DEF 14A of Willis Towers Watson PLC, Apr 4, 2024

DEF 14A of Willis Towers Watson PLC

Filed Apr 4, 2024 · FY20230001193125-24-087228

Open on EDGAR

  1. 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.

  2. Director Biographical Information

    | Independent Director Since: 2022 Age: 60 Board Committees: Audit and Risk (Chair); Operational Transformation 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 has served as a member of the Geneva Association Board from 2014 to 2018, a member of the UK Government’s Financial Services Trade and Investment Board from 2015 to 2018, and a member of the London Mayor’s Business Advisory Board from 2016 to 2021. She currently serves on the public company boards of NN Group N.V. and Crawford and Company, and 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. |

  3. Director Biographical Information

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 7 |

  4. Director Biographical Information

    | Independent Director Since: 2022 Age: 49 Board Committees: Corporate Governance and Nominating (Chair); Audit and Risk 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 boards of AZEK Company, Inc., a manufacturer of residential and commercial building products, and Whitbread plc, a British hospitality company. From August 2021 to September 2022, Ms. Chima served on the board of Ted Baker plc, a British luxury clothing company, which delisted from the London Stock Exchange in October 2022. Previously, Ms. Chima served as an independent member of the board of directors of Africa Prudential plc, a technology-driven share registration and investor service provider, from August 2020 through March 2022, and served on the board of directors of Global Sources Ltd., a business-to-business media company with a focus on the Greater China market, from September 2016 to September 2017. Ms. Chima previously served in advisory roles for SAP Executive Advisory, from 2019 to 2020, and Apptio EMEA Advisory, in 2020. Ms. Chima received her Bachelor of Arts in Politics and Philosophy from the University of Hull. Ms. Chima’s career accolades include, among others, One of the Top 100 Women in STEM, 2018 One of the Most Influential Black Executives in Corporate America, 2015 Trailblazer Award by Face-to-Face Africa and 2012 IT Leader of the Year. 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. |

  5. Director Biographical Information

    | 8 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  6. Director Biographical Information

    | Independent Director Since: 2023 Age: 62 Board Committees: Audit and Risk; Operational Transformation 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 board of Stout, a private equity-backed global advisory firm, and as chair of the board of Auxadi Holdo, a private equity-backed international corporate services company. Additionally, Mr. Chipman serves on the board of One Sky Foundation, a not-for-profit organization. Mr. Chipman was educated at Plymouth College and Plymouth Polytechnic in Plymouth UK. He is a U.S. Certified Public Accountant and a Chartered Accountant in England and Wales. 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. |

  7. Director Biographical Information

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 9 |

  8. Director Biographical Information

    | Independent Director Since: 2022 Age: 66 Board Committees: Operational Transformation (Chair); Human Capital and Compensation 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. 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. |

  9. Director Biographical Information

    | 10 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  10. Director Biographical Information

    | Chief Executive Officer Director Since: 2022 Age: 62 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. |

  11. Director Biographical Information

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 11 |

  12. Director Biographical Information

    | Independent Director Since: 2023 Age: 56 Board Committees: Corporate Governance and Nominating; Human Capital and Compensation 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. |

  13. Director Biographical Information

    | 12 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  14. Director Biographical Information

    | Independent Director Since: 2022 Age: 69 Board Committees: Corporate Governance and Nominating; Human Capital and Compensation Key skills and experience: • Executive/management • Financial • International business | Paul Reilly Background: Mr. Reilly is currently the CEO and Chair of the board of Raymond James Financial, a multi-national independent investment bank and financial services company, having served as CEO since May 2010. Prior to that, he served on the firm’s management team as president and CEO-designate from May 2009 to May 2010. He has served on the firm’s board of directors since 2006. From July 2007 to April 2009, Mr. Reilly was Executive Chairman of Korn/Ferry International, a global provider of talent management solutions with more than 90 offices in 39 countries throughout North America, Latin America, Europe, the Middle East, Africa and Asia Pacific. Mr. Reilly began his tenure with Korn/Ferry International as Chairman and CEO in 2001. Prior to that, he was CEO at KPMG International, a global network of professional services firms and one of the Big Four accounting 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 as the Chair of the American Securities Association (ASA) and as a member of the Board at Large of the Securities Industry and Financial Markets Association (SIFMA). He is also active with the Bank Policy Institute. Mr. Reilly’s charitable causes include involvement with the National Leadership Roundtable on Church Management and Our Lady of Divine Providence House of Prayer in Clearwater, Florida. Formerly, he acted as a board member of United Way Suncoast and as the Chair of the American Heart Association Heart Walk and Heart Ball. He received his Bachelor of Science degree and MBA from the University of Notre Dame and remains active with the school, serving the Business Advisory Council, and being recognized as a recipient of the Distinguished Alumnus Award in 2004-2005. In addition to his degrees, he earned the Certified Public Accountant designation. 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. |

  15. Director Biographical Information

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 13 |

  16. Director Biographical Information

    | Independent Director Since: 2022 Age: 55 Board Committees: Human Capital and Compensation (Chair); Operational Transformation Key skills and experience: • Executive/management • Technology • Operational transformation | Michelle Swanback Background: Ms. Swanback has served as the CEO of TTEC Engage, a business unit of TTEC, since May 2022, and as President of TTEC Holdings, Inc, since November 2022. Previously, she served as President, Product and Platform, of The Western Union Company from 2020 to 2022. From 2014 to 2020, Ms. Swanback served as the Group Operating Officer at Accenture Digital. She previously served as the lead for Accenture Technology, North America, from 2012 to 2014. She also served as a managing director in the North American operating unit of the Accenture Communications, Media, and Technology operating group from 2011 to 2012. Ms. Swanback has a Bachelor of Science, Computer Information Systems and Finance from Colorado State University, and completed the IMD Executive Management program at Lausanne in Switzerland. 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. |

  17. Director Biographical Information

    | 14 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  18. Director Biographical Information

    | Non-Executive Board Chair Since: 2022; Independent Director Since: 2016 Age: 67 Board Committees: Audit and Risk; Operational Transformation Keys skills and experience: • Executive/management • Relevant board and committee • Financial | Paul Thomas Background: Mr.Thomas has served as the non-Executive Chair of the Board since the conclusion of the 2022 AGM. Prior to that, starting in January 2010, Mr. Thomas served on the legacy Towers Watson board of directors, prior to the merger between Towers Watson and Willis Group Holdings in 2016, and as a member of the Audit Committee and the Risk Committee. From November 2016 through March 2019, Mr. Thomas served as Senior Advisor of ProAmpac, a leading global flexible packaging company. Mr. Thomas retired on March 31, 2016 from his role as senior executive with the Rank Group NA, a position he had held since January 2011. He was previously the CEO of Reynolds Packaging Group from February 2008 through January 2011, when Alcoa sold the Reynolds Packaging Group business to the Rank Group. Mr. Thomas joined Alcoa in 1978 and, prior to the sale of its packaging businesses, served as Executive Vice President for Alcoa and Group President for its Packaging and Consumer businesses. His prior roles included Executive Vice President responsible for the Alcoa Rolled and Engineered Products Group and Executive Vice President for People and Culture. Mr. Thomas holds a B.S. in Metallurgical Engineering and Material Sciences from Lehigh University and an Executive M.B.A. from the University of Tennessee. Qualifications: The Board has concluded that Mr. Thomas should continue to serve on the Board due to, among other things, his significant experience as CEO or a senior executive at various large global companies, including his service as senior executive of the Rank Group NA, CEO of Reynolds Packaging Group and Executive Vice President of Alcoa. The Board believes that Mr. Thomas’s relevant management and Committee experience provides significant insight into financial and risk management as well as global strategy and operations. |

  19. Director Biographical Information

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 15 |

  20. Director Biographical Information

    | Independent Director Since: 2023 Age: 68 Board Committees: Audit and Risk; Corporate Governance and Nominating 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. |

  21. Director Biographical Information

    | 16 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  22. 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.

  23. 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 Compensation Policy and Share Ownership Guidelines for Non-Employee Directors currently in effect.

  24. Non-Employee Director Compensation

    | All Non-Employee Directors | • $125,000 cash fee, payable 100% in equity at the non-employee director’s election; and • time-based restricted share units equal to $200,000 that vest in full on the earlier of (x) the one-year anniversary of the grant date and (y) the next subsequent AGM following the grant date. | | Non-Executive Chair of the Board | • $200,000, payable 50% in equity and 50% in cash, or 100% in equity at the Non-Executive Chair’s election. • If the Chair of the Board also serves as a Chair of a Committee, he or she is not permitted to receive Committee Chair fees. | | Audit and Risk Committee Chair | • $25,000 cash fee | | Governance Committee Chair | • $12,500 cash fee | | HCC Committee Chair | • $15,000 cash fee | | Operational Transformation Committee Chair | • $25,000 cash fee |

  25. 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 2023.

  26. 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) | 140,522 | 200,000 | — | 340,522 | | Fumbi Chima (4) | 7,761 | 325,000 | — | 332,761 | | Stephen Chipman | 93,750 | 233,333 | — | 327,083 | | Michael Hammond (5) | 140,522 | 200,000 | — | 340,522 | | Fredric Tomczyk | 93,750 | 233,333 | — | 327,083 | | Jacqueline Hunt | 93,750 | 233,333 | — | 327,083 | | Paul Reilly | 125,000 | 200,000 | — | 325,000 | | Michelle Swanback (6) | 140,000 | 200,000 | — | 340,000 | | Paul Thomas (7) | 225,000 | 300,000 | — | 525,000 |

  27. Non-Employee Director Compensation

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 27 |

  28. Non-Employee Director Compensation

    | (1) On May 17, 2023, each of the non-employee directors received 881 time-based restricted share units (“RSUs”), except for (i) Ms. Chima received 1,432 RSUs in connection with their base director fee equity election; (ii) Fredric Tomczyk, Jacqueline Hunt and Stephen Chipman who received a pro-rated equity award of 143 RSUs ($33,333) in connection with their April 1, 2023 commencement date and vested on May 17, 2023; and (iii) Mr. Thomas who received 1,322 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 2024 AGM. The share award value shown is the full fair value as of the date of grant. |

  29. Non-Employee Director Compensation

    | (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. 2023 tax documentation. |

  30. Non-Employee Director Compensation

    | (3) The above fees reflect Dame Inga Beale’s role as the Audit and Risk Committee Chair. |

  31. Non-Employee Director Compensation

    | (4) The above fees reflect Ms. Chima’s role as the Governance Committee Chair. |

  32. Non-Employee Director Compensation

    | (5) The above fees reflect Mr. Hammond’s role as the Operational Transformation Committee Chair. |

  33. Non-Employee Director Compensation

    | (6) The above fees reflect Ms. Swanback’s role as the HCC Committee Chair. |

  34. Non-Employee Director Compensation

    | (7) The above fees reflect Mr. Thomas’s role as the Non-Executive Chair of the Board. |

  35. NEO 2023 Compensation at a Glance

    | 2023 STI Design Summary | | | Enterprise Financial Performance (66.7% of Total STI) | Individual Performance (33.3% of Total STI) | | • 40% — Adjusted Net Revenue • 40% — Adjusted Operating Margin • 20% — Free Cash Flow Payout determined using sliding scale for each metric that correlates performance and payout. Potential Payout Opportunity: 0% – 200% | • 50% — qualitative assessment of segment or function financial performance • 50% — qualitative assessment of individual objectives and contributions to shared key enterprise operational initiatives (including inclusion and diversity, colleague engagement, innovation and transformation) Potential Payout Opportunity: 0% – 200% |

  36. NEO 2023 Compensation at a Glance

    | 2023 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: | | | • Introduced in 2022 • Intended to support retention as the Company executes its Grow, Simplify and Transform strategy • Further aligns the Company’s LTIP with common market practice | | 50% Adjusted Operating Margin | 30% Adjusted Net Revenue Growth | 20% Adjusted EPS Growth | | | Results based on performance relative to target for each metric with payout determined using sliding scale for each metric. Potential Payout Opportunity: 0% – 200% | | | |

  37. NEO 2023 Compensation at a Glance

    | NEO | Base Salary | STI Target | | LTIP Target | | Target Total Direct Compensation** | | | | % 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 | 200% | $1,600,000 | $3,400,000 | | Ms. Gebauer | $650,000 | 125% | $812,500 | 200% | $1,300,000 | $2,762,500 | | Mr. Garrard * | $615,984 | 125% | $769,980 | 200% | $1,231,968 | $2,617,932 | | Mr. Furman | $590,000 | 125% | $737,500 | 150% | $885,000 | $2,212,500 |

