UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Willis Towers Watson Public Limited Company

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2018 Year-End Proxy Statement Willis Towers Watson Public Limited Company

Notice of Annual General Meeting of Shareholders

We are pleased to invite you to join Willis Towers Watson Public Limited Company’s 2019 Annual General Meeting of Shareholders.

Items of business:

Who can vote:

How to vote:

Attending the meeting:

Date of mailing:

Whether or not you plan to attend the Annual General Meeting of Shareholders, your vote is important. We urge you to participate in deciding the items on the agenda and to read this Proxy Statement and accompanying materials for additional information concerning the matters to be considered at this meeting. Shareholders present at the meeting will have an opportunity to ask questions regarding the Irish Statutory Accounts and related reports to the representatives of our independent auditors who will attend the meeting.

On Behalf of the Board of Directors,

Nicole Napolitano

Company Secretary & General Counsel, Corporate Governance

April 3, 2019

Important Notice Regarding the Availability of Proxy Materials for the Company’s Annual General Meeting of Shareholders to be held on May 20, 2019. This Proxy Statement, the Company’s Annual Report on Form 10-K and the Irish Statutory Accounts are available at www.proxyvote.com.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proxy Statement Highlights

The below provides an overview of each of the proposals being presented at the Company’s 2019 Annual General Meeting of Shareholders. For more complete information, please review the respective proposals in their entirety.

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Table of Contents

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Proposal No. 1: Elect Directors

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 43,000 employees and service clients in more than 140 countries and territories. In this Proxy Statement, we refer to Willis Towers Watson as the “Company,” “we” and “our.”

Our Board of Directors (the “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 all current directors (other than Mr. McCann, who is retiring) to hold office 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 believe that our commitment is demonstrated by the current composition of our Board and the varied backgrounds and skill sets of our current directors and nominees, which include three women, two persons of Asian descent and a mix of American, British and German citizens.

Board Evaluation Process

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

Each year, the Governance Committee oversees the process and format of the annual 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

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Proposal No. 1: Elect Directors (continued)

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 by the Governance Committee Chair or a third-party facilitator.

The multi-step evaluation process set forth below 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:

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. For example, in 2018, after the Board completed its self-evaluation, it decided to split its Audit & Risk Committee into two separate committees and placed each Non-Employee Director on two Board Committees.

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. Extensive knowledge of our business and industry is also a key quality for directors. The Governance Committee believes each of the director nominees possesses extensive knowledge of the Company’s business and industry, which uniquely positions each of them to oversee the Company’s long-term strategy.

The Governance Committee also 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 2018, all directors satisfied these criteria.

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Proposal No. 1: Elect Directors (continued)

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

The Governance Committee believes that leadership experience, including through employment as CEO 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. Additionally, because of the Company’s global reach, international experience or knowledge of or experience in a key geographic area is important. In light of its public and global nature (including conducting business in different countries and currencies), the Company also seeks a high level of financial literacy and experience for the Board and its Committees. As the Company’s business also requires continuous compliance with the regulatory requirements of various agencies, legal or governmental expertise is helpful. The Governance Committee also believes that the Company distinguishes itself from its competitors through marketing and, as a result, a strong marketing perspective is also beneficial.

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 or who would serve as an asset to the Board.

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

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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

Board and Committee Member Independence

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

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Corporate Governance (continued)

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 nine times in 2018. Additionally, the Board met informally with management on several occasions during the course of the year to discuss, among other things, the Company’s long-term strategy. All directors attended at least 75% of the aggregate of the total number of Board meetings and of any Committee on which they served in 2018.

The independent directors held separate executive sessions without management either before or after each of the Board’s regularly scheduled meetings in 2018. The non-executive Chairman 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 participated in the 2018 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 Chairman 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. McCann served as the Independent Non-Executive Chairman of the Board from July 8, 2013 through December 31, 2018, after which Mr. Ganzi succeeded him as Chairman effective January 1, 2019. Pursuant to the Company’s Corporate Governance Guidelines, the Non-Executive Chairman:

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Corporate Governance (continued)

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 associated with serving on the Board of an Irish-domiciled company.

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. Our Corporate Governance Guidelines and all Board Committee Charters can be found in the “Investor Relations — Corporate Governance” section of our website at www.willistowerswatson.com. Copies are also available free of charge on request from the Company Secretary.

Board Committee Slates

In May 2018, the Board reconstituted each of its Board Committees so that each non-employee director would sit on two Board Committees. At the same time, it split the previously combined Audit & Risk Committee into a separate Audit Committee and a separate Risk Committee. Effective January 1, 2019, as Mr. Ganzi was appointed Non-Executive Chairman of the Board, he was replaced by Mr. O’Neill as the Chairman of the Audit Committee.

The current Board Committees are comprised as follows:

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Corporate Governance (continued)

The directors who served on the Board Committees between January and May 2018 are as follows:

General Description of Board Committee Responsibilities

The Audit Committee generally assists the Board with the following:

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

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Corporate Governance (continued)

Both Mr. Ganzi and Mr. O’Neill are independent audit committee financial experts, as defined by Regulation S-K, and all Audit Committee members are financially sophisticated under NASDAQ listing standards in light of their financial experience. In 2018, the Audit Committee met formally four times. In addition to holding formal meetings, the Committee members met informally during the course of the year to discuss and review financial matters related to the Company and its SEC filings. The Committee also frequently meets in executive sessions, including separate meetings with management, the internal auditors and external auditors.

The Risk Committee generally assists the Board with the following:

The Risk Committee’s focus on risk includes, among other items, business, strategic, operational, regulatory, major financial risk exposures and the steps management has taken to monitor and control such risks, including cybersecurity risks (it being acknowledged that other Board Committees have responsibility with respect to the oversight of audit, compensation and human capital, and governance risks, as set forth in their Charters). Since its separate inception in May 2018 through year-end 2018, the Committee met formally two times. After regularly scheduled meetings, the Committee also met in executive session. In addition to holding formal meetings, the Committee members met informally during the course of the year to discuss risk-related matters.

The Compensation Committee generally assists the Board with the following:

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Corporate Governance (continued)

In 2018, the Committee met formally five 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:

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Corporate Governance (continued)

The Board, acting through the Governance Committee, is actively engaged in succession planning particularly with the announcement that the CEO is retiring in two years. There is a formal process where management has engaged a third party to help assess the experience and attributes of internal candidates. The Committee meets with the CEO and the Chief Human Resources Officer on a regular basis to discuss process and candidate ideas and progress.

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. As a general matter, we believe that we satisfy, where applicable, all or substantially all of the applicable principles set forth by a group of leading executives and investors in the 2016 “Commonsense Principles of Corporate Governance” as well as the updated 2018 “Commonsense Principles of Corporate Governance 2.0” and the 2018 “Investor Stewardship Corporate Governance Principles.”

The Governance Committee identifies potential director nominees by preparing a candidate profile based upon the current Board’s strengths and needs and through a variety of sources, including by engaging search firms 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 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, c/o Office of the General Counsel, Willis Towers Watson Public Limited Company, Brookfield Place, 200 Liberty Street, New York, NY 10281.

In 2018, 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 during the course of the year to discuss governance-related matters.

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Corporate Governance (continued)

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. In 2018, the only change the Board made to its non-employee director compensation reflects the split of the Audit & Risk Committee into a separate Audit Committee and Risk Committee. Among other factors, the Board considers the advice of its independent compensation consultant in determining the appropriate levels of director pay.

