UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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Willis Towers Watson Public Limited Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2019 Year-End Proxy Statement Willis Towers Watson Public Limited Company

Notice of Annual General Meeting of Shareholders

We are pleased to invite you to join Willis Towers Watson Public Limited Company’s 2020 Annual General Meeting of Shareholders.

Items of business:

Who can vote:

How to vote:

Attending the meeting:

Date of mailing:

Whether or not you plan participate in the Annual General Meeting of Shareholders in persons, your vote is important. We urge you to participate in deciding the items on the agenda and to read this Proxy Statement and accompanying materials for additional information concerning the matters to be considered at this meeting. Shareholders present at the meeting will have an opportunity to ask questions regarding the Irish Statutory Accounts and related reports to the representatives of our independent auditors. The only matters that will be addressed at the Annual General Meeting of Shareholders will be the items of business on the agenda included in this Proxy Statement. Matters relating to the Company’s pending transaction with Aon plc (“Aon”) will be addressed at a separate meeting. See the Company’s filings with the SEC for more information as it becomes available.

On behalf of the Board of Directors,

Nicole Napolitano

Company Secretary & General Counsel, Corporate Governance

April 27, 2020

Important Notice Regarding the Availability of Proxy Materials for the Company’s Annual General Meeting of Shareholders to be held on June 10, 2020. This Proxy Statement, the Company’s Annual Report on Form 10-K and the Irish Statutory Accounts are available at www.proxyvote.com.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proxy Statement Highlights

The below provides an overview of each of the proposals being presented at the Company’s 2020 Annual General Meeting of Shareholders. For more complete information, please review the respective proposals in their entirety.

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Table of Contents

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Proposal No. 1: Elect Directors

Willis Towers Watson Public Limited Company was formed on January 4, 2016 upon completion of the merger (the “Merger”) between Willis Group Holdings Public Limited Company (“legacy Willis Group”) and Towers Watson & Co. (“legacy Towers Watson”). We are a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. We have more than 45,000 employees and service clients in more than 140 countries and territories. In this Proxy Statement, we refer to Willis Towers Watson as the “Company,” “we” and “our.”

Our Board of Directors (the “Board”) is responsible for overseeing our global business in a manner consistent with its fiduciary duties. This oversight requires highly skilled individuals with various qualities, attributes and professional experience. The Corporate Governance and Nominating Committee (the “Governance Committee”) continuously assesses the Board’s size and composition to determine if it is effective and represents the long-term interests of shareholders.

As discussed further below, the Governance Committee believes that the slate of nominees as a whole reflects the collective knowledge, integrity, reputation and leadership abilities, and the diversity of skills and experience and attributes that are appropriate for the Company’s governance. At the Governance Committee’s recommendation, the Board has nominated all current directors to hold office until the next Annual General Meeting of Shareholders unless they are removed or resign before that meeting.

The Board unanimously recommends a vote “FOR” the election of each of the directors.

Required Vote

Our directors are elected by way of separate resolutions, each of which requires the affirmative vote of a majority of the votes cast by shareholders at the Annual General Meeting of Shareholders, and hold office until the next Annual General Meeting of Shareholders unless they are removed or resign before that meeting. Any nominee for director who does not receive a majority of the votes cast is not elected to the Board.

Diversity

We are committed to maintaining diversity on our Board as provided in our Corporate Governance Guidelines. Both the Board and the Governance Committee believe that Board diversity is important to ensure a balanced Board with a rounded perspective. Diversity is broadly interpreted by the Board to include viewpoints, background, experience, industry knowledge and geography, as well as more traditional characteristics of diversity, such as race and gender. We believe that our commitment is demonstrated by the current composition of our Board and the varied backgrounds and skill sets of our current directors and nominees:

Board Evaluation Process

The Governance Committee considers the Board’s size, composition and effectiveness throughout the year. This includes a robust and constructive annual evaluation process, which the Board recognizes is an essential component of good corporate governance and Board effectiveness.

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Proposal No. 1: Elect Directors (continued)

The Governance Committee oversees the process and format of the evaluations of the Board and its Committees. As the process is dynamic, the format may change from year-to-year at the discretion of the Governance Committee to ensure that honest and actionable feedback is solicited and obtained from the directors. As the Board manages evolving expectations for how boards should meet their oversight duties and assess their own performance, the format of the evaluations may vary from written questionnaires analyzed by the office of the Corporate Secretary to interviews by the Governance Committee Chairman or a third-party facilitator.

The multi-step evaluation process set forth below aims to generate robust comments and discussion at all levels of the Board and each Committee, with topics ranging from Board composition to processes to materials:

The evaluation process has resulted in enhancements or changes to, among other things, meeting materials, meeting topics, meeting structure, committee structure and composition and the evaluation process itself.

Qualifications

When recommending an individual for new or continued membership on the Board, the Governance Committee considers each nominee’s individual qualifications in light of the overall mix of attributes represented on the Board, and the Company’s current and future needs. In its assessment of each nominee, the Governance Committee considers, at a minimum, the person’s integrity, experience, reputation, judgment, independence, maturity, skills and personality, commitment and, for current directors, his or her performance on the Board and its Committees. Extensive knowledge of our business and industry is also a key quality for directors. The Governance Committee believes each of the director nominees possesses extensive knowledge of the Company’s business and industry, which uniquely positions each of them to oversee the Company’s long-term strategy.

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Proposal No. 1: Elect Directors (continued)

The Governance Committee also considers each director’s ability to devote the time and effort necessary to fulfill responsibilities to the Company and, for current directors, whether each director has attended at least 75% of the aggregate of the total number of meetings held by the Board and any committee on which he or she served. In 2019, all directors satisfied these criteria.

The Governance Committee believes service on other public or private boards in markets around the world also enhances a director’s knowledge and board experience. It considers the experience of a director on other boards and board committees in both nomination decisions and in recommending the membership slate for each of the Company’s Board Committees.

The Governance Committee believes that leadership experience, including through employment as CEO of a public company or membership on the board of directors of a public company, is important to the Board’s ability to oversee management. Additionally, because of the Company’s global reach, international experience or knowledge of or experience in a key geographic area is important. In light of its public and global nature (including conducting business in different countries and currencies), the Company also seeks a high level of financial literacy and experience for the Board and its Committees. As the Company’s business also requires continuous compliance with the regulatory requirements of various agencies, legal or governmental expertise is helpful. The Governance Committee also believes that the Company distinguishes itself from its competitors through marketing and, as a result, a strong marketing perspective is also beneficial.

The Board evaluates each director nominee and each director’s continued service on the Board, based on his or her own merits, knowledge, experience and attributes. For this reason, the Board has not adopted a mandatory retirement age as it believes that doing so might hinder the selection or continued service of a director who would serve as an asset to the Board.

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

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Corporate Governance

The Company believes good governance is critical to achieving long-term shareholder value. We are committed to governance policies and practices that serve the long-term interests of the Company and its shareholders.

Corporate Governance Highlights

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Corporate Governance (continued)

Board and Committee Member Independence

Based on the recommendation of the Governance Committee, the Board has determined that, with the exception of Mr. Haley, (i) each of the current directors and director nominees shown above and (ii) each of the Board Committee members is independent under the relevant SEC rules, NASDAQ listing standards and the Board’s Director Independence Standards. The Board’s Director Independence Standards are part of the Company’s Corporate Governance Guidelines, which were adopted by the Board and which comply with the requirements of NASDAQ listing standards.

As discussed above, each director has significant experience and affiliations with other organizations that bring relevant expertise to the oversight of the Company. In evaluating the independence of each director, the Governance Committee considered that, in the ordinary course of business, the Company provides services (such as insurance broking or consulting services) to, receives services from, or provides charitable donations to, certain organizations affiliated with the directors by virtue of their directorship, employment status or share ownership. In addition, in the ordinary course of business and on an arm’s-length basis, certain directors receive broking services from the Company on a personal basis. The Governance Committee determined that, in all of the above cases, the transactions do not impair the relevant director’s independence under the applicable SEC rules, NASDAQ listing standards or the Board’s Director Independence Standards.

Board Meetings and Attendance

The Board met formally 12 times in 2019. Additionally, the Board met informally with management on several occasions during the course of the year to discuss, among other things, strategic, operational and management issues. All directors standing for re-election attended at least 75% of the aggregate of the total number of Board meetings and of any Committee on which they served in 2019.

