Date and Time: Wednesday, June 8, 2022 at 9:30 a.m. EDT. Registration begins at 9:00 a.m. EDT Location: Willis Towers Watson Public Limited Company, Brookfield Place, 200 Liberty Street, New York, New York 10281, and Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland (participation by technological means)   Wednesday, May 22, 2024 at 8:00 a.m. IST. Registration begins at 7:30 a.m. IST. Location: The College Green Hotel, Westmoreland St, Dublin, D02 HR67, Ireland We are pleased to invite you to join Willis Towers Watson Public Limited Company’s 20222024 Annual General Meeting of Shareholders.Shareholders (the “AGM”). Items of business:     1) Election of nineten directors     2) Advisory (non-binding) vote to ratify the appointment of the independent auditors and binding vote to fix the independent auditors’ remuneration     3) Advisory (non-binding) vote to approve named executive officer compensation     4) Renewal of the Board’s existing authority to issue shares under Irish law     5) Renewal of the Board’s existing authority to opt out of statutory pre-emption rights under Irish law 6) Approve the creation of distributable profits by the reduction and cancellation of the Company’s share premium account 7) Amend and restate the Willis Towers Watson Public Limited Company 2021 Equity Incentive Plan, including to increase the number of shares authorized for issuance under the 2012 Plan     Who can vote:   ● Only shareholders of record on April 11, 2022 are entitled to receive notice of, and to attend and vote at, the meeting and any adjournment or postponement of the meeting. Only shareholders of record on March 25, 2024 are entitled to receive notice of, and to attend and vote at, the meeting and any adjournment or postponement of the meeting. How to vote:   ● Shareholders may vote by mail, over the Internet, by telephone, or in person at the annual meeting. See “Additional Information — Information about the Proxy Materials and the 2022 Annual General Meeting of Shareholders” in this Proxy Statement for more information. Shareholders may vote by mail, over the Internet, by telephone, or in person at the annual meeting. See “Additional Information — Information about the Proxy Materials and the 2024 AGM” in this Proxy Statement for more information. Attending the meeting:   ● Shareholders entitled to attend and vote at the Annual General Meeting may attend at the offices of Willis Towers Watson, Brookfield Place, 200 Liberty Street, New York, New York 10281, or may participate in the meeting in Ireland by technological means, which will be available at the offices of Matheson, 70 Sir John Rogerson’s Quay, Dublin 2, Ireland, at the time of the meeting (and such participation shall constitute presence in person at the Annual General Meeting). Shareholders entitled to attend and vote at the 2024 AGM may attend at The College Green Hotel, Westmoreland St, Dublin, Ireland.   ● We understand that Irish law generally requires companies to hold shareholder meetings at a physical location. However, in light of COVID-19, we strongly encourage our shareholders to vote by proxy prior to 11:59 p.m. EDT on June 7, 2022. With respect to shares held through a Company employee share plan, shareholders must vote by proxy prior to 11:59 p.m. EDT on June 5, 2022. Depending on concerns about and developments relating to the outbreak of COVID-19, the Board could determine to change the date, time and/or format of the meeting, subject to Irish law requirements. The Company would publicly announce any such changes and how to participate in the meeting by press release and additional proxy materials filed with the U.S. Securities and Exchange Commission (“SEC”) as soon as practicable prior to the meeting. Any such determinations and changes will be made and communicated in accordance with Irish law and SEC rules and requirements. The Company will be obliged to comply with any legal restrictions that are imposed as a consequence of COVID-19 and that affect the meeting. The Company also intends to comply with any public health guidelines applicable to New York, New York or Dublin, Ireland, which may impact the meeting. As in previous years, the Company will be holding a physical meeting for its 2024 AGM. We encourage our shareholders to vote by proxy prior to 4:59 a.m. IST on May 22, 2024. With respect to shares held through a Company employee share plan, shareholders must vote by proxy prior to 4:59 a.m. IST on May 18, 2024.   ● Shareholders who wish to attend the meeting in person should review “Additional Information — Information about the Proxy Materials and the 2022 Annual General Meeting of Shareholders — What do I need in order to be admitted to the Annual General Meeting of Shareholders?”, “May shareholders attend the meeting virtually?” and “— Are any special measures being taken at the Annual General Meeting as a result of the current COVID-19 outbreak?” in this Proxy Statement. You will need proof of record or beneficial ownership of the Company’s ordinary shares as of that date in order to enter the meeting. Shareholders who wish to attend the meeting in person should review “Additional Information — Information about the Proxy Materials and the 2024 AGM — What do I need in order to be admitted to the AGM?”, “How may I attend the meeting?” in this Proxy Statement. You will need proof of record or beneficial ownership of the Company’s ordinary shares as of that date in order to enter the meeting. Date of mailing:   ● This Proxy Statement, the Company’s Annual Report on Form 10-K and the Irish Statutory Accounts are available at www.proxyvote.com. These materials were mailed or made available to shareholders on or about April 28, 2022. This Proxy Statement, the Company’s Annual Report on Form 10-K and the Irish Statutory Accounts are available at www.proxyvote.com. These materials were mailed or made available to shareholders on or about April 4, 2024. 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 ShareholdersAGM 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 28, 20224, 2024 Important Notice Regarding the Availability of Proxy Materials for the Company’s Annual General Meeting of ShareholdersAGM to be held on June 8, 2022.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.   WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY Proxy Statement Highlights 2021 Company Highlights 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 44,000 employees and service clients in more than 140 countries and territories. In this Proxy Statement, we refer to Willis Towers Watson as the “Company,” “WTW,” “we” and “our.” 2021 served as a transformative year for Willis Towers Watson Public Limited Company. Solid Company performance throughout the year demonstrated the resilience of WTW’s colleagues and a diversified portfolio of products and services, amid challenges caused by the COVID-19 pandemic and a shift in WTW’s strategy as an independent company. Despite these unprecedented circumstances, the Company continued to serve our clients, protect our colleagues and safeguard our business fundamentals. With the COVID-19 pandemic, the Company continued its comprehensive set of global processes to stabilize business operations while providing high quality service to clients. This included ongoing global business continuity and incident management efforts to restrict travel, limit office access and enhance our global workforce to a work-from-home protocol with split team operations for our essential workers. The Company regularly considered the impact of the pandemic on our business and stress tested the rigor of our business resilience, continuity plans, forecasting and liquidity management. Throughout 2021, the Company took decisive measures to reinforce working capital discipline and reduce discretionary spending. From March 2020 through July 2021, the Board of Directors (the “Board”) and leadership drove the Company towards the closing of the business combination with Aon plc (“Aon”), which would have been an all-stock transaction with a combined equity value of approximately $80 billion. One of the goals of the combination was to accelerate elements of the Company’s pre-existing strategy. At the same time as leadership was driving towards the closing of the transaction, they were also managing the day-to-day business of the Company. When the proposed Aon combination was terminated in July, after almost 18 months of integration planning and closing preparations and after a period of substantial uncertainty, the Board and leadership quickly shifted their attention to supporting the Company on an independent path. With the combination no longer feasible, the Company took decisive actions to accelerate its standalone strategy and aggressive steps to retain colleagues and recruit new talent, to enhance its ability to serve clients and to create value for stakeholders. In particular, the Company quickly announced a CEO successor, hired a new CFO and took significant steps to refresh the Board; transformed its senior management structure through the creation of a new Global Leadership Team and simplified the Company’s organizational structure; sold its treaty reinsurance business, generating several billion dollars of capital for focused investments and share repurchases; and created and launched an ambitious strategic plan to grow, simplify and transform with plans to refresh the WTW brand. These actions, combined with the commitment of our leaders and colleagues, helped WTW deliver solid financial results in 2021 and position the Company for future years.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    i   Proxy Statement Proposal Highlights The below provides an overview of each of the proposals being presented at the Company’s 2022 Annual General Meeting of Shareholders. For more complete information, please review the respective proposals in their entirety. Items of Business:   Page number   Board vote recommendation       1.    Elect Directors   To elect the nine persons named in this Proxy Statement to serve as directors for a one-year term until the next annual general meeting of shareholders   1   FOR       2.    Ratify the Appointment of the Independent Auditors in an Advisory (Non-binding) Vote and Fix the Independent Auditors’ Remuneration in a Binding Vote   To ratify, on a non-binding advisory basis, the selection of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and to authorize the Board, acting through the Audit and Risk Committee, to fix the remuneration of the independent auditors on a binding basis   32   FOR       3.    Approve Named Executive Officer Compensation in an Advisory (Non-binding) Vote   To approve, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers   36   FOR       4.    Renew the Board’s Existing Authority to Issue Shares under Irish Law   To renew the Board’s authority to issue up to approximately 33% of the Company’s issued ordinary share capital as of March 23, 2022, for a period expiring 18 months from the passing of the resolution   97   FOR       5.    Renew the Board’s Existing Authority to Opt Out of Statutory Pre-emption Rights under Irish Law   To renew the Board’s authority to issue, free of pre-emptive rights, up to 5% of the Company’s issued ordinary share capital as of March 23, 2022 (and an additional 5% provided the Company uses it only in connection with an acquisition or approved capital acquisition) for a period expiring 18 months from the passing of the resolution   98   FOR       6.    Approve the Creation of Distributable Profits by the Reduction and Cancellation of the Company’s Share Premium Account   To approve the creation of distributable profits, by the reduction and cancellation of the entire amount standing to the credit of the Company’s share premium account or such lesser amount as the Board of Directors or the High Court of Ireland (the “High Court”) may determine   100   FOR       7.    Amend and Restate the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, Including to Increase the Number of Shares Authorized for Issuance under the 2012 Plan   To amend the 2012 Plan to increase by 2,000,000 the number of ordinary shares reserved for issuance under the 2012 Plan, among other amendments described in the proposal   102   FOR ii  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Table of Contents   Proxy Statement Highlights      i   Proposal No. 1:   Elect Directors      1   Corporate Governance      1517   Proposal No. 2:   Advisory (Non-binding) Vote to Ratify the Appointment of Independent Auditors and a Binding Vote to Authorize the Board of Directors, Acting through the Audit and Risk Committee, to Fix the Independent Auditors’ Remuneration      32   Proposal No. 3:   Advisory (Non-binding) Vote on Named Executive Officer Compensation      36   Executive Compensation: Compensation Discussion and Analysis      37   Human Capital and Compensation Committee Report      6468   Human Capital and Compensation Committee Interlocks and Insider Participation      6468   Compensation Tables      6569   Proposal No. 4:   Renew the Board’s Existing Authority to Issue Shares under Irish Law      97103   Proposal No. 5:   Renew the Board’s Authority to Opt Out of Statutory Pre-emption Rights under Irish Law      98104   Proposal No. 6: Approve the Creation of Distributable Profits by the Reduction and Cancellation of the Company’s Share Premium AccountAdditional Information:      100106   Proposal No. 7: To Amend and Restate the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, Including to Increase the Number of Shares Authorized for Issuance under the 2012 Plan 102 Securities Authorized for Issuance under Equity Compensation Plans 113 Additional Information: 114 Security Ownership of Certain Beneficial Owners and Management      114106   Incorporation by Reference      116108   Information about the Proxy Materials and the 2022 Annual General Meeting of Shareholders2024 AGM      116108   Shareholder and Other Proposals for the 2023 Annual General Meeting2025 AGM      121113   Disclaimer Regarding Forward-Looking Statements      122 Exhibit A: The Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan (as Amended and Restated June 8, 2022) 123114      WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  1 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 Proposal Page number Board vote recommendation Vote Requirement Proposal No.1: Elect Directors To elect the ten persons named in this Proxy Statement to serve as directors for a one-year term until the next AGM 1 FOR Majority of votes cast Proposal No. 2: Ratify the Appointment of the Independent Auditors in an Advisory (Non-binding) Vote and Fix the Independent Auditors’ Remuneration in a Binding Vote To ratify, on a non-binding advisory basis, the selection of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and to authorize the Board, acting through the Audit and Risk Committee, to fix the remuneration of the independent auditors on a binding basis 32 FOR Majority of votes cast Proposal No. 3: Approve Named Executive Officer Compensation in an Advisory (Non-binding) Vote To approve, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers 36 FOR Majority of votes cast Proposal No. 4: Renew the Board’s Existing Authority to Issue Shares under Irish Law To renew the Board’s authority to issue up to approximately 20% of the Company’s issued ordinary share capital as of March 25, 2024, for a period expiring 18 months from the passing of the resolution 103 FOR Majority of votes cast Proposal No. 5: Renew the Board’s Existing Authority to Opt Out of Statutory Pre-emption Rights under Irish Law To renew the Board’s authority to issue, free of pre-emptive rights, up to 5% of the Company’s issued ordinary share capital as of March 25, 2024 (and an additional 5% provided the Company uses it only in connection with an acquisition or approved capital acquisition) for a period expiring 18 months from the passing of the resolution 104 FOR 75% of votes cast  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  i Key Governance Practices and Policies Key Director Statistics* 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: 40% of directors identify as female; 10% of directors identify as LGBT+; 10% of directors identify as Black; and 75% of Board Committee Chairs are female and 50% identify as Black or LGBT+. Multi-Year Board Succession, Refreshment and Tenure 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: No re-nomination after completing 12 years of service as a director of Willis Towers Watson PLC (unless otherwise determined by the Board at the recommendation of the Governance Committee to be in the best interest of the Company). Board and Committee chairs elected annually and not expected to serve for more than six consecutive terms (unless otherwise determined by the Board at the recommendation of the Governance Committee to be in the best interest of the Company). ii  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance Highlights ✓ Focus on multi-year Board succession and refreshment to help ensure that the Board’s composition remains aligned with the evolving needs of the business, including through robust annual Board evaluation process ✓ Board Committee and Chair refreshment help ensure that fresh viewpoints and perspectives are regularly considered ✓ Regular review of Board Committee responsibilities and focus ✓ Operational Transformation Committee oversight of the implementation of the Company’s operational transformation plan (the “Transformation Program”), which aims to achieve significant run rate cost savings by the end of 2024 ✓ Active Board participation in management succession and oversight of Company strategic planning ✓ Onboarding and regular continuing director education ✓ Formal Board and Board Committee oversight of sustainability initiatives, risks and disclosures  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    iii Board Committee Overview Audit and Risk Committee The Audit and Risk Committee generally assists the Board in overseeing, among other matters: •  the integrity of the Company’s financial statements; •  the independent auditors and the internal audit function; •  the Company’s compliance with legal and regulatory requirements, and internal accounting controls and procedures; and •  the enterprise risk management framework, policies and practices used to identify, assess and manage key risks facing the Company and its subsidiaries. Corporate Governance and Nominating Committee The Corporate Governance and Nominating Committee generally assists the Board in overseeing, among other matters: •  Board Committee purpose, structure and operations; •  the director selection process, the development of director qualification standards and the identification of director nominees; •  the evaluation of director time commitments, including with respect to other board leadership positions; and •  the Company’s sustainability initiatives, as discussed more below (with the relevant Board Committees managing their specific sustainability responsibilities pursuant to their respective charters), including the Company’s environmental sustainability program and charitable contributions. Human Capital and Compensation Committee The Human Capital and Compensation Committee generally assists the Board in overseeing, among other matters: •  the Company’s general compensation philosophy and the development and implementation of compensation programs in accordance with the philosophy; •  executive officer compensation, annual corporate goals and objectives relevant to their compensation, and their performance in light of those goals; •  compensation policies as well as incentive compensation and equity-based plans for the executive officers; and •  the implementation of the Company’s human capital and talent strategy, including recruiting and development strategies, inclusion and diversity initiatives and the development of senior leaders. Operational Transformation Committee The Operational Transformation Committee generally assists the Board in overseeing, among other matters: •  management efforts to develop, implement and monitor the Transformation Program and drive operational efficiencies; •  management’s initiatives to drive operational efficiencies and the implementation of the Transformation Program; and •  risk management in relation to the Transformation Program and risks arising out of the Company’s operations that support the Company’s businesses, including, among other items, risks related to technology, cybersecurity and information security. Refer to the section entitled “Corporate Governance – Willis Towers Watson Board Committees” for more information on the Board Committees’ responsibilities. iv  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Sustainability 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. Shareholder Outreach 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 WTW Delivering superior advice, broking and solutions in the areas of people, risk and capital. We have: •   A portfolio of leading businesses in attractive markets •   A distinctive mix of complementary businesses –  Accomplished and aspiring talent –  Collaborative client-first culture –  Sophisticated