The following table outlines the fees paid to the non-employee directors for each term of service.

Other than the Non-Executive Chairman, whose term of service is January 1 through December 31, the term of service for the Board and its Committees runs from the date of the Annual General Meeting of Shareholders to the date of the meeting the subsequent year.

The following table sets forth cash and other compensation paid or accrued to the non-employee directors of Willis Towers Watson during 2018.¹

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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. In the event a non-employee director has not acquired this threshold of shares, 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

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Corporate Governance (continued)

of the Compensation Committee until the hardship no longer applies or such other appropriate time as the Compensation Committee determines. Non-employee directors who have served on the Willis Towers Watson Board and either of the legacy Willis Group or legacy Towers Watson Board for an aggregate of eight years or more have satisfied the share ownership guidelines.

The following table sets forth the non-employee directors’ equity ownership as of December 31, 2018.

For more information regarding the number of shares beneficially owned by each director as of March 21, 2019, see the section entitled “Additional Information — Security Ownership of Certain Beneficial Owners and Management — Directors, Director Nominees, Named Executive Officers and Other Executive Officers.”

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 priority with an appropriate focus on risk generally, it separated the Risk Committee from the Audit Committee in 2018. The Board has delegated to the Risk Committee, through its Charter, the primary responsibility of assisting the Board in its oversight of the framework, policies and practices used by the Company to identify, assess and manage key strategic and operational risks facing the Company, including risks relating to information security, errors and omissions and conflicts of interest. 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.”

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 plan and the execution of any such plan if needed.

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Corporate Governance (continued)

To learn more about risks facing the Company, you can review the factors included in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 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.

Review and Approval of Related Person Transactions

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

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

2018 Related Person Transactions under Item 404 of Regulation S-K

No transactions are required to be disclosed under Item 404 of Regulation S-K.

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Corporate Governance (continued)

Environmental, Social and Governance 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, we are committed to:

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

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Corporate Governance (continued)

functions. Our Code of Conduct can be found in the “Investor Relations — Corporate Governance” section of our website at www.willistowerswatson.com. It is also available free of charge on request from the Company Secretary, c/o Office of the General Counsel, Willis Towers Watson Public Limited Company, Brookfield Place, 200 Liberty Street, New York, NY 10281. 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.

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 Chairman 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.

The Company frequently engages with shareholders regarding the Company’s business and governance matters. Our shareholder outreach program is designed to foster communication channels for both governance and compensation-related issues and to discuss any questions or concerns our shareholders may have. During the spring and fall of each year, we reach out to many of our shareholders. Over the course of the 2018 proxy season, we reached out to shareholders representing approximately 60% of our outstanding shares, with shareholders holding over 50% responding in some manner to the outreach. In the off-season, we reached out to shareholders representing approximately 65% of our outstanding shares, with shareholders representing approximately 35% responding in some manner to the outreach. The Governance and Compensation Committees are both involved in the outreach program, in some instances with directors joining the conversations, and discuss any significant feedback including with the full Board, as appropriate. For further information regarding the Company’s shareholder engagement, see “Executive Compensation: Compensation Discussion and Analysis — Executive Summary — Shareholder Outreach and Say-on-Pay Vote.”

Non-employee directors are not precluded from communicating directly with shareholders or other constituencies about Company matters, although directors are expected to coordinate with the Chairman 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 who will forward the communication to the director(s) to which it is addressed:

The Company Secretary

c/o Office of General Counsel

Willis Towers Watson Public Limited Company

Brookfield Place, 200 Liberty Street, New York, NY 10281

All communications should include the following information:

Please note that communications may be shared with Company management.

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Corporate Governance (continued)

Please see the section “Additional Information — Shareholder and Other Proposals for the 2020 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 2020 Annual General Meeting of Shareholders.

Vote Required for Special Meetings

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

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

For the fiscal year ending December 31, 2019, the Willis Towers Watson Audit Committee approved, and the Board ratified, the appointment of (i) Deloitte & Touche LLP, Independent Registered Public Accounting Firm, to audit the financial statements of Willis Towers Watson and (ii) Deloitte LLP, Statutory Audit Firm, to audit the Irish Statutory Accounts of Willis Towers Watson. Deloitte & Touche LLP and Deloitte LLP are the respective U.S. and U.K. member firms of the Deloitte Touche Tohmatsu Limited network. In the event that regulations preclude Deloitte LLP from auditing the Irish Statutory Accounts, under Irish law the Board has the authority to appoint another accounting firm, which the Board currently expects would be the Irish member firm of the Deloitte Touche Tohmatsu Limited network, to audit the Irish Statutory Accounts.

We are seeking ratification of both of these appointments in a non-binding advisory vote from our shareholders at the 2019 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 practice. If our shareholders do not ratify the appointments, it will be regarded as notice to the Board and the Audit Committee to consider selecting different firms. Even if the appointments are ratified, the Audit Committee may select different independent auditors at any time if it determines that such selections would be in the best interest of Willis Towers Watson and our shareholders.

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

A majority of the votes cast by shareholders at the 2019 Annual General Meeting of Shareholders is required for the proposals. We expect that one or more representatives of Deloitte & Touche LLP and Deloitte LLP will be present at the 2019 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 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’:

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

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, 2018 and December 31, 2017 ($ in thousands).

Audit Committee Pre-approval Process

The Audit Committee has adopted a policy regarding the pre-approval of services provided by the Company’s independent auditors, which can be found in the “Investor Relations — Corporate Governance” section of the Company’s website at www.willistowerswatson.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 Audit Committee or the Chairman of the Audit Committee or, in his absence, any other member of the Committee. Further, the Audit Committee has delegated authority to the Principal Accounting Officer to approve up to $100,000 in audit, non-audit and tax services that arise between Committee meetings. The pre-approval of audit and permitted non-audit services may be given at any time before the commencement of the specified service. The decisions of a designated member of the Audit Committee shall be reported to the Audit Committee at each of its regularly scheduled meetings.

The Audit Committee approved all services described in the “— Fees Paid to the Independent Auditors” section above in accordance with this policy.

Audit Committee Report

The Audit Committee is currently composed of five non-employee directors: Brendan R. O’Neill (Chairman), Anna C. Catalano, Victor F. Ganzi, Paul D. Thomas and Wilhelm Zeller. In May 2018, the

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

Board split the previously combined Audit & Risk Committee into a separate Audit Committee and a separate Risk Committee. During 2018, Mr. Ganzi served as Chairman of the Audit & Risk Committee and the subsequent separate Audit Committee. Effective January 1, 2019, Mr. O’Neill has served as Chairman of the Audit Committee. Both Mr. Ganzi and Mr. O’Neill are independent audit committee financial experts, as defined by Regulation S-K, and all Audit Committee members are considered to be financially sophisticated under NASDAQ listing standards in view of their respective financial expertise.

