Jo Ann Jenkins
AonAbout Jo Ann Jenkins
Jo Ann Jenkins (age 67) is an independent director of Aon plc, appointed effective August 15, 2025; she previously served as CEO of AARP (2014–2024) and held senior roles in the U.S. government and at the Library of Congress, with a BS in Political Science from Spring Hill College and completion of Stanford GSB’s Executive Program . At Aon, she was designated independent under NYSE standards and Rule 10A-3 and appointed to the Audit Committee upon joining the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AARP | Chief Executive Officer | 2014–2024 | Led multigenerational workforce, healthy longevity, Rx cost reduction; launched Digital First and AgeTech . |
| AARP | Chief Operating Officer; President, AARP Foundation | 2010–2014 | Operational leadership and foundation growth . |
| Library of Congress | Chief Operating Officer; Chief of Staff | 1994–2010 | National Book Festival program expansion; enterprise operations . |
| U.S. Federal Government (HUD, DOT, USDA) | Senior roles | 1981–1994 | Policy, operations across federal departments . |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| General Mills, Inc. | Independent Director | Corporate Governance; Public Responsibility | Director since 2020; active on governance and public policy oversight committees . |
| Avnet, Inc. | Independent Director | Chair, Compensation & Leadership Development; Member, Technology & Risk; Executive Committee | Board service and committee leadership (updated Oct 2025) . |
| Other positions (non-profit/ advisory) | Various | — | Colonial Williamsburg, Kennedy Center NSO, Stanford SOM Board of Fellows, SBA Council on Underserved Communities, AARP Services/Funds, WSJ CEO Council . |
Board Governance
- Aon Board assignment: Audit Committee (effective Aug 15, 2025); independence affirmed under NYSE and Rule 10A‑3 .
- Board practices: separation of Chair/CEO, annual elections with majority voting, regular executive sessions, robust director ownership guidelines, and overboarding limitations in guidelines .
- Attendance baseline: The Board met five times in 2024, and all serving nominees attended ≥75% of meetings of the Board and committees; Jenkins joined in August 2025, so no attendance data yet .
- Director deed of indemnity: Standard director indemnity to be entered into with Jenkins .
Fixed Compensation
Aon’s non-management director compensation structure (program values):
| Element | 2024 Value | 2025 Value | Notes |
|---|---|---|---|
| Annual Cash Retainer | $145,000 | No change | Payable quarterly in arrears. |
| Committee Chair Retainer (Audit) | $30,000 | $35,000 | Audit Chair premium; policy bars extra sub-committee chair fees if standing committee chair . |
| Committee Chair Retainer (Other Committees) | $25,000 | $30,000 | For chairs of Executive, Finance, Governance/Nominating, Compensation. |
| Equity Grant (annual, fully vested shares) | $225,000 (non‑management directors) | No change | Shares granted based on grant-date value / closing price; additional $225,000 for non‑executive Chair . |
| Compensation Caps | Cash+Equity max $600,000 (director), $900,000 (Chair) | No change | Individual annual limits. |
| Tax Equalization Cap | $150,000 (director), $250,000 (Chair) | No change | Annual maximums under policy. |
| Other Benefits Cap | $25,000 for all non‑management directors | No change | Excludes corporate bequest plan. |
| Matching Gift Program | Up to $10,000 charitable match | Up to $10,000 | Aon Foundation Directors Matching Gift Program. |
- Jenkins will receive compensation in accordance with Aon’s non‑management director program, prorated based on her August 15, 2025 start date .
Performance Compensation
- Aon director equity grants are fully vested share awards; there are no performance-based metrics, options, or PSU programs for directors at Aon .
- Hedging/pledging prohibitions: Directors are prohibited from hedging, short sales, derivatives, and pledging Company securities, aligning risk with shareholders .
| Performance Metric | Applied to Director Pay? | Details |
|---|---|---|
| TSR percentile | No | Not used for director compensation. |
| Revenue/EBITDA goals | No | Not used for director compensation. |
| ESG/DEI targets | No | Not used for director compensation. |
| Option awards | No | No option grants to directors at Aon. |
Other Directorships & Interlocks
- Current public boards: General Mills (Governance; Public Responsibility) and Avnet (Compensation/Leadership Chair; Technology & Risk; Executive Committee) .
- Related person transactions: Aon disclosed that Jenkins has not engaged in any transaction requiring disclosure under Item 404(a) of Regulation S‑K at appointment (no related-party exposure) .
- Aon independence practice: Governance Guidelines include oversight of director commitments and “overboarding” limitations; Jenkins’ existing board roles should be reviewed annually under these guidelines .
Expertise & Qualifications
- Strategic leadership across nonprofit and public sectors; led major digital transformation (Digital First), AgeTech, and multigenerational workforce initiatives at AARP .
- Governance and public policy experience via General Mills committees (Corporate Governance; Public Responsibility) and Avnet committee leadership (Compensation & Leadership Development; Technology & Risk) .
- Recognitions: Fortune “World’s 50 Greatest Leaders” (2019, 2021); author of “Disrupt Aging” .
Equity Ownership
| Item | Value / Status | Source |
|---|---|---|
| Initial beneficial ownership at appointment | 0 Class A Ordinary Shares (as of 8/15/2025 Form 3) | SEC Form 3. |
| Director share ownership guideline | 5x annual director retainer; directors must retain shares received until guideline met | Aon Proxy 2025. |
| Required investment position (USD) | $725,000 (5 × $145,000 retainer) | Program values and guideline. |
| Hedging/pledging | Prohibited for directors and officers | Insider Trading Policy. |
Insider Filings & Trades
| Date | Filing | Key Details |
|---|---|---|
| 08/19/2025 (period 08/15/2025) | Form 3 | Initial statement of beneficial ownership: 0 Class A Ordinary Shares; relationship: Director . |
Governance Assessment
- Strengths: Independence affirmed; Audit Committee placement adds financial oversight breadth; extensive governance/public policy experience from General Mills and compensation oversight at Avnet—positive for risk, compliance, and human capital oversight at Aon .
- Alignment: Initial zero shareholding will build via annual fully vested equity grants; Aon’s 5× retainer share ownership guideline and anti‑hedging/pledging policy support long‑term alignment .
- Conflicts: Company disclosed no related‑party transactions at appointment; Aon’s independence policies include oversight of director commitments and overboarding limits—Jenkins holds two other public directorships (General Mills, Avnet), which should be monitored but do not, on their face, compromise independence as affirmed by the Board .
- RED FLAGS: None disclosed—no hedging/pledging, no related‑party transactions, and independence affirmed; attendance data for Jenkins will be available beginning with the next proxy given her mid‑2025 start .
Director Compensation (Program Reference)
| Metric | 2024 | 2025 | Notes |
|---|---|---|---|
| Annual Cash Retainer ($) | $145,000 | $145,000 | Jenkins’ pay prorated from Aug 15, 2025 . |
| Audit Committee Chair Retainer ($) | $30,000 | $35,000 | Not applicable unless appointed Chair. |
| Other Committee Chair Retainer ($) | $25,000 | $30,000 | — |
| Equity Grant ($, fully vested shares) | $225,000 | $225,000 | Annual grant; number of shares = value / closing price . |
| Matching Gift ($) | Up to $10,000 | Up to $10,000 | Aon Foundation. |
| Cash+Equity Cap ($) | $600,000 (director) | $600,000 (director) | $900,000 for non‑exec Chair . |
| Tax Equalization Cap ($) | $150,000 (director) | $150,000 (director) | $250,000 for Chair . |
Independence, Attendance & Engagement
- Independence: All nominees other than CEO are independent; Audit, Governance/Nominating, and Compensation Committees are entirely independent; Jenkins specifically determined independent on appointment .
- Board & committee meetings: Board met five times in 2024; regular executive sessions without management; all 2024-serving nominees met ≥75% attendance—Jenkins’ attendance will be reported in future proxy statements due to 2025 appointment .
- Shareholder engagement: Robust year‑round engagement program; majority voting with resignation policy in uncontested elections .
Related Policies
- Insider Trading Policy: Prohibits hedging, shorting, derivatives; bars pledging/margin accounts for executive officers and directors .
- Director Share Ownership Guidelines: 5× annual retainer; retention of net shares received until guideline met; compliance reviewed annually .
- Clawback: Section 10D Dodd-Frank compliant clawback for executive officers (not directors) in the event of restatement .
Investor takeaways: Jenkins strengthens Aon’s Audit Committee with seasoned leadership and governance credentials while carrying low conflict risk; watch for share accumulation toward the 5× retainer guideline and monitor workload across boards under Aon’s overboarding oversight to sustain effectiveness **[315293_0001193125-25-172652_d18812d8k.htm:2]** **[315293_0001193125-25-100564_d899469ddef14a.htm:28]** **[315293_0001193125-25-100564_d899469ddef14a.htm:16]**.