| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 7, 2023, the Board of Directors (the “Board”) of Aon plc (the “Company”) appointed Sarah E. Smith as a director of the Company effective April 15, 2023. Ms. Smith will serve until the Company’s 2023 annual general meeting of shareholders, when she is expected to be subject to re-election by a vote of the Company’s shareholders. The Board has appointed Ms. Smith to the Finance Committee of the Board, effective April 15, 2023.
Ms. Smith is a former member of the Management Committee of The Goldman Sachs Group, Inc., a global investment banking, securities and investment management firm. Ms. Smith joined Goldman Sachs in 1996 and was named Managing Director in 1998 and Partner in 2002. During her tenure, Ms. Smith served as the Controller and Chief Accounting Officer of the firm until 2017 and subsequently as the Chief Compliance Officer from 2017 to 2020. Ms. Smith then served as Senior Advisor to Goldman Sachs from 2020 until her retirement in 2021. Ms. Smith also served on several governing committees of the firm, including the Firmwide Risk Committee, the Commitments Committee and the Firmwide Investment Committee. Prior to joining Goldman Sachs, Ms. Smith worked in the National and Audit practices of KPMG in both London and New York and held several finance positions at Bristol-Myers Squibb. Ms. Smith is a member of the Board of Trustees of the Financial Accounting Foundation, the parent organization of the Financial Accounting Standards Board (FASB) and the Governmental Accounting Standards Board (GASB) since September 2020. Ms. Smith attended City of London University (Dip. Acc), and is a Fellow of the Institute of Chartered Accountants in England and Wales. Ms. Smith serves as a Trustee of the Nuveen Churchill Private Capital Income Fund and as a board member for three private companies: Klarna Bank A.B., Via Transportation and 98point6.
Ms. Smith will receive compensation as a non-employee director in accordance with the Company’s non-employee director compensation practices (prorated based on her start date), which are generally described in the Company’s Proxy Statement for the Company’s 2022 annual general meeting of shareholders, filed with the Securities and Exchange Commission on April 29, 2022 (the “2022 Proxy Statement”), provided that subsequent to the filing of the 2022 Proxy Statement the Board updated the annual cash retainer and annual equity grants to $145,000 and $210,000, respectively. In addition, the Company will enter into its standard deed of indemnity for directors with Ms. Smith.
There is no arrangement between Ms. Smith and any other person pursuant to which she was selected as a director. There are no related party transactions with the Company that would require disclosure under Item or 404(a) of Regulation S-K in connection with Ms. Smith’s appointment.
