Notice of Annual General Meeting of Shareholders

We are pleased to invite you to join Willis Towers Watson Public Limited Company’s 2024 Annual General Meeting of Shareholders (the “AGM”).

Items of business:

Who can vote:

How to vote:

Attending the meeting:

Date of mailing:

Your vote is important. We urge you to participate in deciding the items on the agenda and to read this Proxy Statement and accompanying materials for additional information concerning the matters to be considered at this meeting. Shareholders present at the meeting will have an opportunity to ask questions regarding the Irish Statutory Accounts and related reports to the representatives of our independent auditors. The only matters that will be addressed at the AGM will be the items of business on the agenda included in this Proxy Statement.

On behalf of the Board of Directors,

Nicole Napolitano

General Counsel, Corporate Governance & Public Company;

Company Secretary

April 4, 2024

Important Notice Regarding the Availability of Proxy Materials for the Company’s AGM to be held on May 22, 2024. This Proxy Statement, the Company’s Annual Report on Form 10-K and the Irish Statutory Accounts are available at www.proxyvote.com.

Table of Contents

Proxy Statement Highlights

Willis Towers Watson Public Limited Company is a leading global advisory, broking and solutions company that helps clients around the world turn risk into a path for growth. We have approximately 48,000 colleagues and service clients in more than 140 countries and markets. In this Proxy Statement, we refer to Willis Towers Watson as the “Company,” “WTW,” “we” and “our.”

VOTING MATTERS

Key Governance Practices and Policies

Since the beginning of 2022, nine new directors, including a new CEO and eight new independent directors, joined the Board. We believe that our commitment to diversity is demonstrated by our Board composition, which reflects diversity (as self-identified) of gender, ethnicity and nationality, and varied backgrounds and skill sets, including as follows:

As highlighted above, since the beginning of 2022, eight new independent directors joined the Board (including three new independent directors in 2023) and five directors transitioned off of the Board, in connection with a multi-year succession planning process, which included input from a third-party consulting firm. This approach to refreshing the Board has aimed to balance the importance of adding new directors to the Board while also facilitating their onboarding by providing for a transition period that allows them to work with our more tenured directors before the latter retire from the Board. The directors have a wide range of skills relevant to overseeing the Company’s strategic plan, including expertise in insurance, finance, transformation and technology.

The Corporate Governance and Nominating Committee (the “Governance Committee”) then led an in-depth review of the Board’s policy on tenure in relation to service as a director, Board Committee Chair or Board Chair. As a result of this review, the Board adopted the following tenure limitations, as reflected in the Corporate Governance Guidelines:

Refer to the section entitled “Corporate Governance – Willis Towers Watson Board Committees” for more information on the Board Committees’ responsibilities.

Commitment: Our clients, colleagues and other stakeholders expect us to conduct our business with integrity and in an environmentally and socially responsible manner. We take these expectations seriously and, consistent with what we believe enhances long-term value, 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.

Management Oversight: In 2019, the Company formed a cross-functional management committee to coordinate and facilitate communication of the Company’s sustainability initiatives applicable to its own operations. “Sustainability” is how we refer to our environmental, social and governance (“ESG”) strategy that guides our internal operations.

Board Oversight: The Board takes an approach that the most appropriate Committee should maintain oversight over a particular issue rather than concentrating all sustainability initiatives into any one Committee. The Committees report to the Board as appropriate.

To learn more about our sustainability principles, commitments and related statements, and to review our ESG report (which includes EEO-1 data) and SASB appendix, and TCFD disclosure, visit: https://www.wtwco.com/en-US/ About-Us/environmental-social-and-governance. The information on, or accessible through, our website and our other reports is not part of or incorporated by reference into this Proxy Statement.

We conduct a semi-annual shareholder outreach program whereby we reach out to shareholders holding over 50% of our outstanding shares. Over the past several years, we have incorporated feedback from our shareholders in parts of our executive compensation, governance and other sustainability programs.

Our Business

Key Executive Compensation Practices and Policies

Proposal No. 1: Elect Directors

Our 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 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 the individual nominees listed in this Proposal No. 1 to serve until the next AGM 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 2024 AGM, and hold office until the next AGM 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.

