Willis Towers Watson PLC DEF 14A, filed Apr 4, 2024

Willis Towers Watson PLC (WTW)

DEF 14A 2024-04-04 For: 2024-05-22

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Added on June 13, 2026

About this DEF 14A

Willis Towers Watson PLC filed this DEF 14A on April 4, 2024.

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☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11



Proxy Statement Highlights		i

Proposal No. 1:	Elect Directors	1

Corporate Governance		17

Proposal No. 2:	Advisory (Non-binding) Vote to Ratify the Appointment of Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit and Risk Committee, to Fix the Independent Auditors’ Remuneration	32

Proposal No. 3:	Advisory (Non-binding) Vote on Named Executive Officer Compensation	36

Executive Compensation: Compensation Discussion and Analysis		37

Human Capital and Compensation Committee Report		68

Human Capital and Compensation Committee Interlocks and Insider Participation		68

Compensation Tables		69

Proposal No. 4:	Renew the Board’s Existing Authority to Issue Shares under Irish Law	103

Proposal No. 5:	Renew the Board’s Authority to Opt Out of Statutory Pre-emption Rights under Irish Law	104

Additional Information:		106

Security Ownership of Certain Beneficial Owners and Management		106

Incorporation by Reference		108

Information about the Proxy Materials and the 2024 AGM		108

Shareholder and Other Proposals for the 2025 AGM		113

Disclaimer Regarding Forward-Looking Statements		114


Proposal	Page number	Board vote recommendation	Vote Requirement

Proposal No.1: Elect Directors To elect the ten persons named in this Proxy Statement to serve as directors for a one-year term until the next AGM	1	FOR	Majority of votes cast

Proposal No. 2: Ratify the Appointment of the Independent Auditors in an Advisory (Non-binding) Vote and Fix the Independent Auditors’ Remuneration in a Binding Vote To ratify, on a non-binding advisory basis, the selection of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and to authorize the Board, acting through the Audit and Risk Committee, to fix the remuneration of the independent auditors on a binding basis	32	FOR	Majority of votes cast

Proposal No. 3: Approve Named Executive Officer Compensation in an Advisory (Non-binding) Vote To approve, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers	36	FOR	Majority of votes cast

Proposal No. 4: Renew the Board’s Existing Authority to Issue Shares under Irish Law To renew the Board’s authority to issue up to approximately 20% of the Company’s issued ordinary share capital as of March 25, 2024, for a period expiring 18 months from the passing of the resolution	103	FOR	Majority of votes cast

Proposal No. 5: Renew the Board’s Existing Authority to Opt Out of Statutory Pre-emption Rights under Irish Law To renew the Board’s authority to issue, free of pre-emptive rights, up to 5% of the Company’s issued ordinary share capital as of March 25, 2024 (and an additional 5% provided the Company uses it only in connection with an acquisition or approved capital acquisition) for a period expiring 18 months from the passing of the resolution	104	FOR	75% of votes cast


2023 Named Executive Officers (“NEOs”)		● Our 2023 NEOs are Carl Hess (CEO), Andrew Krasner (CFO), Julie Gebauer (Global Head of HWC), Adam Garrard (Global Head of R&B) and Matthew Furman (General Counsel).

Pay for Performance: Short-Term Incentive (“STI”) and Long-Term Incentive (“LTI”) Awards		• Significant portion of NEO compensation is variable and at-risk, including STI awards (cash) and LTI awards (equity). • Incentive plans include a range of metrics to reward NEOs for exceptional performance and contributions at the enterprise, business and individual levels. • Based on our financial performance, progress against our strategic priorities, and other factors taken into consideration for 2023, NEO 2023 STI awards were earned at 122.5% to 126.6% of target and 2021 LTIP performance-based restricted share units (“PSUs”), with a performance period that concluded at the end of 2023, were earned at 91.6% of target. Refer to the section entitled “Executive Compensation: Compensation Discussion and Analysis” for a detailed discussion on 2023 performance relative to the goals and objectives of our incentive plans and resulting NEO pay outcomes.

Shareholder Aligned Executive Compensation Program		• LTI award, in the form of 75% PSUs and 25% time-based restricted share units (“RSUs”), makes up the largest portion of the CEO’s target total direct compensation and, on average, 46% of the other NEOs’ target total direct compensation. • 2023 PSU performance metrics align a significant portion of NEO compensation with WTW’s strategic priorities and commitment to driving shareholder value. • Majority of 2023 STI awards are based on enterprise financial performance and shared key enterprise operational initiatives which support and drive successful execution of our strategic priorities. • Share ownership policy applicable to executive officers; minimum guideline of 6x base salary for CEO and 3x base salary for all other executive officers.