The Audit Committee operates under a Charter, which is described in detail under “Corporate Governance — Willis Towers Watson Board Committees.” Among its other responsibilities described in its Charter referenced above, the Audit Committee assists the Board in its oversight of the quality and integrity of the Company’s financial reporting, internal controls over financial reporting, financial management processes and risk management at the Company and subsidiary level as well the appointment, retention, performance and compensation of the Company’s independent auditor. The Audit Committee’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 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 Committee has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2018, with management and the independent auditors. These discussions included the quality, the clarity of the disclosures and the appropriateness of the accounting principles and underlying estimates and other communications required to be discussed under PCAOB standards. The Audit Committee has also discussed with the auditors, the auditors’ independence from Willis Towers Watson and its management, including the written disclosures and the report received from the auditors regarding the auditors’ communications with the Audit Committee concerning independence as required by the PCAOB in Rule 3526, Communication with Audit & Risk Committees Concerning Independence. The independent auditors and the Company’s internal auditors had full access to the Audit Committee, including at regular meetings without management present.

It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures. In performing their oversight function, members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Audit Committee’s considerations and discussions do not assure that the audit of the Company’s financial statements has been carried out in accordance with GAAP or that the financial statements are presented in accordance with GAAP.

Based upon the review and discussions described in this report, and subject to the limitations on the role and responsibilities referred to above, the Audit Committee agreed that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC.

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

Brendan R. O’Neill (Chairman), Anna C. Catalano, Victor F. Ganzi, Paul D. Thomas and Wilhelm Zeller

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 29

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 2018 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 2019 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.

30 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis

Executive Summary

Overview

The Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy and provides an overview and analysis of (i) our compensation programs and policies for our named executive officers (or “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 2018 NEOs, as defined under applicable SEC rules, include:

2018 Business Highlights

The end of fiscal 2018 marked the completion of our three-year transformation into one integrated company following the completion of the merger of Legacy Willis and Legacy Towers Watson (the “Merger”). Over that period, we executed on our long-term financial and strategic commitments set in connection with the Merger. In addition, during fiscal 2018 we delivered strong revenue growth, significant profitability improvement and robust cash flow growth generating positive momentum for fiscal 2019.

During 2018, the Company:¹

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 31

Executive Compensation: Compensation Discussion and Analysis (continued)

The actual results for 2018 exceeded the stretch performance objectives established for our NEOs for the year. As a result, the enterprise component of our NEOs’ short-term incentive (“STI”) awards paid out at 117.9% of target for the year and our NEOs’ overall awards ranged from 100.5% to 140.0% of the target award when also taking into account business segment, functional and individual performance factors.

2018 NEO Pay at a Glance

Total direct compensation for our NEOs consists of base salary, STI awards and long-term incentive (“LTI”) awards based on performance.

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Executive Compensation: Compensation Discussion and Analysis (continued)

For information regarding NEO pension benefits, see the section entitled “Executive Compensation: Compensation Discussion and Analysis — Our Executive Compensation Program in Detail — Retirement and Savings Plans.”

CEO Compensation

Three-Year Employment Agreement (2016 – 2018)

Mr. Haley completed the third year of his three-year employment agreement with the Company on December 31, 2018. Mr. Haley and the Company entered into the employment agreement in 2016 following the Merger, which agreement resulted from the Compensation Committee’s detailed assessment of Mr. Haley’s compensation and their approval of the package, which was also ratified by the Board. Mr. Haley’s employment agreement, which was designed to retain his services through a meaningful period post-Merger, set his compensation for the three-year period to create strong incentives for Mr. Haley to deliver on the revenue and earnings growth and shareholder value creation opportunities created by the Merger. No changes to his compensation were made for fiscal year 2018, although the Company and Mr. Haley did enter into a new agreement effective for 2019 and 2020, as discussed in more detail below under “Amended CEO Agreement (2019 – 2020) and Succession Planning”.

Key terms of Mr. Haley’s 2016 employment agreement include:

The details of the 2016 performance-based equity award and calculation of results determined at the end of 2018 are discussed in more detail below.

As stated above, Mr. Haley did not receive a 2018 LTI award. His 2016 front-loaded award was the only equity compensation awarded to him for fiscal years 2016, 2017 and 2018. The Compensation Committee decided upon a front-loaded award to emphasize the critical importance of executing on the consolidation and synergy plan over the initial three-year period following the Merger.

Based on his compensation package, his target total direct compensation (including the annualized value of his front-loaded equity award) is nearly 90% performance-based, reflecting the strong pay-for-performance orientation of the Compensation Committee.

In connection with the design of Mr. Haley’s compensation package post-Merger, the Compensation Committee targeted the 75^th percentile pay positioning relative to the peer group as of early 2016, based on

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 33

Executive Compensation: Compensation Discussion and Analysis (continued)

the significant “at-risk” structure of Mr. Haley’s compensation and the Compensation Committee’s belief that this positioning is appropriate for the size and scope of the organization and Mr. Haley’s long experience and track record as CEO. In particular, the Committee referenced the target pay levels for the CEOs of Aon plc and Marsh & McLennan Companies, Inc. (based on prior year publicly disclosed compensation data), as these two companies represent our most direct competitors. At the time of the grant and when subsequently assessed during the performance period, Mr. Haley’s target total direct compensation (including the annualized portion of his 2016 LTI award) was significantly less than the target total direct compensation of the CEOs of these two peers.

Payout of 2016 Award

Mr. Haley received the front-loaded equity award to emphasize the critical importance of executing on the consolidation and synergy plan over the initial three-year period following the Merger in order to achieve the envisioned increase in intrinsic Company and related shareholder value. As a result, the performance metrics were tied to three-year annualized TSR and 2018 adjusted diluted EPS. The Compensation Committee continues to believe that the award retained Mr. Haley during his initial three-year employment period and motivated the achievement of the Merger goals within that period. Under Mr. Haley’s leadership, the Company successfully completed its integration activities, executed on its Merger objectives, including meeting revenue goals, attaining an adjusted EBITDA margin target, delivering significant adjusted EPS growth, realizing tax rate synergies and generating over $175 million of annualized cost savings. The Company achieved strong results against the three-year annualized TSR and adjusted diluted EPS objectives as discussed below.

The table below reflects the range of Mr. Haley’s PSU Award opportunity (0% – 200% payout) and Supplemental Award opportunity (>200% – 350% payout) and the levels of achievement required for a payout under his 2016 front-loaded equity award.

Based on the interpolation of the above sliding scale, the Company’s achievement of three-year annualized TSR of 11.8% and 2018 adjusted diluted EPS (as defined in his award agreements) of $10.18 produced a performance result of 119.2% of the target number of shares granted under the PSU Award. As a result, Mr. Haley earned 280,802 shares (which includes dividend equivalents in the form of additional shares). As the Company did not achieve the minimum performance (three-year annualized TSR of 20%) required to begin vesting in the Supplemental Award, no shares vested under the Supplemental Award.

Mr. Haley’s 2016 front-loaded equity award will be settled on the date his employment is terminated, which is currently expected to be at the end of 2020. This helps to ensure sustainable, continued operational results and aims to mitigate the risk that the structure of the performance periods would drive performance too narrowly.

For final performance results related to the other NEO’s performance-based equity awards granted under the 2016 LTI Program, see section entitled “Compensation Tables — Outstanding Equity Awards at Fiscal Year-End.”

