WILLIS TOWERS WATSON PLC WTW

24% shingled-prose overlap between the two filings.

2025: 85,174 chars · 2026: 61,484 chars

• Committee Report:100% overlap (1,216 → 1,216 chars)
• Pay Ratio (Item 402(u)):31% overlap (1,651 → 1,439 chars)
• Say-on-Pay proposal:15% overlap (1,867 → 747 chars)

• changedThe Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy and provides an overview and analysis of (i) our 2025 2024compensation programs and policies for our NEOs; (ii) the material compensation decisions made by the HCC 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 HCC Committee considered and the process it utilized in making those decisions.
• changedExecutive Summary 35 36NEO 2025 2024Compensation at a Glance 35 WTW 2025 Highlights 36 2024CompanyHighlights39Shareholder Engagement and Say-on-Pay 37 42Executive Compensation Design 38 43Pay Philosophy 38 43Elements of Executive Compensation 39 44Compensation Practices at a Glance 40 45Compensation Decisions and Outcomes 41 46Base Salary 41 46Short-Term Incentive Compensation 41 46Long-Term Incentive Compensation 44 54Benefits 47 2026 572025Compensation Preview 50 60Compensation Governance 51 62Role of the HCC Committee 51 62Role of the External HCC Committee Consultant 52 63Use of Peer Company Data 52 63Compensation Policies and Risk 53 64kAdditional Information 56 67Share Award Policy 56 67Tax and Accounting Implications 56 67
• new2025NEOs •Carl Hess – CEO •Andrew Krasner – CFO •Julie Gebauer – President, HWC •Lucy Clarke – President, R&B •Matthew Furman – General Counsel
• changed34 58WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
• changed2025 2024YEAR-END PROXY STATEMENT
• changedNEO 2025 2024Compensation at a Glance
• changed2025 2024Incentive Plans Overview
• newOur incentive plans aim to align rewards with our financial performance and progress against our strategic priorities.
• newThe Company’s 2025 incentive designs remained largely consistent with 2024, with modest updates to the STI design to further emphasize accountability for financial performance results: (i) the financial performance weighting was increased to 100% for all NEOs and (ii) the weighted individual performance component was eliminated and replaced with an individual performance modifier.
• newIn addition, enterprise financial metric weightings were set consistently for all NEO roles.
• newThere were no changes to the LTIP design.
• new2025 STI Design 2025 LTIP Design Components CEO, CFO and General Counsel:•100% enterprise financialSegment Heads: •50% enterprise financial•50% segment financial All NEOs:•75% PSUs•25% RSUs PerformanceDetermination Enterprise Financial Metrics:•37.5% Adjusted Net Revenue•37.5% Adjusted Operating Margin•25% Free Cash Flow MarginSegment Financial Metrics:•50% Adjusted Net Revenue•50% Adjusted Operating Margin Individual Performance Modifier:•Up to +/-20% adjustment for individual contributions and performance factors not otherwise captured by financial performance results PSU Financial Metrics: •50% Three-Year Average Annual Adjusted Net Revenue Growth•50% Three-Year Average Annual Adjusted Operating Margin ImprovementPSU Modifier:•Up to +/-20% adjustment based on relative TSR performance vs. the S&P 500 PayoutOpportunity 0% – 200% of target* 0% – 200% of target*
• new* Inclusive of metrics and modifier
• changedSummary of NEO 2025 2024Target Total Direct Compensation
• changedThe HCC Committee approved the 2025 NEO target compensation levels set forth in the table below. belowfortheNEOsin2024.
• changedTarget compensation for Mr. Krasner and Ms. Gebauer was increased by 26% and 21%, respectively, InFebruary2025,following a review of external market data and internal pay equity, and in light of continued strong performance in their roles. roles,theHCCCommitteeapprovedincreasesto2025targettotaldirectcompensationforMr.KrasnerandMs.Gebauerasdetailedbelow.
• newThere were no changes to the other NEOs’ target compensation.
• newNEO Base Salary STI Target LTIP Target Target Total DirectCompensation1 ($) (%) ($) (%) ($) ($) Mr. Hess 1,000,000 200% 2,000,000 850% 8,500,000 11,500,000 Mr. Krasner 800,000 150% 1,200,000 350% 2,800,000 4,800,000 Ms. Gebauer 784,875 125% 981,094 275% 2,158,406 3,924,375 Ms. Clarke2 806,563 125% 1,008,203 225% 1,814,766 3,629,532 Mr. Furman 619,500 125% 774,375 175% 1,084,125 2,478,000
• changed(1)For additional detail regarding the above target total compensation, as well as actual compensation earned by the NEOs in 2025, 2024,including NEO pension benefits, see the discussion under “Compensation Decisions and Outcomes” and the Summary Compensation Table under “Compensation Tables” below.
