Form 4: MMC director adds RSUs from fees, dividends

Director Morton O. Schapiro reported acquiring 651.91 RSUs under Marsh & McLennan’s director plan on Nov. 14–15, 2025, lifting his total RSU holdings to 87,649.88.

Summary

• Morton O. Schapiro (Director) reported two RSU acquisitions under Marsh & McLennan Companies’ Directors Stock Compensation Plan.
• On 11/14/2025, 426.84 RSUs were acquired via dividend equivalents (transaction code J).
• On 11/15/2025, 225.07 RSUs were acquired in connection with director fees (transaction code A).
• Post-transactions, the director directly beneficially owns 87,649.88 RSUs.
• Each RSU converts into one share of Marsh & McLennan common stock on a 1-for-1 basis.
• Reported prices associated with the RSU entries were $183.435 (11/14/2025) and $183.28 (11/15/2025).
• No sales or dispositions were reported.

Sentiment

Score: 5

Explanation: Neutral, routine director equity accruals with no sales or extraordinary activity.

Positives

• Holdings increased by 651.91 RSUs, indicating no insider selling during the reported period.
• Equity-based compensation aligns director incentives with shareholders through 1-for-1 RSU-to-share conversion.
• Routine accruals (dividend equivalents and director fees) suggest standard governance practices.

Future Outlook

No forward-looking statements or guidance were provided; the disclosure relates solely to routine director equity accruals under the company’s plan.

Management Comments

• RSUs convert to Marsh & McLennan common stock on a 1-for-1 basis.
• RSUs on 11/14/2025 were acquired with dividend equivalents credited under the Directors Stock Compensation Plan.
• RSUs on 11/15/2025 were acquired in connection with director fees under the Directors Stock Compensation Plan.

Industry Context

Equity-based compensation for non-employee directors via RSUs and dividend equivalents is standard across large insurance brokers and professional services firms, aligning governance practices with peers.

Comparison to Industry Standards

• Practices align with peer firms such as Aon plc (AON), Willis Towers Watson (WTW), and Arthur J. Gallagher (AJG), where non-employee directors typically receive equity-based awards and dividend equivalents.
• No unusual features relative to typical S&P 500 director equity programs; the 1-for-1 RSU conversion and periodic credits are standard.
• Absence of dispositions is not atypical for routine fee and dividend-accrual reporting on Form 4.

Related Party Transactions

• Director Morton O. Schapiro received 426.84 RSUs via dividend equivalents on 11/14/2025 at a listed price of $183.435 under the Directors Stock Compensation Plan.
• Director Morton O. Schapiro received 225.07 RSUs related to director fees on 11/15/2025 at a listed price of $183.28 under the Directors Stock Compensation Plan.

Stakeholder Impact

• Aligns director incentives with shareholders through equity-based compensation.
• Minimal dilution potential given small size of RSU awards.
• No cash outflow implied for the company for these awards.

Next Steps

• RSUs will settle into common stock on a 1-for-1 basis pursuant to plan terms (no specific vesting or settlement dates disclosed).
• Dividend equivalents may continue to accrue per the plan.

Key Dates

Keywords

Marsh & McLennan, MMC, Form 4, insider transaction, restricted stock units, RSU, director compensation, dividend equivalents, Morton O. Schapiro, insurance brokerage, professional services