DEF 14A of Willis Towers Watson PLC, Mar 28, 2025

DEF 14A of Willis Towers Watson PLC

Filed Mar 28, 2025 · FY20240000950170-25-046880

Open on EDGAR

  1. Multi-Year Board Succession and Refreshment

    Multi-Year Board Succession and Refreshment Starting in 2021, the composition and structure of the Board substantially changed as the result of the Board's strategic refreshment process. As part of this multi-year succession planning program, including input from a third-party consulting firm, the Board: • appointed nine new directors, including a new CEO and eight new independent directors: • Dame Inga Beale, Michael Hammond, Michelle Swanback, Fumbi Chima and Paul Reilly joined the Board in 2022; and • Stephen Chipman, Jacqueline Hunt and Fredric Tomczyk joined the Board in 2023. • formed a new Operational Transformation Committee, effective in 2022 through the end of 2024, to oversee the implementation of the Company’s Transformation Program and a number of the Company’s operational risks. • rotated and refreshed Board Committee Chairs and Committee members, resulting in 75% diversity among the Committee Chairs. • 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. • adopted tenure limits in relation to service as a director, Board Committee Chair and Board Chair. • appointed Paul Reilly as the new non-Executive Chair of the Board, effective as of the conclusion of the 2025 AGM. He will replace Paul Thomas who has served in the role 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. revisited and restructured the Board Committees to continue to provide proper oversight, in light of the expiration of the remit of the Operational Transformation Committee and conclusion of the Company's Transformation Program, by restructuring the Audit and Risk Committee as the Audit Committee and forming the Risk and Operational Oversight Committee.

  2. Multi-Year Board Succession and Refreshment

    | | 2024 YEAR-END PROXY STATEMENT |

  3. Multi-Year Board Succession and Refreshment

    This refreshment strategy balanced the importance of adding new directors to the Board while also facilitating onboarding by providing incoming directors with the opportunity to work with more tenured directors before the latter retire from the Board. The Board believes the right balance of skills, background and experience helps the Company drive its strategy forward and accounted for this in its succession strategy. The directors have a wide range of skills, including expertise in insurance, finance, transformation and technology. The directors’ skills, background and experience are detailed further below.

  4. Director Biographical Information

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

  5. Director Biographical Information

    | Independent Director Since: 2022 Age: 61 Board Committees: Audit Committee (Chair); Risk and Operational Oversight Committee Key skills and experience: • Management • Industry • Financial | Dame Inga Beale Background: 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 currently serves as Chair of South Pole Holding AG, a privately-owned company that helps realize decarbonization pathways across industries, and serves on the public company boards of NN Group N.V. and Crawford and Company. Ms. Beale 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 previously served on the public company board of Mediclinic International plc, where she had served as Chair. Ms. Beale is a Chartered Insurer and studied economics and accounting at Newbury College, Berkshire, England. Qualifications: 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. |

  6. Director Biographical Information

    | | 2024 YEAR-END PROXY STATEMENT |

  7. Director Biographical Information

    | Independent Director Since: 2022 Age: 50 Board Committees: Corporate Governance and Nominating (Chair); Audit Committee Key skills and experience: • Executive/management • International business • Information technology and oversight of information security | Fumbi Chima Background: Ms. Chima has served in leadership roles at various companies in the retail and financial sectors. Most recently, from 2020 to 2023, Ms. Chima served as Executive Vice President and Chief Information Officer of Boeing Employees’ Credit Union (BECU), a not-for-profit financial cooperative. Prior to BECU, Ms. Chima served 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 board of Whitbread plc, a British hospitality company. Previously, she served on the public company boards of AZEK Company, Inc., a manufacturer of residential and commercial building products, from November 2020 to September 2023, Ted Baker plc, a British luxury clothing company (which delisted from the London Stock Exchange in October 2022), from August 2021 to September 2022, and Africa Prudential plc, a technology-driven share registration and investor service provider, from August 2020 through March 2022. Additionally, she 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. Qualifications: 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. |

  8. Director Biographical Information

    | | 2024 YEAR-END PROXY STATEMENT |

  9. Director Biographical Information

    | G Independent Director Since: 2023 Age: 63 Board Committees: Audit Committee; Risk and Operational Oversight Committee Key skills and experience: • Executive/management • International business • Financial | Stephen Chipman Background: 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 boards of Stout, a private equity-backed global advisory firm, and One Sky Foundation, a not-for-profit organization. He previously served on the board of Auxadi Holdo, a private equity-backed international corporate services company, where he served as chair. 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. Qualifications: 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. |

  10. Director Biographical Information

    | | 2024 YEAR-END PROXY STATEMENT |

  11. Director Biographical Information

    | Independent Director Since: 2022 Age: 66 Board Committees: Risk and Operational Oversight Committee (Chair); Human Capital and Compensation Committee Key skills and experience: • Executive/management • International business • Industry | Michael Hammond Background: 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, as well as a member of the University of East Anglia Student Business Enterprise Fund and Advisory Board. Mr. Hammond currently serves as the Chairman of The London Insurance Market Charitable Trust. Mr. Hammond received his Bachelor of Arts in Economics and Social Studies from the University of East Anglia. Qualifications: 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. |

  12. Director Biographical Information

    | | 2024 YEAR-END PROXY STATEMENT |

  13. Director Biographical Information

    | Chief Executive Officer Director Since: 2022 Age: 63 Key skills and experience: • CEO/management experience • International business experience • Financial expertise | Carl Hess Background: Mr. Hess 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. Qualifications: 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. |

  14. Director Biographical Information

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  15. Director Biographical Information

    | Independent Director Since: 2023 Age: 57 Board Committees: Corporate Governance and Nominating Committee; Human Capital and Compensation Committee Key skills and experience: • Executive/management • Financial • Industry | Jacqueline Hunt Background: 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 board of Standard Chartered PLC, a multi-national bank with operations in consumer, corporate and institutional banking, and treasury services. Previously, Ms. Hunt served on the public company boards of Man Group PLC, an active investment management business from February 2022 to March 2023, and Rothesay Life PLC, the UK’s pensions insurance specialist, from July 2022 to April 2023. 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. Qualifications: 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. |

  16. Director Biographical Information

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  17. Director Biographical Information

    | Independent Director Since: 2022 Non-Executive Chair of the Board as of the conclusion of the 2025 AGM Age: 70 Board Committees: Corporate Governance and Nominating Committee; Human Capital and Compensation Committee Key skills and experience: • Executive/management • Financial • International business | Paul Reilly Background: Mr. Reilly is currently the Executive Chair of the Board of Raymond James Financial, a multi-national independent investment bank and financial services company. Mr. Reilly served as the CEO and Chair of the Board of Raymond James Financial from May 2010 through February 2025. He served on the firm's management team as president and CEO-designate from May 2009 to 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 organizations, 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 on the board of the American Securities Association (ASA), where he previously served as Chair through December 2023, 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 on 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. Qualifications: 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. |

  18. Director Biographical Information

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  19. Director Biographical Information

    | Independent Director Since: 2022 Age: 56 Board Committees: Human Capital and Compensation Committee (Chair); Risk and Operational Oversight Committee Key skills and experience: • Executive/management • Technology • Operational transformation | Michelle Swanback Background: Ms. Swanback has served in executive roles at several organizations leading large digital and technology-led transformations. Most recently, she served as the CEO of TTEC Engage, a business unit of TTEC, from May 2022 through December 2024, and as President of TTEC Holdings, Inc. from November 2022 through December 2024. 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. Prior to that, she 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. Qualifications: 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. |

  20. Director Biographical Information

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  21. Director Biographical Information

    | Independent Director Since: 2023 Age: 69 Board Committees: Audit Committee; Corporate Governance and Nominating Committee Key skills and experience: • Executive/management • Financial • International business | Fredric Tomczyk Background: Mr. Tomczyk has served as the CEO of CBOE Global Markets, Inc., a publicly traded securities exchange holding company, since September 2023 and as a member of its board of directors since July 2019. 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 previously served as the lead independent director of Sagen MI Canada Inc., a publicly traded company, and of its operating subsidiary, Sagen Mortgage Insurance Company Canada. He also previously served as a director of Knight Capital Group, Inc. and a trustee of Liberty Property Trust, both formerly publicly traded companies, and as a director of the Securities Industry and Financial Markets Association. Mr. Tomczyk holds a B.S. degree in applied economics and business management from Cornell University and earned the Chartered Accountant designation. Qualifications: 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. |

  22. Director Biographical Information

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  23. Director Biographical Information

    Corporate Governance We believe that good governance is critical to achieving long-term shareholder value. As such, we are committed to governance policies and practices that serve the long-term interests of the Company and its shareholders.

  24. Non-Employee Director Compensation

    Non-Employee Director Compensation Willis Towers Watson’s non-employee director compensation takes into account, among other things, the Company’s size and complexity as well as the compensation paid by its peer companies and other similarly situated Irish-domiciled, U.S.-listed companies. Outlined below are the fees paid to the non-employee directors for each term of service (which runs from the date of the AGM to the date of the next meeting the subsequent year) under the current Compensation Policy and Share Ownership Guidelines for Non-Employee Directors, which was revised in 2024, including (i) to increase the annual equity retainer and Board Committee Chair fees to align with the market and (ii) to reflect the new Board Committee structure, effective January 1, 2025, in light of the expiration of the Operational Transformation Committee, the creation of the Risk and Operational Oversight Committee and the restructuring of the Audit Committee (formerly the Audit and Risk Committee). The increases for the Board Committee Chair fees were effective as of January 1, 2025.

  25. Non-Employee Director Compensation

    | All Non-Employee Directors | • $125,000 cash fee, payable 100% in equity at the non-employee director’s election; and • RSUs equal to $220,000 (an increase of $20,000, effective as of the 2024 AGM) 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 Committee Chair | • $30,000 cash fee (an increase of $5,000 from the prior Audit & Risk Committee Chair) | | Risk & Operational Oversight Committee Chair | • $30,000 cash fee | | C | | | HCC Committee Chair | • $25,000 cash fee (an increase of $10,000) | | Operational Oversight Committee Chair | • $25,000 cash fee until the Committee's expiration on December 31, 2024 | | Governance Committee Chair | • $20,000 cash fee (an increase of $7,500) |

  26. Non-Employee Director Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  27. Non-Employee Director Compensation

    The following table sets forth cash and other compensation paid or accrued to the non-employee directors of Willis Towers Watson during 2024.

  28. Non-Employee Director Compensation

    | Willis Towers Watson Non-Employee Director | Fees Earned or Paid in Cash ($) | Share Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Dame Inga Beale (3) | 150,000 | 220,000 | — | 370,000 | | Fumbi Chima (4) | 12,500 | 345,000 | — | 357,500 | | Stephen Chipman | 125,000 | 220,000 | — | 345,000 | | Michael Hammond (5) | 150,000 | 220,000 | — | 370,000 | | Fredric Tomczyk | 125,000 | 220,000 | — | 345,000 | | Jacqueline Hunt | 125,000 | 220,000 | — | 345,000 | | Paul Reilly | 125,000 | 220,000 | — | 345,000 | | Michelle Swanback (6) | 140,000 | 220,000 | — | 360,000 | | Paul Thomas (7) | 225,000 | 320,000 | — | 545,000 |

  29. Non-Employee Director Compensation

    (1) On May 22, 2024, each of the non-employee directors received 858 RSUs, except for (i) Ms. Chima who received 1,345 RSUs in connection with her base director fee equity election; and (ii) Mr. Thomas who received 1,248 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 2025 AGM. The share award value shown is the full fair value as of the date of grant. (2) 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. 2024 tax documentation. (3) The above fees reflect Dame Inga Beale’s role as the Audit and Risk Committee Chair. (4) The above fees reflect Ms. Chima’s role as the Governance Committee Chair. (5) The above fees reflect Mr. Hammond’s role as the Operational Transformation Committee Chair. (6) The above fees reflect Ms. Swanback’s role as the HCC Committee Chair. (7) The above fees reflect Mr. Thomas’s role as the Non-Executive Chair of the Board.

  30. NEO 2024 Compensation at a Glance

    | 2024 STI Design Summary | | | | | | | | | | | | | NEO Role | Enterprise Financial Performance | | | | Segment Financial Performance | | | Individual Performance | | | | | | Adjusted Net Revenue | Adjusted Operating Margin | Free Cash Flow Margin | Total | Adjusted Net Revenue | Adjusted Operating Margin | Total | Individual Objectives | Top 3 Non- Business as Usual Strategic Objectives | Qualitative Financial Performance | Total | | CEO | 26.7% | 26.7% | 26.7% | 80.0% | | | | 20.0% | | | 20.0% | | CFO | 26.7% | 26.7% | 26.7% | 80.0% | | | | | 20.0% | | 20.0% | | Segment Heads | 18.3% | 18.3% | 18.3% | 55.0% | 12.5% | 12.5% | 25.0% | | 20.0% | | 20.0% | | General Counsel | 24.2% | 24.2% | 18.3% | 66.7% | | | | | 20.0% | 13.3% | 33.3% | | Potential Payout Opportunity: 0% – 200% | | | | | | | | | | | | | Summary of Changes from Prior Year Design | | • Differentiated the STI component and metric weightings by executive role to align contributions to and impact on performance results with payouts and further emphasize financial performance and accountability. The qualitative individual performance component weighting was decreased from 33.3% to 20% of total STI for the CEO, CFO and Segment Heads. • Introduced a segment financial performance component with quantitative financial metrics to strengthen accountability to business performance. • Revised the mode of measurement of the enterprise component Free Cash Flow metric from an absolute dollar target to a margin (percentage of revenue) target to align with our forward-looking guidance and investor communications. We consider this measure to be a meaningful metric since it evaluates free cash flow as a percentage of total revenue, providing insight into the Company's cash generation efficiency. • Streamlined the individual performance component for executives other than the CEO, by replacing individual objectives and contributions to shared key enterprise operational initiatives with each executive's top three non-business as usual ("BAU") strategic objectives aligned with the Company's Grow, Simplify and Transform strategy. This change emphasized focus on meaningful priorities that supported and drove successful execution of the Company's strategy. | | | | | | | | | |

  31. NEO 2024 Compensation at a Glance

    | 2024 LTIP Design Summary | | | | | | 75% PSUs (cliff vest at end of performance period, subject to performance) | | 25% RSUs (vest 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 align a significant portion of executive compensation with the Company’s growth strategy and commitment to driving shareholder value: | | | · Supports retention as the Company executes its Grow, Simplify and Transform strategy · Aligns the Company’s LTIP with market practice | | | 50% Three-Year Average Annual Adjusted Net Revenue Growth | 50% Three-Year Average Annual Adjusted Operating Margin Improvement | | | | Financial results based on performance relative to target for each metric with payout determined using sliding scale for each metric. | | | | · PSU Modifier (Potential 0.8x to 1.2x Modifier on Financial Performance Results): Relative TSR against the S&P 500 | | | | | Potential Payout Opportunity: 0% – 200% | | | | | Summary of Changes from Prior Year Design | | • Replaced Adjusted Operating Margin with Three-Year Average Annual Adjusted Operating Margin Improvement to ensure that the PSUs incentivize and reward performance throughout the three-year performance period, not just the final year results. • Removed the Adjusted EPS Growth metric and allocated the corresponding weighting to the existing revenue metric to provide a stronger tie to the Company's strategic emphasis of delivering profitable growth. • Introduced a relative TSR modifier to further reinforce alignment of payouts with shareholder returns. The S&P 500 was selected as the performance benchmark as the Company has too few direct competitors to establish meaningful benchmarks, and the HCC Committee believes that the executives should be rewarded for outperforming the broader stock market returns, as represented by the S&P 500. | |

  32. NEO 2024 Compensation at a Glance

    | NEO | Base Salary | STI Target | | LTIP Target | | Target Total Direct Compensation 1 | | | | % of Base Salary | | % of Base Salary | | | | Mr. Hess | $1,000,000 | 200% | $2,000,000 | 850% | $8,500,000 | $11,500,000 | | Mr. Krasner | $800,000 | 125% | $1,000,000 | 250% | $2,000,000 | $3,800,000 | | Ms. Clarke 2, 3 | $802,250 | 125% | $1,002,813 | 225% | $1,805,063 | $3,610,125 | | Ms. Gebauer | $682,500 | 125% | $853,125 | 250% | $1,706,250 | $3,241,875 | | Mr. Furman | $619,500 | 125% | $774,375 | 175% | $1,084,125 | $2,478,000 | | Mr. Garrard 2, 4 | $646,934 | 125% | $808,668 | 250% | $1,617,336 | $3,072,938 |

  33. NEO 2024 Compensation at a Glance

    (1) For additional detail regarding the above target total compensation, as well as actual compensation earned by the NEOs in 2024, including NEO pension benefits, see the discussion under “Compensation Decisions and Outcomes” and the Summary Compensation Table under “Compensation Tables” below. (2) The figures for Mr. Garrard and Ms. Clarke have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2020 – 2024) (£1:$1.2836). (3) Ms. Clarke did not receive a 2024 LTIP award given the timing of her appointment in July 2024. Ms. Clarke received cash and equity awards in connection with her appointment as detailed below. (4) Mr. Garrard became Chairman, R&B and no longer serves as an executive officer of the Company (as defined by the rules of the SEC) as of Ms. Clarke’s arrival to WTW on July 22, 2024. Ms. Clarke joined the Company as President of R&B on July 22, 2024. Per the terms of Ms. Clarke’s offer letter, her annual base salary is £625,000, STI target is 125% of base salary and LTIP target is 225% of base salary. The table above reflects her full-year target opportunity. In connection with her joining the Company and to further incentivize her and address compensation forfeitures from her prior employment, Ms. Clarke also received: (i) a sign-on equity award of time-based RSUs with a grant date fair value of $1,000,000, which vest ratably over five years; (ii) a buyout cash bonus payment of £1,150,000; (iii) a buyout equity award of time-based RSUs with a grant date fair value of $3,000,000, which vest ratably over three years; and (iv) an additional buyout equity award of fully-vested RSUs with a grant date fair value of $1,550,000. Per the terms of Ms. Clarke's offer letter, her buyout cash bonus payment and additional buyout equity award are subject to repayment provisions in the event that she voluntarily leaves the Company or is dismissed for gross misconduct before completing one full year of service with the Company, as discussed in the section entitled “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.” Additional information regarding Ms. Clarke’s offer letter is discussed in the section entitled “Compensation Tables — Named Executive Officers’ Employment Agreements.” 2025 Compensation and Incentive Plan Design Preview In December 2024, the HCC Committee reviewed the executive officers’ 2025 target total direct compensation and incentive plan designs. In February 2025, the HCC Committee approved certain changes to NEO 2025 target total direct compensation and the 2025 STI and LTIP designs, which are discussed further in the section entitled “— Compensation Decisions and Outcomes — 2025 Compensation Preview” below.