  38. 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 looks at each component of compensation (base salary, STI, LTIP and pension) separately, it also looks at total rewards in aggregate to ensure competitiveness, incentivize top performance and aim for internal equity among the executive team and shareholder alignment. | | Align executive interests with our strategy of maximizing shareholder value | • LTIP awards are made in the form of Performance-Based Restricted Share Units (“PSUs”) and Time-Based Restricted Share Units (“RSUs”), weighted at 75% and 25%, respectively. Collectively these awards account for the largest portion of the CEO’s 2023 target total direct compensation and, on average, 46% of the other NEOs’ 2023 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. • PSUs align executive rewards with enterprise performance and share price performance. • RSUs align executive rewards with share price performance and support retention. | | Align executive team interests to drive profitable growth | • The majority of each NEO’s STI award is based on enterprise financial performance and shared key enterprise operational initiatives that support and drive successful execution of our strategic priorities. | | 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 2023 target total direct compensation was variable, and, on average, 76% of the other NEOs’ 2023 target total direct compensation was variable. • Incentive plans include a range of metrics to reward executives for exceptional performance and contributions at the enterprise, business and individual levels. |

  39. Elements of Executive Compensation

    | Pay Component | Target Total Direct Compensation Pay Mix | | Key Features | | | CEO | Other NEO Avg | | | 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 • Components: 66.7% Enterprise Financial Performance; 33.3% Individual Performance • Enterprise Financial Performance Metrics: 40% Adjusted Net Revenue; 40% Adjusted Operating Margin; 20% Free Cash Flow. Payout determined using sliding scale for each metric that correlates performance and payout. • Individual Performance Measures: 50% qualitative assessment of segment or function financial performance; 50% qualitative assessment of individual objectives and contributions to shared key enterprise operational initiatives • STI Payout Opportunity: 0% – 200% of target • Conditioned upon strong performance, NEO payouts (as a percentage of target) are intended to align with high performing broad-based colleague payouts | | 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: 150% – 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% Adjusted Operating Margin; 30% Adjusted Net Revenue Growth; 20% Adjusted EPS Growth • PSU Payout: PSUs vest based on performance relative to metric targets. Payout determined using sliding scale for each metric that correlates performance and payout. • 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 |

  40. 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 is tied to performance ✓ A substantial portion of our annual LTIP equity awards for executive officers are subject to performance-based vesting requirements ✓ Dividend equivalents accrued on PSUs and RSUs are 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 backdating of share options and no option repricing without shareholder approval x No excise tax gross-ups 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 |

  41. Short-Term Incentive Compensation

    Short-Term Incentive Compensation STI awards are an integral component of the NEOs’ total compensation intended to deliver exceptional pay for 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 executive officer’s total compensation, market practice and pre-existing employment arrangements (where applicable). In February 2023, following a review of external market data and internal pay equity, the HCC Committee approved an increase to Mr. Hess’s 2023 STI target from 175% to 200% of base salary and increases to Ms. Gebauer and Mr. Garrard’s 2023 STI targets from 90% to 125% of base salary.

  42. Short-Term Incentive Compensation

    | 2023 STI at a Glance | • NEO 2023 STI targets ranged from 125% to 200% of base salary • Use of quantitative and qualitative performance measures • Enterprise financial performance based on Adjusted Net Revenue, Adjusted Operating Margin and Free Cash Flow with payout determined using established sliding scales that correlate performance and payout • Individual performance based on qualitative assessment of segment or function financial performance, performance against individual objectives and contributions to shared key enterprise operational initiatives • Payouts capped at 200% of target • NEO 2023 STI awards ranged from 122.5% to 126.6% of target | | 2023 Design Changes | • Replaced the prior Adjusted Operating Income metric with Adjusted Operating Margin to better align compensation and behaviors with the long-term best interests of the Company • Considered, and ultimately introduced, a Free Cash Flow metric as part of the enterprise performance component in response to feedback from certain shareholders, and reallocated the metric weightings accordingly |

  43. Short-Term Incentive Compensation

    2023 STI Design The 2023 STI program was based upon specific enterprise financial results and individual performance as outlined in the table below. The 2023 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 focuses on the continued execution of its strategic priorities and support the achievement of profitable growth.

  44. Short-Term Incentive Compensation

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 47 |

  45. Short-Term Incentive Compensation

    | STI Components, Weightings and Performance Metrics* | | | Enterprise Financial Performance (66.7% of Total STI) | Individual Performance (33.3% of Total STI) | | • 40% — Adjusted Net Revenue • 40% — Adjusted Operating Margin • 20% — Free Cash Flow Payout determined using sliding scale for each metric that correlates performance and payout. | • 50% — qualitative assessment of segment or function financial performance • 50% — qualitative assessment of individual objectives and contributions to shared key enterprise operational initiatives (including inclusion and diversity, colleague engagement, innovation and transformation) |

  46. Short-Term Incentive Compensation

    * The HCC Committee retains discretion on the overall payout.

  47. Short-Term Incentive Compensation

    | Enterprise Financial Performance Metric Definitions | | The 2023 STI performance metrics were intended to generally align with external reporting, subject to further adjustments 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, 2023, 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 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 – Cash flows from operating activities less cash used to purchase fixed assets and software for internal use. |

  48. Short-Term Incentive Compensation

    * Performance period means January 1, 2023 through December 31, 2023. Our STI and LTIP include Adjusted Operating Margin as a performance metric. In 2023, Adjusted Operating Margin was incorporated into STI in lieu of Adjusted Operating Income as a broader measure to align behaviors with the long-term best interests of the Company. The HCC Committee believes that the margin metric serves a different purpose and rewards different outcomes as incorporated in the 2023 STI (2023 results) and LTIP (2025 results). In determining enterprise financial performance targets for 2023, 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 course of 2023, consistent with past practice. The HCC Committee then set the financial metric weightings and approved the metric sliding scales and individual NEO STI targets. The HCC Committee believed the maximum level in each sliding scale represented very strong financial performance for the metric and very significant 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.

  49. Short-Term Incentive Compensation

    | 48 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  50. Short-Term Incentive Compensation

    2023 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, 2023.

  51. Short-Term Incentive Compensation

    | NEO | 2023 Base Salary | STI Target as % of Base Salary | 2023 STI Target | Enterprise Financial Performance Result * (66.7% of Total STI) | Overall Individual Performance Result (33.3% of Total STI) | 2023 STI Award | 2023 STI Award as % of STI Target | | Mr. Hess | $1,000,000 | 200% | $2,000,000 | 133.7% | 107.5%** | $2,499,508 | 125.0% | | Mr. Krasner | $800,000 | 125% | $1,000,000 | 133.7% | 105.0% | $1,241,429 | 124.1% | | Ms. Gebauer | $650,000 | 125% | $812,500 | 133.7% | 112.5% | $1,028,953 | 126.6% | | Mr. Garrard *** | $615,984 | 125% | $769,980 | 133.7% | 112.5% | $975,105 | 126.6% | | Mr. Furman | $590,000 | 125% | $737,500 | 133.7% | 100.0% | $903,275 | 122.5% |

  52. Short-Term Incentive Compensation

    * Reflects a discretionary reduction to the calculated enterprise financial performance result by the HCC Committee, as further discussed below. ** For Mr. Hess, the overall individual performance result reflects the HCC Committee’s determination that the CEO’s individual performance result should reflect his personal achievements and contributions, as well as alignment among the executive officers. See discussion below. *** The figures for Mr. Garrard have been converted into dollars at the five-year average exchange rate (2019 – 2023) (£1:$1.2833). The below sections discuss the results of enterprise financial performance and individual performance that were used to determine the NEO 2023 STI awards. Enterprise Financial Performance (66.7% of Total STI)

  53. Short-Term Incentive Compensation

    | Adjusted Net Revenue (40% of Enterprise Financial Performance) | | | Adjusted Operating Margin (40% of Enterprise Financial Performance) | | | Free Cash Flow (20% of Enterprise Financial Performance) | | | | Performance as % of 2023 Target | Adjusted Net Revenue ($M) | Payout as % of Target | Performance as % of 2023 Target | Adjusted Operating Margin % | Payout as % of Target | Performance as % of 2023 Target | Free Cash Flow ($M) | Payout as % of Target | | 102.2% | $9,549 | 200% | 110.3% | 23.5% | 200% | 120.0% | $1,200 | 200% | | 100.0% | $9,344 | 100% | 100.0% | 21.3% | 100% | 100.0% | $1,000 | 100% | | 98.0% | $9,157 | 85% | 93.1% | 19.8% | 80% | 90.0% | $900 | 80% | | 96.0% | $8,970 | 50% | 85.0% | 18.1% | 50% | 85.0% | $850 | 50% | | < 96.0% | < $8,970 | 0% | < 85.0% | < 18.1% | 0% | < 85.0% | < $850 | 0% |

  54. Short-Term Incentive Compensation

    Actual performance for the enterprise financial metrics was measured against target performance and the resulting payout percentage was determined using the applicable sliding scale. For compensation purposes, (i) the 2023 Adjusted Net Revenue target was $9,344 million (which represented 6.0% growth over the Company’s 2022 Adjusted Net Revenue), (ii) the 2023 Adjusted Operating Margin target was 21.3% (which represented +50 basis point growth over the Company’s 2022 Adjusted Operating Margin) and (iii) the 2023 Free Cash Flow target was $1,000 million (which represented 48% growth over the Company’s 2022 Free Cash Flow).

  55. Short-Term Incentive Compensation

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 49 |

  56. Short-Term Incentive Compensation

    For compensation purposes, the Company achieved: (i) Adjusted Net Revenue of $9,466 million, which produced a performance result of 159.5%, based on the interpolation of the above Adjusted Net Revenue sliding scale, for this portion of each NEO’s STI award; (ii) Adjusted Operating Margin of 21.8%, which produced a performance result of 124.7%, based on the interpolation of the above Adjusted Operating Margin sliding scale, for this portion of each NEO’s STI award; and (iii) Free Cash Flow of $1,192 million, which produced a performance result of 196.0%, based on the interpolation of the above Free Cash Flow sliding scale, for this portion of each NEO’s STI award. Based on the application of the above three scales, the overall enterprise financial performance result against the Adjusted Net Revenue, Adjusted Operating Margin and Free Cash Flow goals was 152.9% of target. As discussed above, the compensation philosophy for the NEOs balances several important considerations, including maintaining a strong alignment between NEO and high performing broad-based colleague payouts (as a percentage of target), market practice, retention and rewarding performance as the Company executes on its strategic vision. The HCC Committee also reviewed the Company’s 2023 Free Cash Flow performance and noted that, while significantly improved from the prior year, the 2023 target publicly announced following the second quarter had become a more relevant comparison point. Given that our 2023 Free Cash Flow performance was approximately equal to the public target, the HCC Committee concluded that the enterprise financial performance result should be reduced to approximate what it would have been had the Free Cash Flow performance result been 100.0%, rather than 196.0%. In light of these considerations, the HCC Committee reduced the enterprise financial performance result for the NEOs by 19.2 percentage points, from 152.9% to 133.7% of target. This resulted in a payout reduction ranging from $94,447 to $256,128 for the NEOs. Individual Performance (33.3% of Total STI) When assessing the individual performance, the HCC Committee considered achievements relative to objectives and initiatives in the performance areas noted below, which contributed to strong overall performance and progress on the continued execution of our strategic priorities, and, for the CEO, overall performance relative to that of the executive team. The HCC Committee also considered the CEO’s performance recommendations for the NEOs other than himself.

  57. Short-Term Incentive Compensation

    | Financial* | Individual Strategic | Shared Operational | | Qualitative assessment of segment or function financial performance | Qualitative assessment of individual strategic objectives, which vary by NEO and cover the following performance areas: clients, people, financial and operational excellence and innovation | Qualitative assessment of NEO contributions to shared key enterprise operational initiatives, including inclusion and diversity, colleague engagement, innovation and transformation | | 50% of Individual Performance | 50% of Individual Performance | |

  58. Short-Term Incentive Compensation

    * Financial performance includes a qualitative assessment of the achievement of the enterprise financial component goals, performance against budget revenue and operating income (segments) and management of direct expense budgets (functions).

