Pay vs Performance Disclosure, Table

2024 Pay Versus Performance

The following table and supporting narrative contain information regarding “compensation actually paid” to our NEOs and the relationship to company performance.

Pay Versus Performance Table


Year	Summary Compensation Table Total for PEO 1 (Hess) ($) (1)	Compensation Actually Paid to PEO 1 (Hess) ($) (1) (2) (8)	Summary Compensation Table Total for PEO 2 (Haley) ($) (3)	Compensation Actually Paid to PEO 2 (Haley) ($) (2) (3) (8)	Average Summary Compensation Table Total for Non-PEO NEOs ($) (4)	Average Compensation Actually Paid to Non-PEO NEOs ($) (2) (4) (8)	Value of Initial Fixed $100 Investment on December 31, 2019 Based on:		Net Income/ Loss ($) (6)	Adjusted Operating Margin (7)
Year	Summary Compensation Table Total for PEO 1 (Hess) ($) (1)	Compensation Actually Paid to PEO 1 (Hess) ($) (1) (2) (8)	Summary Compensation Table Total for PEO 2 (Haley) ($) (3)	Compensation Actually Paid to PEO 2 (Haley) ($) (2) (3) (8)					Net Income/ Loss ($) (6)	Adjusted Operating Margin (7)	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($) (5)
2024	12,502,090	22,045,479	N/A	N/A	4,474,450	5,846,853	166	169	(98)	23.9%
2023	12,668,832	17,266,044	N/A	N/A	3,186,370	3,309,249	126	137	1,055	22.0%
2022	10,728,900	11,413,081	N/A	N/A	2,777,755	3,077,416	126	118	1,009	20.9%
2021	N/A	N/A	20,337,292	14,552,522	3,678,933	2,107,221	121	132	4,222	19.9%
2020	N/A	N/A	20,732,005	18,765,840	3,993,331	3,023,132	106	107	996	18.0%

Notes:

(1)

Reflects compensation for our Chief Executive Officer, Mr. Hess, who served as our Principal Executive Officer ("PEO") in 2022, 2023 and 2024.

(2)

“Compensation actually paid” has been calculated in accordance with the rules outlined under Item 402(v)(2) of Regulation S-K. Details of the adjustments made to reported Summary Compensation Table total compensation for 2023 to determine “compensation actually paid” are summarized below in footnote (8).

(3)

Reflects compensation for our former Chief Executive Officer, Mr. Haley, who served as our PEO in 2021 and 2020.

(4)

Reflects compensation for the following non-PEO NEOs:

•

2024: Mr. Krasner, Ms. Gebauer, Ms. Clarke, Mr. Furman and Mr. Garrard

•

2023 and 2022: Mr. Krasner, Ms. Gebauer, Mr. Garrard and Mr. Furman

•

2021: Mr. Krasner, Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Furman

•

2020: Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Wickes

(5)

The peer group used for TSR comparisons reflects our compensation benchmarking peer group as disclosed in the CD&A for each year. The peer group comprises the following companies for each year:

•

2024, 2023 and 2022: Aon plc, Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv,

Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group.

•

2021 and 2020: Aon plc, Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Nielsen Holdings plc, Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group.

The only change in the peer group between 2024, 2023 and 2022 and the prior two years is the removal of Nielsen Holdings plc, which ceased trading during the year. As a result of this, it is not possible to calculate TSR for the 2020 and 2021 group in 2022, 2023 and 2024, given no data for Nielsen Holdings plc is available.

(6)

Reflects WTW’s consolidated reported net income in millions, calculated on a GAAP basis, as reported in our Annual Report on Form 10-K for the relevant year.

(7)

For 2024 we have designated Adjusted Operating Margin as our “Company-Selected Measure,” reflecting our view that it is the most important financial performance measure (not otherwise required to be disclosed in the table) linking “compensation actually paid” to Company performance, given its role in our LTIP. In 2023 and 2022, we identified Adjusted Net Revenue as our Company-Selected Measure. We may designate a different financial performance measure as our Company-Selected Measure in future years.

(8)

The following adjustments were made to Summary Compensation Table total compensation to determine “compensation actually paid” for our NEOs:


Adjustments	2024
Adjustments		PEO ($)	Non-PEO NEO Average ($)
Summary Compensation Table Total	12,502,090	4,474,450
Deduction for amount reported in “Share Awards” column of the Summary Compensation Table	(8,933,289)	(2,452,688)
Addition of fair value at fiscal year (“FY”) end, of equity awards granted during the FY that remained outstanding (a)	10,762,696	2,451,414
Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY (a)	N/A	309,958
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding (a)	7,129,266	895,439
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY (a)	287,212	121,787
Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award	270,132	41,425
Deduction for values reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table	N/A	(5,375)
Addition for the Service Cost attributable to services rendered during the FY (b)	27,372	10,443
Compensation Actually Paid	22,045,479	5,846,853

(a)

The equity awards included above comprise PSUs and RSUs granted from 2020 through 2024. The fair values of the equity awards were calculated using valuation assumptions that materially differ from those disclosed at the time

of grant, including: (1) the fair value of RSU awards was calculated using the closing price of our common shares as of the last day of the applicable year or on the date of vesting, as applicable; (2) the fair value of PSU awards was estimated using the closing price of our common shares as of the last day of the applicable year and adjusted for management’s estimate of performance as of the end of the year.

