Date and Time:

Wednesday, May 17, 2023 at 9:30 a.m. IST. Registration begins at 9:00 a.m. IST.

The Shelbourne Hotel, 27 St. Stephen’s Green, Dublin, Ireland

Election of ten directors

Advisory (non-binding) vote to ratify the appointment of the independent auditors and binding vote to fix the independent auditors’ remuneration

Advisory (non-binding) vote to approve named executive officer compensation

Advisory (non-binding) vote on frequency of advisory vote on executive compensation

Renewal of the Board’s existing authority to issue shares under Irish law

Renewal of the Board’s existing authority to opt out of statutory pre-emption rights under Irish law

Only shareholders of record on March 20, 2023 are entitled to receive notice of, and to attend and vote at, the meeting and any adjournment or postponement of the meeting.

Shareholders may vote by mail, over the Internet, by telephone, or in person at the annual meeting. See “Additional Information — Information about the Proxy Materials and the 2023 AGM” in this Proxy Statement for more information.

Shareholders entitled to attend and vote at the 2023 AGM may attend at The Shelbourne Hotel, 27 St. Stephen’s Green, Dublin, Ireland.

We understand that Irish law generally requires companies to hold shareholder meetings at a physical location. However, we encourage our shareholders to vote by proxy prior to 4:59 a.m. IST on May 17, 2023. With respect to shares held through a Company employee share plan, shareholders must vote by proxy prior to 4:59 a.m. IST on May 13, 2023.

Shareholders who wish to attend the meeting in person should review “Additional Information — Information about the Proxy Materials and the 2023 AGM — What do I need in order to be admitted to the AGM?”, “May shareholders attend the meeting virtually?” in this Proxy Statement. You will need proof of record or beneficial ownership of the Company’s ordinary shares as of that date in order to enter the meeting.

This Proxy Statement, the Company’s Annual Report on Form 10-K and the Irish Statutory Accounts are available at www.proxyvote.com. These materials were mailed or made available to shareholders on or about April 5, 2023.

   Proxy Statement Highlights

i

   Proposal No. 1:

Elect Directors

1

   Corporate Governance

16

   Proposal No. 2:

Advisory (Non-binding) Vote to Ratify the Appointment of Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit and Risk Committee, to Fix the Independent Auditors’ Remuneration

32

   Proposal No. 3:

Advisory (Non-binding) Vote on Named Executive Officer Compensation

36

   Executive Compensation: Compensation Discussion and Analysis

37

   Human Capital and Compensation Committee Report

67

   Human Capital and Compensation Committee Interlocks and Insider Participation

67

   Compensation Tables

68

   Proposal No. 4:

Advisory (Non-binding) Vote on Frequency of Advisory Vote on Executive Compensation

102

   Proposal No. 5:

Renew the Board’s Existing Authority to Issue Shares under Irish Law

103

   Proposal No. 6:

Renew the Board’s Authority to Opt Out of Statutory Pre-emption Rights under Irish Law

104

   Additional Information:

106

      Security Ownership of Certain Beneficial Owners and Management

106

      Incorporation by Reference

108

      Information about the Proxy Materials and the 2023 AGM

108

      Shareholder and Other Proposals for the 2023 AGM

113

      Disclaimer Regarding Forward-Looking Statements

114

Proposal

Page

number

Vote

Requirement

Proposal No.1: Elect Directors

To elect the ten persons named in this Proxy Statement to serve as directors for a one-year term until the next AGM

Majority of

votes cast

Proposal No. 2: Ratify the Appointment of the Independent Auditors in an Advisory (Non-binding) Vote and Fix the Independent Auditors’ Remuneration in a Binding Vote

To ratify, on a non-binding advisory basis, the selection of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and to authorize the Board, acting through the Audit and Risk Committee, to fix the remuneration of the independent auditors on a binding basis

Majority of

votes cast

Proposal No. 3: Approve Named Executive Officer Compensation in an Advisory (Non-binding) Vote

To approve, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers

Majority of

votes cast

Proposal No. 4: Set the Frequency of Advisory Vote on Executive Compensation in an Advisory (Non-binding) Vote

To approve, in an advisory (non-binding) vote, whether the advisory vote on the Company’s named executive officer compensation should be held every year, every two years or every three years

Majority of

votes cast

Proposal No. 5: Renew the Board’s Existing Authority to Issue Shares under Irish Law

To renew the Board’s authority to issue up to approximately 20% of the Company’s issued ordinary share capital as of March 20, 2023, for a period expiring 18 months from the passing of the resolution

Majority of

votes cast

Proposal No. 6: Renew the Board’s Existing Authority to Opt Out of Statutory Pre-emption Rights under Irish Law

To renew the Board’s authority to issue, free of pre-emptive rights, up to 5% of the Company’s issued ordinary share capital as of March 20, 2023 (and an additional 5% provided the Company uses it only in connection with an acquisition or approved capital acquisition) for a period expiring 18 months from the passing of the resolution

75% of

votes cast

Key Director Statistics*

Our Board includes LGBT+ and Black
representation, and 75% of Board
Committee Chairs are diverse.

In 2022, six new directors, including a
new CEO and five new independent
directors, joined the Board.

In 2023, three new independent
directors joined the Board.

As of the conclusion of the 2023 AGM assuming all Company-nominated directors are elected and join the Board

Multi-Year Board Succession and Refreshment

Corporate Governance Highlights

Focus on multi-year Board succession and refreshment to help ensure that the Board’s composition remains aligned with the evolving needs of the business, including through robust annual Board evaluation process

Board Committee and Chair refreshment help ensure that fresh viewpoints and perspectives are regularly considered

Regular review of Board Committee responsibilities and focus, resulting most recently in the renaming of the Human Capital and Compensation Committee (the “HCC Committee”) to demonstrate its ongoing focus on human capital matters in addition to compensation

Operational Transformation Committee oversight of the implementation of the Company’s operational transformation plan (the “Transformation Program”), which aims to achieve significant run rate cost savings by the end of 2024

Active Board participation in management succession and oversight of Company strategic planning

Onboarding and regular continuing director education

Formal Board and Board Committee oversight of ESG initiatives, risks and disclosures

Board Committee Overview

Audit and Risk Committee

The Audit and Risk Committee generally assists the Board in overseeing, among other matters:

•  the integrity of the Company’s financial statements;

•  the independent auditors and the internal audit function;

•  the Company’s compliance with legal and regulatory requirements, and internal accounting controls and procedures; and

•  risk management at the Company and its subsidiaries, and the enterprise risk management framework, policies and practices used to identify, assess and manage key risks facing the Company and its subsidiaries.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee generally assists the Board in overseeing, among other matters:

•  Board Committee purpose, structure and operations;

•  the director selection process, the development of director qualification standards and the identification of director nominees;

•  the evaluation of director time commitments, including with respect to other board leadership positions; and

•  the Company’s ESG initiatives (with the relevant Board Committees managing their specific ESG responsibilities pursuant to their respective charters), and corporate social responsibility initiatives, which include the Company’s environmental sustainability program and charitable contributions.

