DEF 14A of Aon plc
Filed Apr 28, 2025 · FY20240001193125-25-100564
Notice of Annual General Meeting of Shareholders
| 8. | To approve the amendment and restatement of the Aon plc 2011 Incentive Plan, as amended and restated (the “Shareholder-Approved Plan”) to increase the number of shares available for issuance thereunder. |
Corporate Sustainability and Risk
| Committees: • Executive Committee (Chair) • Governance/Nominating Committee (Chair) • Inclusion & Wellbeing Sub-Committee Director Since: 1999 Age: 66 | Lester B. Knight Mr. Knight is a Founding Partner of RoundTable Healthcare Partners and the former Vice Chairman and director of Cardinal Health, Inc., a diversified healthcare service company. Mr. Knight was Chairman of the Board and Chief Executive Officer of Allegiance Corporation from 1996 until February 1999, and had been with Baxter International, Inc. from 1981 until 1996, where he served as Corporate Vice President from 1990, Executive Vice President from 1992 and as a director from 1995. Mr. Knight became Chairman of the Board of Directors of Aon in August 2008. He is a life director of NorthShore University Health System and Junior Achievement of Chicago, a life Trustee of Northwestern University and a member of the Civic Committee of The Commercial Club of Chicago. Skills & Qualifications: Mr. Knight’s experience as the founder of a private equity firm focused on investing in the healthcare industry, his executive background at several leading healthcare companies, and his financial and investment expertise provide the Board with global perspective, executive leadership and oversight experience. In addition, his role in chairing our Governance/Nominating Committee and his previous leadership and Board experience at other public companies position him to effectively lead the Board and promote a robust, deliberative decision-making process among independent directors. Mr. Knight also provides valuable perspectives with his broad experience in corporate governance, strategic transactions, business transformation and growth, and risk oversight. |
Corporate Sustainability and Risk
| Committees: • Executive Committee • Inclusion & Wellbeing Sub-Committee Director Since: 2005 Age: 62 | Gregory C. Case Mr. Case has served as Chief Executive Officer and a director of Aon since April 2005, and as President since March 2025. In addition, Mr. Case previously served as Aon’s President from 2005 to 2018. Prior to joining Aon, Mr. Case was with McKinsey & Company, the global management consulting firm, for 17 years where he served on the governing Shareholders’ Council and as head of the Global Insurance and Financial Services Practice. Prior to joining McKinsey, Mr. Case was with the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City. Mr. Case is a former director of Discover Financial Services. Skills & Qualifications: As President and Chief Executive Officer of Aon, Mr. Case brings to the Board his day-to-day experiences leading Aon’s colleagues serving clients across Commercial Risk, Reinsurance, Health, and Wealth solution lines, and his intimate knowledge of Aon’s business, strategy and operations. Mr. Case’s background as a management consultant, including in the global insurance and financial services areas, brings critical industry and business development knowledge to the Board. His extensive and specific knowledge of Aon and its global businesses provides our Board with a unique and valuable understanding of the Company’s priorities for our clients, colleagues and shareholders, and enables him to keep the Board apprised of the most significant developments impacting the Company and to guide the Board’s discussion and review of the Company’s strategy. |
Corporate Sustainability and Risk
| Committees: • Audit Committee • Organization and Compensation Committee Director Since: 2024 Age: 65 Current Public Company Directorship: • Banco Santander, S.A. | Jose Antonio Álvarez Mr. Álvarez is the former Chief Executive Officer of Banco Santander, S.A., a Spanish multinational financial services company, and currently serves as Vice Chair and a non-executive director of Santander. Mr. Álvarez first joined Santander in 2002 and served as Executive Vice President and Chief Financial Officer from 2004 to 2014. In 2015, Mr. Álvarez was appointed Chief Executive Officer of Santander and served in that role until his retirement in 2022. Mr. Álvarez previously served as a member of the supervisory boards of Santander Consumer Bank AG, Santander Consumer Holding GmbH and Santander Bank Polska, S.A., and as a director of SAM Investments Holdings Limited, Santander Consumer Finance, S.A. and Santander Holdings USA, Inc. In addition, Mr. Álvarez previously served as a board member of Bolsas y Mercados Españoles, S.A. and Banco Santander (Brasil) S.A. Skills & Qualifications: Mr. Álvarez’s experience as former chief executive officer, and previously chief financial officer, of a multinational financial services company provides the Board with deep knowledge and expertise in international finance, and unique insights into emerging and global markets and investments. In addition, as a member or prior member of the boards of directors of several international companies that invest globally, Mr. Álvarez brings substantive expertise in business strategy in international markets, as well as business transformation, regulatory compliance, information technology and risk management, to the Board. Mr. Álvarez’s extensive financial background and experience has led the Board to determine that he is an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”). |
Corporate Sustainability and Risk
| Committees: • Finance Committee • Organization and Compensation Committee Director Since: 2016 Age: 65 | Jin-Yong Cai Mr. Cai is a Partner at Global Infrastructure Partners, a global private equity investment firm and wholly-owned subsidiary of BlackRock, Inc. Prior to his current position, Mr. Cai was a Partner at TPG Capital, L.P., a global private equity investment firm. From 2012 to 2016, Mr. Cai was the Chief Executive Officer of the International Finance Corporation, a member of the World Bank Group and the largest global development institution focused on private sector development. Before the International Finance Corporation, Mr. Cai worked in the financial services industry for nearly two decades, including 12 years with Goldman Sachs Group, as a Partner and its top executive in China. He began his career at the World Bank Group. Mr. Cai is a former director of PetroChina Company Limited and Syngenta Group. Skills & Qualifications: Mr. Cai’s experience in global finance and international business, particularly in the Asia-Pacific region, enhances the Board’s global perspectives and provides unique insights into global markets. Mr. Cai’s increased level of financial literacy and extensive background with international finance and global management, including areas relating to investment banking and private equity, provide valuable perspective and knowledge relating to financial risk and risks related to the Company’s international activities and growth strategies. |
Corporate Sustainability and Risk
| Committees: • Audit Committee (Chair) • Executive Committee • Organization and Compensation Committee Director Since: 2018 Age: 64 Current Public Company Directorships: • Hexcel Corporation • Marathon Petroleum Corporation | Jeffrey C. Campbell Mr. Campbell served as Chief Financial Officer of American Express Company, a financial services company, from July 2013 until August 2023, and as Vice Chairman from April 2021 to March 2024. From 2004 to 2013, Mr. Campbell served as Executive Vice President and Chief Financial Officer at McKesson Corporation, a leading healthcare services, information technology and distribution company. Prior to his time at McKesson, Mr. Campbell spent 13 years at AMR Corporation and its principal subsidiary, American Airlines, ultimately becoming its Chief Financial Officer in 2002. Mr. Campbell serves as the Lead Director and Chair of the Audit Committee of Hexcel Corporation and as a director of Marathon Petroleum Corporation, where he also serves on the Audit Committee. Mr. Campbell is also a board member of The Julliard School and previously served on the Board of the Lincoln Center for the Performing Arts and as Chair of the Lincoln Center Corporate Fund. Skills & Qualifications: Having served as chief financial officer of three multinational, publicly traded companies, Mr. Campbell adds financial expertise and risk management leadership to the Board. His significant business experience, deep financial acumen and leadership in the development of diverse talent provide the Board and its committees with valuable, broad ranging management perspective. He also brings to the Board substantial experience in the areas of compliance, risk oversight, corporate finance, strategy, corporate governance and corporate social responsibility, as well as knowledge and experience relating to the financial services sector. This experience has also led the Board to determine that Mr. Campbell is an “audit committee financial expert” as defined by the SEC. |
Corporate Sustainability and Risk
