DEF 14A

Willis Towers Watson PLC Director Skills and Experience Matrix


		Dame Inga Beale	Fumbi Chima	Stephen Chipman	Michael Hammond	Carl Hess	Jacqueline Hunt	Paul Reilly	Michelle Swanback	Fredric Tomczyk
Business & Industry	Human Capital and/or Benefits Advisory				●	●	●	●		●
	Insurance and Reinsurance	●			●	●	●			●
	Investment Advisory and Management			●		●	●	●		●
	Professional Services Company (Provider)			●	●	●	●	●	●
Financial	Background and experience in banking, financial services, investing, and accounting.	●	●	●	●	●	●	●	●	●
	M&A and Capital Markets	●		●	●	●	●	●	●	●
Information Technology and Cybersecurity	Expertise in information systems and security and/or significant experience overseeing risks related to cybersecurity.		●						●
International Business(1)	Background living or working in, or management responsibility for a business or function in key geographic areas outside the U.S.	●	●	●	●	●	●	●	●	●
Management/ Executive Leadership	Background in roles such as CEO, Senior Executive of a large company and/or global company with a significant transformation program.	●	●	●	●	●	●	●	●	●
Public Board	Previous directorships on other public company boards and board committees.	●	●				●	●		●
Technology Oversight	Experience related to overseeing risks related to technology and technology services.	●	●	●	●	●	●	●	●	●
Age	< 60		●				●		●
Citizenship	European/UK Citizenship	●	●	●	●		●
	Other Non-US Citizenship									●
	US Citizenship		●	●		●		●	●

All directors have significant experience working with businesses with international operations.

Board Evaluation Process

The Governance Committee considers the Board’s size, composition and effectiveness throughout the year. This includes a constructive annual evaluation process, which the Board recognizes is an essential component of good corporate governance and Board effectiveness.

The Governance Committee oversees the process and format of the evaluations of the Board and its Committees. As the process is dynamic, the format may change from year-to-year at the discretion of the Governance Committee to ensure that honest and actionable feedback is solicited and obtained from the directors. As the Board manages evolving expectations for how boards should meet their oversight duties and assess their own performance, the format of the evaluations may vary from written questionnaires completed by each director analyzed by the office of the Corporate Secretary to interviews of each director, including from time to time by a third-party facilitator.

Typically, the annual evaluation involves a multi-step process, as set forth below, that aims to generate robust comments and discussion at all levels of the Board and each Committee, with topics ranging from Board composition to processes to materials:

•

Step 1: The Governance Committee reviews and approves the process and outline for questions (whether in the form of written questionnaires or questions to be used for open dialogue), including whether to appoint a third-party facilitator.

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Step 2: Directors provide responses to the questions, which address a variety of topics including, among other things:

Board composition and structure;

meetings, materials and topics;

Board interaction with management;

continuing education; and

effectiveness of the Board.

•

Step 3: The evaluation results are then discussed in closed-session discussions:

with the Governance Committee, which reviews the results of the full Board as well as each Committee evaluation;

by each Committee (as necessary), with discussions being led by the independent Committee Chairs; and

by the full Board, with discussions being led by the Non-Executive Board Chair. Each Committee Chair also reports to the full Board regarding any discussions held at the Committee closed sessions.

•

Step 4: Based on evaluation results, the Non-Executive Board Chair and Committee Chairs work to implement changes in practices or procedures, as appropriate.

The evaluation process has resulted in enhancements or changes to, among other things, meeting materials, meeting topics, meeting structure, committee structure and composition and the evaluation process itself.

Director Orientation and Continuing Education

Director Orientation: Our robust orientation program familiarizes new directors with the Company’s businesses, strategies and policies, and assists new directors in developing company and industry knowledge to optimize their service on the Board. The orientation also provides new directors with an understanding of their fiduciary duties and other requirements associated with serving on the Board of an Irish-domiciled company with shares listed on NASDAQ.

Continuing Education: Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities. These programs may include internally developed materials and presentations, programs presented by third parties, and financial and administrative support to attending qualifying academic or other independent programs.

Over the course of the last few years, the New Director Orientation and Continuing Education Program has been a standing agenda item on the Governance Committee’s agenda. The Committee has overseen the orientation of the eight new independent directors, solicited input from the directors as to how to better onboard new directors and incorporated feedback into the program.

Director Biographical Information

We have highlighted below some key qualifications, attributes, skills and experiences of each director nominee at the AGM that were considered by the Governance Committee. The absence of a particular bullet point does not mean that a director does not possess other important qualifications or skills.

      
Independent Director Since: 2022
Age: 62
 
Board Committees:
Audit Committee (Chair);
Risk and Operational Oversight Committee
 
Key skills and experience: 
•  Management
•  Industry 
•  Financial 
 
Dame Inga Beale
 
Background: 
Ms. Beale is the former Chief Executive Officer of Lloyd’s of London, a role she held from 2014 to 2018. Previously, Ms. Beale was Chief Executive Officer of Canopius Group Ltd, with its principal operations at Lloyd’s, from 2012 to 2014. Prior to that, from 2008 through 2011, she was Global Chief Underwriting Officer and Head of Mergers & Acquisitions, Organizational Transformation and Internal Consulting for Zurich Insurance Group. She held the role of Group CEO of Swiss reinsurer Converium Ltd in 2006 and 2007, after having spent 14 years in a variety of international roles for GE Insurance Solutions in both Europe and the US. She was appointed Dame Commander of the Order of the British Empire (DBE) in the 2017 New Year Honours for services to the economy.
 
Ms. Beale currently serves as Chair of South Pole Holding AG, a privately-owned company that helps realize decarbonization pathways across industries, and serves on the public company boards of NN Group N.V. and Crawford and Company. Ms. Beale served as a member of the Geneva Association Board from 2014 to 2018, a member of the UK Government’s Financial Services Trade and Investment Board from 2015 to 2018, and a member of the London Mayor’s Business Advisory Board from 2016 to 2021.  She previously served on the public company board of Mediclinic International plc, where she had served as Chair. Ms. Beale is a Chartered Insurer and studied economics and accounting at Newbury College, Berkshire, England.
 
Qualifications:
The Board has concluded that Ms. Beale should continue to serve on the Board due to, among other things, her previous executive and management experience in the insurance and reinsurance industry, including her time as CEO of multiple insurance and reinsurance companies. The Board believes that Ms. Beale’s management and directorship experience provides significant insight into global management, strategy, transformation and risk management.

      
Independent Director Since: 2022
Age: 51
 
Board Committees:
Corporate Governance and Nominating (Chair); 
Audit Committee 
 
Key skills and experience: 
•  Executive/management 
•  International business 
•  Information technology and oversight of information security
 
Fumbi Chima
 
Background: 
Ms. Chima has served in leadership roles at various companies in the retail and financial sectors. Most recently, from 2020 to 2023, Ms. Chima served as Executive Vice President and Chief Information Officer of Boeing Employees’ Credit Union (BECU), a not-for-profit financial cooperative. Prior to BECU, Ms. Chima served as Chief Information Officer at Adidas AG, from 2019 to 2020, Chief Information Officer at Fox Networks Group, from 2017 to 2019, Chief Information Officer at Burberry Group plc, from 2015 to July 2017, and Chief Information Officer — Asia, at Walmart, Inc., from 2014 to 2015. Ms. Chima also previously served in other leadership roles at Walmart, Inc. from 2010 to 2014, and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010. 
 
Ms. Chima currently serves on the public company board of SPS Commerce, Inc., a leading electronic data interchange, sales and item data company. Previously, she served on the public company boards of Whitbread plc, a British hospitality company, from March 2021 to June 2024, AZEK Company, Inc., a manufacturer of residential and commercial building products, from November 2020 to September 2023,  Ted Baker plc, a British luxury clothing company (which delisted from the London Stock Exchange in October 2022), from August 2021 to September 2022, and Africa Prudential plc, a technology-driven share registration and investor service provider, from August 2020 through March 2022. Additionally, she served on the board of directors of Global Sources Ltd., a business-to-business media company with a focus on the Greater China market, from September 2016 to September 2017. Ms. Chima previously served in advisory roles for SAP Executive Advisory, from 2019 to 2020, and Apptio EMEA Advisory, in 2020. Ms. Chima received her Bachelor of Arts in Politics and Philosophy from the University of Hull. Ms. Chima’s career accolades include, among others, One of the Top 100 Women in STEM, 2018 One of the Most Influential Black Executives in Corporate America, 2015 Trailblazer Award by Face-to-Face Africa and 2012 IT Leader of the Year.
 
Qualifications:
The Board has concluded that Ms. Chima should continue to serve on the Board due to, among other things, her global business and technology experience, including information technology expertise and oversight of information security, and for her leadership in diversity and inclusion efforts, including advocating for women in business globally. The Board believes that Ms. Chima’s broad range of experience with public and private company leadership positions and directorships provides significant insight into the Company’s global operations and information technology.

      
G
     
Independent Director Since: 2023
Age: 64
 
Board Committees:
Audit Committee; 
Risk and Operational Oversight Committee
 
Key skills and experience: 
•  Executive/management 
•  International business 
•  Financial 
 
Stephen Chipman 
 
Background: 
Mr. Chipman has served in executive roles at several organizations. Most recently, from 2018 to 2019, Mr. Chipman served as Group Managing Director of Vistra, a private equity portfolio company, after its purchase of Radius, a private equity-backed global company providing technology-enabled services and solutions, where Mr. Chipman had served as CEO from 2016 through 2018. Prior to that, Mr. Chipman served as CEO of Grant Thornton LLP, a role he held from 2009 to 2014. Mr. Chipman held several roles at Grant Thornton including CEO of Grant Thornton China Management Corp. from 2006 to 2009; US Central Region Managing Partner and Office Managing Partner of Grant Thornton LLP from 2001 to 2006; Managing Partner, Global Services & Worldwide Director, at Grant Thornton LLP from 1996 to 2000; Asia Pacific Regional Technical Director with Grant Thornton International from 1992 to 1995; and Audit Professional at Grant Thornton from 1981 to 1991. 
Mr. Chipman currently serves as a director of Prudential Insurance Funds overseeing the management and performance of approximately $160 billion of assets in over 100 funds and strategies. He also serves on the boards of Stout, a private equity-backed global advisory firm, One Sky Foundation, a not-for-profit organization, and Doeren Mayhew, a private equity-backed professional services firm. He previously served on the board of Auxadi Holdo, a private equity-backed international corporate services company, where he served as chair. Mr. Chipman was educated at Plymouth College and Plymouth Polytechnic in Plymouth UK. He is a U.S. Certified Public Accountant and a Chartered Accountant in England and Wales.
 
Qualifications:
The Board has concluded that Mr. Chipman should continue to serve on the Board due to, among other things, his significant management and strategic experience gained from a multitude of leadership roles. The Board believes that Mr. Chipman’s various executive officer positions provide significant insight into executive management and financial and risk management.

           
Independent Director Since: 2022
Age: 68
 
Board Committees:
 Risk and Operational Oversight Committee (Chair); 
Human Capital and Compensation Committee
 
Key skills and experience: 
•  Executive/management 
•  International business 
•  Industry 
 
Michael Hammond
 
Background: 
Mr. Hammond is a retired senior executive with experience at several international insurance broking firms. Most recently, he served in a variety of senior roles at Lockton until 2017. This included Chairman and CEO, Lockton Overseas, from 2016 to 2017, Chairman, Lockton International Holdings Ltd., from 2016 to 2017, CEO of Lockton International Holdings Ltd., from 2006 to 2016, and CEO of Lockton Companies LLP from 2010 to 2015. He previously served as CEO of JLT Risk Solutions and a member of the Board of JLT Group plc, from 2004 to 2005, and CEO of Marsh UK Ltd., from 2000 to 2003.
 
Mr. Hammond previously served on the board of directors of Lockton Cos., from 2011 to 2016, and, from 2006 to 2017, he served on the boards of directors at a number of privately-owned companies and subsidiaries of Lockton Cos., including as Chairman of Lockton Overseas Ltd., an investment management company, and as a director of Lockton, Inc., a risk management, insurance and employee benefits service provider, Lockton (MENA) Ltd., an insurance service provider, and Lockton Wattana (Thailand) pte, an insurance broker. Previously, Mr. Hammond also served on the boards of directors at JLT, a provider of insurance, reinsurance, employment benefits advice and brokerage services that was acquired by MMC, from 2005 to 2006, Marsh, Inc. (“Marsh”), a global professional services firm, from 2002 to 2003, and certain Marsh subsidiaries, from 2000 to 2003, as well as a member of the University of East Anglia Student Business Enterprise Fund and Advisory Board. Mr. Hammond currently serves as the Chairman of The London Insurance Market Charitable Trust. Mr. Hammond received his Bachelor of Arts in Economics and Social Studies from the University of East Anglia.
 
Qualifications:
The Board has concluded that Mr. Hammond should continue to serve on the Board due to, among other things, his significant experience as CEO at large global insurance broking entities and his industry expertise. The Board believes that Mr. Hammond’s relevant management and board experience provides significant insight into global strategy and operations.

      
Chief Executive Officer
Director Since: 2022
Age: 64
 
Key skills and experience: 
•  CEO/management experience
•  International business experience
•  Financial expertise
 
Carl Hess
 
Background:
Mr. Hess has served as Chief Executive Officer of the Company since January 1, 2022. Previously, Mr. Hess served as President from August 16, 2021 and, before that, as Head of Investment, Risk and Reinsurance from October 27, 2016 to August 16, 2021. Prior to that, Mr. Hess served as the Co-Head of North America at Willis Towers Watson from January 4, 2016, following the merger of legacy Willis Group and legacy Towers Watson, until October 27, 2016, and as Managing Director, The Americas, of Towers Watson from February 1, 2014 until January 4, 2016. Before that, he served as the Managing Director of Towers Watson’s Investment business from January 1, 2010 until February 1, 2014. Before his service at Towers Watson, Mr. Hess worked in a variety of roles for over 20 years at Watson Wyatt, lastly as Global Practice Director of Watson Wyatt’s Investment business. Mr. Hess is a Fellow of the Society of Actuaries and the Conference of Consulting Actuaries and a Chartered Enterprise Risk Analyst. Mr. Hess has a Bachelor of Arts cum laude in logic and language from Yale University.
 
Qualifications:
The Board has concluded that Mr. Hess should continue to serve on the Board due to, among other things, his appointment as CEO and significant experience with and considerable knowledge of Willis Towers Watson, which he gained through his combined years of service as an employee, manager and officer of Willis Towers Watson, legacy Towers Watson and legacy Watson Wyatt. This includes over 20 years of experience in various management roles. The Board believes that Mr. Hess’s substantive expertise in a wide range of the Company’s business, including investments, brokerage and employee benefits and actuarial consulting, as well as his education and affiliations as a Fellow of the Society of Actuaries and member of the Conference of Consulting Actuaries, provides significant insight into Willis Towers Watson’s business and management of a global business.

      
Independent Director Since: 2023
Age: 57
 
Board Committees:
 Corporate Governance and Nominating Committee; 
Human Capital and Compensation Committee
 
Key skills and experience: 
•  Executive/management 
•  Financial 
•  Industry 
 
Jacqueline Hunt
 
Background: 
From 2016 until 2021, Ms. Hunt served as a member of the Allianz SE management board with executive responsibility for the asset management and U.S. life insurance divisions. Prior to that, she served as executive director of Prudential plc and CEO of Prudential UK, Europe and Africa from 2013 to 2015. She served as group CFO of Standard Life from 2010 to 2013. Ms. Hunt has also held a number of senior management positions in companies including Aviva, Hibernian Group, Norwich Union Insurance, PricewaterhouseCoopers and RSA Insurance.
 
Ms. Hunt currently serves on the public company board of Standard Chartered PLC, a multi-national bank with operations in consumer, corporate and institutional banking, and treasury services. Previously, Ms. Hunt served on the public company boards of Man Group PLC, an active investment management business from February 2022 to March 2023, and Rothesay Life PLC, the UK’s pensions insurance specialist, from July 2022 to April 2023. Ms. Hunt holds a Bachelor of Commerce and a Bachelor of Accounting degree from the University of the Witwatersrand and earned the Chartered Accountant designation.
 
Qualifications:
The Board has concluded that Ms. Hunt should continue to serve on the Board due to, among other things, her industry experience, her significant management experience at various global companies, as well as her financial expertise. The Board believes that Ms. Hunt’s industry experience and management experience provide significant insight into global management and strategy as well as financial and risk management.

      
Independent Director Since: 2022
Non-Executive Chair of the Board
Age: 71
 
Board Committees:
 Corporate Governance and Nominating Committee; 
Human Capital and Compensation Committee
 
Key skills and experience: 
•  Executive/management 
•  Financial 
•  International business 
 
Paul Reilly
 
Background: 
Mr. Reilly is currently the Executive Chair of the Board of Raymond James Financial, a multi-national independent investment bank and financial services company. Mr. Reilly served as the CEO and Chair of the Board of Raymond James Financial from May 2010 through February 2025. He served on the firm's management team as president and CEO-designate from May 2009 to May 2010. Prior to that, he served on the firm’s management team as president and CEO-designate from May 2009 to May 2010. He has served on the firm’s board of directors since 2006. From July 2007 to April 2009, Mr. Reilly was Executive Chairman of Korn/Ferry International, a global provider of talent management solutions with more than 90 offices in 39 countries throughout North America, Latin America, Europe, the Middle East, Africa and Asia Pacific. Mr. Reilly began his tenure with Korn/Ferry International as Chairman and CEO in 2001. Prior to that, he was CEO at KPMG International, a global network of professional services firms and one of the Big Four accounting organizations, where he was responsible for the overall strategy and implementation of the firm’s products, services and infrastructure on a global basis. Before being named CEO at KPMG, Mr. Reilly ran the firm’s financial services business and earlier had held senior management positions in its real estate consulting group.
 
Mr. Reilly serves on the board of the American Securities Association (ASA), where he previously served as Chair through December 2023, and as a member of the Board at Large of the Securities Industry and Financial Markets Association (SIFMA). He is also active with the Bank Policy Institute. Mr. Reilly’s charitable causes include involvement with the National Leadership Roundtable on Church Management and Our Lady of Divine Providence House of Prayer in Clearwater, Florida. Formerly, he acted as a board member of United Way Suncoast and as the Chair of the American Heart Association Heart Walk and Heart Ball. He received his Bachelor of Science degree and MBA from the University of Notre Dame and remains active with the school, serving on the Business Advisory Council, and being recognized as a recipient of the Distinguished Alumnus Award in 2004-2005. In addition to his degrees, he earned the Certified Public Accountant designation.
 
Qualifications:
The Board has concluded that Mr. Reilly should continue to serve on the Board due to, among other things, his significant experience as CEO at both a financial services company and a professional services company as well as his international business experience and financial expertise. The Board believes that Mr. Reilly’s relevant executive management and public company board experience provides significant insight into global strategy and operations.

      
Independent Director Since: 2022
Age: 57
 
Board Committees:
Human Capital and Compensation Committee (Chair); Risk and Operational Oversight Committee 
 
Key skills and experience: 
•  Executive/management 
•  Technology 
•  Operational transformation 
 
Michelle Swanback
 
Background: 
Ms. Swanback has served in executive roles at several organizations leading large digital and technology-led transformations.  Most recently, she served as the CEO of TTEC Engage, a business unit of TTEC, from May 2022 through December 2024, and as President of TTEC Holdings, Inc. from November 2022 through December 2024. Previously, she served as President, Product and Platform, of The Western Union Company from 2020 to 2022. From 2014 to 2020, Ms. Swanback served as the Group Operating Officer at Accenture Digital. She previously served as the lead for Accenture Technology, North America from 2012 to 2014. Prior to that, she served as a managing director in the North American operating unit of the Accenture Communications, Media, and Technology operating group from 2011 to 2012. Ms. Swanback has a Bachelor of Science, Computer Information Systems and Finance from Colorado State University, and completed the IMD Executive Management program at Lausanne in Switzerland.
 
Qualifications:
The Board has concluded that Ms. Swanback should continue to serve on the Board due to, among other things, her executive management experience as well as her technology and operational transformation experience. The Board believes that Ms. Swanback’s experience, including her leadership positions at global technology companies, provides significant insight into the Company’s global operations and information technology.

