| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 29, 2025, Aon plc (the “Company”) announced that David DeBrunner will join the Company as Senior Vice President, Global Controller and Chief Accounting Officer, effective September 15, 2025 (the “Effective Date”). As of the Effective Date, Mr. DeBrunner will serve as the Company’s principal accounting officer. Mr. DeBrunner will report to Edmund Reese, Executive Vice President and Chief Financial Officer of the Company.
Mr. DeBrunner, age 59, serves as the Vice President, Controller and Chief Accounting Officer of Ally Financial Inc. (“Ally”), a bank holding company, a role he has held since September 2007. Prior to joining Ally, Mr. DeBrunner was Senior Vice President and Corporate Controller at Fifth Third Bancorp.
Aon Corporation, an indirectly wholly owned subsidiary of the Company, and Mr. DeBrunner entered into an offer letter, dated as of July 20, 2025 (the “Offer Letter”). Pursuant to the Offer Letter, Mr. DeBrunner will be entitled to an initial base salary of $500,000 per year. Mr. DeBrunner will also be eligible for a target annual incentive award of 100% of his base salary beginning in 2026. In addition, Mr. DeBrunner will be entitled to participate in the long-term incentive compensation programs for the Company’s senior executives in accordance with the provisions of such programs, as amended from time to time, subject to approval by the Organization and Compensation Committee of the Company’s Board of Directors.
In addition, Mr. DeBrunner will receive a cash sign-on bonus (the “Sign-On Award”) in an aggregate amount of up to $2.1 million, to be paid in periodic installments during the first year of his employment with the Company. In the event that Mr. DeBrunner voluntarily terminates his employment with the Company, or in the event the Company terminates Mr. DeBrunner’s employment for “cause,” in each case during the first two years of Mr. DeBrunner’s employment with the Company, all unpaid installments of the Sign-On Award will be forfeited and all paid installments of the Sign-On Award will be subject to clawback by the Company.
During the course of his employment, Mr. DeBrunner will also be entitled to participate in the Company’s employee benefit plans generally available to senior executives of the Company. As a condition of his employment, Mr. DeBrunner will be required to execute the Company’s standard Confidentiality and Non-Solicitation Agreement, which contains certain non-solicitation and confidentiality covenants.
On the Effective Date, Mr. DeBrunner will succeed Michael Neller, who has served as the Company’s Chief Accounting Officer and Global Controller since February 21, 2018. On March 13, 2025, the Company announced that Mr. Neller will transition into a new role as Deputy Global Chief People Officer and Head of Total Rewards and Talent Development of the Company.