• changed(2)The figures for Mr.GarrardandMs. Clarke have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2021 (2020– 2025) (£1:$1.2905). 2024)(£1:$1.2836).
• newWTW 2025 Highlights
• newWTW delivered strong performance in 2025, driven by consistent execution of our strategy and continued progress against our strategic priorities to accelerate performance, enhance efficiency and optimize our portfolio.
• changedTheKey financial1 highlights for 2025 are as follows:
• new•Revenue: Total revenue decreased 2% to $9.7 billion, due to the sale of TRANZACT.
• newWTW delivered 5% organic revenue growth, in line with the target of mid-single digit organic growth.
• changedTop line growth was driven primarily fueledby the continued ongoingsuccess of our R&B specialization strategy, andthecontributionsofourinvestments in talent and innovation and technology,alongsidestrong demand for ourbenefits and human capital services within inHWC.
• new•Profitability: GAAP operating margin was 23.0%, an increase of 1,670 basis points compared to prior year, primarily due to impairment charges in 2024 related to the sale of TRANZACT.
• newAdjusted operating margin was 25.2%, an increase of 130 basis points compared to prior year, primarily driven by greater operating leverage and efficiencies, along with a 50 basis point tailwind from the TRANZACT divestiture.
• new•Earnings: GAAP diluted EPS was $16.26; the variance from prior year results is not considered meaningful or representative of the Company’s results given the impairment charges in 2024 related to the sale of TRANZACT.
• newAdjusted EPS growth was 5%, primarily driven by revenue growth, margin expansion and $1.6 billion in share repurchases.
• newExcluding TRANZACT, adjusted EPS growth was 13%.
• changed1 See pages 58 59– 64 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, 2024,filed with the SEC on February 25, 2026, 2025,for a reconciliation of GAAP to non-GAAP figures identified in this CD&A.
• new•Cash Flow: WTW generated free cash flow of $1.5 billion with a free cash flow margin of 15.9%, compared to free cash flow of $1.3 billion with a free cash flow margin of 12.8% in the prior year.
• newImprovement was primarily driven by operating margin expansion and the abatement of remaining Transformation Program cash outflows.
• new•Capital Return: WTW returned $2.0 billion to shareholders through $1.6 billion in share repurchases and $358 million in dividends.
• changedThe financial accomplishments above were also driven by our achievements against our 2024strategic priorities in 2025, priorities,which are summarized below.
• newDelivered on our Strategic Priorities in 2025 AcceleratePerformance •Invested strategically in talent and innovation: Our global specialization strategy in R&B continued to drive sustainable growth, supporting new business wins and client renewals.•Focused on smart connections strategy and innovative recurring solutions: HWC delivered steady organic growth, driven by our differentiated solutions which were bolstered by our digital platforms and advanced data and analytics.
• newEnhance Efficiency •Leveraged our WTW Enterprise Delivery Organization (WE DO), AI and automation: Our focus on work, place, tools and space continued to enhance our efficiency, modernize how we operate and drive further margin expansion.
• newOptimizePortfolio •Announced the acquisitions of Newfront, Cushon and FlowStone Partners: Strengthened our business with the announcement of these acquisitions, expanding our reach across the value chain, while seeking to optimize our portfolio for growth and profitability in a disciplined and thoughtful way.
• newThe results described above provide context for the HCC Committee’s evaluation of performance under the Company’s executive officer incentive compensation programs, which is described in the sections that follow.
• changedOver the course of 2025, 2024,we reached out to shareholders holding approximately 60% of our outstanding shares, with approximately 40% of outstanding shares responding to the outreach in some manner.
• changedIn connection with the 2025 2024proxy season outreach, shareholders were overwhelmingly generallysupportive of the Company’s proposals, including our 2025 2024Say-on-Pay proposal approving our NEOs’ compensation, which received over 97% approximately90%support at the 2025 2024AGM.
• newFor more information on our shareholder outreach program, see “Corporate Governance — Shareholder Outreach Program.”
• changedOur vision is to excel as an advisory, broking and solutions company for the benefit of all ourstakeholders – creating acompetitive advantages advantageand delivering sustainable, profitable growth.
• changedTocontinuetobuilduponthesuccessoftheTransformationProgram,whichconcludedAs we focus on creating long-term value for our shareholders, ofDecember31,2024,it remains critical for us to attract and retain highly qualified executives and colleagues who embrace our vision and support our growth strategy in a collaborative manner, in alignment with the long-term interests of our shareholders.
• changedPrinciple How We Achieve This Attract, motivate and retain highly qualified highlyqualifiedexecutives •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 considers each component of compensation (base salary, STI, LTIP and pension) separately, it also considers total rewards in aggregate to ensure competitiveness, incentivize top performance and drive alignment between and among the executive team and withshareholders.