Multi-Year Board Succession and Refreshment

Starting in 2021, the composition and structure of the Board substantially changed as the result of a refreshment process. As part of this multi-year succession planning process, including input from a third-party consulting firm, the Board:

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

WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 1

Proposal No. 1: Elect Directors (continued)

Diversity

We believe maintaining diversity on our Board as provided in our Corporate Governance Guidelines is essential to the Board’s ability to effectively oversee our global business. 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. In undertaking its multi-year Board succession and refreshment process, the Governance Committee considered a wide slate of potential candidates, including women as well as racially and ethnically diverse candidates. We believe that our commitment to diversity is demonstrated by our Board composition, which reflects diversity (as self-identified) of gender, ethnicity and nationality, and varied backgrounds and skill sets, including as follows:

The table below provides additional diversity information about our Board in the categories listed below, each of which has the meaning as it is used in Nasdaq Listing Rule 5605(f).

Director 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, among other things, the person’s integrity, experience, reputation, judgment, independence, maturity, skills and personality, commitment and, for current directors, tenure and performance on the Board and its Committees.

Proposal No. 1: Elect Directors (continued)

Additionally, the Governance Committee:

In assessing whether directors and director nominees have sufficient time to devote to Board duties and responsibilities, the Governance Committee considers, among other things, the number of other public company boards of directors on which a director serves as well as other commitments. The Company’s Corporate Governance Guidelines restrict the number of public company boards on which our directors may serve. None of the Company’s directors are considered “overboarded” under the Guidelines. The Board believes that each director has demonstrated the ability to devote sufficient time and attention to Board and Committee duties, and otherwise fulfill the responsibilities required of directors.

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. However, in consideration of the Board’s recent refreshment process and the current tenures of our directors, the Governance Committee reviewed the Board’s tenure policies and recommended to the Board, and the Board approved, a twelve-year tenure limit for service on the Board of Willis Towers Watson PLC, unless the Board otherwise determines, at the recommendation of the Governance Committee, that a longer tenure for such director is in the best interest of the Company.

The Governance Committee has utilized a director skills matrix similar to the one below in its consideration of Board refreshment and director nominations. The matrix summarizes some of the experience, qualifications, attributes and skills of each individual director nominee. This summary is not intended to be an exhaustive list of each of our director nominee’s skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes or skills are below under “Director Biographical Information.”

Proposal No. 1: Elect Directors (continued)

Willis Towers Watson PLC Director Skills and Experience Matrix

Proposal No. 1: Elect Directors (continued)

Board Evaluation Process

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

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 completed by each director analyzed by the office of the Company Secretary to interviews of each director, including from time to time by a third-party facilitator.

Typically, the annual evaluation involves a multi-step process, as set forth below, that 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.

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.

Proposal No. 1: Elect Directors (continued)

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.

Over the course of the last few years, the New Director Orientation and Continuing Education Program has been a standing agenda item on the Governance Committee’s agenda. The Committee has overseen the orientation of the eight new independent directors, solicited input from the directors as to how to better onboard new directors and incorporated feedback into the program.

Proposal No. 1: Elect Directors (continued)

Director Biographical Information

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

Proposal No. 1: Elect Directors (continued)

Proposal No. 1: Elect Directors (continued)

Proposal No. 1: Elect Directors (continued)

Proposal No. 1: Elect Directors (continued)

Proposal No. 1: Elect Directors (continued)

Proposal No. 1: Elect Directors (continued)

Proposal No. 1: Elect Directors (continued)

Proposal No. 1: Elect Directors (continued)

Proposal No. 1: Elect Directors (continued)

Corporate Governance

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

Corporate Governance Highlights

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. Hess, the Company’s CEO, (i) each of the current directors and director nominees and (ii) each of the Board Committee members is independent under the relevant U.S. Securities and Exchange Commission (“SEC”) rules, NASDAQ listing standards and the Board’s Director Independence Standards included in the Company’s Corporate Governance Guidelines.

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 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 11 times in 2023. Additionally, the Board and its Committees met informally with management on numerous occasions during the course of the year to discuss, among other things, strategic, operational, management, compensation and governance issues. The independent directors held separate executive sessions without management either before or after the Board’s regularly scheduled meetings in 2023. The Non-Executive Chair 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 meetings of the Board and the Board Committees on which they serve as well as each AGM. All directors who were on the Board in 2023 attended at least 75% of the aggregate number of meetings held by the Board and any Board Committee on which they served in 2023. Further, all directors participated in the 2023 AGM.

