| | The Compensation Committee’s report is provided by the Organization and Compensation Committee, which is composed entirely of the following independent directors: | | | | | Richard C. Notebaert, Chair Jin-Yong Cai Jeffrey C. Campbell | | Cheryl A. Francis | Jin-Yong CaiByron O. Spruell
| | Richard B. Myers
| Jeffrey C. Campbell
| | Carolyn Y. Woo | | | | | | | | | |
2022
2024 Aon Proxy Statement 3941
Executive Compensation The executive compensation disclosure contained in this section reflects compensation information for the years ended December 31, 2021,2023, December 31, 2020,2022, and December 31, 20192021, 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 2021,2023, (2) Ms. Davies, who served as our Chief Financial Officer during 2021,2023, and (3) Mr. Andersen, Ms. Stevens, and Mr. Zeidel, who were our three other most highly compensated executive officers serving as of December 31, 2021. No compensation prior to 2021 is included for Ms. Stevens or Mr. Zeidel because they were not named executive officers for those years.2023. Summary Compensation Table for Fiscal Years 2021, 20202023, 2022 and 20192021 | | Name and Principal Position | | Name and Principal Position | | Name and Principal Position | | Name and Principal Position | | Name and Principal Position | | Year | | Salary (S) | | Bonus ($) | | Stock Awards ($)(1) | | Option Awards ($) | | Non-Equity Incentive Plan Awards ($)(2) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | All Other Compensation ($) | | Total ($) | | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($)(1) | | Option Awards ($) | | Non-Equity Incentive Plan Awards ($)(2) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | All Other Compensation ($)(3) | | Total ($) | Gregory C. Case | | | 2021 | | | | 1,500,000 | | | | — | | | | 15,262,436 | | | | — | | | | 2,437,500 | | | | — | | | | 668,448 | | | | 19,868,384 | | | | 2023 | | | | 1,500,000 | | | | — | | | | 21,487,348 | | | | — | | | | — | | | | — | | | | 674,485 | | | | 23,661,834 | | Chief Executive | | 2020 | | | 1,500,000 | | | | — | | | 15,880,566 | | | | — | | | 2,242,500 | | | | — | | | 671,430 | | | 20,294,496 | | | Officer | | | 2019 | | | | 1,500,000 | | | | — | | | | 13,705,798 | | | | — | | | | — | | | | — | | | | 802,045 | | | | 16,007,843 | | Officer | | Officer | | Officer | | Officer | | Christa Davies | | | 2021 | | | | 1,000,000 | | | | — | | | | 8,313,103 | | | | — | | | | 1,365,000 | | | | — | | | | 4,536,093 | | | | 15,214,195 | | | | 2023 | | | | 1,250,000 | | | | — | | | | 25,042,451 | | | | — | | | | — | | | | — | | | | 5,340,367 | | | | 31,632,818 | | Executive Vice President | | 2020 | | | 1,000,000 | | | | — | | | 6,779,055 | | | | — | | | 1,300,000 | | | | — | | | 3,164,888 | | | 12,243,943 | | | and Chief Financial Officer | | and Chief Financial Officer | | and Chief Financial Officer | | and Chief Financial Officer | | and Chief Financial Officer | | | 2019 | | | | 975,000 | | | | — | | | | 5,024,842 | | | | — | | | | — | | | | — | | | | 1,739,576 | | | | 7,739,418 | | Eric Andersen | | | 2021 | | | | 1,000,000 | | | | — | | | | 6,381,328 | | | | — | | | | 1,218,750 | | | | — | | | | 43,450 | | | | 8,643,528 | | | | 2023 | | | | 1,250,000 | | | | — | | | | 23,356,614 | | | | — | | | | — | | | | 108,811 | | | | 50,022 | | | | 24,765,447 | | President | | 2020 | | | 1,000,000 | | | | — | | | 4,358,044 | | | | — | | | 975,000 | | | 307,284 | | | 33,975 | | | 6,674,303 | | | | | | 2019 | | | | 975,000 | | | | — | | | | 3,261,849 | | | | — | | | | — | | | | 417,424 | | | | 47,384 | | | | 4,701,657 | | | | | | | | | | | | | | Lisa Stevens | | | 2021 | | | | 900,000 | | | | — | | | | 2,106,188 | | | | — | | | | 780,000 | | | | — | | | | 34,960 | | | | 3,821,148 | | | | 2023 | | | | 1,000,000 | | | | — | | | | 5,269,440 | | | | — | | | | — | | | | — | | | | 36,446 | | | | 6,305,886 | | Chief People Officer and Head of Human Capital Solutions | | | | | | | | | | | | | | | | | | | Executive Vice President | | | and Chief People Officer | | and Chief People Officer | | and Chief People Officer | | and Chief People Officer | | and Chief People Officer | | Darren Zeidel | | | 2021 | | | | 750,000 | | | | — | | | | 1,534,728 | | | | — | | | | 585,000 | | | | — | | | | 29,100 | | | | 2,898,828 | | | | 2023 | | | | 900,000 | | | | — | | | | 2,573,886 | | | | — | | | | 250,000 | | | | — | | | | 37,695 | | | | 3,761,581 | | EVP, General Counsel and Company Secretary | | | | | | | | | | | | | | | | | | | Executive Vice President, | | General Counsel and | | Company Secretary | |
(1) | The amounts shown reflect the aggregate grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”)) of restricted share unit awards (paid in satisfaction of 35%all or part of each NEO’s annual incentive award for the previous performance year) and performance share unit awards granted to our NEOs pursuant to our Shareholder-Approved Plan in 20212023 and, where applicable, 2020,2022, and 2019.2021. These amounts disregard adjustments for forfeiture assumptions and do not reflect amounts actually paid to, or realized by, the NEOs in the years shown, or any prior years. |
In 2019-2021, each of our NEOs received awards of performance share units under the LPP with a grant date fair value
| LPP Awards. In 2021-2023, each of our NEOs received awards of PSUs under the LPP (and, in the case of Mr. Case, also in satisfaction of a portion of his annual incentive from the previous year) with grant date fair values as set forth in the table below. |
| | | | | | | | | | | | | Name | | Year | | | Grant Date Fair Value of Performance Share Unit Awards Assuming Probable Outcomes Under LPP ($) | | | Grant Date Fair Value of Performance Share Unit Awards Assuming Achievement of Maximum Performance Levels Under LPP ($) | | Gregory C. Case | | | 2021 | | | | 14,054,964 | | | | 28,109,929 | | | | | 2020 | | | | 15,880,566 | | | | 31,761,131 | | | | | 2019 | | | | 13,005,880 | | | | 26,011,760 | | Christa Davies | | | 2021 | | | | 7,613,019 | | | | 15,226,039 | | | | | 2020 | | | | 6,779,055 | | | | 13,558,110 | | | | | 2019 | | | | 4,464,926 | | | | 8,929,852 | | Eric Andersen | | | 2021 | | | | 5,856,437 | | | | 11,712,874 | | | | | 2020 | | | | 4,358,044 | | | | 8,716,089 | | | | | 2019 | | | | 2,911,923 | | | | 5,823,846 | | Lisa Stevens | | | 2021 | | | | 1,756,260 | | | | 3,512,521 | | Darren Zeidel | | | 2021 | | | | 1,219,656 | | | | 2,439,312 | |
| | | | | | | | | | | | | Name | | Year | | | Grant Date Fair Value of Performance Share Unit Awards Assuming Probable Outcomes Under LPP ($) | | Grant Date Fair Value of Performance Share Unit Awards Assuming Achievement of Maximum Performance Levels Under LPP ($) | | | Gregory C. Case | | | 2023 | | | 19,293,739 | | 38,587,479 | | | | | | 2022 | | | 17,497,455 | | 34,994,910 | | | | | | 2021 | | | 14,054,964 | | 28,109,929 | | | Christa Davies | | | 2023 | | | 7,839,084 | | 15,678,167 | | | | | | 2022 | | | 6,873,311 | | 13,746,622 | | | | | | 2021 | | | 7,613,019 | | 15,226,039 | | | Eric Andersen | | | 2023 | | | 6,369,181 | | 12,738,362 | | | | | | 2022 | | | 5,400,548 | | 10,801,096 | | | | | | 2021 | | | 5,856,437 | | 11,712,874 | | | Lisa Stevens | | | 2023 | | | 3,919,542 | | 7,839,084 | | | | | | 2022 | | | 2,945,838 | | 5,891,676 | | | | | | 2021 | | | 1,756,260 | | 3,512,521 | | | Darren Zeidel | | | 2023 | | | 1,763,823 | | 3,527,647 | | | | | | 2022 | | | 1,570,927 | | 3,141,854 | | | | | | 2021 | | | 1,219,656 | | 2,439,312 |
40 202242 2024 Aon Proxy Statement
| July 2023 PSUs. On July 26, 2023, the Compensation Committee approved special grants of PSUs to each of Ms. Davies and Mr. Andersen with grant date fair values, assuming probable outcomes, of $14,737,500 each. |
| For awards granted under the LPP and the July 2023 PSUs, the grant date fair value of performance share unitsPSUs is calculated in accordance with ASC Topic 718 based on the probable outcome of the performance conditions at the time of grant. See Note 12 “Share-Based Compensation Plans” of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s Form 10-K for the year ended December 31, 2023 for information regarding assumptions underlying the valuation of equity awards. Set forth above are the grant date fair values of the performance share unit awardsPSUs granted under the LPP and the July 2023 PSUs, calculated assuming (i) the probable outcome of the performance conditions for each program, which amount is included in the “Stock Awards” column of this Summary Compensation Table and (ii) for units granted under the LPP, achievement of the maximum levels of performance (which is the dollar value attributed to the original award multiplied by 200% for each year shownperformance. No maximum amounts are reflected for the LPP).July 2023 PSUs because the threshold performance level has not been achieved. The amounts shown in the tabletables above reflect the aggregate grant date fair value for these awards computed in accordance with ASC Topic 718, and do not correspond to the actual value that will be recognized by our NEOs. |
(2) | The amounts shown in the “Non-Equity Incentive Plan Compensation” column for each of 2021, 2020,2023, 2022, and 20192021 reflect the cash portion of the annual incentive awards earned by the NEOs for performance in those years (generally, underyears. For 2021, 65% was paid in the termsform of those awards,cash and 35% has beenwas paid in the form of restricted share units (reported in the “Stock Awards Column”), andexcept that Mr. Case received 35% in the form of PSUs. For 2022, 100% was paid in the form of restricted share units, except that Mr. Case received 65% in the form of cash; provided, however, that Mr. Case receivedrestricted share units and 35% of his 2021 annual incentive award in the form of performancePSUs. For 2023, other than for Mr. Zeidel, 100% was paid in the form of PSUs with terms similar to LPP 19 awards, except that such units are also subject to attainment of a share units under LPP 17). Theseprice hurdle. For Mr. Zeidel, in addition to the PSUs, he received a portion ($250,000) of his annual incentive in cash. All amounts shown in this column were actually paid or granted to the NEOs in the first quarter of the year following the relevant performance year, which, for annual awards settled in share units, causes the amounts to be reflected as stock awards in the Summary Compensation Table two years following the relevant performance year. |
(3) | For 2021,2023, the amounts reported as “All Other Compensation” consist of the following components: |
| Name | | Company Contributions ($)(a) | | Perquisites ($)(b) | | Other ($)(c) | | Tax Reimbursements ($)(d) | | Total ($) | | Company Contributions ($)(a) | | Perquisites ($)(b) | | Other ($)(c) | | Tax Reimbursements ($)(d) | | Total ($) | | Gregory C. Case | | | 31,450 | | | | 22,485 | | | | 614,513 | | | | — | | | | 668,448 | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | | 29,350 | | | | 52,035 | | | | 527,510 | | | | 3,927,197 | | | | 4,536,093 | | | Eric Andersen | | | 31,450 | | | | 12,000 | | | | — | | | | — | | | | 43,450 | | Eric Andersen | | Eric Andersen | | Eric Andersen | | Eric Andersen | | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | | 25,150 | | | | 9,810 | | | | — | | | | — | | | | 34,960 | | | Darren Zeidel | | | 27,250 | | | | 1,850 | | | | — | | | | — | | | | 29,100 | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | |
| (a) | The amounts shown in the “Company Contributions” column represent, for each of our NEOs, (i) a contribution by Aon of $18,850$21,450 for each of Mr. Case, Ms. Stevens, and Mr. Zeidel, and $18,450$21,150 for each of Ms. Davies and Mr. Andersen to the Aon Savings Plan, our qualified defined contribution plan; and (ii) a contribution by Aon of $12,600 to$10,200 for Mr. Case, $10,900 to$10,500 for each of Ms. Davies $13,000 forand Mr. Andersen, $6,300$6,800 for Ms. Stevens, and $8,400$8,500 for Mr. Zeidel to the Aon Supplemental Savings Plan, a nonqualified defined contribution plan. |
| (b) | In connection with the 2012 Redomestication, certain of our NEOsMr. Case and Ms. Davies have agreed to relocate toprovide services primarily at Aon’s London, U.K. Theheadquarters. They are each provided relocation packages that are intended to keep the transferred executivesthem “whole” on a total rewards basis, be transparent and equitable, and reflect competitive practices and benchmarks of industry counterparts. This column also includes amounts Aon paid to third parties for Ms. Davies’ eligible dependents’ schooling or assistance in preparing her tax returns in connection with the 2012 Redomestication.her international assignment.
|
| | In 2021,2023, the Company provided perquisites to Ms. Davies related to the relocationassignment of $44,128$54,914 for schooling assistance and $6,057$31,346 for tax preparation services. |
| | For a description of cash allowances and cash bonuses paid to our NEOs in connection with the relocation,international assignments, see footnote (c) below. |
| | Mr. Case,All NEOs except Ms. Davies Ms. Stevens and Mr. Zeidel each participated in Aon’s executive health screening program in 2021.2023. The actual cost to Aon of the NEO’s use of this program was $1,850 per NEO.$7,687 for Mr. Case, $5,000 for Mr. Andersen, $4,356 for Ms. Stevens, and $6,620 for Mr. Zeidel.
|
| | As part of Mr. Case’s employment agreement, Aon provides him with life insurance coverage in the amount no less than $5,000,000 during the term of his agreement. This amount reflects the cost above and beyond the cost of life insurance that is provided to a typical Aon employee. For 2021,2023, the cost was $20,635. |
| | Ms. Stevens received reimbursement for club dues of $7,960.$3,840. Mr. Andersen received an annual car allowance of $12,000. |
| | We maintain an arrangement with NetJets for use of chartered aircraft and associated ground travel as necessary. Infrequently, a NEO will use a NetJets flight for personal purposes, or the spouse or guests of a NEO may accompany the executive when a NetJets flight is already going to a specific destination for a business purpose. In the case of a personal flight, the cost to the Company of such flight is reimbursed to the Company by the NEO. In the case of a spouse or other guest on a business flight, this has a minimal cost to the Company and, where applicable, the variable costs associated with the additional passenger are included in determining the aggregate incremental cost to the Company. No amounts were included in the Summary Compensation Table this year with respect to such aircraft. |
2024 Aon Proxy Statement 43
| (c) | In connection with their relocationinternational assignment to London, U.K., certain NEOsMr. Case and Ms. Davies are entitled to additional cash compensation in accordance with the terms of their international assignment letters and our relocation programs. Allowances became payable to the NEOs beginning on the date the NEO’s foreign assignment began and will terminate at the end of the foreign assignment. The following table sets forth the additional compensation received by the NEOsthem with respect to 20212023 service: |
| Name | | Housing Allowance ($) | | Cost of Living Allowance ($) | | Foreign Service Allowance ($) | | Transportation Allowance ($) | | Total ($) | | Housing Allowance ($) | | Cost of Living Allowance ($) | | Foreign Service Allowance ($) | | Transportation Allowance ($) | | Total ($) | | Gregory C. Case | | | 382,013 | | | | 97,500 | | | | 135,000 | | | | — | | | | 614,513 | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | | Christa Davies | | | 286,510 | | | | 97,500 | | | | 120,000 | | | | 23,500 | | | | 527,510 | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | |
2022 Aon Proxy Statement 41
| (d) | In connection with her relocation to London, U.K.,international assignment, Ms. Davies is entitled to receive a tax equalization benefit designed to equalize the income tax paid by her so that her total income and social tax costs related to any earnings from the Company while on the international assignment |
| | (including (including earnings related to granting or vesting of equity-based awards) will be no more than an amount she would have paid had all of the earnings been taxable solely pursuant to U.S. income and social tax laws.
|
| | The tax equalization benefit caps the executive’s total income and social tax exposure to what she would be taxed on earnings from the Company under the U.S. tax laws (as compared to the U.K. tax laws as in existence from time to time). This policy is designed and intended to yield neither an economic benefit nor detriment to Ms. Davies as a result of her international assignment. |
| | For Ms. Davies, any applicable schooling assistance and allowances for foreign service, housing, cost of living, home leave, and transportation are grossed up for applicable U.S. taxes. |
| | The amounts shown in the “All Other Compensation” table represent Aon’s calculation of the excess U.K. taxes paid above the hypothetical tax that Ms. Davies would have paid had she not been relocated to London, U.K. and the amount paid by Aon to neutralize the tax impact on Ms. Davies with respect to eligible relocation compensation. |
Employment Agreements and Other Compensation Agreements Mr. Case’s Employment Agreement We are party to an Amended and Restated Employment Agreementemployment agreement with Gregory C.Mr. Case pursuant to which he serves as our Chief Executive Officer. The current term of Mr. Case’s agreement continues through April 1, 2026,2028, unless terminated earlier or extended. The agreement also provides that Mr. Case will be nominated for re-election as a member of the Board at each annual general meeting of shareholders during the period of his employment. Mr. Case’s employment agreement provides for an initial base salary of $1,500,000, subject to adjustment at the discretion of the Board, and a target annual incentive bonus of not less than 200% of base salary, subject to the provisions of our Shareholder-Approved Plan. The Board retains the discretion to determine Mr. Case’s actual bonus payment. In the first quarter of 2022, the Compensation Committee performed its annual compensation review (as described above under “The Executive Compensation Process”) and adjusted Mr. Case’s target annual incentive to 250% of base salary. In addition, Mr. Case’s agreement provides that he will be provided with life insurance coverage in an amount equal to no less than $5,000,000 during the term of the agreement. Under the agreement, Mr. Case has also agreed to maintain an investment position in Aon Class A Ordinary Shares equal to no less than 20 times his annual base salary. Ms. Davies’s Employment Agreement We are party to an Employment Agreementemployment agreement with ChristaMs. Davies pursuant to which she serves as our Executive Vice President and Chief Financial Officer. The current term of Ms. Davies’s agreement continues through April 1, 2026, unless terminated earlier or extended. The agreement provides for an initial base salary which has subsequently been adjusted by our Compensation Committee as permitted under the agreement, and a target annual incentive bonus of 150% of her base salary and foreign service allowance. In the first quarter of 2022, the Compensation Committee performed its annual compensation review (as described above under “The Executive Compensation Process”) and adjusted Ms. Davies’s base salary to $1,250,000 and target annual incentive to 200% of base salary. On April 1, 2024, Ms. Davies notified the Company of her intention to retire from the position of Chief Financial Officer. Ms. Davies will continue to serve as Chief Financial Officer into the third quarter of 2024 and will thereafter remain at the Company as a senior advisor for a transition period into 2025. Mr. Andersen’s Employment Agreement and Letter We have provided Eric Andersenare party to an employment letteragreement with Mr. Andersen, effective July 1, 2023, pursuant to which he serves as our President.President of the Company and Aon Corporation. The letter provides thatcurrent term of Mr. Andersen’s continuedagreement continues until June 30, 2026, unless earlier terminated or extended. The employment with us is on an at-will basis, and that he is eligible to participate in our Combined Severance Plan.agreement supersedes Mr. Andersen’s employment letter also 44 2024 Aon Proxy Statement
confirming certain terms and conditions of his at-will employment dated as of May 11, 2018. Mr. Andersen’s agreement provides for an initial base salary of no less than $1,250,000 per year, and an initial target annual bonus, both of which have been adjusted by the Compensation Committee as permitted under the letter. In early 2021, the Compensation Committee approved an increase to Mr. Andersen’sa target annual incentive from 100% to 150%. In the first quarter of 2022, the Compensation Committee performed its annual compensation review (as described above under “The Executive Compensation Process”) and adjusted Mr. Andersen’s target annual incentive tono less than 200% of his base salary. The agreement also provides for the grant of the July 2023 PSUs. Ms. Stevens’s Employment Letter We have provided LisaMs. Stevens an employment letter pursuant to which she serves as our Executive Vice President and Chief People Officer and Head of Human Capital Solutions.Officer. The letter provides that Ms. Stevens’s continued employment with us is on an at-will basis, and that she is eligible to participate in our Combined Severance Plan. Ms. Stevens’s letter also provides for an initial base salary, which has subsequently been adjusted to $1,000,000 by our Compensation Committee as permitted under the letter, a target annual bonus 42 2022 Aon Proxy Statement
of 100% of her base salary, which has subsequently been adjusted to 150% by our Compensation Committee as permitted under the letter, and an initial target long-term incentive award of 150% of her base salary. In the first quarter of 2022, the Compensation Committee performed its annual compensation review (as described above under “The Executive Compensation Process”) and adjusted Ms. Stevens’s target annual incentive to 150% of her base salary. Mr. Zeidel’s Employment Letter We have provided DarrenMr. Zeidel an employment letter pursuant to which he serves as our Executive Vice President, General Counsel, and Company Secretary. The letter provides that Mr. Zeidel’s continued employment with us is on an at-will basis, and that he is eligible to participate in our Combined Severance Plan. Mr. Zeidel’s letter also provides for an initial base salary, which has subsequently been adjusted to $900,000 by our Compensation Committee as permitted under the letter, a target annual bonus of 100% of his base salary, and an initial target long-term incentive award of 150% of his base salary. International Assignment Letters In connection with the Company’s 2012 Redomestication,their agreeing to provide services primarily at Aon’s London global operational headquarters, we entered into international assignment letters with each of Mr. Case and Ms. Davies. These letters describe the international assignments and set forth the relocation benefits to the executives, which are described below. The letters are not intended to diminish the rights of the executives under their current employment arrangements; however, the letters provide by their terms that the executives’ acceptance of their international assignments, and repatriation thereafter, will not give rise to any right to terminate for good reason (as such term is defined in the applicable executive’s employment agreement, if applicable). The letters for Mr. Case and Ms. Davies were amended and extended in July 2014 for an additional two years, onin July 1, 2016 for an additional two years, and on each July 1 of 2018 through 20212023 for an additional year. Depending on each executive’s personal circumstances, and as disclosed in the tables above, the relocation packages, as amended, generally provide some or all of the following benefits: a monthly housing allowance of approximately $31,834 for Mr. Case and $23,876 for Ms. Davies;
• | | a monthly housing allowance of approximately $31,834 for Mr. Case and $23,876 for Ms. Davies; |
a monthly cost of living differential of $8,125;
• | | a monthly cost of living differential of $8,125; |
a monthly foreign service allowance of $11,250 for Mr. Case, and $10,000 for Ms. Davies;
• | | a monthly foreign service allowance of $11,250 for Mr. Case, and $10,000 for Ms. Davies; |
a monthly car allowance of approximately $1,958 for Ms. Davies;
• | | a monthly car allowance of approximately $1,958 for Ms. Davies; |
eligible dependents’ schooling assistance, including tuition and application fees, for Ms. Davies;
• | | eligible dependents’ schooling assistance, including tuition and application fees, for Ms. Davies; |
a tax equalization benefit for Ms. Davies, designed to equalize the income tax paid by her so that her total income and social tax costs related to any earnings from the Company while on the international assignment (including earnings related to granting or vesting of equity-based awards) will be no more than an amount she would have paid had all of the earnings been taxable solely pursuant to the U.S. income and social tax laws;
• | | a tax equalization benefit for Ms. Davies, designed to equalize the income tax paid by her so that her total income tax costs related to any earnings from the Company while on the international assignment (including earnings related to granting or vesting of equity-based awards) will be no more than an amount she would have paid had all of the earnings been taxable solely pursuant to the U.S. income tax laws; |
a tax gross-up for Ms. Davies on schooling assistance and on allowances related to housing, cost of living, home leave, and transportation; and
• | | a tax gross-up for Ms. Davies on schooling assistance and on allowances related to housing, cost of living, home leave, and transportation; and |
enhanced tax preparation and planning and expatriate services for the tax years covered by the international assignment or for which international earnings are taxed by the U.K. or Ireland.