  59. Short-Term Incentive Compensation

    | 50 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  60. Short-Term Incentive Compensation

    Below is a summary of the achievements considered by the HCC Committee when determining each NEO’s individual performance for 2023.

  61. Short-Term Incentive Compensation

    | NEO | 2023 Achievements | | Mr. Hess CEO | • Achieved strong financial performance through WTW’s growth strategy, achieving 8% organic revenue growth and improvement in Adjusted Operating Margin of 110 basis points. • Spearheaded the Company’s continued progress on the Transformation Program which delivered $188 million of run-rate savings in 2023, exceeding the target for the year. • Continued commitment to a disciplined capital allocation strategy, which returned a significant amount of capital to our shareholders in 2023: $352 million in dividends and $1 billion in share repurchases. • Improved business discipline on Free Cash Flow through education and oversight of concrete actions that delivered significant year over year improvement in Free Cash Flow. • Delivered enhanced company innovation efforts, including implementation of a new Innovation and Acceleration function, expansion of the WTW Innovation Lab and accelerated commercialization processes to rapidly take concepts to market. • Continued investment in talent through changes to WTW’s total rewards offerings as a result of a global total rewards review, the establishment of a global leadership forum which brings together over one hundred of our top leaders to refine and deliver our strategy, enhancements to our colleague development programs, improvement in our gender pay gap and focused colleague listening activities. • Personal leadership and commitment to improving inclusion and diversity, including increased female and racially diverse representation in senior and executive leadership and focused initiatives related to progressing the hiring and development of diverse talent. Female representation globally, and racially diverse representation in the U.S. (which is the only country where year over year reporting is currently available), improved year over year in leadership and leadership pipeline roles. In determining Mr. Hess’s individual performance result for 2023, the HCC Committee considered his personal achievements and contributions, as well as alignment among the executive officers. The resulting overall individual performance result for Mr. Hess was 107.5%. | | Mr. Krasner CFO | • Successfully managed the Company’s disciplined capital allocation strategy, including strategy execution, continued work with ratings agencies on ratings objectives and improved analytics, which returned a significant amount of capital to our shareholders in 2023: $352 million in dividends and $1 billion in share repurchases. • Significant contributions to transformation efforts within the Finance function and enterprise-wide, including: (i) successful management of the recently implemented financial platform to plan, track progress and ensure accountability and successful execution of the external reporting framework, which resulted in the Company’s delivery of $188 million of run-rate savings in 2023, exceeding target for the year, (ii) delivery of Finance function savings in 2023 that exceeded target, (iii) implementation of target operating model and (iv) enhancement of management financial reporting. • Further enhanced our Investor Relations activities, including increased focus on strategic positioning and proactive and transparent messaging and communications with stakeholders. • Disciplined financial management of the Finance function, which was under budget for the year. • Personal leadership and commitment to inclusion and diversity and colleague engagement efforts, including: (i) enhanced engagement through the Finance Colleague Engagement Council focused on learning and development and inclusion and diversity in the Finance function, (ii) launched the Finance learning and development tool, (iii) progressed diverse hiring and (iv) introduced quarterly colleague spotlight communications. Based on the above achievements, the HCC Committee approved the following results for Mr. Krasner’s individual performance: (i) function financial performance of 110.0% and (ii) individual objectives and contributions to shared key enterprise operational initiatives of 100.0%. The resulting overall individual performance result for Mr. Krasner was 105.0%. |

  62. Short-Term Incentive Compensation

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 51 |

  63. Short-Term Incentive Compensation

    | NEO | 2023 Achievements | | Ms. Gebauer Global Head of HWC | • Exceptional contributions to the segment and enterprise in 2023 driven by the execution of HWC’s growth strategy, including: (i) increased HWC’s core market share through client retention and new business, (ii) instilled a growth mindset and sales culture across its businesses with targeted sales campaigns, effective pipeline management and implementation of refreshed LRM model, (iii) enabled smart connections to secure cross-business sales and delivering HWC integrated solutions and (iv) set a strategy for expansion into the middle market with core, configurable and combined offerings. • Significant support of enterprise-wide innovation efforts and growth priorities through the launch of new or enhanced services and tools in 2023 aimed at creating more valuable, differentiated and efficient client experiences, including: (i) HWC retirement bundles, (ii) Embark portal, an impactful, personalized, scalable and integrated employee experience platform to increase employee engagement and (iii) Engage software, a premier employee survey tool designed to drive action and impact for organizations. • Critical contributions to transformation efforts within the HWC segment, with enhanced processes and technology, including implementation of Dynamics, a cloud-based customer relationship management tool, delivering transformation cost savings in 2023 that exceeded target. • Personal leadership and commitment to inclusion and diversity and colleague engagement efforts and initiatives within the HWC segment, including: (i) improved female representation at the senior leader level by 5.3% in 2023, (ii) maintained high retention and engagement rates among HWC colleagues and (iii) fostered a culture of excellence and compliance. • The HWC segment delivered strong financial performance in 2023(2), achieving 6% organic revenue growth and 28.0% operating margin, an improvement of 190 basis points from prior year, driven by the ongoing demand for our benefits and human capital services in HWC and transformation-related savings. Based on the above achievements, the HCC Committee approved the following results for Ms. Gebauer’s individual performance: (i) segment financial performance of 125.0% and (ii) individual objectives and contributions to shared key enterprise operational initiatives of 100.0%. The resulting overall individual performance result for Ms. Gebauer was 112.5%. |

  64. Short-Term Incentive Compensation

    | (2) See pages 48-50 and 91-92 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024, for a discussion of segment results. |

  65. Short-Term Incentive Compensation

    | 52 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  66. Short-Term Incentive Compensation

    | NEO | 2023 Achievements | | Mr. Garrard Global Head of R&B | • Exceptional contributions to segment and enterprise growth in 2023 driven by the ongoing rollout of the enhanced industry specialization strategy and successful buildout of 12 industry verticals in North America, enhancing client proposition through alignment of the entire value-chain of internal resources. • Commitment to maximizing and commercializing data through digitization to harness the power of data for strategic business growth, including: the implementation of the broking platform in seven countries in 2023, development of plans for expansion into additional countries in 2024 and large account strategy and risk optimization efforts. • Drove better outcomes for our clients through improved risk and analytics capabilities and innovative and differentiated offerings in 2023 including: the incorporation of climate data into broking property renewals to help clients understand long-term risks relating to their property portfolios and the launch of: (i) our managing general underwriter, Verita, (ii) Neuron, a next-generation trading solution to connect underwriters and brokers at speed, (iii) the Risk IQ portal, providing on-demand and direct access to WTW’s modelling tools and (iv) Dynamic TCOR, a holistic, concise view of total cost of insurable risk across all classes of insurance. • Personal leadership in inclusion and diversity and colleague engagement efforts and initiatives, resulting in decreased attrition and increased hiring year over year, including: (i) increased female representation and revenue-generating investment hires in R&B, (ii) expanded targeted learning and development solutions with specific focus on manager capability and underrepresented talent and (iii) participated in global inclusion and diversity campaigns. • The R&B segment delivered strong financial performance in 2023(3), achieving 10% organic revenue growth and 21.8% operating margin, an improvement of 60 basis points from prior year, driven by the ramp up in productivity of investment hires, R&B’s specialization strategy and transformation-related savings. Based on the above achievements, the HCC Committee approved the following results for Mr. Garrard’s individual performance: (i) segment financial performance of 125.0% and (ii) individual objectives and contributions to shared key enterprise operational initiatives of 100.0%. The resulting overall individual performance result for Mr. Garrard was 112.5%. |

  67. Short-Term Incentive Compensation

    | (3) See pages 48-50 and 91-92 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 22, 2024, for a discussion of segment results. |

  68. Short-Term Incentive Compensation

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  69. Short-Term Incentive Compensation

    | NEO | 2023 Achievements | | Mr. Furman General Counsel | • Significant support of operational excellence and innovation initiatives in the Office of General Counsel, including: (i) transforming and simplifying Office of the General Counsel operations by embracing technology and new ways of working, (ii) expanding ESG efforts and communications, (iii) developing capabilities to enhance coverage of technology and AI issues and cyber incidents and (iv) implementing several new risk management initiatives. • Significant support of enterprise-wide growth, transformation and innovation initiatives, including new platforms and products. • Supported the Board and management on legal and other issues relating to leadership and Board succession processes, including conducting onboarding, assisting the Board in it its self-evaluation process and implementing changes as a result of that process, and leading the team responsible for the Company’s semi-annual shareholder outreach on corporate governance, executive compensation, environmental and other matters. • Effectively managed litigation, investigation and E&O exposures, including strengthening processes designed to reduce potential exposure. • Efficiently managed core outside counsel spending across the Company and met stretch budget goals for the function, including implementing a new transformation program focused on the function. • Personal leadership in inclusion and diversity efforts and colleague engagement initiatives, including the enhancement of career development and mentorship programs and expanded pro-bono programs. Based on the above achievements, the HCC Committee approved the following results for Mr. Furman’s individual performance: (i) function financial performance of 100.0% and (ii) individual objectives and contributions to shared key enterprise operational initiatives of 100.0%. The resulting overall individual performance result for Mr. Furman was 100.0%. |

  70. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Equity-based awards are intended to align executive interests with those of our shareholders, incent and reward long-term decision making and meaningful value creation and retain high-performing executives.

  71. Long-Term Incentive Compensation

    | 2023 LTIP at a Glance | • NEO 2023 LTIP targets ranged from 150% to 850% of base salary (awards granted at target value) • Featured performance-based and time-based components (75% PSUs and 25% RSUs) • PSU performance metrics aligned to Company’s growth strategy and commitment to driving shareholder value: 50% Adjusted Operating Margin; 30% Adjusted Net Revenue Growth; 20% Adjusted EPS Growth • PSUs vest based on performance relative to targets with payout determined using sliding scale for each metric that correlates performance and payout • PSU payout capped at 200% of target | | 2023 Design Changes | • The mode of goal setting and measurement for the Adjusted Net Revenue and Adjusted EPS performance metrics for 2023 PSUs was changed from an absolute dollar value to a growth rate. The HCC Committee believes that growth rates better align with how we discuss performance internally and externally. |

  72. Long-Term Incentive Compensation

    | 54 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  73. Long-Term Incentive Compensation

    2023 LTIP Awards The HCC Committee approved the following 2023 LTIP awards for the NEOs which were granted at target value on April 1, 2023:

  74. Long-Term Incentive Compensation

    | NEO | 2023 Base Salary | LTIP Target as % of Base Salary | 2023 LTIP Award | | Mr. Hess | $1,000,000 | 850% | $8,500,000 | | Mr. Krasner | $800,000 | 200% | $1,600,000 | | Ms. Gebauer | $650,000 | 200% | $1,300,000 | | Mr. Garrard * | $615,984 | 200% | $1,231,968 | | Mr. Furman | $590,000 | 150% | $885,000 |

  75. Long-Term Incentive Compensation

    * The figures for Mr. Garrard have been converted into dollars at the five-year average exchange rate (2019 – 2023) (£1:$1.2833). Note that the actual 2023 LTIP award granted to Mr. Garrard was determined based on his 2023 LTIP target value (GBP) and then converted to USD based on the average exchange rate for the 30 business days ending on the date of the grant (April 1, 2023). 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 2023: (i) Mr. Hess’s 2023 LTIP target from 725% to 850% and (ii) Ms. Gebauer and Mr. Garrard’s 2023 LTIP targets from 175% to 200%. There were no changes to the other NEOs’ LTIP target opportunities in 2023. 2023 – 2025 LTIP Design

  76. Long-Term Incentive Compensation

    | 75% PSUs (cliff vesting at the end of the three-year period, subject to continued employment, unless retirement vesting eligible) | 25% RSUs (ratable vesting over three years, subject to continued employment, unless retirement vesting eligible) |

  77. Long-Term Incentive Compensation

    As discussed above, for 2023 the HCC Committee determined to change certain PSU performance metrics to focus on growth rather than absolute values of financial performance. Management and the HCC Committee believe that delivering improved margins, revenue growth and earnings per share growth support the successful execution of our strategic priorities that will benefit all stakeholders. 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. Emphasis on Adjusted Operating Margin, as demonstrated by the metric weightings, supports the Company’s ability to make the necessary investments in order to achieve the strategy, while delivering profitable and sustainable growth through the complementary Adjusted Net Revenue and Adjusted EPS growth metrics.