Human Capital and Compensation Committee

The Human Capital and Compensation Committee generally assists the Board in overseeing, among other matters:

•  the Company’s general compensation philosophy and the development and implementation of compensation programs in accordance with the philosophy;

•  executive officer compensation, annual corporate goals and objectives relevant to their compensation, and their performance in light of those goals;

•  compensation policies as well as incentive compensation and equity-based plans for the executive officers; and

•  the implementation of the Company’s human capital and talent strategy, including recruiting and development strategies, inclusion and diversity initiatives and the development of senior leaders.

Operational Transformation Committee

The Operational Transformation Committee generally assists the Board in overseeing, among other matters:

•  management efforts to develop, implement and monitor the Transformation Program and drive operational efficiencies;

•  management’s initiatives to drive operational efficiencies and the implementation of the Transformation Program; and

•  risk management in relation to the Transformation Program and risks arising out of the Company’s operations that support the Company’s businesses, including, among other items, risks related to technology, cybersecurity and information security.

Environmental, Social and Governance (“ESG”)

Shareholder Outreach

WTW

Delivering superior advice, broking and solutions in the areas of people, risk and capital.

We have:

•   A portfolio of leading businesses in attractive markets

•   A distinctive mix of complementary businesses

–  Accomplished and aspiring talent

–  Collaborative client-first culture

–  Sophisticated data and analytics

–  Powerful tools

•   A strong balance sheet and significant financial flexibility

Segment Overview

Health, Wealth & Career (“HWC”)

World-class portfolio of leading businesses providing advisory and consulting services within human capital, employee benefits and retirement verticals

Risk & Broking (“R&B”)

Risk advisory and solutions business delivering innovative, integrated solutions tailored to client needs and underpinned by cutting edge data and analytics, technology and experienced risk thinkers

2022 Named

Executive Officers

(“NEOs”)

•  Our 2022 NEOs are Carl Hess (CEO), Andrew Krasner (CFO), Julie Gebauer (Global Head of HWC), Adam Garrard (Global Head of R&B) and Matthew Furman (General Counsel).

Pay for

Performance:

Short-Term

Incentive (“STI”)

and Long-Term

Incentive (“LTI”)

Awards

•  Significant portion of NEO compensation is variable and at-risk, including STI awards (cash) and LTI awards (equity).

•  Incentive plans include a range of metrics to reward NEOs for exceptional performance and contributions at the enterprise, business and individual levels.

•  Based on our financial performance, progress against our strategic priorities, and other factors taken into consideration for 2022, NEO 2022 STI awards were earned at 102.9% to 110.7% of target and 2020 LTIP performance-based restricted share units (“PSUs”), with a performance period that concluded at the end of 2022, were earned at 96.8% of target.

Refer to the section entitled “Executive Compensation: Compensation Discussion and Analysis” for a detailed discussion on 2022 performance relative to the goals and objectives of our incentive plans and resulting NEO pay outcomes.

Shareholder

Aligned

Executive

Compensation

Program

•  LTI award, in the form of 75% PSUs and 25% time-based restricted share units (“RSUs”), makes up the largest portion of the CEO’s target total direct compensation and, on average, 46% of the other NEOs’ target total direct compensation.

•  2022 PSU performance metrics align a significant portion of NEO compensation with publicly disclosed 2024 financial targets, which reflect WTW’s strategic priorities and commitment to driving shareholder value.

•  Majority of 2022 STI awards are based on enterprise financial performance and shared key enterprise operational initiatives which support and drive successful execution of our strategic priorities.

•  Share ownership policy applicable to executive officers; minimum guideline of 6x base salary for CEO and 3x base salary for all other executive officers).

Compensation

Recoupment

•  Compensation recoupment policy applicable to NEOs’ cash and equity incentive awards in the event of financial restatement or detrimental conduct.

The Company is subject to the rules of the NASDAQ and, once they are effective and applicable to the Company, the Company intends to comply with the rules adopted by NASDAQ in accordance with the SEC’s October 2022 rules promulgated under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Executive

Severance

Plans

•  Executive severance plans provide for the payment of certain severance benefits to NEOs in the event of: (i) involuntary termination outside of a change in control period and (ii) involuntary termination or good reason resignation during a of change in control period.

•  Severance amounts are competitive with market practices and determined as a multiple of the NEO’s base salary and STI target and may also include a pro-rata portion of the STI award payable for the year of termination and the cost of continued medical coverage for a period following termination.

•  NEOs do not receive any form of tax gross-ups, significant perquisites or automatic payments in connection with a change in control of the Company.

Say-on-Pay

•  We hold an annual advisory vote on the compensation of our NEOs.

•  Shareholder support of our executive compensation program has been consistently strong with a Say-on-Pay approval rate of 96.7% at the 2022 AGM.

appointed nine new directors, including a new CEO and eight new independent directors:

Dame Inga Beale, Michael Hammond, Shelly Swanback, Fumbi Chima and Paul Reilly joined the Board in 2022, were subsequently elected at the 2022 AGM and are nominated for election at the 2023 AGM; and

Stephen Chipman, Jacqueline Hunt and Fredric Tomczyk joined the Board, effective as of April 1, 2023, and are nominated for election at the 2023 AGM.

in order to facilitate the director transition process and allow directors to spend time on other commitments, accepted the decision of seven legacy independent directors not to run for re-election to the Board at the 2022 and 2023 AGMs.

As part of this, Dr. O’Neill and Ms. Rabbitt have announced their decision not to run for re-election to the Board at the upcoming 2023 AGM.

formed a new Operational Transformation Committee, effective in 2022, to oversee the implementation of the Company’s Transformation Program and Company’s operational risks.

appointed Paul Thomas as the new independent Chair of the Board, whose term commenced effective as of the conclusion of the 2022 AGM.

rotated and refreshed Board Committee Chairs and Committee members, resulting in 75% diversity among the Committee Chairs as of the conclusion of the 2023 AGM.

after a regular review of Board Committee responsibilities and focus areas, renamed the “Compensation Committee” as the “Human Capital and Compensation Committee” to demonstrate its ongoing focus on human capital matters in addition to compensation.

40% of directors identify as female;

10% of directors identify as LGBT+;

10% of directors identify as Black;

60% of directors have non-U.S. citizenship; and

75% of Board Committee Chairs are female and 50% identify as Black or LGBT+.