• | | enhanced tax preparation and planning and expatriate services for the tax years covered by the international assignment or for which international earnings are taxed by the U.K. or Ireland. |
All of the relocation benefits are subject to recoupment if the executive officer resigns employment with the Company within two years of commencing the international assignment, or 12 months after the end of the assignment, and becomes employed by a direct competitor of the Company. 20222024 Aon Proxy Statement 4345
Grants of Plan-Based Awards in Fiscal Year 20212023 The following table provides information on non-equity incentive plan compensation, restricted share unit awards, and performance share unit awards granted in 20212023 to each of the NEOs. | | Name | | Grant Date | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Target ($) | | Maximum ($) | | | | Threshold (#) | | Target (#) | | Maximum (#) | Name | | | Name | | Name | | Grant Date | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Option Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Target ($) | | Maximum ($) | | | | Threshold (#) | | Target (#) | | Maximum (#) | | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | | 2/12/2021 | | | | 3,000,000 | | | | 6,000,000 | | | | — | | | | — | | | | — | | | | 5,295 | | | | — | | | | — | | | | 1,207,472 | | | | | 3/26/2021 | | | | — | | | | — | | | | | | 31,536 | | | | 63,072 | | | | 126,144 | | | | — | | | | — | | | | — | | | | 14,054,964 | | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | | 2/11/2021 | | | | 1,680,000 | | | | 3,360,000 | | | | — | | | | — | | | | — | | | | 3,053 | | | | — | | | | — | | | | 700,083 | | | | | 3/25/2021 | | | | — | | | | — | | | | 11,776 | | | | 23,552 | | | | 47,104 | | | | — | | | | — | | | | — | | | | 5,171,077 | | | | | 8/6/2021 | | | | — | | | | — | | | | | | 4,780 | | | | 9,559 | | | | 19,118 | | | | — | | | | — | | | | — | | | | 2,441,942 | | | | | | | | | | | | | | | | | Eric Andersen | | Eric Andersen | | Eric Andersen | | Eric Andersen | | Eric Andersen | | | 2/11/2021 | | | | 1,500,000 | | | | 3,000,000 | | | | — | | | | — | | | | — | | | | 2,289 | | | | — | | | | — | | | | 524,891 | | | | | 3/25/2021 | | | | — | | | | — | | | | 8,888 | | | | 17,775 | | | | 35,550 | | | | — | | | | — | | | | — | | | | 3,902,679 | | | | | 8/6/2021 | | | | — | | | | — | | | | | | 3,824 | | | | 7,648 | | | | 15,296 | | | | — | | | | — | | | | — | | | | 1,953,758 | | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | | 2/11/2021 | | | | 900,000 | | | | 1,800,000 | | | | — | | | | — | | | | — | | | | 1,526 | | | | — | | | | — | | | | 349,927 | | | | | 3/25/2021 | | | | — | | | | — | | | | | | 4,000 | | | | 7,999 | | | | 15,998 | | | | — | | | | — | | | | — | | | | 1,756,260 | | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | | 2/11/2021 | | | | 750,000 | | | | 1,500,000 | | | | — | | | | — | | | | — | | | | 1,374 | | | | — | | | | — | | | | 315,072 | | | | | 3/25/2021 | | | | — | | | | — | | | | 2,778 | | | | 5,555 | | | | 11,110 | | | | — | | | | — | | | | — | | | | 1,219,656 | |
(1) | The amounts shown relate to potential annual incentive plan awards for 20212023 service for each NEO under our Shareholder-Approved Plan. The amounts shown as “Target” represent the target payment level of 200%250% for Mr. Case, 150%200% for Ms. Davies and Mr. Andersen, 150% for Ms. Stevens, and 100% for each of Ms. Stevens and Mr. Zeidel, of their respective base salaries (after giving effect to annual increases), and the amounts shown in “Maximum” reflect the maximum payment level of two times the target incentive amount, as provided by the terms of our Shareholder-Approved Plan. For Ms. Davies, the annual foreign service allowance is included with base salary in determining her bonus target. |
| Our Shareholder-Approved Plan does not contain a threshold payment level for any of the NEOs. If pre-establishedOur Shareholder-Approved Plan does not contain a threshold payment level for any of the NEOs. If pre-established performance measures are not met, no payments are made.
|
(2) | The amounts shown in columns titled “Threshold,” “Target,” and “Maximum” represent the threshold, target, and maximum number of performance share units(a) PSUs granted to our NEOs pursuant to Aon’s LPP 1618 (and, for Mr. Case, in respect of 35% of his 2022 annual incentive award) that will be earned and settled in Class A Ordinary Shares if certain performance criteria are achieved during the 20212023 to 2025 performance period, and (ii) for Ms. Davies and Mr. Andersen, PSUs granted to them on July 26, 2023 performance period.(the July 2023 PSUs). As the potential payments for these units are dependent on achieving certain performance criteria, actual payouts could differ by a significant amount. For more information regarding the terms of these performance share units andthe PSUs granted pursuant to LPP 16,18, see the section titled “Leadership Performance Program under Our Shareholder-Approved Plan” in the CD&A. For more information regarding the terms of the July 2023 PSUs, see the section titled “July 2023 Long-Term Performance-Based Awards” in the CD&A. |
(3) | The amounts shown in this column represent the number of restricted share units granted to each NEO in 20212023 in satisfaction of 35%100% of the annual incentive award earned by such NEO for 2020 performance.2022 performance, other than Mr. Case, who received 65% in the form of restricted share units. Within the framework of our Shareholder-Approved Plan, the target amount of each NEO’s annual incentive award for 20202022 performance (calculated as a percentage of base salary and, with respect to Ms. Davies, her annual foreign service allowance) was 200% for Mr. Case, 150% for each of Ms. Davies and Mr. Andersen, 150% for Ms. Stevens, and 100% for each of Ms. Stevens and Mr. Zeidel; the bonus range was capped at 400% for Mr. Case, 300% for each of Ms. Davies and Mr. Andersen, 300% for Ms. Stevens, and 200% for each of Ms. Stevens and Mr. Zeidel. The determination of the actual incentive amount payable was determined based, among other things, on Aon’s overall performance and an individual performance assessment. These restricted share units will vest in installments of 331/3% on the first through third anniversaries of the date of grant. DividendEffective with grants in 2023 onward, dividend equivalents are paid quarterly in cash on unvestedwill accumulate and pay when the restricted share units and votingunit vests. Voting rights do not attach to any unvested restricted share units. |
(4) | The amounts shown in this column are the grant date fair values of the restricted share units and performance share units.PSUs. The grant date fair value reflects the aggregate grant date fair value computed in accordance with ASC Topic 718 and, with respect to the performance share unit awards granted under the LPP and the July 2023 PSUs, is based on the probable outcome of the performance-based conditions at the time of grant. These amounts do not correspond to the actual value (if any) that may be recognized by the NEOs. For additional information about the applicable assumptions for determining the grant date fair value of restricted share unit awards, see footnote (1) to the Summary Compensation Table. |
44 202246 2024 Aon Proxy Statement
Outstanding Equity Awards at 20212023 Fiscal Year-End The following table sets forth information regarding outstanding restricted share units and performance share unitsPSUs held by each of our NEOs on December 31, 2021.2023. See “Potential Payments and Benefits on Termination or Change in Control” for information regarding the impact of certain employment termination scenarios on outstanding equity awards. | | | | | Stock Awards | | Stock Awards | Name | | Grant Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(4) | | Grant Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | | 2/15/2019 | (1) | | | 1,357 | | | | 407,860 | | | | — | | | | — | | | | | 3/29/2019 | (2) | | | 157,000 | | | | 47,187,920 | | | | — | | | | — | | | | | 3/27/2020 | (3) | | | — | | | | — | | | | 198,284 | | | | 59,596,239 | | | | | 2/12/2021 | (1) | | | 5,295 | | | | 1,591,465 | | | | — | | | | | 3/26/2021 | (3) | | | — | | | | — | | | | 126,144 | | | | 37,913,841 | | | | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | | 2/14/2019 | (1) | | | 1,101 | | | | 330,917 | | | | — | | | | — | | | | | 3/28/2019 | (2) | | | 54,384 | | | | 16,345,655 | | | | — | | | | — | | | | | 3/26/2020 | (3) | | | — | | | | — | | | | 84,490 | | | | 25,394,314 | | | | | 2/11/2021 | (1) | | | 3,053 | | | | 917,610 | | | | — | | | | — | | | | | 3/25/2021 | (3) | | | — | | | | — | | | | 47,104 | | | | 14,157,578 | | | | | 8/6/2021 | (3) | | | — | | | | — | | | | 19,118 | | | | 5,746,106 | | | | | | | | Eric Andersen | | Eric Andersen | | Eric Andersen | | Eric Andersen | | Eric Andersen | | | 2/14/2019 | (1) | | | 688 | | | | 206,785 | | | | — | | | | — | | | | | 3/28/2019 | (2) | | | 35,468 | | | | 10,660,262 | | | | — | | | | — | | | | | 3/26/2020 | (3) | | | — | | | | — | | | | 54,316 | | | | 16,325,217 | | | | | 2/11/2021 | (1) | | | 2,289 | | | | 687,982 | | | | | | 3/25/2021 | (3) | | | — | | | | — | | | | 35,550 | | | | 10,684,908 | | | | | 8/6/2021 | (3) | | | — | | | | — | | | | 15,296 | | | | 4,597,366 | | | | | | | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | | 2/22/2019 | (1) | | | 1,917 | | | | 576,174 | | | | — | | | | — | | | | | 3/28/2019 | (2) | | | 3,546 | | | | 1,065,786 | | | | — | | | | — | | | | | 2/13/2020 | (1) | | | 746 | | | | 224,218 | | | | — | | | | — | | | | | 3/26/2020 | (3) | | | — | | | | — | | | | 14,484 | | | | 4,353,311 | | | | | 2/11/2021 | (1) | | | 1,526 | | | | 458,655 | | | | — | | | | — | | | | | 3/25/2021 | (3) | | | — | | | | — | | | | 15,998 | | | | 4,808,359 | | | | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | | 5/19/2017 | (1) | | | 157 | | | | 47,188 | | | | — | | | | — | | | | | 3/15/2019 | (1) | | | 148 | | | | 44,483 | | | | — | | | | — | | | | | 3/28/2019 | (2) | | | 4,848 | | | | 1,457,115 | | | | — | | | | — | | | | | 5/21/2019 | (1) | | | 132 | | | | 39,674 | | | | — | | | | — | | | | | 2/13/2020 | (1) | | | 224 | | | | 67,325 | | | | — | | | | — | | | | | 3/26/2020 | (3) | | | — | | | | — | | | | 13,880 | | | | 4,171,773 | | | | | 2/11/2021 | (1) | | | 1,374 | | | | 412,969 | | | | — | | | | — | | | | | 3/25/2021 | (3) | | | — | | | | — | | | | 11,110 | | | | 3,339,222 | |
2022 Aon Proxy Statement 45
(1) | The vesting schedule for the restricted share units, other than performance share units,PSUs, held by each NEO is as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | Vesting Date | | Gregory C. Case | | Christa Davies | | Eric Andersen | | Lisa Stevens | | Darren Zeidel | 2/11/2022 | | | | | | | | | 1,017 | | | | | 763 | | | | | 508 | | | | | 458 | | 2/12/2022 | | | | 1,765 | | | | | | | | | | | | | | | | | | | | | | 2/13/2022 | | | | | | | | | | | | | | | | | | | 373 | | | | | 112 | | 2/14/2022 | | | | | | | | | 1,101 | | | | | 688 | | | | | | | | | | | | 2/15/2022 | | | | 1,357 | | | | | | | | | | | | | | | | | | | | | | 2/22/2022 | | | | | | | | | | | | | | | | | | | 639 | | | | | | | 3/15/2022 | | | | | | | | | | | | | | | | | | | | | | | | 148 | | 5/19/2022 | | | | | | | | | | | | | | | | | | | | | | | | 157 | | 5/21/2022 | | | | | | | | | | | | | | | | | | | | | | | | 44 | | 2/11/2023 | | | | | | | | | 1,018 | | | | | 763 | | | | | 509 | | | | | 458 | | 2/12/2023 | | | | 1,765 | | | | | | | | | | | | | | | | | | | | | | 2/13/2023 | | | | | | | | | | | | | | | | | | | 373 | | | | | 112 | | 2/22/2023 | | | | | | | | | | | | | | | | | | | 639 | | | | | | | 5/21/2023 | | | | | | | | | | | | | | | | | | | | | | | | 44 | | 2/11/2024 | | | | | | | | | 1,018 | | | | | 763 | | | | | 509 | | | | | 458 | | 2/12/2024 | | | | 1,765 | | | | | | | | | | | | | | | | | | | | | | 2/22/2024 | | | | | | | | | | | | | | | | | | | 639 | | | | | | | 5/21/2024 | | | | | | | | | | | | | | | | | | | | | | | | 44 | | | | | | | | Total | | | | 6,652 | | | | | 4,154 | | | | | 2,977 | | | | | 4,189 | | | | | 2,035 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Vesting Date | | Gregory C. Case | | Christa Davies | | Eric Andersen | | Lisa Stevens | | Darren Zeidel | | | 2/11/2024 | | | | | | | | | 1,018 | | | | | 763 | | | | | 509 | | | | | 458 | | | | 2/12/2024 | | | | 1,765 | | | | | | | | | | | | | | | | | | | | | | | | 2/16/2024 | | | | | | | | | 2,649 | | | | | 2,417 | | | | | 1,450 | | | | | 870 | | | | 2/17/2024 | | | | 2,356 | | | | | 872 | | | | | 778 | | | | | 498 | | | | | 374 | | | | 2/22/2024 | | | | | | | | | | | | | | | | | | | 639 | | | | | | | | | 5/21/2024 | | | | | | | | | | | | | | | | | | | | | | | | 44 | | | | 2/16/2025 | | | | | | | | | 2,649 | | | | | 2,417 | | | | | 1,450 | | | | | 870 | | | | 2/17/2025 | | | | 2,357 | | | | | 872 | | | | | 779 | | | | | 498 | | | | | 374 | | | | 2/16/2026 | | | | | | | | | 2,650 | | | | | 2,418 | | | | | 1,451 | | | | | 871 | | | | 2/17/2026 | | | | 2,357 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | 8,835 | | | | | 10,710 | | | | | 9,572 | | | | | 6,495 | | | | | 3,861 | |
2024 Aon Proxy Statement 47
(2) | The performance share units convert into Class A Ordinary Shares on a one-to-one basis after the conclusion of a three-year performance period. For performance share units with a March 28, 2019 or March 29, 2019 grant date, the three-year performance period ended on December 31, 2021. These performance share units were subsequently settled in Class A Ordinary Shares on February 17, 2022. |
(3) | The performance share units,PSUs, to the extent earned, convert into Class A Ordinary Shares on a one-to-one basis after the conclusion of a three-year performance period. For PSUs with a March 25, 2021, March 26, 2021, or August 6, 2021 grant date, the three-year performance period ended on December 31, 2023. These PSUs were subsequently settled in Class A Ordinary Shares on February 16, 2024.
|
(3) | The PSUs, to the extent earned, convert into Class A Ordinary Shares on a one-to-one basis after the conclusion of a three-year performance period. A pre-established cumulative adjusted diluted earnings per share target as certified by the Compensation Committee in the first quarter of the year after the performance period must be met. For LPP performance share unitsPSUs with a March 26, 202024, 2022 or March 27, 202025, 2022 grant date, the three-year performance period ends on December 31, 2022.2024. For LPP performance share unitsPSUs with a March 25, 2021,23, 2023 or March 26, 2021, or August 6, 202124, 2023 grant date, the three-year performance period ends on December 31, 2023.2025. If the minimum or threshold performance is not attained, the performance share unitsPSUs will be forfeited. In this table, the maximum number of performance share unitsPSUs is shown for outstanding awards for all LPP cycles as awards granted under these cycles are currently tracking at or above target payout levels. If Aon does not attain the maximum cumulative target over the three-year period, the number of Class A Ordinary Shares received by the NEOs upon settlement will be reduced. |
(4) | The July 2023 PSUs, to the extent earned, convert into Class A Ordinary Shares on a one-to-one basis, with 0% to 200% of the target number of July 2023 PSUs (50,000) eligible to vest on the Vesting Date, as follows: (a) no July 2023 PSUs will vest if the average closing price of a Class A Ordinary Share for the 90 consecutive trading days ending on the Vesting Date is below the Performance Hurdle; and (b) subject to achieving the Performance Hurdle, the percentage of July 2023 PSUs to vest will be based upon the Average Share Price, as follows—(i) 50% if the Average Share Price is $475 (threshold), (ii) 100% if the Average Share Price is $500 (target), and (iii) 200% if the Average Share Price is at least $550 (max), with straight line vesting if the Average Share Price is between the threshold, target, and max levels. In this table, the threshold number of July 2023 PSUs is shown, as the share price Performance Hurdle has not been achieved due to the fact that these awards are intended to vest based on share price increases over a five-year period. |
(5) | The market value is calculated using $300.56,$291.02, the closing price of a Class A Ordinary Share on the NYSE on December 31, 202129, 2023 (the last trading day of 2021)2023). |
Stock Vested in Fiscal Year 20212023 The following table sets forth (1) the number of Class A Ordinary Shares acquired during 20212023 by our NEOs upon the vesting of restricted share unit awards and the settlement of performance share unit awards, and (2) the value realized upon such vesting or settlement. | | | Stock Awards | | Stock Awards | Name | | Number of Shares Acquired on Vesting (#)(1) | | Value Realized on Vesting ($)(2) | | Number of Shares Acquired on Vesting (#)(1) | | Value Realized on Vesting ($)(2) | | Gregory C. Case | | | 143,042 | | | | 32,794,145 | | Gregory C. Case | | | 200,049 | | 62,076,563 | | Christa Davies | | Christa Davies | | | 46,769 | | | | 10,721,220 | | | 86,379 | | 26,805,945 | | Eric Andersen | | | 31,936 | | | | 7,321,199 | | Eric Andersen | | | 55,857 | | 17,334,867 | | Lisa Stevens | | Lisa Stevens | | | 1,013 | | | | 231,430 | | | 16,503 | | 5,124,486 | | Darren Zeidel | | | 6,162 | | | | 1,445,005 | | Darren Zeidel | | | 14,867 | | 4,617,807 |
(1) | Represents (a) the vesting of restricted share units granted under theour Shareholder-Approved Plan and (b) the settlement of performance share unit awards granted under the LPP in March 20182020 for the three-year performance period ending on December 31, 2020,2022, which were converted into Class A Ordinary Shares on February 11, 2021.16, 2023. Of the amounts shown, the following aggregate number of Class A Ordinary Shares were withheld to pay taxes due in connection with the vesting: Mr. Case, 63,29688,578 shares; Ms. Davies, 18,35033,990 shares; Mr. Andersen, 14,95527,998 shares; Ms. Stevens, 3637,720 shares; and Mr. Zeidel, 2,7336,588 shares. |
(2) | Calculated by multiplying (a) the fair market value of Class A Ordinary Shares on the vesting date, which was determined using the closing price on the NYSE of a Class A Ordinary Share on the vesting date or, if such day is a holiday, on the immediately preceding working day, by (b) the number of Class A Ordinary Shares acquired upon vesting. |
46 2022 Aon Proxy Statement
Pension Benefits in Fiscal Year 20212023 The table below provides information regarding the benefits expected to be paid from the Company’s defined benefit pension plans, as well as a supplemental contractual arrangement, for Mr. Andersen, the only NEO who participates in these plans. | Name | | Plan Name | | Number of Years of Credited Service (#) | | Present Value of Accumulated Benefit ($)(1) | | Payments During Last Fiscal Year ($) | | Plan Name | | Number of Years of Credited Service (#) | | Present Value of Accumulated Benefit ($)(1) | | Payments During Last Fiscal Year ($) | | Eric Andersen | | Eric Andersen | | Aon Pension Plan | | 12 | | 487,038 | | — | | Aon Pension Plan | | 12 | | 371,723 | | — | | | | Excess Benefit Plan | | 12 | | 720,558 | | — | | | | Excess Benefit Plan | | 12 | | 540,553 | | — | | | Supplemental Contractual Pension | | 5 | | 686,583 | | — | | | | | | | Supplemental Contractual Pension | | 5 | | 520,874 | | — |
(1) | Reflects the actuarial present value of benefits accumulated under the respective plans from service and compensation through December 31, 2021,2023, in accordance with the assumptions disclosed in Note 11 to the audited financial statements included in the Company’s Annual Report on Form 10-K as filed with for the SEC on February 18, 2022.year ended December 31, 2023. |
48 2024 Aon Proxy Statement
Mr. Andersen commenced participation in the Aon Pension Plan on May 16, 1997. Under the Aon Pension Plan, a participant is generally entitled to an annual pension benefit commencing at the normal retirement age of 65, calculated based on the participant’s years of service, compensation, and Social Security benefits. Participants are fully vested after completing five years of service. Eligible compensation under the plan is subject to applicable IRS limits; accordingly, the maximum eligible compensation under the plan was $245,000 up to April 1, 2009, the date that the Aon Pension Plan was frozen. The pension formula for service after January 1, 1998, through December 31, 2006, is 1.15% of the participant’s final average earnings multiplied by years of service on or after January 1, 1998, plus 0.45% of the participant’s final average earnings in excess of covered compensation multiplied by years of service on or after January 1, 1998 (not in excess of 35 years). “Final average earnings” is the average of the participant’s base salary and certain eligible bonus payments for the five consecutive calendar years within the last 10 calendar years of employment for which the average was the highest. “Covered compensation” is the average of the Social Security Taxable Wage Base for the 35-year period prior to the participant’s normal retirement age. Effective January 1, 2007, the prior plan benefit was frozen and a career average formula of 1.15% of each year’s earnings plus 0.45% of earnings in excess of covered compensation is effective for service after December 31, 2006. The default form of benefit payment for married participants is a 50% joint and survivor pension; other actuarially equivalent payment options are also available. The Aon Pension Plan was frozen as to benefit accrual effective April 1, 2009, and was previously closed to newly hired employees effective January 1, 2004. Effective January 1, 2020, a portion of the liabilities of the Aon Pension Plan was spun-off to a mirror plan, the Aon Retirement Pension Plan, and Mr. Andersen’s pension plan participation continues under the Aon Retirement Pension Plan as of that date. The Excess Benefit Plan was established in 1989 as an unfunded deferred compensation plan for a select group of management or highly compensated employees and was intended to replace benefits lost under the Aon Pension Plan due to application of certain IRS compensation limits. To be eligible for a benefit under this plan, participants must have attained age 50 and at least 10 years of benefit accrual service. Mr. Andersen satisfied those requirements as of February 3, 2015. The benefit under this plan is determined based on amount of the monthly benefit payable under the Aon Pension Plan had such plan not applied the maximum annual benefit limitation imposed by Section 415 of the Code. Effective for the 2002 plan year and thereafter, the Excess Benefit Plan was amended to provide that earnings in excess of $500,000 would not be taken into account for purposes of calculating the plan benefit. Effective January 1, 2006, the Excess Benefit Plan was further amended to incorporate an alternative benefit formula that provides a benefit of 1% of final average compensation multiplied by total years of service, subject to a maximum annual pension benefit of $500,000. Upon retirement, a participant will receive the greater of the pension from the basic formula (1.15%/0.45%) or the 1% formula. With respect to plan benefits that were earned and vested after December 31, 2004, the form of benefit is an actuarially equivalent term certain annuity for five years, payable monthly. With respect to plan benefits earned and vested on or before December 31, 2004, the form of benefit is the same that would apply under the Aon Pension Plan (subject to certain exceptions). The Excess Benefit Plan was frozen as to benefit accrual effective April 1, 2009. Mr. Andersen and the Company entered into a Supplemental Pension Agreement effective January 19, 2010, in connection with the Company’s decision to freeze further benefit accruals under the Aon Pension Plan and the Excess Benefit Plan in 2009. Under this supplemental agreement, Mr. Andersen is entitled to a supplemental pension benefit upon termination of employment equal to the aggregate pension benefit earned under the Aon Pension Plan and the Excess Benefit Plan for the 2008 plan year, multiplied by five (effectively giving Mr. Andersen an additional five years of pension service). Mr. Andersen became fully vested in this 2022 Aon Proxy Statement 47
benefit upon his continuous employment with the Company through the later of December 31, 2014, or attainment of age 50 and completion of 10 years of benefit accrual service. This benefit is payable in the form of a 100% joint and survivor annuity commencing following termination of employment or, if later, attaining age 55. Nonqualified Deferred Compensation in Fiscal Year 20212023 The table below shows any executive contributions, contributions by Aon, earnings, withdrawals, and account balances for the NEOs with respect to our Supplemental Savings Plan. None of our NEOs participate in the Aon Deferred Compensation Plan. See the section titled “Executive and Relocation Benefits” in the CD&A and the narratives set forth below the following table for additional information on these plans.
2024 Aon Proxy Statement 49
Nonqualified Deferred Compensation in FY 2021Fiscal Year 2023 | Name | | Name of Plan | | Executive Contributions in Last Fiscal Year ($) | | Aon Contributions in Last Fiscal Year ($)(1) | | Aggregate Earnings in Last Fiscal Year ($) | | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last Fiscal Year End ($)(2) | | Name of Plan | Name of Plan | | Executive Contributions in Last Fiscal Year ($) | Executive Contributions in Last Fiscal Year ($) | | Aon Contributions in Last Fiscal Year ($)(1) | Aon Contributions in Last Fiscal Year ($)(1) | | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | | Aggregate Withdrawals/ Distributions ($) | Aggregate Withdrawals/ Distributions ($) | | Aggregate Balance at Last Fiscal Year End ($)(2) | Aggregate Balance at Last Fiscal Year End ($)(2) | | Gregory C. Case | | Supplemental Savings Plan | | | — | | | | 12,600 | | | | 3,442 | | | | — | | | | 198,028 | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | Supplemental Savings Plan | | | — | | | | 10,900 | | | | 3,288 | | | | — | | | | 210,106 | | | Eric Andersen | | Supplemental Savings Plan | | | — | | | | 13,000 | | | | 143,316 | | | | — | | | | 879,478 | | Eric Andersen | | Eric Andersen | | Eric Andersen | | Eric Andersen | | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Supplemental Savings Plan | | | — | | | | 6,300 | | | | 114 | | | | — | | | | 12,864 | | | Darren Zeidel | | Supplemental Savings Plan | | | — | | | | 8,400 | | | | 1,578 | | | | — | | | | 86,397 | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | |
(1) | These amounts are included in “All Other Compensation” for 20212023 in the Summary Compensation Table. |
(2) | The following table provides the amount reported in the “Aggregate Balance at Last Fiscal Year End” column for each NEO that has been previously reported as compensation in the Summary Compensation Tables for 2021, 2020,2023, 2022, and 2019.2021. |
| Name | | Name of Plan | | Amount Included in 2021 Compensation in Summary Compensation Table ($) | | Amount Included in 2020 Compensation in Summary Compensation Table ($) | | Amount Included in 2019 Compensation in Summary Compensation Table ($) | | Name of Plan | Name of Plan | | Amount Included in 2023 Compensation in Summary Compensation Table ($) | Amount Included in 2023 Compensation in Summary Compensation Table ($) | | Amount Included in 2022 Compensation in Summary Compensation Table ($) | Amount Included in 2022 Compensation in Summary Compensation Table ($) | | Amount Included in 2021 Compensation in Summary Compensation Table ($) | Amount Included in 2021 Compensation in Summary Compensation Table ($) | | Gregory C. Case | | Supplemental Savings Plan | | | 12,600 | | | | 13,125 | | | | 11,300 | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | Gregory C. Case | | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | Christa Davies | | Supplemental Savings Plan | | | 10,900 | | | | 2,642 | | | | 11,300 | | | Eric Andersen | | Supplemental Savings Plan | | | 13,000 | | | | 3,125 | | | | 13,500 | | Eric Andersen | | Eric Andersen | | Eric Andersen | | Eric Andersen | | | Lisa Stevens(a) | | Supplemental Savings Plan | | | 6,300 | | | | N/A | | | | N/A | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | Lisa Stevens | | | Darren Zeidel(a) | | Supplemental Savings Plan | | | 8,400 | | | | N/A | | | | N/A | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | | Darren Zeidel | |
| (a) | The compensation of Ms. Stevens and Mr. Zeidel was not reported in our Summary Compensation Table in 2019 and 2020 because they were not named executive officers for those years.
|
Aon Supplemental Savings Plan The Aon Supplemental Savings Plan was created to provide matching and other company allocations similar to what participants in the Aon Savings Plan (our qualified 401(k) plan) would have received had the Code limits not restricted contributions under the Aon Savings Plan. Participants eligible for Aon Savings Plan company contributions who are active at the end of the plan year and who attain the IRS 401(k) contribution limit and compensation limit (or participate in the Aon Deferred Compensation Plan) receive supplemental allocations to the Supplemental Savings Plan based on their years of service and their match eligible compensation in excess of the IRS limit or Deferred Compensation Plan deferrals (to a combined plan limit of $500,000). Distributions from the Supplemental Savings Plan must begin at the earlier of retirement or age 65. Each NEO participated in the Supplemental Savings Plan in 2021.2023. If an executive officer contributes on a match-eligible basis to the Aon Savings Plan an amount equal to the annual contribution limit imposed by the Code ($19,50022,500 in 2021)2023), the Supplemental Savings Plan provides for a company allocation as a percentage of eligible compensation deferred under the Aon Deferred Compensation Plan and of eligible compensation in excess of the IRS limit ($290,000330,000 in 2021)2023). The combined 48 2022 Aon Proxy Statement
total annual eligible compensation for the Aon Savings and Aon Supplemental Savings Plans is capped at $500,000. The percentage allocation varies by length of service. In the first four years of employment the Company allocation percentage is 3% and that percentage increases incrementally to 6% after 15 years of service. Potential Payments and Benefits on Termination or Change in Control During 2021,2023, each NEO was party to either an employment agreement with Aon that addresses the payments and benefits that he or she will receive under various termination of employment scenarios or an employment letter that provides for participation in the Combined Severance Plan. Non-competition and non-solicitation covenants apply to each NEO for a period of two years following the termination of employment of such executive without regard to the reason for such termination. Each NEO other than Mr. Case is entitled to participate in our the Combined Severance Plan, which provides certain severance benefits upon a qualifying termination of employment in connection with or during the two years following a change in control of Aon. Mr. Case is party to his ownan individual change of control severance agreement with the Company providing certain severance benefits in connection with a qualifying termination of employment in connection with a change in control.control of Aon. 50 2024 Aon Proxy Statement
The tables below outline the potential payments to the NEOs upon the occurrence of various termination of employment events, including a termination in connection with a change in control of Aon. The following assumptions apply with respect to the tables below and any termination of employment of ana NEO: Each NEO was terminated on December 31, 2021, and the price per Class A Ordinary Share is $300.56 per share, the closing market price per share on December 31, 2021 (the last trading day of 2021). Accordingly, the tables set forth amounts as of December 31, 2021 and include estimates of amounts that would be paid to the NEO upon the occurrence of a termination event.