  78. Long-Term Incentive Compensation

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 55 |

  79. Long-Term Incentive Compensation

    How the PSU performance metrics are measured and their weightings are described below.

  80. Long-Term Incentive Compensation

    | 2025 Adjusted Operating Margin (50% of PSU Results) | Adjusted Operating Margin means “income from operations” generated during the performance period* as reported by the Company in its Form 10-K and adjusted for the items defined in the Form 10-K for the performance period* divided by Adjusted Net Revenue. Total Adjusted Operating Margin results will be modified for acquisitions closed during the performance period*. | | 2023-2025 Average Annual Adjusted Net Revenue Growth (30% of PSU Results) | Adjusted Net Revenue Growth means the average of the annual organic growth figures as reported by the Company in its Form 10-K from 2023 through the end of the performance period*. This will be on a “Constant Currency” basis which represents the year over year change in revenue growth excluding the impact of foreign currency fluctuations; and on an organic basis to reflect the impact of acquisitions and divestitures. | | 2023-2025 Average Annual Adjusted EPS Growth (20% of PSU Results) | Adjusted EPS Growth means the average annual growth of “Diluted Earnings per Share” as reported by the Company in its Form 10-K for the performance period*. The Diluted Earnings per Share for each year will be calculated to adjust for the items defined in the Non-GAAP section of the Form 10-K for the performance period*, and further adjusted to be on a Constant Currency and organic basis, and then divided by the weighted average shares outstanding for each year. The goals of Adjusted EPS will be determined on an organic basis to reflect the impact of acquisitions and divestitures and will be modified to reflect the form of consideration paid or received and the use of any cash proceeds, where appropriate. |

  81. Long-Term Incentive Compensation

    * Performance period means: (i) January 1, 2023 through December 31, 2025, for purposes of measuring the attainment level of the Adjusted Net Revenue Growth and Adjusted EPS Growth performance objectives and (ii) January 1, 2025 through December 31, 2025, for purposes of measuring the Adjusted Operating Margin performance objective. Earned PSUs will be determined based on a sliding scale for each PSU metric with a 100% (target) payout if the applicable target goal is achieved. The payout for each metric will be below 100% if results fall below target and above 100% if results are above target. The sliding scales contain thresholds, such that there is a potential of a 0% payout for each metric if threshold performance is not achieved and a 200% payout if the maximum performance goal is achieved. The performance ranges on each metric are independent and it is possible to earn a payout on one metric and not the others (assuming threshold performance has been met on that metric). The Company believes that providing any further detail on the performance ranges prior to the end of the applicable performance periods for the PSUs is competitively sensitive. 2021 – 2023 PSU Performance Results and Payout PSUs were granted to all NEOs who were executive officers on July 20, 2021 with a performance period from January 1, 2021 to December 31, 2023. 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 2021 PSUs set forth in the following table:

  82. Long-Term Incentive Compensation

    | Performance Level | WTW’s TSR Relative to the S&P 500 | Payout as % of Target # of PSUs Granted | | Maximum | > 75th Percentile | 200% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | < Threshold | < 25th Percentile | 0% |

  83. Long-Term Incentive Compensation

    | 56 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  84. Long-Term Incentive Compensation

    The Company achieved an annualized TSR of 7.0% over the three-year performance period, which resulted in a percentile ranking of 45.8% relative to the S&P 500. Based on the interpolation of the above sliding scale, the Company’s percentile ranking produced a payout of 91.6% of the target number of shares granted under the PSU award including dividend equivalents accrued through the vesting date. The earned shares under the award will vest in July 2024, subject to continued employment, unless retirement vesting eligible. For additional detail, see section entitled “Compensation Tables — Outstanding Equity Awards at Fiscal Year-End.” Special Equity Awards On April 1, 2023, the HCC Committee approved the grant of a one-time special equity award of RSUs equal to $200,000 to Ms. Gebauer and Mr. Garrard. This was in recognition of their exceptional contributions to the recovery and stabilization of the business during 2022. Half of the RSUs vested on April 1, 2024, and the remaining half will vest on April 1, 2025.

  85. Perquisites

    Perquisites The HCC Committee does not believe that providing generous executive perquisites is necessary to attract and retain executive talent or consistent with its pay-for-performance philosophy. In 2023, we did not provide significant perquisites to the NEOs, as described in the Summary Compensation Table, or provided perquisites in modest amounts. Severance Benefits The HCC Committee believes that severance benefits are a necessary component of a competitive compensation program because they 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, 2023. 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.

  86. 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 adopted on March 8, 2020, and amended on February 22, 2022, 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.

  87. Executive Severance Plans

    | 58 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  88. Executive Severance Plans

    | Executive Severance Plans Summary | | | Involuntary Termination* 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**: (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*** | | Qualifying Termination* 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**: (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*** |

  89. Executive Severance Plans

    * 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 in control. ** Excludes Mr. Furman who has severance terms included in his employment agreement. *** Continued medical coverage is included in the U.S. Executive Severance Plan only. As a non-U.S. person, Mr. Garrard is not covered by the U.S. Executive Severance Plan. Equity award vesting acceleration treatment is addressed separately on an annual basis and set forth in executive’s equity award agreements. In addition to the severance benefits described above, 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. Additionally, in the event of a Qualifying Termination and whether or not a “change in control” occurs (as such terms are defined in the U.S. Executive Severance Plan), prior to full vesting of his sign-on RSU award (granted in September 2021), the Company will (i) accelerate the vesting of any outstanding unvested RSUs under the award at the time of his termination, subject to the approval of the HCC Committee; or, in the absence of such approval, (ii) pay him the cash value of the outstanding unvested RSUs under the award. In addition to the severance benefits described above, effective as of June 17, 2022, the HCC Committee approved certain enhanced termination provisions applicable to Mr. Garrard’s outstanding and future LTIP awards, as further described in the section entitled “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.” Furthermore, termination provisions under Mr. Furman’s employment agreement are described in the section “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change in Control.”

  90. Executive Severance Plans

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  91. 2024 Compensation Preview

    | 2024 STI Design Summary | | | | | | | | NEO Role | Enterprise Financial Performance | | | Segment Financial Performance | | Individual Performance | | | Adjusted Net Revenue | Adjusted Operating Margin | Free Cash Flow Margin | Adjusted Net Revenue | Adjusted Operating Margin | Qualitative assessment of individual performance as specified for each NEO | | CEO / CFO | 80.0% | | | | | 20.0% | | Segment Heads | 55.0% | | | 25.0% | | 20.0% | | General Counsel | 66.7% | | | | | 33.3% | | | Weighting of each metric will vary based on NEO role, with no less than 18.3% on each metric | | | Equal metric weightings | | | | Summary of Changes | • Differentiated the STI component and metric weightings by executive role to more appropriately 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 and performance ranges 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 for tracking cash conversion on a year over year basis due to the non-cash nature of our pension income, which is included in our GAAP and Non-GAAP earnings metrics. • 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 strategic objectives aligned with the Company’s Grow, Simplify and Transform strategy. This change emphasizes focus on meaningful priorities that will support and drive successful execution of the Company’s strategy. | | | | | |

  92. 2024 Compensation Preview

    | 2024 LTIP Design Summary | | | Components | • 75% PSUs (cliff vest at end of performance period, subject to performance) • 25% RSUs (vest ratably over three years) | | PSU Metrics | • 50% Three-Year Average Annual Adjusted Net Revenue Growth • 50% Three-Year Average Annual Adjusted Operating Margin Improvement Results based on performance relative to target for each metric with payout determined using sliding scale for each metric. | | PSU Modifier | • Relative TSR (+/- 20%) against the S&P 500 Results based on performance relative to S&P 500 with payout determined using sliding scale. | | PSU Payout Opportunity | • 0% – 200% | | Summary of Changes | • 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 reinforce alignment of payouts with shareholders. 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. |

  93. 2024 Compensation Preview

    | • | Qualified Savings Plan – The company contribution was changed to a non-elective 3.5% of eligible earnings (base salary plus certain bonuses) from a matching contribution (100% of the first 1% of earnings plus 50% of the next 5% of earnings). The matching contribution will be deposited annually in the first quarter of the following year. |

  94. 2024 Compensation Preview

    | NEO | Base Salary** | STI Target | | LTIP Target*** | | Target Total Direct Compensation | | | | % of Base Salary | $ | % of Base Salary | $ | | | Mr. Krasner | $800,000 | 125% | $1,000,000 | 250% | $2,000,000 | $3,800,000 | | Ms. Gebauer | $682,500 | 125% | $853,125 | 250% | $1,706,250 | $3,241,875 | | Mr. Garrard * | $646,783 | 125% | $808,479 | 250% | $1,616,958 | $3,072,220 | | Mr. Furman | $619,500 | 125% | $774,375 | 175% | $1,084,125 | $2,478,000 |

  95. 2024 Compensation Preview

    | *** Mr. Krasner, Ms. Gebauer and Mr. Garrard’s 2024 LTIP targets were increased from 200% to 250% of base salary. Mr. Furman’s 2024 LTIP target was increased from 150% to 175% of base salary. |

  96. Role of the External HCC Committee Consultant

    | • | reviewing and providing input on the peer group used to benchmark executive pay; |

  97. Role of the External HCC Committee Consultant

    | • | reviewing and providing input on the Company’s STI and LTIP designs; |

  98. Use of Peer Company Data

    Use of Peer Company Data In making its determinations for fiscal year 2023, 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 and CFO 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.

  99. Use of Peer Company Data

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 63 |

  100. 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 2023, the HCC Committee approved the below peer group of 16 companies, consistent with the peer group used for 2022.

  101. Use of Peer Company Data

    | 2023 Peer Group | | | • 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, Inc. | | • Fidelity National Information Services, Inc. | • Unum Group |

  102. Use of Peer Company Data

    At the time the peer group was approved by the HCC Committee in 2023, WTW was at the 31st percentile in terms of total revenue and the 50th percentile in terms of market capitalization among this peer group.

  103. Compensation Policies and Risk

    | * Failure to comply with or make reasonable progress towards meeting the share ownership guidelines in a timely fashion would result in the executive being required to retain all of the net shares received upon the vesting of RSUs and PSUs and the exercise of options to purchase WTW shares and may impact future grants. The HCC Committee has interpreted “reasonable progress” for purposes of measuring compliance as looking at an executive’s ownership levels (calculated under guidelines) compared to ownership levels that would be expected at the relevant stage of the five-year transition period (e.g., 1/5 per year after first year). |

  104. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of Carl Hess (CEO), Andrew Krasner (CFO), Julie Gebauer (Global Head of HWC), Adam Garrard (Global Head of R&B) and Matthew Furman (General Counsel), who are collectively our NEOs for the fiscal year ended December 31, 2023.

  105. 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 | 2023 | 1,000,000 | — | 8,499,764 | 2,499,508 | 156,923 | 512,637 | 12,668,832 | | CEO | 2022 | 1,058,173 | — | 7,249,654 | 1,801,052 | — | 620,021 | 10,728,900 | | | 2021 | 766,667 | — | 1,167,419 | 2,443,875 | 209,050 | 241,474 | 4,828,485 | | Andrew Krasner | 2023 | 800,000 | — | 1,599,704 | 1,241,429 | 21,654 | 128,839 | 3,791,626 | | CFO | 2022 | 800,000 | — | 1,599,768 | 1,106,595 | 3,300 | 58,789 | 3,568,452 | | | 2021 | 333,625 | 361,667 | 2,999,991 | 493,397 | 8,178 | 2,698 | 4,199,556 | | Julie Gebauer | 2023 | 650,000 | — | 1,499,548 | 1,028,953 | — | 211,358 | 3,389,859 | | Global Head of HWC | 2022 | 650,000 | — | 1,137,196 | 647,358 | — | 244,337 | 2,678,891 | | | 2021 | 650,000 | — | 1,167,419 | 837,574 | — | 216,167 | 2,871,160 | | Adam Garrard* | 2023 | 615,984 | — | 1,362,909 | 975,105 | — | 79,992 | 3,033,990 | | Global Head of R&B | 2022 | 624,864 | — | 1,137,434 | 622,324 | — | 80,955 | 2,465,577 | | Matthew Furman | 2023 | 590,000 | — | 884,903 | 903,275 | 39,662 | 112,164 | 2,530,004 | | General Counsel | 2022 | 580,000 | — | 884,776 | 785,415 | 21,290 | 126,620 | 2,398,101 | | | 2021 | 550,000 | 300,000 | 897,994 | 984,328 | 22,482 | 108,449 | 2,863,253 |

  106. Summary Compensation Table

    | * The figures for Mr. Garrard for 2023 have been converted into 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 USD 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 into 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 USD based on the average exchange rate for the 30 business days ending on the date of the grant (April 1, 2022). |

  107. 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, 2023, 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 for each of the NEOs is as follows:

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

    | • | 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. |

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

    | • | Messrs. Krasner and Furman – Age 65 under the post-July 1, 2017 stable value formula. |

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

    | • | 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. |

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

    | • | Mr. Garrard – Not applicable since Mr. Garrard does not participate in any defined benefit plan. |

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

    The pension values for Messrs. Hess, Krasner and Furman increased during the year. The pension value for Ms. Gebauer decreased during the year. The increases / (decreases) in the actuarial present values for the NEOs for fiscal year 2023 were $156,923 for Mr. Hess, $21,654 for Mr. Krasner, ($119,044) for Ms. Gebauer and $39,662 for Mr. Furman. These increases / (decreases) are attributable to a number of factors. The NEOs (except Mr. Garrard) accrued additional benefits in the Willis Towers Watson Pension Plan during 2023. These accruals increased the present values by $50,149 for Mr. Hess, $16,490 for Mr. Krasner, $51,341 for Ms. Gebauer and $22,694 for Mr. Furman. The actuarial present value from the Willis Towers Watson Pension and the Towers Watson SERP increased due to the passage of time by $109,222 for Mr. Hess, $1,242 for Mr. Krasner, $354,187 for Ms. Gebauer and $6,114 for Mr. Furman. Changes in the actuarial assumptions were also made during fiscal 2023. The discount rates used to value benefits decreased during fiscal 2023 from 5.39% to 5.08% for benefits from the Willis Towers Watson Pension Plan and from 5.22% to 4.94% for the Towers Watson SERP. The assumed lump sum interest rate to determine the value of benefits under the Towers Watson SERP increased from 2.75% to 3.00% for Mr. Hess and Ms. Gebauer. The assumption changes described above changed the actuarial present value amounts by ($2,448) for Mr. Hess, $3,922 for Mr. Krasner, ($524,572) for Ms. Gebauer and $10,854 for Mr. Furman.

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

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  114. 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 2023. Amounts shown in columns C through E relate to the STI award opportunities in respect of 2023. 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 2023 LTIP (which consisted of PSUs and RSUs) and a one-time special equity award of RSUs granted to Ms. Gebauer and Mr. Garrard in connection with exceptional performance during 2022.

  115. 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 | — | — | — | — | — | — | — | | | 4/1/2023 | — | — | — | — | — | — | 9,144 | — | — | 2,124,883 | | | 4/1/2023 | — | — | — | 13,717 | 27,433 | 54,866 | — | — | — | 6,374,881 | | Andrew Krasner | — | — | 1,000,000 | 2,000,000 | — | — | — | — | — | — | — | | | 4/1/2023 | — | — | — | — | — | — | 1,721 | — | — | 399,926 | | | 4/1/2023 | — | — | — | 2,582 | 5,163 | 10,326 | — | — | — | 1,199,778 | | Julie Gebauer | — | — | 812,500 | 1,625,000 | — | — | — | — | — | — | — | | | 4/1/2023 | — | — | — | — | — | — | 860 | — | — | 199,847 | | | 4/1/2023 | — | — | — | — | — | — | 1,398 | — | — | 324,867 | | | 4/1/2023 | — | — | — | 2,098 | 4,195 | 8,390 | — | — | — | 974,834 | | Adam Garrard* | — | — | 769,980 | 1,539,960 | — | — | — | — | — | — | — | | | 4/1/2023 | — | — | — | — | — | — | 860 | — | — | 199,847 | | | 4/1/2023 | — | — | — | — | — | — | 1,251 | — | — | 290,707 | | | 4/1/2023 | — | — | — | 1,877 | 3,754 | 7,508 | — | — | — | 872,355 | | Matthew Furman | — | — | 737,500 | 1,475,000 | — | — | — | — | — | — | — | | | 4/1/2023 | — | — | — | — | — | — | 952 | — | — | 221,226 | | | 4/1/2023 | — | — | — | 1,428 | 2,856 | 5,712 | — | — | — | 663,677 |

  116. 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.” |

  117. Grants of Plan-Based Awards

    | (1) The amounts shown in columns C through E reflect threshold, target and maximum performance for the 2023 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 2023 STI target. The actual 2023 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 — 2023 STI Awards.” The figures for Mr. Garrard have been converted into dollars at the five-year average exchange rate (2019 – 2023) (£1:$1.2833). |

  118. Grants of Plan-Based Awards

    | (2) 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 2023 LTIP on April 1, 2023. Earned PSUs will be determined based on a sliding scale for each PSU financial performance metric (2025 Adjusted Operating Margin; 2023-2025 average annual Adjusted Net Revenue Growth; 2023-2025 average annual Adjusted EPS Growth) with a 100% (target) payout if the applicable financial target is achieved. The payout for each metric will be below 100% if results fall below target and above 100% if results are above target. The sliding scales contain thresholds, such that there is a potential of 0% payout for each metric if threshold performance is not |

  119. Grants of Plan-Based Awards

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  120. Grants of Plan-Based Awards

    | achieved and 200% payout if the maximum performance goal is achieved. The performance ranges on each metric are independent and it is possible to earn a payout on one metric and not the others (assuming threshold performance has been met on that metric). The Company believes providing any further detail on the performance ranges prior to the end of the applicable performance periods is competitively sensitive. |

  121. Grants of Plan-Based Awards

    The earned PSUs will vest on April 1, 2026 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 2023 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.”

  122. Grants of Plan-Based Awards

    | (3) The number of shares shown in column I reflects the RSUs granted to each NEO under the 2023 LTIP on April 1, 2023. 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 2023 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.” For Ms. Gebauer and Mr. Garrard, the amounts in column I also reflect a one-time special equity award of RSUs granted to each in 2023, in recognition of their exceptional contributions to the recovery and stabilization of the business during 2022. |

  123. Grants of Plan-Based Awards

    | (4) The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718. For awards subject to performance conditions, amounts reflect the full fair value at the grant date based on 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). |

  124. Grants of Plan-Based Awards

    | 74 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  125. 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, 2023.

  126. Outstanding Equity Awards at Fiscal Year-End

    | | Share Awards | | | | | Name | 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 | — | — | 4,600(2) | 1,109,520 | | | — | — | 23,498(3) | 5,667,718 | | | 4,831(4) | 1,165,237 | — | — | | | — | — | 27,735(5) | 6,689,682 | | | 9,245(6) | 2,229,894 | — | — | | Andrew Krasner | 4,566(7) | 1,101,319 | — | — | | | — | — | 5,185(3) | 1,250,622 | | | 1,152(4) | 277,862 | — | — | | | — | — | 5,220(5) | 1,259,064 | | | 1,740(6) | 419,688 | — | — | | Julie Gebauer | — | — | 4,600(2) | 1,109,520 | | | — | — | 3,686(3) | 889,063 | | | 773(4) | 186,448 | — | — | | | — | — | 4,241(5) | 1,022,929 | | | 1,413(6) | 340,816 | — | — | | | 869(8) | 209,603 | — | — | | Adam Garrard* | — | — | 4,329(2) | 1,044,155 | | | — | — | 3,687(3) | 889,304 | | | 819(4) | 197,543 | — | — | | | — | — | 3,795(5) | 915,354 | | | 1,265(6) | 305,118 | — | — | | | 869(8) | 209,603 | — | — | | Matthew Furman | — | — | 3,539(2) | 853,607 | | | — | — | 2,868(3) | 691,762 | | | 637(4) | 153,644 | — | — | | | — | — | 2,887(5) | 696,344 | | | 962(6) | 232,034 | — | — |

  127. 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.” |

  128. Outstanding Equity Awards at Fiscal Year-End

    | (1) 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 29, 2023, as quoted on the NASDAQ ($241.20), the last business day of the year. |

  129. Outstanding Equity Awards at Fiscal Year-End

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 75 |

  130. Outstanding Equity Awards at Fiscal Year-End

    | (2) The PSUs were granted to Messrs. Hess, Garrard and Furman and Ms. Gebauer on July 20, 2021 pursuant to the 2021 LTIP with a performance period from January 1, 2021 to December 31, 2023. 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, 2023. 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 2021 PSUs set forth in the following table: |

  131. Outstanding Equity Awards at Fiscal Year-End

    | Performance Level | WTW’s TSR Relative to the S&P 500 | Payout as % of Target # of PSUs Granted | | Maximum | > 75th Percentile | 200% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | < Threshold | < 25th Percentile | 0% |

  132. Outstanding Equity Awards at Fiscal Year-End

    The Company achieved an annualized TSR of 7.0% over the three-year performance period, which resulted in a percentile ranking of 45.8% relative to the S&P 500. Based on the interpolation of the above sliding scale, the Company’s percentile ranking produced a payout of 91.6% of the target number of shares granted under the PSU award. As a result, the earned shares shown below will vest in July 2024 for each NEO, subject to continued employment, unless retirement vesting eligible. Note that the earned shares shown below include dividend equivalents in the form of additional shares accrued on the PSUs through December 31, 2023 (3.7% of the target number of PSUs granted), but the actual earned shares to vest in July 2024 will include additional dividend equivalents accrued through the vesting date.

  133. Outstanding Equity Awards at Fiscal Year-End

    | NEO | Target # of PSUs Granted (including dividend equivalents accrued through December 31, 2023) | Earned # of PSUs at 91.6% Payout | | Mr. Hess | 4,600 | 4,213 | | Ms. Gebauer | 4,600 | 4,213 | | Mr. Garrard | 4,329 | 3,964 | | Mr. Furman | 3,539 | 3,241 |

  134. Outstanding Equity Awards at Fiscal Year-End

    | (3) 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. Earned PSUs will be determined based on a sliding scale for each PSU financial performance metric with a 100% (target) payout if the applicable 2024 financial target (2024 Adjusted Operating Margin; 2024 Adjusted Net Revenue; 2024 Adjusted EPS) 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, 2023. |

  135. Outstanding Equity Awards at Fiscal Year-End

    | (4) 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, 2023. 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. |

  136. Outstanding Equity Awards at Fiscal Year-End

    | (5) 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, 2023. For |

  137. Outstanding Equity Awards at Fiscal Year-End

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  138. Outstanding Equity Awards at Fiscal Year-End

    | additional information on the 2023 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.” |

  139. Outstanding Equity Awards at Fiscal Year-End

    | (6) 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, 2023. 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 vesting retirement eligible. For additional information on the 2023 LTIP, see section entitled “Executive Compensation: Compensation Discussion and Analysis — Compensation Decisions and Outcomes — Long-Term Incentive Compensation.” |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (7) The time-based RSUs were granted to Mr. Krasner on September 7, 2021 and vest in three equal annual installments on the first, second and third anniversaries of the grant date, 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, 2023. |

  141. Outstanding Equity Awards at Fiscal Year-End

    | (8) 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, 2023. |

  142. 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 2023.

  143. Option Exercises and Shares Vested

    | | Option Awards | | Share-Based Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) (2) | Value Realized on Vesting ($) (3) | | Mr. Hess | — | — | 7,698 | 1,770,816 | | Mr. Krasner | — | — | 5,100 | 1,058,995 | | Ms. Gebauer | — | — | 5,178 | 1,176,920 | | Mr. Garrard | — | — | 4,415 | 1,003,255 | | Mr. Furman | 12,571 | 1,539,193 | 3,951 | 897,548 |

  144. Option Exercises and Shares Vested

    | (1) Reflects the aggregate difference between the market price of underlying shares of the Company’s common stock, as quoted on the NASDAQ, on the date of exercise and the exercise price of the options. |

  145. Option Exercises and Shares Vested

    | (2) Number of shares acquired on vesting reflects: (i) RSUs granted under the 2022 LTIP that vested in April 2023 for all NEOs, (ii) PSUs earned under the 2020 LTIP that vested in July 2023 for Mr. Hess, Ms. Gebauer, Mr. Garrard and Mr. Furman and (iii) RSUs under the make whole sign-on equity award granted to Mr. Krasner in September 2021 that vested in September 2023. |

  146. Option Exercises and Shares Vested

    | (3) The value realized in respect of vested RSUs and PSUs is calculated using the share closing price, as quoted on the NASDAQ, on the date such RSUs and PSUs became vested. For any vesting date that did not fall on a trading day, the value realized is calculated using the share closing price, as quoted on the NASDAQ, on the last trading day prior to such vesting date. |

  147. Pension Benefits at 2023 Fiscal Year-End

    Pension Benefits at 2023 Fiscal Year-End Messrs. Hess, Krasner and Furman, and Ms. Gebauer had accrued a pension benefit in one or more of the defined benefit pension plans maintained by the Company as of December 31, 2023. Mr. Garrard does 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, 2023 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.

