Proxy Statement Highlights

2021 Company Highlights

Willis Towers Watson Public Limited Company was formed on January 4, 2016 upon completion of the merger (the “Merger”) between Willis Group Holdings Public Limited Company (“legacy Willis Group”) and Towers Watson & Co. (“legacy Towers Watson”). We are a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. We have more than 44,000 employees and service clients in more than 140 countries and territories. In this Proxy Statement, we refer to Willis Towers Watson as the “Company,” “WTW,” “we” and “our.”

2021 served as a transformative year for Willis Towers Watson Public Limited Company. Solid Company performance throughout the year demonstrated the resilience of WTW’s colleagues and a diversified portfolio of products and services, amid challenges caused by the COVID-19 pandemic and a shift in WTW’s strategy as an independent company. Despite these unprecedented circumstances, the Company continued to serve our clients, protect our colleagues and safeguard our business fundamentals.

With the COVID-19 pandemic, the Company continued its comprehensive set of global processes to stabilize business operations while providing high quality service to clients. This included ongoing global business continuity and incident management efforts to restrict travel, limit office access and enhance our global workforce to a work-from-home protocol with split team operations for our essential workers. The Company regularly considered the impact of the pandemic on our business and stress tested the rigor of our business resilience, continuity plans, forecasting and liquidity management. Throughout 2021, the Company took decisive measures to reinforce working capital discipline and reduce discretionary spending.

From March 2020 through July 2021, the Board of Directors (the “Board”) and leadership drove the Company towards the closing of the business combination with Aon plc (“Aon”), which would have been an all-stock transaction with a combined equity value of approximately $80 billion. One of the goals of the combination was to accelerate elements of the Company’s pre-existing strategy. At the same time as leadership was driving towards the closing of the transaction, they were also managing the day-to-day business of the Company. When the proposed Aon combination was terminated in July, after almost 18 months of integration planning and closing preparations and after a period of substantial uncertainty, the Board and leadership quickly shifted their attention to supporting the Company on an independent path. With the combination no longer feasible, the Company took decisive actions to accelerate its standalone strategy and aggressive steps to retain colleagues and recruit new talent, to enhance its ability to serve clients and to create value for stakeholders. In particular, the Company quickly announced a CEO successor, hired a new CFO and took significant steps to refresh the Board; transformed its senior management structure through the creation of a new Global Leadership Team and simplified the Company’s organizational structure; sold its treaty reinsurance business, generating several billion dollars of capital for focused investments and share repurchases; and created and launched an ambitious strategic plan to grow, simplify and transform with plans to refresh the WTW brand.

These actions, combined with the commitment of our leaders and colleagues, helped WTW deliver solid financial results in 2021 and position the Company for future years.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		i

 

Proxy Statement Proposal Highlights

The below provides an overview of each of the proposals being presented at the Company’s 2022 Annual General Meeting of Shareholders. For more complete information, please review the respective proposals in their entirety.

 

Items of Business:				Page number		Board vote recommendation
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 annual general meeting of shareholders		1		FOR
2.		Ratify the Appointment of the Independent Auditors in an Advisory (Non-binding) Vote and Fix the Independent Auditors’ Remuneration in a Binding Vote   To ratify, on a non-binding advisory basis, the selection of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and to authorize the Board, acting through the Audit and Risk Committee, to fix the remuneration of the independent auditors on a binding basis		32		FOR
3.		Approve Named Executive Officer Compensation in an Advisory (Non-binding) Vote   To approve, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers		36		FOR
4.		Renew the Board’s Existing Authority to Issue Shares under Irish Law   To renew the Board’s authority to issue up to approximately 33% of the Company’s issued ordinary share capital as of March 23, 2022, for a period expiring 18 months from the passing of the resolution		97		FOR
5.		Renew the Board’s Existing Authority to Opt Out of Statutory Pre-emption Rights under Irish Law   To renew the Board’s authority to issue, free of pre-emptive rights, up to 5% of the Company’s issued ordinary share capital as of March 23, 2022 (and an additional 5% provided the Company uses it only in connection with an acquisition or approved capital acquisition) for a period expiring 18 months from the passing of the resolution		98		FOR
6.		Approve the Creation of Distributable Profits by the Reduction and Cancellation of the Company’s Share Premium Account   To approve the creation of distributable profits, by the reduction and cancellation of the entire amount standing to the credit of the Company’s share premium account or such lesser amount as the Board of Directors or the High Court of Ireland (the “High Court”) may determine		100		FOR
7.		Amend and Restate the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, Including to Increase the Number of Shares Authorized for Issuance under the 2012 Plan   To amend the 2012 Plan to increase by 2,000,000 the number of ordinary shares reserved for issuance under the 2012 Plan, among other amendments described in the proposal		102		FOR

 

	ii			WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

 

Table of Contents

 

Proxy Statement Highlights					i
Proposal No. 1:		Elect Directors			1
Corporate Governance					15
Proposal No. 2:		Advisory (Non-binding) Vote to Ratify the Appointment of Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit and Risk Committee, to Fix the Independent Auditors’ Remuneration			32
Proposal No. 3:		Advisory (Non-binding) Vote on Named Executive Officer Compensation			36
Executive Compensation: Compensation Discussion and Analysis					37
Compensation Committee Report					64
Compensation Committee Interlocks and Insider Participation					64
Compensation Tables					65
Proposal No. 4:		Renew the Board’s Existing Authority to Issue Shares under Irish Law			97
Proposal No. 5:		Renew the Board’s Authority to Opt Out of Statutory Pre-emption Rights under Irish Law			98
Proposal No. 6:		Approve the Creation of Distributable Profits by the Reduction and Cancellation of the Company’s Share Premium Account			100
Proposal No. 7:		To Amend and Restate the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, Including to Increase the Number of Shares Authorized for Issuance under the 2012 Plan			102
Securities Authorized for Issuance under Equity Compensation Plans					113
Additional Information:					114
Security Ownership of Certain Beneficial Owners and Management					114
Incorporation by Reference					116
Information about the Proxy Materials and the 2022 Annual General Meeting of Shareholders					116
Shareholder and Other Proposals for the 2023 Annual General Meeting					121
Disclaimer Regarding Forward-Looking Statements					122
Exhibit A:		The Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (as Amended and Restated June 8, 2022)			123

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		iii

 

Proposal No. 1: Elect Directors

Our Board is responsible for overseeing our global business in a manner consistent with its fiduciary duties. This oversight requires highly skilled individuals with various qualities, attributes and professional experience. The Corporate Governance and Nominating Committee (the “Governance Committee”) continuously assesses the Board’s size and composition to determine if it is effective and represents the long-term interests of shareholders.

As discussed further below, the Governance Committee believes that the slate of nominees as a whole reflects the collective knowledge, integrity, reputation and leadership abilities, and the diversity of skills and experience and attributes that are appropriate for the Company’s governance. At the Governance Committee’s recommendation, the Board has nominated the individual nominees listed in this Proposal No. 1 to serve until the next Annual General Meeting of Shareholders unless they are removed or resign before that meeting.

The Board unanimously recommends a vote “FOR” the election of each of the directors.

Required Vote

Our directors are elected by way of separate resolutions, each of which requires the affirmative vote of a majority of the votes cast by shareholders at the Annual General Meeting of Shareholders, and hold office until the next Annual General Meeting of Shareholders unless they are removed or resign before that meeting. Any nominee for director who does not receive a majority of the votes cast is not elected to the Board.

Diversity

We are committed to maintaining diversity on our Board as provided in our Corporate Governance Guidelines. Both the Board and the Governance Committee believe that Board diversity is important to ensure a balanced Board with a rounded perspective. Diversity is broadly interpreted by the Board to include viewpoints, background, experience, industry knowledge and geography, as well as more traditional characteristics of diversity, such as race and gender. We have significantly refreshed our Board since our last annual general meeting of shareholders with four new independent directors joining the Board since January 1, 2022 and a fifth nominated for election, creating a further diverse Board (as self-identified). We believe that our commitment to diversity is demonstrated by our Board composition, which reflects diversity of gender, ethnicity and nationality, and varied backgrounds and skill sets, including as follows (assuming all nominated directors are elected and have joined the Board):

 

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44% of directors identify as female;

 

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approximately 11% of directors identify as LGBT+;

 

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approximately 11% of directors identify as Black; and

 

●

approximately 44% with non-U.S. citizenship.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		1

Proposal No. 1: Elect Directors (continued)

 

 

The table below provides additional diversity information about our Board as of the 2022 Annual General Meeting of Shareholders (assuming all nominees are elected), in the categories listed below, each of which has the meaning as it is used in Nasdaq Listing Rule 5605(f).

 

Board Diversity Matrix1
Board Size:
Total Number of Directors		9
		Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		4		5		—		—
Part II: Demographic Background
African American or Black		1		—		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		3		5		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		1		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

 

1	Includes all nine director nominees, including Mr. Reilly, who, if elected, will join the Board effective October 1, 2022.

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 analyzed by the office of the Corporate Secretary to interviews, 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:

 

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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:

 

O

Board composition and structure;

 

O

meetings, materials and topics;

 

O

Board interaction with management;

 

2		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proposal No. 1: Elect Directors (continued)

 

 

O

continuing education; and

 

O

effectiveness of the Board.

 

●

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

 

O

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

 

O

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

 

O

by the full Board, with discussions being led by the Non-Executive 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 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.

Board and CEO Succession

As previously announced, the Company had been engaging in a thorough, multi-year succession planning process prior to announcing the transaction with Aon in March 2020, including planning with respect to CEO succession and with respect to the composition of the Board. In 2021, including following the termination of the proposed transaction with Aon, the Board continued its work on succession planning, making announcements with respect both the transition to a new CEO and changes to Board composition.

CEO Succession

Following a succession planning process, including input from a third-party consultant to assess the experience and attributes of potential internal and external candidates, the Board appointed Mr. Hess as CEO, effective January 1, 2022. Mr. Hess served as a President from August 16, 2021 until his predecessor as CEO and a Board member, John Haley, retired at the end of 2021, as previously scheduled in his contract. For further information on Mr. Hess’s experience, see his biographical information below.

Board Succession

Following a succession planning process, including input from a third-party consulting firm and investors, the Board appointed four new independent directors, each of whom is nominated for election at the 2022 Annual General Meeting of Shareholders along with a fifth new independent director. In particular, concurrent with the transition to Mr. Hess as the new CEO, Dame Inga Beale, Mr. Michael Hammond and Ms. Michelle Swanback joined the Board, effective January 1, 2022. Additionally, Ms. Fumbi Chima joined the Board, effective April 1, 2022, and Mr. Paul Reilly is nominated for election to the Board, effective October 1, 2022. For further information on the new directors’ experience, see their biographical information below.

