Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2022, James Platt, Aon plc's (the "Company" or "Aon") Chief
Operating Officer since June 2021, was appointed to a new role as Chief Digital
Officer of the Company, effective immediately. Mr. Platt, age 50, joined the
Company in September 2014 as the Chief Executive Officer of Aon Inpoint and Head
of Data & Analytics for Aon Risk Solutions and served in that role until
December 2016. From January 2017 through June 2019, Mr. Platt served as the
Chief Operating Officer of Aon Risk Solutions, and then from June 2019 through
September 2020, as the Company's Global Solution Lines Chief Operating Officer.
From September 2020 to his appointment as the Company's Chief Operating Officer,
Mr. Platt served as the Company's Business Chief Operating Officer.
On August 9, 2022, the Company announced Mindy Simon will join the Company as
its Chief Operating Officer effective October 10, 2022. Ms. Simon, age 45,
currently serves as Chief Information Officer for Conagra Brands, a North
America branded food company, and has served in that role since June 2017. Prior
to her role as Chief Information Officer, Ms. Simon held a variety of roles in
finance and information technology with Conagra Brands since joining the company
in 2000, including serving as VP Global Business Services from January 2016 to
June 2017, and VP Information Technology from 2008 to 2016.
In connection with her appointment, Ms. Simon will be entitled to receive an
annual base salary of $675,000 and, beginning in 2023, will be eligible to
participate in the Company's short-term annual incentive plan, with a target
award of 100% of her annual base salary. In connection with foregone cash bonus
compensation resulting from her transition to Aon, Ms. Simon will receive a
sign-on cash award of $400,000, which she will be required to repay (i) in full
should she voluntarily terminate her employment with the Company prior to the
first anniversary of her start date and (ii) at 50% should she voluntarily
terminate her employment with the Company after the first anniversary of her
start date but prior to the second anniversary of her start date. In addition,
and in connection with foregone equity compensation resulting from her
transition to Aon, Ms. Simon will receive a sign-on equity award with a grant
date fair value of $1,725,000, consisting of the Company's restricted share
units vesting one-third on each of the first through third anniversary of the
Additionally, effective in 2023, Ms. Simon will become eligible to participate
in the Company's Leadership Performance Program ("LPP") under the Company's 2011
Incentive Plan, as amended and restated. Ms. Simon is also eligible to
participate in the compensation and benefit programs generally available to
senior executives of the Company.
There is no arrangement between Ms. Simon and any other person pursuant to which
she was selected as the Chief Operating Officer. There are no familial
relationships or related party transactions with the Company that would require
disclosure under Items 401(d) or 404(a) of Regulation S-K in connection with
Ms. Simon's appointment.
Prior to Ms. Simon's start date, the Company's Chief Financial Officer, Christa
Davies, will assume responsibility for the operations functions previously
reporting to Mr. Platt.
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