Female

Male

Non-Binary

Did Not Disclose

Gender

Part I: Gender Identity

Directors

Part II: Demographic Background

African American or Black

Alaskan Native or Native American

Asian

Hispanic or Latino/a/e

Native Hawaiian or Pacific Islander

White

Two or More Races or Ethnicities

LGBT+

Did Not Disclose Demographic Background

Step 1: The Governance Committee reviews and approves the process and outline for questions (whether in the form of written questionnaires or questions to be used for open dialogue), including whether to appoint a third-party facilitator.

Step 2: Directors provide responses to the questions, which address a variety of topics including, among other things:

Board composition and structure;

meetings, materials and topics;

Board interaction with management;

continuing education; and

effectiveness of the Board.

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

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

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

by the full Board, with discussions being led by the Non-Executive Chair. Each Committee Chair also reports to the full Board regarding any discussions held at the Committee closed sessions.

Step 4: Based on evaluation results, the Non-Executive Chair and Committee Chairs work to implement changes in practices or procedures, as appropriate.

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

believes that the Board as a whole has the skills to support oversight of ESG matters, as reflected by directors’ experience in the areas of public policy, talent management solutions, healthcare, diversity and inclusion, global management, strategy and risk management, among other areas and as further described below.

believes that, as the Company’s business also requires continuous compliance with the regulatory requirements of various agencies, experience with regulated financial services is helpful.

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 2022, all directors satisfied these criteria.

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

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

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

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

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

Independent Director;

Audit and Risk Committee Member*;

Operational Transformation Committee Member

Director qualification highlights include:

•  CEO/management experience

•  Industry experience

•  Financial expertise

Dame Inga Beale

Dame Inga Beale, 59, has served on the Board since January 1, 2022.

Ms. Beale is the former Chief Executive Officer of Lloyd’s of London, a role she held from 2014 to 2018. Previously, Ms. Beale was Chief Executive Officer of Canopius Group Ltd, with its principal operations at Lloyd’s, from 2012 to 2014. Prior to that, from 2008 through 2011, she was Global Chief Underwriting Officer and Head of Mergers & Acquisitions, Organizational Transformation and Internal Consulting for Zurich Insurance Group. She held the role of Group CEO of Swiss reinsurer Converium Ltd in 2006 and 2007, after having spent 14 years in a variety of international roles for GE Insurance Solutions in both Europe and the US. She was appointed Dame Commander of the Order of the British Empire (DBE) in the 2017 New Year Honours for services to the economy.

Ms. Beale has served as a member of the Geneva Association Board from 2014 to 2018, a member of the UK Government’s Financial Services Trade and Investment Board from 2015 to 2018, and a member of the London Mayor’s Business Advisory Board from 2016 to 2021. She currently serves on the public company boards of NN Group N.V., Crawford and Company, and Mediclinic International plc, where she is Chair. Ms. Beale is a Chartered Insurer and studied economics and accounting at Newbury College, Berkshire, England.

The Board has concluded that Ms. Beale should continue to serve on the Board due to, among other things, her previous executive and management experience in the insurance and reinsurance industry, including her time as CEO of multiple insurance and reinsurance companies. The Board believes that Ms. Beale’s management and directorship experience provides significant insight into global management, strategy, transformation and risk management.

*Service as Audit and Risk Committee Chair to begin effective as of the conclusion of the 2023 AGM

Independent Director;

Audit and Risk Committee Member; Corporate Governance and Nominating Committee Member*

Director qualification highlights include:

•  Executive/management experience

•  International business experience

•  Information technology expertise and oversight of information security

Fumbi Chima

Fumbi Chima, 48, has served on the Board since April 1, 2022.

Ms. Chima is currently the Executive Vice President and Chief Information Officer, a role she has had since 2020, at Boeing Employees’ Credit Union (BECU), a not-for-profit financial cooperative. Prior to BECU, Ms. Chima served in leadership roles at various companies in the retail and financial sectors, including as Chief Information Officer at Adidas AG, from 2019 to 2020, Chief Information Officer at Fox Networks Group, from 2017 to 2019, Chief Information Officer at Burberry Group plc, from 2015 to July 2017, and Chief Information Officer — Asia, at Walmart, Inc., from 2014 to 2015. Ms. Chima also previously served in other leadership roles at Walmart, Inc. from 2010 to 2014, and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010.

Ms. Chima currently serves on the public company boards of AZEK Company, Inc., a manufacturer of residential and commercial building products, and Whitbread plc, a British hospitality company. From August 2021 to September 2022, Ms. Chima served on the board of Ted Baker plc, a British luxury clothing company, which delisted from the London Stock Exchange in October 2022. Previously, Ms. Chima served as an independent member of the board of directors of Africa Prudential plc, technology-driven share registration and investor service provider, from August 2020 through March 2022, and served on the board of directors of Global Sources Ltd., a business-to-business media company with a focus on the Greater China market, from September 2016 to September 2017. Ms. Chima previously served in advisory roles for SAP Executive Advisory, from 2019 to 2020, and Apptio EMEA Advisory, in 2020. Ms. Chima received her Bachelor of Arts in Politics and Philosophy from the University of Hull. Ms. Chima’s career accolades include, among others, One of the Top 100 Women in STEM, 2018 One of the Most Influential Black Executives in Corporate America, 2015 Trailblazer Award by Face-to-Face Africa and 2012 IT Leader of the Year.

The Board has concluded that Ms. Chima should continue to serve on the Board due to, among other things, her global business and technology experience, including information technology expertise and oversight of information security, and for her leadership in diversity and inclusion efforts, including advocating for women in business globally. The Board believes that Ms. Chima’s broad range of experience with public and private company leadership positions and directorships provides significant insight into the Company’s global operations and information technology.

* Service as Corporate Governance and Nominating Committee Chair to begin effective as of the conclusion of the 2023 AGM

G

Independent Director;

Audit and Risk Committee Member; Operational Transformation Committee Member

Director qualification highlights include:

•  Executive/management experience

•  International business experience

•  Financial expertise

Stephen Chipman

Stephen Chipman, 61, has served on the Board since April 1, 2023.

Mr. Chipman has served in executive roles at several organizations. Most recently, from 2018 to 2019, Mr. Chipman served as Group Managing Director of Vistra, a private equity portfolio company, after its purchase of Radius, a private equity-backed global company providing technology-enabled services and solutions, where Mr. Chipman had served as CEO from 2016 through 2018. Prior to that, Mr. Chipman served as CEO of Grant Thornton LLP, a role he held from 2009 to 2014. Mr. Chipman held several roles at Grant Thornton including CEO of Grant Thornton China Management Corp. from 2006 to 2009; US Central Region Managing Partner and Office Managing Partner of Grant Thornton LLP from 2001 to 2006; Managing Partner, Global Services & Worldwide Director, at Grant Thornton LLP from 1996 to 2000; Asia Pacific Regional Technical Director with Grant Thornton International from 1992 to 1995; and Audit Professional at Grant Thornton from 1981 to 1991.

