Darren Zeidel

About Darren Zeidel

Executive Vice President, General Counsel and Company Secretary of Aon since July 2019; joined Aon in 2012 after roles at Honeywell and Skadden Arps. Age 53 as of Feb 18, 2025; prior roles include Deputy General Counsel; Global Chief Counsel for Corporate, Retirement & Investment and Health Exchanges; and Global Chief Counsel of Aon Hewitt . Company performance context underpinning incentive pay: in 2024 Aon delivered 17% total revenue growth (6% organic), adjusted operating margin 31.5%, adjusted diluted EPS $15.60, and free cash flow $2.8B .

Past Roles

External Roles

No public company board roles are listed for Zeidel in Aon’s executive officer disclosures reviewed .

Fixed Compensation

Notes:

• Employment letter: at-will, target annual bonus 100% of base salary, and initial target long-term incentive (LTI) award 150% of salary; base salary subsequently adjusted to $900,000 by Compensation Committee .

Performance Compensation

Annual incentive (structure and 2024 program context applied firmwide):

• 80% financial: growth in adjusted operating income (OI) vs 2023 baseline of $4,223M; min threshold 70% of baseline; 2024 actual OI $4,939M (+17% YoY) yielded a 115% factor for the financial component .
• 20% People & Culture: progress against wellbeing, inclusion, engagement, retention; 2024 factor 125% .
• 2024 pool funding was 117% of target; payouts to NEOs varied by role and judgment; annual incentives paid 65% cash / 35% RSUs for NEOs (CEO received 35% PSUs) .

2023 Annual incentive outcome for Zeidel (as NEO in 2023):

Long-term incentives (PSUs; LPP program):

Plan performance benchmark example (for context): LPP 17 (2022–2024) paid at 163.1% based on cumulative adjusted EPS of $42.12 vs $39.72 target; LPP units settled in 1Q25 (applies to NEOs listed; confirms rigor of PSU program) .

Summary of reported stock-based compensation

Perquisites and deferred compensation:

• Executive health screening (2023 cost to company: $6,620) .
• Supplemental Savings Plan company contribution (2023: $8,500); aggregate balance at 2023 year-end: $109,159 .

Equity Ownership & Alignment

• Beneficial ownership (shares): | Date | Shares | |---|---:| | Apr 14, 2022 | 15,330 | | Apr 14, 2023 | 23,428 | | Apr 12, 2024 | 31,051 (includes RSUs vesting within 60 days) |

• Ownership guidelines: senior executives (including General Counsel) must hold AON stock equal to 3x base salary; net shares received from RSUs/PSUs must be retained until guideline met .

• Hedging and pledging: hedging transactions prohibited for all employees and directors; pledging and margin accounts prohibited for executive officers and directors . Company disclosures state no director or executive officer shares are pledged .

• Vesting schedule (unvested time-vested RSUs as of 12/31/2023): | Vesting Date | Shares | |---|---:| | 2/11/2024 | 458 | | 2/17/2024 | 374 | | 5/21/2024 | 44 | | 2/16/2025 | 870 | | 2/17/2025 | 374 | | 2/16/2026 | 871 |

Insider transactions (24 months indicator of selling pressure):

• 11/05/2025: Open-market sales of 7,570 shares (avg $344.42) and 1,230 shares (avg $345.17); post-transaction direct beneficial ownership 20,253.161 shares (filing not marked as 10b5-1 plan) .

Employment Terms

• Employment start date: deemed July 12, 2019 (Employment Letter) .

• Status: at-will; Level 1 senior executive; standard confidentiality and restrictive covenants as applicable under equity awards .

• Severance and Change-in-Control (CIC): covered under Aon’s Senior Executive Combined Severance and Change in Control Plan (double-trigger; no excise-tax gross-ups; clawback compliant). CIC benefits generally payable upon qualifying termination within two years of a CIC .

• Illustrative severance economics (per 2022 proxy disclosure methodology): | Scenario | Base Salary Multiple | Bonus Multiple | Illustrative Total Cash Payment ($) | |---|---:|---:|---:| | Involuntary without Cause (I-WC) | 1x | 2x | 750,000 | | Involuntary for Good Reason (IV-GR) | 1x | 1x | 750,000 | | CIC (Double-Trigger) | 2x | 2x | 3,069,667 |

• Clawback: Section 16 officer incentive compensation subject to Dodd-Frank compliant clawback for 3 years preceding any restatement; unvested equity forfeitable for policy violations .

• Hedging/pledging policy: see Equity Ownership & Alignment .

Investment Implications

• Alignment and risk: Pay design is heavily performance-based with PSUs tied to 3-year cumulative adjusted EPS and annual incentives linked 80% to adjusted OI and 20% to People & Culture; hedging/pledging prohibitions and 3x salary ownership guideline strengthen alignment and reduce forced-sale risk .
• Vest-driven supply: Multi-year RSU vesting (noted 2024–2026 schedule) and PSU settlements can create periodic selling windows; a November 2025 sale at ~$345 (8,800 shares) indicates some liquidity activity but not necessarily a plan trade (10b5-1 box not indicated) .
• Retention/CIC: Double-trigger CIC at ~2x salary and bonus is market-standard and not shareholder-unfriendly; absence of excise gross-ups and presence of clawback are positives .
• Governance watchpoint: Say-on-pay approval was ~69% in 2024, prompting enhanced disclosure and commitments to limit one-time awards; while primarily CEO/CFO-focused, it signals investor scrutiny across the team .

Appendix – Additional Data Tables

Summary of 2023 grants (detail)

Executive summary of 2024 annual incentive framework (company-level)

Security ownership policy (selected items)

• No pledging by executive officers/directors; hedging prohibited .
• Officer ownership guideline: 3x salary; retention of net shares until met .