34 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

Amended CEO Agreement (2019 – 2020) and Succession Planning

Mr. Haley completed the third year of his three-year employment agreement with the Company on December 31, 2018. On July 18, 2018, prior to the expiration of Mr. Haley’s 2016 employment agreement, the Company announced that, effective January 1, 2019, the Board extended the Company’s contract with Mr. Haley. Mr. Haley plans to retire at the end of 2020. In light of Mr. Haley’s continued leadership of the Company through such time, and in order to facilitate an orderly succession of the CEO position, the amendment to his employment agreement (as amended, the “Amended Agreement”) states that Mr. Haley will support the Board in identifying, assessing, and developing a successor for the CEO position. The Board believes that this is integral to the transition process as it works to identify Mr. Haley’s successor.

Key terms of the Amended Agreement include:

The target value of the total compensation package for Mr. Haley for 2019 and 2020 was designed to align Mr. Haley’s compensation opportunity with approximately 85% of the target pay for the CEOs of our most direct competitors, Aon plc and Marsh & McLennan Companies, Inc. The Compensation Committee and Board of Directors of the Company believe that this pay opportunity is appropriate to ensure the continuation of Mr. Haley’s services for the next two years and to support an effective succession planning process. The Compensation Committee also recognizes the continued “at-risk” structure of Mr. Haley’s compensation and believes that this positioning is appropriate for the size and scope of the organization and Mr. Haley’s long experience and prior track record as CEO.

In February 2019, the Compensation Committee approved the terms of Mr. Haley’s 2019 LTI award on performance and payout terms consistent with the LTI awards granted to the other NEOs in 2018 and described below under “— Long-Term Incentive Compensation – 2018 LTI Program for All NEOs other than Mr. Haley” (i.e., 100% PSUs with a performance metric of three-year relative TSR measured against the S&P 500). The Compensation Committee expects to grant similar 2019 LTI awards to the other NEOs in the next few months.

For a discussion of the succession planning process and search for a successor to Mr. Haley in anticipation of his retirement, see “Corporate Governance — General Description of Board Committee

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 35

Executive Compensation: Compensation Discussion and Analysis (continued)

Responsibilities” in this Proxy Statement. In February 2019, the Compensation Committee also established that 50% of Mr. Haley’s 2019 STI individual objectives are related to succession planning and executing a roadmap.

Shareholder Outreach and Say-on-Pay Vote

The Company values the input of shareholders and frequently engages with shareholders regarding the Company’s business, compensation and governance matters. We reach out to our largest shareholders throughout the year. The purpose of our outreach is to foster relations with our shareholders by enhancing communications on governance and compensation-related issues and to provide our shareholders with a forum to discuss any concerns or questions shareholders may have.

We have a year round engagement program during which we discuss feedback from shareholders on a range of issues. Over the course of the 2018 proxy season, we reached out to shareholders holding approximately 60% of our outstanding shares, with shareholders holding over 50% of our outstanding shares responding to the outreach. The focus of our 2018 proxy season outreach was to seek to explain the proxy statement proposals and the rationale for the compensation program and various governance issues. Our shareholders generally did not raise any fundamental concerns with our governance structure or compensation program. Our 2018 Say-on-Pay proposal to approve the NEOs’ compensation received approximately 86.5% of the votes cast in favor at the 2018 Annual General Meeting of Shareholders.

During the fall of 2018, we reached out to shareholders holding approximately 65% of our outstanding shares, with shareholders holding over 35% of our outstanding shares responding to the outreach. The focus of our fall shareholder outreach was to discuss governance or compensation issues that may be relevant in the 2019 proxy season and to answer any questions they may have had in that regard. Again, our shareholders generally did not raise any fundamental concerns with our governance practices or compensation program, including the CEO’s Amended Agreement.

We review the results of our outreach efforts with both the Governance Committee and the Compensation Committee. As a result of our strong shareholder support for our compensation plans and following our outreach discussions, the Compensation Committee did not make material changes to the compensation structure. The Compensation Committee will continue to consider shareholder feedback, among other factors, as it evaluates compensation programs in the future.

Summary of Our Executive Compensation Practices

The Company developed and maintains the comprehensive compensation and governance framework that is shown below and that we believe is aligned with market practices and standards.

What We Do:

36 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

What We Don’t Do:

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. Haley’s target total direct compensation is performance-based and, on average, 74% of the other NEOs’ 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, 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.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 37

Executive Compensation: Compensation Discussion and Analysis (continued)

Components of the Named Executive Officers’ 2018 Compensation

Base Salary

The Compensation Committee strives to set base salary at a competitive level in the relevant markets in which its executive officers operate. The Compensation Committee does not normally grant annual merit increases to executives. In line with the Compensation Committee’s compensation philosophy, exceptional performance by the executive officers is generally rewarded through STI and/or LTI awards and not through base salaries. Adjustments to base salaries are made by the Compensation Committee to reflect changes in responsibilities or when competitive market or internal conditions warrant. In 2018, none of the NEOs received an increase to their base salary.

Short-Term Incentive Compensation

STI awards are an integral component of the NEOs’ total compensation and are based on specific enterprise financial results, business segment financial results or corporate function performance, and individual executive officer performance against strategic objectives. They are intended to deliver exceptional pay for exceptional performance and provide a well-timed link between recent performance and individual compensation.

38 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

Each NEO is eligible to receive an annual STI award expressed as a percentage of his or her base salary. STI target ranges for each executive officer role within the Company as described below, were originally established by the Compensation Committee in 2017 following a thorough evaluation of executive officers’ total compensation and market practices and generally reflect pre-existing STI targets. The Committee permitted certain executives, such as Messrs. Shalders and Jones, to maintain STI targets outside of the ranges as a result of their existing pre-Merger arrangements and applicable legal restrictions.

The following table sets forth the STI awards paid in cash to the NEOs for the fiscal year ended December 31, 2018. The criteria upon which these awards were determined by the Committee are discussed in the sections following the table.

2018 NEO Short-Term Incentive Compensation Award Structure

2018 STI Component Weightings

Haley Burwell / Shalders Jones / Wickes

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 39

Executive Compensation: Compensation Discussion and Analysis (continued)

2018 STI Component Performance Measures²

Enterprise Component & Business Segment Component — The financial performance metrics are defined below:

The Compensation Committee and management conduct an annual review of the appropriateness of the financial metrics for the STI awards. The Compensation Committee selected the above metrics because they believe they are key drivers of increasing the Company’s intrinsic value, including the financial strength and flexibility of cash flow and, therefore, are important components of shareholder value creation. The Compensation Committee believes adjusted operating income is an appropriate short-term metric because it measures cash-based operating income and encourages appropriate management of expenses.

These metrics have evolved over the last three years based on the Compensation Committee’s shift in focus over the Company’s post-Merger integration period. In 2016, the Compensation Committee placed a greater emphasis on the short-term profitability metric as the Company and management believed that cost management and profitable growth were the more important factors in the first year of integration following the Merger. In 2017, as the Company was entering its second year of post-Merger integration, the Compensation Committee placed an overall greater emphasis on revenue generation as compared to 2016 (increasing the weighting from 20% to 33%) and changed the adjusted operating income metric of the enterprise component to adjusted net income, which the Compensation Committee believes more closely aligns to the Company’s Merger-related objectives as it includes financing and tax charges. These metrics and metric weightings were maintained through the 2018 performance year.

40 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

In determining performance targets for 2018, the Compensation Committee considered the Company’s objectives and set challenging but achievable stretch target levels at 100% payout to incent strong financial performance. The financial targets are based on the budget agreed upon by the Board with management. The Compensation Committee then sets the financial metric weightings by component and approves the payout grids and individual STI targets. Actual performance for each metric is measured against target performance for the enterprise and business segments and the resulting payout percentage determined using the applicable payout grid is applied to the corresponding portion of each officer’s target annual STI award.