The independent directors held separate executive sessions without management either before or after each of the Board’s regularly scheduled meetings in 2019. The Non-Executive Chairman of the Board chaired each executive session. Neither the CEO nor any member of management at any level attends the executive sessions of the independent directors unless invited to discuss a particular matter.

All directors are expected to make every effort to attend each Annual General Meeting of Shareholders. All directors standing for re-election participated in the 2019 Annual General Meeting of Shareholders.

Board Leadership Structure

As noted above, the members and chairs of each of the Board Committees are independent based on SEC, NASDAQ and governance standards. As a result, independent directors directly oversee such critical matters as the compensation policy for executive officers, nomination and corporate governance practices, and the integrity of financial statements and internal controls over financial reporting.

The Board has determined that the Company and its shareholders are currently best served by having the roles of Chairman and CEO undertaken by different individuals. In the event they are not, the Corporate Governance Guidelines provide for the appointment of a Presiding Independent Director.

Mr. Ganzi served as the Independent Non-Executive Chairman of the Board from January 1, 2019 through December 31, 2019 and was re-elected by the Board to serve for an additional one-year term. Pursuant to the Company’s Corporate Governance Guidelines, the Non-Executive Chairman:

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Corporate Governance (continued)

Director Orientation and Continuing Education

Director Orientation: Our robust orientation program familiarizes new directors with the Company’s businesses, strategies and policies, and assists new directors in developing company and industry knowledge to optimize their service on the Board. The orientation also provides new directors with an understanding of their fiduciary duties and other requirements associated with serving on the Board of an Irish-domiciled company with shares listed on NASDAQ.

Continuing Education: Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities. These programs may include internally developed materials and presentations, programs presented by third parties, and financial and administrative support to attending qualifying academic or other independent programs.

Willis Towers Watson Board Committees

Critical matters such as the compensation policy for executive officers, nomination and corporate governance practices, and the integrity of financial statements and internal controls over financial reporting, and enterprise-wide risk management are overseen by the Board and its Committees, which are comprised solely of independent directors.

The Board Committees, members and a description of each Committee’s function are set forth below in further detail. Our Corporate Governance Guidelines and all Board Committee Charters can be found in the “Investor Relations — Corporate Governance” section of our website at www.willistowerswatson.com. Copies are also available free of charge on request from the Company Secretary.

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Corporate Governance (continued)

Board Committee Slates

The current Board Committees are comprised as follows:

General Description of Board Committee Responsibilities

The Audit Committee generally assists the Board with overseeing the following:

The Audit Committee provides an avenue for communication among internal audit, the independent auditors, management and the Board. The members of management that join the Committee meetings include, among others, the Chief Financial Officer, the Group Controller, General Counsel as well as Heads of Internal Audit, Compliance and Risk. In addition, the Audit Committee discusses with management and, if appropriate, the independent auditors, matters such as the guidelines and policies governing the process by which senior management and the relevant departments of the Company assess and manage the Company’s exposure to risk relating to audit, financial disclosure, tax matters, pension matters and foreign exchange hedging. With respect to compliance, the Audit Committee discusses with the Chief Compliance Officer the compliance and regulatory risks of the Company, and receives a report outlining the main

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Corporate Governance (continued)

activities of the compliance function, material regulatory interactions review, progress against the annual compliance plan and the adequacy of resources. The Committee also discusses with the General Counsel any significant legal matters that may have a material effect on the Company.

Mr. O’Neill is an independent audit committee financial expert, as defined by Regulation S-K, and all Audit Committee members are financially sophisticated under NASDAQ listing standards in light of their financial experience. In 2019, the Audit Committee met formally four times. In addition to holding formal meetings, the Committee members met informally during the course of the year to discuss and review financial matters related to the Company and its SEC filings (including earnings releases). The Committee also frequently meets in executive sessions, including separate meetings with management, the internal auditors and external auditors.

The Risk Committee generally assists the Board with the following:

The Risk Committee’s focus on risk includes, among other items, business, strategic, operational, regulatory, major financial risk exposures and the steps management has taken to monitor and control such risks, including cybersecurity risks (it being acknowledged that other Board Committees have responsibility with respect to the oversight of audit, compensation and human capital, and governance risks, as set forth in their Charters). In 2019, the Risk Committee met formally four times. After regularly scheduled meetings, the Committee also met in executive session. The members of management that join the Committee meetings, include the General Counsel, the Chief Financial Officer and the Heads of Risk, Compliance and Internal Audit.

The Compensation Committee generally assists the Board with the following:

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Corporate Governance (continued)

In 2019, the Compensation Committee met formally four times. In addition to holding formal meetings, the Committee members met informally during the course of the year to discuss compensation-related matters and acted from time to time by unanimous written consent. After regularly scheduled meetings, the Committee also met in executive session, which included meetings with the compensation consultant.

The Corporate Governance and Nominating Committee generally assists the Board with the following:

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Corporate Governance (continued)

The Governance Committee believes in fostering strong governance practices and, from time to time, reviews governance principles set out by investors or other outside groups. As a general matter, we believe that we satisfy, where applicable, all or substantially all of the applicable principles set forth by a group of leading executives and investors in the 2016 “Commonsense Principles of Corporate Governance” as well as the updated 2018 “Commonsense Principles of Corporate Governance 2.0” and the 2018 “Investor Stewardship Corporate Governance Principles.”

In 2019, the Governance Committee met formally four times. After each regularly scheduled meeting, the Governance Committee also met in executive session. In addition to holding formal meetings, the Committee members also met informally during the course of the year to discuss governance-related matters.

CEO Succession Planning

In 2019, the Board, acting through the Governance Committee, was actively engaged in succession planning with the announcement that the CEO was originally scheduled to retire at the end of 2020. There was a formal process where management engaged a third party to help assess the experience and attributes of potential candidates. The Committee met with the CEO and the Chief Human Resources Officer on a regular basis to discuss the process and candidate ideas and progress. The full Board regularly received updates and discussed the process. This search has been put on hold pending the transaction with Aon.

Director Nomination and Selection Process

The Governance Committee identifies potential director nominees by preparing a candidate profile based upon the current Board’s strengths and needs, including based on the Company’s strategy and goals for the future, and through a variety of sources, including by engaging search firms or utilizing the professional

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Corporate Governance (continued)

networks of the Board and senior management. Nominees must meet minimum qualification standards with respect to a variety of criteria including integrity, reputation, judgment, knowledge, experience, maturity, skills and personality, commitment and independence. The Governance Committee may also take into consideration additional factors that it may deem appropriate, which may include diversity, experience with business and other organizations, the interplay of the candidate’s experience with the experience of other Board members and the extent to which the candidate would be a desirable addition to the Board and any committee thereof.

With feedback from the Board members, members of the Governance Committee initiate contact with preferred candidates and, following feedback from interviews conducted by Governance Committee and Board members, recommend candidates to join the Board. The Governance Committee has the authority to retain a search firm to assist with this process. The Governance Committee considers candidates nominated by shareholders and ensures that such nominees are given appropriate consideration in the same manner as other candidates. Recommendations may be submitted to any member of the Governance Committee pursuant to the procedures set forth below under “Communications with Shareholders and Other Constituencies” by writing to the Company Secretary at corporatesecretary@willistowerswatson.com.

The Board’s Role in Risk Oversight

The Company’s management is responsible for the day-to-day management of risks and the Board, including through its Committees, is responsible for understanding and overseeing the various risks facing the Company. Effective risk oversight is an important priority of the Board.

The Board implements its risk oversight function both as a whole and through delegation to its Committees, which meet regularly and report back to the Board. To ensure that the Board executes on its priority with an appropriate focus on risk generally, it separated the Risk Committee from the Audit Committee in 2018. The Board has delegated to the Risk Committee, through its Charter, the primary responsibility of assisting the Board in its oversight of the framework, policies and practices used by the Company to identify, assess and manage key strategic and operational risks facing the Company, including risks relating to information security, errors and omissions and conflicts of interest. The Board has also delegated to its other Committees the oversight of risks within their areas of responsibility and expertise. For information on the Board Committees, their responsibilities and areas of risk oversight, see the section above entitled “— General Description of Board Committee Responsibilities.”

In addition, an overall review of risk is inherent in the Board’s consideration of the Company’s long-term strategies and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters. The Company believes that its Board leadership and Committee structure supports the risk oversight function of the Board. Moreover, the Board’s role in risk oversight of the Company is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its Committees providing oversight in connection with those efforts. Management regularly communicates with the Board, its Committees and individual directors about significant risks identified and how they are being managed. The Board also oversees management’s crisis preparedness plan and the execution of any such plan if needed.