data and analytics –  Powerful tools •   A strong balance sheet and significant financial flexibility  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  v Segment Overview Health, Wealth & Career (“HWC”) World-class portfolio of leading businesses providing advisory, broking and consulting services within human capital, employee benefits and retirement verticals Health provides advice, broking, solutions and software for employee benefit plans, HR organizations and management teams of our clients Wealth provides advice to and management for retirement and investment asset owners using a sophisticated framework for managing risk Career provides compensation advisory services, employee experience software and platforms, and other career-related consulting services to our clients Benefits Delivery & Outsourcing provides medical exchange and outsourcing services to active employees and retirees across the group and individual markets as well as pension outsourcing Risk & Broking (“R&B”) Risk advisory and solutions business delivering innovative, integrated solutions tailored to client needs and underpinned by cutting edge data and analytics, technology and experienced risk thinkers Corporate Risk & Broking provides a broad range of risk advisory, insurance brokerage, and consulting services to clients worldwide ranging from small businesses to multinational corporations Insurance Consulting and Technology provides advice and technology solutions to the insurance industry to help clients measure and manage risk and capita and improve performance vi  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    Key Executive Compensation Practices and Policies 2023 Named Executive Officers (“NEOs”) ●   Our 2023 NEOs are Carl Hess (CEO), Andrew Krasner (CFO), Julie Gebauer (Global Head of HWC), Adam Garrard (Global Head of R&B) and Matthew Furman (General Counsel). Pay for Performance: Short-Term Incentive (“STI”) and Long-Term Incentive (“LTI”) Awards •  Significant portion of NEO compensation is variable and at-risk, including STI awards (cash) and LTI awards (equity). •  Incentive plans include a range of metrics to reward NEOs for exceptional performance and contributions at the enterprise, business and individual levels. •  Based on our financial performance, progress against our strategic priorities, and other factors taken into consideration for 2023, NEO 2023 STI awards were earned at 122.5% to 126.6% of target and 2021 LTIP performance-based restricted share units (“PSUs”), with a performance period that concluded at the end of 2023, were earned at 91.6% of target. Refer to the section entitled “Executive Compensation: Compensation Discussion and Analysis” for a detailed discussion on 2023 performance relative to the goals and objectives of our incentive plans and resulting NEO pay outcomes. Shareholder Aligned Executive Compensation Program •  LTI award, in the form of 75% PSUs and 25% time-based restricted share units (“RSUs”), makes up the largest portion of the CEO’s target total direct compensation and, on average, 46% of the other NEOs’ target total direct compensation. •  2023 PSU performance metrics align a significant portion of NEO compensation with WTW’s strategic priorities and commitment to driving shareholder value. •  Majority of 2023 STI awards are based on enterprise financial performance and shared key enterprise operational initiatives which support and drive successful execution of our strategic priorities. •  Share ownership policy applicable to executive officers; minimum guideline of 6x base salary for CEO and 3x base salary for all other executive officers. Compensation Recoupment •  Compensation recoupment policy applicable to NEOs’ cash and equity incentive awards in the event of financial restatement or detrimental conduct. The Company is subject to the rules of the NASDAQ and has adopted a revised Compensation Recoupment Policy in accordance with the rules recently adopted by NASDAQ. Executive Severance Plans •  Executive severance plans provide for the payment of certain severance benefits to NEOs in the event of: (i) involuntary termination outside of a change in control period and (ii) involuntary termination or good reason resignation during a of change in control period. •  Severance amounts are generally competitive with market practices and determined as a multiple of the NEO’s base salary and STI target and may also include a pro-rata portion of the STI award payable for the year of termination and the cost of continued medical coverage for a period following termination. •  NEOs do not receive any form of tax gross-ups, significant perquisites or automatic payments in connection with a change in control of the Company. Say-on-Pay •  We hold an annual advisory vote on the compensation of our NEOs. •  Shareholder support of our executive compensation program has been consistently strong with a Say-on-Pay approval rate of 96.8% at the 2023 AGM.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  vii 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 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 the individual nominees listed in this Proposal No. 1 to serve until the next Annual General Meeting of ShareholdersAGM 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,2024 AGM, and hold office until the next Annual General Meeting of ShareholdersAGM 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: appointed nine new directors, including a new CEO and eight new independent directors: O Dame Inga Beale, Michael Hammond, Michelle Swanback, Fumbi Chima and Paul Reilly joined the Board in 2022; and O Stephen Chipman, Jacqueline Hunt and Fredric Tomczyk joined the Board in 2023. formed a new Operational Transformation Committee, effective in 2022, to oversee the implementation of the Company’s Transformation Program and a number of the Company’s operational risks. rotated and refreshed Board Committee Chairs and Committee members, resulting in 75% diversity among the Committee Chairs. after a regular review of Board Committee responsibilities and focus areas, renamed the “Compensation Committee” as the “Human Capital and Compensation Committee” to demonstrate its ongoing focus on human capital matters in addition to compensation. adopted tenure limits in relation to service as a director, Board Committee Chair and Board Chair. 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 are committed tobelieve maintaining diversity on our Board as provided in our Corporate Governance Guidelines.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. We have significantly refreshed ourIn undertaking its multi-year Board since our last annual general meetingsuccession and refreshment process, the Governance Committee considered a wide slate of shareholders with four new independent directors joining the Board since January 1, 2022potential candidates, including women as well as racially and a fifth nominated for election, creating a furtherethnically diverse Board (as self-identified).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 (assuming all nominated directors are elected and have joined the Board):follows:   ● 44% of directors identify as female; 40% of directors identify as female;   ● approximately 11% of directors identify as LGBT+; 10% of directors identify as LGBT+;   ● approximately 11% of directors identify as Black; and 10% of directors identify as Black;   ● approximately 33% with non-U.S. citizenship. 60% of directors have non-U.S. citizenship; and   WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY 175% of Board Committee Chairs are female and 50% identify as Black or LGBT+. Proposal No. 1: Elect Directors (continued) The table below provides additional diversity information about our Board as of the 2022 Annual General Meeting of Shareholders (assuming all nominees are elected), in the categories listed below, each of which has the meaning as it is used in Nasdaq Listing Rule 5605(f).   Board Diversity Matrix1 Board Diversity Matrix Board Diversity Matrix     Board Size:                               Total Number of Directors    9   10      Female        Male        Non-Binary        Did Not Disclose Gender       Female       Male       Non-Binary       Did Not Disclose Gender           Part I: Gender Identity                                             Directors    4    5    —    —   4   6   —   —         Part II: Demographic Background                                             African American or Black    1                  1   —   —   —         Alaskan Native or Native American    —    —    —    —   —   —   —   —         Asian    —    —    —    —   —   —   —   —         Hispanic or Latinx    —    —    —    — Hispanic or Latino/a/e   —   —   —   —         Native Hawaiian or Pacific Islander    —    —    —    —   —   —   —   —         White    3    4    —    —   3   6   —   —         Two or More Races or Ethnicities    —    —    —    —   —   —   —   —         LGBTQ+    1    —    —    — LGBT+   1   —   —   —         Did Not Disclose Demographic Background    —    —    —    —   —   —   —   —   1 Includes all nine director nominees, including Mr. Reilly, who, if elected, will join the Board effective October 1, 2022. 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 analyzed by the office of the Corporate Secretary to interviews, 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: ● Step 1: The Governance Committee reviews and approves the process and outline for questions (whether in the form of written questionnaires or questions to be used for open dialogue), including whether to appoint a third-party facilitator. ● Step 2: Directors provide responses to the questions, which address a variety of topics including, among other things: O Board composition and structure; O meetings, materials and topics; O Board interaction with management; 2  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Proposal No. 1: Elect Directors (continued) O continuing education; and O effectiveness of the Board. ● Step 3: The evaluation results are then discussed in closed-session discussions: O with the Governance Committee, which reviews the results of the full Board as well as each Committee evaluation; O by each Committee (as necessary), with discussions being led by the independent Committee Chairs; and O by the full Board, with discussions being led by the Non-Executive Chair. Each Committee Chair also reports to the full Board regarding any discussions held at the Committee closed sessions. ● Step 4: Based on evaluation results, the Non-Executive Chair and Committee Chairs work to implement changes in practices or procedures, as appropriate. 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. Board and CEO Succession As previously announced, the Company had been engaging in a thorough, multi-year succession planning process prior to announcing the transaction with Aon in March 2020, including planning with respect to CEO succession and with respect to the composition of the Board. In 2021, including following the termination of the proposed transaction with Aon, the Board continued its work on succession planning, making announcements with respect both the transition to a new CEO and changes to Board composition. CEO Succession Following a succession planning process, including input from a third-party consultant to assess the experience and attributes of potential internal and external candidates, the Board appointed Mr. Hess as CEO, effective January 1, 2022. Mr. Hess served as a President from August 16, 2021 until his predecessor as CEO and a Board member, John Haley, retired at the end of 2021, as previously scheduled in his contract. For further information on Mr. Hess’s experience, see his biographical information below. Board Succession Following a succession planning process, including input from a third-party consulting firm and investors, the Board appointed four new independent directors, each of whom is nominated for election at the 2022 Annual General Meeting of Shareholders along with a fifth new independent director. In particular, concurrent with the transition to Mr. Hess as the new CEO, Dame Inga Beale, Mr. Michael Hammond and Ms. Michelle Swanback joined the Board, effective January 1, 2022. Additionally, Ms. Fumbi Chima joined the Board, effective April 1, 2022, and Mr. Paul Reilly is nominated for election to the Board, effective October 1, 2022. For further information on the new directors’ experience, see their biographical information below. In order to facilitate the director transition process and spend time on other commitments, Mr. Jaymin Patel stepped down from the Board on January 1, 2022, at which time three of the new, independent directors and the Company’s new CEO joined the Board. Further, Mr. Victor Ganzi, Ms. Anna Catalano, Ms. Wendy Lane and Mr. Wilhelm Zeller decided not to run for re-election to the Board at the 2022 Annual General Meeting of Shareholders. The Board appointed Mr. Paul Thomas to serve as the next Non-Executive Chair of the Board, succeeding Mr. Ganzi at the conclusion of his term at the 2022 Annual General Meeting of Shareholders. If re-elected to the Board, Mr. Thomas’s term as Chair will commence at the conclusion of the 2022 Annual General Meeting of Shareholders and will continue until the conclusion of the 2023 Annual General Meeting of Shareholders.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  3 Proposal No. 1: Elect Directors (continued) As a result of the foregoing, immediately following the 2022 Annual General Meeting of Shareholders (assuming all director nominees are elected), the Board will be composed of eight directors, four of whom will be new to the Board as of 2022. In addition, as of October 1, 2022 (assuming all director nominees are elected), the Board will be composed of nine directors, five of whom will be new to the Board as of 2022, respectively. Following the 2022 Annual General Meeting of Shareholders the Board will also have a new Chair. 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, at a minimum,among other things, the person’s integrity, experience, reputation, judgment, independence, maturity, skills and personality, commitment and, for current directors, his or hertenure and performance on the Board and its Committees. 2  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Proposal No. 1: Elect Directors (continued) Additionally, the Governance Committee:   ● 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 2021, all directors satisfied these criteria. believes that knowledge of the Company’s business and industries, finance, operational transformation, as well as technology and information security, including cyber-security, is also important. Based on such knowledge, the Governance Committee believes the director nominees are uniquely positioned to oversee the Company’s long-term strategy.     ● believes service on other public or private boards in markets around the world enhances a director’s knowledge and board experience. ● 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. ● believes that leadership experience, including through employment as CEO or senior executive 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 and the Company’s growth strategy. ● believes that, because of the Company’s global reach, international experience or knowledge of or experience in a key geographic area is important. ● seeks a high level of financial literacy and experience for the Board and its Committees, in light of the Company’s public and global nature (including conducting business in different countries and currencies). ● believes that, as the Company’s business also requires continuous compliance with the regulatory requirements of various agencies, legal, governmental or regulatory knowledge is helpful. ●•   believes that the Company distinguishes itself from its competitors through marketingBoard, as a whole, has the skills to support oversight of sustainability matters (i.e., our ESG efforts relating to our internal operations) as reflected by directors’ experience in the areas of public policy, talent management solutions, healthcare, diversity and inclusion, global management, strategy and risk management, among other areas and as a result, having one or more directors with a strong marketing perspective is also beneficial.further described below.   ● believes that knowledge of the Company’s business and industries, operational transformation, as well as technology and information security is also important. Based on such knowledge, the Governance Committee believes the director nominees are uniquely positioned to oversee the Company’s long-term strategy. believes that, as the Company’s business also requires continuous compliance with the regulatory requirements of various agencies, experience with regulated financial services is helpful. 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 2023, all directors satisfied these criteria. believes service on other public or private boards in markets around the world enhances a director’s knowledge and board experience. 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. believes that leadership experience, including through employment as CEO or senior executive 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 and the Company’s growth strategy. believes that, because of the Company’s global reach, international experience or knowledge of or experience in a key geographic area is important. seeks a high level of financial literacy and experience for the Board and its Committees, in light of the Company’s public and global nature (including conducting business in different countries and currencies). 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. 4  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Proposal No. 1: Elect Directors (continued) 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.”  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  3 Proposal No. 1: Elect Directors (continued) Willis Towers Watson PLC Director Skills and Experience Matrix Dame  Inga  Beale  Fumbi  Chima  Stephen  Chipman  Michael  Hammond  Carl  Hess  Jacqueline  Hunt  Paul  Reilly  Michelle  Swanback  Paul  Thomas  Fredric  Tomczyk  Business & Industry Human Capital and/or Benefits Advisory ● ● ● ● ● ● Insurance and Reinsurance ● ● ● ● ● Investment Advisory and Management ● ● ● ● ● Professional Services Company (Provider) ● ● ● ● ● ● Financial Background and experience in banking, financial services, investing, and accounting. ● ● ● ● ● ● ● ● ● ● M&A and Capital Markets ● ● ● ● ● ● ● ● ● Information Technology and Cybersecurity Expertise in information systems and security and significant experience overseeing risks related to cybersecurity. ● ● International Business(1) Background living or working in, or management responsibility for a business or function in key geographic areas outside the U.S. ● ● ● ● ● ● ● ● ● ● Management/ Executive Leadership Background in roles such as CEO and/or Senior Executive of a large company and/or global company with a significant transformation program. ● ● ● ● ● ● ● ● ● ● Public Board Previous directorships on other public company boards and board committees. ● ● ● ● ● ● Technology Oversight Experience related to overseeing risks related to technology and technology services. ● ● ● ● ● ● ● ● ● ● Diversity Gender, Race, LGBT+ diversity. ● ● ● ● Age < 60 ● ● ● Citizenship European/UK Citizenship ● ● ● ● ● Other Non-US Citizenship ● US Citizenship ● ● ● ● ● ● 1) All directors have significant experience working with businesses with international operations. 4  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  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: • Step 1: The Governance Committee reviews and approves the process and outline for questions (whether in the form of written questionnaires or questions to be used for open dialogue), including whether to appoint a third-party facilitator. • Step 2: Directors provide responses to the questions, which address a variety of topics including, among other things: O Board composition and structure; O meetings, materials and topics; O Board interaction with management; O continuing education; and O effectiveness of the Board. • Step 3: The evaluation results are then discussed in closed-session discussions: O with the Governance Committee, which reviews the results of the full Board as well as each Committee evaluation; O by each Committee (as necessary), with discussions being led by the independent Committee Chairs; and O by the full Board, with discussions being led by the Non-Executive Chair. Each Committee Chair also reports to the full Board regarding any discussions held at the Committee closed sessions. • Step 4: Based on evaluation results, the Non-Executive Chair and Committee Chairs work to implement changes in practices or procedures, as appropriate. 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.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  5 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. 6  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  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 Annual General MeetingAGM 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.    