  148. Pension Benefits at 2023 Fiscal Year-End

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  149. Pension Benefits at 2023 Fiscal Year-End

    | | | Pension Benefits | | | | Name | Plan | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (1) | Payments During the Twelve Months Ended December 31, 2023 ($) | | Carl Hess | Willis Towers Watson Pension Plan | 34.50 | 1,900,450 | — | | | Towers Watson SERP | 28.00 | 3,249,048 | — | | | Total | | 5,149,498 | — | | Andrew Krasner | Willis Towers Watson Pension Plan | 5.92 | 44,720 | — | | | Total | | 44,720 | — | | Julie Gebauer | Willis Towers Watson Pension Plan | 37.17 | 1,800,542 | — | | | Towers Watson SERP | 30.67 | 5,331,560 | — | | | Total | | 7,132,102 | — | | Matthew Furman | Willis Towers Watson Pension Plan | 6.50 | 152,946 | — | | | Total | | 152,946 | — |

  150. Pension Benefits at 2023 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, 2023 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, 2023 calculation date. The specific relevant assumptions include a discount rate of 5.08% for the Willis Towers Watson Pension Plan and 4.94% 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%. |

  151. Pension Benefits at 2023 Fiscal Year-End

    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.

  152. 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. The Willis Towers Watson Pension Plan provides benefits using two stable value formulas. Participants eligible for benefit accruals as of December 31, 2016 in general earn benefits under the non-contributory stable value formula (“Non-Contributory Participants”). Under the non-contributory formula eligible participants will earn a lump sum benefit at the participant’s normal retirement age (65) equal to:

  153. Willis Towers Watson Pension Plan

    | (i) 11.5% of each year’s covered pay up to the Social Security wage base for the first 10 years of credited service, 13.0% of each year’s covered pay up to the Social Security wage base for the next 10 years of credited service, and 15.0% of each year’s covered pay up to the Social Security wage base for 20 or more years of credited service; plus |

  154. Willis Towers Watson Pension Plan

    | 78 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  155. Willis Towers Watson Pension Plan

    | (ii) 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. |

  156. Willis Towers Watson Pension Plan

    Mr. Hess and Ms. Gebauer earned benefits under the non-contributory formula during 2023. Participants who were not eligible for benefit accruals as of December 31, 2016 earn benefits under the contributory stable value formula (“Contributory Participants”). 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:

  157. Willis Towers Watson Pension Plan

    | (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 |

  158. Willis Towers Watson Pension Plan

    | (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. |

  159. Willis Towers Watson Pension Plan

    Messrs. Krasner and Furman earned benefits under the contributory formula during 2023. For this purpose, covered pay consists of salary, bonus and any overtime. The lump sum is reduced for commencement prior to age 65 at a compounding rate of 5% per year. Prior to July 1, 2017 under the stable value formula, each eligible participant earned a lump sum benefit at the participant’s normal retirement age (65) equal to 15% of each covered year’s pay up to the Social Security wage base, and 20% of each covered year’s pay in excess of the wage base, with pay for this purpose consisting of salary, bonus and, for non-executives, any overtime. The lump sum is unreduced at age 62 and for commencement prior to age 62, it is reduced at a compounding rate of 5% per year. Under the stable value formulas, participants may choose to receive the value of their lump sum benefit as an actuarial equivalent annuity at the time of retirement. The standard form of benefit payment for benefits earned under the stable value provisions is a single life annuity benefit for participants who are not married and a 100% joint and contingent annuity for married participants. Alternatively, participants may elect a joint and contingent annuity with a continuation percentage of either 50% or 75% or a certain and continuous annuity with either 5 or 10 years of guaranteed payments. A single lump sum benefit is also available. Willis Towers Watson Pension Plan Changes Effective for 2024 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. Benefits earned prior to December 31, 2011 are specified in the legacy formulas as outlined below.

  160. Willis Towers Watson Pension Plan

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  161. Willis Towers Watson Pension Plan

    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. 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

  162. Willis Towers Watson Pension Plan

    | 80 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  163. Willis Towers Watson Pension Plan

    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. 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 Code 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.

  164. Willis Towers Watson Pension Plan

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  165. Willis Towers Watson Pension Plan

    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.

  166. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023 The following table provides information as of December 31, 2023 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, 2023 concerning the WTW Deferred Savings Plan, as well as for the WTW Stable Value Excess Plan effective July 1, 2017.

  167. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | • | 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. |

  168. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | • | 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, and potentially to receive a discretionary matching contribution from the Company. |

  169. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | • | 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. The WTW Stable Value Excess Plan is an unfunded deferred compensation plan for select management and other highly compensated colleagues, including the Company’s executive officers. The purpose of the WTW Stable Value Excess Plan is to provide participants with supplemental and deferred compensation benefits through the accrual of a contributory or non-contributory stable value benefit. |

  170. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | – | Non-Contributory Participants in the Willis Towers Watson Pension Plan who have eligible salary and bonus compensation that is in excess of the limit under IRC Section 401(a)(17) (“Eligible Compensation”) during a plan year were automatically enrolled in the WTW Stable Value Excess Plan, and accrue a stable value benefit equal to a percentage of Eligible Compensation determined under the following formula: 16.5% of Eligible Compensation for the first 10 years of vesting service (from the date of hire); 18% of Eligible Compensation for the next 10 years of vesting service; and 20% of Eligible Compensation for over 20 years of vesting service. The benefit accrued during a plan year is subject to a 5% compound reduction for each year by which the date of accrual precedes age 65. Mr. Hess and Ms. Gebauer were Non-Contributory Participants in 2023. |

  171. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | – | Under the WTW Stable Value Excess Plan, certain employees who meet eligibility requirements and are Contributory Participants in the Willis Towers Watson Pension Plan are permitted to enroll in the WTW Stable Value Excess Plan. Each plan year, Contributory Participants will defer 2% of Eligible Compensation, and will accrue a stable value benefit equal to the excess of a percentage of Eligible |

  172. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

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  173. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | Compensation over the amount deferred, determined pursuant to the following formula: 14.5% of Eligible Compensation for the first 10 years of vesting service from January 1, 2017 (or date of hire, if later); 16% of Eligible Compensation for the next 10 years of vesting service; and 17.5% of Eligible Compensation for over 20 years of vesting service. The benefit accrued during a plan year is subject to a 5% compound reduction for each year by which the date of accrual precedes age 65. Mr. Krasner and Mr. Furman were Contributory Participants in 2023. |

  174. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | – | The amount accrued during a plan year will vest at the end of the second year following the year in which it was accrued, provided that all accruals will vest in full when the employee reaches age 55 if he or she has at least 10 years of service, or age 65 if he or she has at least five years of service. Contributory Participants will be vested at all times in the 2% of Eligible Compensation deferred. |

  175. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    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.

  176. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | Name (1) | Non-Qualified Deferred Compensation Plan | Executive Contributions for the Fiscal Year Ended December 31, 2023 ($) | Registrant Contributions for the Fiscal Year Ended December 31, 2023 ($) | Aggregate Earnings for the Fiscal Year Ended December 31, 2023 ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at December 31, 2023 ($) (5) | | Carl Hess | WW Deferred Savings Plan | — | — | 9,923(3) | — | 137,732 | | | WTW Deferred Savings Plan (2) | 148,263 | 86,487 | (13,995)(4) | — | 1,751,863 | | | WTW Stable Value Excess Plan | — | 412,437 | 25,370(4) | — | 1,793,403 | | Andrew Krasner | WTW Deferred Savings Plan (2) | 94,596 | 55,181 | (12,870)(4) | — | 208,060 | | | WTW Stable Value Excess Plan | 31,532 | 61,510 | (973)(4) | — | 132,398 | | Julie Gebauer | WTW Deferred Savings Plan (2) | 58,041 | 33,858 | (9,283)(4) | — | 5,399,480 | | | WTW Stable Value Excess Plan | — | 164,520 | 9,732(4) | — | 1,204,503 | | Matthew Furman | WTW Deferred Savings Plan (2) | 62,725 | 36,590 | (9,663)(4) | — | 596,727 | | | WTW Stable Value Excess Plan | 20,908 | 63,418 | 4,782(4) | — | 570,578 |

  177. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | (1) Mr. Garrard did not participate in the Company’s non-qualified deferred compensation plans during 2023. |

  178. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | (2) The value of the WTW Deferred Savings Plan notional account set forth in the “Aggregate Balance at December 31, 2023” column is based on the value of the Company’s underlying shares on such date. |

  179. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | (3) Represents interest earned during the fiscal year ended December 31, 2023 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. |

  180. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | (4) Represents the increase / (decrease) in value during fiscal year 2023 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). |

  181. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | (5) Other than registrant contributions of $1,322,611 for Mr. Hess, $157,195 for Mr. Krasner, $635,408 for Ms. Gebauer and $312,592 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, 2023 or in prior fiscal years. |

  182. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    | 84 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  183. Non-Qualified Deferred Compensation for the Fiscal Year Ended December 31, 2023

    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 29, 2023 of $241.20 per share. WTW Stable Value Excess Plan Changes Effective for 2024 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.

  184. 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, 2023. For a brief description of the applicable non-competition and non-solicitation covenants, see the section above entitled “— Named Executive Officers’ Employment Agreements.”

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

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 87 |

  186. Potential Payments as of December 31, 2023

    Potential Payments as of December 31, 2023 The below table reflects the severance benefits that Mr. Hess, Mr. Krasner, 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, 2023.

  187. Potential Payments as of December 31, 2023

    | | | 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 | 11,499,508 | — | — | — | | | Perquisites / Benefits (2) | 42,325 | 42,325 | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 7,849,131 | 16,768,707 | 7,849,131 | 16,768,707 | — | | | Total | 13,891,456 | 28,310,540 | 7,849,131 | 16,768,707 | — | | Andrew Krasner | Cash Severance Payment (1) | 1,800,000 | 4,841,429 | — | — | — | | | Perquisites / Benefits (2) | 46,604 | 46,604 | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 1,832,276 | 4,308,555 | — | 4,308,555 | — | | | Total | 3,678,880 | 9,196,588 | — | 4,308,555 | — | | Julie Gebauer | Cash Severance Payment (1) | 1,462,500 | 3,953,953 | — | — | — | | | Perquisites / Benefits (2) | 26,284 | 26,284 | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 2,091,687 | 3,655,035 | 2,091,687 | 3,665,035 | — | | | Total | 3,580,471 | 7,645,272 | 2,091,687 | 3,665,035 | — | | Adam Garrard | Cash Severance Payment (1) | 1,385,964 | 3,747,033 | — | — | — | | | Perquisites / Benefits (2) | — | — | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 3,473,039 | 3,473,039 | 3,473,039 | 3,473,039 | — | | | Total | 4,859,003 | 7,220,072 | 3,473,039 | 3,473,039 | — | | Matthew Furman | Cash Severance Payment (1) | 2,230,775 | 3,392,500 | — | — | — | | | Perquisites / Benefits (2) | 27,286 | 27,286 | — | — | — | | | Accelerated Vesting of Equity Awards (3) | 1,186,046 | 2,555,513 | — | 2,555,513 | — | | | Total | 3,444,107 | 5,975,299 | — | 2,555,513 | — |

  188. Potential Payments as of December 31, 2023

    | * 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. 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). |

  189. Potential Payments as of December 31, 2023

    | ** 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. 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). |

  190. Potential Payments as of December 31, 2023

    (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

  191. Potential Payments as of December 31, 2023

    | 90 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  192. Potential Payments as of December 31, 2023

    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.

