Gregory C. Case
AonAbout Gregory C. Case
Gregory C. Case is President and Chief Executive Officer of Aon, serving as CEO since April 2005 and resuming the President title in March 2025, age 62 as of the 2025 proxy, and a director since 2005 . Under his leadership, Aon delivered 2024 revenue growth of 17% (6% organic), adjusted operating margin of 31.5%, adjusted diluted EPS of $15.60, and free cash flow of $2.8B; the firm returned $1.6B via buybacks and dividends . Pay-versus-performance shows CAP of $46.9M for the PEO in 2024 alongside TSR value of 180 (vs peer group 174) and adjusted EPS growth of 10% . Aon’s board structure separates the CEO and independent Chair, providing independent oversight while Case serves on the Executive Committee and the Inclusion & Wellbeing Sub-Committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aon | Chief Executive Officer; President (current) | CEO since Apr 2005; President since Mar 2025 | Led execution across Commercial Risk, Reinsurance, Health, Wealth; advanced Aon United and 3x3 Plan |
| McKinsey & Company | Shareholders’ Council; Head, Global Insurance & Financial Services Practice | 17 years | Brought deep insurance/financial services expertise, business development knowledge |
| Piper, Jaffray and Hopwood | Investment banking | — | Early finance experience |
| Federal Reserve Bank of Kansas City | Professional staff | — | Early regulatory/economic grounding |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Discover Financial Services | Former director | — | Prior public board service |
Fixed Compensation
Three-year compensation summary (from Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,500,000 | 1,500,000 | 1,500,000 |
| Stock Awards ($) | 17,497,455 | 21,487,348 | 21,363,030 |
| Non-Equity Incentive Plan Awards ($) | — | — | 2,437,500 |
| All Other Compensation ($) | 671,530 | 674,485 | 904,859 |
| Total ($) | 19,668,985 | 23,661,834 | 26,205,390 |
Key fixed elements and 2024 perquisites:
- Employment agreement base salary: $1,500,000; target annual incentive currently 250% of base salary .
- 2024 “All Other Compensation” breakdown: Company contributions $31,725; Perquisites $258,621; Other $614,513 .
- Perquisites detail (included in $258,621): executive health screening $10,036; incremental life insurance cost $20,635; NetJets/ground travel personal commuting $227,950 (imputed income; additional aircraft access policy approved in 2025) .
- Life insurance coverage under agreement: at least $5,000,000 .
Performance Compensation
Annual incentive structure and outcomes for 2024:
| Component | Weighting | Target/Framework | Actual Performance | Payout Factor |
|---|---|---|---|---|
| Financial (Adjusted Operating Income vs prior year; 200 bps hurdle) | 80% | Threshold funding requires ≥70% of 2023 baseline OI | $4,223M, 15% > 200-bps hurdle → factor 115% | 115% |
| People & Culture (Wellbeing, Inclusion, Engagement, Retention) | 20% | Goals across four areas | Majority objectives achieved; engagement/retention strong → factor 125% | 125% |
| SEICP Pool Funding | — | Formulaic guidelines | ~$15.9M; 117% of target funded; Committee chose not to pay full pool | 117% |
| Mr. Case Annual Incentive Outcome | — | Paid 65% cash / 35% PSUs | Independent directors awarded 100% of target for FY2024 | 100% |
2024 plan-based equity awards to Mr. Case:
| Grant Date | Award Type | Threshold (#) | Target (#) | Max (#) | Notes |
|---|---|---|---|---|---|
| 3/22/2024 | LPP PSUs | 28,306 | 56,611 | 113,222 | 3-year performance on cumulative adjusted diluted EPS; ends 12/31/2026 |
| 3/22/2024 | 3x3PP PSUs (EPS + share price hurdle) | 12,143 | 24,286 | 48,572 | Share price hurdle not yet satisfied (threshold shown) |
Outstanding equity awards at 12/31/2024 (unvested/unearned):
| Grant Date | Type | Units Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|
| 3/25/2022 | RSUs (time-vest) | 8,128 | 2,919,252 |
| 3/25/2022 | PSUs (LPP 17) | 102,186 | 36,701,124 |
| 2/17/2023 | RSUs | 4,714 | 1,693,080 |
| 3/24/2023 | PSUs (LPP 18) | 7,642 | 2,744,701 |
| 3/24/2023 | PSUs (LPP 18) | 119,680 | 42,984,269 |
| 3/22/2024 | PSUs (LPP 19) | 113,222 | 40,664,814 |
| 3/22/2024 | PSUs (3x3PP hurdle) | 12,143 | 4,361,280 |
Vesting schedules:
- RSUs: 2/17/2025: 2,357; 2/17/2026: 2,357 (total 4,714) .
- PSUs: LPP cycles vest after 3-year performance; 2022/2024 PSUs settled in Class A shares on 2/13/2025 after achieving adjusted diluted EPS of $42.12 vs $39.72 target .