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  5 Proposal No. 1: Elect Directors (continued)     Independent Director;Director Since: 2022 Age: 60 Board Committees: Audit and Risk Committee Member; (Chair); Operational Transformation Committee Member   Director qualification highlights include:Key skills and experience:   •  CEO/management experienceManagement   •  Industry experience   •  Financial expertise    Dame Inga Beale   Dame Inga Beale, 58, has served on the Board since January 1, 2022. Background: Ms. Beale is the former Chief Executive Officer of Lloyd’s of London, a role she held from 2014 to 2018. Previously, Ms. Beale was Chief Executive Officer of Canopius Group Ltd, with its principal operations at Lloyd’s, from 2012 to 2014. Prior to that, from 2008 through 2011, she was Global Chief Underwriting Officer and Head of Mergers & Acquisitions, Organizational Transformation and Internal Consulting for Zurich Insurance Group. She held the role of Group CEO of Swiss reinsurer Converium Ltd in 2006 and 2007, after having spent 14 years in a variety of international roles for GE Insurance Solutions in both Europe and the US. She was appointed Dame Commander of the Order of the British Empire (DBE) in the 2017 New Year Honours for services to the economy.   Ms. Beale has served as a member of the Geneva Association Board from 2014 to 2018, a member of the UK Government’s Financial Services Trade and Investment Board from 2015 to 2018, and a member of the London Mayor’s Business Advisory Board from 2016 to 2021. She is currently also a directorserves on the public company boards of NN Group N.V., and Crawford and Company, and previously served on the public company board of Mediclinic International plc, where she ishad served as Chair. Ms. Beale is a Chartered Insurer and studied economics and accounting at Newbury College, Berkshire, England.   Qualifications: The Board has concluded that Ms. Beale should continue to serve on the Board due to, among other things, her previous executive and management experience in the insurance and reinsurance industry, including her time as CEO of multiple insurance and reinsurance companies. The Board believes that Ms. Beale’s management and directorship experience provides significant insight into global management, strategy, transformation and risk management.     6  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  7 Proposal No. 1: Elect Directors (continued)         Independent Director; Director Since: 2022 Age: 49 Board Committees: Corporate Governance and Nominating (Chair); Audit and Risk Committee Member; Governance Committee Member   Director qualification highlights include:Key skills and experience:   •  Executive/management experience   •  International business experience   •  Information technology expertiseand oversight of information security    Fumbi Chima   Fumbi Chima, 47, has served on the Board since April 1, 2022. Background: Ms. Chima is currently the Executive Vice President and Chief Information Officer, a role she has had since 2020, at Boeing Employees’ Credit Union (BECU), a not-for-profit financial cooperative. Prior to BECU, Ms. Chima served in leadership roles at various companies in the retail and financial sectors, includingsectors. Most recently, from 2020 to 2023, Ms. Chima served as Executive Vice President and Chief Information Officer of Boeing Employees’ Credit Union (BECU), a not-for-profit financial cooperative. Prior to BECU, Ms. Chima served as Chief Information Officer at Adidas AG, from 2019 to 2020, Chief Information Officer at Fox Networks Group, from 2017 to 2019, Chief Information Officer at Burberry Group plc, from 2015 to July 2017, and Chief Information Officer — Asia, at Walmart, Inc., from 2014 to 2015. Ms. Chima also previously served in other leadership roles at Walmart, Inc. from 2010 to 2014, and as Vice President of Corporate Systems at American Express Co. from 2006 to 2010.   Ms. Chima currently serves on the public company boards of AZEK Company, Inc., a manufacturer of residential and commercial building products, and Whitbread plc, a British hospitality company. From August 2021 to September 2022, Ms. Chima served on the board of Ted Baker plc, a British luxury clothing company, and Whitbread plc, a British hospitality company.which delisted from the London Stock Exchange in October 2022. Previously, Ms. Chima served as an independent member of the board of directors of Africa Prudential plc, a technology-driven share registration and investor service provider, from August 2020 through March 2022, and served on the board of directors of Global Sources Ltd., a business-to-business media company with a focus on the Greater China market, from September 2016 to September 2017. Ms. Chima previously served in advisory roles for SAP Executive Advisory, from 2019 to 2020, and Apptio EMEA Advisory, in 2020. Ms. Chima received her Bachelor of Arts in Politics and Philosophy from the University of Hull. Ms. Chima’s career accolades include, among others, One of the Top 100 Women in STEM, 2018 One of the Most Influential Black Executives in Corporate America, 2015 Trailblazer Award by Face-to-Face Africa and 2012 IT Leader of the Year.   Qualifications: The Board has concluded that Ms. Chima should continue to serve on the Board due to, among other things, her global business and technology experience, including information technology expertise and oversight of information security, and for her leadership in diversity and inclusion efforts, including advocating for women in business globally. The Board believes that Ms. Chima’s broad range of experience with public and private company leadership positions and directorships provides significant insight into the Company’s global operations and information technology.     8  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Proposal No. 1: Elect Directors (continued) Independent Director Since: 2023 Age: 62 Board Committees: Audit and Risk; Operational Transformation Key skills and experience: •  Executive/management •  International business •  Financial Stephen Chipman Background: Mr. Chipman has served in executive roles at several organizations. Most recently, from 2018 to 2019, Mr. Chipman served as Group Managing Director of Vistra, a private equity portfolio company, after its purchase of Radius, a private equity-backed global company providing technology-enabled services and solutions, where Mr. Chipman had served as CEO from 2016 through 2018. Prior to that, Mr. Chipman served as CEO of Grant Thornton LLP, a role he held from 2009 to 2014. Mr. Chipman held several roles at Grant Thornton including CEO of Grant Thornton China Management Corp. from 2006 to 2009; US Central Region Managing Partner and Office Managing Partner of Grant Thornton LLP from 2001 to 2006; Managing Partner, Global Services & Worldwide Director, at Grant Thornton LLP from 1996 to 2000; Asia Pacific Regional Technical Director with Grant Thornton International from 1992 to 1995; and Audit Professional at Grant Thornton from 1981 to 1991. Mr. Chipman currently serves as a director of Prudential Insurance Funds overseeing the management and performance of approximately $160 billion of assets in over 100 funds and strategies. He also serves on the board of Stout, a private equity-backed global advisory firm, and as chair of the board of Auxadi Holdo, a private equity-backed international corporate services company. Additionally, Mr. Chipman serves on the board of One Sky Foundation, a not-for-profit organization. Mr. Chipman was educated at Plymouth College and Plymouth Polytechnic in Plymouth UK. He is a U.S. Certified Public Accountant and a Chartered Accountant in England and Wales. Qualifications: The Board has concluded that Mr. Chipman should continue to serve on the Board due to, among other things, his significant management and strategic experience gained from a multitude of leadership roles. The Board believes that Mr. Chipman’s various executive officer positions provide significant insight into executive management and financial and risk management.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    79 Proposal No. 1: Elect Directors (continued)         Independent Director; Compensation Committee Member; Operational Transformation Committee MemberDirector Since: 2022 Age: 66   Director qualification highlights include:Board Committees: Operational Transformation (Chair); Human Capital and Compensation   •  CEO/management experienceKey skills and experience:   •  Executive/management •  International business experience   •  Industry expertise    Michael Hammond   Michael Hammond, 64, has served on the Board since January 1, 2022. Background: Mr. Hammond is a retired senior executive with experience at several international insurance broking firms. Most recently, he served in a variety of senior roles at Lockton. This included Chairman and CEO, Lockton Overseas, from 2016 to 2017, Chairman, Lockton International Holdings Ltd., from 2016 to 2017, CEO of Lockton International Holdings Ltd., from 2006 to 2016, and CEO of Lockton Companies LLP from 2010 to 2015. He previously served as CEO of JLT Risk Solutions and a member of the Board of JLT Group plc, from 2004 to 2005, and CEO of Marsh UK Ltd., from 2000 to 2003.   Mr. Hammond previously served on the board of directors of Lockton Cos., from 2011 to 2016, and, from 2006 to 2017, he served on the boards of directors at a number of privately-owned companies and subsidiaries of Lockton Cos., including as Chairman of Lockton Overseas Ltd., an investment management company, and as a director of Lockton, Inc., a risk management, insurance and employee benefits service provider, Lockton (MENA) Ltd., an insurance service provider, and Lockton Wattana (Thailand) pte, an insurance broker. Previously, Mr. Hammond also served on the boards of directors at JLT, a provider of insurance, reinsurance, employment benefits advice and brokerage services that was acquired by MMC, from 2005 to 2006, Marsh, Inc. (“Marsh”), a global professional services firm, from 2002 to 2003, and certain Marsh subsidiaries, from 2000 to 2003. Mr. Hammond currently serves as the Chairman of The London Insurance Market Charitable Trust and as a member of the University of East Anglia Student Business Enterprise Fund and Advisory Board.Trust. Mr. Hammond received his Bachelor of Arts in Economics and Social Studies from the University of East Anglia.   Qualifications: The Board has concluded that Mr. Hammond should continue to serve on the Board due to, among other things, his significant experience as CEO at large global insurance broking entities and his industry expertise. The Board believes that Mr. Hammond’s relevant management and board experience provides significant insight into global strategy and operations.     810    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Proposal No. 1: Elect Directors (continued)         Chief Executive Officer Director Since: 2022 Age: 62   Director qualification highlights include:Key skills and experience:   •  CEO/management experience   •  International business experience   •  Financial expertise    Carl Hess   CarlBackground: Mr. Hess 60, has served as Chief Executive Officer of the Company since January 1, 2022. Previously, Mr. Hess served as President from August 16, 2021 and, before that, as Head of Investment, Risk and Reinsurance from October 27, 2016 to August 16, 2021. Prior to that, Mr. Hess served as the Co-Head of North America at Willis Towers Watson from January 4, 2016, following the merger of legacy Willis Group and legacy Towers Watson, until October 27, 2016, and as Managing Director, The Americas, of Towers Watson from February 1, 2014 until January 4, 2016. Before that, he served as the Managing Director of Towers Watson’s Investment business from January 1, 2010 until February 1, 2014. Before his service at Towers Watson, Mr. Hess worked in a variety of roles for over 20 years at Watson Wyatt, lastly as Global Practice Director of Watson Wyatt’s Investment business. Mr. Hess is a Fellow of the Society of Actuaries and the Conference of Consulting Actuaries and a Chartered Enterprise Risk Analyst. Mr. Hess has a Bachelor of Arts cum laude in logic and language from Yale University.   Qualifications: The Board has concluded that Mr. Hess should continue to serve on the Board due to, among other things, his appointment as CEO and significant experience with and considerable knowledge of Willis Towers Watson, which he gained through his combined years of service as an employee, manager and officer of Willis Towers Watson, legacy Towers Watson and legacy Watson Wyatt. This includes over 20 years of experience in various management roles. The Board believes that Mr. Hess’s substantive expertise in a wide range of the Company’s business, including investments, brokerage and employee benefits and actuarial consulting, as well as his education and affiliations as a Fellow of the Society of Actuaries and member of the Conference of Consulting Actuaries, provides significant insight into Willis Towers Watson’s business and management of a global business.        WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    911 Proposal No. 1: Elect Directors (continued)         Independent Director;Director Since: 2023 Audit and Risk CommitteeAge: 56 Chair; Board Committees: Corporate Governance and Nominating Committee MemberNominating; Human Capital and Compensation   Director qualification highlights include:Key skills and experience:   •  CEO/Executive/management experience   •  International business experienceFinancial   •  Relevant board and committee experienceIndustry    Brendan O’Neill Jacqueline Hunt   Brendan O’Neill, 73, hasBackground: From 2016 until 2021, Ms. Hunt served on the Board since January 4, 2016 and as Chair of the Audit Committee/the Audit and Risk Committee since the Merger. Prior to that, starting in January 2010, Dr. O’Neill served on the legacy Towers Watson board and as Chair of the Nominating and Governance Committee and as a member of the Compensation Committee. Dr. O’Neill previouslyAllianz SE management board with executive responsibility for the asset management and U.S. life insurance divisions. Prior to that, she served as aexecutive director of Watson WyattPrudential plc and CEO of Prudential UK, Europe and Africa from July 20062013 to 2009.2015. She served as group CFO of Standard Life from 2010 to 2013. Ms. Hunt has also held a number of senior management positions in companies including Aviva, Hibernian Group, Norwich Union Insurance, PricewaterhouseCoopers and RSA Insurance.   In addition to serving on the Willis Towers Watson Board, Dr. O’NeillMs. Hunt currently serves on the public company board of Willis Limited, the principal subsidiary of Willis Towers Watson regulated by the Financial Conduct Authority, the financial services industry regulatorStandard Chartered PLC, a multi-national bank with operations in the U.K. Dr. O’Neill serves on the Willis Limited Audit Committeeconsumer, corporate and Enterprise Risk Management Committee. Dr. O’Neill previouslyinstitutional banking, and treasury services. Previously, Ms. Hunt served on the public company boards of Tyco International Ltd., Informa plc, AegisMan Group plcPLC, an active investment management business from February 2022 to March 2023, and Endurance Specialty Holdings Ltd, and onRothesay Life PLC, the private company board of Drambuie Ltd. as well as Deputy Chairman for the Institute for Cancer ResearchUK’s pensions insurance specialist, from June 2016July 2022 to April 2021. In addition, from 2003 until 2006, Dr. O’Neill served as an independent director for2023. Ms. Hunt holds a rangeBachelor of companies. Dr. O’Neill served as CEOCommerce and Directora Bachelor of Imperial Chemical Industries PLC (“ICI”), a manufacturer of specialty products and paints, until April 2003. Dr. O’Neill joined ICI in 1998 as its COO and Director, and was promoted to CEO in 1999. Prior to Dr. O’Neill’s career at ICI, he held numerous positions at Guinness PLC, including Chief Executive of Guinness Brewing Worldwide Ltd, Managing Director International Region of United Distillers, and Director of Financial Control. Dr. O’Neill also held positions at HSBC Holdings PLC, BICC PLC and the Ford Motor Company. He holds an M.A. in Natural SciencesAccounting degree from the University of Cambridgethe Witwatersrand and a Ph.D. in Chemistry from the University of East Anglia, and is a Fellow ofearned the Chartered Institute of Management Accountants (U.K.).Accountant designation.   The Board has concluded that Dr. O’Neill should continue to serve on the Board due to, among other things, his significant experience as CEO and as a senior executive of a number of U.K.-headquartered global businesses, including ICI, a former constituent of the FTSE 100 Index. The Board believes that Dr. O’Neill’s accounting and financial background and his service on international public company boards, including both Irish and U.K. companies, provide significant insight into international business management, strategy and oversight. In addition, Dr. O’Neill’s simultaneous Willis Towers Watson and Willis Limited board service is instrumental in facilitating communication between the boards of the two companies. 10  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Proposal No. 1: Elect Directors (continued) Independent Director; Compensation Committee Member; Corporate Governance & Nominating Committee Member Director qualification highlights include: •  CEO/management experience •  Relevant board and committee experience •  Marketing experience Linda Rabbitt Linda Rabbitt, 73, has served on the Board since January 4, 2016. Prior to that, starting in July 2010, Ms. Rabbitt served on the legacy Towers Watson board and as the Lead Director and a member of the Compensation Committee and the Nominating and Governance Committee. She also previously served as a director of Watson Wyatt from 2002 to 2009. Ms. Rabbitt is the founder and Chair of Rand Construction Corporation, a commercial construction company founded in 1989 that specializes in building renovation and tenant build-outs. Ms. Rabbitt served as CEO of Rand Construction Corporation from 1989 through the end of 2018. Prior to founding Rand Construction Corporation, Ms. Rabbitt was the co-founder and co-owner of Hart Construction Company, Inc., a commercial tenant construction company. From 1981 to 1985, Ms. Rabbitt was with KPMG (formerly Peat Marwick), where she was Director of Marketing from 1982 to 1985. Ms. Rabbitt previously served as a director of Brookfield Properties, a commercial real estate company, and as a Class C director of the Federal Reserve Bank of Richmond and served as Chair of the board from January 2013 through December 2014. Ms. Rabbitt currently serves as a director of the Greater Washington Board of Trade and the Economic Club of Washington, D.C. She previously served as a director of Leadership Greater Washington and as a trustee of George Washington University, and is a past Chair and the current Treasurer of the Federal City Council. Ms. Rabbitt holds a B.A. from the University of Michigan, Ann Arbor and an M.A. from George Washington University. Qualifications: The Board has concluded that Ms. RabbittHunt should continue to serve on the Board due to, among other things, her industry experience, her significant management experience gained from being the founder and CEO of a prominent construction business and building and growing the company’s business.at various global companies, as well as her financial expertise. The Board believes that Ms. Rabbitt’s significant leadershipHunt’s industry experience and management experience combined with her prior role at a global auditing/consulting firm, providesprovide significant insight into business development, marketing,global management and strategy as well as financial and risk oversight.management.     12  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  11 Proposal No. 1: Elect Directors (continued)         Independent Director Nominee (service to commence October 1, 2022)Since: 2022 Age: 69   Director qualification highlights include:Board Committees: Corporate Governance and Nominating; Human Capital and Compensation   •  Executive/management experienceKey skills and experience:   •  Financial expertiseExecutive/management   •  Financial •  International business experience    Paul Reilly   Mr. Reilly, 67, will serve on the Board, effective October 1, 2022, if elected at the 2022 Annual General Meeting of Shareholders. Background: Mr. Reilly is currently the Chief Executive OfficerCEO and Chair of the board of Raymond James Financial, a multi-national independent investment bank and financial services company, having served as CEO since May 2010. Prior to that, he served on the firm’s management team as president and CEO-designate from May 2009 to May 2010. He has served on the firm’s board of directors since 2006. From July 2007 to April 2009, Mr. Reilly was Executive Chairman of Korn/Ferry International, a global provider of talent management solutions with more than 90 offices in 39 countries throughout North America, Latin America, Europe, the Middle East, Africa and Asia Pacific. Mr. Reilly began his tenure with Korn/Ferry International as Chairman and CEO in 2001. Prior to that, he was CEO at KPMG International, a global network of professional services firms and one of the Big Four accounting organization,organizations, where he was responsible for the overall strategy and implementation of the firm’s products, services and infrastructure on a global basis. Before being named CEO at KPMG, Mr. Reilly ran the firm’s financial services business and earlier had held senior management positions in its real estate consulting group.   