Board Leadership Structure

Our Corporate Governance Guidelines provide the Board with flexibility to choose the appropriate leadership structure for the Board based on what it believes is best for the Company at any given point in time. We believe that strong independent leadership is important for the Board’s performance and effectiveness and to help maintain independent oversight of management. As a result, when the Board Chair and the CEO are the same individual or the Board Chair no longer qualifies as independent, the Corporate Governance Guidelines provide for the appointment of a Presiding Independent Director. This structure, when implemented, promotes strong independence in Board leadership.

The Board continues to believe that the Company and its shareholders are best served by having the roles of Board Chair and CEO undertaken by different individuals. The separation allows our CEO to focus on executing our strategy and managing our business, and our Chair to focus on Board governance and effectiveness while providing independent Board leadership. Additional leadership roles continue to be filled by other directors, all of whom are independent and play an active role in our strategic planning and oversee 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.

The Board generally reviews and renews, as appropriate, the term of the Board Chair annually. As of the 2024 AGM, Mr. Thomas has served as the Non-Executive Board Chair for two consecutive one-year terms.

Corporate Governance (continued)

Under the Corporate Governance Guidelines, the Non-Executive Board Chair:

Our Board Chair has actively participated in our multi-year Board succession and refreshment process as well as the management succession process.

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. Each of our Board Committees has its own respective charter, which can be found, along with our Corporate Governance Guidelines in the “Investor Relations — Corporate Governance” section of our website at www.wtwco.com. Copies are also available free of charge on request from the Company Secretary.

Corporate Governance (continued)

Board Committee Composition

The Board Committee composition is as follows:

General Description of Board Committee Responsibilities

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

Corporate Governance (continued)

The Audit and Risk Committee’s focus on risk includes strategic risk, such as risks relating to strategic planning and execution, major financial risk exposures and the steps management has taken to monitor and control such risks, as well as risks relating to internal controls, disclosure controls and procedures, and tax and pension matters, among other items. In that regard, pursuant to its charter, the Audit and Risk Committee meets annually with the HCC Committee Chair concerning the HCC Committee’s risk assessment of the Company’s compensation programs. The Audit and Risk Committee is also responsible for reviewing new material transactions, products or services requiring Board approval and, in that connection, making recommendations to the Board regarding the adequacy of the Company’s resources to performance its risk management responsibilities.

The Audit and Risk 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 Controller, the General Counsel as well as the Heads of Internal Audit and Compliance. In addition, the Audit and Risk 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 and Risk 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, 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. There is also an overlap of members between the Audit & Risk Committee and Operational Transformation Committee to ensure proper oversight of all Company risks.

Dame Inga Beale is an independent audit committee financial expert, as defined by Regulation S-K, and all Audit and Risk Committee members are financially sophisticated under NASDAQ listing standards in light of their financial experience.

In 2023, the Audit and Risk Committee met formally six times. In addition to holding formal meetings, the Audit and Risk 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 Audit and Risk Committee also frequently meets in executive sessions, including separate meetings with management, the internal auditors and external auditors.

The HCC Committee generally assists the Board with the following:

Corporate Governance (continued)

In 2023, the HCC Committee met formally six 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 Governance Committee generally assists the Board with the following:

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.

In 2023, the Governance Committee met formally five 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 on numerous occasions during the course of the year to discuss governance-related matters.

The Operational Transformation Committee generally assists the Board with the following:

Corporate Governance (continued)

The Operational Transformation Committee was formed effective as of January 1, 2022, and has a term ending on December 31, 2024, concurrent with the conclusion of the Company’s Transformation Program. The Operational Transformation Committee’s risk oversight includes, among other items, risks related to technology, cybersecurity and information security, processes that support quality control within the businesses, market-derived income governance, business continuity activities, market security processes, supplier management, material new products and services that create significant operational risks, and climate-related operational risks, if identified as having a material impact on the business strategy or operations. As the Operational Transformation Committee’s remit expires at the end of 2024, the Governance Committee is in the process of assessing the Board Committee structure and how to continue the Board’s approach to risk oversight.

In 2023, the Operational Transformation Committee met formally five times. After each regularly scheduled meeting, the Operational Transformation Committee also met in executive session. In addition to holding formal meetings, the Committee members also met informally on a regular basis during the course of the year to discuss matters related to the Company’s Transformation Program. Finally, Ms. Chima, who is not a member of the Operational Transformation Committee but has experience in information technology and oversight of information security, typically attends the cybersecurity discussions held at the Operational Transformation Committee.

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, considering input from stakeholders or utilizing the professional 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, among other factors, 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.

Further, the Board believes it is important to maintain diversity among its members and is committed to the principles of diversity and inclusion, broadly interpreted to include viewpoints, background, experience, industry knowledge and geography, as well as more traditional characteristics of diversity, such as age, race, ethnicity, gender and sexual orientation, as self-identified by the directors. In recommending candidates for nomination or renomination to the Board, the Governance Committee will consider, in connection with director qualification criteria, the composition of the Board as a whole. During its multi-year Board succession and refreshment process, the Governance Committee considered a wide slate of potential candidates, including women as well as racially and ethnically diverse candidates.

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@wtwco.com.

Board Oversight of Senior Management Succession

In addition to the HCC Committee’s regular review of talent and human capital management matters, the Board meets annually with the CEO and Chief Human Resources Officer to assess the succession potential and role

Corporate Governance (continued)

readiness for each member of the executive leadership team. This review includes a discussion about development plans for executive officers to help prepare them for future succession and contingency plans in the event the CEO is unable to serve for any reason. Additionally, this discussion includes a review of all succession candidates for each executive officer role, including readiness assessments and related development plans for each candidate. The Chief Human Resources Officer then works with the CEO and executive officers to support candidate development.

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 through an overall review of risk is in consideration of the Company’s long-term strategies, human capital, and in the transactions and other matters presented to the Board, including capital expenditures, acquisitions and divestitures, and financial matters, and through delegation to its Committees, which meet regularly and report back to the Board. Further, members of the Board with particular expertise in important areas of risk, including financial, insurance and other areas of strategic importance, provide important insight to the Board and, as appropriate, its Committees, in considering these risks.

To ensure that the Board executes on its priorities with an appropriate focus on risk generally, effective January 1, 2022, the Board formed a separate Operational Transformation Committee in addition to combining its Audit and Risk Committees. The Board has generally delegated, through respective Board Committee Charters, (i) to the Audit and Risk Committee, the primary responsibility of assisting the Board in its oversight of the enterprise risk management framework, policies and practices used by the Company to identify, assess and manage key risks facing the Company, including financial and strategic risks as well as risks relating to compliance and internal control matters, tax matters and pension matters, among other matters; and (ii) to the Operational Transformation Committee, the oversight of risks arising out of the Company’s operations that support the Company’s businesses, including risks relating to the Transformation Program, risks related to technology, cybersecurity and information security, processes that support quality control within the businesses, market-derived income governance, business continuity activities, market security processes, supplier management, material new products and services that create significant operational risks, and climate-related operational risks, if identified as having a material impact on the business strategy or operations, among other matters. 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” and “ — Sustainability Oversight, Initiatives and Activities.”

As the Operational Transformation Committee has a term ending on December 31, 2024, concurrent with the conclusion of the Company’s Transformation Program, the Governance Committee is in the process of assessing the Board Committee structure and how to continue the Board’s approach to risk oversight.

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 planning.

To learn more about the Company’s cybersecurity risk management and strategy related risks facing the Company, review the discussion in “Item 1C.Cybersecurity” and the factors included in Part I, “Item 1A. Risk

Corporate Governance (continued)

Factors”, each of which is included in the Company’s Annual Report on Form 10-K for the year ending December 31, 2023, and any risk factors updated in the Company’s subsequent filings 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 currently may not be considered material also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.

Sustainability Oversight, Initiatives and Activities

Our clients, colleagues and other stakeholders expect us to conduct our business with integrity and in an environmentally and socially responsible manner. We take these expectations seriously and, consistent with what we believe enhances long-term value, 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.

We have a cross-functional management committee sponsored by our General Counsel and comprised of representatives from across the global functions (the Sustainability Taskforce) to coordinate and facilitate communication of the Company’s sustainability initiatives applicable to its own operations. The Taskforce provides central governance over our sustainability efforts across the organization and to ensure our commitments are aligned with the Company’s business and strategic priorities.

With respect to Board oversight of sustainability matters, the Board believes that the most appropriate Committee should maintain oversight over relevant issues rather than concentrating the oversight of all sustainability initiatives into any one Committee. The Committees report to the Board as appropriate. For example:

Sustainability Principles

Our clients, colleagues and other stakeholders expect us to conduct our business with integrity and in an environmentally and socially responsible manner. We take these expectations seriously and, consistent with what we believe enhances long-term value, have embraced principles that are aligned with our business and strategic 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.