Compensation Recoupment		• Compensation recoupment policy applicable to NEOs’ cash and equity incentive awards in the event of financial restatement or detrimental conduct. The Company is subject to the rules of the NASDAQ and has adopted a revised Compensation Recoupment Policy in accordance with the rules recently adopted by NASDAQ.

Executive Severance Plans		• Executive severance plans provide for the payment of certain severance benefits to NEOs in the event of: (i) involuntary termination outside of a change in control period and (ii) involuntary termination or good reason resignation during a of change in control period. • Severance amounts are generally competitive with market practices and determined as a multiple of the NEO’s base salary and STI target and may also include a pro-rata portion of the STI award payable for the year of termination and the cost of continued medical coverage for a period following termination. • NEOs do not receive any form of tax gross-ups, significant perquisites or automatic payments in connection with a change in control of the Company.

Say-on-Pay		• We hold an annual advisory vote on the compensation of our NEOs. • Shareholder support of our executive compensation program has been consistently strong with a Say-on-Pay approval rate of 96.8% at the 2023 AGM.


Board Diversity Matrix

Board Size:

Total Number of Directors	10
	Female	Male	Non-Binary	Did Not Disclose Gender

Part I: Gender Identity

Directors	4	6	—	—

Part II: Demographic Background

African American or Black	1	—	—	—

Alaskan Native or Native American	—	—	—	—

Asian	—	—	—	—

Hispanic or Latino/a/e	—	—	—	—

Native Hawaiian or Pacific Islander	—	—	—	—

White	3	6	—	—

Two or More Races or Ethnicities	—	—	—	—

LGBT+	1	—	—	—

Did Not Disclose Demographic Background	—	—	—	—


	Audit and Risk	HCC	Governance	Operational Transformation

Dame Inga Beale	X*			X

Fumbi Chima	X		X*

Stephen Chipman¹	X			X

Michael Hammond		X		X*

Jacqueline Hunt¹		X	X

Carl Hess

Michelle Swanback		X*		X

Paul Reilly		X	X

Paul Thomas	X			X

Fredric Tomczyk¹	X		X



All Non-Employee Directors		• $125,000 cash fee, payable 100% in equity at the non-employee director’s election; and • time-based restricted share units equal to $200,000 that vest in full on the earlier of (x) the one-year anniversary of the grant date and (y) the next subsequent AGM following the grant date.

Non-Executive Chair of the Board		• $200,000, payable 50% in equity and 50% in cash, or 100% in equity at the Non-Executive Chair’s election. • If the Chair of the Board also serves as a Chair of a Committee, he or she is not permitted to receive Committee Chair fees.

Audit and Risk Committee Chair		• $25,000 cash fee

Governance Committee Chair		• $12,500 cash fee

HCC Committee Chair		• $15,000 cash fee

Operational Transformation Committee Chair		• $25,000 cash fee



Willis Towers Watson Non-Employee Director	Fees Earned or Paid in Cash ($)		Share Awards ($) (1)		All Other Compensation ($) (2)		Total ($)

Dame Inga Beale (3)		140,522		200,000		—		340,522

Fumbi Chima (4)		7,761		325,000		—		332,761

Stephen Chipman		93,750		233,333		—		327,083

Michael Hammond (5)		140,522		200,000		—		340,522

Fredric Tomczyk		93,750		233,333		—		327,083

Jacqueline Hunt		93,750		233,333		—		327,083

Paul Reilly		125,000		200,000		—		325,000

Michelle Swanback (6)		140,000		200,000		—		340,000

Paul Thomas (7)		225,000		300,000		—		525,000



Non-Employee Director	Shares			RSUs

Dame Inga Beale		650			881

Fumbi Chima		876			1,432

Stephen Chipman		74			881

Michael Hammond		650			881

Jacqueline Hunt		74			881

Fredric Tomczyk		74			881

Paul Reilly		435	(1)		881

Michelle Swanback		650			881

Paul Thomas		11,708			1,322


	2023	2022
Audit fees (1)	$16,683	$16,007
Audit-related fees (2)	1,291	899
Tax fees (3)	175	217
All other fees (4)	134	59
Total fees	$18,282	$17,182



Executive Summary			38

NEO 2023 Compensation at a Glance			38

2023 Company Highlights			41

Shareholder Engagement and Say-on-Pay			43

Executive Compensation Design			43

Pay Philosophy			43

Elements of Executive Compensation			45

Compensation Practices at a Glance			46

Compensation Decisions and Outcomes			47

Base Salary			47

Short-Term Incentive Compensation			47

Long-Term Incentive Compensation			54

Benefits			57

2024 Compensation Preview			60

Compensation Governance			62

Role of the HCC Committee			62

Role of the External HCC Committee Consultant			63

Use of Peer Company Data			63

Compensation Policies and Risk			64

Additional Information			67

Share Award Policy			67

Tax and Accounting Implications			67


Strategic Priorities
Grow	Simplify	Transform
Invest to grow at or above market in priority areas	Increase agility and effectiveness; do the basics well	Enhance client and colleague experience through operational excellence


