Willis Towers Watson Public : 2024 Proxy Statement
WTW
Notice of Annual General Meeting of Shareholders
Date and Time:
Thursday, May 15, 2025 at 8:00 a.m. IST. Registration begins at 7:30 a.m. IST.
Location:
Carton House, Carton Demesne, Maynooth, Co. Kildare, W23 TD98, Ireland We are pleased to invite you to join Willis Towers Watson Public Limited Company's 2025 Annual General Meeting of Shareholders (the "AGM").
Items of business:
1) Election of nine directors
2) Advisory (non-binding) vote to ratify the appointment of the independent auditors and binding vote to fix the independent auditors' remuneration
3) Advisory (non-binding) vote to approve named executive officer compensation
4) Grant the Board authority to issue shares under Irish law
5) Grant the Board authority to opt out of statutory pre-emption rights under Irish law
Who can vote:
• Only shareholders of record on March 17, 2025 are entitled to receive notice of, and to attend and vote at, the meeting and any adjournment or postponement of the meeting.
How to vote:
• 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 2025 AGM" in this Proxy Statement for more information.
Attending the meeting:
• Shareholders entitled to attend and vote at the 2025 AGM may attend at Carton House, Carton Demesne, Maynooth, Co. Kildare, W23 TD98, Ireland.
• We encourage our shareholders to vote by proxy prior to 4:59 a.m. IST on May 15, 2025. 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 11, 2025.
• Shareholders who wish to attend the meeting in person should review "Additional Information - Information about the Proxy Materials and the 2025 AGM - What do I need in order to be admitted to the AGM?", "How do I vote?" 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.
Date of mailing:
• This Proxy Statement, the Company's Annual Report on Form 10-K and the Irish Statutory Accounts are available atwww.proxyvote.com. These materials were mailed or made available to shareholders on or about March 28, 2025.
Your vote is important. We urge you to participate in deciding the items on the agenda and to read this Proxy Statement and accompanying materials for additional information concerning the matters to be considered at this meeting. Shareholders present at the meeting will have an opportunity to ask questions regarding the Irish Statutory Accounts and related reports to the representatives of our independent auditors. The only matters that will be addressed at the AGM will be the items of business on the agenda included in this Proxy Statement.
On behalf of the Board of Directors,
Nicole Napolitano
General Counsel, Corporate Governance & Public Company; Company Secretary
March 28, 2025
Important Notice Regarding the Availability of Proxy Materials for the Company's AGM to be held on Thursday, May 15, 2025. This Proxy Statement, the Company's Annual Report on Form 10-K and the Irish Statutory Accounts are available atwww.proxyvote.com.
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Table of Contents
Proxy Statement Highlights
Proposal No. 1: Elect Directors
Corporate Governance
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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 Committee, to Fix the Independent Auditors' Remuneration
31
Proposal No. 3: Advisory (Non-binding) Vote on Named Executive Officer Compensation
Executive Compensation: Compensation Discussion and Analysis
Human Capital and Compensation Committee Report
Human Capital and Compensation Committee Interlocks and Insider Participation
Compensation Tables
Proposal No. 4: Grant the Board Authority to Issue Shares under Irish Law
Proposal No. 5: Grant the Board Authority to Opt Out of Statutory Pre-emption Rights under Irish Law
Additional Information:
Security Ownership of Certain Beneficial Owners and Management
Incorporation by Reference
Information about the Proxy Materials and the 2025 AGM
Shareholder and Other Proposals for the 2026 AGM
Disclaimer Regarding Forward-Looking Statements
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Proxy Statement Highlights
Willis Towers Watson Public Limited Company is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. We have approximately 48,900 colleagues and service clients in more than 140 countries and markets. In this Proxy Statement, we refer to Willis Towers Watson as the "Company," "WTW," "we" and "our."