           
Independent Director Since: 2023
Age: 70
 
Board Committees:
Audit Committee; 
Corporate Governance and Nominating Committee
 
Key skills and experience: 
•  Executive/management 
•  Financial 
•  International business 
 
Fredric Tomczyk
 
Background: 
Mr. Tomczyk served as the CEO of CBOE Global Markets, Inc., a publicly traded securities exchange holding company, from September 2023 to May 2025, and has served as a member of its board of directors since July 2019. 
 
Mr. Tomczyk previously served as president and CEO of TD Ameritrade from 2008 to 2016 and, prior to that, as Chief Operating Officer from 2007 to 2008 with responsibility for the implementation of the company’s growth strategy. Prior to joining TD Ameritrade, Mr. Tomczyk served as the vice chair of corporate operations for TD Bank Group from 2002 through 2007. He also held a number of executive roles for Canada Trust, which later became TD Canada Trust. Prior to joining Canada Trust in 1998, he served as the president and CEO of London Life.
 
Mr. Tomczyk previously served as the lead independent director of Sagen MI Canada Inc., a publicly traded company, and of its operating subsidiary, Sagen Mortgage Insurance Company Canada. He also previously served as a director of Knight Capital Group, Inc. and a trustee of Liberty Property Trust, both formerly publicly traded companies, and as a director of the Securities Industry and Financial Markets Association. Mr. Tomczyk holds a B.S. degree in applied economics and business management from Cornell University and earned the Chartered Accountant designation.
 
Qualifications:
The Board has concluded that Mr. Tomczyk should continue to serve on the Board due to, among other things, his significant experience as CEO at a financial services company as well as his financial expertise. The Board believes that Mr. Tomczyk’s management and directorship experience provides significant insight into global management, strategy and risk management.

Corporate Governance

We believe that good governance is critical to achieving long-term shareholder value. As such, we are committed to governance policies and practices that serve the long-term interests of the Company and its shareholders.

Corporate Governance Highlights

      ·     Separate CEO and independent Board Chair roles. 
·     Formal CEO and management succession planning process. 
·     Share ownership guidelines for directors and executive officers. 
·     Insider trading policies applicable to directors, officers, WTW associates and the Company itself. 
·     Directors and employees prohibited from hedging Company shares. 
·     Directors and executive officers prohibited from having margin accounts and pledging Company shares. 
·     Majority voting for directors in uncontested elections; directors that do not receive a majority vote are not elected to the Board. 
·     Ongoing approach to Board refreshment and Board succession to meet evolving Board composition and Company needs.
·     Annual Board and Committee self-evaluations. 
·     Active oversight of Company strategic planning. 
·     Board and Board Committee oversight of sustainability initiatives, risks and disclosures. 
·     Semi-annual shareholder engagement. 
·     No poison pill. 
·     Shareholders holding 10% of the Company’s share capital can convene a special meeting. 
·     Annual elections of directors and tenure limitations for directors, Board Chair and Committee Chairs. 
·     Regular executive sessions of independent directors.
·     Conditional director resignations required for the Governance Committee’s and the Board’s consideration in the event a director experiences materially changed circumstances. 

      ·     Limit on the number of public boards on which directors may serve and assessment of a director’s continued service if he or she accepts membership on another public board. 
o     For each director, other than a director who serves an executive officer at WTW or any other public company, maximum of three other public company boards (in addition to WTW). 
o     For each director who serves as a public company executive officer (including WTW’s CEO), maximum of one other public company board (in addition to WTW). 
·     All independent directors other than CEO.
·     Annual review of Board Committee composition. 
·     Continued assessment and evolution of Board Committee structure to provide proper oversight of the Company's evolving business strategy and needs.
·     Onboarding and regular continuing director education. 
·     Board composition reflects a mix of backgrounds, experiences and skill sets. 
·     Tenure guidelines for directors, Board Committee Chairs and the Board Chair. 
o     No re-nomination after completing 12 years of service as a Willis Towers Watson PLC director (unless otherwise determined by the Board at the recommendation of the Governance Committee).
o     Board and Committee Chairs elected annually and not expected to serve for more than 6 consecutive years (unless otherwise determined by the Board at the recommendation of the Governance Committee).

     

Board and Committee Member Independence

Based on the recommendation of the Governance Committee, the Board has determined that, with the exception of Mr. Hess, the Company's CEO, (i) each of the current directors and director nominees and (ii) each of the Board Committee members is independent under the relevant U.S. Securities and Exchange Commission (“SEC”) rules, NASDAQ listing standards and the Board’s Director Independence Standards included in the Company’s Corporate Governance Guidelines.

As discussed above, each director has significant experience and affiliations with other organizations that bring relevant expertise to the oversight of the Company. In evaluating the independence of each director, the Governance Committee considered that, in the ordinary course of business, the Company provides services (such as insurance broking or consulting services) to, or receives services from, certain organizations affiliated with the directors by virtue of directorship, employment status or share ownership. The Governance Committee determined that, in all of the above cases, the transactions do not impair the relevant director’s independence under the applicable SEC rules, NASDAQ listing standards or the Board’s Director Independence Standards.

Board Meetings and Attendance

The Board met formally eight times in 2025. Additionally, the Board and its Committees met informally with management on numerous occasions during the course of the year to discuss, among other things, strategic, operational, management, compensation and governance issues. The independent directors held separate executive sessions without management either before or after the Board’s regularly scheduled meetings in 2025. The Non-Executive Chair of the Board chaired each executive session. Neither the CEO nor any member of management at any level attends the executive sessions of the independent directors unless invited to discuss a particular matter.

All directors are expected to make every effort to attend meetings of the Board and the Board Committees on which they serve as well as each AGM. All directors who were on the Board in 2025 attended at least 75% of the aggregate number of meetings held by the Board and any Board Committee on which they served in 2025. Further, all directors participated in the 2025 AGM.

Board Leadership Structure

Our Corporate Governance Guidelines provide the Board with flexibility to choose the appropriate leadership structure for the Board based on what it believes is best for the Company at any given point in time. The Board believes that strong independent leadership is important for its performance and effectiveness and to help maintain independent oversight of management. Currently, the Board has an independent, non-Executive Chair. However, when the Board Chair and the CEO are the same individual or the Board Chair does not qualify as independent under NASDAQ rules, our Corporate Governance Guidelines provide for the appointment of a Presiding Independent Director. This structure promotes strong independence in Board leadership.

Furthermore, the Board continues to believe that the Company and its shareholders are best served by having the roles of Board Chair and CEO undertaken by different individuals. The separation allows our CEO to focus on executing our strategy and managing our business, and our Chair is able to focus on Board governance and effectiveness while providing independent Board leadership. Board committee chair roles continue to be filled by other directors, all of whom are independent and play an active role in our strategic planning and oversee such critical matters as the compensation policy for executive officers, nomination and corporate governance practices, and the integrity of financial statements and internal controls over financial reporting.

The Board generally reviews and renews, as appropriate, the term of the Board Chair annually. In furtherance of the Board's refreshment philosophy, the Board elected Paul Reilly to be the new non-executive Board Chair, effective as of the 2025 AGM.

Under the Corporate Governance Guidelines, the Non-Executive Board Chair (or the Presiding Independent Director, if any):

•

convenes and presides at executive sessions of the independent and non-management directors;

•

serves as principal liaison on Board-related issues between the independent and non-management directors and the CEO and provides the CEO with feedback from executive sessions;

•

prior to Board meetings, discusses with the CEO the information to be provided to directors and reviews and approves such information;

•

approves Board meeting agenda items and, with the CEO, proposes for Board approval the Board’s calendar, including the number and frequency of Board meetings, to ensure there is sufficient time for discussion of all agenda items;

•

recommends to the Board the retention of outside advisors and consultants who report directly to the Board on Board-related issues;

•

consults with the Governance Committee on the appointment of chairs and members for Board Committees;

•

is available for consultation and communication with shareholders in appropriate circumstances, as instructed by the Board; and

•

performs such other functions and responsibilities as requested by the Board from time to time.

Willis Towers Watson Board Committees

Critical matters such as the compensation policy for executive officers, nomination and corporate governance practices, and the integrity of financial statements and internal controls over financial reporting, and enterprise-wide risk management are overseen by the Board and its Committees, which are comprised solely of independent directors.

The Board Committees, members and a description of each Committee’s function are set forth below in further detail. Each of our Board Committees has its own respective charter, which can be found, along with our Corporate Governance Guidelines in the “Investor Relations — Corporate Governance” section of our website at www.wtwco.com. Copies are also available free of charge on request from the Company Secretary.

Board Committee Composition

The current Board Committee composition is as follows:


	Audit	Human Capital and Compensation	Corporate Governance and Nominating	Risk and Operational Oversight
Dame Inga Beale	X*			X
Fumbi Chima	X		X*
Stephen Chipman	X			X
Michael Hammond		X		X*
Carl Hess
Jacqueline Hunt		X	X
Paul Reilly		X	X
Michelle Swanback		X*		X
Fredric Tomczyk	X		X

*Designates Board Committee Chair.

General Description of Board Committee Responsibilities

The Audit Committee generally assists the Board with overseeing the following:

•

the integrity of the Company’s financial statements, including the auditing, accounting and financial reporting processes of the Company;

•

the selection and oversight of the independent auditors, including their compensation and retention;

•

the Company’s compliance with financial, legal and regulatory requirements and management of related risks;

•

the independent auditors’ qualifications and independence;

•

the performance of the independent auditors and the Company’s internal audit function;

•

the Company’s establishment and maintenance of proper internal accounting controls and procedures;

•

the review and disclosure, as needed, of financial statement errors;

•

the preparation of an audit committee report as required by the SEC for inclusion in the Company’s annual proxy statement and as required by NASDAQ;

•

the treatment of concerns regarding accounting, auditing, securities law and other matters reported by employees under the Company’s whistleblower policy;

•

the review of the Company’s corporate and tax arrangements and structures in connection with the Directors’ Compliance Statement contained in the Irish Statutory Accounts; and

•

to coordinate with the Risk Operational Oversight Committee to review and discuss overlapping matters in furtherance of fulfilling their respective duties and responsibilities delegated by the Board.

Given the attendant risks to the items listed above and to ensure appropriate oversight and coordination among the committees, pursuant to the Audit Committee charter, the Audit Committee coordinates with the Risk and Operational Oversight Committee (including through the Committee Chairs) regarding common areas of interest and meets jointly with that Committee to discuss some of these common areas.

The Audit Committee provides an avenue for communication among internal audit, the independent auditors, management and the Board. The members of management that join the Committee meetings include, among others, the Chief Financial Officer, the Controller, the General Counsel as well as the Heads of Internal Audit and Compliance. In addition, the Audit Committee discusses with management and, if appropriate, the independent auditors, matters such as the guidelines and policies governing the process by which senior management and the relevant departments of the Company assess and manage the Company’s exposure to risk relating to audit, financial disclosure, tax matters, pension matters and foreign exchange hedging. With respect to compliance, the Audit Committee discusses with the Chief Compliance Officer the compliance and regulatory risks of the Company and receives a report outlining the main activities of the compliance function, material regulatory interactions review, progress against the annual compliance plan and the adequacy of resources. The Committee also discusses with the General Counsel any significant legal matters that may have a material effect on the Company. There is also an overlap of members between the Audit Committee and Risk and Operational Oversight Committee to ensure proper oversight of all Company risks.

Dame Inga Beale is an audit committee financial expert, as defined by Regulation S-K, and all Audit Committee members are financially sophisticated under NASDAQ listing standards in light of their financial experience.

In 2025, the Audit Committee met formally four times. In addition to holding formal meetings, the Audit Committee members meet informally from time to time to discuss and review financial matters related to the Company and its SEC filings, including earnings releases. The Audit Committee also frequently met in executive sessions, including separate meetings with management, the internal auditors and external auditors.

The Human Capital and Compensation Committee ("HCC Committee") generally assists the Board with the following:

•

establishing, in consultation with senior management, the Company’s general compensation philosophy and overseeing the development and implementation of compensation programs in accordance with the philosophy;

•

reviewing and approving annual corporate goals and objectives relevant to the compensation of the CEO, evaluating the performance of the CEO in light of those goals and objectives, and (either as a Committee or together with the other independent directors) determining and approving the CEO’s compensation based on this evaluation, which compensation shall be ratified by the independent directors of the Board;

•

with respect to the executive officers other than the CEO, after consideration of the CEO’s recommendations, reviewing and approving annual corporate goals and objectives relevant to their compensation, evaluating their performance in light of those goals and objectives and determining and approving their compensation;

•

reviewing and approving compensation policies applicable to the executive officers, including with respect to the recovery of incentive-based compensation and the administration of and compliance with such policies;

•

evaluating executive compensation competitive practices and trends;

•

reviewing and approving incentive compensation plans for the executive officers, and equity-based plans, subject to any necessary shareholder approval;

•

in consultation with senior management, overseeing regulatory compliance with respect to compensation matters;

•

reviewing and discussing with senior management the Compensation Discussion and Analysis and approving its inclusion in the Company’s Proxy Statement and Annual Report on Form 10-K;

•

reviewing the results of the “say-on-pay” and “say-on-frequency” proposals included in this Proxy Statement and the appropriate response;

•

providing input and advice on the implementation of the Company’s human capital and talent strategy;

•

making recommendations to the Board on the compensation for non-employee directors, Board Committee Chairs and Board Committee members;

•

making recommendations to the Board on director and executive officer share ownership guidelines and monitor compliance therewith;

•

annually evaluating the independence of the Committee’s compensation consultants, legal counsel and/or other advisors, taking into consideration the factors enumerated in NASDAQ listing standards;

•

reviewing the nature of services provided by the Committee’s compensation consultant, any remuneration provided to such consultant and evaluating, in accordance with SEC rules, whether any conflict of interest exists with respect to such consultant;

•

reviewing an assessment of the Company’s compensation programs to determine whether they create risks that would be reasonably likely to have a material adverse effect on the Company.

In 2025, the HCC Committee met formally four times. In addition to holding formal meetings, from time to time, the HCC Committee members meet informally to discuss compensation-related matters and act by unanimous written consent. After regularly scheduled meetings, the Committee also met in executive session, which included meetings with the compensation consultant.

The Governance Committee generally assists the Board with the following:

•

recommending to the Board, in light of the Board’s qualifications, the director nominees to stand for election by shareholders and in the event of any director vacancy;

•

developing and recommending director independence standards to the Board, periodically reviewing those standards and evaluating directors’ independence;

•

developing and recommending to the Board the director selection process for identifying, considering and recommending candidates to the Board and director qualification standards for use in selecting new nominees and periodically reviewing the process and standards;

•

assisting the Board in its evaluation of its non-employee directors’ independence, skills, qualifications, and time commitments, including with respect to other board leadership positions;

•

reviewing the appropriateness of continued service on the Board of members whose circumstances have changed, including if members contemplate accepting a directorship at another company or an appointment to an audit committee of another company;

•

making recommendations to the Board on matters relating to director tenure, which may include the retirement of Board members, term limits or a mandatory retirement age;

•

establishing, overseeing and recommending the purpose, structure and operations of the various Board Committees, and the qualifications and criteria for membership on each Board Committee;

•

recommending to the Board, from time to time, changes the Committee believes is desirable to the size of the Board or any Committee thereof;

•

recommending to the Board a nominee for Chair (or, if applicable, recommending to the independent and non-management directors a nominee for Presiding Independent Director) and recommending to the Board the nominees and the Chair for each Board Committee;

•

establishing, overseeing and recommending the purpose, responsibilities, structure and operations of the various committees of the Board, including making any recommendations regarding the periodic rotation of directors among the committees;

•

reviewing periodically and recommending changes to the Board, from time to time, to the Company’s Corporate Governance Guidelines;

•

reviewing the orientation process for all new directors and a continuing education program for all directors;

•

developing a policy with regards to the Committee’s consideration of any director candidates recommended by the Company’s shareholders and consider director candidates recommended by the Company’s shareholders in accordance with such policy;

•

administering and overseeing, on behalf of the Board, the evaluation process for the overall effectiveness of the Board (including the effectiveness of the Board Committees and the Board’s performance of its governance responsibilities);

•

reviewing succession plans prepared by management for all senior management;

•

overseeing the Company’s sustainability initiatives (i.e., the Company's ESG efforts related to its internal operations), except as delegated to other Board Committees, with the relevant Board Committees managing their specific ESG responsibilities as set forth in their respective charters, and reporting to the Board, as appropriate;

•

reviewing the Company’s sustainability disclosure in the Proxy Statement;

•

approving any charitable contributions over a threshold delegated by the Board;

•

reviewing any Company shareholder engagement plans, including referring to another Board Committee for review, if appropriate, or otherwise making recommendations to the Board with respect to shareholder proposals properly submitted for inclusion in the Proxy Statement or for consideration at an AGM; and

•

reviewing government relations activities and overseeing any policies regarding political activity.

The Governance Committee believes in fostering strong governance practices and, from time to time, reviews governance principles set out by investors or other outside groups.

In 2025, the Governance Committee met formally four times. After each regularly scheduled meeting, the Governance Committee also met in executive session. In addition to holding formal meetings, the Committee members meet informally from time to time during the course of the year.

The Risk and Operational Oversight Committee generally assists the Board with the following:

•

discussing and reviewing with management its overall efforts and strategy to evaluate and manage the Company’s business, from an enterprise risk management perspective;

•

overseeing management's efforts to identify the most significant elements of enterprise risk and advising management on prioritized business risks;

•

overseeing the overall enterprise risk management framework and practices of the Company, including assessing and managing key and significant emerging risks, developing and monitoring risk mitigation plans, and evaluating and monitoring the overall effective of the Company’s enterprise risk mitigation strategies and activities;

•

assisting the Board with reviewing any new material transaction requiring Board approval;

•

reviewing and making recommendations regarding the adequacy of resources needed to perform enterprise risk management responsibilities and the oversight of management’s initiatives to drive operational efficiencies and improvements;

•

discussing and reviewing with management its efforts to develop, implement and monitor operational efficiencies;

•

overseeing management’s approach to risk identification, risk tolerance, risk monitoring, risk management and key operational risks, including, without limitation, technology, cybersecurity, information security, artificial intelligence and related competitive risks;

•

overseeing insurance programs purchased by the Company;

•

receiving reports and presentations from management and outside advisors regarding risks the Company faces and the Company’s overall risk assessment and management;

•

referring to the Audit Committee any items that have a significant financial statement impact or require significant financial statement or regulator disclosures and any other similar significant issues.

Given the attendant risks to the items listed above and to ensure appropriate oversight and coordination among the committees, pursuant to the Risk and Operational Oversight Committee charter, the Risk and Operational Oversight Committee coordinates with the Audit Committee (including through the Committee chairs) regarding common areas of interest and meets jointly with that Committee to discuss some of these common areas.

In 2025, the Risk and Operational Oversight Committee met formally four times. After each regularly scheduled meeting, the Risk and Operational Oversight Committee also met in executive session. In addition to holding formal meetings, the Committee members meet informally from time to time during the course of the year. In addition to presenting to the Committee on a regular basis with respect to cybersecurity and artificial intelligence, management also presents on such matters to the Board periodically.

Director Nomination and Selection Process

The Governance Committee identifies potential director nominees by preparing a candidate profile based upon the current Board’s strengths and needs, including based on the Company’s strategy and goals for the future, and through a variety of sources, including by engaging search firms, considering input from stakeholders or utilizing the professional networks of the Board and senior management. Nominees must meet minimum qualification standards with respect to a variety of criteria including integrity, reputation, judgment, knowledge, experience, maturity, skills and personality, commitment and independence. The Governance Committee may also take into consideration additional factors that it may deem appropriate, which may include, among other factors, experience with business and other organizations, the interplay of the candidate’s experience with the experience of other Board members and the extent to which the candidate would be a desirable addition to the Board and any committee thereof.

Further, the Board believes it is important to maintain diversity among its members and is committed to the principles of diversity and inclusion, broadly interpreted to include viewpoints, background, experience, attributes, industry knowledge and geography. In recommending candidates for nomination or re-nomination to the Board, the Governance Committee will consider, in connection with director qualification criteria, the composition of the Board as a whole. During its multi-year Board succession and refreshment process, the Governance Committee considered a wide slate of potential candidates, including women as well as racially and ethnically diverse candidates.

