WILLIS TOWERS WATSON PLC
For the period ended May 20, 2026. Filed Mar 27, 2026.
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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 20, 2026 · Filed Mar 27, 2026
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 47,000 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 VoteTo 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 ofvotes cast |
| Proposal No. 3: Approve Named Executive Officer Compensation in an Advisory (Non-binding) VoteTo approve, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers | 33 | FOR | Majority ofvotes 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 ofvotes 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% ofvotes 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 |
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANYi
2025 YEAR-END PROXY STATEMENT
Key Governance Practices and Policies
Board Composition
During a period of active Board refreshment, nine new directors, including a new CEO and eight new independent directors, one of whom is now our Board Chair, joined the Board from 2022 through 2024. 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 Evolution of Corporate Governance - 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. Following the completion of the three-year remit of the Operational Transformation Committee at the end of 2024 in connection with the conclusion of the Company’s Operational Transformation Program ("Transformation Program"), the Board revisited its Committee structure and determined to maintain four Board Committees and restructured 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 elected Paul Reilly to replace Paul Thomas as its non-Executive Chair, effective as of the conclusion of the 2025 AGM in connection with Mr. Thomas’s departure from the Board.
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2025 YEAR-END PROXY STATEMENT
Corporate Governance Highlights
| ✓ | 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 |
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2025 YEAR-END PROXY STATEMENT
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 (including data privacy), 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 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
Approach: 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 and support the communities in which we operate across the globe. "Sustainability" is how we refer to our environmental, people and community and governance strategy that guides our internal operations. See Sustainability Oversight for more information on sustainability including management and board oversight of activities.
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.
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 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 at least a majority of our outstanding shares. Over the past several years, we have incorporated feedback from our shareholders into our executive compensation and governance programs.
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Our Business
WTW
Segment Overview
Health, Wealth & Career (“HWC”)
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 capital and improve performance |
|---|
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Key Executive Compensation Practices and Policies
| 2025 NamedExecutive 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 forPerformance: Short-TermIncentive (“STI”)and Long-TermIncentive 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. |
| ShareholderAlignedExecutiveCompensationProgram | •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. |
| 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 97% at the 2025 AGM. |
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