Stock vested in FY 2024 (realization):
| Metric | Value |
|---|---|
| Shares acquired on vesting (#) | 130,265 |
| Value realized ($) | 40,940,867 |
| Shares withheld for taxes (#) | 57,960 |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial ownership (Class A shares) | 1,593,267; asterisk indicates <1% of outstanding |
| Shares held via trusts | 536,740 beneficially owned by trust; 585,985 held by trusts with an immediate family member as trustee |
| Shares pledged as collateral | None; pledging prohibited by policy |
| Officer ownership guideline | CEO generally 6x salary; Mr. Case contractually at 20x salary; in compliance as of 12/31/2024 |
| Hedging/derivatives/margin accounts | Prohibited for executives and directors |
Alignment notes:
- Net share retention until guideline met; strong long-term alignment signal .
- 2024 vesting and tax withholding indicate administrative share dispositions rather than open-market selling; policy limits hedging/pledging, reducing sell pressure risks .
Employment Terms
| Provision | Detail |
|---|---|
| Term | Agreement through April 1, 2028; nomination to Board each AGM during employment |
| Base Salary | $1,500,000; Board discretion to adjust |
| Target Bonus | 250% of base (not less than 200% initially) |
| Life Insurance | ≥ $5,000,000 coverage during term |
| Ownership Commitment | Maintain investment position ≥ 20x base salary |
| Non-compete/Non-solicit | Two-year covenants for NEOs after termination (various scenarios) |
| Clawback | Dodd-Frank/NYSE-compliant clawback; forfeiture for violations/restrictive covenant breaches |
| Change-in-Control | Double-trigger; no excise tax gross-ups (safe harbor cap for Case) |
| Benefits post C-in-C (Case) | 3 years medical/dental/life at employee rates; accelerated vesting/service credit in nonqualified plans; lump-sum payment of accrued nonqualified benefits within 30 days |
Potential cash payments upon termination (as of 12/31/2024; $359.16 share price assumption):
| Scenario | Base Salary Multiple | Bonus Multiple | Total Severance ($) | Pro Rata Bonus ($) | Total Cash Payment ($) |
|---|---|---|---|---|---|
| Death | — | 1x of $3,750,000 | 3,750,000 | — | 3,750,000 |
| Disability | — | 1x of $3,750,000 | 3,750,000 | — | 3,750,000 |
| Involuntary w/ Good Reason (IV-GR) | 2x of $1,500,000 | 2x of $3,750,000 | 10,500,000 | 3,750,000 | 14,250,000 |
| Involuntary Without Cause (I-WC) | 2x of $1,500,000 | 2x of $3,750,000 | 10,500,000 | 3,750,000 | 14,250,000 |
| Change-in-Control Qualifying Termination (C-in-C) | 3x of $1,500,000 | 3x of $3,750,000 + average bonus $812,500 | 16,562,500 | — | 16,562,500 |
Equity treatment highlights on termination/C-in-C:
- Retirement/IV-GR/I-WC: PSUs prorate to end of performance period based on cumulative growth during service and participating quarters .
- C-in-C: If terminated without cause during performance, PSUs convert at greater of 100% target or earned based on growth at last full quarter; if awards not assumed or if post-C-in-C IV-WC/Good Reason, immediate vesting applies per terms .
- No automatic single-trigger acceleration; Board retains discretion under plan .
Board Governance
- Board service history: Director since 2005; current committee memberships: Executive Committee; Inclusion & Wellbeing Sub-Committee .
- Independence: Management director (not independent); Board has independent Non-Executive Chair (Lester B. Knight) and separates CEO/Chair roles .
- Attendance: Board met five times in 2024; all nominees served in 2024 attended ≥75% of meetings and committees/sub-committees .
- Director compensation: Mr. Case receives no additional pay for Board service; director compensation applies only to non-management directors .
Compensation Peer Group (Benchmarking)
Peer group used for 2024/2025 pay decisions includes Accenture, AJG, ADP, BNY Mellon, BlackRock, Cognizant, Equifax, FIS, Fiserv, Marsh McLennan, Moody’s, Morgan Stanley, Northern Trust, S&P Global, State Street, Willis Towers Watson; size criteria of ~¼–4× Aon market cap/revenue and < $500B assets; no mechanical percentile targets used—committee applies judgment aided by Meridian .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory say‑on‑pay approval: 68.8%; Aon engaged shareholders representing ~42% of outstanding shares to address concerns, primarily 2023 special awards to two NEOs and transparency; committee committed to infrequent special awards and enhanced disclosure; no special one‑time NEO awards in 2024 .
Investment Implications
- Pay-for-performance and alignment: Case’s pay is highly at-risk (performance-based comp ~94% of TDC in 2024; long-term PSUs tied to cumulative adjusted EPS and share price hurdles), with strong ownership commitments (20× salary) and prohibitions on hedging/pledging—signals management confidence and alignment with TSR and EPS growth outcomes .
- Retention risk: Significant unvested PSUs across overlapping LPP cycles and 3x3PP reduce near-term departure risk; double-trigger C-in-C design without tax gross-ups mitigates shareholder-unfriendly outcomes .
- Trading signals: 2024 vesting of 130,265 shares and tax withholding (57,960 shares) suggests mechanical dispositions; policies requiring net share retention and no pledging lessen insider selling pressure risk .
- Governance quality: Separation of Chair/CEO and independent committees with robust shareholder engagement (post-68.8% say-on-pay) are positives; watch ongoing execution of 3x3 Plan and the transparency of incentive metric setting, including People & Culture components impacting cash bonuses .