In order to facilitate the director transition process and spend time on other commitments, Mr. Jaymin Patel stepped down from the Board on January 1, 2022, at which time three of the new, independent directors and the Company’s new CEO joined the Board. Further, Mr. Victor Ganzi, Ms. Anna Catalano, Ms. Wendy Lane and Mr. Wilhelm Zeller decided not to run for re-election to the Board at the 2022 Annual General Meeting of Shareholders. The Board appointed Mr. Paul Thomas to serve as the next Non-Executive Chair of the Board, succeeding Mr. Ganzi at the conclusion of his term at the 2022 Annual General Meeting of Shareholders. If re-elected to the Board, Mr. Thomas’s term as Chair will commence at the conclusion of the 2022 Annual General Meeting of Shareholders and will continue until the conclusion of the 2023 Annual General Meeting of Shareholders.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		3

Proposal No. 1: Elect Directors (continued)

 

 

As a result of the foregoing, immediately following the 2022 Annual General Meeting of Shareholders (assuming all director nominees are elected), the Board will be composed of eight directors, four of whom will be new to the Board as of 2022. In addition, as of October 1, 2022 (assuming all director nominees are elected), the Board will be composed of nine directors, five of whom will be new to the Board as of 2022, respectively. Following the 2022 Annual General Meeting of Shareholders the Board will also have a new Chair.

Director Qualifications

When recommending an individual for new or continued membership on the Board, the Governance Committee considers each nominee’s individual qualifications in light of the overall mix of attributes represented on the Board, and the Company’s current and future needs. In its assessment of each nominee, the Governance Committee considers, at a minimum, the person’s integrity, experience, reputation, judgment, independence, maturity, skills and personality, commitment and, for current directors, his or her performance on the Board and its Committees.

Additionally, the Governance Committee:

 

●

considers each director’s ability to devote the time and effort necessary to fulfill responsibilities to the Company and, for current directors, whether each director has attended at least 75% of the aggregate of the total number of meetings held by the Board and any committee on which he or she served. In 2021, all directors satisfied these criteria.

 

●

believes service on other public or private boards in markets around the world enhances a director’s knowledge and board experience.

 

●

considers the experience of a director on other boards and board committees in both nomination decisions and in recommending the membership slate for each of the Company’s Board Committees.

 

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believes that leadership experience, including through employment as CEO or senior executive of a public company or membership on the board of directors of a public company, is important to the Board’s ability to oversee management and the Company’s growth strategy.

 

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believes that, because of the Company’s global reach, international experience or knowledge of or experience in a key geographic area is important.

 

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seeks a high level of financial literacy and experience for the Board and its Committees, in light of the Company’s public and global nature (including conducting business in different countries and currencies).

 

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believes that, as the Company’s business also requires continuous compliance with the regulatory requirements of various agencies, legal, governmental or regulatory knowledge is helpful.

 

●

believes that the Company distinguishes itself from its competitors through marketing and, as a result, having one or more directors with a strong marketing perspective is also beneficial.

 

●

believes that knowledge of the Company’s business and industries, operational transformation, as well as technology and information security is also important. Based on such knowledge, the Governance Committee believes the director nominees are uniquely positioned to oversee the Company’s long-term strategy.

In assessing whether directors and director nominees have sufficient time to devote to Board duties and responsibilities, the Governance Committee considers, among other things, the number of other public company boards of directors on which a director serves as well as other commitments. The Company’s Corporate Governance Guidelines restrict the number of public company boards on which our directors may serve. None of the Company’s directors are considered “overboarded” under the Guidelines. The Board believes that each director has demonstrated the ability to devote sufficient time and attention to Board and Committee duties, and otherwise fulfill the responsibilities required of directors.

 

4		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proposal No. 1: Elect Directors (continued)

 

 

The Board evaluates each director nominee and each director’s continued service on the Board, based on his or her own merits, knowledge, experience and attributes. For this reason, the Board has not adopted a mandatory retirement age as it believes that doing so might hinder the selection or continued service of a director who would serve as an asset to the Board.

We have highlighted below some key qualifications, attributes, skills and experiences of each director nominee at the Annual General Meeting 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.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		5

Proposal No. 1: Elect Directors (continued)

 

 

 

Independent Director; Audit and Risk Committee Member; Operational Transformation Committee Member   Director qualification highlights include:   •  CEO/management experience   •  Industry experience   •  Financial expertise		Dame Inga Beale   Dame Inga Beale, 58, has served on the Board since January 1, 2022.   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 has 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 is currently also a director of NN Group N.V., Crawford and Company, and Mediclinic International plc, where she is Chair. Ms. Beale is a Chartered Insurer and studied economics and accounting at Newbury College, Berkshire, England.   The Board has concluded that Ms. Beale should serve on the Board due to 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.

 

6		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proposal No. 1: Elect Directors (continued)

 

 

 

Independent Director; Audit and Risk Committee Member; Governance Committee Member   Director qualification highlights include:   •  Executive/management experience   •  International business experience   •  Information technology expertise		Fumbi Chima   Fumbi Chima, 47, has served on the Board since April 1, 2022.   Ms. Chima is currently the Executive Vice President and Chief Information Officer, a role she has had since 2020, at Boeing Employees’ Credit Union (BECU), a not-for-profit financial cooperative. Prior to BECU, Ms. Chima served in leadership roles at various companies in the retail and financial sectors, including 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 boards of AZEK Company, Inc., a manufacturer of residential and commercial building products, Ted Baker plc, a British luxury clothing company, and Whitbread plc, a British hospitality company. Previously, Ms. Chima served as an independent member of the board of directors of Africa Prudential plc, technology-driven share registration and investor service provider, from August 2020 through March 2022, and 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.   The Board has concluded that Ms. Chima should serve on the Board due to her global business and technology experience 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.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		7

Proposal No. 1: Elect Directors (continued)

 

 

 

Independent Director; Compensation Committee Member; Operational Transformation Committee Member   Director qualification highlights include:   •  CEO/management experience   •  International business experience   •  Industry expertise		Michael Hammond   Michael Hammond, 64, has served on the Board since January 1, 2022.   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. 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. Mr. Hammond currently serves as the Chairman of The London Insurance Market Charitable Trust and as a member of the University of East Anglia Student Business Enterprise Fund and Advisory Board. Mr. Hammond received his Bachelor of Arts in Economics and Social Studies from the University of East Anglia.   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.

 

 

8		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proposal No. 1: Elect Directors (continued)

 

 

 

Chief Executive Officer   Director qualification highlights include:   •  CEO/management experience   •  International business experience   •  Financial expertise		Carl Hess   Carl Hess, 60, 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.   The Board has concluded that Mr. Hess should 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.

 

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		9

Proposal No. 1: Elect Directors (continued)

 

 

 

Independent Director; Audit and Risk Committee Chair; Corporate Governance and Nominating Committee Member   Director qualification highlights include:   •  CEO/management experience   •  International business experience   •  Relevant board and committee experience		Brendan O’Neill   Brendan O’Neill, 73, has served on the Board since January 4, 2016 and as Chair of the Audit Committee/the Audit and Risk Committee since the Merger. Prior to that, starting in January 2010, Dr. O’Neill served on the legacy Towers Watson board and as Chair of the Nominating and Governance Committee and as a member of the Compensation Committee. Dr. O’Neill previously served as a director of Watson Wyatt from July 2006 to 2009.   In addition to serving on the Willis Towers Watson Board, Dr. O’Neill serves on the board of Willis Limited, the principal subsidiary of Willis Towers Watson regulated by the Financial Conduct Authority, the financial services industry regulator in the U.K. Dr. O’Neill serves on the Willis Limited Audit Committee and Enterprise Risk Management Committee.   Dr. O’Neill previously served on the public company boards of Tyco International Ltd., Informa plc, Aegis Group plc and Endurance Specialty Holdings Ltd, and on the private company board of Drambuie Ltd. as well as Deputy Chairman for the Institute for Cancer Research from June 2016 to April 2021. In addition, from 2003 until 2006, Dr. O’Neill served as an independent director for a range of companies.   Dr. O’Neill served as CEO and Director of Imperial Chemical Industries PLC (“ICI”), a manufacturer of specialty products and paints, until April 2003. Dr. O’Neill joined ICI in 1998 as its COO and Director, and was promoted to CEO in 1999. Prior to Dr. O’Neill’s career at ICI, he held numerous positions at Guinness PLC, including Chief Executive of Guinness Brewing Worldwide Ltd, Managing Director International Region of United Distillers, and Director of Financial Control. Dr. O’Neill also held positions at HSBC Holdings PLC, BICC PLC and the Ford Motor Company. He holds an M.A. in Natural Sciences from the University of Cambridge and a Ph.D. in Chemistry from the University of East Anglia, and is a Fellow of the Chartered Institute of Management Accountants (U.K.).   The Board has concluded that Dr. O’Neill should continue to serve on the Board due to, among other things, his significant experience as CEO and as a senior executive of a number of U.K.-headquartered global businesses, including ICI, a former constituent of the FTSE 100 Index. The Board believes that Dr. O’Neill’s accounting and financial background and his service on international public company boards, including both Irish and U.K. companies, provide significant insight into international business management, strategy and oversight. In addition, Dr. O’Neill’s simultaneous Willis Towers Watson and Willis Limited board service is instrumental in facilitating communication between the boards of the two companies.

 

 

10		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proposal No. 1: Elect Directors (continued)

 

 

 

Independent Director; Compensation Committee Member; Corporate Governance & Nominating Committee Member   Director qualification highlights include:   •  CEO/management experience   •  Relevant board and committee experience   •  Marketing experience		Linda Rabbitt   Linda Rabbitt, 73, has served on the Board since January 4, 2016. Prior to that, starting in July 2010, Ms. Rabbitt served on the legacy Towers Watson board and as the Lead Director and a member of the Compensation Committee and the Nominating and Governance Committee. She also previously served as a director of Watson Wyatt from 2002 to 2009.   Ms. Rabbitt is the founder and Chair of Rand Construction Corporation, a commercial construction company founded in 1989 that specializes in building renovation and tenant build-outs. Ms. Rabbitt served as CEO of Rand Construction Corporation from 1989 through the end of 2018. Prior to founding Rand Construction Corporation, Ms. Rabbitt was the co-founder and co-owner of Hart Construction Company, Inc., a commercial tenant construction company. From 1981 to 1985, Ms. Rabbitt was with KPMG (formerly Peat Marwick), where she was Director of Marketing from 1982 to 1985. Ms. Rabbitt previously served as a director of Brookfield Properties, a commercial real estate company, and as a Class C director of the Federal Reserve Bank of Richmond and served as Chair of the board from January 2013 through December 2014.   Ms. Rabbitt currently serves as a director of the Greater Washington Board of Trade and the Economic Club of Washington, D.C. She previously served as a director of Leadership Greater Washington and as a trustee of George Washington University, and is a past Chair and the current Treasurer of the Federal City Council. Ms. Rabbitt holds a B.A. from the University of Michigan, Ann Arbor and an M.A. from George Washington University.   The Board has concluded that Ms. Rabbitt should continue to serve on the Board due to, among other things, her significant experience gained from being the founder and CEO of a prominent construction business and building and growing the company’s business. The Board believes that Ms. Rabbitt’s significant leadership and management experience, combined with her prior role at a global auditing/consulting firm, provides significant insight into business development, marketing, management and risk oversight.