“Sustainability” is how we refer to our ESG efforts that relate to our own internal operations. To reinforce our commitments, we have in place our Sustainability Taskforce to provide central governance over our sustainability

Corporate Governance (continued)

efforts across the Company. The Sustainability Taskforce is sponsored by our General Counsel and comprised of representatives from across the global functions.

To learn more about our sustainability principles, commitments, awards and related statements, and to review our ESG report (which includes EEO-1 data) and SASB appendix, and TCFD disclosures, visit: https://www.wtwco.com/en-US/ About-Us/environmental-social-and-governance. The information on, or accessible through, our website and the other reports is 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.

Outlined below are the fees paid to the non-employee directors for each term of service (which runs from the date of the AGM to the date of the next meeting the subsequent year) under the Compensation Policy and Share Ownership Guidelines for Non-Employee Directors currently in effect.

The following table sets forth cash and other compensation paid or accrued to the non-employee directors of Willis Towers Watson during 2023.

Corporate Governance (continued)

Share Ownership Guidelines

Under our share ownership guidelines, which are reviewed with the HCC Committee, 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 leaving 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, such director 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 HCC Committee until the hardship no longer applies or such other appropriate time as the Committee determines. All current non-employee directors have satisfied their share ownership requirements.

Corporate Governance (continued)

The following table sets forth the non-employee directors’ equity ownership as of December 31, 2023.

For more information regarding the number of shares beneficially owned by each director as of March 25, 2024, 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 and Risk 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 and Risk 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 and Risk Committee considers, among other factors it deems appropriate:

Corporate Governance (continued)

Any member of the Audit and Risk 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 and Risk Committee considers the transaction.

2023 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, 2023, BlackRock and certain of its subsidiaries were beneficial owners of more than 5% of our outstanding shares. During 2023, 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 $368,000 for these services and software solutions, 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.

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 Chair 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 required under the Corporate Governance Guidelines to coordinate with the Chair 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@wtwco.com. The Company Secretary will forward the communication to the director(s) to whom it is addressed.

All communications should include the following information:

Please note that communications may be shared with Company management.

Please see the section “Additional Information — Shareholder and Other Proposals for the 2025 AGM” at the end of this Proxy Statement for shareholders seeking to present a proposal for inclusion in the Company’s proxy materials for the 2025 AGM.

Shareholder Outreach Program

The Company frequently engages with shareholders. Each year, during the spring and fall seasons, we reach out to shareholders holding at least a majority of our shares and then discuss the feedback with our Board. The

Corporate Governance (continued)

purpose of our year-round outreach is to foster relations with our shareholders by enhancing communications on matters such as corporate governance, executive compensation and environmental and social issues and to provide our shareholders with a forum to discuss any questions they may have or voice any criticisms. We also use the opportunity to explain the various proposals included within the Proxy Statement. Members of management and directors have participated in discussions with shareholders.

The Governance and HCC Committees are both involved in the outreach program. Generally, we review our outreach plans and the results of our outreach efforts and discuss any significant feedback with both Committees (and the full Board, as appropriate). The Committees continue to value and consider shareholder feedback, among other factors, in their evaluation of the Company’s executive compensation program and corporate governance structure.

In 2023, we reached out to shareholders holding approximately 60% of our outstanding shares, with approximately 40% of outstanding shares responding to the outreach in some manner. In connection with the 2023 proxy season outreach, shareholders were generally supportive of the Company’s proposals, which we believe is evidenced by our 2023 Say-on-Pay proposal to approve the NEOs’ compensation having received approximately 96.8% of the votes cast in favor at the 2023 AGM. Over the course of our various shareholder outreach programs, we have received feedback from certain shareholders and have incorporated that feedback in parts of our Board succession plans and executive compensation programs, such as incorporating various financial metrics in executive compensation incentive plan designs, as described in the “Compensation Discussion and Analysis” section of this Proxy Statement.

Vote Required for Special Meetings

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

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 and Risk Committee, to Fix the Independent Auditors’ Remuneration

For the fiscal year ending December 31, 2024, the Willis Towers Watson Audit and Risk 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.