Mr. Reilly serves as the Chair of the American Securities Association (ASA) and as a member of the Board at Large of the Securities Industry and Financial Markets Association (SIFMA). He is also active with the Bank Policy Institute. Mr. Reilly’s charitable causes include involvement with the National Leadership Roundtable on Church Management and Our Lady of Divine Providence House of Prayer in Clearwater, Florida. Formerly, he acted as a board member of United Way Suncoast and as the Chair of the American Heart Association Heart Walk and Heart Ball. He received his Bachelor of Science degree and MBA from the University of Notre Dame and remains active with the school, serving the Business Advisory Council, and being recognized as a recipient of the Distinguished Alumnus Award in 2004-2005. In addition to his degrees, he earned the Certified Public Accountant designation.   Qualifications: The Board has concluded that Mr. Reilly should continue to serve on the Board due to, among other things, his significant experience as CEO at both a financial services company and a professional services company as well as his international business experience and financial expertise. The Board believes that Mr. Reilly’s relevant executive management and public company board experience provides significant insight into global strategy and operations.     12  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  13 Proposal No. 1: Elect Directors (continued)         Independent Director; Compensation Committee Member; Operational Transformation Committee MemberDirector Since: 2022 Age: 55   Director qualification highlights include:Board Committees: Human Capital and Compensation (Chair); Operational Transformation   •  Management experienceKey skills and experience:   •  Technology experienceExecutive/management   •  Technology •  Operational transformation experience      Michelle Swanback   MichelleBackground: Ms. Swanback 53, has served onas the BoardCEO of TTEC Engage, a business unit of TTEC, since January 1,May 2022, and as President of TTEC Holdings, Inc, since November 2022. Ms. Swanback Previously, she served as President, Product and Platform, of The Western Union Company from 2020 through March 31,to 2022. From 2014 to 2020, Ms. Swanback served as the Group Operating Officer at Accenture Digital. She previously served as the lead for Accenture Technology, North America, from 2012 to 2014. She also served as a managing director in the North American operating unit of the Accenture Communications, Media, and Technology operating group from 2011 to 2012. Ms. Swanback has a Bachelor of Science, Computer Information Systems and Finance from Colorado State University, and completed the IMD Executive Management program at Lausanne in Switzerland.   Qualifications: The Board has concluded that Ms. Swanback should continue to serve on the Board due to, among other things, her executive management experience as well as her technology and operational transformation experience. The Board believes that Ms. Swanback’s experience, including her leadership positions at global technology companies, provides significant insight into the Company’s global operations and information technology.   14  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  13 Proposal No. 1: Elect Directors (continued)         Non-Executive Board Chair Since: 2022; Independent Director;Director Non-ExecutiveSince: 2016 Age: 67 Board Committees: Audit and Risk; Operational Transformation Keys skills and experience: •  Executive/management •  Relevant board and committee •  Financial Paul Thomas Background: Mr.Thomas has served as the non-Executive Chair of the Board (following election atsince the conclusion of the 2022 Annual General Meeting) Operational Transformation Committee Chair; Audit and Risk Committee Member Director qualification highlights include: •  CEO/management experience •  Relevant board and committee experience •  Financial expertise Paul Thomas Paul Thomas, 65, has served on the Board since January 4, 2016 and as Chair of the Operational Transformation Committee since January 2022.AGM. Prior to that, starting in January 2010, Mr. Thomas served on the legacy Towers Watson board of directors, prior to the merger between Towers Watson and Willis Group Holdings in 2016, and as a member of the Audit Committee and the Risk Committee.   From November 2016 through March 2019, Mr. Thomas served as Senior Advisor of ProAmpac, a leading global flexible packaging company. Mr. Thomas retired on March 31, 2016 from his role as senior executive with the Rank Group NA, a position he had held since January 2011. He was previously the CEO of Reynolds Packaging Group from February 2008 through January 2011, when Alcoa sold the Reynolds Packaging Group business to the Rank Group. Mr. Thomas joined Alcoa in 1978 and, prior to the sale of its packaging businesses, most recently served as Executive Vice President for Alcoa and Group President for its Packaging and Consumer businesses. His prior roles included Executive Vice President responsible for the Alcoa Rolled and Engineered Products Group and Executive Vice President for People and Culture. Mr. Thomas holds a B.S. in Metallurgical Engineering and Material Sciences from Lehigh University and an Executive M.B.A. from the University of Tennessee.   Qualifications: The Board has concluded that Mr. Thomas should continue to serve on the Board due to, among other things, his significant experience as CEO or a senior executive at various large global companies, including his service as senior executive of the Rank Group NA, CEO of Reynolds Packaging Group and Executive Vice President of Alcoa. The Board believes that Mr. Thomas’s relevant management and Committee experience provides significant insight into financial and risk management as well as global strategy and operations.     14 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  15 Proposal No. 1: Elect Directors (continued) Independent Director Since: 2023 Age: 68 Board Committees: Audit and Risk; Corporate Governance and Nominating Key skills and experience: •  Executive/management •  Financial •  International business Fredric Tomczyk Background: Mr. Tomczyk has served as the CEO of CBOE Global Markets, Inc., a publicly traded securities exchange holding company, since September 2023 and as a member of its board of directors since July 2019. Mr. Tomczyk previously served as president and CEO of TD Ameritrade from 2008 to 2016 and, prior to that, as Chief Operating Officer from 2007 to 2008 with responsibility for the implementation of the company’s growth strategy. Prior to joining TD Ameritrade, Mr. Tomczyk served as the vice chair of corporate operations for TD Bank Group from 2002 through 2007. He also held a number of executive roles for Canada Trust, which later became TD Canada Trust. Prior to joining Canada Trust in 1998, he served as the president and CEO of London Life. Mr. Tomczyk previously served as the lead independent director of Sagen MI Canada Inc., a publicly traded company, and of its operating subsidiary, Sagen Mortgage Insurance Company Canada. He also previously served as a director of Knight Capital Group, Inc. and a trustee of Liberty Property Trust, both formerly publicly traded companies, and as a director of the Securities Industry and Financial Markets Association. Mr. Tomczyk holds a B.S. degree in applied economics and business management from Cornell University and earned the Chartered Accountant designation. Qualifications: The Board has concluded that Mr. Tomczyk should continue to serve on the Board due to, among other things, his significant experience as CEO at a financial services company as well as his financial expertise. The Board believes that Mr. Tomczyk’s management and directorship experience provides significant insight into global management, strategy and risk management. 16    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    Corporate Governance The Company believesWe believe that good governance is critical to achieving long-term shareholder value. WeAs such, we are committed to governance policies and practices that serve the long-term interests of the Company and its shareholders. Corporate Governance Highlights   ● Split CEO and independent Board Chair roles for the last several years. Separate CEO and independent Board Chair roles.   ● Formal CEO succession planning process. Formal CEO and management succession planning process.   ● Share ownership guidelines for directors and executive officers. Share ownership guidelines for directors and executive officers.   ● Directors and employees prohibited from hedging Company shares. Directors and employees prohibited from hedging Company shares.   ● Directors and executive officers prohibited from having margin accounts and pledging Company shares. Directors and executive officers prohibited from having margin accounts and pledging Company shares.   ● Majority voting for directors in uncontested elections; directors that do not receive a majority vote are not elected to the Board. Majority voting for directors in uncontested elections; directors that do not receive a majority vote are not elected to the Board.   ● Active Board participation in CEO and Board succession and Company strategic planning. Ongoing approach to Board refreshment and Board succession to meet evolving Board composition and Company needs.   ● Formal Board and Board Committee oversight of ESG initiatives, risks and disclosures. Active oversight of Company strategic planning.   ● Annual Board and Committee self-evaluations. Board and Board Committee oversight of sustainability initiatives, risks and disclosures.   ● Semi-annual shareholder engagement. Annual Board and Board Committee self-evaluations.   ● No poison pill. Semi-annual shareholder engagement.   ● Shareholders holding 10% of the Company’s share capital can convene a special meeting. No poison pill.   ● Conditional director resignations required for the Governance Committee’s and the Board’s consideration in the event a director experiences materially changed circumstances. Shareholders holding 10% of the Company’s share capital can convene a special meeting.   ● Limit on the number of public boards on which directors may serve and assessment of a director’s continued service if he or she accepts membership on another public board. Annual elections of directors and tenure limitations for directors, Board Chair and Board Committee Chairs. Regular executive sessions of independent directors. Conditional director resignations required for the Governance Committee’s and the Board’s consideration in the event a director experiences materially changed circumstances. Limit on the number of public boards on which directors may serve and assessment of a director’s continued service if he or she accepts membership on another public board.   O For each director, other than a director who serves an executive officer at WTW or any other public company, maximum of three other public company boards (in addition to WTW). For each director, other than a director who serves an executive officer at WTW or any other public company, maximum of three other public company boards (in addition to WTW). For each director who serves as a public company executive officer (including WTW’s CEO), maximum of one other public company board (in addition to WTW). All independent directors other than the CEO. Annual review of Board Committee composition. Proxy access proactively implemented. Onboarding and regular continuing director education. Board composition, reflects diversity of gender, ethnicity and nationality, and varied backgrounds and skill sets, including as follows:     O    For each director who serves as a public company executive officer (including WTW’s CEO), maximum of one other public company board (in addition to WTW). ● Majority of directors required to be independent. Other than the CEO, the current slate is wholly comprised of independent directors. ● Annual elections of directors. ● Annual review of Board Committee composition. ● Regular executive sessions of independent directors. ● Proxy access proactively implemented. ● Onboarding and regular continuing director education. ● Board composition, reflecting diversity of gender, ethnicity and nationality, and varied backgrounds and skill sets, including as follows (assuming all nominated directors are elected and have joined the Board): O 44%40% of directors identify as female;     O    approximately 11%10% of directors identify as LGBT+;     O    approximately 11%10% of directors identify as Black; O 60% of directors have non-U.S. citizenship; and     O    approximately 33% with non-U.S. citizenship.75% of Board Committee Chairs are diverse. Tenure guidelines for directors, Board Committee Chairs and the Board Chair. O No re-nomination after completing 12 years of service as a Willis Towers Watson PLC director (unless otherwise determined by the Board at the recommendation of the Governance Committee). O Board and Committee Chairs elected annually and not expected to serve for more than six consecutive terms (unless otherwise determined by the Board at the recommendation of the Governance Committee).      WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    1517 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 SECU.S. Securities and Exchange Commission (“SEC”) rules, NASDAQ listing standards and the Board’s Director Independence Standards. The Board’s Director Independence Standards are part ofincluded in the Company’s Corporate Governance Guidelines, which were adopted by the Board and which comply with the requirements of NASDAQ listing standards.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 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 11 times in 2021.2023. 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 managementgovernance issues. All directors standing for re-election who were on the Board in 2021 attended at least 75% of the aggregate of the total number of Board meetings and of any Committee on which they served in 2021. The independent directors held separate executive sessions without management either before or after each of the Board’s regularly scheduled meetings in 2021.The 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 Annual General Meeting of Shareholders.AGM. All directors standing for re-election who were on the Board in 20212023 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 2021 Annual General Meeting of Shareholders.2023 AGM. Board Leadership Structure As noted above, the members and chairs of each ofOur Corporate Governance Guidelines provide the Board Committees are independentwith flexibility to choose the appropriate leadership structure for the Board based on SEC, NASDAQwhat 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 governance standards.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, directlyall of whom are independent and play an active role in our strategic planning and oversee such 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 has determined thatgenerally reviews and renews, as appropriate, the Company and its shareholders are currently best served by havingterm of the roles of Board Chair and CEO undertaken by different individuals. Inannually. As of the event they are not, the Corporate Governance Guidelines provide for the appointment of a Presiding Independent Director. 2024 AGM, Mr. GanziThomas has served as the Independent Non-Executive Board Chair of the Board since January 1, 2019 and was re-elected by the Board to serve as Chair until the 2022 Annual General Meeting of Shareholders, at which time he will retire from the Board. Following the Annual General Meeting, Mr. Thomas will serve asfor two consecutive one-year terms.   1618    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued)     Under theNon-Executive Board Chair for a term to be renewed each year by the Board. Pursuant to the Company’s Corporate Governance Guidelines, the Non-Executive Board Chair:   ● convenes and presides at executive sessions of the independent and non-management directors; convenes and presides at executive sessions of the independent and non-management directors;   ● serves as principal liaison on Board-related issues between the independent and non-management directors and the CEO and provides the CEO with feedback from executive sessions; serves as principal liaison on Board-related issues between the independent and non-management directors and the CEO and provides the CEO with feedback from executive sessions;   ● prior to Board meetings, discusses with the CEO the information to be provided to directors and reviews and approves such information; ● approves Board meeting agenda items and, with the CEO, proposes for Board approval the Board’s calendar, including the number and frequency of Board meetings, to ensure there is sufficient time for discussion of all agenda items; ● recommends to the Board the retention of outside advisors and consultants who report directly to the Board on Board-related issues; ● consults with the Governance Committee on the appointment of chairs and members for Board Committees; ● is available for consultation and communication with shareholders in appropriate circumstances, as instructed by the Board; and ● performs such other functions and responsibilities as requested by the Board from time to time. Director Orientation and Continuing Education Director Orientation: Our robust orientation program familiarizes new directors with the Company’s businesses, strategiesCEO the information to be provided to directors and policies,reviews and assists new directors in developing companyapproves such information; approves Board meeting agenda items and, industry knowledgewith the CEO, proposes for Board approval the Board’s calendar, including the number and frequency of Board meetings, to optimize their serviceensure there is sufficient time for discussion of all agenda items; recommends to the Board the retention of outside advisors and consultants who report directly to the Board on Board-related issues; consults with the Governance Committee on the Board. The orientation also provides new directorsappointment of chairs and members for Board Committees; is available for consultation and communication with an understanding of their fiduciary dutiesshareholders in appropriate circumstances, as instructed by the Board; and performs such other requirements associated with serving onfunctions and responsibilities as requested by the Board of an Irish-domiciled company with shares listed on NASDAQ.from time to time. Continuing Education: Regular continuing education programs enhanceOur Board Chair has actively participated in our multi-year Board succession and refreshment process as well as 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.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.    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    1719 Corporate Governance (continued)     Board Committee Slates Prior Board Committee Composition As discussed further below, as of January 1, 2022, the Board combined the Audit Committee and the Risk Committee to form the Audit and Risk Committee and created a new Operational Transformation Committee. For the fiscal year 2021, prior to the combination of the Audit Committee and Risk Committee and the formation of the Operational Transformation Committee, theThe Board Committee composition wasis as follows:      Audit and Risk HCC Governance   Audit Compensation Corporate Governance & Nominating RiskOperational Transformation             Anna Catalano (1) Dame Inga Beale   X* X X            Victor Ganzi (1) Fumbi Chima X X*           John Haley Stephen Chipman1 X X           Wendy Lane Michael Hammond X* X        Brendan O’Neill X* X  Jaymin Patel (1) X  X  Linda Rabbitt X  X  Paul Thomas X* X  Wilhelm Zeller (1) X  X* * Designates Committee Chair Current Board Committee Composition The current Board Committee composition as well as the combined Audit and Risk Committee and formation of the Operational Transformation Committee, is as follows: Audit & Risk (3) Compensation Corporate Governance & Nominating Operational Transformation (4) Dame Inga Beale X  X  Anna Catalano (1) X  X  Fumbi Chima X  X  Victor Ganzi (1) X  X* Michael Hammond X  X  Carl Hess Wendy Lane (1) X* X  Brendan O’Neill X* X  Linda Rabbitt X  X  Michelle Swanback X  X  Paul Thomas (2) X  X*           Wilhelm Zeller (1) Jacqueline Hunt1     X X           Carl Hess   X       Michelle Swanback   X* X Paul Reilly X X Paul Thomas X X Fredric Tomczyk1 X X   * Designates Board Committee Chair. Chair service for all Board Committees, other than the Human Capital and Compensation Committee, rotated as of the 2023 AGM.   (1) Messrs. Stephen Chipman and Fredric Tomczyk and Ms. Catalano, Mr. Ganzi, Ms. Lane and Mr. Zeller are retiring fromJacqueline Hunt joined the Board at the 2022 Annual General Meetingand their respective Board Committees as of Shareholders. Mr. Patel retired from the Board on JanuaryApril 1, 2022.2023. General Description of Board Committee Responsibilities The Audit and Risk Committee generally assists the Board with overseeing the following: the integrity of the Company’s financial statements; the selection and oversight of the independent auditors, including their compensation and retention; the Company’s compliance with financial, legal and regulatory requirements; the independent auditors’ qualifications and independence; the performance of the independent auditors and the Company’s internal audit function; the Company’s establishment and maintenance of proper internal accounting controls and procedures; the review and disclosure, as needed, of financial statement errors; the preparation of an audit committee report as required by the SEC for inclusion in the Company’s annual proxy statement and as required by NASDAQ; the treatment of concerns regarding accounting, auditing, securities law and other matters reported by employees under the Company’s whistleblower policy; the review of the Company’s corporate and tax arrangements and structures in connection with the Directors’ Compliance Statement contained in the Irish Statutory Accounts; the Company’s identification and management of material enterprise risks; the overall enterprise risk management framework and practices used by the Company to identify, assess and manage key risks facing the Company and significant emerging risks; the development of plans for risk mitigation for the most significant risks to the Company and monitoring management’s implementation of such plans, and the effectiveness generally of enterprise risk mitigation strategies and activities; and   1820    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued)     (2) At the conclusion of the 2022 Annual General Meeting of Shareholders, Mr. Thomas will succeed Mr. Ganzi as Non-Executive Chair of the Board. (3) The Audit Committee and Risk Committee were combined effective January 1, 2022. (4) The Operational Transformation Committee was formed effective January 1, 2022. General Descriptionmanagement’s approach to risk identification, risk tolerance, risk assessment and risk management for strategic and financial risks facing the Company, as well as operational risks arising out of responsibilities identified in the Committee’s charter, including without limitation risks related to compliance and internal control matters (it being acknowledged that other Board Committee Responsibilities The Auditcommittees have responsibility with respect to the oversight of specified compensation and Risk Committee generally assists the Board with overseeing the following:human capital risks, operational and operational transformation risks, and governance risks, as set forth in their charters). ● the integrity of the Company’s financial statements; ● the selection and oversight of the independent auditors, including their compensation and retention; ● the Company’s compliance with financial, legal and regulatory requirements; ● the independent auditors’ qualifications and independence; ● the performance of the independent auditors and the Company’s internal audit function; ● the establishment and maintenance of proper internal accounting controls and procedures; ● the preparation of an audit committee report as required by the SEC for inclusion in the Company’s annual proxy statement and as required by NASDAQ; ● the treatment of concerns regarding accounting or auditing matters as reported under the Company’s whistleblower policy; ● the review of the Company’s corporate and tax arrangements and structures in connection with the Directors’ Compliance Statement contained in the Irish Statutory Accounts; ● the Company’s identification and management of material enterprise risks; ● the overall enterprise risk management framework and practices used by the Company to identify, assess and manage key risks facing the Company and significant emerging risks; ● the development of plans for risk mitigation for the most significant risks to the Company and monitoring management’s implementation of such plans, and the effectiveness generally of enterprise risk mitigation strategies and activities; and ● management’s approach to risk identification, risk tolerance, risk assessment and risk management for strategic and financial risks facing the Company, as well as operational risks arising out of responsibilities identified in the Committee’s charter, including without limitation risks related to compliance and internal control matters (it being acknowledged that other Board committees have responsibility with respect to the oversight of specified compensation and human capital risks, operational and operational transformation risks, and governance risks, as set forth in their charters). The Audit and Risk Committee’s focus on risk includes strategic risk, includingsuch as risks relating to strategic planning and execution, major financial risk exposures and the steps management has taken to monitor and control such risks, includingas well as risks relating to internal controls, disclosure controls and procedures, and tax and pension matters, and mergers and acquisitions, among other items. In that regard, pursuant to its charter, the Audit and Risk Committee meets annually with the CompensationHCC Committee Chair concerning the CompensationHCC 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  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  19 Corporate Governance (continued) 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. Dr. O’NeillDame 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 December 2021, the Board determined to combine the Audit Committee and Risk Committee of the Board. Following its combination,2023, the Audit and Risk Committee did not meet in 2021. The Audit Committee met formally five times in 2021, and the Risk Committee met formally four times in 2021.six times. In addition to holding formal meetings, the Audit Committee and RickRisk Committee members met informally during the course of the year to discuss and review financial matters related to the Company and its SEC filings, (includingincluding earnings releases for the Audit Committee). Each of the Committees previously met in executive session frequently, and after its formation, thereleases. The Audit and Risk Committee also frequently meets in executive sessions, including separate meetings with management, the internal auditors and external auditors. The CompensationHCC Committeegenerally assists the Board with the following:   establishing, in consultation with senior management, the Company’s general compensation philosophy and overseeing the development and implementation of compensation programs in accordance with the philosophy; reviewing and approving annual corporate goals and objectives relevant to the compensation of the CEO, evaluating the performance of the CEO in light of those goals and objectives, and (either as a Committee or together with the other independent directors) determining and approving the CEO’s compensation based on this evaluation, which compensation shall be ratified by the independent directors of the Board; with respect to the executive officers other than the CEO, after consideration of the CEO’s recommendations, reviewing and approving annual corporate goals and objectives relevant to their compensation, evaluating their performance in light of those goals and objectives and determining and approving their compensation; ●  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    establishing, in consultation with senior management, the Company’s general compensation philosophy and overseeing the development and implementation of compensation programs in accordance with the philosophy; 21 Corporate Governance (continued) reviewing and approving compensation policies applicable to the executive officers, including with respect to the recovery of incentive-based compensation and the administration of and compliance with such policies; evaluating executive compensation competitive practices and trends; reviewing and approving incentive compensation plans for the executive officers, and equity-based plans, subject to any necessary shareholder approval; in consultation with senior management, overseeing regulatory compliance with respect to compensation matters;     ● reviewing and approving annual corporate goals and objectives relevant to the compensation of the CEO, evaluating the performance of the CEO in light of those goals and objectives, and (either as a Committee or together with the other independent directors) determining and approving the CEO’s compensation based on this evaluation, which compensation shall be ratified by the independent directors of the Board; ● with respect to the executive officers other than the CEO, after consideration of the CEO’s recommendations, reviewing and approving annual corporate goals and objectives relevant to their compensation, evaluating their performance in light of those goals and objectives and determining and approving their compensation; ● reviewing and approving compensation policies applicable to the executive officers; ● evaluating executive compensation competitive practices and trends; ● reviewing and approving incentive compensation plans for the executive officers, and equity-based plans, subject to any necessary shareholder approval; ● in consultation with senior management, overseeing regulatory compliance with respect to compensation matters; ●•   reviewing and discussing with senior management the Compensation Discussion and Analysis and approving its inclusion in the Company’s Proxy Statement and Annual Report on Form 10-K;   ● reviewing the results of the “say-on-pay” and “say-on-frequency” proposals included in this Proxy Statement and the appropriate response; reviewing the results of the “say-on-pay” and “say-on-frequency” proposals included in this Proxy Statement and the appropriate response;   ● providing input and advice on the implementation of the Company’s human capital and talent strategy, including recruiting and development strategies, inclusion and diversity initiatives and the development of senior leaders. providing input and advice on the implementation of the Company’s human capital and talent strategy, including recruiting and development strategies, inclusion and diversity initiatives and the development of senior leaders.   20  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  making recommendations to the Board on the compensation for non-employee directors, Board Committee Chairs and Board Committee members; Corporate Governance (continued)   making recommendations to the Board on director and executive officer share ownership guidelines and monitor compliance therewith;   ● making recommendations to the Board on the compensation for non-employee directors, Board Committee Chairs and Board Committee members; annually evaluating the independence of the Committee’s compensation consultants, legal counsel and/or other advisors, taking into consideration the factors enumerated in NASDAQ listing standards;   ● making recommendations to the Board on director and executive officer share ownership guidelines and monitor compliance therewith; reviewing the nature of services provided by the Committee’s compensation consultant, any remuneration provided to such consultant and evaluating, in accordance with SEC rules, whether any conflict of interest exists with respect to such consultant;   ● annually evaluating the independence of the Committee’s compensation consultants, legal counsel and/or other advisors, taking into consideration the factors enumerated in NASDAQ listing standards; reviewing an assessment of the Company’s compensation programs to determine whether they create risks that would be reasonably likely to have a material adverse effect on the Company. ● reviewing the nature of services provided by the Committee’s compensation consultant, any remuneration provided to such consultant and evaluating, in accordance with SEC rules, whether any conflict of interest exists with respect to such consultant; ● reviewing an assessment of the Company’s compensation programs to determine whether they create risks that would be reasonably likely to have a material adverse effect on the Company. In 2021,2023, the CompensationHCC Committee met formally sevensix 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 Committeegenerally assists the Board with the following:   ● recommending to the Board, in light of the Board’s qualifications, the director nominees to stand for election by shareholders and in the event of any director vacancy; recommending to the Board, in light of the Board’s qualifications, the director nominees to stand for election by shareholders and in the event of any director vacancy; developing and recommending director independence standards to the Board, periodically reviewing those standards and evaluating directors’ independence; developing and recommending to the Board the director selection process for identifying, considering and recommending candidates to the Board and director qualification standards for use in selecting new nominees and periodically reviewing the process and standards; assisting the Board in its evaluation of its non-employee directors’ time commitments, including with respect to other board leadership positions; reviewing the appropriateness of continued service on the Board of members whose circumstances have changed, including if members contemplate accepting a directorship at another company or an appointment to an audit committee of another company; making recommendations to the Board on matters relating to director tenure, which may include the retirement of Board members, term limits or a mandatory retirement age;   ● 22   developing and recommending director independence standards to the Board, periodically reviewing those standards and evaluating directors’ independence; ● developing and recommending to the Board the director selection process for identifying, considering and recommending candidates to the Board and director qualification standards for use in selecting new nominees and periodically reviewing the process and standards; ● reviewing the appropriateness of continued service on the Board of members whose circumstances have changed, including if members contemplate accepting a directorship at another company or an appointment to an audit committee of another company; ● making recommendations to the Board on matters relating to director tenure, which may include the retirement of Board members, term limits or a mandatory retirement age; ● establishing, overseeing and recommending the purpose, structure and operations of the various Board Committees, and the qualifications and criteria for membership on each Board Committee; ● recommending to the Board, from time to time, changes the Committee believes is desirable to the size of the Board or any Committee thereof; ● recommending to the Board a nominee for Chair (or, if applicable, recommending to the independent and non-management directors a nominee for Presiding Independent Director) and recommending to the Board the nominees and the Chair for each Board Committee; ● reviewing periodically and recommending changes to the Board, from time to time, to the Company’s Corporate Governance Guidelines; ● reviewing the orientation process for all new directors and a continuing education program for all directors; ● developing a policy with regards to the Committee’s consideration of any director candidates recommended by the Company’s shareholders and consider director candidates recommended by the Company’s shareholders in accordance with such policy;  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  21 Corporate Governance (continued)   establishing, overseeing and recommending the purpose, structure and operations of the various Board Committees, and the qualifications and criteria for membership on each Board Committee; recommending to the Board, from time to time, changes the Committee believes is desirable to the size of the Board or any Committee thereof; recommending to the Board a nominee for Chair (or, if applicable, recommending to the independent and non-management directors a nominee for Presiding Independent Director) and recommending to the Board the nominees and the Chair for each Board Committee; reviewing periodically and recommending changes to the Board, from time to time, to the Company’s Corporate Governance Guidelines; reviewing the orientation process for all new directors and a continuing education program for all directors; developing a policy with regards to the Committee’s consideration of any director candidates recommended by the Company’s shareholders and consider director candidates recommended by the Company’s shareholders in accordance with such policy; administering and overseeing, on behalf of the Board, the evaluation process for the overall effectiveness of the Board (including the effectiveness of the Board Committees and the Board’s performance of its governance responsibilities); reviewing succession plans prepared by management for all senior management;     ● administering and overseeing, on behalf of the Board, the evaluation process for the overall effectiveness of the Board (including the effectiveness of the Board Committees and the Board’s performance of its governance responsibilities); ● reviewing succession plans prepared by management for all senior management; ●•   overseeing the Company’s environmental, social and governance (“ESG”)sustainability initiatives (except(i.e., the Company’s ESG efforts related to its internal operations), except as delegated to other Board Committees),Committees, with the relevant Board Committees managing their specific ESG responsibilities as set forth in their respective charters, and reporting to the Board, as appropriate;   ● reviewing the Company’s ESG disclosure in the Proxy Statement; reviewing the Company’s sustainability disclosure in the Proxy Statement;   ● approving any charitable contributions over a threshold delegated by the Board; approving any charitable contributions over a threshold delegated by the Board;   ● reviewing any Company shareholder engagement plans, including referring to another Board Committee for review, if appropriate, or otherwise making recommendations to the Board with respect to shareholder proposals properly submitted for inclusion in the Proxy Statement or for consideration at an annual general meeting of shareholders; and reviewing any Company shareholder engagement plans, including referring to another Board Committee for review, if appropriate, or otherwise making recommendations to the Board with respect to shareholder proposals properly submitted for inclusion in the Proxy Statement or for consideration at an AGM; and   ● reviewing government relations activities and overseeing any policies regarding political activity. reviewing government relations activities and overseeing any policies regarding political activity. 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 2021,2023, the Governance Committee met formally fourfive 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, including director succession.matters. The Operational Transformation Committee generally assists the Board with the following:   ● helping to oversee the implementation of the Company’s operational transformation plan, which aims to achieve significant run rate cost savings by the end of 2024; helping to oversee the implementation of the Transformation Program, which aims to achieve significant run rate cost savings by the end of 2024; overseeing risk management in relation to the Transformation Program and arising out of the Company’s operational processes and functions that support the Company’s business; discussing and reviewing with management efforts to develop, implement and monitor the Transformation Program and drive operational efficiencies; receiving reports and presentations from management and outside advisors regarding operational risk areas covered by the Committee’s charter; and conferring with the Audit and Risk Committee Chair with respect to risk assessments relating to the Transformation Program.   ●  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    overseeing risk management in relation to the operational transformation plan and arising out of the Company’s operational processes and functions that support the Company’s business; 23 Corporate Governance (continued)   ● discussing and reviewing with management efforts to develop, implement and monitor the operational transformation plan and drive operational efficiencies;   ● receiving reports and presentations from management and outside advisors regarding operational risk areas covered by the Committee’s charter; and ● conferring with the Audit and Risk Committee Chair with respect to risk assessments relating to the operational transformation plan. The Operational Transformation Committee was formed effective as of January 1, 2022, and will havehas a term ending on December 31, 2024, concurrent with the conclusion of the Company’s operational transformation plan.Transformation Program. The Operational Transformation Committee’s risk oversight includes, among other items, risks related to technology, cybersecurity and information security, risk,processes that support quality control within the businesses, market-derived income governance, business continuity activities, market security processes, supplier management, and material new products and services that create significant operational risks. Therisks, 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 didis 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 meeta member of the Operational Transformation Committee but has experience in 2021, but generally holds executive sessions after each Committee meetinginformation technology and meets informally, as appropriate.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 22  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued) 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, 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. 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@willistowerswatson.com.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 24  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  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 Company’s operational transformation plan as well asTransformation Program, risks related to technology, cybersecurity and information security, processes that support quality control within the businesses, market-derived income governance, business continuity activities, andmarket 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 “— ESG“ — Sustainability Oversight, Initiatives and Activities.” In addition, an overall review of risk is inherent inAs the Board’s considerationOperational Transformation Committee has a term ending on December 31, 2024, concurrent with the conclusion of the Company’s long-term strategies andTransformation Program, the Governance Committee is in the transactions and other matters presented toprocess of assessing the Board including capital expenditures, acquisitionsCommittee structure and divestitures, and financial matters. 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    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    2325 Corporate Governance (continued)     To learn more about risks facing the Company, review the factorsFactors”, each of which is included in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ending December 31, 2021 as2023, and any risk factors updated byin the Company’s 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 currently may currentlynot be deemed to be immaterialconsidered material also may materially adversely affect the Company’s business, financial condition or results of operations in future periods. ESGSustainability Oversight, Initiatives 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.wtwco.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: ● The Governance Committee has oversight of ESG initiatives, reviews ESG disclosure in the proxy statement and discusses with management, on an annual basis, its corporate social responsibility initiatives, which include the Company’s environmental sustainability program and charitable contributions. ● The Audit and Risk Committee has the primary responsibility of assisting the Board in its oversight of the framework, policies and practices used by management to identify, assess and manage key strategic and operational risks (other than with respect to operational transformation and risks overseen by the Operational Transformation Committee) facing the Company. The Audit and Risk Committee reviews ESG financial disclosure included in documents filed with the SEC or required under Irish law. ● The Operational Transformation Committee oversees risks arising out of the Company’s operational processes and functions that support the Company’s businesses; as such, it reviews business continuity risks, including climate-related risks, if identified as having a material impact on the business strategy or operations. ● The Compensation Committee reviews talent and culture, including inclusion and diversity, as well as social initiatives such as gender pay gap reporting. 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.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. Accordingly,We have a cross-functional management committee sponsored by our principles reflect an aspirational commitment to: ● Demonstrating that we are a responsible and ethical business partner by conducting our business based on our Code of Conduct and our Company values, which emphasize managing all relationships with fairness, decency and good citizenship. ● Partnering with our clients and communities to help address their social and economic challenges. For example, we are a founding member of the Insurance Development Forum, a public/private partnership led by the insurance industry and international organizations (such as the United Nations 24  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued) and the World Bank) that aims to optimize and extend the use of insurance and its related risk management capabilities to build greater resilience and protection for people, communities, business, and public institutions that are vulnerable to disasters and their associated economic shocks. ● Enabling our colleagues to reach their full potential by fostering a culture of mutual respect and security, an inclusive and diverse work environment, annual formal engagement via company-wide surveys as well as frequent pulse surveys and other listening mechanisms, an array of professional development opportunities, safe working conditions and fair hiring and labor standards. Each year our leaders adopt diversity and inclusion-focused objectives through the company, and we continue to look for ways to ensure an objective and fair process that mitigates human biases in all of our talent programs and processes. Examples of our inclusion and diversity activities and recognitions include: O Globally: ● For the seventh year running, we were a global festival partner of the Dive In festival for inclusion and diversity in insurance, holding events across the company globally. ● Since 2019, we have been included in the Bloomberg Gender-Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation, and transparency. ● In 2021, we became one of the 44 founding members of the World Economic Forum’s Racial Justice in Business Initiative. The purpose of this initiative is to build more equitable and just workplaces for professionals with under-represented racial and ethnic identities. O In the U.S.: We have been recognized by the Human Rights Campaign Foundation as a “Best Place to Work” for LGBT+ equality since 2015. O In the U.K.: We are a member of Stonewall’s Diversity Champions program, an employers’ forum for sexual orientation and gender identity equality. ● Strengthening our communities through philanthropic activities, including Matching Gifts and Volunteer Day Programs that provide our colleagues with paid opportunities to volunteer their time and amplify their charitable giving through gift matching. ● Minimizing our environmental impact and carbon emissions through improvements to energy efficiency in our operations, reducing our need for business travel through the use of virtual meeting technologies, promoting recycling, minimizing the waste we send to landfill, purchasing environmentally-responsible office supplies and encouraging our colleagues to adopt environmentally-responsible habits. O Globally: In 2021, we announced our commitment to delivering net zero greenhouse gas emissions — in alignment with the Science Based Targets Initiative — by 2050 at the latest, with at least a 50% reduction by 2030, across the Company’s business operations. This includes a commitment to achieving 100% renewable energy supplies across the Company’s real estate portfolio. ● Improving our suppliers’ ESG impacts by increasing our demand for and use of goods that are developed in a sustainable way and contribute to a reduced carbon footprint, tracking supplier diversity, including ESG questions and evaluation criteria within our procurement processes, and aiming to have in place a form of supplier contract that stipulates all operations must be conducted in full compliance with all applicable laws in connection with the contract. ● Being closely involved with various governments, intergovernmental organizations and civil societies on climate policy and research and sharing the collective ambition of an orderly transition towards sustainable and resilient economies and communities. ● Participating in a variety of collaborations and memberships, including as proud members of the insurance industry initiative ClimateWise, supporters of the Taskforce on Climate-Related Financial Disclosures (“TCFD”), and active members of the Coalition for Climate Resilient Investment.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  25 Corporate Governance (continued) Additionally,General Counsel and comprised of representatives from across the global functions (the Sustainability Taskforce) to reinforce our commitments, we have in place our ESGcoordinate and facilitate communication of the Company’s sustainability initiatives applicable to its own operations. The Taskforce to provideprovides central governance over our ESGsustainability 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: The Governance Committee has general oversight of sustainability initiatives (with the relevant Board Committees managing their specific sustainability responsibilities as set forth in their respective charters), reviews sustainability disclosure in the proxy statement and discusses with management, on at least an annual basis, its corporate responsibility initiatives, which include the Company’s environmental programs and charitable contributions. The Audit and Risk Committee has the primary responsibility of assisting the Board in its oversight of the framework, policies and practices used by management to identify, assess and manage key strategic and operational risks (other than with respect to operational transformation and risks overseen by the Operational Transformation Committee or other Committees) facing the Company. The Audit and Risk Committee reviews sustainability reporting and financial disclosure included in documents filed with the SEC or required under Irish law. The Operational Transformation Committee oversees risks arising out of the Company’s operational processes and functions that support the Company’s businesses; as such, it reviews business continuity risks, including climate-related operational risks, if identified as having a material impact on the business strategy or operations. The HCC Committee reviews talent and culture, including inclusion and diversity, as well as social initiatives such as gender pay gap reporting. 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 26  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued) efforts across the Company. The Sustainability Taskforce is sponsored by our General Counsel Chief Financial Officer and Chief Administrative Officer, and comprisescomprised of representatives from across the business segments and corporateglobal functions. To learn more about our ESGsustainability principles, commitments, awards and related statements, includingand to review our ESG report (which includes EEO-1 data) and SASB appendix, and TCFD Statement and our Sustainability Accounting Standards Board Disclosures (SASB),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.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.   All Non-Employee Directors    ●•  $125,000 cash fee, payable 100% in equity at the non-employee director’s election; and   ●•  time-based restricted share units equal to $160,000$200,000 that vest in full on the earlier of (x) the one-year anniversary of the grant date and (y) the next subsequent annual general meeting of shareholdersAGM following the grant date. Non-Executive Chair of the Board    ●  $150,000,•  $200,000, payable 50% in equity and 50% in cash, or 100% in equity at the Non-Executive Chair’s election. •  If the Chair of the Board also serves as a Chair of a Committee, he or she is not permitted to receive Committee Chair fees. Audit and Risk Committee Chair (1)    ●•  $25,000†cash fee All Other Audit and Risk Committee Members (1)   ●  $15,000 cash fee Compensation Committee Chair ●  $20,000†cash fee All Other Compensation Committee Members ●  $12,500 cash fee Governance Committee Chair    ●  $17,000†•  $12,500 cash fee All Other GovernanceHCC Committee MembersChair    ●  $10,000•  $15,000 cash fee Operational Transformation Committee Chair    ●•  $25,000†cash fee All Other Operational Transformation Committee Members ●  $15,000 cash fee † Includes Committee membership fee. (1) The Audit Committee and Risk Committee were combined effective January 1, 2022. Prior to that time, cash fees for non-employee director service on the respective Committee were as follows: (i) for the Audit Committee Chair, $25,000 (including the Committee membership fee); (ii) for all other Audit Committee members, $15,000; (iii) for the Risk Committee Chair, $20,000 (including the Committee membership fee); and (iv) for all other Risk Committee members, $12,500. The term of service for the Non-Executive Chair of the Board as well as the Board and its Committees runs from the date of the Annual General Meeting of Shareholders to the date of the next meeting the subsequent year. 26  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued) The following table sets forth cash and other compensation paid or accrued to the non-employee directors of Willis Towers Watson during 2021. It does not reflect compensation paid to the new directors who joined the Board in 2022.2023.             Willis Towers Watson Non-Employee Director    Fees Earned or Paid in Cash ($)      Share Awards ($) (1)      All Other Compensation ($) (2)      Total ($)             Anna Catalano (3)    $ 150,000      $ 160,000        —      $ 310,000             Victor Ganzi (4)    $ 29,500      $ 435,000        —      $ 464,500             Wendy Lane (5)    $ 157,500      $ 160,000        —      $ 317,500             Brendan O’Neill (6)    $ 162,500      $ 160,000        —      $ 322,000             Jaymin Patel (7)    $ 206,250      $ 160,000        —      $ 366,250             Linda Rabbitt (8)    $ 69,375      $ 285,000        —      $ 354,375             Paul Thomas (9)    $ 160,000      $ 160,000        —      $ 320,000             Wilhelm Zeller (10)    $ 113,125      $ 160,000        —      $ 273,125             Willis Towers Watson Non-Employee Director    Fees Earned or Paid in Cash ($)      Share Awards ($) (1)      All Other Compensation ($) (2)      Total ($)             Dame Inga Beale (3)      140,522        200,000        —           340,522             Fumbi Chima (4)      7,761        325,000        —           332,761             Stephen Chipman      93,750        233,333        —           327,083             Michael Hammond (5)      140,522        200,000        —           340,522             Fredric Tomczyk      93,750        233,333        —           327,083             Jacqueline Hunt      93,750        233,333        —           327,083             Paul Reilly      125,000        200,000        —           325,000             Michelle Swanback (6)      140,000        200,000        —           340,000             Paul Thomas (7)      225,000        300,000        —           525,000    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  27 Corporate Governance (continued)   (1) On May 11, 2021,17, 2023, each of the non-employee directors received 605881 time-based restricted share units (“RSUs”), except for (i) Mr. GanziMs. Chima received 1,432 RSUs in connection with their base director fee equity election; (ii) Fredric Tomczyk, Jacqueline Hunt and Stephen Chipman who received 1,646a pro-rated equity award of 143 RSUs ($33,333) in connection with their April 1, 2023 commencement date and vested on May 17, 2023; and (iii) Mr. Thomas who received 1,322 RSUs in connection with his Non-Executive Chair fee and his base director fee equity election and (ii) Linda Rabbitt who received 1,078 RSUs, pursuant to her base director fee equity election.fee. The RSUs vest in full on May 11, 2022, except for Mr. Patel, whose 605 RSUs vested on December 29, 2021.the earlier of the one-year anniversary of the grant date and the Company’s 2024 AGM. The share award value shown is the full fair value as of the date of grant.   (2) The Company reimburses directors for reasonable travel and related expenses incurred in connection with their participation in Board or Board Committee meetings. The Company also hired tax consultants, whose fees are expected to be less than approximately €15,000 in the aggregate, in Dublin, Ireland and the U.S. to prepare the directors’ Irish and U.S. 20212023 tax documentation.   (3) The above fees reflect Ms. Catalano’sDame Inga Beale’s role as a member of both the Audit and Risk Committee and the Governance Committee.Chair.   (4) The above fees reflect Mr. Ganzi’sMs. Chima’s role asNon-Executive Chair of the Board, Chair of the Governance Committee and a member of the Compensation Committee.Chair.   (5) The above fees reflect Ms. Lane’sMr. Hammond’s role as the Chair of the CompensationOperational Transformation Committee and a member of the Risk Committee.Chair.   (6) The above fees reflect Dr. O’Neill’sMs. Swanback’s role as Co-Chair of the AuditHCC Committee and his additional role as a member of the Risk Committee. In 2021, Dr. O’Neill also served as a board member of Willis Limited, the Company’s principal insurance brokerage subsidiary outside of the United States, pursuant to which he received an annual cash fee of £50,000.Chair.   (7) The above fees reflect Mr. Patel’s role as a member of both the Compensation Committee and the Risk Committee. The above fees also include a payment of $56,250, which represents the pro-rated amount if Mr. Patel had served as a director from January 1, 2022 through the 2022 Annual General Meeting of Shareholders. As Mr. Patel stepped down from the Board on January 1, 2022 in order to facilitate the director transition process, this pro-rated amount was paid to him on December 29, 2021. (8) The above fees reflect Ms. Rabbitt’s role as a member of both the Compensation Committee and the Governance Committee. (9) The above fees reflect Mr. Thomas’s role as Co-Chair of the Audit Committee and a member of the Governance Committee. (10) The above fees reflect Mr. Zeller’s role as theNon-Executive Chair of the Risk Committee and a member of the Audit Committee.Board.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  27 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 he or she leavesleaving 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 shesuch 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 CompensationHCC 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. 28  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued) The following table sets forth the non-employee directors’ equity ownership as of December 31, 2021. It does not reflect the equity granted to the new directors who joined the Board in 2022.2023.         Non-Employee Director      Shares        RSUs         Anna Catalano        5,661          605         Victor Ganzi        20,386          1,646         Wendy Lane        7,333          605         Brendan O’Neill        12,726          605         Jaymin Patel        5,428          0         Linda Rabbitt        13,413          1,078         Paul Thomas        10,639          605         Wilhelm Zeller        8,470          605         Non-Employee Director      Shares        RSUs         Dame Inga Beale        650          881         Fumbi Chima        876          1,432         Stephen Chipman        74          881         Michael Hammond        650          881         Jacqueline Hunt        74          881         Fredric Tomczyk        74          881         Paul Reilly        435  (1)         881         Michelle Swanback        650          881         Paul Thomas        11,708          1,322   (1) Includes 48 shares held via revocable trust. For more information regarding the number of shares beneficially owned by each director as of March 23, 2022,25, 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 28  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued) 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:   ● the position within or relationship of the Related Person with the Company; the position within or relationship of the Related Person with the Company; the materiality of the transaction to the Related Person and the Company, including the dollar value of the transaction, without regard to profit or loss; the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to the Company for attaining the purposes of the transaction; whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Persons; whether the transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and the effect of the transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.   ●  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    the materiality of the transaction to the Related Person and the Company, including the dollar value of the transaction, without regard to profit or loss; 29 Corporate Governance (continued)   ● the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to the Company for attaining the purposes of the transaction;   ● whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that the Company offers generally to persons who are not Related Persons; ● whether the transaction is in the ordinary course of the Company’s business and was proposed and considered in the ordinary course of business; and ● the effect of the transaction on the Company’s business and operations, including on the Company’s internal control over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction. 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. 20212023 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, 2021,2023, BlackRock and certain of its subsidiaries were beneficial owners of more than 5% of our outstanding shares. During 2021,2023, 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 $511,682$368,000 for these services and software solutions, which were provided in the ordinary course of business on an arm’s-length basis. On August 2, 2021, the Company hired Ms. Calyn Haley, Mr. Haley’s daughter, as a senior research associate. Ms. Haley’s base salary is $117,500 and her target STI opportunity, subject to individual and company performance, is 15% of base salary; both are aligned with the compensation structure in place for other broad-based employees in similar roles. Mr. Haley was not involved in any employment or compensation decision by the Company with respect to Ms. Haley. 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.wtwco.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.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  29 Corporate Governance (continued) 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@willistowerswatson.com.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:   ● if the person submitting the communication is a security holder, a statement of the type and amount of the securities of the Company that the person holds; if the person submitting the communication is a security holder, a statement of the type and amount of the securities of the Company that the person holds;   ● if the person submitting the communication is not a security holder and is submitting the communication as an interested party, the nature of the person’s interest; and if the person submitting the communication is not a security holder and is submitting the communication as an interested party, the nature of the person’s interest; and   ● the address, telephone number and e-mail address, if any, of the person submitting the communication. the address, telephone number and e-mail address, if any, of the person submitting the communication. Please note that communications may be shared with Company management. Please see the section “Additional Information — Shareholder and Other Proposals for the 2023 Annual General Meeting”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 2023 Annual General Meeting of Shareholders.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 30  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued) purpose of our year- roundyear-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 providingto 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. OverThe Governance and HCC Committees are both involved in the past year,outreach program. Generally, we review our outreach plans and the Company faced different issuesresults of our outreach efforts and accordingly, we tailored our shareholder outreach programs to addressdiscuss any significant feedback with both Committees (and the various corporate changes. During the 2021 Proxy Season, although the Company was awaiting regulatory approval to potentially combine with Aon, management still believed it was important tofull Board, as appropriate). The Committees continue to reach out to its main institutional investors to discussvalue and consider shareholder feedback, among other factors, in their evaluation of the Proxy Statement and its rationale for theCompany’s executive compensation program and corporate governance structure and ESG initiatives. Shareholdersstructure. 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 2021 2023 Say-on-Pay proposal to approve the NEOs’ compensation receivinghaving received approximately 95.92%96.8% of the votes cast in favor at the 2021 Annual General Meeting2023 AGM. Over the course of Shareholders. 30  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Corporate Governance (continued) After the Aon transaction was terminated,our various shareholder outreach programs, we have received feedback from certain shareholders and have incorporated that feedback in August 2021, theparts of our Board appointed Mr. Hesssuccession plans and executive compensation programs, such as President and future CEO. Again, management took the opportunity to reach out to shareholders representing approximately 50% of the outstanding shares to offer an introductory call with Mr. Hess. Other management attendees included, among others, our then-current CFO, Head of Investor Relations and/or General Counsel. Management then held an Investor Dayincorporating various financial metrics in early September to explain its going-forward strategy. In the fall, management continued the conversations with investors and offered the opportunity to discuss governance,executive compensation and other ESG highlights, including governance actions the Board has recently taken and expects to take,incentive plan designs, as well as expectations for the upcoming Proxy Season. In light of the new strategy unveiled at Investor Day, the Company undertook a review and redesign of 2022 executive officer incentives, which considered shareholder feedback, as detaileddescribed in the section entitled “Executive Compensation: Compensation“Compensation Discussion and Analysis— Executive Officer 2022 Incentive Design Update.” The Board also continued its succession plan, which included announcing the appointmentAnalysis” section of four new independent directors see section entitled “Proposal No. 1: Elect Directors — Board and CEO Succession.”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.    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    31   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, 2022,2024, 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 2022 Annual General Meeting of Shareholders.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 2022 Annual General Meeting of Shareholders2024 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 2022 Annual General Meeting of Shareholders.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’:   ● independence and process for maintaining independence; independence and process for maintaining independence; historical and recent performance on the audit; capability and expertise in handling the breadth and complexity of our worldwide operations; appropriateness of fees for audit and non-audit services; and status as a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”).   ● historical and recent performance on the audit; ● capability and expertise in handling the breadth and complexity of our worldwide operations; ● appropriateness of fees for audit and non-audit services; and ● status as a registered public accounting firm with the Public Company Accounting Oversight Board (“PCAOB”). 32    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 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:   ● operations of the Company’s subsidiaries in multiple, global jurisdictions in more than 140 countries; operations of the Company’s subsidiaries in multiple, global jurisdictions in more than 140 countries;   ● the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions; and the complex, often overlapping regulations to which the Company and its subsidiaries are subject in each of those jurisdictions; and   ● the operating companies’ responsibility for preparing audited financial statements. the operating companies’ responsibility for preparing audited financial statements. 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, 20212023 and December 31, 20202022 ($ in thousands).      2021    2020    2023    2022 Audit fees (1)      $19,927      $15,641      $16,683      $16,007 Audit-related fees (2)          1,193          2,000        1,291          899 Tax fees (3)             236             227          175          217 All other fees (4)               24               22          134           59 Total fees      $21,380      $17,890      $18,282      $17,182   (1) Fees for the audits of annual financial statements of Willis Towers Watson, reviews of the financial statements included in the quarterly reports for that fiscal year audits relating to carve-out financial statements and statutory audits for subsidiary undertakings.   (2) Fees for assurance and audit-related services that are traditionally performed by the Company’s independent auditor, such as employee benefit plan audits, review of SEC filings and attest services not required by statute or regulation.   (3) Tax fees comprise fees for various tax compliance, consultation and planning services.   (4) All other fees includes other permitted services, which in 20212023 and 2020,2022, consisted of research, subscription-based fees and presentations. 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.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    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    33 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)     specifically pre-approved by the Audit and 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 six five non-employee directors: Brendan O’NeillDame Inga Beale (Chair), Fumbi Chima, Stephen Chipman, Paul Thomas Anna Catalano, Wilhelm Zeller, Fumbi Chima and Fredric Tomczyk. Dame Inga Beale. Dr. O’NeillBeale 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, 2021,2023, 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.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.   34    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 and Risk Committee, to Fix the Independent Auditors’ Remuneration (continued)     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. 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, 2021,2023, filed with the SEC. Submitted by the Audit and Risk Committee of the Board of Directors of Willis Towers Watson Brendan O’Neill (Chair), Dame Inga Beale (Committee member as of January 1, 2022)(Chair), Anna Catalano, Fumbi Chima, (Committee member as of April 1, 2022),Stephen Chipman, Paul Thomas and Wilhelm ZellerFredric Tomczyk    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    35   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”“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 CompensationHCC 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 CompensationHCC Committee has made under this program and the factors considered in making those decisions. We also encourage our shareholders to review the 20212023 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 2022 Annual General Meeting of Shareholders2024 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.   36    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    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 20212023 compensation programs and policies for our named executive officersNamed 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 CompensationHCC Committee considered and the process it utilized in making those decisions. Our Named Executive Officers Our 2021 NEOs, as defined under applicable SEC rules, are listed below. Current Executives (asCD&A Table of the date of this Proxy Statement)Contents     ● Executive Summary 38 NEO 2023 Compensation at a Glance 38 2023 Company Highlights 41 Shareholder Engagement and Say-on-Pay 43 Executive Compensation Design 43 Pay Philosophy 43 Elements of Executive Compensation 45 Compensation Practices at a Glance 46 Compensation Decisions and Outcomes 47 Base Salary 47 Short-Term Incentive Compensation 47 Long-Term Incentive Compensation 54 Benefits 57 2024 Compensation Preview 60 Compensation Governance 62 Role of the HCC Committee 62 Role of the External HCC Committee Consultant 63 Use of Peer Company Data 63 Compensation Policies and Risk 64 Additional Information 67 Share Award Policy 67 Tax and Accounting Implications 67  2023    NEOs     •   Carl Hess (Head – CEO •   Andrew Krasner – CFO •   Julie Gebauer – Global Head of Investment, Risk & Reinsurance (“IRR”) and President through December 31, 2021; Current CEO asHWC •   Adam Garrard – Global Head of January 1, 2022)R&B •   Matthew Furman – General Counsel    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  ● 37 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. Strategic Priorities Grow   Andrew Krasner (CFO Simplify Transform Invest to grow at or above market in priority areas Increase agility and effectiveness; do the basics well Enhance client and colleague experience through operational excellence 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.” 38  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Executive Compensation: Compensation Discussion and Analysis (continued) 2023 STI Design Summary Enterprise Financial Performance (66.7% of September 7, 2021)Total STI) Individual Performance (33.3% of Total STI) •  40% — Adjusted Net Revenue •  40% — Adjusted Operating Margin •  20% — Free Cash Flow Payout determined using sliding scale for each metric that correlates performance and payout. Potential Payout Opportunity:0% – 200% •  50% — qualitative assessment of segment or function financial performance •  50% — qualitative assessment of individual objectives and contributions to shared key enterprise operational initiatives (including inclusion and diversity, colleague engagement, innovation and transformation) Potential Payout Opportunity:0% – 200%     ●   Julie Gebauer (Head of Human Capital & Benefits (“HCB”) through December 31, 2021; Current Global Head of Health, Wealth and Career (“HWC”) as of January 1, 2022)2023 LTIP Design Summary   ●   Matthew Furman (General Counsel)75% PSUs (cliff vest at end of performance period, subject to performance) 25% RSUs (vest ratably over three years) •  Aligns executive interests with those of our shareholders •  Incentivizes long-term decision making and meaningful value creation, and rewards exceptional performance •  PSU metrics align a significant portion of executive compensation with the Company’s growth strategy and commitment to driving shareholder value: •    Introduced in 2022 •    Intended to support retention as the Company executes its Grow, Simplify and Transform strategy •    Further aligns the Company’s LTIP with common market practice 50% Adjusted Operating Margin 30% Adjusted Net Revenue Growth 20% Adjusted  EPS Growth   Results based on performance relative to target for each metric with payout determined using sliding scale for each metric. Potential Payout Opportunity: 0% – 200% Former Executives (asSummary 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 this Proxy Statement)LTIP awards. NEO     Base Salary       STI Target       LTIP Target     Target Total Direct  Compensation**    % of  Base Salary        $       % of   Base Salary         $     Mr. Hess     $1,000,000   200%   $2,000,000   850%   $8,500,000   $11,500,000 Mr. Krasner     $  800,000   125%   $1,000,000   200%   $1,600,000   $ 3,400,000 Ms. Gebauer     $  650,000   125%   $  812,500   200%   $1,300,000   $ 2,762,500 Mr. Garrard *     $  615,984   125%   $  769,980   200%   $1,231,968   $ 2,617,932 Mr. Furman     $  590,000   125%   $  737,500   150%   $  885,000   $ 2,212,500 * The figures for Mr. Garrard have been converted into dollars at the five-year average exchange rate (2019 – 2023) (£1:$1.2833).   ●  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    John Haley (CEO through December 31, 2021) 39 Executive Compensation: Compensation Discussion and Analysis (continued)   ● Michael Burwell (CFO until September 7, 2021 and departed Company as of September 30, 2021) Executive ** 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 OverviewTable under “Compensation Tables” below. Key 2021 Company Highlights2024 Compensation and Incentive Plan Design Changes Solid Financial Performance1 Despite COVID-19In 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 Shiftresult of that review, in StrategyFebruary 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.   40 ●  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  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. Solid Financial Performance in 2023    Total revenue increased 4% to $9.00 billion and organic revenue grew 6% for the year Revenue    ●    Income Operating Margin  Diluted EPS  Cash Flows from operations was $2.2  Operating Activities  $9.5 billion + 7%growth 14.4% + 110 basis points $9.95 + 11% growth $1.3 billion + 66%growth Organic  Revenue  Adjusted  Operating Margin   Adjusted EPS  Free Cash Flow   + 8% growth $22.0% + 110 basis points $14.49 + 8% growth $1.2 billion + 77%growth The Company’s results were driven by a number of factors, enabling us to produce outcomes that were in-line with or 24.5%better than the financial targets for 2023 that we provided during the year. Specifically, during the first quarter of 2023, the Company provided 2023 guidance of mid-single-digit organic revenue growth and adjusted operating income was $1.8 billion or 19.9%margin expansion. In addition, following the second quarter, the Company provided a target of revenue for the year, up 190 basis points over prior year ● Dilutedapproximately 12% free cash flow margin in 2023. The Company did not provide earnings per share were $32.78guidance for 2023. •   The 8% increase in organic revenue in 2023 was above the mid-single-digit organic revenue growth target range. Top line growth was fueled by strong demand for our benefits and adjusted diluted earnings per share were $11.60 forhuman capital services in HWC and the year, up 328% and 19%, respectively,success of our R&B specialization strategy, as well as contributions from prior yearthe ramp-up in productivity of our investment hires in R&B.   ● For•   The 110 basis point increase to adjusted operating margin in 2023 fulfilled the year, cash flows fromCompany’s commitment of annual margin expansion and was primarily driven by Transformation Program savings. •   EPS growth was primarily driven by the top line growth and improved profitability described above, as well as $1 billion in share repurchases. The improvement in core operating activities were $2.0 billion, up 16% from prior year andperformance was partially offset by a significant decline in pension income. •   The Company generated free cash flow increased to $1.9of $1.2 billion up 23%in 2023 with a free cash flow margin of 12.6%, exceeding the 12% target. The improvement from the prior year was driven by the non-recurrence of one-time headwinds reflected in the comparable period, operating margin expansion and improvement in TRANZACT’s cash flow, partially offset by increased Transformation Program-related costs. •   The Company achieved annualized Total Shareholder Return (“TSR”) for the three-year period ending December 31, 2023 of 7.0%. 2021 served as a transformative year for Willis Towers Watson Public Limited Company (WTW). Solid Company performance throughout the year demonstrated the resilience of WTW’s colleagues and a diversified portfolio of products and services, amid challenges caused by the COVID-19 pandemic and a shift in WTW’s strategy as an independent company. Despite these unprecedented circumstances, the Company continued to serve our clients, protect our colleagues and safeguard our business fundamentals.   1  See pages 60-6658-63 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021,2023, filed with the SEC on February 24, 2022,22, 2024, for a reconciliation of GAAP to non-GAAP figures identified in this CD&A. All financial results are presented on a continuing operations basis except where stated otherwise.    