With feedback from the Board members, members of the Governance Committee initiate contact with preferred candidates and, following feedback from interviews conducted by Governance Committee and Board members, recommend candidates to join the Board. The Governance Committee has the authority to retain a search firm to assist with this process. The Governance Committee considers candidates nominated by shareholders and ensures that such nominees are given appropriate consideration in the same manner as other candidates. Recommendations may be submitted to any member of the Governance Committee pursuant to the procedures set forth below under “Communications with Shareholders and Other Constituencies” by writing to the Company Secretary at corporatesecretary@wtwco.com.

Board Oversight of Senior Management Succession

In addition to the HCC Committee's regular review of talent and human capital management matters, the Board meets annually with the CEO and Chief Human Resources Officer to assess the succession potential and role readiness for each member of the executive leadership team. This review includes a discussion about development plans for executive officers to help prepare them for future succession and contingency plans in the event the CEO is unable to serve for any reason. Additionally, this discussion includes a review of all succession candidates for each executive officer role, including readiness assessments and related development plans for each candidate. The Chief Human Resources Officer then works with the CEO and executive officers to support candidate development.

The Board’s Role in Risk Oversight

The Company’s management is responsible for the day-to-day assessment and management of the Company’s risks. This includes identifying key risks, implementing appropriate controls, and providing regular updates to the Board and its Committees. These updates provide the Board visibility into significant risks and the mitigation strategies management employs to address them. The Board is responsible for overseeing these enterprise risk management efforts.

Board Oversight Structure

The full Board oversees the Company’s risks, including through delegating oversight of certain risks to its Committees, which report back to the Board. The full Board oversees risks related to, among other things, the Company’s long-term strategy, capital allocation, acquisitions and dispositions, crisis preparedness, and other material financial and operational matters.

Each Committee is responsible for assisting the Board with overseeing specific areas of risk, as outlined in the respective Committee Charters. The Committee Chairs regularly report to the Board on their risk oversight activities. The below is a general outline of the risks overseen by each Committee. For more information on the Board Committees, their responsibilities and areas of risk oversight, see the section above entitled “ — General Description of Board Committee Responsibilities”.

•

Audit Committee: Oversees financial and compliance risks, including those related to litigation, internal investigations, privacy, whistleblower claims, internal control matters, tax matters and pension matters, among other matters.

•

Risk and Operational Oversight Committee: Oversees the overall enterprise risk management framework, including processes for identifying, assessing and managing key risks facing the Company and significant emerging risks, and reviews the adequacy of the Company’s resources to perform its enterprise risk management responsibilities.

The Committee also oversees key operational risks, such as technology, cybersecurity, information security, artificial intelligence and related competitive risks, operations functions and processes, processes that support quality control within the businesses, market-derived income governance, business continuity activities, market security processes, supplier management, material new products and services that create significant operational risks, and climate-related operational risks, if identified as having a material impact on the business strategy or operations, among other matters.

•

HCC Committee: Oversees risks related to compensation, talent matters and equity-based incentive plans.

•

Governance Committee: Oversees risks related to corporate governance, including Board effectiveness, Board and Committee composition, Board size and structure, director independence, Board succession and sustainability matters. For more information, also see the section below entitled “ — Sustainability Oversight, Initiatives and Activities.”

To learn more about the Company's cybersecurity risk management and strategy, the Board’s oversight framework and management’s roles and responsibilities, review the discussion in "Item 1C.Cybersecurity" included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2025. See also Part I, “Item 1A, “Risk Factors” in the same report for risks facing the Company and any risk factors updated in the Company's subsequent filings with the SEC. The risks described in such filings are not the only risks facing the Company. Additional risks and uncertainties not currently known or that currently may not be considered material also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.

Sustainability Oversight

Our clients, colleagues and other stakeholders expect us to conduct our business with integrity and in an environmentally and socially responsible manner. We take these expectations seriously and, consistent with what we believe enhances long-term value, have implemented sustainability programs that are aligned with our business priorities and support the communities in which we operate across the globe.

Sustainability is how we refer to our environmental, people and community, and governance efforts that relate to our own internal operations. To guide these activities, the Sustainability Taskforce is a cross-functional management committee sponsored by our General Counsel and comprised of representatives from across the global functions. The taskforce provides central governance over our sustainability efforts across the organization to ensure our activities are aligned with the Company’s business and strategic priorities. Members of the taskforce provide updates to the CEO and executive management, and meet with the Governance Committee several times a year.

With respect to Board oversight of sustainability matters, the Board believes that the most appropriate Committee should maintain oversight over relevant issues rather than concentrating the oversight of all sustainability initiatives into any one Committee. The Committees report to the Board as appropriate. For example:

•

The Governance Committee has general oversight of sustainability initiatives (with the other relevant Board Committees managing their specific sustainability responsibilities as set forth in their respective charters), reviews sustainability disclosure in the proxy statement and discusses with management, on at least a biannual basis, its corporate responsibility initiatives, which include the Company’s environmental programs, charitable contributions and sustainability reporting strategy.

•

The Risk and Operational Oversight Committee has the primary responsibility of assisting the Board in its oversight of the framework, policies and practices used by management to identify, assess and manage key operational risks facing the Company, including risks arising out of the Company’s operational processes and functions that support the Company’s businesses; as such, it reviews business continuity risks, including climate-related operational risks, if identified as having a material impact on the business strategy or operations.

•

The Audit Committee reviews sustainability reporting and financial disclosure included in documents filed with the SEC or required under Irish law.

•

The HCC Committee reviews human capital, talent strategy and culture.

To learn more about our sustainability principles, goals and related statements, and to review our Sustainability Report, Sustainability Accounting Standards Board (SASB) appendix, and Taskforce on Climate-Related Financial Disclosure (TCFD) report, visit: https://www.wtwco.com/en-us/about-us/sustainability. The information on, or accessible through, our website and the other reports is not part of or incorporated by reference into this Proxy Statement and is currently only as of the date it was first published.

Non-Employee Director Compensation

Willis Towers Watson’s non-employee director compensation takes into account, among other things, the Company’s size and complexity as well as the compensation paid by its peer companies and other similarly situated Irish-domiciled, U.S.-listed companies.

Outlined below are the fees paid to the non-employee directors for each term of service (which runs from the date of the AGM to the date of the next meeting the subsequent year) under the current Compensation Policy and Share Ownership Guidelines for Non-Employee Directors.


All Non-Employee Directors	• $125,000 cash fee, payable 100% in equity at the non-employee director’s election; and • RSUs equal to $220,000 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 Committee Chair	• $30,000 cash fee
Risk & Operational Oversight Committee Chair	• $30,000 cash fee
HCC Committee Chair	• $25,000 cash fee
Governance Committee Chair	• $20,000 cash fee

The following table sets forth cash and other compensation paid or accrued to the non-employee directors of Willis Towers Watson during 2025.


Willis Towers Watson Non-Employee Director	Fees Earned or Paid in Cash ($)		Share Awards ($) (1)		All Other Compensation ($) (2)		Total ($)
Dame Inga Beale (3)		155,000		220,000		—		375,000
Fumbi Chima (4)		20,000		345,000		—		365,000
Stephen Chipman		125,000		220,000		—		345,000
Michael Hammond (5)		155,000		220,000		—		375,000
Fredric Tomczyk		125,000		220,000		—		345,000
Jacqueline Hunt		125,000		220,000		—		345,000
Paul Reilly (6)		187,912		320,000		—		507,912
Michelle Swanback (7)		150,000		220,000		—		370,000

(1)

On May 15, 2025, each of the non-employee directors received 709.655 RSUs, except for (i) Ms. Chima who received 1,112.867 RSUs in connection with her base director fee equity election; and (ii) Mr. Reilly who received 1,032.225 RSUs in connection with his Non-Executive Chair fee. The RSUs vest in full on the earlier of the one-year anniversary of the grant date and the Company’s 2026 AGM. The share award value shown is the full fair value as of the date of grant.

(2)

The Company reimburses directors for reasonable travel and related expenses incurred in connection with their participation in Board or Board Committee meetings. The Company also hired tax consultants, whose fees are expected to be approximately €15,000 in the aggregate, in Dublin, Ireland and the U.S. to prepare the directors’ Irish and U.S. 2025 tax documentation.

(3)

The above fees reflect Dame Inga Beale’s role as the Audit Committee Chair.

(4)

The above fees reflect Ms. Chima’s role as the Governance Committee Chair.

(5)

The above fees reflect Mr. Hammond’s role as the Risk and Operational Oversight Committee Chair.

(6)

The above fees reflect Mr. Reilly's role as the Non-Executive Chair of the Board.

(7)

The above fees reflect Ms. Swanback’s role as the HCC Committee Chair.

Share Ownership Guidelines

Under our share ownership guidelines, which are reviewed with the HCC Committee, non-employee directors are required to accumulate Willis Towers Watson shares equal to five times the directors’ annual cash retainer of $125,000 (i.e., $625,000) within eight years of their appointment to the Board. The threshold dollar amount is intended to ensure alignment with the Company’s long-term strategy and the time period is intended to attract and retain qualified new board members and candidates. Ordinary shares, deferred shares, share equivalents, RSUs and restricted shares count toward satisfying the guidelines, but options to purchase shares do not. Each director is prohibited from transferring these shares until six months after leaving Board service (other than to satisfy tax obligations on the vesting/distribution of existing equity awards), but is permitted to transfer any shares in excess of this amount. If, as a result of share price decline subsequent to a non-employee director meeting the ownership requirement, the non-employee director no longer satisfies the ownership requirement, such director is not required to buy additional shares to meet the ownership requirement. In the event a non-employee director has not met the share ownership requirement, he or she is prohibited from transferring any Willis Towers Watson shares (other than to satisfy tax obligations on the vesting/distribution of existing equity awards). In the case of financial hardship, the ownership guidelines may be waived in the discretion of the HCC Committee until the hardship no longer applies or such other appropriate time as the Committee determines. All directors have satisfied this requirement or are expected to satisfy the requirement within the appropriate timeframe.

The following table sets forth the non-employee directors’ equity ownership as of December 31, 2025.


Non-Employee Director	Shares			RSUs
Dame Inga Beale		1,554			709.655
Fumbi Chima		2,319			1,112.867
Stephen Chipman		978			709.655
Michael Hammond		1,554			709.655
Jacqueline Hunt		978			709.655
Paul Reilly		1,339	(1)		1,032.225
Michelle Swanback		1,554			709.655
Fredric Tomczyk		978			709.655

(1) Includes 48 shares held via revocable trust.

For more information regarding the number of shares beneficially owned by each director as of March 23, 2026, see the section entitled “Additional Information — Security Ownership of Certain Beneficial Owners and Management — Directors, Director Nominees, Named Executive Officers and Other Executive Officers.”

Review and Approval of Related Person Transactions

The Company has adopted written policies and procedures governing the review and approval of transactions between the Company and any of its directors or executive officers, director nominees, any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company’s voting securities or their immediate family members (each, a “Related Person”) to determine whether such persons have a direct or indirect material interest. The Company’s directors, director nominees and executive officers complete an annual director and officer questionnaire, which requires the disclosure of Related Person transactions. In addition, directors, director nominees and executive officers are obligated to advise the Audit Committee of any Related Person transaction of which they are aware, or become aware, and, in the event that any such transactions involve difficult or complex issues, the directors and executive officers are obligated to advise the General Counsel. Further, transactions that are determined to be directly or indirectly material to a Related Person are disclosed in the Company’s Proxy Statement or Annual Report on Form 10-K in accordance with SEC rules. The Audit Committee reviews and approves or ratifies any Related Person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related person transaction, the Audit Committee considers, among other factors it deems appropriate:

•

the position within or relationship of the Related Person with the Company;

•

the materiality of the transaction to the Related Person and the Company, including the dollar value of the transaction, without regard to profit or loss;

•

the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;

•

whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Persons;

•

whether the transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and

•

the effect of the transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.

Any member of the Audit Committee who is a Related Person with respect to a transaction under review may not participate in the deliberations or vote regarding the approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting at which the Audit Committee considers the transaction.

2025 Related Person Transactions under Item 404 of Regulation S-K

BlackRock, Inc. (“BlackRock”) filed a Schedule 13G/A with the SEC reporting that, as of March 31, 2025, BlackRock and certain of its subsidiaries were beneficial owners of more than 5% of our outstanding shares. During 2025, BlackRock Advisors (UK) provided services to Willis Group Services Limited with respect to Willis Pension Trustees Limited and the UK pensions scheme trust. BlackRock received approximately $312,140 for these services, investment administration services, and software solutions, which were provided in the ordinary course of business on an arm’s-length basis.

No other transactions require disclosure under Item 404 of Regulation S-K.

Communications with Shareholders and Other Constituencies

The CEO is responsible for establishing effective communications with the Company’s stakeholder groups, including shareholders, the press, analysts, clients, suppliers, governments and representatives of the communities in which it operates. It is the policy of the Company for the CEO to appoint individuals to communicate and interact fully with these stakeholders. The Chair or another spokesperson chosen by the Board will speak for the Board when the Board determines it is appropriate for the Board to have a distinct and separate spokesperson. Often the Board will look to senior management to speak for the Company; however, the Board is also committed to engaging with shareholders to promote open and sustained dialogue in a manner consistent with the Company’s communications policies and procedures.

Non-employee directors are not precluded from communicating directly with shareholders or other constituencies about Company matters, although directors are required under the Corporate Governance Guidelines to coordinate with the Chair and senior management before doing so. An interested person may communicate with independent directors or the non-management directors as a group by writing to the Company Secretary at corporatesecretary@wtwco.com. The Company Secretary will forward the communication to the director(s) to whom it is addressed.

All communications should include the following information:

•

if the person submitting the communication is a security holder, a statement of the type and amount of the securities of the Company that the person holds;

•

if the person submitting the communication is not a security holder and is submitting the communication as an interested party, the nature of the person’s interest; and

•

the address, telephone number and e-mail address, if any, of the person submitting the communication.

Please note that communications may be shared with Company management.

Please see the section “Additional Information — Shareholder and Other Proposals for the 2027 AGM” at the end of this Proxy Statement for shareholders seeking to present a proposal for inclusion in the Company’s proxy materials for the 2027 AGM.

Shareholder Outreach Program

The Company regularly engages with its shareholders. In addition to continuous communication throughout the year, we formally reach out to shareholders holding at least a majority of our shares in the aggregate on an annual basis, during the spring and fall seasons, and then discuss their feedback with our Board. The purpose of our formal year-round outreach is to foster relations with our shareholders by enhancing communications on corporate governance, executive compensation and sustainability topics and to provide our shareholders with a forum to discuss any questions they may have or voice any concerns. We also use the opportunity to explain various proposals included within the Proxy Statement. Members of management and directors, from time to time, participate in discussions with shareholders.

The Governance and HCC Committees are both involved in the outreach program. Generally, we review our outreach plans and the results of our outreach efforts and discuss any significant feedback with both Committees (and the full Board, as appropriate). The Committees continue to value and consider shareholder feedback and the results of the Say-on-Pay vote, among other factors, in their evaluation of the Company’s executive compensation program and corporate governance structure. We have received feedback from shareholders and have reviewed and in certain cases incorporated aspects of that feedback in parts of our Board succession plans and executive compensation programs, such as incorporating various financial metrics in executive compensation incentive plan designs.

In 2025, 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. Shareholders were overwhelmingly supportive of the Company’s proposals, including our Say-on-Pay proposal approving our NEOs’ compensation, which received approximately 97% support at the 2025 AGM.

Vote Required for Special Meetings

Shareholders holding 10% of the Company’s share capital have the ability to convene a special meeting.

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

For the fiscal year ending December 31, 2026, the Willis Towers Watson Audit Committee approved, and the Board ratified, the appointment of (i) Deloitte & Touche LLP, Independent Registered Public Accounting Firm, to audit the financial statements of Willis Towers Watson and (ii) Deloitte Ireland LLP, Independent Statutory Audit Firm, to audit the Irish Statutory Accounts of Willis Towers Watson. Deloitte & Touche LLP and Deloitte Ireland LLP are the respective U.S. and Irish member firms of the Deloitte Touche Tohmatsu Limited network.

We are seeking ratification of both of these appointments in a non-binding advisory vote from our shareholders at the 2026 AGM. We are not required to have our shareholders ratify the appointments of our independent auditors, but we are nonetheless doing so because we believe it to be a matter of good corporate governance practice. If our shareholders do not ratify the appointments, it will be regarded as notice to the Board and the Audit Committee to consider selecting different firms. Even if the appointments are ratified, the Audit Committee may select different independent auditors at any time if it determines that such selections would be in the best interest of Willis Towers Watson and our shareholders.

The Board unanimously recommends that you vote, on a non-binding advisory basis, “FOR” the ratification of the appointment of (i) Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm and (ii) Deloitte Ireland LLP as the Company’s Statutory Audit Firm for the Irish Statutory Accounts; and, on a binding basis, the authorization of the Board, acting through the Audit Committee, to fix the independent auditors’ remuneration.

A majority of the votes cast by shareholders at the 2026 AGM is required for the proposals. We expect that one or more representatives of Deloitte & Touche LLP and Deloitte Ireland LLP will be present at the 2026 AGM. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to appropriate questions.

The Audit Committee reviews the auditors’ independence and performance in deciding whether to retain them or engage different independent auditors. In the course of this review, the Committee considers, among other things, the auditors’:

▪

independence and process for maintaining independence;

▪

historical and recent performance on the audit;

▪

capability and expertise in handling the breadth and complexity of our worldwide operations;

▪

appropriateness of fees for audit and non-audit services; and

▪

status as a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”).

Fees Paid to the Independent Auditors

The fees that the Company incurs for audit, audit-related, tax and other professional services reflect the complexity and scope of the Company’s operations, including:

▪

operations of the Company’s subsidiaries in multiple, global jurisdictions in more than 140 countries;

▪

the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions; and

▪

the operating companies’ responsibility for preparing audited financial statements.

The following fees have been, or will be, billed by Deloitte & Touche LLP or its respective affiliates for professional services rendered to Willis Towers Watson for the fiscal years ended December 31, 2025 and December 31, 2024 ($ in thousands).


	2025	2024
Audit fees (1)	$ 16,067	$ 17,068
Audit-related fees (2)	1,017	1,300
Tax fees (3)	111	198
All other fees (4)	8	46
Total fees	$ 17,203	$ 18,612

(1)

Fees for the audits of annual financial statements of Willis Towers Watson, reviews of the financial statements included in the quarterly reports for that fiscal year and statutory audits for subsidiary undertakings.

(2)

Fees for assurance and audit-related services that are traditionally performed by the Company’s independent auditor, such as employee benefit plan audits, review of SEC filings and attest services not required by statute or regulation.

(3)

Tax fees comprise fees for various tax compliance, consultation and planning services.

(4)

All other fees includes other permitted services, which in 2025 and 2024, consisted of research, subscription-based fees and presentations.

Audit Committee Pre-Approval Process

The Audit Committee has adopted a policy regarding the pre-approval of services provided by the Company’s independent auditors, which can be found in the “Investor Relations — Corporate Governance” section of the Company’s website at www.wtwco.com. This policy requires all services provided by the Company’s independent auditors, both audit and permitted non-audit services, to be pre-approved by the (i) Audit Committee, (ii) the Audit Committee Chair or (iii) in the Chair’s absence, any other independent member of the Committee ((ii) and (iii) defined as a “designated member”). The decisions of a designated member of the Audit Committee shall be reported to the Audit Committee at its next regularly scheduled meeting.

The pre-approval of audit and permitted non-audit services may be given at any time before engagement for a specified service. Further, the policy outlines the audit and non-audit services that have been pre-approved by the Audit Committee. Pre-approval fee levels for these services to be provided by the independent auditor will be established by the Audit Committee at an annual fee meeting and pre-approved for the 12 months thereafter. All other services not listed in the policy must be specifically pre-approved by the Audit Committee or a designated member. For pre-approved services that arise between regularly scheduled Committee meetings and exceed the pre-approval fee levels set in the annual fee meeting, the Audit Committee has pre-approved an additional pre-established fee level, which is to be administered by the Controller. The Audit Committee approved all services described in the “— Fees Paid to the Independent Auditors” section above in accordance with this policy.