 

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		11

Proposal No. 1: Elect Directors (continued)

 

 

 

Independent Director Nominee (service to commence October 1, 2022)   Director qualification highlights include:   •  Executive/management experience   •  Financial expertise   •  International business experience		Paul Reilly   Mr. Reilly, 67, will serve on the Board, effective October 1, 2022, if elected at the 2022 Annual General Meeting of Shareholders.   Mr. Reilly is currently the Chief Executive Officer and Chair of the board of Raymond James Financial, a multi-national independent investment bank and financial services company, having served as CEO since 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 organization, 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 as the Chair of the American Securities Association (ASA) 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 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.   The Board has concluded that Mr. Reilly should 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.

 

 

12		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proposal No. 1: Elect Directors (continued)

 

 

 

Independent Director; Compensation Committee Member; Operational Transformation Committee Member   Director qualification highlights include:   •  Management experience   •  Technology experience   •  Operational transformation experience		Michelle Swanback   Michelle Swanback, 53, has served on the Board since January 1, 2022.   Ms. Swanback served as President, Product and Platform, of The Western Union Company from 2020 through March 31, 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. She also 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.   The Board has concluded that Ms. Swanback should serve on the Board due to her management, technology and operational transformation experience.

 

 

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		13

Proposal No. 1: Elect Directors (continued)

 

 

 

Independent Director; Non-Executive Chair of the Board (following election at the 2022 Annual General Meeting) Operational Transformation Committee Chair; Audit and Risk Committee Member   Director qualification highlights include:   •  CEO/management experience   •  Relevant board and committee experience   •  Financial expertise		Paul Thomas   Paul Thomas, 65, has served on the Board since January 4, 2016 and as Chair of the Operational Transformation Committee since January 2022. Prior to that, starting in January 2010, Mr. Thomas served on the legacy Towers Watson board and as a member of the Audit Committee and the Risk Committee.   From November 2016 through March 2019, Mr. Thomas served as Senior Advisor of ProAmpac, a leading global flexible packaging company. Mr. Thomas retired on March 31, 2016 from his role as senior executive with the Rank Group NA, a position he had held since January 2011. He was previously the CEO of Reynolds Packaging Group from February 2008 through January 2011, when Alcoa sold the Reynolds Packaging Group business to the Rank Group. Mr. Thomas joined Alcoa in 1978 and, prior to the sale of its packaging businesses, most recently served as Executive Vice President for Alcoa and Group President for its Packaging and Consumer businesses. His prior roles included Executive Vice President responsible for the Alcoa Rolled and Engineered Products Group and Executive Vice President for People and Culture. Mr. Thomas holds a B.S. in Metallurgical Engineering and Material Sciences from Lehigh University and an Executive M.B.A. from the University of Tennessee.   The Board has concluded that Mr. Thomas should continue to serve on the Board due to, among other things, his significant experience as CEO or a senior executive at various large global companies, including his service as senior executive of the Rank Group NA, CEO of Reynolds Packaging Group and Executive Vice President of Alcoa. The Board believes that Mr. Thomas’s relevant management and Committee experience provides significant insight into financial and risk management as well as global strategy and operations.

 

14		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

 

Corporate Governance

The Company believes good governance is critical to achieving long-term shareholder value. We are committed to governance policies and practices that serve the long-term interests of the Company and its shareholders.

Corporate Governance Highlights

 

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		15

Corporate Governance (continued)

 

 

Board and Committee Member Independence

Based on the recommendation of the Governance Committee, the Board has determined that, with the exception of Mr. Hess, (i) each of the current directors and director nominees and (ii) each of the Board Committee members is independent under the relevant SEC rules, NASDAQ listing standards and the Board’s Director Independence Standards. The Board’s Director Independence Standards are part of the Company’s Corporate Governance Guidelines, which were adopted by the Board and which comply with the requirements of NASDAQ listing standards.

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, receives services from, or provides charitable donations to, certain organizations affiliated with the directors by virtue of their directorship, employment status or share ownership. In addition, in the ordinary course of business and on an arm’s-length basis, certain directors receive broking services from the Company on a personal basis. 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 11 times in 2021. Additionally, the Board met informally with management on numerous occasions during the course of the year to discuss, among other things, strategic, operational and management issues. All directors standing for re-election who were on the Board in 2021 attended at least 75% of the aggregate of the total number of Board meetings and of any Committee on which they served in 2021.

The independent directors held separate executive sessions without management either before or after each of the Board’s regularly scheduled meetings in 2021.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 each Annual General Meeting of Shareholders. All directors standing for re-election who were on the Board in 2021 participated in the 2021 Annual General Meeting of Shareholders.

Board Leadership Structure

As noted above, the members and chairs of each of the Board Committees are independent based on SEC, NASDAQ and governance standards. As a result, independent directors directly 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 has determined that the Company and its shareholders are currently best served by having the roles of Board Chair and CEO undertaken by different individuals. In the event they are not, the Corporate Governance Guidelines provide for the appointment of a Presiding Independent Director.

Mr. Ganzi has served as the Independent Non-Executive Chair of the Board since January 1, 2019 and was re-elected by the Board to serve as Chair until the 2022 Annual General Meeting of Shareholders, at which time he will retire from the Board. Following the Annual General Meeting, Mr. Thomas will serve as

 

16		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Corporate Governance (continued)

 

 

the Non-Executive Board Chair for a term to be renewed each year by the Board. Pursuant to the Company’s Corporate Governance Guidelines, the Non-Executive Chair:

 

●

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.

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.

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.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		17

Corporate Governance (continued)

 

 

Board Committee Slates

Prior Board Committee Composition

As discussed further below, as of January 1, 2022, the Board combined the Audit Committee and the Risk Committee to form the Audit and Risk Committee and created a new Operational Transformation Committee. For the fiscal year 2021, prior to the combination of the Audit Committee and Risk Committee and the formation of the Operational Transformation Committee, the Board Committee composition was as follows:

 

Audit

Compensation

Corporate Governance & Nominating

Risk

Anna Catalano (1)

X

X

Victor Ganzi (1)

X

X*

John Haley

Wendy Lane

X*

X

Brendan O’Neill

X*

X

Jaymin Patel (1)

X

X

Linda Rabbitt

X

X

Paul Thomas

X*

X

Wilhelm Zeller (1)

X

X*

 

*	Designates Committee Chair

Current Board Committee Composition

The current Board Committee composition as well as the combined Audit and Risk Committee and formation of the Operational Transformation Committee, is as follows:

 

		Audit & Risk (3)		Compensation		Corporate      Governance &      Nominating		Operational      Transformation      (4)
Dame Inga Beale		X						X
Anna Catalano (1)		X				X
Fumbi Chima		X				X
Victor Ganzi (1)				X		X*
Michael Hammond				X				X
Carl Hess
Wendy Lane (1)				X*		X
Brendan O’Neill		X*				X
Linda Rabbitt				X		X
Michelle Swanback				X				X
Paul Thomas (2)		X						X*
Wilhelm Zeller (1)		X				X

 

*	Designates Committee Chair

 

(1)	Ms. Catalano, Mr. Ganzi, Ms. Lane and Mr. Zeller are retiring from the Board at the 2022 Annual General Meeting of Shareholders. Mr. Patel retired from the Board on January 1, 2022.

 

18		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Corporate Governance (continued)

 

 

(2)	At the conclusion of the 2022 Annual General Meeting of Shareholders, Mr. Thomas will succeed Mr. Ganzi as Non-Executive Chair of the Board.

 

(3)	The Audit Committee and Risk Committee were combined effective January 1, 2022.

 

(4)	The Operational Transformation Committee was formed effective January 1, 2022.

General Description of Board Committee Responsibilities

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

 

●

the integrity of the Company’s financial statements;

 

●

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

 

●

the Company’s compliance with financial, legal and regulatory requirements;

 

●

the independent auditors’ qualifications and independence;

 

●

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

 

●

the establishment and maintenance of proper internal accounting controls and procedures;

 

●

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 or auditing matters as reported 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;

 

●

the Company’s identification and management of material enterprise risks;

 

●

the overall enterprise risk management framework and practices used by the Company to identify, assess and manage key risks facing the Company and significant emerging risks;

 

●

the development of plans for risk mitigation for the most significant risks to the Company and monitoring management’s implementation of such plans, and the effectiveness generally of enterprise risk mitigation strategies and activities; and

 

●

management’s approach to risk identification, risk tolerance, risk assessment and risk management for strategic and financial risks facing the Company, as well as operational risks arising out of responsibilities identified in the Committee’s charter, including without limitation risks related to compliance and internal control matters (it being acknowledged that other Board committees have responsibility with respect to the oversight of specified compensation and human capital risks, operational and operational transformation risks, and governance risks, as set forth in their charters).

The Audit and Risk Committee’s focus on risk includes, strategic risk, including risks relating to strategic planning and execution, major financial risk exposures and the steps management has taken to monitor and control such risks, including risks relating to internal controls, disclosure controls and procedures, tax and pension matters, and mergers and acquisitions, among other items. In that regard, pursuant to its charter, the Audit and Risk Committee meets annually with the Compensation Committee Chair concerning the Compensation Committee’s risk assessment of the Company’s compensation programs. The Audit and Risk Committee is also responsible for reviewing new material transactions, products or services requiring Board approval and, in that connection, making recommendations to the Board regarding the adequacy of the Company’s resources to performance its risk management responsibilities.

The Audit and Risk 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 and Risk Committee discusses with

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		19

Corporate Governance (continued)

 

 

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 and Risk 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.

Dr. O’Neill is an independent audit committee financial expert, as defined by Regulation S-K, and all Audit and Risk Committee members are financially sophisticated under NASDAQ listing standards in light of their financial experience. In December 2021, the Board determined to combine the Audit Committee and Risk Committee of the Board. Following its combination, the Audit and Risk Committee did not meet in 2021. The Audit Committee met formally five times in 2021, and the Risk Committee met formally four times in 2021. In addition to holding formal meetings, the Audit Committee and Rick Committee members met informally during the course of the year to discuss and review financial matters related to the Company and its SEC filings (including earnings releases for the Audit Committee). Each of the Committees previously met in executive session frequently, and after its formation, the Audit and Risk Committee also frequently meets in executive sessions, including separate meetings with management, the internal auditors and external auditors.

The Compensation 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;

 

●

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, including recruiting and development strategies, inclusion and diversity initiatives and the development of senior leaders.

 

20		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Corporate Governance (continued)

 

 

●

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 2021, the Compensation Committee met formally seven times. In addition to holding formal meetings, the Committee members met informally during the course of the year to discuss compensation-related matters and acted from time to time by unanimous written consent. After regularly scheduled meetings, the Committee also met in executive session, which included meetings with the compensation consultant.

The Corporate Governance and Nominating 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;

 

●

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;

 

●

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;

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		21

Corporate Governance (continued)

 

 

●

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 environmental, social and governance (“ESG”) initiatives (except as delegated to other Board Committees), with the relevant Board Committees managing their ESG responsibilities as set forth in their respective charters, and reporting to the Board, as appropriate;

 

●

reviewing the Company’s ESG 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 annual general meeting of shareholders; 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 2021, 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 also met informally on numerous occasions during the course of the year to discuss governance-related matters, including director succession.