To learn more about risks facing the Company, you can review the factors included in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 as updated by subsequent filings by the Company with the SEC. The risks described in such filings are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.

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Corporate Governance (continued)

Environmental, Social and Governance (“ESG”) Oversight and Activities

In 2019, the Company formed a cross-functional management committee to coordinate and communicate on the Company’s ESG initiatives. Information on our ESG commitments and the various ESG-related awards we have received is available on our website at https://www.willistowerswatson.com/en-US/About-Us/environmental-social-and-governance, which information is not part of or incorporated by reference into this Proxy Statement.

With respect to Board oversight of ESG matters in general, the Board takes an approach that the most appropriate Committee should maintain oversight over a particular issue rather than concentrating all ESG initiatives into any one Committee. The Committees report to the Board as appropriate. For example:

ESG Commitments

Our clients, colleagues and other stakeholders expect us to conduct our business with integrity and in an environmentally and socially responsible manner with the highest ethical standards. We take these expectations seriously and have embraced principles that are aligned with our business priorities, are consistent with our commitment to ethical and sustainable practices and demonstrate our respect for those communities in which we operate across the globe.

Accordingly, we are committed to:

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Corporate Governance (continued)

Additionally, to reinforce our commitments, we have established our ESG Taskforce to provide central governance over our ESG efforts across the organization and to ensure our commitments are aligned with the Company’s strategic priorities. The ESG Taskforce is sponsored by our General Counsel, Chief Financial Officer and Chief Administrative Officer, and comprises representatives from across the business segments and corporate functions.

To learn more about ESG, including our 2019 TCFD Statement, visit: https://www.willistowerswatson.com/en-US/About-Us/environmental-social-and-governance. The information on, or accessible through, our website are not part of or incorporated by reference into this Proxy Statement.

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. In 2019, following a review of director compensation practices of the Company and its peers and taking into account the circumstances involved in being on an Irish-domiciled company board, the Compensation Committee’s independent compensation consultant recommended the following changes to its non-employee director compensation, which the Board determined to make:

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Corporate Governance (continued)

The following table outlines the fees paid to the non-employee directors for each term of service.

Other than the Non-Executive Chairman, whose term of service is January 1 through December 31, the term of service for the Board and its Committees runs from the date of the Annual General Meeting of Shareholders to the date of the next meeting the subsequent year.

The following table sets forth cash and other compensation paid or accrued to the non-employee directors of Willis Towers Watson during 2019.¹

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Corporate Governance (continued)

Share Ownership Guidelines

Under our share ownership guidelines, non-employee directors are required to accumulate Willis Towers Watson shares equal to five times the directors’ annual cash retainer of $125,000 (i.e., $625,000) within eight years of (i) their appointment to the board of their respective legacy company (for legacy Willis Group or legacy Towers Watson directors who serve on the Board) or (ii) their appointment to the Board. The threshold dollar amount is intended to ensure alignment with the Company’s long-term strategy and the time period is intended to attract and retain qualified new board members and candidates. Ordinary shares, deferred shares, share equivalents, RSUs and restricted shares count toward satisfying the guidelines, but options to purchase shares do not. Each director is prohibited from transferring these shares until six months after he or she leaves Board service (other than to satisfy tax obligations on the vesting/distribution of existing equity awards), but is permitted to transfer any shares in excess of this amount. If, as a result of share price decline subsequent to a non-employee director meeting the ownership requirement, the non-employee director no longer satisfies the ownership requirement, he or she is not required to buy additional shares to meet the ownership requirement. In the event a non-employee director has not met the share ownership requirement, he or she is prohibited from transferring any Willis Towers Watson shares (other than to satisfy tax obligations on the vesting/distribution of existing equity awards). In the case of financial hardship, the ownership guidelines may be waived in the discretion of the Compensation Committee until the hardship no longer applies or such other appropriate time as the Compensation Committee determines. All current non-employee directors have satisfied their share ownership requirements.

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Corporate Governance (continued)

The following table sets forth the non-employee directors’ equity ownership as of December 31, 2019.

For more information regarding the number of shares beneficially owned by each director as of March 20, 2020, see the section entitled “Additional Information — Security Ownership of Certain Beneficial Owners and Management — Directors, Director Nominees, Named Executive Officers and Other Executive Officers.”

Review and Approval of Related Person Transactions

The Company has adopted written policies and procedures governing the review and approval of transactions between the Company and any of its directors or executive officers, director nominees, any security holder who is known to the Company to own of record or beneficially more than 5% of any class of the Company’s voting securities or their immediate family members (each, a “Related Person”) to determine whether such persons have a direct or indirect material interest. The Company’s directors, director nominees and executive officers complete an annual director and officer questionnaire, which requires the disclosure of Related Person transactions. In addition, directors, director nominees and executive officers are obligated to advise the Audit Committee of any Related Person transaction of which they are aware, or become aware, and, in the event that any such transactions involve difficult or complex issues, the directors and executive officers are obligated to advise the General Counsel. Further, transactions that are determined to be directly or indirectly material to a Related Person are disclosed in the Company’s Proxy Statement or Annual Report on Form 10-K in accordance with SEC rules. The Audit Committee reviews and approves or ratifies any Related Person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related person transaction, the Audit Committee considers, among other factors it deems appropriate:

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Corporate Governance (continued)

Any member of the Audit Committee who is a Related Person with respect to a transaction under review may not participate in the deliberations or vote regarding the approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting at which the Audit Committee considers the transaction.

2019 Related Person Transactions under Item 404 of Regulation S-K

BlackRock, Inc. (“BlackRock”) filed a Schedule 13G/A with the SEC reporting that, as of December 31, 2019, BlackRock and certain of its subsidiaries were beneficial owners of more than 5% of our outstanding shares. During 2019, BlackRock Advisors (UK) provided services to Willis Group Services Limited with respect to Willis Pension Trustees Limited and the UK pensions scheme trust. BlackRock received approximately £314,071 for such services, which were provided in the ordinary course of business on an arm’s-length basis.

No other transactions are required to be disclosed under Item 404 of Regulation S-K.

Code of Conduct

We have adopted a Code of Conduct applicable to all our directors, officers and employees, including our CEO, the CFO, the Principal Accounting Officer and all those involved in the Company’s accounting functions. Our Code of Conduct can be found in the “Investor Relations — Corporate Governance” section of our website at www.willistowerswatson.com. It is also available free of charge on request from the Company Secretary at corporatesecretary@willistowerswatson.com. We intend to post on our website any amendments to, or waivers of, a provision of our Code of Conduct in accordance with Item 406 of Regulation S-K.

Communications with Shareholders and Other Constituencies

The CEO is responsible for establishing effective communications with the Company’s stakeholder groups, including shareholders, the press, analysts, clients, suppliers, governments and representatives of the communities in which it operates. It is the policy of the Company for the CEO to appoint individuals to communicate and interact fully with these stakeholders. The Chairman or another spokesperson chosen by the Board will speak for the Board when the Board determines it is appropriate for the Board to have a distinct and separate spokesperson. Often the Board will look to senior management to speak for the Company; however, the Board is also committed to engaging with shareholders to promote open and sustained dialogue in a manner consistent with the Company’s communications policies and procedures.

Non-employee directors are not precluded from communicating directly with shareholders or other constituencies about Company matters, although directors are expected to coordinate with the Chairman and senior management before doing so. An interested person may communicate with independent directors or the non-management directors as a group by writing to the Company Secretary at corporatesecretary@willistowerswatson.com. The Company Secretary will forward the communication to the director(s) to whom it is addressed.

All communications should include the following information:

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Corporate Governance (continued)

Please note that communications may be shared with Company management.

Please see the section “Additional Information — Shareholder and Other Proposals for the 2021 Annual General Meeting” at the end of this Proxy Statement for shareholders seeking to present a proposal for inclusion in the Company’s proxy materials for the 2021 Annual General Meeting of Shareholders.

Shareholder Outreach Program

The Company frequently engages with shareholders. During the spring and fall of each year, we reach out to many of our shareholders and then discuss the feedback with our Board. In each of the last three years, our bi-annual outreach has extended to shareholders holding over 60% of our shares. The purpose of year-round outreach is to foster relations with our shareholders by enhancing communications on corporate governance, executive compensation and environmental and social issues and providing our shareholders with a forum to discuss any questions they may have or voice any criticisms.

