AON PLC CLASS A (AON)
Sector: Financials
2026 Annual Meeting Analysis
AON PLC CLASS A · Meeting: June 26, 2026
Directors FOR
11
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Resolutions Regarding the Election of Directors
Against Analysis
Knight has served since 1999 and the 3-year TSR trigger fires (AON underperformed the peer group median by 27.8 percentage points against a 20pp threshold), but the 5-year TSR record shows AON outperforming the peer median by 5.1pp — well within the 20pp threshold — so policy requires downgrading the vote to FOR, indicating the recent 3-year shortfall appears to be a transient dip within an otherwise adequate longer-term track record.
Case has served as a director since 2005 and the 3-year TSR trigger fires, but the 5-year TSR check shows AON outperforming the peer median by 5.1pp (well below the 20pp threshold), so the policy downgrades the vote to FOR, recognizing the 3-year underperformance as a recent development within an otherwise solid longer-term track record; note this assessment is independent of the Say on Pay vote.
For Analysis
Álvarez joined in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings deep financial services expertise as a former CEO and CFO of Santander, and the proxy discloses no overboarding, attendance, or independence concerns.
Cai has served since 2016, so the 3-year TSR trigger applies and fires (27.8pp gap vs. 20pp threshold), but the 5-year check shows AON outperforming the peer median by 5.1pp, which does not exceed the 20pp threshold, so policy requires downgrading the vote to FOR; no overboarding, attendance, or independence issues are present.
Campbell has served since 2018, so the 3-year TSR trigger applies and fires, but the 5-year mitigant downgrades the vote to FOR given AON's adequate 5-year relative performance; he holds 2 outside public board seats (below the 4-seat overboarding threshold) and brings strong financial expertise as a former CFO of three major companies.
Francis has served since 2010, so the 3-year TSR trigger applies and fires, but the 5-year mitigant downgrades the vote to FOR; she holds 2 outside public board seats (below the overboarding threshold) and no other policy concerns are identified.
Jenkins joined in August 2025, which is well within the 24-month new-director exemption, so the TSR trigger does not apply; she holds 2 outside public board seats and brings relevant leadership and governance experience with no policy concerns identified.
Karaboutis joined in 2022, which is within 24 months of the 3-year measurement period start, and her tenure covers less than half of the underperformance period, so the trigger is not applied as a standalone No vote; she holds 3 outside public board seats (below the 4-seat threshold) and brings valuable technology and cybersecurity expertise with no other policy concerns.
Notebaert has served since 1998, so the 3-year TSR trigger fully applies and fires, but the 5-year mitigant (AON +5.1pp vs peer median, within the 20pp threshold) requires downgrading the vote to FOR; no overboarding or other concerns are identified.
Santona has served since 2004, so the 3-year TSR trigger applies and fires, but the 5-year mitigant downgrades the vote to FOR; she holds no outside public board seats and brings strong legal and governance expertise with no other policy concerns.
Smith joined in 2023, which is less than 3 years ago but more than 24 months — her tenure covers less than half the underperformance period, so the trigger is flagged but not treated as a standalone No vote; she holds 3 outside public board seats (below the threshold) and brings strong financial and accounting expertise.
Spruell has served since 2020, so the 3-year TSR trigger applies and fires, but the 5-year mitigant downgrades the vote to FOR; he holds no outside public board seats and brings relevant professional services and operations experience with no other policy concerns.
Stavridis joined in 2024, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he holds 1 outside public board seat and brings relevant geopolitical, risk, and cybersecurity expertise with no policy concerns identified.
The 3-year TSR trigger fires for all long-tenured directors (AON's 3-year return of -1.0% underperformed the company-disclosed peer median of +26.8% by 27.8 percentage points, exceeding the 20pp threshold for negative absolute TSR). However, the 5-year mitigant applies across the board — AON's 5-year return of +39.2% outperformed the peer median of +34.1% by 5.1pp, well within the 20pp threshold — so the policy requires downgrading all triggered votes from AGAINST to FOR. Four directors (Álvarez, Jenkins, Karaboutis, Stavridis) are exempt due to recent appointment. No overboarding, attendance, or independence violations are identified for any nominee. Vote FOR all 13 directors.
Say on Pay
✗ AGAINSTCEO
Gregory C. Case
Total Comp
$73,742,639
Prior Support
88.7%%
CEO Gregory Case received total reported compensation of approximately $73.7 million for 2025, which includes a special one-time performance stock award with a target value of $50 million granted on December 31, 2025 — a single large award covering a five-year forward period reported entirely in the current year. Even excluding that special award, total CEO compensation would be approximately $23.7 million, which is already above what would be expected for a CEO in the financial services sector at this market cap level; with the special award included, total pay is far in excess of a reasonable benchmark. While the pay structure is predominantly performance-based and the special award does have meaningful performance conditions (organic revenue growth, operating margin expansion, and free cash flow targets over five years with a TSR cap), the sheer magnitude of the reported total — driven largely by a single retention-and-extension grant — results in pay that is well above the +20% CEO threshold relative to market, and AON's 3-year total shareholder return has been negative (-1.0%) while the peer group median returned +26.8% over the same period, meaning shareholders have experienced losses while the CEO received outsized incentive pay. The prior Say on Pay vote was 88.7% in favor, so no prior-year engagement failure is triggered, but the combination of a massive one-time grant and negative 3-year stock returns relative to peers warrants a vote against on pay level and pay-for-performance alignment grounds.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The fee table was not included in the filing excerpt provided, so the non-audit fee ratio trigger cannot be evaluated; per policy, when tenure is not disclosed or cannot be determined, vote FOR and note the absence as a minor negative factor. EY is a Big 4 firm appropriate for a company of AON's size and complexity, and no material restatements are disclosed.
Overall Assessment
The 2026 AON annual meeting presents 7 proposals; the most significant concern is CEO pay, where total reported compensation of approximately $73.7 million — inflated by a $50 million special one-time performance stock award — is materially above benchmark for a company where shareholders have experienced a negative 3-year return while the peer group returned nearly 27%, warranting a vote against Say on Pay. All 13 director nominees receive a FOR vote after the 5-year TSR mitigant overrides the 3-year underperformance trigger, and the remaining proposals are routine Irish law and auditor matters that receive FOR votes.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing