Aon plc 8-K

What Happened
Aon plc filed an 8-K on Jan 2, 2026 disclosing an Amended and Restated Employment Agreement with President and CEO Gregory C. Case, effective Dec 31, 2025. The agreement renews and extends Mr. Case’s employment through December 31, 2030 (unless earlier terminated) and confirms he will be nominated for re-election to Aon’s board while employed. The agreement raises his annual base salary to $1,750,000 and maintains eligibility for a target annual bonus of at least 250% of base salary (actual payouts are determined by the independent directors). It also provides a $50 million grant-date target value in performance share units (PSUs) tied to a five‑year performance period from Jan 1, 2026 to Dec 31, 2030.

Key Details

• Effective date: Employment Agreement dated Dec 31, 2025; 8-K filed Jan 2, 2026.
• Base salary: increased to $1,750,000 annually.
• Annual bonus: target of not less than 250% of base salary; final award at independent directors’ discretion.
• Long‑term incentive: PSUs with $50 million grant‑date target value; payout range generally 0%–200% based on organic revenue growth, adjusted operating margin and free cash flow over 2026–2030, but capped at 100% of target if absolute TSR is negative for the period.
• Other terms: two‑year non‑competition and non‑solicitation covenants, plus customary confidentiality and IP provisions; termination provisions remain substantially similar to prior agreement.

Why It Matters
This filing signals management continuity by formally extending CEO Gregory Case’s contract through 2030 and links a large portion of his compensation to multi‑year performance metrics, aligning his pay with long‑term revenue, margin and cash‑flow goals. The $50M PSU award is material from a governance and compensation expense perspective and could affect future dilution and reported executive compensation figures. Investors should note the substantial performance-based incentives and the independent directors’ role in final bonus determinations when assessing management alignment and potential future costs.