Share Ownership Guidelines for Non-Management Directors
Purpose: The purpose of the Share Ownership Guidelines for Non-Management Directors is to further align the interests of Non-Management Directors with the long-term interests of shareholders and further promote the commitment of Aon plc (“Aon”) to sound corporate governance.
Ownership Requirement: Each Non-Management Director is expected to hold an investment position in Class A Ordinary Shares of Aon with a market value equal to or greater than five times the annual cash retainer paid to Directors for Board service.
Retention Guideline: Although there is no specific deadline by which Non-Management Directors are required to achieve the ownership requirement, they are expected to retain all shares received (net of withholding, if any) pursuant to their service as a Board member until the minimum ownership level is achieved.
In the event of (i) an increase in the annual cash retainer 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, a Non-Management Director will be deemed to be in compliance with these guidelines; provided, however, that such Director will be required to retain all shares received (net of withholding, if any) pursuant to their service as a Board member until the director meets the minimum ownership level then in effect.
Holdings Considered: Shares owned outright, including shares owned jointly with a spouse or separately by a spouse and/or children that share the Director's household or shares owned through trusts or entities owned and controlled by the Director or his or her spouse and/or children that share the Director's household will be considered when measuring share ownership.
Last amended: November 17, 2023