• | | Each NEO was terminated on December 31, 2023, and the price per Class A Ordinary Share is $291.02 per share, the closing market price per share on December 29, 2023 (the last trading day of 2023). Accordingly, the tables set forth amounts as of December 31, 2023, and include estimates of amounts that would be paid to the NEO upon the occurrence of a termination of employment event. |
Each NEO is entitled to receive amounts earned during the term of his or her employment regardless of the manner of termination. These amounts include accrued base salary, accrued vacation time, and other employee benefits to which the NEO was entitled on the date of termination and are not shown in the tables below. Under each NEO’s employment agreement, other than Mr. Case’s, or by virtue of the NEO’s eligibility for the Combined Severance Plan, the NEO is entitled to 365 days’ notice in the event that the Company terminates his or her employment without cause, during which period the NEO would continue to receive base salary and remain eligible for the Company’s standard benefit plans.
• | | Each NEO is entitled to receive amounts earned during the term of his or her employment regardless of the manner of termination. These amounts include accrued base salary, accrued vacation time, and other employee benefits to which the NEO was entitled on the date of termination and are not shown in the tables below. Under each NEO’s employment agreement, other than Mr. Case’s, or by virtue of the NEO’s eligibility for the Combined Severance Plan, the NEO is entitled to 365 days’ notice in the event that the Company terminates his or her employment without cause, during which period the NEO would continue to receive base salary and remain eligible for the Company’s standard benefit plans. |
The specific definitions of (i) “good reason” applicable to “Involuntary—Good Reason” and (ii) “cause” applicable to “Involuntary—For Cause,” and (iii) “without cause” or “not for cause” applicable to “Involuntary—Without Cause” for each of the NEOs can be found, to the extent applicable, in their respective employment agreements or the Combined Severance Plan. In addition, the specific definitions of “qualifying termination” applicable to “Qualifying After Change in Control” can be found in the Combined Severance Plan or, with respect to Mr. Case, in his change in control severance agreement.
The definition of “retirement” applicable to “Retirement” means a voluntary termination of employment upon or after the individual’s attainment of age 55. The LPP provides for pro rata vesting in the event of retirement on the same terms that apply to a termination “without cause” or for “good reason.”
• | | The specific definitions of (i) “good reason” applicable to “Involuntary—Good Reason” and (ii) “cause” applicable to “Involuntary—For Cause,” and (iii) “without cause” or “not for cause” applicable to “Involuntary—Without Cause” for each of the NEOs can be found, to the extent applicable, in their respective employment agreements or the Combined Severance Plan. In addition, the specific definitions of “qualifying termination” applicable to “Qualifying After Change in Control” can be found in the Combined Severance Plan or, with respect to Mr. Case, in his change in control severance agreement. |
20222024 Aon Proxy Statement 4951
• | | The definition of “retirement” applicable to “Retirement” means a voluntary termination of employment upon or after the individual’s attainment of age 55. The LPP provided in 2023 for pro rata vesting in the event of retirement on the same terms that apply to a termination “without cause” or for “good reason.” |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Termination Reason
| | Total Cash Payment ($)(1) | | Accelerated Share Vesting ($)(2) | | Welfare, Retirement and Other Benefits ($) | | Severance Cutback ($)(3) | | Total ($) | Gregory C. Case | | Retirement | | | | — | | | | $ | 75,371,632 | | | | | | | | | | | | | | $ | 75,371,632 | | | | Involuntary-Good Reason | | | $ | 12,000,000 | | | | $ | 75,371,632 | | | | $ | 232,016 | | | | | | | | | $ | 87,603,648 | | | | Death | | | $ | 3,000,000 | | | | $ | 97,942,285 | | | | $ | 5,000,000 | | | | | | | | | $ | 105,942,285 | | | | Disability | | | $ | 3,000,000 | | | | $ | 97,942,285 | | | | | — | | | | | | | | | $ | 100,942,285 | | | | Involuntary-Without Cause | | | $ | 12,000,000 | | | | $ | 75,371,632 | | | | $ | 232,016 | | | | | | | | | $ | 87,603,648 | | | | Qualifying After Change in Control | | | $ | 15,316,667 | | | | $ | 97,942,285 | | | | $ | 430,045 | | | | | | | | | $ | 113,688,996 | | Christa Davis | | Involuntary-Good Reason | | | $ | 2,680,000 | | | | $ | 29,376,233 | | | | | | | | | | | | | | $ | 32,056,233 | | | | Death | | | $ | 3,932,055 | | | | $ | 40,243,181 | | | | | | | | | | | | | | $ | 44,175,235 | | | | Disability | | | $ | 4,932,055 | | | | $ | 40,243,181 | | | | | | | | | | | | | | $ | 45,175,235 | | | | Involuntary-Without Cause | | | $ | 4,360,000 | | | | $ | 29,376,233 | | | | | | | | | | | | | | $ | 33,736,233 | | | | Qualifying After Change in Control | | | $ | 5,200,000 | | | | $ | 40,243,181 | | | | $ | 79,064 | | | | | | | | | $ | 45,522,245 | | Eric Andersen | | Retirement | | | | — | | | | $ | 19,543,814 | | | | | | | | | | | | | | $ | 19,543,814 | | | | Involuntary-Good Reason | | | $ | 1,000,000 | | | | $ | 19,543,814 | | | | | | | | | | | | | | $ | 20,543,814 | | | | Death | | | | — | | | | $ | 27,358,775 | | | | | | | | | | | | | | $ | 27,358,775 | | | | Disability | | | | — | | | | $ | 27,358,775 | | | | | | | | | | | | | | $ | 27,358,775 | | | | Involuntary-Without Cause | | | $ | 1,000,000 | | | | $ | 19,543,814 | | | | | | | | | | | | | | $ | 20,543,814 | | | | Qualifying After Change in Control | | | $ | 4,333,333 | | | | $ | 27,358,775 | | | | $ | 107,196 | | | | ($ | 6,798,980 | ) | | | $ | 25,000,324 | | Lisa Stevens | | Involuntary-Good Reason | | | $ | 900,000 | | | | $ | 4,165,261 | | | | | | | | | | | | | | $ | 5,065,261 | | | | Death | | | | — | | | | $ | 6,493,599 | | | | | | | | | | | | | | $ | 6,493,599 | | | | Disability | | | | — | | | | $ | 6,493,599 | | | | | | | | | | | | | | $ | 6,493,599 | | | | Involuntary-Without Cause | | | $ | 900,000 | | | | $ | 4,165,261 | | | | | | | | | | | | | | $ | 5,065,261 | | | | Qualifying After Change in Control | | | $ | 4,425,000 | | | | $ | 6,493,599 | | | | $ | 91,999 | | | | | | | | | $ | 11,010,598 | | Darren Zeidel | | Involuntary-Good Reason | | | $ | 750,000 | | | | $ | 3,929,021 | | | | | | | | | | | | | | $ | 4,679,021 | | | | Death | | | | — | | | | $ | 5,737,390 | | | | | | | | | | | | | | $ | 5,737,390 | | | | Disability | | | | — | | | | $ | 5,737,390 | | | | | | | | | | | | | | $ | 5,737,390 | | | | Involuntary-Without Cause | | | $ | 750,000 | | | | $ | 3,929,021 | | | | | | | | | | | | | | $ | 4,679,021 | | | | Qualifying After Change in Control | | | $ | 3,069,667 | | | | $ | 5,737,390 | | | | $ | 73,156 | | | | | | | | | $ | 8,880,213 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | Termination Reason | | Total Cash Payment ($)(1) | | Accelerated Share Vesting ($)(2) | | Welfare, Retirement and Other Benefits ($) | | Severance Cutback ($)(3) | | Total ($) | | | | | | | | Gregory C. Case | | Retirement | | | | — | | | | | 56,158,323 | | | | | — | | | | | — | | | | | 56,158,323 | | | | Involuntary-Good Reason | | | | 14,250,000 | | | | | 56,158,323 | | | | | 96,000 | | | | | — | | | | | 70,504,323 | | | | Death | | | | 3,750,000 | | | | | 73,860,003 | | | | | 5,000,000 | | | | | — | | | | | 82,610,003 | | | | Disability | | | | 3,750,000 | | | | | 73,860,003 | | | | | — | | | | | — | | | | | 77,610,003 | | | | Involuntary-Without Cause | | | | 14,250,000 | | | | | 56,158,323 | | | | | 96,000 | | | | | — | | | | | 70,504,323 | | | | Qualifying After Change in Control | | | | 17,310,000 | | | | | 73,860,003 | | | | | 238,950 | | | | | — | | | | | 91,408,952 | | | | | | | | | Christa Davies | | Involuntary-Good Reason | | | | 3,990,000 | | | | | 29,229,273 | | | | | — | | | | | — | | | | | 33,219,273 | | | | Death | | | | 3,055,068 | | | | | 36,491,580 | | | | | — | | | | | — | | | | | 39,546,648 | | | | Disability | | | | 4,555,068 | | | | | 36,491,580 | | | | | — | | | | | — | | | | | 41,046,648 | | | | Involuntary-Without Cause | | | | 6,730,000 | | | | | 29,229,273 | | | | | — | | | | | — | | | | | 35,959,273 | | | | Qualifying After Change in Control | | | | 4,753,333 | | | | | 36,491,580 | | | | | 90,066 | | | | | | | | | | 41,334,979 | | | | | | | | | Eric Andersen | | Retirement | | | | — | | | | | 23,026,181 | | | | | — | | | | | — | | | | | 23,026,181 | | | | Involuntary-Good Reason | | | | 9,369,863 | | | | | 23,026,181 | | | | | 65,567 | | | | | — | | | | | 32,461,612 | | | | Death | | | | 2,500,000 | | | | | 28,869,475 | | | | | — | | | | | — | | | | | 31,369,475 | | | | Disability | | | | 2,500,000 | | | | | 28,869,475 | | | | | — | | | | | — | | | | | 31,369,475 | | | | Involuntary-Without Cause | | | | 9,369,863 | | | | | 28,869,475 | | | | | 65,567 | | | | | — | | | | | 38,304,905 | | | | Qualifying After Change in Control | | | | 4,450,000 | | | | | 28,869,475 | | | | | 115,754 | | | | | (1,958,844 | ) | | | | 31,476,385 | | | | | | | | | Lisa Stevens | | Involuntary-Good Reason | | | | 1,000,000 | | | | | 9,633,538 | | | | | — | | | | | — | | | | | 10,633,538 | | | | Death | | | | — | | | | | 13,138,971 | | | | | — | | | | | — | | | | | 13,138,971 | | | | Disability | | | | — | | | | | 13,138,971 | | | | | — | | | | | — | | | | | 13,138,971 | | | | Involuntary-Without Cause | | | | 1,000,000 | | | | | 9,633,538 | | | | | — | | | | | — | | | | | 10,633,538 | | | | Qualifying After Change in Control | | | | 3,256,667 | | | | | 13,138,971 | | | | | 107,326 | | | | | — | | | | | 16,502,963 | | | | | | | | | Darren Zeidel | | Involuntary-Good Reason | | | | 900,000 | | | | | 5,906,251 | | | | | — | | | | | — | | | | | 6,806,251 | | | | Death | | | | — | | | | | 7,552,842 | | | | | — | | | | | — | | | | | 7,552,842 | | | | Disability | | | | — | | | | | 7,552,842 | | | | | — | | | | | — | | | | | 7,552,842 | | | | Involuntary-Without Cause | | | | 900,000 | | | | | 5,906,251 | | | | | — | | | | | — | | | | | 6,806,251 | | | | Qualifying After Change in Control | | | | 2,775,000 | | | | | 7,552,842 | | | | | 101,154 | | | | | — | | | | | 10,428,996 | |
50 202252 2024 Aon Proxy Statement
(1) | The Total Cash Payment is calculated in accordance with the terms of the agreements and plans described below. The components of the Total Cash Payment are set forth in the following table: |
| Name | | Termination Reason (a) | | Base Salary ($) | | Base Salary Multiple | | Bonus ($) | | Bonus Multiple | | Average Annual Cash Bonus ($) | | Total Severance ($) | | Pro Rata Bonus ($) | | Total Cash Payment ($) | | Termination Reason (a) | | Base Salary ($) | | Base Salary Multiple | | Bonus ($) | | Bonus Multiple | | Average Annual Cash Bonus ($) | | Total Severance ($) | | Pro Rata Bonus ($) | | Total Cash Payment ($) | | | Gregory C. Case | | Gregory C. Case | | Death | | | — | | | | — | | | $ | 3,000,000 | | | | 1x | | | | — | | | $ | 3,000,000 | | | | — | | | $ | 3,000,000 | | | Death | | | — | | | | — | | | 3,750,000 | | | 1x | | | | — | | | 3,750,000 | | | | — | | | 3,750,000 | | | | Disability | | | — | | | | — | | | $ | 3,000,000 | | | | 1x | | | | — | | | $ | 3,000,000 | | | | — | | | $ | 3,000,000 | | Disability | | | — | | | | — | | | 3,750,000 | | | 1x | | | | — | | | 3,750,000 | | | | — | | | 3,750,000 | | | | IV-GR | | $ | 1,500,000 | | | | 2x | | | $ | 3,000,000 | | | | 2x | | | | — | | | $ | 9,000,000 | | | $ | 3,000,000 | | | $ | 12,000,000 | | IV-GR | | 1,500,000 | | | 2x | | | 3,750,000 | | | 2x | | | | — | | | 10,500,000 | | | 3,750,000 | | | 14,250,000 | | | | I-WC | | $ | 1,500,000 | | | | 2x | | | $ | 3,000,000 | | | | 2x | | | | — | | | $ | 9,000,000 | | | $ | 3,000,000 | | | $ | 12,000,000 | | I-WC | | 1,500,000 | | | 2x | | | 3,750,000 | | | 2x | | | | — | | | 10,500,000 | | | 3,750,000 | | | 14,250,000 | | | | C-in-C | | $ | 1,500,000 | | | | 3x | | | $ | 3,000,000 | | | | 3x | | | $ | 1,816,667 | | | $ | 15,316,667 | | | | — | | | $ | 15,316,667 | | | C-in-C | | | 1,500,000 | | | | 3x | | | | 3,750,000 | | | | 3x | | | | 1,560,000 | | | | 17,310,000 | | | | — | | | | 17,310,000 | | Christa Davis | | Death | | $ | 2,252,055 | | | | — | | | $ | 1,680,000 | | | | 1x | | | | — | | | $ | 3,932,055 | | | | — | | | $ | 3,932,055 | | | Christa Davies | | Christa Davies | | | Death | | 315,068 | | | | — | | | 2,740,000 | | | 1x | | | | — | | | 3,055,068 | | | | — | | | 3,055,068 | | | | | Disability | | 1,815,068 | | | | — | | | 2,740,000 | | | 1x | | | | — | | | 4,555,068 | | | | — | | | 4,555,068 | | | | Disability | | $ | 3,252,055 | | | | — | | | $ | 1,680,000 | | | | 1x | | | | — | | | $ | 4,932,055 | | | | — | | | $ | 4,932,055 | | IV-GR | | 1,250,000 | | | 1x | | | 2,740,000 | | | 1x | | | | — | | | 3,990,000 | | | | — | | | 3,990,000 | | | | IV-GR | | $ | 1,000,000 | | | | 1x | | | $ | 1,680,000 | | | | 1x | | | | — | | | $ | 2,680,000 | | | | — | | | $ | 2,680,000 | | I-WC | | 1,250,000 | | | 1x | | | 2,740,000 | | | 2x | | | | — | | | 6,730,000 | | | | — | | | 6,730,000 | | | | I-WC | | $ | 1,000,000 | | | | 1x | | | $ | 1,680,000 | | | | 2x | | | | — | | | $ | 4,360,000 | | | | — | | | $ | 4,360,000 | | | C-in-C | | | 1,250,000 | | | | 2x | | | | 682,500 | | | | 2x | | | | 888,333 | | | | 4,753,333 | | | | — | | | | 4,753,333 | | | | C-in-C | | $ | 1,000,000 | | | | 2x | | | $ | 1,000,000 | | | | 2x | | | $ | 1,200,000 | | | $ | 5,200,000 | | | | — | | | $ | 5,200,000 | | Eric Andersen | | Death | | | — | | | | — | | | | — | | | | 1x | | | | — | | | | — | | | | — | | | | — | | Eric Andersen | | | Death | | | — | | | | — | | | | — | | | | | | | 2,500,000 | | | 2,500,000 | | | | — | | | 2,500,000 | | | | | Disability | | | — | | | | — | | | | — | | | | | | | 2,500,000 | | | 2,500,000 | | | | — | | | 2,500,000 | | | | Disability | | | — | | | | — | | | | — | | | | 1x | | | | — | | | | — | | | | — | | | | — | | IV-GR | | 3,123,288 | | | | — | | | 6,246,575 | | | | | | | | — | | | 9,369,863 | | | | — | | | 9,369,863 | | | | IV-GR | | $ | 1,000,000 | | | | 1x | | | | — | | | | 1x | | | | — | | | $ | 1,000,000 | | | | — | | | $ | 1,000,000 | | I-WC | | 3,123,288 | | | | — | | | 6,246,575 | | | | | | | | — | | | 9,369,863 | | | | — | | | 9,369,863 | | | | I-WC | | $ | 1,000,000 | | | | 1x | | | | — | | | | 2x | | | | — | | | $ | 1,000,000 | | | | — | | | $ | 1,000,000 | | | C-in-C | | | 1,250,000 | | | | 2x | | | | 609,375 | | | | 2x | | | | 731,250 | | | | 4,450,000 | | | | — | | | | 4,450,000 | | | | C-in-C | | $ | 1,000,000 | | | | 2x | | | $ | 750,000 | | | | 2x | | | $ | 833,333 | | | $ | 4,333,333 | | | | — | | | $ | 4,333,333 | | Lisa Stevens | | Death | | | — | | | | — | | | | — | | | | 1x | | | | — | | | | — | | | | — | | | | — | | Lisa Stevens | | | Death | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | | Disability | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | Disability | | | — | | | | — | | | | — | | | | 1x | | | | — | | | | — | | | | — | | | | — | | IV-GR | | 1,000,000 | | | 1x | | | | — | | | | | | | | — | | | 1,000,000 | | | | — | | | 1,000,000 | | | | IV-GR | | $ | 900,000 | | | | 1x | | | | — | | | | 1x | | | | — | | | $ | 900,000 | | | | — | | | $ | 900,000 | | I-WC | | 1,000,000 | | | 1x | | | | — | | | | | | | | — | | | 1,000,000 | | | | — | | | 1,000,000 | | | | I-WC | | $ | 900,000 | | | | 1x | | | | — | | | | 2x | | | | — | | | $ | 900,000 | | | | — | | | $ | 900,000 | | | C-in-C | | | 1,000,000 | | | | 2x | | | | 390,000 | | | | 2x | | | | 476,667 | | | | 3,256,667 | | | | — | | | | 3,256,667 | | | | C-in-C | | $ | 900,000 | | | | 2x | | | $ | 875,000 | | | | 2x | | | $ | 875,000 | | | $ | 4,425,000 | | | | — | | | $ | 4,425,000 | | Darren Zeidel | | Death | | | — | | | | — | | | | — | | | | 1x | | | | — | | | | — | | | | — | | | | — | | Darren Zeidel | | | Death | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | Disability | | | — | | | | — | | | | — | | | | 1x | | | | — | | | | — | | | | — | | | | — | | Disability | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | IV-GR | | $ | 750,000 | | | | 1x | | | | — | | | | 1x | | | | — | | | $ | 750,000 | | | | — | | | $ | 750,000 | | IV-GR | | 900,000 | | | 1x | | | | — | | | | | | | | — | | | 900,000 | | | | — | | | 900,000 | | | | I-WC | | $ | 750,000 | | | | 1x | | | | — | | | | 2x | | | | — | | | $ | 750,000 | | | | — | | | $ | 750,000 | | I-WC | | 900,000 | | | 1x | | | | — | | | | | | | | — | | | 900,000 | | | | — | | | 900,000 | | | | C-in-C | | $ | 750,000 | | | | 2x | | | $ | 562,500 | | | | 2x | | | $ | 444,667 | | | $ | 3,069,667 | | | | — | | | $ | 3,069,667 | | C-in-C | | 900,000 | | | 2x | | | 292,500 | | | 2x | | | 390,000 | | | 2,775,000 | | | | — | | | 2,775,000 | |
| (a) | The termination reasons are abbreviated as follows: IV-GR = Involuntary termination for good reason; I-WC = involuntary termination without cause; C-in-C = qualifying termination after change in control. |
(2) | Amounts reflected under Accelerated Share Vesting for LPP units are calculated based on actual performance results for LPP 1416 and assumesassume payout at target for LPP 1517 and LPP 16.18. No amounts are reflected for the July 2023 PSUs because the threshold performance level has not been achieved as of December 31, 2023. |
(3) | The Company is not obligated to make any gross-up payments to cover any excise and related income tax liability arising under Sections 4999 and 280G of the Internal Revenue Code for any of our named executive officers.NEOs. Instead, the applicable plans and agreements provide for a reduction in amounts payable so that no excise tax would be imposed. Pursuant to the terms of the Combined Severance Plan, an executive’s payments and benefits are capped at the greater of: (i) the “safe harbor” amount under Section 280G of the Code, such that the payments and benefits are not deemed to be “excess parachute payments” or (ii) the amount of payments and benefits that would otherwise be provided under the agreement so long as the payments and benefits outweigh the tax consequences to them of receipt thereof. Mr. Andersen would be subject to a cutback in severance payments in accordance with such provision. |
Change in Control Severance Arrangements The Company maintains the Combined Severance Plan, under which our NEOs (other than Mr. Case) are eligible to receive certain severance benefits upon a qualifying termination of employment in connection with or within two years following a change in control of the Company. Mr. Case is party to an individual change in control severance agreement with the Company, which also provides these benefits. The protections contained in the Combined Severance Plan and Mr. Case’s individual agreement are intended to secure the continued service and to ensure the dedication and objectivity of our most senior executives in the event of an actual or threatenedpotential change in control of the Company. 2022
2024 Aon Proxy Statement 5153
The Combined Severance Plan and Mr. Case’s individual agreement provide that each NEO would receive the following severance benefits upon a qualifying termination of employment in connection with or within two years following a change in control of the Company: a lump sum cash amount equal to the NEO’s prorated bonus for the year of termination, based upon the executive’s average annual incentive for the preceding three years;
• | | a lump sum cash amount equal to the NEO’s prorated bonus for the year of termination, based upon the executive’s average annual incentive for the preceding three years; |
for NEOs other than Mr. Case, a lump sum cash amount equal to two times the sum of: (i) the executive’s annual base salary in effect immediately prior to the date of termination; and (ii) the executive’s average annual incentive bonus over the previous two years;
• | | for NEOs other than Mr. Case, a lump sum cash amount equal to two times the sum of: (i) the executive’s annual base salary in effect immediately prior to the date of termination; and (ii) the executive’s average annual incentive bonus over the previous two years; |
with regard to Mr. Case, a lump sum cash amount equal to three times the sum of (i) his highest annual base salary in effect during the twelve-month period prior to the date of termination; and (ii) his target annual incentive bonus for the fiscal year in which the date of termination occurs;
• | | with regard to Mr. Case, a lump sum cash amount equal to three times the sum of (i) his highest annual base salary in effect during the twelve-month period prior to the date of termination; and (ii) his target annual incentive bonus for the fiscal year in which the date of termination occurs; |
with regard to Mr. Case, a lump sum cash amount equal to the amount forfeited under any qualified defined contribution plan as a result of his termination;
• | | with regard to Mr. Case, a lump sum cash amount equal to the amount forfeited under any qualified defined contribution plan as a result of his termination; |
immediate vesting of all accrued benefits under the Company’s nonqualified benefit plans, which shall be calculated assuming an additional two years of age and service credits and, in the case of the Supplemental Savings Plan, two additional years of contributions (with regard to Mr. Case, assuming three additional years of age and service credit and, in the case of the Supplemental Savings Plan, three additional years of contributions); and
• | | immediate vesting of all accrued benefits under the Company’s nonqualified benefit plans, which shall be calculated assuming an additional two years of age and service credits and, in the case of the Supplemental Savings Plan, two additional years of contributions (with regard to Mr. Case, assuming three additional years of age and service credit and, in the case of the Supplemental Savings Plan, three additional years of contributions); and |
continued medical, dental, and life insurance benefits under the Company’s employee benefit plans, at the same cost as applicable to the NEO if he or she were an active employee, until the earlier of the executive’s eligibility to receive similar benefits under another employer’s plan or two years following separation (or, with regard to Mr. Case, three years following separation).