Mr. Chipman currently serves as a director of Prudential Insurance Funds overseeing the management and performance of approximately $160 billion of assets in over 100 funds and strategies. He also serves on the board of Stout, a private equity-backed global advisory firm, and as chair of the board of Auxadi Holdo, a private equity-backed international corporate services company. Additionally, Mr. Chipman serves as the interim board chair of One Sky Foundation, a not-for-profit organization. Mr. Chipman was educated at Plymouth College and Plymouth Polytechnic in Plymouth UK. He is a U.S. Certified Public Accountant and a Chartered Accountant in England and Wales.

The Board has concluded that Mr. Chipman should continue to serve on the Board due to, among other things, his significant management and strategic experience gained from a multitude of leadership roles. The Board believes that Mr. Chipman’s various executive officer positions provide significant insight into executive management and financial and risk management.

Independent Director; Human Capital and Compensation Committee Member; Operational Transformation Committee Member*

Director qualification highlights include:

•  CEO/management experience

•  International business experience

•  Industry expertise

Michael Hammond

Michael Hammond, 65, has served on the Board since January 1, 2022.

Mr. Hammond is a retired senior executive with experience at several international insurance broking firms. Most recently, he served in a variety of senior roles at Lockton. This included Chairman and CEO, Lockton Overseas, from 2016 to 2017, Chairman, Lockton International Holdings Ltd., from 2016 to 2017, CEO of Lockton International Holdings Ltd., from 2006 to 2016, and CEO of Lockton Companies LLP from 2010 to 2015. He previously served as CEO of JLT Risk Solutions and a member of the Board of JLT Group plc, from 2004 to 2005, and CEO of Marsh UK Ltd., from 2000 to 2003.

Mr. Hammond previously served on the board of directors of Lockton Cos., from 2011 to 2016, and, from 2006 to 2017, he served on the boards of directors at a number of privately-owned companies and subsidiaries of Lockton Cos., including as Chairman of Lockton Overseas Ltd., an investment management company, and as a director of Lockton, Inc., a risk management, insurance and employee benefits service provider, Lockton (MENA) Ltd., an insurance service provider, and Lockton Wattana (Thailand) pte, an insurance broker. Previously, Mr. Hammond also served on the boards of directors at JLT, a provider of insurance, reinsurance, employment benefits advice and brokerage services that was acquired by MMC, from 2005 to 2006, Marsh, Inc. (“Marsh”), a global professional services firm, from 2002 to 2003, and certain Marsh subsidiaries, from 2000 to 2003. Mr. Hammond currently serves as the Chairman of The London Insurance Market Charitable Trust and as a member of the University of East Anglia Student Business Enterprise Fund and Advisory Board. Mr. Hammond received his Bachelor of Arts in Economics and Social Studies from the University of East Anglia.

The Board has concluded that Mr. Hammond should continue to serve on the Board due to, among other things, his significant experience as CEO at large global insurance broking entities and his industry expertise. The Board believes that Mr. Hammond’s relevant management and board experience provides significant insight into global strategy and operations.

*Service as Operational Transformation Committee Chair to begin effective as of the conclusion of the 2023 AGM

Chief Executive Officer

Director qualification highlights include:

•  CEO/management experience

•  International business experience

•  Financial expertise

Carl Hess

Carl Hess, 61, has served as Chief Executive Officer of the Company since January 1, 2022. Previously, Mr. Hess served as President from August 16, 2021 and, before that, as Head of Investment, Risk and Reinsurance from October 27, 2016 to August 16, 2021. Prior to that, Mr. Hess served as the Co-Head of North America at Willis Towers Watson from January 4, 2016, following the merger of legacy Willis Group and legacy Towers Watson, until October 27, 2016, and as Managing Director, The Americas, of Towers Watson from February 1, 2014 until January 4, 2016. Before that, he served as the Managing Director of Towers Watson’s Investment business from January 1, 2010 until February 1, 2014. Before his service at Towers Watson, Mr. Hess worked in a variety of roles for over 20 years at Watson Wyatt, lastly as Global Practice Director of Watson Wyatt’s Investment business. Mr. Hess is a Fellow of the Society of Actuaries and the Conference of Consulting Actuaries and a Chartered Enterprise Risk Analyst. Mr. Hess has a Bachelor of Arts cum laude in logic and language from Yale University.

The Board has concluded that Mr. Hess should continue to serve on the Board due to, among other things, his appointment as CEO and significant experience with and considerable knowledge of Willis Towers Watson, which he gained through his combined years of service as an employee, manager and officer of Willis Towers Watson, legacy Towers Watson and legacy Watson Wyatt. This includes over 20 years of experience in various management roles. The Board believes that Mr. Hess’s substantive expertise in a wide range of the Company’s business, including investments, brokerage and employee benefits and actuarial consulting, as well as his education and affiliations as a Fellow of the Society of Actuaries and member of the Conference of Consulting Actuaries, provides significant insight into Willis Towers Watson’s business and management of a global business.

Independent Director; Corporate Governance and Nominating Committee Member; Human Capital and Compensation Committee Member

Director qualification highlights include:

•  Executive/management experience

•  Financial expertise

•  Industry experience

Jacqueline Hunt

Jacqueline Hunt, 55, has served on the Board since April 1, 2023.

From 2016 until 2021, Ms. Hunt served as a member of the Allianz SE management board with executive responsibility for the asset management and U.S. life insurance divisions. Prior to that, she served as executive director of Prudential plc and CEO of Prudential UK, Europe and Africa from 2013 to 2015. She served as group CFO of Standard Life from 2010 to 2013. Ms. Hunt has also held a number of senior management positions in companies including Aviva, Hibernian Group, Norwich Union Insurance, PricewaterhouseCoopers and RSA Insurance.

Ms. Hunt currently serves on the public company boards of Standard Chartered PLC, a multi-national bank with operations in consumer, corporate and institutional banking, and treasury services, and the Man Group PLC, an active investment management business. She also serves on the board of Rothesay Life PLC, the UK’s pensions insurance specialist. Ms. Hunt holds a Bachelor of Commerce and a Bachelor of Accounting degree from the University of the Witwatersrand and earned the Chartered Accountant designation.

The Board has concluded that Ms. Hunt should continue to serve on the Board due to, among other things, her industry experience, her significant management experience at various global companies, as well as her financial expertise. The Board believes that Ms. Hunt’s industry experience and management experience provide significant insight into global management and strategy as well as financial and risk management.

Independent Director; Corporate Governance and Nominating Committee Member; Human Capital and Compensation Committee Member

Director qualification highlights include:

•  CEO/management experience

•  Financial expertise

•  International business experience

Paul Reilly

Mr. Reilly, 68, has served on the Board since October 1, 2022.

Mr. Reilly is currently the Chief Executive Officer and Chair of the board of Raymond James Financial, a multi-national independent investment bank and financial services company, having served as CEO since May 2010. Prior to that, he served on the firm’s management team as president and CEO-designate from May 2009 to May 2010. He has served on the firm’s board of directors since 2006. From July 2007 to April 2009, Mr. Reilly was Executive Chairman of Korn/Ferry International, a global provider of talent management solutions with more than 90 offices in 39 countries throughout North America, Latin America, Europe, the Middle East, Africa and Asia Pacific. Mr. Reilly began his tenure with Korn/Ferry International as Chairman and CEO in 2001. Prior to that, he was CEO at KPMG International, a global network of professional services firms and one of the Big Four accounting organization, where he was responsible for the overall strategy and implementation of the firm’s products, services and infrastructure on a global basis. Before being named CEO at KPMG, Mr. Reilly ran the firm’s financial services business and earlier had held senior management positions in its real estate consulting group.

Mr. Reilly serves as the Chair of the American Securities Association (ASA) and as a member of the Board at Large of the Securities Industry and Financial Markets Association (SIFMA). He is also active with the Bank Policy Institute. Mr. Reilly’s charitable causes include involvement with the National Leadership Roundtable on Church Management and Our Lady of Divine Providence House of Prayer in Clearwater, Florida. Formerly, he acted as a board member of United Way Suncoast and as the Chair of the American Heart Association Heart Walk and Heart Ball. He received his Bachelor of Science degree and MBA from the University of Notre Dame and remains active with the school, serving the Business Advisory Council, and being recognized as a recipient of the Distinguished Alumnus Award in 2004-2005. In addition to his degrees, he earned the Certified Public Accountant designation.

The Board has concluded that Mr. Reilly should continue to serve on the Board due to, among other things, his significant experience as CEO at both a financial services company and a professional services company as well as his international business experience and financial expertise. The Board believes that Mr. Reilly’s relevant executive management and public company board experience provides significant insight into global strategy and operations.

Independent Director; Human Capital and Compensation Committee Chair; Operational Transformation Committee Member

Director qualification highlights include:

•  Executive/management experience

•  Technology experience

•  Operational transformation experience

Michelle Swanback

Michelle Swanback, 54, has served on the Board since January 1, 2022.

Ms. Swanback is currently CEO of TTEC Engage, a business unit of TTEC. Previously, she served as President, Product and Platform, of The Western Union Company from 2020 to 2022. From 2014 to 2020, Ms. Swanback served as the Group Operating Officer at Accenture Digital. She previously served as the lead for Accenture Technology, North America, from 2012 to 2014. She also served as a managing director in the North American operating unit of the Accenture Communications, Media, and Technology operating group from 2011 to 2012. Ms. Swanback has a Bachelor of Science, Computer Information Systems and Finance from Colorado State University, and completed the IMD Executive Management program at Lausanne in Switzerland.

The Board has concluded that Ms. Swanback should continue to serve on the Board due to, among other things, her executive management experience as well as her technology and operational transformation experience. The Board believes that Ms. Swanback’s experience, including her leadership positions at global technology companies, provides significant insight into the Company’s global operations and information technology.

Independent Director; Non-Executive Chair of the Board of Directors; Operational Transformation Committee Chair*; Audit and Risk Committee Member

Director qualification highlights include:

•  CEO/management experience

•  Relevant board and committee experience

•  Financial expertise

* Service as Operational Transformation Committee Chair to conclude effective as of the conclusion of the 2023 AGM

Paul Thomas

Paul Thomas, 66, has served on the Board since January 4, 2016, as Chair of the Operational Transformation Committee since January 2022 and non-Executive Chair of the Board since the conclusion of the 2022 AGM. Prior to that, starting in January 2010, Mr. Thomas served on the legacy Towers Watson board of directors, prior to the merger between Towers Watson and Willis Group Holdings in 2016, and as a member of the Audit Committee and the Risk Committee.

From November 2016 through March 2019, Mr. Thomas served as Senior Advisor of ProAmpac, a leading global flexible packaging company. Mr. Thomas retired on March 31, 2016 from his role as senior executive with the Rank Group NA, a position he had held since January 2011. He was previously the CEO of Reynolds Packaging Group from February 2008 through January 2011, when Alcoa sold the Reynolds Packaging Group business to the Rank Group. Mr. Thomas joined Alcoa in 1978 and, prior to the sale of its packaging businesses, most recently served as Executive Vice President for Alcoa and Group President for its Packaging and Consumer businesses. His prior roles included Executive Vice President responsible for the Alcoa Rolled and Engineered Products Group and Executive Vice President for People and Culture. Mr. Thomas holds a B.S. in Metallurgical Engineering and Material Sciences from Lehigh University and an Executive M.B.A. from the University of Tennessee.

The Board has concluded that Mr. Thomas should continue to serve on the Board due to, among other things, his significant experience as CEO or a senior executive at various large global companies, including his service as senior executive of the Rank Group NA, CEO of Reynolds Packaging Group and Executive Vice President of Alcoa. The Board believes that Mr. Thomas’s relevant management and Committee experience provides significant insight into financial and risk management as well as global strategy and operations.

Independent Director; Audit and Risk Committee Member; Corporate Governance and Nominating Committee Member

Director qualification highlights include:

•  CEO/management experience

•  Financial expertise

•  International business expertise

Fredric Tomczyk

Fredric Tomczyk, 67, has served on the Board since April 1, 2023.

Mr. Tomczyk previously served as president and CEO of TD Ameritrade from 2008 to 2016 and, prior to that, as Chief Operating Officer from 2007 to 2008 with responsibility for the implementation of the company’s growth strategy.

Prior to joining TD Ameritrade, Mr. Tomczyk served as the vice chair of corporate operations for TD Bank Group from 2002 through 2007. He also held a number of executive roles for Canada Trust, which later became TD Canada Trust. Prior to joining Canada Trust in 1998, he served as the president and CEO of London Life.

Mr. Tomczyk currently serves on the public company boards of CBOE Global Markets, Inc., a securities exchange holding company, and Sagen MI Canada, where he also serves as lead independent director and as a director of its operating subsidiary, Sagen Mortgage Insurance Company Canada. Mr. Tomczyk holds a B.S. degree in applied economics and business management from Cornell University and earned the Chartered Accountant designation.

