Sarah E. Smith
AonAbout Sarah E. Smith
Independent director of Aon plc since 2023; age 66. Former Goldman Sachs Management Committee member who served as Controller and Chief Accounting Officer until 2017, Chief Compliance Officer from 2017–2020, and Senior Advisor through 2021. Early career in KPMG’s National and Audit practices (London and New York) and finance roles at Bristol‑Myers Squibb. Education: City of London University (Dip. Acc), Fellow of the Institute of Chartered Accountants in England and Wales; trustee of the Financial Accounting Foundation since September 2020 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Controller & Chief Accounting Officer; later Chief Compliance Officer; then Senior Advisor | Controller/CAO through 2017; CCO 2017–2020; Senior Advisor 2020–2021 | Elevated financial literacy; risk management and compliance oversight |
| KPMG | National and Audit practices (London and New York) | Not disclosed | Accounting, audit, controls |
| Bristol‑Myers Squibb | Finance roles | Not disclosed | Corporate finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nuveen Churchill Private Capital Income Fund | Trustee (public company) | Current | Current public board service |
| Financial Accounting Foundation | Board of Trustees | Since Sept 2020 | Standard‑setting governance |
| Klarna Bank A.B. | Board member (private) | Current | Private company role |
| Via Transportation | Board member (private) | Current | Private company role |
Board Governance
- Independence: Board determined all nominees other than the CEO are independent; Sarah Smith is independent .
- Committee assignments: Finance Committee; Inclusion & Wellbeing Sub‑Committee .
- Committee oversight scope:
- Finance Committee: balance sheet and capital structure; M&A and corporate financing; treasury and FX/derivatives; benefit plan investments; insurance programs; met 5 times in 2024 .
- Inclusion & Wellbeing Sub‑Committee: oversees inclusion/wellbeing strategy, policies, and progress; met 4 times in 2024 .
- Attendance: The Board met five times in 2024 and all nominees who served attended at least 75% of Board and committee meetings for their service periods .
- AGM attendance: Directors are expected to attend; 11 of 12 then‑serving directors attended the 2024 AGM (one absent due to a pre‑existing conflict) .
- Governance practices: Independent Chair; regular executive sessions; director overboarding limits; majority voting standard; robust director/share ownership guidelines; prohibitions on hedging/pledging by directors .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $145,000 | Non‑management director cash paid quarterly |
| Committee Chair Fees | $0 | Smith did not chair a committee; Chair fees are $30,000 ($35,000 for Audit) if applicable |
| All Other Compensation (Total) | $26,134 | Matching gift and tax equalization; see breakdown below |
Breakdown of “All Other Compensation” (2024):
- Matching Charitable Contribution: $10,000 (Aon Foundation match) .
- Estimated Tax Equalization: $16,134 (settlement under director tax equalization policy) .
Program limits and structure:
- Director compensation caps: Max annual cash+equity $600,000 for non‑chair; $900,000 for non‑executive Chair .
- Tax equalization caps: $150,000 for non‑chair; $250,000 for non‑executive Chair; other benefits cap $25,000 .
- Policy updated in 2024 to address double taxation in non‑Ireland jurisdictions; withholding and settlement occur via tax equalization process .
Performance Compensation
| Item | Status | Metric/Terms |
|---|---|---|
| Annual Equity Grant | $225,112 grant‑date fair value (fully vested shares) | Directors receive fully vested shares; number determined by grant value / closing price on grant date |
| Options/PSUs for Directors | None disclosed | Non‑management director equity is fully vested shares; no director PSUs/options |
| Performance Metrics Applied to Director Pay | None | No performance conditions for director equity; awards are not contingent on financial metrics |
Other Directorships & Interlocks
| Company | Relationship to Aon | Potential Interlock/Conflict |
|---|---|---|
| Nuveen Churchill Private Capital Income Fund (public) | External board | No Aon‑related person transactions disclosed involving Smith |
| Klarna Bank A.B. (private) | External board | No Aon‑related person transactions disclosed involving Smith |
| Via Transportation (private) | External board | No Aon‑related person transactions disclosed involving Smith |
| Financial Accounting Foundation (trustee) | Standard‑setting body | Governance/standards oversight; no related transactions disclosed |
Note: The proxy discloses related person transactions only for certain parties (e.g., Admiral Stavridis and a family member of an executive). It states there were no other related person transactions requiring disclosure since Jan 1, 2024, which implies none involving Smith .
Expertise & Qualifications
- Financial reporting and controls: Former Controller & Chief Accounting Officer at Goldman Sachs; elevates board financial literacy .
- Compliance and risk oversight: Former Chief Compliance Officer; enhances board’s risk management and compliance oversight .
- Capital markets and asset management perspective: Investment banking and asset management experience; informs strategy in professional and financial services .
- Professional accreditation: Fellow of ICAEW; accounting education (City of London University, Dip. Acc) .
Equity Ownership
| Metric | Value |
|---|---|
| Class A Ordinary Shares Beneficially Owned | 1,053 |
| % of Shares Outstanding | <1% (asterisk designation) |
| Trust‑Held Shares (included above) | 13 |
| Pledged Shares | None; no director/exec pledging permitted under policy |
| Director Ownership Guideline | 5× annual director retainer; retain shares until guideline met |
| Compliance Status (2024) | All non‑management directors in compliance |
Governance Assessment
- Board effectiveness: Smith’s Finance Committee role positions her within oversight of capital structure, M&A, treasury, and benefit plans; Inclusion & Wellbeing role supports human capital oversight—both align with investor priorities on risk, capital and workforce governance .
- Independence and attendance: Independent; met the Board’s ≥75% attendance threshold for 2024 service periods, supporting engagement and oversight quality .
- Alignment and policies: In‑place director ownership guideline (5× retainer) and compliance; strict prohibitions on hedging/pledging; majority voting for directors—collectively supportive of shareholder alignment and accountability .
- Compensation optics: Standard mix of fixed cash retainer and fully‑vested share grant; tax equalization component ($16,134 in 2024) is policy‑based for cross‑jurisdiction taxation and within program limits, presenting low governance risk .
- Conflicts/related‑party exposure: No related person transactions disclosed involving Smith; proxy reports no other RPTs requiring disclosure beyond named cases .
- Investor sentiment context: 2024 say‑on‑pay passed at ~68.8%, prompting enhanced compensation disclosures and engagement with holders of ~42% of outstanding shares; while executive pay‑focused, it signals board responsiveness to investor feedback .