Aon plc Officer Share Ownership Guidelines
Purpose: The purpose of the Officer Share Ownership Guidelines is to further align the interests of Executives of Aon plc (“Aon”) with the long-term interests of shareholders and further promote Aon's commitment to sound corporate governance. For purposes of these ownership guidelines, an “Executive” is an individual who is both 1) deemed an officer of Aon for purposes of Section 16 of the Securities Exchange Act of 1934, and 2) a member of the Aon Executive Committee.
Ownership Requirement: The Chief Executive Officer (the “CEO”) is expected to hold an investment position in Class A Ordinary Shares of Aon with a market value equal to or greater than six times his or her annual base salary, and all other Executives are expected to hold an investment position in Class A Ordinary Shares of Aon with a market value equal to or greater than three times their respective annual base salaries.
Although there is no specific deadline by which the Executives are required to achieve the appropriate ownership requirement, they are expected to make continuous progress toward their respective ownership requirements during the first five years they are subject to these guidelines.
Retention Guideline: Until each Executive has achieved his or her respective ownership requirements as provided in these Guidelines, he or she is required to retain all Class A Ordinary Shares of Aon received upon: (i) the exercise of options to purchase shares; (ii) the vesting of restricted share units; and (iii) the vesting of performance share units, in each case, net of any shares sold or withheld to fund the applicable exercise price or satisfy any taxes due as a result of such exercise or vesting event.
In the event of: (i) an increase in an Executive’s base salary or (ii) a decline in the price of Class A Ordinary Shares of Aon, in each case, that would, solely as a result of such event or events, result in non-compliance with these share ownership guidelines, such Executive will be deemed to be in compliance with these guidelines; provided, however, that such Executive will be required to retain all shares received upon the exercise of options to purchase shares, the vesting of restricted share units and the vesting of performance share units until such Executive meets the applicable ownership requirement then in effect, in each case, net of any shares sold or withheld to fund the applicable exercise price or satisfy any taxes due as a result of such exercise or vesting event.
Holdings Considered: The following share holdings will be considered when determining whether ownership requirements have been satisfied:
- Shares owned outright, including shares owned jointly with a spouse or separately by a spouse and/or children that share the Executive’s household;
- Shares owned through trusts or entities owned and controlled by the Executive or his or her spouse and/or children that share the Executive’s household ;
- Shares owned through an Aon-sponsored savings/retirement plan, such as the Aon Savings Plan;
- Shares purchased through the Aon Employee Stock Purchase Plan; and
- Phantom shares held in the Aon Supplemental Savings Plan.
The following share holdings will not be considered when determining whether ownership requirements have been satisfied:
- Unvested restricted share units or performance share units; and
- Vested or unvested options.
Hardship: There may be instances in which these Share Ownership Guidelines would place a severe hardship on an Executive or prevent an Executive from complying with a court order, such as in the case of a divorce settlement. It is expected that such instances will be rare. Under these circumstances, the Executive will seek approval from the General Counsel to sell holdings. The General Counsel will make such determination in consultation with the CEO. In the event of a hardship related to the General Counsel, approval will be sought from the CEO in consultation with the Chair of the Governance/Nominating Committee. In the event of a hardship related to the CEO, approval will be sought from the Chair of the Governance/Nominating Committee.
Last amended November 17, 2023