The Operational Transformation Committee generally assists the Board with the following:

 

●

helping to oversee the implementation of the Company’s operational transformation plan, which aims to achieve significant run rate cost savings by the end of 2024;

 

●

overseeing risk management in relation to the operational transformation plan and arising out of the Company’s operational processes and functions that support the Company’s business;

 

●

discussing and reviewing with management efforts to develop, implement and monitor the operational transformation plan and drive operational efficiencies;

 

●

receiving reports and presentations from management and outside advisors regarding operational risk areas covered by the Committee’s charter; and

 

●

conferring with the Audit and Risk Committee Chair with respect to risk assessments relating to the operational transformation plan.

The Operational Transformation Committee was formed effective as of January 1, 2022, and will have a term ending on December 31, 2024, concurrent with the conclusion of the Company’s operational transformation plan. The Operational Transformation Committee’s risk oversight includes, among other items, technology and information security risk, business continuity, market security processes, supplier management, and material new products and services that create significant operational risks. The Committee did not meet in 2021, but generally holds executive sessions after each Committee meeting and meets informally, as appropriate.

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

 

22		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Corporate Governance (continued)

 

 

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, diversity, 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.

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@willistowerswatson.com.

The Board’s Role in Risk Oversight

The Company’s management is responsible for the day-to-day management of risks and the Board, including through its Committees, is responsible for understanding and overseeing the various risks facing the Company. Effective risk oversight is an important priority of the Board.

The Board implements its risk oversight function both as a whole and through delegation to its Committees, which meet regularly and report back to the Board. To ensure that the Board executes on its priorities with an appropriate focus on risk generally, effective January 1, 2022, the Board formed a separate Operational Transformation Committee in addition to combining its Audit and Risk Committees. The Board has generally delegated, through respective Board Committee Charters, (i) to the Audit and Risk Committee, the primary responsibility of assisting the Board in its oversight of the enterprise risk management framework, policies and practices used by the Company to identify, assess and manage key risks facing the Company, including financial and strategic risks as well as risks relating to compliance and internal control matters, tax matters and pension matters, among other matters; and (ii) to the Operational Transformation Committee, the oversight of risks arising out of the Company’s operations that support the Company’s businesses, including risks relating to the Company’s operational transformation plan as well as risks related to information security, processes that support quality control within the businesses, business continuity activities and supplier management, among other matters. The Board has also delegated to its other Committees the oversight of risks within their areas of responsibility and expertise. For information on the Board Committees, their responsibilities and areas of risk oversight, see the section above entitled “— General Description of Board Committee Responsibilities” and “— ESG Oversight and Activities.”

In addition, an overall review of risk is inherent in the Board’s consideration of the Company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters. The Company believes that its Board leadership and Committee structure supports the risk oversight function of the Board. Moreover, the Board’s role in risk oversight of the Company is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its Committees providing oversight in connection with those efforts. Management regularly communicates with the Board, its Committees and individual directors about significant risks identified and how they are being managed. The Board also oversees management’s crisis preparedness planning.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		23

Corporate Governance (continued)

 

 

To learn more about risks facing the Company, review the factors included in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ending December 31, 2021 as updated by subsequent filings by the Company 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 may currently be deemed to be immaterial also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.

ESG Oversight and Activities

In 2019, the Company formed a cross-functional management committee to coordinate and communicate on the Company’s ESG initiatives. Information on our ESG commitments and the various ESG-related awards we have received is available on our website at https://www.wtwco.com/en-US/About-Us/environmental-social-and-governance, which information is not part of or incorporated by reference into this Proxy Statement.

With respect to Board oversight of ESG matters in general, the Board takes an approach that the most appropriate Committee should maintain oversight over a particular issue rather than concentrating all ESG initiatives into any one Committee. The Committees report to the Board as appropriate. For example:

 

●

The Governance Committee has oversight of ESG initiatives, reviews ESG disclosure in the proxy statement and discusses with management, on an annual basis, its corporate social responsibility initiatives, which include the Company’s environmental sustainability program and charitable contributions.

 

●

The Audit and Risk 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 strategic and operational risks (other than with respect to operational transformation and risks overseen by the Operational Transformation Committee) facing the Company. The Audit and Risk Committee reviews ESG financial disclosure included in documents filed with the SEC or required under Irish law.

 

●

The Operational Transformation Committee oversees 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 risks, if identified as having a material impact on the business strategy or operations.

 

●

The Compensation Committee reviews talent and culture, including inclusion and diversity, as well as social initiatives such as gender pay gap reporting.

ESG Commitments

Our clients, colleagues and other stakeholders expect us to conduct our business with integrity and in an environmentally and socially responsible manner with the highest ethical standards. We take these expectations seriously and 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.

Accordingly, our principles reflect an aspirational commitment to:

 

●

Demonstrating that we are a responsible and ethical business partner by conducting our business based on our Code of Conduct and our Company values, which emphasize managing all relationships with fairness, decency and good citizenship.

 

 

24		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Corporate Governance (continued)

 

 

 

●

Enabling our colleagues to reach their full potential by fostering a culture of mutual respect and security, an inclusive and diverse work environment, annual formal engagement via company-wide surveys as well as frequent pulse surveys and other listening mechanisms, an array of professional development opportunities, safe working conditions and fair hiring and labor standards. Each year our leaders adopt diversity and inclusion-focused objectives through the company, and we continue to look for ways to ensure an objective and fair process that mitigates human biases in all of our talent programs and processes. Examples of our inclusion and diversity activities and recognitions include:

 

O

Globally:

 

●

For the seventh year running, we were a global festival partner of the Dive In festival for inclusion and diversity in insurance, holding events across the company globally.

 

●

Since 2019, we have been included in the Bloomberg Gender-Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation, and transparency.

 

●

In 2021, we became one of the 44 founding members of the World Economic Forum’s Racial Justice in Business Initiative. The purpose of this initiative is to build more equitable and just workplaces for professionals with under-represented racial and ethnic identities.

 

O

In the U.S.: We have been recognized by the Human Rights Campaign Foundation as a “Best Place to Work” for LGBT+ equality since 2015.

 

O

In the U.K.: We are a member of Stonewall’s Diversity Champions program, an employers’ forum for sexual orientation and gender identity equality.

 

●

Strengthening our communities through philanthropic activities, including Matching Gifts and Volunteer Day Programs that provide our colleagues with paid opportunities to volunteer their time and amplify their charitable giving through gift matching.

 

●

Minimizing our environmental impact and carbon emissions through improvements to energy efficiency in our operations, reducing our need for business travel through the use of virtual meeting technologies, promoting recycling, minimizing the waste we send to landfill, purchasing environmentally-responsible office supplies and encouraging our colleagues to adopt environmentally-responsible habits.

 

O

Globally: In 2021, we announced our commitment to delivering net zero greenhouse gas emissions — in alignment with the Science Based Targets Initiative — by 2050 at the latest, with at least a 50% reduction by 2030, across the Company’s business operations. This includes a commitment to achieving 100% renewable energy supplies across the Company’s real estate portfolio.

 

●

Improving our suppliers’ ESG impacts by increasing our demand for and use of goods that are developed in a sustainable way and contribute to a reduced carbon footprint, tracking supplier diversity, including ESG questions and evaluation criteria within our procurement processes, and aiming to have in place a form of supplier contract that stipulates all operations must be conducted in full compliance with all applicable laws in connection with the contract.

 

●

Being closely involved with various governments, intergovernmental organizations and civil societies on climate policy and research and sharing the collective ambition of an orderly transition towards sustainable and resilient economies and communities.

 

●

Participating in a variety of collaborations and memberships, including as proud members of the insurance industry initiative ClimateWise, supporters of the Taskforce on Climate-Related Financial Disclosures (“TCFD”), and active members of the Coalition for Climate Resilient Investment.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		25

Corporate Governance (continued)

 

 

Additionally, to reinforce our commitments, we have in place our ESG Taskforce to provide central governance over our ESG efforts across the organization and to ensure our commitments are aligned with the Company’s strategic priorities. The ESG Taskforce is sponsored by our General Counsel, Chief Financial Officer and Chief Administrative Officer, and comprises representatives from across the business segments and corporate functions.

To learn more about our ESG commitments and related statements, including our TCFD Statement and our Sustainability Accounting Standards Board Disclosures (SASB), visit: https://www.wtwco.com/en-US/About-Us/environmental-social-and-governance. The information on, or accessible through, our website is not part of or incorporated by reference into this Proxy Statement.

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.

 

All Non-Employee Directors		●  $125,000 cash fee, payable 100% in equity at the non-employee director’s election; and   ●  time-based restricted share units equal to $160,000 that vest in full on the earlier of (x) the one-year anniversary of the grant date and (y) the next subsequent annual general meeting of shareholders following the grant date.
Non-Executive Chair of the Board		●  $150,000, payable 50% in equity and 50% in cash, or 100% in equity at the Non-Executive Chair’s election.
Audit and Risk Committee Chair (1)		●  $25,000† cash fee
All Other Audit and Risk Committee Members (1)		●  $15,000 cash fee
Compensation Committee Chair		●  $20,000† cash fee
All Other Compensation Committee Members		●  $12,500 cash fee
Governance Committee Chair		●  $17,000† cash fee
All Other Governance Committee Members		●  $10,000 cash fee
Operational Transformation Committee Chair		●  $25,000† cash fee
All Other Operational Transformation Committee Members		●  $15,000 cash fee

 

†	Includes Committee membership fee.

 

(1)

The Audit Committee and Risk Committee were combined effective January 1, 2022. Prior to that time, cash fees for non-employee director service on the respective Committee were as follows: (i) for the Audit Committee Chair, $25,000 (including the Committee membership fee); (ii) for all other Audit Committee members, $15,000; (iii) for the Risk Committee Chair, $20,000 (including the Committee membership fee); and (iv) for all other Risk Committee members, $12,500.

The term of service for the Non-Executive Chair of the Board as well as the Board and its Committees runs from the date of the Annual General Meeting of Shareholders to the date of the next meeting the subsequent year.

 

26		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Corporate Governance (continued)

 

 

The following table sets forth cash and other compensation paid or accrued to the non-employee directors of Willis Towers Watson during 2021. It does not reflect compensation paid to the new directors who joined the Board in 2022.