  34. Pay Philosophy

    | Principle | How We Achieve This | | 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 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 the executive team and with shareholders. | | Align executive interests with our strategy of maximizing shareholder value | • LTIP awards are made in the form of PSUs and RSUs, weighted at 75% and 25%, respectively. Collectively these awards account for the largest portion of the CEO’s 2024 target total direct compensation and, on average, 51% of the other NEOs’ 2024 target total direct compensation. • PSU performance metrics align a 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. | | Align executive team interests to drive profitable growth | • NEO STI awards are based on enterprise and segment financial performance, as well as strategic objectives, to support and drive successful execution of the Company’s strategy. | | Pay 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 2024 target total direct compensation was variable, and, on average, 78% of the other NEOs' 2024 target total direct compensation was variable. • Incentive plans include a range of metrics to reward executives for exceptional performance and contributions at the enterprise, segment and individual levels. |

  35. Elements of Executive Compensation

    | Pay Component | Target Total Direct Compensation Pay Mix | | Key Features | | | CEO | Other NEO Average | | | Base Salary Provides market-competitive fixed pay to attract and retain highly talented executives | | | · Reflects executive’s 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 Compensation Provides short-term cash awards based on performance relative to achievement against established financial and qualitative objectives | | | · NEO STI Target Range: 125% – 200% of base salary · Performance Components: – CEO and CFO: 800% enterprise financial performance and 20% individual performance – Segment Heads: 55% enterprise financial performance, 25% segment financial performance and 20% individual performance – General Counsel: 66.7% enterprise financial performance and 33.3% individual performance · STI Payout Opportunity: 0% – 200% of target | | Long-Term Incentive Compensation Provides long-term equity awards that align executive interests with those of our shareholders, incents and rewards long-term decision making and meaningful value creation and aims to retain high-performing executives | | | · NEO LTIP Target Range: 175% – 850% of base salary · Vehicles: 75% PSUs (cliff-vest at end of three-year period, subject to satisfaction of performance); 25% RSUs (vest ratably over three years) · PSU Performance Metrics: 50% Three-Year Average Adjusted Net Revenue Growth and 50% Three-Year Average Annual Adjusted Operating Margin Improvement · PSU Modifier: Relative TSR against the S&P 500; potential 0.8x to 1.2x modifier on financial performance results · PSU Payout Opportunity: 0% – 200% of target · Program features for executive officers and other eligible colleagues are fully aligned | | Retirement and Other Benefits Encourage sustained services and retention and provide future retirement security; promote health and well-being | Not Included in Target Total Direct Compensation | | · Retirement Plans: Qualified and supplemental non-qualified retirement plans · Welfare: NEOs are eligible to participate in the medical, life insurance and other welfare benefits available to all other colleagues |

  36. Compensation Practices at a Glance

    | What We Do | What We Don’t Do | | ✓ Annual Say-on-Pay vote (as recommended by the Board and management and as supported by a majority of shareholders) ✓ Independent compensation consultant selected, engaged and overseen by the HCC Committee ✓ A substantial majority of total compensation for executives tied to performance ✓ A substantial portion of annual LTIP equity awards for executive officers subject to performance-based vesting requirements ✓ Dividend equivalents accrued on PSUs and RSUs only paid if and when the underlying shares vest ✓ Compensation recoupment 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 LTIP awards subject to double-trigger vesting upon change in control ✓ Significant share ownership guidelines for executive officers and non-employee directors ✓ HCC Committee oversight of risks associated with compensation policies and practices | x No excise tax gross-ups in connection with a change in control x No share reserve automatic replenishment (evergreen) provision in any share-based plans x No pledging by directors and executive officers or hedging by directors and employees of Company shares x No significant perquisites for NEOs x No CEO employment agreement x No backdating of share options and no option repricing without shareholder approval |

  37. Short-Term Incentive Compensation

    Short-Term Incentive Compensation STI awards are an integral component of the NEOs’ total compensation intended to reward exceptional performance over the near-term. Each NEO is eligible to receive an annual STI award with a target value expressed as a percentage of base salary. The targets were established by the HCC Committee based on an evaluation of each NEO’s total compensation, market practice and pre-existing employment arrangements (where applicable). None of the NEOs’ STI targets were changed in 2024. 2024 STI Design The 2024 STI program was based upon specific enterprise and segment financial results, and individual performance as outlined in the section above entitled “— Executive Summary — NEO 2024 Compensation at a Glance — 2024 Incentive Plans Overview.” The 2024 STI financial metrics and weightings for enterprise financial performance were intended to align rewards with progress towards publicly disclosed long-term goals, create a unifying, team mindset as the Company focused on the continued execution of its strategic priorities and support the achievement of profitable growth. Customized component weightings were introduced in 2024 in consideration of each NEO’s ability to impact financial results.

  38. Short-Term Incentive Compensation

    | Enterprise and Segment Financial Performance Metric Definitions | | The 2024 STI performance metrics were intended to generally align with external reporting, subject to further adjustments, including to better measure organic performance on a constant currency basis. • Adjusted Net Revenue – Total “Revenue” as reported by the Company in its Form 10-K for the fiscal year ended December 31, 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. • Adjusted Operating Margin – “Income from operations” generated during the performance period* as reported by the Company in its Form 10-K for the fiscal year ended December 31, 2024 and adjusted for the items defined in the Form 10-K for the performance period* divided by Adjusted Net Revenue. Total Adjusted Operating Margin targets and results will be modified for acquisitions and divestitures closed during the performance period*. • Free Cash Flow Margin – Free cash flow as a percentage of revenue, with results modified for acquisitions, divestitures and pension settlements closed during the performance period*. Free cash flow is defined as cash flows from operating activities less cash used to purchase fixed assets and software for internal use. The above definitions are specific to the STI design, which may vary from those used for LTIP due to the distinct objectives and performance periods associated with each plan. |

  39. Short-Term Incentive Compensation

    * Performance period means January 1, 2024 through December 31, 2024.

  40. Short-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  41. Short-Term Incentive Compensation

    In determining enterprise and segment financial performance targets for 2024, the HCC Committee considered the Company’s strategic priorities and set what it believed were challenging but achievable target levels at 100% payout to incent strong financial performance. The financial targets were based on the budget agreed upon by the Board with management during the first quarter of 2024, consistent with past practice and assuming STI funding for broad-based colleagues at 100% of target. The HCC Committee then set the financial metric weightings and approved the metric sliding scales. The HCC Committee believed the maximum level in each sliding scale represented very strong financial performance for the metric and very significant stretch improvement over the prior year, which would have been difficult to attain but if attained, would have materially contributed to the creation of substantial long-term value. 2024 STI Awards The 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, 2024.

  42. Short-Term Incentive Compensation

    | NEO | 2024 Base Salary | STI Target as % of Base Salary | 2024 STI Target | Enterprise Overall Financial Performance Result | Segment Overall Financial Performance Result | Individual Overall Performance Result | 2024 STI Award | 2024 STI Award as % of STI Target | | Mr. Hess | $1,000,000 | 200% | $2,000,000 | 119.4% | ̶̶ | 115.0% | $2,370,400 | 118.5% | | Mr. Krasner | $800,000 | 125% | $1,000,000 | 119.4% | ̶ | 120.0% | $1,195,200 | 119.5% | | Ms. Clarke 1,2 | $802,250 | 125% | $1,002,813 | 119.4% | 104.6% | 100.0% | $1,121,345 | 111.8% | | Ms. Gebauer | $682,500 | 125% | $853,125 | 119.4% | 112.4% | 120.0% | $1,004,725 | 117.8% | | Mr. Furman | $619,500 | 125% | $774,375 | 121.7% | ̶ | 110.0% | $912,244 | 117.8% | | Mr. Garrard 1,3 | $646,934 | 125% | $808,668 | 119.4% | 104.6% | 115.0% | $947,092 | 117.1% |

  43. Short-Term Incentive Compensation

    (1) The figures for Ms. Clarke and Mr. Garrard have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2020 – 2024) (£1:$1.2836). (2) Per the terms of her offer letter, Ms. Clarke was entitled to a full-year 2024 STI award to address the forfeiture of her performance bonus from her previous employer. (3) Mr. Garrard’s 2024 STI award reflects the sum of prorated calculations based on the Company’s executive officer STI design for the portion of the year during which he served as an executive officer (i.e., January 1, 2024 through July 21, 2024) and the broad-based STI design for the remainder of the year when he no longer served as an executive officer. For additional detail, see below section entitled “Mr. Garrard’s STI Award Calculation.” The below sections discuss the results of enterprise and segment financial performance and individual performance that were used to determine the NEO 2024 STI awards.

  44. Short-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  45. Short-Term Incentive Compensation

    Enterprise Financial Performance (55.0% - 80.0% of Total STI) Actual performance for the enterprise financial metrics was measured against target performance and the resulting payout percentage was determined using the applicable sliding scale shown below.

  46. Short-Term Incentive Compensation

    | Adjusted Net Revenue | | | Adjusted Operating Margin | | | FCF Margin | | | | Performance as % of 2024 Target | Adjusted Net Revenue ($M) | Payout as % of Target | Performance as % of 2024 Target | Adjusted Operating Margin | Payout as % of Target | Performance as % of 2024 Target | FCF Margin | Payout as % of Target | | ≥ 104.0% | ≥ $10,395.8 | 200% | ≥ 104.3% | ≥ 24.2% | 200% | ≥ 107.1% | ≥ 15.0% | 200% | | 100.0% | $9,996.0 | 100% | 100.0% | 23.2% | 100% | 100.0% | 14.0% | 100% | | 98.9% | $9,885.1 | 90% | 98.3% | 22.8% | 90% | 92.9% | 13.0% | 50% | | 96.0% | $9,596.1 | 50% | 96.1% | 22.3% | 75% | < 92.9% | < 13.0% | 0% | | < 96.0% | < $9,596.1 | 0% | 94.0% | 21.8% | 25% | | | | | | | | < 94.0% | < 21.8% | 0% | | | |

  47. Short-Term Incentive Compensation

    For compensation purposes, (i) the 2024 Adjusted Net Revenue target above represented 6% organic growth over the Company’s 2023 Adjusted Net Revenue, (ii) the 2024 Adjusted Operating Margin target represented +120 basis point growth over the Company’s 2023 Adjusted Operating Margin and (iii) the 2024 FCF Margin target represented +130 basis point growth over the Company’s 2023 Free Cash Flow. Final Performance Results:

  48. Short-Term Incentive Compensation

    | 2024 Achievement and Performance Result | Adjusted Net Revenue ($M) | Adjusted Operating Margin | FCF Margin | | 2024 Target Performance: | $9,996.0 | 23.2% | 14.0% | | 2024 Actual Performance: | $9,929.9 | 23.9% | 13.9% | | Actual Performance as % of Target Performance: | 99.3% | 103.1% | 99.0% | | Payout as % of Target: | 94.0% | 171.3% | 92.9% | | Enterprise Overall Financial Performance Result: | | | | | CEO, CFO and Segment Heads: | | 119.4% | | | General Counsel: | | 121.7% | |

  49. Short-Term Incentive Compensation

    Segment Financial Performance (25.0% of Total STI for Segment Heads) In 2024, the HCC Committee introduced segment financial performance metrics for Segment Heads to create additional accountability to the financial results of the NEO’s respective segments. Actual performance for the segment financial metrics was measured against target performance and the resulting payout percentage for each Segment Head (Ms. Gebauer, Ms. Clarke and Mr. Garrard) was determined using the applicable sliding scales shown below. Actual performance and resulting performance result is shown within each sliding scale.

  50. Short-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  51. Short-Term Incentive Compensation

    HWC Payout Grids and Actual Achievement Ms. Gebauer (President, HWC):

  52. Short-Term Incentive Compensation

    | | Adjusted Net Revenue (50% of Segment Result) | | | | Adjusted Operating Margin (50% of Segment Result) | | | | | Performance as % of 2024 Target | Adjusted Net Revenue ($M) | Payout as % of Target | | Performance as % of 2024 Target | Adjusted Operating Margin | Payout as % of Target | | Maximum | ≥ 104.0% | ≥ $6,078.9 | 200% | Maximum | ≥ 103.4% | ≥ 30.4% | 200% | | Target | 100.0% | $5,845.1 | 100% | Actual | 101.8% | 29.9% | 153.9% | | Actual | 98.8% | $5,777.3 | 71.0% | Target | 100.0% | 29.4% | 100% | | Threshold | 98.0% | $5,728.2 | 50% | Threshold | 95.2% | 28.0% | 25% | | | < 98.0% | < $5,728.2 | 0% | | < 95.2% | < 28.0% | 0% | | | HWC Overall Financial Performance Result: 112.4% | | | | | | |

  53. Short-Term Incentive Compensation

    R&B Payout Grids and Actual Achievement Ms. Clarke (President, R&B) and Mr. Garrard (Chairman, R&B and Former Global Head of R&B):

  54. Short-Term Incentive Compensation

    | | Adjusted Net Revenue (50% of Segment Result) | | | | Adjusted Operating Margin (50% of Segment Result) | | | | | Performance as % of 2024 Target | Adjusted Net Revenue ($M) | Payout as % of Target | | Performance as % of 2024 Target | Adjusted Operating Margin | Payout as % of Target | | Maximum | ≥ 104.0% | ≥ $4,219.4 | 200% | Maximum | ≥ 104.2% | ≥ 24.8% | 200% | | Target | 100.0% | $4,057.1 | 100% | Actual | 100.6% | 23.9% | 115.2% | | Actual | 99.5% | $4,037.8 | 94.1% | Target | 100.0% | 23.8% | 100% | | Threshold | 96.0% | $3,894.8 | 50% | Threshold | 94.1% | 22.4% | 25% | | | < 96.0% | < $3,894.8 | 0% | | < 94.1% | < 22.4% | 0% | | | R&B Overall Financial Performance Result: 104.6% | | | | | | |

  55. Short-Term Incentive Compensation

    The HCC Committee also took into consideration the impact of the broad-based STI compensation expense on the calculation of segment Adjusted Operating Margin and that the Adjusted Operating Margin targets were set assuming the expense for broad-based STI funding would be 100% (at target). In light of these considerations, the HCC Committee determined the calculation of Adjusted Operating Margin would exclude any broad-based STI expense for above target payouts in order to eliminate unintended adverse consequences on the Segment Head results, for purposes of compensation. The impact of this adjustment ranged from $10,687 to $23,817.

  56. Short-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  57. Short-Term Incentive Compensation

    Individual Performance (20.0% - 33.3% of Total STI) In 2024, the HCC Committee determined that the individual performance component of the 2024 STI plan would include customized weighted components for each NEO, described in the below table.