Each component of the annual STI award allows for potential payout opportunity of 0% — 175% of target for NEOs.

The below sections discuss the results for each of the 2018 STI components that were used to determine the NEO 2018 STI awards.

Enterprise Component

For compensation purposes, the total adjusted revenues target was $8,570.5 million (which represented 4% growth over the Company’s 2017 total adjusted revenues) and the adjusted net income target was $1,310.0 million (which represented 15% growth over the Company’s 2017 adjusted net income). In addition, the Committee believed it set aggressive metrics for the maximum level of financial performance, which would be extremely difficult to obtain but which, if attained, would have contributed importantly to the creation of substantial long-term value.

For compensation purposes, the Company achieved total adjusted revenues of $8,613.0 million. Based on the interpolation of the below total adjusted revenues sliding scale, this produced a performance result of 112.8% for this portion of each of the NEOs’ STI awards. For compensation purposes, the Company achieved adjusted net income of $1,363.5 million. Based on the interpolation of the below adjusted net income sliding scale, this produced a performance result of 120.4% for this portion of each of the NEOs’ STI awards.

Based on the application of the above two scales, the blended performance result for the enterprise component performance against the total adjusted revenues and adjusted net income targets was 117.9% of target.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 41

Executive Compensation: Compensation Discussion and Analysis (continued)

Business Segment Component

The Compensation Committee then reviewed the business segment financial targets established at the beginning of 2018 versus the actual performance against those objectives. The following scales for total adjusted revenues and adjusted operating income were populated with the applicable business segment financial targets.

Actual achievement and resulting blended performance results for the NEOs who were business segment leaders in 2018 (Messrs. Jones and Wickes) were as follows:

Todd Jones, Head of Corporate Risk & Broking

Gene Wickes, Head of Benefits Delivery & Administration

Functional & Individual Components

As reflected above, in the design of the NEOs’ STI awards, a greater emphasis was placed on financial performance rather than individual objectives. When assessing achievement of the functional objectives that were set for Messrs. Burwell and Shalders and the individual performance of all of the NEOs, the Compensation Committee and Mr. Haley (and, in the case of Mr. Haley, solely the Compensation Committee) considered many factors, which included, among other things: overall leadership of his respective business segment or function, including retention of clients, people and operational excellence, as applicable; quality of underlying financial achievement; overall enterprise level contributions; and continued demonstration of Company values, including diversity and inclusion.

For example, with respect to Mr. Haley, the Compensation Committee considered, among other things, Mr. Haley’s continued extraordinary leadership in the third year since the Merger toward completion of the

42 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

Company’s integration activities and execution of the Merger objectives, including meeting revenue goals, attaining the adjusted EBITDA margin target, delivering significant adjusted EPS growth, realizing tax rate synergies and generating over $175 million of annualized cost savings. The Compensation Committee also recognized his leadership of the Company’s long-term strategy project, completed during the fourth quarter. With respect to the other NEOs, the Compensation Committee considered, among other things: (i) Mr. Burwell’s robust management of the Company’s free cash flow which nearly doubled in 2018 and successful completion of the 30-year debt issuance; (ii) Mr. Jones’ tireless efforts with respect to establishing the strategic direction of the Corporate Risk & Broking segment; (iii) Mr. Wickes’ personal involvement, and progress made, in the change of the Benefits Delivery and Administration operational model, leadership in client retention, as well as his overall contributions to the enterprise and mentoring of other senior leaders; and (iv) Mr. Shalders’ subject matter expertise, responsiveness and engagement with respect to technology-related initiatives.

Long-Term Incentive Compensation

LTI compensation is a significant element of our executive officer compensation and is granted in the form of equity awards under the 2012 Plan. In 2018, Mr. Haley did not receive an LTI award. The LTI awards granted to the remaining NEOs were consistent with the design of the 2017 LTI award, except that the Compensation Committee approved a different performance metric of three-year relative TSR measured against the S&P 500, instead of absolute TSR and Adjusted EPS goals.

2018 LTI Program for All NEOs other than Mr. Haley

There were no changes to the NEOs’ LTI targets for the 2018 performance year. Mr. Burwell had a 2018 LTI target of 200% of his annual base salary, Mr. Shalders had a 2018 LTI target of 136% of his annual base salary, and Messrs. Jones and Wickes each had a 2018 LTI target of 150% of his respective annual base salary. For 2019, Mr. Jones has requested, and the Compensation Committee approved, that his LTI Target be decreased to 125% of his annual base salary to better align his interests with his leadership team.

The 2018 LTI awards were granted to Messrs. Burwell, Shalders, Jones and Wickes on July 20, 2018. To align management’s and shareholders’ interests, the awards were 100% performance-based in the form of PSUs and were structured similarly to the awards granted under the 2017 LTI Program, with the exception of the performance metrics. The Compensation Committee and management conduct an annual review of the appropriateness of the financial metrics for the LTI awards. For the 2018 LTI awards, the Compensation Committee approved a performance metric of a three-year relative TSR measured against the S&P 500, rather than continuing the adjusted EPS and absolute TSR goals, for several reasons, including: i) relative TSR is more aligned with the shareholder experience as it requires that we outperform the market to earn incentives above target; and ii) it effectively eliminates the complexity of setting multiple three-year goals with overlapping performance periods. The S&P 500 was selected as a performance-benchmark as the Company has too few direct competitors to establish meaningful benchmarks for performance, and the Compensation Committee believes that the executives should be rewarded for outperforming the broader stock market returns, as represented by the S&P 500.

Earned PSUs will vest on July 20, 2021 after a three-year performance period that runs from January 1, 2018 to December 31, 2020, subject to the continued employment of the NEO during the vesting period, unless eligible for retirement under the terms of the program (as Mr. Wickes is). Vested PSUs are payable in Company shares and dividend equivalents will accrue on the PSUs, but are only paid to the same extent and at the same time as the underlying shares vest.

The number of shares that will vest under the award is based on a sliding scale on the achievement of the applicable performance target relating to the Company’s TSR over the three-year performance period

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 43

Executive Compensation: Compensation Discussion and Analysis (continued)

(measured as a compounded annual growth rate (“CAGR”)) relative to the TSR of the S&P 500 constituents as of the last day of the performance period, as set forth in the table below.

Retirement and Savings Plans

In 2018, Messrs. Haley, Burwell, Jones and Wickes participated in qualified and supplemental non-qualified defined benefit plans sponsored by the Company in the United States. The Company’s sponsorship of such plans is consistent with its belief that defined benefit plans continue to represent a crucial and viable means to encourage sustained service with the Company and to provide for the future retirement security of our associates. When the Compensation Committee assesses the competitiveness of executive compensation for the Company’s executives, it takes into account the impact of changes in pension value to positioning of total compensation.

Effective July 1, 2017, changes became effective for the Willis Towers Watson Pension Plan for U.S. Employees (“Willis Towers Watson Pension Plan”) (previously named the Towers Watson Pension Plan) and Towers Watson Supplemental Executive Retirement Plan (“Towers Watson SERP”). The Towers Watson SERP was frozen effective July 1, 2017. Eligible employees, including those who were earning benefits under the Willis Towers Watson Pension Plan and Towers Watson SERP as of December 31, 2016, began earning benefits under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (“WTW Stable Value Excess Plan”) as of July 1, 2017. This excess plan is a share plan rather than a pension plan.