| Committees: • Inclusion & Wellbeing Sub-Committee (Chair) • Finance Committee • Governance/Nominating Committee • Organization and Compensation Committee Director Since: 2010 Age: 71 Current Public Company Directorships: • HNI Corporation • Morningstar, Inc. | Cheryl A. Francis Ms. Francis served as Executive Vice President and Chief Financial Officer of R.R. Donnelley & Sons Co., a publicly traded print media company, from 1995 until 2000. Since 2000, Ms. Francis has served as a business consultant and, since August 2008, as Co-Chair of the Corporate Leadership Center. From 2002 until 2008, she served as Vice Chairman of the Corporate Leadership Center. Prior to her role at R.R. Donnelley, Ms. Francis served on the management team of FMC Corporation and its subsidiary, FMC Gold, including serving as Chief Financial Officer of FMC Gold from 1987 through 1991, and Treasurer of FMC Corporation from 1993 through 1995. She was also an adjunct professor for the University of Chicago Graduate School of Business from 1991 through 1993. Ms. Francis currently serves as a director of HNI Corporation and Morningstar, Inc., and previously served as a director of Hewitt Associates, Inc. from 2002 until the Company’s acquisition of Hewitt Associates, Inc. in 2010. Skills & Qualifications: Ms. Francis’s background as a chief financial officer of a large publicly traded company provides the Board with an increased level of financial literacy, as well as regulatory and business oversight. In addition, her role as a Board member of other public companies provides valuable perspective on matters of risk oversight, strategy, corporate governance, and human capital management. As Co-Founder of the Corporate Leadership Center’s CEO Perspectives and Leading Women Executives, Ms. Francis is a leading voice on inclusion and leadership development and brings focus to our work to promote corporate social responsibility. |
Corporate Sustainability and Risk
| Committees: • Audit Committee • Governance/Nominating Committee Director Since: 2022 Age: 62 Current Public Company Directorships: • Perrigo Company plc • Autoliv Inc. • Savills plc | Adriana Karaboutis From 2017 to August 2023, Ms. Karaboutis served as Chief Information and Digital Officer of National Grid PLC, one of the world’s largest public utility companies focused on transmitting and distributing electricity and gas in the UK and northeast US. She previously served as Executive Vice President, Technology, Business Solutions and Corporate Affairs at Biogen Inc., a global biotechnology company, from September 2014 to March 2017. In that role, she introduced leading digital and data science capabilities that unlocked value across the drug discovery, development, and delivery processes. From December 2015, she also oversaw global public affairs, government affairs, public policy and patient advocacy. From March 2010 to September 2014, Ms. Karaboutis was Vice President and Global Chief Information Officer of Dell, Inc., a global technology company. Ms. Karaboutis previously spent more than 20 years at General Motors Company and Ford Motor Company in various international leadership positions, including global production planning, computer-integrated manufacturing, supply chain operations and information technology. Ms. Karaboutis serves as a director of Perrigo Company plc, a global over-the-counter consumer goods and pharmaceutical company, Autoliv Inc., a global supplier of automotive safety systems, and Savills plc, a British real estate services company. She previously served on the boards of directors of Aspen Technology, Advance Auto Parts and Blue Cross Blue Shield of Massachusetts. Skills & Qualifications: Ms. Karaboutis’ background as a chief information officer for a public utility company and a global technology company provides the Board with valuable insight and experience in technology, cybersecurity, data privacy and data security matters, as well as business operations and continuity. In addition, Ms. Karaboutis’ experience in developing and delivering digital solutions and data science capabilities and overseeing innovative technology enhances the Board’s perspective in innovative strategies. Ms. Karaboutis’ role as a current and former board member of multiple public companies provides valuable global perspective on matters of risk oversight, corporate governance and executive management. |
Corporate Sustainability and Risk
| Committees: • Organization and Compensation Committee (Chair) • Executive Committee • Finance Committee • Governance/Nominating Committee • Inclusion & Wellbeing Sub- Committee Director Since: 1998 Age: 77 | Richard C. Notebaert From June 2002 until August 2007, Mr. Notebaert served as Chairman and Chief Executive Officer of Qwest Communications International Inc., a leading provider of broadband Internet-based data, voice and image communications. He previously served as President and Chief Executive Officer of Tellabs, Inc., which designs and markets equipment to providers of telecommunications services worldwide, from August 2000 to June 2002, and as a director of Tellabs from April 2000 to June 2002. He served as Chairman of the Board and Chief Executive Officer of Ameritech Corporation, a full-service communications company, from 1994 until 1999. Mr. Notebaert first joined Ameritech Corporation in 1983 and served in significant positions within the Ameritech organization before his election as Vice Chairman in January 1993, President and Chief Operating Officer in June 1993 and President and Chief Executive Officer in January 1994. Mr. Notebaert is a Trustee Emeritus of the Board of Trustees of the University of Notre Dame. Mr. Notebaert previously served as a director of American Electric Power and Cardinal Health, Inc., and as Chairman of the Board of Trustees of the University of Notre Dame. Skills & Qualifications: Mr. Notebaert’s background as a chairman and chief executive officer of several large international communications companies provides the Board with substantial management expertise, including in the areas of global operations, technology and innovation, and strategic planning. In addition, Mr. Notebaert’s executive and board leadership experience provides valuable perspectives on matters of corporate governance, human capital management, executive compensation, and risk oversight. |
Corporate Sustainability and Risk
| Committees: • Audit Committee • Governance/Nominating Committee • Inclusion & Wellbeing Sub-Committee Director Since: 2004 Age: 74 | Gloria Santona Ms. Santona served as Of Counsel at Baker McKenzie, an international law firm, from 2018 to 2022. Prior to Baker McKenzie, Ms. Santona served as Executive Vice President, General Counsel and Secretary of McDonald’s Corporation from 2001 to 2017 when she retired. After joining McDonald’s in 1977, Ms. Santona held positions of increasing responsibility in the legal department, serving as U.S. General Counsel from December 1999 to June 2001 and corporate General Counsel from 2001 to 2017. She is a member of the Audit Committee and the Governance Committee of the Rush System for Health, and former member of the Board of Directors of the American Society of Corporate Secretaries, the Association of Corporate Counsel and the Minority Corporate Counsel Association. Ms. Santona is also a former member of the Boards of Trustees of Rush University Medical Center, the Chicago Zoological Society and the Chicago Symphony Orchestra, and the Boards of Directors of The Chicago Network, the Chicago Food Depository and the National Immigrant Justice Center. Skills & Qualifications: Ms. Santona’s legal background, including her experience serving as a general counsel and secretary of a large international corporation, brings critical perspective to the Board and enhances the Board’s global risk management and oversight capabilities. Ms. Santona’s diverse legal background contributes corporate governance, legal, regulatory and compliance expertise, and further brings valuable perspective on long-term growth strategy planning. Under Ms. Santona’s leadership, McDonald’s legal department won numerous awards for its commitment to inclusivity and pro bono, and Ms. Santona’s service and leadership experience at non-profit organizations deepens the Board’s expertise on human capital management and social and governance priorities. |
Corporate Sustainability and Risk
| Committees: • Finance Committee • Inclusion & Wellbeing Sub-Committee Director Since: 2023 Age: 66 Current Public Company Directorship • Nuveen Churchill Private Capital Income Fund | Sarah E. Smith Ms. Smith is a former member of the Management Committee of The Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm. Ms. Smith joined Goldman Sachs in 1996 and was named Managing Director in 1998 and Partner in 2002. During her tenure, Ms. Smith served as the Controller and Chief Accounting Officer of the firm until 2017, and subsequently as the Chief Compliance Officer from 2017 to 2020. Ms. Smith then served as Senior Advisor to Goldman Sachs from 2020 until her retirement in 2021. Prior to joining Goldman Sachs, Ms. Smith worked in the National and Audit practices of KPMG in both London and New York and held several finance positions at Bristol-Myers Squibb. Ms. Smith is a member of the Board of Trustees of the Financial Accounting Foundation since September 2020. Ms. Smith attended City of London University (Dip. Acc) and is a Fellow of the Institute of Chartered Accountants in England and Wales. Ms. Smith serves as a Trustee of the Nuveen Churchill Private Capital Income Fund and as a board member of two private companies: Klarna Bank A.B. and Via Transportation. Skills & Qualifications: Ms. Smith’s background as a chief accounting officer and chief compliance officer of a global investment banking firm provides the Board with an increased level of financial literacy and enhances the Board’s expertise in the oversight of risk management and compliance. In addition, Ms. Smith’s experience in the investment banking and asset management industries brings valuable insight to the Company’s business strategy and operations in professional and financial services. |