  58. Short-Term Incentive Compensation

    | Individual Performance Component Weightings (as a % of Total STI) | | | | | | NEO Role | Individual Objectives | Strategic Objectives Aligned with “Transforming and Simplifying to Grow” strategy | Qualitative Financial Performance Including management of function budget and achievement of Transformation targets | Total | | CEO | 20.0% | ̶̶̶ | ̶ | 20.0% | | CFO and Segment Heads | ̶ | 20.0% | ̶ | 20.0% | | General Counsel | ̶ | 20.0% | 13.3% | 33.3% |

  59. Short-Term Incentive Compensation

    When assessing the individual performance component for the NEOs, the HCC Committee considered their achievements relative to their objectives and goals in the applicable performance areas above, which contributed to the Company's strong overall performance and successful execution of the Company’s strategy. The HCC Committee also considered the CEO’s performance recommendations for the NEOs other than himself. Relevant highlights of the objectives and achievements considered by the HCC Committee when determining each NEO’s individual performance for 2024 are as follows:

  60. Short-Term Incentive Compensation

    | Mr. Hess (CEO) | | | 2024 Individual Objectives and Achievements | Executive and Enterprise Scorecard • Led Company growth through strategic acquisitions, divestitures and partnerships, investments in talent and innovation and operational improvements. • Spearheaded the Company’s successful completion of the Transformation Program. • Concrete actions and results relating to free cash flow discipline and growth. Colleague Experience • Enhanced the Company’s colleague development programs. • Continued investment in talent through changes to the Company’s total rewards and recognition offerings as a result of a global total rewards review. • Continued efforts in support of organizational simplification. Based on the above achievements and consideration of Mr. Hess’s efforts and results against his specific objectives in these areas, the HCC Committee approved an individual performance result of 115.0% for Mr. Hess. |

  61. Short-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  62. Short-Term Incentive Compensation

    | Mr. Krasner (CFO) | | | Top Three 2024 Non-BAU Strategic Objectives and Achievements | Finance Function Transformation • Fully achieved Transformation Program financial and operating model targets within the Finance function. Investor Relations Function Transformation • Further enhanced investor relations function and activities. Portfolio Management Transformation • Spearheaded the Company’s inorganic growth efforts by augmenting and leading the Corporate Development function. • Oversight of divestitures, acquisitions and special projects in 2024. Based on the above achievements and consideration of Mr. Krasner’s efforts and results against his specific objectives in these areas, the HCC Committee approved an individual performance result of 120.0% for Mr. Krasner. |

  63. Short-Term Incentive Compensation

    | Ms. Clarke (President, R&B) | | | Top Three 2024 Non-BAU Strategic Objectives and Achievements | Continued Implementation and Refinement of Strategic Model • Rapid acclimation into new role and significant contributions to the R&B strategy. Focus on Inorganic Growth through Targeted M&A Efforts • Continued focus on inorganic growth through targeted M&A activity. • Supported leadership focus on growth. Efforts Relating to Re-entry into the Reinsurance Market • Successful exploration of opportunities resulting in the Company’s joint venture with Bain Capital (“Bain JV”). • Continued progress in advancing the Bain JV. Based on the above achievements and consideration of Ms. Clarke’s efforts and results against her specific objectives in these areas, the HCC Committee approved an individual performance result of 100.0% for Ms. Clarke. |

  64. Short-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  65. Short-Term Incentive Compensation

    | Ms. Gebauer (President, HWC) | | | Top Three 2024 Non-BAU Strategic Objectives and Achievements | Enhance HWC Portfolio Composition • Exceptional leadership to enhance the HWC portfolio composition in 2024 including the completion of the sale of TRANZACT and progress on other strategic and growth opportunities for the business. Evolve Wealth Offerings • Critical contributions to the growth and evolution of Wealth offerings. Explore Business to Business and Business to Consumer (“B2B2C”) Extension • Formed team and appointed leaders to evaluate the range of alternatives for B2B2C for the Company. • Completed minority stake ownership in Atomos. Based on the above achievements and consideration of Ms. Gebauer’s efforts and results against her specific objectives in these areas, the HCC Committee approved an individual performance result of 120.0% for Ms. Gebauer. |

  66. Short-Term Incentive Compensation

    | Mr. Furman (General Counsel) | | | Top Three 2024 Non-BAU Strategic Objectives and Function Financial Achievements | Transformation Program Savings • Achieved savings targets for the Office of the General Counsel (“OGC”) and implemented significant process enhancements. Continue to Implement OGC Projects to Invest in and Improve Functions • Successfully implemented projects that improved efficiency and effectiveness within the OGC function. Support Internal Clients on Transformation Program and Other Strategic Matters in 2024 • Provided key support to the businesses and functions in the successful implementation of the Transformation Program. • Provided key support for M&A activities. Function Financial Performance • Efficiently managed core outside counsel spending across the Company and fully met stretch budget goals for the OGC function. Based on the above achievements and consideration of Mr. Furman’s efforts and results against his specific objectives in these areas, the HCC Committee approved the following results for Mr. Furman’s individual performance: (i) top three non-BAU strategic objectives performance result of 110.0% and (ii) function financial performance result of 110.0%. |

  67. Short-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  68. Short-Term Incentive Compensation

    | Mr. Garrard (Chairman, R&B and Former Global Head of R&B) | | | Top Three 2024 Non-BAU Strategic Objectives and Achievements | Continue to Implement Industry and Product Specialization • Exceptional contributions to segment and enterprise growth. Focus on Inorganic Growth through Targeted M&A Efforts • Continued focus on inorganic growth through targeted M&A efforts. Meet Transformation Program Goals • Critical contributions to the achievement of Transformation Program business. • Successful transition of responsibilities to Ms. Clarke. • Led a successful change management and communications campaign to ensure understanding of R&B’s strategy and components of enterprise success. Based on the above achievements and consideration of Mr. Garrard’s efforts and results against his specific objectives in these areas, the HCC Committee approved an individual performance result of 115.0% for Mr. Garrard. |

  69. Mr. Garrard’s STI Award Calculation

    Mr. Garrard’s STI Award Calculation Mr. Garrard served as an executive officer from January 1, 2024 until July 21, 2024. His STI award reflects the sum of prorated calculations based on: (i) the Company’s executive officer STI design for the portion of the year during which he served as an executive officer and, (ii) the Company’s broad-based STI design, which was funded above target, for the remainder of the year when he no longer served as an executive officer. Based on his overall contributions outlined above, and his efforts in supporting the transition of responsibilities to Ms. Clarke whilst he was no longer an executive officer, the CEO recommended, and the HCC Committee approved, an STI award for that time period of 120% of target.

  70. Mr. Garrard’s STI Award Calculation

    | | 2024 YEAR-END PROXY STATEMENT |

  71. Long-Term Incentive Compensation

    Long-Term Incentive Compensation 2024 LTIP Awards The HCC Committee approved the following 2024 LTIP awards for the NEOs which were granted on April 1, 2024:

  72. Long-Term Incentive Compensation

    | NEO | 2024 Base Salary | LTIP Target as % of Base Salary | 2024 LTIP Award 1 | | Mr. Hess | $1,000,000 | 850% | $8,500,000 | | Mr. Krasner | $800,000 | 250% | $2,000,000 | | Ms. Gebauer | $682,500 | 250% | $1,706,250 | | Mr. Furman | $619,500 | 175% | $1,084,125 | | Mr. Garrard 2 | $646,934 | 250% | $1,617,336 |

  73. Long-Term Incentive Compensation

    (1) The HCC Committee approves target LTIP award values, that are converted into a number of PSUs and RSUs based on the closing price of an ordinary share on the date of grant. Approved target values differ from the grant date fair values reported in the Summary Compensation Table which are determined in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718. (2) The figures for Mr. Garrard have been converted from British pounds into U.S. dollars at the five-year average exchange rate (£1:$1.2836). Note that the actual 2024 LTIP award granted to Mr. Garrard was determined based on his 2024 LTIP target value (GBP) and then converted from British pounds into U.S. dollars based on the average exchange rate for the 30 business days ending on the date of the grant (April 1, 2024). Following a review of external market data and internal pay equity, and in light of continued strong performance in their roles, the HCC Committee approved the following increases to NEO LTIP targets as a percentage of base salary in February 2024: (i) Mr. Krasner, Ms. Gebauer and Mr. Garrard's 2024 LTIP targets from 200% to 250% and (ii) Mr. Furman’s 2024 LTIP target from 150% to 175%. There was no change to Mr. Hess’s LTIP target in 2024. The resulting total compensation for NEOs remains within the competitive range. Ms. Clarke did not receive a 2024 LTIP award, but in connection with her new hire package and to align her incentives with the Company’s long-term performance, Ms. Clarke received the equity awards described above in the section entitled “— Executive Summary — NEO 2024 Compensation at a Glance — Summary of NEO 2024 Target Total Direct Compensation.” The 2024 LTIP awards will vest upon the certification of the performance achievements by the HCC Committee after the conclusion of the three-year performance period ending December 31, 2026. Additionally, in order for awards to continue to vest following retirement, certain conditions must be satisfied regarding the non-disclosure of confidential Company information. See section entitled “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control” below. 2024 – 2026 LTIP Design

  74. Long-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  75. Long-Term Incentive Compensation

    As discussed above, the HCC Committee approved certain changes to the PSU performance metrics for 2024 to focus on growth. For the 2024 LTIP, the HCC Committee removed the Adjusted EPS Growth metric, previously weighted at 20%, and allocated the corresponding weighting to the Adjusted Net Revenue Growth metric to provide a stronger tie to the Company’s strategic emphasis on delivering profitable growth. The HCC Committee also replaced Adjusted Operating Margin with the Adjusted Operating Margin Improvement metric to help ensure that the LTIP rewards performance throughout the full three-year period, rather than just the final year of the performance period. Management and the HCC Committee believe that delivering improved margins and revenue growth support the successful execution of our strategic priorities to the benefit all stakeholders, including our shareholders. Accordingly, the HCC Committee believes that the PSU metrics, which are intended to measure organic performance, align a significant portion of NEO compensation with the Company's strategic priorities and commitment to driving shareholder value. A relative TSR modifier, which measures three-year relative TSR against the S&P 500, was also introduced to strengthen the alignment of payouts with shareholder returns. The relative TSR modifier (0.8x – 1.2x) is measured based on the Company’s TSR relative to that of the S&P 500 companies for the performance period. The HCC Committee selected relative TSR as it is aligned with the shareholder experience, requiring that we outperform the market to earn incentives above target. The S&P 500 was selected as a performance-benchmark because the S&P 500 is objectively determined, and the HCC Committee believes that the executives should be rewarded for outperforming the broader stock market returns, as represented by the S&P 500.

  76. Long-Term Incentive Compensation

    | PSU Financial Metric and Modifier Definitions | | | 2024-2026 Average Annual Adjusted Net Revenue Growth (50% of PSU Results) | Adjusted Net Revenue Growth means the average of the Company’s annual organic growth figures as reported by the Company in its Form 10-K from 2024 through the end of the performance period*. | | 2024-2026 Average Annual Adjusted Operating Margin Improvement (50% of PSU Results) | Adjusted Operating Margin Improvement means the average of the basis point changes in Adjusted Operating Margin for each year from 2024 through the end of the performance period*. Total Adjusted Operating Margin Improvement targets and results will be modified for acquisitions and divestitures closed during the performance period. Adjusted Operating Margin means “Adjusted operating income margin” generated by the Company during the performance period* as reported by the Company in its Form 10-K. | | 2024-2026 Relative TSR Modifier (Potential 0.8x to 1.2x Modifier on PSU Financial Performance Result) | Annualized TSR means the following: |

  77. Long-Term Incentive Compensation

    * Performance period means January 1, 2024 through December 31, 2026. Earned PSUs will be determined based on a sliding scale for each PSU financial metric with a 100% (target) payout if the applicable target performance goal is achieved. The sliding scales for each financial metric contain thresholds, such that there is a potential of a 0% payout for each metric if the threshold performance goal is not achieved and a 200% payout if the maximum performance goal is achieved. Payouts between defined performance goals are calculated on a straight-line basis. The performance ranges for each financial metric are independent and it is possible to earn a payout on one metric and not the other (assuming the threshold performance goal has been met on that metric).

  78. Long-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  79. Long-Term Incentive Compensation

    The Company believes that the details of the financial performance ranges prior to the end of the applicable performance period for the PSUs is competitively sensitive information. The relative TSR modifier will be determined based on the achievement of the applicable performance target relating to the Company’s annualized TSR over the performance period relative to the TSR of the S&P 500 constituents as of the last day of the performance period, as set forth in the table below:

  80. Long-Term Incentive Compensation

    | WTW’s TSR Relative to the S&P 500 (Modifies PSU Financial Performance Result) | | | | Performance | Percentile Rank | Modifier | | Maximum | ≥ 75th Percentile | 1.2x | | Target | 50th Percentile | 1.0x | | Threshold | ≤ 25th percentile | 0.8x |

  81. Long-Term Incentive Compensation

    The maximum payout that can be achieved through the financial metrics and the modifier is 200% of target. 2022 – 2024 PSU Performance Results and Payout PSUs were granted to the NEOs who were executive officers on April 1, 2022 with a performance period from January 1, 2022 to December 31, 2024. Following the end of the performance period, the number of PSUs earned was determined based on the level of the Company’s achievement of the performance targets established for the 2022 PSUs set forth in the following tables:

  82. Long-Term Incentive Compensation

    | Adjusted Operating Margin (50% of PSU Result) | | | Adjusted Net Revenue (30% of PSU Result) | | | Adjusted EPS (20% of PSU Result) | | | | Performance as % of 2024 Target | 2024 Adjusted Operating Margin | Payout as % of Target | Performance as % of 2024 Target | 2024 Adjusted Net Revenue ($M) | Payout as % of Target | Performance as % of 2024 Target | 2024 Adjusted EPS | Payout as % of Target | | ≥ 108.7% | ≥ 25.0% | 200% | ≥ 104.0% | ≥ $9,911.3 | 200% | ≥ 128.6% | ≥ $22.57 | 200% | | 104.3% | 24.0% | 150% | 102.0% | $9,720.7 | 150% | 117.1% | $20.55 | 150% | | 100.0% | 23.0% | 100% | 100.0% | $9,530.1 | 100% | 100.0% | $17.55 | 100% | | 95.7% | 22.0% | 75% | 97.0% | $9,244.2 | 75% | 94.3% | $16.55 | 75% | | 91.3% | 21.0% | 50% | 95.0% | $9,053.6 | 50% | 91.4% | $16.04 | 50% | | < 91.3% | < 21.0% | 0% | < 95.0% | < $9,053.6 | 0% | < 91.4% | < $16.04 | 0% |

  83. Long-Term Incentive Compensation

    | | 2024 YEAR-END PROXY STATEMENT |

  84. Long-Term Incentive Compensation

    Final Performance Results:

  85. Long-Term Incentive Compensation

    | 2024 Achievement and Performance Result | 2024 Adjusted Operating Margin | 2024 Adjusted Net Revenue ($M) | 2024 Adjusted EPS | | 2024 Target Performance: | 23.0% | $9,530.1M | $17.55 | | 2024 Actual Performance: | 23.9% | $9,923.7M | $16.92 | | Actual Performance as % of Target Performance: | 103.9% | 104.1% | 96.4% | | Payout as % of Target: | 145.0% | 200.0% | 84.3% | | Overall PSU Performance Result: | 149.4% | | |

  86. Long-Term Incentive Compensation

    The overall PSU performance result was applied to the target number of shares under the PSU award including dividend equivalents accrued through the vesting date. The earned shares under the award will vest in April 2025, subject to continued employment, unless eligible for retirement vesting benefits. For additional detail, see section entitled “Compensation Tables — Outstanding Equity Awards at Fiscal Year-End.”

  87. Perquisites

    Severance Benefits The HCC Committee believes that severance benefits are a necessary component of a competitive compensation program because they help in attracting executives from outside of the Company and minimize distraction and ensure continuity during times of uncertainty or transition, including during a change in control. In certain cases, such benefits are consideration for an executive’s agreement not to compete. Set forth below is a summary of the NEOs’ termination arrangements as of December 31, 2024. The 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.

  88. Executive Severance Plans

    Executive Severance Plans All NEOs except for Mr. Furman (who has severance terms included in his employment agreement) are participants of the Company’s executive severance plans as described further below. For additional details on payments that may be due to the NEOs in certain termination scenarios, see “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.” The Willis Towers Watson Public Limited Company Severance and Change in Control Pay Plan for U.S. Executives as amended on June 5, 2020 and February 22, 2022 (the “U.S. Executive Severance Plan”) and the Willis Towers Watson Severance and Change in Control Pay Plan for Non-U.S. Executives as amended on February 22, 2022 (the “Non-U.S. Executive Severance Plan,” and together, the “Executive Severance Plans”), provide for the payment of severance benefits to NEOs in the termination scenarios summarized below.

  89. Executive Severance Plans

    | Executive Severance Plans Summary | | | Involuntary Termination 1 Outside of Change in Control Period | • CEO: (i) 2x base salary (paid in monthly cash installments); (ii) 2x STI target; and (iii) cost of COBRA premiums for the continuation of group healthcare coverage for up to 24 months following participant’s termination • Other NEOs 2: (i) 1x base salary (paid in monthly cash installments); (ii) 1x STI target; and (iii) cost of COBRA premiums for the continuation of group healthcare coverage for up to 18 months following participant’s termination 3 | | Qualifying Termination 1 During Change in Control Period | • CEO: (i) 3x base salary (paid in cash lump sum); (ii) 3x STI target; (iii) pro-rata portion of STI award payable for year in which termination occurs based on period participant is employed during year; and (iv) cost of COBRA premiums for the continuation of group healthcare coverage for up to 24 months following participant’s termination • Other NEOs 2: (i) 2x base salary (paid in cash lump sum); (ii) 2x STI target; (iii) pro-rata portion of STI award payable for year in which termination occurs based on period participant is employed during year; and (iv) cost of COBRA premiums for the continuation of group healthcare coverage for up to 18 months following participant’s termination 3 |

  90. Executive Severance Plans

    (1) Involuntary Termination means a participant’s employment is involuntarily terminated without “cause” and other than due to the participant’s death or “permanent disability.” Qualifying Termination means an Involuntary Termination or a participant’s resignation for “good reason” in connection with a “change in control.” Change in Control Period is the period commencing 6 months prior to a change in control and ending 24 months following a change in control. (2) Excludes Mr. Furman who has severance terms included in his employment agreement. (3) Continued medical coverage is included in the U.S. Executive Severance Plan only. As non-U.S. persons, Mr. Garrard and Ms. Clarke are covered by the Non-U.S. Executive Severance Plan. Equity award vesting acceleration treatment is addressed separately as set forth in executive’s equity award agreements.

  91. Executive Severance Plans

    | | 2024 YEAR-END PROXY STATEMENT |

  92. Executive Severance Plans

    In addition to the severance benefits described in the Executive Severance Plans Summary above certain NEOs are eligible for additional benefits as described below and further discussed in the section entitled “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control”: • Mr. Krasner: In the event of Mr. Krasner’s resignation for “good reason” prior to the 6-month period preceding a “change in control” or after the 24-month period following a “change in control” (as such terms are defined in the U.S. Executive Severance Plan), Mr. Krasner would be entitled to: (i) monthly cash installments during a 12-month period equal to the sum of 12 months of base salary and one times target STI and (ii) the cost of COBRA premiums for the continuation of group healthcare coverage for up to 18 months following the termination date. • Ms. Clarke: Subject to satisfaction of certain conditions set forth in Ms. Clarke’s offer letter, Ms. Clarke may also be entitled to additional accelerated payments and/or vesting of certain amounts in the event of a termination of employment in connection with a “change in control” (as such term is defined in the Non-U.S. Executive Severance Plan). • Mr. Garrard: Effective as of June 17, 2022, the HCC Committee approved certain enhanced termination provisions applicable to Mr. Garrard’s outstanding and future LTIP awards.

