Jeffrey C. Campbell
AonAbout Jeffrey C. Campbell
Independent director since 2018 (Age: 64). Currently Audit Committee Chair and member of the Executive Committee and Organization & Compensation Committee. Former CFO of three multinationals—American Express (2013–2023; Vice Chairman 2021–2024), McKesson (2004–2013), and AMR/American Airlines (CFO in 2002)—and designated by Aon’s Board as an “audit committee financial expert” under SEC rules, reflecting deep finance, risk, and compliance credentials . The Board has affirmatively determined he is independent; ordinary-course relationships tied to his prior employers were below materiality thresholds used in independence assessments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Express Company | Chief Financial Officer; later Vice Chairman | CFO: Jul 2013–Aug 2023; Vice Chair: Apr 2021–Mar 2024 | Led finance and risk; global financial services expertise (basis for “audit committee financial expert”) . |
| McKesson Corporation | EVP & Chief Financial Officer | 2004–2013 | Healthcare services, technology, distribution finance leadership . |
| AMR Corp./American Airlines | Chief Financial Officer (AMR/AA) | CFO in 2002; 13 years at AMR/AA | Airline finance, treasury, risk; progression to CFO . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hexcel Corporation | Lead Director; Audit Committee Chair | Current | Lead independent oversight; audit chair responsibilities . |
| Marathon Petroleum Corporation | Director; Audit Committee member | Current | Financial oversight in energy sector . |
| The Juilliard School | Board Member | Current | Non-profit governance experience . |
| Prior: Lincoln Center for the Performing Arts; Lincoln Center Corporate Fund | Director; Chair of Corporate Fund (prior) | Prior | Arts/non-profit governance and fundraising . |
Board Governance
- Current Aon Board assignments: Audit Committee Chair; Executive Committee member; Organization & Compensation Committee member .
- Independence: Board determined all nominees other than the CEO are independent; for Campbell, ordinary-course transactions with companies where he was (or in 2024 had been) an employee were below the greater of $1 million or 2% of that entity’s annual revenue, deemed immaterial .
- Attendance: The Board met 5 times in 2024; all nominees who served in 2024 attended at least 75% of Board and committee meetings; independent directors meet regularly in executive session chaired by the independent Board Chair .
- Audit Committee activity: Met 9 times in 2024; primary oversight for financial reporting, internal controls, compliance, ERM, and cybersecurity risk; Campbell is Chair and an SEC-defined “audit committee financial expert” .
- Compensation Committee activity: Met 6 times in 2024; Campbell is a member; oversees executive and director pay programs and disclosures .
- Risk oversight: Board delegates primary ERM oversight to Audit; cybersecurity and AI risk receive regular updates; management presents at least twice annually on cyber/data privacy to Audit .
- Director commitments: Aon limits outside public boards (no more than three in addition to Aon absent approval); Board annually reviews commitments and conducts third-party facilitated Board/committee/peer evaluations .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024 actual) | $180,000 | Consistent with $145,000 annual director retainer plus $35,000 Audit Chair retainer . |
| Equity grant (2024 actual, FV) | $225,112 | Annual grant of fully vested shares; number of shares set by grant-date value/closing price . |
| All other (2024) | $10,000 | Matching gift via Aon Foundation Directors Matching Gift Program . |
Program structure and limits:
- 2024/2025 non-management director compensation: $145,000 cash retainer; $35,000 Audit Chair retainer; $225,000 annual equity grant; additional $225,000 only for the non-executive Chair; individual annual caps of $600,000 (director) and $900,000 (Chair) on total cash+equity; tax equalization capped at $150,000 (director) and $250,000 (Chair) .
Performance Compensation
- Aon does not use performance-conditioned equity for non-management directors; annual equity awards are fully vested shares (no options) to align with shareholders while avoiding pay-for-performance constructs for directors .
- Hedging/pledging prohibited for directors; enhances alignment and mitigates risk-taking incentives .
Other Directorships & Interlocks
| Company | Relationship to Aon | Potential Interlock/Conflict Notes |
|---|---|---|
| Hexcel Corporation (Lead Director; Audit Chair) | No disclosed related-party transactions with Aon | Aon reviews director commitments; Campbell is within Aon’s overboarding limits . No interlocks requiring disclosure in 2024 . |
| Marathon Petroleum Corporation (Director; Audit member) | No disclosed related-party transactions with Aon | Same as above; no interlocks requiring disclosure in 2024 . |
- Related-party transactions: Aon disclosed none involving Campbell since Jan 1, 2024; Board independence review deemed certain ordinary-course relationships immaterial under thresholds .
Expertise & Qualifications
- SEC “audit committee financial expert”; extensive CFO experience across financial services, healthcare, and aviation; deep risk, compliance, and corporate finance background .
- Brings oversight experience from serving as Audit Chair (Aon, Hexcel) and audit committee member (Marathon), with added perspective from Executive Committee service at Aon .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 11,547 Class A Ordinary Shares (as of Apr 11, 2025) . |
| % of outstanding | “*” per table (less than 1% of 216,034,583 shares outstanding) . |
| Pledged shares | None; no shares held by directors/executives are pledged; pledging prohibited by policy . |
| Ownership guidelines | Directors must hold shares equal to 5x annual cash retainer; all non-management directors were in compliance for 2024 . |
| Hedging | Prohibited (short sales, options, derivatives) . |
Governance Assessment
- Board effectiveness and engagement: As Audit Chair, Campbell presided over a highly active committee (9 meetings), with remit covering financial reporting integrity, ERM, cybersecurity, legal/ethics programs—indicating substantial engagement and oversight depth .
- Independence and conflicts: Board affirmed independence; ordinary-course relationships tied to prior employers were below materiality thresholds; no related-party transactions disclosed—low conflict risk .
- Ownership alignment: Meaningful beneficial ownership with strict no-hedge/no-pledge policy and 5x retainer ownership guideline; directors (including Campbell) were in compliance—positive alignment signal .
- Compensation structure: Director pay balanced between cash and equity (2024: $180k cash; $225,112 equity; $10k matching gift), with clear caps and no performance equity for directors—supports independence of oversight while aligning interests .
- Compensation Committee stewardship: As a member, Campbell participates in oversight of executive pay; in 2024 the committee engaged shareholders after a 68.8% Say-on-Pay outcome and committed to restrained use and clearer disclosure of one-time awards; independent consultant Meridian engaged with no conflicts found .
- RED FLAGS: None disclosed specific to Campbell. Notable monitoring item: simultaneous leadership on multiple audit bodies (Aon Audit Chair; Hexcel Audit Chair; Marathon Audit member) increases workload, but Aon’s “overboarding” controls and annual reviews are in place and he is within policy limits .