DEF 14A 1 a2231270zdef14a.htm DEF 14A

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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AON PLC

(Name of Registrant as Specified In Its Charter)

 

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Table of Contents

GRAPHIC


Table of Contents

  Table of Contents

 

Proxy Summary

    2  
 

Proposal 1—Resolutions Regarding the Re-election of Directors

    10  
 

Corporate Governance

    16  
 

Security Ownership of Directors and Executive Officers

    22  
 

Report of the Audit Committee

    23  
 

Principal Holdings of Voting Securities

    25  
 

Proposal 2—Advisory Resolution on Executive Compensation

    26  
 

Compensation Committee Report

    27  
 

Compensation Discussion and Analysis

    28  
 

Executive Compensation

    41  
 

Proposal 3—Advisory Resolution on the Frequency of Holding an Advisory Vote on Executive Compensation

    62  
 

Proposal 4—Resolution on Directors' Remuneration Policy

    63  
 

Proposal 5—Advisory Resolution on Directors' Remuneration Report

    64  
 

Proposal 6—Resolution to Receive the Company's Annual Report

    64  
 

Proposal 7—Resolution Ratifying the Appointment of Independent Registered Public Accounting Firm

    65  
 

Proposal 8—Resolution Re-appointing Ernst & Young UK as the Company's U.K. Statutory Auditor Under the Act

    65  
 

Proposal 9—Resolution to Authorize the Board to Determine the Company's U.K. Statutory Auditor's Remuneration

    66  
 

Proposal 10—Resolution to Approve Form of Share Repurchase Contracts and Repurchase Counterparties

    66  
 

Proposal 11—Resolution to Authorize the Board to Allot Equity Securities

    68  
 

Proposal 12—Special Resolution to Authorize the Board to Allot Equity Securities Without Pre-emptive Rights

    70  
 

Proposal 13—Resolution to Authorize the Company and Its Subsidiaries to Make Political Donations and Expenditures

    72  
 

Equity Compensation Plan Information

    74  
 

Certain Relationships and Related Transactions

    75  
 

Shareholders' Requests under Section 527 of the Act

    75  
 

Section 16(a) Beneficial Ownership Reporting Compliance

    76  
 

Shareholder Proposals for the 2018 Annual General Meeting

    76  
 

Incorporation by Reference

    76  
 

Other Matters

    76  
 

Disclosure Regarding Forward-Looking Statements

    76  
 

Questions and Answers About the 2017 Annual General Meeting and Voting

    79  
 

Shareholder Resolutions for the 2017 Annual General Meeting

    84  

Table of Contents

Notice of Annual General
Meeting of Shareholders

Friday, June 23, 2017   Latham & Watkins LLP
at 8:00 a.m., British Summer Time.   99 Bishopsgate
Registration begins at 7:00 a.m.   London EC2M 3XF
    United Kingdom
        

We are pleased to invite you to join our Board of Directors, senior leadership and other associates at the Aon plc Annual General Meeting of Shareholders.

Items of Business:

1.
Re-election and election (as appropriate) of 11 directors.

2.
Advisory resolution on the compensation of our named executive officers ("NEOs").

3.
Advisory resolution on the frequency of holding an advisory vote on the compensation of our NEOs.

4.
Approval of our directors' remuneration policy included in our directors' remuneration report contained in Appendix A to this proxy statement.

5.
Advisory resolution on the directors' remuneration report contained in Appendix A to this proxy statement.

6.
Receipt of our U.K. audited annual report and accounts and related directors' and auditor's reports for the year ended December 31, 2016 (the "Annual Report").

7.
Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm ("Ernst & Young US").

8.
Re-appoint Ernst & Young LLP as our U.K. statutory auditor ("Ernst & Young UK").

9.
Authorize the directors to determine the remuneration of Ernst & Young UK, in its capacity as our U.K. statutory auditor.

10.
Approval of form of share repurchase contracts and repurchase counterparties.

11.
Authorize our directors, in accordance with section 551 of the U.K. Companies Act 2006 (the "Act"), to exercise all powers of Aon plc (the "Company" or "Aon") to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company.
12.
Authorize our directors, in accordance with section 570 of the Act, to allot equity securities (as defined in section 560 of the Act) for cash without the rights of pre-emption provided by section 561 of the Act.

13.
Authorize the Company and its subsidiaries, in accordance with sections 366 and 367 of the Act, to make political donations and expenditures.

Who Can Vote:

Holders of Class A Ordinary Shares as at the close of business on April 25, 2017 can vote at the Aon plc Annual General Meeting of Shareholders scheduled for June 23, 2017 (the "Annual Meeting"). Your vote is important. Please vote your shares by mail, over the Internet, or by telephone as soon as possible, or in person at the Annual Meeting.

How to Vote:

Holders of Class A Ordinary Shares may vote by mail, over the Internet, by telephone, or in person at the Annual Meeting. See "Questions and Answers About the 2017 Annual General Meeting and Voting—How do I vote?" on page 80 of the proxy statement.

Attending the Annual Meeting:

Shareholders who wish to attend the Annual Meeting in person should review page 83.

Date of Mailing:

This notice and proxy statement is being mailed or made available to shareholders on or about May 5, 2017.

We urge you to read the attached proxy statement for additional information concerning the matters to be considered at the Annual Meeting.

By Order of the Board of Directors,

GRAPHIC

Peter Lieb
Company Secretary
April 28, 2017

2017 Aon Proxy Statement

 

1


Table of Contents

Proxy Summary

        The following summary highlights information
        contained elsewhere in this proxy statement.
        This summary does not contain all of the
        information that you should consider, and
        you should read the entire proxy statement
        before voting. For more complete information
        regarding the Company's 2016 performance,
        please review the Company's Annual Report on
        Form 10-K for the year ended December 31, 2016.

2

 

2017 Aon Proxy Statement


Table of Contents

Voting Matters

Shareholders are being asked to vote on the following matters at the Annual Meeting:

    ​Our Board's
Recommendation
  
Proposal 1. Resolutions Regarding the Re-election and Election of Directors (page 84)   FOR each nominee
The Board of Directors (the "Board") and the Governance/Nominating Committee of the Board believe that the eleven nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company's management.    

Proposal 2. Advisory Resolution on Executive Compensation (page 84)

 

FOR
The Company seeks a non-binding advisory vote from its shareholders to approve the compensation of its NEOs as described in this proxy statement. The Board values shareholders' opinions, and the Organization and Compensation Committee of the Board will take into account the outcome of the advisory vote when considering future executive compensation.    

Proposal 3. Advisory Resolution on the Frequency of Holding an Advisory Vote on Executive Compensation (page 84)

 

EVERY ONE YEAR
The Company seeks a non-binding advisory vote from its shareholders on whether the Company should hold its advisory resolution on executive compensation every one, two, or three years.    

Proposal 4. Resolution on Directors' Remuneration Policy (page 84)

 

FOR
The Company seeks approval of its directors' remuneration policy contained in the directors' remuneration report as set forth in Appendix A to this proxy statement. Any remuneration paid to our directors must be consistent with a shareholder approved policy.    

Proposal 5. Advisory Resolution on Directors' Remuneration Report (page 84)

 

FOR
The Company seeks a non-binding advisory vote from its shareholders to approve the directors' remuneration report as set forth in Appendix A to this proxy statement. The Board values shareholders' opinions, and the Organization and Compensation Committee of the Board will take into account the outcome of the advisory vote when considering future management director and non-management director compensation.    

Proposal 6. Resolution to Receive the Company's Annual Report (page 84)

 

FOR
The Board is required to present the Company's Annual Report at the Annual Meeting.    

Proposal 7. Resolution Ratifying the Appointment of Independent Registered Public Accounting Firm (page 84)

 

FOR
The Board and the Audit Committee of the Board believe that the continued retention of Ernst & Young US to serve as our independent registered accounting firm for the fiscal year ending December 31, 2017 is in the best interests of the Company and its shareholders. As a matter of good corporate governance, shareholders are being asked to ratify the Audit Committee's selection of Ernst & Young US as the Company's independent registered accounting firm.    

Proposal 8. Resolution Re-Appointing Ernst & Young UK as the Company's U.K. Statutory Auditor Under the Act (page 85)

 

FOR
The Board and the Audit Committee of the Board believe that the continued retention of Ernst & Young UK to serve as our U.K. statutory auditor for the fiscal year ending December 31, 2017 and until the conclusion of the next annual general meeting of the Company at which accounts are laid, is in the best interests of the Company and its shareholders. If this proposal does not receive the affirmative vote of the holders of a majority of the shares entitled to vote and present in person or represented by proxy at the Annual Meeting, the Board may appoint an auditor to fill the vacancy.    

2017 Aon Proxy Statement

 

3


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Voting Matters (continued)


Proposal 9. Resolution to Authorize the Directors to Determine the Company's U.K. Statutory Auditor's Remuneration (page 85)

 

FOR
The remuneration of our U.K. statutory auditor must be fixed in a general meeting or in such manner as may be determined in a general meeting. We are asking our shareholders to authorize the Board to determine Ernst & Young UK's remuneration as our U.K. statutory auditor. It is proposed that the Board would delegate the authority to determine the remuneration of the U.K. statutory auditor to the Audit Committee of the Board in accordance with the Board's procedures and applicable law.    

Proposal 10. Resolution to Approve Form of Share Repurchase Contracts and Repurchase Counterparties (page 85)

 

FOR
Under the Act, we may only repurchase our Class A Ordinary Shares in accordance with specific procedures for "off market purchases" of such shares. This is because, and solely for the purposes of the Act, any repurchase of our Class A Ordinary Shares through the New York Stock Exchange (the "NYSE") constitutes an "off market" transaction. As such, these repurchases may only be made pursuant to a form of share repurchase contract which has been approved by our shareholders. In addition, we must only conduct share repurchases through counterparties approved by our shareholders. The Company seeks the approval for two forms of share repurchase contract as set forth in Appendix B and Appendix C.    

Proposal 11. Resolution to Authorize the Board to Allot Equity Securities (page 85)

 

FOR
The ordinary resolution proposed in Proposal 11 is required periodically under the Act and is customary for public limited companies incorporated under the laws of England and Wales. We propose that our shareholders authorize our directors to generally and unconditionally, subject to the provisions of our Articles of Association (the "Articles") and the Act, exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company (1) up to an aggregate nominal amount of US$866,000; and (2) up to a further aggregate nominal amount of US$866,000 of equity securities by way of a rights issue, provided that our directors shall be authorized to make an offer or agreement which would or might require shares to be allotted, or rights to subscribe for or convert any security into shares in the Company to be granted, after expiry of this authority and the directors may allot shares and grant rights in pursuance of that offer or agreement as if this authority had not expired.    

Proposal 12. Special Resolution to Authorize the Board to Allot Equity Securities Without Pre-emptive Rights (page 85)

 

FOR
The special resolution proposed in Proposal 12 is required periodically under the Act and is customary for public limited companies incorporated under the laws of England and Wales. The Company proposes that, subject to the passing of the resolution included in Proposal 11, our directors be generally empowered to allot equity securities pursuant to the authority conferred by Proposal 11 for cash, free of the restrictions in section 561 of the Act. This resolution would give the directors the ability to raise additional capital by selling Class A Ordinary Shares for cash or conduct a rights issue without first offering them to existing shareholders in proportion to their existing shareholdings.    

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2017 Aon Proxy Statement


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Voting Matters (continued)

Proposal 13. Resolution to Authorize the Company and Its Subsidiaries to Make Political Donations and Expenditures (page 86)   FOR
The resolution proposed in Proposal 13 is customary for public limited companies incorporated under the laws of England and Wales. The Company proposes that the Company and all its subsidiaries be generally and unconditionally authorized for the purposes of sections 366 and 367 of the Act, in accordance with section 366 of the Act, to (1) make political donations to political parties or independent election candidates not exceeding $150,000 in aggregate; (2) make political donations to political organizations other than political parties not exceeding $150,000 in aggregate; and (3) incur political expenditures not exceeding $150,000 in aggregate; during the period beginning on the date of the passing of this resolution and expiring at the next annual general meeting of the Company. The Company maintains a policy prohibiting donations to political organizations or from incurring other political expenditures, and our directors have no intention of changing that policy.    

Certain Proposals Mandated
by English Law

Certain proposals on which you are being asked to vote are customary or required for public limited companies incorporated in England and Wales to present to shareholders at each annual general meeting. These proposals may be unfamiliar to shareholders accustomed to proxy statements for companies organized in other jurisdictions. Specifically, proposals 4 through 6, as well as proposals 8 through 13, are customary proposals, and may be mandated by English law. Similar proposals were presented to shareholders and approved at prior annual general meetings.

2017 Aon Proxy Statement

 

5


Table of Contents

Corporate Governance Highlights

Aon's commitment to good corporate governance is integral to our business. Highlights of our strong corporate governance practices include:

CHECKMARK

Annual election of directors



CHECKMARK

Separation of Board Chairman and CEO functions

 

CHECKMARK

Strong Board oversight of risk management programs

CHECKMARK

10 of 11 directors are independent

 

CHECKMARK

Directors elected by a majority of votes cast in an uncontested election



CHECKMARK

Incentive-based compensation programs linked to performance

CHECKMARK

Regular executive sessions of the Board and its committees



CHECKMARK

Shareholder ability to call a special meeting

 

CHECKMARK

Robust share ownership guidelines for directors and senior executives

Director Nominees

Director
Committee Membership(1)
Other
Name
Age
Since
A
OC
GN
E
F
C
Boards(2)
Lester B. Knight* 58 1999     C C     0
Gregory C. Case 54 2005 X 1
Jin-Yong Cai* 57 2016   X     X   0
Fulvio Conti* 69 2008 X X X C 0
Cheryl A. Francis* 63 2010   X     X   2
J. Michael Losh* 70 2003 C X X X 3
Robert S. Morrison* 75 2000   X         1
Richard B. Myers* 75 2006 X X X 2
Richard C. Notebaert* 69 1998   C X X X   1
Gloria Santona* 66 2004 X X C 0
Carolyn Y. Woo* 63 1998 X X       X 1

*Independent DirectorC = Chair X = Member

1. A = Audit Committee; OC = Organization and Compensation Committee; GN = Governance/Nominating Committee; E = Executive Committee; F = Finance Committee; C = Compliance Sub-Committee

2. Number of other public company boards on which the director sits.

6

 

2017 Aon Proxy Statement


Table of Contents

2016 Company Performance Highlights

In 2016, we delivered positive performance across each of our key metrics, highlighted by growth across every major business, record adjusted operating margins in both segments, and record free cash flow. We continued to execute on our goals of strategically investing in client-serving capabilities and long-term growth opportunities across our portfolio, managing expenses and effectively allocating capital to the highest return. Further, we returned approximately $1.6 billion of capital to shareholders in 2016 through share repurchase and dividends, with an additional $0.9 billion spent on attractive acquisitions, highlighting our strong cash flow generation and effective allocation of capital.

We believe we are strongly positioned for continued long-term value creation through further

improvements in operating performance and strong free cash flow generation coupled with significant financial flexibility.

In assessing our performance, we focus on four non-GAAP metrics that we communicate to shareholders: organic growth, expansion of adjusted operating margins, increase in adjusted diluted earnings per share, and increased free cash flow. These non-GAAP metrics should be viewed in addition to, not instead of, our consolidated financial statements and notes thereto. A reconciliation of these non-GAAP metrics is set forth in Appendix D of this proxy statement.

The following is our measure of performance against these four Non-GAAP metrics and their comparable GAAP metrics for 2016:

0% Total Revenue Growth; 3% Organic Segment Revenue Growth

16.4% Operating Margin; 20.8% Adjusted Operating Margin, an increase of 80 basis points year-over-year

$5.16 Earnings Per Share; $6.59 Adjusted Diluted Earnings Per Share, an increase of 7% year-over-year

$2.3B Cash flow from Operations; $2.1B Free Cash Flow, an increase of 22% year-over-year

2017 Aon Proxy Statement

 

7


Table of Contents

2016 Executive
Compensation Highlights

Leadership Performance Program. In early 2017, we settled performance share units granted to our NEOs in 2014 under our ninth Leadership Performance Program ("LPP") cycle. The settlement of those units in Class A Ordinary Shares was contingent upon achieving adjusted earnings per share of at least $15.11 (threshold performance) over the performance period from January 1, 2014 to December 31, 2016, and reflects achievement of adjusted earnings per share of $18.29, which exceeded the target earnings per share of $16.11, as well as the stretch target earnings per share of $17.31. Also in 2016, we granted performance share units under the eleventh cycle of our LPP to each of our NEOs, which are expected to be settled in 2019 contingent upon the Company's adjusted earnings per share performance over the January 1, 2016 to December 31, 2018 performance period.

Annual Incentive Compensation. Annual incentive bonuses for 2016 were paid to our NEOs (other than Mr. McGill, who separated from the Company in January 2017) in early 2017 following the Company's achievement of adjusted operating income of $2,418 million. Actual incentive bonuses paid to our NEOs reflected our application of the incentive pool funding guidelines adopted by the Organization and Compensation Committee of the Board (the "Compensation Committee") (which are based on a comparison of current year adjusted operating income results against the prior year), as well as the Compensation Committee's evaluation of each NEO's contributions to our business and financial results, delivery of key strategic initiatives, and personal leadership qualities. Once determined, annual incentives to our NEOs were paid 65% in the form of cash and 35% in the form of time-vested restricted stock units in order to provide value to our executives that is tied to the long-term performance of the Company (except with respect to Mr. McGill, who did not receive an annual incentive bonus for 2016 in connection

with his separation from the Company in January 2017, and Ms. Savacool, who received her annual incentive award for 2016 entirely in cash in consideration of her significant contributions towards the sale of our benefits administration and HR business process outsourcing platform ("Project Tempo")). The annual incentive awards are described in more detail in the section captioned "Compensation Discussion and Analysis" below.

No NEO Base Salary or Target Annual Incentive Adjustments. In 2016, we made no adjustments to the base salary rates or target annual incentives for our NEOs.

Termination of NEO Change in Control Agreements. In April 2016, in accordance with notices delivered to our NEOs (other than Mr. Case) in December 2015, the individual change in control severance agreements with those NEOs were terminated. Effective April 5, 2016, those NEOs are now subject to our Executive Committee Severance and Change in Control Plan (the "Combined Severance Plan"), which provides severance benefits and change in control severance benefits upon certain qualifying terminations to members of the Company's management executive committee (but only to the extent that such individual is not party to an individual agreement offering such benefits). While each NEO is currently party to an employment agreement providing severance benefits (other than Mr. McGill), our NEOs (other than Mr. Case, who has his own individual change in control severance agreement, and Mr. McGill) are now eligible for change in control severance benefits under the Combined Severance Plan. Our goal in adopting the Combined Severance Plan and terminating the individual change in control severance agreements with each NEO other than Mr. Case was to further enhance the consistency and transparency of our overall executive compensation program.

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2017 Aon Proxy Statement


Table of Contents

Compensation-Related Corporate
Governance Best Practices

Our compensation philosophy and related governance features are complemented by several policies and practices designed to align our executive compensation program with the long-term interests of our shareholders, including the following:

CHECKMARK

Robust share ownership guidelines for executive officers and directors



CHECKMARK

Clawback policy in the event of financial restatements and/or fraud

 

CHECKMARK

Annual say-on-pay vote for shareholders

CHECKMARK

Robust annual risk assessment of executive compensation programs, policies and practices

 

CHECKMARK

Independent compensation consultant advises Organization and Compensation Committee



CHECKMARK

Prohibition on hedging and pledging transactions by executive officers and directors

CHECKMARK

Performance-based pay designed for maximum tax deductibility



CHECKMARK

No dividends or dividend equivalents on unvested performance share awards

 

CHECKMARK

Effective balance between differentiated short-term and long-term performance factors and incentives

2017 Aon Proxy Statement

 

9


Table of Contents

Proposal 1—Resolutions Regarding the
Re-election of Directors

The Board of Directors unanimously recommends that shareholders vote
"FOR" each nominee to serve as director.

What am I voting on?

One of the current members of our Board, who has been appointed by the Board to act as a director of the Company since the annual general meeting of the Company held in 2016 (Jin-Yong Cai), is standing for election at the Annual Meeting, and the remaining ten current members of our Board are standing for re-election, in each case for a one-year term.

The Governance/Nominating Committee of the Board (the "Governance/Nominating Committee") has recommended to the Board that each director be nominated. With respect to Mr. Case, his employment agreement provides that he will be nominated for election as a director at each annual meeting of shareholders during the period of his employment. All nominees for director have consented to be named and have agreed to serve as directors if elected or re-elected (as appropriate). We have no reason to believe that any of the nominees will not be available to serve as a director. However, if any nominee should become unavailable to serve for any reason, the proxies may be voted for such substitute nominees as may be designated by the Board.

The term of each director expires at the next annual general meeting of shareholders, and each director will continue in office until the election and qualification of his or her respective successor or until his or her earlier death, removal or resignation. Consistent with the terms of the Articles, the Board currently is authorized to have up to twenty-one members and the number of directors was most recently set by the Board at eleven. Proxies cannot be voted for a greater number of directors than the eleven nominees as identified in this proxy statement.

Each of the eleven nominees for director will be elected by the vote of a majority of the votes cast with respect to such nominee. A shareholder may: (i) vote for the election of a nominee; (ii) vote against the election of a nominee; or (iii) abstain from voting for a nominee. Unless a proxy contains instructions to the contrary, it is assumed that the proxy will be voted "FOR" the re-election and election (as appropriate) of each nominee named on the following pages. The form of shareholder resolution for this proposal is set forth under the heading "Shareholder Resolutions for 2017 Annual General Meeting" on page 84 of this proxy statement.

Aon values a number of attributes and criteria when identifying nominees to serve as a director, including professional background, expertise, reputation for integrity, business, financial and management experience, leadership capabilities and diversity. In addition to the specific experience and qualifications set forth below, we believe all of the nominees are individuals with a reputation for integrity, demonstrate strong leadership capabilities, and are able to work collaboratively to make contributions to the Board and management.

Set forth on the following pages is biographical and other background information concerning each nominee for director. This information includes each nominee's principal occupation as well as a discussion of the specific experience, qualifications, attributes, and skills of each nominee that led to the Board's conclusion that each nominee should serve as a director. In addition, set forth below is the period during which each nominee has served as a director of Aon, including service as a director of Aon plc's predecessor, Aon Corporation. The information presented below has been confirmed by each nominee for purposes of its inclusion in this proxy statement.

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2017 Aon Proxy Statement


Table of Contents

Bios

PHOTO


Lester B. Knight
Director since 1999
Age: 58

Committees:

Executive Committee
(Chair)

Governance/
Nominating Committee
(Chair)

 
Mr. Knight is a Founding Partner of RoundTable Healthcare Partners and the former Vice Chairman and a director of Cardinal Health, Inc., a diversified healthcare service company. Mr. Knight was Chairman of the Board and Chief Executive Officer of Allegiance Corporation from 1996 until February 1999, and had been with Baxter International, Inc. from 1981 until 1996 where he served as Corporate Vice President from 1990, Executive Vice President from 1992, and as a director from 1995. Mr. Knight became Chairman of the Board of Directors of Aon in August 2008. He is a director of NorthShore University HealthSystem and Junior Achievement of Chicago, a Trustee of Northwestern University and a member of the Civic Committee of The Commercial Club of Chicago.

The Board concluded that Mr. Knight should continue to serve as a director of Aon due to his experience as the founder of a private equity firm focused on investing in the healthcare industry, his executive background at several leading healthcare companies and his financial and investment experience. Mr. Knight's career in positions of executive and management leadership provides the Board and the Company with management expertise and experience in oversight.


 

 

 
PHOTO


Gregory C. Case
Director since 2005
Age: 54

Committees:

Executive Committee

 
Mr. Case was elected President, Chief Executive Officer and director of Aon on April 4, 2005. Prior to joining Aon, Mr. Case was with McKinsey & Company, the international management consulting firm, for 17 years, most recently serving as head of the Financial Services Practice. He previously was responsible for McKinsey's Global Insurance Practice, and was a member of McKinsey's governing Shareholders' Committee. Prior to joining McKinsey, Mr. Case was with the investment banking firm of Piper, Jaffray and Hopwood and the Federal Reserve Bank of Kansas City. Mr. Case is a director of Discover Financial Services.

The Board concluded that Mr. Case should continue to serve as a director of Aon due to his role as President and Chief Executive Officer of Aon, including his day-to-day leadership and intimate knowledge of Aon's business and operations, and his background as a management consultant, including in the global insurance and financial services areas.


 

 

 
PHOTO


Jin-Yong Cai
Director since 2016
Age: 57

Committees:

Finance Committee

Organization and
Compensation
Committee

 
Mr. Cai is currently a Partner at TPG Capital, L.P, a global private equity investment firm. Until recently, Mr. Cai was the Chief Executive Officer of the International Finance Corporation, a member of the World Bank Group and the largest global development institution focused on private sector development. Before the International Finance Corporation, Mr. Cai worked in the financial services industry for nearly two decades, including 12 years with Goldman Sachs Group, as a partner and its top executive in China. He began his career at the World Bank Group.

The Board concluded that Mr. Cai should continue to serve as a director of Aon due to his experience in global finance and international business, particularly in the Asian Pacific region. Mr. Cai's increased level of financial literacy and extensive background with international finance and global management provide valuable perspective and knowledge relating to financial risk and risks related to the Company's international activities.

2017 Aon Proxy Statement

 

11

Table of Contents

        
PHOTO


Fulvio Conti
Director since 2008
Age: 69

Committees:

Finance Committee
(Chair)

Audit Committee

Executive Committee

Governance/
Nominating Committee

 
Mr. Conti most recently served as Chief Executive Officer and General Manager of Enel SpA, Italy's largest power company, a position he had held from May 2005 to May 2014. From 1999 until his appointment as Chief Executive Officer and General Manager, he served as Chief Financial Officer of Enel. Mr. Conti previously served as a non-executive director of Barclays plc/Barclays Bank plc and RCS Mediagroup. Mr. Conti has a financial career spanning over 40 years, and has held the role of Chief Financial Officer for various private and government-owned entities in Italy and other countries. Mr. Conti served as a director of the National Academy of Santa Cecilia for many years and stepped down from his position in March 2014. In May 2009, he was appointed "Cavaliere del Lavoro" of the Italian Republic and in December of that year he became "Officier de la Légion d'Honneur" of the French Republic. In October 2011, Mr. Conti was appointed as a director of the Italian Institute of Technology. In April 2012, Mr. Conti was appointed Vice President of Confindustria and remained in that role until May 2014 when he stepped down.

The Board concluded that Mr. Conti should continue to serve as a director of Aon due to his background as a chief executive officer and chief financial officer of a large international energy company, his familiarity with international business and finance activities, particularly in the European Union, and his global financial and management experience. In addition, Mr. Conti's background as a chief financial officer of a multinational utility provides a knowledgeable resource on matters relating to financial reporting and treasury. This experience has also led the Board to determine that Mr. Conti is an "audit committee financial expert" as defined by the SEC.


 

 

 
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Cheryl A. Francis
Director since 2010
Age: 63

Committees:

Finance Committee

Organization and
Compensation
Committee

 
Ms. Francis served as Executive Vice President and Chief Financial Officer of R.R. Donnelley & Sons Co., a publicly-traded print media company, from 1995 until 2000. Since 2000, Ms. Francis has served as a business consultant and, since August 2008, as Co-Chairman of the Corporate Leadership Center. From 2002 until August 2008, she served as Vice Chairman of the Corporate Leadership Center. Prior to her role at R.R. Donnelley, Ms. Francis served on the management team of FMC Corporation and its subsidiary, FMC Gold, including serving as Chief Financial Officer of FMC Gold from 1987 through 1991, and Treasurer of FMC Corporation from 1993 through 1995. She was also an adjunct professor for the University of Chicago Graduate School of Business from 1991 through 1993. Ms. Francis currently serves as a director of HNI Corporation and Morningstar, Inc., and previously served as a director of Hewitt from 2002 until our acquisition of Hewitt on October 1, 2010.

The Board concluded that Ms. Francis should continue to serve as a director of Aon due to her background as a chief financial officer of a large publicly traded company, which provides the Board with an increased level of financial literacy. In addition, her role as a Board member of other public companies provides valuable perspective on matters of risk oversight and executive management. Finally, her knowledge of the business conducted by Hewitt is particularly useful in matters affecting Aon Hewitt.

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J. Michael Losh
Director since 2003
Age: 70

Committees:

Audit Committee
(Chair)

Executive Committee

Finance Committee

Governance/
Nominating Committee

 
From July 2004 to May 2005, Mr. Losh served as Interim Chief Financial Officer of Cardinal Health, Inc., a diversified healthcare service company. From 1994 until 2000, Mr. Losh served as Chief Financial Officer and Executive Vice President of General Motors Corporation. Mr. Losh spent 36 years in various capacities with General Motors, where he served as Chairman of GMAC, its financial services group, Group Vice President of North American Sales, Service and Marketing, and Vice President and General Manager of both its Oldsmobile Division and Pontiac Division. Mr. Losh currently serves as a director of Prologis, Inc., H.B. Fuller Corporation and Masco Corp., where he serves as non-executive chairman. He previously served as a director of Cardinal Health, Inc., CareFusion Corporation and TRW Automotive Corporation.

The Board concluded that Mr. Losh should continue to serve as a director of Aon due to his background as a chief financial officer of a large international automobile manufacturing company, which provides the Board with an increased level of financial literacy. In addition, his role as a board member of a variety of companies provides valuable perspective on matters of risk oversight and executive management. Mr. Losh's experience has also led the Board to determine that Mr. Losh is an "audit committee financial expert" as defined by the SEC.


 

 

 
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Robert S. Morrison
Director since 2000
Age: 75

Committees:

Organization and
Compensation
Committee

 
Mr. Morrison retired as Vice Chairman of PepsiCo, Inc. in February 2003 after serving in that role since August 2001. From 1997 until the 2001 merger with PepsiCo, he led The Quaker Oats Company as Chairman, President and Chief Executive Officer. Previously, he served as Chairman and Chief Executive Officer of Kraft Foods, Inc., a division of Philip Morris Companies Inc., from 1994 until 1997. Mr. Morrison also served as Interim Chairman and Chief Executive Officer of 3M from June to December 2005 and served as a director until 2014. He serves as a director of Illinois Tool Works Inc., where he is the lead director.

The Board concluded that Mr. Morrison should continue to serve as a director of Aon due to his role as a chairman, president and chief executive officer of a large international food and beverage company and his additional executive background at large consumer product companies, which provide the Board with global management, financial and risk oversight experience.

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PHOTO


Richard B. Myers
Director since 2006
Age: 75

Committees:

Audit Committee

Compliance
Sub-Committee

Organization and
Compensation
Committee

 
General Myers is the President of Kansas State University. He previously served as the fifteenth Chairman of the Joint Chiefs of Staff from October 1, 2001 until his retirement on September 30, 2005. In this capacity, he was the highest ranking officer in the United States military, and served as the principal military advisor to the President, the Secretary of Defense and the National Security Council. Prior to becoming Chairman, General Myers served as Vice Chairman of the Joint Chiefs of Staff from March 2000 to September 2001. From August 1998 to February 2000, General Myers was Commander in Chief, North American Aerospace Defense Command and U.S. Space Command; Commander, Air Force Space Command; and Department of Defense manager, space transportation system contingency support at Peterson Air Force Base, Colorado. Prior to assuming that position, he was Commander, Pacific Air Forces, Hickam Air Force Base, Hawaii, from July 1997 to July 1998. General Myers is a director of Northrop Grumman Corporation and United Technologies Corporation, and previously served as a director of Deere & Company. General Myers also serves as the Colin L. Powell Chair of National Security, Leadership, Character and Ethics at the National Defense University, the Foundation Professor of Military History and Leadership at Kansas State University and a member of the Kansas State University Foundation Board.

The Board concluded that General Myers should continue to serve as a director of Aon due to his background as the former Chairman of the Joint Chiefs of Staff, his strong leadership qualities and consensus building skills and his related management experience. In addition, General Myers' extensive experience and knowledge of global affairs provides the Board with an invaluable resource regarding conducting business in diverse geo-political environments.


 

 

 
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Richard C. Notebaert
Director since 1998
Age: 69

Committees:

Organization and
Compensation
Committee (Chair)

Executive Committee

Finance Committee

Governance/
Nominating Committee

 
From June 2002 until August 2007, Mr. Notebaert served as Chairman and Chief Executive Officer of Qwest Communications International Inc., a leading provider of broadband Internet based data, voice and image communications. He previously served as President and Chief Executive Officer of Tellabs, Inc., which designs and markets equipment to providers of telecommunications services worldwide, from August 2000 to June 2002, and as a director of Tellabs from April 2000 to June 2002. He served as Chairman of the Board and Chief Executive Officer of Ameritech Corporation, a full service communications company, from April 1994 until December 1999. Mr. Notebaert first joined Ameritech Communications in 1983 and served in significant positions within the Ameritech organization before his election as Vice Chairman in January 1993, President and Chief Operating Officer in June 1993 and President and Chief Executive Officer in January 1994. Mr. Notebaert is a director of American Electric Power and serves as a member of the Board of Trustees of the University of Notre Dame. Mr. Notebaert previously served as a director of Cardinal Health, Inc. and as Chairman of the Board of Trustees of the University of Notre Dame.

The Board concluded that Mr. Notebaert should continue to serve as a director of Aon due to his background as a chairman and chief executive officer of several large international communications companies, which provides the Board with substantial global management, financial and risk oversight experience. In addition, Mr. Notebaert's experience as a director of a variety of companies provides valuable perspective on matters of risk oversight and executive management.

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Gloria Santona
Director since 2004
Age: 66

Committees:

Compliance
Sub-Committee (Chair)

Audit Committee

Governance/
Nominating Committee

 
Until March 2017, Ms. Santona served as Executive Vice President, General Counsel and Secretary of McDonald's Corporation. Since joining McDonald's in 1977, Ms. Santona held positions of increasing responsibility in the legal department, serving as U.S. General Counsel from December 1999 to June 2001 and corporate General Counsel since June 2001. She is a member of the American and Chicago Bar Associations. She is a former member of the Board of Directors of the American Society of Corporate Secretaries, the American Corporate Counsel Association and the Minority Corporate Counsel Association. She is also a member of the Board of Trustees of Rush University Medical Center. She is a former member of the Board of Trustees of the Chicago Zoological Society and the Chicago Symphony Orchestra and the Board of Directors of The Chicago Network.

The Board concluded that Ms. Santona should continue to serve as a director of Aon due to her background as a general counsel and secretary of a large international corporation and her related legal experience, which is particularly relevant to Aon in light of Aon's worldwide operations. Her experience also provides the Board with expertise in the area of regulatory compliance and risk management globally.


 

 

 
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Carolyn Y. Woo
Director since 1998
Age: 63

Committees:

Audit Committee

Compliance
Sub-Committee

Organization and
Compensation
Committee

 
Dr. Woo is the former President and Chief Executive Officer of Catholic Relief Services, a position she held from January 2012 to January 2017. From July 1997 to December 2011, Dr. Woo served as the dean of the Mendoza College of Business at the University of Notre Dame. Dr. Woo currently serves as a director of NiSource Industries, Inc.

The Board concluded that Dr. Woo should continue to serve as a director of Aon due to her background as leader of a global relief organization, which provides the Board with an invaluable resource regarding conducting business in diverse geo-political environments. In addition, her previous position as former dean of the business school of a large university provides leadership expertise and consensus building skills as well as relevant management and business experience.

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Corporate Governance

We are committed to continually enhancing our strong corporate governance practices, which we believe help us sustain our success and build long-term value for our shareholders. Aon's Governance Guidelines provide the framework for our system of corporate governance, which together with our committee charters and Code of Business Conduct, sets forth standards of conduct for employees, officers, and directors. The Board provides oversight of Aon's overall performance, strategic direction, and executive management team performance. The Board also approves major initiatives and transactions and advises on key financial and business matters. The Board is kept apprised of the Company's progress on a regular basis through Board and committee meetings, discussions with management, operating and financial reports provided by our Chief Executive Officer and Chief Financial Officer, and other materials distributed to the Board throughout the year. The charter of each committee, the Governance Guidelines and the Code of Business Conduct are available on the corporate governance section of our website at http://www.aon.com/about-aon/corporate-governance/corporate-governance.jsp.

Good Corporate Governance Practices

Highlights of our corporate governance practices include:

CHECKMARK   Board Independence.  All of our directors are independent, with the exception of our Chief Executive Officer.
        
CHECKMARK   Independent Chairman.  Since 2008, Lester B. Knight has served as the independent, Non-Executive Chairman of the Board.
        
CHECKMARK   Annual Elections with Majority Voting.  Directors are elected annually by a majority of votes cast in an uncontested election.
        
CHECKMARK   Incentive Repayment Policy.  Our Board has adopted an incentive repayment policy whereby the Board may cancel or require reimbursement of any incentive payments or equity-based awards received if the incentive payment or equity-based award was based on the achievement of financial results that are subsequently restated.
        
CHECKMARK   Robust Share Ownership Guidelines.  Our Board has established share ownership guidelines for senior management, requiring that our Chief Executive Officer hold at least six times his base salary in Class A Ordinary Shares, and each other member of senior management hold at least three times his or her base salary in Class A Ordinary Shares. In connection with the renewal of his employment agreement in 2015, our Chief Executive Officer agreed to hold shares in excess of the guidelines, committing to hold at least twenty times his base salary in Class A Ordinary Shares. Our Board has also established share ownership guidelines for non-management directors, requiring that each such director hold at least five times the annual Board retainer in Class A Ordinary Shares.
        
CHECKMARK   Restrictions on Hedging and Pledging Company Shares.  Our Board has adopted a policy prohibiting all executive officers and directors from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging, and derivative transactions relating to our securities. The Board also has adopted a policy prohibiting our executive officers and directors from holding our securities in margin accounts or pledging our securities as collateral for a loan.
        
CHECKMARK   Compensation Programs.  The Organization and Compensation Committee oversees our incentive compensation programs, which are designed to link pay to performance and not encourage excessive risk-taking.

Board Leadership Structure

Since 2005, the positions of Chief Executive Officer and Chairman of the Board have been held by separate individuals. Lester B. Knight has served as the Non-Executive Chairman of the Board since 2008. The position of Non-Executive Chairman is independent from management. As Non-Executive Chairman, Mr. Knight sets the agendas for, and presides over, the Board meetings and also chairs executive sessions of the non-management directors. The Chief Executive Officer is also a member of the Board and participates in its meetings. The Board believes the separation of the positions of Chief Executive Officer and Chairman is the appropriate structure at this time, as it allows the Chief Executive Officer to focus on

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the management of the Company and the Chairman to ensure that the Board is focused on its oversight responsibilities, including independent oversight of management.

Board Role in Risk Oversight

Risk is inherent in every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including economic risks, financial risks, legal and regulatory risks, cyber security risks and others, such as the impact of competition. Management is responsible for the day-to-day management of risks that we face, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board has the responsibility to ensure that the risk management processes designed and implemented by management are adequate and functioning as designed.

The Board believes that establishing the right "tone at the top" and full and open communication between management and the Board are essential for effective risk management and oversight. The Board receives presentations from senior management on strategic matters involving our operations. The Board regularly dedicates a portion of its meeting agenda to a review and discussion of enterprise risk management. In addition, senior management attends Board meetings and is available to address any questions or concerns raised by the Board related to risk management and any other matters.

While the Board is ultimately responsible for our risk oversight, the committees of the Board assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The role of each committee in connection with risk oversight is provided in this proxy statement in the section captioned "Board of Directors and Committees."

The Board believes that its oversight of risks, primarily through delegation of primary responsibility to other committees to oversee specific risks within their areas of responsibility and expertise, and the sharing of information with the full Board, is appropriate for a company like Aon that serves clients by partnering with organizations to solve their most complex benefits, talent and related financial challenges. The chair of each committee that oversees risk provides a summary of the matters discussed with the committee to the full Board following each committee meeting. The minutes of each committee meeting are also provided to all Board members.

Director Independence

Aon's Governance Guidelines require that it have a majority of directors who meet the categorical independence standards adopted by the Board, which must meet or exceed the independence requirements of the NYSE corporate governance standards.

In connection with the determination of director independence, the Governance/Nominating Committee reviewed the categorical standards together with other applicable legal requirements and the rules of the NYSE. The Governance/Nominating Committee also reviewed information compiled from the responses to questionnaires completed by each nominee for director, information derived from our corporate and financial records, information available from public records, and information received from other relevant parties. Following this review, the Governance/Nominating Committee delivered a report to the Board, and the Board made its determination of director independence.

As a result of this review, the Board affirmatively determined that each nominee for director other than Mr. Case is independent under the categorical standards adopted by the Board, applicable legal requirements and the rules of the NYSE. Mr. Case is considered a management director because of his position as our President and Chief Executive Officer.

In determining that each of the non-management directors is independent, the Board also considered the following relationships that it deemed were immaterial to such director's independence:

With respect to Mr. Knight, the Board considered that, in the ordinary course of business, Aon has sold services to a company or other entity at which he is an executive officer and the amount that we received from the entity in any of the previous three fiscal years was below the greater of $1 million or one percent (1%) of that entity's annual revenue. In addition, the amount received from the entity in any of the previous three fiscal years was below one percent (1%) of Aon's annual revenue.

With respect to Mr. Knight, Ms. Francis, Mr. Morrison, General Myers, Mr. Notebaert, Ms. Santona and Dr. Woo, the Board considered that Aon made charitable contributions in 2016 to organizations in which the director or the director's spouse was an officer, director or trustee. In each case, the amount that we contributed was below the greater of $1 million or 1% of that organization's consolidated gross revenue.

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With respect to Ms. Francis, the Board considered the relationship between Aon and a non-profit entity of which Ms. Francis serves as co-chair related to Aon-funded participants in a program designed to promote the development and advance the careers of high-potential executives.

The Governance Guidelines further provide that each of the Audit Committee, Governance/Nominating Committee and Organization and Compensation Committee will be composed entirely of independent directors. The principal responsibilities of each committee are described in this proxy statement in the section captioned "Board of Directors and Committees."

Board of Directors and Committees

The Board met five times in 2016. All nominees for director who served as a director in 2016 attended at least 75% (seventy-five percent) of the total meetings of the Board and committees of the Board on which they served.

In accordance with NYSE rules and the Governance Guidelines, non-management directors meet regularly in executive session without management. Lester B. Knight, Aon's Non-Executive Chairman, chairs these executive sessions.

The Board has established five standing committees: the Executive Committee, the Audit Committee, the Finance Committee, the Governance/Nominating Committee and the Organization and Compensation Committee. The Board has also established the Compliance Sub-Committee as a standing sub-committee of the Audit Committee.

The membership on each committee is as follows:

Director
Executive
Committee


Audit
Committee


Compliance
Sub-
Committee



Finance
Committee


Organization
and
Compensation
Committee




Governance/
Nominating
Committee
Lester B. Knight C         C
Gregory C. Case CHECKMARK
Jin-Yong Cai       CHECKMARK CHECKMARK  
Fulvio Conti CHECKMARK CHECKMARK C CHECKMARK
Cheryl A. Francis       CHECKMARK CHECKMARK  
J. Michael Losh CHECKMARK C CHECKMARK CHECKMARK
Robert S. Morrison         CHECKMARK  
Richard B. Myers CHECKMARK CHECKMARK CHECKMARK
Richard C. Notebaert CHECKMARK     CHECKMARK C CHECKMARK
Gloria Santona CHECKMARK C CHECKMARK
Carolyn Y. Woo   CHECKMARK CHECKMARK   CHECKMARK  
C - Chair            

Executive Committee

When the Board is not in session, the Executive Committee is empowered to exercise the power and authority in the management of the business and affairs of Aon as would be exercised by the Board, subject to certain exceptions. The Executive Committee acted by unanimous written consent on four occasions in 2016.

Audit Committee

The primary purposes of the Audit Committee are to assist the Board with the oversight of: (i) the integrity of Aon's financial statements and financial reporting process; (ii) Aon's compliance with legal and regulatory requirements and ethics programs established by management and the Board; (iii) the engagement of Aon's independent auditor, and its qualifications, independence and performance; (iv) subject to the provisions of the Act, the appointment and performance of Aon's U.K. statutory auditor as required under the Act; and (v) the performance of Aon's internal audit function. In discharging this role, the Audit Committee is authorized to retain outside counsel or other experts as it deems appropriate to carry out its duties and responsibilities.

The Board has also delegated to the Audit Committee through its charter the primary responsibility for the oversight of risks facing Aon. The charter provides that the Audit Committee will discuss guidelines and policies with respect to risk assessment and risk management and will discuss our major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee also has general oversight responsibility for our compliance with legal, regulatory and ethics requirements, which represent many of the most significant risks that we face. The Audit

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Committee annually reviews legal, regulatory and ethics policies and programs, including Aon's Code of Business Conduct. In addition, the Audit Committee periodically reviews with management any material correspondence with, or other action by, regulators or governmental agencies, and also periodically reviews with our General Counsel legal matters that may have a material impact on our financial statements or compliance policies. Aon's senior management periodically reviews with the Audit Committee the major risks facing the Company and the steps management has taken to monitor and mitigate those risks.

In 2016, the Audit Committee met nine times. The Board has determined that each of the members of the Audit Committee is independent as defined by the rules of the NYSE and under the Company's categorical independence standards, as well as Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, as required by the rules of the NYSE, the Board has determined that all of the Audit Committee members are financially literate, and that Mr. Losh and Mr. Conti are "audit committee financial experts" within the meaning of rules promulgated by the SEC.

Additional information regarding the Audit Committee's responsibilities may be found in this proxy statement in the section captioned "Report of the Audit Committee."

Compliance Sub-Committee

In light of the breadth and number of responsibilities that the Audit Committee must oversee, and the importance of the evaluation and management of risk related to our compliance programs and policies, the Board formed the Compliance Sub-Committee, a standing subcommittee of the Audit Committee. The primary purposes of the Compliance Sub-Committee are to: (i) oversee Aon's implementation of compliance programs, policies and procedures that are designed to be responsive to the various compliance and regulatory risks facing Aon; (ii) assist the Audit Committee in fulfilling its oversight responsibilities for our compliance and ethics programs, policies and procedures; and (iii) preform any other duties as directed by the Audit Committee or the Board. In discharging these responsibilities, the Compliance Sub-Committee has general oversight responsibility for Aon's legal, regulatory and ethics policies and programs. The Compliance Sub-Committee reports regularly to the Audit Committee and the Board regarding its activities.

Each member of the Compliance Sub-Committee is independent as defined in the independence standards of the NYSE. The Compliance Sub-Committee met four times during 2016.

Finance Committee

The Finance Committee is responsible for assisting the Board with monitoring and overseeing Aon's balance sheet, including Aon's capital management strategy, capital structure, investments, returns and related policies. The Finance Committee also reviews certain proposed mergers, acquisitions, divestitures and strategic investments in accordance with policies established by the Board. In addition, the Finance Committee oversees the financial, investment and actuarial policies and objectives of Aon's ERISA-qualified defined benefit plans, reviews the investment performance of non-U.S. benefit and retirement plans, and reviews Aon's major insurance programs.

Each member of the Finance Committee is independent as defined in the independence standards of the NYSE. The Finance Committee met four times during 2016.

Governance/Nominating Committee

The Governance/Nominating Committee oversees the risks associated with Aon's overall governance and (i) identifies and recommends to the Board candidates for service on the Board; (ii) reviews and recommends the re-nomination of incumbent directors for each annual general meeting; (iii) reviews and recommends Board committee appointments; and (iv) leads the annual performance evaluation of the Board and its committees. In addition, the Governance/Nominating Committee develops and recommends the Governance Guidelines to the Board, reviews related party transactions and periodically reviews compliance with share ownership guidelines.

Each member of the Governance/Nominating Committee is independent as defined in the independence standards of the NYSE. The Governance/Nominating Committee met six times during 2016.

Organization and Compensation Committee

The Organization and Compensation Committee assists the Board in carrying out its overall responsibilities with regard to executive compensation, including oversight of the determination and administration of our compensation philosophy,

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policies, programs and plans for executive officers and non-management directors. The Compensation Committee annually reviews and determines the compensation of Aon's executive officers, including the Chief Executive Officer, subject to the input of the independent members of the Board. The Compensation Committee consults with the Chief Executive Officer on, and directly approves, the compensation of other executive officers, including special hiring and severance arrangements.

The Compensation Committee administers the Amended and Restated Aon plc 2011 Incentive Plan (and its predecessor plans) (the "Shareholder-Approved Plan"), including granting equity (other than awards to the Chief Executive Officer, which awards are approved by the independent members of the Board) and interpreting the Shareholder-Approved Plan, and has certain settlor responsibilities with respect to our other U.S. employee benefit programs. In addition, the Compensation Committee reviews and makes recommendations to the Board concerning non-management director compensation and certain amendments to U.S. employee benefit plans or equity plans. The Compensation Committee also reviews and discusses the compensation disclosures contained in Aon's Annual Report on Form 10-K and proxy statement and the U.K. directors' remuneration report, including the directors' remuneration policy. As part of these duties, the Compensation Committee reviews the risks associated with Aon's compensation practices, including an annual review of Aon's risk assessment of its compensation policies and practices for its employees.

Each member of the Compensation Committee is independent as defined in the independence standards of the NYSE. The Compensation Committee met six times during 2016. Additional information regarding the Compensation Committee's responsibilities may be found in this proxy statement in the sections captioned "Compensation Committee Report" and "Compensation Discussion and Analysis."

Other Corporate Governance Practices

Director Selection and Shareholder Recommendations

The Governance/Nominating Committee will consider shareholder recommendation for director candidates. Recommendations, together with the name and address of the shareholder making the recommendation, relevant biographical information regarding the proposed candidate, and a description of any arrangement or understanding between the shareholder and the proposed nominee, should be sent to Aon's Company Secretary. Consistent with the Governance Guidelines, the Governance/Nominating Committee considers a number of criteria in evaluating director candidates, including professional background, expertise, reputation for integrity, business, finance and management experience, leadership capabilities and potential contributions to the Board and Aon's management. The Governance/Nominating Committee also considers whether a potential nominee would satisfy the categorical independence standards adopted by the Board consistent with the NYSE corporate governance standards.

The Board values diversity as a factor in selecting nominees to serve on the Board, and believes that the diversity that exists in its composition provides significant benefits to the Board and Aon. Although there is no specific policy on diversity, the Governance/Nominating Committee considers the criteria noted above in selecting nominees for director, including members from diverse backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Such considerations may include gender, race, national origin, functional background, executive or professional experience and international experience. The effectiveness of the nomination process, including the criteria used for selecting nominees for director, is evaluated by the Board each year as part of its annual self-evaluation process and by the Governance/Nominating Committee as it evaluates and identifies director candidates.

When a vacancy exists on the Board due to the expansion of the size of the Board or the resignation or retirement of an existing director, the Governance/Nominating Committee identifies and evaluates potential director nominees. The Governance/Nominating Committee has sole authority to retain and terminate any search firm to be used to identify director candidates and sole authority to approve such search firm's fees and other retention terms.

Candidates for director are evaluated using the criteria discussed above and the existing composition of the Board, including its size, structure, backgrounds and areas of expertise of existing directors and the number of independent and management directors. The Governance/Nominating Committee also considers the specific needs of the various Board committees. The Governance/Nominating Committee recommends potential director candidates to the full Board, which is responsible for final approval of any director candidate. This process is the same for director candidates who are recommended by our shareholders.

Recommendations for director candidates to stand for election at the 2018 annual general meeting must be submitted in writing to the Company Secretary, Aon plc, The Aon Centre, The Leadenhall Building, 122 Leadenhall Street, London

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EC3V 4AN, United Kingdom. Recommendations will be forwarded to the Chairman of the Governance/Nominating Committee for review and consideration. For further information, see "Shareholder Proposals for 2018 Annual General Meeting" on page 76 of this proxy statement.

Communications with the Board of Directors

Shareholders and other interested parties may communicate with the Board by contacting the non-management directors of Aon plc, c/o Office of the Company Secretary, The Aon Centre, The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AN, United Kingdom. Alternatively, shareholders and other interested parties may communicate with Aon's non-management directors via electronic mail to the following address: corporate.governance@aon.com.

The non-management directors have established procedures for handling communications from shareholders and other interested parties. Communications are distributed to the Chairman of the Governance/Nominating Committee, the full Board, the non-management directors or to any individual director or directors as appropriate, depending on the facts and circumstances outlined in the communication. Solicitations, spam, junk mail and mass mailings, resumes and other forms of job inquiries, business solicitations or advertisements and frivolous or inappropriate communications will not be forwarded, but will be made available to any non-management director upon request.

Majority Voting

The Articles require that directors be elected by majority vote in uncontested elections. In a contested election, directors will be elected by plurality vote. In addition, the Governance Guidelines provide that any incumbent director who fails to receive a majority of the votes cast in an uncontested election (and who is not otherwise removed by ordinary resolution of the shareholders) must immediately offer to tender his or her resignation to the Board. The Board will then determine, through a process overseen by the Governance/Nominating Committee, whether to accept the resignation, reject the resignation, or take other action. The Board will act on the recommendation of the Governance/Nominating Committee.

Share Ownership Guidelines

The Board has adopted Share Ownership Guidelines for Non-Management Directors and Share Ownership Guidelines for Aon's senior executives. The Share Ownership Guidelines for Non-Management Directors require each non-management director to hold an investment position in Class A Ordinary Shares equal to five times the annual director retainer and provide a transition period of five years for non-management directors to achieve the requisite ownership level; provided, however, that each new non-management director is expected to hold 1,000 Class A Ordinary Shares within the first year of joining the Board or transitioning from a management director to a non-management director. The guidelines serve to increase our non-management directors' equity stakes in Aon and align Aon's non-management directors' interests more closely with those of Aon's shareholders. Further information on the Share Ownership Guidelines for Aon's senior executives can be found in the section captioned "Compensation Discussion and Analysis."

Hedging and Pledging Shares

The Board has adopted a policy prohibiting all executive officers and directors from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging, and derivative transactions relating to our securities. The Board also has adopted a policy prohibiting our executive officers and directors from holding our securities in margin accounts or pledging our securities as collateral for a loan.

Incentive Repayment Policy

The Board has adopted an Incentive Repayment Policy applicable to Aon's executive officers. Pursuant to the Incentive Repayment Policy, the Board may cancel or require reimbursement of any incentive payments or equity-based awards received if the incentive payment or equity award was based on the achievement of financial results that are subsequently restated. If the Board determines that the executive officer engaged in fraud that caused or partially caused the need for the financial restatement, the incentive payment or equity-based award is required to be forfeited or reimbursed in full. If the restatement was not the result of fraud by the executive officer, the Board may, to the extent allowed under applicable law, require forfeiture or reimbursement of the amount the incentive payment or equity-based award exceeded the lower amount that would have been made based on the restated financial results.

Attendance at Annual Meeting

The Governance Guidelines provide that directors are expected to attend the annual general meeting. All of our Board members then serving, other than Mr. Notebaert, who was absent for good and sufficient reason, attended our 2016 annual general meeting.

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Security Ownership of Directors and
Executive Officers

The following table sets forth the number of Class A Ordinary Shares beneficially owned as of April 13, 2017 by each of the nominees for director, by each of Aon's NEOs, and by Aon's directors, nominees and executive officers as a group. As used in this proxy statement, beneficially owned means a person has, or may have within 60 days, the sole or shared power to vote or direct the voting of a security and/or the sole or shared investment power with respect to a security (i.e., the power to dispose or direct the disposition of a security). No shares held by Aon's directors or executive officers are pledged as security.

Name


Aggregate Number of
Class A Ordinary Shares
Beneficially Owned(1)



Percent of
Class(2)

Directors

   

Lester B. Knight(3)

340,648 *

Gregory C. Case(4)

768,612 *

Jin-Yong Cai

1,158 *

Fulvio Conti

24,720 *

Cheryl A. Francis

21,308 *

J. Michael Losh

36,203 *

Robert S. Morrison

54,900 *

Richard B. Myers

22,512 *

Richard C. Notebaert(5)

54,921 *

Gloria Santona

32,212 *

Carolyn Y. Woo

22,921 *

Other NEOs

   

Christa Davies

231,687 *

Stephen P. McGill(6)

402,071 *

Kristi A. Savacool

135,811 *

Peter Lieb

22,215 *

All directors, nominees and executive officers as a group (19 persons)(7)

2,360,756 *
(1)
The directors, nominees and NEOs, and all directors, nominees and executive officers of Aon combined, have sole voting power and sole investment power over the Class A Ordinary Shares listed, except as indicated in notes (3), (5), (6), (7) and (8).

(2)
As of April 13, 2017 we had 262,581,684 Class A Ordinary Shares outstanding.

(3)
Includes 265,648 Class A Ordinary Shares that are beneficially owned by trusts and 75,000 Class A Ordinary Shares that are beneficially owned by the Knight Family Partnership.

(4)
Includes 498,300 Class A Ordinary Shares that are beneficially owned in trust.

(5)
Includes 22,037 Class A Ordinary Shares that are beneficially owned in trust.

(6)
Includes 150,000 Class A Ordinary Shares that are beneficially owned by Mr. McGill's spouse.

(7)
Includes 32,824 Class A Ordinary Shares that all executive officers as a group have or will have the right to acquire pursuant to presently exercisable employee share options, or share options that will become exercisable or share awards that will become vested within 60 days following April 26, 2016.

*
An asterisk indicates that the percentage of Class A Ordinary Shares beneficially owned does not exceed one percent (1%) of our outstanding Class A Ordinary Shares.

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Report of the Audit Committee

The Audit Committee oversees Aon's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements, and for the reporting process. Ernst & Young US, Aon's independent registered public accounting firm for 2016, is responsible for expressing opinions on the conformity of Aon's audited financial statements with generally accepted accounting principles and the effectiveness of Aon's internal control over financial reporting.

In this context, the Audit Committee reviewed and discussed with management and Ernst & Young US the audited financial statements for the year ended December 31, 2016, as well as management's assessment of the effectiveness of Aon's internal control over financial reporting and Ernst & Young US's evaluation of Aon's internal control over financial reporting. The Audit Committee has discussed with Ernst & Young US the matters that are required to be discussed by Auditing Standards and the SEC.

In addition, the Audit Committee has discussed with Ernst & Young US the independence of that firm from Aon and its management, including the matters in the written disclosures required by Rule 3526 of the Public Company Accounting Oversight Board (Communication with Audit Committees Concerning Independence). The Audit Committee has also considered whether Ernst & Young US's provision of non-audit services to Aon is compatible with maintaining Ernst & Young US's independence. The Audit Committee has concluded that Ernst & Young US is independent from Aon and its management.

Ernst & Young UK, Aon's U.K. statutory auditor for 2016, is responsible for expressing opinions on the conformity of Aon's audited financial statements with the requirements of the Act. The Audit Committee has discussed with Ernst & Young UK the matters that are required to be discussed under the requirements of the Act. The Audit Committee has discussed with Ernst & Young UK the independence of that firm from Aon and its management and the Audit Committee has concluded that Ernst & Young UK is independent.

The Audit Committee discussed with Aon's internal auditors, Ernst & Young US and Ernst & Young UK, the overall scope and plans for their audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of Aon's internal controls, and the overall quality of Aon's financial reporting.

In reliance on the reviews and discussions referred to above, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the SEC. The Audit Committee has approved, and the Board has requested that shareholders ratify, the selection of Ernst & Young US as Aon's independent registered public accounting firm for the year ending December 31, 2017 and Ernst & Young UK as our U.K. statutory auditor (as is also required under the Act) until the next annual general meeting where accounts are laid before the Company.

J. Michael Losh, Chairman
Fulvio Conti
Richard B. Myers
  Gloria Santona
Carolyn Y. Woo

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Auditor Fees

Audit Fees. Fees for audit services totaled approximately $13.5 million in 2016 and $14.9 million in 2015. For both years, audit fees included services associated with the annual audit, including fees related to Section 404 of the Sarbanes Oxley Act of 2002, as amended, the reviews of Aon's documents filed with the SEC, and substantially all statutory audits required domestically and internationally.

Audit-Related Fees. Fees for audit-related services totaled approximately $3.9 million in 2016 and $1.3 million in 2015. Audit-related fees include services such as employee benefit plan audits, other attestation services, due diligence in connection with acquisitions and accounting consultations not included in audit fees.

Tax Fees. Fees for tax services, including tax compliance, tax advice and tax planning totaled approximately $1.5 million in 2016 and $3.3 million in 2015.

All Other Fees. Fees for all other services not included above totaled $0 in each of 2016 and 2015.

Audit Committee's Pre-Approval Policies and Procedures

The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Each pre-approval provides details regarding the particular service or category of service to be provided and is subject to a specific engagement authorization. The Audit Committee requires that the independent registered public accounting firm and management report on the actual fees charged by the independent registered public accounting firm for each category of service at Audit Committee meetings held during the year.

The Audit Committee acknowledges that circumstances may arise throughout the year that require the engagement of the independent registered public accounting firm to provide additional services not contemplated in the Audit Committee's initial pre-approval process that occurs on an annual basis. In those circumstances, the Audit Committee requires that specific pre-approval be obtained before engaging the independent registered public accounting firm. The Audit Committee has delegated pre-approval authority to the Chairman of the Audit Committee for those instances when pre-approval is needed prior to a scheduled Audit Committee meeting. Such pre-approvals are reported to the Audit Committee at the next scheduled Audit Committee meeting.

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Principal Holders of Voting Securities

As of April 13, 2017, the beneficial owners of 5% or more of Aon's Class A Ordinary Shares entitled to vote at the Annual Meeting and known to the Company were:

Name and Address of Beneficial Owner


Number of Class A
Ordinary Shares

 
Percent
of Class(1)

The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355

  16,900,339(2)   6.44%

BlackRock, Inc.
55 East 52nd Street
New York, NY 10055



 
16,282,280(3)   6.20%

Massachusetts Financial Services Corporation
111 Huntington Avenue
Boston, MA 02199

  15,217,290(4)   5.80%

State Street Corporation
One Lincoln Street
Boston, MA 02111



 
14,179,008(5)   5.40%
(1)
As of April 13, 2017, we had 262,581,684 Class A Ordinary Shares outstanding.

(2)
Based upon information contained in a Schedule 13G/A filed with the SEC on February 9, 2017 pursuant to Rule 13d-1(b) of the Exchange. The Vanguard Group is a registered investment advisor and has (a) sole voting power as to 409,899 Class A Ordinary Shares; (b) shared voting power as to 53,210 Class A Ordinary Shares; (c) sole dispositive power as to 16,437,416 Class A Ordinary Shares; and (d) shared dispositive power as to 462,923 Class A Ordinary Shares.

(3)
Based upon information contained in a Schedule 13G/A filed with the SEC on January 19, 2017 pursuant to Rule 13d-1(b) of the Exchange Act. BlackRock, Inc. is a parent holding company and has: (a) sole voting power as to 13,689,572 Class A Ordinary Shares; (b) shared voting power as to 13,231 Class A Ordinary Shares; (c) sole dispositive power as to 16,269,049 Class A Ordinary Shares; and (d) shared dispositive power as to 13,231 Class A Ordinary Shares.

(4)
Based upon information contained in a Schedule 13G filed with the SEC on February 7, 2017 pursuant to Rule 13d-1(b) of the Exchange Act. Massachusetts Financial Services Corporation is a parent holding company and has: (a) sole voting power as to 14,231,773 Class A Ordinary Shares; (b) shared voting power as to no Class A Ordinary Shares; (c) sole dispositive power as to 15,217,290 Class A Ordinary Shares; and (d) shared dispositive power as to no Class A Ordinary Shares.

(5)
Based upon information contained in a Schedule 13G/A filed with the SEC on February 9, 2017 pursuant to Rule 13d-1(b) of the Exchange Act. State Street Corporation is a registered investment adviser and has: (a) sole voting power as to no Class A Ordinary Shares; (b) shared voting power as to 12,042,213 Class A Ordinary Shares; (c) sole dispositive power as to no Class A Ordinary Shares; and (d) shared dispositive power as to 14,178,008 Class A Ordinary Shares.

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Proposal 2—Advisory Resolution on
Executive Compensation

The Board of Directors unanimously recommends that shareholders vote "FOR" advisory approval of the compensation of Aon's NEOs.

What am I voting on?

In accordance with applicable law and Section 14A of the Exchange Act, we are providing shareholders with the opportunity to vote on an advisory resolution, commonly known as "say on pay," approving Aon's executive compensation as reported in this proxy statement.

At our 2016 annual general meeting, we provided shareholders with the opportunity to vote on an advisory resolution regarding the executive compensation of our NEOs as disclosed in the proxy statement for the 2016 annual general meeting, and shareholders approved the proposal by a large majority.

We encourage shareholders to read the Compensation Discussion and Analysis beginning on page 28 of this proxy statement, which describes in detail how our compensation policies and procedures operate and are designed to achieve our compensation objectives of directly linking the compensation of our NEOs to our performance and fundamentally aligning the financial interests of our NEOs with those of our shareholders, as well as the Summary Compensation Table for Fiscal Years 2016, 2015 and 2014 and other related tabular and narrative disclosures beginning on page 41 of this proxy statement, which provide detailed information on the compensation of our NEOs.

The Board and the Compensation Committee believe that the policies and procedures articulated in the Compensation Discussion and Analysis are effective in achieving our compensation objectives, and that the design of our compensation program and the compensation awarded to our NEOs fulfill these objectives.

The form of shareholder resolution for this proposal is set forth under the heading "Shareholder Resolutions for 2017 Annual General Meeting" on page 84 of this proxy statement.

Is this vote binding on the Board?

As this vote is advisory, it will not be binding upon the Board or the Compensation Committee, and neither the Board nor the Compensation Committee will be required to take any action (or refrain from taking any action) as a result of the outcome of the vote on this proposal. The Compensation Committee will review and consider the outcome of the vote in connection with the ongoing review of Aon's executive compensation programs.

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Compensation Committee Report

The Organization and Compensation Committee of the Board of Aon has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and set forth in this proxy statement.

Based on its review and discussions with management, the Organization and Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated into Aon's Annual Report on Form 10-K.

This Report is provided by the Organization and Compensation Committee, which is composed entirely of the following independent directors:

Richard C. Notebaert, Chairman   Robert S. Morrison
Jin-Yong Cai   Richard B. Myers
Cheryl A. Francis   Carolyn Y. Woo

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis ("CD&A") describes our executive compensation program for our NEOs for 2016, who are listed below. We recommend that you read this section in conjunction with the executive compensation tables and corresponding footnotes that follow, as it provides context for the amounts shown in the tables and the footnote disclosures.

Named Executive Officer   Role
Gregory C. Case   President and Chief Executive Officer
Christa Davies   Executive Vice President and Chief Financial Officer
Stephen P. McGill   Former Group President—Aon plc, Chairman and Chief Executive Officer—Risk Solutions
Kristi Savacool   Former Chief Executive Officer—Aon Hewitt
Peter Lieb   Executive Vice President, General Counsel, and Company Secretary

Executive Summary

Who We Are

We are a global professional services firm focused exclusively on risk and people. We are an industry-leading provider of risk management services, insurance and reinsurance brokerage, and human resource consulting, delivering distinctive client value via innovative and effective risk management and workforce productivity solutions. We have approximately 69,000 employees with a presence in over 120 countries and sovereignties.

2016 Business Highlights

In assessing our performance, we focus on four non-GAAP metrics that we communicate to shareholders: organic growth, expansion of adjusted operating margins, increase in adjusted diluted earnings per share, and increased free cash flow. These non-GAAP metrics should viewed in addition to, not instead of, our consolidated financial statements and notes thereto. A reconciliation of these non-GAAP metrics is set forth in Appendix D to this proxy statement.

In 2016, we continued to deliver against these four metrics. Organic segment revenue growth was 3% in 2016, driven by growth across our business in both of our segments, Risk Solutions and HR Solutions (total GAAP revenue growth was 0%). Adjusted operating margin was 20.8% for Aon overall, which reflects record operating margin in both segments driven by solid organic revenue growth and return on investments across the portfolio (GAAP operating margin was 16.4%). Our adjusted diluted earnings per share for 2016 was $6.59, representing an increase of $0.41 per share (or 7%) over 2015 results and demonstrating solid operational performance and effective capital management (GAAP earnings per share was $5.16). Free cash flow was a record $2.1 billion, an increase of $385 million (or 22%) from $1.7 billion reported in 2015 (GAAP cash flow from operations was $2.3 billion). Performing to these metrics allows us to continue to execute on our goals of strategically investing in long-term growth, improving return on invested capital, and effectively allocating capital.

During 2016, we returned approximately $1.6 billion in excess capital to our shareholders, including $1.26 billion in share repurchases and $345 million in dividends, with an additional $0.9 billion spent on acquisitions, which highlights our strong cash flow generation and effective allocation of capital. During Mr. Case's leadership, which began in April 2005, our average annual total shareholder return has been 16%, compared to the return of the benchmark S&P 500 of 5% and 9% for our direct peer averages (Arthur J. Gallagher & Co., Brown & Brown, Inc., Jardine Lloyd Thompson Group plc, Marsh & McLennan Companies, Inc. and Willis Towers Watson Public Limited Company). We believe we are well positioned to create long-term value by improving our operating performance and generating strong free cash flow.

We compensate our senior executives through incentive programs that measure both long-term and short-term performance. Our long-term incentive program (described in detail under "Leadership Performance Program Under Our 2011 Incentive Plan") is based on adjusted cumulative earnings per share (a measure driven by operational performance and capital management) across overlapping three-year performance periods. Our short-term incentive program (described in detail under "Annual Incentive Awards Under Our Shareholder-Approved Plan") is based on adjusted operating income, a measure driven by operating margin and organic revenue growth.

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We achieved strong results against these two metrics, which were the key performance measures under our 2016 annual and 2014-2016 long-term incentive compensation programs. Set forth below are the results against these metrics as well as the results against their GAAP comparative metrics:

$1,906 Operating Income; $2,418 Adjusted Operating Income, an increase of 3% year-over-year

$14.70 Cumulative EPS for 2014-2016; $18.29 Adjusted Cumulative EPS for 2014-2016, as compared to target Adjusted Cumulative EPS of $16.11

Because our short-range or long-range corporate planning may dictate a change to the metrics we use over time, we expect to continue reassessing the metrics annually.

Features of Our Executive Compensation Program

The following table provides an overview of our compensation program elements for our NEOs. The guiding philosophy underlying our executive compensation program is to provide a fair, flexible, and market-based total compensation package that is heavily tied to the Company's short- and long-term performance and aligned with the interests of our shareholders.

  Element Description Objectives
Fixed   Base Salary Fixed amount of compensation for services provided during the year. Provides our executives with a predictable level of income, determined in view of job responsibilities, experience, contractual commitments, individual performance, and market pay data.
Performance-Contingent
    

Annual Incentive
Compensation

Performance-based annual incentive determined and paid based on achievement of specified annual corporate performance objectives and individual qualitative review of executives' contributions to business and financial results, delivery of key strategic initiatives, and personal leadership qualities. Annual incentives, if paid, are generally made under our Shareholder-Approved Plan in a combination of 65% cash and 35% in restricted share units that vest over a three-year period. Serves as a key pay vehicle for recognizing annual results and performance, while the portion payable in time-vested restricted share units promotes retention and provides value tied to long-term Company performance.
  Long-Term Incentive
Compensation
Performance-based long-term incentive determined and paid under our Leadership Performance Program. LPP awards are issued under our Shareholder-Approved Plan in the form of performance share units that vest upon achievement of specific corporate performance objectives over a three-year performance period. Encourages and rewards long-term performance by giving executives a significant stake in the Company's long-term financial success, and promotes retention.

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  Element Description Objectives
Benefit Plans Retirement
and Health and
Welfare Benefits


Standard 401(k) plan and health and welfare benefits as provided to non-executive full-time employees. We also offer a nonqualified supplemental savings plan to eligible employees who exceed statutory Internal Revenue Service ("IRS") limits for participation in our 401(k) plan, as well as a non-qualified plan through which eligible employees may defer receipt of their salary and/or annual incentive payments. Provides competitive benefits to attract and retain talented employees.
Severance   Severance and
Change in
Control Benefits
Severance benefits payable upon certain qualifying terminations of employment for cause or with specified good reason, including in connection with a change in control. Provides temporary income stream following termination of employment without cause or with specified good reason and, in the case of change in control protection, ensures continuity and objectivity of management during that event.
Other Certain Other
Benefits

Housing, tax equalization, and various cost of living payments made to certain NEOs in connection with their relocation to London for the Company's redomestication; limited use of Company-paid airplane; certain NEOs also participate in annual health screenings and supplemental insurance program. Recognizes and fairly makes NEOs whole for expenses incurred to successfully implement the Company's UK redomestication; serves to attract and retain committed employees and allow them to focus on job duties.

Our Pay For Performance Orientation and Executive Compensation Philosophy

The core principle of our executive compensation program continues to be pay for performance, as we continue towards our goal of being the leading global provider of risk and human resource solutions. That core principle dictates that performance-based pay elements (which constitute the bulk of our NEOs' total direct compensation) will not be earned or paid unless our shareholders benefit first. In respect of 2016, performance-based compensation comprised approximately 90% of the total direct compensation for Mr. Case and approximately 82% of the total direct compensation on average for our other NEOs:

2016 Total Direct
Compensation—CEO
  2016 Total Direct
Compensation—All Other NEOs

CHART

 

CHART

The "performance-based" pay component of the above graphs is the sum of (1) the cash portion of the NEO's bonus paid for 2016 performance plus (2) the target value of all performance-based equity awards granted to the NEO for 2016 performance or during 2016. The "fixed" pay component is the NEO's 2016 base salary. For our NEOs other than Mr. Case,

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the actual performance-based amount of total direct compensation ranged from 77% to 85% (Mr. McGill is not included, as he did not receive an annual incentive award for 2016 in connection with his separation from the Company in January 2017). Please refer to the Summary Compensation Table below for complete disclosure of the total compensation paid to our NEOs during the prior three years.

In addition to our heavy focus on pay for performance, our compensation program is complemented by several practices designed to align our executive compensation program with the long-term interests of our shareholders:

Share Ownership Guidelines Our share ownership guidelines are designed to increase executives' equity stakes in Aon and to align executives' interests more closely with those of our shareholders. The guidelines provide that the Chief Executive Officer should attain an investment position in Class A Ordinary Shares equal to six times annual base salary and each other executive officer, including the remainder of our NEOs, should attain an investment position in Class A Ordinary Shares equal to three times annual base salary. The guidelines also establish equity retention rules generally requiring that net shares received upon the exercise of options to purchase Class A Ordinary Shares, the vesting of restricted share units and the vesting of performance share units are retained until the required investment position is achieved. Class A Ordinary Shares counted toward these guidelines include any shares owned outright, shares owned through an Aon-sponsored savings or retirement plan, shares purchased through an Aon-sponsored employee share purchase plan, shares obtained through the exercise of share options, and shares issued upon the vesting of restricted share units or performance share units. Each of our NEOs held the requisite number of shares under the guidelines as of December 31, 2016.

Mr. Case has agreed to maintain an investment position in Class A Ordinary Shares in excess of those required under our share ownership guidelines. In his extended employment agreement, he agreed to maintain an investment position equal to twenty times his annual base salary.

Hedging and Pledging
Policies

  We have a policy prohibiting all executive officers and directors from engaging in short sales, publicly traded options, puts and calls, forward sale contracts, and other swap, hedging, and derivative transactions relating to our securities. We also maintain a policy prohibiting our executive officers and directors from holding our securities in margin accounts or pledging our securities as collateral for a loan.
Independent Compensation
Consultant

The Compensation Committee retains an independent compensation consultant to provide advice and market data to bolster the Compensation Committee's compensation decision-making.
Maximized Tax Deductibility
for Performance-Based Pay

  Compensation paid under our long-term and annual incentive programs is intended to qualify as performance-based compensation under Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), with respect to covered employees, to maximize the tax-deductibility of such payments. However, we have retained the discretion to pay non-deductible variable compensation.
Clawback Policy We have adopted an Incentive Repayment Policy applicable to our executive officers. Pursuant to the Incentive Repayment Policy, the Board may cancel or require reimbursement of any incentive payments or equity-based awards received if the incentive payment or equity-based award was based on the achievement of financial results that are subsequently restated. If the Board determines that the executive officer engaged in fraud that caused or partially caused the need for the financial restatement, the incentive payment or equity-based award is required to be forfeited or reimbursed in full. If the restatement was not the result of fraud by the executive officer, the Board may, to the extent allowed under applicable law, require forfeiture or reimbursement of the amount by which the incentive payment or equity-based award exceeded the lower amount that would have been paid based on the restated financial results.

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2016 Executive Compensation Highlights

Leadership Performance Program. In early 2017, we settled performance share units granted to our NEOs in 2014 under our ninth LPP cycle ("LPP 9"). The settlement of those units in Class A Ordinary Shares was contingent upon achieving adjusted earnings per share of at least $15.11 (threshold performance) over the performance period from January 1, 2014 to December 31, 2016, and reflects achievement of adjusted earnings per share of $18.29, which exceeded the target earnings per share of $16.11 as well as the stretch target earnings per share of $17.31. Also in 2016, we granted performance share units under our eleventh LPP cycle ("LPP 11") to each of our NEOs, which are expected to be settled in 2019 contingent upon the Company's adjusted earnings per share performance over the January 1, 2016 to December 31, 2018 performance period.

Annual Incentive Compensation. Annual incentive bonuses for 2016 were paid to our NEOs in early 2017 following the Company's achievement of adjusted operating income of $2,418 million, compared to a pre-determined minimum achievement threshold of $1,637 million. Actual incentive bonuses paid to our NEOs reflected our application of the incentive pool funding guidelines adopted by the Compensation Committee (which are based on a comparison of current year adjusted operating income results against the prior year), as well as the Committee's evaluation of each NEO's contributions to our business and financial results, delivery of key strategic initiatives, and personal leadership qualities. Once determined, annual incentives to our NEOs were paid 65% in the form of cash and 35% in the form of time-vested restricted share units (other than with respect to Mr. McGill, who did not receive an annual incentive award for 2016 in connection with his separation from the Company in January 2017, and Ms. Savacool, who received her annual incentive award for 2016 entirely in cash in consideration of her significant contributions towards Project Tempo) in order to provide value to our executives that is tied to the long-term performance of the Company.

No NEO Base Salary or Target Annual Incentive Adjustments. In 2016, we made no adjustments to the base salary rates or target annual incentives for our NEOs.

Termination of NEO Change in Control Agreements. In April 2016, in accordance with notices delivered to our NEOs (other than Mr. Case) in December 2015, the individual change in control severance agreements with those NEOs were terminated. Effective April 5, 2016, those NEOs are now subject to our Combined Severance Plan, which provides severance benefits and change in control severance benefits upon certain qualifying terminations to members of the Company's management executive committee (but only to the extent that such individual is not party to an individual agreement offering such benefits). While each NEO was party to an employment agreement providing severance benefits during 2016, our NEOs (other than Mr. Case, who has his own individual change in control severance agreement, and Mr. McGill) are now eligible for change in control severance benefits under the Combined Severance Plan. Our goal in adopting the Combined Severance Plan and terminating the individual change in control severance agreements with each NEO other than Mr. Case was to further enhance the consistency and transparency of our overall executive compensation program.

The Executive Compensation Process

Process of Determining Executive Compensation

Management assists the Compensation Committee in managing our executive and director compensation programs. Direct responsibilities of management include, but are not limited to:

Recommending executive compensation adjustments and short- and long-term incentive awards and other benefits, where applicable, for executive officers other than the Chief Executive Officer;

Providing ongoing review of the effectiveness of our executive compensation programs and alignment of the programs with our objectives;

Designing and recommending appropriate amendments to our long-term and short-term cash and equity-based incentive plans for executives; and

Designing and recommending appropriate amendments to our employee benefit plans.

In the first quarter of 2016, our independent directors evaluated our Chief Executive Officer's performance and compensation. At that time, the Compensation Committee also evaluated the performance and reviewed the compensation of selected other senior executives. During this review, the Compensation Committee approved for each executive officer a target annual incentive for 2016 performance and the specific corporate performance metric that our performance would be measured against for 2016.

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In early 2017, and in connection with the Compensation Committee's annual compensation review, management presented the Compensation Committee with compensation tally sheets reporting compensation paid for the prior five years and competitive pay data, where available, as a market check. The Compensation Committee also reviewed and considered Aon's overall performance against targets that were established for 2016. This review culminated in certain compensation decisions made by the Compensation Committee with respect to our executive officers during the first quarter of 2017, which are described in more detail below.

Relationship With Executive Compensation Consultant

Since 2005, the Compensation Committee has retained Frederic W. Cook & Co., Inc. ("FW Cook") as its independent compensation consultant. FW Cook provides expertise on various matters coming before the Compensation Committee. FW Cook is engaged by, and reports directly to, the Compensation Committee, and does not advise management or receive other compensation from Aon. George Paulin, the Chairman of FW Cook, typically participates in all meetings of the Compensation Committee during which executive compensation matters are discussed and communicates between meetings with the Chairman of the Compensation Committee. During 2016, FW Cook assisted the Compensation Committee by providing insights and advice regarding our compensation philosophy, objectives and strategy; developing criteria for identification of our peer group for executive and Board compensation and Company performance review purposes; reviewing management's design proposals for short-term cash and long-term equity incentive compensation programs; providing insights and advice regarding our analysis of risks arising from our compensation policies and practices; providing change in control severance calculations for our NEOs in the 2016 annual proxy disclosure; providing compensation data from our peer group proxy and other disclosures; advising on the terms and conditions of the renewal of employment agreements with our senior executive officers; and advising and providing comments on management's recommendations regarding executive officers' annual incentives for 2016 and equity-based awards granted in 2016. Management periodically retains other consulting firms to provide pay survey data and other non-executive compensation services that may be presented to or reviewed by the Compensation Committee.

The Compensation Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee.

How We Determine Total Compensation

The Compensation Committee generally targets a competitive level and mix of total direct compensation elements using market data as a reference point. However, for 2016, the Compensation Committee did not use a specific formula or any specific benchmark or target to determine total compensation, individual components of compensation, or the relative mix of pay components. For the Compensation Committee, setting compensation levels in 2016 was not a mechanical process. Rather, the Compensation Committee used its judgment and business experience. The Compensation Committee's overall intent was to manage the various elements of total compensation together so that the emphasis of the Company's compensation program was on its variable components of pay, including long-term equity awards and annual bonus awards that fluctuate based on Aon's performance.

Use of Tally Sheets

The Compensation Committee regularly reviews compensation tally sheets. The tally sheets assign dollar amounts to each component of the executive's compensation, including base salary, annual incentives (target and actual), long-term incentives granted and outstanding, and employee benefits (including health care and qualified and non-qualified retirement plans), relocation benefits including income tax equalization, perquisites and potential change in control severance payments. The tally sheets are presented to the Compensation Committee to ensure it is aware of all rewards components and the value of such elements when making compensation decisions.

Involvement of Mr. Case in the Compensation Process

Each year, the Compensation Committee approves all elements of compensation for our NEOs and other executive officers. These decisions are typically made during the annual compensation review process conducted in the first calendar quarter. The Compensation Committee solicits certain recommendations from each of Mr. Case and our Chief Human Resources Officer.

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Mr. Case recommends to the Compensation Committee the equity award, annual incentive payment and base salary adjustments, if any, for the executive officers who report directly to him. He has direct knowledge of the contributions made to Aon by those executive officers and he shares this knowledge with the Compensation Committee. Mr. Case supports his recommendations by providing performance evaluations for his direct reports.

During the annual review process, our Chief Human Resources Officer and the Chairman of the Compensation Committee work together on Mr. Case's annual evaluation report, which summarizes Mr. Case's qualitative and quantitative performance. The report is considered, along with other factors (including the Compensation Committee's own assessment of Mr. Case's performance, relevant market data and Aon's overall performance), in determining Mr. Case's compensation.

The Compensation Committee has the ultimate authority to make compensation decisions. The Compensation Committee discusses its preliminary compensation decisions with the independent members of the Board who do not serve on the Compensation Committee. This process garners valuable input from those directors regarding the executives' performance. The sharing of performance review information also aids the directors in carrying out their succession planning responsibilities. After considering input from those directors, the Compensation Committee makes its final determination.

Mr. Case, together with our Chief Human Resources Officer and our Chief Financial Officer, makes recommendations to the Compensation Committee relating to the corporate performance targets to be established under Aon's annual incentive and long-term equity incentive programs. The Compensation Committee reviews such recommendations with FW Cook and reserves the ultimate authority to set such targets and to determine whether such goals were achieved.

Result of Advisory Vote by Shareholders on Our "Say on Pay" Proposal

The Compensation Committee considered the results of the advisory vote by shareholders on the "say on pay" proposal presented to our shareholders at our 2016 annual general meeting of shareholders. As reported in our Current Report on Form 8-K, filed with the SEC on June 29, 2016, approximately 80% of shareholder votes cast at that meeting were voted in support of the compensation program offered to our NEOs. Accordingly, the Compensation Committee made no changes to our executive compensation programs as a result of such vote.

Review of Compensation Policies and Practices

We believe that we maintain an appropriate level of prudence associated with our compensation programs and will continue to do so. We engage in a process to evaluate whether our executive and broad-based compensation programs contribute to unnecessary risk-taking, which includes an assessment by the Compensation Committee's independent consultant of whether these programs create material risk. We have concluded that the risks arising from these programs are not reasonably likely to have a material adverse effect on the Company. In the first quarter of 2017, FW Cook assessed our executive compensation policies and practices and also concluded that they do not motivate imprudent risk-taking.

Internal Pay Relationships

In determining an executive officer's target annual incentive or long-term performance award value, the Compensation Committee will, from time to time, consider internal pay relationships. However, the Compensation Committee has not adopted a broad internal pay equity policy pursuant to which each executive officer's compensation, or one or more components thereof, is related to or benchmarked against the compensation of other executive officers.

Compensation Committee Interlocks and Insider Participation

During 2016, the Compensation Committee was composed of Mr. Notebaert (Chairman), Ms. Francis, Mr. Morrison, General Myers, and Dr. Woo. In August 2016, Mr. Cai joined the Compensation Committee. No member of the Compensation Committee was, during 2016 or previously, an officer or employee of Aon or any of its subsidiaries. In addition, during 2016, there were no Compensation Committee interlocks required to be disclosed.

Analysis of Key 2016 Compensation Decisions

Peer Group

Our peer group is reviewed on an annual basis. We set executive compensation at levels that we believe are appropriate and competitive for global professional services firms within our market sector and the general industry marketplace. We review annual financial reports filed by our peer group. For purposes of evaluating the competitive market (but not for purposes of benchmarking to specific percentiles), we look at peer group compensation data. We compare the total direct

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compensation (defined as base salary, actual bonus, and equity-based awards) for our NEOs to the total direct compensation for executives at selected peer companies where job descriptions are sufficiently similar to those of our executives to permit comparison.

In November 2015, we reviewed our peer group composition with FW Cook. As a result of that review, the criteria used to select our peer group members were adjusted to ensure that the 2016 peer group provided an appropriate frame of reference relative to the Company's current size, strategic direction, management complexity, and competition for top executive talent. Specifically, to better reflect the Company's strategic direction and market for talent, we removed nine companies that fell within the health care providers and services GICS classification (ACE Limited, AFLAC Inc., Chubb Corp., CIGNA Corporation, Humana Inc., Principal Financial Group, Inc., The Progressive Corporation, Sun Life Financial Inc., and The Travelers Companies, Inc.), and added five companies that represent the diversified financial GICS classification (Bank of New York Mellon Corporation, McGraw Hill Financial, Inc., Moody's Corporation, Northern Trust Corporation, and State Street Corporation). These new peer group members, as well as those that continued in the group from 2015, were selected based on a refinement of our company size criteria to incorporate a requirement that the company also have at least 35,000 employees or revenues per employee that are between one-fourth and two times our revenues per employee.

The Compensation Committee referred to the 2016 peer group when determining the actual annual incentive award paid in 2016 related to 2015 performance. Our 2016 peer group members are listed below:

2016 Peer Group
Accenture plc   Cognizant Technology Solutions Corporation   Northern Trust Corporation
A.J. Gallagher & Co.   Computer Sciences Corporation   State Street Corporation
Automatic Data Processing, Inc.   Fiserv, Inc.   Towers Watson & Co.
Aetna Inc.   Marsh & McLennan Companies, Inc.   Willis Group Holdings plc
The Allstate Corporation   McGraw Hill Financial, Inc.   Xerox Corporation
Bank of New York Mellon Corporation   Moody's Corporation  

In November 2016, we again reviewed our peer group composition with FW Cook and determined that no changes were warranted (other than to reflect the merger of Willis Group Holdings plc and Towers Watson & Co., bringing the size of the 2017 peer group from seventeen companies to sixteen). The Compensation Committee referred to this peer group when determining the actual annual incentive award paid in 2017 related to 2016 performance.

Leadership Performance Program Under Our Shareholder-Approved Plan

During the first quarter of 2016, we granted performance share units to our executive officers, including each NEO, pursuant to LPP 11, a sub-plan of our Shareholder-Approved Plan. During the first quarter of 2017, we determined our actual levels of achievement under LPP 9.

LPP 11. This is our eleventh layer of consecutive three-year performance cycles for long-term incentive awards granted to our most senior leaders. It is intended to further strengthen the relationship between capital accumulation for our executives and long-term financial performance of the Company and increasing shareholder value. Awards under the LPP are intended to qualify as tax-deductible performance-based compensation under Section 162(m) of the Code, with respect to executives covered by Section 162(m).

The performance share units awarded under LPP 11 are payable (to the extent earned) in the form of Class A Ordinary Shares. The nominal value of the awards was determined and approved by the Compensation Committee. The number of target performance share units was calculated on the date of grant based on that day's closing price for Class A Ordinary Shares on the NYSE. The performance share units under LPP 11 will be earned and settled in a range of 0% (if the threshold level is not achieved) to 200% of the target number of shares based on the Company's cumulative adjusted earnings per share ("EPS") over the three-year performance period.

As was the case for LPP 10, the performance results for LPP 11 will be measured against three-year publicly reported adjusted cumulative EPS growth rate, subject to limited adjustments set forth in the program documentation at the beginning of the three-year period. The adjustments are intended to exclude the impact of unusual or infrequently occurring items, so as to provide a target that, while challenging, eliminates the impact of certain events and circumstances outside of the control of the relevant executive officers. The Compensation Committee's selection under LPP 11 of the three-year performance period and cumulative adjusted EPS financial performance metric provides the award recipients a

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reasonable period of time within which to achieve and sustain challenging long-term growth objectives. The Compensation Committee believes adjusted EPS is a more effective measure of Company performance for purposes of motivating executive performance than against EPS calculated in accordance with U.S. GAAP, as the adjusted measure provides a target that is within the executives' control and area of accountability. Further, the Company believes that adjusted EPS provides a perspective on the Company's ongoing core operating performance that is more consistent with how shareholders measure our success and that creates transparency and clarity for participants.

In determining the individual awards under LPP 11, the Compensation Committee considered internal pay relationships, the award recipient's compensation mix, and total direct compensation.

LPP 9. In early 2017, we determined the actual achievement under LPP 9. The performance period for LPP 9 ended on December 31, 2016.

LPP 9—Performance Share Units (Performance Period 1/1/2014—12/31/2016)

Metric


Threshold
(50% Payout)


Target
(100% Payout)


Maximum
(200% Payout)

Cumulative Adjusted EPS

  $15.11   $16.11   $17.31

    Actual   $18.29

For LPP 9, the cumulative adjusted EPS goals from continuing operations ranged from a threshold level of $15.11, below which no payout would occur, to $17.31 or higher, which would have yielded shares equal to 200% of the target number. A result of $16.11 in cumulative adjusted EPS from continuing operations would have yielded shares equal to 100% of the target number. This target represented a 17% increase over the EPS target for the eighth cycle of our Leadership Performance Program established for the performance period from 2013 through 2015 ("LPP 8"). Our actual cumulative adjusted EPS from continuing operations for the three-year period was $18.29, resulting in a payout at 200% of target.

The adjusted EPS from continuing operations results for LPP 9 include adjustments detailed by the plan governing LPP 9 and approved by the Compensation Committee. For each year of the performance period associated with LPP 9, adjustments to EPS from continuing operations were approved by the Compensation Committee to address the impact of extraordinary legal settlements and an error in deferred tax purchase accounting related to the Hewitt acquisition. Each NEO participated in LPP 9.

We do not pay dividends or dividend equivalents on performance share units.

Annual Incentive Awards Under Our 2011 Incentive Plan

Shareholder-Approved Plan. For purposes of satisfying the performance-based compensation condition for tax-deductibility of compensation paid to certain NEOs under Section 162(m) of the Code, we award bonuses to our senior executives under our Shareholder-Approved Plan. Under our Shareholder-Approved Plan, the Compensation Committee annually approves the framework for our annual incentive compensation program, including the applicable Aon-wide performance metric and minimum achievement threshold against that performance metric. If the metric is not achieved, no annual bonuses are payable under the Shareholder-Approved Plan.

If the minimum achievement threshold is met, the Shareholder-Approved Plan allows for the payment of current-year tax-deductible annual incentives to our executive officers up to a cap of the lesser of $10 million or the maximum annual incentive otherwise established by the Compensation Committee for each executive officer. For 2016, the Compensation Committee established a cap of 300% of each NEO's target annual incentive.

In the first quarter of 2016, the Compensation Committee set annual incentive eligibility for our NEOs. For each NEO other than Mr. Case, annual incentive eligibility was set as a target percentage of the sum of the executive's base salary at year-end plus any annual foreign service allowance the executive received in connection with his or her relocation to London. The Compensation Committee and Mr. Case determined prior to beginning his international assignment that his

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foreign service allowance would not factor into his annual incentive eligibility. The target annual incentives for each of our NEOs are shown in the table below:

NEO


2016 Target Annual
Incentive

Case

  $3,000,000

Davies

  $1,380,000

McGill

  $1,925,000

Savacool

  $   800,000

Lieb

  $   805,000

The Shareholder-Approved Plan does not provide guidelines or formulas for determining the actual annual incentives payable to our executive officers once the metric is achieved. If the metric is achieved, the Shareholder-Approved Plan allows the Compensation Committee to award an annual incentive up to the previously established cap. As explained below, for 2016 the Compensation Committee adopted a framework (the "Executive Committee Incentive Compensation Plan") for determining actual annual incentives to be paid if the metric under the Shareholder-Approved Plan was achieved.

2016 Metric Under Shareholder-Approved Plan. In the first quarter of 2016, the Compensation Committee determined that 2016 Aon-wide performance would be measured by growth in adjusted operating income ("OI") for 2016 as compared to adjusted OI of $2,338 million in 2015. The Compensation Committee set the minimum achievement threshold at 70% of adjusted OI for 2015, or $1,637 million. The Compensation Committee retained the discretion to further adjust OI under the plan for extraordinary, unusual or infrequently occurring items. The Compensation Committee selected OI as the measure to emphasize performance of Aon as a whole and directly link executives' awards to Aon's key business initiatives of delivering distinctive client value and achieving operational excellence.

The Compensation Committee set the minimum threshold at 70% because we believed performance below that level would not create sufficient value for the Company's shareholders and, therefore, should not result in annual incentive payments. If the minimum achievement threshold is satisfied, an annual incentive pool is funded as described below under "Determining 2016 Annual Incentives."

2016 Actual Performance. During the first quarter of 2016, the Compensation Committee determined that Aon's 2016 adjusted OI was $2,418 million, or 103.4%, of the OI for 2015. The Compensation Committee did not make any adjustments to adjusted OI as reported to Aon's shareholders for purposes of the Shareholder-Approved Plan. This exceeded the minimum threshold established under the Shareholder-Approved Plan.

Determining 2016 Annual Incentives. In the first quarter of 2016, the Compensation Committee approved the Executive Committee Incentive Compensation Plan for funding the total annual incentive pool under the Shareholder-Approved Plan for those executives and members of senior management that at such time comprised Aon's management executive committee. That group included each of our NEOs. The rationale for establishing this funding framework was to provide executives with a clearer connection between the expected reward and the required performance, as well as a basis for annual incentive accruals. Under those guidelines, the size of the incentive pool generally equals the budgeted accruals for aggregate target annual incentive payments for members of the Company's executive committee, multiplied by the percentage increase in OI from 2015 to 2016 (reduced by 200 basis points), although the Compensation Committee retains the discretion to approve increases (up to 10%) and decreases (up to 20%) in the size of the incentive pool. In other words, the incentive pool is only funded at target if there is a 2% increase in adjusted OI over the previous year. In accordance with Section 162(m) of the Code, however, no individual could receive an award in excess of the maximum amount established by the Committee (the lesser of $10 million or three times their target annual incentive).

In accordance with the Shareholder-Approved Plan, the Executive Committee Incentive Compensation Plan would not be funded unless Aon achieved the minimum threshold of 70% of actual OI for 2015. After determining that OI in 2016, without permitted adjustments for extraordinary or unusual items, was $2,418 million, the Compensation Committee then met in February 2017 to determine the funding status of the incentive pool. After application of the formula guidelines described above, the total incentive pool reserved for members of the Company's executive committee (including our NEOs), was determined to be $20.9 million. None of the NEOs received their maximum annual incentive of the lesser of $10 million or three times their target annual incentive. Each NEO received in the range of 100% to 116% of their target annual incentive (other than Mr. McGill, who did not receive an annual incentive award for 2016 in connection with his

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separation from the Company in January 2017); on average, the 19 members of the Company's executive committee who participate in the Executive Committee Incentive Compensation Plan received annual incentives at 96.3% of target.

The following table sets forth the actual annual incentive paid to each of our NEOs under the Executive Committee Incentive Compensation Plan for the year:

NEO


2016 Actual Annual
Incentive

Case

  $3,000,000

Davies

  $1,600,000

McGill

  $             0

Savacool

  $   825,000

Lieb

  $   850,000

In determining annual incentives for our NEOs, the Compensation Committee (or, with respect to Mr. Case, the independent members of the Board) took into account several factors, including Mr. Case's compensation recommendations for the NEOs, business and financial results, individual delivery of key strategic initiatives, and personal leadership qualities. Mr. McGill did not receive an annual incentive award for 2016 performance in connection with his separation from the Company in January 2017.

With regard to Mr. Case, the independent members of the Board determined that, under his leadership, the Company delivered positive progress across the four key metrics that we report to shareholders: organic revenue growth, adjusted operating margins, adjusted diluted earnings per share, and free cash flow. Organic growth in commissions and fees was 3%, operating margin on an adjusted basis increased 80 basis points to 20.8%, adjusted earnings per share increased 7% to $6.59, and cash flow from operations increased 16% to a record $2.1 billion. During 2016, the Company also achieved a record share price of $115.61 and deployed $2.5 billion of capital through share repurchases, acquisitions and dividends. During Mr. Case's leadership which began in April 2005, our average annual total shareholder return has been 16%, compared to the return of the benchmark S&P 500 of 5% and 9% for our direct peers. Under Mr. Case's leadership, we also made key progress on strategic initiatives including divestiture of non-core businesses to optimize our portfolio, embedding a focus on return on capital in our firm-wide decision-making processes. The independent members of the Board also determined that Mr. Case demonstrated leadership behavior that aligned with Aon's leadership model for colleague, market, and client interactions.

With regard to Ms. Davies, the Compensation Committee determined that her individual efforts contributed substantially to the Company's financial results in 2016 and positive progress against the four key metrics that we report to shareholders: organic revenue growth, adjusted operating margins, adjusted diluted earnings per share, and free cash flow. In particular, Ms. Davies was instrumental in delivering our record level of cash flow from operations. Ms. Davies also led the Company's long-term capital investment strategy, substantially strengthened our capabilities through the acquisitions of Univers, Admix and Stroz Friedberg, and worked with other key leaders to successfully embed a return on capital focus in our firm-wide decision-making processes. The Compensation Committee also determined that Ms. Davies demonstrated leadership behavior that aligned with Aon's leadership model for colleague, market, and client interactions.

With regard to Ms. Savacool, the Compensation Committee determined that, under her leadership, our HR Solutions business contributed to positive progress against our key metrics, including organic growth in commissions and fees of 3%, an increase in operating margin on an adjusted basis of 30 basis points to a record 18.4% and positive working capital improvements. Ms. Savacool also made significant progress positioning the business for future growth and improved return on invested capital by strategically divesting non-core businesses and driving key innovations in our global health strategy. Ms. Savacool was instrumental in developing the divestiture strategy and then leading the execution of Project Tempo, the Company's pending sale of its benefits administration and HR business process outsourcing platform. The Project Tempo transaction positions the Company to generate free cash flow and proceeds that create a catalyst for the firm's investment in high growth and return on invested capital opportunities intended to maximize client and shareholder value. The Compensation Committee also determined that Ms. Savacool demonstrated leadership behavior that aligned with Aon's leadership model for colleague, market, and client interactions.

With regard to Mr. Lieb, the Compensation Committee determined that Mr. Lieb successfully managed the Company's error and omission claims exposure, including successful resolutions of a number of key legal and compliance matters.

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    Mr. Lieb also delivered key improvements to the Company's legal and compliance capacities through proactive partnership with the Company's business units and appropriate management of our global compliance and reputation risk. The Compensation Committee also determined that Mr. Lieb demonstrated leadership behavior that aligned with Aon's leadership model for colleague, market, and client interactions.

Generally, all annual incentive awards for executive officers are payable 65% in cash and 35% in restricted share units, with such restricted share units vesting ratably over a three-year period (subject to certain forfeiture provisions). These restricted share units are intended to further focus employees' attention on Aon's long-term performance and to further promote retention and increased share ownership. These awards will be settled (to the extent vested) in Class A Ordinary Shares; we also provide dividend equivalents on unvested restricted share units in cash at the same time that actual dividends are paid. The Compensation Committee believes that paying a substantial portion of the executive's annual incentive award in the form of restricted share units strikes a fair balance between reward for past performance and incentive for future improvements. The restricted share units and the cash portion of the bonus were paid to executives during the first quarter of 2017 for 2016 performance.

Executive and Relocation Benefits

Executive Benefits. In addition to our broad-based employee benefit programs that are available to our employees generally (such as health coverage, 401(k) plan, etc.), each of our NEOs is eligible to participate in a deferred compensation program and a supplemental savings plan. We also provide an executive health screening program available to all members of our management executive committee, including our NEOs. None of our NEOs participates in our defined benefit pension plan or the supplemental pension program because each was hired after eligibility in the qualified plan was frozen in 2004. Additional information regarding certain of our executive benefits is set forth under the heading "Nonqualified Deferred Compensation in Fiscal 2016" contained in this proxy statement.

Our Supplemental Savings Plan is a non-qualified deferred compensation plan that provides certain senior management and highly paid employees with the opportunity to receive contributions that could not be credited under the Aon Savings Plan because of tax limitations and the specific provisions of such plan.

Our Deferred Compensation Plan is a non-qualified deferred compensation plan that allows certain senior management and highly paid employees to defer receipt of their salary and/or annual incentive payments into an account that mirrors several different investment options. We do not credit above-market interest on deferred compensation, as that term is defined in the Code. Both the Supplemental Savings Plan and the Deferred Compensation Plan are unfunded, and participants have an unsecured contractual commitment from us to pay the amounts due. When such amounts are due, payments will be made from our general assets.

Relocation Benefits. In 2016, we continued to provide relocation benefits resulting from our relocation of our headquarters to London, United Kingdom to certain of our NEOs. Relocation benefits are customary for expatriate assignments for us and other employers in our industry. The Compensation Committee approved certain relocation benefits for the relocating executives after consulting with FW Cook, and each relocating executive has signed an international assignment letter with Aon that sets forth the relocation benefits available to him or her. The relocation packages for our NEOs are intended to keep them "whole" on a total rewards basis, be transparent and equitable; and reflect competitive practices and benchmarks of industry counterparts. The Compensation Committee periodically reviews the relocation packages of our executives. These benefits are provided pursuant to international assignment letters with our NEOs on assignment, which are described in more detail under the heading "International Assignment Letters."

The compensation received in the form of such benefits is reflected in the Summary Compensation Table for Fiscal Years 2016, 2015, and 2014.

Post-Termination Compensation

We believe that providing severance and change in control severance benefits is critical to recruit talented employees and secure the continued employment and dedication of our existing employees. All or nearly all of the companies with which we compete for talent have similar arrangements in place for their senior executives. While we consider these benefits to be necessary, the terms of these benefits are not considered as part of the compensation strategy when the Compensation Committee annually determines the compensation for the NEOs. Additional information about post-termination compensation is set forth in the section captioned "Potential Payments on Termination or Change-in-Control" contained in this proxy statement.

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Severance Benefits Upon Change in Control. Our NEOs, other than Mr. Case, are eligible for change in control severance benefits under our Combined Severance Plan. The Combined Severance Plan provides that covered executives would receive certain severance benefits upon qualifying terminations of employment in connection with or within two years following a change in control of Aon. Thus, the agreements required a "double trigger"—a qualifying change in control of Aon and a qualifying termination of the executive's employment—for severance benefits to become payable. Mr. Case, who is not covered under the Combined Severance Plan, is party to an individual change in control severance agreement with the Company that also provides certain severance benefits upon a qualifying termination in connection with or within two years following a change in control of Aon. Neither the Combined Severance Plan nor Mr. Case's individual agreement provides for excise tax gross-up protection in the event the executive becomes subject to tax under Section 280G of the Code in connection with such double trigger.

Additional information regarding the change in control arrangements for our NEOs is set forth in the section captioned "Potential Payments on Termination or Change in Control" contained in this proxy statement.

Severance Benefits Pursuant to Employment Agreements. We have entered into agreements with certain executive officers that provide for post-employment severance benefits and transitional compensation if the officer's employment terminates for a qualifying event or circumstance unrelated to a change in control of Aon, such as being terminated without "cause" as such term is defined in the operative agreement. To the extent that members of our executive committee (including our NEOs) are not party to an individual agreement providing for severance benefits, those individuals are eligible to receive severance benefits under the Combined Severance Plan. During 2016, each of our NEOs had an employment agreement providing for severance benefits. Additional information regarding such post-employment severance or transitional compensation for Mr. Case and the other NEOs is set forth in the section captioned "Potential Payments on Termination or Change in Control" contained in this proxy statement.

Separation Agreement With Mr. McGill. Mr. McGill stepped down from the Company effective as of January 31, 2017. In connection with that separation, the Company and Mr. McGill entered into a separation agreement and general release of claims agreement on January 24, 2017, which provides for cash separation payments of $7.5 million in each of 2017, 2018 and 2019 in full satisfaction of all amounts otherwise due to Mr. McGill and contingent upon Mr. McGill's continued compliance with certain restrictive covenants set out in his separation agreement. His award under LPP 9 was earned and paid out as described above under "Leadership Performance Program Under Our 2011 Incentive Plan."

Transition and Separation Agreement With Ms. Savacool. We entered into a transition and separation agreement with Ms. Savacool effective April 25, 2017, which provides that she will serve as Special Advisor to the CEO and oversee the implementation of Project Tempo through her separation from service on December 31, 2017. During the transition period, Ms. Savacool will continue to receive her current base salary. Upon Ms. Savacool's separation and subject to customary conditions, she will receive a cash payment of $3 million and will be eligible for an additional discretionary cash payment of up to $3 million, based on her performance during the transition period. In addition, Ms. Savacool will receive relocation benefits under our domestic transfer policy, as well as price protection of up to $300,000 for the sale of her residence and payment of legal fees up to $25,000. Ms. Savacool will not be eligible to receive any other incentive payments during or with respect to 2017. Ms. Savacool's existing equity awards will continue to be governed by the terms of the applicable plan documents, provided that her award under LPP 11 (which, if earned, will be paid out in early 2019) will be determined as though Ms. Savacool had continued employment with the Company through the payment date.

Directors' Remuneration Policy

In accordance with UK law, our shareholders approved our directors' remuneration policy at our 2014 annual general meeting. The directors' remuneration policy is consistent with the compensation programs and policies set forth in this CD&A and provides a binding framework within which the Compensation Committee oversees the Company's compensation programs applicable to management and non-management directors.

The directors' remuneration policy provides the Compensation Committee with discretion to administer the Company's compensation programs. Pursuant to a statement issued on June 6, 2014, the Compensation Committee committed to certain limitations on the Company's compensation programs, namely limiting the circumstances in which the Compensation Committee would approve a change in base salary, noting that cash incentive awards and equity awards are subject to the limitations of the Shareholder-Approved Plan, limiting annual equity grants to a value of $20 million and grants in connection with the renewal of employment agreements to $30 million, at least 50% of which will be subject to performance conditions, and limiting awards made in the event that the Company appoints a new executive director.

As reported in our Current Report on Form 8-K filed with the SEC on June 30, 2014, there was significant support by shareholders for the directors' remuneration policy, with over 96% of the votes cast at the 2014 annual general meeting being cast in favor of the Company's directors' remuneration policy. All compensation reported in this proxy statement was in compliance with the approved directors' remuneration policy.

The directors' remuneration policy is being presented to shareholders for approval at the Annual General Meeting. The directors' remuneration is set forth on pages A-4 through A-19 in Appendix A to this proxy statement.

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Executive Compensation

The executive compensation disclosure contained in this section reflects compensation information for the years ended December 31, 2016, December 31, 2015 and December 31, 2014. The following Summary Compensation Table contains compensation information for: (1) Mr. Case, who served as our Chief Executive Officer during 2016, (2) Ms. Davies, who served as our Chief Financial Officer during 2016, and (3) Mr. McGill (who separated from the Company in January 2017), Ms. Savacool (who ceased serving as CEO of Aon Hewitt in April 2017), and Mr. Lieb, who were our three other most highly compensated executive officers serving as of December 31, 2016. We refer to these five individuals in this proxy statement as our "named executive officers" or "NEOs".

Summary Compensation Table for Fiscal Years 2016, 2015, and 2014

Name and Principal Position
Year
Salary
($)


Bonus
($)(1)


Stock Awards
($)(2)


Option Awards
($)


Non-Equity
Incentive
Plan Awards
($)(3)




Change in
Pension Value
and Nonqualified
Deferred
Compensation
Earnings ($)(4)






All Other
Compensation
($)(5)



Total ($)
Gregory C. Case 2016 1,500,000 11,064,618 1,950,000 720,155 15,234,773
President and Chief 2015 1,500,000 25,552,082 1,950,000 733,138 29,735,220
Executive Officer 2014 1,500,000 9,880,303 1,950,000 661,337 13,991,640
Christa Davies 2016 800,000

3,641,222

1,040,000

3,231,186 8,712,408
Executive Vice President 2015 800,000

9,215,337

1,040,000

3,657,637 14,712,974
and Chief Financial Officer 2014 800,000

3,486,028

991,250

778,113 6,055,391
Stephen P. McGill 2016 1,100,000 10,775,216 967,809 12,843,025
Former Group President— 2015 1,100,000 5,005,730 1,235,000 1,935,020 9,275,750
Aon plc, Chairman and Chief Executive Officer—Risk Solutions 2014 1,100,000 5,088,644 1,235,000 174,503 7,598,147
Kristi Savacool 2016 800,000

2,337,033

825,000

35,618 3,997,651
Former Chief Executive Officer— 2015 800,000

4,624,265

585,000

33,678 6,042,943
Aon Hewitt 2014 800,000

2,247,924

526,500

31,973 3,606,397
Peter Lieb 2016 700,000 1,741,860 552,500 9,129 1,047,102 4,050,591
Executive Vice President, 2015 700,000 1,712,935 552,500 8,612 1,005,218 3,979,265
General Counsel and Company Secretary 2014 700,000 2,474,296 494,000 8,125 735,006 4,411,427
(1)
None of our NEOs received any payments in the years reported that would be characterized as "bonus" payments under SEC rules. Annual cash incentive awards earned in the years reported are shown in the column titled "Non-Equity Incentive Plan Awards."

(2)
The amounts shown reflect the aggregate grant date fair value (determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation ("ASC Topic 718")) of restricted share unit awards (paid in satisfaction of 35% of each NEO's annual incentive award for the previous performance year) and performance share unit awards granted to our NEOs pursuant to the Shareholder-Approved Plan in 2016, 2015, and 2014. These amounts disregard adjustments for forfeiture assumptions and do not reflect amounts actually paid to, or realized by, the NEOs in the years shown, or any prior years.


In 2016, each of our NEOs received awards under the LPP with a grant date fair value as set forth in the table below. For Mr. McGill, the amount shown includes the grant date target value of a supplemental award of $6 million, which was granted in connection with his employment agreement extension in 2015.

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Name


Year
Grant Date Fair Value of
Performance Share Unit
Awards Assuming Probable
Outcomes Under LPP ($)




Grant Date Fair Value of
Performance Share Unit
Awards Assuming
Achievement of Maximum
Performance Levels
Under LPP ($)

Gregory C. Case

2016 10,014,650 20,029,300

2015 24,502,124 49,004,248

2014 8,777,768 17,555,535

Christa Davies

2016 3,081,178 6,162,356

2015 8,681,547 17,363,093

2014 2,926,059 5,852,119

Stephen P. McGill

2016 10,110,200 20,220,400

2015 4,340,773 8,681,547

2014 4,388,619 8,777,238

Kristi Savacool

2016 2,022,020 4,044,040

2015 4,340,773 8,681,547

2014 1,950,443 3,900,887

Peter Lieb

2016 1,444,343 2,888,686

2015 1,446,893 2,893,785

2014 2,194,269 4,388,538

For awards granted under the LPP, the grant date fair value of performance share units is calculated in accordance with ASC Topic 718 based on the probable outcome of the performance conditions at the time of grant. Set forth above are the grant date fair values of the performance share unit awards granted under the LPP, calculated assuming (i) the probable outcome of the performance conditions for each program, which amount is included in the "Stock Awards" column of this Summary Compensation Table and (ii) achievement of the maximum levels of performance (which is the dollar value attributed to the original award multiplied by 200% for each year shown for the LPP). The amounts shown in the table above reflect the aggregate grant date fair value for these awards computed in accordance with ASC Topic 718, and do not correspond to the actual value that will be recognized by our NEOs.

    In February 2017, the following awards of restricted share units were issued to the NEOs in recognition of 2016 performance and represent 35% of each NEO's annual incentive award for that year: Mr. Case, 8,934; Ms. Davies, 4,775; and Mr. Lieb, 2,537. Mr. McGill did not receive an annual incentive award for 2016 performance as a result of his separation from the Company in January 2017. Ms. Savacool received her entire annual incentive award for 2016 entirely in cash in consideration of her significant contributions towards Project Tempo. To the extent these individuals are designated as NEOs in future years, the grant date fair value of restricted share units will be reflected as compensation for Fiscal Year 2017 in the "Stock Awards" column of the Summary Compensation Table in future proxy statements. For further information on the awards granted in 2016, see the "Grants of Plan-Based Awards in Fiscal Year 2016" table below.

(3)
The amounts shown in the "Non-Equity Incentive Plan Awards" column for each of 2016, 2015 and 2014 reflect the cash portion of the annual incentive awards earned by the NEOs for performance in those years (generally, under the terms of those awards, 35% is paid in the form of restricted share units and 65% is paid in the form of cash). These amounts were actually paid to the NEOs in the first quarter of the year following the relevant performance year.

(4)
Mr. Lieb is the only NEO who has participated in the Deferred Compensation Plan. For the amounts deferred prior to January 1, 2014, the investment options under the Deferred Compensation Plan include a fixed annual rate of 6%. The amount included in this column represents the difference between the interest rate used to calculate earnings under this fixed return and 120% of the applicable federal long-term rate.

(5)
For 2016, the amounts reported as "All Other Compensation" consist of the following components:

Name


Company
Contributions
($)(a)



Perquisites
($)(b)


Other
($)(c)


Tax
Reimbursements
($)(d)



Total
($)

Gregory C. Case

28,975 76,667 614,513 720,155

Christa Davies

26,625 113,020 527,508 2,564,033 3,231,186

Stephen P. McGill

28,975 74,282 121,000 743,552 967,809

Kristi Savacool

28,975 6,643 35,618

Peter Lieb

26,625 43,215 552,069 425,193 1,047,102
    (a)
    The amounts shown in the "Company Contributions" column represent, for each of our NEOs, (i) a contribution by Aon of $17,225 for each of Mr. Lieb and Ms. Savacool, and $16,950 for each of Mr. Case, Ms. Davies and Mr. McGill, to the Aon Savings Plan, our qualified

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    defined contribution plan; and (ii) a contribution by Aon of $12,025 for each of Mr. Case and Mr. McGill, $11,750 for Ms. Savacool, $9,675 for Ms. Davies, and $9,400 for Mr. Lieb, to the Aon Supplemental Savings Plan, a non-qualified defined contribution plan.

    (b)
    In connection with the redomestication, certain of our NEOs agreed to relocate to London, United Kingdom. Relocation benefits are customary for expatriate assignments for the Company and other employers in its industry. The relocation packages are intended to keep the transferred executives "whole" on a total rewards basis, be transparent and equitable, and reflect competitive practices and benchmarks of industry counterparts.


    The amounts included as compensation are the amounts actually paid by Aon to third parties in connection with the NEO's eligible dependents' schooling or assistance in preparing his or her tax returns.

      In 2016, the Company provided perquisites related to the relocation as follows:

Name


Schooling
Assistance
($)



Tax
Preparation
Services
($)

Gregory C. Case

31,420

Christa Davies

47,876

58,125

Stephen P. McGill

66,390

Peter Lieb



38,815

    For a description of cash allowances and cash bonuses paid to our NEOs in connection with the relocation, see footnote (c) below.

      We maintain an arrangement with NetJets for use of chartered aircraft. Infrequently, an NEO will use a NetJets flight for personal purposes, or the spouse and guests of an NEO may accompany the executive when a NetJets flight is already going to a specific destination for a business purpose. In the case of a personal flight, the incremental cost to the Company of such flight is reimbursed to the Company by the NEO. In the case of a spouse or other guest on a business flight, this has a minimal cost to the Company and, where applicable, the direct variable costs associated with the additional passenger are included in determining the aggregate incremental cost to the Company. For Mr. Case and Mr. McGill, the perquisite column includes any amounts related to such accompanied travel.

      All of our NEOs participated in Aon's executive health screening program in 2016, and Mr. Case participated in our executive paid life insurance program in 2016. The amount included in "All Other Compensation" is the actual cost to Aon of the NEO's use of these programs.

    (c)
    In connection with their relocation to London, United Kingdom, certain NEOs are entitled to additional cash compensation in accordance with the terms of their relocation letters and our relocation programs. Allowances became payable to the NEOs beginning on the date the NEO's foreign assignment began, and terminate at the end of the foreign assignment. Pursuant to the amended relocation letters, which became effective July 1, 2016, the housing allowance and cost of living allowance are subject to annual adjustment based upon foreign exchange rate fluctuations. The following table sets forth the additional compensation received by the NEOs with respect to 2016 service:

Name


Housing
Allowance ($)


Cost of
Living
Allowance
($)




Foreign
Service
Allowance
($)




Home
Leave
Allowance
($)




Transportation Allowance
($)


Total

Gregory C. Case

382,013 97,500 135,000 614,513

Christa Davies

286,510 97,500 120,000 23,498 527,508

Stephen P. McGill

97,500 23,500 121,000

Peter Lieb

286,510 97,500 105,000 39,559 23,500 552,069
    (d)
    In connection with their relocation to London, United Kingdom, Ms. Davies, Mr. McGill (through his separation date), and Mr. Lieb are entitled to receive a tax equalization benefit designed to equalize the income tax paid by the executive so that his or her total income and social tax costs related to any earnings from the Company while on the international assignment (including earnings related to granting or vesting of equity-based awards) will be no more than an amount the executive would have paid had all of the earnings been taxable solely pursuant to U.S. income and social tax laws.


    The tax equalization benefit caps the executive's total income and social tax exposure to what he or she would be taxed on earnings from the Company under the U.S. tax laws (as compared to the U.K. tax laws as in existence from time to time). This policy is designed and intended to yield neither an economic benefit nor detriment to an executive as a result of his or her international assignment. The amounts shown for Ms. Davies and Mr. McGill in particular largely reflect the impact of the vesting in 2016 of performance shares granted to those NEOs for the 2013 through 2015 performance period, during which time we achieved adjusted earnings per share of $16.51 (compared to target of $13.80) resulting in a payout at 200% of target and a 58% increase in the market price of our shares from grant date for the award.

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    For Ms. Davies, Mr. McGill, and Mr. Lieb, schooling assistance and allowances for foreign service, housing, cost of living, home leave, and transportation are grossed up for applicable U.S. taxes.


    The amounts shown in the "All Other Compensation" table represent Aon's calculation of the excess United Kingdom taxes paid above the hypothetical tax that the NEO would have paid had he or she not been relocated to London, United Kingdom and the amount paid by Aon to neutralize the tax impact on the NEO with respect to eligible relocation compensation.

Employment Agreements and Other Compensation Agreements

Mr. Case's Employment Agreement

Aon has entered into an Amended and Restated Employment Agreement with Gregory C. Case, our President and Chief Executive Officer, dated January 16, 2015, which commenced January 16, 2015 and will expire April 1, 2020 unless terminated earlier. The agreement provides that Mr. Case will be employed as Aon's President and Chief Executive Officer. The agreement also provides that Mr. Case will be nominated for re-election as a member of the Board at each annual meeting of shareholders during the period of his employment.

The agreement provides for an initial base salary of $1,500,000, subject to adjustment at the discretion of the Board, a target annual incentive bonus of not less than 200% of his base salary, subject to the provisions of the Shareholder-Approved Plan. The Board retains the discretion to determine Mr. Case's actual bonus payment.

Pursuant to the agreement, in March 2015, Mr. Case received an additional award pursuant to Aon's LPP for the performance period beginning January 1, 2015 and ending December 31, 2017 with a grant date target value of $15,000,000. This award was in addition to his regular annual long-term incentive award, and will be earned based upon the same performance criteria and weightings as his regular annual long-term incentive award for 2015, which was also the same for other participants in the LPP for the performance period.

In addition, the agreement provides that Mr. Case will be provided with life insurance coverage in an amount no less than $5,000,000 during the term of the agreement. Under the agreement, Mr. Case has also agreed to maintain an investment position in Aon Class A Ordinary Shares equal to no less than twenty times his annual base salary.

Ms. Davies's Employment Agreement

Aon has entered into an Employment Agreement with Christa Davies, our Executive Vice President and Chief Financial Officer, dated as of October 3, 2007, which was amended on March 27, 2012 and February 20, 2015 and which expires on April 1, 2020. The agreement, as amended, provides that Ms. Davies will be employed as Aon's Executive Vice President and Chief Financial Officer. The agreement, as amended, provides for a base salary of no less than $800,000, subject to adjustment at the discretion of the Chief Executive Officer and the Compensation Committee of the Board, and a target annual incentive bonus of 150% of her base salary.

Pursuant to the 2015 amendment, in March 2015, Ms. Davies received an additional award pursuant to Aon's LPP for the performance period beginning on January 1, 2015 and ending December 31, 2017 with a grant date target value of $6,000,000. This award was in addition to her regular annual long-term incentive award, and will be earned based upon the same performance criteria and weightings as her regular annual long-term incentive award for 2015, which was also the same for other participants in the LPP for the performance period.

Mr. McGill's Employment Agreement

Aon entered into an Amended and Restated Employment Agreement with Stephen P. McGill, our former Group President—Aon plc, Chairman and Chief Executive Officer of Aon Risk Solutions, dated July 8, 2015. As amended, the agreement would have expired December 1, 2020, unless terminated earlier. The agreement provided that Mr. McGill would be employed as the Chairman and Chief Executive Officer, Aon Risk Solutions and Group President of Aon plc. The agreement provided for a base salary of no less than $1,100,000, subject to adjustment at the discretion of the Chief Executive Officer and the Compensation Committee of the Board, and a target annual incentive bonus of 175% of his base salary. The Board retained the discretion to determine Mr. McGill's actual bonus payment.

Pursuant to the amended and restated agreement, in March 2016, Mr. McGill received an additional award pursuant to Aon's LPP for the performance period beginning on January 1, 2016 and ending December 31, 2018 with a grant date target value of $6,000,000. This award was in addition to his regular annual long-term incentive award, and was to be earned based upon the same performance criteria and weightings as his regular annual long-term incentive award for 2016, which was the same for other participants in the LPP for the performance period.

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Mr. McGill's employment with the Company terminated effective January 31, 2017, in connection with which the Company and Mr. McGill entered into a separation agreement and general release of claims. This agreement is described in more detail above under "Separation Agreement With Mr. McGill."

Ms. Savacool's Employment Agreement

Aon has entered into an Amended and Restated Employment Agreement with Kristi Savacool, our fomer Chief Executive Officer, Aon Hewitt dated as of February 24, 2015, which would have expired on April 1, 2020 unless terminated earlier. The agreement provided for a base salary of no less than $800,000, subject to adjustment, and a target annual incentive bonus of 100% of her base salary, subject to a cap of 300% of her base salary.

Pursuant to the amended and restated agreement, in March 2015, Ms. Savacool received an additional award pursuant to Aon's LPP for the performance period beginning January 1, 2015 and ending December 31, 2017 with a grant date target value of $2,500,000. This award was in addition to her regular annual long-term incentive award, and will be earned based upon the same performance criteria and weightings as her regular annual long-term incentive award 2015, which was also the same for other participants in the LPP for the performance period.

Ms. Savacool entered into a transition and separation agreement effective April 25, 2017, in connection with which Ms. Savacool transitioned to the role of Special Advisor to the CEO with respect to overseeing the successful separation of our benefits administration and HR business process outsourcing platform under Project Tempo. During the transition period through December 31, 2017, she will continue to receive her base salary. This transition and separation agreement is described in more detail above under "Transition and Separation Agreement With Ms. Savacool."

Mr. Lieb's Employment Agreement

Aon entered into an Employment Agreement with Peter M. Lieb, our Executive Vice President, General Counsel and Company Secretary, dated as of January 1, 2014 that expires on January 1, 2019, unless terminated earlier. The agreement replaces Aon's prior agreement with Mr. Lieb and provides for a base salary of no less than $700,000, subject to adjustment, and a target annual incentive bonus of 100% of his base salary, subject to a cap of 300% of his base salary.

Pursuant to the agreement, Mr. Lieb received an additional award pursuant to Aon's LPP for the performance period beginning January 1, 2014 and ending December 31, 2016 with a grant date target value of $750,000. This award was in addition to his regular annual long-term incentive award and was earned based on the same performance criteria and weightings as his regular annual long-term incentive award for 2014, which was also the same for other participants in the LPP for the performance period.

International Assignment Letters

In connection with the redomestication, in 2012, Aon entered into international assignment letters with each of Mr. Case, Ms. Davies, Mr. McGill, and Mr. Lieb. The letter describes the international assignment and sets forth the relocation benefits to the executive, which are described below. The letter is not intended to diminish the rights of the executive under his or her current employment arrangement; however, the letter provides by its terms that the executive's acceptance of the international assignment, and repatriation thereafter, shall not give rise to any right to terminate for good reason (as such term is defined in the executive's employment agreement, if applicable). The letters will only remain in effect during the international assignment, and were amended and extended in July 2014 for an additional two years, and further amended and extended effective July 1, 2016 for an additional two years. Depending on each executive's personal circumstances, and as disclosed in the tables above, the relocation packages, as amended, generally provide some or all of the following benefits:

a monthly housing allowance of approximately $31,834 for Mr. Case; and (b) $23,876 for each of Ms. Davies and Mr. Lieb;

a monthly cost of living differential of $8,125;

a monthly foreign service allowance of $135,000 for Mr. Case, $120,000 for Ms. Davies, and $105,000 for Mr. Lieb;

a monthly car allowance of approximately $1,960;

an annual home leave allowance for Mr. Lieb;

eligible dependents' schooling assistance, including tuition and application fees, for Ms. Davies;

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a tax equalization benefit designed to equalize the income tax paid by the executive so that his or her total income and social tax costs related to any earnings from the Company while on the international assignment (including earnings related to granting or vesting of equity-based awards) will be no more than an amount the executive would have paid had all of the earnings been taxable solely pursuant to the U.S. income and social tax laws;

a tax gross-up on schooling assistance and allowances related to housing, cost of living, home leave and transportation; and

enhanced tax preparation and planning and expatriate services for the tax years covered by the international assignment or for which international earnings are taxed by the host country.

All of the relocation benefits are subject to recoupment if the executive officer resigns employment with the Company within two years of commencing the international assignment, or twelve months after the end thereof, and becomes employed by a direct competitor of the Company.

Grants of Plan-Based Awards in Fiscal Year 2016

The following table provides information on non-equity incentive plan awards, restricted share unit awards and performance share unit awards granted in 2016 to each of the NEOs.

  Estimated Possible Payouts
Under Non-Equity Incentive
plan Awards(1)



Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)



All Other Stock
Awards:
Number of
Shares of
Stock





All Other
Option
Awards:
Number of
Securities
Underlying






Exercise
or
Base
Price
of
Option






Grant
Date Fair
Value of
Stock and
Option

Name


Grant
Date


Target
($)


Maximum
($)


Threshold
(#)


Target
(#)


Maximum
(#)


or Units
(#)(3)


Options
(#)


Awards
($/Sh)


Awards
($)(4)

Gregory C. Case

3,000,000 9,000,000

2/19/2016 11,220 1,049,968

3/31/2016 49,785 99,569 199,138 10,014,650

Christa Davies



1,380,000 4,140,000













2/18/2016















5,922



560,044

3/30/2016







15,391 30,781 61,562





3,081,178

Stephen P. McGill

1,925,000 5,775,000

2/18/2016 7,032 665,016

3/30/2016 50,501 101,001 202,002 10,110,200

Kristi Savacool



800,000 2,400,000













2/18/2016















3,331



315,013

3/30/2016







10,100 20,200 40,400





2,022,020

Peter Lieb

805,000 2,415,000

2/18/2016 3,146 297,517

3/30/2016 7,215 14,429 28,858 1,444,343
(1)
The amounts shown relate to potential incentive plan awards for 2016 service for each NEO under the Shareholder-Approved Plan. The amounts shown as "Target" represent the target payment level of 200% for Mr. Case, 175% for Mr. McGill, 150% for Ms. Davies, and 100% for each of Mr. Lieb and Ms. Savacool, of their respective base salaries, and the amounts shown in "Maximum" reflect the maximum payment level of the lesser of $10,000,000 or three times the target incentive amount, as provided by the terms of the Shareholder-Approved Plan. For Ms. Davies and Mr. Lieb, the annual foreign service allowance is included with base salary in determining their bonus targets.

The Shareholder-Approved Plan does not contain a threshold payment level for each NEO. If pre-established performance measures are not met, no payments are made.

Awards actually paid in recognition of 2016 performance were paid 65% in cash and 35% in restricted share units during the first quarter of 2017 (except with respect to Mr. McGill, who did not receive an annual incentive award for 2016 in connection with his separation from the Company in January 2017, and Ms. Savacool, who received her annual incentive award for 2016 entirely in cash in consideration of her significant contributions towards Project Tempo). The actual cash portions paid to the NEOs for 2016 performance are set forth in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table. The actual restricted share unit portions of the awards granted to the NEOs for 2016 performance are set forth in the footnote to the "Stock Awards" column of the Summary Compensation Table.

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    For more information regarding the terms of the Shareholder-Approved Plan, see the section titled "Annual Incentive Awards Under Our Shareholder-Approved Plan" in the CD&A.

(2)
The amounts shown in columns titled "Threshold," "Target" and "Maximum" represent the threshold, target and maximum number of performance share units granted to our NEOs pursuant to Aon's LPP 11 that will be earned and settled in Class A Ordinary Shares if certain performance criteria are achieved during the 2016 to 2018 performance period. As the potential payments are dependent on achieving certain performance criteria, actual payouts could differ by a significant amount. For more information regarding the terms of these performance share units and LPP 11, see the section titled "Leadership Performance Program Under Our 2011 Incentive Plan" in the CD&A.

(3)
The amounts shown in this column represent the number of restricted share units granted to each NEO in 2016 in satisfaction of 35% of the annual incentive award earned by such NEO for 2015 performance. Within the framework of the Shareholder-Approved Plan, the target amount of each NEO's annual incentive award for 2015 performance (calculated as a percentage of base salary and, with respect to Ms. Davies and Mr. Lieb, their annual foreign service allowance) was 200% for Mr. Case, 175% for Mr. McGill, 150% for Ms. Davies and 100% for each of Ms. Savacool and Mr. Lieb; the bonus range was capped at 600% for Mr. Case, 525% for Mr. McGill, 450% for Ms. Davies and 300% for each of Ms. Savacool and Mr. Lieb. The determination of the actual incentive amount payable was determined based, among other things, on Aon's performance overall, the performance of the executive's business unit and individual performance.

    These restricted share units will vest in installments of 331/3% on the first through third anniversaries of the date of grant. Dividend equivalents are paid quarterly in cash on unvested restricted share units and voting rights do not attach to any unvested restricted share units.

(4)
The amounts shown in this column are the grant date fair values of the various awards. The grant date fair value generally reflects the aggregate grant date fair value computed in accordance with ASC Topic 718 and, with respect to the performance share unit awards granted under the LPP, is based on the probable outcome of the performance-based conditions at the time of grant. These amounts do not correspond to the actual value (if any) that may be recognized by the NEOs.

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Outstanding Equity Awards at 2016 Fiscal Year End

The following table sets forth information regarding outstanding share options, restricted share units and performance share units held by each of our NEOs on December 31, 2016. See "Potential Payments on Termination or Change in Control" for information regarding the impact of certain employment termination scenarios on outstanding equity awards.

  Option Awards

Stock Awards

Name


Grant Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable







Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable







Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)











Option
Exercise
Price
($)(1)




Option
Expiration
Date



Number
of
Shares
or
Units of
Stock
That
Have
Not
Vested
(#)











Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)








Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(#)
















Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)

Gregory C.

2/14/2014(2) 4,312 480,917

Case

3/14/2014(3) 215,776 24,065,497

2/20/2015(2) 6,976 778,033

3/20/2015(4) 511,580 57,056,517

2/19/2016(2) 11,220 1,251,367

3/31/2016(4) 199,138 22,209,861

Christa

11/12/2007 100,000



45.8950 11/12/2017

Davies

2/13/2014(2)





2,214 246,927

3/13/2014(3)





60,096 6,702,507

3/20/2014(3)





11,706 1,305,570

2/19/2015(2)





3,549 395,820

3/19/2015(4)





181,984 20,296,676

2/18/2016(2)





5,922 660,481

3/30/2016(4)





61,562 6,866,010

Stephen P.

2/13/2014(2) 2,768 308,715

McGill

3/13/2014(3) 108,174 12,064,646

2/19/2015(2) 4,421 493,074

3/19/2015(4) 90,992 10,148,338

2/18/2016(2) 7,032 784,279

3/30/2016(4) 202,002 22,529,283

Kristi

2/13/2014(2)





1,176 131,159

Savacool

3/13/2014(3)





48,076 5,361,916

2/19/2015(2)





1,885 210,234

3/19/2015(4)





90,992 10,148,338

2/18/2016(2)





3,331 371,506

3/30/2016(4)





40,400 4,505,812

Peter

2/13/2014(2) 1,107 123,464

Lieb

3/13/2014(3) 54,086 6,032,212

2/19/2015(2) 1,769 197,297

3/19/2015(4) 30,330 3,382,705

2/18/2016(2) 3,146 350,873

3/30/2016(4) 28,858 3,218,533
(1)
The exercise price for these options was determined by averaging the high and low selling prices of a share of common stock of Aon Corporation, predecessor to Aon plc, on the NYSE on the grant date.

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(2)
The vesting schedule for the restricted share units, other than performance share units, held by each NEO is as follows:

Vesting Date


Gregory C.
Case


Christa Davies
Stephen P.
McGill


Kristi Savacool
Peter Lieb

2/13/2017

2,214 2,768 1,176 1,107

2/14/2017

4,312

2/18/2017

1,974 2,344 1,110 1,048

2/19/2017

3,740 1,774 2,210 942 884

2/20/2017

3,488

2/18/2018

1,974 2,344 1,110 1,049

2/19/2018

3,740 1,775 2,211 943 885

2/20/2018

3,488

2/18/2019

1,974 2,344 1,111 1,049

2/19/2019

3,740

Total

22,508 11,685 14,221 6,392 6,022
(3)
The performance share units convert into Class A Ordinary Shares on a one-to-one basis after the conclusion of a three-year performance period. For performance share units with a March 13, 2014, March 14, 2014 or March 20, 2014 grant date, the three-year performance period ended on December 31, 2016. These performance share units were subsequently settled in Class A Ordinary Shares on February 16, 2017.

(4)
The performance share units, to the extent earned, convert into Class A Ordinary Shares on a one-to-one basis after the conclusion of a three-year performance period. For the LPP, a pre-established cumulative earnings per share target as certified by the Compensation Committee in the first quarter of the year after the performance period has ended must be met. For LPP performance share units with a March 19, 2015 or March 20, 2015 grant date, the three-year performance period ends on December 31, 2017. For LPP performance share units with a March 30, 2016 or March 31, 2016 grant date, the three-year performance period ends on December 31, 2018.

    If the minimum or threshold performance is not attained, the performance share units will be forfeited. In this table, the maximum number of performance share units is shown for outstanding awards for all LPP cycles as awards under these cycles are currently tracking at or above target payout levels. The market value is calculated using $111.53, the closing price of a Class A Ordinary Share on the NYSE on December 30, 2016. If Aon does not attain the maximum cumulative target over the three-year period, the number of Class A Ordinary Shares received by the NEOs upon settlement will be reduced.

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Option Exercises and Stock Vested in Fiscal Year 2016

The following table sets forth (1) the number of Class A Ordinary Shares acquired during 2016 by our NEOs upon the exercise of share options, the vesting of restricted share unit awards and the settlement of performance share unit awards, and (2) the value realized upon such exercise, vesting or settlement.

Option Awards
Stock Awards

Name


Number of Shares
Acquired on Exercise
(#)(1)



Value Realized
on Exercise
($)(2)



Number of Shares
Acquired on Vesting
(#)(3)



Value Realized
on Vesting
($)(4)

Gregory C. Case

301,818 28,528,487

Christa Davies

98,397 9,298,812

Stephen P. McGill

141,500 13,373,414

Kristi Savacool

70,431 6,656,824

Peter Lieb

25,000 1,582,838 53,392 5,045,923
(1)
The amounts shown this column reflect the aggregate number of Class A Ordinary Shares underlying options that were exercised in 2016.

(2)
Calculated by multiplying (a) the difference between (i) the market price of Class A Ordinary Shares on the exercise date, and (ii) the exercise price of the options, by (b) the number of Class A Ordinary Shares acquired upon exercise.

(3)
Represents (a) the vesting of restricted share units granted under the Shareholder-Approved Plan and (b) the settlement of performance share unit awards granted under the LPP in March 2013 for the three-year performance period ending on December 31, 2015, which were converted into Class A Ordinary Shares on February 18, 2016. Of the amounts shown, the following aggregate number of Class A Ordinary Shares were withheld to pay taxes due in connection with the vesting: Mr. Case, 136,361 shares; Ms. Davies, 39,207 shares; Mr. McGill, 57,104 shares; Ms. Savacool, 30,553 shares; and Mr. Lieb, 23,950 shares.

(4)
Calculated by multiplying (a) the fair market value of Class A Ordinary Shares on the vesting date, which was determined using the closing price on the NYSE of a Class A Ordinary Share on the date of vesting or, if such day is a holiday, on the immediately preceding working day, by (b) the number of Class A Ordinary Shares acquired upon vesting.

Nonqualified Deferred Compensation in Fiscal Year 2016

The table below shows any executive contributions, contributions by Aon, earnings, withdrawals and account balances for the NEOs with respect to our Deferred Compensation Plan and our Supplemental Savings Plan.

See the section titled "Executive and Relocation Benefits" in the CD&A and the narratives set forth below the following table for additional information on these plans.

Name


Name of Plan
Executive
Contributions
in Last Fiscal
Year
($)





Aon
Contributions
in Last Fiscal
Year
($)(1)





Aggregate
Earnings
in Last
Fiscal
Year
($)(2)






Aggregate
Withdrawals/
Distributions
($)




Aggregate
Balance
at
Last
Fiscal
Year End
($)(3)

Gregory C. Case

Deferred Compensation Plan

Supplemental Savings Plan 12,025 1,676 121,801

Christa Davies

Deferred Compensation Plan

Supplemental Savings Plan 9,675 6,786 108,111

Stephen P. McGill

Deferred Compensation Plan

Supplemental Savings Plan 12,025 3,912 71,028

Kristi Savacool

Deferred Compensation Plan

Supplemental Savings Plan 11,750 8,486 83,703

Peter Lieb

Deferred Compensation Plan 62,625 33,773 687,069

Supplemental Savings Plan 9,400 6,294 74,570
(1)
These amounts are included in "All Other Compensation" for 2016 in the Summary Compensation Table.

(2)
In November 2013, Aon changed investment options available under the Deferred Compensation Plan to include a fixed annual return of 6%. Of the amount shown in this column, $9,129 was included as 2016 compensation for Mr. Lieb in the Summary Compensation Table as above-market earnings. Otherwise, no amounts in this column are included as 2016 compensation in the Summary Compensation Table.

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(3)
The following table provides the amount reported in the "Aggregate Balance at Last Fiscal Year End" column for each NEO that has been previously reported as compensation in the Summary Compensation Tables for 2016, 2015 and 2014.

Name


Name of Plan
Amount
Included in
2016
Compensation
in Summary
Compensation
Table
($)








Amount
Included in
2015
Compensation
in Summary
Compensation
Table
($)








Amount
Included in
2014
Compensation
in Summary
Compensation
Table
($)

Gregory C. Case

Supplemental Savings Plan 12,025 11,750 9,600

Christa Davies

Supplemental Savings Plan 9,675 9,400 9,600

Stephen P. McGill

Supplemental Savings Plan 12,025 11,750 9,600

Kristi Savacool

Supplemental Savings Plan 11,750 11,750 9,600

Peter Lieb

Supplemental Savings Plan 9,400 9,400 9,600

Deferred Compensation Plan 9,129 8,612 8,125

Aon Deferred Compensation Plan

The Deferred Compensation Plan is an unfunded, unsecured nonqualified deferred compensation program that allows certain senior management or highly compensated employees to defer:

Up to 75% of their base salary;

All or a portion of cash incentive income;

Up to 75% of commissions, production bonuses and cross-sell bonuses; and

Up to 75% of other earnings, including certain hiring, retention or non-performance bonuses.

Aon does not make any company contributions to the Deferred Compensation Plan. The aggregate balances shown above represent amounts that the NEOs earned but elected to defer, plus earnings or losses. Deferrals may be allocated among a choice of three valuation funds that are used to determine investment gains or losses credited to the accumulated account balance. Participants can change their investment selections on a going-forward basis by contacting the Plan's administrator.

When participants elect to defer amounts into the Deferred Compensation Plan, they must also select when the amounts ultimately will be distributed to them. Distributions may either be made in a specific year, whether or not employment has then ended, or after the executive's retirement or termination.

Participants who elect to have distributions made in a specific year must choose a payout date that is at least three years after the date of the first deferral election, and can elect to receive a single, lump-sum payment or up to five annual installments. Distributions begin as soon as practicable after February 28 of the elected calendar year. Participants who elect to have distributions made at retirement or termination can elect to receive a single, lump-sum payment or up to ten annual installments. Payments commence as soon as practicable after February 28 of the year following termination of employment.

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Aon Supplemental Savings Plan

The Aon Supplemental Savings Plan was created to provide matching and other company allocations similar to those participants in the Aon Savings Plan (our qualified 401(k) plan) would have received had the Code limits not restricted contributions under the Aon Savings Plan. Participants eligible for Aon Savings Plan company contributions who are active at the end of the plan year and who attain the IRS 401(k) contribution limit and compensation limit (or participate in the Deferred Compensation Plan) receive supplemental allocations to the Supplemental Savings Plan based on their years of service and their match eligible compensation in excess of the IRS limit or Deferred Compensation Plan deferrals (to a combined plan limit of $500,000). Distributions from the Supplemental Savings Plan must begin at the earlier of retirement or age 65.

Each NEO participated in the Supplemental Savings Plan in 2016. If the NEO contributes the maximum permissible amount to the Aon Savings Plan, the Supplemental Savings Plan provides for a company allocation as a percentage of compensation in excess of the IRS limit ($265,000 in 2016), with such compensation capped at $500,000. The percentage allocation varies by length of service but in the first four years of employment, the allocation percentage is 3% and increases to 6% after 15 years of service. Aon made the following allocations for 2016 to the respective accounts of NEO: a matching contribution under the Aon Savings Plan of $17,225 for Ms. Savacool and Mr. Lieb, and $16,950 for Mr. Case, Ms. Davies and Mr. McGill and an allocation to the Aon Supplemental Savings Plan account of $11,750 for Mr. Case, Mr. McGill and Ms. Savacool and $9,400 respectively for Ms. Davies and Mr. Lieb.

Potential Payments and Benefits On Termination or Change in Control

Each NEO has entered into an Employment Agreement with Aon that addresses the payments and benefits that he or she will receive under various termination scenarios. Non-competition and non-solicitation covenants apply to each NEO for a period of two years, in each case following the termination of employment of such executive without regard to the reason for such termination.

Effective April 5, 2016, each NEO other than Mr. Case became entitled to participate in our new Executive Committee Combined Severance and Change in Control Plan, which provides certain severance benefits upon a qualifying termination in connection with or during the two years following a change in control of Aon. Mr. Case is party to his own individual agreement with the Company providing certain severance benefits in connection with a qualifying termination in the event of a change in control.

The tables below outline the potential payments to the NEOs upon the occurrence of various termination events, including a termination upon a change in control of Aon. The following assumptions apply with respect to the tables below and any termination of employment of an NEO:

The amounts shown in the table assume that the employment of each NEO was terminated on December 31, 2016, and that the price per Class A Ordinary Share is $111.53 per share, the closing market price per share on that date. Accordingly, the tables set forth amounts earned as of December 31, 2016 and include estimates of amounts that would be paid to the NEO upon the occurrence of a termination event.

Each NEO is entitled to receive amounts earned during the term of his or her employment regardless of the manner of termination. These amounts include accrued base salary, accrued vacation time and other employee benefits to which the NEO was entitled on the date of termination, and are not shown in the tables below. Each NEO's employment agreement, other than Mr. Case's, provides that the NEO is entitled to 365 days' notice in the event that the Company terminates his or her employment without cause, during which period the NEO would continue to receive base salary and remain eligible for the Company's standard benefit plans.

The specific definitions of (i) "good reason" applicable to "Voluntary—Good Reason," (ii) "cause" applicable to "Involuntary—For Cause," and (iii) "without cause" or "not for cause" applicable to "Involuntary—Without Cause" for each of the NEOs can be found, to the extent applicable, in their respective employment agreements. In addition, the specific definitions of "qualifying termination" applicable to "Qualifying After Change in Control" can be found in the Combined Severance Plan or, with respect to Mr. Case, in his change in control severance agreements.

Mr. McGill separated from the Company effective January 31, 2017, and entered into a separation agreement with the Company providing for certain separation payments to be made. Mr. McGill's agreement and the payments to be made thereunder are described in more detail above under "Separation Agreement With Mr. McGill." Ms. Savacool entered into a transition and separation agreement with the Company effective April 25, 2017, pursuant to which she will separate from

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the Company effective December 31, 2017 and receive certain separation payments. Ms. Savacool's agreement and the payments to be made thereunder are described in more detail above under "Transition and Separation Agreement With Ms. Savacool."

Name


Termination Reason


Total Cash
Payment
($)(1)



Accelerated
Share Vesting
($)



Welfare,
Retirement
and Other
Benefits
($)





Excise Tax
Cutback
($)



Total
($)

Gregory C. Case

Voluntary-Good Reason

12,000,000 59,109,629 210,788 71,320,417

Death

3,000,000 66,209,004 5,000,000 74,209,004

Disability

3,000,000 66,209,004 69,209,004

Involuntary-Without Cause

12,000,000 59,109,629 210,788 71,320,417

Qualifying After Change in Control

16,550,000 66,209,004 201,554 82,960,558

Christa Davies

Voluntary-Good Reason

2,180,000 20,067,828 22,247,828

Death

2,381,644 22,892,648