We are seeking ratification of both of these appointments in a non-binding advisory vote from our shareholders at the 2024 AGM. 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 and Risk Committee to consider selecting different firms. Even if the appointments are ratified, the Audit and Risk 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 and Risk Committee, to fix the independent auditors’ remuneration.

A majority of the votes cast by shareholders at the 2024 AGM 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 2024 AGM. 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 and Risk 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’:

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 and Risk 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, 2023 and December 31, 2022 ($ in thousands).

Audit and Risk Committee Pre-approval Process

The Audit and Risk 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.wtwco.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 and Risk Committee, (ii) the Audit and Risk Committee Chair or (iii) in the Chair’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 and Risk Committee shall be reported to the Audit and Risk 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 and Risk Committee. Pre-approval fee levels for these services to be provided by the independent auditor will be established by the Audit and Risk Committee at an annual fee meeting and pre-approved for the 12 months thereafter. All other services not listed in the policy must be specifically pre-approved by the Audit and

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 and Risk Committee, to Fix the Independent Auditors’ Remuneration (continued)

Risk 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 and Risk Committee has pre-approved an additional pre-established fee level, which is to be administered by the Controller. The Audit and Risk Committee approved all services described in the “— Fees Paid to the Independent Auditors” section above in accordance with this policy.

Audit and Risk Committee Report

The Audit and Risk Committee is currently composed of five non-employee directors: Dame Inga Beale (Chair), Fumbi Chima, Stephen Chipman, Paul Thomas and Fredric Tomczyk. Dame Inga Beale is an independent audit committee financial expert, as defined by Regulation S-K, and all Audit and Risk Committee members are considered to be financially sophisticated under NASDAQ listing standards in view of their respective financial expertise.

The Audit and Risk 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 and Risk 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 and Risk Committee meets with members of management, including the Chief Financial Officer, the Controller, the General Counsel as well as the Heads of Internal Audit, Compliance and Risk. The Audit and Risk 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 and Risk 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 and Risk Committee has reviewed and discussed the audited financial statements as of and for the year ended December 31, 2023, 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 and Risk 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 and Risk Committee concerning independence as required by the PCAOB in Rule 3526, Communication with Audit Committees Concerning Independence. The independent auditors and the Company’s internal auditors had full access to the Audit and Risk Committee, including at regular meetings without management present. It is not the duty or responsibility of the Audit and Risk Committee to conduct auditing or accounting reviews or procedures. In performing their oversight function, members of the Audit and Risk 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 and Risk Committee’s considerations and 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.

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 and Risk Committee, to Fix the Independent Auditors’ Remuneration (continued)

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 and Risk 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, 2023, filed with the SEC.

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

Dame Inga Beale (Chair), Fumbi Chima, Stephen Chipman, Paul Thomas and Fredric Tomczyk

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 HCC 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 HCC Committee has made under this program and the factors considered in making those decisions. We also encourage our shareholders to review the 2023 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 2024 AGM 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.

Executive Compensation: Compensation Discussion and Analysis

The Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy and provides an overview and analysis of (i) our 2023 compensation programs and policies for our Named Executive Officers (“NEOs”); (ii) the material compensation decisions made by the Human Capital and Compensation Committee (the “HCC Committee”) under those programs and policies as reflected in the executive compensation tables that appear following this CD&A; and (iii) the material factors that the HCC Committee considered and the process it utilized in making those decisions.

CD&A Table of Contents

Executive Compensation: Compensation Discussion and Analysis (continued)

Executive Summary

NEO 2023 Compensation at a Glance

Strategic Alignment

Our Grow, Simplify and Transform Strategy, which was launched in September 2021, is a multi-year plan that aims to accelerate value for all shareholders. When setting performance targets for the 2023 Short-Term Incentive (“STI”) and Long-Term Incentive Program (“LTIP”), the HCC Committee considered the Company’s strategic priorities and related goals. Further, in its assessment of performance at year-end, the HCC Committee evaluated the Company’s performance and the NEOs’ contributions and progress towards predetermined goals for the year.

2023 Incentive Plans Overview

The 2023 incentive plan designs remained largely consistent with prior year plans, which closely aligned rewards with progress towards the Company’s publicly disclosed long-term goals and aimed to create a unifying, team mindset as the Company focused on the execution of its strategy. The changes for 2023 included the introduction of a quantitative Free Cash Flow metric and replacement of the Adjusted Operating Income metric with Adjusted Operating Margin in the STI design, and defining certain LTIP goals as growth rates as opposed to absolute values. These changes better align plan design with the Company’s priorities for the second year of the Transformation strategy and are responsive to shareholder feedback. The 2023 incentive plans for the Company’s executive officers are summarized below.