Legacy Towers Watson employees earning a benefit in the Willis Towers Watson Pension Plan as of December 31, 2016 (i.e., Messrs. Haley and Wickes) began earning benefits under a stable value formula with a lump sum benefit payable at 65 based upon a formula ranging from 11.5% to 15% (depending on credited service) of each year’s covered pay up to the Social Security wage base and from 16.5% to 20% (depending on credited service) of each year’s covered pay in excess of the wage base. Other U.S. employees not earning a benefit in the Willis Towers Watson Pension Plan as of December 31, 2016 (i.e., Mr. Jones) also became eligible to participate in the plan under a separate stable value formula within the Willis Towers Watson Pension Plan. These employees will be eligible for a lump sum benefit payable at age 65 based on a stable value formula with benefits ranging from 9.5% to 12.5% (depending on credited service after January 1, 2017) of covered pay up to the Social Security wage base and ranging from 14.5% to 17.5% of covered pay in excess of the Social Security wage base. Employees not earning a benefit in the plan as of December 31, 2016 are required to make employee contributions of 2% of covered pay to the plan in order to be eligible to participate beginning July 1, 2017.

Prior to the changes above, the Company’s defined benefit plans provided benefits using a stable value formula for service rendered on or after January 1, 2012. Under this formula, the qualified and supplemental non-qualified plans provided each eligible participant with a lump sum benefit payable equal to 15% of each covered year’s pay up to the Social Security wage base, and 20% of each covered year’s pay in excess of the wage base, with pay for these purposes consisting of salary, bonuses and, for non-executives, any overtime wages. The lump sum will be reduced for benefit commencement prior to age 62. Participants in the qualified pension plan may, in most instances, choose to receive the value of their lump sum benefit as an annuity at the time of retirement.

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Executive Compensation: Compensation Discussion and Analysis (continued)

Mr. Burwell was not eligible to participate in the Willis Towers Watson Pension Plan in his first year of employment as a result of a mandatory waiting period in the Company’s retirement plan. To compensate Mr. Burwell for the retirement benefits and Company contributions, the Company made discretionary contributions in the form of RSUs to his WTW Deferred Savings Plan account in the total amount of $131,302 and amended the WTW Stable Value Excess Plan so that his non-qualified pension benefits will vest after he has attained five years of service.

For U.S. employees, a 401(k) Plan is available for saving towards retirement pursuant to which matching contributions were made. For U.K. employees, a defined contribution plan, the Willis Group Personal Pension Plan (which replaced the Willis Stakeholder Pension Scheme as of February 1, 2015), is available for new employees. Mr. Shalders did not participate in the Willis Group Personal Pension Plan during 2018, and instead elected to receive cash supplements in lieu of Company contributions to the Willis Group Personal Pension Plan.

For details of the NEOs’ retirement benefits, see “Compensation Tables — Pension Benefits at 2018 Fiscal Year-End.”

Other Benefits for Named Executive Officers

Non-Qualified Deferred Savings Plan for U.S. Employees

Effective January 1, 2017, the Towers Watson Non-Qualified Deferred Savings Plan was changed to the WTW Deferred Savings Plan and was amended to allow for participation by certain colleagues from legacy Willis Group. Messrs. Haley, Burwell, Jones and Wickes all participated in the WTW Deferred Savings Plan in 2018. It is an unfunded deferred compensation plan for select management and other highly compensated associates. The purpose of the WTW Deferred Savings Plan is to provide a select group of associates who contribute significantly to the future success of the Company with a means to defer receipt of a portion of their compensation, and potentially to receive a discretionary matching contribution from the Company. All associate deferrals, and all Company matches, are credited in the form of Company share units and will be paid in Company shares under the 2012 Plan. As a result, the value of the notional account is aligned with the value of the Company’s shares. Payments will be made on the first business day of the month following the date that is six months after the participant’s separation from service.

Employee Welfare Benefit Plans

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

Perquisites

The Company’s Compensation Committee does not believe that providing generous executive perquisites is either necessary to attract and retain executive talent or consistent with its pay-for-performance philosophy. Therefore, other than the benefits described in the “Summary Compensation” table, it did not provide perquisites such as personal use of aircraft, excise tax gross-ups, financial planning services, club memberships or vacation homes to the NEOs.

Compensation Recoupment Policy

Effective November 15, 2017, the Board expanded the existing compensation recoupment policy beyond certain financial restatement situations to cover certain types of detrimental conduct that are likely to cause or have caused material financial, operational or reputational harm to the Company. Under the revised compensation recoupment policy, the Board, or if delegated by the Board, any of its committees or

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Executive Compensation: Compensation Discussion and Analysis (continued)

sub-committees, may to the extent permitted by applicable law, recoup any incentive compensation received by a Section 16 officer, as designated by the Company, in the event of a financial restatement or due to detrimental conduct, as described below.

In the case of a financial restatement, the Board may recover up to the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within the three years preceding the date on which the Board determines a financial restatement is required if, in the Board’s judgment and determination, the person engaged in fraud, negligence or other misconduct that contributed to the need for the financial restatement.

In the case of detrimental conduct that, in the sole discretion of the Board, is likely to cause or has caused material financial, operational, or reputational harm to the Company, the Board may recover incentive compensation received by the person during and after the period in which such detrimental conduct occurred. Detrimental conduct consists of:

The Company will comply with the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act once the SEC’s rules are finalized. The current version of the recoupment policy is posted on the Company’s website under “Investor Relations — Corporate Governance — Highlights.”

Executive Officer Share Ownership Guidelines

Effective February 7, 2017, the Committee adopted revised executive share ownership guidelines that replaced the legacy company guidelines:

For purposes of meeting the executive officer share ownership guidelines, the related value, based on the average daily share price over the last 30 business days of the Company’s fiscal year of the following shares will be counted: shares owned outright or in a trust for benefit (including shares acquired from equity awards or from share market purchases); shares or units held in broad-based share purchase plans (i.e., the Employee Stock Purchase Plan, U.K. Sharesave); shares held in a 401(k) self-directed brokerage account; shares deemed held in the WTW Deferred Savings Plan; unvested and vested restricted shares or RSUs that are subject to time-based vesting; and unvested earned PSUs. Unvested or vested/unexercised share options and unvested/unearned PSUs are not counted as shares owned for purposes of the guidelines. Executives are required to retain at least 50% of the net shares received under equity award programs granted following adoption of the policy until the ownership guidelines are met.