2023 STI Design Summary
Enterprise Financial Performance (66.7% of Total STI)		Individual Performance (33.3% of Total STI)
• 40% — Adjusted Net Revenue • 40% — Adjusted Operating Margin • 20% — Free Cash Flow Payout determined using sliding scale for each metric that correlates performance and payout. Potential Payout Opportunity: 0% – 200%		• 50% — qualitative assessment of segment or function financial performance • 50% — qualitative assessment of individual objectives and contributions to shared key enterprise operational initiatives (including inclusion and diversity, colleague engagement, innovation and transformation) Potential Payout Opportunity: 0% – 200%


NEO	Base Salary	STI Target		LTIP Target		Target Total Direct Compensation**
NEO	Base Salary	% of Base Salary	$	% of Base Salary	$	Target Total Direct Compensation**
Mr. Hess	$1,000,000	200%	$2,000,000	850%	$8,500,000	$11,500,000
Mr. Krasner	$ 800,000	125%	$1,000,000	200%	$1,600,000	$ 3,400,000
Ms. Gebauer	$ 650,000	125%	$ 812,500	200%	$1,300,000	$ 2,762,500
Mr. Garrard *	$ 615,984	125%	$ 769,980	200%	$1,231,968	$ 2,617,932
Mr. Furman	$ 590,000	125%	$ 737,500	150%	$ 885,000	$ 2,212,500



Solid Financial Performance in 2023

	Revenue	Operating Margin	Diluted EPS	Cash Flows from Operating Activities
	$9.5 billion + 7% growth	14.4% + 110 basis points	$9.95 + 11% growth	$1.3 billion + 66% growth

	Organic Revenue	Adjusted Operating Margin	Adjusted EPS	Free Cash Flow
	+ 8% growth	$22.0% + 110 basis points	$14.49 + 8% growth	$1.2 billion + 77% growth
The Company’s results were driven by a number of factors, enabling us to produce outcomes that were in-line with or better than the financial targets for 2023 that we provided during the year. Specifically, during the first quarter of 2023, the Company provided 2023 guidance of mid-single-digit organic revenue growth and adjusted operating margin expansion. In addition, following the second quarter, the Company provided a target of approximately 12% free cash flow margin in 2023. The Company did not provide earnings per share guidance for 2023. • The 8% increase in organic revenue in 2023 was above the mid-single-digit organic revenue growth target range. Top line growth was fueled by strong demand for our benefits and human capital services in HWC and the success of our R&B specialization strategy, as well as contributions from the ramp-up in productivity of our investment hires in R&B. • The 110 basis point increase to adjusted operating margin in 2023 fulfilled the Company’s commitment of annual margin expansion and was primarily driven by Transformation Program savings. • EPS growth was primarily driven by the top line growth and improved profitability described above, as well as $1 billion in share repurchases. The improvement in core operating performance was partially offset by a significant decline in pension income. • The Company generated free cash flow of $1.2 billion in 2023 with a free cash flow margin of 12.6%, exceeding the 12% target. The improvement from the prior year was driven by the non-recurrence of one-time headwinds reflected in the comparable period, operating margin expansion and improvement in TRANZACT’s cash flow, partially offset by increased Transformation Program-related costs. • The Company achieved annualized Total Shareholder Return (“TSR”) for the three-year period ending December 31, 2023 of 7.0%.


WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY


WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		1


WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		i


	ii			WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY



Significant Progress on our Strategic Priorities in 2023

Grow		• Expanded our client offerings by launching new products, solutions and strategic partnerships – We remain focused on growth opportunities in core and high-growth markets using our analytics capabilities and specialist knowledge to help create more valuable, differentiated and efficient client experiences. • Contributions from new talent – During 2023, our recent hires continued to increase productivity and contributed meaningfully to our robust organic revenue growth.

Simplify		• Improved sales and retention outcomes – Our efforts to streamline our businesses have enabled us to deploy a more cohesive and consistent global model that leverages our scale and provides a smoother client experience from prospect to renewal. Our focus on making it simpler to do business has created smart-connections as more clients look to expand their relationship with WTW across our suite of solutions.

Transform		• Continued progress on our Transformation Program – We realized $188 million of run-rate savings in 2023 and $337 million in cumulative run-rate savings since the program’s inception, putting us on track to achieve $425 million of run-rate savings through 2024 (up from our target of $380 million previously). • Returned nearly $1.4 billion of capital to our shareholders in 2023, paying $352 million in dividends and repurchasing $1 billion in Company shares – We continue to pursue a disciplined capital allocation strategy that balances capital return with internal investments and strategic M&A to deploy our capital in what we believe to be the highest return opportunities.