Corporate Sustainability and Risk
| Committees: • Audit Committee • Organization and Compensation Committee • Inclusion & Wellbeing Sub-Committee Director Since: 2020 Age: 60 | Byron O. Spruell Mr. Spruell is the President of League Operations at the National Basketball Association, a position he has held since August 2016. Prior to joining the National Basketball Association, a professional basketball league, Mr. Spruell spent 20 years at Deloitte LLP, most recently as its Vice Chairman, Central Region Marketplace Leader and Chicago Managing Principal. He serves on several non-profit boards, including the University of Notre Dame Board of Trustees, the Museum of Science and Industry, Metropolitan Family Services in Chicago and the Jackie Robinson Foundation. Skills & Qualifications: Mr. Spruell has extensive executive leadership experience, with a focus on strategy, business continuity and application of analytics and innovation. His background in a professional services firm and as a current executive at the National Basketball Association also provides the Board with valuable experience in operations management, human capital management and talent development, as well as colleague health and wellness. Mr. Spruell’s experiences at Deloitte LLP and as Chair of the Audit Committee of the University of Notre Dame’s Board of Trustees further elevates the Board’s financial and accounting expertise. Additionally, Mr. Spruell’s service on non-profit boards enhances the Board’s perspectives around community engagement and social impact. |
Corporate Sustainability and Risk
| Committees: • Finance Committee Director Since: 2024 Age: 69 Current Public Company Directorship: • Fortinet, Inc. | Admiral James G. Stavridis Admiral Stavridis serves as Partner and Vice Chair, Global Affairs of Carlyle Group Inc., a global investment firm, a position he has held since 2018. Admiral Stavridis is a former member of the United States Navy, serving from 1976 to 2013 and rising to the rank of 4-star Admiral in 2009. His commands included four years as the 16th Supreme Allied Commander with The North Atlantic Treaty Organization (NATO), where he oversaw operations in Afghanistan, Libya, Syria, the Balkans, and counter piracy off the coast of Africa, as well as three years commanding the U.S. Southern Command, with responsibility for all military operations throughout Latin America. Following his military career, he served as dean of The Fletcher School of Law and Diplomacy at Tufts University. Admiral Stavridis serves as chair of the board of trustees of The Rockefeller Foundation, as a member of the board of directors of Fortinet, Inc., a cybersecurity company, and as a director of several private companies and non-profit organizations. He previously served as a board member of American Water Works Company, Inc., a publicly traded water utility company, and as a director of the Neuberger Berman Funds. Skills & Qualifications: Admiral Stavridis brings extensive government and leadership experience as a result of his military service, providing the Board with global perspective and expertise in the areas of strategic planning and investments, leadership, global operations and technology. As a nationally recognized cybersecurity expert he brings to the Board substantial knowledge and insights in the areas of regulatory compliance, risk management, and cybersecurity matters. In addition, Admiral Stavridis’s extensive experience in private sector and government leadership positions enhances the Board’s perspectives in conducting business in diverse geo-political environments. His longstanding commitments to government and educational organizations contribute valuable insights to the Board on corporate social responsibility and human capital management matters. |
Corporate Sustainability and Risk
| • | Aon’s balance sheet, including its long-term capital plan, capital structure and capital management strategy; |
Corporate Sustainability and Risk
| • | all long-term passive investments of the Company, other than such investments made pursuant to the Company’s co-investment policies approved by the Committee; |
Corporate Sustainability and Risk
| • | oversee the annual performance evaluation of the Board and its committees; |
Corporate Sustainability and Risk
| • | directly approves the compensation of executive officers other than the Chief Executive Officer, including special hiring and severance arrangements; |
Corporate Sustainability and Risk
| • | reviews and makes recommendations to the Board concerning non-management director compensation; and |
2024 Shareholder Engagement Highlights
Performing at the levels described above allows us to continue to execute our capital allocation model, which balances high-return investments in growth and capital return to shareholders. During 2024, we completed the acquisition of NFP, meaningfully expanding our presence in the fast-growing middle market segment. We also returned $1.6 billion of capital to shareholders through share repurchases and dividends, highlighting our strong free cash flow generation and effective allocation of capital. Our consistent focus on the four key financial metrics described above and our disciplined approach to capital allocation has helped drive meaningful total shareholder returns throughout the tenure of our senior management team. Specifically, during Mr. Case’s leadership, which began in April 2005, our average annual total shareholder return has been approximately 16%, compared to the return of the benchmark Standard & Poor’s (the “S&P”) 500 of approximately 8% and approximately 13% for our industry peer averages (Arthur J. Gallagher & Co., Brown & Brown, Inc., Marsh & McLennan Companies, Inc., and Willis Towers Watson plc). We believe we are well positioned to drive long-term value creation by delivering sustainable organic revenue growth, consistent earnings growth, and strong free cash flow generation. We compensate our senior executives through incentive plans that measure both long-term and short-term performance. Our regular long-term incentive plan (described in this CD&A under “Long-Term Leadership Performance Program Under Our Shareholder-Approved Plan” or “LPP”) is based on cumulative adjusted diluted earnings per share, a measure driven by operational performance and capital management, across overlapping three-year performance periods. Our short-term incentive plan (described in this CD&A under “Annual Incentive Awards Under Our Shareholder-Approved Plan”) is primarily based on adjusted operating income, a measure driven by operating margin and organic revenue growth, as well as a people and culture component, which assesses the Company’s progress against pre-defined workplace objectives. We achieved strong results across these metrics, which were the key performance measures under our 2022-2024 long-term and 2024 annual incentive compensation plans. Set forth below are the results across these metrics as well as the results against their GAAP comparative metrics:
2024 Shareholder Engagement Highlights
| | WHAT WE HEARD | HOW WE RESPONDED | | | A belief that one-time (non-sign-on) awards should be infrequent, and when used, have a clear and transparent rationale for the grants, sizing, and design disclosed | Go Forward Commitment. The Compensation Committee is committed to using one-time (non-sign-on) awards infrequently and in exceptional circumstances to achieve business objectives beyond what could reasonably be expected to be achieved through annual performance year compensation opportunities. Additionally, the Compensation Committee is committed to disclosing transparent rationales for any such future awards, their design, their sizing, and any risk mitigation features that are incorporated. Note, we did not issue any special one-time awards in 2024 to NEOs (we did issue sign-on awards to Mr. Reese in connection with his commencement of employment). | | | Interest in a better understanding of the Compensation Committee’s philosophy for one-time awards to understand when they may be considered in the future | 2023 Special Awards. While each of the investors we met with appreciated the strong performance-based nature of the special one-time awards granted to NEOs Andersen and Davies in 2023 and the fact the Company had not made similar awards in the past, there was an express request from investors for more information about the Compensation Committee’s decision-making process for approving such awards and related grant sizing. As such, during our engagement efforts we explained the market study and advice provided by the Compensation Committee’s independent compensation consultant (Meridian), the linkage between the grants and the intention to incent both NEOs to further the execution of our 3x3 Plan, while also driving meaningful shareholder value as reflected in significant stock price hurdles over the performance period. We also communicated that Ms. Davies’s award was entirely forfeited upon her transition from the role of Chief Financial Officer in 2024. | | | | Shareholders expressed satisfaction with our go forward commitment and our explanation behind the special awards made in 2023. | | | Interest in better understanding the key performance factors and metrics driving pay decisions, as well as the mechanics behind the award setting process for annual- and long-term incentives | Enhanced Incentives Disclosure. We are committed to enhanced disclosure and have provided detailed disclosure of the Compensation Committee’s 2024 performance evaluation process and outcomes against pre-set financial and organizational goals and hurdles for the annual and long-term incentive opportunities and related payouts. The disclosure clearly illustrates that business judgment is applied after the Compensation Committee completes a robust and metric-oriented evaluation of performance against a range of pre-determined specific factors to inform compensation decisions for all NEOs. |