The Board has concluded that Mr. Tomczyk should continue to serve on the Board due to, among other things, his significant experience as CEO at a financial services company as well as his financial expertise. The Board believes that Mr. Tomczyk’s management and directorship experience provides significant insight into global management, strategy and risk management.

convenes and presides at executive sessions of the independent and non-management directors;

serves as principal liaison on Board-related issues between the independent and non-management directors and the CEO and provides the CEO with feedback from executive sessions;

prior to Board meetings, discusses with the CEO the information to be provided to directors and reviews and approves such information;

approves Board meeting agenda items and, with the CEO, proposes for Board approval the Board’s calendar, including the number and frequency of Board meetings, to ensure there is sufficient time for discussion of all agenda items;

recommends to the Board the retention of outside advisors and consultants who report directly to the Board on Board-related issues;

consults with the Governance Committee on the appointment of chairs and members for Board Committees;

is available for consultation and communication with shareholders in appropriate circumstances, as instructed by the Board; and

performs such other functions and responsibilities as requested by the Board from time to time.

Audit and

Risk

Human Capital and  

Compensation 

Corporate
Governance and
Nominating

Operational
Transformation

Designates Committee Chair

Messrs. Stephen Chipman and Fredric Tomczyk and Ms. Jacqueline Hunt joined the Board and their respective Board Committees as of April 1, 2023.

Dr. O’Neill and Ms. Rabbitt are retiring from the Board at the 2023 AGM.

Audit and

Risk

Human Capital and  

Compensation 

Corporate
Governance and
Nominating

Operational
Transformation

the integrity of the Company’s financial statements;

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

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

the independent auditors’ qualifications and independence;

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

the Company’s establishment and maintenance of proper internal accounting controls and procedures;

the preparation of an audit committee report as required by the SEC for inclusion in the Company’s annual proxy statement and as required by NASDAQ;

the treatment of concerns regarding accounting, auditing, securities law and other matters reported by employees under the Company’s whistleblower policy;

the review of the Company’s corporate and tax arrangements and structures in connection with the Directors’ Compliance Statement contained in the Irish Statutory Accounts;

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

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

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

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

establishing, in consultation with senior management, the Company’s general compensation philosophy and overseeing the development and implementation of compensation programs in accordance with the philosophy;

reviewing and approving annual corporate goals and objectives relevant to the compensation of the CEO, evaluating the performance of the CEO in light of those goals and objectives, and (either as a Committee or together with the other independent directors) determining and approving the CEO’s compensation based on this evaluation, which compensation shall be ratified by the independent directors of the Board;

with respect to the executive officers other than the CEO, after consideration of the CEO’s recommendations, reviewing and approving annual corporate goals and objectives relevant to their compensation, evaluating their performance in light of those goals and objectives and determining and approving their compensation;

reviewing and approving compensation policies applicable to the executive officers;

evaluating executive compensation competitive practices and trends;

reviewing and approving incentive compensation plans for the executive officers, and equity-based plans, subject to any necessary shareholder approval;

in consultation with senior management, overseeing regulatory compliance with respect to compensation matters;

reviewing and discussing with senior management the Compensation Discussion and Analysis and approving its inclusion in the Company’s Proxy Statement and Annual Report on Form 10-K;

reviewing the results of the “say-on-pay” and “say-on-frequency” proposals included in this Proxy Statement and the appropriate response;

providing input and advice on the implementation of the Company’s human capital and talent strategy, including recruiting and development strategies, inclusion and diversity initiatives and the development of senior leaders.

making recommendations to the Board on the compensation for non-employee directors, Board Committee Chairs and Board Committee members;

making recommendations to the Board on director and executive officer share ownership guidelines and monitor compliance therewith;

annually evaluating the independence of the Committee’s compensation consultants, legal counsel and/or other advisors, taking into consideration the factors enumerated in NASDAQ listing standards;

reviewing the nature of services provided by the Committee’s compensation consultant, any remuneration provided to such consultant and evaluating, in accordance with SEC rules, whether any conflict of interest exists with respect to such consultant;

reviewing an assessment of the Company’s compensation programs to determine whether they create risks that would be reasonably likely to have a material adverse effect on the Company.

recommending to the Board, in light of the Board’s qualifications, the director nominees to stand for election by shareholders and in the event of any director vacancy;

developing and recommending director independence standards to the Board, periodically reviewing those standards and evaluating directors’ independence;

developing and recommending to the Board the director selection process for identifying, considering and recommending candidates to the Board and director qualification standards for use in selecting new nominees and periodically reviewing the process and standards;

assisting the Board in its evaluation of its non-employee directors’ time commitments, including with respect to other board leadership positions;

reviewing the appropriateness of continued service on the Board of members whose circumstances have changed, including if members contemplate accepting a directorship at another company or an appointment to an audit committee of another company;

making recommendations to the Board on matters relating to director tenure, which may include the retirement of Board members, term limits or a mandatory retirement age;

establishing, overseeing and recommending the purpose, structure and operations of the various Board Committees, and the qualifications and criteria for membership on each Board Committee;

recommending to the Board, from time to time, changes the Committee believes is desirable to the size of the Board or any Committee thereof;

recommending to the Board a nominee for Chair (or, if applicable, recommending to the independent and non-management directors a nominee for Presiding Independent Director) and recommending to the Board the nominees and the Chair for each Board Committee;

reviewing periodically and recommending changes to the Board, from time to time, to the Company’s Corporate Governance Guidelines;

reviewing the orientation process for all new directors and a continuing education program for all directors;

developing a policy with regards to the Committee’s consideration of any director candidates recommended by the Company’s shareholders and consider director candidates recommended by the Company’s shareholders in accordance with such policy;

administering and overseeing, on behalf of the Board, the evaluation process for the overall effectiveness of the Board (including the effectiveness of the Board Committees and the Board’s performance of its governance responsibilities);

reviewing succession plans prepared by management for all senior management;

overseeing the Company’s ESG initiatives (except as delegated to other Board Committees), with the relevant Board Committees managing their specific ESG responsibilities as set forth in their respective charters, and reporting to the Board, as appropriate;

reviewing the Company’s ESG disclosure in the Proxy Statement;

approving any charitable contributions over a threshold delegated by the Board;

reviewing any Company shareholder engagement plans, including referring to another Board Committee for review, if appropriate, or otherwise making recommendations to the Board with respect to shareholder proposals properly submitted for inclusion in the Proxy Statement or for consideration at an AGM; and

reviewing government relations activities and overseeing any policies regarding political activity.

helping to oversee the implementation of the Transformation Program, which aims to achieve significant run rate cost savings by the end of 2024;

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

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

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

conferring with the Audit and Risk Committee Chair with respect to risk assessments relating to the Transformation Program.