		Over the course of 2023, we reached out to shareholders holding approximately 60% of our outstanding shares, with approximately 40% of outstanding shares responding to the outreach in some manner. In connection with the 2023 proxy season outreach, shareholders were generally supportive of the Company’s proposals, including our 2023 Say-on-Pay proposal approving our NEOs’ compensation, which received approximately 96.8% support at the 2023 AGM. We generally consider feedback from our shareholders during our outreach, as well as the results of the Say-on-Pay vote, when considering any potential changes to our compensation program. For example, we incorporated Free Cash Flow as a metric to our 2023 STI design as a result of shareholder feedback and are continuing to evaluate and refine its emphasis in our incentive plan designs.



Principle		How We Achieve This

Attract, motivate and retain highly qualified executives		• In determining appropriate target pay opportunities, the HCC Committee evaluates a number of factors, including but not limited to an individual’s role, tenure, experience, contribution and performance, as well as comparisons to peers and market practices. • Although the HCC Committee looks at each component of compensation (base salary, STI, LTIP and pension) separately, it also looks at total rewards in aggregate to ensure competitiveness, incentivize top performance and aim for internal equity among the executive team and shareholder alignment.

Align executive interests with our strategy of maximizing shareholder value		• LTIP awards are made in the form of Performance-Based Restricted Share Units (“PSUs”) and Time-Based Restricted Share Units (“RSUs”), weighted at 75% and 25%, respectively. Collectively these awards account for the largest portion of the CEO’s 2023 target total direct compensation and, on average, 46% of the other NEOs’ 2023 target total direct compensation. • PSU performance metrics align a significant portion of NEO compensation with WTW’s strategic priorities and commitment to driving shareholder value. • PSUs align executive rewards with enterprise performance and share price performance. • RSUs align executive rewards with share price performance and support retention.

Align executive team interests to drive profitable growth		• The majority of each NEO’s STI award is based on enterprise financial performance and shared key enterprise operational initiatives that support and drive successful execution of our strategic priorities.

Pay for performance		• A significant portion of each NEO’s compensation is variable and at-risk, including STI awards (cash) and LTIP awards (equity). 91% of the CEO’s 2023 target total direct compensation was variable, and, on average, 76% of the other NEOs’ 2023 target total direct compensation was variable. • Incentive plans include a range of metrics to reward executives for exceptional performance and contributions at the enterprise, business and individual levels.


Pay Component	Target Total Direct Compensation Pay Mix		Key Features
	CEO	Other NEO Avg

Base Salary Provides market-competitive fixed pay to attract and retain highly talented executives			• Reflects executive’s role, responsibilities and individual performance • Salary adjustments made only to reflect changes in responsibilities and/or when market or internal conditions warrant

Short-Term Incentive Compensation Provides short-term cash awards based on performance relative to achievement against established financial and qualitative objectives			• NEO STI Target Range: 125% – 200% of base salary • Components: 66.7% Enterprise Financial Performance; 33.3% Individual Performance • Enterprise Financial Performance Metrics: 40% Adjusted Net Revenue; 40% Adjusted Operating Margin; 20% Free Cash Flow. Payout determined using sliding scale for each metric that correlates performance and payout. • Individual Performance Measures: 50% qualitative assessment of segment or function financial performance; 50% qualitative assessment of individual objectives and contributions to shared key enterprise operational initiatives • STI Payout Opportunity: 0% – 200% of target • Conditioned upon strong performance, NEO payouts (as a percentage of target) are intended to align with high performing broad-based colleague payouts

Long-Term Incentive Compensation Provides long-term equity awards that align executive interests with those of our shareholders, incents and rewards long-term decision making and meaningful value creation and aims to retain high-performing executives			• NEO LTIP Target Range: 150% – 850% of base salary • Vehicles: 75% PSUs (cliff-vest at end of three-year period, subject to satisfaction of performance); 25% RSUs (vest ratably over three years) • PSU Performance Metrics: 50% Adjusted Operating Margin; 30% Adjusted Net Revenue Growth; 20% Adjusted EPS Growth • PSU Payout: PSUs vest based on performance relative to metric targets. Payout determined using sliding scale for each metric that correlates performance and payout. • PSU Payout Opportunity: 0% – 200% of target • Program features for executive officers and other eligible colleagues are fully aligned

