Lester B. Knight
AonAbout Lester B. Knight
Independent Non‑Executive Chair of Aon’s Board; age 66; director since 1999; became Chair in August 2008. Founding Partner of RoundTable Healthcare Partners; former Vice Chairman and director of Cardinal Health; former Chairman & CEO of Allegiance Corporation; senior executive roles at Baxter International. Core credentials: financial and investment expertise, healthcare industry leadership, corporate governance and risk oversight; chairs executive sessions of non‑management directors as Board Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RoundTable Healthcare Partners | Founding Partner | Not disclosed | Financial/investment expertise; healthcare focus |
| Cardinal Health, Inc. | Vice Chairman; Director | Not disclosed | Public company board experience |
| Allegiance Corporation | Chairman & CEO | 1996–Feb 1999 | Led corporate strategy and operations |
| Baxter International, Inc. | Corporate VP (1990); EVP (1992); Director (1995) | 1981–1996 | Operational and leadership experience at global healthcare company |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| NorthShore University Health System | Life Director | Ongoing |
| Junior Achievement of Chicago | Life Director | Ongoing |
| Northwestern University | Life Trustee | Ongoing |
| Civic Committee of The Commercial Club of Chicago | Member | Ongoing |
Board Governance
- Current roles: Non‑Executive Chair; Chair, Executive Committee; Chair, Governance/Nominating Committee; Member, Inclusion & Wellbeing Sub‑Committee .
- Independence: Board affirms majority independence; Board Chair independent; Knight presides over executive sessions of non‑management directors .
- Board/committee activity and attendance:
- Board met six times in 2023; all nominees serving in 2023 attended at least 75% of Board and committee meetings; non‑management directors meet regularly in executive session chaired by Knight .
- AGM attendance: 11 of 12 directors attended the 2024 AGM (one absence due to pre‑existing conflict) .
| Committee | 2024 Meeting Count | Notes |
|---|---|---|
| Finance | 5 | All members independent under NYSE standards |
| Governance/Nominating | 5 | Reviews director skills/criteria; related‑party transactions; share ownership guidelines |
| Inclusion & Wellbeing Sub‑Committee | 4 | Oversees inclusion and wellbeing strategies |
Fixed Compensation
Director compensation program (non‑management directors):
| Element | Description | 2023 Value | 2024 Changes |
|---|---|---|---|
| Cash Compensation | Quarterly cash retainer | $145,000 | Additional cash retainer of $25,000 for each Board committee chair (other than Audit); $30,000 for Audit Chair; incremental increase in chair retainers |
| Equity Compensation | Annual grant of fully vested Class A shares; shares = grant date value ÷ closing price | $210,000 for each non‑management director; $435,000 for non‑executive Chair | +$15,000 for non‑management directors; +$225,000 additional for non‑executive Chair |
Director‑specific compensation (Knight):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 170,000 | 175,000 |
| Stock Awards ($) | 435,013 | 449,927 |
| All Other Compensation ($) | 111,355 | 129,882 |
| Total ($) | 716,368 | 754,809 |
Notes:
- “All Other Compensation” typically includes Aon Foundation matching gifts ($10,000 cap) and estimated Ireland tax equalization payments under company policy; historical itemization shows Knight’s 2022 estimated tax equalization at $293,595 plus matching gift $10,000 .
Performance Compensation
| Performance Metrics Tied to Director Pay | FY 2023 | FY 2024 |
|---|---|---|
| Metrics/Structures | None disclosed; director equity grants are fully vested shares (no PSUs/options) | None disclosed; director equity grants are fully vested shares (no PSUs/options) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None shown for Knight (“—” in director matrix) |
| Prior public company boards | Cardinal Health (former Vice Chairman/director) |
| Committee interlocks | No Compensation Committee interlocks required to be disclosed for 2024 |
| Related‑party transactions | Governance/Nominating Committee reviews and approves per policy; no related‑party transactions disclosed for Knight; 2024/2025 disclosures cite none beyond NFP consideration to Admiral Stavridis and a family employment relationship unrelated to Knight |
Expertise & Qualifications
- Financial/investment expertise from private equity leadership; broad healthcare industry operating background; corporate governance and risk oversight experience; strategic transactions and business transformation; effective leadership of independent directors via chairing Governance/Nominating and executive sessions .
Equity Ownership
| Ownership Detail | Amount | Percent of Outstanding |
|---|---|---|
| Total beneficial ownership (Class A shares) | 319,978 | 0.148% (319,978 ÷ 216,034,583) |
| Family partnership | 139,000 | — |
| Spouse | 124,604 | — |
| Trust | 39,911 | — |
| Family foundation (Knight and spouse as trustees) | 19,997 | — |
| Shares pledged as collateral | None; no director/executive shares pledged | |
| Ownership guidelines | Non‑management directors must hold 5× annual retainer; 5‑year transition; new directors expected to hold 1,000 shares within first year | |
| Hedging/pledging policy | Directors prohibited from hedging, short sales, derivatives; prohibited from holding Aon securities in margin accounts/pledging |
Governance Assessment
- Independent leadership: Knight serves as Non‑Executive Chair; Board explicitly favors independent Chair structure to strengthen oversight and risk governance; Knight sets agendas and presides over independent executive sessions .
- Committee leadership and oversight: Chairs Executive and Governance/Nominating—both central to emergency authority between Board meetings and board composition/related‑party oversight; committee activity (5 Governance meetings in 2024) indicates engagement .
- Attendance and engagement: Board met six times in 2023; all nominees met 75%+ attendance; AGM attendance was 11 of 12 in 2024, underscoring overall board engagement .
- Alignment and ownership: Meaningful personal and family holdings totaling 319,978 shares with no pledging; robust ownership and anti‑hedging policies further align director incentives with shareholders .
- Compensation structure: Mix skewed toward equity via fully vested share grants; modest year‑over‑year increase in total compensation; absence of performance‑conditioned awards for directors limits pay‑for‑performance signaling but is consistent with market norms for non‑employee directors .
- Conflicts oversight: Governance/Nominating Committee reviews related‑party transactions; 2024/2025 disclosures report no related‑party transactions involving Knight and no Compensation Committee interlocks .
RED FLAGS
- None disclosed specific to Knight: no pledged shares; no related‑party transactions; independence affirmed and robust committee oversight .