  93. 2025 Compensation Preview

    | 2025 STI Design Summary | | | | | NEO Role | Enterprise Financial Performance (% of Total STI) | Segment Financial Performance* (% of Total STI) | Individual Performance Modifier | | CEO, CFO and General Counsel | 100% | N/A | Up to +/- 20% discretionary adjustment to calculated financial performance results | | Segment Heads | 50% | 50% | | | Potential Payout Opportunity: 0% – 200% | | | |

  94. 2025 Compensation Preview

    | Summary of Changes | • Increased the weighting of financial performance metrics compared to 2024. The enterprise performance component weighting was increased: (i) from 80% to 100% of total STI for the CEO and CFO and (ii) from 66.7% to 100% for the General Counsel. For Segment Heads, the enterprise performance component weighting was decreased from 55% to 50% and the segment performance component weighting was increased from 25% to 50%. • Enterprise metric weightings were adjusted to provide for uniform alignment of enterprise performance results (37.5% Adjusted Net Revenue, 37.5% Adjusted Operating Margin and 25.0% FCF Margin) across all NEO roles • Weighted individual performance component was replaced with an individual performance modifier to be used to reward for performance not captured by financial results, including M&A and individual objectives. The total potential payout will remain subject to a 200% cap. |

  95. 2025 Compensation Preview

    | NEO | 2025 Base Salary 1 | 2025 STI Target 2 | | 2025 LTIP Target 3 | | 2025 Target Total Direct Compensation | % Increase from 2024 | | | | % of Base Salary | | % of Base Salary | | | | | Mr. Krasner | $800,000 | 150% | $1,200,000 | 350% | $2,800,000 | $4,800,000 | 26% | | Ms. Gebauer | $784,875 | 125% | $981,094 | 275% | $2,158,406 | $3,924,375 | 21% |

  96. Role of the External HCC Committee Consultant

    Role of the External HCC Committee Consultant The HCC Committee has the independent authority to hire external consultants, as well as the sole authority to retain and terminate the services of its consultant. In 2024, the HCC Committee engaged Semler Brossy as its independent consultant. During the course of 2024, Semler Brossy worked directly under the guidance of the Company’s HCC Committee, in cooperation with management, to assist the HCC Committee with executing its executive compensation-related responsibilities. In such role, the HCC Committee’s consultant served as an objective third-party advisor in assessing the reasonableness of compensation levels and the appropriateness of the design of the evolving compensation program structure in supporting the current and future business strategy and human resource objectives. Semler Brossy attended all formal meetings of the Company’s HCC Committee during 2024. During 2024, Semler Brossy supported the Company’s HCC Committee by assisting with the design and administration of the Company’s executive compensation pay practices, including: • reviewing and providing input on the peer group used to benchmark executive pay; • assessing the market pay data used to inform 2024 pay decisions; • providing input on the pay decisions for the Company’s executive officers, including pay mix and levels; • reviewing and providing input on design changes to the Company’s STI and LTIP; • reviewing the Company’s Compensation Risk Assessment; • reviewing and providing input on changes to the Company’s Executive Share Ownership Policy; • reviewing compensation disclosures, including the CD&A; and • keeping the HCC Committee informed of changes in the regulatory or governance environment for executive compensation issues. The HCC Committee was also provided compensation market data and inputs from the Company’s internal compensation consultants (“WTW consultants”). The HCC Committee along with Semler Brossy used the data and analysis provided by the WTW consultants to ensure that the compensation practices were consistent with the compensation philosophy and objectives for both the amount and composition of executive compensation, including that of Mr. Hess. Based on the data and analysis provided by the WTW consultants, as reviewed by Semler Brossy, as well as information from management and Semler Brossy, the HCC Committee applied business judgment in recommending compensation awards, taking into account the dynamic nature of the brokerage and consulting businesses internationally and the adaptability and response required by the senior leadership to manage significant changes that arose during the course of the year. Other than serving as the consultant to the HCC Committee, Semler Brossy provides no other services to the Company. The HCC Committee determined that, based on the factors specified in the exchange listing rules, Semler Brossy’s services produced no conflicts of interest. The WTW consultants work for the Company and are therefore by definition not independent advisors, although they do provide professional advice, data and guidance to the HCC Committee with the concurrence of Semler Brossy.

  97. Use of Peer Company Data

    Use of Peer Company Data In making its determinations for fiscal year 2024, the HCC Committee considered publicly available information of a select group of peer companies, as well as survey data from the Company’s compensation surveys, to inform the pay levels and structures for the senior executive team. The peer group was used as the primary reference point for the CEO, CFO and Segment Head compensation benchmarking, while the size-adjusted general industry survey data was the primary reference point for all other NEOs. All compensation data used was reviewed and supported by Semler Brossy as the HCC Committee’s independent compensation consultant.

  98. Use of Peer Company Data

    | | 2024 YEAR-END PROXY STATEMENT |

  99. Use of Peer Company Data

    The peer group was selected by the HCC Committee based on the recommendations of the WTW consultants and Semler Brossy based on input from management on the comparability of the business operations of potential peer group companies, including reasonably comparable size (based on revenue and market capitalization) and industry. Information about the peer group companies was used to inform decisions regarding pay levels and mix and program design. For conducting a competitive assessment of the compensation levels for the Company’s executives for fiscal year 2024, the HCC Committee approved the below peer group of 16 companies, consistent with the peer group used in 2023. At the time the peer group was approved by the HCC Committee, WTW was at the 31st percentile in terms of total revenue and the 50th percentile in terms of market capitalization among this peer group.

  100. Use of Peer Company Data

    | Peer Group for 2024 Compensation Decisions | | | • Aon plc | • First American Financial Corporation | | • Arthur J. Gallagher & Co. | • Fiserv, Inc. | | • Automatic Data Processing, Inc. | • Marsh & McLennan Companies, Inc. | | • Booz Allen Hamilton Holding Corporation | • Principal Financial Group, Inc. | | • Cognizant Technology Solutions Corporation | • Robert Half Inc. | | • Conduent Incorporated | • S&P Global Inc. | | • Fidelity National Financial, Inc. | • The Hartford Financial Services Group | | • Fidelity National Information Services, Inc. | • Unum Group |

  101. Compensation Policies and Risk

    | Minimum Guidelines | • CEO: 6x base salary • Other Executive Officers: 3x base salary | | Retention Ratio | • 100% (defined as the net after tax shares required to be held until the ownership guideline has been met) • Includes all WTW shares, regardless of the means acquired | | Shares Counted | • Shares owned outright or in a trust for benefit (including shares acquired from equity awards or from share market purchases) • Shares or units held in broad-based share purchase plans (i.e., the Willis Towers Watson Employee Share Purchase Plan and the Willis Towers Watson UK Tax Advantage Share Incentive Plan) • Shares held through a WTW-sponsored savings, retirement or deferred compensation plan • Unvested and vested restricted shares or RSUs that are subject to time-based vesting • Unvested earned PSUs (i.e., PSUs determined to be earned based on the attainment level of the performance objectives, but still subject to time-based vesting criteria) | | Shares Not Counted | • Unvested or vested/unexercised share options • Unvested/unearned PSUs |

  102. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of the Named Executive Officers for the fiscal year ending December 31, 2024.

  103. Summary Compensation Table

    | A | B | C | D | E | F | G | H | I | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Share Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Carl Hess | 2024 | 1,000,000 | — | 8,933,289 | 2,370,400 | — | 198,401 | 12,502,090 | | CEO | 2023 | 1,000,000 | — | 8,499,764 | 2,499,508 | 156,923 | 512,637 | 12,668,832 | | | 2022 | 1,058,173 | — | 7,249,654 | 1,801,052 | — | 620,021 | 10,728,900 | | Andrew Krasner | 2024 | 800,001 | — | 2,101,633 | 1,195,200 | 12,589 | 85,325 | 4,194,748 | | CFO | 2023 | 800,000 | — | 1,599,704 | 1,241,429 | 21,654 | 128,839 | 3,791,626 | | | 2022 | 800,000 | — | 1,599,768 | 1,106,595 | 3,300 | 58,789 | 3,568,452 | | Lucy Clarke* | 2024 | 357,524 | 1,476,140 | 5,549,307 | 1,121,345 | — | 11,935 | 8,516,251 | | President, R&B | | | | | | | | | | Julie Gebauer | 2024 | 674,375 | — | 1,792,701 | 1,004,725 | — | 98,465 | 3,570,266 | | President, HWC | 2023 | 650,000 | — | 1,499,548 | 1,028,953 | — | 211,358 | 3,389,859 | | | 2022 | 650,000 | — | 1,137,196 | 647,358 | — | 244,337 | 2,678,891 | | Matthew Furman | 2024 | 612,125 | — | 1,139,184 | 912,244 | 14,287 | 66,199 | 2,744,039 | | General Counsel | 2023 | 590,000 | — | 884,903 | 903,275 | 39,662 | 112,164 | 2,530,004 | | | 2022 | 580,000 | — | 884,776 | 785,415 | 21,290 | 126,620 | 2,398,101 | | Adam Garrard* | 2024 | 639,233 | — | 1,680,613 | 947,092 | — | 80,010 | 3,346,948 | | Chairman, R&B | 2023 | 615,984 | — | 1,362,909 | 975,105 | — | 79,992 | 3,033,990 | | | 2022 | 624,864 | — | 1,137,434 | 622,324 | — | 80,955 | 2,465,577 |

  104. Summary Compensation Table

    * The figures for Ms. Clarke and Mr. Garrard for 2024 have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2020 – 2024), as applicable (£1:$1.2836), except for the Share Awards for Mr. Garrard, which were determined based on his 2024 LTIP target value (GBP) and then converted to U.S. dollars based on the average exchange rate for the 30 business days ending on the date of the grant (April 1, 2024). Note that Ms. Clarke’s Share Awards were denominated in dollars. The figures for Mr. Garrard for 2023 have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2019 – 2023), as applicable (£1:$1.2833), except for the Share Awards, which were determined based on his 2023 LTIP target value (GBP) and then converted to U.S. dollars based on the average exchange rate for the 30 business days ending on the date of the grant (April 1, 2023). The figures for Mr. Garrard for 2022 have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2018 – 2022), as applicable (£1:$1.3018), except for the Share Awards, which were determined based on his 2022 LTIP target value (GBP) and then converted to U.S. dollars based on the average exchange rate for the 30 business days ending on the date of the grant (April 1, 2022).

  105. Summary Compensation Table

    | | 2024 YEAR-END PROXY STATEMENT |

  106. Change in Pension Value and Non-Qualified Deferred Compensation Earnings (Column G)

    Change in Pension Value and Non-Qualified Deferred Compensation Earnings (Column G) This column reflects any aggregate increase in actuarial present values of accumulated benefits during the relevant fiscal year for the NEOs under the Willis Towers Watson Pension Plan and the Towers Watson Supplemental Executive Retirement Plan (“Towers Watson SERP”) (through July 1, 2017, when it was frozen). Any increase in actuarial present value was determined using assumptions that are the same as those used in the Company’s financial statements for the fiscal year ended December 31, 2024, except that retirement is assumed to occur at the earliest unreduced retirement age for the NEOs and no pre-retirement terminations or deaths are assumed to occur. The column does not reflect any aggregate decrease in actuarial present values of accumulated benefits during the relevant fiscal year. The earliest unreduced retirement ages and detail of any assumption(s) used in the calculations for each of the NEOs is as follows: • Mr. Hess – Age 62 under the Legacy Watson Wyatt and pre-July 1, 2017 stable value formulas; Age 65 under the post-July 1, 2017 stable value formula. Age 62 was assumed for Mr. Hess because the majority of his benefit value is unreduced at age 62. • Messrs. Krasner and Furman – Age 65 under the post-July 1, 2017 stable value formula. • Ms. Gebauer – Age 60 under the Legacy Towers Perrin benefit formula; Age 62 under the pre-July 1, 2017 stable value benefit formula; Age 65 under the post-July 1, 2017 stable value benefit formula. Ms. Gebauer was assumed to retire immediately because the majority of her benefit value is unreduced at age 60 and she has attained that age. • Ms. Clarke – Not applicable since Ms. Clarke does not participate in any defined benefit plan. Mr. Garrard – Not applicable since Mr. Garrard does not participate in any defined benefit plan.

  107. Change in Pension Value and Non-Qualified Deferred Compensation Earnings (Column G)

    | | 2024 YEAR-END PROXY STATEMENT |

  108. Change in Pension Value and Non-Qualified Deferred Compensation Earnings (Column G)

    The pension values for Messrs. Krasner and Furman increased during the year. The pension value for Mr. Hess and Ms. Gebauer decreased during the year. The increases/(decreases) in the actuarial present values for the NEOs for fiscal year 2024 were ($130,903) for Mr. Hess, $12,589 for Mr. Krasner, ($99,273) for Ms. Gebauer and $14,287 for Mr. Furman. These increases/(decreases) are attributable to a number of factors. The NEOs (except Ms. Clarke and Mr. Garrard) accrued additional benefits in the Willis Towers Watson Pension Plan during 2024. These accruals increased the present values by $47,934 for Mr. Hess, $18,918 for Mr. Krasner, $50,511 for Ms. Gebauer and $25,572 for Mr. Furman. The actuarial present value from the Willis Towers Watson Pension and the Towers Watson SERP increased/(decreased) due to the passage of time by ($94,377) for Mr. Hess, $2,286 for Mr. Krasner, ($82,077) for Ms. Gebauer and $7,840 for Mr. Furman. Changes in the actuarial assumptions were also made during fiscal 2024. The discount rates used to value benefits increased during fiscal 2024 from 5.08% to 5.63% for benefits from the Willis Towers Watson Pension Plan and from 4.94% to 5.27% for the Towers Watson SERP. The assumed lump sum interest rate to determine the value of benefits under the Towers Watson SERP did not change, remaining at 3.00% for Mr. Hess and Ms. Gebauer. The assumption changes described above changed the actuarial present value amounts by ($84,460) for Mr. Hess, ($8,615) for Mr. Krasner, ($67,707) for Ms. Gebauer and ($19,125) for Mr. Furman.

  109. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the grants of plan-based awards made to the NEOs during 2024. Amounts shown in columns C through E relate to the STI award opportunities in respect of 2024. The terms and conditions of these awards are described in the section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Short-Term Incentive Compensation.” The remaining columns relate to equity awards granted under the 2024 LTIP (which consisted of PSUs and RSUs) and sign-on and buyout equity awards of RSUs granted to Ms. Clarke in connection with her joining the Company.

  110. Grants of Plan-Based Awards

    | A | B | C | D | E | F | G | H | I | J | K | L | | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units # (3) | All Other Options Awards: Number of Securities Underlying Units # | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Carl Hess | — | — | 2,000,000 | 4,000,000 | — | — | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 7,771 | — | — | 2,124,902 | | | 4/1/2024 | — | — | — | 9,326 | 23,314 | 46,628 | — | — | — | 6,808,387 | | Andrew Krasner | — | — | 1,000,000 | 2,000,000 | — | — | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 1,828 | — | — | 499,848 | | | 4/1/2024 | — | — | — | 2,194 | 5,485 | 10,970 | — | — | — | 1,601,785 | | Lucy Clarke | — | — | 1,002,813 | 2,005,625 | — | — | — | — | — | — | — | | | 10/1/2024 | — | — | — | — | — | — | 9,980 | — | — | 2,999,788 | | | 10/1/2024 | — | — | — | — | — | — | 5,156 | — | — | 1,549,790 | | | 10/1/2024 | — | — | — | — | — | — | 3,326 | — | — | 999,729 | | Julie Gebauer | — | — | 853,125 | 1,706,250 | — | — | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 1,559 | — | — | 426,293 | | | 4/1/2024 | — | — | — | 1,872 | 4,679 | 9,358 | — | — | — | 1,366,408 | | Matthew Furman | — | — | 774,375 | 1,548,750 | — | — | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 991 | — | — | 270,979 | | | 4/1/2024 | — | — | — | 1,189 | 2,973 | 5,946 | — | — | — | 868,205 | | Adam Garrard* | — | — | 808,668 | 1,617,336 | — | — | — | — | — | — | — | | | 4/1/2024 | — | — | — | — | — | — | 1,462 | — | — | 399,769 | | | 4/1/2024 | — | — | — | 1,754 | 4,386 | 8,772 | — | — | — | 1,280,844 |

  111. Grants of Plan-Based Awards

    * The HCC Committee approved enhanced treatment of certain outstanding and future equity awards for Mr. Garrard, which is further described in the section below entitled “— Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.” The amounts shown in columns C through E reflect threshold, target and maximum performance for the 2024 STI awards granted to each NEO. The threshold payout for each NEO reflects the minimum possible payout of $0. The maximum payout for each NEO reflects the maximum STI award opportunity of 200% of 2024 STI target. The actual 2024 STI awards granted are shown in column F of the Summary Compensation Table and further analyzed in the table in the section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Short-Term Incentive Compensation — 2024 STI Awards.” The figures for Ms. Clarke and Mr. Garrard have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2020 – 2024) (£1:$1.2836).

