Adriana Karaboutis
AonAbout Adriana Karaboutis
Independent director of Aon plc since 2022; age 62. Former Chief Information & Digital Officer at National Grid (2017–Aug 2023), prior EVP, Technology/Business Solutions & Corporate Affairs at Biogen (2014–2017), and Global CIO at Dell (2010–2014), with earlier international leadership roles at General Motors and Ford spanning production planning, supply chain, and IT. Brings core credentials in technology, data/AI enablement, cybersecurity, data privacy, and operations; currently serves on Aon’s Audit Committee and Governance/Nominating Committee and is affirmatively determined independent by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid plc | Chief Information & Digital Officer | 2017 – Aug 2023 | Led digital/data programs; technology, cybersecurity, data privacy expertise |
| Biogen Inc. | EVP, Technology, Business Solutions & Corporate Affairs | Sep 2014 – Mar 2017 | Introduced digital/data science capabilities; from Dec 2015 oversaw global public/government affairs and patient advocacy |
| Dell Inc. | Vice President & Global CIO | Mar 2010 – Sep 2014 | Global CIO leadership across IT operations |
| General Motors Company / Ford Motor Company | Various international leadership roles | ~20 years | Production planning, computer‑integrated manufacturing, supply chain, IT |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Perrigo Company plc | Director | Current | Current public company directorship (1 of 3) |
| Autoliv Inc. | Director | Current | Current public company directorship |
| Savills plc | Director | Current | Current public company directorship |
| Aspen Technology; Advance Auto Parts; Blue Cross Blue Shield of Massachusetts | Director | Prior | Previously served on these boards |
Board Governance
- Aon board roles: Audit Committee; Governance/Nominating Committee .
- Independence and attendance: Board affirmatively determined all non‑management nominees (including Karaboutis) are independent; all nominees serving in 2024 attended at least 75% of Board and assigned committee meetings; Board met five times in 2024 .
- Committee cadence and remit: Audit met nine times (primary oversight of financial reporting, ERM, legal/ethics, and cybersecurity/data privacy, including AI risk); Governance/Nominating met five times (director selection, committee structure, related‑party approvals, ownership guidelines, director commitments/overboarding oversight) .
- Governance practices (context): Independent chair; annual elections/majority voting; robust shareholder engagement; oversight of director commitments and share ownership guidelines .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $145,000 | Standard cash retainer for non‑management directors; 2025 unchanged |
| Committee chair retainers | — | $35,000 Audit Chair; $30,000 other committee Chairs (not applicable to Karaboutis) |
| Fees earned/paid in cash (Karaboutis) | $145,000 | Reported 2024 cash compensation |
| All Other Compensation (Karaboutis) | $10,000 | Matching charitable contribution under Aon Foundation program |
Program design details: Annual equity grant of fully vested Class A shares valued at $225,000 for each non‑management director (additional $225,000 for non‑executive Chair); 2025 unchanged. Maximum annual cash+equity for non‑exec directors capped at $600,000 ($900,000 for Chair) .
Performance Compensation
| Component | 2024 Amount | Performance Metrics |
|---|---|---|
| Equity grant (Karaboutis) | $225,112 | None; grant delivered as fully vested shares (director equity is not performance‑based) |
Directors do not receive performance‑conditioned awards; equity is granted fully vested to align with shareholders while preserving director independence (no operational targets attached) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public boards | Perrigo Company plc; Autoliv Inc.; Savills plc (3 current directorships) |
| Director commitments policy | Aon limits service to no more than three other public company boards absent Governance Committee approval; the Committee oversees director time commitments . Karaboutis serves on three, i.e., at Aon’s stated limit . |
| Related‑party / interlocks | Governance/Nominating Committee reviews and approves/ratifies related‑person transactions; 2024 disclosures show no related‑party transactions involving Karaboutis . |
Expertise & Qualifications
- Technology leadership (former CIO/CIDO) with deep exposure to digital transformation, data science enablement, cybersecurity, data privacy, and business continuity/operations .
- Governance contributions align with Audit oversight of cybersecurity/ERM and Governance Committee remit on board composition and related‑party oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (AON Class A) | 1,532 shares | As of April 11, 2025; less than 1% of shares outstanding |
| Shares pledged | 0 | No shares of directors/executives are pledged; pledging prohibited |
| Hedging | Prohibited | Company policy prohibits hedging/shorts/derivatives by directors |
| Director ownership guideline | 5× annual cash retainer | Retain shares until guideline met; all non‑management directors were in compliance for 2024 |
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Adriana Karaboutis (2024) | 145,000 | 225,112 | 10,000 | 380,112 |
Insider Trades
| Period | Form 4 Activity | Notes |
|---|---|---|
| 2024–2025 | Not disclosed in proxy | Aon’s proxy does not list director Form 4 transactions; monitor SEC filings for updates . |
Governance Assessment
- Strengths: Independent director with directly relevant technology/cybersecurity/data privacy expertise; serves on Audit (cyber/ERM oversight) and Governance (board composition/related‑party) committees; Board confirms independence; no disclosed related‑party exposure; anti‑hedging/pledging and director ownership guidelines in place; directors met attendance threshold .
- Alignment: Director pay mix favors equity via fully‑vested shares ($225,112 in 2024) and cash retainer ($145,000), with ownership guideline at 5× cash retainer and firmwide prohibition on hedging/pledging; all non‑management directors compliant in 2024 .
- Watch items: She holds three outside public boards—the maximum allowed under Aon’s guideline without special approval—elevating overboarding scrutiny given Audit Committee time demands (9 meetings in 2024); however, Aon’s policy actively oversees commitments and she met the company’s attendance threshold .
- Broader governance context: 2024 say‑on‑pay approval was 68.8%; the Board/Compensation Committee undertook shareholder outreach and enhanced disclosures, and committed to infrequent use of one‑time executive awards—signals of responsiveness that support investor confidence in oversight rigor .
No RED FLAGS identified specific to Karaboutis: no related‑party transactions, no hedging/pledging, and independence affirmed. Overboarding risk is a monitoring point given she is at Aon’s stated board‑service limit, but current disclosures indicate policy compliance and minimum attendance achieved .