 

Willis Towers Watson Non-Employee Director		Fees Earned or Paid in Cash ($)				Share Awards ($) (1)				All Other Compensation ($) (2)				Total ($)
Anna Catalano (3)			$150,000			$	160,000				—			$	310,000
Victor Ganzi (4)			$  29,500			$	435,000				—			$	464,500
Wendy Lane (5)			$157,500			$	160,000				—			$	317,500
Brendan O’Neill (6)			$162,500			$	160,000				—			$	322,000
Jaymin Patel (7)			$206,250			$	160,000				—			$	366,250
Linda Rabbitt (8)			$  69,375			$	285,000				—			$	354,375
Paul Thomas (9)			$160,000			$	160,000				—			$	320,000
Wilhelm Zeller (10)			$113,125			$	160,000				—			$	273,125

 

(1)

On May 11, 2021, each of the non-employee directors received 605 time-based restricted share units (“RSUs”), except for (i) Mr. Ganzi who received 1,646 RSUs in connection with his Non-Executive Chair fee and his base director fee equity election and (ii) Linda Rabbitt who received 1,078 RSUs, pursuant to her base director fee equity election. The RSUs vest in full on May 11, 2022, except for Mr. Patel, whose 605 RSUs vested on December 29, 2021. 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 less than €15,000 in the aggregate, in Dublin, Ireland and the U.S. to prepare the directors’ Irish and U.S. 2021 tax documentation.

 

(3)	The above fees reflect Ms. Catalano’s role as a member of both the Audit Committee and the Governance Committee.

 

(4)	The above fees reflect Mr. Ganzi’s role as Non-Executive Chair of the Board, Chair of the Governance Committee and a member of the Compensation Committee.

 

(5)	The above fees reflect Ms. Lane’s role as the Chair of the Compensation Committee and a member of the Risk Committee.

 

(6)

The above fees reflect Dr. O’Neill’s role as Co-Chair of the Audit Committee, and his additional role as a member of the Risk Committee. In 2021, Dr. O’Neill also served as a board member of Willis Limited, the Company’s principal insurance brokerage subsidiary outside of the United States, pursuant to which he received an annual cash fee of £50,000.

 

(7)

The above fees reflect Mr. Patel’s role as a member of both the Compensation Committee and the Risk Committee. The above fees also include a payment of $56,250, which represents the pro-rated amount if Mr. Patel had served as a director from January 1, 2022 through the 2022 Annual General Meeting of Shareholders. As Mr. Patel stepped down from the Board on January 1, 2022 in order to facilitate the director transition process, this pro-rated amount was paid to him on December 29, 2021.

 

(8)	The above fees reflect Ms. Rabbitt’s role as a member of both the Compensation Committee and the Governance Committee.

 

(9)	The above fees reflect Mr. Thomas’s role as Co-Chair of the Audit Committee and a member of the Governance Committee.

 

(10)	The above fees reflect Mr. Zeller’s role as the Chair of the Risk Committee and a member of the Audit Committee.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		27

Corporate Governance (continued)

 

 

Share Ownership Guidelines

Under our share ownership guidelines, 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 (i) their appointment to the board of their respective legacy company (for legacy Willis Group or legacy Towers Watson directors who serve on the Board) or (ii) 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 he or she leaves 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, he or she 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 Compensation Committee until the hardship no longer applies or such other appropriate time as the Compensation Committee determines. All current non-employee directors have satisfied their share ownership requirements.

The following table sets forth the non-employee directors’ equity ownership as of December 31, 2021. It does not reflect the equity granted to the new directors who joined the Board in 2022.

 

Non-Employee Director		Shares				RSUs
Anna Catalano			5,661				605
Victor Ganzi			20,386				1,646
Wendy Lane			7,333				605
Brendan O’Neill			12,726				605
Jaymin Patel			5,428				0
Linda Rabbitt			13,413				1,078
Paul Thomas			10,639				605
Wilhelm Zeller			8,470				605

For more information regarding the number of shares beneficially owned by each director as of March 23, 2022, 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

 

28		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Corporate Governance (continued)

 

 

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 and Risk 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 and Risk 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 and Risk 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.

2021 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 December 31, 2021, BlackRock and certain of its subsidiaries were beneficial owners of more than 5% of our outstanding shares. During 2021, 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 $511,682 for these services and software solutions, which were provided in the ordinary course of business on an arm’s-length basis.

On August 2, 2021, the Company hired Ms. Calyn Haley, Mr. Haley’s daughter, as a senior research associate. Ms. Haley’s base salary is $117,500 and her target STI opportunity, subject to individual and company performance, is 15% of base salary; both are aligned with the compensation structure in place for other broad-based employees in similar roles. Mr. Haley was not involved in any employment or compensation decision by the Company with respect to Ms. Haley. No other transactions are required to be disclosed under Item 404 of Regulation S-K.

Code of Conduct

We have adopted a Code of Conduct applicable to all our directors, officers and employees, including our CEO, the CFO, the Principal Accounting Officer and all those involved in the Company’s accounting functions. Our Code of Conduct can be found in the “Investor Relations — Corporate Governance” section of our website at www.wtwco.com. It is also available free of charge on request from the Company Secretary at corporatesecretary@willistowerswatson.com. We intend to post on our website any amendments to, or waivers of, a provision of our Code of Conduct in accordance with Item 406 of Regulation S-K.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		29

Corporate Governance (continued)

 

 

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@willistowerswatson.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 2023 Annual General Meeting” at the end of this Proxy Statement for shareholders seeking to present a proposal for inclusion in the Company’s proxy materials for the 2023 Annual General Meeting of Shareholders.

Shareholder Outreach Program

The Company frequently engages with shareholders. Each year, during the spring and fall seasons, we reach out shareholders holding a majority of our shares and then discuss the feedback with our Board. The purpose of our year- round outreach is to foster relations with our shareholders by enhancing communications on corporate governance, executive compensation and environmental and social issues and providing our shareholders with a forum to discuss any questions they may have or voice any criticisms. We also use the opportunity to explain the various proposals included within the Proxy Statement.

Over the past year, the Company faced different issues and, accordingly, we tailored our shareholder outreach programs to address the various corporate changes. During the 2021 Proxy Season, although the Company was awaiting regulatory approval to potentially combine with Aon, management still believed it was important to continue to reach out to its main institutional investors to discuss the Proxy Statement and its rationale for the executive compensation program, corporate governance structure and ESG initiatives. Shareholders were generally supportive of the Company’s proposals, which is evidenced by our 2021 Say-on-Pay proposal to approve the NEOs’ compensation receiving approximately 95.92% of the votes cast in favor at the 2021 Annual General Meeting of Shareholders.

 

30		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Corporate Governance (continued)

 

 

After the Aon transaction was terminated, in August 2021, the Board appointed Mr. Hess as President and future CEO. Again, management took the opportunity to reach out to shareholders representing approximately 50% of the outstanding shares to offer an introductory call with Mr. Hess. Other management attendees included, among others, our then-current CFO, Head of Investor Relations and/or General Counsel. Management then held an Investor Day in early September to explain its going-forward strategy.

In the fall, management continued the conversations with investors and offered the opportunity to discuss governance, compensation and other ESG highlights, including governance actions the Board has recently taken and expects to take, as well as expectations for the upcoming Proxy Season.

In light of the new strategy unveiled at Investor Day, the Company undertook a review and redesign of 2022 executive officer incentives, which considered shareholder feedback, as detailed in the section entitled “Executive Compensation: Compensation Discussion and Analysis— Executive Officer 2022 Incentive Design Update.” The Board also continued its succession plan, which included announcing the appointment of four new independent directors see section entitled “Proposal No. 1: Elect Directors — Board and CEO Succession.”

Vote Required for Special Meetings

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

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		31

 

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 and Risk Committee, to Fix the Independent Auditors’ Remuneration

For the fiscal year ending December 31, 2022, the Willis Towers Watson Audit and Risk 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 2022 Annual General Meeting of Shareholders. 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 and Risk Committee to consider selecting different firms. Even if the appointments are ratified, the Audit and Risk 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 and Risk Committee, to fix the independent auditors’ remuneration.

A majority of the votes cast by shareholders at the 2022 Annual General Meeting of Shareholders 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 2022 Annual General Meeting of Shareholders. 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 and Risk 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”).

 

32		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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 and Risk Committee, to Fix the Independent Auditors’ Remuneration (continued)

 

 

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, 2021 and December 31, 2020 ($ in thousands).

 

		2021		2020
Audit fees (1)		$19,927		$15,641
Audit-related fees (2)		1,193		2,000
Tax fees (3)		236		227
All other fees (4)		24		22
Total fees		$21,380		$17,890

 

(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, audits relating to carve-out financial statements 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 2021 and 2020, consisted of research, subscription-based fees and presentations.

Audit and Risk Committee Pre-approval Process

The Audit and Risk 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 and Risk Committee, (ii) the Audit and Risk 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 and Risk Committee shall be reported to the Audit and Risk 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 and Risk Committee. Pre-approval fee levels for these services to be provided by the independent auditor will be established by the Audit and Risk Committee at an annual fee meeting and pre-approved for the 12 months thereafter. All other services not listed in the policy must be

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		33

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 and Risk Committee, to Fix the Independent Auditors’ Remuneration (continued)

 

 

specifically pre-approved by the Audit and Risk 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 and Risk Committee has pre-approved an additional pre-established fee level, which is to be administered by the Controller. The Audit and Risk Committee approved all services described in the “— Fees Paid to the Independent Auditors” section above in accordance with this policy.

Audit and Risk Committee Report

The Audit and Risk Committee is currently composed of six non-employee directors: Brendan O’Neill (Chair), Paul Thomas, Anna Catalano, Wilhelm Zeller, Fumbi Chima and Dame Inga Beale. Dr. O’Neill is an independent audit committee financial expert, as defined by Regulation S-K, and all Audit and Risk Committee members are considered to be financially sophisticated under NASDAQ listing standards in view of their respective financial expertise.

The Audit and Risk 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 and Risk 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 and Risk 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 and Risk Committee’s focus on risk relates to major financial risk exposure, pertaining to, among other items, regulatory, 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 and Risk 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 and progress against the annual compliance plan.

In the performance of its oversight function, the Audit and Risk Committee has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2021, 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 and Risk 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 and Risk 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 and Risk Committee to conduct auditing or accounting reviews or procedures. In performing their oversight function, members of the Audit and Risk 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 and Risk Committee’s

 

34		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

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 and Risk Committee, to Fix the Independent Auditors’ Remuneration (continued)

 

 

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 and Risk 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, 2021, filed with the SEC.

Submitted by the Audit and Risk Committee of the Board of Directors of Willis Towers Watson Brendan O’Neill (Chair), Dame Inga Beale (Committee member as of January 1, 2022), Anna Catalano, Fumbi Chima (Committee member as of April 1, 2022), Paul Thomas and Wilhelm Zeller

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		35

 

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 Compensation 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 Compensation Committee has made under this program and the factors considered in making those decisions. We also encourage our shareholders to review the 2021 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 2022 Annual General Meeting of Shareholders 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.

 

36		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

 

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 2021 compensation programs and policies for our named executive officers (“NEOs”); (ii) the material compensation decisions made by the Compensation 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 Compensation Committee considered and the process it utilized in making those decisions.

Our Named Executive Officers

Our 2021 NEOs, as defined under applicable SEC rules, are listed below.