Retirement and Other Benefits Encourage sustained services and retention and provide future retirement security; promote health and well-being	Not Included in Target Total Direct Compensation		• Retirement Plans: Qualified and supplemental non-qualified retirement plans • Welfare: NEOs are eligible to participate in the medical, life insurance and other welfare benefits available to all other colleagues



What We Do		What We Don’t Do

✓ Annual “Say-on-Pay” vote (as recommended by the Board and management and as supported by a majority of shareholders) ✓ Independent compensation consultant selected, engaged and overseen by the HCC Committee ✓ A substantial majority of total compensation for executives is tied to performance ✓ A substantial portion of our annual LTIP equity awards for executive officers are subject to performance-based vesting requirements ✓ Dividend equivalents accrued on PSUs and RSUs are only paid if and when the underlying shares vest. ✓ Compensation recoupment policy applicable to executive officers’ cash and equity incentive awards in the event of financial restatement as well as detrimental conduct, as discussed under “Compensation Recoupment Policy” below ✓ All LTIP awards subject to double-trigger vesting upon change in control ✓ Significant share ownership guidelines for executive officers and non-employee directors ✓ HCC Committee oversight of risks associated with compensation policies and practices		x No backdating of share options and no option repricing without shareholder approval x No excise tax gross-ups x No share reserve automatic replenishment (evergreen) provision in any share-based plans x No pledging by directors and executive officers or hedging by directors and employees of Company shares x No significant perquisites for NEOs x No CEO employment agreement


2023 STI at a Glance		• NEO 2023 STI targets ranged from 125% to 200% of base salary • Use of quantitative and qualitative performance measures • Enterprise financial performance based on Adjusted Net Revenue, Adjusted Operating Margin and Free Cash Flow with payout determined using established sliding scales that correlate performance and payout • Individual performance based on qualitative assessment of segment or function financial performance, performance against individual objectives and contributions to shared key enterprise operational initiatives • Payouts capped at 200% of target • NEO 2023 STI awards ranged from 122.5% to 126.6% of target

2023 Design Changes		• Replaced the prior Adjusted Operating Income metric with Adjusted Operating Margin to better align compensation and behaviors with the long-term best interests of the Company • Considered, and ultimately introduced, a Free Cash Flow metric as part of the enterprise performance component in response to feedback from certain shareholders, and reallocated the metric weightings accordingly



STI Components, Weightings and Performance Metrics*

Enterprise Financial Performance (66.7% of Total STI)		Individual Performance (33.3% of Total STI)

• 40% — Adjusted Net Revenue • 40% — Adjusted Operating Margin • 20% — Free Cash Flow Payout determined using sliding scale for each metric that correlates performance and payout.		• 50% — qualitative assessment of segment or function financial performance • 50% — qualitative assessment of individual objectives and contributions to shared key enterprise operational initiatives (including inclusion and diversity, colleague engagement, innovation and transformation)


NEO	2023 Base Salary			STI Target as % of Base Salary		2023 STI Target			Enterprise Financial Performance Result * (66.7% of Total STI)		Overall Individual Performance Result (33.3% of Total STI)			2023 STI Award			2023 STI Award as % of STI Target
Mr. Hess		$	1,000,000		200%		$	2,000,000		133.7%		107.5%	**		$	2,499,508		125.0%
Mr. Krasner		$	800,000		125%		$	1,000,000		133.7%		105.0%			$	1,241,429		124.1%
Ms. Gebauer		$	650,000		125%		$	812,500		133.7%		112.5%			$	1,028,953		126.6%
Mr. Garrard ***		$	615,984		125%		$	769,980		133.7%		112.5%			$	975,105		126.6%
Mr. Furman		$	590,000		125%		$	737,500		133.7%		100.0%			$	903,275		122.5%



Adjusted Net Revenue (40% of Enterprise Financial Performance)			Adjusted Operating Margin (40% of Enterprise Financial Performance)			Free Cash Flow (20% of Enterprise Financial Performance)

Performance as % of 2023 Target	Adjusted Net Revenue ($M)	Payout as % of Target	Performance as % of 2023 Target	Adjusted Operating Margin %	Payout as % of Target	Performance as % of 2023 Target	Free Cash Flow ($M)	Payout as % of Target

102.2%	$9,549	200%	110.3%	23.5%	200%	120.0%	$1,200	200%

100.0%	$9,344	100%	100.0%	21.3%	100%	100.0%	$1,000	100%

98.0%	$9,157	85%	93.1%	19.8%	80%	90.0%	$900	80%

96.0%	$8,970	50%	85.0%	18.1%	50%	85.0%	$850	50%

< 96.0%	< $8,970	0%	< 85.0%	< 18.1%	0%	< 85.0%	< $850	0%




Financial*	Individual Strategic	Shared Operational

Qualitative assessment of segment or function financial performance	Qualitative assessment of individual strategic objectives, which vary by NEO and cover the following performance areas: clients, people, financial and operational excellence and innovation	Qualitative assessment of NEO contributions to shared key enterprise operational initiatives, including inclusion and diversity, colleague engagement, innovation and transformation

