Admiral James G. Stavridis
AonAbout Admiral James G. Stavridis
Independent director at Aon plc; age 69; joined the Board on August 15, 2024 and stands for election at the 2025 AGM. He serves on the Finance Committee. Career highlights include four-star Admiral in the U.S. Navy, NATO Supreme Allied Commander (Afghanistan, Libya, Syria, Balkans, counter-piracy), and Dean of The Fletcher School at Tufts. Current roles: Partner and Vice Chair, Global Affairs at Carlyle Group; chair of The Rockefeller Foundation’s board; director at Fortinet, Inc.; prior board service includes American Water Works Company and Neuberger Berman Funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NATO | Supreme Allied Commander | ~2009–2013 | Oversaw operations in Afghanistan, Libya, Syria, Balkans; counter-piracy off Africa |
| U.S. Southern Command | Combatant Commander | ~3 years | Led all U.S. military operations across Latin America |
| The Fletcher School (Tufts University) | Dean | Post-military career | Academic leadership in international affairs |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Carlyle Group Inc. | Partner & Vice Chair, Global Affairs | Since 2018 | Global affairs leadership at a major investment firm |
| The Rockefeller Foundation | Chair, Board of Trustees | Current | Non-profit leadership |
| Fortinet, Inc. | Director (public company) | Current | Cybersecurity board role |
| American Water Works Company, Inc. | Director (public company) | Prior | Prior public board service |
| Neuberger Berman Funds | Director | Prior | Prior fund board service |
Board Governance
- Committee assignment: Finance Committee member; the Finance Committee met five times in 2024 and oversees capital structure, M&A, financing, treasury, derivatives/FX, benefit plan investments, and major insurance programs .
- Independence: Aon’s Board determined all nominees other than the CEO are independent; Admiral Stavridis is listed as an independent director .
- Attendance: The Board met five times in 2024, and all nominees who served attended ≥75% of Board and committee meetings during their service period .
- AGM attendance: 11 of 12 directors attended the 2024 AGM (one absence due to a pre-existing conflict) .
- Governance practices: Independent Chair structure; majority voting; regular executive sessions; robust director ownership guidelines; prohibitions on hedging/pledging; annual board/committee peer evaluations; director time-commitment (“overboarding”) limits .
Fixed Compensation
Director pay structure (non-management directors):
| Element | Description | 2025 Value |
|---|---|---|
| Cash retainer | Quarterly cash to each non-management director | $145,000 |
| Committee chair fees | Additional cash for chairs | $30,000 per committee; $35,000 for Audit Chair |
| Equity grant | Annual grant of fully vested Class A shares | $225,000 per director; additional $225,000 for the Non-Executive Chair |
| Caps | Annual total cash+equity cap; tax equalization cap; other benefits cap | $600,000 (director) / $900,000 (Chair); $150,000 (director) / $250,000 (Chair); $25,000 (all) |
Admiral Stavridis – actual FY2024 compensation (prorated start August 2024):
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 54,769 | Prorated for partial year |
| Stock Awards (grant-date fair value) | 191,665 | Annual fully vested share grant prorated |
| All Other Compensation | 10,000 | Directors Matching Gift Program |
| Total | 256,434 | Sum of components |
Performance Compensation
| Metric Type | Applicability to Directors | Details |
|---|---|---|
| PSU/Option awards | Not applicable | Director equity is granted as fully vested shares (no performance-vesting; no options) |
| Hedging/pledging | Prohibited | Insider trading policy prohibits hedging/derivatives and pledging for all directors |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlocks/Notes |
|---|---|---|---|
| Fortinet, Inc. | Cybersecurity | Director | Aon’s Audit Committee oversees cybersecurity risk; Admiral brings direct cyber expertise, though he serves on Finance (not Audit) |
| Carlyle Group Inc. | Investment | Partner & Vice Chair | Board independence review noted immaterial ordinary-course transactions with entities where certain directors are/were employees; amounts below 2%/$1M thresholds |
| Rockefeller Foundation | Non-profit | Chair, Board | Not a public company; governance/ESG expertise |
Expertise & Qualifications
- Global security and geopolitical leadership from NATO and Southern Command; strong strategic planning and operations credentials .
- Recognized cybersecurity expert; contributes to oversight of cyber, regulatory compliance, and risk management .
- Private-sector leadership and investment perspective via Carlyle; non-profit stewardship via Rockefeller Foundation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| James G. Stavridis | 5,155 | <1% | As of April 11, 2025; Aon had 216,034,583 shares outstanding |
| Ownership guidelines | 5× annual director retainer | Compliance reviewed annually; all non-management directors were in compliance for 2024 | |
| Pledging/Hedging | Prohibited | Policy bans hedging/derivatives and pledging for directors | |
| Related party | 4,809 Aon shares + $74,189 cash issued to Admiral and his family trust | Issued in April 2024 consideration for NFP equity interests upon closing of NFP acquisition |
Governance Assessment
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Strengths
- Independent director with deep cybersecurity and geopolitical expertise that aligns to Aon’s risk oversight priorities; enhances Board capability in cyber and strategic risk domains .
- Finance Committee role adds oversight on capital structure, M&A, treasury, and insurance programs; committee met five times in 2024, indicating active engagement .
- Compliance with robust director share ownership guidelines; prohibition on hedging/pledging supports alignment with shareholders .
- Board-level attendance threshold met; majority voting, independent Chair, and regular executive sessions bolster investor confidence .
-
Potential Conflicts / Red Flags
- Related-person transaction disclosure: receipt of Aon shares and cash in 2024 linked to Admiral’s NFP equity interests; while disclosed and administered under the Related Person Transaction Policy, this creates a perceived linkage to a major transaction shortly before his Board appointment .
- Multiple external commitments (Carlyle, Fortinet, Rockefeller Foundation) warrant ongoing monitoring under Aon’s overboarding limits; Governance/Nominating Committee regularly reviews director commitments .
- 2024 Say-on-Pay approval of 68.8% indicates investor scrutiny of compensation practices and governance; Board conducted enhanced shareholder engagement and disclosure in response .
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Overall implication
- Admiral Stavridis adds valuable cyber and strategic risk oversight to Aon’s Board, with active committee participation enhancing effectiveness. The NFP-related issuance should be viewed as a one-time closing consideration with transparent disclosure; ongoing monitoring of time commitments and independence safeguards (ownership limits, hedging/pledging prohibitions) helps mitigate conflict risk .