(b)

For disclosures of all significant assumptions used by the Willis Towers Watson Pension Plan for U.S. employees, please refer to our consolidated financial statements including in our Annual Report on Form 10-K for the year ended December 31, 2024. The table below provides a limited summary of the assumptions used to determine service costs for the purposes of “compensation actually paid”:


Year	Effective Discount Rate	Assumed Salary Increase Rate
2024	5.79%	4.00%

Company Selected Measure Name

Adjusted Operating Margin

Named Executive Officers, Footnote

(4)

Reflects compensation for the following non-PEO NEOs:

•

2024: Mr. Krasner, Ms. Gebauer, Ms. Clarke, Mr. Furman and Mr. Garrard

•

2023 and 2022: Mr. Krasner, Ms. Gebauer, Mr. Garrard and Mr. Furman

•

2021: Mr. Krasner, Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Furman

•

2020: Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Wickes

Peer Group Issuers, Footnote

(5)

The peer group used for TSR comparisons reflects our compensation benchmarking peer group as disclosed in the CD&A for each year. The peer group comprises the following companies for each year:

•

Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group.

•

Changed Peer Group, Footnote

Adjustment To PEO Compensation, Footnote

(8)

The following adjustments were made to Summary Compensation Table total compensation to determine “compensation actually paid” for our NEOs:


Adjustments	2024
Adjustments		PEO ($)	Non-PEO NEO Average ($)
Summary Compensation Table Total	12,502,090	4,474,450
Deduction for amount reported in “Share Awards” column of the Summary Compensation Table	(8,933,289)	(2,452,688)
Addition of fair value at fiscal year (“FY”) end, of equity awards granted during the FY that remained outstanding (a)	10,762,696	2,451,414
Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY (a)	N/A	309,958
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding (a)	7,129,266	895,439
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY (a)	287,212	121,787
Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award	270,132	41,425
Deduction for values reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table	N/A	(5,375)
Addition for the Service Cost attributable to services rendered during the FY (b)	27,372	10,443
Compensation Actually Paid	22,045,479	5,846,853

(a)

(b)


Year	Effective Discount Rate	Assumed Salary Increase Rate
2024	5.79%	4.00%

Non-PEO NEO Average Total Compensation Amount

$ 4,474,450

$ 3,186,370

$ 2,777,755

$ 3,678,933

$ 3,993,331

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,846,853

3,309,249

3,077,416

2,107,221

3,023,132

Adjustment to Non-PEO NEO Compensation Footnote

(8)

The following adjustments were made to Summary Compensation Table total compensation to determine “compensation actually paid” for our NEOs:


Adjustments	2024
Adjustments		PEO ($)	Non-PEO NEO Average ($)
Summary Compensation Table Total	12,502,090	4,474,450
Deduction for amount reported in “Share Awards” column of the Summary Compensation Table	(8,933,289)	(2,452,688)
Addition of fair value at fiscal year (“FY”) end, of equity awards granted during the FY that remained outstanding (a)	10,762,696	2,451,414
Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY (a)	N/A	309,958
Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding (a)	7,129,266	895,439
Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY (a)	287,212	121,787
Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award	270,132	41,425
Deduction for values reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table	N/A	(5,375)
Addition for the Service Cost attributable to services rendered during the FY (b)	27,372	10,443
Compensation Actually Paid	22,045,479	5,846,853

(a)

(b)


Year	Effective Discount Rate	Assumed Salary Increase Rate
2024	5.79%	4.00%

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid Versus Company and Peer TSR

Compensation Actually Paid vs. Net Income

Compensation Actually Paid Versus GAAP Net Income

Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid Versus Adjusted Operating Margin

Total Shareholder Return Vs Peer Group

Compensation Actually Paid Versus Company and Peer TSR

Tabular List, Table

Tabular List of Company Performance Measures

The following table alphabetically lists the measures we believe are most important in linking compensation actually paid to company performance during 2024.

       Tabular List of Most Important Measures

      

       (1)  Adjusted EPS

      

       (2)  Adjusted EPS Growth

      

       (3)  Adjusted Net Revenue

      

       (4)  Adjusted Net Revenue Growth

      

       (5)  Adjusted Operating Margin

      

       (6)  Free Cash Flow Margin

      

       (7)  Relative TSR

      

Total Shareholder Return Amount

$ 166

126

121

106

Peer Group Total Shareholder Return Amount

169

137

118

132

107

Net Income (Loss)

$ (98,000,000)

$ 1,055,000,000

$ 1,009,000,000

$ 4,222,000,000

$ 996,000,000

Company Selected Measure Amount

0.239

0.22

0.209

0.199

0.18

PEO Name

Mr. Hess

Mr. Haley

Effective discount rate

5.79%

Assumed salary increase rate

4.00%

Measure:: 1

Adjusted EPS

Measure:: 2

Adjusted EPS Growth

Measure:: 3

Non-GAAP Measure Description

Adjusted Net Revenue

Measure:: 4

Adjusted Net Revenue Growth

Measure:: 5

Adjusted Operating Margin

Measure:: 6

Free Cash Flow Margin

Measure:: 7

Relative TSR

Mr.Carl Hess [Member]

PEO Total Compensation Amount

$ 12,502,090

$ 12,668,832

$ 10,728,900

PEO Actually Paid Compensation Amount

22,045,479

$ 17,266,044

$ 11,413,081

Mr.Haley [Member]

PEO Total Compensation Amount

$ 20,337,292

$ 20,732,005

PEO Actually Paid Compensation Amount

$ 14,552,522

$ 18,765,840

PEO | Mr.Carl Hess [Member] | Pension Adjustments Service Cost

PEO | Mr.Carl Hess [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

27,372

PEO | Mr.Carl Hess [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(8,933,289)

PEO | Mr.Carl Hess [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

10,762,696

PEO | Mr.Carl Hess [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

7,129,266

PEO | Mr.Carl Hess [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

287,212

Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table

270,132

Non-PEO NEO | Pension Adjustments Service Cost

(5,375)

Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table

10,443

Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested

(2,452,688)

Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested

2,451,414

Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year

895,439

Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year

309,958

Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year

121,787