  112. Grants of Plan-Based Awards

    | | 2024 YEAR-END PROXY STATEMENT |

  113. Grants of Plan-Based Awards

    The number of shares shown in columns F through H reflect threshold, target and maximum performance for the PSUs granted to the NEOs under the 2024 LTIP on April 1, 2024. The PSU performance metrics are 2024-2026 Average Annual Adjusted Net Revenue Growth and 2024-2026 Average Annual Adjusted Operating Margin Improvement, with a relative TSR modifier (potential 0.8x to 1.2x modifier on PSU financial performance result). Earned PSUs will be determined based on a sliding scale for each PSU financial metric with a 100% (target) payout if the applicable target performance goal is achieved. The sliding scales for each financial metric contain thresholds, such that there is a potential of 0% payout for each metric if the threshold performance goal is not achieved and 200% payout if the maximum performance goal is achieved. Payouts between defined performance goals are calculated on a straight-line basis. The performance ranges for each financial metric are independent and it is possible to earn a payout on one metric and not the other (assuming the threshold performance goal has been met on that metric). The Company believes that the details of the financial performance ranges prior to the end of the applicable performance period for the PSUs is competitively sensitive information. The relative TSR modifier will be determined based on the achievement of the applicable performance target relating to the Company’s annualized TSR over the performance period relative to the TSR of the S&P 500 constituents as of the last day of the performance period, as set forth in the table below:

  114. Grants of Plan-Based Awards

    | WTW’s TSR Relative to the S&P 500 (Modifies PSU Financial Performance Result) | | | | Performance | Percentile Rank | Modifier | | Maximum | ≥ 75thPercentile | 1.2x | | Target | 50th Percentile | 1.0x | | Threshold | ≤ 25th percentile | 0.8x |

  115. Grants of Plan-Based Awards

    The maximum payout that can be achieved through the financial metrics and the modifier is 200% of target. The earned PSUs will vest on April 1, 2027 for all NEOs, subject to the continued employment of the participant during the vesting period, except as otherwise described in the section below entitled “— Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.” Dividend equivalents in the form of additional shares will accrue on the PSUs, but are only paid to the same extent and at the same time as the underlying shares vest. For additional information on the 2024 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.” (3) The number of shares shown in column I reflects the RSUs granted to each NEO other than Ms. Clarke under the 2024 LTIP on April 1, 2024. The RSUs will vest in equal installments with an installment vesting on each of the first three anniversaries of the grant date, provided the NEO remains continuously employed by the Company through the applicable vesting date, unless the NEO meets the retirement vesting eligibility requirements under the terms of the program (as Mr. Hess, Ms. Gebauer and Mr. Garrard do). For additional information on the 2024 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.” For Ms. Clarke, the amounts in column I reflect equity awards that she received in connection with her joining the Company and to further incentivize her and address compensation forfeitures from her prior employment, including: (i) a sign-on equity award of time-based RSUs with a grant date fair value of $1,000,000, which vest ratably over five years, (ii) a buyout equity award of time-based RSUs with a grant date fair value of $3,000,000, which vest ratably over three years and (iii) an additional buyout equity award of fully-vested RSUs with a grant date fair value of $1,550,000. The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. For awards subject to both market conditions and performance conditions (2024 LTIP PSUs), amounts reflect the full fair value of the award at the grant date consistent with the recognition criteria in FASB ASC Topic 718; the full fair value at the grant date takes into account all possible outcomes of the market condition, as well as the probable outcome with respect to the satisfaction of the performance conditions consistent with the recognition criteria in FASB ASC Topic 718 (excluding the effect of estimated forfeitures).

  116. Grants of Plan-Based Awards

    | | 2024 YEAR-END PROXY STATEMENT |

  117. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding share-based awards held by the NEOs as of December 31, 2024.

  118. Outstanding Equity Awards at Fiscal Year-End

    | Name | Share Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($) (1) | | Carl Hess | — | — | 23,795 (2) | 7,453,546 | | | 2,446 (3) | 766,185 | — | — | | | — | — | 28,086 (4) | 8,797,659 | | | 5,929 (5) | 1,857,200 | — | — | | | — | — | 23,529 (6) | 7,370,224 | | | 7,842 (7) | 2,456,428 | — | — | | Andrew Krasner | — | — | 5,251 (2) | 1,644,823 | | | 584 (3) | 182,932 | — | — | | | — | — | 5,286 (4) | 1,655,787 | | | 1,175 (5) | 368,057 | — | — | | | — | — | 5,535 (6) | 1,733,783 | | | 1,845 (7) | 577,928 | — | — | | Lucy Clarke | 3,335 (8) | 1,044,655 | — | — | | | 10,008 (9) | 3,134,906 | — | — | | Julie Gebauer | — | — | 3,733 (2) | 1,169,325 | | | 391 (3) | 122,477 | — | — | | | — | — | 4,295 (4) | 1,345,366 | | | 918 (5) | 287,554 | — | — | | | 423 (10) | 132,501 | — | — | | | — | — | 4,722 (6) | 1,479,119 | | | 1,573 (7) | 492,727 | — | — | | Matthew Furman | — | — | 2,905 (2) | 909,962 | | | 323 (3) | 101,177 | — | — | | | — | — | 2,924 (4) | 915,914 | | | 650 (5) | 203,606 | — | — | | | — | — | 3,000 (6) | 939,720 | | | 1000 (7) | 313,240 | — | — | | Adam Garrard* | — | — | 3,734 (2) | 1,169,638 | | | 415 (3) | 129,995 | — | — | | | — | — | 3,843 (4) | 1,203,781 | | | 854 (5) | 267,507 | — | — | | | 440 (10) | 137,826 | — | — | | | — | — | 4,426 (6) | 1,386,400 | | | 1,475 (7) | 462,029 | — | — |

  119. Outstanding Equity Awards at Fiscal Year-End

    * The HCC Committee approved enhanced treatment of certain outstanding and future equity awards for Mr. Garrard, which is further described in the section below entitled “— Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.”

  120. Outstanding Equity Awards at Fiscal Year-End

    | | 2024 YEAR-END PROXY STATEMENT |

  121. Outstanding Equity Awards at Fiscal Year-End

    The market value of shares or units that have not vested has been calculated using the closing price of the Company’s shares on December 31, 2024, as quoted on the NASDAQ ($313.24), the last business day of the year. (2) The PSUs were granted to the NEOs on April 1, 2022 pursuant to the 2022 LTIP for the period of January 1, 2022 to December 31, 2024. The table reflects the target amount of the awards and dividend equivalents in the form of additional shares that have accrued on the PSUs through December 31, 2024. Following the end of the performance period, the number of PSUs earned was determined based on the level of the Company’s achievement of the performance targets established for the 2022 PSUs set forth in the following tables:

  122. Outstanding Equity Awards at Fiscal Year-End

    | Adjusted Operating Margin (50% of PSU Result) | | | Adjusted Net Revenue (30% of PSU Result) | | | Adjusted EPS (20% of PSU Result) | | | | Performance as % of 2024 Target | 2024 Adjusted Operating Margin | Payout as % of Target | Performance as % of 2024 Target | 2024 Adjusted Net Revenue ($M) | Payout as % of Target | Performance as % of 2024 Target | 2024 Adjusted EPS | Payout as % of Target | | ≥ 108.7% | ≥ 25.0% | 200% | ≥ 104.0% | ≥ $9,911.3 | 200% | ≥ 128.6% | ≥ $22.57 | 200% | | 104.3% | 24.0% | 150% | 102.0% | $9,720.7 | 150% | 117.1% | $20.55 | 150% | | 100.0% | 23.0% | 100% | 100.0% | $9,530.1 | 100% | 100.0% | $17.55 | 100% | | 95.7% | 22.0% | 75% | 97.0% | $9,244.2 | 75% | 94.3% | $16.55 | 75% | | 91.3% | 21.0% | 50% | 95.0% | $9,053.6 | 50% | 91.4% | $16.04 | 50% | | < 91.3% | < 21.0% | 0% | < 95.0% | < $9,053.6 | 0% | < 91.4% | < $16.04 | 0% |

  123. Outstanding Equity Awards at Fiscal Year-End

    | 2024 Achievement and Performance Result | 2024 Adjusted Operating Margin | 2024 Adjusted Net Revenue ($M) | 2024 Adjusted EPS | | 2024 Target Performance: | 23.0% | $9,530.1M | $17.55 | | 2024 Actual Performance: | 23.9% | $9,923.7M | $16.92 | | Actual Performance as % of Target Performance: | 103.9% | 104.1% | 96.4% | | Payout as % of Target: | 145.0% | 200.0% | 84.3% | | Overall PSU Performance Result: | 149.4% | | |

  124. Outstanding Equity Awards at Fiscal Year-End

    The overall PSU performance result was applied to the target number of shares under the PSU award including dividend equivalents accrued through the vesting date. As a result, the earned shares shown below are expected to vest in April 2025 for each NEO. Note that the earned shares shown below include dividend equivalents in the form of additional shares accrued on the PSUs through December 31, 2024 (3.9% of the target # of PSUs granted), but the actual earned shares to vest in April 2025 will include additional dividend equivalents accrued through the vesting date.

  125. Outstanding Equity Awards at Fiscal Year-End

    | NEO | Target # of PSUs Granted (including dividend equivalents accrued through December 31, 2024) | Earned # of PSUs at 149.4% Payout | | Mr. Hess | 23,795 | 35,550 | | Mr. Krasner | 5,251 | 7,845 | | Ms. Gebauer | 3,733 | 5,576 | | Mr. Furman | 2,905 | 4,339 | | Mr. Garrard | 3,734 | 5,578 |

  126. Outstanding Equity Awards at Fiscal Year-End

    The RSUs were granted to the NEOs on April 1, 2022 pursuant to the 2022 LTIP for the period of January 1, 2022 to December 31, 2024. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2024. The RSUs will vest in equal installments with an installment vesting on each of the first three anniversaries of the grant date, subject to continued employment with the Company, unless retirement vesting eligible.

  127. Outstanding Equity Awards at Fiscal Year-End

    | | 2024 YEAR-END PROXY STATEMENT |

  128. Outstanding Equity Awards at Fiscal Year-End

    The PSUs were granted to the NEOs on April 1, 2023 pursuant to the 2023 LTIP for the period of January 1, 2023 to December 31, 2025. Earned PSUs will be determined based on a sliding scale for each PSU financial performance metric with a 100% (target) payout if the applicable financial target (2025 Adjusted Operating Margin; 2023-2025 Average Annual Adjusted Net Revenue Growth; 2023-2025 Average Annual Adjusted EPS Growth) is achieved. The table reflects the target amount of the awards and dividend equivalents in the form of additional shares that have accrued on the PSUs through December 31, 2024. (5) The RSUs were granted to the NEOs on April 1, 2023 pursuant to the 2023 LTIP for the period of January 1, 2023 to December 31, 2025. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2024. The RSUs will vest in equal installments with an installment vesting on each of the first three anniversaries of the grant date, subject to continued employment with the Company, unless retirement vesting eligible. (6) The PSUs were granted to the NEOs on April 1, 2024 pursuant to the 2024 LTIP for the period of January 1, 2024 to December 31, 2026. The table reflects the target amount of the awards and dividend equivalents in the form of additional shares that have accrued on the PSUs through December 31, 2024. Earned PSUs will be determined based on a sliding scale for each PSU financial metric with a 100% (target) payout if the applicable target performance goal (2024-2026 Average Annual Adjusted Net Revenue Growth and 2024-2026 Average Annual Adjusted Operating Margin Improvement) is achieved. The attainment level of the PSU financial performance metrics above will be modified (0.8x to 1.2x) by the TSR modifier based on the achievement of the applicable performance target relating to the Company’s annualized TSR over the performance period relative to the TSR of the S&P 500 constituents as of the last day of the performance period, as set forth in the relative TSR modifier table. For additional information on the 2024 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.” (7) The RSUs were granted to the NEOs on April 1, 2024 pursuant to the 2024 LTIP for the period of January 1, 2024 to December 31, 2026. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2024. The RSUs will vest in equal installments with an installment vesting on each of the first three anniversaries of the grant date, subject to continued employment with the Company, unless retirement vesting eligible. For additional information on the 2024 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.” (8) The time-based RSUs were granted to Ms. Clarke on October 1, 2024 and will vest ratably over five years, subject to continued employment with the Company. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2024. (9) The time-based RSUs were granted to Ms. Clarke on October 1, 2024 and will vest ratably over three years, subject to continued employment with the Company. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2024. The time-based RSUs were granted to Ms. Gebauer and Mr. Garrard on April 1, 2023 and will vest ratably over two years, subject to continued employment with the Company. The table reflects the dividend equivalents in the form of additional shares that have accrued on the RSUs through December 31, 2024.

  129. Outstanding Equity Awards at Fiscal Year-End

    | | 2024 YEAR-END PROXY STATEMENT |

  130. Option Exercises and Shares Vested

    Option Exercises and Shares Vested The following table sets forth the share option exercises by the NEOs and the vesting of RSUs and PSUs during 2024.

  131. Option Exercises and Shares Vested

    | Name | Option Awards | | Share-Based Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Mr. Hess | — | — | 10,065 | 2,731,152 | | Mr. Krasner | — | — | 5,752 | 1,655,750 | | Ms. Clarke | — | — | 5,156 | 1,549,790 | | Ms. Gebauer | — | — | 5,588 | 1,488,355 | | Mr. Furman | — | — | 3,902 | 1,034,330 | | Mr. Garrard | — | — | 5,257 | 1,398,314 |

  132. Option Exercises and Shares Vested

    (1) Number of shares acquired on vesting reflects: (i) RSUs granted under the 2022 and 2023 LTIP that vested in April 2024 for all NEOs other than Ms. Clarke, (ii) PSUs earned under the 2021 LTIP that vested in July 2024 for Mr. Hess, Ms. Gebauer, Mr. Furman and Mr. Garrard, (iii) RSUs under the make whole sign-on equity award granted to Mr. Krasner in September 2021 that vested in September 2024 and (iv) fully vested RSUs under the equity buyout award granted to Ms. Clarke in October 2024. The value realized in respect of vested RSUs and PSUs is calculated using the closing share price, as quoted on the NASDAQ, on the day prior to the respective vesting date. For any vesting date that occurred on a non-trading day, the value realized is calculated using the closing share price, as quoted on the NASDAQ, on the last trading day prior to such vesting date.

  133. Option Exercises and Shares Vested

    | | 2024 YEAR-END PROXY STATEMENT |

  134. Pension Benefits at 2024 Fiscal Year-End

    Pension Benefits at 2024 Fiscal Year-End Mr. Hess, Mr. Krasner, Ms. Gebauer and Mr. Furman had accrued a pension benefit in one or more of the defined benefit pension plans maintained by the Company as of December 31, 2024. Ms. Clarke and Mr. Garrard do not participate in a defined benefit plan maintained by the Company. With respect to the NEOs eligible for pension benefits, the table below provides information as of December 31, 2024 regarding the number of years of credited service and the present value of accumulated benefits payable at the earliest unreduced retirement age with respect to the Willis Towers Watson Pension Plan and the Towers Watson SERP.

  135. Pension Benefits at 2024 Fiscal Year-End

    | | | Pension Benefits | | | | Name | Plan | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Payments During the Twelve Months Ended December 31, 2024 ($) | | Carl Hess | Willis Towers Watson Pension Plan | 35.50 | 1,855,314 | ̶ | | | Towers Watson SERP | 28.00 | 3,163,281 | ̶ | | | Total | | 5,018,595 | ̶ | | Andrew Krasner | Willis Towers Watson Pension Plan | 6.92 | 57,309 | ̶ | | | Total | | 57,309 | ̶ | | Julie Gebauer | Willis Towers Watson Pension Plan | 38.17 | 1,817,047 | ̶ | | | Towers Watson SERP | 30.67 | 5,215,782 | ̶ | | | Total | | 7,032,829 | ̶ | | Matthew Furman | Willis Towers Watson Pension Plan | 7.50 | 167,233 | ̶ | | | Total | | 167,233 | ̶ |

  136. Pension Benefits at 2024 Fiscal Year-End

    (1) The assumptions and methodology used in calculating the estimated present values shown in this column are the same as those used and disclosed in Note 13, “Retirement Benefits,” to our audited financial statements for the fiscal year ended December 31, 2024 included in our Annual Report on Form 10-K, except the NEOs are assumed to retire at their earliest unreduced retirement age and no pre-retirement terminations or deaths are assumed to occur. Also, no additional compensation or benefit service is assumed beyond the December 31, 2024 calculation date. The specific relevant assumptions include a discount rate of 5.63% for the Willis Towers Watson Pension Plan and 5.27% for Towers Watson SERP. The mortality assumption for the Willis Towers Watson Pension Plan is the PRI-2012 white collar, non-disabled table with mortality improvements based on MP-2021 with 0% improvements through 2023 and interim and long-term improvement rates capped at 0.5%. The Towers Watson SERP was frozen as of July 1, 2017. Accruals for compensation over the IRS statutory compensation limit after July 1, 2017 are now earned in the WTW Stable Value Excess Plan and are credited as notional shares of WTW stock each quarter. Effective December 31, 2011, benefit accruals were frozen under the qualified and non-qualified defined benefit plans that had been maintained by legacy Towers Perrin and legacy Watson Wyatt for U.S. colleagues, and benefits began to accrue under the stable value pension design for service rendered on or after January 1, 2012. Effective July 1, 2017 the stable value formula was changed for existing participants in the Willis Towers Watson Pension Plan and other employees who previously did not participate became eligible to earn accruals under this plan. Effective January 1, 2024 the stable value formula was changed to a contributory formula for all eligible colleagues.

  137. Pension Benefits at 2024 Fiscal Year-End

    | | 2024 YEAR-END PROXY STATEMENT |

  138. Willis Towers Watson Pension Plan

    Willis Towers Watson Pension Plan The Willis Towers Watson Pension Plan is a broad-based, tax-qualified defined benefit pension plan that provides a benefit to eligible colleagues of the Company. In general, all U.S. salaried and hourly colleagues are eligible to participate after completing one year of service. Effective January 1, 2024, the Willis Towers Watson Pension Plan no longer has a non-contributory component. Under the new contributory formula, employees must contribute 2% of covered pay to the plan in order to participate. Covered pay includes salary only; the additional 5% of eligible pay above the Social Security Wage Base was eliminated. Beginning January 1, 2024, participants covered by the new contributory formula will earn a lump sum benefit payable at the participant’s normal retirement age (65) equal to: (i) 11.5% of each year’s covered pay for the first 10 years of credited service, (ii) 13.0% of each year’s covered pay for the next 10 years of credited service and (iii) 15.0% of each year’s covered pay for 20 or more years of credited service. For this purpose, covered pay consists of base salary. The lump sum is reduced for commencement prior to age 65 at a compounding rate of 5% per year. Prior to January 1, 2024, under the stable value formula, each eligible participant earned a lump sum benefit at the participant’s normal retirement age (65) equal to 11.5% of each covered year’s pay up to the Social Security wage base for the first 10 year of covered services, 13.5% of each covered year’s pay up to the Social Security wage base for the next 10 years of covered services, and 15.0% of each covered year’s pay up to the Social Security wage base for 20 or more years of credited service, plus 16.5% of each year’s covered pay over the Social Security wage base for the first 10 years of credited service, 18.0% of each year’s covered pay over the Social Security wage base for the next 10 years of credited service, and 20.0% of each year’s covered pay over the Social Security wage base for 20 or more years of credited service. Participants who were not eligible for benefit accruals as of December 31, 2016 earn benefits under the contributory stable value formula. Under the contributory formula, employees must contribute 2% of covered pay to the plan in order to participate. Beginning July 1, 2017 participants covered by the contributory formula will earn a lump sum benefit payable at the participant’s normal retirement age (65) equal to: (i) 9.5% of each year’s covered pay up to the Social Security wage base for the first 10 years of credited service after January 1, 2017, 11.0% of each year’s covered pay up to the Social Security wage base for the next 10 years of credited service after January 1, 2017, and 12.5% of each year’s covered pay up to the Social Security wage base for 20 or more years of credited service after January 1, 2017; plus (ii) 14.5% of each year’s covered pay over the Social Security wage base for the first 10 years of credited service, 16.0% of each year’s covered pay over the Social Security wage base for the next 10 years of credited service, and 17.5% of each year’s covered pay over the Social Security wage base for 20 or more years of credited service after January 1, 2017. Benefits earned prior to December 31, 2011 are specified in the legacy formulas as outlined below. Legacy Watson Wyatt Formulas Benefit accruals earned under these formulas ceased on December 31, 2011. Defined benefit plan accruals after December 31, 2011 are earned under the stable value provisions described above. Benefits earned under the legacy Watson Wyatt Pension formulas by participants who were employed by legacy Watson Wyatt prior to the Towers Perrin/Watson Wyatt Merger or who were hired into a legacy Watson Wyatt office prior to January 1, 2011 were based upon combined years of service with legacy Watson Wyatt and legacy Towers Watson through the earlier of date of termination and December 31, 2011 and the highest consecutive 60-month average of total compensation (base pay, overtime and bonus) through the earlier of date of termination and December 31, 2011.