Audit Committee Report

The Audit Committee is currently composed of four non-employee directors: Dame Inga Beale (Chair), Fumbi Chima, Stephen Chipman and Fredric Tomczyk. Dame Inga Beale is an independent audit committee financial expert, as defined by Regulation S-K, and all Audit Committee members are considered to be financially sophisticated under NASDAQ listing standards in view of their respective financial expertise.

The Audit Committee operates under a Charter, which is described in detail under “Corporate Governance — Willis Towers Watson Board Committees.” Among its other responsibilities described in its Charter referenced above, the Audit Committee assists the Board in its oversight of the quality and integrity of the Company’s financial reporting, internal controls over financial reporting, financial management processes and risk management at the Company and subsidiary level as well the appointment, retention, performance and compensation of the Company’s independent auditor. The Audit Committee meets with members of management, including the Chief Financial Officer, the Controller, the General Counsel as well as the Heads of Internal Audit, Compliance and Risk. The Audit Committee’s focus on risk relates to major financial risk exposure, pertaining to, among other items, regulatory, litigation, audit, financial disclosure, tax matters, pension matters and foreign exchange hedging, and the steps management has taken to monitor and control such risks. Executive management is responsible for the Company’s financial statements and overall reporting process, including the system of internal controls. The independent auditors are responsible for conducting annual audits and quarterly reviews of the Company’s financial statements in accordance with auditing standards of the PCAOB and expressing an opinion as to the conformity of the annual financial statements with U.S. generally accepted accounting principles (“GAAP”). With respect to compliance, the Audit Committee discusses with the Chief Compliance Officer the compliance and regulatory risks of the Company, and the Committee receives a report outlining the main activities of the compliance function, material regulatory interactions review and progress against the annual compliance plan.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2025, with management and the independent auditors. These discussions included the quality, the clarity of the disclosures and the appropriateness of the accounting principles and underlying estimates and other communications required to be discussed under PCAOB standards. The Audit Committee has also discussed with the auditors, the auditors’ independence from Willis Towers Watson and its management, including the written disclosures and the report received from the auditors regarding the auditors’ communications with the Audit Committee concerning independence as required by the PCAOB in Rule 3526, Communication with Audit Committees Concerning Independence. The independent auditors and the Company’s internal auditors had full access to the Audit Committee, including at regular meetings without management present. It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures. In performing their oversight function, members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Audit Committee’s considerations and discussions do not assure that the audit of the Company’s financial statements has been carried out in accordance with GAAP or that the financial statements are presented in accordance with GAAP.

Based upon the review and discussions described in this report, and subject to the limitations on the role and responsibilities referred to above, the Audit Committee agreed that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC.

Submitted by the Audit Committee of the Board of Directors of Willis Towers Watson

Dame Inga Beale (Chair), Fumbi Chima, Stephen Chipman and Fredric Tomczyk

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

Recognizing that executive compensation is an important matter for our shareholders, and in accordance with SEC rules, we are asking our shareholders to approve an advisory resolution on the compensation of our named executive officers as disclosed in this Proxy Statement.

This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, policies and practices as described in this Proxy Statement. Although the voting results are not binding, the Board and the HCC Committee will take into account the results of the vote when considering future executive compensation arrangements.

We encourage our shareholders to read the Compensation Discussion and Analysis, which immediately follows this proposal. The Compensation Discussion and Analysis describes in more detail our executive compensation program and related policies and practices and explains the decisions the HCC Committee has made under this program and the factors considered in making those decisions. We also encourage our shareholders to review the 2025 Summary Compensation Table and other related compensation tables and narratives, which provide detailed information on the compensation of our named executive officers.

Accordingly, we ask our shareholders to vote “FOR” the following resolution, which requires the affirmative vote of a majority of the votes cast:

“RESOLVED, that the shareholders of Willis Towers Watson Public Limited Company approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2026 AGM in accordance with the SEC’s rules, including in ‘Executive Compensation: Compensation Discussion and Analysis,’ ‘Compensation Tables — Summary Compensation Table’ and related tables and disclosure.”

The Board of Directors unanimously recommends a vote “FOR” the advisory (non-binding) resolution approving the overall executive compensation of Willis Towers Watson’s named executive officers, described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

Executive Compensation: Compensation Discussion and Analysis

The Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy and provides an overview and analysis of (i) our 2025 compensation programs and policies for our NEOs; (ii) the material compensation decisions made by the HCC Committee under those programs and policies as reflected in the executive compensation tables that appear following this CD&A; and (iii) the material factors that the HCC Committee considered and the process it utilized in making those decisions.

CD&A Table of Contents



Executive Summary	35

NEO 2025 Compensation at a Glance	35

WTW 2025 Highlights	36

Shareholder Engagement and Say-on-Pay	37

Executive Compensation Design	38

Pay Philosophy	38

Elements of Executive Compensation	39

Compensation Practices at a Glance	40

Compensation Decisions and Outcomes	41

Base Salary	41

Short-Term Incentive Compensation	41

Long-Term Incentive Compensation	44

Benefits	47

2026 Compensation Preview	50

Compensation Governance	51

Role of the HCC Committee	51

Role of the External HCC Committee Consultant	52

Use of Peer Company Data	52

Compensation Policies and Risk	53

Additional Information	56

Share Award Policy	56

Tax and Accounting Implications	56

      2025
NEOs

      •Carl Hess – CEO 
•Andrew Krasner – CFO 
•Julie Gebauer – President, HWC 
•Lucy Clarke – President, R&B 
•Matthew Furman – General Counsel

     

Executive Summary

NEO 2025 Compensation at a Glance

2025 Incentive Plans Overview

Our incentive plans aim to align rewards with our financial performance and progress against our strategic priorities. The Company’s 2025 incentive designs remained largely consistent with 2024, with modest updates to the STI design to further emphasize accountability for financial performance results: (i) the financial performance weighting was increased to 100% for all NEOs and (ii) the weighted individual performance component was eliminated and replaced with an individual performance modifier. In addition, enterprise financial metric weightings were set consistently for all NEO roles. There were no changes to the LTIP design.


	2025 STI Design	2025 LTIP Design
Components	CEO, CFO and General Counsel: • 100% enterprise financial Segment Heads: • 50% enterprise financial • 50% segment financial	All NEOs: • 75% PSUs • 25% RSUs
Performance Determination	Enterprise Financial Metrics: • 37.5% Adjusted Net Revenue • 37.5% Adjusted Operating Margin • 25% Free Cash Flow Margin Segment Financial Metrics: • 50% Adjusted Net Revenue • 50% Adjusted Operating Margin Individual Performance Modifier: • Up to +/-20% adjustment for individual contributions and performance factors not otherwise captured by financial performance results	PSU Financial Metrics: • 50% Three-Year Average Annual Adjusted Net Revenue Growth • 50% Three-Year Average Annual Adjusted Operating Margin Improvement PSU Modifier: • Up to +/-20% adjustment based on relative TSR performance vs. the S&P 500
Payout Opportunity	0% – 200% of target*	0% – 200% of target*

* Inclusive of metrics and modifier

Summary of NEO 2025 Target Total Direct Compensation

The HCC Committee approved the 2025 NEO target compensation levels set forth in the table below. These values differ from those reflected in the Summary Compensation Table, which reports actual STI outcomes and the grant date fair value of LTIP awards in accordance with SEC rules. Target compensation for Mr. Krasner and Ms. Gebauer was increased by 26% and 21%, respectively, following a review of external market data and internal pay equity, and in light of continued strong performance in their roles. There were no changes to the other NEOs’ target compensation.


NEO	Base Salary	STI Target		LTIP Target		Target Total Direct Compensation1
	($)	(%)	($)	(%)	($)	($)
Mr. Hess	1,000,000	200%	2,000,000	850%	8,500,000	11,500,000
Mr. Krasner	800,000	150%	1,200,000	350%	2,800,000	4,800,000
Ms. Gebauer	784,875	125%	981,094	275%	2,158,406	3,924,375
Ms. Clarke2	806,563	125%	1,008,203	225%	1,814,766	3,629,532
Mr. Furman	619,500	125%	774,375	175%	1,084,125	2,478,000

(1)

For additional detail regarding the above target total compensation, as well as actual compensation earned by the NEOs in 2025, including NEO pension benefits, see the discussion under “Compensation Decisions and Outcomes” and the Summary Compensation Table under “Compensation Tables” below.

(2)

The figures for Ms. Clarke have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2021 – 2025) (£1:$1.2905).

WTW 2025 Highlights

WTW delivered strong performance in 2025, driven by consistent execution of our strategy and continued progress against our strategic priorities to accelerate performance, enhance efficiency and optimize our portfolio.

Key financial1 highlights for 2025 are as follows:

•

Revenue: Total revenue decreased 2% to $9.7 billion, due to the sale of TRANZACT. WTW delivered 5% organic revenue growth, in line with the target of mid-single digit organic growth. Top line growth was driven primarily by the continued success of our R&B specialization strategy, investments in talent and innovation and strong demand for benefits and human capital services within HWC.

•

Profitability: GAAP operating margin was 23.0%, an increase of 1,670 basis points compared to prior year, primarily due to impairment charges in 2024 related to the sale of TRANZACT. Adjusted operating margin was 25.2%, an increase of 130 basis points compared to prior year, primarily driven by greater operating leverage and efficiencies, along with a 50 basis point tailwind from the TRANZACT divestiture.

•

Earnings: GAAP diluted EPS was $16.26; the variance from prior year results is not considered meaningful or representative of the Company’s results given the impairment charges in 2024 related to the sale of TRANZACT. Adjusted EPS growth was 5%, primarily driven by revenue growth, margin expansion and $1.6 billion in share repurchases. Excluding TRANZACT, adjusted EPS growth was 13%.

1 See pages 58 – 64 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, for a reconciliation of GAAP to non-GAAP figures identified in this CD&A. All financial results are presented on a continuing operations basis except where stated otherwise.

•

Cash Flow: WTW generated free cash flow of $1.5 billion with a free cash flow margin of 15.9%, compared to free cash flow of $1.3 billion with a free cash flow margin of 12.8% in the prior year. Improvement was primarily driven by operating margin expansion and the abatement of remaining Transformation Program cash outflows.

•

Capital Return: WTW returned $2.0 billion to shareholders through $1.6 billion in share repurchases and $358 million in dividends.

The financial accomplishments above were also driven by our achievements against our strategic priorities in 2025, which are summarized below.


Delivered on our Strategic Priorities in 2025
Accelerate Performance	• Invested strategically in talent and innovation: Our global specialization strategy in R&B continued to drive sustainable growth, supporting new business wins and client renewals. • Focused on smart connections strategy and innovative recurring solutions: HWC delivered steady organic growth, driven by our differentiated solutions which were bolstered by our digital platforms and advanced data and analytics.
Enhance Efficiency	• Leveraged our WTW Enterprise Delivery Organization (WE DO), AI and automation: Our focus on work, place, tools and space continued to enhance our efficiency, modernize how we operate and drive further margin expansion.
Optimize Portfolio	• Announced the acquisitions of Newfront, Cushon and FlowStone Partners: Strengthened our business with the announcement of these acquisitions, expanding our reach across the value chain, while seeking to optimize our portfolio for growth and profitability in a disciplined and thoughtful way.

The results described above provide context for the HCC Committee’s evaluation of performance under the Company’s executive officer incentive compensation programs, which is described in the sections that follow.

Shareholder Engagement and Say-on-Pay

Over the course of 2025, 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 2025 proxy season outreach, shareholders were overwhelmingly supportive of the Company’s proposals, including our 2025 Say-on-Pay proposal approving our NEOs’ compensation, which received over 97% support at the 2025 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 more information on our shareholder outreach program, see “Corporate Governance — Shareholder Outreach Program.”

Executive Compensation Design

Pay Philosophy

Our vision is to excel as an advisory, broking and solutions company for the benefit of all stakeholders – creating competitive advantages and delivering sustainable, profitable growth. As we focus on creating long-term value for our shareholders, it remains critical for us to attract and retain highly qualified executives and colleagues who embrace our vision and support our growth strategy in a collaborative manner, in alignment with the long-term interests of our shareholders. Our compensation policy is governed by the following principles, which guide how we structure our executive compensation program and reach compensation decisions for our NEOs:


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 considers each component of compensation (base salary, STI, LTIP and pension) separately, it also considers total rewards in aggregate to ensure competitiveness, incentivize top performance and drive alignment between and among the executive team and shareholders.
Align executive interests with our strategy of maximizing shareholder value	• LTIP awards are delivered through PSUs (75%) and RSUs (25%). • Collectively, LTIP awards represent the largest portion of the CEO’s target total direct compensation (74%) and, on average, 52% of the other NEOs’ target total direct compensation. • PSU metrics are based on enterprise financial and relative TSR performance, aligning a significant portion of NEO compensation with WTW’s strategic priorities and commitment to driving shareholder value. • RSUs align executive rewards with share price performance and support retention.
Align executive team interests to drive profitable growth	• STI metrics are based on enterprise and segment financial performance, as well as a qualitative assessment of progress relative to our strategic priorities. • This supports and incentivizes successful execution of the Company’s strategy.
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 and, on average, 79% of the other NEOs' 2025 target total direct compensation was variable. • Incentive plans are designed to reward exceptional performance and contributions at the enterprise, segment and individual levels.

NEO 2025 Target Direct Compensation Pay Mix

Elements of Executive Compensation

The following table summarizes the core elements of our executive compensation program in 2025.


Pay Component	Key Features
Base Salary Market-competitive fixed pay to attract and retain highly talented executives	• Reflects 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 Cash awards based on achievement of financial objectives and a qualitative assessment of individual performance	• NEO Target Range: 125% to 200% of base salary • Component Weightings: 100% enterprise financial for CEO, CFO and General Counsel; 50% enterprise financial and 50% segment financial for Segment Heads • Performance Metrics: Adjusted Net Revenue; Adjusted Operating Margin; Free Cash Flow Margin • Modifier: Up to +/-20% adjustment for individual contributions and performance factors not otherwise captured in financial performance results • Payout Opportunity: 0% to 200% of target
Long-Term Incentive Compensation Equity awards that align executive interests with those of our shareholders, incent and reward long-term decision making and meaningful value creation and aim to retain high-performing executives	• NEO Target Range: 175% to 850% of base salary • Component Weightings: 75% PSUs; 25%RSUs • Performance Metrics: Three-Year Average Annual Adjusted Net Revenue Growth; Three-Year Average Annual Adjusted Operating Margin Improvement • Modifier: Up to +/-20% adjustment based on relative TSR performance vs. S&P 500 • Payout Opportunity: 0% to 200% of target
Retirement / Other Benefits Encourage retention and provide future retirement security; promote health and well-being	• Retirement Plans: Qualified and supplemental non-qualified retirement plans • Benefits: NEOs are eligible to participate in the medical, life insurance and other welfare benefits available to all other colleagues

Compensation Practices at a Glance

We maintain a comprehensive compensation and governance framework aligned with market practices and standards.

      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 tied to performance
✓A substantial portion of annual LTIP equity awards for executive officers subject to performance-based vesting requirements
✓Dividend equivalents accrued on PSUs and RSUs 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 excise tax gross-ups in connection with a change in control
X   No share reserve automatic replenishment (evergreen) provision in any share-based plan
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
X   No backdating of share options and no option repricing without shareholder approval

     

Compensation Decisions and Outcomes

Base Salary

The HCC Committee strives to set base salary at a competitive level based on an executive’s position in the relevant markets in which the executive operates. The HCC Committee generally does not provide annual merit increases to executives; adjustments to base salaries are made to reflect changes in responsibilities and/or when competitive market or internal conditions warrant. In February 2025, following a review of external market data, the HCC Committee approved a base salary increase for 2025 of 15% for Ms. Gebauer. There were no other changes to NEO base salaries in 2025.

Short-Term Incentive Compensation

STI awards are intended to reward exceptional performance in executing Company strategy over the near-term. NEO target awards are expressed as a percentage of base salary and established by the HCC Committee based on an evaluation of each NEO’s total compensation, market practice and pre-existing employment arrangements (where applicable). In February 2025, the HCC Committee approved an increase to Mr. Krasner’s STI target from 125% to 150% of base salary. There were no other changes to NEO STI targets in 2025.

2025 STI Design

2025 awards were based on financial performance, with a +/-20% individual performance modifier, replacing the prior design that was based on weighted financial and individual performance metrics. The framework reflects differences in NEO roles and responsibilities: (i) for the CEO, CFO and General Counsel, STI is based entirely on enterprise financial performance, reflecting their Company-wide leadership responsibilities and (ii) for Segment Heads, 50% of STI is based on the same enterprise financial performance and 50% on segment financial performance, reflecting direct accountability for their respective segment financial results, while maintaining strong alignment with overall Company performance. As part of the 2025 refinements, the HCC Committee also simplified the enterprise financial performance component, introducing a single, consistent set of metric weightings for all NEOs. The 2025 STI performance metrics were intended to generally align with external reporting, subject to further adjustments, to better measure organic performance on a constant currency basis.


Enterprise and Segment Financial Performance Metric Definitions
Adjusted Net Revenue	Total “Revenue” as reported by the Company in its Form 10-K for the fiscal year ended December 31, 2025, calculated on a “Constant Currency” basis, which represents the year over year change in revenues excluding the impact of foreign currency fluctuations, and on an organic basis to exclude the impact of acquisitions and divestitures during the same period.
Adjusted Operating Margin	“Income from operations” generated during the performance period1 as reported by the Company in its Form 10-K for the fiscal year ended December 31, 2025, adjusted for the items defined in the Form 10-K for the performance period1 (and for the segment metric only, any broad-based STI adjustments above or below the broad-based STI target2), divided by Adjusted Net Revenue. Total Adjusted Operating Margin targets and results will be modified for acquisitions and divestitures closed during the performance period1.
Free Cash Flow Margin	Free cash flow as a percentage of revenue, which represents free cash flow as reported by the Company in its Form 10-K divided by Adjusted Net Revenue, with results modified for acquisitions, divestitures and pension settlements closed during the performance period1. Free cash flow is defined as cash flows from operating activities less cash used to purchase fixed assets and software for internal use.

(1) Performance period means January 1, 2025 through December 31, 2025.

(2) Broad-based STI was assumed at 100% of target when segment financial targets were approved in early 2025.

In determining enterprise and segment financial performance targets for 2025, the HCC Committee considered the Company’s strategic priorities and set what it determined to be challenging but achievable target levels at 100% payout to incent strong financial performance. The financial targets were based on the budget agreed upon by the Board with management during the first quarter of 2025, consistent with past practice. The HCC Committee then approved the sliding scales; the HCC Committee believed the maximum level represented very strong financial performance and very significant stretch improvement above target, which would have been difficult to attain but if attained, would have materially contributed to the creation of substantial long-term value.

2025 STI Awards

The following table sets forth the STI awards approved by the HCC Committee and paid in cash to the NEOs for the fiscal year ended December 31, 2025.


NEO	Base Salary	STI Target		Performance Results			STI Award
	$	% of Base	$	Enterprise Financial	Segment Financial	Individual Modifier	$	% of Target
Mr. Hess	1,000,000	200%	2,000,000	119.2%	—	N/A	2,384,000	119.2%
Mr. Krasner	800,000	150%	1,200,000	119.2%	—	+10.0%	1,573,440	131.1%
Ms. Gebauer	784,875	125%	981,094	119.2%	114.5%	+10.0%	1,261,049	128.5%
Ms. Clarke*	806,563	125%	1,008,203	119.2%	79.4%	N/A	1,001,146	99.3%
Mr. Furman	619,500	125%	774,375	119.2%	—	N/A	923,055	119.2%

* The figures for Ms. Clarke have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2021 – 2025) (£1:$1.2905).

Below we discuss the component elements and performance that were used to determine the NEOs’ 2025 STI awards.

Enterprise Financial Performance

Actual performance for the enterprise financial metrics, as defined above, was measured against target performance, and the resulting payout percentage was determined using the applicable sliding scale.


Adjusted Net Revenue (37.5% of Result)		Adjusted Operating Margin (37.5% of Result)		Free Cash Flow Margin (25% of Result)
Target ($M)	Payout as % of Target	Target (%)	Payout as % of Target	Target (%)	Payout as % of Target
≥ 10,010.0	200.0%	≥ 25.8%	200.0%	≥ 16.6%	200.0%
9,765.8	100.0%	24.8%	100.0%	15.6%	100.0%
9,375.2	50.0%	24.2%	50.0%	14.6%	50.0%
< 9,375.2	0.0%	< 24.2%	0.0%	14.1%	25.0%
				< 14.1%	0.0%

Actual Performance:
9,704.4	92.1%	25.2%	137.3%	15.9%	132.6%

Enterprise Financial Performance Result: 119.2%

Segment Financial Performance

Actual performance for the segment financial metrics, as defined above, was measured against target performance and the resulting payout percentage for each Segment Head (Ms. Gebauer and Ms. Clarke) was determined using the applicable sliding scale.

HWC Performance

Ms. Gebauer – President, HWC


Adjusted Net Revenue (50% of Result)		Adjusted Operating Margin (50% of Result)
Target ($M)	Payout as % of Target	Target (%)	Payout as % of Target
≥ 5,426.4	200.0%	≥ 33.2%	200.0%
5,294.1	100.0%	32.2%	100.0%
5,188.2	50.0%	31.7%	50.0%
< 5,188.2	0.0%	< 31.7%	0.0%

Actual Performance:
5,253.7	80.9%	32.7%	148.1%

HWC Financial Performance Result: 114.5%

R&B Performance

Ms. Clarke – President, R&B


Adjusted Net Revenue (50% of Result)		Adjusted Operating Margin (50% of Result)
Target ($M)	Payout as % of Target	Target (%)	Payout as % of Target
≥ 4,485.4	200.0%	≥ 25.6%	200.0%
4,376.0	100.0%	24.6%	100.0%
4,244.7	50.0%	24.1%	50.0%
< 4,244.7	0.0%	< 24.1%	0.0%

Actual Performance:
4,331.0	82.9%	24.4%	75.9%

R&B Financial Performance Result: 79.4%

Individual Performance Modifier

Beginning in 2025, the previously weighted individual performance component was replaced with an individual performance modifier of up to +/-20%, to be applied to the calculated financial performance results, subject to an overall payout cap of 200% of target. This design feature enables the HCC Committee to reflect in the STI award outcomes individual contributions and performance factors not otherwise captured in the financial performance results.

Accordingly, the HCC Committee considered (based on the CEO’s recommendations for NEOs other than himself) the individual performance of each of the NEOs to determine what, if any, modifier should be applied to the calculated STI award. After its review of the NEOs’ individual performance in 2025, the Committee determined to apply a positive modifier for Mr. Krasner and Ms. Gebauer for the reasons described below.

For Mr. Krasner, the HCC Committee approved an individual performance modifier of +10% in recognition of his exceptional leadership in advancing the Company’s financial and capital allocation priorities, including driving meaningful free cash flow expansion, enhancing investor engagement and executing disciplined portfolio optimization efforts, including the strategic acquisitions of Newfront, Cushon and FlowStone Partners.

For Ms. Gebauer, the HCC Committee approved an individual performance modifier of +10% in recognition of her exceptional leadership in advancing the Company’s strategic priorities through the expansion of differentiated client solutions and enterprise capabilities to support future growth, as well as significant contributions in connection with the strategic acquisitions of Newfront, Cushon and FlowStone Partners.

Long-Term Incentive Compensation

2025 – 2027 LTIP Design

The 2025 LTIP design approved by the HCC Committee in February 2025 remained consistent with the 2024 LTIP design, except for the PSU financial metric targets. LTIP awards were delivered through PSUs and RSUs, weighted 75% and 25%, respectively.

The PSU financial metrics are comprised of three-year average annual Adjusted Net Revenue Growth and Adjusted Operating Margin Improvement, each weighted 50% (as defined below). Management and the HCC Committee believe that delivering improved margins and revenue growth support the successful execution of our strategic priorities to the benefit of all stakeholders, including shareholders. Accordingly, the HCC Committee believes that the PSU metrics, which are intended to measure organic performance, align a significant portion of NEO compensation with the Company's strategic priorities and commitment to driving shareholder value.

The LTIP design also includes a relative TSR modifier (+/- 20%) which measures the Company’s TSR relative to that of the S&P 500 companies for the performance period. The use of relative TSR aligns the Company’s performance with the shareholder experience, requiring that we outperform the market to earn an upward adjustment to the financial performance result. The S&P 500 constituents were selected as a performance-benchmark because they are objectively determined, 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.

      PSU Financial Metric and Modifier Definitions

     

      2025-2027 Average Annual Adjusted Net Revenue Growth
(50% of PSU Results)

      Adjusted Net Revenue Growth means the average of the Company’s annual organic growth in Adjusted Net Revenue during the performance period* (commencing on the first date of the performance period* to the last date of the performance period*) as reflected in the organic growth figures determined based on the methodology applied by the Company in its Form 10-K for the last fiscal year comprising the performance period*. Adjusted Net Revenue Growth is determined on a "Constant Currency” basis which represents the year over year change in the Company's revenue growth excluding the impact of foreign currency fluctuations and on an organic basis to exclude the impact of acquisitions and divestitures.

      2025-2027 Average Annual Adjusted Operating Margin Improvement
(50% of PSU Results)

      Adjusted Operating Margin Improvement means the average of the basis point changes in Adjusted Operating Margin for each year from 2025 through the end of the performance period*. Total Adjusted Operating Margin Improvement targets and results will be modified for acquisitions and divestitures closed during the performance period*.
Adjusted Operating Margin means “Income from operations” generated by the Company during the performance period* determined based on the methodology applied by the Company in its Form 10-K for the last fiscal year of the performance period* and adjusted for the items defined in the Form 10-K for the performance period*, divided by Adjusted Net Revenue.

      2025-2027 Relative TSR Modifier
(Potential +/-20% Modifier on PSU Financial Performance Result)

      Annualized TSR means the following:
For purposes of this calculation, dividends are assumed to be reinvested on each ex-dividend date during the performance period* and “Adjusted Ending Share Value” reflects the ending share price taking into account such deemed dividend reinvestment.

*Performance period means January 1, 2025 through December 31, 2027.

Determination of Earned PSUs

Following the end of the performance period, earned PSUs will be determined based on performance against the financial metrics and modifier as described below, and the performance achievements will be certified by the HCC Committee.

PSU Financial Performance Metrics

Earned PSUs will be determined based on a sliding scale for each PSU financial metric with a 100% (target) payout if the applicable target performance goal is achieved. The sliding scales for each financial metric contain thresholds, such that there is a potential of a 0% payout for each metric if the threshold performance goal is not achieved and a 200% payout if the maximum performance goal is achieved. Payouts between defined performance goals are calculated on a straight-line interpolation basis. The performance ranges for each financial metric are independent; it is possible for a payout on one metric and not the other (assuming the threshold has been met on that metric). The Company believes that the details of the financial performance targets and ranges prior to the end of the applicable performance period for the PSUs is competitively sensitive information.

PSU Modifier

The relative TSR modifier will be determined based on the Company’s annualized TSR over the performance period relative to the TSR of the S&P 500 constituents as of the last day of the performance period, as set forth in the table below:


WTW’s TSR Relative to the S&P 500 Constituents (Modifies PSU Financial Performance Result)
Performance	Percentile Rank	Modifier
Maximum	≥ 75th Percentile	+20%
Target	50th Percentile	0%
Threshold	≤ 25th Percentile	-20%

The maximum payout that can be achieved through the financial metrics and the modifier is 200% of target.

Vesting

Subject to continued employment, unless retirement eligible: (i) earned PSUs will vest on the third anniversary of grant date and (ii) RSUs will vest ratably on each of the first three anniversaries of the grant date. Additionally, for awards to continue to vest following retirement, certain conditions must be satisfied regarding the non-disclosure of confidential Company information. See section entitled “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control” below for additional detail.

2025 LTIP Awards

Following a review of external market data and internal pay equity, and in light of continued strong performance in their roles, the HCC Committee approved the following increases to NEO LTIP targets as a percentage of base salary in February 2025: (i) Mr. Krasner's from 250% to 350% and (ii) Ms. Gebauer’s from 250% to 275%. There were no other changes to NEO LTIP targets in 2025.

The HCC Committee approved the following awards for the NEOs which were granted on April 20, 2025:


NEO	2025 Base Salary	LTIP Target	2025 LTIP Award1
	$	as % of Base Salary	$
Mr. Hess	1,000,000	850%	8,500,000
Mr. Krasner	800,000	350%	2,800,000
Ms. Gebauer	784,875	275%	2,158,406
Ms. Clarke2	806,563	225%	1,814,766
Mr. Furman	619,500	175%	1,084,125

(1)

The HCC Committee approves target LTIP award values, that are converted into a number of PSUs and RSUs based on the closing price of an ordinary share on the date of grant. Approved target values differ from the grant date fair values reported in the Summary Compensation Table which are determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718.

(2)

The figures for Ms. Clarke have been converted from British pounds into U.S. dollars at the five-year average exchange rate (£1:$1.2905). Note that the actual 2025 LTIP award granted to Ms. Clarke was determined based on her 2025 LTIP target value (GBP) and then converted from British pounds into U.S. dollars based on the average exchange rate for the 30 business days ending on the date of the grant (April 20, 2025).

2023 – 2025 PSU Performance Results and Payout

PSUs were granted to the NEOs who were executive officers on April 1, 2023 with a performance period from January 1, 2023 to December 31, 2025. Following the end of the performance period, the number of PSUs earned was determined based on the level of achievement versus the established performance targets:


2025 Adjusted Operating Margin (50% of Result)		2023 – 2025 Average Annual Adjusted Net Revenue Growth (30% of Result)		2023 – 2025 Average Annual Adjusted EPS Growth* (20% of Result)
Target (%)	Payout as % of Target	Target (%)	Payout as % of Target	Target (%)	Payout as % of Target
≥ 25.3%	200.0%	≥ 5.9%	200.0%	≥ 10.3%	200.0%
24.3%	100.0%	4.9%	100.0%	7.8%	100.0%
22.8%	50.0%	2.9%	50.0%	3.3%	50.0%
< 22.8%	0.0%	< 2.9%	0.0%	< 3.3%	0.0%

Actual Performance:
25.2%	190.1%	5.9%	200.0%	12.0%	200.0%

PSU Overall Performance Result: 195.1%

* The Adjusted EPS Growth performance goals were based on the methodology in the 10-K reporting when the goals were approved, which included pension income/expense. In the third year of the performance period, WTW changed its externally reported adjusted EPS definition to exclude pension income/expense, creating a misalignment between how targets were set and how final year performance was reported. The HCC Committee determined the performance result for this metric to be calculated including pension income/expense in the targets and performance in all years, to preserve alignment between the performance results and the methodology under which the targets were originally set. This change did not impact the final payout, which was 200.0% under both methodologies.

The overall result of 195.1% was applied to the target number of PSUs including dividend equivalents accrued through the vesting date. The earned shares will vest in April 2026, subject to continued employment, unless eligible for retirement vesting benefits. For additional detail, see section entitled “Compensation Tables — Outstanding Equity Awards at Fiscal Year-End.”

Benefits

Retirement Plans

U.S. Plans

In 2025, all NEOs, except for Ms. Clarke (who is based in the U.K.), participated in the qualified and supplemental non-qualified U.S. retirement plans sponsored by the Company described below. The Company’s sponsorship of such plans is consistent with its belief that retirement plans continue to represent a crucial and viable means to encourage sustained service with the Company and to provide for the future retirement security of our colleagues.

•

Willis Towers Watson Qualified Pension Plan – A broad-based, tax-qualified defined benefit pension plan that provides benefits to eligible colleagues using a contributory stable value formula. In general, all U.S. salaried and hourly colleagues are eligible to participate after completing one year of service. For additional details, see section entitled “Compensation Tables — Pension Benefits at 2025 Fiscal Year-End.”

•

Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (“WTW Stable Value Excess Plan”) – An unfunded deferred compensation plan for select management and other highly compensated colleagues, including the Company’s executive officers, with the purpose of providing participants with supplemental and deferred compensation benefits on eligible earnings that exceed the Internal Revenue Code (“IRC”) limit through the accrual of a contributory stable value benefit. All employee contributions and all Company accruals are credited in the form of Company share units under the Company’s 2012 Plan, will accrue dividend equivalents and will be paid in Company shares. The WTW Stable Value Excess Plan was closed to new hires after December 31, 2023. For additional details, see section entitled “Compensation Tables — Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2025.”

•

Qualified Savings Plan – A 401(k) savings plan available to provide a means for saving towards retirement and pursuant to which matching contributions are made. The matching contribution will be deposited annually in the first quarter of the following year.

•

Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees (“WTW Deferred Savings Plan”) – An unfunded deferred compensation plan for select management and other highly compensated colleagues who contribute significantly to the future success of the Company, including the Company’s executive officers. The purpose of the plan is to provide this group with a means to defer receipt of a portion of their compensation that exceeds the IRC limit, and potentially to receive a discretionary matching contribution from the Company. All deferrals and all Company matches are credited in the form of Company share units under the Company’s 2012 Plan, will accrue dividend equivalents and will be paid in Company shares. For additional details, see section entitled “Compensation Tables — Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2025.”

U.K. Plans

A defined contribution plan, the Willis Group Personal Pension Plan, is available for new employees. Ms. Clarke participated in the Willis Group Personal Pension Plan in 2025.

Other Benefits

Employee Welfare Benefit Plans

Our NEOs are eligible to participate in the medical, life insurance and other welfare benefits available to all other colleagues. There are no special medical plans or other welfare plans for our NEOs.

Broad-Based Share Purchase Plans

Our NEOs are eligible to participate in the broad-based share purchase plans, as described below, available to all other colleagues in the eligible countries.

Willis Towers Watson Employee Share Purchase Plan – A voluntary program which allows colleagues to buy WTW shares at a discounted price, the terms of which are more fully described in Proposal 6 requesting approval of amendments to the plan. Colleagues who elect to participate will select a contribution rate (1 – 15% of pay, after tax, up to the annual maximum limit of $25,000). Colleague contributions accumulate during a six-month offering period, and WTW shares are purchased at a 15% discount on the closing price on the last trading day of the offering period. Mr. Hess, Mr. Krasner and Mr. Furman elected to participate in the plan during 2025.

The Willis Towers Watson U.K. Tax Advantage Share Incentive Plan – A tax-advantaged employee share plan which allows colleagues to participate in an employee share plan in a tax-efficient manner (i.e., no income tax and National Insurance Contributions if purchased shares are held for five or more years). Colleagues acquire WTW shares by monthly contribution from £10 – £150 (up to an annual maximum limit of £1,800).

Perquisites

The HCC Committee believes that providing generous executive perquisites is not necessary to attract and retain executive talent, nor is it consistent with the Company’s pay-for-performance philosophy. In 2025, we did not provide significant perquisites to the NEOs, as described in the Summary Compensation Table.

Severance Benefits

The HCC Committee believes that severance benefits are a necessary component of a competitive compensation program because they help attract executive talent from outside of the Company, minimize distraction and ensure continuity during times of uncertainty or transition, including during a change in control. In certain cases, such benefits are consideration for an executive’s agreement not to compete. Set forth below is a summary of the NEOs’ termination arrangements as of December 31, 2025. The 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.

Executive Severance Plans

All NEOs, except for Mr. Furman (who has severance terms included in his employment agreement), are participants in the Company’s executive severance plans as described below. For additional details on payments that may be due to the NEOs in certain termination scenarios, see “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.”

The Willis Towers Watson Public Limited Company Severance and Change in Control Pay Plan for U.S. Executives as amended on June 5, 2020 and February 22, 2022 (the “U.S. Executive Severance Plan”) and the Willis Towers Watson Severance and Change in Control Pay Plan for Non-U.S. Executives as amended on February 22, 2022 (the “Non-U.S. Executive Severance Plan,” and together, the “Executive Severance Plans”), provide for the payment of severance benefits to NEOs in the termination scenarios summarized below.


Executive Severance Plans Summary
Involuntary Termination1 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 termination • Other NEOs2: (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 termination3
Qualifying Termination1 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 the period the participant is employed during year; and (iv) cost of COBRA premiums for the continuation of group healthcare coverage for up to 24 months following termination • Other NEOs2: (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 the period the participant is employed during year; and (iv) cost of COBRA premiums for the continuation of group healthcare coverage for up to 18 months following termination3

(1)

Involuntary Termination means a participant’s employment is involuntarily terminated without “cause” and other than due to the participant’s death or “permanent disability.” Qualifying Termination means an Involuntary Termination or a participant’s resignation for “good reason” in connection with a “change in control.” Change in Control Period is the period commencing 6 months prior to a change in control and ending 24 months following a change in control.

(2)

Excludes Mr. Furman who has severance terms included in his employment agreement.

(3)

Continued medical coverage is included in the U.S. Executive Severance Plan only. As non-U.S. person, Ms. Clarke is covered by the Non-U.S. Executive Severance Plan.

Equity award vesting acceleration treatment is addressed separately as set forth in executive’s equity award agreements.

Other Severance Provisions

In addition to the above severance benefits, Mr. Krasner is entitled to severance benefits per terms of his offer letter in the event of his resignation for “good reason” prior to the 6-month period preceding a “change in control” or after the 24-month period following a “change in control.” Mr. Furman, who is not a participant in the Executive Severance Plans above, is entitled to severance benefits per terms of his employment agreement upon a termination of his employment by the Company without “good cause” (other than by reason of death or “disability”) or by Mr. Furman for “good reason” (as such terms are defined in his employment agreement). These benefits are discussed in further detail in the sections entitled “Compensation Tables — Named Executive Officers’ Employment Agreements” and “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.”

2026 Compensation Preview

2026 Incentive Plan Changes

The overall designs of the 2026 STI and LTI incentive plans are the same as 2025 and reflect updated financial targets.

2026 Target Total Direct Compensation Changes

In February 2026, following a review of external market data and internal pay equity, and in light of continued strong performance in their roles, the HCC Committee approved increases to 2026 target total direct compensation for Mr. Hess and Ms. Clarke as detailed below.


NEO	Base Salary	STI Target1		LTIP Target2		2026 Target Total Direct Compensation
	$	% of Base Salary	$	% of Base Salary	$	$	% Increase from 2025
Mr. Hess	1,000,000	225%	2,250,000	1000%	10,000,000	13,250,000	15%
Ms. Clarke3	806,563	125%	1,008,203	250%	2,016,406	3,831,172	6%

(1)

Mr. Hess’s 2026 STI target was increased from 200% to 225% of base salary.

(2)

Mr. Hess’s 2026 LTIP target was increased from 850% to 1000% of base salary. Ms. Clarke’s 2026 LTIP target was increased from 225% to 250% of base salary.

(3)

The figures for Ms. Clarke have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2021 – 2025) (£1: $1.2905).

Compensation Governance

Role of the HCC Committee

The role of the HCC Committee and its interplay with management and the Board as a whole are set forth below.


Management	HCC Committee	Board of Directors
• CEO makes recommendations to HCC Committee on compensation for executive officers other than himself, including NEOs • No member of management participates in discussions concerning his or her own compensation • As appropriate, other executive officers will attend meetings to provide opinions and recommendations	• Evaluates compensation levels for executive officers and administers Company’s executive compensation program • Reviews and approves all components of executive compensation for executive officers and recommends CEO compensation for Board ratification • Annually reviews and approves corporate goals and key objectives related to executive officer compensation, evaluates executive officer performance in light of those goals and objectives and determines and approves executive officer compensation • Recommends non-employee director compensation for Board approval • Reviews, among other things, compliance with share ownership guidelines, proxy season trends, shareholder feedback and the compensation risk assessment • Provides input and advice on Company’s human capital and talent strategy • Reviews its Charter, responsibilities and annual calendar • Engages an independent compensation consultant	• Ratifies all components of executive compensation for CEO • Approves HCC Committee recommendations on non-employee director compensation, share ownership guidelines and policy

Role of the External HCC Committee Consultant

The HCC Committee has the independent authority to hire external consultants, as well as the sole authority to retain and terminate the services of its consultant. In 2025, the HCC Committee re-engaged Semler Brossy as its independent consultant.

During 2025, Semler Brossy worked directly under the guidance of the Company’s HCC Committee, in cooperation with management, to assist the HCC Committee with executing its executive compensation-related responsibilities. In such role, the HCC Committee’s consultant served as an objective third-party advisor in assessing the Company’s executive compensation levels and design in light of its business strategy and human resource objectives. Semler Brossy attended all formal meetings of the Company’s HCC Committee during 2025.

During 2025, Semler Brossy supported the Company’s HCC Committee by assisting with the design and administration of the Company’s executive compensation pay practices, including:

•

reviewing and providing input on the peer group used to benchmark executive pay;

•

assessing the market pay data used to inform 2025 pay decisions;

•

providing input on the pay decisions for the Company’s executive officers, including pay mix and level;

•

reviewing and providing input on design changes to the Company’s STI and LTIP;

•

reviewing the Company’s compensation risk assessment;

•

reviewing compensation disclosures, including the CD&A; and

•

keeping the HCC Committee informed of changes in the regulatory or governance environment for executive compensation issues.

The HCC Committee was also provided compensation market data and inputs from the Company’s internal compensation consultants (“WTW consultants”). The HCC Committee along with Semler Brossy used the data and analysis provided by the WTW consultants to ensure that the compensation practices were consistent with the compensation philosophy and objectives. Based on the data and analysis provided by the WTW consultants, as reviewed by Semler Brossy, the HCC Committee applied business judgment in recommending compensation awards, taking into account the dynamic nature of the brokerage and consulting businesses internationally and the adaptability and response required by the senior leadership to manage significant changes that arose during the course of the year.

Other than serving as the consultant to the HCC Committee, Semler Brossy provides no other services to the Company. The HCC Committee determined that, based on the factors specified in the exchange listing rules, Semler Brossy’s services produced no conflicts of interest. The WTW consultants work for the Company and are therefore by definition not independent advisors, although they do provide professional advice, data and guidance to the HCC Committee with the concurrence of Semler Brossy.

Use of Peer Company Data

In making its determinations for 2025, the HCC Committee considered publicly available information of a select group of peer companies, as well as survey data from the Company’s compensation surveys, to inform decisions on pay levels and structures for the senior executive team. The peer group was used as the primary reference point for the CEO, CFO and Segment Head compensation benchmarking, while the size-adjusted general industry survey data was the primary reference point for the General Counsel. All compensation data used was reviewed and supported by Semler Brossy as the HCC Committee’s independent compensation consultant.

The 16-company peer group was selected by the HCC Committee based on the recommendations of the WTW consultants and Semler Brossy based on input from management on the comparability of the business operations of potential peer group companies, including reasonably comparable size (based on revenue and market capitalization) and industry. Information about the peer group companies was used to inform decisions regarding pay levels and mix and program design. The following changes were approved to ensure continued relevance and alignment with the Company’s size and business profile: (i) the addition of Arch Capital Group Ltd. and Brown & Brown, Inc. and (ii) the removal of Conduent Incorporated and The Hartford Financial Services Group. At the time the peer group was approved by the HCC Committee, WTW was positioned at the 25th percentile in terms of total revenue and the 42nd percentile in terms of market capitalization.


Peer Group for 2025 Compensation Decisions
• Aon plc • Arch Capital Group Ltd. • Arthur J. Gallagher & Co. • Automatic Data Processing, Inc. • Booz Allen Hamilton Holding Corporation • Brown & Brown, Inc. • Cognizant Technology Solutions Corporation • 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. • Unum Group

Compensation Policies and Risk

Compensation Risk Analysis

In reviewing the Company’s pay programs, the HCC Committee considers whether the programs encourage unnecessary or excessive risk taking that might have an adverse impact on the Company. At the request of the HCC Committee, the WTW consultants, with the review and concurrence of Semler Brossy, completed a risk assessment of the Company’s compensation programs. The 2025 risk assessment included a review of the design and features of the Company’s incentive compensation programs in place, as well as an evaluation of program structure and philosophy, design characteristics, performance management and governance practices relative to compensation risk factors. The 2025 compensation risk assessment and the Company’s incentive compensation governance led Semler Brossy and the HCC Committee to agree that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Compensation Recoupment Policy

The Company’s compensation recoupment policy (the “Recoupment Policy”), adopted by the Board and administered by the HCC Committee, is intended to encourage sound risk management and individual accountability. The Recoupment Policy satisfies the compliance requirements of the applicable SEC and NASDAQ listing rules and extends beyond the requirements of the applicable rules. Under the Recoupment Policy, the HCC Committee may seek to recoup all incentive compensation, including time-vested awards, in the event of Detrimental Conduct, which is defined as conduct that is likely to cause or has caused material financial, operational or reputational harm to WTW. The table below provides a high-level summary of the Recoupment Policy, the full policy document is available on the Company’s website under “Investor Relations — Corporate Governance.”


Covered Persons	Company’s current and former executive officers
Covered Events	Financial Restatement	Detrimental Conduct*
Trigger	Financial Restatement due to material noncompliance with any financial reporting requirement under securities laws	Detrimental Conduct that is likely to cause or has caused material financial, operational or reputational harm to WTW
Lookback Period	Three years	Three years
Covered Incentive Compensation	Compensation granted, earned or vested after the effective date of the Recoupment Policy based wholly or in part upon attainment of Financial Reporting Measure	Incentive compensation (awarded, earned, paid or payable), including any bonus, STI award/amount, LTIP award/amount and equity-based awards, including those that vest solely based on continued service
Recoupment Amount	Any excess compensation determined with reference to the restated Financial Reporting Measure(s)	Determined by the HCC Committee with reference to factors including relative degree of fault or involvement, impact of conduct on WTW, magnitude of any loss caused and other relevant facts and circumstances
HCC Committee Discretion	No discretion unless HCC Committee determines that such recovery would be impracticable in accordance with the Policy	Discretion to determine whether Detrimental Conduct has occurred and amount to be recovered

* Detrimental Conduct consists of: (i) the commission of an act of fraud, misappropriation or embezzlement in the course of employment; (ii) the commission of a criminal act, whether or not in the workplace, that in the HCC Committee’s sole discretion, constitutes a felony or crime of comparable magnitude that could subject the Company to reputational harm; (iii) the material violation of a non-compete, non-solicitation, confidentiality or other restrictive covenant agreement; (iv) the willful and material breach of a Covered Person’s obligations under the Company’s Code of Conduct relating to compliance with law or regulations that would give rise to dismissal under the Code of Conduct or termination for Cause (as defined in the policy); or (v) any act or omission involving willful misconduct that resulted in such Covered Person’s termination for Cause.

Executive Share Ownership Guidelines

The HCC Committee oversees the implementation of the share ownership policy, summarized below, that applies to the executive officers of the Company, to further align their interests with those of our shareholders and provide meaningful personal interest in sustainable value creation.


Minimum Guidelines	• CEO: 6x base salary • Other Executive Officers: 3x base salary
Retention Ratio	• 100% (defined as the net after tax shares required to be held until the ownership guideline has been met) • Includes all WTW shares, regardless of the means acquired
Shares Counted	• Shares owned outright or in a trust for benefit (including shares acquired pursuant to equity awards or from market purchases) • Shares or units acquired pursuant to broad-based share purchase plans (i.e., the Willis Towers Watson Employee Share Purchase Plan and the Willis Towers Watson U.K. Tax Advantage Share Incentive Plan) • Shares and vested units held through a WTW-sponsored savings, retirement or deferred compensation plan • Unvested and vested restricted shares or RSUs that are subject to time-based vesting • Unvested earned PSUs (i.e., PSUs determined to be earned based on the attainment level of the performance objectives, but still subject to time-based vesting criteria)
Shares Not Counted	• Unvested or vested/unexercised share options • Unvested and unearned PSUs

As of December 31, 2025, all NEOs have satisfied the applicable minimum required share ownership requirement.

Anti-Hedging and Anti-Pledging Policies

The Company prohibits directors and executive officers from pledging any Company shares, including by entering into margin accounts, and prohibits directors and all employees from engaging in hedging transactions with respect to ownership in the Company’s securities (including prepaid variable forward contracts, equity swaps, collars and exchange funds).

Additional Information

Share Award Policy

The Board has a policy governing the granting of options and other share-based awards under the Company’s equity plans. The Company has not granted share options or similar types of awards since 2015.

It is the Company’s policy not to backdate option grants or other share-based awards to take advantage of a lower share price or to schedule grants of options or other share-based awards before or after specific events to take advantage of anticipated movements in the price of our shares.

Tax and Accounting Implications

Section 162(m) of the IRC generally limits the deductibility of the compensation payable by public companies to certain executive officers covered by IRC Section 162(m) to $1 million in any taxable year. As a result, short-term and long-term compensation, including performance-based compensation, in excess of $1 million payable to our executive officers who are considered “covered employees” under IRC Section 162(m), which would include our NEOs, will not be deductible for tax purposes. While the non-deductibility of compensation for tax purposes is one of several considerations the HCC Committee weighs in determining its executive compensation program, the HCC Committee retains discretion to structure its executive compensation to be competitive and effective in order to promote the Company’s business goals even if the compensation payable to our NEOs is not fully deductible.

The HCC Committee also takes into consideration the potential implications of Section 409A of the IRC in designing the compensation payable to our NEOs.

The Committee reserves the right to grant equity-based awards despite the compensation expense associated with such awards as the Committee believes that equity-based compensation is an important element of a competitive executive compensation program.

Human Capital and Compensation Committee Report

This report is submitted to the shareholders of Willis Towers Watson Public Limited Company by the HCC Committee of the Company’s Board of Directors. The HCC Committee consists solely of non-executive directors who are independent, as determined by the Board in accordance with the Company’s guidelines and NASDAQ listing standards.

The HCC Committee has reviewed, and discussed with management, the Compensation Discussion and Analysis contained in this Proxy Statement, and based on this review and discussion, recommended to the Board that it be included in this Proxy Statement.

Submitted by the HCC Committee of the Board of Directors of Willis Towers Watson

Michelle Swanback (Chair), Michael Hammond, Jacqueline Hunt, and Paul Reilly

Human Capital and Compensation Committee Interlocks and Insider Participation

None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the HCC Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board.

Compensation Tables

Summary Compensation Table

The following table sets forth information concerning the compensation of the Named Executive Officers for the fiscal year ending December 31, 2025.


A	B	C	D	E	F	G	H	I
Name and Principal Position	Year	Salary ($)	Bonus ($)	Share Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Carl Hess	2025	1,000,000	—	9,182,185	2,384,000	30,094	197,326	12,793,605
CEO	2024	1,000,000	—	8,933,289	2,370,400	—	198,401	12,502,090
	2023	1,000,000	—	8,499,764	2,499,508	156,923	512,637	12,668,832
Andrew Krasner	2025	800,003	—	3,024,720	1,573,440	24,928	84,762	5,507,853
CFO	2024	800,001	—	2,101,633	1,195,200	12,589	85,325	4,194,748
	2023	800,000	—	1,599,704	1,241,429	21,654	128,839	3,791,626
Julie Gebauer	2025	759,291	—	2,331,634	1,261,049	—	116,101	4,468,075
President, HWC	2024	674,375	—	1,792,701	1,004,725	—	98,465	3,570,266
	2023	650,000	—	1,499,548	1,028,953	—	211,358	3,389,859
Lucy Clarke*	2025	806,562	—	1,972,991	1,001,146	—	24,341	3,805,040
President, R&B	2024	357,524	1,476,140	5,549,307	1,121,345	—	11,935	8,516,251
Matthew Furman	2025	619,500	—	1,171,133	923,055	41,832	71,088	2,826,608
General Counsel	2024	612,125	—	1,139,184	912,244	14,287	66,199	2,744,039
	2023	590,000	—	884,903	903,275	39,662	112,164	2,530,004

* The figures for Ms. Clarke for 2025 have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2021 – 2025), as applicable (£1:$1.2905), except for the Share Awards, which were determined based on her 2025 LTIP target value (GBP) and then converted to U.S. dollars based on the average exchange rate for the 30 business days ending on the date of the grant (April 20, 2025). The figures for Ms. Clarke for 2024 have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2020 – 2024), as applicable (£1:$1.2836); note that Ms. Clarke’s Share Awards in 2024 were denominated in U.S. dollars.

Salary (Column C)

The amounts shown in column C reflect base salaries earned by each NEO during the listed year.

Bonus (Column D)

No bonuses were paid to any of the NEOs during 2025.

Share Awards (Column E)

The amounts shown in column E reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in “Note 19-Share-based Compensation” to our Fiscal Year 2025 Consolidated Financial Statements included in our Annual Report on Form 10-K for Fiscal Year 2025 filed with the SEC on February 25, 2026. For awards shown in column E that are subject to both market conditions and performance conditions (2025 and 2024 LTIP PSUs), the amount included in the table is the full fair value of the award at the grant date consistent with the recognition criteria in FASB ASC Topic 718; the full fair value at the grant date takes into account all possible outcomes of the market condition, as well as the probable outcome with respect to the satisfaction of the performance conditions consistent with the recognition criteria in FASB ASC Topic 718 (excluding the effect of estimated forfeitures). For the 2023 LTIP PSU awards (which are subject only to performance conditions), the amount included in the table is the full fair value at the grant date based on the probable outcome with respect to the satisfaction of the performance conditions consistent with the recognition criteria in FASB ASC Topic 718 (excluding the effect of estimated forfeitures). Additional details regarding the 2025 amounts shown in column E for the NEOs are as follows:


					Column E
NEO	Award	Grant Date	PSU Award Aggregate Grant Date Fair Value ($)	RSU Award Aggregate Grant Date Fair Value ($)	Total Share Award Aggregate Grant Date Fair Value ($)
Mr. Hess	2025 LTIP Award	20-Apr-2025	7,057,185	2,125,000	9,182,185
Mr. Krasner	2025 LTIP Award	20-Apr-2025	2,324,720	700,000	3,024,720
Ms. Gebauer	2025 LTIP Award	20-Apr-2025	1,792,032	539,602	2,331,634
Ms. Clarke	2025 LTIP Award	20-Apr-2025	1,516,389	456,602	1,972,991
Mr. Furman	2025 LTIP Award	20-Apr-2025	900,102	271,031	1,171,133

The aggregate grant date fair value shown in the table above for the NEOs’ PSUs granted pursuant to the 2025 LTIP reflects the value of each award at the grant date based on the probable outcome of the market and performance conditions as of the grant date (target performance). Below is a comparison of the value of each award at the grant date based on the probable outcome of the market and performance conditions and the value of each award at the grant date assuming the highest level of performance conditions will be achieved.


NEO	Award	Grant Date	PSU Award Aggregate Grant Date Fair Value Based on Target Performance ($)	PSU Award Aggregate Grant Date Fair Value Assuming Maximum Performance ($)
Mr. Hess	2025 LTIP Award	20-Apr-2025	7,057,185	12,482,290
Mr. Krasner	2025 LTIP Award	20-Apr-2025	2,324,720	4,111,813
Ms. Gebauer	2025 LTIP Award	20-Apr-2025	1,792,032	3,169,630
Ms. Clarke	2025 LTIP Award	20-Apr-2025	1,516,389	2,682,091
Mr. Furman	2025 LTIP Award	20-Apr-2025	900,102	1,592,042

For more information regarding the equity awards, see the “Grants of Plan-Based Awards” table, the “Outstanding Equity Awards at Fiscal Year-End” table and the section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.”

Non-Equity Incentive Plan Compensation (Column F)

The amounts shown in column F reflect the NEOs’ 2025 STI awards, which were fully paid in cash in March 2026.

Change in Pension Value and Non-Qualified Deferred Compensation Earnings (Column G)

This column reflects any aggregate increase in actuarial present values of accumulated benefits during the relevant fiscal year for the NEOs under the Willis Towers Watson Pension Plan and the Towers Watson Supplemental Executive Retirement Plan (“Towers Watson SERP”) (through July 1, 2017, when it was frozen). Any increase in actuarial present value was determined using assumptions that are the same as those used in the Company’s financial statements for the fiscal year ended December 31, 2025, except that retirement is assumed to occur at the earliest unreduced retirement age for the NEOs and no pre-retirement terminations or deaths are assumed to occur. The column does not reflect any aggregate decrease in actuarial present values of accumulated benefits during the relevant fiscal year.

The earliest unreduced retirement ages and detail of any assumption(s) used in the calculations for each of the NEOs is as follows:

•

Mr. Hess – Age 62 under the Legacy Watson Wyatt and pre-July 1, 2017 stable value formulas; Age 65 under the post-July 1, 2017 stable value formula. Mr. Hess was assumed to retire immediately because the majority of his benefit value is unreduced at age 62 and he has attained that age.

•

Messrs. Krasner and Furman – Age 65 under the post-July 1, 2017 stable value formula.

•

Ms. Gebauer – Age 60 under the Legacy Towers Perrin benefit formula; Age 62 under the pre-July 1, 2017 stable value benefit formula; Age 65 under the post-July 1, 2017 stable value benefit formula. Ms. Gebauer was assumed to retire immediately because the majority of her benefit value is unreduced at age 60 and she has attained that age.

•

Ms. Clarke – Not applicable since Ms. Clarke does not participate in any defined benefit plan.

The increases/(decreases) in the actuarial present values for the NEOs for fiscal year 2025 were $30,094 for Mr. Hess, $24,928 for Mr. Krasner, ($24,208) for Ms. Gebauer and $41,832 for Mr. Furman. These increases/(decreases) are attributable to a number of factors. The NEOs (except Ms. Clarke) accrued additional benefits in the Willis Towers Watson Pension Plan during 2025. These accruals increased the present values by $49,627 for Mr. Hess, $17,633 for Mr. Krasner, $50,716 for Ms. Gebauer and $24,601 for Mr. Furman. The actuarial present value from the Willis Towers Watson Pension Plan and the Towers Watson SERP increased/(decreased) due to the passage of time by ($89,553) for Mr. Hess, $3,250 for Mr. Krasner, ($116,445) for Ms. Gebauer and $9,471 for Mr. Furman. Changes in the actuarial assumptions were also made during fiscal 2025. The discount rates used to value benefits decreased during fiscal 2025 from 5.63% to 5.41% for benefits from the Willis Towers Watson Pension Plan and from 5.27% to 4.78% for the Towers Watson SERP. The mortality assumption was updated to apply a 0.91 multiplier to the mortality rates, assuming longer life expectancy. The assumed lump sum interest rate to determine the value of benefits under the Towers Watson SERP did not change, remaining at 3.00% for Mr. Hess and Ms. Gebauer. The assumption changes described above changed the actuarial present value amounts by $70,020 for Mr. Hess, $4,045 for Mr. Krasner, $41,521 for Ms. Gebauer and $7,760 for Mr. Furman.

All Other Compensation (Column H)

The amounts shown in column H reflect the aggregate dollar amount of Company contributions to Company-sponsored retirement plans and tax reimbursement and interest payments for each NEO during 2025. Additional details are shown below.


NEO	Company Contributions to Company-Sponsored Retirement Plans ($) (1)	Tax Reimbursement & Interest Payments ($) (2)	2025 All Other Compensation Total ($)
Mr. Hess	197,326	—	197,326
Mr. Krasner	84,762	—	84,762
Ms. Gebauer	112,934	3,167	116,101
Ms. Clarke	24,341	—	24,341
Mr. Furman	67,873	3,215	71,088

(1)

The amounts in this column reflect Company contributions to Company-sponsored retirement plans for the NEOs during 2025:

•

For Mr. Hess: (i) the Company’s contribution to his 401(k) Plan in the amount of $12,250, (ii) Company matching contributions made in the form of fully vested RSUs to the WTW Deferred Savings Plan in the amount of $105,714 and (iii) the value of Company-provided quarterly allocations of fully vested RSUs under the WTW Stable Value Excess Plan in the amount of $79,362.

•

For Mr. Krasner: (i) the Company’s contribution to his 401(k) Plan in the amount of $12,250, (ii) Company matching contributions made in the form of RSUs to the WTW Deferred Savings Plan in the amount of $57,582 and (iii) the value of Company-provided quarterly allocations of RSUs under the WTW Stable Value Excess Plan in the amount of $14,930.

•

For Ms. Gebauer: (i) the Company’s contribution to her 401(k) Plan in the amount of $12,250, (ii) Company matching contributions made in the form of fully vested RSUs to the WTW Deferred Savings Plan in the amount of $49,491 and (iii) the value of Company-provided quarterly allocations of fully vested RSUs under the WTW Stable Value Excess Plan in the amount of $51,193.

•

For Ms. Clarke, the Company’s contribution to the Willis Group Personal Pension Plan.

•

For Mr. Furman: (i) the Company’s contribution to his 401(k) Plan in the amount of $12,250, (ii) Company matching contributions made in the form of RSUs to the WTW Deferred Savings Plan in the amount of $41,361 and (iii) the value of Company-provided quarterly allocations of RSUs under the WTW Stable Value Excess Plan in the amount of $14,262.

(2)

The amounts in this column for Ms. Gebauer and Mr. Furman represent tax gross-ups and interest payments paid by the Company in connection with the correction of missed 2025 deferrals under the WTW Deferred Savings Plan resulting from an administrative error. The amount in this column for Mr. Furman also includes a gross-up of $185.55 in relation to a cash payment awarded to him for completion of ten years of service to the Company.

Total (Column I)

The amounts shown in column I reflect the sum of columns C through H for each NEO.

Grants of Plan-Based Awards

The following table sets forth the grants of plan-based awards made to the NEOs during 2025. Amounts shown in columns C through E relate to the STI award opportunities in respect of 2025. The terms and conditions of these awards are described in the section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Short-Term Incentive Compensation.” The remaining columns relate to equity awards granted under the 2025 LTIP (which consisted of PSUs and RSUs).


A	B	C	D	E	F	G	H	I	J	K	L
Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or	All Other Options Awards: Number of Securities Underlying	Exercise or Base Price of Option	Grant Date Fair Value of Stock and Option
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	Units # (3)	Units #	Awards ($/Share)	Awards ($) (4)
Carl Hess	—	—	2,000,000	4,000,000	—	—	—	—	—	—	—
	4/20/2025	—	—	—	—	—	—	6,620	—	—	2,125,000
	4/20/2025	—	—	—	7,944	19,860	39,720	—	—	—	7,057,185
Andrew Krasner	—	—	1,200,000	2,400,000	—	—	—	—	—	—	—
	4/20/2025	—	—	—	—	—	—	2,181	—	—	700,000
	4/20/2025	—	—	—	2,617	6,542	13,084	—	—	—	2,324,720
Julie Gebauer	—	—	981,094	1,962,188	—	—	—	—	—	—	—
	4/20/2025	—	—	—	—	—	—	1,681	—	—	539,602
	4/20/2025	—	—	—	2,017	5,043	10,086	—	—	—	1,792,032
Lucy Clarke	—	—	1,008,203	2,016,406	—	—	—	—	—	—	—
	4/20/2025	—	—	—	—	—	—	1,422	—	—	456,602
	4/20/2025	—	—	—	1,707	4,267	8,535	—	—	—	1,516,389
Matthew Furman	—	—	774,375	1,548,750	—	—	—	—	—	—	—
	4/20/2025	—	—	—	—	—	—	844	—	—	271,031
	4/20/2025	—	—	—	1,013	2,533	5,066	—	—	—	900,102

(1)

The amounts shown in columns C through E reflect threshold, target and maximum performance for the 2025 STI awards granted to each NEO. The threshold payout for each NEO reflects the minimum possible payout of $0. The maximum payout for each NEO reflects the maximum STI award opportunity of 200% of 2025 STI target. The actual 2025 STI awards granted are shown in column F of the Summary Compensation Table and further analyzed in the table in the section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Short-Term Incentive Compensation — 2025 STI Awards.” The figures for Ms. Clarke have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2021 – 2025) (£1:$1.2905).

(2)

The number of shares shown in columns F through H reflect threshold, target and maximum performance for the PSUs granted to the NEOs under the 2025 LTIP on April 20, 2025. The PSU performance metrics are 2025-2027 Average Annual Adjusted Net Revenue Growth and 2025-2027 Average Annual Adjusted Operating Margin Improvement, with a relative TSR modifier (potential +/- 20% modifier on PSU financial performance result). Earned PSUs will be determined based on a sliding scale for each PSU financial metric with a 100% (target) payout if the applicable target performance goal is achieved. The sliding scales for each financial metric contain thresholds, such that there is a potential of 0% payout for each metric if the threshold performance goal is not achieved and 200% payout if the maximum performance goal is achieved. Payouts between defined performance goals are calculated on

a straight-line basis. The performance ranges for each financial metric are independent and it is possible to earn a payout on one metric and not the other (assuming the threshold performance goal has been met on that metric). The Company believes that the details of the financial performance ranges prior to the end of the applicable performance period for the PSUs is competitively sensitive information. The relative TSR modifier will be determined based on the achievement of the applicable performance target relating to the Company’s annualized TSR over the performance period relative to the TSR of the S&P 500 constituents as of the last day of the performance period, as set forth in the table below:


WTW’s TSR Relative to the S&P 500 Constituents (Modifies PSU Financial Performance Result)
Performance	Percentile Rank	Modifier
Maximum	≥ 75th Percentile	+20%
Target	50th Percentile	0%
Threshold	≤ 25th Percentile	-20%

The maximum payout that can be achieved through the financial metrics and the modifier is 200% of target. The earned PSUs will vest on April 20, 2028 for all NEOs, subject to the continued employment of the participant during the vesting period, except as otherwise described in the section below entitled “— Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.” Dividend equivalents in the form of additional shares will accrue on the PSUs, but are only paid to the same extent and at the same time as the underlying shares vest. For additional information on the 2025 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.”

(3)

The number of shares shown in column I reflects the RSUs granted to each NEO under the 2025 LTIP on April 20, 2025. The RSUs will vest in equal installments with an installment vesting on each of the first three anniversaries of the grant date, provided the NEO remains continuously employed by the Company through the applicable vesting date, unless the NEO meets the retirement vesting eligibility requirements under the terms of the program (as Mr. Hess, Ms. Gebauer and Mr. Furman do). For additional information on the 2025 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.”

(4)

The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. For awards subject to both market conditions and performance conditions (2025 LTIP PSUs), amounts reflect the full fair value of the award at the grant date consistent with the recognition criteria in FASB ASC Topic 718; the full fair value at the grant date takes into account all possible outcomes of the market condition, as well as the probable outcome with respect to the satisfaction of the performance conditions consistent with the recognition criteria in FASB ASC Topic 718 (excluding the effect of estimated forfeitures).

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the outstanding share-based awards held by the NEOs as of December 31, 2025.


	Share Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) (1)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1)
Carl Hess	—	—	28,406 (2)	9,334,158
	2,998 (3)	985,267	—	—
	—	—	23,797 (4)	7,819,560
	5,024 (5)	1,650,724	—	—
	—	—	20,030 (6)	6,581,783
	6,677 (7)	2,193,926	—	—
Andrew Krasner	—	—	5,346 (2)	1,756,726
	594 (3)	195,306	—	—
	—	—	5,599 (4)	1,839,680
	1,244 (5)	408,855	—	—
	—	—	6,598 (6)	2,168,117
	2,199 (7)	722,707	—	—
Julie Gebauer	—	—	4,344 (2)	1,427,361
	464 (3)	152,558	—	—
	—	—	4,776 (4)	1,569,345
	1,021 (5)	335,637	—	—
	—	—	5,086 (6)	1,671,313
	1,695 (7)	557,104	—	—
Lucy Clarke	2,699 (8)	886,852	—	—
	6,749 (9)	2,217,625	—	—
	—	—	4,304 (6)	1,414,239
	1,435 (7)	471,414	—	—
Matthew Furman	—	—	2,957 (2)	971,762
	312 (3)	102,599	—	—
	—	—	3,035 (4)	997,150
	641 (5)	210,497	—	—
	—	—	2,555 (6)	839,468
	852 (7)	279,824	—	—

(1)

The market value of shares or units that have not vested has been calculated using the closing price of the Company’s shares on December 31, 2025, as quoted on the NASDAQ ($328.60), the last business day of the year.

(2)

The PSUs were granted to the NEOs on April 1, 2023 pursuant to the 2023 LTIP for the period of January 1, 2023 to December 31, 2025. The table reflects the target amount of the awards and dividend equivalents in the form of additional shares that have accrued on the PSUs through December 31, 2025. Following the end of the performance period, the number of PSUs earned was determined based on the level of the Company’s achievement of the performance targets established for the 2023 PSUs set forth in the following tables:


2025 Adjusted Operating Margin (50% of Result)		2023 – 2025 Average Annual Adjusted Net Revenue Growth (30% of Result)		2023 – 2025 Average Annual Adjusted EPS Growth* (20% of Result)
Target (%)	Payout as % of Target	Target (%)	Payout as % of Target	Target (%)	Payout as % of Target
≥ 25.3%	200.0%	≥ 5.9%	200.0%	≥ 10.3%	200.0%
24.3%	100.0%	4.9%	100.0%	7.8%	100.0%
22.8%	50.0%	2.9%	50.0%	3.3%	50.0%
< 22.8%	0.0%	< 2.9%	0.0%	< 3.3%	0.0%

Actual Performance:
25.2%	190.1%	5.9%	200.0%	12.0%	200.0%

PSU Overall Performance Result: 195.1%

The overall PSU performance result was applied to the target number of shares under the PSU award including dividend equivalents accrued through the vesting date. As a result, the earned shares shown below are expected to vest in April 2026 for each NEO. Note that the earned shares shown below include dividend equivalents in the form of additional shares accrued on the PSUs through December 31, 2025 (3.5% of the target # of PSUs granted), but the actual earned shares to vest in April 2026 will include additional dividend equivalents accrued through the vesting date.


NEO	Target # of PSUs Granted (including dividend equivalents accrued through December 31, 2025)	Earned # of PSUs at 195.1% Payout
Mr. Hess	28,406	55,419
Mr. Krasner	5,346	10,430
Ms. Gebauer	4,344	8,474
Mr. Furman	2,957	5,769

(3)

The RSUs were granted to the NEOs on April 1, 2023 pursuant to the 2023 LTIP for the period of January 1, 2023 to December 31, 2025. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2025. The RSUs will vest in equal installments with an installment vesting on each of the first three anniversaries of the grant date, subject to continued employment with the Company, unless retirement vesting eligible.

(4)

The PSUs were granted to the NEOs on April 1, 2024 pursuant to the 2024 LTIP for the period of January 1, 2024 to December 31, 2026. The table reflects the target amount of the awards and dividend equivalents in the form of additional shares that have accrued on the PSUs through December 31, 2025. Earned PSUs will be determined based on a sliding scale for each PSU financial metric with a 100% (target) payout if the applicable target performance goal (2024-2026 Average Annual Adjusted Net Revenue Growth and 2024-2026 Average Annual

Adjusted Operating Margin Improvement) is achieved. The attainment level of the PSU financial performance metrics above will be modified (+/-20%) by the TSR modifier based on the achievement of the applicable performance target relating to the Company’s annualized TSR over the performance period relative to the TSR of the S&P 500 constituents as of the last day of the performance period.

(5)

The RSUs were granted to the NEOs on April 1, 2024 pursuant to the 2024 LTIP for the period of January 1, 2024 to December 31, 2026. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2024. The RSUs will vest in equal installments with an installment vesting on each of the first three anniversaries of the grant date, subject to continued employment with the Company, unless retirement vesting eligible.

(6)

The PSUs were granted to the NEOs on April 20, 2025 pursuant to the 2025 LTIP for the period of January 1, 2025 to December 31, 2027. The table reflects the target amount of the awards and dividend equivalents in the form of additional shares that have accrued on the PSUs through December 31, 2025. Earned PSUs will be determined based on a sliding scale for each PSU financial metric with a 100% (target) payout if the applicable target performance goal (2025-2027 Average Annual Adjusted Net Revenue Growth and 2025-2027 Average Annual Adjusted Operating Margin Improvement) is achieved. The attainment level of the PSU financial performance metrics above will be modified (+/- 20%) by the TSR modifier based on the achievement of the applicable performance target relating to the Company’s annualized TSR over the performance period relative to the TSR of the S&P 500 constituents as of the last day of the performance period, as set forth in the relative TSR modifier table. For additional information on the 2025 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.”

(7)

The RSUs were granted to the NEOs on April 20, 2025 pursuant to the 2025 LTIP for the period of January 1, 2025 to December 31, 2027. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2025. The RSUs will vest in equal installments with an installment vesting on each of the first three anniversaries of the grant date, subject to continued employment with the Company, unless retirement vesting eligible. For additional information on the 2025 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.”

(8)

The time-based RSUs were granted to Ms. Clarke on October 1, 2024 and will vest ratably over five years, subject to continued employment with the Company. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2025.

(9)

The time-based RSUs were granted to Ms. Clarke on October 1, 2024 and will vest ratably over three years, subject to continued employment with the Company. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2025.

Option Exercises and Shares Vested

The following table sets forth the share option exercises by the NEOs and the vesting of RSUs and PSUs during 2025.


Name	Option Awards		Share-Based Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#) (1)	Value Realized on Vesting ($) (2)
Mr. Hess	—	—	43,954	14,841,940
Mr. Krasner	—	—	9,655	3,262,907
Ms. Gebauer	—	—	7,431	2,510,489
Ms. Clarke	—	—	4,034	1,393,545
Mr. Furman	—	—	5,382	1,817,805

(1)

Number of shares acquired on vesting reflects: (i) RSUs granted under the 2022, 2023 and 2024 LTIP that vested in April 2025 for all NEOs other than Ms. Clarke, (ii) PSUs earned under the 2022 LTIP that vested in April 2025 for all NEOs other than Ms. Clarke, (iii) RSUs under the special equity award granted to Ms. Gebauer in April 2023 that vested in April 2025 and (iv) RSUs under the sign-on and buyout equity awards granted to Ms. Clarke in October 2024 that vested in October 2025.

(2)

The value realized in respect of vested RSUs and PSUs is calculated using the closing share price, as quoted on the NASDAQ, on the day prior to the respective vesting date. For any vesting date that occurred on a non-trading day, the value realized is calculated using the closing share price, as quoted on the NASDAQ, on the last trading day prior to such vesting date.

Pension Benefits at 2025 Fiscal Year-End

Mr. Hess, Mr. Krasner, Ms. Gebauer and Mr. Furman had accrued a pension benefit in one or more of the defined benefit pension plans maintained by the Company as of December 31, 2025. Ms. Clarke did not participate in a defined benefit plan maintained by the Company. With respect to the NEOs eligible for pension benefits, the table below provides information as of December 31, 2025 regarding the number of years of credited service and the present value of accumulated benefits payable at the earliest unreduced retirement age with respect to the Willis Towers Watson Pension Plan and the Towers Watson SERP.


		Pension Benefits
Name	Plan	Number of Years Credited Service (#)	Present Value of Accumulated Benefit ($) (1)	Payments During the Twelve Months Ended December 31, 2025 ($)
Carl Hess	Willis Towers Watson Pension Plan	36.50	1,959,278	—
	Towers Watson SERP	28.00	3,089,411	—
	Total		5,048,689	—
Andrew Krasner	Willis Towers Watson Pension Plan	7.92	82,237	—
	Total		82,237	—
Julie Gebauer	Willis Towers Watson Pension Plan	39.17	1,904,841	—
	Towers Watson SERP	30.67	5,103,780	—
	Total		7,008,621	—
Matthew Furman	Willis Towers Watson Pension Plan	8.50	209,065	—
	Total		209,065	—

(1)

The assumptions and methodology used in calculating the estimated present values shown in this column are the same as those used and disclosed in Note 13, “Retirement Benefits,” to our audited financial statements for the fiscal year ended December 31, 2025 included in our Annual Report on Form 10-K, except the NEOs are assumed to retire at their earliest unreduced retirement age and no pre-retirement terminations or deaths are assumed to occur. Also, no additional compensation or benefit service is assumed beyond the December 31, 2025 calculation date. The specific relevant assumptions include a discount rate of 5.41% for the Willis Towers Watson Pension Plan and 4.78% for Towers Watson SERP. The mortality assumption for the Willis Towers Watson Pension Plan is the PRI-2012 white collar, non-disabled table with a 0.91 multiplier applied with mortality improvements based on MP-2021 with 0% improvements through 2023 and interim and long-term improvement rates capped at 0.5%.

The Towers Watson SERP was frozen as of July 1, 2017. Accruals for compensation over the IRS statutory compensation limit after July 1, 2017 are now earned in the WTW Stable Value Excess Plan and are credited as notional shares of WTW stock each quarter.

Effective December 31, 2011, benefit accruals were frozen under the qualified and non-qualified defined benefit plans that had been maintained by legacy Towers Perrin and legacy Watson Wyatt for U.S. colleagues, and benefits began to accrue under the stable value pension design for service rendered on or after January 1, 2012. Effective July 1, 2017 the stable value formula was changed for existing participants in the Willis Towers Watson Pension Plan and other employees who previously did not participate became eligible to earn accruals under this plan.

Effective January 1, 2024 the stable value formula was changed to a contributory formula for all eligible colleagues.

Willis Towers Watson Pension Plan

The Willis Towers Watson Pension Plan is a broad-based, tax-qualified defined benefit pension plan that provides a benefit to eligible colleagues of the Company. In general, all U.S. salaried and hourly colleagues are eligible to participate after completing one year of service.

Effective January 1, 2024, the Willis Towers Watson Pension Plan no longer has a non-contributory component. Under the new contributory formula, employees must contribute 2% of covered pay to the plan in order to participate. Covered pay includes salary only; the additional 5% of eligible pay above the Social Security Wage Base was eliminated.

Beginning January 1, 2024, participants covered by the new contributory formula will earn a lump sum benefit payable at the participant’s normal retirement age (65) equal to:

(i)

11.5% of each year’s covered pay for the first 10 years of credited service,

(ii)

13.0% of each year’s covered pay for the next 10 years of credited service and

(iii)

15.0% of each year’s covered pay for 20 or more years of credited service.

For this purpose, covered pay consists of base salary. The lump sum is reduced for commencement prior to age 65 at a compounding rate of 5% per year.

Prior to January 1, 2024, under the stable value formula, each eligible participant earned a lump sum benefit at the participant’s normal retirement age (65) equal to 11.5% of each covered year’s pay up to the Social Security wage base for the first 10 years of covered services, 13.0% of each covered year’s pay up to the Social Security wage base for the next 10 years of covered services, and 15.0% of each covered year’s pay up to the Social Security wage base for 20 or more years of credited service, plus 16.5% of each year’s covered pay over the Social Security wage base for the first 10 years of credited service, 18.0% of each year’s covered pay over the Social Security wage base for the next 10 years of credited service, and 20.0% of each year’s covered pay over the Social Security wage base for 20 or more years of credited service.

Participants who were not eligible for benefit accruals as of December 31, 2016 earn benefits under the contributory stable value formula. Under the contributory formula, employees must contribute 2% of covered pay to the plan in order to participate. Beginning July 1, 2017 participants covered by the contributory formula will earn a lump sum benefit payable at the participant’s normal retirement age (65) equal to: (i) 9.5% of each year’s covered pay up to the Social Security wage base for the first 10 years of credited service after January 1, 2017, 11.0% of each year’s covered pay up to the Social Security wage base for the next 10 years of credited service after January 1, 2017, and 12.5% of each year’s covered pay up to the Social Security wage base for 20 or more years of credited service after January 1, 2017; plus (ii) 14.5% of each year’s covered pay over the Social Security wage base for the first 10 years of credited service, 16.0% of each year’s covered pay over the Social Security wage base for the next 10 years of credited service, and 17.5% of each year’s covered pay over the Social Security wage base for 20 or more years of credited service after January 1, 2017.

Benefits earned prior to December 31, 2011 are specified in the legacy formulas as outlined below.

Legacy Watson Wyatt Formulas

Benefit accruals earned under these formulas ceased on December 31, 2011. Defined benefit plan accruals after December 31, 2011 are earned under the stable value provisions described above.