50% of Individual Performance	50% of Individual Performance


NEO		2023 Achievements

Mr. Hess CEO		• Achieved strong financial performance through WTW’s growth strategy, achieving 8% organic revenue growth and improvement in Adjusted Operating Margin of 110 basis points. • Spearheaded the Company’s continued progress on the Transformation Program which delivered $188 million of run-rate savings in 2023, exceeding the target for the year. • Continued commitment to a disciplined capital allocation strategy, which returned a significant amount of capital to our shareholders in 2023: $352 million in dividends and $1 billion in share repurchases. • Improved business discipline on Free Cash Flow through education and oversight of concrete actions that delivered significant year over year improvement in Free Cash Flow. • Delivered enhanced company innovation efforts, including implementation of a new Innovation and Acceleration function, expansion of the WTW Innovation Lab and accelerated commercialization processes to rapidly take concepts to market. • Continued investment in talent through changes to WTW’s total rewards offerings as a result of a global total rewards review, the establishment of a global leadership forum which brings together over one hundred of our top leaders to refine and deliver our strategy, enhancements to our colleague development programs, improvement in our gender pay gap and focused colleague listening activities. • Personal leadership and commitment to improving inclusion and diversity, including increased female and racially diverse representation in senior and executive leadership and focused initiatives related to progressing the hiring and development of diverse talent. Female representation globally, and racially diverse representation in the U.S. (which is the only country where year over year reporting is currently available), improved year over year in leadership and leadership pipeline roles. In determining Mr. Hess’s individual performance result for 2023, the HCC Committee considered his personal achievements and contributions, as well as alignment among the executive officers. The resulting overall individual performance result for Mr. Hess was 107.5%.

Mr. Krasner CFO		• Successfully managed the Company’s disciplined capital allocation strategy, including strategy execution, continued work with ratings agencies on ratings objectives and improved analytics, which returned a significant amount of capital to our shareholders in 2023: $352 million in dividends and $1 billion in share repurchases. • Significant contributions to transformation efforts within the Finance function and enterprise-wide, including: (i) successful management of the recently implemented financial platform to plan, track progress and ensure accountability and successful execution of the external reporting framework, which resulted in the Company’s delivery of $188 million of run-rate savings in 2023, exceeding target for the year, (ii) delivery of Finance function savings in 2023 that exceeded target, (iii) implementation of target operating model and (iv) enhancement of management financial reporting. • Further enhanced our Investor Relations activities, including increased focus on strategic positioning and proactive and transparent messaging and communications with stakeholders. • Disciplined financial management of the Finance function, which was under budget for the year. • Personal leadership and commitment to inclusion and diversity and colleague engagement efforts, including: (i) enhanced engagement through the Finance Colleague Engagement Council focused on learning and development and inclusion and diversity in the Finance function, (ii) launched the Finance learning and development tool, (iii) progressed diverse hiring and (iv) introduced quarterly colleague spotlight communications. Based on the above achievements, the HCC Committee approved the following results for Mr. Krasner’s individual performance: (i) function financial performance of 110.0% and (ii) individual objectives and contributions to shared key enterprise operational initiatives of 100.0%. The resulting overall individual performance result for Mr. Krasner was 105.0%.


NEO		2023 Achievements

Ms. Gebauer Global Head of HWC		• Exceptional contributions to the segment and enterprise in 2023 driven by the execution of HWC’s growth strategy, including: (i) increased HWC’s core market share through client retention and new business, (ii) instilled a growth mindset and sales culture across its businesses with targeted sales campaigns, effective pipeline management and implementation of refreshed LRM model, (iii) enabled smart connections to secure cross-business sales and delivering HWC integrated solutions and (iv) set a strategy for expansion into the middle market with core, configurable and combined offerings. • Significant support of enterprise-wide innovation efforts and growth priorities through the launch of new or enhanced services and tools in 2023 aimed at creating more valuable, differentiated and efficient client experiences, including: (i) HWC retirement bundles, (ii) Embark portal, an impactful, personalized, scalable and integrated employee experience platform to increase employee engagement and (iii) Engage software, a premier employee survey tool designed to drive action and impact for organizations. • Critical contributions to transformation efforts within the HWC segment, with enhanced processes and technology, including implementation of Dynamics, a cloud-based customer relationship management tool, delivering transformation cost savings in 2023 that exceeded target. • Personal leadership and commitment to inclusion and diversity and colleague engagement efforts and initiatives within the HWC segment, including: (i) improved female representation at the senior leader level by 5.3% in 2023, (ii) maintained high retention and engagement rates among HWC colleagues and (iii) fostered a culture of excellence and compliance. • The HWC segment delivered strong financial performance in 2023², achieving 6% organic revenue growth and 28.0% operating margin, an improvement of 190 basis points from prior year, driven by the ongoing demand for our benefits and human capital services in HWC and transformation-related savings. Based on the above achievements, the HCC Committee approved the following results for Ms. Gebauer’s individual performance: (i) segment financial performance of 125.0% and (ii) individual objectives and contributions to shared key enterprise operational initiatives of 100.0%. The resulting overall individual performance result for Ms. Gebauer was 112.5%.