  139. Willis Towers Watson Pension Plan

    | | 2024 YEAR-END PROXY STATEMENT |

  140. Willis Towers Watson Pension Plan

    The standard form of benefit payment is a single life annuity benefit for participants who are not married and a 100% joint and contingent annuity benefit for married participants. Alternatively, participants may elect a joint and contingent annuity with a continuation percentage of 50%, 75% or 100%, or a certain and continuous annuity benefit with 5 or 10 years of guaranteed payments, subject to the plan provisions and statutory limits. The payout option must be elected by the participant before benefit payments begin. The monthly benefit at normal retirement (age 65) is equal to 1.7% times the participant’s average monthly compensation for the 60 consecutive months with the highest compensation plus 0.4% times the average monthly compensation for the 60 consecutive months with the highest compensation that exceeds the Social Security Covered Compensation (as defined in the plan), all times the number of completed years and months of continuous service up to 25 years. As of December 31, 2022, Mr. Hess is eligible for early retirement benefits, but not yet eligible for unreduced early retirement benefits. Colleagues who were employed by legacy Watson Wyatt on June 30, 2003 were grandfathered into prior pension plan provisions for five years, or until June 30, 2008. During the 5-year grandfathering period, eligible colleagues continued to accrue benefits under the legacy Watson Wyatt provisions in effect before July 1, 2003, except that the 5-year certain and continuous annuity form of payment was not grandfathered. Under these provisions, the same formula described above is used except that an associate’s average pay is determined to be the highest average 36 consecutive months of total pay. In addition, the benefit can never be less than the June 30, 2003 accrued benefit indexed by 3% each year. Benefits accrued under the grandfathered formulas were frozen on the earlier of June 30, 2008 or termination of employment, except for the formula that indexes the June 30, 2003 accrued benefit which was frozen at December 31, 2011. At retirement or termination, whether before or after June 30, 2008, an associate’s accrued benefit will not be less than the frozen grandfathered benefit. If the associate terminates employment after age 50, the frozen grandfathered benefit will be reduced by 5% per year for commencement before age 60. For termination before age 50, this benefit will be actuarially reduced from age 65. Grandfathered colleagues who attain age 50 with 10 years of service will be eligible for early retirement. Mr. Hess qualifies for the grandfathered provisions and is eligible for retirement under those provisions. Legacy Towers Perrin Formulas Benefit accruals earned under these formulas ceased on December 31, 2011. Defined benefit plan accruals after December 31, 2011 are earned under the stable value provisions described above. In general, all U.S. colleagues who were employed by legacy Towers Perrin prior to the Towers Perrin/Watson Wyatt Merger or who were hired into a legacy Towers Perrin office prior to January 1, 2011, with the exception of those colleagues paid on a bi-weekly basis, were eligible for benefits under these provisions. Participants earned benefits under two formulas. Under the first formula, benefits were based upon final average plan compensation as of the earlier of the date of the participant’s termination of employment or December 31, 2007, for which plan compensation included base pay and both the bonus paid under the individual bonus program and the bonus paid under the Principal bonus program for the year in which they were earned. Under the second formula, benefits were determined using a cash balance methodology, for which plan compensation included base pay, the bonus paid under the individual bonus program and other incentive bonuses when paid, but did not include the bonus paid under the Principal bonus program. The normal retirement age under these provisions is the later of (i) age 65 and (ii) the earlier of (a) three years of service under the plan or (b) the fifth anniversary of employment. Active colleagues as of January 1, 2003 accrued benefits under both the final average earnings formula and the cash balance formula until December 31, 2007. Upon termination of employment, the values of the benefits under both of these formulas are compared, with the participant receiving the greater of the two. Participants hired (or rehired) on or after January 1, 2003, but prior to January 1, 2011, earned benefits solely under the cash balance formula. Beginning January 1, 2008 through December 31, 2011, benefits were earned only under the cash balance formula. Ms. Gebauer earned benefits under both the final average earnings formula and the cash balance formula described below and is eligible to retire with unreduced benefits as described below.

  141. Willis Towers Watson Pension Plan

    | | 2024 YEAR-END PROXY STATEMENT |

  142. Willis Towers Watson Pension Plan

    Final Average Earnings Formula Benefits earned under the final average earnings formula are equal to 2 percent of the final five-year average of plan compensation (subject to the IRS statutory maximum) as of the earlier of termination of employment or December 31, 2007, multiplied by credited service as of December 31, 2007, subject to a maximum of 20 years. Under this formula, participants may retire as early as age 50 with 5 years of service and receive a reduced benefit. A participant may retire early with an unreduced benefit after the later of age 60 or 3 years of service. This is the participant’s unreduced early retirement date. Reduction factors are based upon either 5 percent per year or actuarial equivalent reductions based on the specified assumptions in IRC Section 417(e)(3) from age 60, whichever produces the greater benefit. Prior to October 1, 2008, the accrued benefit for participants terminating prior to eligibility for early retirement was equal to 2 percent of the final five-year average of plan compensation (subject to the IRS statutory maximum) multiplied by credited service projected to unreduced early retirement date (maximum of 20 years) multiplied by the ratio of credited service as of the earlier of date of termination or December 31, 2007 divided by projected credited service as of the unreduced early retirement date. Participants terminating after October 1, 2008 are not subject to such projection and proration. Participants earning benefits under the final average earnings formula are also entitled to a Social Security supplemental benefit. This benefit is equal to $9,600 per year multiplied by the ratio of the participant’s credited service at the earlier of date of termination or December 31, 2007 to the participant’s projected service at unreduced early retirement date. This amount is payable from the later of the participant’s unreduced early retirement date or actual retirement date to the date the participant attains age 62. Participants with service prior to December 31, 1993 are entitled to a subsidized joint and survivor spousal annuity, provided that they terminate employment after attaining age 50. The subsidized percentage equals 100 percent multiplied by the ratio of credited service as of December 31, 1993 divided by credited service at the earlier of date of termination or December 31, 2007, both subject to a maximum of 20 years. Cash Balance Formula Benefits earned under the cash balance formula are expressed in the form of a notional account balance. Each month a participant’s cash balance account was increased by (i) pay credits based on the participant’s plan compensation for that month and (ii) interest credits based on the participant’s hypothetical account balance at the end of the prior month. As of December 31, 2011, pay credits were frozen, but interest credits continue. Pay credits were 5 percent of plan compensation up to the Social Security taxable wage base and 10 percent of pay over the Social Security taxable wage base, subject to the IRS statutory maximum on plan compensation. Interest credits are based on 10-year Treasury bond yields. An opening cash balance account was established for all active plan participants as of January 1, 2003. This opening account balance was equal to the present value of the final average earnings accrued benefit and Social Security supplemental benefit payable at the participant’s unreduced early retirement date. Participants with benefits under both the final average earnings formula and the cash balance formula may elect to receive their entire benefit as an annuity with the Social Security supplement or receive their cash balance formula benefit as a lump sum with the remaining benefit value distributed as an annuity.

  143. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2024

    Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2024 The following table provides information as of December 31, 2024 concerning the legacy Watson Wyatt non-qualified deferred compensation plan assumed by legacy Towers Watson in connection with the Towers Perrin/Watson Wyatt Merger, in which Mr. Hess is a participant. In connection with approval of the stable value pension plan amendments discussed above, legacy Watson Wyatt also froze contributions under the Watson Wyatt Deferred Savings Plan (“WW Deferred Savings Plan”) effective immediately following the date that contributions were made for the short plan year ended December 31, 2011. The table also provides information as of December 31, 2024 concerning the WTW Deferred Savings Plan, as well as for the WTW Stable Value Excess Plan effective July 1, 2017. • WW Deferred Savings Plan – The WW Deferred Savings Plan was established to supplement the benefits of those participants in the Watson Wyatt & Company Savings Plan for U.S. employees whose company matching contributions to the savings plan are limited by the compensation and elective deferral limitations, or the nondiscrimination requirements, imposed by the IRC. The WW Deferred Savings Plan does not allow for associate contributions. Participants generally vest in their account after three years of service. Mr. Hess is fully vested in his account balance in the WW Deferred Savings Plan. Participants are eligible for payment of their vested account balance upon termination of employment or retirement. • WTW Deferred Savings Plan – The WTW Deferred Savings Plan is an unfunded deferred compensation plan for select management and other highly compensated colleagues who contribute significantly to the future success of the Company, including the Company’s executive officers. The purpose of the WTW Deferred Savings Plan is to provide this group with a means to defer receipt of a portion of their compensation that exceeds the IRC limit, and potentially to receive a discretionary matching contribution from the Company. • WTW Stable Value Excess Plan – The Towers Watson SERP was frozen effective July 1, 2017 and participants ceased to accrue further benefits in the Towers Watson SERP. In place of the Towers Watson SERP, the Company adopted the WTW Stable Value Excess Plan, an unfunded deferred compensation plan for select management and other highly compensated colleagues, including the Company’s executive officers, with the purpose of providing participants with supplemental and deferred compensation benefits on eligible earnings that exceed the IRC limit through the accrual of a contributory or non-contributory stable value benefit. The WTW Stable Value Excess Plan became closed to new hires after December 31, 2023. Effective January 1, 2024, the stable value formula was changed to a contributory formula for all eligible colleagues. Under the new contributory formula, employees must contribute 2% of covered pay to the plan in order to participate. Beginning January 1, 2024, participants covered by the new contributory formula will earn a lump sum benefit payable at the participant’s normal retirement age (65) equal to: 11.5% of each year’s covered pay (base pay only) for the first 10 years of credited service, 13.0% of each year’s covered pay (base pay only) for the next 10 years of credited service and 15.0% of each year’s covered pay (base pay only) for 20 or more years of credited service. Covered pay under the new contributory formula includes base pay only.

  144. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2024

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  145. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2024

    All colleague deferrals and all Company matches and/or accruals in the WTW Stable Value Excess Plan and the WTW Deferred Savings Plan are credited in the form of Company share units under the Company’s 2012 Plan, will accrue dividend equivalents and will be paid in Company shares; as a result, the value of the notional account will be aligned with the value of the Company’s underlying shares. To comply with IRC Section 409A, distributions will be made on the first business day of the month following the date that is six months after the participant’s separation from service.

  146. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2024

    | Name (1) | Non-Qualified Deferred Compensation Plan | Executive Contributions for the Fiscal Year Ended December 31, 2024 ($) | Registrant Contributions for the Fiscal Year Ended December 31, 2024 ($) | Aggregate Earnings for the Fiscal Year Ended December 31, 2024 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2024 ($) (5) | | Carl Hess | WW Deferred Savings Plan | — | — | 12,174 (3) | — | 149,906 | | | WTW Deferred Savings Plan (2) | 189,270 | 110,408 | 637,681 (4) | — | 2,689,222 | | | WTW Stable Value Excess Plan | 13,100 | 89,437 | 576,542 (4) | — | 2,472,482 | | Andrew Krasner | WTW Deferred Savings Plan (2) | 101,786 | 59,375 | 116,066 (4) | — | 485,287 | | | WTW Stable Value Excess Plan | 9,100 | 15,898 | 43,253 (4) | — | 200,649 | | Julie Gebauer | WTW Deferred Savings Plan (2) | 81,500 | 47,541 | 1,745,713 (4) | — | 7,274,234 | | | WTW Stable Value Excess Plan | 6,588 | 47,177 | 384,963 (4) | — | 1,643,231 | | Matthew Furman | WTW Deferred Savings Plan (2) | 70,224 | 40,964 | 223,612 (4) | — | 931,527 | | | WTW Stable Value Excess Plan | 5,343 | 14,832 | 181,400 (4) | — | 772,153 |

  147. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2024

    (1) Ms. Clarke and Mr. Garrard did not participate in the Company’s non-qualified deferred compensation plans during 2024. (2) The value of the WTW Deferred Savings Plan notional account set forth in the “Aggregate Balance at December 31, 2024” column is based on the value of the Company’s underlying shares on such date. (3) Represents interest earned during the fiscal year ended December 31, 2024 on the account balance in the WW Deferred Savings Plan. Interest under the WW Deferred Savings Plan is calculated using the prime rate of interest as reported by Willis Towers Watson’s primary bank, determined as of the first day of the calendar year. (4) Represents the increase/(decrease) in value during fiscal year 2024 of Company share units credited to an associate’s account from associate deferrals and discretionary Company matching contributions, calculated using the prime rate of interest as reported by Willis Towers Watson’s primary bank, determined as of the first day of the calendar year, as well as quarterly dividends and Company share price appreciation/(depreciation). (5) Other than registrant contributions of $1,310,614 for Mr. Hess, $232,468 for Mr. Krasner, $525,399 for Ms. Gebauer and $270,611 for Mr. Furman, no portion of the amounts shown has been reported in the Company’s Summary Compensation Table for the fiscal year ended December 31, 2024 or in prior fiscal years. The balances reported for the WTW Deferred Savings Plan and the WTW Stable Value Excess Plan reflect the value of Company share units credited to an associate’s account from associate deferrals and discretionary Company matching contributions as calculated based on the closing price of the Company’s shares on December 31, 2024 of $313.24 per share.

  148. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2024

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  149. Potential Payments to Named Executive Officers Upon Termination and/or Change in Control

    Potential Payments to Named Executive Officers Upon Termination and/or Change in Control The table appearing immediately below sets forth the estimated payments and benefits that the Company’s NEOs would have received assuming termination and/or a change in control had occurred on December 31, 2024. For a brief description of the applicable non-competition and non-solicitation covenants, see the section above entitled “— Named Executive Officers’ Employment Agreements.”

  150. Potential Payments as of December 31, 2024

    Potential Payments as of December 31, 2024 The below table reflects the severance benefits that Mr. Hess, Mr. Krasner, Ms. Clarke, Ms. Gebauer and Mr. Garrard would have been eligible to receive under the Executive Severance Plans and that Mr. Furman would have been entitled to receive under his employment agreement, in each case, in each termination scenario, as of December 31, 2024.

  151. Potential Payments as of December 31, 2024

    | | | Termination Scenarios | | | | | | | | A | B | C | D | E | | Name | Form of Compensation | Termination Outside of Change in Control Period* ($) | Termination During Change in Control Period** ($) | Retirement ($) | Death or Disability ($) | Cause/ Without Good Reason ($) | | Carl Hess | Cash Severance Payment (1) | 6,000,000 | 11,370,400 | — | — | — | | | Perquisites/Benefits (2) | 45,618 | 45,618 | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 22,556,726 | 28,701,242 | 22,556,726 | 32,383,378 | — | | | Total | 28,602,344 | 40,117,260 | 22,556,726 | 32,383,378 | — | | Andrew Krasner | Cash Severance Payment (1) | 1,800,000 | 4,795,200 | — | — | — | | | Perquisites/Benefits (2) | 53,853 | 53,853 | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 3,223,240 | 6,163,310 | — | 6,975,855 | — | | | Total | 5,077,093 | 11,012,363 | — | 6,975,855 | — | | Lucy Clarke*** | Cash Severance Payment (1) | 1,805,063 | 4,731,471 | — | — | — | | | Perquisites/Benefits (2) | — | — | — | — | — | | | Accelerated Vesting of Equity Awards (3) | — | 4,179,561 | — | 4,179,561 | — | | | Total | 1,805,063 | 8,911,032 | — | 4,179,561 | — | | Julie Gebauer | Cash Severance Payment (1) | 1,535,625 | 4,075,975 | — | — | — | | | Perquisites/Benefits (2) | 29,275 | 29,275 | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 3,634,524 | 5,029,069 | 3,634,524 | 5,606,370 | — | | | Total | 5,199,424 | 9,134,319 | 3,634,524 | 5,606,370 | — | | Matthew Furman | Cash Severance Payment (1) | 2,306,119 | 3,562,125 | — | — | — | | | Perquisites/Benefits (2) | 30,192 | 30,192 | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 1,782,649 | 3,383,619 | — | 3,832,805 | — | | | Total | 4,118,960 | 6,975,936 | — | 3,832,805 | — | | Adam Garrard | Cash Severance Payment (1) | 1,455,602 | 3,858,296 | — | — | — | | | Perquisites/Benefits (2) | — | — | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 5,334,791 | 5,334,791 | 5,334,791 | 5,334,791 | — | | | Total | 6,790,393 | 9,193,087 | 5,334,791 | 5,334,791 | — |

  152. Potential Payments as of December 31, 2024

    * Termination Outside of Change in Control Period — For Cash Severance Payment and Perquisites/Benefits amounts, this column represents: (i) Involuntary Termination under the Executive Severance Plans for Mr. Hess, Ms. Clarke, Ms. Gebauer and Mr. Garrard, (ii) Qualifying Termination under the Executive Severance Plans for Mr. Krasner (per terms of his offer letter) and (iii) termination without “good cause” or resignation for “good reason” for Mr. Furman (as described in his employment agreement). For Accelerated Vesting of Equity Awards amounts, this column represents termination without “cause” (or “good cause”) or resignation for “good reason” (as such terms are described in the respective equity award and employment agreements). ** Termination During Change in Control Period — For Cash Severance Payment and Perquisites/Benefits amounts, this column represents: (i) Qualifying Termination occurring during the period commencing 6 months prior to a “change in control” and ending 24 months following a “change in control,” under the Executive Severance Plans for Mr. Hess, Mr. Krasner, Ms. Clarke, Ms. Gebauer and Mr. Garrard and (ii) termination without “good cause” or resignation for “good reason” within 24 months following a “change in control” for Mr. Furman (as described in his employment agreement). For Accelerated Vesting of Equity Awards amounts, this column represents termination without “cause” (or “good cause”) or resignation for “good reason” within 24 months following a “change in control” (as such terms are described in the respective equity award and employment agreements), except for Ms. Clarke whose new hire equity awards allow for accelerated vesting in the event of a “change in control” (as such term is defined under the Non-U.S.