• changedAlign executive interests with our strategy of maximizing shareholder value •LTIP awards are delivered through PSUs (75%) and RSUs (25%).•Collectively, LTIP Collectivelytheseawards represent accountforthe largest portion of the CEO’s 2024target total direct compensation (74%) and, on average, 52% 51%of the other NEOs’ 2024target total direct compensation.•PSU performancemetrics are based on enterprise financial and relative TSR performance, aligning aligna significant portion of NEO compensation with WTW’s strategic priorities and commitment to driving shareholder value.•RSUs align executive rewards with share price performance and support retention.
• newAlign executive teaminterests to driveprofitable growth •STI metrics are based on enterprise and segment financial performance, as well as a qualitative assessment of progress relative to our strategic priorities.•This supports and incentivizes successful execution of the Company’s strategy.
• newPay for performance •A significant portion of each NEO's compensation is variable and at-risk, including STI awards (cash) and LTIP awards (equity).•91% of the CEO’s and, on average, 79% of the other NEOs' 2025 target total direct compensation was variable.•Incentive plans are designed to reward exceptional performance and contributions at the enterprise, segment and individual levels.
• newNEO 2025 Target Direct Compensation Pay Mix
• changedThe following table summarizes the core elements of our executive compensation program in 2025. 2024.
• newPay Component Key Features Base SalaryMarket-competitive fixed pay to attract and retain highly talented executives •Reflects role, responsibilities and individual performance•Salary adjustments made only to reflect changes in responsibilities and/or when market or internal conditions warrant Short-Term Incentive CompensationCash awards based on achievement of financial objectives and a qualitative assessment of individual performance •NEO Target Range: 125% to 200% of base salary•Component Weightings: 100% enterprise financial for CEO, CFO and General Counsel; 50% enterprise financial and 50% segment financial for Segment Heads•Performance Metrics: Adjusted Net Revenue; Adjusted Operating Margin; Free Cash Flow Margin•Modifier: Up to +/-20% adjustment for individual contributions and performance factors not otherwise captured in financial performance results•Payout Opportunity: 0% to 200% of target Long-Term Incentive CompensationEquity awards that align executive interests with those of our shareholders, incent and reward long-term decision making and meaningful value creation and aim to retain high-performing executives •NEO Target Range: 175% to 850% of base salary•Component Weightings: 75% PSUs; 25%RSUs•Performance Metrics: Three-Year Average Annual Adjusted Net Revenue Growth; Three-Year Average Annual Adjusted Operating Margin Improvement•Modifier: Up to +/-20% adjustment based on relative TSR performance vs. S&P 500•Payout Opportunity: 0% to 200% of target Retirement / Other BenefitsEncourage retention and provide future retirement security; promote health and well-being •Retirement Plans: Qualified and supplemental non-qualified retirement plans•Benefits: NEOs are eligible to participate in the medical, life insurance and other welfare benefits available to all other colleagues
• changedWhat We Do What We Don’t Do ✓Annual ✓AnnualSay-on-Pay vote (as recommended by the Board and management and as supported by a majority of shareholders)✓Independent shareholders)✓Independentcompensation consultant selected, engaged and overseen by the HCC Committee✓A Committee✓Asubstantial majority of total compensation for executives tied to performance✓A performance✓Asubstantial portion of annual LTIP equity awards for executive officers subject to performance-based vesting requirements✓Dividend requirements✓Dividendequivalents accrued on PSUs and RSUs only paid if and when the underlying shares vest✓Compensation vest✓Compensationrecoupment policy applicable to executive officers’ cash and equity incentive awards in the event of financial restatement as well as detrimental conduct, as discussed under “Compensation Recoupment Policy” below✓All below✓AllLTIP awards subject to double-trigger vesting upon change in control✓Significant control✓Significantshare ownership guidelines for executive officers and non-employee directors✓HCC directors✓HCCCommittee oversight of risks associated with compensation policies and practices X No excise tax gross-ups in connection with a change in controlX controlxNo share reserve automatic replenishment (evergreen) provision in any share-based planX plansxNo pledging by directors and executive officers or hedging by directors and employees of Company sharesX sharesxNo significant perquisites for NEOsX NEOsxNo CEO employment agreementX agreementxNo backdating of share options and no option repricing without shareholder approval
• changedThe HCC Committee generally does not provide annual merit increases to executives; adjustments to base salaries are made bytheHCCCommitteeto reflect changes in responsibilities and/or when competitive market or internal conditions warrant.
• newIn February 2025, following a review of external market data, the HCC Committee approved a base salary increase for 2025 of 15% for Ms. Gebauer.
• newThere were no other changes to NEO base salaries in 2025.
