Reese’s letter provides for an initial base salary, which has subsequently been adjusted to $1,300,000 by our Compensation Committee as permitted under the letter, a target annual bonus of 200% of his base salary, and an initial target long-term incentive award of $5,000,000.
Ms. Stevens’s Employment Letter
We have provided Ms. Stevens with an employment letter pursuant to which she serves as our Executive Vice President and Chief People Officer. The letter provides that Ms. Stevens’s continued employment with us is on an at-will basis, and that she is eligible to participate in our Combined Severance Plan. Ms. Stevens’s letter also provides for an initial base salary, which has subsequently been adjusted to $1,100,000 by our Compensation Committee as permitted under the letter, a target annual bonus of 100% of her base salary, which has subsequently been adjusted to 200% by our Compensation Committee as permitted under the letter, and an initial target long-term incentive award of 150% of her base salary. Effective July 1, 2024, Ms. Stevens assumed the role of Chief Administrative Officer, which added oversight of the Company’s marketing, communications, and public affairs departments in addition to her existing role as leader of our people organization.
Mr. Marcell's Employment Agreement
We are party to an employment agreement with Mr. Marcell, effective January 2, 2026, pursuant to which he serves as the Chief Executive Officer of Global Solutions. The current term of Mr. Marcell’s agreement continues until December 31, 2030, unless earlier terminated or extended. The employment agreement supersedes Mr. Marcell’s employment letter confirming certain terms and conditions of his at-will employment.
For 2025, Mr. Marcell's base salary was $1,000,000, with a target annual bonus of 150%. For 2026, Mr. Marcell's agreement provides for an initial base salary of no less than $1,250,000 per year, and a target annual incentive of no less than 200% of his base salary.
Pursuant to the employment agreement, Mr. Marcell received (i) a one-time $3,000,000 restricted share unit award pursuant to the Shareholder-Approved Plan that will cliff vest on December 31, 2030, subject to Mr. Marcell's continued service through the applicable vesting period, and (ii) a one-time lump sum cash payment of $1,000,000, payable within 30 days of the execution of the agreement.
Ms. Simon’s Employment Letter
We have provided Ms. Simon with an employment letter pursuant to which she serves as our Chief Operating Officer. The letter provides that Ms. Simon’s continued employment with us is on an at-will basis, and that she is eligible to participate in our Combined Severance Plan. Ms. Simon’s letter also provides for an initial base salary, which has subsequently been adjusted to $1,000,000 by our Compensation Committee as permitted under the letter, a target annual bonus of 100% of her base salary, which has subsequently been adjusted to 150% by our Compensation Committee as permitted under the letter, and an initial target long-term incentive award of 150% of her base salary.
International Assignment Letters
In connection with their agreeing to provide services primarily at Aon’s London global operational headquarters, we entered into international assignment letters with each of Mr. Case and Ms. Simon. These letters describe the international assignments and set forth the relocation benefits to the executives, which are described below. The letters are not intended to diminish the rights of the executives under their current employment arrangements; however, the letters provide by their terms that the executives’ acceptance of their international assignments, and repatriation thereafter, will not give rise to any right to terminate for good reason (as such term is defined in the applicable executive’s employment agreement, if applicable).
The letter for Mr. Case was amended and extended in July 2014 for an additional two years, in July 2016 for an additional two years, and on each July 1 of 2018 through 2024 for an additional year. Mr. Case’s assignment letter was extended on July 1, 2025, for an additional year. Ms. Simon’s assignment letter took effect on July 1, 2023, through June 30, 2024, and was extended on July 1, 2024 for an additional year. Ms. Simon's assignment ended June 30, 2025.
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 $8,544 for Ms. Simon;
•a monthly cost of living differential of $8,125 for Mr. Case and $1,145 for Ms. Simon;
•a monthly foreign service allowance of $11,250 for Mr. Case;
•eligible dependents’ schooling assistance, including tuition and application fees, for Ms. Simon;
•a tax equalization benefit for Ms. Simon, designed to equalize the income tax paid by the executive so that her total income 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 she would have paid had all of the earnings been taxable solely pursuant to the U.S. income tax laws;
•a tax gross-up for Ms. Simon on schooling assistance and on 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 U.K.