  193. Potential Payments as of December 31, 2023

    | | | 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 | — | 2,499,508 | — | — | — | | | Cash Severance Payment | 6,000,000 | 11,499,508 | — | — | — | | Andrew Krasner | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,800,000 | 3,600,000 | — | — | — | | | Pro Rata STI for Year of Termination | — | 1,241,429 | — | — | — | | | Cash Severance Payment | 1,800,000 | 4,841,429 | — | — | — | | Julie Gebauer | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,462,500 | 2,925,000 | — | — | — | | | Pro Rata STI for Year of Termination | — | 1,028,953 | — | — | — | | | Cash Severance Payment | 1,462,500 | 3,953,953 | — | — | — | | Adam Garrard* | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,385,964 | 2,771,928 | — | — | — | | | Pro Rata STI for Year of Termination | — | 975,105 | — | — | — | | | Cash Severance Payment | 1,385,964 | 3,747,033 | — | — | — | | Matthew Furman | Severance Multiplier | 1 | 2 | — | — | — | | | Severance Payment | 1,327,500 | 2,655,000 | — | — | — | | | Pro Rata STI for Year of Termination | 903,275 | 737,500 | — | — | — | | | Cash Severance Payment | 2,230,775 | 3,392,500 | — | — | — |

  194. Potential Payments as of December 31, 2023

    | * The figures for Mr. Garrard have been converted into dollars at the five-year average exchange rate (2019 — 2023) (£1:$1.2833). |

  195. Potential Payments as of December 31, 2023

    | • | Mr. Hess, Mr. Krasner, Ms. Gebauer and Mr. Garrard: |

  196. Potential Payments as of December 31, 2023

    | (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. |

  197. Potential Payments as of December 31, 2023

    | (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. |

  198. Potential Payments as of December 31, 2023

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 91 |

  199. Potential Payments as of December 31, 2023

    | • | 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 $1,327,500 (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 $903,275. 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 $2,655,000 (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 $737,500. |

  200. Potential Payments as of December 31, 2023

    (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 $42,325 for Mr. Hess, $46,604 for Mr. Krasner and $26,284 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 $27,286). 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. (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 $241.20, as quoted on the NASDAQ on the last business day of the fiscal year (December 29, 2023). For more information on the NEOs’ outstanding equity awards at December 31, 2023 considered for these calculations, refer to the section entitled “— Outstanding Equity Awards at Fiscal Year-End.” Termination Outside of Change in Control Period (Column A)

  201. Potential Payments as of December 31, 2023

    | • | 2023 LTIP and 2022 LTIP: |

  202. Potential Payments as of December 31, 2023

    | (O) Mr. Hess, Mr. Krasner, Ms. Gebauer and Mr. Furman — Per terms of the award agreements for the PSUs and RSUs granted under 2023 and 2022 LTIP, in the event of termination without “cause” (or “good cause”) or resignation for “good reason” prior to a “change in control” or after the 24-month period following a “change in control,” each occurring after the first anniversary of the grant date: (i) a pro rata number of PSUs will vest on the original vesting date and (ii) any RSUs that are unvested as of the termination date will be forfeited automatically unless the HCC Committee elects to accelerate |

  203. Potential Payments as of December 31, 2023

    | 92 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  204. Potential Payments as of December 31, 2023

    | some or all of the unvested RSUs. The 2023 LTIP awards are assumed to have been forfeited as the one-year minimum vesting requirement would not have been achieved at the termination date. The 2022 LTIP awards reflect the following treatment: (i) for Mr. Krasner and Mr. Furman, the values in Column A reflect the potential value of the pro rata portion of outstanding PSUs under the award (assuming target performance) that could vest on the original vesting date in accordance with the award agreement terms and (ii) for Mr. Hess and Ms. Gebauer (who are eligible for retirement treatment of their outstanding equity awards), it has been assumed that retirement treatment would be applied in this termination scenario to the outstanding PSUs and RSUs under the award, and accordingly, the amounts in Column A reflect the potential value of outstanding PSUs (assuming target performance) and RSUs that could continue to vest on the original vesting dates, in accordance with retirement treatment. |

  205. Potential Payments as of December 31, 2023

    | (O) Mr. Garrard — Mr. Garrard’s enhanced termination provisions provide for (i) automatic continued full vesting of PSUs granted under the 2023 LTIP (with no minimum service requirement) and 2022 LTIP on the original vesting dates, based on actual performance and (ii) automatic continued full vesting of RSUs granted under the 2023 and 2022 LTIP. The amounts in Column A reflect (i) the potential value of outstanding PSUs under the 2023 and 2022 LTIP that could vest on the original vesting date for the respective award, assuming target performance, and (ii) the value of outstanding RSUs under the 2023 and 2022 LTIP which would have received full continued vesting. |

  206. Potential Payments as of December 31, 2023

    | • | 2021 LTIP: Per terms of the award agreement for 2021 LTIP PSUs (and the termination provisions in Mr. Furman’s employment agreement), in the event of termination without “cause” (or “good cause”) or resignation for “good reason” prior to a “change in control” or after the 24-month period following a “change in control,” one year of additional service credit will be applied. If, after giving effect to this additional service credit, the executive would have been employed through the vesting date, the executive will vest in the PSUs with respect to the earned performance shares. For Mr. Hess, Ms. Gebauer, Mr. Garrard and Mr. Furman, the amounts in Column A reflect the value of outstanding PSUs granted under 2021 LTIP (based on actual performance) which would have received full acceleration in this scenario in accordance with the above. |

  207. Potential Payments as of December 31, 2023

    | • | Other RSU Awards: |

  208. Potential Payments as of December 31, 2023

    | (O) Mr. Krasner — The amount in Column A reflects the value of outstanding RSUs under his sign-on equity award that, pursuant to the terms of his offer letter, in the event of a Qualifying Termination (and whether or not a “change in control” occurs), the Company would (i) accelerate the vesting of at the time of his termination, subject to the approval of the HCC Committee; or, in the absence of such approval, (ii) pay him the cash value of based on the share price on the date of his termination. |

  209. Potential Payments as of December 31, 2023

    | (O) Ms. Gebauer — The outstanding RSUs under Ms. Gebauer’s special RSU award, granted in 2023 with respect to 2022 performance, are subject to a one-year minimum vesting requirement per terms of the award agreement. The outstanding RSUs under this award are assumed to have been forfeited in this scenario, as the one-year minimum vesting requirement would not have been achieved at the termination date. |

  210. Potential Payments as of December 31, 2023

    | (O) Mr. Garrard — The amount in Column A reflects the potential value of outstanding RSUs under his special RSU award, granted in 2023 with respect to 2022 performance, that pursuant to his enhanced termination provisions, would continue to vest on the original vesting dates. |

  211. Potential Payments as of December 31, 2023

    Termination During Change in Control Period (Column B)

  212. Potential Payments as of December 31, 2023

    | • | 2023 LTIP and 2022 LTIP: Per terms of the award agreements for the PSUs and RSUs granted under 2023 and 2022 LTIP, in the event of termination without “cause” (or “good cause”) or resignation for “good reason” within 24 months following a “change in control,” outstanding RSUs and target PSUs would have received automatic full vesting acceleration on the termination date, which is reflected in the amounts in Column B for all NEOs. |

  213. Potential Payments as of December 31, 2023

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 93 |

  214. Potential Payments as of December 31, 2023

    | • | 2021 LTIP: Per terms of the award agreement for 2021 LTIP PSUs (and the termination provisions in Mr. Furman’s employment agreement), in the event of termination without “cause” (or “good cause”) or resignation for “good reason” within 24 months following a “change in control,” the outstanding PSUs under the award as of December 31, 2023 would not have received automatic vesting acceleration. However, the HCC Committee has the discretion to determine the treatment of PSUs upon a “change in control,” including, without limitation, the following: (i) deem the performance conditions relating to all or a portion of the unvested PSUs to be attained; (ii) without regard to whether the PSUs are assumed or substituted by a successor company, accelerate the time-based vesting of all or a portion of the earned performance shares. The amounts in Column B for Mr. Hess, Ms. Gebauer, Mr. Garrard and Mr. Furman reflect the value of outstanding 2021 LTIP PSUs (assuming actual performance determined for the award) that could have received full vesting acceleration at the HCC Committee’s discretion. |

  215. Potential Payments as of December 31, 2023

    | • | Other RSU Awards: |

  216. Potential Payments as of December 31, 2023

    | (O) Mr. Krasner — The amount in Column B reflects the value of outstanding RSUs under his sign-on equity award that, pursuant to the terms of his offer letter, in the event of a Qualifying Termination (and whether or not a “change in control” occurs), the Company would (i) accelerate the vesting of at the time of his termination, subject to the approval of the HCC Committee; or, in the absence of such approval, (ii) pay him the cash value of based on the share price on the date of his termination. |

  217. Potential Payments as of December 31, 2023

    | (O) Ms. Gebauer and Mr. Garrard — The amounts in Column B for Ms. Gebauer and Mr. Garrard reflect the value of outstanding RSUs under the special RSU award, granted to both NEOs in 2023 with respect to 2022 performance, that pursuant to the terms of the respective award agreement, would have received automatic full vesting treatment at the termination date in this scenario. |

  218. Potential Payments as of December 31, 2023

    Retirement (Column C) Mr. Hess, Ms. Gebauer and Mr. Garrard would be eligible for retirement treatment of their outstanding equity awards per terms of the respective programs. In the event of the executive’s termination of service on December 31, 2023 and prior to the vesting date due to a “qualifying retirement” (as defined in the applicable award agreements), the RSUs and earned PSUs granted under 2022 LTIP and 2021 LTIP will vest on the respective vesting date, subject to the executive’s compliance with the restrictive covenants and other obligations contemplated in the applicable award agreement. For Mr. Hess and Ms. Gebauer, the RSUs and PSUs granted under the 2023 LTIP would be forfeited as the one-year minimum service requirement would not have been met as of the termination date. Per Mr. Garrard’s enhanced termination provisions, the one-year minimum service requirement is not applicable his 2023 LTIP award and accordingly, the RSUs and earned PSUs granted under his 2023 LTIP award will continue to vest on the respective vesting date. The amounts shown in Column C of the above table are intended to reflect the potential value of outstanding equity awards that each NEO could receive on the respective vesting date for each award, in accordance with retirement treatment (and the enhanced termination provisions for Mr. Garrard), and are based on the following assumptions: (i) target performance for the 2023 LTIP PSUs granted to Mr. Garrard and for the 2022 LTIP PSUs granted to Mr. Hess, Ms. Gebauer and Mr. Garrard and (ii) actual performance determined for the 2021 LTIP PSUs. Note that while the values related to the 2023 and 2022 LTIP PSUs have been estimated at target for purposes of the above table, the actual number of PSUs earned under this award may differ and would be determined following the end of the performance period based on the applicable performance criteria. Death / Disability (Column D)

  219. Potential Payments as of December 31, 2023

    | • | 2023 LTIP and 2022 LTIP: RSUs granted under 2023 and 2022 LTIP would receive automatic full vesting acceleration on the date of termination in this scenario, per terms of the respective award agreement. Earned PSUs granted under 2023 LTIP and 2022 LTIP will continue to vest on the original vesting date in this scenario, per terms of the award agreement. The amounts shown in Column D for all NEOs are intended to reflect the potential value of outstanding PSUs under 2023 and 2022 LTIP that each NEO could receive on the original vesting date, assuming target performance. |

  220. Potential Payments as of December 31, 2023

    | 94 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  221. Potential Payments as of December 31, 2023

    | • | 2021 LTIP: For outstanding PSUs granted under 2021 LTIP, the amounts in Column D: (i) for Mr. Hess, Ms. Gebauer and Mr. Furman, reflect the potential value of outstanding earned 2021 LTIP PSUs that could have received full vesting acceleration at the HCC Committee’s discretion and (ii) for Mr. Garrard, reflect the potential value of outstanding earned 2021 LTIP PSUs that would continue to vest on the original vesting date, per the terms of his enhanced termination provisions. |

  222. Potential Payments as of December 31, 2023

    | • | Other RSU Awards: |

  223. Potential Payments as of December 31, 2023

    | (O) Mr. Krasner — The amount in Column D reflects the value of outstanding RSUs under his sign-on equity award that could have received full vesting acceleration in this scenario at the HCC Committee’s discretion. |

  224. Potential Payments as of December 31, 2023

    | (O) Ms. Gebauer and Mr. Garrard — The amounts in Column D for Ms. Gebauer and Mr. Garrard reflect the value of outstanding RSUs under the special RSU award, granted to both NEOs in 2023 with respect to 2022 performance, that pursuant to the terms of the respective award agreement, would have received automatic full vesting treatment at the termination date in this scenario. |

  225. Potential Payments as of December 31, 2023

    All Other Termination Scenarios In all other termination scenarios, outstanding RSUs and PSUs would not receive automatic vesting acceleration per the terms of the applicable award agreements.