Current Executives (as of the date of this Proxy Statement)

 

●

Carl Hess (Head of Investment, Risk & Reinsurance (“IRR”) and President through December 31, 2021; Current CEO as of January 1, 2022)

 

●

Andrew Krasner (CFO as of September 7, 2021)

 

●

Julie Gebauer (Head of Human Capital & Benefits (“HCB”) through December 31, 2021; Current Global Head of Health, Wealth and Career (“HWC”) as of January 1, 2022)

 

●

Matthew Furman (General Counsel)

Former Executives (as of the date of this Proxy Statement)

 

●

John Haley (CEO through December 31, 2021)

 

●

Michael Burwell (CFO until September 7, 2021 and departed Company as of September 30, 2021)

Executive Compensation Overview

Key 2021 Company Highlights

Solid Financial Performance¹ Despite COVID-19 and a Shift in Strategy

 

●

Total revenue increased 4% to $9.00 billion and organic revenue grew 6% for the year

 

●

Income from operations was $2.2 billion or 24.5% of revenue and adjusted operating income was $1.8 billion or 19.9% of revenue for the year, up 190 basis points over prior year

 

●

Diluted earnings per share were $32.78 and adjusted diluted earnings per share were $11.60 for the year, up 328% and 19%, respectively, from prior year

 

●

For the year, cash flows from operating activities were $2.0 billion, up 16% from prior year and free cash flow increased to $1.9 billion, up 23% from prior year

2021 served as a transformative year for Willis Towers Watson Public Limited Company (WTW). Solid Company performance throughout the year demonstrated the resilience of WTW’s colleagues and a diversified portfolio of products and services, amid challenges caused by the COVID-19 pandemic and a shift in WTW’s strategy as an independent company. Despite these unprecedented circumstances, the Company continued to serve our clients, protect our colleagues and safeguard our business fundamentals.

 

1

See pages 60-66 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on February 24, 2022, 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.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		37

Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

With the COVID-19 pandemic, the Company continued its comprehensive set of global processes to stabilize business operations while providing high quality service to clients. This included ongoing global business continuity and incident management efforts to restrict travel, limit office access and enhance our global workforce to a work-from-home protocol with split team operations for our essential workers. The Company regularly considered the impact of the pandemic on our business and stress tested the rigor of our business resilience, continuity plans, forecasting and liquidity management. Throughout 2021, the Company took decisive measures to reinforce working capital discipline and reduce discretionary spending.

From March 2020 through July 2021, the Board and leadership drove the Company towards the closing of the business combination with Aon, which would have been an all-stock transaction with a combined equity value of approximately $80 billion. One of the goals of the combination was to accelerate elements of the Company’s pre-existing strategy. At the same time as leadership was driving towards the closing of the transaction, they were also managing the day-to-day business of the Company. When the proposed Aon combination was terminated in July, after almost 18 months of integration planning and closing preparations and after a period of substantial uncertainty, the Board and leadership quickly shifted their attention to supporting the Company on an independent path. With the combination no longer feasible, the Company took decisive actions to accelerate its standalone strategy and aggressive steps to retain colleagues and recruit new talent, to enhance its ability to serve clients and to create value for stakeholders. In particular, the Company quickly announced a CEO successor, hired a new CFO and took significant steps to refresh the Board; transformed its senior management structure through the creation of a new Global Leadership Team and simplified the Company’s organizational structure; sold its treaty reinsurance business, generating several billion dollars of capital for focused investments and share repurchases; and created and launched an ambitious strategic plan to grow, simplify and transform with plans to refresh the WTW brand.

These actions, combined with the commitment of our leaders and colleagues, helped WTW deliver solid financial results in 2021 and position the Company for future years.

Certain key highlights of these efforts and our financial results are described below.

CEO and Board Succession; Global Leadership Team Transformation

Once on an independent path forward, the Board revisited its CEO succession plan and, by August, had appointed Mr. Hess as the Company’s President as of September 1, 2021 and CEO as of January 1, 2022. Mr. Hess succeeded Mr. Haley as CEO following Mr. Haley’s previously scheduled retirement on December 31, after his decades-long tenure. Additionally, Mr. Krasner was appointed as the new CFO in early September, by which time Mr. Haley and Mr. Hess had established a new management structure and appointed the members of the new Global Leadership Team. Members of the Global Leadership Team also developed and presented multi-year strategic plans to the Company’s stakeholders during the Company’s Investor Day on September 9. At Investor Day, the Company announced plans to complete approximately $4 billion in share repurchases by 2022, $1.6 billion of which has been repurchased by December 31. Throughout the fall, management continued its shareholder outreach programs to introduce Mr. Hess, maintain and strengthen relationships and understand shareholder feedback. On December 1, Arthur J. Gallagher & Co. completed the principal closing of its acquisition of the Company’s treaty reinsurance business under the Security and Asset Purchase Agreement, dated as of August 13.

By the end of December, after revisiting its refreshment plan, the Board announced the addition of four new directors before the 2022 Annual Meeting, in addition to Mr. Hess, and the retirement of six then-current directors (including Mr. Haley) by no later than the Annual Meeting. The Board also reconstituted the Board Committee slates as discussed further in the section entitled “Corporate Governance — Willis Towers Watson Board Committees.”

 

38		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

Effective January 1, 2022, we provide our comprehensive offering of services and solutions to clients across two rather than four business segments: Health, Wealth and Career (“HWC”) and Risk and Broking (“RB”). These changes were made in conjunction with changes in the Global Leadership Team.

Strategy Acceleration: Grow, Simplify and Transform

The multi-year strategic plans presented at Investor Day articulated the steps the Company would take to help accelerate performance and position WTW for a bold new future, including executing on the following:

 

●

Grow at or above market in priority areas

 

●

Simplify the business to increase agility and effectiveness

 

●

Transform operations to drive savings while enhancing our client and colleague experiences

Focusing on these priorities is intended to benefit all Company stakeholders and we believe will better position us against our peers.

Financial Results

Revenue

 

●

Generated revenue of $9.00 billion or an increase of 4% (2% increase constant currency, 6% increase organic) as compared to revenue for the prior year.

 

●

Demonstrated growth and resilience despite the challenging environment, with revenue growth of 10% (10% increase constant currency, 10% increase organic) in our Benefits Delivery & Administration (“BDA”) segment, 7% (5% increase constant currency, 5% increase organic) in our Corporate Risk & Broking (“CRB”) segment, 5% (3% increase constant currency, 3% increase organic) in our Human Capital & Benefits (“HCB”) segment and -12% (-15% decline constant currency, 16% organic revenue) in our Investment, Risk & Reinsurance (“IRR”) segment.

 

●

Increased operating income in each of our segments for the year and margin improvement across HCB, CRB, and IRR. BDA’s margin was down compared to the prior year as a result of increased investment in resources for the annual enrollment period coupled with headwinds on lead-conversions.

 

As reported, $USD million, except %		FY2021
		Revenue					Operating Margin %					Margin     Year-over-year
HCB				3,447					27	%				+100 bps
CRB				3,177					23	%				+180 bps
IRR				814					20	%				+500 bps
BDA				1,500					22	%				-110 bps

Profitability

 

●

Produced income from operations of $2.2 billion or 24.5% of revenue, versus income from operations of $859 million or 10.0% of revenue for the same period in the prior year.

 

●

Achieved adjusted operating income of $1.8 billion or 19.9% of revenue, versus adjusted operating income of $1.6 billion or 18.0% of revenue for the prior year. The 190 basis-point increase in margin reflects the increased operating leverage on underlying growth coupled with book-of-business sales and settlements.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		39

Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

●

Reported diluted earnings per share (“EPS”), which includes discontinued operations, of $32.78, representing a 328% increase from the prior year.

 

●

Reported adjusted diluted EPS of $11.60, representing a 19% increase from the prior year.

Operating Margin & Adjusted Operating Margin

 

		FY21				FY20				Margin Change Year-over-year
Operating Margin %			24.5	%			10.0	%			+1,450 bps
Adjusted Operating Margin %			19.9	%			18.0	%			+190 bps

Diluted Earnings Per Share & Adjusted Diluted Earnings Per Share

 

		FY21				FY20				% Change          Year-over-year
Diluted EPS		$	32.78			$	7.65			+328%
Adjusted Diluted EPS		$	11.60			$	9.71			+19%

Long-Term Shareholder Value

 

●

A disciplined capital management strategy intended to provide WTW with the financial flexibility to reinvest in our businesses, capitalize on market growth opportunities and support significant value creation for shareholders.

 

●

Our capital structure provides a solid foundation of business strength and reinforces our ability to capture growth in the long-term with a strong focus on return on investment to optimize the deployment of capital.

 

●

Although our total shareholder return for 2021 did not outperform our industry peers (which outperformed the S&P 500 index) or compensation peers, we generated greater total shareholder return in 2021 than in 2020 while driving towards the closing of the then-pending transaction and managing the day-to-day business of the Company.

Capital Return to Common Shareholders

 

●

Generated cash flow from operating activities of $2.0 billion, up 16% over prior year.

 

●

Produced free cash flow of $1.9 billion, up 23% over prior year. This includes deal termination income and other non-recurring activities which had a net benefit to free cash flow of 8%.

 

●

Returned $374 million cash to shareholders in 2021 through cash dividends. During the third quarter of 2021, we also restarted our share repurchase programs and during the year ended December 31, 2021, we repurchased $1.6 billion of shares and have authorization to repurchase an additional $3.9 billion.

 

40		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

Cash Returned to Shareholders

$5.3 Billion (FY2016 to FY2021)

 

 

 

Meaningful Dividend Growth

+11% Cash Dividend Growth (5 years CAGR)

 

 

COVID-19 Response: Health, Safety and Well-Being

In 2021, the Company continued to:

 

●

Monitor and adapt both in-office operations and return-to-office approaches for more than 44,000 colleagues across the 140 countries and markets we serve, prioritizing colleague health and safety, as well as client service quality, while complying with all applicable local regulations.

 

●

Offer effective remote working solutions that address wellbeing, potential travel, at-home office equipment provisioning, collaboration tools and manager resources, while also facilitating flexible work-life arrangements and support for home care requirements.

 

●

Monitor colleague feedback on the Company’s response to the pandemic using all-colleague pulse surveys which, on an overall basis, indicated support for our efforts to respond to COVID-19 with a significant portion of respondents feeling connected to their teams, in an inclusive environment, and able to effectively work in a hybrid work model.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		41

Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

●

Rethink how colleagues work, both independently and collaboratively, now and in the future, focusing on the evolving role company offices play. The outcome of this work has been the development of a new work style model that supports colleagues who are office-based, home-based or a hybrid of the two. For additional information, see the “Business — Human Capital” section in Part I, Item 1 of our Annual Report on Form 10-K, filed with the SEC on February 24, 2022.

2021 Compensation Program Summary

2021 NEO Pay at a Glance

Consistent with our goals and overall compensation philosophy of appropriately incenting our executives, the Compensation Committee has adopted a compensation program that incorporates a mix of fixed and at-risk pay incentives. Total direct compensation awarded to our NEOs in 2021 consists of base salary, Short-Term Incentive (“STI”) awards and Long-Term Incentive (“LTI”) awards based on performance.