For example, over the course of the 2019 proxy season, we reached out to shareholders representing over 60% of our outstanding shares, with shareholders holding approximately 50% of our outstanding shares responding in some manner to the outreach. Our focus during our proxy season outreach is to explain the proposals included within the Proxy Statement and the rationale for the executive compensation program and corporate governance structure. Shareholders were generally supportive of the Board’s proposals, which we believe is also evidenced by the high vote last year in favor of our Say-on-Pay proposal. Our 2019 Say-on-Pay proposal to approve the NEOs’ compensation received approximately 97.7% of the votes cast in favor at the 2019 Annual General Meeting of Shareholders. In the off-season, we reached out to shareholders representing over 60% of our outstanding shares, with shareholders holding approximately 50% of our outstanding shares responding in some manner to the outreach. Our focus during our fall shareholder outreach is to provide a recap of our corporate governance structure and executive compensation program, including issues that may be relevant in the 2020 proxy season, and to highlight recent ESG initiatives and disclosures made by the Company, as set forth in the “Corporate Governance — ESG Oversight and Activities” and “Corporate Governance — ESG Commitments” sections above. We also took the opportunity to inquire about our shareholders’ ESG focus and concerns, which we found insightful. Again, our shareholders generally did not raise any fundamental concerns with our corporate governance structure, executive compensation program or ESG initiatives.

The Governance and Compensation Committees are both involved in the outreach program, in some instances with directors joining the conversations in the past. We review the results of our outreach efforts with both Committees and discuss any significant feedback, including with the full Board, as appropriate. As a result of our strong shareholder support for our compensation plans and following our outreach discussions, neither Committee made any material changes to the compensation or corporate governance structure. The Committees will continue to consider shareholder feedback, among other factors, as they evaluate the executive compensation program and corporate governance structure.

Vote Required for Special Meetings

Shareholders holding 10% of the Company’s share capital have the ability to convene a special meeting.

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Proposal No. 2: Advisory (Non-binding) Vote to Ratify the Appointment of the Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit Committee, to Fix the Independent Auditors’ Remuneration

For the fiscal year ending December 31, 2020, the Willis Towers Watson Audit Committee approved, and the Board ratified, the appointment of (i) Deloitte & Touche LLP, Independent Registered Public Accounting Firm, to audit the financial statements of Willis Towers Watson and (ii) Deloitte Ireland LLP, Independent Statutory Audit Firm, to audit the Irish Statutory Accounts of Willis Towers Watson. Deloitte & Touche LLP and Deloitte Ireland LLP are the respective U.S. and Irish member firms of the Deloitte Touche Tohmatsu Limited network. Deloitte LLP, Statutory Audit Firm, a U.K member firm of the Deloitte Touche Tohmatsu Limited network, previously audited the Irish Statutory Accounts of Willis Towers Watson. However, as a result of the U.K.’s exit from the European Union, the expiration of the transitional agreement between the countries as of December 31, 2020 will preclude Deloitte LLP, as a U.K. firm, from completing audits of Irish financial statements beyond 2020. Therefore, the Board has selected Deloitte Ireland LLP to audit the Company’s Irish Statutory Accounts.

We are seeking ratification of both of these appointments in a non-binding advisory vote from our shareholders at the 2020 Annual General Meeting of Shareholders. We are not required to have our shareholders ratify the appointments of our independent auditors, but we are nonetheless doing so because we believe it to be a matter of good corporate governance practice. If our shareholders do not ratify the appointments, it will be regarded as notice to the Board and the Audit Committee to consider selecting different firms. Even if the appointments are ratified, the Audit Committee may select different independent auditors at any time if it determines that such selections would be in the best interest of Willis Towers Watson and our shareholders.

The Board unanimously recommends that you vote, on a non-binding advisory basis, “FOR” the ratification of the appointment of (i) Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm and (ii) Deloitte Ireland LLP as the Company’s Statutory Audit Firm for the Irish Statutory Accounts; and, on a binding basis, the authorization of the Board, acting through the Audit Committee, to fix the independent auditors’ remuneration.

A majority of the votes cast by shareholders at the 2020 Annual General Meeting of Shareholders is required for the proposals. We expect that one or more representatives of Deloitte & Touche LLP and Deloitte Ireland LLP will be present at the 2020 Annual General Meeting of Shareholders. Each of these representatives will have the opportunity to make a statement, if he or she desires, and is expected to be available to respond to appropriate questions.

The Audit Committee reviews the auditors’ independence and performance in deciding whether to retain them or engage different independent auditors. In the course of this review, the Committee considers, among other things, the auditors’:

28 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proposal No. 2: Advisory (Non-binding) Vote to Ratify the Appointment of the Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit Committee, to Fix the Independent Auditors’ Remuneration (continued)

Fees Paid to the Independent Auditors

The fees that the Company incurs for audit, audit-related, tax and other professional services reflect the complexity and scope of the Company’s operations, including:

The following fees have been, or will be, billed by Deloitte & Touche LLP or its respective affiliates for professional services rendered to Willis Towers Watson for the fiscal years ended December 31, 2019 and December 31, 2018 ($ in thousands).

Audit Committee Pre-approval Process

The Audit Committee has adopted a policy regarding the pre-approval of services provided by the Company’s independent auditors, which can be found in the “Investor Relations — Corporate Governance” section of the Company’s website at www.willistowerswatson.com. This policy requires all services provided by the Company’s independent auditors, both audit and permitted non-audit services, to be pre-approved by the (i) Audit Committee, (ii) the Chairman of the Audit Committee or (iii) in the Chairman’s absence, any other independent member of the Committee ((ii) and (iii) defined as a “designated member”). The decisions of a designated member of the Audit Committee shall be reported to the Audit Committee at its next regularly scheduled meeting.

The pre-approval of audit and permitted non-audit services may be given at any time before engagement for a specified service. Further, the policy outlines the audit and non-audit services that have been pre-approved by the Audit Committee. Pre-approval fee levels for these services to be provided by the independent auditor will be established by the Audit Committee at an annual fee meeting and pre-approved

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 29

Proposal No. 2: Advisory (Non-binding) Vote to Ratify the Appointment of the Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit Committee, to Fix the Independent Auditors’ Remuneration  (continued)

for the 12 months thereafter. All other services not listed in the policy must be specifically pre-approved by the Audit Committee or a designated member. For pre-approved services that arise between regularly scheduled Committee meetings and exceed the pre-approval fee levels set in the annual fee meeting, the Audit Committee has pre-approved an additional pre-established fee level, which is to be administered by the Controller.

The Audit Committee approved all services described in the “— Fees Paid to the Independent Auditors” section above in accordance with this policy.

Audit Committee Report

The Audit Committee is currently composed of four non-employee directors: Brendan R. O’Neill (Chairman), Anna C. Catalano, Paul D. Thomas and Wilhelm Zeller. Mr. O’Neill is an independent audit committee financial expert, as defined by Regulation S-K, and all Audit Committee members are considered to be financially sophisticated under NASDAQ listing standards in view of their respective financial expertise.

The Audit Committee operates under a Charter, which is described in detail under “Corporate Governance — Willis Towers Watson Board Committees.” Among its other responsibilities described in its Charter referenced above, the Audit Committee assists the Board in its oversight of the quality and integrity of the Company’s financial reporting, internal controls over financial reporting, financial management processes and risk management at the Company and subsidiary level as well the appointment, retention, performance and compensation of the Company’s independent auditor. The Audit Committee meets with members of management, including the Chief Financial Officer, the Group Controller, the General Counsel as well as the Heads of Internal Audit, Compliance and Risk. The Audit Committee’s focus on risk relates to major financial risk exposure, pertaining to, among other items, regulatory, audit, financial disclosure, tax matters, pension matters and foreign exchange hedging, and the steps management has taken to monitor and control such risks. Executive management is responsible for the Company’s financial statements and overall reporting process, including the system of internal controls. The independent auditors are responsible for conducting annual audits and quarterly reviews of the Company’s financial statements in accordance with auditing standards of the PCAOB and expressing an opinion as to the conformity of the annual financial statements with U.S. generally accepted accounting principles (“GAAP”). With respect to compliance, the Audit Committee discusses with the Chief Compliance Officer the compliance and regulatory risks of the Company, and receives a report outlining the main activities of the compliance function, material regulatory interactions review and progress against the annual compliance plan.