  153. Potential Payments as of December 31, 2024

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  154. Potential Payments as of December 31, 2024

    Executive Severance Plan) provided at least three months’ notice is given and she does not leave the Company prior to 30 days following the effective date of a “change in control.” *** Per terms of Ms. Clarke's offer letter, in the event that she voluntarily leaves the Company or if she is dismissed for gross misconduct before completing one full year of service with the Company, she will be required to repay the value of the following awards in full within 14 days of her last day of employment: (i) the bonus buyout payment of £1.15 million paid in cash to her in August 2024 and (ii) the additional equity buyout award of $1.55 million in fully vested RSUs granted to her in October 2024. (1) Cash Severance Payment The components of the Cash Severance Payment that could be payable to the NEOs in certain termination scenarios include: (i) severance payment consisting of a multiple of the executive’s annual base salary and target STI award and (ii) pro-rata STI award for the year of termination, based on target or actual performance, and payable at the same time that STI awards are payable generally. A breakdown of the Cash Severance Payment amounts shown above for each NEO is shown in the following table with additional details described below.

  155. Potential Payments as of December 31, 2024

    | | | Termination Scenarios | | | | | | | | A | B | C | D | E | | Name | Breakdown of Cash Severance Payment | Termination Outside of Change in Control Period ($) | Termination During Change in Control Period ($) | Retirement ($) | Death or Disability ($) | Cause/ Without Good Reason ($) | | Carl Hess | Severance Multiplier | 2 | 3 | — | — | — | | | Severance Payment | 6,000,000 | 9,000,000 | — | — | — | | | Pro Rata STI for Year of Termination | — | 2,370,400 | — | — | — | | | Cash Severance Payment | 6,000,000 | 11,370,400 | — | — | — | | Andrew Krasner | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,800,000 | 3,600,000 | — | — | — | | | Pro Rata STI for Year of Termination | — | 1,195,200 | — | — | — | | | Cash Severance Payment | 1,800,000 | 4,795,200 | — | — | — | | Lucy Clarke* | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,805,063 | 3,610,126 | — | — | — | | | Pro Rata STI for Year of Termination | — | 1,121,345 | — | — | — | | | Cash Severance Payment | 1,805,063 | 4,731,471 | — | — | — | | Julie Gebauer | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,535,625 | 3,071,250 | — | — | — | | | Pro Rata STI for Year of Termination | — | 1,004,725 | — | — | — | | | Cash Severance Payment | 1,535,625 | 4,075,975 | — | — | — | | Matthew Furman | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,393,875 | 2,787,750 | — | — | — | | | Pro Rata STI for Year of Termination | 912,244 | 774,375 | — | — | — | | | Cash Severance Payment | 2,306,119 | 3,562,125 | — | — | — | | Adam Garrard* | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,455,602 | 2,911,204 | — | — | — | | | Pro Rata STI for Year of Termination | — | 947,092 | — | — | — | | | Cash Severance Payment | 1,455,602 | 3,858,296 | — | — | — |

  156. Potential Payments as of December 31, 2024

    * The figures for Ms. Clarke and Mr. Garrard have been converted from British pounds into U.S. dollars at the five-year average exchange rate (2020 — 2024) (£1:$1.2836).

  157. Potential Payments as of December 31, 2024

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  158. Potential Payments as of December 31, 2024

    Mr. Hess, Mr. Krasner, Ms. Gebauer, Ms. Clarke and Mr. Garrard: o Termination Outside of Change in Control Period (Column A) — The Cash Severance Payment amounts shown above reflect the cash severance that each executive would be eligible to receive under the Executive Severance Plans for an Involuntary Termination (or a Qualifying Termination in the case of Mr. Krasner per the terms of his offer letter) occurring prior to the 6-month period preceding a “change in control” or after the 24-month period following a “change in control,” which is equal to: (i) two times the sum of annual base salary and target STI award (payable in installments over 24 months) for Mr. Hess and (ii) the sum of annual base salary and target STI award (payable in installments over 12 months) for the other NEOs. o Termination During Change in Control Period (Column B) — The Cash Severance Payment amounts shown above reflect the cash severance that each executive would be eligible to receive under the Executive Severance Plans for a Qualifying Termination occurring during the period commencing 6 months prior to a “change in control” and ending 24 months following a “change in control,” which includes: (i) cash severance equal to three times the sum of annual base salary and target STI award (payable in lump sum) and a pro-rata portion of the STI award for the year of termination (based on actual performance) for Mr. Hess and (ii) cash severance equal to two times the sum of annual base salary and target STI award (payable in lump sum) and a pro-rata portion of the STI award for the year of termination (based on actual performance) for the other NEOs. • Mr. Furman — The Cash Severance Payment shown in Column A above reflects the severance that he would be entitled to receive pursuant to his employment agreement for termination without “good cause” or resignation for “good reason,” including: (i) cash severance of $1,393,875 (equal to the sum of his annual base salary and target STI award) payable in installments over 12 months and (ii) a pro-rata portion of his STI award for the year of termination based on actual performance in the amount of $912,244. The Cash Severance Payment shown in Column B above reflects the severance that he would be entitled to receive pursuant to his employment agreement for termination without “good cause” or resignation for “good reason” within 24 months following a “change in control,” including: (i) a lump sum cash severance payment of $2,787,750 (equal to two times the sum of his annual base salary and target STI award) and (ii) a pro-rata portion of his STI award for the year of termination based on target performance in the amount of $774,375. (2) Perquisites/Benefits The Perquisites/Benefits amounts shown in Columns A and B above for Mr. Hess, Mr. Krasner and Ms. Gebauer reflect the estimated value of continued group healthcare coverage that each executive would be entitled to under the U.S. Executive Severance Plan. Under the plan, for (i) an Involuntary Termination (or a Qualifying Termination in the case of Mr. Krasner per the terms of his offer letter) occurring prior to the 6-month period preceding a “change in control” or after the 24-month period following a “change in control” or (ii) a Qualifying Termination occurring during the period commencing 6 months prior to a “change in control” and ending 24 months following a “change in control,” each executive would be entitled to the cost of the entire amount of the COBRA premiums for the continuation of group healthcare coverage for the participant and the participant’s eligible dependents under the Company’s group medical and dental plans for (a) up to 24 months following the date of termination for Mr. Hess and (b) up to 18 months following the date of termination for Mr. Krasner and Ms. Gebauer. The values above reflect the estimated maximum COBRA subsidy (equal to the estimated cost of Company contributions for active medical and dental coverage for 24 or 18 months following termination, as applicable) of $45,618 for Mr. Hess, $53,853 for Mr. Krasner and $29,275 for Ms. Gebauer. The Perquisites/Benefits amounts shown above for Mr. Furman reflect the estimated value of continued health benefits per terms of his employment agreement. Mr. Furman’s employment agreement provides for up to 12 months of continued health benefits (an estimated maximum benefit of $30,192). In addition, upon any termination of employment, the NEOs may be entitled to benefits that are provided generally by the Company to salaried employees, including distributions under the Company’s 401(k) plan, health care benefits, disability benefits and accrued vacation pay.

  159. Potential Payments as of December 31, 2024

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  160. Potential Payments as of December 31, 2024

    (3) Accelerated Vesting of Equity Awards The amounts above reflect the intrinsic value of any unvested RSU and PSU awards held by each NEO that would (or could) have received accelerated vesting treatment in each termination scenario as described below pursuant to the applicable equity award or employment agreement, based on the Company’s closing share price of $313.24, as quoted on the NASDAQ on the last business day of the fiscal year (December 31, 2024). For more information on the NEOs’ outstanding equity awards at December 31, 2024 considered for these calculations, refer to the section entitled “— Outstanding Equity Awards at Fiscal Year-End.”

  161. Impact on Present Value of Accumulated Pension Benefits Payable in Certain Termination Scenarios

    Impact on Present Value of Accumulated Pension Benefits Payable in Certain Termination Scenarios The account values payable to the NEOs through the Non-Qualified Deferred Compensation Plans are shown in the table in the section entitled “— Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2024” above and would not change based on early retirement, death, disability or a change in control of the Company. The value of benefits payable to the NEOs under the Willis Towers Watson Pension Plan and the Towers Watson SERP outlined above may increase (or decrease) in the event of the early retirement, pre-retirement death or disability of the NEO. Benefits do not become payable under the Willis Towers Watson Pension Plan or the Towers Watson SERP as a result of a change in control of the Company. Using the assumptions employed in the table in the section entitled “— Pension Benefits at 2024 Fiscal Year-End” (the “Pension Benefits Table”), the present value of the pension and disability benefit (as applicable) payable to the NEOs as of December 31, 2024 in the event of early retirement, death or disability is shown in the following table.

  162. Impact on Present Value of Accumulated Pension Benefits Payable in Certain Termination Scenarios

    | Total Present Value as of December 31, 2024 in case of: | | | | | | | | | Name | Plan | Early Retirement ($) (1) | Increase/ (Decrease) from Pension Benefits Table ($) | Pre- Retirement Death ($) (2) | Increase/ (Decrease) from Pension Benefits Table ($) | Disability ($) (3) | Increase/ (Decrease) from Pension Benefits Table ($) | | Carl Hess | WTW Pension Plan | 1,848,228 | (7,086) | 1,595,306 | (260,008) | 1,749,214 | (106,100) | | | Towers Watson SERP | 3,361,509 | 198,228 | 3,363,096 | 199,815 | 2,771,519 | (391,762) | | | Disability | — | — | — | — | 987,321 | 987,321 | | | Total | 5,209,737 | 191,142 | 4,958,402 | (60,193) | 5,508,054 | 489,459 | | Andrew Krasner | WTW Pension Plan | 57,801 | 492 | 61,369 | 4,060 | 356,182 | 298,873 | | | Disability | — | — | — | — | 3,697,200 | 3,697,200 | | | Total | 57,801 | 492 | 61,369 | 4,060 | 4,053,382 | 3,996,073 | | Julie Gebauer | WTW Pension Plan | 1,823,749 | 6,702 | 1,229,465 | (587,582) | 1,774,612 | (42,435) | | | Towers Watson SERP | 5,020,443 | (195,339) | 5,020,443 | (195,339) | 4,524,212 | (691,570) | | | Disability | — | — | — | — | 988,292 | 988,292 | | | Total | 6,844,192 | (188,637) | 6,249,907 | (782,922) | 7,287,116 | 254,287 | | Matthew Furman | WTW Pension Plan | 168,349 | 1,116 | 175,351 | 8,118 | 421,307 | 254,074 | | | Disability | — | — | — | — | 2,658,203 | 2,658,203 | | | Total | 168,349 | 1,116 | 175,351 | 8,118 | 3,079,510 | 2,912,277 |

  163. Impact on Present Value of Accumulated Pension Benefits Payable in Certain Termination Scenarios

    The decrease for early retirement compared to the Pension Benefits Table for Mr. Hess in the Willis Towers Watson Pension Plan is because the discount rate used to discount payments under the Pension Benefits Table is lower than the early retirement factors at which benefits are reduced to the early retirement age. The increase for early

  164. Impact on Present Value of Accumulated Pension Benefits Payable in Certain Termination Scenarios

    | | 2024 YEAR-END PROXY STATEMENT |

  165. Impact on Present Value of Accumulated Pension Benefits Payable in Certain Termination Scenarios

    retirement compared to the Pension Benefits Table for Mr. Hess in the Towers Watson SERP is due to the use of a lower lump sum rate which is in effect for immediate terminations than the assumed lump sum rate used for when he assumed to retire for the Pension Benefits Table. The decrease for early retirement compared to the Pension Benefits Table for Ms. Gebauer in the Towers Watson SERP is due to the use of a higher lump sum rate which is in effect for current terminations than the assumed lump sum rate used for when she is assumed to retire for the Pension Benefits Table. The decrease for early retirement compared to the Pension Benefits Table for Messrs. Krasner and Furman in the Willis Towers Watson Pension Plan is because the discount rate used to discount payments under the Pension Benefits Table is lower than the early retirement factors at which benefits are reduced to the early retirement age. The Willis Towers Watson Pension Plan benefit attributable to the stable value formulas is assumed payable to the NEOs in the same forms of benefit used in determining benefit obligations under ASC-715 at retirement. 50% of the benefit is assumed payable as a lump sum, 26% of the benefit is assumed to be paid as a 100% joint and survivor annuity, 22% of the benefit is assumed to be paid a single life annuity and 2% of the benefit is assumed to be paid as a 10-year certain and continuous annuity. The assumed forms of payment for the Willis Towers Watson Pension Plan benefit payable to Mr. Hess attributable to the legacy Watson Wyatt formula is 50% as a 100% joint and survivor annuity, 45% as a single life annuity and 5% as a 10-year certain and continuous annuity. The assumed forms of payment for benefits from the Willis Towers Watson Plan benefit attributable to the legacy Towers Perrin formulas payable to Ms. Gebauer is 50% as a lump sum with a residual annuity, 25% as a 100% joint and survivor annuity, 22% as a single life annuity and 3% as a 10-year certain and continuous annuity. The stable value and Legacy Watson Wyatt benefits under the Towers Watson SERP are payable as a lump sum six months after retirement. The Legacy Towers Perrin benefits under the Towers Watson SERP are paid in four approximately equal annual installments beginning six months after retirement. Mr. Hess and Ms. Gebauer are currently eligible for early retirement under the terms of the Willis Towers Watson Pension Plan and the Towers Watson SERP. (2) In case of death, the stable value benefits earned by all executives from the Willis Towers Watson Pension Plan and Towers Watson SERP become vested and are immediately payable to the NEO’s surviving spouse or beneficiary (six-month delay for benefits from the Towers Watson SERP). 80% of the Willis Towers Watson Pension Plan benefit is assumed to be paid as a lump sum and 20% is assumed to be paid as a single life annuity to the NEO’s surviving spouse or beneficiary. 100% of the Towers Watson SERP benefit is paid as a lump sum. For Mr. Hess, the legacy Watson Wyatt qualified formula provides a death benefit to the executive’s spouse assuming the executive retired on the date of his death, elected the 100% joint and contingent benefit form and died the next day. The legacy Watson Wyatt formula in the Towers Watson SERP provides a death benefit to the participant’s spouse, or the designated beneficiary of an unmarried participant, payable in a lump sum equal to the amount that would have been payable to the participant if the participant had retired on the date of the participant’s death. This benefit is provided if the participant is early retirement eligible at death and is available to all plan participants with a legacy Watson Wyatt formula benefit. The death benefit is paid six months after death. For Ms. Gebauer, the legacy Towers Perrin qualified formula provides a death benefit equal to the greater of her cash balance account through December 31, 2007 and the value of the survivor portion of her final average earnings benefit, plus her cash balance account earned from January 1, 2008 through December 31, 2011. The assumed form of payment for the death benefit attributable to the legacy Towers Perrin formulas is 80% as a lump sum and 20% as a single life annuity to the NEO’s surviving spouse or beneficiary. The Towers Watson SERP benefit attributable to the legacy Towers Perrin formulas provides benefits payable upon death equal to the amount that would have been received if terminating employment on the date of death. The Towers Watson SERP death benefit is paid in four approximately equal annual installments beginning six months after the date of death. The decrease in the Towers Watson SERP benefits for Ms. Gebauer is attributable to the use of a higher lump sum rate which is in effect for current terminations than the assumed lump sum rate used when she is assumed to retire for the Pension Benefits Table. The decrease in the Towers Watson SERP benefits for Mr. Hess is attributable to the use of a higher lump sum rate which is in effect for current terminations than the assumed lump sum rate used for when he is assumed to retire for the Pension Benefits Table. In case of disability, executives are eligible for a disability benefit equal to 60% of base salary plus target bonus, subject to a maximum monthly benefit of $30,000. This benefit is payable until age 65 or for at least 12 months, assuming the participant continues to meet the definition of disability. The table shows the value of the temporary disability benefit that would be payable to age 65 along with the pension benefits payable at age 65. Participants

  166. Impact on Present Value of Accumulated Pension Benefits Payable in Certain Termination Scenarios

    | | 2024 YEAR-END PROXY STATEMENT |

  167. Impact on Present Value of Accumulated Pension Benefits Payable in Certain Termination Scenarios

    also receive continued benefit accruals for pension purposes while on disability. The continued benefit accruals are provided as additional stable value accruals under the plans at the same base pay level prior to their disability. Since the Towers Watson SERP was frozen effective July 1, 2017, future accruals are payable from the WTW Stable Value Excess Plan. Those accruals will be credited as notional shares on a quarterly basis. The change in present value under the Willis Towers Watson Pension Plan is attributable to continued benefit accruals to age 65, offset by the delay in payment until age 65. Decreases in pension values in the Towers Watson SERP are due to the deferral in payment to age 65 and an increase in the lump sum rate used to calculate benefits compared to the rates used in the Pension Benefits Table.