• newSTI awards are intended to reward exceptional performance in executing Company strategy over the near-term.
• changedNEO target awards are expressed as a percentage of base salary and Thetargetswereestablished by the HCC Committee based on an evaluation of each NEO’s total compensation, market practice and pre-existing employment arrangements (where applicable).
• newIn February 2025, the HCC Committee approved an increase to Mr. Krasner’s STI target from 125% to 150% of base salary.
• newThere were no other changes to NEO STI targets in 2025.
• new2025 STI Design
• new2025 awards were based on financial performance, with a +/-20% individual performance modifier, replacing the prior design that was based on weighted financial and individual performance metrics.
• newThe framework reflects differences in NEO roles and responsibilities: (i) for the CEO, CFO and General Counsel, STI is based entirely on enterprise financial performance, reflecting their Company-wide leadership responsibilities and (ii) for Segment Heads, 50% of STI is based on the same enterprise financial performance and 50% on segment financial performance, reflecting direct accountability for their respective segment financial results, while maintaining strong alignment with overall Company performance.
• newAs part of the 2025 refinements, the HCC Committee also simplified the enterprise financial performance component, introducing a single, consistent set of metric weightings for all NEOs.
• changedEnterpriseandSegmentFinancialPerformanceMetricDefinitionsThe 2025 2024STI performance metrics were intended to generally align with external reporting, subject to further adjustments, includingto better measure organic performance on a constant currency basis.
• changedEnterprise and Segment Financial Performance Metric Definitions Adjusted •AdjustedNet Revenue –Total “Revenue” as reported by the Company in its Form 10-K for the fiscal year ended December 31, 2025, 2024,calculated on a “Constant Currency” basis, which represents the year over year change in revenues excluding the impact of foreign currency fluctuations, and on an organic basis to exclude the impact of acquisitions and divestitures during the same period.
• changedAdjusted •AdjustedOperating Margin –“Income from operations” generated during the performance period1 period*as reported by the Company in its Form 10-K for the fiscal year ended December 31, 2025, 2024andadjusted for the items defined in the Form 10-K for the performance period1 (and for the segment metric only, any broad-based STI adjustments above or below the broad-based STI target2), period*divided by Adjusted Net Revenue.
• changedTotal Adjusted Operating Margin targets and results will be modified for acquisitions and divestitures closed during the performance period1. period*.
• changedFree •FreeCash Flow Margin –Free cash flow as a percentage of revenue, which represents free cash flow as reported by the Company in its Form 10-K divided by Adjusted Net Revenue, with results modified for acquisitions, divestitures and pension settlements closed during the performance period1. period*.
• changed(1) *Performance period means January 1, 2025 2024through December 31, 2025. 2024.
• new(2) Broad-based STI was assumed at 100% of target when segment financial targets were approved in early 2025.
• changedIn determining enterprise and segment financial performance targets for 2025, 2024,the HCC Committee considered the Company’s strategic priorities and set what it determined to be believedwerechallenging but achievable target levels at 100% payout to incent strong financial performance.
• changedThe financial targets were based on the budget agreed upon by the Board with management during the first quarter of 2025, 2024,consistent with past practice. practiceandassumingSTIfundingforbroad-basedcolleaguesat100%oftarget.
• changedThe HCC Committee then approved the sliding scales; the HCC Committee believed the maximum level ineachslidingscalerepresented very strong financial performance forthemetricand very significant stretch improvement above target, overtheprioryear,which would have been difficult to attain but if attained, would have materially contributed to the creation of substantial long-term value.
• new2025 STI Awards
• changedThe following table sets forth the STI awards approved by the HCC Committee and paid in cash to the NEOs for the fiscal year ended December 31, 2025. 2024.
• newNEO Base Salary STI Target Performance Results STI Award $ % ofBase $ Enterprise Financial Segment Financial IndividualModifier $ % ofTarget Mr. Hess 1,000,000 200% 2,000,000 119.2% — N/A 2,384,000 119.2% Mr. Krasner 800,000 150% 1,200,000 119.2% — +10.0% 1,573,440 131.1% Ms. Gebauer 784,875 125% 981,094 119.2% 114.5% +10.0% 1,261,049 128.5% Ms. Clarke* 806,563 125% 1,008,203 119.2% 79.4% N/A 1,001,146 99.3% Mr. Furman 619,500 125% 774,375 119.2% — N/A 923,055 119.2%
• changed* The (1)Thefigures for Ms. Clarke andMr.Garrardhave been converted from British pounds into U.S. dollars at the five-year average exchange rate (2021 (2020– 2025) (£1:$1.2905). 2024)(£1:$1.2836).
• newBelow we discuss the component elements and performance that were used to determine the NEOs’ 2025 STI awards.
• newEnterprise Financial Performance

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