PAY VERSUS PERFORMANCE

One of the key principles by which we govern our executive compensat

i

on program is to support a strong performance culture through short-term and long-term variable compensation. In 2022, performance-based compensation represented 83% or more of each of our named executive officers’ target total direct compensation. As a result of this weighting toward variable, performance-based compensation, the financial performance of the Company, including stock performance, plays an integral role in deter

min

ing the compensation actually paid to each of our named executive officers each year.


Fiscal Year (a)	Summary Compensation Table Total for PEO (1) (b)		Compensation Actually Paid to PEO (2) (c)		Average Summary Compensation Table Total for Non-PEO NEOs (1) (d)		Average Compensation Actually Paid to Non-PEO NEOs (2) (e)		Value of Initial Fixed $100 Investment Based on :				Net Income (h)		Adjusted EPS Growth as Further Adjusted for Executive Compensation Purposes (4) (i)
Fiscal Year (a)	Summary Compensation Table Total for PEO (1) (b)		Compensation Actually Paid to PEO (2) (c)				Average Compensation Actually Paid to Non-PEO NEOs (2) (e)		Total Shareholder Return (3) (f)		Peer Group Total Shareholder Return (3) (g)		Net Income (h)
2022		30,924,435		23,167,779		8,088,411		6,256,275		156		135		3,050.0		14.6%
2021		21,519,703		89,772,223		6,997,689		21,130,889		161		152		3,143.0		20.5%
2020		19,695,980		19,045,490		6,256,705		6,260,750		107		118		2,016.0		7.5%

(1)	In 2020, 2021 and 2022, Dan Glaser was our Principal Executive Officer. Our other NEOs consisted of (i) for 2020 and 2021: Mark C. McGivney, John Q. Doyle, Peter C. Hearn and Martine Ferland; and (ii) for 2022: Mark C. McGivney, John Q. Doyle, Martin South and Martine Ferland.

(2)

Represe

n

ts the amount of “Compensation Actually Paid” to our NEOs as computed in accordance with Item 402(v) or Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned or paid to our NEOs during the applicable year. The following tables show the amounts deducted from and added to the Summary Compensation Table total for the PEO and for the average Summary Compensation Table Total for

non-PEO

NEOs.


PEO
Fiscal Year	PEO Summary Compensation Table (SCT) Total		Additions/ (Subtractions) for Fair Value of Equity Awards Granted D uring Fiscal Year Reported in SCT (a)			Additions/ (Subtractions) for Change in Pension Value Reported in SCT (a)			Adjustments to PEO SCT Total (b)		PEO Compensation Actually Paid
2022		30,924,435		(21,613,490	)		0			13,856,834		23,167,779
2021		21,519,703		(12,778,669	)		0			81,031,189		89,772,223
2020		19,695,980		(11,927,984	)		(394,740	)		11,672,235		19,045,490


Average Non-PEO NEOs
Fiscal Year	Average Non-PEO Summary Compensation Table (SCT) Total		Additions/ (Subtractions) for Fair Value of Equity Awards Granted D uring Fiscal Year Reported in SCT (a)			Additions/ (Subtractions) for Change in Pension Value Reported in SCT (a)			Adjustments to Average Non-PEO SCT Total (b)		Average Non-PEO Compensation Actually Paid
2022		8,088,411		(3,308,939	)		0			1,476,802		6,256,275
2021		6,997,689		(2,709,151	)		(641	)		16,842,992		21,130,889
2020		6,256,705		(2,541,224	)		(53,245	)		2,598,514		6,260,750

(a)	Includes the grant date fair value of stock awards and option awards, computed in accordance with FASB ASC Topic 718, as well as the aggregate change in the actuarial present value of the NEOs accumulated benefit under the Company’s defined benefit pension plans.

(b)

Includes the value of equity awards, calculated in accordance with Item 402(v) of Regulation

S-K.

The equity component of CAP is further detailed in the tables below for the Company’s PEO and average

non-PEO

NEOs, for fiscal years 2020, 2021 and 2022. We did not report a service cost or prior service cost for the Company’s pension plans.

PEO


Fiscal Year	Year-End Fair Value of Equity Awards Granted During the Fiscal Year that are Outstanding and Unvested		Change in Fair Value of Prior Year Awards that are Outstanding and Unvested			Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested During the Fiscal Year		Dividends Paid on Stock or Stock Option Awards Not Otherwise Reflected in Fair Value of Total Compensation		Total Adjustments
2022		23,997,969		(38,016,232	)		27,462,921		412,176		13,856,834
2021		38,469,858		25,484,101			16,789,718		287,512		81,031,189
2020		10,984,767		(22,729,414	)		23,035,108		381,775		11,672,235

Average

Non-PEO

NEOs


Fiscal Year	Year-End Fair Value of Equity Awards Granted During the Fiscal Year that are Outstanding and Unvested		Change in Fair Value of Prior Year Awards that are Outstanding and Unvested			Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested During the Fiscal Year		Dividends Paid on Stock or Stock Option Awards Not Otherwise Reflected in Fair Value of Total Compensation		Total Adjustments
2022		5,307,162		(9,121,282	)		5,198,788		92,134		1,476,802
2021		8,155,842		5,887,063			2,751,608		48,479		16,842,992
2020		2,340,307		(3,500,643	)		3,681,854		76,996		2,598,514

(3)	Reflects cumulative total stockholder return assuming $100 invested in the Company’s common stock versus the S&P 500 ® index on December 31, 2019 with dividends reinvested. The peer group used for this purpose is the S&P 500 ® index.