In the performance of its oversight function, the Audit Committee has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2019, with management and the independent auditors. These discussions included the quality, the clarity of the disclosures and the appropriateness of the accounting principles and underlying estimates and other communications required to be discussed under PCAOB standards. The Audit Committee has also discussed with the auditors, the auditors’ independence from Willis Towers Watson and its management, including the written disclosures and the report received from the auditors regarding the auditors’ communications with the Audit Committee concerning independence as required by the PCAOB in Rule 3526, Communication with Audit & Risk Committees Concerning Independence. The independent auditors and the Company’s internal auditors had full access to the Audit Committee, including at regular meetings without management present.

It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures. In performing their oversight function, members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Audit Committee’s considerations and

30 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Proposal No. 2: Advisory (Non-binding) Vote to Ratify the Appointment of the Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit Committee, to Fix the Independent Auditors’ Remuneration  (continued)

discussions do not assure that the audit of the Company’s financial statements has been carried out in accordance with GAAP or that the financial statements are presented in accordance with GAAP.

Based upon the review and discussions described in this report, and subject to the limitations on the role and responsibilities referred to above, the Audit Committee agreed that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC.

Submitted by the Audit Committee of the Board of Directors of Willis Towers Watson

Brendan R. O’Neill (Chairman), Anna C. Catalano, Paul D. Thomas and Wilhelm Zeller

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 31

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

Recognizing that executive compensation is an important matter for our shareholders, and in accordance with SEC rules, we are asking our shareholders to approve an advisory resolution on the compensation of our named executive officers as disclosed in this Proxy Statement.

This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation philosophy, policies and practices as described in this Proxy Statement. Although the voting results are not binding, the Board and the Compensation Committee will take into account the results of the vote when considering future executive compensation arrangements.

We encourage our shareholders to read the Compensation Discussion and Analysis, which immediately follows this proposal. The Compensation Discussion and Analysis describes in more detail our executive compensation program and related policies and practices and explains the decisions the Compensation Committee has made under this program and the factors considered in making those decisions. We also encourage our shareholders to review the 2019 Summary Compensation Table and other related compensation tables and narratives, which provide detailed information on the compensation of our named executive officers.

Accordingly, we ask our shareholders to vote “FOR” the following resolution, which requires the affirmative vote of a majority of the votes cast:

“RESOLVED, that the shareholders of Willis Towers Watson Public Limited Company approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Proxy Statement for the 2020 Annual General Meeting of Shareholders in accordance with the SEC’s rules, including in ‘Executive Compensation: Compensation Discussion and Analysis,’ ‘Compensation Tables — Summary Compensation Table’ and related tables and disclosure.”

The Board of Directors unanimously recommends a vote “FOR” the advisory (non-binding) resolution approving the overall executive compensation of Willis Towers Watson’s named executive officers, described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

32 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis

Executive Summary

Overview

The Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy and provides an overview and analysis of (i) our 2019 compensation programs and policies for our named executive officers (“NEOs”); (ii) the material compensation decisions made by the Compensation Committee under those programs and policies as reflected in the executive compensation tables that appear following this CD&A; and (iii) the material factors that the Compensation Committee considered and the process it utilized in making those decisions. The Company’s entry into the business combination agreement with Aon occurred after compensation decisions were made for 2019.

Our 2019 NEOs, as defined under applicable SEC rules, include:

2019 Business Highlights

The discussion about our financial, operational and strategic performance relates to 2019 and has not been edited to provide any update with respect to COVID-19 or our 2020 business activities or performance. During fiscal 2019, the Company delivered strong overall financial performance.¹ Certain key highlights of our financial results are described below.

Financial Results

Revenue

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Executive Compensation: Compensation Discussion and Analysis (continued)

Profitability

Long-Term Shareholder Value

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Executive Compensation: Compensation Discussion and Analysis (continued)

Capital Return to Common Shareholders

*Includes $177 payment for share cancellation related to legal settlement

The actual results for 2019 exceeded the performance objectives established for our NEOs for the year. As a result, the enterprise component of our NEOs’ 2019 STI awards paid out at 117.5% of target for the year and our NEOs’ overall awards ranged from 104.1% to 145.2% of the target award when also taking into account business segment, geography, functional and individual performance factors.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 35

Executive Compensation: Compensation Discussion and Analysis (continued)

2019 NEO Pay at a Glance

Total direct compensation awarded to our NEOs in 2019 consists of base salary, STI awards and long-term incentive (“LTI”) awards based on performance. For more information regarding other compensation earned by the NEOs in 2019, see section entitled “— Our Executive Compensation Program in Detail” and “Compensation Tables — Summary Compensation Table.”

For information regarding NEO pension benefits, see the section entitled “Executive Compensation: Compensation Discussion and Analysis — Our Executive Compensation Program in Detail — Components of the Named Executive Officers’ 2019 Compensation — Retirement and Savings Plans.”

CEO Compensation

Amended CEO Agreement (2019 – 2020) and Succession Planning

Effective January 1, 2019, the Board extended the Company’s employment agreement with Mr. Haley. This agreement, as amended (the “Amended Agreement”) extends Mr. Haley’s employment through December 31, 2020 in order to facilitate an orderly succession process in light of his planned retirement and reward Mr. Haley for his continued leadership through such time. Although the Amended Agreement contemplated Mr. Haley’s retirement at the end of 2020, his actual date of retirement is subject to change

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Executive Compensation: Compensation Discussion and Analysis (continued)

in connection with the announced agreement to combine with Aon. If the combination with Aon does not close by the end of the year, any extension of his Amended Agreement for a period after December 31, 2020, and the terms to be in effect during any such extension, would need to be agreed by the Board and Mr. Haley.

Key terms of the Amended Agreement include:

The target value of the total compensation package for Mr. Haley for 2019 and 2020 was designed to align Mr. Haley’s compensation opportunity with approximately 85% of the target pay for the CEOs of our most direct competitors, Aon and Marsh & McLennan Companies, Inc. In 2018, when designing Mr. Haley’s compensation package, the Compensation Committee and Board of Directors of the Company believed that this pay opportunity was appropriate to ensure the continuation of Mr. Haley’s services for the next two years and to support an effective succession planning process. The Compensation Committee also

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Executive Compensation: Compensation Discussion and Analysis (continued)

recognizes the continued “at-risk” structure of Mr. Haley’s compensation and believes that this positioning is appropriate for the size and scope of the organization and Mr. Haley’s long experience and prior track record as CEO.

Shareholder Outreach and Say-on-Pay Vote

The Company frequently engages with shareholders. During the spring and fall of each year, we reach out to many of our shareholders and then discuss the feedback with our Board. In each of the last three years, our bi-annual outreach has extended to shareholders holding over 60% of our shares. The purpose of year-round outreach is to foster relations with our shareholders by enhancing communications on corporate governance, executive compensation and environmental and social issues and providing our shareholders with a forum to discuss any questions they may have or voice any criticisms.

		For example, over the course of the 2019 proxy season, we reached out to shareholders representing over 60% of our outstanding shares, with shareholders holding approximately 50% of our outstanding shares responding in some manner to the outreach. Our focus during our proxy season outreach is to explain the proposals included within the Proxy Statement and the rationale for the executive compensation program and corporate governance structure. Shareholders were generally supportive of the Board’s proposals, which we believe is also evidenced by the high vote last year in favor of our Say-on-Pay proposal. Our 2019 Say-on-Pay proposal to approve the NEOs’ compensation received approximately 97.7% of the votes cast in favor at the 2019 Annual General Meeting of Shareholders.

In the off-season, we reached out to shareholders representing over 60% of our outstanding shares, with shareholders holding approximately 50% of our outstanding shares responding in some manner to the outreach. Our focus during our fall shareholder outreach is to provide a recap of our corporate governance structure and executive compensation program, including issues that may be relevant in the 2020 proxy season, and to highlight recent ESG initiatives and disclosures made by the Company, as set forth in the “Corporate Governance — ESG Oversight and Activities” and “Corporate Governance — ESG Commitments” sections above. We also took the opportunity to inquire about our shareholders’ ESG focus and concerns, which we found insightful. Again, our shareholders generally did not raise any fundamental concerns with our corporate governance structure, executive compensation program or ESG initiatives.

The Governance and Compensation Committees are both involved in the outreach program, in some instances with directors joining the conversations in the past. We review the results of our outreach efforts with both Committees and discuss any significant feedback, including with the full Board, as appropriate. As a result of our strong shareholder support for our compensation plans and following our outreach discussions, neither Committee made any material changes to the compensation or corporate governance structure. The Committees will continue to consider shareholder feedback, among other factors, as they evaluate the executive compensation program and corporate governance structure.