The Governance Committee has general oversight of ESG initiatives (with the relevant Board Committees managing their specific ESG responsibilities as set forth in their respective charters), reviews ESG disclosure in the proxy statement and discusses with management, on at least an annual basis, its corporate social responsibility initiatives, which include the Company’s environmental sustainability program and charitable contributions.

The Audit and Risk Committee has the primary responsibility of assisting the Board in its oversight of the framework, policies and practices used by management to identify, assess and manage key strategic and operational risks (other than with respect to operational transformation and risks overseen by the Operational Transformation Committee or other Committees) facing the Company. The Audit and Risk Committee reviews ESG reporting and financial disclosure included in documents filed with the SEC or required under Irish law.

The Operational Transformation Committee oversees risks arising out of the Company’s operational processes and functions that support the Company’s businesses; as such, it reviews business continuity risks, including climate-related operational risks, if identified as having a material impact on the business strategy or operations.

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

All Non-Employee Directors

•  $125,000 cash fee, payable 100% in equity at the non-employee director’s election; and

•  time-based restricted share units equal to $200,000 that vest in full on the earlier of (x) the one-year anniversary of the grant date and (y) the next subsequent AGM following the grant date.

Non-Executive Chair of the Board

•  $200,000, payable 50% in equity and 50% in cash, or 100% in equity at the Non-Executive Chair’s election.

•  If the Chair of the Board also serves as a Chair of a Committee, he or she is not permitted to receive Committee Chair fees.

Audit and Risk Committee Chair

•  $25,000 cash fee

Corporate Governance and Nominating Committee Chair

•  $12,500 cash fee

Human Capital and Compensation Committee Chair

•  $15,000 cash fee

Operational Transformation Committee Chair

•  $25,000 cash fee

Willis Towers Watson

Non-Employee Director

On June 8, 2022, each of the non-employee directors received 968 time-based restricted share units (“RSUs”), except for (i) Mses. Chima and Rabbitt who each received 1,574 RSUs in connection with their base director fee equity election; (ii) Mr. Reilly who received a pro-rated equity award of 746 RSUs in connection with his October 1, 2022 commencement date; and (iii) Mr. Thomas who received 1,453 RSUs in connection with his Non-Executive Chair fee. The RSUs vest in full on the earlier of the one-year anniversary of the grant date and the Company’s 2023 AGM. The share award value shown is the full fair value as of the date of grant.

The Company reimburses directors for reasonable travel and related expenses incurred in connection with their participation in Board or Board Committee meetings. The Company also hired tax consultants, whose fees are expected to be approximately €15,000 in the aggregate, in Dublin, Ireland and the U.S. to prepare the directors’ Irish and U.S. 2022 tax documentation.

The above fees reflect Dame Inga Beale’s role as a member of both the Audit and Risk Committee and the Operational Transformation Committee.

The above fees reflect Ms. Chima’s role as a member of both the Audit and Risk Committee and the Governance Committee.

The above fees reflect Mr. Hammond’s role as a member of both the HCC Committee and the Operational Transformation Committee.

The above fees reflect Dr. O’Neill’s role as Chair of the Audit and Risk Committee and a member of the Governance Committee. In 2022, Dr. O’Neill also served as a board member of Willis Limited, the Company’s principal insurance brokerage subsidiary outside of the U.S., pursuant to which he received an annual cash fee of £50,000.

The above fees reflect Ms. Rabbitt’s role as Chair of the Governance Committee and a member of the HCC Committee.

The above fees reflect Ms. Swanback’s role as Chair of HCC Committee and a member of the Operational Transformation Committee.

The above fees reflect Mr. Thomas’s role as Chair of the Operational Transformation Committee and a member of the Audit and Risk Committee.

Mr. Reilly’s 48 shares are held via revocable trust.

the position within or relationship of the Related Person with the Company;

the materiality of the transaction to the Related Person and the Company, including the dollar value of the transaction, without regard to profit or loss;

the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;

whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Persons;

whether the transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and

the effect of the transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.

if the person submitting the communication is a security holder, a statement of the type and amount of the securities of the Company that the person holds;

if the person submitting the communication is not a security holder and is submitting the communication as an interested party, the nature of the person’s interest; and

the address, telephone number and e-mail address, if any, of the person submitting the communication.

independence and process for maintaining independence;

historical and recent performance on the audit;

capability and expertise in handling the breadth and complexity of our worldwide operations;

appropriateness of fees for audit and non-audit services; and

status as a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”).

operations of the Company’s subsidiaries in multiple, global jurisdictions in more than 140 countries;

the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions; and

the operating companies’ responsibility for preparing audited financial statements.

Audit fees (1)

$16,007

$19,927

Audit-related fees (2)

       899

    1,193

Tax fees (3)

       217

       236

All other fees (4)

         59

         24

Total fees

$17,182

$21,380

Fees for the audits of annual financial statements of Willis Towers Watson, reviews of the financial statements included in the quarterly reports for that fiscal year, audits relating to carve-out financial statements and statutory audits for subsidiary undertakings.

Fees for assurance and audit-related services that are traditionally performed by the Company’s independent auditor, such as employee benefit plan audits, review of SEC filings and attest services not required by statute or regulation.

Tax fees comprise fees for various tax compliance, consultation and planning services.

All other fees includes other permitted services, which in 2022 and 2021, consisted of research, subscription-based fees and presentations.

Executive Summary

NEO 2022 Compensation at a Glance

2022 Company Highlights

Shareholder Engagement and Say-on-Pay

Executive Compensation Design

Pay Philosophy

Elements of Executive Compensation

Compensation Practices at a Glance

Compensation Decisions and Outcomes

Base Salary

Short-Term Incentive Compensation

Long-Term Incentive Compensation

Benefits

2023 Compensation Preview

Compensation Governance

Role of the HCC Committee

Role of the External HCC Committee Consultant

Use of Peer Company Data

Compensation and Risk

Additional Information

Share Award Policy

Tax and Accounting Implications

    NEOs      

•   Carl Hess – CEO

•   Andrew Krasner – CFO

•   Julie Gebauer – Global Head of HWC

•   Adam Garrard – Global Head of R&B

•   Matthew Furman – General Counsel

Strategic Priorities

Grow

Simplify

Transform

Invest to grow at or above

market in priority areas

Increase agility and effectiveness;

do the basics well

Enhance client and colleague experience through operational excellence

2022 STI Design Summary

Enterprise Financial Performance

(66.7% of Total STI)

Individual Performance

(33.3% of Total STI)

•  50% — Adjusted Net Revenue

•  50% — Adjusted Operating Income

Payout determined using sliding scale for each metric that correlates performance and payout.

