01—Abstract
Summary
Summary of the 8-K filed January 2, 2026. Cited figures are marked; the original filing is the authoritative source.
Aon plc (AON) has filed an 8-K report detailing an Amended and Restated Employment Agreement with its President and CEO, Gregory C.
Case. This agreement extends Mr. Case's tenure through December 31, 2030, ensuring leadership continuity. Key changes include an increase in his annual base salary to $1,750,000a and continued eligibility for a target bonus of at least 250% of base salary.
The agreement also provides for Mr. Case's nomination for re-election to the Board of Directors throughout the term. Crucially, Mr. Case will receive a significant long-term incentive award in the form of performance share units (PSUs) with a target value of $50 millionb.
The vesting of these PSUs is tied to specific performance metrics, including organic revenue growth, adjusted operating margin, and free cash flow over a five-year period. The award also includes a provision that caps the earned units at 100%c of the target if Aon's absolute Total Shareholder Return (TSR) is negative over the performance period, aligning executive compensation with shareholder value.
02—Key points
Key Highlights
- CEO Gregory C. Case's employment extended to December 31, 2030.
- Annual base salary increased to $1,750,000.
- CEO eligible for target bonus of not less than 250% of base salary.
- CEO to be nominated for re-election to the Board of Directors throughout the term.
- CEO to receive $50 million in performance share units (PSUs) as long-term incentive compensation.
- PSU vesting is contingent on organic revenue growth, adjusted operating margin, and free cash flow targets over five years (Jan 1, 2026 - Dec 31, 2030).
- PSU payout capped at 100% of target if Aon's absolute TSR is negative over the performance period.
03—Questions
Frequently Asked Questions
What is the duration of the new employment agreement with Gregory C. Case?
The Amended and Restated Employment Agreement for Gregory C. Case has been extended and is set to expire on December 31, 2030, unless terminated earlier according to its terms. This provides for leadership stability through the end of the decade.
What is the new salary and bonus structure for the CEO?
Mr. Case's annual base salary will increase to $1,750,000. He will continue to be eligible for a target bonus of not less than 250% of his base salary. The actual bonus amount will be determined at the discretion of the Board's independent directors.
What are the key performance metrics for the $50 million performance share unit grant?
The $50 million performance share unit grant is tied to achieving organic revenue growth, adjusted operating margin, and free cash flow performance goals over a five-year period starting January 1, 2026. The number of units earned will range from 0% to 200% of the target, subject to these performance metrics and Mr. Case's continued service.
Are there any conditions that could limit the payout of the CEO's performance share units?
Yes, the performance share unit award has a specific condition: the number of earned units will be capped at 100% of the target value if Aon's absolute Total Shareholder Return (TSR) is negative over the five-year performance period. This links a portion of the executive's long-term compensation to overall shareholder performance.
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