• | | continued medical, dental, and life insurance benefits under the Company’s employee benefit plans, at the same cost as applicable to the NEO if he or she were an active employee, until the earlier of the executive’s eligibility to receive similar benefits under another employer’s plan or two years following separation (or, with regard to Mr. Case, three years following separation). |
In addition, pursuant to the terms of Mr. Case’s severance agreement, the Company is required to pay Mr. Case a lump sum cash amount equal to the actuarial equivalent of Mr. Case’s accrued benefits under the Company’s nonqualified benefit plans within 30 days of his termination of employment with the Company. Qualifying terminations consist of termination by the Company other than for cause or by the executive for CIC“CIC good reason,reason” (as defined below), in each case in connection with or within two years following a change in control of the Company. For purposes of the Combined Severance Plan and Mr. Case’s individual agreement, “CIC good reason” means: (i) a substantial adverse change in authority, powers, functions, duties, or responsibilities; (ii) a material reduction in salary or bonus opportunity; (iii) a failure to maintain material employee benefit or compensation plans; or (iv) a reassignment of the executive to an office location more than 50 miles from the executive’s current location. For purposes of the Combined Severance Plan, “cause” means: (i) a deliberate act of dishonesty, fraud, theft, embezzlement, or misappropriation relating to the executive’s employment, or a breach of the duty of loyalty; (ii) an act of discrimination or harassment that may result in material liability or exposure to the Company; (ii)(iii) a material violation of Company policies and procedures; (iv) material non-compliance with any applicable restrictive covenants; or (v) any criminal act resulting in a criminal felony charge or conviction. For purposes of Mr. Case’s individual agreement, “cause” means: (i) a demonstrably willful and material breach of the executive’s duties and responsibilities, committed in bad faith or without reasonable belief that the breach is in the best interests of the Company and which is not remedied within a reasonable period of time after receipt of written notice thereof; (ii) gross misconduct, theft, fraud, breach of trust, or any act of dishonesty which results in material harm to the Company; or (iii) commission of a felony involving moral turpitude. A “change in control” for purposes of the Combined Severance Plan and Mr. Case’s individual agreement generally would have occurred upon any of the following: (i) an acquisition by any individual, entity or group of 30% or more of either the then outstanding Class A Ordinary Shares or the combined voting power of the outstanding securities entitled to vote in the election of directors (but excluding, generally, any acquisition from or by the Company or a Company employee benefit plan, or any acquisition that meets the requirements of clauses (a), (b), and (c) of subsection (iii) of this definition); (ii) a change in the majority of the current Board; (iii) the consummation of reorganization, merger, consolidation or other similar business combination involving the Company or its subsidiaries, or the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries (unless each of the following is applicable: (a) all or substantially all of the Company’s 52 2022 Aon Proxy Statement
existing shareholders will beneficially own, directly or indirectly, as a consequence of the transaction, more than 60% of the outstanding shares of common stock and the combined voting power, respectively, of the ultimate parent company resulting from such transaction, in the same proportions relative to each shareholder as their ownership immediately prior to such 54 2024 Aon Proxy Statement
transaction; (b) no person or group owns, directly or indirectly, 30% or more of the outstanding Class A Ordinary Shares or combined voting power of the surviving company; and (c) individuals who were members of the Board prior to such transaction will constitute the majority of the members of the board of directors of the resulting entity); or (iv) a complete liquidation or dissolution of the Company. As a condition to the receipt of change in control severance payments and benefits, the executive would be required to enter into an agreement with the Company providing that the executive would not compete with the Company or solicit employees or customers of the Company for a two-year period and would not use or disclose any confidential information of the Company. In addition, the executive would be required to execute a full release of claims in connection with the payment of severance benefits. Pursuant to the terms of the Combined Severance Plan and Mr. Case’s individual agreement, the Company is not obligated to provide a gross up payment in connection with any excise taxes imposed by Section 4999 of the Code. In addition, Mr. Case’s individual agreement provides that Mr. Case’s cash and non-equity award payments shall be capped at the “safe harbor” amount under Section 280G of the Code, such that the cash and non-equity award payments are not deemed to be “excess parachute payments” within the meaning of Section 280G of the Code. The Combined Severance Plan provides that the executive’s payments and benefits shall be capped at the greater of: (i) the “safe harbor” amount under Section 280G of the Code, such that the payments and benefits are not deemed to be “excess parachute payments” or (ii) the amount of payments and benefits that would otherwise be provided under the agreement so long as the payments and benefits outweigh the tax consequences to them of receipt thereof. Employment Agreements and Letters As noted in “Employment Agreements and Other Compensation Arrangements” above, each NEO has entered into an employment agreement or employment letter with the Company that was in effect during 2021.2023. The terms of these various employment agreements that provide benefits upon a termination of employment under various scenarios are set forth below. Employment Agreement with Mr. Case Mr. Case’s employment agreement provides that, in the event of Mr. Case’s death or termination of employment due to disability during the term of the agreement, he (or, if applicable, his heirs, executors or the administrators of his estate) will receive: (i) hisany accrued base salary through and including his termination date; (ii) any annual incentive bonus earned and payable but not yet paid for the bonus year prior to the year in which termination of employment occurs; (iii) a prorated annual incentive bonus through and including his termination date; (iv) other employee benefits to which he was entitled at the time of termination in accordance with the terms of the plans and programs of the Company; and (v) accelerated vesting of the restricted share unit awards, continued vesting of the share option awards, and payment or vesting of any other long-term incentive awards, in each case granted to him pursuant to his prior employment agreement. Mr. Case’s employment agreement also provides that if the Company terminates Mr. Case’s employment for cause (as defined in the agreement), or if Mr. Case voluntarily terminates his employment without good reason (as defined in the agreement) as determined by a majority of the members of the Board (excluding Mr. Case), Mr. Case will be entitled to receive: (i) his accrued base salary through and including his date of termination; and (ii) other employee benefits to which he was entitled at the time of his termination in accordance with the terms of the plans and programs of the Company. In the event of a termination for cause, Mr. Case must immediately resign from the Board. If the Company terminates his employment for any reason other than cause (as defined in the agreement), or if Mr. Case voluntarily terminates his employment with good reason (as defined in the agreement), Mr. Case will be entitled to receive: (i) hisany accrued base salary through and including his date of termination; (ii) any annual incentive bonus earned and payable but not yet paid for the bonus year prior to the year in which termination of employment occurs; (iii) a prorated annual incentive bonus through and including his date of termination, subject to the satisfaction of the specified performance goals established for the applicable bonus year; (iv) other employee benefits to which he was entitled at the time of his termination in accordance with the terms of the plans and programs of the Company;Company, provided that the Company shall continue to provide 2022 Aon Proxy Statement 53
medical, dental and vision benefits to Mr. Case, his spouse and dependent children for a period of 24 months following the date of termination, followed with immediate eligibility for coverage under the Company’s retiree medical program until Mr. Case, his spouse and dependent children become covered by the plan of another employer providing comparable 2024 Aon Proxy Statement 55
benefits; (v) accelerated vesting of the restricted share unit awards, continued vesting of the share option awards and payment or vesting of any other long-term incentive awards, in each case granted to him pursuant to his prior employment agreement; (vi) a lump sum cash payment equal to two times Mr. Case’s target annual incentive bonus for the bonus year in which his employment terminates; and (vii) subject to continuing compliance with the non-competition, non-solicitation, and confidentiality covenants set forth in the agreement, an amount equal to two times Mr. Case’s base salary, payable in installment payments when the Company provides salary payments to its executives generally, through the two year non-competition period. The definition of “cause” under Mr. Case’s employment agreement is substantially similar to the definition of “cause” in the Combined Severance Plan, as described above under “Change in Control Severance Arrangements.” If Mr. Case voluntarily terminates his employment with good reason, he will be entitled to receive the payments and benefits set forth in items (i) through (vii) of the immediately preceding paragraph. Under his employment agreement, “good reason” is defined as (i) the assignment to Mr. Case of any duties materially inconsistent with his position, authority, duties, or responsibilities contemplated by his employment agreement; (ii) the Company’s failure to comply with the provisions of his employment agreement regarding compensation; or (iii) any other material breach by the Company of his employment agreement. Non-competition and non-solicitation covenants apply to Mr. Case for a period of two years following the termination of his employment without regard to the reason for such termination. Employment Agreement with Ms. Davies Ms. Davies’s employment agreement, as amended, provides that, in the event of the death of Ms. Davies during the term of the agreement, her heirs or executors or the administrators of her estate will receive: (i) herany accrued base salary through and including her date of death plus any unpaid annual or long-term bonus earned for the completed year prior to her death; and (ii) a lump sum cash payment equal to her base salary at the date of death through April 1, 2026, reduced by the amount of any benefits paid under any life insurance policy maintained by the Company for her benefit. In the event of the Company’s termination of the employment of Ms. Davies by reason of disability, she will receive: (i) herany accrued base salary through and including her date of termination plus any unpaid annual or long-term bonus earned for the completed year prior to her termination; and (ii) continuation of her base salary at the rate in effect at the date of termination through April 1, 2026, reduced by the amount of any benefits paid under any disability insurance policy maintained by the Company for her benefit. If the Company terminates Ms. Davies’s employment for cause (as defined in her agreement), Ms. Davies will receive: (i) herany accrued base salary through her date of termination; and (ii) other employee benefits to which she was entitled at the time of termination in accordance with the terms of the plans and programs of the Company. If the Company terminates Ms. Davies’s employment for any reason, other than for cause, and other than due to death or disability, the Company must give Ms. Davies 365 daysdays’ prior written notice of termination, and she will be entitled to the following: (i) for the period of time beginning with the Company’s delivery of notice of termination to Ms. Davies and extending through the date of termination: (a) the Company will continue to pay her salary at the rate in effect on the date of delivery of notice of termination; (b) Ms. Davies will remain eligible for annual bonuses determined in accordance with the terms of the senior management incentive plan; (c) Ms. Davies will continue to be entitled to all employee benefits; and (d) Ms. Davies will continue to vest in and be eligible to earn long-term incentive awards; (ii) on the termination date, Ms. Davies shall receive a lump sum cash payment equal to any accrued but unpaid base salary; any unpaid annual or long-term bonus earned for the completed year prior to such date; and an amount equal to her target full year annual incentive award based on her base salary and target annual award percentage (or value, as applicable) as determined under the senior management incentive plan in effect for the bonus year in which the notice of termination is given; and (iii) for two years, provided that Ms. Davies complies with the non-competition, non-solicitation, and confidentiality provisions of the employment agreement, the continuation of base salary at the rate in effect on the date notice of termination is given. The definition of “cause” under Ms. Davies’s employment agreement is substantially similar to the definition of “cause” in the Combined Severance Plan, as described above under “Change in Control Severance Arrangements.” 54 2022 Aon Proxy Statement
If Ms. Davies voluntarily terminates her employment without good reason (as defined in the agreement), Ms. Davies must give the Company ninety (90) daysdays’ prior written notice and will receive: (i) herany accrued base salary through her date of termination; and (ii) other employee benefits to which she was entitled at the time of termination in accordance with the terms of the plans and programs of the Company. If Ms. Davies voluntarily terminates her employment for good reason (as defined in the agreement), Ms. Davies must give the Company thirty (30) days’ prior written notice and Ms. Davies will receive the benefits outlined in the 56 2024 Aon Proxy Statement
second sentence of the immediately preceding paragraph, with the date of the delivery by Ms. Davies to the Company of notice of termination deemed to be the date of the notice of termination, and the date specified in such notice as Ms. Davies’s last day of employment with the Company as the termination date. Under her employment agreement, “good reason” is defined as (i) the assignment to Ms. Davies of any duties materially inconsistent with her position, authority, duties or responsibilities contemplated by her employment agreement; (ii) the Company’s failure to comply with the provisions of her employment agreement regarding compensation; or (iii) any other material breach by the Company of her employment agreement. In addition, if Ms. Davies is terminated without cause, or if she voluntarily terminates her employment for good reason, the share awards and share options granted to Ms. Davies pursuant to the employment agreement will immediately vest as of the date of termination. Non-competition and non-solicitation covenants apply to Ms. Davies for a period of two years following the termination of her employment without regard to the reason for such termination. In connection with her retirement as described above, Ms. Davies is expected to enter into an agreement with respect to her service as a senior advisor and to receive compensation under such agreement. Employment Agreement with Mr. Andersen On July 26, 2023, Aon Corporation, a wholly owned subsidiary of the Company, entered into an employment agreement with Mr. Andersen, effective July 1, 2023, pursuant to which he will continue to serve as President of the Company and Aon Corporation. Mr. Andersen’s employment agreement supersedes his at-will employment letter dated as of May 11, 2018, which contained substantially similar termination provisions as described in the next section below. In the event of Mr. Andersen’s death or termination of employment due to his incapacity or disability during the term of the employment agreement, he or his heirs, executors or the administrators of his estate (as applicable) will receive: (1) any accrued base salary through the date of his employment termination; (2) any unpaid annual bonus earned for the completed year (or other performance period) prior to termination; (3) any prorated annual incentive bonus (based on the target annual incentive for the bonus year in which his employment terminates) through the date of his employment termination; (4) other employee benefits to which he is entitled in accordance with the terms of such benefit plans and programs; and (5) payment or vesting of any long-term incentive awards that have been granted to him prior to the date of his employment termination, to the extent that such payment or vesting is provided for in the terms of the award agreements. If the Company terminates Mr. Andersen’s employment for “cause” (as defined in the employment agreement), he will be entitled to receive: (1) any accrued base salary through and including the date of his employment termination, and (2) other vested employee benefits to which he is entitled upon his termination of employment, in accordance with the terms of such benefit plans and programs. The definition of “cause” under Mr. Andersen’s employment agreement is substantially similar to the definition of “cause” in the Combined Severance Plan, as described above under “Change in Control Severance Arrangements.” The Company may notify Mr. Andersen that his employment will be terminated upon the expiration of the employment period (as defined in the employment agreement) with a minimum of 365 days’ advance notice (“Notice”) of such termination. If the employment period expires prior to the end of the Notice period, Mr. Andersen will be converted to an at-will employee upon the expiration of the employment period and the termination will be treated as a qualifying termination under the Combined Severance Plan. Mr. Andersen’s employment agreement also provides that, if the Company removes him from the role of President and/or reduces his substantive duties (“Company Removal”), or if Mr. Andersen notifies the Company in writing that he no longer wishes to perform the duties and responsibilities of President (“Executive Notification”), Mr. Andersen will remain employed through the employment period (with approval of the Chief Executive Officer in the case of Executive Notification) and will be entitled to receive: (1) his base salary and annual incentive target bonus through the duration of the employment period; (2) pro rata vesting of any outstanding LPP awards through the duration of the employment period or through the date of Executive Notification (as applicable); (3) continued vesting of any outstanding ISP awards; and (4) other employee benefits to which he is entitled at the date of Company Removal or Executive Notification (as applicable). In the event of Company Removal, Mr. Andersen would also be entitled to receive pro rata vesting of the July 2023 PSUs through the duration of the employment period. The removal of Mr. Andersen from his role as President, Executive Notification, and/or any reduction in his duties by the Company is deemed not to be a qualifying termination under the Combined Severance Plan. 2024 Aon Proxy Statement 57
Non-competition and non-solicitation covenants apply to Mr. Andersen for a period of two years following the termination of his employment without regard to the reason for such termination. Employment Letters with Mr. Andersen, Ms. Stevens and Mr. Zeidel Mr. Andersen, Ms. Stevens and Mr. Zeidel are parties to employment letters dated May 11, 2018, September 2019 and July 2019, respectively. The employment letters with Mr. Andersen, Ms. Stevens and Mr. Zeidel contain substantially similar termination provisions. The lettersprovisions and each provide that the executive is eligible to participate in the Combined Severance Plan. Under the Combined Severance Plan, if the executive experiences a “non-qualifying termination” (meaning a termination by the Company for cause, a termination by the executive without good reason, or a termination due to death or total disability), the executive will receive all base salary, benefits, and other compensation entitlements that are accrued and vested but unpaid through the date of termination. In the event of a “qualifying termination” (meaning a termination by the Company without cause or a termination by the executive for good reason), the executive is entitled to receive a cash payment equal to his or her then-current base salary, as well as all base salary, benefits, and other compensation entitlements that are accrued and vested but unpaid through the date of termination. The Company is required to provide the executive at least 365 days’ prior notice of termination without cause, and the executive is required to provide the Company at least 30 days’ prior notice of voluntary termination for any reason. Under the Combined Severance Plan, “good reason” means (i) a substantial adverse change in authority, powers, functions, duties or responsibilities, or (ii) a material reduction in salary or bonus opportunity. The definition of “cause” under the Combined Severance Plan is described above under “Change in Control Severance Arrangements.”
Leadership Performance Program The LPP is a sub-plan of our Shareholder-Approved Plan that is intended to unite senior leaders of the Company around the common objectives of growing value, driving and motivating performance, and aligning senior executives with the overall success of the Company. For purposes of the tables above, performance share unitsPSUs granted pursuant to the LPP performance cycles will beare treated as follows upon the occurrence of various termination events: If the executive’s employment is terminated voluntarily without good reason or involuntarily for cause, participation in the LPP is cancelled retroactively back to the beginning of the performance period and performance share units will be forfeited in their entirety.
• | | If the executive’s employment is terminated voluntarily without good reason or involuntarily for cause, participation in the LPP is cancelled retroactively back to the beginning of the performance period and PSUs will be forfeited in their entirety. |
Under “Death” and “Disability”: (i) if death or disability occurs in the first or second calendar years of the performance cycle, the performance share units
• | | Under “Death” and “Disability”: (i) if death or disability occurs in the first or second calendar years of the performance cycle, the PSUs will become immediately vested at the target award level and convert to Class A Ordinary Shares as soon as administratively feasible following such death or disability; and (ii) if death or disability occurs in the third calendar year of the performance cycle, the performance share units will become vested at the greater of: (a) the target award level; or (b) the number of units earned based on the actual achievement of cumulative earnings for the entire performance cycle. 2022 Aon Proxy Statement 55
Under “Retirement,” “Involuntary—Good Reason,” and “Involuntary—Without Cause,” a prorated amount of the outstanding performance share units convert to Class A Ordinary Shares as soon as administratively feasible following such death or disability; and (ii) if death or disability occurs in the third calendar year of the performance cycle, the PSUs will become vested at the greater of: (a) the target award level; or (b) the number of units earned based on the actual achievement of cumulative earnings for the entire performance cycle.
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• | | Under “Retirement,” “Involuntary—Good Reason,” and “Involuntary—Without Cause,” a prorated amount of the outstanding PSUs convert to Class A Ordinary Shares at the end of the performance period based on the ratio of cumulative growth achieved during the NEO’s employment during the performance period over the total achieved over the performance period. For purposes of the calculation set forth in the preceding sentence only, the growth achieved during the NEO’s employment will be measured as of the last full calendar quarter preceding the termination date. The prorated amount will be based on the percentage of full participating quarters completed during the NEO’s employment during the performance period as a proportion of the total performance period. |
• | | Under “Qualifying After Change in Control,” the outstanding PSUs convert to Class A Ordinary Shares as follows: (i) if the NEO’s employment is terminated without cause following a change in control but prior to the end of the performance period, the conversion occurs at the greater of: (a) 100% of the target level; or (b) the number of shares that would have resulted from the growth rate achieved during the NEO’s period of service during the performance period, measured as of the last full calendar quarter preceding the termination date; and (ii) in the event of a termination for cause, voluntary termination, death or disability, or if the NEO’s employment continues through the end of the performance period, the treatment of PSUs described elsewhere in this section shall apply as if a change in control did not occur. In addition, amounts calculated using the methodology as described in this paragraph represent, for all grants, the payout of a prorated amount of the outstanding PSUs at current performance levels. For grants of PSUs under the LPP, in the event of a change in control, without a qualifying termination, where the successor entity does not assume and continue the respective LPP, the outstanding PSUs will immediately convert to Class A Ordinary Shares at the greater of: (i) 100% of the target level; or (ii) the number of shares that would have resulted from the growth rate achieved during the performance period measured as of the last full calendar quarter preceding the consummation of the change in control. |
58 2024 Aon Proxy Statement
July 2023 PSUs For the July 2023 PSUs granted to Ms. Davies and Mr. Andersen (which are discussed in further detail in the section above captioned “Compensation Discussion & Analysis” contained in this proxy statement under “July 2023 Long-Term Performance Based Awards”), such awards will be forfeited in the event of the recipient’s retirement or voluntary resignation, including for good reason, prior to the Vesting Date (March 31, 2028). Upon a termination of the recipient by the Company without cause or due to the recipient’s death or disability on or prior to March 31, 2026, the recipient will be eligible to earn a prorated portion of the target level of the July 2023 PSUs (based on completed days of service during the Performance Period), subject to achievement of the Performance Hurdle at the end of the performance period on March 31, 2028. If such a termination occurs after March 31, 2026, the recipient will be eligible to earn a prorated portion of the July 2023 PSUs (based on completed days of service during the Performance Period), based on the cumulative growth achieved during the NEO’s employment during the performance period as a proportion of the total achieved over the performance period. For purposes of the calculation set forth in the preceding sentence only, the growth achieved during the NEO’s employment will be measuredAverage Share Price as of the last full calendar quarter preceding the termination date. The prorated amount will be based on the percentage of full participating quarters completed during the NEO’s employment during the performance period as a proportiondate, and subject to achievement of the total performance period. Under “Qualifying After Change in Control,” the outstanding performance share units convert to Class A Ordinary Shares as follows: (i) if the NEO’s employment is terminated without cause following a change in control but prior toPerformance Hurdle at the end of the performance period the conversion occurs at the greater of: (a) 100% of the target level; or (b) the number of shares that would have resulted from the growth rate achieved during the NEO’s period of service during the performance period, measured as of the last full calendar quarter preceding the termination date; and (ii) in the event of a termination for cause, voluntary termination, death or disability, or if the NEO’s employment continues through the end of the performance period, the treatment of performance share units described elsewhere in this section shall apply as ifon March 31, 2028. Upon a change in control did not occur. In addition, amounts calculated usingprior to the methodology as described in this paragraph represent, for all grants,Vesting Date, the payout of a prorated amountperformance conditions of the outstanding performance share unitsJuly 2023 PSUs will be tested at current performance levels. For grantsthe time of performance share units under the LPP, in the event of asuch change in control without a qualifying termination, whereutilizing the successor entity does not assume and continueprice used in the respective LPP,transaction. To the outstandingextent the performance share units will immediately convert to Class A Ordinary Shares at the greater of: (i) 100%conditions are achieved as of the target level;date of such change in control, the July 2023 PSUs will remain subject to their time-vesting requirements, except that if (i) the July 2023 PSUs are not assumed by the buyer in the change in control, or (ii) the number of shares that would have resulted fromJuly 2023 PSUs are assumed, but the growth rate achievedrecipient is terminated involuntarily without cause or resigns with good reason during the performancetwo-year period measured as of the last full calendar quarter preceding the consummation offollowing the change in control.control, then the July 2023 PSUs will immediately vest.
