Richard C. Notebaert
AonAbout Richard C. Notebaert
Richard C. Notebaert, age 77, has served on Aon’s Board since 1998 and is an independent director. He chairs the Organization and Compensation Committee and serves on the Executive, Finance, Governance/Nominating, and Inclusion & Wellbeing Sub-Committee, bringing extensive CEO experience from large communications companies; education is not disclosed in the 2025 proxy. His background emphasizes global operations, technology/innovation, strategic planning, and governance, with prior board leadership at major companies and the University of Notre Dame.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qwest Communications International Inc. | Chairman & CEO | Jun 2002 – Aug 2007 | Led a leading broadband internet-based data, voice, image communications firm; contributed substantial management expertise in global operations, technology/innovation, strategic planning. |
| Tellabs, Inc. | President & CEO; Director | Aug 2000 – Jun 2002 (CEO); Apr 2000 – Jun 2002 (Director) | Oversaw telecom equipment strategy and operations for global service provider customers. |
| Ameritech Corporation | Chairman & CEO; previously Vice Chair; President & COO | CEO: Jan 1994 – 1999; Vice Chair: Jan 1993; President & COO: Jun 1993 | Led a full-service communications company; deep executive leadership across Ameritech since 1983. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Notre Dame | Trustee Emeritus; previously Chairman, Board of Trustees | Not disclosed | Higher-education governance; broad oversight experience. |
| American Electric Power | Director (prior) | Not disclosed | Prior public company board service. |
| Cardinal Health, Inc. | Director (prior) | Not disclosed | Prior public company board service. |
| Current other public boards | None | — | No current public company directorships listed. |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board has determined all nominees other than CEO are independent. |
| Committee Memberships | Executive Committee; Finance Committee; Governance/Nominating Committee; Inclusion & Wellbeing Sub-Committee; Chair of Organization & Compensation Committee. |
| Committee Responsibilities (summary) | Compensation Committee: oversees executive and director compensation; incentive and equity plans; benefit plan governance; compensation disclosures. Executive Committee: empowered to act when Board not in session. Finance Committee: capital structure, M&A, financing, treasury, benefit plan investments, insurance programs. Governance/Nominating: board composition, committee structuring, evaluations, related-party transactions, ownership guidelines. Inclusion & Wellbeing Sub-Committee: oversight of inclusion and wellbeing strategies. |
| 2024 Meeting Cadence | Board: 5; Compensation Committee: 6; Finance Committee: 5; Inclusion & Wellbeing Sub-Committee: 4. (Audit Committee met 9; Governance/Nominating met 5.) |
| Attendance | All nominees who served in 2024 attended at least 75% of Board and committee meetings on which they served; directors are expected to attend the AGM (11 of 12 did in 2024). |
| Executive Sessions & Leadership | Independent Non-Executive Chair (Lester B. Knight) chairs executive sessions; CEO and Chair roles separated. |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $175,000 | Program specifies $145,000 annual cash retainer plus $30,000 for most committee chairs ($35,000 for Audit); Notebaert’s cash reflects base plus Compensation Committee chair retainer. |
| Equity (fully vested shares) | $225,112 | Program annual grant $225,000 for each non-management director; number of shares set by grant-date closing price. |
| Other Compensation | $10,000 | Aon Foundation matching contribution (Directors Matching Gift Program). |
| Total | $410,112 | Director compensation is subject to program limits: max annual cash+equity $600,000 (non-chair); tax equalization limits apply but not used by Notebaert in 2024. |
Program features (for context):
- Cash retainer $145,000; committee chair retainer $30,000 (non-Audit) / $35,000 (Audit); non-executive Chair receives additional $225,000 equity grant; 2025 values unchanged.
- Tax equalization policy updated in 2024 for double-taxation scenarios outside Ireland; individual caps ($150k for directors; $250k for chair). Notebaert had $0 tax equalization in 2024; he received a $10,000 charitable match.
