Gloria Santona
AonAbout Gloria Santona
Gloria Santona (age 74) is an independent director of Aon, serving since 2004. She is a former Executive Vice President, General Counsel and Secretary of McDonald’s Corporation (2001–2017), previously U.S. General Counsel (1999–2001), having joined McDonald’s in 1977; she later served as Of Counsel at Baker McKenzie (2018–2022). Her legal background and tenure provide governance, legal, regulatory, compliance, and global risk oversight expertise for Aon’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Executive Vice President, General Counsel & Secretary | 2001–2017 | Led legal department recognized for inclusivity and pro bono efforts; strengthened governance and risk oversight |
| McDonald’s Corporation | U.S. General Counsel | Dec 1999–Jun 2001 | Legal leadership prior to corporate GC role |
| McDonald’s Corporation | Various legal roles | 1977–1999 | Progressively senior positions in legal function |
| Baker McKenzie | Of Counsel | 2018–2022 | International law firm experience (regulatory/compliance) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rush System for Health | Audit Committee member; Governance Committee member | Not disclosed (current) | Active committee service in non-profit healthcare governance |
| American Society of Corporate Secretaries | Board of Directors (former) | Not disclosed | Former governance association role |
| Association of Corporate Counsel | Board of Directors (former) | Not disclosed | Former legal association role |
| Minority Corporate Counsel Association | Board of Directors (former) | Not disclosed | Former diversity-focused legal association role |
| Rush University Medical Center | Board of Trustees (former) | Not disclosed | Former trustee |
| Chicago Zoological Society | Board of Trustees (former) | Not disclosed | Former trustee |
| Chicago Symphony Orchestra | Board of Trustees (former) | Not disclosed | Former trustee |
| The Chicago Network | Board of Directors (former) | Not disclosed | Former board role |
| Chicago Food Depository | Board of Directors (former) | Not disclosed | Former board role |
| National Immigrant Justice Center | Board of Directors (former) | Not disclosed | Former board role |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board determined all nominees other than CEO are independent |
| Director since | 2004 |
| Committees | Audit Committee; Governance/Nominating Committee; Inclusion & Wellbeing Sub-Committee |
| Attendance | All nominees who served in 2024 attended ≥75% of Board and committee/sub-committee meetings on which they served |
| Meeting cadence (2024) | Board: 5; Audit Committee: 9; Governance/Nominating: 5; Inclusion & Wellbeing Sub-Committee: 4 |
| Executive sessions | Non-management directors meet regularly in executive session, chaired by independent Board Chair |
| Board leadership | Independent Chair; separation of Chair & CEO |
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $148,874 | Paid quarterly to non-management directors; Santona is not a committee chair |
| Standard Cash Retainer (policy) | $145,000 | Quarterly cash compensation for non-management directors |
| Committee Chair Retainer (policy) | $30,000 (non-Audit chairs); $35,000 (Audit chair) | Additional cash for chair roles; sub-committee chair retainer not additive if also standing committee chair |
| All Other Compensation | $0 | No matching contribution, tax equalization, or other amounts reported for Santona in 2024 |
| Bequest Plan eligibility | Eligible (elected before Jan 1, 2006) | Up to $1,000,000 charitable bequest; no personal financial benefit |
Performance Compensation
| Item | 2024 Value | Structure | Metrics Used |
|---|---|---|---|
| Stock Awards (ASC 718 fair value) | $225,112 | Annual grant of fully vested Class A Ordinary Shares to non-management directors | None disclosed for directors; awards are not performance-conditioned |
| Director Equity Program (policy) | $225,000 grant value (non-management directors); +$225,000 for non-executive Chair | Shares determined by grant date value divided by closing price | None disclosed for directors |
| Plan administration | Awards to non-employee directors made in accordance with Aon Corporation Non-Employee Directors’ Deferred Stock Unit Plan; deemed under the shareholder-approved plan | DSU framework governs director awards | Not applicable |
Aon’s director equity grants are fully vested at grant and are not tied to revenue, EBITDA, TSR, or ESG performance metrics for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None (—) |
| Listed BDC trusteeships | None (—) |
| Potential interlocks with competitors/suppliers/customers | Not disclosed; Governance/Nominating Committee reviews related person transactions |
Expertise & Qualifications
- Corporate governance, legal, regulatory, and compliance expertise; enhances global risk management and oversight capabilities .
- Long-term strategic perspective from service as GC/Secretary of a large international corporation; human capital and social governance insight from non-profit leadership .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A shares) | 39,124 shares (as of Apr 11, 2025) | As defined by voting/investment power within 60 days |
| Percent of class | <1% (denoted by asterisk) | 216,034,583 shares outstanding as of Apr 11, 2025 |
| Pledged shares | None; no director or executive officer shares pledged | |
| Hedging/pledging policy | Prohibits short sales, options, forwards, swaps, hedging; prohibits margin accounts and pledging by directors/executive officers | |
| Director ownership guideline | 5× annual director retainer; retain net shares from service until guideline met | |
| Compliance status | Each non-management director was in compliance for 2024 |
Governance Assessment
-
Strengths
- Independent director with dual service on Audit and Governance/Nominating—central to risk oversight, financial literacy standards, related-person transaction reviews, and board refreshment .
- Active on Inclusion & Wellbeing Sub-Committee—oversight of inclusion, wellbeing and equal employment policy execution .
- Ownership alignment: 39,124 shares; directors comply with 5× retainer guideline; no pledging and strict hedging prohibition .
- Attendance at least 75% across Board/committees in 2024; regular executive sessions with independent Chair .
- Director compensation structure is balanced (cash + fully vested equity), reviewed by independent consultant; program unchanged for 2025 .
-
Watch items
- Long tenure (director since 2004) may invite entrenchment scrutiny; Board emphasizes ongoing refresh (new independent directors added since 2016) .
- Bequest Plan benefit for pre-2006 directors is a legacy perquisite; while non-financial to the individual, it adds structural complexity to director benefits .
-
Conflicts and related-party exposure
- Board affirmatively determined independence; no material relationships cited for Santona; Governance/Nominating Committee oversees related-person transactions .
- No share pledging; insider trading policy prohibits hedging and pledging; alignment preserved .
Director Compensation (Detail)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $148,874 |
| Stock Awards ($) | $225,112 |
| All Other Compensation ($) | $0 |
| Total ($) | $373,986 |
Committee Workload Context (2024)
| Committee | Role | Meetings |
|---|---|---|
| Audit Committee | Member | 9 |
| Governance/Nominating Committee | Member | 5 |
| Inclusion & Wellbeing Sub-Committee | Member | 4 |
Policy References
- Director compensation program, retainers, equity grant design, and individual limits (cash/equity caps; tax equalization caps) reviewed by independent consultant (Meridian) and approved by independent directors .
- Non-management director awards administered via DSU plan; oversight by Compensation Committee; Amended Plan authorizes director awards .
No tax equalization or matching contributions were reported for Santona in 2024; some peers received matching or tax equalization amounts under specific policy .