Base Salary + STI Award + LTI Award = Total Direct Compensation

 

		NEO		2021 Base Salary					2021 STI Award (4)					2021 LTI Award (5)					2021 Total Direct Compensation
Current Executives		Mr. Hess (1)			$	766,667				$	2,443,875				$	975,000				$	4,185,542
		Mr. Krasner (2)			$	298,622				$	493,397				$	0				$	792,019
		Ms. Gebauer			$	650,000				$	837,574				$	975,000				$	2,462,574
		Mr. Furman			$	550,000				$	984,328				$	750,000				$	2,284,328
Former Executives		Mr. Haley			$	1,200,000				$	3,501,000				$	9,600,000				$	14,301,000
		Mr. Burwell (3)			$	562,500				$	0				$	1,500,000				$	2,062,500

 

(1)

In connection with Mr. Hess’s promotion to President of the Company, his base salary was increased from $650,000 to $1 million effective September 1, 2021 and his STI target was increased from 90% to 175% of base salary. His increased base salary and STI target percentage were used to establish his STI target for 2021 (as if the increases had occurred on January 1, 2021) to compensate for the fact that he did not receive an increase to his 2021 LTI award in connection with his promotion to President.

 

(2)

Mr. Krasner rejoined the Company as CFO on September 7, 2021. Previously he served as Global Treasurer and Head of Mergers and Acquisitions for the Company until January 2021. Per terms of his offer letter: (i) his annual base salary is $800,000; (ii) his STI target is 125% of base salary (prorated for 2021 to reflect the time he was employed by the Company during the year); (iii) his LTI target is 200% of base salary beginning in 2022; (iv) he received a cash sign-on bonus equivalent to $50,000 per month (including prorated amounts for partial months up to the start date) for the months during 2021 that he was not employed by the Company, subject to a 12-month clawback (not reflected above); and (v) he received a make whole sign-on equity award of time-based restricted share units (“RSUs”) valued at $3 million to vest ratably over three years (not reflected above).

 

(3)

Mr. Burwell resigned from the Company on August 26, 2021, effective as of September 30, 2021. Mr. Burwell ceased to serve as CFO when Mr. Krasner joined the Company on September 7, 2021. To reward his extraordinary achievements during his tenure and a challenging 2021 and his support of a successful transition of his position, upon his resignation: (i) he received a completion bonus of $1 million and three months of COBRA coverage (not reflected above); and (ii) he received accelerated vesting of his unvested shares under the Non-Qualified Deferred Savings Plan and Non-Qualified Stable Value Excess Plan as of his termination date (totaling 2,523 shares). Mr. Burwell did not receive a 2021 STI award and, upon his resignation, he forfeited his outstanding 2019, 2020 and 2021 LTI awards.

 

42		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

(4)	The 2021 STI awards for NEOs other than Mr. Burwell ranged from 124.2% to 145.9% of the target award.

 

(5)

The amounts in the 2021 LTI Award column reflect the target value of the LTI award granted to each NEO. Note that these values differ from the values shown in the section entitled “Compensation Tables — Summary Compensation Table” which reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.

 

Mr. Haley was granted a 2021 LTI award in accordance with the terms of his employment agreement. All other NEOs besides Mr. Krasner were granted 2021 LTI awards consisting 100% of performance-based restricted share units (“PSUs”) with target values ranging from 136% to 200% of base salary (at the time of the grant).

 

For more information regarding the details of the above and other compensation earned by the NEOs in 2021, including NEO pension benefits, see the discussion under “Our Executive Compensation Program in Detail” and the Summary Compensation Table under “Compensation Tables” below.

2021 Compensation Highlights

2021 Compensation Program

The Compensation Committee largely maintained the design of the 2020 compensation program in 2021. For a more detailed discussion of our compensation program for 2021, see “Components of the Named Executive Officers’ 2021 Compensation” below.

Mr. Haley’s Retirement

Mr. Haley’s employment agreement terminated in accordance with its terms on December 31, 2021, and Mr. Haley retired as CEO and director of the Company. Mr. Haley received compensation in 2021 in accordance with his employment agreement, and as accelerated, as further described under “Payments in Connection with Mr. Haley’s Retirement” below. See “Summary Compensation Table” below for additional detail.

Mr. Hess’s Appointment to President Effective September 1, 2021 and CEO Effective January 1, 2022

At the same time, it was announced that Mr. Hess would succeed Mr. Haley as CEO of the Company effective January 1, 2022.

 

●

Mr. Hess’s 2021 Compensation in Connection with Appointment to President: Effective September 1, 2021, the Compensation Committee approved certain changes to Mr. Hess’s compensation in connection with his appointment as the Company’s President, including: (i) an increase to his annual base salary from $650,000 to $1 million and (ii) an increase to his 2021 STI target from 90% to 175% of his base salary. His increased base salary and STI target percentage were used to establish his STI target for 2021 (as if the increases had occurred on January 1, 2021) to compensate for the fact that he did not receive an increase to his 2021 LTI award in connection with his promotion to President from September 1, 2021 to December 31, 2021. In determining Mr. Hess’s compensation, the Committee considered Mr. Hess’s expanded accountabilities as President, market pay data for executives in similar roles and that he did not receive an incremental LTI award.

 

●

Mr. Hess’s 2022 Compensation as CEO: The Compensation Committee approved Mr. Hess’s 2022 compensation as CEO effective January 1, 2022 consisting of: (i) a continued base salary of $1 million, (ii) a continued STI target of $1.75 million (or 175% of his base salary) and (iii) an LTI award target of $7.25 million (or 725% of his base salary). The Committee considered peer group proxy data, which largely reflected 2020 pay levels, when determining his target total direct compensation as CEO for 2022. Mr. Hess’s compensation is approximately 20% below the peer group median target total direct compensation, which the Committee believes is appropriate in light of his status as a first-time public company CEO.

 

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY		43

Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

2022 Compensation Highlights

On February 22, 2022, the Compensation Committee approved the following compensation changes:

 

●

Executive Officer Incentive Designs: In light of the Company’s strategy discussed at the September Investor Day, the Compensation Committee approved changes to the 2022 STI and LTI designs discussed further in “— Executive Officer 2022 Incentive Design Update” below.

 

●

Executive Officer Severance Policies: In light of management changes, the Compensation Committee approved changes to the executive officer severance policies discussed further in “— Payments on Change in Control and Termination.”

Compensation Practices at a Glance

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

What We 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 Compensation Committee.

 

✓

A substantial majority of total compensation for executives is tied to performance.

 

✓

A substantial portion of our annual LTI equity awards for executive officers are subject to performance-based vesting requirements.

 

✓

Dividend equivalents accrued on PSUs and RSUs are paid if and when the underlying shares vest.

 

✓

Additional time-based vesting requirement after performance under LTI award is achieved.

 

✓

Compensation recoupment policy applicable to executive officers’ cash and equity incentive awards in the event of financial restatement as well as detrimental conduct.

 

✓

All LTI awards subject to double-trigger vesting upon change in control.

 

✓

Minimal perquisites for executives.

 

✓

Significant share ownership guidelines for executive officers and non-employee directors.

 

✓

Compensation Committee oversight of risks associated with compensation policies and practices.

What We Don’t Do:

 

x

No backdating of share options and no option repricing without shareholder approval.

 

x

No excise tax gross-ups.

 

x

No share reserve automatic replenishment (evergreen) provision in any share-based plans.

 

x

No hedging by directors and executive officers or pledging by directors and employees of Company shares.

Shareholder Engagement and Say-on-Pay

The Company frequently engages with shareholders. Each year, during the spring and fall seasons, we reach out to shareholders holding a majority of our shares and discuss the feedback with our Board. The purpose of our year- round outreach is to foster relations with our shareholders by enhancing communications on corporate governance, executive compensation and environmental and social issues and provide our shareholders with a forum to raise questions or voice any criticisms. We also use the opportunity to explain the various proposals included within the Proxy Statement.

 

44		WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

Over the past year, the Company tailored our shareholder outreach programs to address the various corporate changes. During the 2021 Proxy Season, although the Company was awaiting regulatory approval to potentially combine with Aon, management believed it was still important to continue to reach out to its main institutional investors to discuss the Proxy Statement and its rationale for the executive compensation program, corporate governance structure and ESG initiatives. Shareholders were generally supportive of the Company’s proposals, which is evidenced by our 2021 Say-on-Pay proposal to approve the NEOs’ compensation receiving approximately 95.92% of the votes cast in favor at the 2021 Annual General Meeting of Shareholders.

After the Aon transaction was terminated, in August 2021, the Board appointed Mr. Hess as President and future CEO. Again, management took the opportunity to reach out to shareholders representing approximately 50% of the outstanding shares to offer an introductory call with Mr. Hess. Other management attendees included, among others, our then-current CFO, Head of Investor Relations and/or General Counsel. Management then held an Investor Day in early September to explain its going-forward strategy.

In the fall, management continued the conversations with investors and offered the opportunity to discuss governance, compensation and other ESG highlights, including governance actions the Board has recently taken and expected to take, as well as expectations for the upcoming Proxy Season.

The Governance and Compensation 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). In light of the new strategy unveiled at Investor Day, the Company undertook a review and redesign of 2022 executive officer incentives, which considered shareholder feedback, as detailed in the section entitled “ — Executive Officer 2022 Incentive Design Update.” The Board also continued its succession plan, which included announcing the appointment of four new independent directors as discussed in the section entitled “Proposal No. 1 — Board and CEO Succession.”

Our Executive Compensation Program in Detail

Our Pay Philosophy

The main objectives of the Company’s executive compensation program are to attract, motivate and retain highly qualified executives and align their interests with our strategy of maximizing shareholder value. In addition, the Compensation Committee believes it is important for the Company’s executive officers’ interests to be aligned with each other to drive profitable growth.

The Compensation Committee has placed an emphasis on variable pay; 90% of Mr. Hess’s target total direct compensation as CEO is performance-based and, on average, 74% of the other NEOs’ (who are current executives) target total direct compensation is performance-based. The Compensation Committee does not have an explicit pay positioning strategy relative to market, but rather evaluates a number of factors, including role, tenure, experience, contribution and performance, as well as comparisons to peers, among other factors, in determining appropriate target pay opportunities.

Although the Compensation Committee looks at each component of compensation (base salary, STI, LTI and pension) separately, it also looks at the total rewards package to ensure competitiveness, incenting top performance, internal equity among the executive team members and shareholder alignment. The table below reflects the 2021 compensation design for the NEOs.