2024 Shareholder Engagement Highlights
| | Element | Description | Objectives | | Benefit Plans | Retirement and Health and Welfare Benefits | Standard 401(k) plan and health and welfare benefits as provided to non-executive full-time employees. We also offer a nonqualified supplemental savings plan to eligible employees whose contributions would exceed statutory U.S. Internal Revenue Service (“IRS”) limits under our 401(k) plan, as well as a nonqualified plan through which eligible employees may defer receipt of their salary and annual incentive payments. | Provide competitive benefits to attract and retain talented employees. | | Severance | Severance and Change in Control Benefits | Severance benefits payable upon certain qualifying terminations of employment without cause or with specified good reason, including in connection with a change in control. | Provide a temporary income stream following termination of employment without cause or with specified good reason and, in the case of change in control protection, ensure continuity and objectivity of management during a change in control event. | | Other | Certain Other Benefits | Certain NEOs receive housing, tax equalization, and various cost of living payments for agreeing to perform services primarily at the Company’s global operational headquarters in London, personal use of Company aircraft within prescribed limits, annual health screenings, supplemental insurance, reimbursement for business-related club dues, relocation benefits, and car allowances. | Recognize and make NEOs whole for expenses incurred in performance of services primarily at the Company’s global operational headquarters in London; enable efficiency and personal safety; also intended to attract and retain committed employees and allow them to focus on job duties and wellbeing. |
2024 Shareholder Engagement Highlights
Our Pay for Performance Orientation and Executive Compensation Philosophy The core principle of our executive compensation program continues to be pay for performance, as we progress toward our goal of being the leading global professional services firm focused on delivering human capital and risk capital solutions to our clients. That core principle dictates that performance-based pay elements (which constitute a significant portion of our NEOs’ total direct compensation (consisting of base salary, annual incentive compensation granted for 2024 performance and long-term incentive compensation granted in 2024 for the 2024-2026 performance period)) will not be earned or paid unless specified performance objectives are achieved. For 2024, performance-based compensation comprised approximately 94% of the total direct compensation for Mr. Case and averaged approximately 84% of the total direct compensation for our other NEOs: The “Performance-Based” pay component shown in the above graphs is the sum of (1) the cash portion of the NEO’s bonus paid for 2024 performance, plus (2) the grant date fair value of equity awards granted to our NEOs during 2024 (with long-term equity awards based on grant date value assuming target performance), and excludes Ms. Davies’s 2024 compensation (given that she retired from her CFO role in 2024). The “Fixed” pay component is the NEO’s 2024 base salary. For our NEOs other than Mr. Case and other than Ms. Davies, the actual performance-based percentage of total direct compensation ranged from 73% to 89%. In addition to our focus on pay for performance, our executive compensation program is complemented by practices designed to mitigate compensation-related risk and align with the long-term interests of our shareholders:
2024 Shareholder Engagement Highlights
| Officer Share Ownership Guidelines | Our Officer Share Ownership Guidelines are designed to increase executives’ equity stakes in Aon and to align executives’ interests more closely with those of our shareholders. The guidelines provide that our Chief Executive Officer should attain an investment position in Class A Ordinary Shares equal to six times his annual base salary and all other senior executives, including each of our other NEOs, should attain an investment position in Class A Ordinary Shares equal to three times their annual base salary. The guidelines also establish equity retention rules generally requiring that all net shares received through the exercise of share options, the vesting of RSUs, and the vesting of PSUs are retained until the required investment position is achieved. Class A Ordinary Shares counted toward these guidelines include any shares owned outright, shares owned through an Aon-sponsored savings or retirement plan, shares purchased through an Aon-sponsored employee share purchase plan, shares obtained through the exercise of share options, and shares issued upon the vesting of RSUs or PSUs. Each of our NEOs held the requisite number of shares under the guidelines or was subject to an exception under the guidelines and progressing toward their respective ownership requirements as of December 31, 2024. Further information on Share Ownership Guidelines can be found in the section captioned “Share Ownership Guidelines” on page 25 of this proxy statement. Mr. Case has agreed to maintain an investment position in Class A Ordinary Shares in excess of that required under our Share Ownership Guidelines. In his employment agreement, he agreed to maintain an investment position equal to 20 times his annual base salary and was in compliance with this investment level as of December 31, 2024. | | Hedging and Pledging Policies | We have an insider trading policy which, among other things, specifically prohibits all employees (including executive officers) and non-management directors from engaging in: short sales; publicly traded options; puts and calls; forward sale contracts; and other swap, hedging, and derivative transactions relating to our securities. The policy also specifically prohibits our executive officers and non-management directors from holding our securities in margin accounts or pledging our securities as collateral for a loan. | | Independent Compensation Consultant | The Compensation Committee retains an independent compensation consultant to provide advice and market data to inform the Compensation Committee’s decision-making. |
2024 Shareholder Engagement Highlights
| • | Recommending for the Compensation Committee’s approval executive compensation adjustments, short- and long-term incentive awards, and other benefits, where applicable, for executive officers other than our Chief Executive Officer; |
2024 Shareholder Engagement Highlights
| • | Designing and recommending for the Compensation Committee’s approval appropriate amendments to our long-term and short-term cash and equity-based incentive plans for executives; and |
2024 Shareholder Engagement Highlights
The Compensation Committee selects our executive compensation peer group based on a process that considers objective criteria, including industry segment; revenues, market capitalization, assets, and employee headcount; business complexity; and global reach; as well as peers of our direct peers (“peers of peers”) and proxy-advisor compensation peer groups. The Compensation Committee’s goal is to have relevant market data to inform its decisions on pay levels and practices. As such, the Compensation Committee looks for peer-group balance with larger and smaller companies in a comparable range, and to have continuity through an annual review process. Industry-related criteria used as guidelines for identifying peers include global financial services companies and major professional services firms that we compete with for executive talent and/or financial capital. Size-related criteria used as guidelines for identifying peers include companies that are one-fourth to four times our size in average market capitalization (calculated over the most recent eight quarters to reduce volatility) and in trailing four-quarter revenues, and that have latest year total assets less than $500 billion. Our peer group members are reviewed on an annual basis with Meridian. In 2024, we reviewed our peer group and concluded that no changes should be made to the peer group for 2025. Our 2024 and 2025 peer group members are listed below.
