David DeBrunner
AonAbout David DeBrunner
David DeBrunner, age 59, was appointed Senior Vice President, Global Controller and Chief Accounting Officer (principal accounting officer) of Aon effective September 15, 2025, reporting to CFO Edmund Reese . He joins Aon after serving as Vice President, Controller and Chief Accounting Officer at Ally Financial since September 2007, and previously Senior Vice President and Corporate Controller at Fifth Third Bancorp . Aon’s compensation philosophy emphasizes pay-for-performance with senior executives typically holding significant at-risk compensation, and the company maintains robust share ownership, hedging/pledging prohibitions, and clawback policies that will apply to Section 16 officers like the principal accounting officer .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ally Financial Inc. | Vice President, Controller and Chief Accounting Officer | Sep 2007–2025 | Principal accounting officer overseeing financial reporting and controls |
| Fifth Third Bancorp | Senior Vice President, Corporate Controller | Prior to 2007 | Corporate controller responsibilities |
External Roles
No external board or advisory roles were disclosed in the appointment 8-K; the 2025 proxy did not profile DeBrunner given his subsequent appointment date .
Fixed Compensation
| Item | Value | Effective/Timing | Notes |
|---|---|---|---|
| Base salary | $500,000 per year | Effective Sep 15, 2025 | From offer letter referenced in 8-K |
| Target annual incentive | 100% of base salary | Beginning with 2026 performance year | Eligibility under senior executive annual incentive program |
| Sign-on cash bonus | Up to $2.1 million | Paid in periodic installments during first year of employment | If he voluntarily resigns or is terminated for cause within first two years, unpaid installments are forfeited and paid installments are subject to clawback |
| Benefits | Standard senior executive benefit plans | Ongoing | Participation in plans generally available to senior executives |
Performance Compensation
| Component | Metric framework | Weighting | Target | Actual | Payout | Vesting/Payment terms |
|---|---|---|---|---|---|---|
| Annual incentive (2026 onward) | Company- and role-specific metrics set by Compensation Committee; plan permits use of metrics such as revenue, operating profit/margin, EPS, cash flow, ROIC/ROA/ROE, TSR, and strategic objectives; Aon also incorporates inclusion & diversity in executive annual incentives | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Cash incentives for performance periods ending in a calendar year are generally paid no later than March 15 of the following year |
| Long-term incentives (RSUs/PSUs) | Eligible to participate in Aon’s Shareholder-Approved Plan (Amended 2011 Plan); minimum 1-year vesting for all equity awards (subject to limited exceptions); no single-trigger CIC vesting; no repricing of options/SARs; no dividends on unvested awards | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Minimum 1-year vesting; acceleration may occur only per award terms (e.g., death/disability/retirement/involuntary termination/CIC per award agreement) |
Design references and context:
- Performance criteria allowed under the plan include revenues, operating profit/margin, EPS, cash flow, balance sheet goals, returns (ROIC/ROA/ROE), share price/TSR, and strategic objectives; thresholds/targets/maxima can be set and adjusted per GAAP and Committee certification .
- The Amended Plan mandates minimum one-year vesting, prohibits repricing/buybacks of options/SARs without shareholder approval, disallows current dividends on unvested awards, and avoids “liberal” CIC definitions .
Equity Ownership & Alignment
| Policy/Item | Details |
|---|---|
| Officer share ownership guidelines | Senior executives (other than CEO) are expected to hold Aon shares equal to 3x base salary; net shares from option exercises/RSU/PSU vesting are generally retained until guidelines are met . |
| Hedging and pledging | Aon prohibits short sales, options, swaps/hedges; executive officers and directors may not hold Aon securities in margin accounts or pledge them as collateral . |
| Clawback policy | Aon’s Incentive Repayment Policy for Section 16 officers provides for recoupment of excess incentive-based compensation received during the three-year lookback preceding an accounting restatement; consistent with SEC/NYSE rules . |
| DeBrunner beneficial ownership | The appointment 8-K did not disclose beneficial ownership; as principal accounting officer (a Section 16 officer), his holdings and any subsequent transactions are expected to be reported in Forms 3/4 after the effective date . |
Employment Terms
| Term | Detail |
|---|---|
| Title/role | Senior Vice President, Global Controller and Chief Accounting Officer; principal accounting officer . |
| Effective date | September 15, 2025 . |
| Reporting line | Reports to Edmund Reese, Executive Vice President and Chief Financial Officer . |
| Covenants | Required to execute Aon’s standard Confidentiality and Non-Solicitation Agreement (non-solicitation and confidentiality covenants) . |
| Long-term incentive eligibility | Eligible to participate in senior executive LTI programs, subject to Committee approval . |
| Company-wide CIC/severance framework (context) | Aon’s Combined Severance Plan (for NEOs other than CEO) provides double-trigger benefits upon qualifying termination in connection with or within two years post-CIC: pro-rated bonus (based on prior 3-year average), 2x (salary + average bonus over previous two years), benefits continuation for two years, and nonqualified plan vesting credit; no excise-tax gross-ups; payments capped at 280G safe harbor or value-maximizing alternative; CEO has 3x multiple and related terms . |
| CIC definitions and conditions | “CIC good reason” and “cause” definitions, two-year non-compete and non-solicit required for severance eligibility; standard CIC triggers include 30% acquisition threshold, board/ownership changes, major transactions, or liquidation, with safeguards against “liberal” CIC definitions . |
| Payment timing for cash incentives | Cash incentive distributions for a performance period ending in a calendar year are made not later than March 15 of the following year (unless otherwise set in program) . |
| Equity vesting safeguards | Minimum 1-year vesting for all full-value awards (subject to limited exceptions and award agreement terms) . |
Investment Implications
- Alignment and retention: The package balances cash and at-risk pay. A $2.1M cash sign-on, paid over the first year with a two-year clawback on resignation/for-cause termination, is a strong near-term retention lever; LTI eligibility plus 3x-salary ownership guidelines and anti-hedging/pledging policies should enhance alignment over time .
- Limited near-term selling pressure: Minimum one-year vesting on equity and the prohibition on pledging reduce near-term forced-selling risk. Expect initial equity participation to be governed by the Amended Plan (no single-trigger CIC vesting; no dividends on unvested awards) .
- Governance and downside protections: Double-trigger CIC protections (company-wide framework) without excise-tax gross-ups and with 280G caps mitigate change-in-control windfalls. Non-compete/non-solicit requirements condition severance, further discouraging abrupt departures .
- Monitoring catalysts: Watch for DeBrunner’s Form 3 and subsequent Form 4 filings post-effective date to assess initial ownership, award grants, and any programmed selling under company plans; the Clawback Policy applies to Section 16 officers (including the principal accounting officer), heightening sensitivity to financial reporting quality and restatements .