Performance Compensation (Comp Committee Oversight)
| Metric | Period | Target/Framework | Actual/Payout |
|---|---|---|---|
| Annual Incentive – Adjusted Operating Income growth (financial component, 80% weight) | FY 2024 | Baseline adjusted OI $4,223m; hurdle +200 bps YoY; min threshold 70% of baseline ($2,956m) to fund pool. | 2024 adjusted OI $4,939m → 115% performance factor (financial component). |
| Annual Incentive – People & Culture (20% weight; leveraged 0–200%) | FY 2024 | Goals: wellbeing, inclusion, engagement, retention; evaluated by Compensation Committee. | Determined at 125% performance factor. |
| Annual Incentive – Pool Funding Outcome | FY 2024 | Pool funded if min threshold achieved; formulaic application to pool. | Total incentive pool ~$15.9m, or 117% of target; individual awards set below full pool in some cases. |
| LPP 17 – Cumulative Adjusted Diluted EPS (PSUs) | 2022–2024 | Threshold $38.20 (50% payout); Target $39.72 (100%); Max $45.35 (200%). | Actual $42.12; payout 163.1% of target; adjustments for restructuring savings and NFP impact per plan. |
As Chair, Notebaert oversaw these designs and outcomes, including enhanced disclosure following 2024 say‑on‑pay feedback.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None listed for Notebaert. |
| Prior public company boards | American Electric Power; Cardinal Health, Inc. |
| Compensation Committee interlocks (2024) | None required to be disclosed; no members were officers/employees. |
Expertise & Qualifications
- Former Chairman/CEO across Qwest, Tellabs, and Ameritech; seasoned operator in telecom and large-scale technology environments.
- Brings substantial management expertise in global operations, technology/innovation, strategic planning, corporate governance, human capital, executive compensation, and risk oversight.
- Long-tenured Aon director (since 1998) with multi-committee leadership, including Chair of Compensation Committee.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged? |
|---|---|---|---|
| Richard C. Notebaert | 30,487 | * (less than 1%) | No; “No shares held by Aon’s directors or executive officers are pledged.” |
Ownership alignment policies:
- Director stock ownership guideline: 5× annual director retainer; all non-management directors were in compliance for 2024.
- Insider trading policy prohibits hedging, short sales, derivatives, and pledging/margin accounts for directors and executive officers.
Governance Assessment
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Strengths
- Independent, deeply experienced director with multi-committee roles and Chair of Compensation Committee; Board structure separates Chair and CEO with regular executive sessions.
- Transparent director pay: fixed cash/equity with modest charitable match; clear caps and chair retainer; no tax equalization usage by Notebaert in 2024.
- Robust alignment and risk controls: ownership guidelines; prohibition on hedging/pledging; clawback policy for Section 16 officers.
- No compensation committee interlocks; related-party transactions limited and disclosed (none involving Notebaert); Board reviews immaterial charitable links.
-
Watch items / RED FLAGS
- 2024 say‑on‑pay approval of 68.8% signaled investor concern about 2023 special one‑time PSU awards; as Compensation Chair, Notebaert led enhanced disclosures and a “go‑forward commitment” to use special awards infrequently with transparent rationales.
- Charitable connections: Board noted immaterial contributions where director/spouse is officer/director/trustee (includes Notebaert), but amounts below NYSE materiality thresholds were considered non‑impairing to independence.
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Implications
- Compensation governance appears responsive and risk‑aware; continued monitoring of say‑on‑pay outcomes and adherence to commitments regarding special awards will be important for investor confidence.
- Ownership alignment and prohibition policies reduce common director‑level red flags (hedging/pledging, overboarding, etc.).
Notes
- Director program elements (cash/equity retainers, chair fees, tax equalization policy) are disclosed at the program level; Notebaert’s 2024 compensation aligns with that structure (cash plus comp chair retainer, equity grant, matched charitable contribution).
- Education details are not provided in the 2025 proxy; prior experience and qualifications are comprehensively disclosed.