  226. 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, 2023” 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 2023 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, 2023 in the event of early retirement, death or disability is shown in the following table.

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

    | Total Present Value as of December 31, 2023 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 | 1,896,327 | (4,123) | 1,600,354 | (300,096) | 1,767,787 | (132,663) | | | Towers Watson SERP | 3,395,978 | 146,930 | 3,396,286 | 147,238 | 2,607,230 | (641,818) | | | Disability | — | — | — | — | 1,147,432 | 1,147,432 | | | Total | 5,292,305 | 142,807 | 4,996,640 | (152,858) | 5,522,449 | 372,951 | | Andrew Krasner | WTW Pension Plan | 43,923 | (797) | 41,781 | (2,939) | 383,118 | 338,398 | | | Disability | — | — | — | — | 4,029,732 | 4,029,732 | | | Total | 43,923 | (797) | 41,781 | (2,939) | 4,412,850 | 4,368,130 | | Julie Gebauer | WTW Pension Plan | 1,807,814 | 7,272 | 1,133,394 | (667,148) | 1,744,671 | (55,871) | | | Towers Watson SERP | 5,027,793 | (303,768) | 5,027,793 | (303,768) | 4,334,437 | (997,123) | | | Disability | — | — | — | — | 1,148,963 | 1,148,963 | | | Total | 6,835,607 | (296,496) | 6,161,187 | (970,915) | 7,228,071 | 95,969 | | Matthew Furman | WTW Pension Plan | 151,654 | (1,292) | 144,012 | (8,934) | 442,750 | 289,804 | | | Disability | — | — | — | — | 2,944,746 | 2,944,746 | | | Total | 151,654 | (1,292) | 144,012 | (8,934) | 3,387,496 | 3,234,550 |

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

    | (1) 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 |

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

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 95 |

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

    | Table is lower than the early retirement factors at which benefits are reduced to the early retirement age. The increase for early 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. |

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

    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.

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

    | (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. |

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

    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

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

    | 96 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

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

    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.

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

    | (3) 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 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. |

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

    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.

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

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 97 |

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

    (continued)

  240. 2023 Pay Versus Performance

    2023 Pay Versus Performance The following table and supporting narrative contain information regarding “compensation actually paid” to our NEOs and the relationship to company performance.

  241. Pay Versus Performance Table

    Pay Versus Performance Table

  242. Pay Versus Performance Table

    | | | 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 $100 Investment on December 31, 2019 Based On: | | Net Income ($) (6) | Adjusted Net Revenue ($) (7) | | Year | Summary Compensation Table Total for PEO 1 (Hess) ($) (1) | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (5) | | | | 2023 | 12,668,832 | 17,266,044 | N/A | N/A | 3,186,370 | 3,309,249 | 126 | 137 | 1,055 | 9,466 | | 2022 | 10,728,900 | 11,413,081 | N/A | N/A | 2,777,755 | 3,077,416 | 126 | 118 | 1,009 | 8,824 | | 2021 | N/A | N/A | 20,337,292 | 14,552,522 | 3,678,933 | 2,107,221 | 121 | 132 | 4,222 | 8,985 | | 2020 | N/A | N/A | 20,732,005 | 18,765,840 | 3,993,331 | 3,023,132 | 106 | 107 | 996 | 8,378 |

  243. Pay Versus Performance Table

    Notes:

  244. Pay Versus Performance Table

    | (1) Reflects compensation for our Chief Executive Officer, Mr. Hess, who served as our Principal Executive Officer (PEO) in 2022 and 2023. |

  245. Pay Versus Performance Table

    | (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). |

  246. Pay Versus Performance Table

    | (3) Reflects compensation for our former Chief Executive Officer, Mr. Haley, who served as our PEO in 2021 and 2020. |

  247. Pay Versus Performance Table

    | (4) Reflects compensation for the following non-PEO NEOs: |

  248. Pay Versus Performance Table

    | • | 2023 and 2022 : Mr. Krasner, Ms. Gebauer, Mr. Garrard and Mr. Furman |

  249. Pay Versus Performance Table

    | • | 2021 : Mr. Krasner, Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Furman |

  250. Pay Versus Performance Table

    | • | 2020 : Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Wickes |

  251. Pay Versus Performance Table

    | (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: |

  252. Pay Versus Performance Table

    | • | 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, Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group. |

  253. Pay Versus Performance Table

    | • | 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. |

  254. Pay Versus Performance Table

    The only change in the peer group between 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 and 2023, given no data for Nielsen Holdings plc is available.

  255. Pay Versus Performance Table

    | 98 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  256. Pay Versus Performance Table

    (continued)

  257. Pay Versus Performance Table

    | (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. |

  258. Pay Versus Performance Table

    | (7) Adjusted Net Revenue, reported in millions, has been designated as the “Company-Selected Measure” for 2023, in accordance with SEC rules. Adjusted Net Revenue, which is a non-GAAP measure, is the Company’s reported revenue on a U.S. GAAP basis for the fiscal year ended December 31, 2023, excluding the impact of acquisitions during the same period. |

  259. Pay Versus Performance Table

    | (8) The following adjustments were made to Summary Compensation Table total compensation to determine “compensation actually paid” for our NEOs: |

  260. Pay Versus Performance Table

    | | 2023 | | | Adjustments | PEO ($) | Other NEO Average ($) | | Summary Compensation Table Total | 12,668,832 | 3,186,370 | | Deduction for amount reported in “Share Awards” column of the Summary Compensation Table | (8,499,764) | (1,336,766) | | Addition of fair value at fiscal year (FY) end, of equity awards granted during the FY that remained outstanding (a) | 11,799,950 | 1,820,795 | | Addition or deduction of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding (a) | 1,285,381 | (76,705) | | Deduction of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY (a) | (112,103) | (327,380) | | Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award | 244,558 | 43,719 | | Deduction for values reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table | (156,923) | (15,329) | | Addition for the Service Cost attributable to services rendered during the FY (b) | 36,113 | 14,545 | | Compensation Actually Paid | 17,266,044 | 3,309,249 |

  261. Pay Versus Performance Table

    | (a) The equity awards included above comprise PSUs and RSUs granted from 2020 through 2023. The fair values of the equity awards were calculated using valuation assumptions that materially differ from those disclosed at the time 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. |

  262. Pay Versus Performance Table

    | (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, 2023. The table below provides a limited summary of the assumptions used to determine service costs for the purposes of “compensation actually paid”: |

  263. Pay Versus Performance Table

    | Year | Effective Discount Rate | Assumed Salary Increase Rate | | 2023 | 5.48% | 4.25% |

  264. 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 and 2023 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

  265. Compensation Actually Paid Versus Company Performance

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 99 |

  266. Compensation Actually Paid Versus Company Performance

    (continued) 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. Compensation Actually Paid Versus Company and Peer TSR Compensation Actually Paid Versus GAAP Net Income

  267. Compensation Actually Paid Versus Company Performance

    | 100 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  268. Compensation Actually Paid Versus Company Performance

    (continued) Compensation Actually Paid Versus Adjusted Net Revenue

  269. 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.

  270. 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 $49,706. Our CEO’s compensation as reported in the Summary Compensation Table was $12,668,832. Therefore, our estimate of CEO pay to median employee pay is 255:1. 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.

  271. Methodology and Pay Ratio

    | 102 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  272. Methodology and Pay Ratio

    Proposal No. 4: Renew the Board’s Existing 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 2023 AGM will expire on November 17, 2024. We are presenting this Proposal No. 4 to renew the Board’s authority to issue our authorized shares on the terms set forth below. We understand that 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 20,451,554 ordinary shares (being equivalent to approximately 20% of the Company’s issued ordinary share capital as of March 25, 2024 (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 renewed, 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 $6,230.26 (being equivalent to 20,451,554 ordinary shares or approximately 20% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 25, 2024 (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 renew the Board’s existing authority to issue new ordinary or preferred shares for issuances up to 20% of the Company’s outstanding share capital.

  273. Methodology and Pay Ratio

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 103 |

  274. Methodology and Pay Ratio

    Proposal No. 5: Renew the Board’s 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 17, 2024, we are presenting this Proposal No. 6 to renew the Board’s authority to opt out of the pre-emption right on the terms set forth below. We understand that 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 5% of a company’s issued ordinary share capital (with the possibility of issuing the equivalent of 5% of the company’s issued ordinary share capital provided the company uses it only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issuance, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue) bringing the total acceptable limit to the equivalent of 10% of the company’s issued ordinary share capital. 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. Renewal of 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);

  275. Methodology and Pay Ratio

    | 104 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY |

  276. Methodology and Pay Ratio

    Proposal No. 5: Renew the Board’s Authority to Opt Out of Statutory Pre-emption Rights under Irish Law (continued) (b) the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of $3,115.13 (10,225,777 shares) (being equivalent to approximately 10% of the aggregate nominal value of the issued ordinary share capital of the Company as of March 25, 2024 (the latest practicable date before this Proxy Statement)) provided that, with respect to 5,112,888 of such shares, (being equivalent to approximately 5% of the aggregate nominal value of the issued ordinary share capital), such allotment must be for the purposes referred to in the proxy statement; and (c) 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 renew the Board’s existing authority to opt out of statutory pre-emption rights under Irish law.

  277. Methodology and Pay Ratio

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 105 |

  278. Methodology and Pay Ratio

    Additional Information

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

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

  280. 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) | 1,531 | * | | Fumbi Chima (3) | 2,308 | * | | Stephen Chipman (3) | 955 | * | | Michael Hammond (3) | 1,531 | * | | Carl Hess (4) | 62,124 | * | | Jacqueline Hunt (3) | 955 | * | | Paul Reilly (3) (5) | 1,316 | * | | Michelle Swanback (3) | 1,531 | * | | Paul Thomas (3) | 13,030 | * | | Fredric Tomczyk (3) | 955 | * | | Matthew Furman (6) | 29,854 | * | | Adam Garrard (7) | 9,579 | * | | Julie Gebauer (8) | 66,810 | * | | Andrew Krasner (9) | 5,133 | * | | All of our Current Directors, Director Nominees, Named Executive Officers and Other Executive Officers (19 persons) (10) | 220,390 | * |

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

    | * Less than 1%. |

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

    | (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. |

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

    | (2) The number of shares for which the directors and executive officers are deemed to have a beneficial interest includes shares underlying options that will be exercisable and/or RSUs that will vest on or before May 24, 2024 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. |

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

    | (3) The beneficial ownership of each of the non-employee directors includes time-based RSUs that vest on May 17, 2024 as follows: the ownership of each of Dame Inga Beale, Mr. Chipman, Mr. Hammond, Ms. Hunt, Mr. Reilly, Ms. Swanback and Mr. Tomczyk includes 881 time-based RSUs; Ms. Chima’s ownership includes 1,432 time-based RSUs; and Mr. Thomas’s ownership includes 1,322 time-based RSUs. |

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

    | (4) Mr. Hess’s beneficial ownership includes 5,497 time-based RSUs that vest on April 1, 2024. |

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

    | (5) Mr. Reilly’s beneficial ownership includes 48 shares indirectly held through a revocable trust. |

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

    | (6) Mr. Furman’s beneficial ownership includes 638 time-based RSUs that vest on April 1, 2024. |

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

    | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | 107 |

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

    | (7) Mr. Garrard’s beneficial ownership includes 1,265 time-based RSUs that vest on April 1, 2024. |

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

    | (8) Ms. Gebauer’s beneficial ownership includes 1,292 time-based RSUs that vest on April 1, 2024 and 1,068 shares indirectly held through irrevocable family trusts. |

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

    | (9) Mr. Krasner’s beneficial ownership includes 1,155 time-based RSUs that vest on April 1, 2024 and 4,170 shares indirectly held through a revocable trust. |

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

    | (10) Includes 2,840 ordinary shares that all named executive officers 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 25, 2024 (i.e., May 24, 2024). Beneficial ownership does not include the number of PSUs that will become eligible to vest on April 1, 2024 for four executive officers, pursuant to the satisfaction of underlying performance-based requirements, or the number of ordinary shares issuable pursuant to the dividend equivalent right under the terms of their award agreements. The maximum number of PSUs eligible to be earned that are not reflected in the table is 3,285 in the aggregate. |