20212023 Director Compensation
Director Compensation Table The table below summarizes compensation for the Company’s Board members who are not employees of the Company for the fiscal year ended December 31, 2021.2023. All such directors are referred to in this proxy statement as “non-management directors.” Mr. Case receives no additional compensation for his services as a member of the Board. The compensation received by Mr. Case as an employee of the Company is shown in the Summary Compensation Table for Fiscal Years 2021, 2020,2023, 2022, and 20192021 set forth in this proxy statement. The Compensation Committee periodically reviews the compensation of the Company’s non-management directors, including the compensation of the Company’s non-executive Chair. | Name | | Fees Earned or Paid in Cash ($) | | Stock Awards ($)(1) | | All Other Compensation ($)(2) | | Total ($) | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(1) | | | All Other Compensation ($)(2) | | | Total ($) | | | Jin-Yong Cai | | | 136,000 | | | | 194,237 | | | | 158,441 | | | | 488,678 | | Jin-Yong Cai | | Jin-Yong Cai | | Jin-Yong Cai | | | | 145,000 | | | | 210,223 | | | | 155,409 | | | | 510,632 | | | Jeffrey C. Campbell | | Jeffrey C. Campbell | | Jeffrey C. Campbell | | Jeffrey C. Campbell | | | 136,000 | | | | 194,237 | | | | 10,000 | | | | 340,237 | | | | 175,000 | | | | 210,223 | | | | 42,094 | | | | 427,317 | | | Fulvio Conti | | | 161,000 | | | | 194,237 | | | | 158,441 | | | | 513,678 | | Fulvio Conti | | Fulvio Conti | | Fulvio Conti | | | | 170,000 | | | | 210,223 | | | | 154,800 | | | | 535,023 | | | Cheryl A. Francis | | | 136,000 | | | | 194,237 | | | | 10,000 | | | | 340,237 | | Cheryl A. Francis | | Cheryl A. Francis | | Cheryl A. Francis | | | | 170,000 | | | | 210,233 | | | | 10,000 | | | | 390,223 | | | Adriana Karaboutis | | Adriana Karaboutis | | Adriana Karaboutis | | Adriana Karaboutis | | | | 145,000 | | | | 210,223 | | | | 70,552 | | | | 425,776 | | | Lester B. Knight | | Lester B. Knight | | Lester B. Knight | | Lester B. Knight | | | 161,000 | | | | 419,181 | | | | 10,000 | | | | 590,181 | | | | 170,000 | | | | 435,013 | | | | 111,355 | | | | 716,368 | | | J. Michael Losh | | | 166,000 | | | | 194,237 | | | | 10,000 | | | | 370,237 | | J. Michael Losh | | J. Michael Losh | | J. Michael Losh | | | | 66,342 | | | | — | | | | 29,691 | | | | 96,033 | | | Richard B. Myers | | | 136,000 | | | | 194,237 | | | | 10,000 | | | | 340,237 | | | Richard C. Notebaert | | Richard C. Notebaert | | Richard C. Notebaert | | Richard C. Notebaert | | | 161,000 | | | | 194,237 | | | | 10,000 | | | | 365,237 | | | | 170,000 | | | | 210,223 | | | | 10,000 | | | | 390,223 | | | Gloria Santona | | | 161,000 | | | | 194,237 | | | | — | | | | 355,237 | | Gloria Santona | | Gloria Santona | | Gloria Santona | | | | 170,000 | | | | 210,223 | | | | 41,301 | | | | 421,524 | | | Byron Spruell | | | 136,000 | | | | 194,237 | | | | — | | | | 330,237 | | Sarah Smith | | Sarah Smith | | Sarah Smith | | Sarah Smith | | | | 103,685 | | | | 243,490 | | | | 63,500 | | | | 410,676 | | | Byron O. Spruell | | Byron O. Spruell | | Byron O. Spruell | | Byron O. Spruell | | | | 145,000 | | | | 210,223 | | | | 37,334 | | | | 392,558 | | | Carolyn Y. Woo | | | 136,000 | | | | 194,237 | | | | 10,000 | | | | 340,237 | | Carolyn Y. Woo | | Carolyn Y. Woo | | Carolyn Y. Woo | | | | 145,000 | | | | 210,223 | | | | 10,000 | | | | 365,223 | |
(1) | The amounts shown in “Stock Awards” reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 of Class A Ordinary Shares granted in 2021.2023. See Note 12 “Share-Based Compensation Plans” of the Notes to Consolidated Financial Statements in Part II, Item 8 of the Company’s Form 10-K for the year ended December 31, 2023 for information regarding assumptions underlying the valuation of equity awards. Additional information regarding the share awards granted to each non-management director in 20212023 is contained under the heading “Elements of Director Compensation.” |
56 2022
2024 Aon Proxy Statement 59
(2) | During 2021,2023, the amounts reported as “All Other Compensation” consist of the following components: |
| Name | | Matching Contribution ($)(a) | | Estimated Tax Equalization ($)(b) | | Total ($) | | Matching Contribution ($)(a) | | | Estimated Tax Equalization ($)(b) | | | Other ($)(c) | | | Total ($) | | | Jin-Yong Cai | | | 10,000 | | | | 148,441 | | | | 158,441 | | Jin-Yong Cai | | Jin-Yong Cai | | Jin-Yong Cai | | | | 10,000 | | | | 145,409 | | | | — | | | | 155,409 | | | Jeffrey C. Campbell | | Jeffrey C. Campbell | | Jeffrey C. Campbell | | Jeffrey C. Campbell | | | 10,000 | | | | — | | | | 10,000 | | | | — | | | | 42,094 | | | | — | | | | 42,094 | | | Fulvio Conti | | | 10,000 | | | | 148,441 | | | | 158,441 | | Fulvio Conti | | Fulvio Conti | | Fulvio Conti | | | | 10,000 | | | | 144,800 | | | | — | | | | 154,800 | | | Cheryl A. Francis | | | 10,000 | | | | — | | | | 10,000 | | Cheryl A. Francis | | Cheryl A. Francis | | Cheryl A. Francis | | | | 10,000 | | | | — | | | | — | | | | 10,000 | | | Adriana Karaboutis | | Adriana Karaboutis | | Adriana Karaboutis | | Adriana Karaboutis | | | | 10,000 | | | | 60,552 | | | | — | | | | 70,552 | | | Lester B. Knight | | Lester B. Knight | | Lester B. Knight | | Lester B. Knight | | | 10,000 | | | | — | | | | 10,000 | | | | 10,000 | | | | 101,355 | | | | — | | | | 111,355 | | | J. Michael Losh | | | 10,000 | | | | — | | | | 10,000 | | J. Michael Losh | | J. Michael Losh | | J. Michael Losh | | | | 10,000 | | | | 9,691 | | | | 10,000 | | | | 29,691 | | | Richard B. Myers | | | 10,000 | | | | — | | | | 10,000 | | | Richard C. Notebaert | | Richard C. Notebaert | | Richard C. Notebaert | | Richard C. Notebaert | | | 10,000 | | | | — | | | | 10,000 | | | | 10,000 | | | | — | | | | — | | | | 10,000 | | | Gloria Santona | | | — | | | | — | | | | — | | Gloria Santona | | Gloria Santona | | Gloria Santona | | | | — | | | | 41,301 | | | | — | | | | 41,301 | | | Byron Spruell | | | — | | | | — | | | | — | | Sarah Smith | | Sarah Smith | | Sarah Smith | | Sarah Smith | | | | 10,000 | | | | 53,500 | | | | — | | | | 63,500 | | | Byron O. Spruell | | Byron O. Spruell | | Byron O. Spruell | | Byron O. Spruell | | | | — | | | | 37,334 | | | | — | | | | 37,334 | | | Carolyn Y. Woo | | | 10,000 | | | | — | | | | 10,000 | | Carolyn Y. Woo | | Carolyn Y. Woo | | Carolyn Y. Woo | | | | 10,000 | | | | — | | | | — | | | | 10,000 | |
| (a) | The amounts shown in the “Matching Contribution” column consist of a matching contribution of up to $10,000 on behalf of the non-management director to various qualified organizations pursuant to the Aon Foundation Directors Matching Gift Program. |
| (b) | The amounts shown in the “Estimated Tax Equalization” column reflect estimates of payments to be made by Aon in 2023 towards estimated Ireland income taxes imposed on compensation received in 20212023 on behalf of the non-management director under our tax equalization policy. These amounts are estimates. In the case of Mr. Cai and Mr. Conti, we assumedestimated Irish tax withholding on 100% of compensation paid. In the case of the other non-management directors, we assumed noestimated Irish tax withholding on 75% of compensation paid, as taxes may be apportioned between Ireland and a non-management director’s home country. In the case of Mr. Knight, the amount includes the estimated tax equalization payments made by Aon in 2023 ($75,949) and a net payment made by Aon in 2023 to settle prior year tax equalization amounts ($25,406). With respect to Ms. Francis, Mr. Notebaert, and Dr. Woo, the amount of estimated tax equalization payments made by Aon in 2023 on their behalf was less than the net payment received by Aon in 2023 to settle their prior year tax equalization amounts (so no amounts are reflected). Final tax equalization amounts for 2023 will not be known until the non-management director files his or her tax returns in 2022.2024. See “Other Policies and Practices—Tax Equalization” below. |
| (c) | The amount shown in the “Other” column represents the value of a charitable donation made by Aon in honor of Mr. Losh in connection with his retirement from the Board. |
60 2024 Aon Proxy Statement
Elements of Director Compensation Meridian independently reviewed the director compensation program on behalf of the Compensation Committee, using the same peer group as used for executive compensation comparisons. Taking into consideration Aon’s global complexity, Meridian’s independent recommendations were approved by the independent directors as set forth in the table below. | | | | | | | | | | | | | | | | | Element | | Description | | 20212023 Value | | 20222024 Changes | Cash Compensation | | Cash compensation payable quarterly in arrears to each non-management director. | | | | $136,000145,000 | | | | No changesIncrease of $5,000 in additional retainer for the Chair of each Board committee
| | | | | Additional cash retainer of $25,000 for the Chair of each Board committee (other than Audit Committee)* | | | | | | | | | Additional cash retainer of $30,000 for Chair of Audit Committee | | | | | | | | | | | Equity Compensation | | Annual grant of fully vested shares to each non-management director. The number of Class A Ordinary Shares granted is determined by dividing the grant date value by the closing price of a Class A Ordinary Share on the date of grant. | |
| | Grant date value of $194,000 to$210,000 for each non-management director other than the non-executive Chair
| | | | No changesIncrease of $15,000 in annual equity compensation for each non-management director
| | | | | Grant date value of $419,000Additional $225,000 for the non-executive Chair
| | | | |
* | With respect to sub-committee Chair retainer fees, the Company has adopted the policy that any director who chairs one of the standing committees will not be entitled to receive an additional cash retainer if he or she is also the chair of any sub-committee to that standing parent committee. |
2022 Aon Proxy Statement 57
The Company applies individual limits on annual non-management director compensation. The maximum value of total cash and equity compensation that may be paid annually is $600,000 for non-management directors other than the non-executive Chair, and $900,000 for the non-executive Chair. The maximum tax equalization payment that may be paid annually is $150,000 for non-management directors other than the non-executive Chair, and $250,000 for the non-executive Chair. The maximum value of other benefits (excluding charitable contributions under the Aon Corporation Outside Director Corporate Bequest Plan) that may be provided annually is $25,000 for all non-management directors, including the non-executive Chair.
2024 Aon Proxy Statement 61
Other Policies and Practices | | | Tax Equalization | | Non-managementFor compensation paid in 2023 or earlier, non-management directors are eligible to receive a tax equalization payment if the Ireland income taxes owed on their director compensation exceed the income taxes owed on such compensation in their country of residence. Without these tax equalization payments, a director may be subject to double taxation since they are already paying taxes on their director income in their country of residence. To the extent non-management director compensation is withheld to satisfy Ireland withholding requirements, we provide these tax equalization payments during the year in which the corresponding services are rendered so that the directors are tax-equalized on a current basis, with payment to us in the following year, if required, in order for them to be in the same position as if they were only taxed in their country of residence. We believe theseEffective in 2024, Aon updated its tax equalization policy for non-management directors to make tax equalization payments arein the event a non-management director is subject to double taxation in jurisdictions outside of Ireland where tax treaties (or lack thereof) do not provide full or partial tax credits with respect to director compensation. In such cases, the Company will withhold hypothetical and actual taxes from director compensation and transmit any required taxes to the governing authority. At tax year-end, after tax equalization calculations have been finalized, the director and the Company will settle any amounts due in order for them to be in the same position as if they were only taxed in their country of residence. We believe tax equalization is appropriate to help ensure our ability to continue to attract qualified persons who may not reside in Ireland.
| Matching Charitable Contributions | | During 2021,2023, Aon Foundation matched up to $10,000 of charitable contributions made to a qualified organization by any non-management director under the Aon Foundation Directors Matching Gift Program. | Bequest Plan | | Non-management directors elected or appointed to serve on the Board before January 1, 2006, and who have completed at least one year of service as a member of the Board, remain eligible to participate in the Aon Corporation Outside Director Corporate Bequest Plan (the “Bequest Plan”), established in 1994. Non-management directors elected or appointed to serve on the Board on or after January 1, 2006 are not eligible to participate in the Bequest Plan. | | | The Bequest Plan was established to acknowledge the service of non-management directors, to recognize the mutual interest of Aon and our non-management directors in supporting worthy charitable institutions, and to assist us in attracting and retaining non-management directors of the highest caliber. Individual non-management directors derive no financial benefit from the Bequest Plan, as any and all insurance proceeds and tax-deductible charitable donations accrue solely to Aon. | | | The Bequest Plan allows each eligible non-management director to recommend total charitable contributions of up to $1,000,000 to eligible tax-exempt organizations chosen by the eligible non-management director and approved by Aon Foundation. Each eligible non-management director may designate up to five tax-qualified organizations to receive a portion of the $1,000,000 bequest amount, subject to a $100,000 minimum amount per organization. Each eligible non-management director is paired with another eligible non-management director under the Bequest Plan. The distribution of each eligible non-management director’s charitable bequest amount will begin at the later of: (i) the death of such eligible non-management director; or (ii) the death of the other eligible non-management director with whom such eligible non-management director is paired. Distributions under the Bequest Plan, once they begin, will be made to the designated tax qualified organization(s) in 10 equal annual installments. | Expense Reimbursement | | Aon pays or reimburses non-management directors for reasonable travel, lodging, and related expenses in connection with their attendance at Board, Committee, or business meetings, and for other reasonable expenses related to Board service such as continuing education. |
58 202262 2024 Aon Proxy Statement
Report of the Audit Committee The Audit Committee oversees Aon’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the reporting process. Ernst & Young US, Aon’s independent registered public accounting firm for 2023, is responsible for expressing opinions on the conformity of Aon’s audited financial statements with generally accepted accounting principles and the effectiveness of Aon’s internal control over financial reporting. In this context, the Audit Committee reviewed and discussed with management and Ernst & Young US the audited financial statements for the year ended December 31, 2023, as well as management’s assessment of the effectiveness of Aon’s internal control over financial reporting and Ernst & Young US’s evaluation of Aon’s internal control over financial reporting. The Audit Committee has discussed with Ernst & Young US the matters that are required to be discussed by Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has discussed with Ernst & Young US the independence of that firm from Aon and its management, and has received written disclosures and the letter from Ernst & Young US required by the Public Company Accounting Oversight Board regarding Ernst & Young US’s communication with the Audit Committee concerning independence. The Audit Committee has also considered whether Ernst & Young US’s provision of non-audit services to Aon is compatible with maintaining Ernst & Young US’s independence. The Audit Committee has concluded that Ernst & Young US is independent from Aon and its management. Ernst & Young Ireland, Aon’s statutory auditor under Irish law for 2023, is responsible for expressing opinions on the conformity of Aon’s statutory audited financial statements under Irish law with the requirements of the Irish Companies Act. The Audit Committee has discussed with Ernst & Young Ireland the matters that are required to be discussed under the requirements of the Irish Companies Act. The Audit Committee has discussed with Ernst & Young Ireland the independence of that firm from Aon and its management and the Audit Committee has concluded that Ernst & Young Ireland is independent. The Audit Committee discussed with Aon’s internal auditors, Ernst & Young US and Ernst & Young Ireland, the overall scope and plans for their audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of Aon’s internal controls, and the overall quality of Aon’s financial reporting. In reliance on the reviews and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC. The Audit Committee has approved, and the Board has requested that shareholders ratify, the selection of Ernst & Young US as Aon’s independent registered public accounting firm for the year ending December 31, 2024 and Ernst & Young Ireland as Aon’s statutory auditor under Irish law (as is required under the Irish Companies Act) until the conclusion of the next annual general meeting of the Company. | | | | | | | | | | | | | | Jeffrey C. Campbell, Chair Jose Antonio Álvarez Fulvio Conti Adriana Karaboutis | | Gloria Santona Byron O. Spruell Carolyn Y. Woo | | | | | | | | | |
2024 Aon Proxy Statement 63
Auditor Fees | | | | | | | | | | | Type of Fees | | 2023 ($ in millions) | | 2022 ($ in millions) | Audit | | | | 17.3 | | | | | 15.4 | | Audit-Related | | | | 1.5 | | | | | 1.4 | | Tax | | | | .5 | | | | | .3 | | All Other Fees | | | | — | | | | | — | | Total Fees | | | | 19.3 | | | | | 17.1 | |
Audit Fees. Audit fees included services associated with the annual audit, including fees related to Section 404 of the Sarbanes Oxley Act of 2002, as amended, the reviews of Aon’s documents filed with the SEC and substantially all statutory audits required domestically and internationally. Audit-Related Fees. Audit-related fees include services such as employee benefit plan audits, other attestation services, due diligence in connection with acquisitions and accounting consultations not included in audit fees. Tax Fees. Tax fees consist of fees for tax services, including tax compliance, tax advice and tax planning. All Other Fees. The fees in this category pertain to permissible services not related to financial reporting. Audit Committee’s Pre-Approval Policies and Procedures The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Each pre-approval provides details regarding the particular service or category of service to be provided. The Audit Committee requires that the independent registered public accounting firm and management report on the actual fees charged by the independent registered public accounting firm for each category of service at Audit Committee meetings held during the year. The Audit Committee may pre-approve engagements either on a case-by-case basis or on a category basis. The Audit Committee grants pre-approvals for certain categories of services at the start of each year which are applicable for the year. In considering these pre-approvals, the Audit Committee reviews a description of the scope of services falling within each category and approves budgetary limits for each category. The Audit Committee acknowledges that circumstances may arise throughout the year that require the engagement of the independent registered public accounting firm to provide additional services not contemplated in the Audit Committee’s initial pre-approval process. In those circumstances, the Audit Committee requires that specific pre-approval be obtained for any audit or permitted non-audit service that is not included in an approved category, or for which total fees are expected to exceed the relevant budgetary limits. The Audit Committee also requires specific pre-approval be obtained for any services in the other services category. The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee for those instances when pre-approval is needed prior to a scheduled Audit Committee meeting. Such pre-approvals are reported to the Audit Committee at the next scheduled Audit Committee meeting. 64 2024 Aon Proxy Statement
Proposal 3–Resolution to Ratify the Appointment of Independent Registered Public Accounting Firm | | | | | The Board of Directors and the Audit Committee unanimously recommend that shareholders vote “FOR” the ratification of the appointment of Ernst & Young US as the Company’s independent registered public accounting firm for the year ending December 31, 2024. |
What am I voting on? The Audit Committee has appointed Ernst & Young US as Aon’s independent registered public accounting firm for the year ending December 31, 2024, subject to ratification by our shareholders. Ernst & Young US was first retained as the independent registered public accounting firm of the predecessor entities to Aon in February 1986. Although the ratification of this appointment is not required to be submitted to a vote of the shareholders, the Board believes it appropriate as a matter of policy to request that the shareholders ratify the appointment of the independent registered public accounting firm for the year 2024. If this proposal does not receive an affirmative majority of the votes cast, in person or by proxy, by shareholders entitled to vote at the Annual Meeting, the Audit Committee will reconsider the appointment, but may decide to maintain its appointment of Ernst & Young US. Even if the appointment is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be appropriate. The form of shareholder resolution for this proposal is below. In accordance with the requirements of Irish law, this resolution is being proposed as an ordinary resolution of the Company, requiring the affirmative vote of at least a majority of the votes cast, in person or by proxy, at the Annual Meeting. RESOLVED THAT, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 be, and it hereby is, ratified and approved. We anticipate that a representative of Ernst & Young US will be present at the Annual Meeting. The representative will be given the opportunity to make a statement if he or she desires to do so and be available to respond to appropriate questions from our shareholders. 2024 Aon Proxy Statement 65
Proposals 4 and 5 Proposals 4 and 5 are customary proposals required for public limited companies incorporated in Ireland to present to shareholders at each annual general meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. Proposal 4–Resolution to Re-appoint Ernst & Young Ireland as the Company’s Statutory Auditor Under Irish Law | | | | | The Board of Directors unanimously recommends that shareholders vote “FOR” the reappointment of Ernst & Young Ireland as the Company’s statutory auditor under Irish law, to hold office from the conclusion of the Annual Meeting until the conclusion of the next annual general meeting. |
What am I voting on? Under the Irish Companies Act, our statutory auditor under Irish law must be appointed at each annual general meeting of the Company to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting. Ernst & Young Ireland has served as our statutory auditor since our re-registration as a public limited company on March 18, 2020. If this proposal does not receive an affirmative majority of the votes cast, in person or by proxy, by shareholders entitled to vote at the Annual Meeting, the Board may appoint a statutory auditor to fill the vacancy. The form of shareholder resolution for this proposal is below. In accordance with the requirements of Irish law, this resolution is being proposed as an ordinary resolution of the Company, requiring the affirmative vote of at least a majority of the votes cast, in person or by proxy, at the Annual Meeting. RESOLVED THAT, the re-appointment of Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law, to hold office from the conclusion of the 2024 Annual General Meeting of the Company until the conclusion of the next annual general meeting of the Company be, and it hereby is, approved. Proposal 5–Resolution to Authorize the Board or the Audit Committee of the Board to Determine the Remuneration of the Company’s Statutory Auditor Under Irish Law | | | | | The Board of Directors unanimously recommends that shareholders vote “FOR” the authorization of the Board or the Audit Committee of the Board to determine the remuneration of the Company’s statutory auditor under Irish law. |
What am I voting on? Under the Irish Companies Act, the remuneration of our statutory auditor under Irish law must be fixed in a general meeting of the Company or in such manner as may be determined in a general meeting. We are asking our shareholders to authorize our Board or the Audit Committee of the Board to determine Ernst & Young Ireland’s remuneration as our statutory auditor under Irish law for the duration of Ernst & Young Ireland’s term of office. The form of shareholder resolution for this proposal is below. In accordance with the requirements of Irish law, this resolution is being proposed as an ordinary resolution of the Company, requiring the affirmative vote of at least a majority of the votes cast, in person or by proxy, at the Annual Meeting. RESOLVED THAT, the Board or the Audit Committee of the Board be, and they hereby are, authorized to determine Ernst & Young Chartered Accountant’s remuneration as statutory auditor under Irish law for the duration of Ernst & Young Chartered Accountants’ term of office. 66 2024 Aon Proxy Statement
Proposals 6 and 7 Proposals 6 and 7 are customary proposals required for public limited companies incorporated in Ireland to present to shareholders at each annual general meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. Proposal 6–Resolution to Renew the Board’s Authority to Issue Shares Under Irish Law | | | | | The Board of Directors unanimously recommends that shareholders vote “FOR” the renewal of the Board’s authority to issue shares under Irish law. |
What am I voting on? Under Irish law, the directors of an Irish public limited company must have authority from the company’s shareholders to issue shares and to grant rights to acquire shares (e.g., pursuant to options, warrants and other convertible securities), including shares that are part of the company’s authorized but unissued share capital. This requirement does not apply to the issue of shares and the grant of rights to acquire shares to employees or former employees under an employees’ share scheme. The Board’s current authority is included in the Articles. Under this authority, the Board is authorized to issue shares and to grant rights to acquire shares up to the full amount of Aon’s authorized but unissued share capital. This authority will expire on March 31, 2025. We are presenting this proposal to renew the Board’s authority to issue authorized but unissued shares and to grant rights to acquire such shares on the terms set forth below. This proposal is in line with customary practice and governance standards applicable topublic companies incorporated in Ireland and listed on U.S. markets. The proposed authority is more limited than the Board’s current authority. If this proposal is not passed, Aon will have a limited ability to issue new shares after March 31, 2025. We are seeking authority from our shareholders at the Annual Meeting for the Board to issue, and/or grant rights to acquire, up to a maximum number of Class A Ordinary Shares, which is equivalent to approximately 20% of our issued share capital as of April 12, 2024 (the latest practicable date before this proxy statement), for a period expiring on the date which is 18 months from the date of the Annual Meeting, unless otherwise varied, revoked or renewed. The Board expects to propose renewals of this authority on a regular basis at our annual general meetings in subsequent years. Granting the Board authority to issue shares is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This renewal of authority, which is more limited than the Board’s current authority, is fundamental to our business and enables us to issue shares (and/or rights to acquire shares), including, if applicable, in connection with funding acquisitions and raising capital. We are not asking you to approve an increase in our authorized share capital or to approve a specific issue of shares. Instead, approval of this proposal will only grant the Board the authority to issue, and grant rights to acquire, shares that are already included in our authorized share capital under our Articles. In addition, because we are a NYSE-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of the NYSE and the SEC, including those rules that limit our ability to issue shares in specified circumstances without obtaining shareholder approval (such as the requirement to obtain shareholder approval for certain issuances of 20% or more of our Class A Ordinary Shares). The authorization being sought in this proposal is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE. Accordingly, approval of this resolution would merely place us on equal footing with other NYSE-listed companies. The form of shareholder resolution for this proposal is below. In accordance with the requirements of Irish law, this resolution is being proposed as an ordinary resolution of the Company, requiring the affirmative vote of at least a majority of the votes cast, in person or by proxy, at the Annual Meeting. 2024 Aon Proxy Statement 67
RESOLVED THAT, the directors of the Company be and they are hereby generally and unconditionally authorized to exercise all powers of the Company to allot and issue relevant securities (within the meaning of section 1021 of the Companies Act 2014, as amended) up to an aggregate nominal value of US $397,013.43 (which represents 39,701,343 shares of US $0.01 each (nominal value)) (being equivalent to approximately 20% of the aggregate nominal value and number of the issued class A ordinary shares of $0.01 each (nominal value) in the capital of the Company as of April 12, 2024) and the authority conferred by this resolution shall expire on the date that is 18 months from the passing of this resolution, unless previously renewed, varied or revoked by the Company, provided that the Company may, before such expiry, make an offer or agreement which would, or might, require relevant securities to be allotted and issued after such expiry and, in that case, the directors of the Company may allot and issue relevant securities in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired. Proposal 7–Resolution to Authorize the Board to Opt-Out of Statutory Pre-Emption Rights Under Irish Law | | | | | The Board of Directors unanimously recommends that shareholders vote “FOR” the renewal of the Board’s authority to opt-out of statutory pre-emption rights under Irish law. |