The 2023 STI and LTIP design changes are discussed in further detail in the sections below entitled “— Compensation Decisions and Outcomes — Short-Term Incentive Compensation” and “— Compensation Decisions and Outcomes — Long-Term Incentive Compensation.”

Executive Compensation: Compensation Discussion and Analysis (continued)

Summary of NEO 2023 Target Total Direct Compensation

The HCC Committee approved the following target compensation levels for the NEOs in 2023. These differ from the values reported in the Summary Compensation Table, which report the actual STI outcomes and the grant date fair value of LTIP awards.

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

Executive Compensation: Compensation Discussion and Analysis (continued)

** For more information regarding the details of the above and actual compensation earned by the NEOs in 2023, including NEO pension benefits, see the discussion under “Compensation Decisions and Outcomes” and the Summary Compensation Table under “Compensation Tables” below.

2024 Compensation and Incentive Plan Design Changes

In light of the full refresh of the HCC Committee membership, the Committee undertook a thorough review of the executive officer compensation programs and philosophy in 2023. As a result of that review, in February 2024, the HCC Committee approved certain changes to the executive officer 2024 incentive plan designs and the 2024 target total direct compensation levels for Mr. Krasner, Ms. Gebauer, Mr. Garrard and Mr. Furman, which are discussed in the section entitled “— Compensation Decisions and Outcomes — 2024 Compensation Preview” below.

Executive Compensation: Compensation Discussion and Analysis (continued)

2023 Company Highlights

In 2023, we continued to execute on our Grow, Simplify and Transform strategic priorities, producing solid financial results and creating value for our shareholders. The strong revenue performance reflects the success of our growth initiatives with both new and existing clients. Our progress in simplifying and transforming our operations, alongside maturing investments in talent and technology, drove efficiencies, margin expansion and improved cash flow. Through the tireless efforts of our leaders and colleagues, WTW delivered another year of profitable growth and remained focused on creating value for all stakeholders. Key highlights are described below.

Executive Compensation: Compensation Discussion and Analysis (continued)

The financial accomplishments above were driven by our continued progress against our strategic priorities in 2023 and key achievements for the year, which are summarized below.

Executive Compensation: Compensation Discussion and Analysis (continued)

Reflecting the achievements described above and other factors taken into consideration, including maintaining a strong alignment between NEO and high performing broad-based colleague STI payouts (as a percentage of target), market practice, retention and rewarding performance as the Company executes on its strategic vision, (i) the NEO 2023 STI awards were earned at between 122.5% and 126.6% of target (reflecting a discretionary 19.2 percentage point reduction to the calculated enterprise financial performance result) and (ii) the 2021 PSUs, based on annualized TSR for the period of January 1, 2021 through December 31, 2023 relative to the S&P 500, were earned at 91.6% of target. A detailed discussion of performance relative to the goals and objectives of each plan can be found in the section entitled “— Compensation Decisions and Outcomes” below.

Shareholder Engagement and Say-on-Pay

The Company frequently engages with its shareholders. In addition to continuous communication during the year, each year during the spring and fall seasons we formally reach out to shareholders holding over a majority of our shares in the aggregate and then discuss their feedback with our Board. The purpose of our formal year-round outreach is to foster relations with our shareholders by enhancing communications on corporate governance, executive compensation and environmental and social issues and to provide our shareholders with a forum to discuss any questions they may have or voice any concerns. We also use the opportunity to explain various proposals included within the Proxy Statement. Members of management and directors have participated in discussions with shareholders.

The Governance and HCC Committees are both involved in the outreach program. Generally, we review our outreach plans and the results of our outreach efforts and discuss any significant feedback with both Committees (and the full Board, as appropriate). The Committees continue to value and consider shareholder feedback, among other factors, in their evaluation of the Company’s executive compensation program and corporate governance structure.