 

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Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

Components of the Named Executive Officers’ 2021 Compensation

 

Type		Component		Objective		Additional Detail
Variable     Compensation		Short-Term    Incentive    Awards		•  Incent and reward the NEOs for their contribution in generating exceptional annual performance, both financially and strategically at the enterprise and individual levels   •  Incent collaboration among NEOs across different business units   •  Manage through the global COVID-19 pandemic and organizational changes   •  Promote an even more unifying company mindset with the broader employee population		•  Under the 2021 STI Program, all executive officers are eligible to receive an annual STI award with a target value expressed as a percentage of his or her base salary (ranging from 90% to 200% for the NEOs). The awards are weighted (i) 80% upon enterprise financial performance and (ii) 20% upon individual performance   •  Paid entirely in cash
		Long-Term    Incentive    Awards		•  Align NEOs’ interests with those of our shareholders   •  Incent long-term decision making and meaningful value creation   •  Reward exceptional performance for executive officers   •  Retain high-performing executives		•  Grants under the 2021 LTI Program made 100% in the form of PSUs   •  The 2021 LTI Program includes a multi- year performance period to better align pay with long-term performance   •  Earned PSUs will be determined based on three-year Total Shareholder Return (TSR) Compounded Annual Growth Rate (CAGR) relative to the S&P 500   •  Dividends accrue on PSUs in the form of additional shares but are only payable to the same extent and at the same time the underlying shares vest
Fixed     Compensation		Base    Salary		•  Provide market-competitive fixed pay reflective of an executive’s role, responsibilities, and individual performance   •  Attract and retain highly talented executives		•  Salary adjustments made only to reflect changes in responsibilities or when market or internal conditions warrant
		Pension    Benefits		•  Encourages sustained service and retention and provides future retirement security   •  Qualified and non-qualified defined benefit plans utilizing stable value plan formula		•  Applies primarily to executive officers in the U.S.   •  Non-qualified plan allows for participation by all eligible U.S. employees and provides an opportunity for participants to receive equity

The discussion below provides additional detail about each component of the Company’s compensation program.

Base Salary

The Compensation Committee strives to set base salary at a competitive level based on an executive’s position and the relevant markets in which the executive operates. The Compensation Committee generally does not provide annual merit increases to executives, but rather rewards exceptional performance through STI and/or LTI awards. Adjustments to base salaries are made by the Compensation Committee to reflect changes in responsibilities or when competitive market or internal conditions warrant. During 2021, Mr. Hess’s base salary was increased from $650,000 to $1 million effective September 1, 2021 in connection with his promotion to President of the Company and his expanded responsibilities in the role. No other NEO received a salary increase during 2021. In February 2022, the Compensation Committee approved an increase to Mr. Furman’s base salary from $550,000 to $590,000 effective April 1, 2022, reflecting his first base salary increase since joining the Company.

Short-Term Incentive Compensation

STI awards are an integral component of the NEOs’ total compensation and they are intended to deliver exceptional pay for exceptional performance and provide a well- timed link between recent performance and individual compensation.

 

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Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

Each NEO is eligible to receive an annual STI award with a target value expressed as a percentage of his or her base salary. The targets were established by the Compensation Committee based on an evaluation of each executive officer’s total compensation, market practice and preexisting employment arrangements. During 2021, the Committee increased Mr. Hess’s STI target from 90% to 175% of base salary in connection with his promotion to President of the Company. No other changes were made to STI target opportunities for the NEOs in 2021.

2021 STI Program Design

In light of the significant business uncertainty that was created by the COVID-19 pandemic and then-pending Aon transaction, in June 2020, the Compensation Committee adopted changes to the 2020 STI Program that were continued for the 2021 performance year. More specifically, the Committee (i) eliminated separate business segment, geography and functional performance components, (ii) eliminated defined performance metric payout grids at the enterprise level and (iii) applied the same component weightings and performance measures for all executive officers. The Committee placed a greater emphasis on enterprise financial performance (80% of STI opportunity) than individual performance (20% of STI opportunity), which was further aligned to the bonus funding for the broader employee base creating greater colleague cohesiveness. The objectives of these changes were to: (i) align the rewards of executive officers from different business and geographic units to promote an even more unifying team mindset to help in response to the pandemic, with its varied impacts on different business units within the Company, (ii) more fully align the rewards for the senior executive team with the rest of the Company’s employees during this period of economic uncertainty and (iii) reduce the potential volatility in payout levels driven by unanticipated and uncontrollable business impacts of the pandemic.

 

2021 STI Component		Weighting (as % of Total STI Award)
Enterprise Financial Performance		80%
Individual Performance		20%

2021 STI Awards

The following table sets forth the STI awards approved by the Compensation Committee and paid in cash to the NEOs for the fiscal year ended December 31, 2021.

 

		Summary of 2021 STI Awards for NEOs (1)
		NEO		2021 Base Salary ($)					2021 STI Target as % of Base Salary					2021 STI Target Opportunity ($)					Total 2021 STI Award ($)					Total 2021 STI Award as % of STI Target
Current Executives		Mr. Hess (2)				1,000,000					175	%				1,750,000					2,443,875					139.7	%
		Mr. Krasner (3)				800,000					125	%				397,260					493,397					124.2	%
		Ms. Gebauer				650,000					90	%				585,000					837,574					143.2	%
		Mr. Furman				550,000					125	%				687,500					984,328					143.2	%
Former Executive		Mr. Haley				1,200,000					200	%				2,400,000					3,501,000					145.9	%

 

(1)	Mr. Burwell did not receive a 2021 STI Award as he was not employed by the Company for the full performance year.

 

(2)	Mr. Hess’s base salary and STI target above were approved in connection with his promotion to President of the Company earlier this year and were used to establish his STI target for 2021.

 

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Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

(3)	Mr. Krasner’s 2021 STI target was prorated to reflect the time he was employed by the Company during the year.

The Total 2021 STI Awards reflect the NEOs’ 2021 STI Target Opportunity as impacted by the 2021 bonus pool funding percentage for the broader employee base (i.e., 124.5%). The bonus pool for the broader employee population is based on total enterprise financial performance, including adjusted operating income and revenue growth, which is evaluated in comparison to budget and prior year results. The Company determines what it believes is a reasonable level of total discretionary compensation funding (including bonuses) that balances both colleague rewards, as well as return on investment to shareholders. The discretionary compensation funding for the broader employee population is reflected in the Company’s financial statements which are reviewed with the Audit and Risk Committee.

The Compensation Committee concluded that the enterprise financial performance component of the NEO’s STI awards had been fully achieved and approved the NEOs’ 2021 STI awards by applying the broader employee base bonus pool funding percentage for 2021 of 124.5% (or in Mr. Krasner’s case, the bonus pool funding percentage accrued during his time spent working for the Company in 2021 of 108%) to the enterprise financial performance component of the award. The rationale was that the overall funding percentage for STI awards for executive officers (as a percentage of target) should mirror the funding percentage for STI awards made to the broader base of employees eligible for such awards and that executive officers from different business and geographic units, all impacted differently by challenges during the year, would be more closely aligned. The approach was intended to promote an even more unifying, team mindset, thereby helping the Company manage the uncertainty the Company faced during the year. The enterprise-wide bonus funding percentage reflected the Company’s strong financial results and colleagues’ resilience during an uncertain year, as discussed in the section above entitled “— Key 2021 Company Highlights.”

When assessing the individual performance of each NEO, the Compensation Committee considered the achievements of a range of factors, including CEO recommendations. In light of Mr. Haley’s retirement at the end of the year, Mr. Haley met with the then-current Compensation Committee members several times over the course of 2021 to provide his recommendations for the individual achievements of the NEOs based on the first and second half of the performance year. For all NEOs, the final individual performance result reflects a blend of assessments of the first and second half year of performance.

As described below, these included, among other things, overall enterprise level contributions through leadership of his or her respective business segment or function, particularly in light of the uncertainty the Company faced in 2021, quality of underlying financial achievement and contributions to strategic goals in a transformative year. Because 80% of the 2021 STI Program design was tied to the promotion of enterprise financial achievement, the Compensation Committee applied the enterprise-wide bonus funding percentage of 124.5% (108% in the case of Mr. Krasner) to the level of achievements set forth in the table below.

The Compensation Committee also included inclusion and diversity objectives as part of each NEO’s 20% individual performance component, which are reflected in the achievements below. For a more detailed discussion of the Company’s commitment to inclusion and diversity, see the “Business — Human Capital” section in Part I, Item 1 of our Annual Report on Form 10-K, filed with the SEC on February 24, 2022.

 

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Executive Compensation: Compensation Discussion and Analysis (continued)

 

 

NEO		Considerations
Mr. Hess		•  Significant contributions in integration planning as a member of the integration steering committee as part of the then-pending business combination with Aon.   •  Strong leadership and significant contributions in new role as President of the Company, including selection and implementation of the Company’s new Global Leadership Team, consisting of highly accomplished leaders across the Company’s geographies, segments and functions who will work together to drive the Company forward.   •  Significant contributions to the Company’s 2021 Investor Day and its major unveiling of the Company’s new vision and its new Grow, Simplify, Transform strategy that is intended to deliver the Company’s three-year financial targets.   •  Strong leadership of the complex IRR segment during the year amid the uncertainties of the year.   •  Leadership and support of IRR mergers and acquisitions, including the divestiture of Willis Re.   •  Significant efforts in connection with the Company’s commitment to a disciplined capital allocation policy and the implementation of its plan to return $4+ billion to shareholders through share buybacks by fiscal year-end 2022.   •  Personal leadership and commitment to improving inclusion and diversity at all levels, including increased female and racially diverse representation in senior and executive leadership and focused initiatives to progress hiring, development and progression of diverse talent.   •  Mr. Hess’s individual performance result for his 2021 STI award was 160.8%, which reflects his more critical role as President in the second half of the year (post-termination of the proposed combination) and his role as Head of IRR in the first half of the year (during the then-pending business combination with Aon).
Mr. Krasner		•  Rapid acclimation into his new role as CFO of the Company, including essential engagement with and reorganizing of the finance function, strong partnership with business leaders and strong leadership across Investor Relations.   •  Significant contributions to the Company’s financial strategy that is intended to deliver the Company’s three-year financial targets and strong participation in the Company’s 2021 Investor Day.   •  Significant efforts in connection with the Company’s commitment to a disciplined capital management and allocation policy and the implementation of its plan to return $4+ billion to shareholders through share buybacks by fiscal year-end 2022.   •  Strong leadership and significant contributions as a member of the Company’s new Global Leadership Team, including leadership on various sub-committees such as the Investment and Transformation Steering Committees and Policies.   •  Significant involvement in and contribution to the Willis Re divestiture.   •  Mr. Krasner’s individual performance result for his 2021 STI award was 175.0%.
Ms. Gebauer		•  Personal leadership and significant contributions in integration planning as part of the then-pending business combination with Aon, as well as exceptional efforts post-termination of the deal, including restructuring and strategic planning, client retention, and colleague engagement activities such as town halls, leader videos and increased senior leader engagement.   •  Strong leadership of the HCB segment during the year amid the various major uncertainties of the year.   •  Significant contributions to the Company’s 2021 Investor Day, including the Grow, Simplify, Transform strategy that will be executed in the HWC segment.   •  Strong leadership and significant contributions as a member of the Company’s new Global Leadership Team, including leadership on various sub-committees that focus on the Company’s transformation, policies and strategy.   •  Personal leadership in inclusion and diversity efforts and initiatives to improve racial and gender diversity, including increased female representation in senior leadership, where HCB continues to excel and focused initiatives to progress hiring and development of diverse talent.   •  Ms. Gebauer’s individual performance result for her 2021 STI award was 175.0%.

 

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