UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On June 5, 2020, Willis Towers Watson Public Limited Company, a corporation organized under the laws of Ireland (the “Company”), adopted changes to the short-term incentive compensation program (the “STI Program”) for the Company’s executive officers for 2020. The general principles applicable to the STI Program for the Company’s broader base of employees have not been changed. These changes to the executive officer STI Program’s methodology were made so that the overall funding percentage for that STI Program (as a percentage of target) would be closer to the funding percentage for short-term incentive awards made to a broader group of employees eligible for such awards and so that executive officers from different business units would be more closely aligned, thereby promoting an even more unifying, team mindset that is intended to help the Company manage the economic uncertainty created by the COVID-19 pandemic.
Under the 2019 STI Program, each executive officer was eligible to receive an annual target award expressed as a percentage of his or her base salary. The awards were payable in cash and the performance goals were weighted based upon the executive officer’s responsibilities. The CEO’s award was based (i) 80% upon enterprise financial results and (ii) 20% upon individual objectives. The awards for those officers leading a business segment or business geography were based (i) 20% upon enterprise financial results, (ii) 60% upon the business segment or geography performance, as relevant, and (iii) 20% upon individual objectives. The awards for those officers leading a corporate function were based (i) 60% upon enterprise financial results, (ii) 20% upon corporate function performance, and (iii) 20% upon individual objectives. Financial performance metrics for the 2019 STI Program awards were based on total adjusted revenues and adjusted operating income on an enterprise and business segment/geography level.
Under the 2020 STI Program, all executive officers will continue to be eligible to receive an annual target award expressed as a percentage of his or her base salary (which range from 80% to 200%). The awards will be weighted (i) 80% upon enterprise financial results and (ii) 20% upon individual objectives. This change is intended to incentivize collaboration among the executive officers. The attainment level for the portion of the award that is based on enterprise financial performance will be determined based on the same percentage of target that the broad-based bonus pool for employees is funded.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 5, 2020 |
WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | |||||
| By: |
/s/ Matthew Furman | |||||
| Matthew Furman | ||||||
| General Counsel | ||||||