Jose Antonio Álvarez
AonAbout Jose Antonio Álvarez
Independent director of Aon plc since 2024; age 65. Former CEO (2015–2022) and earlier CFO (2004–2014) of Banco Santander; currently Vice Chair and non‑executive director at Santander. Designated an “audit committee financial expert” by Aon’s Board based on extensive finance and risk management experience . Listed among independent directors in Aon’s Board composition table .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banco Santander, S.A. | Chief Financial Officer | 2004–2014 | Built deep international finance expertise; regulatory, IT, and risk management experience |
| Banco Santander, S.A. | Chief Executive Officer | 2015–2022 | Led multinational financial institution; transformation and global markets insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banco Santander, S.A. | Vice Chair; non‑executive director | Current | Current public company directorship; governance and finance expertise |
| Santander Consumer Bank AG | Supervisory board member | Prior | Subsidiary board oversight |
| Santander Consumer Holding GmbH | Supervisory board member | Prior | Subsidiary board oversight |
| Santander Bank Polska, S.A. | Supervisory board member | Prior | Subsidiary board oversight |
| SAM Investments Holdings Limited | Director | Prior | Investment oversight |
| Santander Consumer Finance, S.A. | Director | Prior | Consumer finance governance |
| Santander Holdings USA, Inc. | Director | Prior | U.S. subsidiary governance |
| Bolsas y Mercados Españoles, S.A. | Board member | Prior | Market infrastructure oversight |
| Banco Santander (Brasil) S.A. | Board member | Prior | Regional subsidiary governance |
Board Governance
- Committee assignments: Audit Committee member; Organization and Compensation Committee member .
- Chair roles: None disclosed for Álvarez; Audit Committee chaired by Jeffrey C. Campbell .
- Independence: Board identifies Álvarez as independent; Audit and Compensation Committees are fully independent under NYSE standards .
- Engagement and oversight:
- Audit Committee met 9 times in 2024; Álvarez is named on the Audit Committee’s 2024 Report, evidencing active participation .
- Organization & Compensation Committee met 6 times in 2024; Álvarez is a member and signatory to the committee’s report recommending inclusion of CD&A .
- Attendance: Corporate Governance Guidelines expect directors to attend the AGM; 11 of 12 directors attended the 2024 AGM (individual attendance rates by director not disclosed) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 135,838 | Partial-year cash fees relative to standard $145,000 annual retainer |
| Stock Awards (grant-date fair value) | 309,458 | Fully vested Class A Ordinary Shares; ASC 718 valuation |
| All Other Compensation | 10,000 | Matching charitable contribution via Aon Foundation Directors Matching Gift Program |
| Total | 455,296 | Sum of above |
Director compensation structure (program-level):
- Annual cash retainer: $145,000; Chair retainers: $35,000 (Audit), $30,000 (other committees) .
- Equity: Annual grant of fully vested shares with $225,000 grant-date value for each non‑management director; additional $225,000 for non‑executive Chair .
- Individual annual caps: Cash+equity ≤ $600,000 (non‑exec directors), ≤ $900,000 (non‑exec Chair); tax equalization caps of $150,000/$250,000; other benefits ≤ $25,000 .
Performance Compensation
| Element | Detail | Metrics/Vesting | References |
|---|---|---|---|
| Equity grant to non‑management directors | Fully vested Class A Ordinary Shares | Fully vested on grant; no performance conditions | |
| 2024 Stock Award (Álvarez) | $309,458 grant-date fair value | Not performance‑based | |
| Plan administration | Awards to outside directors may be made under Non‑Employee Directors’ Deferred Stock Unit Plan | DSUs framework; not tied to performance |
No director PSUs/options or performance metric linkages are disclosed for non‑management director pay; equity grants are time‑based and fully vested on grant .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Banco Santander, S.A. | Vice Chair; non‑executive director | Disclosed as current public company directorship; no Aon related‑party transactions involving Álvarez reported |
| Compensation Committee Interlocks | — | None required to be disclosed in 2024; committee members (incl. Álvarez) were not Aon officers or employees |
Expertise & Qualifications
- Former CEO and CFO of a multinational bank; deep international finance, strategy, transformation, regulatory compliance, IT, and risk management expertise .
- Determination by Board as “audit committee financial expert” under SEC rules .
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Class | Pledged? |
|---|---|---|---|
| April 11, 2025 | 536 | Below 1% (asterisk in table) | No shares held by directors are pledged |
Stock ownership alignment policies:
- Non‑management director ownership guideline: 5x annual director retainer; retention of shares until guideline met; Board reports all non‑management directors were in compliance for 2024 .
- Insider trading policy prohibits short sales, hedging/derivative transactions, and pledging/margin accounts for directors .
Governance Assessment
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Strengths:
- Independence and committee mix provide direct oversight of financial reporting, risk, and pay governance; Álvarez contributes as an audit committee financial expert .
- Active engagement evidenced by inclusion on Audit Committee Report and Compensation Committee Report; robust meeting cadence (9 Audit; 6 Compensation) .
- Director equity is time‑based but coupled with stringent ownership guidelines and anti‑hedging/pledging policies to align with shareholders .
- No related‑party transactions involving Álvarez; no Compensation Committee interlocks .
-
Watch items:
- Disclosed beneficial ownership is small relative to total shares (below 1%); while Board reports compliance with ownership guidelines, investors may monitor pace of ownership accumulation given his 2024 appointment .
- Concurrent service at Banco Santander requires ongoing monitoring for any business dealings between Aon and Santander; none are disclosed for Álvarez in the related‑party section .
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Structural governance positives (Board-wide):
- Majority independent Board; separated Chair and CEO; regular executive sessions; strong risk oversight, including cybersecurity under Audit Committee .