Summary of Our Executive Compensation Practices

The Company developed and maintains the comprehensive compensation and governance framework that is shown below and that we believe is aligned with market practices and standards.

What We Do:

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Executive Compensation: Compensation Discussion and Analysis (continued)

What We Don’t Do:

Our Executive Compensation Program in Detail

Our Pay Philosophy

The main objectives of the Company’s executive compensation program are to attract, motivate and retain highly qualified executives and align their interests with our strategy of maximizing shareholder value. In addition, the Compensation Committee believes it is important for the Company’s executive officers’ interests to be aligned with each other to drive profitable growth.

The Compensation Committee has placed an emphasis on variable pay; 91% of Mr. Haley’s target total direct compensation is performance-based and, on average, 73% of the other NEOs’ target total direct compensation is performance-based. The Compensation Committee does not have an explicit pay positioning strategy relative to market, but rather evaluates a number of factors, including role, tenure, experience, contribution and performance, among other factors, in determining appropriate target pay opportunities.

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

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 39

Executive Compensation: Compensation Discussion and Analysis (continued)

Components of the Named Executive Officers’ 2019 Compensation

Base Salary

The Compensation Committee strives to set base salary at a competitive level in the relevant markets in which its executive officers operate. The Compensation Committee does not normally grant annual merit increases to executives. In line with the Compensation Committee’s compensation philosophy, exceptional performance by the executive officers is generally rewarded through STI and/or LTI awards and not through base salaries. Adjustments to base salaries are made by the Compensation Committee to reflect changes in responsibilities or when competitive market or internal conditions warrant. Following a review of external market data and internal pay equity, effective April 1, 2019, Mr. Hess’s base salary was increased from $625,000 to $650,000.

Short-Term Incentive Compensation

STI awards are an integral component of the NEOs’ total compensation and are based on specific enterprise financial results, business segment or geography financial results or corporate function performance, and individual executive officer performance against strategic objectives. They are intended to deliver exceptional pay for exceptional performance and provide a well-timed link between recent performance and individual compensation.

40 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

Each NEO is eligible to receive an annual STI award expressed as a percentage of his or her base salary. STI target ranges for each executive officer role within the Company as described below, were originally established by the Compensation Committee in 2017 following a thorough evaluation of executive officers’ total compensation and market practices and generally reflect pre-existing STI targets. The Committee permitted certain executives, such as Mr. Gunn, to maintain STI targets outside of the ranges as a result of their existing pre-Merger arrangements. The Compensation Committee considers an executive’s total compensation when determining any change to a particular component of compensation. For the 2019 performance year, the Compensation Committee made the following adjustments to the NEOs’ STI targets: (i) Mr. Hess’s 2019 STI Target was increased from 80% to 90% of base salary and (ii) Mr. Gunn’s 2019 STI Target was decreased from 150% to 125% of base salary (at the same time his 2019 LTI Target was increased from 100% to 140% of base salary, representing a shift in his compensation toward longer-term performance goals).

The following table sets forth the STI awards paid in cash to the NEOs for the fiscal year ended December 31, 2019. The criteria upon which these awards were determined by the Committee are discussed in the sections following the table.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 41

Executive Compensation: Compensation Discussion and Analysis (continued)

2019 NEO Short-Term Incentive Compensation Award Structure

2019 STI Component Weightings

2019 STI Component Performance Measures

Enterprise Component & Business Segment/Geography Component — The financial performance metrics are defined below:

The Compensation Committee and management conduct an annual review of the appropriateness of the financial metrics for the STI awards and make adjustments, as appropriate, to reflect the Company’s objectives for the upcoming year. The above financial metrics and financial metric weightings for the enterprise and business segment/geography components are the same as those used in 2018. The Compensation Committee selected the above metrics because they believe they are key drivers of increasing the Company’s intrinsic value, including the financial strength and flexibility of cash flow and, therefore, are important components of shareholder value creation. The Compensation Committee believes adjusted net income is an appropriate short-term metric for the enterprise component because it

42 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

more closely aligns to the Company’s Merger-related objectives as it includes finance and tax charges. The Committee further believes adjusted operating income is an appropriate short-term metric for the segments and geographies because it measures cash-based operating income and encourages appropriate management of expenses.

In light of the need for an additional focus on and success in generating free cash flow, the Committee will include free cash flow as an additional STI financial metric in 2020.

In determining performance targets for 2019, the Compensation Committee considered the Company’s objectives and set challenging but achievable target levels at 100% payout to incent strong financial performance. The financial targets are based on the budget agreed upon by the Board with management. The Compensation Committee then sets the financial metric weightings by component and approves the payout grids and individual STI targets. Actual performance for each metric is measured against target performance for the enterprise and business segments or geographies and the resulting payout percentage determined using the applicable payout grid is applied to the corresponding portion of each NEO’s target annual STI award.

Each component of the annual STI award allows for potential payout opportunity of 0% — 175% of target for NEOs.

The below sections discuss the results for each of the 2019 STI components that were used to determine the NEO 2019 STI awards.

Enterprise Component

The enterprise component of 2019 STI was based 33% on enterprise total adjusted revenues performance and 67% on enterprise adjusted net income performance. For compensation purposes, the total adjusted revenues target was $8,922.4 million (which represented 7.2% growth over the Company’s 2018 total adjusted revenues) and the adjusted net income target was $1,399.9 million (which represented 10.6% growth over the Company’s 2018 adjusted net income). In addition, the Committee believed it set aggressive metrics for the maximum level of financial performance, which would be extremely difficult to obtain but which, if attained, would have contributed importantly to the creation of substantial long-term value.

For compensation purposes, the Company achieved total adjusted revenues of $9,038.6 million. Based on the interpolation of the below total adjusted revenues sliding scale, this produced a performance result of 133.7% for this portion of each of the NEOs’ STI awards. For compensation purposes, the Company achieved adjusted net income of $1,426.6 million. Based on the interpolation of the below adjusted net income sliding scale, this produced a performance result of 109.5% for this portion of each of the NEOs’ STI awards.

Based on the application of the above two scales, the blended performance result for the enterprise component performance against the total adjusted revenues and adjusted net income targets was 117.5% of target.

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 43

Executive Compensation: Compensation Discussion and Analysis (continued)

Business Segment / Geography Component

The Compensation Committee then reviewed the business segment and geography financial targets established at the beginning of 2019 versus the actual performance against those objectives. The following scales for total adjusted revenues and adjusted operating income were populated with the applicable business segment or geography financial targets.

Actual achievement and resulting blended performance results for the NEOs who were business segment or geography leaders in 2019 (i.e., Messrs. Wickes, Hess and Gunn) were as follows:

Gene Wickes, Head of Benefits Delivery & Administration

Carl Hess, Head of Investment, Risk & Reinsurance

Joseph Gunn, Head of North America

Functional Component

The Compensation Committee then reviewed functional component performance for Mr. Burwell. As noted in the STI design above, the STI award for a functional leader is based 20% on functional component

44 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

Executive Compensation: Compensation Discussion and Analysis (continued)

performance. When assessing functional performance, the Compensation Committee and Mr. Haley considered Mr. Burwell’s objectives set at the beginning of the year with respect to key performance areas in the finance function (such as clients, people and operational excellence), as well as Mr. Burwell’s overall leadership of the finance function while working towards achieving these objectives during the year. In reviewing Mr. Burwell’s leadership of the finance function, the Compensation Committee also considered how certain missed milestones contributed to the Company’s performance in 2019. As a result, the functional component performance result determined for Mr. Burwell’s 2019 STI award was 78.0% of target.

Individual Component

As reflected above, in the design of the NEOs’ STI awards, a greater emphasis was placed on financial performance rather than individual objectives. When assessing the individual performance of the NEOs, the Compensation Committee and Mr. Haley (and, in the case of Mr. Haley, solely the Compensation Committee) considered a range of specific factors for each individual, which included, among other things: overall leadership of his respective business segment, geography or function, including retention of clients, people and operational excellence, as applicable; quality of underlying financial achievement; and overall enterprise level contributions. Each NEO’s individual objectives for 2019 STI also included a demonstration of the Company’s values, including a commitment to diversity and inclusion. Also, as discussed above in “ — Executive Summary — Business Highlights,” while the Company’s 2019 financial results were largely positive, there was a decline in free cash flow; as a result, the individual component performance result for each NEO’s 2019 STI award was reduced.