What am I voting on? Under Irish law, unless its directors are otherwise authorized and empowered to opt-out, when an Irish public limited company proposes to issue, or grant rights to acquire, shares for cash, the company is required to first offer those shares or rights on the same or more favorable terms to existing shareholders of the company on a pro rata basis (commonly referred to as statutory pre-emption rights). Statutory pre-emption rights do not apply to the issue of shares or the grant of rights to acquire shares (i) for cash to employees or former employees under an employees’ share scheme or (ii) for non-cash consideration, such as on a share-for -share transaction. The Board’s current authority and power to opt-out of statutory pre-emption rights is included in the Articles. Under this authority, the Board is empowered to issue shares and to grant rights to acquire shares up to the full amount of Aon’s authorized but unissued share capital without regard to statutory pre-emption rights. This authority will expire on March 31, 2025. We are presenting this proposal to renew the Board’s authority to opt-out of statutory pre-emption rights on the terms set forth below. This proposal is in line with customary practice and governance standards applicable to public companies incorporated in Ireland and listed on U.S. markets. The proposed authority is more limited than the Board’s current authority. We are seeking authority from our shareholders at the Annual Meeting to empower the Board to opt-out of statutory pre-emption rights in respect of (i) the issue of Class A Ordinary Shares for cash in connection with any rights’ issue and (ii) the issue, and/or grant of rights to acquire, Class A Ordinary Shares for cash without regard to statutory pre-emption rights, up to a maximum number which is equivalent to approximately 20% of our issued Class A Ordinary Shares as of April 12, 2024 (the latest practicable date before this proxy statement). The proposed authority is for a period expiring on the date which is 18 months from the date of our Annual Meeting, unless otherwise varied, renewed or revoked. The Board expects to propose renewals of this authority on a regular basis at our annual general meetings in subsequent years. Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. Similar to the authorization sought under Proposal 6 in this proxy statement, this renewal of authority is fundamental to our business and enables us to issue shares and rights to acquire shares on a non-pre-emptive basis, including, if applicable, in connection with funding acquisitions and raising capital. We are not asking you to approve an 68 2024 Aon Proxy Statement
increase in our authorized share capital or to approve a specific issue of shares. Instead, approval of this proposal will only grant the Board the authority to issue and grant rights to acquire, shares that are already included in our authorized share capital under our Articles. Without this authorization, in each case where we issue shares or grant rights to acquire shares for cash after March 31, 2025, we would first have to offer those shares or rights on the same or more favorable terms to all of our existing shareholders, which could cause delays in the completion of acquisitions and the raising of capital for our business. This authorization is required as a matter of Irish law and is not otherwise required for other companies listed on the NYSE. Accordingly, approval of this resolution will merely place us on equal footing with other NYSE-listed companies, who are required to obtain shareholder approval for certain issuances of 20% or more of their common stock. The form of shareholder resolution for this proposal is below. In accordance with the requirements of Irish law, this resolution is being proposed as a special resolution of the Company, requiring the affirmative vote of at least 75% of the votes cast, in person or by proxy, at the Annual Meeting. In addition, this proposal is conditional upon the approval of Proposal 6, as required by Irish law. RESOLVED THAT, subject to and conditional on the passing of the resolution in respect of Proposal 6 set out in the Company’s proxy statement dated April 29, 2024, the directors of the Company be and are hereby empowered pursuant to section 1023 of the Act, to allot and issue equity securities (within the meaning of section 1023 of the Companies Act 2014, as amended (the “Act”)) for cash pursuant to the authority conferred by the said Proposal 6 as if section 1022(1) of the Act did not apply to any such allotment and issue, provided that this power shall be limited to: (a) | the allotment and issue of equity securities in connection with a rights’ issue in favor of the holders of class A ordinary shares of $0.01 each (nominal value) in the capital of the Company (“Class A Ordinary Shares”) (including rights to subscribe for, or convert other securities into, Class A Ordinary Shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be practicable) to the respective numbers of Class A Ordinary Shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with any treasury shares, fractional entitlements that would otherwise arise, record dates or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); and |
(b) | the allotment and issue (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of US $397,013.43 (which represents 39,701,343 shares of US $0.01 each (nominal value)) (being equivalent to approximately 20% of the aggregate nominal value and number of the issued Class A Ordinary Shares as of April 12, 2024), |
and, in each case, the authority conferred by this resolution shall expire on the date that is 18 months from the passing of this resolution, unless previously renewed, varied or revoked, provided that the Company may, before such expiry, make an offer or agreement, which would, or might, require any such securities to be allotted and issued after such expiry, and in that case, the directors may allot and issue equity securities in pursuance of any such offer or agreement as if the authority conferred by this resolution had not expired. 2024 Aon Proxy Statement 69
Other Information Equity Compensation Plan Information The following table summarizes the number of Class A Ordinary Shares that may be issued under our equity compensation plans as of December 31, 2023. | | | | | | | | | | | | | | | | | Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | | | 5,424,182 | (1)(2) | | | 299.17 | (3) | | | 6,787,487 | (4) | Equity compensation plans not approved by security holders(5) | | | 273,069 | | | | — | (6) | | | — | (7) | | | | | | | | | | | | | | Total | | | 5,697,251 | | | | 299.17 | | | | 6,787,487 | | | | | | | | | | | | | | |
(1) | This amount includes the following: |
| – | 2,665,329 shares that may be issued in connection with share awards under the Shareholder-Approved Plan; |
| – | 543,995 shares that may be issued in connection with outstanding options under the Shareholder-Approved Plan. |
| – | 8,351 shares that may be used in connection with share awards under the 2001 Aon Stock Incentive Plan; |
| – | 13,966 shares that may be issued in connection with deferred share awards under the 2001 Aon Stock Incentive Plan; |
| – | 81,973 shares that may be issued in connection with the US employee share purchase plan; |
| – | 132,586 shares that may be issued in connection with the UK ShareSave share plan; |
| – | 23,073 shares that may be issued to satisfy obligations under the Aon Deferred Compensation Plan in connection with the 2001 Aon Stock Incentive Plan; and |
| – | 1,954,909 shares that may be issued in connection with the settlement of PSUs under the Shareholder-Approved Plan. For awards where the performance period has been completed, the actual number of shares to be issued is shown. For awards tracking significantly below threshold, the threshold number of shares which may be issued is shown. For all other performance share awards, the maximum number of shares which may be issued is shown. |
(2) | On November 1, 2002, the Aon Deferred Compensation Plan was amended to discontinue the distribution of shares with respect to deferrals after November 1, 2002, from that plan. As of December 31, 2023, based on a share price of $291.02, the maximum number of shares that could be issued under the Aon Deferred Compensation Plan was 23,073. |
(3) | Indicates weighted average exercise price of 543,995 outstanding options under the Shareholder-Approved Plan. |
(4) | The total number of Class A Ordinary Shares authorized for issuance in connection with awards under the Shareholder-Approved Plan is 42,800,000. As of December 31, 2023, 4,587,147 shares remained available for future issuance under this plan. The amount shown in column (c) also includes 2,200,340 shares available for future issuance under the Aon plc Global Share Purchase Plan, including 81,973 shares subject to purchase as of December 31, 2023. Permissible awards under the Shareholder-Approved Plan include share options, share appreciation rights, restricted shares, restricted share units and other share-based awards, including awards where the vesting, granting or settlement of which is contingent upon the achievement of specified performance goals, called “performance awards.” |
(5) | Below are the material features of our equity compensation plans that have not been approved by shareholders: |
Aon Supplemental Savings Plan The Supplemental Savings Plan (SSP) was adopted by the board of directors of Aon Corporation in 1998. It is a nonqualified supplemental retirement plan that provides benefits to participants in the Aon Savings Plan whose employer matching contributions are limited because of IRS-imposed restrictions. The planoriginally allowed contributions to be credited to a Class A Ordinary Shares account. All amounts credited to a Class A Ordinary Shares accountwere then credited with dividends and other investment returns as under the Aon Savings Plan fund and are settled in Class A Ordinary Shares. Prior to April 1, 2017, before the beginning of each plan year, an election could be made by any participant to transfer some or all of a participant’s existing money market account under the SSP to Class A Ordinary Shares account. Beginning April 1, 2017, no new contributions are permitted to be invested in a Class A Ordinary Shares account and no amounts may be transferred out of such account to another investment option. 70 2024 Aon Proxy Statement
Under the SSP, eligible employees receive a supplemental allocation based on years of service (between 3 and 6 percent of eligible compensation) and are credited with an additional matching allocation they would have received under the Aon Savings Plan match provision had compensation up to $500,000 been considered. Participants must also contribute the limit prescribed by the IRS ($22,500 for 2023) and be active on the last day of the year to receive the allocation. As of December 31, 2023, the number of shares that could be issued under the plan was 189,735. Aon Supplemental Employee Stock Ownership Plan The Aon Supplemental Employee Stock Ownership Plan was a plan established in 1989 as a nonqualified supplemental retirement plan that provided benefits to participants in the Aon Employee Stock Ownership Plan whose employer contributions were limited because of IRS-imposed restrictions. As of 1998, no additional amounts have been credited to participant accounts. Account balances are maintained for participants, and credited with dividends, until distribution is required under the plan. Distributions are made solely in Class A Ordinary Shares. No specific authorization of Class A Ordinary Shares for the plan has been made. As of December 31, 2023, the number of shares that could be issued under the plan was 83,334. (6) | The weighted-average exercise price of such shares is uncertain and is not included in this column. |
(7) | None of these equity compensation plans contain a limit on the number of shares that may be issued under such plans; however, these plans are subject to the limitations set forth in the descriptions of these plans contained in Note 5 above. |
2024 Aon Proxy Statement 71
CEO Pay RatioEquity Compensation Plan Information
As required byThe following table summarizes the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information regarding the relationship between the annual total compensationnumber of our median employee and the annual total compensation of our Chief Executive Officer, Mr. Case. For 2021, our last completed fiscal year, the median annual total compensation of our employees (excluding Mr. Case) was $81,645, and the annual total compensation of Mr. Case was $19,893,638 (this amount is approximately $25,000 higher than the total compensation amount reflected in the Summary Compensation Table appearing of this proxy statement because it also includes the value of certain personal benefits and compensationClass A Ordinary Shares that may be issued under our non-discriminatory benefitequity compensation plans because we included these same types of benefits when calculating the median employee’s compensation). Based on this information and applicable SEC rules, our estimate of the ratio of Mr. Case’s annual total compensation to the median of the annual total compensation for all employees in 2021 was 244 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
To identify the median of the annual total compensation of all our employees, we first determined that our total global employee population (including full-time, part-time, and temporary employees) as of December 1, 2021 was 49,126. As permitted by SEC rules, which allow exclusion of a de minimis number of non-US employees in certain jurisdictions, we then excluded the following number of employees in the following jurisdictions, resulting in a total employee number (after applying the exclusions) of 48,497.31, 2023.
| | | | | | | | | | | | | | | | | Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | | | 5,424,182 | (1)(2) | | | 299.17 | (3) | | | 6,787,487 | (4) | Equity compensation plans not approved by security holders(5) | | | 273,069 | | | | — | (6) | | | — | (7) | | | | | | | | | | | | | | Total | | | 5,697,251 | | | | 299.17 | | | | 6,787,487 | | | | | | | | | | | | | | |
| | | | | | | Excluded Jurisdiction
| | Number of
Employees | | Angola
| (1) | | 23
| | Aruba
| | | 2
| | Barbados
| | | 11
| | Curaçao
| | | 10
| | Cyprus
| | | 4
| | Estonia
| | | 9
| | Fiji
| | | 35
| | Gibraltar
| | | 13
| | Iraq
| | | 2
| | Israel
| | | 108
| | Kazakhstan
| | | 18
| | Latvia
| | | 40
| | Malta
| | | 13
| | Mauritius
| | | 36
| | Morocco
| | | 50
| | Oman
| | | 36
| | Papua New Guinea
| | | 53
| | Qatar
| | | 20
| | Romania
| | | 58
| | Ukraine
| | | 51
| | Venezuela
| | | 37
| | | | TOTAL
| | | 629
| | Percentage of Total Population Excluded
| | | 1.28
| % This amount includes the following:
|
To identify
| – | 2,665,329 shares that may be issued in connection with share awards under the Shareholder-Approved Plan; |
| – | 543,995 shares that may be issued in connection with outstanding options under the Shareholder-Approved Plan. |
| – | 8,351 shares that may be used in connection with share awards under the 2001 Aon Stock Incentive Plan; |
| – | 13,966 shares that may be issued in connection with deferred share awards under the 2001 Aon Stock Incentive Plan; |
| – | 81,973 shares that may be issued in connection with the US employee share purchase plan; |
| – | 132,586 shares that may be issued in connection with the UK ShareSave share plan; |
| – | 23,073 shares that may be issued to satisfy obligations under the Aon Deferred Compensation Plan in connection with the 2001 Aon Stock Incentive Plan; and |
| – | 1,954,909 shares that may be issued in connection with the settlement of PSUs under the Shareholder-Approved Plan. For awards where the performance period has been completed, the actual number of shares to be issued is shown. For awards tracking significantly below threshold, the threshold number of shares which may be issued is shown. For all other performance share awards, the maximum number of shares which may be issued is shown. |
(2) | On November 1, 2002, the Aon Deferred Compensation Plan was amended to discontinue the distribution of shares with respect to deferrals after November 1, 2002, from that plan. As of December 31, 2023, based on a share price of $291.02, the maximum number of shares that could be issued under the Aon Deferred Compensation Plan was 23,073. |
(3) | Indicates weighted average exercise price of 543,995 outstanding options under the Shareholder-Approved Plan. |
(4) | The total number of Class A Ordinary Shares authorized for issuance in connection with awards under the Shareholder-Approved Plan is 42,800,000. As of December 31, 2023, 4,587,147 shares remained available for future issuance under this plan. The amount shown in column (c) also includes 2,200,340 shares available for future issuance under the Aon plc Global Share Purchase Plan, including 81,973 shares subject to purchase as of December 31, 2023. Permissible awards under the Shareholder-Approved Plan include share options, share appreciation rights, restricted shares, restricted share units and other share-based awards, including awards where the vesting, granting or settlement of which is contingent upon the achievement of specified performance goals, called “performance awards.” |
(5) | Below are the material features of our equity compensation plans that have not been approved by shareholders: |
Aon Supplemental Savings Plan The Supplemental Savings Plan (SSP) was adopted by the median employee from this population, we determinedboard of directors of Aon Corporation in 1998. It is a nonqualified supplemental retirement plan that our compensation measure for this purpose would include: (1)provides benefits to participants in the Aon Savings Plan whose employer matching contributions are limited because of IRS-imposed restrictions. The planoriginally allowed contributions to be credited to a Class A Ordinary Shares account. All amounts credited to a Class A Ordinary Shares accountwere then credited with dividends and other investment returns as under the Aon Savings Plan fund and are settled in Class A Ordinary Shares. Prior to April 1, 2017, before the beginning of each plan year, an estimateelection could be made by any participant to transfer some or all of base salary, determined usinga participant’s existing money market account under the employee’s rateSSP to Class A Ordinary Shares account. Beginning April 1, 2017, no new contributions are permitted to be invested in a Class A Ordinary Shares account and no amounts may be transferred out of pay and their work schedule (part-time or full-time), and (for permanent employees who worked part of the year) adjusted for annualization as permitted under SEC rules; and (2) actual performance-based incentives paid under our annual incentive plan during 2021. We chosesuch account to use base salary and annual incentives as our compensation measure because these two components represent the most consistently used elements of remuneration across our global workforce (unlike, for example, long-term incentive equity awards, which are only granted to roughly 10% of our employee population). Further, these two components are the most consistently recorded itemsanother investment option. 2022 Aon Proxy Statement 59
in our global compensation system. A small percentage of our global employee population is employed on a seasonal or temporary basis; due to difficulties in collecting consistent data regarding periods of actual employment, we estimated the base salary and annual incentive for this group to be zero.
After identifying our median employee by applying the above-described compensation measure consistently to all employees included in the calculation, we identified and calculated the elements of that employee’s total compensation for 2021 and included the value of any personal benefits and compensation under our non-discriminatory benefit plans, as provided in applicable SEC rules. For the median employee, a substantial percentage (approximately 24%) of the total compensation amount was provided in the form of Company contributions to retirement funds and the cost of health and welfare coverage, which are in addition to the cash component of compensation.
60 202270 2024 Aon Proxy Statement
ReportUnder the SSP, eligible employees receive a supplemental allocation based on years of service (between 3 and 6 percent of eligible compensation) and are credited with an additional matching allocation they would have received under the Aon Savings Plan match provision had compensation up to $500,000 been considered. Participants must also contribute the limit prescribed by the IRS ($22,500 for 2023) and be active on the last day of the Audit Committeeyear to receive the allocation. As of December 31, 2023, the number of shares that could be issued under the plan was 189,735.
Aon Supplemental Employee Stock Ownership Plan The Audit Committee oversees Aon’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the reporting process. Ernst & Young US, Aon’s independent registered public accounting firm for 2021, is responsible for expressing opinions on the conformity of Aon’s audited financial statements with generally accepted accounting principles and the effectiveness of Aon’s internal control over financial reporting. In this context, the Audit Committee reviewed and discussed with management and Ernst & Young US the audited financial statements for the year ended December 31, 2021,Aon Supplemental Employee Stock Ownership Plan was a plan established in 1989 as well as management’s assessment of the effectiveness of Aon’s internal control over financial reporting and Ernst & Young US’s evaluation of Aon’s internal control over financial reporting. The Audit Committee has discussed with Ernst & Young US the mattersa nonqualified supplemental retirement plan that are requiredprovided benefits to be discussed by Public Company Accounting Oversight Board and the SEC.
In addition, the Audit Committee has discussed with Ernst & Young US the independence of that firm from Aon and its management, and has received written disclosures and the letter from Ernst & Young US required by the Public Company Accounting Oversight Board regarding Ernst & Young US’s communication with the Audit Committee concerning independence. The Audit Committee has also considered whether Ernst & Young US’s provision of non-audit services to Aon is compatible with maintaining Ernst & Young US’s independence. The Audit Committee has concluded that Ernst & Young US is independent from Aon and its management.
Ernst & Young Ireland, Aon’s statutory auditor under Irish law for 2021, is responsible for expressing opinions on the conformity of Aon’s statutory audited financial statements under Irish law with the requirements of the Irish Companies Act. The Audit Committee has discussed with Ernst & Young Ireland the matters that are required to be discussed under the requirements of the Irish Companies Act. The Audit Committee has discussed with Ernst & Young Ireland the independence of that firm from Aon and its management and the Audit Committee has concluded that Ernst & Young Ireland is independent.
The Audit Committee discussed with Aon’s internal auditors, Ernst & Young US and Ernst & Young Ireland, the overall scope and plans for their audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of Aon’s internal controls, and the overall quality of Aon’s financial reporting.
In reliance on the reviews and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be includedparticipants in the Annual Report on Form 10-KAon Employee Stock Ownership Plan whose employer contributions were limited because of IRS-imposed restrictions. As of 1998, no additional amounts have been credited to participant accounts. Account balances are maintained for the year ended December 31, 2021 for filingparticipants, and credited with the SEC. The Audit Committee has approved, and the Board has requested that shareholders ratify, the selection of Ernst & Young US as Aon’s independent registered public accounting firm for the year ending December 31, 2022 and Ernst & Young Ireland as Aon’s statutory auditor under Irish law (asdividends, until distribution is required under the Irish Companies Act) untilplan. Distributions are made solely in Class A Ordinary Shares. No specific authorization of Class A Ordinary Shares for the conclusionplan has been made. As of December 31, 2023, the next annual general meetingnumber of shares that could be issued under the Company.plan was 83,334.
(6) | The weighted-average exercise price of such shares is uncertain and is not included in this column. |
(7) | | J. Michael Losh, Chair | | Gloria Santona | Jeffrey C. Campbell | | Byron O. Spruell | Fulvio Conti | | Carolyn Y. Woo | Richard B. Myers | | None of these equity compensation plans contain a limit on the number of shares that may be issued under such plans; however, these plans are subject to the limitations set forth in the descriptions of these plans contained in Note 5 above. |
20222024 Aon Proxy Statement 6171
Auditor Fees
| | | | | | | | | | | Type of Fees | | 2021 ($ in millions) | | 2020 ($ in millions) | Audit | | | | 15.9 | | | | | 17.4 | | Audit-Related | | | | 1.4 | | | | | 3.2 | | Tax | | | | .4 | | | | | .3 | | All Other Fees | | | | .5 | | | | | — | | Total Fees | | | | 18.2 | | | | | 20.9 | |
Audit Fees. Audit fees included services associated with the annual audit, including fees related to Section 404 of the Sarbanes Oxley Act of 2002, as amended, the reviews of Aon’s documents filed with the SEC and substantially all statutory audits required domestically and internationally.
Audit-Related Fees. Audit-related fees include services such as employee benefit plan audits, other attestation services, due diligence in connection with acquisitions and accounting consultations not included in audit fees.
Tax Fees. Tax fees consist of fees for tax services, including tax compliance, tax advice and tax planning.
All Other Fees. The fees in this category pertain to permissible services not related to financial reporting.
Audit Committee’s Pre-Approval Policies and Procedures
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Each pre-approval provides details regarding the particular service or category of service to be provided. The Audit Committee requires that the independent registered public accounting firm and management report on the actual fees charged by the independent registered public accounting firm for each category of service at Audit Committee meetings held during the year.
The Audit Committee may pre-approve engagements either on a case-by-case basis or on a category basis. The Audit Committee grants pre-approvals for certain categories of services at the start of each year which are applicable for the year. In considering these pre-approvals, the Audit Committee reviews a description of the scope of services falling within each category and approves budgetary limits for each category. The Audit Committee acknowledges that circumstances may arise throughout the year that require the engagement of the independent registered public accounting firm to provide additional services not contemplated in the Audit Committee’s initial pre-approval process. In those circumstances, the Audit Committee requires that specific pre-approval be obtained for any audit or permitted non-audit service that is not included in an approved category, or for which total fees are expected to exceed the relevant budgetary limits. The Audit Committee also requires specific pre-approval be obtained for any services in the other services category.
The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee for those instances when pre-approval is needed prior to a scheduled Audit Committee meeting. Such pre-approvals are reported to the Audit Committee at the next scheduled Audit Committee meeting.
62 2022 Aon Proxy Statement
Proposal 3–Resolution to Ratify the Appointment of Independent Registered Public Accounting Firm
The Board of Directors unanimously recommends that shareholders vote “FOR” the ratification of the appointment of Ernst & Young US as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
What am I voting on?
The Audit Committee has appointed Ernst & Young US as Aon’s independent registered public accounting firm for the year ending December 31, 2022, subject to ratification by our shareholders. Ernst & Young US was first retained as the independent registered public accounting firm of the predecessor entities to Aon in February 1986. Although the ratification of this appointment is not required to be submitted to a vote of the shareholders, the Board believes it appropriate as a matter of policy to request that the shareholders ratify the appointment of the independent registered public accounting firm for the year 2022. If this proposal does not receive an affirmative majority of the votes cast, in person or by proxy, by shareholders entitled to vote at the Annual Meeting, the Audit Committee will reconsider the appointment, but may decide to maintain its appointment of Ernst & Young US. Even if the appointment is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be appropriate.
The form of shareholder resolution for this proposal is below. In accordance with the requirements of Irish law, this resolution is being proposed as an ordinary resolution of the Company, requiring the affirmative vote of at least a majority of the votes cast, in person or by proxy, at the Annual Meeting.
RESOLVED THAT, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 be, and it hereby is, ratified and approved.
We anticipate that a representative of Ernst & Young US will be present at the Annual Meeting. The representative will be given the opportunity to make a statement if he or she desires to do so and be available to respond to appropriate questions from our shareholders.
2022 Aon Proxy Statement 63
Proposal 4 and 5
Proposals 4 and 5 are customary proposals required for public limited companies incorporated in Ireland to present to shareholders at each annual general meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions.
Proposal 4–Resolution to Re-appoint Ernst & Young Ireland as the Company’s Statutory Auditor Under Irish Law
The Board of Directors unanimously recommends that shareholders vote “FOR” the reappointment of Ernst & Young Ireland as the Company’s statutory auditor under Irish law, to hold office from the conclusion of the Annual Meeting until the conclusion of the next annual general meeting.
What am I voting on?
Under the Irish Companies Act, our statutory auditor under Irish law must be appointed at each annual general meeting of the Company to hold office from the conclusion of that meeting until the conclusion of the next annual general meeting. Ernst & Young Ireland has served as our statutory auditor since our re-registration as a public limited company on March 18, 2020. If this proposal does not receive an affirmative majority of the votes cast, in person or by proxy, by shareholders entitled to vote at the Annual Meeting, the Board may appoint a statutory auditor to fill the vacancy.
The form of shareholder resolution for this proposal is below. In accordance with the requirements of Irish law, this resolution is being proposed as an ordinary resolution of the Company, requiring the affirmative vote of at least a majority of the votes cast, in person or by proxy, at the Annual Meeting.
RESOLVED THAT, the re-appointment of Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law, to hold office from the conclusion of the 2022 Annual General Meeting of the Company until the conclusion of the next annual general meeting of the Company be, and it hereby is, approved.
Proposal 5–Resolution to Authorize the Board or the Audit Committee of the Board to Determine the Remuneration of the Company’s Statutory Auditor Under Irish Law
The Board of Directors unanimously recommends that shareholders vote “FOR” the authorization of the Board or the Audit Committee of the Board to determine the remuneration of the Company’s statutory auditor under Irish law.
What am I voting on?
Under the Irish Companies Act, the remuneration of our statutory auditor under Irish law must be fixed in a general meeting of the Company or in such manner as may be determined in a general meeting. We are asking our shareholders to authorize our Board or the Audit Committee of the Board to determine Ernst & Young Ireland’s remuneration as our statutory auditor under Irish law for the duration of Ernst & Young Ireland’s term of office.
The form of shareholder resolution for this proposal is below. In accordance with the requirements of Irish law, this resolution is being proposed as an ordinary resolution of the Company, requiring the affirmative vote of at least a majority of the votes cast, in person or by proxy, at the Annual Meeting.
RESOLVED THAT, the Board or the Audit Committee of the Board be, and they hereby are, authorized to determine Ernst & Young Chartered Accountant’s remuneration as statutory auditor under Irish law for the duration of Ernst & Young Chartered Accountants’ term of office.
64 2022 Aon Proxy Statement
Other Information
Equity Compensation Plan Information The following table summarizes the number of Class A Ordinary Shares that may be issued under our equity compensation plans as of December 31, 2021.2023. | | Plan Category | | Plan Category | | Plan Category | | Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted average exercise price of outstanding options, warrants and rights (b) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | | | 6,865,836 | (1)(2) | | 299.17 | (3) | | 6,389,171 | (4) | | | 5,424,182 | (1)(2) | | 299.17 | (3) | | 6,787,487 | (4) | Equity compensation plans not approved by security holders(5) | | | 346,435 | | | — | (6) | | — | (7) | | | 273,069 | | | — | (6) | | — | (7) | | | | | | | | | | | | | | | | | | | | Total | | | 7,212,271 | | | 299.17 | | | 6,389,171 | | | | 5,697,251 | | | 299.17 | | | 6,787,487 | | | | | | | | | | | | | | | | | | | | |
(1) | This amount includes the following: |
| – | 3,065,4662,665,329 shares that may be issued in connection with share awards under the Shareholder-Approved Plan;
|
| – | 871,125543,995 shares that may be issued in connection with outstanding options under the Shareholder-Approved Plan.
|
| – | 9,9928,351 shares that may be used in connection with share awards under the 2001 Aon Stock Incentive Plan;
|
| – | 55,46913,966 shares that may be issued in connection with deferred share awards under the 2001 Aon Stock Incentive Plan;
|
| – | 93,02681,973 shares that may be issued in connection with the US employee share purchase plan;
|
| – | 184,102132,586 shares that may be issued in connection with the UK ShareSave share plan;
|
| – | 31,70723,073 shares that may be issued to satisfy obligations under the Aon Deferred Compensation Plan in connection with the 2001 Aon Stock Incentive Plan; and
|
| – | 2,554,9491,954,909 shares that may be issued in connection with the settlement of performance share unitsPSUs under the Shareholder-Approved Plan. For awards where the performance period has been completed, the actual number of shares to be issued is shown. For awards tracking significantly below threshold, the threshold number of shares which may be issued is shown. For all other performance share awards, the maximum number of shares which may be issued is shown.
|
(2) | On November 1, 2002, the Aon Deferred Compensation Plan was amended to discontinue the distribution of shares with respect to deferrals after November 1, 2002, from that plan. As of December 31, 2021,2023, based on a share price of $300.56,$291.02, the maximum number of shares that could be issued under the Aon Deferred Compensation Plan was 31,707.23,073. |
(3) | Indicates weighted average exercise price of 871,125543,995 outstanding options under the Shareholder-Approved Plan. |
(4) | The total number of Class A Ordinary Shares authorized for issuance in connection with awards under the Shareholder-Approved Plan is 39,000,000.42,800,000. As of December 31, 2021, 3,777,0522023, 4,587,147 shares remained available for future issuance under this plan. The amount shown in column (c) also includes 2,612,1192,200,340 shares available for future issuance under the Aon plc Global Share Purchase Plan, including 93,02681,973 shares subject to purchase as of December 31, 2021.2023. Permissible awards under the Shareholder-Approved Plan include share options, share appreciation rights, restricted shares, restricted share units and other share-based awards, including awards where the vesting, granting or settlement of which is contingent upon the achievement of specified performance goals, called “performance awards.” |
(5) | Below are the material features of our equity compensation plans that have not been approved by shareholders: |
Aon Supplemental Savings Plan The Supplemental Savings Plan (SSP) was adopted by the Boardboard of Directorsdirectors of Aon Corporation in 1998. It is a nonqualified supplemental retirement plan that provides benefits to participants in the Aon Savings Plan whose employer matching contributions are limited because of IRS-imposed restrictions. The planoriginally allowed contributions to be credited to a Class A Ordinary Shares account. All amounts credited to a Class A Ordinary Shares accountwere then credited with dividends and other investment returns as under the Aon Savings Plan fund and are settled in Class A Ordinary Shares. Prior to April 1, 2017, before the beginning of each plan year, an election could be made by any participant to transfer some or all of a participant’s existing money market account under the SSP to Class A Ordinary Shares account. Beginning April 1, 2017, no new contributions are permitted to be invested in a Class A Ordinary Shares account and no amounts may be transferred out of such account to another investment option. 202270 2024 Aon Proxy Statement 65
Under the SSP, eligible employees receive a supplemental allocation based on years of service (between 3 and 6 percent of eligible compensation) and are credited with an additional matching allocation they would have received under the Aon Savings Plan match provision had compensation up to $500,000 been considered. Participants must also contribute the limit prescribed by the IRS ($19,50022,500 for 2021)2023) and be active on the last day of the year to receive the allocation. As of December 31, 2021,2023, the number of shares that could be issued under the plan was 235,433.189,735. Aon Supplemental Employee Stock Ownership Plan The Aon Supplemental Employee Stock Ownership Plan was a plan established in 1989 as a nonqualified supplemental retirement plan that provided benefits to participants in the Aon Employee Stock Ownership Plan whose employer contributions were limited because of IRS-imposed restrictions. As of 1998, no additional amounts have been credited to participant accounts. Account balances are maintained for participants, and credited with dividends, until distribution is required under the plan. Distributions are made solely in Class A Ordinary Shares. No specific authorization of Class A Ordinary Shares for the plan has been made. As of December 31, 2021,2023, the number of shares that could be issued under the plan was 111,002.83,334. (6) | The weighted-average exercise price of such shares is uncertain and is not included in this column. |
(7) | None of these equity compensation plans contain a limit on the number of shares that may be issued under such plans; however, these plans are subject to the limitations set forth in the descriptions of these plans contained in Note 5 above. |
2024 Aon Proxy Statement 71
CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information regarding the relationship between the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer, Mr. Case. For 2023, our last completed fiscal year, the median annual total compensation of our employees (excluding Mr. Case) was $88,009, and the annual total compensation of Mr. Case was $23,689,198 (this amount is approximately $27,000 higher than the total compensation amount reflected in the Summary Compensation Table appearing in this proxy statement because it also includes the value of certain personal benefits and compensation under our non-discriminatory benefit plans, because we included these same types of benefits when calculating the median employee’s compensation). Based on this information and applicable SEC rules, our estimate of the ratio of Mr. Case’s annual total compensation to the median of the annual total compensation for all employees in 2023 was 269 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies. To identify the median of the annual total compensation of all our employees, we first determined that our total global employee population (including full-time, part-time, and temporary employees) as of December 1, 2023, was 52,582. As permitted by SEC rules, which allow exclusion of a de minimis number of non-US employees in certain jurisdictions, we then excluded the following number of employees in the following jurisdictions, resulting in a total employee number (after applying the exclusions) of 52,271. | | | | | | | Excluded Jurisdiction | | Number of Employees | | Barbados | | | 9 | | Estonia | | | 9 | | Greece | | | 85 | | Kazakhstan | | | 17 | | Malta | | | 32 | | Oman | | | 39 | | Papua New Guinea | | | 49 | | Puerto Rico | | | 71 | | TOTAL | | | 311 | | Percentage of Total Population Excluded | | | 0.59 | % |
To identify the median employee from this population, we determined that our compensation measure for this purpose would include: (1) an estimate of base salary, determined using the employee’s rate of pay and their work schedule (part-time or full-time), and (for permanent employees who worked part of the year) adjusted for annualization as permitted under SEC rules; and (2) actual performance-based incentives paid under our annual incentive plan during 2023. We chose to use base salary and annual incentives as our compensation measure because these two components represent the most consistently used elements of remuneration across our global workforce (unlike, for example, long-term incentive equity awards, which are only granted to roughly 10% of our employee population). Further, these two components are the most consistently recorded items in our global compensation system. A small percentage of our global employee population is employed on a seasonal or temporary basis; due to difficulties in collecting consistent data regarding periods of actual employment, we estimated the base salary and annual incentive for this group to be zero. After identifying our median employee by applying the above-described compensation measure consistently to all employees included in the calculation, we identified and calculated the elements of that employee’s total compensation for 2023 and included the value of any personal benefits and compensation under our non-discriminatory benefit plans, as provided in applicable SEC rules. For the median employee, a substantial percentage (approximately 24%) of the total compensation amount was provided in the form of Company contributions to retirement funds and the cost of health and welfare coverage, which are in addition to the cash component of compensation. 72 2024 Aon Proxy Statement
Pay vs. Performance As described in the CD&A, Aon has a strong pay for performance philosophy that shapes how we deliver compensation to all colleagues, including thesenior executives of the firm. This is evidenced by (1) the weighting of fixed vs. variable compensation awarded annually, (2) the proportion of variable compensation delivered in the form of company equity instruments, and (3) the proportion of equity awards that are leveraged on performance conditions above and beyond share price. 2023 Compensation Details Variable compensation awarded to the Chief Executive Officer (“CEO”) and other NEOs (on average) represented 93% of the total compensation awarded for 2023. To maximize shareholder alignment, over 99% of their variable compensation was delivered in the form of equity, including the annual incentive for the year. Finally, 84% and 81%, respectively, of the equity compensation for the CEO and other NEOs (on average) is comprised of PSUs under our LPP and the July 2023 PSUs that can result in a 0x – 2x payout based on performance against Adjusted EPS goals, and share price performance, respectively, which we believe closely aligns with shareholder value creation. In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the followingdisclosure regarding executive compensation covering calculations and narrative of Compensation Actually Paid (“CAP”) under new SEC Pay Versus Performance (“PVP”) disclosure requirements for our principal executive officer (“PEO”) andNon-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table Total for | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs 1 ($) | | | Average CAP Paid to Non-PEO NEOs 1,2 ($) | | | Value of Initial Fixed $100 Investment based on: 3 | | | | | | Adjusted Earnings per Share Growth 4 | | | | | | | | | | | 23,661,834 | | | | 26,595,162 | | | | 16,616,433 | | | | 14,770,260 | | | | 144 | | | | 133 | | | | 2,564 | | | | 6 | % | | | | 19,668,985 | | | | 18,544,322 | | | | 6,643,617 | | | | 6,472,711 | | | | 148 | | | | 119 | | | | 2,589 | | | | 12 | % | | | | 19,868,384 | | | | 101,103,407 | | | | 7,644,425 | | | | 25,641,567 | | | | 147 | | | | 133 | | | | 1,308 | | | | 22 | % | | | | 20,294,496 | | | | 39,560,227 | | | | 6,898,103 | | | | 11,455,444 | | | | 102 | | | | 98 | | | | 2,018 | | | | 7 | % |
1. | The PEO for each year reflected in the table is Gregory C. Case, the Company’s CEO. Thenon-PEO NEOs are Christa Davies, Eric Andersen (for years 2020, 2021, 2022 and 2023 only), Lisa Stevens, Darren Zeidel (for years 2021, 2022 and 2023 only), John Bruno (for 2020 only) and Anthony Goland (for 2020 only). |
2. | The amounts shown for CAP have been calculated in accordance with Item 402(v) of RegulationS-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. CAP amounts reflect the Summary Compensation Table Total with exclusions and inclusions of certain amounts for the PEO and theNon-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. CAP values for 2020, 2021 and 2022 have been updated from last year’s disclosure to reflect revised guidance from the SEC related to treatment of equity upon retirement eligibility. |
2024 Aon Proxy Statement 73
| | | | | | | | | | | | | | | | | | | | | | | | Summary Compensation Table Total for PEO | | | Exclusion of Stock Awards for PEO | | | | | | | | 2023 | | $ | 23,661,834 | | | ($ | 21,487,348 | ) | | $ | 24,420,677 | | | $ | 26,595,162 | | 2022 | | $ | 19,668,985 | | | ($ | 17,497,455 | ) | | $ | 16,372,792 | | | $ | 18,544,322 | | 2021 | | $ | 19,868,384 | | | ($ | 15,262,436 | ) | | $ | 96,497,459 | | | $ | 101,103,407 | | 2020 | | $ | 20,294,496 | | | ($ | 15,880,566 | ) | | $ | 35,146,297 | | | $ | 39,560,227 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average Exclusion of Change in Pension Value for Non-PEO NEOs | | | Average Exclusion of Stock Awards for Non-PEO NEOs | | | Average Inclusion of Equity Values for Non-PEO NEOs | | | Average CAP for Non-PEO NEOs | | 2023 | | $ | 16,616,433 | | | ($ | 27,203 | ) | | ($ | 14,060,598 | ) | | $ | 12,241,628 | | | $ | 14,770,260 | | 2022 | | $ | 6,643,617 | | | $ | 0 | | | ($ | 4,729,173 | ) | | $ | 4,558,267 | | | $ | 6,472,711 | | 2021 | | $ | 7,644,425 | | | $ | 0 | | | ($ | 4,583,837 | ) | | $ | 22,580,979 | | | $ | 25,641,567 | | 2020 | | $ | 6,898,103 | | | ($ | 76,821 | ) | | ($ | 4,387,596 | ) | | $ | 9,021,758 | | | $ | 11,455,444 | |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO | | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested for PEO | | | During Year for PEO Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO | | | Total - Inclusion of Equity Values for | | 2023 | | $ | 20,584,136 | | | $ | 4,938,480 | | | ($ | 1,119,228 | ) | | $ | 17,289 | | | $ | 24,420,677 | | 2022 | | $ | 16,554,822 | | | ($ | 54,463 | ) | | ($ | 135,298 | ) | | $ | 7,731 | | | $ | 16,372,792 | | 2021 | | $ | 39,505,306 | | | $ | 38,771,675 | | | $ | 18,213,691 | | | $ | 6,787 | | | $ | 96,497,459 | | 2020 | | $ | 20,945,730 | | | $ | 12,685,477 | | | $ | 1,504,280 | | | $ | 10,809 | | | $ | 35,146,297 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | | | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | | | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested for Non-PEO NEOs | | | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs | | | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | 2023 | | $ | 11,342,481 | | | $ | 1,190,742 | | | ($ | 306,856 | ) | | $ | 15,261 | | | $ | 12,241,628 | | 2022 | | $ | 4,610,526 | | | ($ | 15,910 | ) | | ($ | 44,340 | ) | | $ | 7,991 | | | $ | 4,558,267 | | 2021 | | $ | 11,452,689 | | | $ | 8,260,538 | | | $ | 2,864,745 | | | $ | 3,007 | | | $ | 22,580,979 | | 2020 | | $ | 5,769,308 | | | $ | 2,893,500 | | | $ | 353,392 | | | $ | 5,558 | | | $ | 9,021,758 | |
3. | The Peer Group Total Shareholder Return (“TSR”) set forth in this table utilizes the S&P 500 Financials Index, which we also utilize in the stock performance graph required by Item 201(e) of RegulationS-K included in the Company’s Form10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Financials Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. |
4. | We determined Adjusted EPS to be the most important financial performance measure used to link Company performance to CAP to our PEO andNon-PEO NEOs in 2022 and 2023. This performance measure may not have been the most important financial performance measure for years 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. |
Description of Relationship Between PEO andNon-PEO NEO CAP and Company Performance The following describes the relationship between CAP to our PEO, the average of CAP to ourNon-PEO NEOs, and the Company’s Adjusted EPS Growth, Net Income and TSR performance over the three most recently completed fiscal years, in accordance with the SEC rules. However, we note that this description is not an explanation of the relationship between Company performance and our executive compensation decisions and pay outcomes, which are described in our CD&A. Given the structure of the compensation described in our CD&A, CAP to the PEO andNon-PEO NEOs is primarily a function of the combined effects of: Achievement of our Adjusted EPS goals over overlapping three-year performance cycles, which is reasonably represented by the growth in Adjusted EPS; and Share price appreciation, which is reasonably represented in TSR performance 74 2024 Aon Proxy Statement
The charts below demonstrate the relationship between CAP and these performance measures. Of note during the period covered by this disclosure is the exceptional TSR performance and growth in our share price during 2021 coincident with very strong growth in Adjusted EPS. This resulted in attainment of the maximum performance levels and corresponding earning of 200% of the target number of shares under the LPP PSUs for more than one performance cycle, which is the primary source of equity compensation provided to our PEO andnon-PEO NEOs, as described in our CD&A. Our net income grew 27% over the 2019-2023 period reflective of strong growth and performance on our key financial metrics, including a decline of 1% for 2023. In 2023, we had adjusted operating income growth of 10%, driven by strong revenue growth, offset by expenses that were not representative of normal business operations and othernon-operating expenses which resulted in a net income decline of 1% year over year. Net income performance does not have a strong relationship with the reported CAP to our PEO andNon-PEO NEOs given the lower relative weighting of this measurement of performance as compared to the others previously discussed. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking CAP to our PEO andNon-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked. | | Adjusted Earnings Per Share Growth | Adjusted Operating Income Growth |
2024 Aon Proxy Statement 75
Shareholder Proposals for 20232025 Annual General Meeting Shareholders who, in accordance with the SEC’s Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed by us in connection with our 20232025 annual general meeting must submit their proposals to the Company Secretary at the Company’s registered office at Aon Metropolitan Building, James Joyce Street, Dublin 1, Ireland, or via electronic mail to the following address: corporate.governance@aon.com, on or before December 30, 2022.2024. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion in our proxy statement. In accordance with our Articles, and without prejudice to the rights of a shareholder of record under applicable law, in order to nominate a candidate for election as a director or properly bring other business before the 20232025 annual general meeting, a shareholder’s notice of the matter the shareholder wishes to present must be delivered to the Company Secretary at the Company’s registered office at Metropolitan Building, James Joyce Street, Dublin 1, Ireland, not less than 90 nor more than 120 days prior to the first anniversary of the date of the Annual Meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these provisions of our Articles (and not pursuant to the SEC’s Rule 14a-8) must be received no earlier than February 17, 202321, 2025 and no later than March 19, 2023.23, 2025. Notice of director nominations must set forth the information called for in, and otherwise comply with, our Articles and comply with the additional requirements set forth in SEC Rule 14a-19(b), including by giving timely notice that complies with such requirements and which must be received no later than April 22, 2025. Other Matters The Board is not aware of any business to be acted upon at the Annual Meeting other than that described in this proxy statement. If any other business comes before the Annual Meeting, the proxy holders (as indicated on the accompanying proxy card or cards) will vote the proxies according to their best judgment with respect to such matters. Incorporation by Reference To the extent that this proxy statement is incorporated by reference into any other filing by Aon with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, the information contained in the section of this proxy statement titled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC) will not be deemed incorporated, unless specifically provided otherwise in such filing. The information contained in the Compensation Committee Report will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, other than Aon’s Annual Report on Form 10-K, except to the extent specifically provided otherwise in such filing.filings. In addition, the reports mentioned herein, and any other information from our website, are not part of, or incorporated by reference into this proxy statement. Some of the statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time and we do not undertake a duty to update them, which speak only as of the date on which they are made, except as required by law. Cautionary Note Regarding Forward-Looking Statements This proxy statement and any documents incorporated by reference into this proxy statement contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include, among others, statements of expectations, beliefs, future plans and strategies, anticipated results from operations and developments and other matters that are not historical facts. The forward-looking statements are based on management’s beliefs as well as on a number of assumptions concerning future events. Readers should not put undue reliance on these forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by 66 2022 Aon Proxy Statement
the forward-looking statements. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “project,” “intend,” “plan,” “probably,” “potential,” “looking forward,” “continue,” and other similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” and “would” are used to identify these forward-looking statements. You can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. We do not undertake a duty to update these forward-looking statements, which speak only as of the date on which they are made. Certain factors that could prevent us from achieving its stated goals include the risk factors listed in our Form 10-K for our fiscal year ended December 31, 20212023 and our other reports filed with the SEC, to which shareholders and other interested parties are directed and referred. 202276 2024 Aon Proxy Statement 67
Questions and Answers About the Meeting and Voting Why did I receive these proxy materials? Your vote is being solicited by the Board of Directors of the Company. We have made these proxy materials available to you on the Internet or have delivered printed versions of these materials to you by mail to comply with our obligations under the Irish Companies Act in connection with the solicitation of proxies for use at the Annual Meeting, and at any adjournment or postponement thereof. The Notice of Internet Availability and proxy materials were first mailed on or about April 29, 20222024 to shareholders who held shares as of April 14, 2022, which we refer to as the “record date.”12, 2024, (the Record Date). Will any other matters be decided at the Annual Meeting? At the date of this proxy statement, we do not know of any other matters to be raised at the Annual Meeting other than those described in this proxy statement. If any other matters are, in accordance with applicable law and the Company’s Articles, properly presented for consideration at the Annual Meeting, such matters will, subject to the Articles and applicable law, be considered at the Annual Meeting and the individuals named in the proxy card will vote on such matters in their discretion. Who is entitled to vote at the Annual Meeting? Holders of our Class A Ordinary Shares, nominal value $0.01 per share as of the April 14, 2022 record dateRecord Date are entitled to vote at the Annual Meeting. As of that date, being the last practicable date prior to the publication of this proxy statement, there were 212,673,907198,506,718 Class A Ordinary Shares outstanding and entitled to vote. Unless disenfranchised under applicable law and/or the Articles, each Class A Ordinary Share is entitled to one vote on each matter properly brought before the Annual Meeting. Therefore, the total voting rights in the Company as atof April 14, 202212, 2024 are 212,673,907198,506,718 Class A Ordinary Shares. What is the difference between holding Class A Ordinary Shares as a shareholder of record and as a beneficial owner? If you are registered on the register of members of the Company in respect of Class A Ordinary Shares, you are considered, with respect to those Class A Ordinary Shares, the shareholder of record, and these proxy materials are being sent directly to you by the Company. If your Class A Ordinary Shares are held in a stock brokerage account or by a broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name”, and these proxy materials or the Notice of Internet Availability are being made available or forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your Class A Ordinary Shares by following the instructions on the voting instruction form. How do I vote? If you are a shareholder of record, you may appoint a proxy to vote on your behalf using any of the following methods: by telephone at 1-800-652-VOTE (8683) within the U.S., US territories and Canada;
• | | by telephone at 1-800-652-VOTE (8683) within the U.S., US territories and Canada; |
• | | online by visiting www.envisionreports.com/AON or scanning the QR code and following the instructions on your proxy card or the Notice of Internet Availability; |
if you received proxy materials by mail or if you request a paper proxy card by telephone or through the Internet, you may elect to vote by mail by completing and signing the proxy card and returning in the envelope provided to Proxy Services c/o Computershare Investor Services, PO Box 505005, Louisville, KY 40233-5005 inside and outside of the United States (which will be forwarded to the Company’s registered office in Ireland electronically) or otherwise depositing it at the Company’s registered office in Ireland.
• | | if you received proxy materials by mail or if you request a paper proxy card by telephone or through the Internet, you may elect to vote by mail by completing and signing the proxy card and returning in the envelope provided to Proxy Services c/o Computershare Investor Services, PO Box 43078, Providence, RI 02940-3078 inside and outside of the United States (which will be forwarded to the Company’s registered office in Ireland electronically) or otherwise depositing it at the Company’s registered office in Ireland. |
To be valid, a proxy must be received by no later than 5:00 PM (Irish Standard Time) on June 16, 202220, 2024 (or in the case of an adjournment or postponement thereof, such later time as may be announced by the Company not being greater than 48 hours before the adjourned or postponed meeting (the “proxy deadline”)). You may also vote in person at the Annual Meeting if you attend in person. We intend to hold the Annual Meeting in person. Shareholders who wish to attend the Annual Meeting virtually may do so via webcast at www.meetnow.global/MCW6V7D,meetnow.global/MLDMKCM, as further described on pages 70-71page 79 of thethis proxy statement. Note that attending the Annual Meeting virtually will not allow you to vote at the Annual Meeting. However, we continue to monitor the COVID-19 pandemic; we are sensitive to the public health and travel concerns our shareholders may have and the protocols that various jurisdictions may impose. In the event we determine it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting by means of remote communication. We would publicly announce any such changes and how to participate in the meeting by press release and a filing with the SEC as soon as practicable prior to the meeting. Any such determinations and changes 68 2022 Aon Proxy Statement
will be made and communicated in accordance with SEC rules and requirements. Please monitor our annual meeting website at www.envisionreports.com/AON for updated information. If you are planning to attend our Annual Meeting, please check the website one week prior to the meeting date.
Telephone and Internet proxy appointment facilities for shareholders of record will be available 24 hours a day. If you properly give instructions as to your proxy appointment by telephone, through the Internet or by executing and returning a paper proxy card, and your proxy appointment is not subsequently revoked, your Class A Ordinary Shares will be voted in accordance with your instructions. If you are a shareholder of record and you execute and return a proxy card but do not give instructions, your proxy will be voted in accordance with the recommendations of the Board. 2024 Aon Proxy Statement 77
Any corporate or institutional shareholder of record may, by resolution of its articles or other governing body, authorize another person to act as its representative at the Annual Meeting, and such authorized person will (on production of a certified copy of such resolution at the Annual Meeting) be entitled to exercise the same powers on behalf of such shareholder as such shareholder could exercise if it was an individual shareholder of the Company. If you are a beneficial owner, you should follow the directions provided by your broker, bank or other nominee. You may submit instructions by telephone or through the Internet to your broker, bank, or other nominee, or request and return a paper proxy card to your broker, bank, or other nominee. In the case of joint holders, the vote of the senior holder who submits a vote will be accepted to the exclusion of the vote of the other joint holders, with seniority determined by the order in which the names of the holders appear in the register of members. We will distribute written ballots to anyone who wants to vote in person at the Annual Meeting. If you are a beneficial owner, you should obtain a legal proxy from your broker, bank or other nominee and present it to the inspectors of election with your ballot to be able to vote at the Annual Meeting (see the section titled “Who can attend the Annual Meeting?” below). What should I do if I receive more than one Notice of Internet Availability of proxy materials or proxy card? If you own some Class A Ordinary Shares directly in your name as a registered holder and other Class A Ordinary Shares as a beneficial owner through a broker, bank or other nominee, or if you own Class A Ordinary Shares through more than one broker, bank or other nominee, you may receive multiple Notices of Internet Availability or voting instructions. It is necessary for you to fill in, sign and return all of the proxy cards included in the proxy materials that you receive or for you to follow the instructions for any alternative voting procedure on each of the Notices of Internet Availability that you receive in order to vote all of the shares you own. How is a quorum determined? The presence of the holders of shares in the Company who together represent at least the majority of the voting rights of all of the shareholders entitled to vote, in person or by proxy, at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker non-votes will be counted as present and entitled to vote for purposes of determining a quorum at the Annual Meeting. What is a broker non-vote? If you own your Class A Ordinary Shares through a broker, bank or other nominee and do not provide the organization that holds your Class A Ordinary Shares with specific voting instructions, pursuant to the rules of the NYSE, the bank, broker or other nominee is generally permitted to vote your Class A Ordinary Shares at its discretion on certain routine matters. With respect to certain non-routine matters, the broker, bank or other nominee is not permitted to vote your Class A Ordinary Shares for you. If the broker, bank or other nominee that holds your Class A Ordinary Shares does not receive voting instructions from you on how to vote your Class A Ordinary Shares on a non-routine matter, it will inform the inspector of election that it does not have the authority to vote on this matter with respect to your Class A Ordinary Shares. A broker non-vote occurs when a broker, bank or other nominee holding Class A Ordinary Shares on your behalf does not vote on a particular proposal because it has not received voting instructions from you and does not have discretionary voting power with respect to that proposal. What proposals are considered “routine” or “non-routine”? Proposals 3, 4, 5, 6 and 5 (the ratification of7 (to ratify the appointment of Ernst & Young US as Aon’s independent registered public accounting firm for 2022, appointment of2024, to appoint Ernst & Young Ireland as Aon’s statutory auditor under Irish law, and authorizingto authorize the Board to determine Ernst & Young Ireland’s remuneration)remuneration, to authorize the Board to issue Class A Ordinary Shares under Irish law, and to authorize the Board to opt-out of statutory pre-emption rights under Irish law) are each considered a routine matter under the rules of the NYSE. A broker, bank, or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to occur in connection with 2022 Aon Proxy Statement 69
Proposals 3, 4, 5, 6 and 5.7. Proposals 1 and 2 (the election of directors by way of separate ordinary resolutions and the advisory vote on executive compensation) are matters considered non-routine under the rules of the NYSE. A broker, bank, or other nominee may not vote on these non-routine matters without specific voting instructions from the beneficial owner. As a result, there may be broker non-votes with respect to Proposals 1 and 2. Can I change my vote and/or revoke my proxy? If you are a shareholder of record, you can revoke your proxy and change your vote by: • | | entering a later-dated proxy by telephone or through the Internet by the proxy deadline; |
• | | delivering a valid, later-dated proxy card by the proxy deadline; |
delivering a valid, later-dated proxy card by the proxy deadline;78 2024 Aon Proxy Statement
• | | sending written notice to the Company Secretary at the registered office by the proxy deadline; or |
sending written notice to the Company Secretary at the registered office by the proxy deadline; or
voting at the Annual Meeting if you attend in person.
• | | voting at the Annual Meeting if you attend in person. |
If you are a beneficial owner of Class A Ordinary Shares, you may submit new proxy appointment instructions by contacting your broker, bank or other nominee. You may also vote in person at the Annual Meeting if you obtain a legal proxy. All Class A Ordinary Shares that have been properly voted and not revoked will be counted in the votes held on the resolution proposed at the Annual Meeting. Attending the Annual Meeting without taking further action will not automatically revoke your prior telephone or Internet vote or your proxy. Who can attend the Annual Meeting? Shareholders as of the close of business in New York on April 14, 2022,12, 2024, which is the record date for voting, may attend the Annual Meeting in person or virtually. We intend to hold the Annual Meeting in person. Shareholders who wish to attend the Annual Meeting virtually may do so via webcast at www.meetnow.global/MCW6V7D,meetnow.global/MLDMKCM, as further described below. Note that attending the Annual Meeting virtually will not allow you to vote at the Annual Meeting. However, we continue to monitor the COVID-19 pandemic; we are sensitive to the public health and travel concerns our shareholders may have and the protocols that various jurisdictions may impose. In the event we determine it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting by means of remote communication. We would publicly announce any such changes and how to participate in the meeting by press release and a filing with the SEC as soon as practicable prior to the meeting. Any such determinations and changes will be made and communicated in accordance with SEC rules and requirements. Please monitor our annual meeting website at www.envisionreports.com/AON for updated information. If you are planning to attend our Annual Meeting, please check the website one week prior to the meeting date. If you are a shareholder of record and you would like to attend the Annual Meeting in person, you will need to present the proxy card that you received, together with a form of personal photo identification, in order to be admitted into the meeting. If you are the beneficial owner of shares held in “street name”, you will need to provide proof of ownership, such as a recent account statement or letter from your bank, broker, or other nominee as of the record date, along with a form of personal photo identification. Alternatively, you may contact the broker, bank or other nominee in whose name your Class A Ordinary Shares are registered and obtain a legal proxy to bring to the Annual Meeting in order to vote thereat.
How do I attend the Annual Meeting virtually via the Internet? You will be able to attend the Annual Meeting online to hear the proceedings and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MCW6V7Dmeetnow.global/MLDMKCM at the meeting date and time described herein and entering the 15-digit control number on the proxy card, email or notice of availability of proxy materials you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below. The meeting will begin promptly at 9:008:30 a.m. local Dublin time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined below. If you are attending the meeting as a “guest,” you will not be able to ask questions prior to and during the meeting. Note that attending the Annual Meeting virtually will not allow you to vote at the Annual Meeting. Accordingly, we strongly advise you to vote in advance by one of the methods described on pages 68-6977 and 78 of the Proxy Statement. The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the 70 2022 Aon Proxy Statement
meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416. How do I register to attend the Annual Meeting virtually via the Internet? If you are a registered shareholder, you do not need to register to attend the Annual Meeting virtually via the Internet. Please follow the instructions on the notice, email, or proxy card that you received. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually via the Internet. To register to attend the Annual Meeting online, you must submit proof of your proxy power (legal proxy) reflecting your Aon holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. EDT,Eastern Time, June 14, 2022.18, 2024. To request registration, please forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com. You will receive a confirmation of your registration by email from Computershare after your registration has been received. Registered holders who cannot locate their notice, email or proxy card and beneficial owners without a legal proxy can attend the meeting as a “guest” but will not be able to ask questions. Who will pay the costs of this proxy solicitation? We will pay the expenses of the preparation of proxy materials and the solicitation of proxies for the Annual Meeting. In addition to the solicitation of proxies by mail, solicitation may be made on our behalf by certain directors, officers, or employees of Aon and our subsidiaries 2024 Aon Proxy Statement 79
telephonically, electronically or by other means of communication. In addition, we have hired Georgeson LLC to assist in the solicitation and distribution of proxies for a fee (estimated at $25,000, plus expenses). Directors, officers and employees of Aon and our subsidiaries will receive no additional compensation for such solicitation. We will also reimburse banks, brokers and other nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners. I am a beneficial owner and share an address with another shareholder, and we received only one paper copy of the Proxy Statement. How can I obtain an additional copy of the Proxy Statement? We have adopted a procedure approved by the SEC called “householding” under which multiple beneficial shareholders who share the same address will receive only one copy of the Annual Report or Proxy Statement, as applicable, unless we receive contrary instructions from one or more of the shareholders. If you wish to opt out of householding and receive multiple copies of the proxy materials at the same address, you may do so by notifying us by telephone at (312) 381-1000, by email at investor.relations@aon.com, or by mail at Aon plc, Metropolitan Building, James Joyce Street, Dublin 1, Ireland, and we will promptly deliver the requested materials. You also may request additional copies of the proxy materials by notifying us by telephone or in writing at the same telephone number, email address or address. If you are currently receiving multiple copies of the proxy materials and wish to receive only one copy at the same address, then please notify us by telephone or in writing at the same telephone number, email address, or address. Shareholders with shares registered in the name of a brokerage firm or bank may contact their brokerage firm or bank to request information about householding. Who will count the vote? A representative of our transfer agent, Computershare Trust Company, N.A., will count the vote and serve as inspector of election. Where can I find the voting results of the Annual Meeting? The final voting results will be tallied by the inspector of election and disclosed in a Current Report on Form 8-K within four business days after the Annual Meeting. The results of the polls taken on the resolutions at the Annual Meeting and any other information required by the Irish Companies Act will be made available on the Company’s website (www.aon.com) as soon as reasonably practicable following the Annual Meeting and for a period of two years thereafter. 2022 Aon Proxy Statement 71
What is the Vote Required to Approve Each Proposal? | | | | | | | | | | | | | Proposal | | Vote Required for
Approval | | Broker
Discretionary
Voting
Allowed | | Effect of
Broker
Non-Votes | | Effect of
Abstentions | 1 Election of Directors | | Majority of votes cast | | No | | No effect | | No effect | 2 Advisory resolution to Approve Named Executive Officer Compensation | | Majority of votes cast | | No | | No effect | | No effect | 3 Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 20222024 | | Majority of votes cast | | Yes | | n/a | | No effect | 4 Re-Appoint Ernst & Young Chartered Accountants as the Company’s Statutory Auditor Under Irish Law | | Majority of votes cast | | Yes | | n/a | | No effect | 5 Authorize the Board of Directors or the Audit Committee to Determine the Remuneration of Ernst & Young Chartered Accountants as the Company’s Statutory Auditor under Irish Law | | Majority of votes cast | | Yes | | n/a | | No effect | 6 Authorize the Board to issue Class A Ordinary Shares under Irish Law | | Majority of votes cast | | Yes | | n/a
| | No effect | 7 Authorize the Board to opt-out of statutory pre-emption rights under Irish Law | | 75% of votes cast | | Yes | | n/a
| | No effect |
72 202280 2024 Aon Proxy Statement
Appendix A Reconciliation of Non-GAAP Measures Aon plc Reconciliation of Non-GAAP Measures—Organic Revenue Growth and Free Cash Flow (Unaudited) Organic Revenue Growth (Unaudited) | | | Twelve Months Ended December 31, | | | | | | | | | | | | Years Ended | | | | | | | | | | | | | (millions) | | 2021 | | 2020 | | % Change | | Less: Currency Impact (1) | | Less: Fiduciary Investment Income (2) | | Less: Acquisitions, Divestitures & Other | | Organic Revenue Growth (3) | | December 31, 2023 | | December 31, 2022 | | % Change | | Less: Currency Impact (1) | | Less: Fiduciary Investment Income (2) | | Less: Acquisitions, Divestitures & Other | | Organic Revenue Growth (3) | | Revenue | | Commercial Risk Solutions | | $ | 6,635 | | | $ | 5,861 | | | 13 | % | | 2 | % | | — | % | | — | % | | 11 | % | | $7,043 | | | $6,715 | | | 5 | % | | — | % | | 2 | % | | (2 | )% | | 5 | % | Reinsurance Solutions | | 1,997 | | | 1,814 | | | 10 | | | 2 | | | | — | | | | — | | | 8 | | | 2,481 | | | 2,190 | | | 13 | | | (1 | ) | | 4 | | | | — | | | 10 | | Health Solutions | | 2,154 | | | 2,067 | | | 4 | | | 2 | | | | — | | | (8 | ) | | 10 | | | 2,433 | | | 2,224 | | | 9 | | | | — | | | | — | | | (1 | ) | | 10 | | Wealth Solutions | | 1,426 | | | 1,341 | | | 6 | | | 3 | | | | — | | | 1 | | | 2 | | | 1,431 | | | 1,367 | | | 5 | | | | — | | | | — | | | 1 | | | 4 | | Elimination | | (19 | ) | | (17 | ) | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | (12 | ) | | (17 | ) | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | Total revenue | | $ | 12,193 | | | $ | 11,066 | | | 10 | % | | 2 | % | | — | % | | (1 | )% | | 9 | % | | $13,376 | | | $12,479 | | | 7 | % | | — | % | | 2 | % | | (2 | )% | | 7 | % |
| (1) | Currency impact is determined by translating last year’s revenuerepresents the effect on prior year period results if they were translated at this year’scurrent period foreign exchange rates. |
| (2) | Fiduciary investment income for the three monthsyears ended December 31, 2023, 2022, and 2021 and 2020 was $2$274 million, $76 million, and $4 million, respectively. Fiduciary investment income for the twelve months ended December 31, 2021 and 2020 was $8 million and $27 million, respectively. |
| (3) | Organic revenue growth includes the impact of certain intercompany activity and excludes the impact of changes in foreign exchange rates, fiduciary investment income, acquisitions, divestitures (including held for sale disposal groups, which had a 1% favorable impact on total organic revenue growth for the year-ended December 31, 2023), transfers between revenue lines, and gains andor losses on derivatives accounted for as hedges. |
Free Cash Flow (Unaudited) | | | | | | | | | | | | | | | | | | Twelve Months Ended December 31, | | | (millions) | | 2021 | | 2020 | | % Change | Cash Provided By Operating Activities | | | $ | 2,182 | | | | $ | 2,783 | | | | | (22 | )% | Capital Expenditures | | | | (137 | ) | | | | (141 | ) | | | | (3 | ) | Free Cash Flow (1) | | | $ | 2,045 | | | | $ | 2,642 | | | | | (23 | )% |
| | | | | | | | | | | | | | | Years Ended December 31 | | | | | (millions) | | 2023 | | | 2022 | | | % Change | | Cash provided by operating activities | | $ | 3,435 | | | $ | 3,219 | | | | 7 | % | Capital expenditures | | | (252 | ) | | | (196 | ) | | | 29 | % | Free cash flows(1) | | $ | 3,183 | | | $ | 3,023 | | | | 5 | % |
| (1) | Free cash flowflows is defined as cash flow fromprovided by operations lessminus capital expenditures.expenditures and as a non-GAAP measure of our core operating performance and cash generating capabilities of our business operations. This non-GAAP measure does not imply or represent a precise calculation of residual cash flow available for discretionary expenditures. |
2024 Aon Proxy Statement A-1
Aon plc Reconciliation of Non-GAAP Measures—Operating Income and Diluted Earnings Per Share (Unaudited)(1) | | | Twelve Months Ended December 31, | | | | Years Ended December 31 | | | | | (millions, except percentages) | | 2021 | | 2020 | | % Change | (millions except percentages) | | | 2023 | | | 2022 | | | % Change | | Revenue | | | $ | 12,193 | | | $ | 11,066 | | | 10 | % | | $ | 13,376 | | | $ | 12,479 | | | | 7 | % | | Operating income—as reported | | | $ | 2,090 | | | $ | 2,781 | | | (25 | )% | Operating income | | Operating income | | Operating income | | Operating income | | | $ | 3,785 | | | $ | 3,669 | | | | 3 | % | Amortization and impairment of intangible assets | | | 147 | | | 246 | | | (40 | )% | | | 89 | | | | 113 | | | | (21 | )% | Transaction costs and other charges related to the combination and resulting termination (2) | | | 1,436 | | | 123 | | | 1,067 | % | Accelerating Aon United Program expenses (2) | | | | 135 | | | | — | | | | 100 | % | Legal settlements (3) | | | | 197 | | | | 58 | | | | 240 | % | Transaction costs (4) | | | | 17 | | | | — | | | | 100 | % | Operating income—as adjusted | | | $ | 3,673 | | | $ | 3,150 | | | 17 | % | | $ | 4,223 | | | $ | 3,840 | | | | 10 | % | Operating margin—as reported | | | 17.1 | % | | 25.1 | % | | | | | 28.3 | % | | | 29.4 | % | | | Operating margin—as adjusted | | | 30.1 | % | | 28.5 | % | | | | | 31.6 | % | | | 30.8 | % | | |
2022 Aon Proxy Statement A-1
| | | Twelve Months Ended December 31, | | | | Years Ended December 31 | | | | | (millions, except per share data) | | 2021 | | 2020 | | % Change | (millions except percentages) | | | 2023 | | | 2022 | | | % Change | | Operating income—as adjusted | | | $ | 3,673 | | | $ | 3,150 | | | 17 | % | | $ | 4,223 | | | $ | 3,840 | | | | 10 | % | Interest income | | | 11 | | | 6 | | | 83 | % | | | 31 | | | | 18 | | | | 72 | % | Interest expense | | | (322 | ) | | (334 | ) | | (4 | )% | | | (484 | ) | | | (406 | ) | | | 19 | % | Other income (expense): | | | | | | | | Other income—pensions | | | 21 | | | 13 | | | 62 | % | Other income (expense)—other—as adjusted (3) | | | 7 | | | | — | | | — | % | Total Other income (expense)—as adjusted | | | 28 | | | 13 | | | 115 | % | Total Other income (expense)—as adjusted (5) | | | | (136 | ) | | | 45 | | | | (402 | )% | Income before income taxes—as adjusted | | | 3,390 | | | 2,835 | | | 20 | % | | | 3,634 | | | | 3,497 | | | | 4 | % | Income tax expense (4) | | | 623 | | | 499 | | | 25 | % | Income tax expense (6) | | | | 671 | | | | 585 | | | | 15 | % | Net income—as adjusted | | | 2,767 | | | 2,336 | | | 18 | % | | | 2,963 | | | | 2,912 | | | | 2 | % | Less: Net income attributable to noncontrolling interests | | | 53 | | | 49 | | | 8 | % | | | 64 | | | | 57 | | | | 12 | % | Net income attributable to Aon shareholders—as adjusted | | | 2,714 | | | 2,287 | | | 19 | % | | | 2,899 | | | | 2,855 | | | | 2 | % | Diluted net income (loss) per share attributable to Aon shareholders—as adjusted | | | $ | 12.00 | | | $ | 9.81 | | | 22 | % | Diluted net income per share attributable to Aon shareholders—as adjusted | | | $ | 14.14 | | | $ | 13.39 | | | | 6 | % | Net income attributable to Aon shareholders—as reported | | | $ | 1,255 | | | $ | 1,969 | | | (36 | )% | | $ | 2,564 | | | $ | 2,589 | | | | (1 | )% | Diluted net income (loss) per share attributable to Aon shareholders—as reported | | | $ | 5.55 | | | $ | 8.45 | | | (34 | )% | Basic net income per share attributable to Aon shareholders | | | $ | 12.60 | | | $ | 12.23 | | | | 3 | % | Diluted net income per share attributable to Aon shareholders—as reported | | | $ | 12.51 | | | $ | 12.14 | | | | 3 | % | Weighted average ordinary shares outstanding—basic | | | | 203.5 | | | | 211.7 | | | | (4 | )% | Weighted average ordinary shares outstanding—diluted | | | 226.1 | | | 233.1 | | | (3 | )% | | | 205.0 | | | | 213.2 | | | | (4 | )% | Effective Tax Rates (4) | | | | | | | | Effective tax rates (6) | | U.S. GAAP | | | 32.3 | % | | 18.2 | % | | | Non-GAAP | | | 18.4 | % | | 17.6 | % | | | | | 18.5 | % | | | 16.7 | % | | |
| (1) | Certain noteworthy items impacting operating income in 20212023 and 20202022 are described in this schedule. The items shown with the caption “as adjusted” are non-GAAP measures. |
| (2) | As part of the terminated combination with Willis Towers Watson, certain transaction costs were incurred by the Company in 2021. These costs may include advisory, legal, accounting, valuation, and other professional or consulting feesTotal charges related to the combination, including planned divestitures that have been terminated, as well as certain compensation expenses and expenses related to further steps on ourAccelerating Aon United operating model as a result of the termination. Additionally, this includes a $1 billion termination fee paid in connectionProgram are expected to include technology-related costs to facilitate streamlining and simplifying operations, headcount reduction costs, and costs associated with the termination of the combination.asset impairments, including real estate consolidation costs.
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| (3) | A gainIn the fourth quarter of $124 million was recorded for the year ended December 31, 2021 related to the disposal of the2023, Aon Retiree Health ExchangeTM business which was originally agreed uponrecognized actual and anticipated legal settlement expenses in connection with transactions for which capital was arranged by a third party, Vesttoo Ltd. primarily in the terminated combinationform of letters of credit from third party banks that are alleged to have been fraudulent. Certain actual or anticipated legal settlements expenses totaling $197 million have been recognized in the current period, where certain potentially meaningful amounts may be recoverable in future periods. Additionally, a $58 million charge was recognized in the second quarter of 2022 with Willis Towers Watson.certain other legal settlements reached in matters unrelated to Vesttoo.
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| (4) | In the fourth quarter of 2023, we entered into a definitive agreement to acquire NFP. As a resultpart of the termination of the combination, an amendeddefinitive agreement, was executedcertain transaction costs were incurred including advisory, legal, accounting, and other professional or consulting fees required to complete the transactionacquisition. |
A-2 2024 Aon Proxy Statement
| (5) | To further our pension de-risking strategy, we settled certain pension obligations in the Netherlands through the purchase of annuities, where certain pension assets were liquidated to purchase the annuities. A non-cash settlement charge totaling $27 million was recognized in the second quarter of 2023, which is excluded from the 2023 Total Other income (expense)—as adjusted. We also purchased an annuity for portions of our U.S. pension plans that will settle certain obligations. A non-cash settlement charge totaling $170 million was recognized in the fourth quarter of 2021.2022, which is excluded from the 2022 Total Other income (expense)—as adjusted. |
| (4)(6) | Adjusted items are generally taxed at the estimated annual effective tax rate, except for the applicable tax impact associated with accelerated tradename amortization, impairment charges,the anticipated sale of certain gains from dispositions,assets and liabilities classified as held for sale, certain pension and legal settlements, AAU Program expenses, and certain transaction costs and other charges related to the combination and resulting termination,definitive agreement to acquire NFP, which are adjusted at the related jurisdictional rate. In addition, income tax expense for the year ended December 30, 2021 excludes the impact of remeasuring the net deferred tax liabilities in the U.K. as a result of the corporate income tax rate increase enacted in the second quarter of 2021. |
A-2 20222024 Aon Proxy Statement A-3
About Aon Aon plc (NYSE: AON) exists to shape decisions for the better—to protect and enrich the lives of people around the world. Our colleagues provide our clients in over 120 countries and sovereignties with advice and solutions that give them the clarity and confidence to make better decisions to protect and grow their business. | | | 002CSNCB9A002CSNEAC4 | | |
| | | | | | | | | | | | | | | | | | | | | | Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. | | | | | | | | | Votes submitted electronically must be received by 5:00 P.M., Irish Standard Time on June 20, 2024. | | | | | | | | | Online Go to www.envisionreports.com/AON or scan the QR code – login details are located in the shaded bar below. | | | | | | | | | Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada | | | | | | | | | Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/AON | Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. | | | | |
| | | | | | | | | | | | | | Annual General Meeting Proxy Card | | | | | | | | | | | | | |
AON C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card.Votes submitted electronically must be received by 5:00 P.M., Irish Standard Time on June 16, 2022. Online Go to www.envisionreports.com/AON or scan the QR code – login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/AON Annual General Meeting Proxy Card 1234 5678 9012 345q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Management Proposals – The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 – 5. 1. Election of Directors: 01 - Lester B. Knight 04 - Jeffrey C. Campbell 07 - J. Michael Losh 10 - Byron O. Spruell For Against Abstain 02 - Gregory C. Case 05 - Fulvio Conti 08 - Richard C. Notebaert 11 - Carolyn Y. Woo For Against Abstain 03 - Jin-Yong Cai 06 - Cheryl A. Francis 09 - Gloria Santona For Against Abstain For Against Abstain 2. Advisory vote to approve the compensation of the Company’s named executive officers. 4. Re-appoint Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish law. Note: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. 3. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. 5. Authorize the Board or the Audit Committee of the Board to determine the remuneration of Ernst & Young Ireland, in its capacity as the Company’s statutory auditor under Irish law. For Against Abstain B Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. C 1234567890 1UPX 535783 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 03MPOD
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| | | | | | | | | | | | | | | A | | Management Proposals – The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2-7. | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | 1. Election of Directors: | | For | | Against | | Abstain | | | | For | | Against | | Abstain | | | | For | | Against | | Abstain | | | 01 - Lester B. Knight | | ☐ | | ☐ | | ☐ | | 02 - Gregory C. Case | | ☐ | | ☐ | | ☐ | | 03 - Jose Antonio Álvarez | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | 04 - Jin-Yong Cai | | ☐ | | ☐ | | ☐ | | 05 - Jeffrey C. Campbell | | ☐ | | ☐ | | ☐ | | 06 - Fulvio Conti | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | 07 - Cheryl A. Francis | | ☐ | | ☐ | | ☐ | | 08 - Adriana Karaboutis | | ☐ | | ☐ | | ☐ | | 09 - Richard C. Notebaert | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | 10 - Gloria Santona | | ☐ | | ☐ | | ☐ | | 11 - Sarah E. Smith | | ☐ | | ☐ | | ☐ | | 12 - Byron O. Spruell | | ☐ | | ☐ | | ☐ | | |
2022
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | For | | Against | | Abstain | 2. Advisory vote to approve the compensation of the Company’s named executive officers. | | ☐ | | ☐ | | ☐ | | 3. Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | 4. Re-appoint Ernst & Young Chartered Accountants as the Company’s statutory auditor under Irish Law. | | ☐ | | ☐ | | ☐ | | 5. Authorize the Board or the Audit Committee of the Board to determine the remuneration of Ernst & Young Ireland, in its capacity as the Company’s statutory auditor under Irish law. | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | 6. Authorize the Board to Issue Shares under Irish Law. | | ☐ | | ☐ | | ☐ | | 7. Authorize the Board to Opt-Out of Statutory Pre-Emption Rights Under Irish Law. | | | | ☐ | | ☐ | | ☐ | | | | | | Note: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | | | | | | | | |
| | | | | Change of Address – Please print new address below. | | | | Comments – Please print your comments below. | | | | | |
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2024 Annual Meeting Admission Ticket 2022 2024 Annual General Meeting of Aon plc Shareholders June 17, 2022, 9:0021, 2024, 8:30 a.m. Irish Standard Time Ten Earlsfort Terrace 70 Sir John Rogerson’s Quay Dublin 2 Ireland To attend the meeting in person, upon arrival, please present this admission ticket and photo identification at the registration desk. The 20222024 Annual Meeting of Shareholders of Aon plc will also be held virtually via live webcast at www.meetnow.global/MCW6V7D. meetnow.global/MLDMKCM. To access the virtual meeting, you must have the 15-digit control number that is printed in the circle in the shaded bar located on the reverse side of this form. Note that attending the Annual Meeting virtually will not allow you to vote at the Annual Meeting. NOTE: We intend to hold the Annual Meeting in person. However, we continue to monitor the COVID-19 pandemic; we are sensitive to the public health and travel concerns our shareholders may have and the protocols that various jurisdictions may impose. In the event we determine it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting by means of remote communication. We would publicly announce any such changes and how to participate in the meeting by press release and a filing with the Securities and Exchange Commission (“SEC”) as soon as practicable prior to the meeting. Any such determinations and changes will be made and communicated in accordance with SEC rules and requirements. Please monitor our annual meeting website at www.envisionreports.com/AON for updated information. If you are planning to attend our Annual Meeting, please check the website one week prior to the meeting date. Small steps make an impact. Help the environment by consenting to receive electronic | | | | | | | Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/AON | | |
q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. AON plc q | | | | | AON plc | | | |
Notice of 20222024 Annual General Meeting of Shareholders Proxy Solicited by Board of Directors for Annual Meeting —– June 17, 2022 21, 2024 The Chair, Chief Executive Officer, Company Secretary, and any Assistant Company Secretary, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual General Meeting of Shareholders of Aon plc to be held on June 17, 202221, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and FOR items 2-5. Proposals 2-7. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. If you hold your shares in the Aon plc Canadian ESPP or Aon plc Direct Stock Purchase and Dividend Reinvestment Plan your vote must be received by 11:59 P.M., Eastern Time on June 14, 2022. 18, 2024. In the case of registered joint holders (i) only one need sign, and (ii) the vote of the senior holder who tenders a vote, whether in person or by proxy or (in the case of a corporation) by authorized representative, will alone be counted. For this purpose seniority will be determined by the order in which the names appear in the register of shareholders of Aon plc in respect of the joint holding. (Items (Items to be voted appear on reverse side) C Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. | | | C | | Authorized Signatures – This section must be completed for your vote to count. Please date and sign below. |
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. | | | | | | | | | Date (mm/dd/yyyy) – Please print date below. | | | | Signature 1 – Please keep signature within the box. | | | | Signature 2 – Please keep signature within the box. | / / | | | | | | | | |
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