Executive Compensation Design

Pay Philosophy

We believe that a unified and integrated approach to advisory, broking and solutions can be a path to growth for organizations around the world. We harness our collective power as ‘One WTW’ to make smart connections to serve and support our clients. We operate in attractive markets – both growing and mature – with a diversified platform across industries, segments and businesses globally. Our vision is to excel as an advisory, broking and solutions company for the benefit of all our stakeholders – creating a competitive advantage and delivering sustainable, profitable growth. We believe we can achieve this through executing on our three strategic priorities: Grow, Simplify and Transform. To be successful, it is critical for us to attract and retain highly qualified executives and colleagues who embrace our vision and support our growth strategy in a collaborative manner, in alignment with the long-term interests of our shareholders.

Executive Compensation: Compensation Discussion and Analysis (continued)

Our compensation policy is governed by the following principles, which guide how we structure our executive compensation program and reach compensation decisions for our NEOs:

Executive Compensation: Compensation Discussion and Analysis (continued)

Elements of Executive Compensation

The following table summarizes the core elements of our executive compensation program in 2023.

Pay Component				Target Total Direct Compensation Pay Mix				Key Features
				CEO		Other NEO Avg
Base Salary   Provides market-competitive fixed pay to attract and retain highly talented executives								•  Reflects executive’s role, responsibilities and individual performance   •  Salary adjustments made only to reflect changes in responsibilities and/or when market or internal conditions warrant
Short-Term Incentive Compensation   Provides short-term cash awards based on performance relative to achievement against established financial and qualitative objectives								•  NEO STI Target Range: 125% – 200% of base salary   •  Components: 66.7% Enterprise Financial Performance; 33.3% Individual Performance   •  Enterprise Financial Performance Metrics: 40% Adjusted Net Revenue; 40% Adjusted Operating Margin; 20% Free Cash Flow. Payout determined using sliding scale for each metric that correlates performance and payout.   •  Individual Performance Measures: 50% qualitative assessment of segment or function financial performance; 50% qualitative assessment of individual objectives and contributions to shared key enterprise operational initiatives   •  STI Payout Opportunity: 0% – 200% of target   •  Conditioned upon strong performance, NEO payouts (as a percentage of target) are intended to align with high performing broad-based colleague payouts
Long-Term Incentive Compensation   Provides long-term equity awards that align executive interests with those of our shareholders, incents and rewards long-term decision making and meaningful value creation and aims to retain high-performing executives								•  NEO LTIP Target Range: 150% – 850% of base salary   •  Vehicles: 75% PSUs (cliff-vest at end of three-year period, subject to satisfaction of performance); 25% RSUs (vest ratably over three years)   •  PSU Performance Metrics: 50% Adjusted Operating Margin; 30% Adjusted Net Revenue Growth; 20% Adjusted EPS Growth   •  PSU Payout: PSUs vest based on performance relative to metric targets. Payout determined using sliding scale for each metric that correlates performance and payout.   •  PSU Payout Opportunity: 0% – 200% of target   •  Program features for executive officers and other eligible colleagues are fully aligned
Retirement and Other Benefits   Encourage sustained services and retention and provide future retirement security; promote health and well-being				Not Included in Target Total Direct Compensation				•  Retirement Plans: Qualified and supplemental non-qualified retirement plans   •  Welfare: NEOs are eligible to participate in the medical, life insurance and other welfare benefits available to all other colleagues

Executive Compensation: Compensation Discussion and Analysis (continued)

Compensation Practices at a Glance

We maintain a comprehensive compensation and governance framework aligned with market practices and standards.

Executive Compensation: Compensation Discussion and Analysis (continued)

Compensation Decisions and Outcomes

Base Salary

The HCC Committee strives to set base salary at a competitive level based on an executive’s position in the relevant markets in which the executive operates. The HCC Committee generally does not provide annual merit increases to executives, but rather rewards exceptional performance through STI and/or LTIP awards. Adjustments to base salaries are made by the HCC Committee to reflect changes in responsibilities and/or when competitive market or internal conditions warrant.

There were no changes to NEO base salaries during 2023.

Short-Term Incentive Compensation

STI awards are an integral component of the NEOs’ total compensation intended to deliver exceptional pay for exceptional performance over the near-term. Each NEO is eligible to receive an annual STI award with a target value expressed as a percentage of base salary. The targets were established by the HCC Committee based on an evaluation of each executive officer’s total compensation, market practice and pre-existing employment arrangements (where applicable). In February 2023, following a review of external market data and internal pay equity, the HCC Committee approved an increase to Mr. Hess’s 2023 STI target from 175% to 200% of base salary and increases to Ms. Gebauer and Mr. Garrard’s 2023 STI targets from 90% to 125% of base salary.