(4)	Adjusted EPS as further adjusted for executive compensation purposes is a non-GAAP measure. For the definition, please refer to the “Definitions of Financial Performance Measures” section on page 51 of the Compensation Discussion and Analysis.

Named Executive Officers, Footnote [Text Block]

NEOs consisted of (i) for 2020 and 2021: Mark C. McGivney, John Q. Doyle, Peter C. Hearn and Martine Ferland; and (ii) for 2022: Mark C. McGivney, John Q. Doyle, Martin South and Martine Ferland.

PEO Total Compensation Amount

$ 30,924,435

$ 21,519,703

$ 19,695,980

Adjustment To PEO Compensation, Footnote [Text Block]

(2)

Represe

n

ts the amount of “Compensation Actually Paid” to our NEOs as computed in accordance with Item 402(v) or Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned or paid to our NEOs during the applicable year. The following tables show the amounts deducted from and added to the Summary Compensation Table total for the PEO and for the average Summary Compensation Table Total for

non-PEO

NEOs.


PEO
Fiscal Year	PEO Summary Compensation Table (SCT) Total		Additions/ (Subtractions) for Fair Value of Equity Awards Granted D uring Fiscal Year Reported in SCT (a)			Additions/ (Subtractions) for Change in Pension Value Reported in SCT (a)			Adjustments to PEO SCT Total (b)		PEO Compensation Actually Paid
2022		30,924,435		(21,613,490	)		0			13,856,834		23,167,779
2021		21,519,703		(12,778,669	)		0			81,031,189		89,772,223
2020		19,695,980		(11,927,984	)		(394,740	)		11,672,235		19,045,490


Average Non-PEO NEOs
Fiscal Year	Average Non-PEO Summary Compensation Table (SCT) Total		Additions/ (Subtractions) for Fair Value of Equity Awards Granted D uring Fiscal Year Reported in SCT (a)			Additions/ (Subtractions) for Change in Pension Value Reported in SCT (a)			Adjustments to Average Non-PEO SCT Total (b)		Average Non-PEO Compensation Actually Paid
2022		8,088,411		(3,308,939	)		0			1,476,802		6,256,275
2021		6,997,689		(2,709,151	)		(641	)		16,842,992		21,130,889
2020		6,256,705		(2,541,224	)		(53,245	)		2,598,514		6,260,750

(a)	Includes the grant date fair value of stock awards and option awards, computed in accordance with FASB ASC Topic 718, as well as the aggregate change in the actuarial present value of the NEOs accumulated benefit under the Company’s defined benefit pension plans.

PEO


Fiscal Year	Year-End Fair Value of Equity Awards Granted During the Fiscal Year that are Outstanding and Unvested		Change in Fair Value of Prior Year Awards that are Outstanding and Unvested			Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested During the Fiscal Year		Dividends Paid on Stock or Stock Option Awards Not Otherwise Reflected in Fair Value of Total Compensation		Total Adjustments
2022		23,997,969		(38,016,232	)		27,462,921		412,176		13,856,834
2021		38,469,858		25,484,101			16,789,718		287,512		81,031,189
2020		10,984,767		(22,729,414	)		23,035,108		381,775		11,672,235

Average

Non-PEO

NEOs


Fiscal Year	Year-End Fair Value of Equity Awards Granted During the Fiscal Year that are Outstanding and Unvested		Change in Fair Value of Prior Year Awards that are Outstanding and Unvested			Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested During the Fiscal Year		Dividends Paid on Stock or Stock Option Awards Not Otherwise Reflected in Fair Value of Total Compensation		Total Adjustments
2022		5,307,162		(9,121,282	)		5,198,788		92,134		1,476,802
2021		8,155,842		5,887,063			2,751,608		48,479		16,842,992
2020		2,340,307		(3,500,643	)		3,681,854		76,996		2,598,514

Non-PEO NEO Average Compensation Actually Paid Amount

$ 6,256,275

21,130,889

6,260,750

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

COMPENSATION

ACTUALLY

PAID

(

CAP

)

(Dollars in Millions)

Compensation Actually Paid vs. Company Selected Measure [Text Block]

PEO

AND

NON

-

PEO

CAP

VS

.

ADJUSTED

EPS

GROWTH

(Dollars in Millions)

Tabular List [Table Text Block]

Most Important Performance Measures
(3 to 7 metrics without ranking)

TSR

Adjusted EPS as further adjusted for executive compensation purposes

Operating NOI growth

Peer Group Total Shareholder Return Amount

135

152

118

Company Selected Measure Amount

14.6

20.5

7.5

Measure Name

TSR

Pay vs Performance Disclosure [Table]

Non-GAAP Measure Description [Text Block]

Adjusted EPS as further adjusted for executive compensation purposes is a

non-GAAP

measure. For the definition, please refer to the “Definitions of Financial Performance Measures” section on page 51 of the Compensation Discussion and Analysis.