NEO		2023 Achievements

Mr. Garrard Global Head of R&B		• Exceptional contributions to segment and enterprise growth in 2023 driven by the ongoing rollout of the enhanced industry specialization strategy and successful buildout of 12 industry verticals in North America, enhancing client proposition through alignment of the entire value-chain of internal resources. • Commitment to maximizing and commercializing data through digitization to harness the power of data for strategic business growth, including: the implementation of the broking platform in seven countries in 2023, development of plans for expansion into additional countries in 2024 and large account strategy and risk optimization efforts. • Drove better outcomes for our clients through improved risk and analytics capabilities and innovative and differentiated offerings in 2023 including: the incorporation of climate data into broking property renewals to help clients understand long-term risks relating to their property portfolios and the launch of: (i) our managing general underwriter, Verita, (ii) Neuron, a next-generation trading solution to connect underwriters and brokers at speed, (iii) the Risk IQ portal, providing on-demand and direct access to WTW’s modelling tools and (iv) Dynamic TCOR, a holistic, concise view of total cost of insurable risk across all classes of insurance. • Personal leadership in inclusion and diversity and colleague engagement efforts and initiatives, resulting in decreased attrition and increased hiring year over year, including: (i) increased female representation and revenue-generating investment hires in R&B, (ii) expanded targeted learning and development solutions with specific focus on manager capability and underrepresented talent and (iii) participated in global inclusion and diversity campaigns. • The R&B segment delivered strong financial performance in 2023³, achieving 10% organic revenue growth and 21.8% operating margin, an improvement of 60 basis points from prior year, driven by the ramp up in productivity of investment hires, R&B’s specialization strategy and transformation-related savings. Based on the above achievements, the HCC Committee approved the following results for Mr. Garrard’s individual performance: (i) segment financial performance of 125.0% and (ii) individual objectives and contributions to shared key enterprise operational initiatives of 100.0%. The resulting overall individual performance result for Mr. Garrard was 112.5%.


NEO		2023 Achievements

Mr. Furman General Counsel		• Significant support of operational excellence and innovation initiatives in the Office of General Counsel, including: (i) transforming and simplifying Office of the General Counsel operations by embracing technology and new ways of working, (ii) expanding ESG efforts and communications, (iii) developing capabilities to enhance coverage of technology and AI issues and cyber incidents and (iv) implementing several new risk management initiatives. • Significant support of enterprise-wide growth, transformation and innovation initiatives, including new platforms and products. • Supported the Board and management on legal and other issues relating to leadership and Board succession processes, including conducting onboarding, assisting the Board in it its self-evaluation process and implementing changes as a result of that process, and leading the team responsible for the Company’s semi-annual shareholder outreach on corporate governance, executive compensation, environmental and other matters. • Effectively managed litigation, investigation and E&O exposures, including strengthening processes designed to reduce potential exposure. • Efficiently managed core outside counsel spending across the Company and met stretch budget goals for the function, including implementing a new transformation program focused on the function. • Personal leadership in inclusion and diversity efforts and colleague engagement initiatives, including the enhancement of career development and mentorship programs and expanded pro-bono programs. Based on the above achievements, the HCC Committee approved the following results for Mr. Furman’s individual performance: (i) function financial performance of 100.0% and (ii) individual objectives and contributions to shared key enterprise operational initiatives of 100.0%. The resulting overall individual performance result for Mr. Furman was 100.0%.



2023 LTIP at a Glance		• NEO 2023 LTIP targets ranged from 150% to 850% of base salary (awards granted at target value) • Featured performance-based and time-based components (75% PSUs and 25% RSUs) • PSU performance metrics aligned to Company’s growth strategy and commitment to driving shareholder value: 50% Adjusted Operating Margin; 30% Adjusted Net Revenue Growth; 20% Adjusted EPS Growth • PSUs vest based on performance relative to targets with payout determined using sliding scale for each metric that correlates performance and payout • PSU payout capped at 200% of target

2023 Design Changes		• The mode of goal setting and measurement for the Adjusted Net Revenue and Adjusted EPS performance metrics for 2023 PSUs was changed from an absolute dollar value to a growth rate. The HCC Committee believes that growth rates better align with how we discuss performance internally and externally.