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Executive Compensation: Compensation Discussion and Analysis (continued)

Under the guidelines, executives are encouraged to comply with their applicable guideline as soon as practical given their individual circumstances and within five years from the later of (i) February 7, 2017 (the date of adoption of the policy) or (ii) the date of the executive’s hiring or promotion. The failure to comply with or make reasonable progress towards meeting the share ownership guidelines in a timely fashion would result in the executive being required to retain all of the net shares received upon (i) the vesting of RSUs; (ii) the vesting of PSUs, and may impact future grants; and (iii) the exercise of options to purchase Willis Towers Watson shares. Once an executive accumulates sufficient shares to meet his/her individual requirement, the executive is not required to retain shares above the threshold. If as a result of a share price decline subsequent to an executive meeting his/her ownership requirement the executive does not satisfy his or her requirement as of the Company’s fiscal year-end, the executive is not required to “buy up” to a new number of shares needed to meet the ownership requirement. However, the executive is required to retain the number of shares that originally were acquired to reach the share ownership threshold until such time as he or she is once again above the threshold. The Compensation Committee has interpreted “reasonable progress” for purposes of measuring compliance as looking at an executive’s ownership levels (calculated under the guidelines) compared to ownership levels that would be expected at the relevant stage of the five-year transition period (e.g., 1/5 per year after the first year).

The NEOs have either satisfied the minimum required share ownership requirements or have made reasonable progress to achieve the ownership guidelines within the prescribed time period.

Anti-Hedging and Anti-Pledging Policies

The Company prohibits directors and executive officers from pledging any Company shares, including by entering into margin accounts, and prohibits all employees from engaging in hedging transactions, including short selling any Company shares, selling shares “against the box” and buying or selling puts or calls relating to Company shares.

Share Award Policy

The Board has a policy governing the granting of options and other share-based awards under the Company’s equity plans.

It is the Company’s policy to neither backdate option grants or other share-based awards to take advantage of a lower share price nor to schedule grants of options or other share-based awards before or after specific events to take advantage of anticipated movements in the price of our shares.

It is also the Company’s policy to grant options with an exercise price no less than the closing sales price as quoted on the NASDAQ on the date of grant, except in the case of any sharesave sub-plans adopted by the Company for non-U.S. employees, for which the exercise price of the option was set at a 5% or 10% discount off the closing sales price on the date before employees are invited to participate. In addition, none of the Company’s share-based plans permit the re-pricing of options without obtaining shareholder approval. The Company has not granted any options since the Merger.

Under this policy, annual share-based awards for executive officers are authorized by the Compensation Committee and the grant date is on the date of that meeting or a date specified by the Compensation Committee no later than 90 days following that meeting. Except as directed by the Compensation Committee, share-based awards granted in connection with a new hire, a promotion or the assignment of additional responsibilities to an existing employee or for retention purposes will be considered granted on March 3^rd, May 13^th, August 13^th, November 13^th or December 1^st (or if the applicable grant date was not a trading day, the next trading day) on the date most closely following the date on which such recipient’s employment or promotion or assignment of new responsibilities commenced and such award was approved.

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Executive Compensation: Compensation Discussion and Analysis (continued)

Tax Implications

The Compensation Committee considered the anticipated tax treatment to the Company and to the executive officers in its review and establishment of compensation programs and payments. Section 162(m) of the Internal Revenue Code (“IRC”) imposes a limit on the amount a company may deduct for U.S. tax purposes for compensation paid to executive officers covered by Section 162(m). A company’s principal executive officer and principal financial officer serving at any time during the taxable year, its three other most highly compensated executive officers employed at the end of the taxable year and any employee who was covered under Section 162(m) for any earlier tax year that began after December 31, 2016 will be covered by Section 162(m). For taxable years beginning prior to December 31, 2017, compensation that qualified as “performance-based” under Section 162(m) was excluded from the deductibility limit if, among other requirements, the compensation was payable only upon the attainment of pre-established, objective performance goals under a plan approved by a company’s shareholders. When the Compensation Committee determined it appropriate, the Company has granted the STI awards and certain of its stock-based awards that were granted to the 162(m) covered executive officers in a manner that is intended to meet the requirements of the qualified performance-based compensation exception. However, the exemption from Section 162(m)’s deduction limit for qualified performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond the control of the Compensation Committee can affect deductibility of compensation and there can be no assurance that compensation paid to our executive officers who are covered by Section 162(m) will be fully deductible in light of the Section 162(m) deductibility limitations. In addition, the transition relief from the changes to the Section 162(m) deductibility limitations may not be available for currently outstanding compensation arrangements, that were designed to be qualified performance-based compensation and, therefore, compensation payable under these arrangements may not be deductible to the extent the amounts exceed the deductibility limitations.

While our general policy has been to preserve the tax deductibility of compensation paid to executive officers, the repeal of the qualified performance-based compensation exception from the Section 162(m) deductibility limitations will restrict our ability to pay compensation that is fully deductible. Moreover, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that may not be deductible when the Compensation Committee believes that such payments are appropriate and in the best interests of the Company, taking into consideration changing business conditions and the performance of its employees.

The Compensation Committee will continue to monitor developments and assess alternatives for preserving the deductibility of compensation payments and benefits to the extent reasonably practicable, including in connection with the changes to Section 162(m), consistent with its compensation policies and as determined to be in the best interests of the Company and its shareholders.

Payments on Change of Control and Termination

The Compensation Committee believes that severance benefits are a necessary component of a competitive compensation program because they minimize distraction and ensure continuity during times of uncertainty or transition, including during a change of control. In certain cases, such benefits are consideration for an executive’s agreement not to compete. Set forth below is a summary of the NEOs’ termination arrangements. For additional details on payments that may be due to the NEOs in certain termination scenarios, see “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change of Control.”

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Executive Compensation: Compensation Discussion and Analysis (continued)

Mr. Haley (CEO)

Mr. Haley’s original employment agreement provides that upon the earliest to occur of a termination of Mr. Haley’s employment by the Company without “cause,” Mr. Haley’s resignation for “good reason,” and a termination of employment due to his death or disability (as such terms may be defined in the employment contract), Mr. Haley is entitled to (i) a severance payment equal to the sum of two times his annual base salary and two times his target STI award, payable in a lump sum, (ii) the full amount of his STI award for the year of termination, based on actual performance, (iii) continued medical coverage at the active employment rate for up to 18 months, (iv) treatment of his equity incentive awards in accordance with the terms of the applicable award agreements and (v) the waiver of service requirements under any retention policy applicable to Mr. Haley’s prior cash incentive compensation awards. The same termination arrangements are provided under Mr. Haley’s Amended Agreement.

With respect to Mr. Haley’s PSU Award and Supplemental Award granted in 2016, his Employment Agreement provided that in the event that his employment was terminated by the Company without cause, he resigned for good reason, or was terminated due to his death or disability, he would have become vested in a number of shares underlying his PSU Award and Supplemental Award based upon the achievement of the performance measures as of the end of the year in which such termination occurs multiplied by the full amount if the termination had occurred during 2018. Any shares so vested would have been settled by the March 15th immediately following the year in which the termination occurred.

Mr. Burwell (CFO)

Mr. Burwell’s offer letter provides that in the event of a termination of Mr. Burwell’s employment by the Company for any reason other than “Good Cause”, Mr. Burwell is eligible for severance compensation equal to 12 months’ base salary at the time of termination plus his target STI award, subject to Mr. Burwell’s execution of a severance and release agreement. Mr. Burwell will not be entitled to severance payments if he voluntarily terminates his employment or is terminated for Good Cause. Under the offer letter, Good Cause is defined as: (i) gross and/or chronic neglect of his duties, (ii) conviction of a felony or conviction of a misdemeanor involving moral turpitude, (iii) dishonesty, embezzlement, fraud or other material willful misconduct by him in connection with his employment, (iv) violation of the restrictive covenant provisions contained in his Confidentiality and Non-Solicitation Agreement or in any other agreement with the Company or any affiliate, (v) material breach of any duty owed to the Company, including, without limitation, the duty of loyalty, (vi) material breach of any material obligations under any agreement with the Company or any affiliate and (vii) any material breach by Mr. Burwell of the Company’s Code of Conduct. Good Cause does not include any immaterial, isolated instance of ordinary negligence or failure to act, whether due to an error in judgment or otherwise, if Mr. Burwell has exercised substantial efforts in good faith to perform the duties reasonably assigned or appropriate to his position.