With respect to Mr. Haley, the Compensation Committee also considered, among other things, Mr. Haley’s continued strong leadership of the Company during the year, including meeting revenue goals, improving margins, delivering significant adjusted EPS growth, identifying and completing the TRANZACT acquisition and delivering total shareholder return (assuming dividend reinvestment) of 34.8% for 2019. The Compensation Committee also recognized his leadership in implementing the Company’s long-term strategy project and the active efforts he put forward toward succession planning. Particularly with his expected retirement, the Committee recognized that Mr. Haley, together with the Chief Human Resources Officer, met regularly with the Governance Committee throughout 2019 as part of an active succession planning process. The Committee also considered his strengthening of his executive team and commitment to diversity and inclusion.

With respect to the other NEOs, the Compensation Committee considered, among other things, the following:

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Executive Compensation: Compensation Discussion and Analysis (continued)

Long-Term Incentive Compensation

LTI compensation is a significant element of our executive officer compensation and is granted in the form of equity awards under the Company’s 2012 Equity Incentive Plan (the “2012 Plan”). The 2019 LTI awards granted to all of the NEOs (including the CEO) were consistent with the design of the 2018 LTI awards granted to the NEOs (other than the CEO who did not receive a 2018 LTI award).

2019 LTI Program for All NEOs

Pursuant to Mr. Haley’s Amended Agreement, in February 2019 he received a 2019 LTI award with a target value of $9.2 million. The other NEOs received their 2019 LTI Awards on July 20, 2019. For the 2019 performance year, Mr. Gunn’s LTI target was increased from 100% to 140% of base salary (at the same time that his STI target was decreased from 150% to 125% of base salary). There were no changes to the other NEOs’ LTI targets for the 2019 performance year. Mr. Burwell had a 2019 LTI target of 200% of his annual base salary and Messrs. Wickes and Hess each had a 2019 LTI target of 150% of his respective annual base salary.

The 2019 LTI awards granted to all of the NEOs (including the CEO) were granted on the same performance and payout terms. To align management’s and shareholders’ interests, the awards were 100% performance-based in the form of PSUs and were structured similarly to the awards granted under the 2018 LTI Program. The Compensation Committee and management conduct an annual review of the appropriateness of the performance metrics for the LTI awards. For the 2019 LTI awards, the Compensation Committee maintained a performance metric of three-year relative TSR measured against the S&P 500. The Committee selected relative TSR as it is aligned with the shareholder experience, requiring that we outperform the market to earn incentives above target. The S&P 500 was selected as a performance-benchmark as the Company has too few direct competitors to establish meaningful benchmarks for performance, and the Compensation Committee believes that the executives should be rewarded for outperforming the broader stock market returns, as represented by the S&P 500.

Earned PSUs will vest on February 26, 2022 for Mr. Haley and on July 20, 2022 for all other NEOs after a three-year performance period that runs from January 1, 2019 to December 31, 2021, subject to the continued employment of the NEO during the vesting period, unless eligible for retirement under the terms of the program (as Messrs. Haley, Wickes and Hess are). In the event of the executive’s termination of service on or after December 31, 2019 and prior to the vesting date due to a Qualifying Retirement (which is defined in the award agreement as a voluntary termination of service by the colleague after the colleague’s attainment of the age of 55 and the colleague’s completion of 15 years of service with the Company, a Subsidiary or Designated Associate Company thereof or a Legacy Company, provided that the Committee has not determined that a basis exists for the colleague’s Termination of Service for Cause

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Executive Compensation: Compensation Discussion and Analysis (continued)

at the time of such Termination of Service), the earned PSUs shall vest on the vesting date, subject to the executive’s compliance with the restrictive covenants and other obligations contemplated in the award agreement. Vested PSUs are payable in Company shares and dividend equivalents will accrue on the PSUs, but are only paid to the same extent and at the same time as the underlying shares vest.

The number of shares that will vest under the award is based on a sliding scale on the achievement of the applicable performance target relating to the Company’s TSR over the three-year performance period (measured as a compounded annual growth rate (“CAGR”)) relative to the TSR of the S&P 500 constituents as of the last day of the performance period, as set forth in the table below.

Special Equity Awards to Messrs. Burwell and Wickes

In addition to their 2019 LTI awards, on May 20, 2019, the Compensation Committee granted each of Messrs. Burwell and Wickes a special equity award of 600 fully vested shares, equal to $105,822, in recognition of their exceptional efforts in connection with the Company’s acquisition of TRANZACT, which transaction was valued at $1.3 billion. The special equity awards were granted to Mr. Burwell and Mr. Wickes, who leads the segment in which TRANZACT now operates, in lieu of increasing any of the components of their other compensation.

Retirement and Savings Plans

In 2019, Messrs. Haley, Burwell, Wickes, Hess and Gunn participated in qualified and supplemental non-qualified defined benefit plans sponsored by the Company in the United States. The Company’s sponsorship of such plans is consistent with its belief that defined benefit plans continue to represent a crucial and viable means to encourage sustained service with the Company and to provide for the future retirement security of our associates. When the Compensation Committee assesses the competitiveness of executive compensation for the Company’s executives, it takes into account the impact of changes in pension value to positioning of total compensation.

Effective July 1, 2017, changes became effective for the Willis Towers Watson Pension Plan for U.S. Employees (“Willis Towers Watson Pension Plan”) (previously named the Towers Watson Pension Plan) and Towers Watson Supplemental Executive Retirement Plan (“Towers Watson SERP”). The Towers Watson SERP was frozen effective July 1, 2017. Eligible employees, including those who were earning benefits under the Willis Towers Watson Pension Plan and Towers Watson SERP as of December 31, 2016, began earning benefits under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees (“WTW Stable Value Excess Plan”) as of July 1, 2017. This excess plan is a share plan rather than a pension plan.

Legacy Towers Watson employees earning a benefit in the Willis Towers Watson Pension Plan as of December 31, 2016 (i.e., Messrs. Haley, Wickes and Hess) began earning benefits under a stable value formula with a lump sum benefit payable at 65 based upon a formula ranging from 11.5% to 15% (depending on credited service) of each year’s covered pay up to the Social Security wage base and from 16.5% to 20% (depending on credited service) of each year’s covered pay in excess of the wage base. Other U.S. employees not earning a benefit in the Willis Towers Watson Pension Plan as of December 31,

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Executive Compensation: Compensation Discussion and Analysis (continued)

2016 (i.e., Messrs. Burwell and Gunn) also became eligible to participate in the plan under a separate stable value formula within the Willis Towers Watson Pension Plan. Note that Mr. Burwell became eligible to participate in the plan in September 2018, after a mandatory one-year waiting period. These employees will be eligible for a lump sum benefit payable at age 65 based on a stable value formula with benefits ranging from 9.5% to 12.5% (depending on credited service after January 1, 2017) of covered pay up to the Social Security wage base and ranging from 14.5% to 17.5% of covered pay in excess of the Social Security wage base. Employees not earning a benefit in the plan as of December 31, 2016 are required to make employee contributions of 2% of covered pay to the plan in order to be eligible to participate beginning July 1, 2017.

Prior to the changes above, the Company’s defined benefit plans provided benefits using a stable value formula for service rendered on or after January 1, 2012. Under this formula, the qualified and supplemental non-qualified plans provided each eligible participant with a lump sum benefit payable 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 these purposes consisting of salary, bonuses and, for non-executives, any overtime wages. The lump sum will be reduced for benefit commencement prior to age 62. Participants in the qualified pension plan may, in most instances, choose to receive the value of their lump sum benefit as an annuity at the time of retirement.

For U.S. employees, a 401(k) Plan is available for saving towards retirement pursuant to which matching contributions were made. For U.K. employees, a defined contribution plan, the Willis Group Personal Pension Plan (which replaced the Willis Stakeholder Pension Scheme as of February 1, 2015), is available for new employees.

For details of the NEOs’ retirement benefits, see “Compensation Tables — Pension Benefits at 2019 Fiscal Year-End.”

