Mindy Simon
AonAbout Mindy Simon
Mindy Simon has served as Aon’s Chief Operating Officer since October 10, 2022, after joining from Conagra Brands where she was Chief Information Officer; she was 45 at the time of her appointment announcement in August 2022 . Aon’s pay-for-performance framework ties senior executive incentives primarily to growth in adjusted operating income and firm-wide People & Culture goals; in 2024 Aon achieved adjusted operating income of $4,939 million, and the company’s three-year LPP 17 PSUs settled above target on adjusted diluted EPS of $42.12 versus a $39.72 target for 2022–2024 . These metrics anchor Simon’s annual and long-term incentives, with annual bonuses split 65% cash/35% RSUs for 2024 and multi‑year PSUs tied to cumulative adjusted EPS (and, for 3x3PP, a share-price hurdle) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aon plc | Chief Operating Officer | Oct 10, 2022–present | Senior operating leadership at Aon |
| Conagra Brands | Chief Information Officer | Jun 2017–Aug 2022 | Enterprise IT leadership |
| Conagra Brands | VP, Global Business Services | Jan 2016–Jun 2017 | Led shared services |
| Conagra Brands | VP, Information Technology | 2008–2016 | Led IT functions |
| Conagra Brands | Finance and IT roles | 2000–2008 | Progressive roles in finance/IT |
Fixed Compensation
| Year/Item | Amount | Notes |
|---|---|---|
| Initial base salary (offer) | $675,000 | Set at hire; sign‑on awards included $400,000 cash (repay 100% if voluntary termination <1 year; 50% if <2 years) and $1,725,000 RSUs vesting 1/3 annually (years 1–3) |
| 2024 base salary | $800,000 | Adjusted by Compensation Committee effective 2024 |
| 2025 base salary | $900,000 | Further adjusted to better align to peer positioning |
| Target annual bonus | 100% of base | Set at hire and unchanged for 2024 |
| Target long‑term incentive | 150% of base | As provided in employment letter |
2024 All Other Compensation detail:
| Component | Amount | Detail |
|---|---|---|
| Company contributions | $26,500 | Aon Savings Plan and Supplemental Savings Plan contributions |
| Perquisites | $2,730 | Executive health screening; international assignment related |
| Relocation/assignment allowances (Other) | $369,358 | Housing $165,112; COLA $53,226; Education $146,093; Other $4,927 |
| Tax reimbursements | $180,486 | Tax equalization/gross-up per international assignment policy |
| Total (All Other Compensation) | $579,074 | Sum of above |
Performance Compensation
Annual incentive (2024 design and outcome):
| Metric | Weight | Target/Mechanics | Actual/Payout | Form/Vesting |
|---|---|---|---|---|
| Adjusted Operating Income (growth vs 2023 baseline $4,223m; 200 bps hurdle) | 80% | Pool funding based on YOY adjusted OI; Committee may adjust for significant items | Aon achieved adjusted OI of $4,939m; Simon earned 106% of target ($850,000) | Paid 65% cash/35% RSUs; RSUs vest over 3 years |
| People & Culture (firm‑wide goals) | 20% | Leveraged 0–200% based on goals met (wellbeing, inclusion, engagement, retention) | Incorporated into overall 106% payout for Simon | Same as above |
Grants of plan‑based awards in 2024 (PSUs):
| Grant | Threshold (#) | Target (#) | Maximum (#) | Grant date fair value |
|---|---|---|---|---|
| 3x3 Performance Plan PSUs (3/21/2024) | 2,186 | 4,371 | 8,742 | $582,785 |
| LPP 19 PSUs (3/21/2024) | 3,063 | 6,125 | 12,250 | $1,959,878 |
Long‑term plan design and vesting:
- LPP PSUs: three‑year performance on cumulative adjusted diluted EPS; 0–200% payout; LPP 19 (2024–2026) expected to settle in 2027; LPP 17 (2022–2024) settled in early 2025 at above‑target (adjusted EPS $42.12 vs $39.72 target; threshold $38.20) .
- 3x3PP PSUs: LPP‑like but also require a share price hurdle in addition to EPS; three‑year period; if hurdles not met, units forfeit .