Other Named Executive Officers

The Company maintained the legacy Willis Group and legacy Towers Watson severance arrangements for the respective executive officers based on their legacy company. The NEOs do not receive any form of tax gross-ups, significant perquisites or automatic payments in connection with a change of control of the Company.

Executive officers from legacy Willis Group, including Messrs. Shalders and Jones, receive severance protection in limited circumstances primarily where the officer is terminated by the Company without cause or the employee resigns for good reason. Legacy Willis Group executive officers are entitled to enhanced severance benefits in the event that the officer’s employment is terminated by the Company without cause or by the officer for good reason within 24 months following a change of control. In addition, the executive officers would be entitled to full service vesting credit for certain equity awards. This was intended to ensure that the officers are motivated primarily by the needs of the businesses for which they are responsible, and, therefore, that they act in the best interests of our shareholders, even if such actions are contrary to their personal interests.

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Executive Compensation: Compensation Discussion and Analysis (continued)

Executive officers from legacy Towers Watson, including Mr. Wickes, are not a party to any employment or change in control severance agreements. They are eligible for the same severance pay plan as all U.S.-based associates from legacy Towers Watson. The plan provides for severance pay in an amount equal to 3 weeks’ base pay for each completed year of the NEO’s service, plus 12 weeks, up to a maximum of 44 weeks’ pay, payable in a lump sum upon termination.

Effective January 1, 2019, the Company adopted the Willis Towers Watson U.S. Severance Pay Plan, a harmonized severance pay plan applicable to all U.S. employees regardless of legacy company, that supersedes all other severance benefits plans, programs or policies previously applied by the Company for U.S. employees. Executive officers, such as Mr. Wickes, who are not party to any employment or change in control severance agreements would be eligible for severance benefits under this plan, which would include: (i) severance pay in an amount equal to 3 weeks’ base pay for each completed year of the NEO’s service, plus 12 weeks, up to a maximum of 52 weeks’ pay, payable in lump sum upon termination, (ii) continued medical and dental benefits coverage through COBRA for the same number of weeks determined for severance pay, and (iii) outplacement services for a period of 6 months.

Compensation Decision Process and Methodology

Role of the Compensation Committee

The Compensation Committee is responsible for evaluating the compensation levels for each of the NEOs and for administering the Company’s executive compensation program. The Compensation Committee reviews and approves all components of executive compensation for the NEOs, including the CEO whose compensation is ratified by the other independent directors. In addition, each year, the Compensation Committee reviews and approves the corporate goals and key objectives related to the NEOs’ compensation, evaluates their performance in light of those goals and objectives and determines and approves their compensation, including for the CEO, whose compensation may be approved by the Compensation Committee together with the other independent directors. The operating financial metrics are based on the budget agreed upon by the Board with management.

Compensation Risk Analysis

In reviewing the Company’s pay programs, the Compensation Committee considers whether the programs encourage unnecessary or excessive risk taking that might have an adverse impact on the Company. At the request of the Compensation Committee, the Company’s internal compensation consultants (the “WTW consultants”) completed a 2018 risk assessment of the Company’s compensation programs with the review and concurrence of Semler Brossy Consulting Group LLC (“SBCG”), the Compensation Committee’s independent compensation consultant. The 2018 risk assessment included a review of the design and features of the Company’s incentive compensation programs in place, as well as an evaluation of program structure and philosophy, design characteristics, performance management and governance practices relative to compensation risk factors. The 2018 compensation risk assessment led SBCG and the Compensation Committee to agree that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

Role of External Compensation Committee Consultant

The Compensation Committee has the independent authority to hire external consultants as well as the sole authority to retain and terminate the services of its consultant. In 2018, the Compensation Committee engaged SBCG as its independent consultant.

During the course of 2018, SBCG worked directly under the guidance of the Company’s Compensation Committee, in cooperation with management, to assist the Committee with executing its executive compensation-related responsibilities. In such role, the Compensation Committee’s consultant served as

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Executive Compensation: Compensation Discussion and Analysis (continued)

an objective third-party advisor in assessing the reasonableness of compensation levels and the appropriateness of the design of the evolving compensation program structure in supporting the current and future business strategy and human resource objectives. SBCG attended all of the formal meetings of the Company’s Compensation Committee during 2018.

During 2018, SBCG supported the Company’s Compensation Committee by assisting with the design and administration of the Company’s executive compensation pay practices, including:

The Compensation Committee was also provided compensation market data and inputs from WTW consultants. The Compensation Committee along with SBCG used the data and analysis provided by the WTW consultants to ensure that the compensation practices were consistent with the compensation philosophy and objectives for both the amount and composition of executive compensation, including that of Mr. Haley. Based on the data and analysis provided by the WTW consultants as reviewed by SBCG as well as information from management, SBCG and outside counsel, the Compensation Committee applied business judgment in recommending compensation awards, taking into account the dynamic nature of the brokerage and consulting businesses internationally and the adaptability and response required by the senior leadership to manage significant changes that arose during the course of the year.

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

Role of the CEO and Management

The CEO does not participate in the Compensation Committee’s determination of his own compensation. However, he makes recommendations to the Compensation Committee for each of the other NEOs. The CEO bases these recommendations on his holistic assessment of each executive’s performance, as well as segment/geography/function and overall Company goals for the fiscal year as described above. The Compensation Committee reviews and considers the CEO’s recommendations, makes adjustments as it determines appropriate, and approves compensation in its sole discretion.

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Executive Compensation: Compensation Discussion and Analysis (continued)

Use of Peer Company Data

In making its determinations for fiscal year 2018, the Compensation Committee relied on publicly available information of a select group of peer companies as well as survey data from the Company’s compensation surveys to inform the pay levels and structures for the senior executive team. All compensation data used was reviewed and supported by SBCG as the Compensation Committee’s independent compensation consultant.

The peer group was selected by the Compensation Committee based on the recommendations of the WTW consultants and SBCG based on input from management on the comparability of the business operations of potential peer group companies, including reasonably comparable size (based on revenue and market capitalization) and industry. Information about the peer group companies was used to inform decisions regarding pay levels and mix and program design.

For conducting a competitive assessment of the compensation levels for the Company’s executives for fiscal year 2018, the Compensation Committee approved the below peer group of 17 companies. For 2018, Xerox was replaced by Conduent, which was a spin-off of Xerox in early 2017. In addition, Progressive Corp. was removed from the peer group for 2018 due to its increasingly larger revenues.

At the time the peer group was approved by the Compensation Committee, Willis Towers Watson was at the 50^th percentile in terms of total revenues and was at the 56^th percentile in terms of market capitalization among this peer group.

Although the Compensation Committee references target pay for all of the companies listed in the peer group, particular attention was given to the pay practices of Aon plc and Marsh & McLennan Companies, Inc. as these two companies represent our most direct competitors.

52 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY