WILLIS TOWERS WATSON PLC
For the period ended May 15, 2025. Filed Mar 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Mar 28, 2025
Contents
Proxy Statement Highlights
Willis Towers Watson Public Limited Company is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. We have approximately 48,900 colleagues and service clients in more than 140 countries and markets. In this Proxy Statement, we refer to Willis Towers Watson as the “Company,” “WTW,” “we” and “our.”
VOTING MATTERS
| Proposal | Pagenumber | Board voterecommendation | VoteRequirement |
|---|---|---|---|
| Proposal No.1: Elect DirectorsTo 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 ofvotes 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 | 31 | FOR | Majority ofvotes 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 | 34 | FOR | Majority ofvotes cast |
| Proposal No. 4: Grant the Board Authority to Issue Shares under Irish Law To grant the Board authority to issue up to approximately 20% of the Company’s issued ordinary share capital as of March 17, 2025, for a period expiring 18 months from the passing of the resolution | 105 | FOR | Majority ofvotes cast |
| Proposal No. 5: Grant the Board Authority to Opt Out of Statutory Pre-emption Rights under Irish Law To grant the Board authority to issue, free of pre-emptive rights, up to 20% of the Company’s issued ordinary share capital as of March 17, 2025 for a period expiring 18 months from the passing of the resolution | 106 | FOR | 75% ofvotes cast |
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Key Governance Practices and Policies
Board Composition
Since the beginning of 2022, nine new directors, including a new CEO and eight new independent directors, joined the Board. Our Board composition reflects a mix of gender, race, ethnicity, nationality, backgrounds, experiences and skill sets.
The figures in the above pie charts relate to our director nominees and are rounded to the nearest whole number.
Recent Corporate Governance Developments - Board Committee Structure and Board Chair Succession
The Board continually reviews and adapts its oversight structure to align with the critical needs of the business. In 2022, the Board established four Board Committees, including an Audit and Risk Committee as well as an Operational Transformation Committee with a remit expiring at the end of 2024, after which expiration the Board revisited its Committee structure and agreed to maintain four Board Committees and allocate the Committees' responsibilities in a manner that it believes helps support the Company’s strategy. Accordingly, effective January 1, 2025, the Board:
restructured the Audit Committee (formerly the Audit and Risk Committee) to focus on traditional audit committee matters; and
created the Risk and Operational Oversight Committee to focus on oversight of the Company’s enterprise risk management, including among other things, its management of operational risks such as cybersecurity risks, and oversight of its continued efforts to seek operational improvements.
The Board maintained the Human Capital and Compensation Committee and Corporate Governance and Nominating Committee in their current forms, with no material changes to their remits.
Additionally, the Board has elected Paul Reilly as its Chair, effective as of the conclusion of the 2025 AGM. This is consistent with the Board's refreshment policy. He will replace Paul Thomas who has served as the non-Executive Chair for three consecutive one-year terms. Mr. Thomas will retire from the Board at the end of his current term and will not stand for re-election at the 2025 AGM.
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Corporate Governance Highlights
| ✓ | Focus on multi-year Board succession and refreshment to help ensure that the Board’s composition remains aligned with the evolving needs of the business, including through robust annual Board evaluation process |
|---|---|
| ✓ | Board Committee and Chair refreshment help ensure that fresh viewpoints and perspectives are regularly considered |
| ✓ | Regular review of Board Committee structure, responsibilities and focus |
| ✓ | Regular review of Board composition, including tenure in accordance with the director tenure policy |
| ✓ | Successful completion of the Operational Transformation Committee, which was scheduled under its charter to terminate at the end of December 2024 and which was formed with the primary remit of overseeing the implementation of the Company’s operational transformation plan (the “Transformation Program”); the Transformation Program achieved significant run rate cost savings through the end of 2024, in excess of its original goals |
| ✓ | 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 the needs of the Company by providing appropriate oversight |
| ✓ | Active Board participation in management succession and oversight of Company strategic planning |
| ✓ | Onboarding and regular continuing director education |
| ✓ | Formal Board and Board Committee oversight of sustainability initiatives, risks and disclosures |
| ✓ | 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 |
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Board Committee Overview
The Board Committees assist the Board in overseeing, among other things, the following:
| Audit Committee •integrity of the Company’s financial statements•independent auditors and the internal audit function•compliance with legal and regulatory requirements, and internal accounting controls and procedures•significant legal matters and related persons transactions | Corporate Governance and Nominating Committee •Board Committee purpose, structure and operations•director selection process, the development of director qualification standards and the identification of director nominees•evaluation of director time commitments, including with respect to other board leadership positions•sustainability initiatives, as discussed more below (with the relevant Board Committees managing their specific sustainability responsibilities pursuant to their respective charters), including the Company’s environmental sustainability program and charitable contributions |
|---|---|
| Human Capital and Compensation Committee •compensation philosophy and the development and implementation of compensation programs in accordance with the philosophy•executive officer compensation, annual corporate goals and objectives relevant to their compensation, and their performance in light of those goals•compensation policies as well as incentive compensation and equity-based plans for the executive officers•implementation of the Company’s human capital and talent strategy | Risk and Operational Oversight Committee •overall Company risk management, including enterprise risk management framework, policies and practices used to identify, assess and manage key risks facing the Company and its subsidiaries•management of risks arising out of the Company's operations that support the Company's businesses•management initiatives to drive operational efficiencies and improvement•management's approach to risk identification, risk tolerance and risk management with respect to the Company's key operational risks, including without limitation, cybersecurity, technology, information security, privacy and artificial intelligence risk, among others |
Refer to the section entitled “Corporate Governance – Willis Towers Watson Board Committees” for more information on the Board Committees’ responsibilities.
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Sustainability
Commitment: 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 embraced principles that are aligned with our business priorities, are consistent with our commitment to ethical and sustainable practices and demonstrate our respect for those communities in which we operate across the globe.
Management Oversight: The Company has a cross-functional management committee to coordinate and facilitate communication of the Company’s sustainability initiatives applicable to its own operations. "Sustainability" is how we refer to our environmental, social and governance (“ESG”) strategy that guides our internal operations.
Board Oversight: The Board takes an approach that the most appropriate Committee maintains oversight over a particular issue rather than concentrating all sustainability initiatives into any one Committee. The Committees report to the Board on sustainability matters as appropriate.
To learn more about our sustainability principles, goals and related statements, and to review our Sustainability Report (which includes EEO-1 data) and SASB appendix and our TCFD disclosure, visit: www.wtwco.com/en-us/about-us/sustainability-report. The information on, or accessible through, our website and our other reports is not part of or incorporated by reference into this Proxy Statement and is current only as of the date it was first published.
Shareholder Outreach
We conduct a semi-annual shareholder outreach program whereby we reach out to shareholders holding over 50% of our outstanding shares. Over the past several years, we have incorporated feedback from our shareholders into certain executive compensation, governance and other sustainability programs.
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Our Business
WTW
Segment Overview
Health, Wealth & Career (“HWC”)
World-class portfolio of leading businesses providing advisory and consulting services within human capital, employee benefits and retirement verticals
| 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 |
|---|
Risk & Broking (“R&B”)
Risk advisory and solutions business delivering innovative, integrated solutions tailored to client needs and underpinned by cutting edge data and analytics, technology and experienced risk thinkers
| 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 capita and improve performance |
|---|
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Key Executive Compensation Practices and Policies
| 2024 NamedExecutive Officers(“NEOs”) | •Our 2024 NEOs are Carl Hess (CEO), Andrew Krasner (CFO), Lucy Clarke (President, R&B), Julie Gebauer (President, HWC), Matthew Furman (General Counsel) and Adam Garrard (Chairman, R&B and former Global Head of R&B). |
|---|---|
| Pay forPerformance: Short-TermIncentive (“STI”)and Long-TermIncentive Program (“LTIP”) Awards | •Significant portion of NEO compensation is variable and at-risk, including STI awards (cash) and LTIP awards (equity).•Incentive plans include a range of metrics to reward NEOs for exceptional performance and contributions at the enterprise, business and individual levels, including Adjusted Net Revenue, Adjusted Operating Margin, Free Cash Flow Margin, 3-Year Average Annual Adjusted Net Revenue Growth, 3-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 for 2024, NEO 2024 STI awards were earned at 111.8% to 119.5% of target and 2022 LTIP performance-based restricted share units (“PSUs”), with a performance period that concluded at the end of 2024, were earned at 149.4% of target. |
| ShareholderAlignedExecutiveCompensationProgram | •LTIP awards are made in the form of PSUs and time-based restricted share units (“RSUs”), weighted at 75% and 25%, respectively, and collectively account for the largest portion of the CEO’s target total direct compensation and a significant portion of the other NEOs’ target total direct compensation.•2024 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 strategic objectives, to support and drive 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. |
| CompensationRecoupment | •Compensation recoupment policy applicable to NEOs’ cash and equity incentive awards in the event of financial restatement or detrimental conduct. |
| ExecutiveSeverancePlans | •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 90% at the 2024 AGM. |
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