Byron O. Spruell
AonAbout Byron O. Spruell
Byron O. Spruell, age 60, has served on Aon’s Board since 2020. He is President of League Operations at the National Basketball Association (since August 2016) and previously spent 20 years at Deloitte LLP, most recently as Vice Chairman, Central Region Marketplace Leader and Chicago Managing Principal. He is an independent director; the Board has determined all non-management directors (including Spruell) meet NYSE independence standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Basketball Association | President, League Operations | Since Aug 2016 | Operations leadership; strategy, continuity, analytics and innovation applied to league operations |
| Deloitte LLP | Vice Chairman; Central Region Marketplace Leader; Chicago Managing Principal | 20 years | Professional services leadership; financial and accounting expertise; human capital development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Notre Dame | Board of Trustees; Chair of Audit Committee | Not disclosed | Elevates Board’s financial/accounting expertise |
| Museum of Science and Industry | Board member | Not disclosed | Community engagement |
| Metropolitan Family Services (Chicago) | Board member | Not disclosed | Social impact |
| Jackie Robinson Foundation | Board member | Not disclosed | Inclusion and wellbeing perspectives |
Board Governance
- Committee memberships: Audit Committee; Organization and Compensation Committee; Inclusion & Wellbeing Sub-Committee .
- Independence: Board affirmatively determined Spruell is independent under NYSE rules; immaterial relationships reviewed include ordinary-course services with his employer and charitable donations to organizations where he is a trustee (each below greater of $1 million or 2% of recipient revenue) .
- Attendance: Board met 5 times in 2024; all nominees serving in 2024 attended at least 75% of Board and committee meetings for their service period .
- Committee activity (2024 meetings): Audit Committee (9); Compensation Committee (6); Inclusion & Wellbeing Sub-Committee (4) .
- Director commitments oversight and “overboarding” limits: directors may not serve on >3 other public company boards without Governance/Nominating Committee approval; Board conducts annual peer evaluations; onboarding and continuing education provided .
Fixed Compensation
| Component (Non-Management Director) | Amount | Notes |
|---|---|---|
| Cash retainer (2024) | $145,000 | Paid quarterly; no change for 2025 |
| Equity grant (2024) | $225,112 (grant date fair value) | Annual grant of fully vested shares; policy value $225,000; number of shares based on grant-date price |
| Chair retainers | Not applicable | $35,000 for Audit Chair; $30,000 for other committee Chairs; additional $225,000 grant for Non-Executive Chair (Spruell is not a chair) |
| All Other Compensation | $0 | Matching gift program up to $10,000 available; tax equalization policies with individual limits; none reported for Spruell |
Director Compensation Summary (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Byron O. Spruell | 145,000 | 225,112 | — | 370,112 |
Program guardrails and ownership:
- Non-management director compensation caps: $600,000 total cash+equity; $150,000 tax equalization; $25,000 other benefits (Chair has higher caps) .
- Director stock ownership guideline: 5× annual cash retainer; retention of shares until guideline met; all non-management directors were in compliance for 2024 .
Performance Compensation
Aon uses pay-for-performance structures for executives overseen by the Compensation Committee on which Spruell serves.
Annual Incentive Plan (2024)
| Metric | Weight | Target/Hurdle | 2024 Actual | Performance Factor |
|---|---|---|---|---|
| Adjusted Operating Income growth vs 2023 | 80% | ≥200 bps YoY over $4,223M baseline | $4,939M (+17% YoY; +15% vs hurdle) | 115.0% |
| People & Culture goals (wellbeing, inclusion, engagement, retention) | 20% | Committee-assessed (leveraged 0–200%) | Majority of goals progressed; strong survey results and retention | 125% |
Long-Term LPP 17 (2022–2024 cycle)
| Metric | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout |
|---|---|---|---|---|---|
| Cumulative Adjusted Diluted EPS | $38.20 | $39.72 | $45.35 | $42.12 | 163.1% |
Committee response to 2024 say-on-pay feedback:
- 2024 say-on-pay approval: 68.8%; Board and Compensation Committee conducted extensive shareholder engagement and committed to infrequent one-time awards with transparent rationale and enhanced disclosure of incentive decisions .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (0) |
| Potential interlocks/conflicts | Ordinary-course services with director’s employer and charitable contributions to affiliated organizations deemed immaterial (below thresholds) |
Expertise & Qualifications
- Executive leadership in operations, strategy, analytics, innovation; human capital and talent development; colleague health and wellness .
- Financial and accounting expertise elevated via Deloitte tenure and service as Chair of Notre Dame’s Audit Committee .
- Community engagement and social impact perspectives through non-profit board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged? | As-of Date |
|---|---|---|---|---|
| Byron O. Spruell | 5,303 | <1% (asterisk indicated) | None pledged (company-wide statement for directors/officers) | April 11, 2025 |
| Aon total shares outstanding | 216,034,583 | — | — | April 11, 2025 |
Ownership alignment and restrictions:
- Director guideline: 5× annual retainer; all non-management directors were in compliance for 2024 .
- Hedging/pledging prohibited for directors and executive officers under Insider Trading Policy .
Governance Assessment
- Strengths: Independent director; active on three committees central to risk, pay, and culture; strong financial oversight via Audit Committee participation; no other public boards (low overboarding risk); compliance with stringent ownership and anti-hedging policies .
- Engagement: Board and Compensation Committee responded to lower 2024 say-on-pay with enhanced disclosures and a commitment to restraint in one-time awards—supports investor confidence in pay governance .
- Attendance: Board reported ≥75% attendance for all nominees in 2024; committee cadence indicates robust engagement (Audit 9; Compensation 6; Inclusion & Wellbeing 4) .
RED FLAGS
- Lower say-on-pay result (68.8% in 2024) is a watch item; mitigation included extensive shareholder engagement and policy commitments by the Compensation Committee .
- Special one-time PSUs to executives in 2023 drew investor scrutiny; disclosure notes full forfeiture by former CFO and pro-rata eligibility for former President; continued oversight warranted by Compensation Committee (member: Spruell) .
- Related-party transactions: None reported for Spruell; Board reviewed immaterial ordinary-course services and charitable contributions in independence determination; no pledging permitted .