Cheryl A. Francis
AonAbout Cheryl A. Francis
Independent director of Aon plc since 2010 (age 71). Former Executive Vice President and Chief Financial Officer of R.R. Donnelley & Sons Co. (1995–2000); prior finance leadership at FMC Corporation/FMC Gold; Co-Chair of Corporate Leadership Center since 2008; adjunct professor at University of Chicago GSB (1991–1993). Current committee roles: Finance Committee; Governance/Nominating Committee; Organization and Compensation Committee; Chair of the Inclusion & Wellbeing Sub-Committee. Two current public-company directorships: HNI Corporation and Morningstar, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| R.R. Donnelley & Sons Co. | EVP & Chief Financial Officer | 1995–2000 | Led public company finance and oversight; enhanced board financial literacy |
| FMC Gold (subsidiary of FMC Corp.) | Chief Financial Officer | 1987–1991 | Financial leadership in mining operations |
| FMC Corporation | Treasurer | 1993–1995 | Corporate treasury and capital management |
| University of Chicago GSB | Adjunct Professor | 1991–1993 | Taught graduate-level business/finance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HNI Corporation | Director | Current | Board oversight; risk, strategy, governance perspectives |
| Morningstar, Inc. | Director | Current | Board oversight; governance and human capital perspectives |
| Corporate Leadership Center | Co-Chair (since Aug 2008); Vice Chair (2002–2008) | 2002–present | Leadership development; inclusion focus; CEO Perspectives & Leading Women Executives programs |
Board Governance
- Independence: Board affirmed Ms. Francis is independent under NYSE standards; Aon noted immaterial charitable contributions to organizations where she/spouse were officers/directors/trustees (below the greater of $1 million or 2% of org revenue) .
- Committee assignments: Finance Committee; Governance/Nominating Committee; Organization & Compensation Committee; Inclusion & Wellbeing Sub-Committee (Chair) .
- Meeting engagement: Board met 5 times in 2024; all nominees attended ≥75% of Board/committee meetings; AGM attendance—11 of 12 directors attended in 2024 .
- Committee activity levels (2024): Finance (5 meetings); Governance/Nominating (5); Inclusion & Wellbeing Sub-Committee (4); Compensation (6); Audit oversight is separate .
- Overboarding policy: Directors limited to ≤3 other public-company boards (in addition to Aon); chair reviews director commitments .
- Ownership/Trading policies: Directors must attain ownership equal to 5x annual cash retainer and retain shares until compliant; prohibitions on hedging/derivatives; no pledging/margin accounts allowed .
Fixed Compensation
| Component | Policy | 2024 Actual for Francis | Notes |
|---|---|---|---|
| Annual cash retainer | $145,000 cash, paid quarterly | $175,000 | Cash includes base retainer; the difference indicates a chair retainer |
| Committee chair fees | $30,000 for each Board committee chair (Audit $35,000); policy clarifies sub-committee chair treatment for those already chairing standing committees | Included in cash total | Aon notes policy on sub-committee chair fees and limits when also chairing a standing committee |
| Equity grant | $225,000 in fully vested Class A Ordinary Shares (non-executive directors) | $225,112 (grant-date fair value) | Number of shares based on grant-date closing price |
| All other compensation | Director Matching Gift Program | $10,000 (matching contribution) | Matching to qualified orgs; no tax equalization for Francis |
Total 2024 director compensation for Francis: $410,112 (cash $175,000; stock $225,112; other $10,000) .
Performance Compensation
- Director equity is fully vested (not performance-conditioned); alignment comes from share ownership guidelines and equity retainer design .
- As a member of the Organization & Compensation Committee, Ms. Francis oversaw executive pay programs tied to explicit performance metrics:
| Metric (Executive Pay Framework) | 2024/2022–2024 Values | Payout/Factor |
|---|---|---|
| Adjusted Operating Income (AOI) growth (financial component 80%) | 2024 AOI: $4,939M vs 2023 $4,223M (+17%) | Financial component factor: 115% |
| People & Culture component (20%) | Progress on wellbeing, inclusion, engagement, retention per survey | Factor: 125% |
| Annual incentive pool funding (SEICP) | ~117% of target pool; committee discretion used; some NEO payouts at or below target | Determined/payed early 2025 |
| LPP 17 (PSUs; 3-year 2022–2024 cumulative adjusted EPS) | Actual $42.12; Target $39.72; Threshold $38.20; Max $45.35 | Payout: 163.1% of target |
Say-on-pay signals: 2024 advisory vote approval ~68.8%; the Board implemented enhanced disclosure and a commitment to infrequent one-time (non-sign-on) awards with transparent rationale; no special one-time awards in 2024 (Reese received sign-on awards) .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| HNI Corporation | Director | Current public company board |
| Morningstar, Inc. | Director | Current public company board |
| Hewitt Associates, Inc. | Former Director | Served until Aon’s acquisition of Hewitt in 2010 |
- Independence review noted immaterial charitable contributions involving Ms. Francis within thresholds; no related-person transactions disclosed involving Ms. Francis in 2024–2025 .
- Overboarding compliance: Ms. Francis holds two external public boards, within Aon’s limit of ≤3 .
Expertise & Qualifications
- Former public-company CFO (R.R. Donnelley), finance executive at FMC/FMC Gold; increases Board financial literacy and regulatory/business oversight .
- Leadership development and inclusion expertise as Co-Founder/Co-Chair at Corporate Leadership Center; chairs Aon’s Inclusion & Wellbeing Sub-Committee .
- Governance/strategy/human capital oversight experience via external boards at HNI and Morningstar .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledging/Hedging | Ownership Guideline Compliance |
|---|---|---|---|---|
| Cheryl A. Francis | 28,220 Class A Ordinary Shares (as of April 11, 2025) | * (does not exceed 1%) | No shares pledged; hedging/pledging prohibited | Directors in compliance for 2024; guideline is 5x annual retainer |
Note: “*” indicates the percent of class does not exceed 1% per Aon’s disclosure .
Governance Assessment
- Board effectiveness: Long-standing independent director (since 2010) with deep finance credentials, multiple committee memberships, and chairing the Inclusion & Wellbeing Sub-Committee—indicates strong engagement and oversight of human capital and culture .
- Attendance/engagement: Meets ≥75% attendance threshold; active committees with regular meetings; attends AGM (Board-level metric: 11/12 attended in 2024) .
- Compensation alignment: Director pay mix (cash + fully vested shares) and robust ownership guidelines support alignment; no hedging/pledging permitted; cash chair fee consistent with leadership responsibilities .
- Potential conflicts: Independence affirmed; any charitable ties were immaterial; no related-party transactions disclosed for Ms. Francis—low conflict risk .
- Investor signals: 2024 say-on-pay at ~68.8% reveals investor scrutiny; Ms. Francis’s Compensation Committee membership links her to the remedial actions (enhanced transparency, commitment to limit one-time awards), improving confidence in pay governance .
RED FLAGS: None identified for Ms. Francis—no pledging/hedging, no related-party transactions, within overboarding limits, and attendance above required threshold .