Benefits earned under the legacy Watson Wyatt Pension formulas by participants who were employed by legacy Watson Wyatt prior to the Towers Perrin/Watson Wyatt Merger or who were hired into a legacy Watson Wyatt office prior to January 1, 2011 were based upon combined years of service with legacy Watson Wyatt and legacy Towers Watson.

The monthly benefit at normal retirement (age 65) is equal to 1.7% times the participant’s average monthly compensation for the 60 consecutive months with the highest compensation plus 0.4% times the average monthly compensation for the 60 consecutive months with the highest compensation that exceeds the Social Security Covered Compensation (as defined in the plan), all times the number of completed years and months of continuous service up to 25 years. Mr. Hess is eligible for early retirement benefits.

Colleagues who were employed by legacy Watson Wyatt on June 30, 2003 were grandfathered into prior pension plan provisions until June 30, 2008. During the 5-year grandfathering period, eligible colleagues continued to accrue certain benefits under the legacy Watson Wyatt provisions in effect before July 1, 2003. Under these provisions, the same formula described above is used except that an associate’s average pay is determined to be the highest average 36 consecutive months of total pay. In addition, the benefit can never be less than the June 30, 2003 accrued benefit indexed by 3% each year.

Benefits accrued under the grandfathered formulas were frozen on the earlier of June 30, 2008 or termination of employment, except for the formula that indexes the June 30, 2003 accrued benefit which was frozen at December 31, 2011. At retirement or termination, an associate’s accrued benefit will not be less than the frozen grandfathered benefit. Grandfathered colleagues who attain age 50 with 10 years of service will be eligible for early retirement. Mr. Hess qualifies for the grandfathered provisions and is eligible for retirement under those provisions.

Legacy Towers Perrin Formulas

Benefit accruals earned under these formulas ceased on December 31, 2011. Defined benefit plan accruals after December 31, 2011 are earned under the stable value provisions described above.

Most U.S. colleagues who were employed by legacy Towers Perrin prior to the Towers Perrin/Watson Wyatt Merger prior to January 1, 2011 were eligible for benefits under these provisions. Participants earned benefits under two formulas. Under the first formula, benefits were based upon final average plan compensation as of the earlier of the date of the participant’s termination of employment or December 31, 2007, for which plan compensation included base pay and both the bonus paid under the individual bonus program and the bonus paid under the Principal bonus program for the year in which they were earned. Under the second formula, benefits were determined using a cash balance methodology, for which plan compensation included base pay, the bonus paid under the individual bonus program and other incentive bonuses when paid, but did not include the bonus paid under the Principal bonus program. The normal retirement age under these provisions is the later of (i) age 65 and (ii) the earlier of (a) three years of service under the plan or (b) the fifth anniversary of employment.

Active colleagues as of January 1, 2003 accrued benefits under both the final average earnings formula and the cash balance formula until December 31, 2007. Upon termination of employment, the values of the benefits under both of these formulas are compared, with the participant receiving the greater of the two.

Ms. Gebauer earned benefits under both the final average earnings formula and the cash balance formula described below and is eligible to retire with unreduced benefits as described below.

Final Average Earnings Formula

Benefits earned under the final average earnings formula are equal to 2 percent of the final five-year average of plan compensation (subject to the IRS statutory maximum) as of the earlier of termination of employment or December 31, 2007, multiplied by credited service as of December 31, 2007, subject to a maximum of 20 years. Under this formula, participants may retire as early as age 50 with 5 years of service and receive a reduced benefit. A participant may retire early with an unreduced benefit after the later of age 60 or 3 years of service. This is the participant’s unreduced early retirement date. Reduction factors are based upon either 5 percent per year or actuarial equivalent reductions based on the specified assumptions in IRC Section 417(e)(3) from age 60, whichever produces the greater benefit.

Participants earning benefits under the final average earnings formula are also entitled to a Social Security supplemental benefit. This benefit is equal to $9,600 per year multiplied by the ratio of the participant’s credited service at the earlier of date of termination or December 31, 2007 to the participant’s projected service at unreduced early retirement date. This amount is payable from the later of the participant’s unreduced early retirement date or actual retirement date to the date the participant attains age 62.

Cash Balance Formula

Benefits earned under the cash balance formula are expressed in the form of a notional account balance. Each month a

participant’s cash balance account was increased by (i) pay credits based on the participant’s plan compensation for that month and (ii) interest credits based on the participant’s hypothetical account balance at the end of the prior month. As of December 31, 2011, pay credits were frozen, but interest credits continue. Pay credits were 5 percent of plan compensation up to the Social Security taxable wage base and 10 percent of pay over the Social Security taxable wage base, subject to the IRS statutory maximum on plan compensation. Interest credits are based on 10-year Treasury bond yields.

An opening cash balance account was established for all active plan participants as of January 1, 2003. This opening account balance was equal to the present value of the final average earnings accrued benefit and Social Security supplemental benefit payable at the participant’s unreduced early retirement date.

Participants with benefits under both the final average earnings formula and the cash balance formula may elect to receive their entire benefit as an annuity with the Social Security supplement or receive their cash balance formula benefit as a lump sum with the remaining benefit value distributed as an annuity.

Towers Watson SERP

The Towers Watson SERP was designed to restore benefits to plan participants whose qualified plan compensation or benefit levels are impacted by IRC maximums. For service rendered after December 31, 2011 and prior to July 1, 2017, benefits were earned under the stable value formula set forth in the Willis Towers Watson Pension Plan, where the participant would accrue a lump sum payable at normal retirement age (65) equal to 20% of plan compensation for the Towers Watson SERP. A participant will receive a lump sum distribution six months after termination of employment equal to his or her stable value account with reductions for payments made prior to age 62 of a compounding 5% per year. Other than the timing and form of payment, all other stable value provisions are the same as those described in the Willis Towers Watson Pension Plan in effect prior to July 1, 2017.

Mr. Hess and Ms. Gebauer continue to be entitled to benefits earned under the Towers Watson SERP attributable to service after January 1, 2012 through June 30, 2017.

Benefits earned prior to December 31, 2011 are specified in the legacy formulas as outlined below.

Legacy Watson Wyatt Formulas

The legacy Watson Wyatt Excess Benefit and legacy Watson Wyatt Excess Compensation formulas were designed to restore to eligible colleagues the reductions to their pension benefit imposed by IRC limitations. The form of benefit payment provided under the excess plans for retirement eligible individuals is a lump sum generally payable six months following the termination of employment for the executive. The portion of the vested benefit earned before January 1, 2005 is payable immediately at the end of the month following the retirement date. For colleagues that are not retirement eligible, the benefit accrued prior to June 30, 2003 is paid as a lump sum with the accrued benefit earned after June 30, 2003 paid as a life annuity at age 65.

Mr. Hess continues to be entitled to benefits earned under the legacy Watson Wyatt formula of the Towers Watson SERP.

Legacy Towers Perrin Formulas

The benefits provided under the Towers Perrin Restoration formula will be approximately equal to the difference between the benefits provided under the legacy Towers Perrin qualified formula and benefits that would have been provided under such formula if not for the limitations applicable to qualified plans under the IRC, except that participants with service prior to December 31, 1993 are entitled to a subsidized joint and survivor spousal annuity, provided that they terminate employment after attaining age 50. The subsidized percentage on the total benefit equals 60 percent multiplied by the ratio of credited service as of December 31, 1993 divided by credited service at the earlier of the date of termination or December 31, 2007, both subject to a maximum of 20 years.

Benefits earned under this formula are distributed in four approximately equal annual installments, beginning six months

after separation from service.

Ms. Gebauer continues to be entitled to benefits earned under the legacy Towers Perrin formula of the Towers Watson SERP.

Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2025

The following table provides information as of December 31, 2025 concerning the legacy Watson Wyatt non-qualified deferred compensation plan assumed by legacy Towers Watson in connection with the Towers Perrin/Watson Wyatt Merger, in which Mr. Hess is a participant. In connection with approval of the stable value pension plan amendments discussed above, legacy Watson Wyatt also froze contributions under the Watson Wyatt Deferred Savings Plan (“WW Deferred Savings Plan”) in 2012.

The table also provides information as of December 31, 2025 concerning the WTW Deferred Savings Plan, as well as for the WTW Stable Value Excess Plan.

•

WW Deferred Savings Plan – The WW Deferred Savings Plan was established to supplement the benefits of those participants in the Watson Wyatt & Company Savings Plan for U.S. employees whose company matching contributions to the savings plan are limited by the compensation and elective deferral limitations imposed by the IRC. Participants generally vest in their account after three years of service. Mr. Hess is fully vested in his account balance in the WW Deferred Savings Plan. Participants are eligible for payment of their vested account balance upon termination of employment or retirement.

•

WTW Deferred Savings Plan – The WTW Deferred Savings Plan is an unfunded deferred compensation plan for select management and other highly compensated colleagues, including the Company’s executive officers. The purpose of the WTW Deferred Savings Plan is to provide this group with a means to defer receipt of a portion of their compensation that exceeds the IRC limit.

•

WTW Stable Value Excess Plan – The Towers Watson SERP was frozen effective July 1, 2017 and participants ceased to accrue further benefits in the Towers Watson SERP. In place of the Towers Watson SERP, the Company adopted the WTW Stable Value Excess Plan, an unfunded deferred compensation plan for select management and other highly compensated colleagues, including the Company’s executive officers, with the purpose of providing participants with supplemental and deferred compensation benefits on eligible earnings that exceed the IRC limit through the accrual of a contributory or non-contributory stable value benefit. The WTW Stable Value Excess Plan became closed to new hires after December 31, 2023. Effective January 1, 2024, the stable value formula was changed to a contributory formula for all eligible colleagues.

Under the new contributory formula, employees must contribute 2% of covered pay to the plan in order to participate. Beginning January 1, 2024, participants covered by the new contributory formula will earn a lump sum benefit payable at the participant’s normal retirement age (65) equal to: 11.5% of each year’s covered pay (base pay only) for the first 10 years of credited service, 13.0% of each year’s covered pay (base pay only) for the next 10 years of credited service and 15.0% of each year’s covered pay (base pay only) for 20 or more years of credited service. Covered pay under the new contributory formula includes base pay only.

All colleague deferrals and all Company matches and/or accruals in the WTW Stable Value Excess Plan and the WTW Deferred Savings Plan are credited in the form of Company share units under the Company’s 2012 Plan, will accrue dividend equivalents and will be paid in Company shares. To comply with IRC Section 409A, distributions will be made on the first business day of the month following the date that is six months after the participant’s separation from service.


Name (1)	Non-Qualified Deferred Compensation Plan	Executive Contributions for the Fiscal Year Ended December 31, 2025 ($)	Registrant Contributions for the Fiscal Year Ended December 31, 2025 ($)	Aggregate Earnings for the Fiscal Year Ended December 31, 2025 ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at December 31, 2025 ($) (5)
Carl Hess	WW Deferred Savings Plan	—	—	11,637 (3)	—	161,543
	WTW Deferred Savings Plan (2)	181,224	105,714	156,692 (4)	—	3,132,852
	WTW Stable Value Excess Plan	13,000	77,562	152,978 (4)	—	2,716,022
Andrew Krasner	WTW Deferred Savings Plan (2)	98,712	57,582	20,094 (4)	—	661,675
	WTW Stable Value Excess Plan	9,000	14,390	12,627 (4)	—	236,666
Julie Gebauer	WTW Deferred Savings Plan (2)	84,841	49,491	363,705 (4)	—	7,772,271
	WTW Stable Value Excess Plan	8,186	46,715	101,074 (4)	—	1,799,206
Matthew Furman	WTW Deferred Savings Plan (2)	70,905	41,361	7,577 (4)	—	1,051,370
	WTW Stable Value Excess Plan	5,390	13,692	47,360 (4)	—	838,595

(1)

Ms. Clarke did not participate in the Company’s non-qualified deferred compensation plans during 2025.

(2)

The value of the WTW Deferred Savings Plan notional account set forth in the “Aggregate Balance at December 31, 2025” column is based on the value of the Company’s underlying shares on such date.

(3)

Represents interest earned during the fiscal year ended December 31, 2025 on the account balance in the WW Deferred Savings Plan. Interest under the WW Deferred Savings Plan is calculated using the prime rate of interest as reported by Willis Towers Watson’s primary bank, determined as of the first day of the calendar year.

(4)

Represents the increase/(decrease) in value during fiscal year 2025 of Company share units credited to a colleague’s account from colleague deferrals and discretionary Company matching contributions, calculated using the prime rate of interest as reported by Willis Towers Watson’s primary bank, determined as of the first day of the calendar year, as well as quarterly dividends and Company share price appreciation/(depreciation).

(5)

Other than registrant contributions of $882,045 for Mr. Hess, $263,936 for Mr. Krasner, $389,302 for Ms. Gebauer and $210,857 for Mr. Furman, no portion of the amounts shown has been reported in the Company’s Summary Compensation Table for the fiscal year ended December 31, 2025 or in prior fiscal years.

The balances reported for the WTW Deferred Savings Plan and the WTW Stable Value Excess Plan reflect the value of Company share units credited to a colleague’s account from colleague deferrals and discretionary Company matching contributions as calculated based on the closing price of the Company’s shares on December 31, 2025 of $328.60 per share.


☒		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



Date and Time:	Wednesday, May 20, 2026 at 7:45 a.m. IST. Registration begins at 7:15 a.m. IST.
Location:	Carton House, Carton Demesne, Maynooth, Co. Kildare, W23 TD98, Ireland


Proposal	Page number	Board vote recommendation	Vote Requirement
Proposal No.1: Elect Directors To elect the nine 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 Committee, to fix the remuneration of the independent auditors on a binding basis	30	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	33	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 23, 2026, for a period expiring 18 months from the passing of the resolution	92	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 20% of the Company’s issued ordinary share capital as of March 23, 2026 for a period expiring 18 months from the passing of the resolution	93	FOR	75% of votes cast
Proposal No. 6: Approve the WTW Amended and Restated Employee Share Plan, including the Increase of the Number of Shares Authorized for Issuance under the Plan To approve the Plan, including the increase of the number of shares authorized for issuance under the Plan by 3,122,500 shares, among other amendments described in the proposal	95	FOR	Majority of votes cast


Health provides advice, broking, solutions and software for employee benefit plans, HR organizations and management teams of our clients		Wealth provides advice and management for retirement and investment asset owners using a sophisticated framework for managing risk		Career provides compensation advisory services, employee experience software and platforms, and other career-related consulting services to our clients		Benefits Delivery & Outsourcing provides medical exchange and outsourcing services to active employees and retirees across the group and individual markets as well as pension outsourcing


2025 Named Executive Officers (“NEOs”)	• Our 2025 NEOs are Carl Hess (CEO), Andrew Krasner (CFO), Julie Gebauer (President, HWC), Lucy Clarke (President, R&B) and Matthew Furman (General Counsel).
Pay for Performance: Short-Term Incentive (“STI”) and Long-Term Incentive Program (“LTIP”) Awards	• Significant portion of each NEO's compensation is variable and at-risk, including STI awards (cash) and LTIP awards (equity). • Incentive plans are designed to reward exceptional performance and contributions at the enterprise, segment and individual levels, and incorporate the following financial metrics: Adjusted Net Revenue, Adjusted Operating Margin, Free Cash Flow Margin, Three-Year Average Annual Adjusted Net Revenue Growth, Three-Year Average Annual Adjusted Operating Margin Improvement and Relative TSR. • Based on our financial performance, achievements against our strategic priorities and other factors taken into consideration, NEO 2025 STI awards were earned at 99.3% to 131.1% of target and 2023 LTIP performance-based restricted share units (“PSUs”), with a performance period that concluded at the end of 2025, were earned at 195.1% of target.
Shareholder Aligned Executive Compensation Program	• LTIP awards are delivered through PSUs (75%) and time-based restricted share units (“RSUs”) (25%). Collectively, LTIP awards represent the largest portion of the CEO’s target total direct compensation (74%) and, on average, 52% of the other NEOs’ target total direct compensation. • 2025 PSU performance metrics align a significant portion of NEO compensation with WTW’s strategic priorities and commitment to driving shareholder value. • NEO STI awards are based on enterprise and segment financial performance, as well as a qualitative assessment of progress relative to our strategic priorities. This supports and incentivizes successful execution of the Company's strategy. • 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.
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 change in control period. • Severance amounts are generally competitive with market practices and determined as a multiple of each 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 Say-on-Pay advisory vote on the compensation of our NEOs. • Shareholder support of our executive compensation program with a Say-on-Pay approval rate of approximately 97% at the 2025 AGM.


☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))


Proxy Statement Highlights		i
Proposal No. 1:	Elect Directors	1
Corporate Governance		16
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 Committee, to Fix the Independent Auditors’ Remuneration	30
Proposal No. 3:	Advisory (Non-binding) Vote on Named Executive Officer Compensation	33
Executive Compensation: Compensation Discussion and Analysis		34
Human Capital and Compensation Committee Report		57
Human Capital and Compensation Committee Interlocks and Insider Participation		57
Compensation Tables		58
Proposal No. 4:	Renew the Board's Existing Authority to Issue Shares under Irish Law	92
Proposal No. 5:	Renew the Board's Existing Authority to Opt Out of Statutory Pre-emption Rights under Irish Law	93
Proposal No. 6:	Approval of the WTW Amended and Restated Employee Share Purchase Plan	95
Additional Information:		104
Security Ownership of Certain Beneficial Owners and Management		104
Incorporation by Reference		107
Information about the Proxy Materials and the 2026 AGM		107
Shareholder and Other Proposals for the 2027 AGM		111
Disclaimer Regarding Forward-Looking Statements		112
Exhibit A:	The WTW Amended and Restated Employee Share Purchase Plan (as last amended and restated as of May 20, 2026)	113


✓	Completion of multi-year Board succession and refreshment; maintaining focus on ensuring alignment of the Board’s composition and the evolving needs of the business, including through robust annual Board evaluation process
✓	Regular review and refreshment of Board leadership to provide fresh perspectives
✓	Regular review of Board Committee structure, responsibilities and focus; for example: • Successful completion of the Operational Transformation Committee remit, which terminated at the end of December 2024 pursuant to its charter at the conclusion of the Transformation Program, which the Committee was charged with overseeing • The creation of the Risk and Operational Oversight Committee to replace the Operational Transformation Committee, reflecting the Board's intention to continue to adapt to and provide appropriate oversight of the needs of the Company
✓	Regular review of Board composition, including tenure in accordance with the director tenure policy
✓	Active Board participation in management succession
✓	Oversight of Company strategic planning in furtherance of the Board’s strategic focus
✓	Onboarding and regular continuing director education
✓	Formal Board and Board Committee oversight of sustainability initiatives, artificial intelligence and cybersecurity
✓	Insider trading policies and procedures applicable to directors, officers and WTW associates as well as a policy applicable to the Company's repurchase of WTW securities


Corporate Risk & Broking provides a broad range of risk advice insurance brokerage and consulting services to clients worldwide ranging from small businesses to multinational corporations		Insurance Consulting and Technology provides advice and technology solutions to the insurance industry to help clients measure and manage risk and capital and improve performance


Involuntary Termination		If a participant experiences an Involuntary Termination, that occurs prior to the 6-month period preceding a “change in control” or after the 24-month period following a “change in control,” the participant is entitled to receive the following upon execution and delivery of a general release of liability against the Company: • Cash Severance – Multiple of base salary and STI target (2x for the CEO; 1x for other NEOs) • Benefits – Cost of COBRA premiums for the continuation of group healthcare coverage for a period following termination (up to 24 months for the CEO; up to 18 months for other NEOs excluding Ms. Clarke)
Qualifying Termination		If a participant experiences a Qualifying Termination during the period commencing 6 months prior to a “change in control” and ending 24 months following a “change in control,” the participant is entitled to receive the following upon execution and delivery of a general release of liability against the Company: • Cash Severance – Multiple of base salary and STI target (3x for the CEO; 2x for other NEOs) • Pro Rata STI Award for Year of Termination – Based on period employed during the year • Benefits – Cost of COBRA premiums for the continuation of group healthcare coverage for a period following termination (up to 24 months for the CEO; up to 18 months for other NEOs excluding Ms. Clarke)


☐	Soliciting Material Pursuant to §240.14a-12