Potential Payout Opportunity: 0% – 200%

•  50% — Qualitative assessment of segment / geography / function financial performance (as applicable to each NEO)

•  50% — Individual objectives and contributions to shared key enterprise operational initiatives (including inclusion and diversity, colleague engagement, innovation and transformation)

Potential Payout Opportunity: 0% – 200%

2022 LTIP Design Summary

75% PSUs

(cliff vests at end of performance period, subject to performance)

25% RSUs

(vests ratably over three years)

•  Aligns executive interests with those of our shareholders

•  Incentivizes long-term decision making and meaningful value creation, and rewards
   exceptional performance

•  PSU metrics selected to align a significant portion of executive compensation with publicly
   disclosed 2024 financial targets*, which reflect the Company’s growth strategy and
   commitment to driving shareholder value:

•    Introduced in 2022

•    Intended to support retention as the Company executes its Grow, Simplify, Transform strategy

•    Further aligns the Company’s LTI program with common market practice

50% Adjusted Operating
Margin

30% Adjusted Net
            Revenue            

20% Adjusted
            EPS            

Results based on performance relative to 2024 target for each metric with payout determined using sliding scale for each metric.

Potential Payout Opportunity: 0% – 200%

NEO

Mr. Hess

Mr. Krasner

Ms. Gebauer

Mr. Garrard *

Mr. Furman

2022 STI targets ranged from 90% – 175% of base salary.

2022 LTI targets ranged from 150% – 725% of base salary.

For more information regarding the details of the above and actual compensation earned by the NEOs in 2022, including NEO pension benefits, see the discussion under “Compensation Decisions and Outcomes” and the Summary Compensation Table under “Compensation Tables” below.

    Revenue    

Income from

Operations

  Operating Margin  

Diluted

EPS

Cash Flows from
  Operating Activities  

$8.9B

– 1%

$1.2B

– 47%

13.3%

  –1,120 basis points  

$8.98

– 73%

$812M

– 61%

Organic

    Revenue    

Adjusted

 Operating Income 

Adjusted

  Operating Margin  

Adjusted

EPS

Free Cash

Flow

$1.9B

+ 3% growth

20.9%

+ 100 basis points

$13.41

  + 16% growth  

$674M

– 65%

The Company’s results were consistent with or better than the public guidance for 2022 it established early in the year. The Company provided this guidance for organic revenue growth, adjusted operating income and adjusted operating margin (the Company did not provide guidance for the other metrics set forth above).

•   The 4% increase in organic revenue in 2022 was in line with the mid-single-digit organic revenue growth the Company had targeted at the start of the year, despite significant headwinds from book of business settlement activity in the prior year. Furthermore, in the last two quarters of 2022, organic revenue growth was much higher than it was earlier in the year, indicating strong momentum towards the Company’s long-term growth goals.

•   In addition, the 3% growth in adjusted operating income, and the 100 basis point increase in adjusted operating margin, exceeded our targets for 2022 for improved profitability. This margin performance was primarily driven by Transformation Program savings materially exceeding our target for the year.

•   The 16% improvement in adjusted EPS was primarily driven by the organic growth and improved profitability described above, as well as by significant share buybacks.

Income from operations, operating margin, diluted EPS, cash flows from operating activities and free cash flow from prior year included the $1 billion in income received as a result of the termination of the proposed Aon transaction. In addition, diluted EPS from prior year included discontinued operations of $2.1 billion. These metrics also were impacted by expenses related to the Transformation Program, which are excluded from non-GAAP measures.

See pages 57-62 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 24, 2023, for a reconciliation of GAAP to non-GAAP figures identified in this CD&A. All financial results are presented on a continuing operations basis except where stated otherwise.

•   Significant investment in new talent contributing to our performance – During 2022, attrition stabilized, and we hired over 9,700 colleagues, demonstrating the appeal of WTW as a destination for talent. Our investment translated into revenue growth in 2022 and we expect this to continue throughout 2023.

•   Launched new products and platforms and expanded our client solutions – We remain focused on driving better outcomes for our clients through our innovative and differentiated offerings.

•   Simplified the Company’s organizational structure increasing agility and effectiveness – We completed the realignment and re-segmentation of the Company into two segments and three geographies effective as of January 1, 2022.

•   Implemented corporate rebrand from Willis Towers Watson to WTW to reflect a unified future

•   Continued progress on our Transformation Program with annualized savings in 2022 that materially exceeded our target for the year – We realized $129M in annualized savings in 2022 and $149M in cumulative annualized savings since the program’s inception in 2021, putting us on track to achieve our 2024 target of $360M (which was increased from the originally announced target of $300M).

•   Returned a significant amount of capital to our shareholders in 2022, paying $369M in dividends (a 2.5% increase per share) and repurchasing 15.7M shares for $3.5B – We continue to pursue a disciplined capital allocation strategy that balances capital return with internal investments and strategic M&A to deploy our capital for high return opportunities.

Leadership and Board Transition in 2022

Attract, motivate and retain    

highly qualified executives    

•  In determining appropriate target pay opportunities, the HCC Committee evaluates a number of factors, including but not limited to an individual’s role, tenure, experience, contribution and performance, as well as comparisons to peers and market practices.

•  Although the HCC Committee looks at each component of compensation (base salary, STI, LTI and pension) separately, it also looks at the total rewards package in aggregate to ensure competitiveness, to incentivize top performance, and to aim for internal equity among the executive team members and shareholder alignment.

Align executive interests with    

our strategy of maximizing    

shareholder value    

•  LTI award (in the form of 75% PSUs and 25% RSUs) makes up the largest portion of the CEO’s target total direct compensation and, on average, 46% of the other NEOs’ target total direct compensation.

•  PSU performance metrics align a significant portion of NEO compensation with publicly disclosed 2024 financial targets, which reflect WTW’s strategic priorities and commitment to driving shareholder value.

•  PSUs align executive rewards to enterprise performance and share price performance.

•  RSUs align executive rewards to share price performance and support retention.

Align executive team interests    

to drive profitable growth    

•  Majority of STI awards are based on enterprise financial performance and shared key enterprise operational initiatives which support and drive successful execution of our strategic priorities.

•  Significant portion of NEO compensation is variable and at-risk, including STI awards (cash) and LTI awards (equity). 90% of the CEO’s 2022 target total direct compensation was variable and on average, 74% of the other NEO’s 2022 target total direct compensation was variable.

•  Incentive plans include a range of metrics to reward executives for exceptional performance and contributions at the enterprise, business and individual levels

Pay Component