Summary Compensation (2024):
| Component | Amount |
|---|---|
| Salary | $768,750 |
| Stock awards (RSUs/PSUs grant‑date value) | $2,542,663 |
| Non‑equity incentive plan (cash portion) | $552,500 |
| Change in deferred comp earnings (above‑market) | $4,085 |
| All other compensation | $579,074 |
| Total | $4,447,072 |
Equity Ownership & Alignment
Beneficial ownership (as of April 11, 2025):
| Shares beneficially owned | % of Class | Pledged? |
|---|---|---|
| 1,816 | <1% (216,034,583 shares outstanding) | None; pledging prohibited for executive officers |
Outstanding and unvested awards (12/31/2024):
| Award | Units | Market value |
|---|---|---|
| RSUs (11/15/2022; remaining tranche) | 1,970 | $707,545 |
| LPP PSUs (3/23/2023; 2023–2025) | 9,242 | $3,319,357 |
| LPP 19 PSUs (3/21/2024; 2024–2026) | 12,250 | $4,399,710 |
| 3x3PP PSUs (3/21/2024; 2024–2026) | 2,186 | $784,944 |
Vesting cadence and potential supply:
- RSUs: remaining 1,970 vest 11/15/2025 .
- LPP PSUs: 2023 grant performance period ends 12/31/2025; 2024 grant ends 12/31/2026; settle after certification the following year .
- 3x3PP PSUs: three‑year period ending 12/31/2026 with share price hurdle; threshold not yet satisfied as of 12/31/2024 disclosure .
Ownership guidelines and policies:
- Officer ownership guideline: 3x base salary for senior executives (CEO 6x); retain net shares until compliant; as of 12/31/2024, NEOs either met requirements or were excepted and progressing toward targets .
- Prohibitions on hedging (shorts, options, swaps) and pledging/margin for executive officers and directors .
- Clawback policy compliant with Dodd‑Frank/NYSE: recovers excess incentive‑based compensation from current/former executive officers for restatements within three years .
Deferred compensation:
| Plan | 2024 earnings | Year-end balance |
|---|---|---|
| Deferred Compensation Plan | $12,570 | $222,062 |
| Supplemental Savings Plan (company contribution) | $4,650 | $4,650 |
Employment Terms
Key terms:
- Employment status: At‑will; eligible for Combined Severance Plan .
- International assignment: Based primarily in London; monthly allowances (approx. housing $13,990; COLA $1,648); education support; tax equalization and gross‑ups; benefits recoupable if resigning to a direct competitor during or within 12 months post‑assignment .
- Sign‑on and buyouts (2022): $400,000 cash with repayment terms; $1,725,000 RSUs vesting 1/3 annually over three years .
- Clawback: Company policy as noted above .
Potential payments upon termination/change in control (as of 12/31/2024):
| Scenario | Cash | Accelerated share vesting | Other benefits | Total |
|---|---|---|---|---|
| Involuntary without cause | $800,000 | $1,199,475 | — | $1,999,475 |
| Resignation for good reason | $800,000 | $1,199,475 | — | $1,999,475 |
| Death | — | $6,136,967 | — | $6,136,967 |
| Disability | — | $6,136,967 | — | $6,136,967 |
| Qualifying termination after change in control | $1,600,000 | $6,136,967 | $87,494 | $7,824,461 |
Compensation Structure Notes and Peer Benchmarking
- For NEOs other than the CEO and excluding the retiring CFO, performance‑based pay comprised 73%–89% of total direct compensation in 2024, consistent with Aon’s pay‑for‑performance philosophy .
- Aon benchmarks pay to a stable peer group including Accenture, ADP, Marsh & McLennan, Willis Towers Watson, S&P Global, BlackRock, Fiserv and others; the group targets comparable size and global scope .
Investment Implications
- Pay-for-performance and retention: Simon’s incentives are heavily equity‑based via multi‑year PSUs (LPP/3x3PP) with three‑year performance periods and challenging EPS/share‑price hurdles, enhancing alignment and creating retention hooks through 2025–2027 .
- Near-term supply dynamics: One RSU tranche (1,970 shares) vests on 11/15/2025; 2023 LPP cycle may settle after 2025 year‑end subject to EPS certification, and 2024 cycles in 2027, which could introduce episodic selling pressure around settlement windows .
- Alignment/hedging risk: Beneficial ownership is modest at 1,816 shares (<1% of outstanding), but Aon’s strict no‑hedging/no‑pledging policies and 3x‑salary ownership guideline mitigate misalignment/hedging risk; NEOs are either compliant or progressing under exceptions as of 12/31/2024 .
- Downside protection/severance: Severance is moderate relative to peers (1x salary post CIC; accelerated vesting significant driver of value), which tempers windfalls but still supports retention .
- Program credibility: 2024 incentive pool tied 80% to adjusted OI with a clear baseline and hurdle; LPP 17 settled above target (adjusted EPS $42.12 vs $39.72 target), reinforcing the link between realized pay and multi‑year performance .
Note: Say‑on‑pay remains advisory; the Compensation Committee reviews outcomes annually as part of program oversight .