  168. 2024 Pay Versus Performance

    2024 Pay Versus Performance The following table and supporting narrative contain information regarding “compensation actually paid” to our NEOs and the relationship to company performance.

  169. Pay Versus Performance Table

    Pay Versus Performance Table

  170. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO 1 (Hess) ($) (1) | Compensation Actually Paid to PEO 1 (Hess) ($) (1) (2) (8) | Summary Compensation Table Total for PEO 2 (Haley) ($) (3) | Compensation Actually Paid to PEO 2 (Haley) ($) (2) (3) (8) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (4) | Average Compensation Actually Paid to Non-PEO NEOs ($) (2) (4) (8) | Value of Initial Fixed $100 Investment on December 31, 2019 Based on: | | Net Income/ Loss ($) (6) | Adjusted Operating Margin (7) | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (5) | | | | 2024 | 12,502,090 | 22,045,479 | N/A | N/A | 4,474,450 | 5,846,853 | 166 | 169 | (98) | 23.9% | | 2023 | 12,668,832 | 17,266,044 | N/A | N/A | 3,186,370 | 3,309,249 | 126 | 137 | 1,055 | 22.0% | | 2022 | 10,728,900 | 11,413,081 | N/A | N/A | 2,777,755 | 3,077,416 | 126 | 118 | 1,009 | 20.9% | | 2021 | N/A | N/A | 20,337,292 | 14,552,522 | 3,678,933 | 2,107,221 | 121 | 132 | 4,222 | 19.9% | | 2020 | N/A | N/A | 20,732,005 | 18,765,840 | 3,993,331 | 3,023,132 | 106 | 107 | 996 | 18.0% |

  171. Pay Versus Performance Table

    Notes: (1) Reflects compensation for our Chief Executive Officer, Mr. Hess, who served as our Principal Executive Officer ("PEO") in 2022, 2023 and 2024. (2) “Compensation actually paid” has been calculated in accordance with the rules outlined under Item 402(v)(2) of Regulation S-K. Details of the adjustments made to reported Summary Compensation Table total compensation for 2023 to determine “compensation actually paid” are summarized below in footnote (8). (3) Reflects compensation for our former Chief Executive Officer, Mr. Haley, who served as our PEO in 2021 and 2020. (4) Reflects compensation for the following non-PEO NEOs: • 2024: Mr. Krasner, Ms. Gebauer, Ms. Clarke, Mr. Furman and Mr. Garrard • 2023 and 2022: Mr. Krasner, Ms. Gebauer, Mr. Garrard and Mr. Furman • 2021: Mr. Krasner, Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Furman • 2020: Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Wickes (5) The peer group used for TSR comparisons reflects our compensation benchmarking peer group as disclosed in the CD&A for each year. The peer group comprises the following companies for each year: 2024, 2023 and 2022: Aon plc, Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv,

  172. Pay Versus Performance Table

    | | 2024 YEAR-END PROXY STATEMENT |

  173. Pay Versus Performance Table

    Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group. • 2021 and 2020: Aon plc, Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Nielsen Holdings plc, Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group. The only change in the peer group between 2024, 2023 and 2022 and the prior two years is the removal of Nielsen Holdings plc, which ceased trading during the year. As a result of this, it is not possible to calculate TSR for the 2020 and 2021 group in 2022, 2023 and 2024, given no data for Nielsen Holdings plc is available. (6) Reflects WTW’s consolidated reported net income in millions, calculated on a GAAP basis, as reported in our Annual Report on Form 10-K for the relevant year. (7) For 2024 we have designated Adjusted Operating Margin as our “Company-Selected Measure,” reflecting our view that it is the most important financial performance measure (not otherwise required to be disclosed in the table) linking “compensation actually paid” to Company performance, given its role in our LTIP. In 2023 and 2022, we identified Adjusted Net Revenue as our Company-Selected Measure. We may designate a different financial performance measure as our Company-Selected Measure in future years. (8) The following adjustments were made to Summary Compensation Table total compensation to determine “compensation actually paid” for our NEOs:

  174. Pay Versus Performance Table

    | Adjustments | 2024 | | | | PEO ($) | Non-PEO NEO Average ($) | | Summary Compensation Table Total | 12,502,090 | 4,474,450 | | Deduction for amount reported in “Share Awards” column of the Summary Compensation Table | (8,933,289) | (2,452,688) | | Addition of fair value at fiscal year (“FY”) end, of equity awards granted during the FY that remained outstanding (a) | 10,762,696 | 2,451,414 | | Addition of fair value at vesting date, of equity awards granted during the FY that vested during the FY (a) | N/A | 309,958 | | Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding (a) | 7,129,266 | 895,439 | | Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY (a) | 287,212 | 121,787 | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | 270,132 | 41,425 | | Deduction for values reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table | N/A | (5,375) | | Addition for the Service Cost attributable to services rendered during the FY (b) | 27,372 | 10,443 | | Compensation Actually Paid | 22,045,479 | 5,846,853 |

  175. Pay Versus Performance Table

    (a) The equity awards included above comprise PSUs and RSUs granted from 2020 through 2024. The fair values of the equity awards were calculated using valuation assumptions that materially differ from those disclosed at the time

  176. Pay Versus Performance Table

    | | 2024 YEAR-END PROXY STATEMENT |

  177. Pay Versus Performance Table

    of grant, including: (1) the fair value of RSU awards was calculated using the closing price of our common shares as of the last day of the applicable year or on the date of vesting, as applicable; (2) the fair value of PSU awards was estimated using the closing price of our common shares as of the last day of the applicable year and adjusted for management’s estimate of performance as of the end of the year. (b) For disclosures of all significant assumptions used by the Willis Towers Watson Pension Plan for U.S. employees, please refer to our consolidated financial statements including in our Annual Report on Form 10-K for the year ended December 31, 2024. The table below provides a limited summary of the assumptions used to determine service costs for the purposes of “compensation actually paid”:

  178. Pay Versus Performance Table

    | Year | Effective Discount Rate | Assumed Salary Increase Rate | | 2024 | 5.79% | 4.00% |

  179. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts provide a visual depiction of the relationships between “compensation actually paid” to our PEOs, and the average for our non-PEO NEOs, to aspects of WTW’s financial performance. As noted above, our PEO in 2020 and 2021 was Mr. Haley, and in 2022, 2023 and 2024 was Mr. Hess. As described in greater detail in the section entitled “Executive Compensation: Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. The Company generally seeks to incentivize long-term performance and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following graphs to illustrate the relationships between information presented in the Pay Versus Performance table. Net Income on a GAAP basis for 2021 included a one-time payment that the Company received as a result of the termination of the proposed Aon plc transaction. Net Loss on a GAAP basis for 2024 primarily includes impairment charges of over $1.0 billion related to the sale of TRANZACT. Compensation Actually Paid Versus Company and Peer TSR

  180. Compensation Actually Paid Versus Company Performance

    | | 2024 YEAR-END PROXY STATEMENT |

  181. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus GAAP Net Income Compensation Actually Paid Versus Adjusted Operating Margin

  182. Compensation Actually Paid Versus Company Performance

    | | 2024 YEAR-END PROXY STATEMENT |

  183. CEO Pay Ratio

    CEO Pay Ratio Under the SEC rules (Item 402(u) of Regulation S-K) adopted pursuant to the Dodd-Frank Act of 2010, the Company is required to calculate and disclose the total compensation paid to its median paid employee, as well as the ratio of the total compensation paid to the median employee as compared to the total compensation paid to the Company’s CEO. The discussion below describes our methodology for how we determined our median employee for 2023. As permitted under the SEC rules, we have used the same median employee for purposes of calculating our CEO pay ratio for 2024.

  184. Methodology and Pay Ratio

    Methodology and Pay Ratio We then used a valid statistical sampling methodology to determine employees within 5% of the median. From that group, we selected a reasonably representative employee as our median employee. We then calculated our median employee’s total annual compensation including all elements of compensation required to be included in the Summary Compensation Table. Our estimated median employee’s Summary Compensation Table total compensation was $48,869. Our CEO’s compensation as reported in the Summary Compensation Table was $12,502,090. Therefore, our estimate of CEO pay to median employee pay is 256:1. We caution shareholders that because the SEC rules allow for companies to adopt various methodologies and exclusions and to make reasonable estimates and assumptions that reflect their compensation practices to identify the median employee and calculate the CEO pay ratio, the pay ratios reported by other companies generally are not comparable to the pay ratio reported above.

  185. Methodology and Pay Ratio

    | | 2024 YEAR-END PROXY STATEMENT |

  186. Methodology and Pay Ratio

    Proposal No. 4: Grant the Board Authority to Issue Shares under Irish Law As a matter of Irish company law, the directors of a company may not issue new ordinary or preferred shares unless approved by shareholders. Our current authorization, approved by shareholders at our 2024 AGM will expire on November 21, 2025. We are presenting this Proposal No. 4 to grant the Board authority to issue our authorized shares on the terms set forth below. It is customary practice for listed companies in Ireland to seek shareholder authority to issue the equivalent of up to 20% of a company’s issued ordinary share capital and for such authority to be limited to a period of 12 to 18 months. Therefore, in accordance with customary practice in Ireland, we are seeking approval to authorize the Board to issue the equivalent of up to 19,876,164 ordinary shares (being equivalent to approximately 20% of the Company’s issued ordinary share capital as of March 17, 2025 (the latest practicable date before this Proxy Statement)) for a period expiring 18 months from the passing of this resolution, unless otherwise varied, revoked or renewed. Granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. It is important for the Company to be able to issue shares in order to pursue its growth strategy. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares that are already authorized under our Articles of Association upon the terms below. In addition, we note that, because we are a NASDAQ-listed company, our shareholders continue to benefit from the protections afforded to them under the rules and regulations of NASDAQ and the SEC, including those rules that limit our ability to issue shares in specified circumstances. Furthermore, we note that this authorization is required as a matter of Irish law and is not otherwise required for other companies listed on NASDAQ with whom we compete. The authority, if granted, would apply to issues of shares and instruments convertible into shares, such as warrants and options. Under Irish law, an ordinary resolution requires the approval of over 50% of the votes of the shareholders cast at a general meeting. The text of the resolution in respect of this proposal, which is an ordinary resolution, is as follows: “RESOLVED, that, subject to applicable rules and listing standards of NASDAQ and to applicable rules and regulations of the U.S. Securities and Exchange Commission, the directors be and are hereby generally and unconditionally authorized with effect from the passing of this resolution to exercise all the powers of the Company to allot relevant securities (within the meaning of section 1021 of the Companies Act 2014) up to an aggregate nominal amount of $6,054.98 (being equivalent to 19,876,164 ordinary shares or approximately 20% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 17, 2025 (the latest practicable date before this Proxy Statement)). The authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked by the Company in general meeting and provided that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the directors may allot relevant securities in pursuance of such an offer or agreement as if the authority conferred by this resolution had not expired.” The Board of Directors unanimously recommends a vote “FOR” the resolution to grant the Board authority to issue new ordinary or preferred shares for issuances up to 20% of the Company’s outstanding share capital.

  187. Methodology and Pay Ratio

    | | 2024 YEAR-END PROXY STATEMENT |

  188. Methodology and Pay Ratio

    Proposal No. 5: Grant the Board Authority to Opt Out of Statutory Pre-emption Rights under Irish Law Under Irish law, unless otherwise authorized, when an Irish public limited company issues shares for cash to new shareholders, it is required first to offer those shares on the same or more favorable terms to its existing shareholders of the company on a pro-rata basis (commonly referred to as the statutory pre-emption right). As our current authority will expire on November 21, 2025, we are presenting this Proposal No. 5 to grant the Board authority to opt out of the pre-emption right on the terms set forth below. It is customary practice for listed companies in Ireland to seek shareholder authority to waive (or “opt out of”) their statutory pre-emption rights in the event of (i) the issuance of shares for cash in connection with any rights issue; and (ii) the issuance of shares for cash, if the issuance is limited to the equivalent of up to 20% of a company’s issued ordinary share capital. In order to preserve the Board's capacity to implement acquisitions and capital-raising activities, we are seeking the full customary 20% authority. It is also customary practice for such waiver (or opt-out) to be limited to a period of 12 to 18 months. Therefore, in accordance with customary practice for listed companies in Ireland, we are seeking this authority for a period expiring 18 months from the passing of this resolution, unless otherwise varied, renewed or revoked. Similar to the authorization sought for Proposal No. 4, granting the Board this authority is a routine matter for public companies incorporated in Ireland and is consistent with Irish market practice. This authority is fundamental to our business and, if applicable, will facilitate our ability to fund acquisitions and otherwise raise capital. We are not asking you to approve an increase in our authorized share capital. Instead, approval of this proposal will only grant the Board the authority to issue shares in the manner originally permitted under our Articles of Association upon the terms below. Without this authorization, in each case where we issue shares for cash, we would first have to offer those shares on the same or more favorable terms to all of our existing shareholders. This requirement could cause delays in the completion of acquisitions and capital raising for our business. Granting this authority would not exempt the Company from applicable NASDAQ requirements to obtain shareholder approval prior to certain share issuances, generally at or greater than 20%. As required under Irish law, the resolution is a special resolution that requires the affirmative vote of at least 75% of the votes cast. The text of the resolution in respect of this proposal is as follows: "RESOLVED, that, as a special resolution, subject to the passing of the resolution in respect of Proposal No. 4 as set out above and with effect from the passing of this resolution, the directors be and are hereby empowered pursuant to section 1023 of the Companies Act 2014 to allot equity securities (as defined in section 1023 of that Act) for cash, pursuant to the authority conferred by Proposal No. 4 as if sub-section (1) of section 1022 of that Act did not apply to any such allotment, provided that this power shall be limited to: a. the allotment of equity securities in connection with a rights issue in favor of the holders of ordinary shares (including rights to subscribe for, or convert into, ordinary shares) where the equity securities respectively attributable to the interests of such holders are proportional (as nearly as may be) to the respective numbers of ordinary shares held by them (but subject to such exclusions or other arrangements as the directors may deem necessary or expedient to deal with fractional entitlements that would otherwise arise, or with legal or practical problems under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory, or otherwise); b. the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $6,054.98 (19,876,164 shares) (being equivalent to approximately 20% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 17, 2025 (the latest practicable date before this Proxy Statement)); and the authority conferred by this resolution shall expire 18 months from the passing of this resolution, unless previously renewed, varied or revoked; provided that the Company may make an offer or agreement before the expiry of this authority, which would or might require any such securities to be allotted after this authority has expired, and in that case, the directors may allot equity securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired." The Board of Directors unanimously recommends a vote “FOR” the resolution to grant the Board authority to opt out of statutory pre-emption rights under Irish law.

  189. Methodology and Pay Ratio

    | | 2024 YEAR-END PROXY STATEMENT |

  190. Methodology and Pay Ratio

    Additional Information

  191. Directors, Director Nominees, Named Executive Officers and Other Executive Officers

    Directors, Director Nominees, Named Executive Officers and Other Executive Officers

  192. Directors, Director Nominees, Named Executive Officers and Other Executive Officers

    | Name and Address (1) | Number of Shares Beneficially Owned (2) | Percent Beneficially Owned | | Dame Inga Beale (3) | 1,966 | * | | Fumbi Chima (3) | 2,965 | * | | Stephen Chipman (3) | 1,390 | * | | Michael Hammond (3) | 1,966 | * | | Carl Hess (4) | 103,514 | * | | Jacqueline Hunt (3) | 1,390 | * | | Paul Reilly (3) (5) | 1,751 | * | | Michelle Swanback (3) | 1,966 | * | | Paul Thomas (3) | 13,643 | * | | Fredric Tomczyk (3) | 1,390 | * | | Lucy Clarke | 2,732 | | | Matthew Furman (6) | 36,461 | * | | Adam Garrard (7) | 7,365 | * | | Julie Gebauer (8) | 72,366 | * | | Andrew Krasner (9) | 17,287 | * | | All of our Current Directors, Director Nominees, NEOs and Other Executive Officers (20 persons) (10) | 317,228 | * |

  193. Directors, Director Nominees, Named Executive Officers and Other Executive Officers

    * Less than 1%. (1) The address of each of the listed persons is c/o Willis Towers Watson Public Limited Company, Elm Park, Merrion Road, Dublin 4, Ireland. (2) The number of shares for which the directors and executive officers are deemed to have a beneficial interest includes RSUs that will vest on or before May 16, 2025 as indicated in the following notes. These shares, however, are not deemed outstanding for purposes of computing percentage of beneficial ownership of any other person. (3) The beneficial ownership of each of the non-employee directors includes time-based RSUs that vest on May 15, 2025 as follows: the ownership of each of Dame Inga Beale, Mr. Chipman, Mr. Hammond, Ms. Hunt, Mr. Reilly, Ms. Swanback and Mr. Tomczyk includes 858 time-based RSUs; Ms. Chima's ownership includes 1,345 time-based RSUs; and Mr. Thomas’s ownership includes 1,248 time-based RSUs. (4) Mr. Hess's beneficial ownership includes 42,224 time-based RSUs that vest on April 1, 2025. (5) Mr. Reilly's beneficial ownership includes 48 shares indirectly held through a revocable trust. (6) Mr. Furman's beneficial ownership includes 5,319 time-based RSUs that vest on April 1, 2025. (7) Mr. Garrard's beneficial ownership includes 7,349 time-based RSUs that vest on April 1, 2025. (8) Ms. Gebauer's beneficial ownership includes 7,372 time-based RSUs that vest on April 1, 2025 and 1,068 shares indirectly held through irrevocable family trusts. (9) Mr. Krasner's beneficial ownership includes 9,630 time-based RSUs that vest on April 1, 2025 and 7,656 shares indirectly held through a revocable trust. Includes 288,805 ordinary shares that all NEOs and other executive officers as a group have or will have the right to acquire pursuant to share awards that will become vested within 60 days following March 17, 2025 (i.e., May 16, 2025).

  194. Directors, Director Nominees, Named Executive Officers and Other Executive Officers

    | | 2024 YEAR-END PROXY STATEMENT |