NEO	2023 Base Salary	LTIP Target as % of Base Salary	2023 LTIP Award
Mr. Hess	$1,000,000	850%	$8,500,000
Mr. Krasner	$800,000	200%	$1,600,000
Ms. Gebauer	$650,000	200%	$1,300,000
Mr. Garrard *	$615,984	200%	$1,231,968
Mr. Furman	$590,000	150%	$885,000



2025 Adjusted Operating Margin (50% of PSU Results)		Adjusted Operating Margin means “income from operations” generated during the performance period* as reported by the Company in its Form 10-K and adjusted for the items defined in the Form 10-K for the performance period* divided by Adjusted Net Revenue. Total Adjusted Operating Margin results will be modified for acquisitions closed during the performance period*.

2023-2025 Average Annual Adjusted Net Revenue Growth (30% of PSU Results)		Adjusted Net Revenue Growth means the average of the annual organic growth figures as reported by the Company in its Form 10-K from 2023 through the end of the performance period*. This will be on a “Constant Currency” basis which represents the year over year change in revenue growth excluding the impact of foreign currency fluctuations; and on an organic basis to reflect the impact of acquisitions and divestitures.

2023-2025 Average Annual Adjusted EPS Growth (20% of PSU Results)		Adjusted EPS Growth means the average annual growth of “Diluted Earnings per Share” as reported by the Company in its Form 10-K for the performance period. The Diluted Earnings per Share for each year will be calculated to adjust for the items defined in the Non-GAAP section of the Form 10-K for the performance period, and further adjusted to be on a Constant Currency and organic basis, and then divided by the weighted average shares outstanding for each year. The goals of Adjusted EPS will be determined on an organic basis to reflect the impact of acquisitions and divestitures and will be modified to reflect the form of consideration paid or received and the use of any cash proceeds, where appropriate.



Performance Level	WTW’s TSR Relative to the S&P 500	Payout as % of Target # of PSUs Granted

Maximum	> 75th Percentile	200%

Target	50th Percentile	100%

Threshold	25th Percentile	50%

< Threshold	< 25th Percentile	0%


Executive Severance Plans Summary
Involuntary Termination* Outside of Change in Control Period				• CEO: (i) 2x Base Salary (paid in monthly cash installments); (ii) 2x STI Target; and (iii) cost of COBRA premiums for the continuation of group healthcare coverage for up to 24 months following participant’s termination • Other NEOs: (i) 1x Base Salary (paid in monthly cash installments); (ii) 1x STI Target; and (iii) cost of COBRA premiums for the continuation of group healthcare coverage for up to 18 months following participant’s termination*
Qualifying Termination* During Change in Control Period				• CEO: (i) 3x Base Salary (paid in cash lump sum); (ii) 3x STI Target; (iii) pro-rata portion of STI award payable for year in which termination occurs based on period participant is employed during year; and (iv) cost of COBRA premiums for the continuation of group healthcare coverage for up to 24 months following participant’s termination • Other NEOs: (i) 2x Base Salary (paid in cash lump sum); (ii) 2x STI Target; (iii) pro-rata portion of STI award payable for year in which termination occurs based on period participant is employed during year; and (iv) cost of COBRA premiums for the continuation of group healthcare coverage for up to 18 months following participant’s termination*



2024 LTIP Design Summary

Components		• 75% PSUs (cliff vest at end of performance period, subject to performance) • 25% RSUs (vest ratably over three years)

PSU Metrics		• 50% Three-Year Average Annual Adjusted Net Revenue Growth • 50% Three-Year Average Annual Adjusted Operating Margin Improvement Results based on performance relative to target for each metric with payout determined using sliding scale for each metric.

PSU Modifier		• Relative TSR (+/- 20%) against the S&P 500 Results based on performance relative to S&P 500 with payout determined using sliding scale.

PSU Payout Opportunity		• 0% – 200%

Summary of Changes		• Replaced Adjusted Operating Margin with three-year average annual Adjusted Operating Margin improvement to ensure that the PSUs incentivize and reward performance throughout the three-year performance period, not just the final year results. • Removed the Adjusted EPS Growth metric and allocated the corresponding weighting to the existing revenue metric to provide a stronger tie to the Company’s strategic emphasis of delivering profitable growth. • Introduced a relative TSR modifier to reinforce alignment of payouts with shareholders. The S&P 500 was selected as the performance benchmark as the Company has too few direct competitors to establish meaningful benchmarks, and the HCC Committee believes that the executives should be rewarded for outperforming the broader stock market returns, as represented by the S&P 500.