Other Benefits for Named Executive Officers

Non-Qualified Deferred Savings Plan for U.S. Employees

Effective January 1, 2017, the Towers Watson Non-Qualified Deferred Savings Plan was changed to the WTW Deferred Savings Plan and was amended to allow for participation by certain colleagues from legacy Willis Group. Messrs. Haley, Burwell, Wickes and Hess all participated in the WTW Deferred Savings Plan in 2019. It is an unfunded deferred compensation plan for select management and other highly compensated associates. The purpose of the WTW Deferred Savings Plan is to provide a select group of associates who contribute significantly to the future success of the Company with a means to defer receipt of a portion of their compensation, and potentially to receive a discretionary matching contribution from the Company. All associate deferrals and all Company matches are credited in the form of Company share units and will be paid in Company shares under the 2012 Plan. As a result, the value of the notional account is aligned with the value of the Company’s shares. Payments 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. Note that Mr. Haley’s deferred compensation contributions under his Amended Agreement have different terms and distribution provisions, as outlined in the Amended Agreement. For additional details on the deferred compensation contributions under Mr. Haley’s Amended Agreement, see the section entitled “— Executive Summary — CEO Compensation — Amended CEO Agreement (2019 – 2020) and Succession Planning” and the section entitled “Compensation Tables — Named Executive Officers’ Employment Agreements.”

Employee Welfare Benefit Plans

Our NEOs are eligible to participate in the medical, life insurance and other welfare benefits available to all other colleagues. There are no special medical plans or other welfare plans for our NEOs.

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Executive Compensation: Compensation Discussion and Analysis (continued)

Perquisites

The Compensation 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 2019, we did not provide perquisites to the NEOs, other than as described in the “Summary Compensation Table” or in modest amounts, less than $10,000 and not required to be itemized under applicable SEC rules.

Compensation Recoupment Policy

Effective November 15, 2017, the Board expanded the existing compensation recoupment policy beyond certain financial restatement situations to cover certain types of detrimental conduct that are likely to cause or have caused material financial, operational or reputational harm to the Company. Under the compensation recoupment policy, the Board, or if delegated by the Board, any of its committees or sub-committees, may to the extent permitted by applicable law, recoup any incentive compensation received by a Section 16 officer, as designated by the Company, in the event of a financial restatement or due to detrimental conduct, as described below.

In the case of a financial restatement, the Board may recover up to the amount by which the incentive compensation received exceeds the amount that would have been received if the error had not been made within the three years preceding the date on which the Board determines a financial restatement is required if, in the Board’s judgment and determination, the person engaged in fraud, negligence or other misconduct that contributed to the need for the financial restatement.

In the case of detrimental conduct that, in the sole discretion of the Board, is likely to cause or has caused material financial, operational, or reputational harm to the Company, the Board may recover incentive compensation received by the person during and after the period in which such detrimental conduct occurred. Detrimental conduct consists of:

The Company will comply with the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act once the SEC’s rules are finalized. The current version of the recoupment policy is posted on the Company’s website under “Investor Relations — Corporate Governance.”

Executive Officer Share Ownership Guidelines

The executive share ownership guidelines are as follows:

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Executive Compensation: Compensation Discussion and Analysis (continued)

For purposes of meeting the executive officer share ownership guidelines, the related value, based on the average daily share price over the last 30 business days of the Company’s fiscal year of the following shares will be counted: shares owned outright or in a trust for benefit (including shares acquired from equity awards or from share market purchases); shares or units held in broad-based share purchase plans (i.e., the Employee Stock Purchase Plan, U.K. Sharesave); shares held in a 401(k) self-directed brokerage account; shares deemed held in the WTW Deferred Savings Plan; unvested and vested restricted shares or RSUs that are subject to time-based vesting; and unvested earned PSUs. Unvested or vested/unexercised share options and unvested/unearned PSUs are not counted as shares owned for purposes of the guidelines. Executives are required to retain at least 50% of the net shares received under equity award programs granted following adoption of the policy until the ownership guidelines are met.

Under the guidelines, executives are encouraged to comply with their applicable guideline as soon as practical given their individual circumstances and within five years from the later of (i) February 7, 2017 (the date of adoption of the policy) or (ii) the date of the executive’s hiring or promotion. The 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 (i) the vesting of RSUs; (ii) the vesting of PSUs, and may impact future grants; and (iii) the exercise of options to purchase Willis Towers Watson shares. Once an executive accumulates sufficient shares to meet his or her individual requirement, the executive is not required to retain shares above the threshold. If, as a result of a share price decline subsequent to an executive meeting his or her ownership requirement, the executive no longer satisfies the ownership requirement as of the Company’s fiscal year-end, the executive is not required to buy additional shares to meet the ownership requirement. However, the executive is required to retain the number of shares that originally were acquired to reach the share ownership threshold until such time as he or she is once again above the threshold. The Compensation Committee has interpreted “reasonable progress” for purposes of measuring compliance as looking at an executive’s ownership levels (calculated under the 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 the first year).

The NEOs have either satisfied the minimum required share ownership requirements or have made reasonable progress to achieve the ownership guidelines within the prescribed time period.

Anti-Hedging and Anti-Pledging Policies

The Company prohibits directors and executive officers from pledging any Company shares, including by entering into margin accounts, and prohibits directors and all employees from engaging in hedging transactions with respect to ownership in the Company’s securities (including prepaid variable forward contracts, equity swaps, collars and exchange funds).

Share Award Policy

The Board has a policy governing the granting of options and other share-based awards under the Company’s equity plans.

It is the Company’s policy not to backdate option grants or other share-based awards to take advantage of a lower share price or to schedule grants of options or other share-based awards before or after specific events to take advantage of anticipated movements in the price of our shares.

It is also the Company’s policy to grant options with an exercise price no less than the closing sales price as quoted on the NASDAQ on the date of grant, except in the case of any sharesave sub-plans adopted by the Company for non-U.S. employees, for which the exercise price of the option was set at a 5% or 10% discount off the closing sales price on the date before employees are invited to participate. In addition, none of the Company’s share-based plans permit the re-pricing of options without obtaining shareholder approval. The Company has not granted any options since the Merger.

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Executive Compensation: Compensation Discussion and Analysis (continued)

Under this policy, annual share-based awards for executive officers are authorized by the Compensation Committee and the grant date is on the date of that meeting or a date specified by the Compensation Committee no later than 90 days following that meeting. Except as directed by the Compensation Committee, share-based awards granted in connection with a new hire, a promotion or the assignment of additional responsibilities to an existing employee or for retention purposes will be considered granted on March 3^rd, May 13^th, August 13^th, November 13^th or December 1^st (or if the applicable grant date was not a trading day, the next trading day) on the date most closely following the date on which such recipient’s employment or promotion or assignment of new responsibilities commenced and such award was approved.

Tax Implications

The Compensation Committee considered the anticipated tax treatment to the Company and to the executive officers in its review and establishment of compensation programs and payments. For taxable years prior to the end of 2017, the Company granted STI awards and certain of its stock-based awards in a manner that would allow the Company to maximize the tax deductibility to the Company of compensation under available exceptions to the application of Section 162(m) of the Internal Revenue Code (“Code”) to the extent the Compensation Committee determined it appropriate, when weighing, among other considerations, the Company’s need to provide competitive compensation to achieve the Company’s business goals. Section 162(m) of the Code imposes a limit on the amount a company may deduct for U.S. tax purposes for compensation paid to executive officers covered by Section 162(m). A company’s principal executive officer and principal financial officer serving at any time during the taxable year, its three other most highly compensated executive officers employed at the end of the taxable year and any employee who was covered under Section 162(m) for any earlier tax year that began after December 31, 2016 will be covered by Section 162(m). For taxable years beginning prior to December 31, 2017, compensation that qualified as “performance-based” under Section 162(m) was excluded from the deductibility limit if, among other requirements, the compensation was payable only upon the attainment of pre-established, objective performance goals under a plan approved by a company’s shareholders. However, the exemption from Section 162(m)’s deduction limit for qualified performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our covered executive officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond the control of the Compensation Committee can affect deductibility of compensation and there can be no assurance that compensation paid to our executive officers who are covered by Section 162(m) will be fully deductible in light of the Section 162(m) deductibility limitations. In addition, the transition relief from the changes to the Section 162(m) deductibility limitations may not be available for currently outstanding compensation arrangements that were designed to be qualified performance-based compensation and, therefore, compensation payable under these arrangements may not be deductible to the extent the amounts exceed the deductibility limitations.

While our general policy has been to preserve the tax deductibility of compensation paid to executive officers, the repeal of the qualified performance-based compensation exception from the Section 162(m) deductibility limitations will restrict our ability to pay compensation that is fully deductible. Moreover, the Compensation Committee reserves the right to use its judgment to authorize compensation payments that may not be deductible when the Compensation Committee believes that such payments are appropriate and in the best interests of the Company, taking into consideration changing business conditions, the need to provide competitive compensation and retain the services of its executive officers, and the performance of its executive officers.

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Executive Compensation: Compensation Discussion and Analysis (continued)