VOTING MATTERS
Proposal
Page number Board vote recommendation Vote Requirement
Proposal No.1: Elect Directors
To elect the nine persons named in this Proxy Statement to serve as directors for a one-year term until the next AGM
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 Committee, to fix the remuneration of the independent auditors on a binding basis
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
Proposal No. 4: Grant the Board Authority to Issue Shares under Irish Law
To grant the Board authority to issue up to approximately 20% of the Company's issued ordinary share capital as of March 17, 2025, for a period expiring 18 months from the passing of the resolution
Proposal No. 5: Grant the Board Authority to Opt Out of Statutory Pre-emption Rights under Irish Law
To grant the Board authority to issue, free of pre-emptive rights, up to 20% of the Company's issued ordinary share capital as of March 17, 2025 for a period expiring 18 months from the passing of the resolution WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY i
Key Governance Practices and Policies
Board Composition
Since the beginning of 2022, nine new directors, including a new CEO and eight new independent directors, joined the Board. Our Board composition reflects a mix of gender, race, ethnicity, nationality, backgrounds, experiences and skill sets.
61
Average
Age
56% 60s33% 50s11% 70s
The figures in the above pie charts relate to our director nominees and are rounded to the nearest whole number.
Recent Corporate Governance Developments - Board Committee Structure and Board Chair Succession
The Board continually reviews and adapts its oversight structure to align with the critical needs of the business. In 2022, the Board established four Board Committees, including an Audit and Risk Committee as well as an Operational Transformation Committee with a remit expiring at the end of 2024, after which expiration the Board revisited its Committee structure and agreed to maintain four Board Committees and allocate the Committees' responsibilities in a manner that it believes helps support the Company's strategy. Accordingly, effective January 1, 2025, the Board:
• restructured the Audit Committee (formerly the Audit and Risk Committee) to focus on traditional audit committee matters; and
• created the Risk and Operational Oversight Committee to focus on oversight of the Company's enterprise risk management, including among other things, its management of operational risks such as cybersecurity risks, and oversight of its continued efforts to seek operational improvements.
The Board maintained the Human Capital and Compensation Committee and Corporate Governance and Nominating Committee in their current forms, with no material changes to their remits.
Additionally, the Board has elected Paul Reilly as its Chair, effective as of the conclusion of the 2025 AGM. This is consistent with the Board's refreshment policy. He will replace Paul Thomas who has served as the non-Executive Chair for three consecutive one-year terms. Mr. Thomas will retire from the Board at the end of his current term and will not stand for re-election at the 2025 AGM.
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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 structure, responsibilities and focus
✓ Regular review of Board composition, including tenure in accordance with the director tenure policy
✓ Successful completion of the Operational Transformation Committee, which was scheduled under its charter to terminate at the end of December 2024 and which was formed with the primary remit of overseeing the implementation of the Company's operational transformation plan (the "Transformation Program"); the Transformation Program achieved significant run rate cost savings through the end of 2024, in excess of its original goals
✓ The creation of the Risk and Operational Oversight Committee to replace the Operational Transformation Committee, reflecting the Board's intention to continue to adapt to the needs of the Company by providing appropriate oversight
✓ 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 sustainability initiatives, risks and disclosures
✓ Insider trading policies and procedures applicable to directors, officers and WTW associates as well as a policy applicable to the Company's repurchase of WTW securities
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Board Committee Overview
The Board Committees assist the Board in overseeing, among other things, the following:
Audit Committee
• integrity of the Company's financial statements
• independent auditors and the internal audit function
• compliance with legal and regulatory requirements, and internal accounting controls and procedures
• significant legal matters and related persons transactions
Corporate Governance and Nominating Committee
• Board Committee purpose, structure and operations
• director selection process, the development of director qualification standards and the identification of director nominees
• evaluation of director time commitments, including with respect to other board leadership positions
• sustainability initiatives, as discussed more below (with the relevant Board Committees managing their specific sustainability responsibilities pursuant to their respective charters), including the Company's environmental sustainability program and charitable contributions
Human Capital and Compensation Committee
• 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
• implementation of the Company's human capital and talent strategy
Risk and Operational Oversight Committee
• overall Company risk management, including enterprise risk management framework, policies and practices used to identify, assess and manage key risks facing the Company and its subsidiaries
• management of risks arising out of the Company's operations that support the Company's businesses
• management initiatives to drive operational efficiencies and improvement
• management's approach to risk identification, risk tolerance and risk management with respect to the Company's key operational risks, including without limitation, cybersecurity, technology, information security, privacy and artificial intelligence risk, among others
Refer to the section entitled "Corporate Governance - Willis Towers Watson Board Committees" for more information on the Board Committees' responsibilities.
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Disclaimer
Willis Towers Watson plc published this content on April 01, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 01, 2025 at 14:17 UTC.