2024 Shareholder Engagement Highlights
| 2024 and 2025 Peer Group | | | | Accenture plc | Equifax Inc. | Northern Trust Corporation | | A.J. Gallagher & Co. | Fidelity National Information Services, Inc. | S&P Global Inc. | | Automatic Data Processing, Inc. | Fiserv, Inc. | State Street Corporation | | Bank of New York Mellon Corp. | Marsh & McLennan Companies, Inc. | Willis Towers Watson plc | | BlackRock, Inc. | Moody’s Corporation | | | Cognizant Technology Solutions Corp. | Morgan Stanley | |
2024 Shareholder Engagement Highlights
Base Salary Using the peer group and executive compensation review processes outlined above, the Compensation Committee annually considers and reviews base salaries for our executive officers. Base salaries are adjusted periodically to, among other things, recognize changes in job responsibilities or bring the fixed component of an executive’s total compensation in line with his or her peers at the Company or the industry generally. Base salary adjustments generally take effect on April 1. In 2024, the Compensation Committee, consistent with the recommendations of our Chief Executive Officer, determined that the base salary for Ms. Simon, our Chief Operating Officer, would be adjusted from $675,000 to $800,000, to recognize her demonstrated capability since joining the Company in 2022. In 2025, the Compensation Committee further adjusted Ms. Simon’s base salary to $900,000, to better position her total compensation against the peer group. No other NEOs received a base salary adjustment in 2024. Mr. Reese’s base salary was set at $1,000,000 at the time he commenced employment with the Company, as described above. Annual Incentive Awards Under Our Shareholder-Approved Plan Annual Incentives. Under our Shareholder-Approved Plan, the Compensation Committee annually approves the framework for our annual incentive compensation plan, including the applicable Aon-wide performance metric and minimum achievement threshold against that performance metric. If the threshold level performance metric is not achieved, then no annual incentives are payable under our Shareholder-Approved Plan. If the minimum achievement threshold is achieved, then our Shareholder-Approved Plan allows for the payment of current-year annual incentives to each of our executive officers up to a cap of the lesser of $10 million or the two times target maximum annual incentive otherwise established by the Compensation Committee for the applicable executive officer. Our Chief Executive Officer retains the discretion to approve increases (up to 10%, subject to Compensation Committee consent) and decreases (up to 20%, not subject to consent) in the size of the incentive pool. However, no individual may receive an award in excess of the maximum amount established by the Compensation Committee. In the first quarter of 2024, the Compensation Committee set target 2024 annual incentive opportunities for our then-employed NEOs in the context of their total compensation opportunities considering the performance and growth of the NEOs in both capability and scope when reviewed against the competitive market. For each NEO, annual incentive opportunities were set as a target percentage of the executive’s base salary at end of the performance year (and, for Ms. Davies, including her annual foreign service allowance received in connection with her relocation to London). The target annual incentives for each of our NEOs for 2024 remained unchanged from 2023, and are shown in the table below:
2024 Shareholder Engagement Highlights
| NEO | 2023 Target as % of Base Salary | 2024 Target as % of Base Salary | 2024 Target Annual Incentive | | Gregory C. Case | 250% | 250% | $3,750,000 | | Edmund Reese(1) | — | 200% | $2,000,000 | | Christa Davies | 200% | 200% | $2,740,000 | | Eric Andersen | 200% | 200% | $2,500,000 | | Lisa Stevens | 150% | 150% | $1,500,000 | | Mindy Simon | 100% | 100% | $800,000 |
2024 Shareholder Engagement Highlights
| (1) Mr. Reese joined the Company in July 2024. His annual incentive award target was established at that time; for 2024, he was entitled to receive an annual incentive of not less than $2 million pursuant to his employment letter. |
2024 Shareholder Engagement Highlights
As explained below, for 2024, the Compensation Committee used a framework (the “Senior Executive Incentive Compensation Plan” or “SEICP”) for determining actual annual incentives to be earned if the threshold level of achievement of the metric under our Shareholder-Approved Plan was achieved. 2024 Performance Metrics. In the first quarter of 2024, the Compensation Committee determined that 2024 Aon-wide performance would be measured by two components for purposes of annual incentive awards. First, 80% of the performance would be measured by the growth in our adjusted operating income (“OI”) for 2024 as compared to a 2023 baseline adjusted OI number of $4,223 million, with a hurdle representing a 200-bps increase in year-over-year adjusted OI. The Compensation Committee retained the discretion to further adjust OI for material or significant items. The Compensation Committee selected OI as the primary measure to emphasize performance of Aon as a whole and link executives’ awards to Aon’s key business initiatives. Second, 20% of the performance would be measured by the Compensation Committee’s assessment of the Company’s progress against quantitative goals with respect to people and culture on a firm-wide basis, (the “People & Culture” component). This component is intended to be leveraged (0% to 200%), and success is measured by examining the number of pre-established goals met and the degree of over-or under-performance across the goals established by the Compensation Committee, as described below. In addition, the Compensation Committee set a minimum achievement threshold at 70% of the 2023 adjusted OI, or $2,956 million. The Compensation Committee set the minimum threshold at 70% because it believed performance below that level would not create enough value for the Company’s shareholders and, therefore, should not result in annual incentive payments. If the minimum achievement threshold was satisfied, an annual incentive pool may be funded as described below under “Determining 2024 Annual Incentives.” 2024 Actual Performance. The Company’s adjusted OI for 2024 was $4,939 million for purposes of determining 2024 annual incentives, which exceeded the minimum achievement threshold of 70% of our 2023 adjusted OI established under our Shareholder-Approved Plan. The $4,939 million of 2024 adjusted OI was 17.0% greater than 2023 adjusted OI of $4,223 million, or 15.0% greater than our 200-bps hurdle, resulting in a performance factor of 115.0% for the financial component of the annual incentive program. The Compensation Committee reviewed the Company’s progress against a robust set of goals demonstrating progress in our People & Culture component of the annual incentive program. The Committee determined that the Company progressed on the majority of its objectives, as measured in part by our annual colleague survey, including improvement of colleague wellbeing, inclusive work environment, and colleague engagement results. The Company also maintained strong retention of our colleagues deemed to be high-potential. Based on its assessment of progress around these goals, the Compensation Committee determined that the overall performance factor was 125% of target for the People & Culture component. Determining 2024 Annual Incentives. In accordance with our Shareholder-Approved Plan, the SEICP would not be funded for 2024 unless Aon achieved the minimum achievement threshold of 70% of the 2023 baseline OI. After determining that this minimum threshold had been achieved, the Compensation Committee met in February 2025 to determine the funding status of the SEICP pool for 2024. After application of the formula guidelines described above, the total incentive pool reserved for participating members of the Company’s senior management team (including our NEOs) was determined to be approximately $15.9 million, or 117% of target. In determining annual incentives for our NEOs, the Compensation Committee (or, with respect to Mr. Case, the independent members of the Board) considered Mr. Case’s compensation recommendations for the NEOs (other than himself), business and financial results, individual delivery of key strategic initiatives and personal leadership qualities. While each NEO demonstrated strong personal performance during 2024, the Compensation Committee (and, with respect to Mr. Case, the independent members of the Board) decided to not pay out the full incentive pool for 2024. Mr. Case. The independent directors of the Board determined that, under Mr. Case’s leadership, the Company delivered continued strong progress across the four key financial metrics that we report to shareholders: organic revenue growth, adjusted operating margin, adjusted diluted earnings per share, and free cash flow (the “Four Key Financial Metrics”). Organic revenue growth was 6%, operating margin on an adjusted basis was 31.5%, adjusted diluted earnings per share increased 10% to $15.60, and free cash flow was $2.8 billion. During 2024, the firm returned $1.6 billion of capital to shareholders through share repurchases and dividends. Under Mr. Case’s leadership, Aon made significant progress on its 3x3 Plan to drive our Aon United strategy, bringing together Risk Capital and Human Capital, strengthening the Aon Client Leadership model, and accelerating service delivery and innovation through Aon Business Services. Mr. Case’s leadership was instrumental in progress made on key strategic initiatives to support the 3x3 Plan, including acceleration of our Aon Business Services strategy, optimization of our workforce, and accelerated the closing of the acquisition of leading middle-market broker, NFP. Mr. Case led execution of these initiatives while continuing to navigate a dynamic external economic environment, the ongoing competitive talent market, and other challenges to achieve continued record-high colleague engagement, high colleague retention rates and increased organic hiring in strategic focus areas. Mr. Case received an award of 100% of target for fiscal year 2024, based on the Company’s and his individual performance. Mr. Reese. Mr. Reese’s employment as the Company’s Chief Financial Officer began on July 29, 2024. Mr. Reese contributed substantially to the Company’s strong business and financial results in 2024, including the Four Key Financial Metrics that we report to shareholders. His leadership in the transition of responsibilities from the Company’s former Chief Financial Officer and in overseeing the Company’s financial performance and capital allocation strategy, including M&A, financial reporting, and investor relations, among other areas, meaningfully contributed to the firm’s performance in 2024. Pursuant to his employment letter, Mr. Reese received a guaranteed award of 100% of annual target for fiscal year 2024.
2024 Shareholder Engagement Highlights
| NEO | Earned Bonus as a % of Target | 2024 Actual Annual Incentive | | Gregory C. Case | 100% | $3,750,000 | | Edmund Reese(1) | 100% | $2,000,000 | | Christa Davies(2) | 100% | $1,576,438 | | Eric Andersen | 100% | $2,500,000 | | Lisa Stevens | 107% | $1,600,000 | | Mindy Simon | 106% | $850,000 |
2024 Shareholder Engagement Highlights
| (1) Mr. Reese joined the Company in July 2024 and was entitled to receive a 2024 annual incentive of not less than $2 million pursuant to his employment letter. |
2024 Shareholder Engagement Highlights
| (2) Ms. Davies was eligible to receive a pro-rata annual incentive pursuant to the terms of her transition agreement with the Company. |
2024 Shareholder Engagement Highlights
Long-Term Leadership Performance Program under Our Shareholder-Approved Plan The LPP is a sub-plan of our Shareholder-Approved Plan, which means that LPP awards are subject to plan terms approved by our shareholders. Each annual award granted under the LPP consists of PSUs that are eligible to vest over a three-year performance period based on achievement of cumulative adjusted diluted earnings per share targets over that period. The Compensation Committee historically has approved LPP awards for our NEOs each year. The three-year LPP performance cycles run concurrently, so we may have up to three active cycles during a given year. For example, during 2024, the three active cycles were LPP 17, LPP 18, and LPP 19 (for the 2022-2024, 2023-2025, and 2024-2026 performance periods, respectively). This design is intended to ensure that our NEOs remain focused on long-term sustainable performance while providing the Compensation Committee with the ability to evaluate performance metrics on a regular basis. We do not pay dividends or credit dividend equivalents on PSUs. During the first quarter of 2024, we granted PSUs to our executive officers, including each NEO (other than Mr. Reese, who joined the Company in July 2024 and received his grant at that time), pursuant to LPP 19 (2024-2026 performance period). During the first quarter of 2025, we determined our actual levels of achievement under LPP 17 (2022-2024 performance period) and granted PSUs under LPP 20 (2025-2027 performance period).
LPP Awards Granted in 2024
LPP Awards Granted in 2024 LPP 19 (2024 Grant for 2024-2026 Performance Period). This is our regular three-year performance cycle for long-term incentive awards granted annually to our most senior leaders. The LPP is intended to further strengthen the relationship between wealth accumulation for our executives and long-term financial performance of the Company and increase in shareholder value, and the PSUs awarded under LPP are payable (to the extent earned) in the form of Class A Ordinary Shares. The grant date value of the awards (at target) was determined and approved by the Compensation Committee (and, with respect to Mr. Case, the independent members of the Board). From that value, the number of target PSUs was calculated on the date of grant based on that day’s closing price for Class A Ordinary Shares on NYSE. The PSUs under LPP 19 will be earned and settled in a range of 0% (if the threshold level of performance is not achieved) to 200% of the target number of shares (if the maximum level of performance is achieved) based on the Company’s cumulative adjusted diluted earnings per share over the three-year performance period. The performance results for LPP 19 will be measured against the three-year publicly reported cumulative adjusted diluted earnings per share target rate, subject to limited adjustments set forth in the plan documentation at the beginning of the three-year period. The adjustments are intended to exclude the impact of material and/or significant items, to provide a target that, while challenging, eliminates the impact of certain events and circumstances outside of the control of the relevant executive officers. The Compensation Committee’s selection under LPP 19 of the three-year performance period and cumulative adjusted diluted earnings per share financial performance metric is intended to provide the award recipients a reasonable period within which to achieve and sustain what are intended to be challenging long-term growth objectives. The Compensation Committee believes adjusted diluted earnings per share is a more effective measure of Company performance for purposes of motivating executive performance than diluted earnings per share calculated in accordance with U.S. GAAP, as the adjusted measure provides a target that is more within the executives’ control and area of accountability. Further, the Company believes that adjusted diluted earnings per share provides a perspective on the Company’s ongoing core operating performance that is consistent with how shareholders measure our success and that creates transparency and clarity for participants. We generally do not disclose forward-looking goals for our multi-year LPP grants, because the Company does not provide forward-looking guidance to our investors with respect to adjusted diluted earnings per share for multi-year periods and it is competitively sensitive information. Consistent with our past and current practice, we will disclose multi-year performance goals in our regular programs in full after the close of the performance period. In determining the individual awards under LPP 19 granted in the first quarter of 2024, the Compensation Committee (and, with respect to Mr. Case, the independent members of the Board) considered internal pay relationships, the award recipient’s compensation mix, and total direct compensation, including the recipient’s total direct compensation for 2023 relative to similarly situated executives at our 2024 peer group members. Mr. Reese’s LPP 19 grant was made at the time he commenced employment and the size of such grant was based on similar factors as well as his compensation from his prior employer. For further information regarding individual awards under LPP 19, see footnote (1) in the Summary Compensation Table below, and the Grants of Plan-Based Awards in Fiscal Year 2024 Table below.
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
| Metric | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | | Cumulative Adjusted EPS | $38.20 | $39.72 | $45.35 | | | | Actual | $42.12 |
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
For LPP 17, the cumulative adjusted diluted earnings per share goals from continuing operations ranged from a threshold level of $38.20, below which no payout would occur, to $45.35 or higher, which would yield shares equal to 200% of the target number. A result of $39.72 in cumulative adjusted diluted earnings per share from continuing operations would have yielded shares equal to 100% of the target number. This target performance represented a 22.3% increase over the target for LPP 16, the cycle of our LPP established for the performance period from 2021 through 2023. Our actual cumulative adjusted diluted earnings per share from continuing operations for the three-year period of 2022-2024 was $42.12, resulting in a payout at 163.1% of the target number of shares awarded. For the 2024 performance period associated with LPP 17, the Compensation Committee approved discretionary adjustments to earnings per share (“EPS”) from continuing operations to exclude the impact of 2024 restructuring savings and adjust for the impact of the NFP transaction, which adjustments are permitted under the terms of the plan. Each NEO other than Mr. Reese received a distribution under LPP 17. Sign-On Grants In connection with Mr. Reese’s commencement of employment, in addition to his LPP 19 annual grant, in order to further align his interests with those of our shareholders and to encourage retention and in light of long-term awards that Mr. Reese forfeited from his prior employer, he received a PSU grant pursuant to the LPP that will vest on December 31, 2026 if the pre-established share price hurdle associated with such award is met and he received a grant of RSUs that will vest in equal installments on each of the first three anniversaries of the date of grant. In addition, in consideration of forfeitures from prior employment, Mr. Reese also received a deferred cash sign-on bonus in the amount of $1,000,000, payable on or as soon as practicable after completing a year of service (July 1, 2025). Executive and Relocation Benefits Executive Benefits. In addition to the broad-based employee benefit programs that are available to our employees generally (such as health coverage and 401(k) plan), each of our NEOs is eligible to participate in a deferred compensation program and a supplemental savings plan. Only Mr. Andersen participates in our defined benefit pension plan and the supplemental pension program (each of which are frozen to new participation) because each other NEO was hired after the Aon pension plan was closed to new hires in 2004. Additional information regarding these qualified and nonqualified plan benefits is set forth under the headings “Pension Benefits in Fiscal Year 2024” and “Nonqualified Deferred Compensation in Fiscal Year 2024” contained in this proxy statement. We also provide an executive health screening program available to all of our NEOs and certain other members of our senior management team. In 2025, our Board approved a policy for Mr. Case that provides additional access to Aon’s company-paid aircraft, as well as ground travel in Chicago, for approved personal use. This policy is intended to provide advantages in terms of security, time, and productivity and, as a result, is intended to further our business interests. Relocation Benefits. In 2024, we provided benefits to Mr. Case, Ms. Davies, and Ms. Simon for their agreement to perform services primarily at the Company’s global operational headquarters in London. The Aon group global operational headquarters remained in London following the Company’s reorganization as a public company organized under the laws of Ireland in April 2020, while parent company Aon plc is resident in Dublin. Relocation benefits are customary for expatriate assignments for us and other employers in our industry, and the Compensation Committee approved certain benefits for Mr. Case, Ms. Davies, and Ms. Simon after consulting with its independent compensation consultant. Each relocated NEO has signed an international assignment letter with Aon that sets forth the relocation benefits available to him or her, which are described in more detail under the heading “International Assignment Letters.” The Compensation Committee periodically reviews these relocation packages. Ms. Davies’s international assignment ended July 29, 2024. The compensation received in the form of such benefits is reflected in the Summary Compensation Table for Fiscal Years 2024, 2023, and 2022. Post-Termination Compensation We believe that providing severance and change in control severance benefits is important to recruit talented employees and secure the continued employment and dedication of our existing employees. A significant number of the companies with which we compete for talent have similar arrangements in place for their senior executives. While we consider these benefits to be important, the terms of these benefits are not considered as part of the compensation strategy when the Compensation Committee annually determines the compensation for the NEOs. Additional information about post-termination compensation is set forth in the section captioned “Potential Payments and Benefits on Termination or Change in Control” contained in this proxy statement. Severance Benefits Upon Change in Control. Our NEOs, other than Mr. Case, are eligible for change in control severance benefits under our Senior Executive Combined Severance and Change in Control Plan (referred to throughout this CD&A and the accompanying compensation tables as the “Combined Severance Plan”). The Combined Severance Plan provides that covered executives would receive certain severance benefits upon qualifying terminations of employment in connection with or within two years following a change in control of Aon. Thus, the Combined Severance Plan requires a “double trigger”—a qualifying change in control of Aon and a qualifying termination of the executive’s employment—for severance benefits to become payable. Mr. Case, who is not covered under the Combined Severance Plan, is party to an individual change in control severance agreement with the Company that also provides certain severance benefits upon a qualifying termination in connection with or within two years following a change in control of Aon. Neither the Combined Severance Plan nor Mr. Case’s individual agreement provides for excise tax gross-up protection in the event the executive becomes subject to tax under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) in connection with a change in control of Aon. Additional information regarding the change in control arrangements for our NEOs is set forth in the section captioned “Potential Payments and Benefits on Termination or Change in Control” contained in this proxy statement. Severance Benefits Pursuant to Employment Agreements and Combined Severance Plan; Transition Agreement. We have entered into agreements with certain executive officers that provide for post-employment severance benefits and transitional compensation if the officer’s employment terminates for a qualifying event or circumstance unrelated to a change in control of Aon, such as being terminated without “cause,” as such term is defined in the applicable operative agreement.
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
In the case of Mr. Andersen, we entered into an employment agreement with him on July 26, 2023, pursuant to which he continued to serve as President of the Company and Aon Corporation. Additional information about Mr. Andersen’s employment agreement is provided in the section captioned “Summary Compensation Table for Fiscal Years 2024, 2023 and 2022” in this proxy statement under “Mr. Andersen’s Employment Agreement” and in the section captioned “Potential Payments and Benefits on Termination or Change in Control” under “Employment Agreement with Mr. Andersen.” Effective March 14, 2025, the Company removed Mr. Andersen from the role of President, and he transitioned to the role of senior advisor for the remainder of the employment term (June 30, 2026) pursuant to his employment agreement. A discussion of Mr. Andersen’s employment agreement appears on page 54. In the case of Ms. Davies, we entered into an employment transition agreement whereby Ms. Davies ceased to serve as Chief Financial Officer effective July 29, 2024, pursuant to her transition agreement, and she transitioned to the role of senior advisor through May 31, 2026. (For additional detail, see “Ms. Davies’s Employment Agreement and Transition Agreement” on page 53 and “Employment Agreement and Transition Agreement with Ms. Davies” on page 67.) To the extent that our NEOs are not party to an individual employment agreement providing for severance benefits, those individuals are eligible to receive severance benefits under the Combined Severance Plan. During 2024, each of our NEOs had an employment agreement or letter providing for severance benefits or was eligible to receive severance benefits under the Combined Severance Plan (with Ms. Davies entering into a transition agreement effective July 2024). Additional information regarding such post-employment severance or transitional compensation for Mr. Case and the other NEOs is set forth in the section captioned “Potential Payments and Benefits on Termination or Change in Control” contained in this proxy statement. Risk Assessment of Compensation Policies and Practices We believe that we maintain an appropriate level of prudence associated with our compensation practices and will continue to do so. We engage in a process to evaluate whether our executive and broad-based compensation programs contribute to unnecessary risk-taking. This includes a detailed annual assessment by the Compensation Committee’s independent consultant. We concluded that the risks arising from these programs are not reasonably likely to have a material adverse effect on the Company. In the first quarter of 2025, Meridian independently assessed our compensation practices for 2024 and concluded that they reflect appropriate balance and incorporate appropriate policies and oversight to mitigate imprudent risk-taking. Compensation Committee Report The Organization and Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and set forth in this proxy statement. Based on its review and discussions with management, the Organization and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and thereby incorporated into Aon’s Annual Report on Form 10-K for the year ended December 31, 2024.
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
| The Compensation Committee’s report is provided by the Organization and Compensation Committee, which is composed entirely of the following independent directors: |
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
| Richard C. Notebaert, Chair Jose Antonio Álvarez Jin-Yong Cai | Jeffrey C. Campbell Cheryl A. Francis Byron O. Spruell |
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
Executive Compensation The executive compensation disclosure contained in this section reflects compensation information for the years ended December 31, 2024, December 31, 2023, and December 31, 2022, with respect to our NEOs for all years in which each NEO served in that capacity. The following Summary Compensation Table contains compensation information for the following NEOs: (1) Mr. Case, who served as our Chief Executive Officer during 2024; (2) Mr. Reese, who joined the Company as our Chief Financial Officer in July 2024; (3) Ms. Davies, who served as our Chief Financial Officer until July 29, 2024 and has since entered into a transition agreement; and (4) Mr. Andersen, who served as our President during 2024 and has since transitioned to a senior advisor position, Ms. Stevens, and Ms. Simon, who were our three other most highly compensated executive officers serving as of December 31, 2024. Summary Compensation Table for Fiscal Years 2024, 2023 and 2022
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Awards ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | | Gregory C. Case | 2024 | 1,500,000 | — | 21,363,030 | — | 2,437,500 | — | 904,859 | 26,205,390 | | President and Chief Executive | 2023 | 1,500,000 | — | 21,487,348 | — | — | — | 674,485 | 23,661,834 | | Officer | 2022 | 1,500,000 | — | 17,497,455 | — | — | — | 671,530 | 19,668,985 | | Edmund Reese | 2024 | 500,000 | 1,300,000(5) | 4,915,524 | — | — | — | 6,178 | 6,721,701 | | Executive Vice President and | | | | | | | | | | | Chief Financial Officer | | | | | | | | | | | Christa Davies | 2024 | 937,500 | — | 10,205,771 | — | 1,576,438 | — | 4,181,310 | 16,901,019 | | Former Executive Vice President and | 2023 | 1,250,000 | — | 25,042,451 | — | — | — | 5,340,367 | 31,632,818 | | Chief Financial Officer | 2022 | 1,250,000 | — | 7,608,231 | — | — | — | 3,130,577 | 11,988,808 | | Eric Andersen | 2024 | 1,250,000 | — | 8,528,455 | — | 1,625,000 | — | 49,150 | 11,452,605 | | President | 2023 | 1,250,000 | — | 23,356,614 | — | — | 108,811 | 50,022 | 24,765,447 | | | 2022 | 1,250,000 | — | 6,056,776 | — | — | — | 56,912 | 7,363,688 | | Lisa Stevens | 2024 | 1,000,000 | — | 5,705,132 | — | 1,040,000 | — | 40,774 | 7,785,906 | | Executive Vice President | 2023 | 1,000,000 | — | 5,269,440 | — | — | — | 36,446 | 6,305,886 | | Chief Administrative Officer | 2022 | 1,000,000 | — | 3,365,712 | — | — | — | 33,147 | 4,398,859 | | Mindy Simon | 2024 | 768,750 | — | 2,542,663 | — | 552,500 | 4,085 | 579,074 | 4,447,072 | | Chief Operating Officer | | | | | | | | | |
LPP 17 PSUs (Performance Period 1/1/2022—12/31/2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jose Antonio Álvarez | 135,838 | 309,458 | 10,000 | 455,296 | | Jin-Yong Cai | 145,000 | 225,112 | 156,861 | 526,972 | | Jeffrey C. Campbell | 180,000 | 225,112 | 10,000 | 415,112 | | Fulvio Conti | 175,000 | 225,112 | 10,000 | 410,112 | | Cheryl A. Francis | 175,000 | 225,112 | 10,000 | 410,112 | | Adriana Karaboutis | 145,000 | 225,112 | 10,000 | 380,112 | | Lester B. Knight | 175,000 | 449,927 | 129,882 | 754,809 | | Richard C. Notebaert | 175,000 | 225,112 | 10,000 | 410,112 | | Gloria Santona | 148,874 | 225,112 | — | 373,986 | | Sarah Smith | 145,000 | 225,112 | 26,134 | 396,246 | | Byron O. Spruell | 145,000 | 225,112 | — | 370,112 | | James Stavridis | 54,769 | 191,665 | 10,000 | 256,434 | | Carolyn Y. Woo | 68,915 | — | 10,000 | 78,915 |