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  37 Executive Compensation: Compensation Discussion and Analysis (continued) With the COVID-19 pandemic, the Company continued its comprehensive set of global processes to stabilize business operations while providing high quality service to clients. This included ongoing global business continuity and incident management efforts to restrict travel, limit office access and enhance our global workforce to a work-from-home protocol with split team operations for our essential workers. The Company regularly considered the impact of the pandemic on our business and stress tested the rigor of our business resilience, continuity plans, forecasting and liquidity management. Throughout 2021, the Company took decisive measures to reinforce working capital discipline and reduce discretionary spending. From March 2020 through July 2021, the Board and leadership drove the Company towards the closing of the business combination with Aon, which would have been an all-stock transaction with a combined equity value of approximately $80 billion. One of the goals of the combination was to accelerate elements of the Company’s pre-existing strategy. At the same time as leadership was driving towards the closing of the transaction, they were also managing the day-to-day business of the Company. When the proposed Aon combination was terminated in July, after almost 18 months of integration planning and closing preparations and after a period of substantial uncertainty, the Board and leadership quickly shifted their attention to supporting the Company on an independent path. With the combination no longer feasible, the Company took decisive actions to accelerate its standalone strategy and aggressive steps to retain colleagues and recruit new talent, to enhance its ability to serve clients and to create value for stakeholders. In particular, the Company quickly announced a CEO successor, hired a new CFO and took significant steps to refresh the Board; transformed its senior management structure through the creation of a new Global Leadership Team and simplified the Company’s organizational structure; sold its treaty reinsurance business, generating several billion dollars of capital for focused investments and share repurchases; and created and launched an ambitious strategic plan to grow, simplify and transform with plans to refresh the WTW brand. These actions, combined with the commitment of our leaders and colleagues, helped WTW deliver solid financial results in 2021 and position the Company for future years. Certain key highlights of these efforts and our financial results are described below. CEO and Board Succession; Global Leadership Team Transformation Once on an independent path forward, the Board revisited its CEO succession plan and, by August, had appointed Mr. Hess as the Company’s President as of September 1, 2021 and CEO as of January 1, 2022. Mr. Hess succeeded Mr. Haley as CEO following Mr. Haley’s previously scheduled retirement on December 31, after his decades-long tenure. Additionally, Mr. Krasner was appointed as the new CFO in early September, by which time Mr. Haley and Mr. Hess had established a new management structure and appointed the members of the new Global Leadership Team. Members of the Global Leadership Team also developed and presented multi-year strategic plans to the Company’s stakeholders during the Company’s Investor Day on September 9. At Investor Day, the Company announced plans to complete approximately $4 billion in share repurchases by 2022, $1.6 billion of which has been repurchased by December 31. Throughout the fall, management continued its shareholder outreach programs to introduce Mr. Hess, maintain and strengthen relationships and understand shareholder feedback. On December 1, Arthur J. Gallagher & Co. completed the principal closing of its acquisition of the Company’s treaty reinsurance business under the Security and Asset Purchase Agreement, dated as of August 13. By the end of December, after revisiting its refreshment plan, the Board announced the addition of four new directors before the 2022 Annual Meeting, in addition to Mr. Hess, and the retirement of six then-current directors (including Mr. Haley) by no later than the Annual Meeting. The Board also reconstituted the Board Committee slates as discussed further in the section entitled “Corporate Governance — Willis Towers Watson Board Committees.” 38  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Executive Compensation: Compensation Discussion and Analysis (continued) Effective January 1, 2022, we provide our comprehensive offering of services and solutions to clients across two rather than four business segments: Health, Wealth and Career (“HWC”) and Risk and Broking (“RB”). These changes were made in conjunction with changes in the Global Leadership Team. Strategy Acceleration: Grow, Simplify and Transform The multi-year strategic plans presented at Investor Day articulated the steps the Company would take to help accelerate performance and position WTW for a bold new future, including executing on the following: ● Grow at or above market in priority areas ● Simplify the business to increase agility and effectiveness ● Transform operations to drive savings while enhancing our client and colleague experiences Focusing on these priorities is intended to benefit all Company stakeholders and we believe will better position us against our peers. Financial Results Revenue ● Generated revenue of $9.00 billion or an increase of 4% (2% increase constant currency, 6% increase organic) as compared to revenue for the prior year. ● Demonstrated growth and resilience despite the challenging environment, with revenue growth of 10% (10% increase constant currency, 10% increase organic) in our Benefits Delivery & Administration (“BDA”) segment, 7% (5% increase constant currency, 5% increase organic) in our Corporate Risk & Broking (“CRB”) segment, 5% (3% increase constant currency, 3% increase organic) in our Human Capital & Benefits (“HCB”) segment and -12% (-15% decline constant currency, 16% organic revenue) in our Investment, Risk & Reinsurance (“IRR”) segment. ● Increased operating income in each of our segments for the year and margin improvement across HCB, CRB, and IRR. BDA’s margin was down compared to the prior year as a result of increased investment in resources for the annual enrollment period coupled with headwinds on lead-conversions.       As reported, $USD million, except %          FY2021            Revenue      Operating Margin %      Margin Year-over-year     HCB          3,447              27   %           +100 bps       CRB          3,177              23   %           +180 bps       IRR          814              20   %           +500 bps       BDA          1,500              22   %           -110 bps     Profitability ● Produced income from operations of $2.2 billion or 24.5% of revenue, versus income from operations of $859 million or 10.0% of revenue for the same period in the prior year. ● Achieved adjusted operating income of $1.8 billion or 19.9% of revenue, versus adjusted operating income of $1.6 billion or 18.0% of revenue for the prior year. The 190 basis-point increase in margin reflects the increased operating leverage on underlying growth coupled with book-of-business sales and settlements.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  39 Executive Compensation: Compensation Discussion and Analysis (continued) ● Reported diluted earnings per share (“EPS”), which includes discontinued operations, of $32.78, representing a 328% increase from the prior year. ● Reported adjusted diluted EPS of $11.60, representing a 19% increase from the prior year.      Operating Margin & Adjusted Operating Margin                FY21      FY20      Margin Change Year-over-year     Operating Margin %          24.5   %           10.0   %           +1,450 bps       Adjusted Operating Margin %          19.9   %           18.0   %           +190 bps          Diluted Earnings Per Share & Adjusted Diluted Earnings Per Share                FY21      FY20          % Change     Year-over-year   Diluted EPS      $   32.78          $   7.65          +328%   Adjusted Diluted EPS      $   11.60          $   9.71          +19% Long-Term Shareholder Value ● A disciplined capital management strategy intended to provide WTW with the financial flexibility to reinvest in our businesses, capitalize on market growth opportunities and support significant value creation for shareholders. ● Our capital structure provides a solid foundation of business strength and reinforces our ability to capture growth in the long-term with a strong focus on return on investment to optimize the deployment of capital. ● Although our total shareholder return for 2021 did not outperform our industry peers (which outperformed the S&P 500 index) or compensation peers, we generated greater total shareholder return in 2021 than in 2020 while driving towards the closing of the then-pending transaction and managing the day-to-day business of the Company. Capital Return to Common Shareholders ● Generated cash flow from operating activities of $2.0 billion, up 16% over prior year. ● Produced free cash flow of $1.9 billion, up 23% over prior year. This includes deal termination income and other non-recurring activities which had a net benefit to free cash flow of 8%. ● Returned $374 million cash to shareholders in 2021 through cash dividends. During the third quarter of 2021, we also restarted our share repurchase programs and during the year ended December 31, 2021, we repurchased $1.6 billion of shares and have authorization to repurchase an additional $3.9 billion. 40  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Executive Compensation: Compensation Discussion and Analysis (continued) Cash Returned to Shareholders $5.3 Billion (FY2016 to FY2021) Meaningful Dividend Growth +11% Cash Dividend Growth (5 years CAGR) COVID-19 Response: Health, Safety and Well-Being In 2021, the Company continued to: ● Monitor and adapt both in-office operations and return-to-office approaches for more than 44,000 colleagues across the 140 countries and markets we serve, prioritizing colleague health and safety, as well as client service quality, while complying with all applicable local regulations. ● Offer effective remote working solutions that address wellbeing, potential travel, at-home office equipment provisioning, collaboration tools and manager resources, while also facilitating flexible work-life arrangements and support for home care requirements. ● Monitor colleague feedback on the Company’s response to the pandemic using all-colleague pulse surveys which, on an overall basis, indicated support for our efforts to respond to COVID-19 with a significant portion of respondents feeling connected to their teams, in an inclusive environment, and able to effectively work in a hybrid work model.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    41 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. Significant Progress on our Strategic Priorities in 2023   ● Grow    Rethink how colleagues work, both independently•   Expanded our client offerings by launching new products, solutions and collaboratively, nowstrategic partnerships – We remain focused on growth opportunities in core and in the future, focusing on the evolving role company offices play. The outcome of this work has been the development ofhigh-growth markets using our analytics capabilities and specialist knowledge to help create more valuable, differentiated and efficient client experiences. •   Contributions from new talent – During 2023, our recent hires continued to increase productivity and contributed meaningfully to our robust organic revenue growth. Simplify •   Improved sales and retention outcomes – Our efforts to streamline our businesses have enabled us to deploy a new work stylemore cohesive and consistent global model that supports colleagues who are office-based, home-based orleverages our scale and provides a hybridsmoother client experience from prospect to renewal. Our focus on making it simpler to do business has created smart-connections as more clients look to expand their relationship with WTW across our suite of the two. For additional information, see the “Business — Human Capital” section in Part I, Item 1 of our Annual Report on Form 10-K, filed with the SEC on February 24, 2022.solutions. 2021 Compensation Program Summary
Transform		•   Continued progress on our Transformation Program – We realized $188 million of run-rate savings in 2023 and $337 million in cumulative run-rate savings since the program’s inception, putting us on track to achieve $425 million of run-rate savings through 2024 (up from our target of $380 million previously). 2021 NEO Pay at a Glance Consistent with our goals and overall compensation philosophy of appropriately incenting our executives, the Compensation Committee has adopted a compensation program that incorporates a mix of fixed and at-risk pay incentives. Total direct compensation awarded to our NEOs in 2021 consists of base salary, Short-Term Incentive (“STI”) awards and Long-Term Incentive (“LTI”) awards based on performance. Base Salary + STI Award + LTI Award = Total Direct Compensation     NEO   2021 Base Salary     2021 STI Award (4)     2021 LTI Award (5)     2021 Total Direct Compensation   Current Executives   Mr. Hess (1)   $ 766,667     $ 2,443,875     $ 975,000     $ 4,185,542     Mr. Krasner (2)   $ 298,622     $ 493,397     $ 0     $ 792,019     Ms. Gebauer   $ 650,000     $ 837,574     $ 975,000     $ 2,462,574     Mr. Furman   $ 550,000     $ 984,328     $ 750,000     $ 2,284,328   Former Executives   Mr. Haley   $ 1,200,000     $ 3,501,000     $ 9,600,000     $ 14,301,000     Mr. Burwell (3)   $ 562,500     $ 0     $ 1,500,000     $ 2,062,500     (1) In connection•   Returned nearly $1.4 billion of capital to our shareholders in 2023, paying $352 million in dividends and repurchasing $1 billion in Company shares – We continue to pursue a disciplined capital allocation strategy that balances capital return with Mr. Hess’s promotioninternal investments and strategic M&A to President ofdeploy our capital in what we believe to be the Company, his base salary was increased from $650,000 to $1 million effective September 1, 2021 and his STI target was increased from 90% to 175% of base salary. His increased base salary and STI target percentage were used to establish his STI target for 2021 (as if the increases had occurred on January 1, 2021) to compensate for the fact that he did not receive an increase to his 2021 LTI award in connection with his promotion to President.highest return opportunities.   (2) Mr. Krasner rejoined the Company as CFO on September 7, 2021. Previously he served as Global Treasurer and Head of Mergers and Acquisitions for the Company until January 2021. Per terms of his offer letter: (i) his annual base salary is $800,000; (ii) his STI target is 125% of base salary (prorated for 2021 to reflect the time he was employed by the Company during the year); (iii) his LTI target is 200% of base salary beginning in 2022; (iv) he received a cash sign-on bonus equivalent to $50,000 per month (including prorated amounts for partial months up to the start date) for the months during 2021 that he was not employed by the Company, subject to a 12-month clawback (not reflected above); and (v) he received a make whole sign-on equity award of time-based restricted share units (“RSUs”) valued at $3 million to vest ratably over three years (not reflected above).   (3) Mr. Burwell resigned from the Company on August 26, 2021, effective as of September 30, 2021. Mr. Burwell ceased to serve as CFO when Mr. Krasner joined the Company on September 7, 2021. To reward his extraordinary achievements during his tenure and a challenging 2021 and his support of a successful transition of his position, upon his resignation: (i) he received a completion bonus of $1 million and three months of COBRA coverage (not reflected above); and (ii) he received accelerated vesting of his unvested shares under the Non-Qualified Deferred Savings Plan and Non-Qualified Stable Value Excess Plan as of his termination date (totaling 2,523 shares). Mr. Burwell did not receive a 2021 STI award and, upon his resignation, he forfeited his outstanding 2019, 2020 and 2021 LTI awards. 42    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Executive Compensation: Compensation Discussion and Analysis (continued) (4) The 2021 STI awards for NEOs other than Mr. Burwell ranged from 124.2% to 145.9% of the target award. (5) The amounts in the 2021 LTI Award column reflect the target value of the LTI award granted to each NEO. Note that these values differ from the values shown in the section entitled “Compensation Tables — Summary Compensation Table” which reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Mr. Haley was granted a 2021 LTI award in accordance with the terms of his employment agreement. All other NEOs besides Mr. Krasner were granted 2021 LTI awards consisting 100% of performance-based restricted share units (“PSUs”) with target values ranging from 136% to 200% of base salary (at the time of the grant). For more information regarding the details of the above and other compensation earned by the NEOs in 2021, including NEO pension benefits, see the discussion under “Our Executive Compensation Program in Detail” and the Summary Compensation Table under “Compensation Tables” below. 2021 Compensation Highlights 2021 Compensation Program The Compensation Committee largely maintained the design of the 2020 compensation program in 2021. For a more detailed discussion of our compensation program for 2021, see “Components of the Named Executive Officers’ 2021 Compensation” below. Mr. Haley’s Retirement Mr. Haley’s employment agreement terminated in accordance with its terms on December 31, 2021, and Mr. Haley retired as CEO and director of the Company. Mr. Haley received compensation in 2021 in accordance with his employment agreement, and as accelerated, as further described under “Payments in Connection with Mr. Haley’s Retirement” below. See “Summary Compensation Table” below for additional detail. Mr. Hess’s Appointment to President Effective September 1, 2021 and CEO Effective January 1, 2022 At the same time, it was announced that Mr. Hess would succeed Mr. Haley as CEO of the Company effective January 1, 2022. ● Mr. Hess’s 2021 Compensation in Connection with Appointment to President: Effective September 1, 2021,the Compensation Committee approved certain changes to Mr. Hess’s compensation in connection with his appointment as the Company’s President, including: (i) an increase to his annual base salary from $650,000 to $1 million and (ii) an increase to his 2021 STI target from 90% to 175% of his base salary. His increased base salary and STI target percentage were used to establish his STI target for 2021 (as if the increases had occurred on January 1, 2021) to compensate for the fact that he did not receive an increase to his 2021 LTI award in connection with his promotion to President from September 1, 2021 to December 31, 2021. In determining Mr. Hess’s compensation, the Committee considered Mr. Hess’s expanded accountabilities as President, market pay data for executives in similar roles and that he did not receive an incremental LTI award. ● Mr. Hess’s 2022 Compensation as CEO: The Compensation Committee approved Mr. Hess’s 2022 compensation as CEO effective January 1, 2022 consisting of: (i) a continued base salary of $1 million, (ii) a continued STI target of $1.75 million (or 175% of his base salary) and (iii) an LTI award target of $7.25 million (or 725% of his base salary). The Committee considered peer group proxy data, which largely reflected 2020 pay levels, when determining his target total direct compensation as CEO for 2022. Mr. Hess’s compensation is approximately 20% below the peer group median target total direct compensation, which the Committee believes is appropriate in light of his status as a first-time public company CEO.  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  43 Executive Compensation: Compensation Discussion and Analysis (continued)     2022Reflecting 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 HighlightsDecisions and Outcomes” below. On February 22, 2022, the Compensation Committee approved the following compensation changes: ● Executive Officer Incentive Designs: In light of the Company’s strategy discussed at the September Investor Day, the Compensation Committee approved changes to the 2022 STI and LTI designs discussed further in “— Executive Officer 2022 Incentive Design Update” below. ● Executive Officer Severance Policies: In light of management changes, the Compensation Committee approved changes to the executive officer severance policies discussed further in “— Payments on Change in Control and Termination.” Compensation Practices at a Glance We maintain a comprehensive compensation and governance framework aligned with market practices and standards. What We Do: ✓ Annual “say-on-pay” vote (as recommended by the Board and management and as supported by a majority of shareholders). ✓ Independent compensation consultant selected, engaged and overseen by the Compensation Committee. ✓ A substantial majority of total compensation for executives is tied to performance. ✓ A substantial portion of our annual LTI equity awards for executive officers are subject to performance-based vesting requirements. ✓ Dividend equivalents accrued on PSUs and RSUs are paid if and when the underlying shares vest. ✓ Additional time-based vesting requirement after performance under LTI award is achieved. ✓ Compensation recoupment policy applicable to executive officers’ cash and equity incentive awards in the event of financial restatement as well as detrimental conduct. ✓ All LTI awards subject to double-trigger vesting upon change in control. ✓ Minimal perquisites for executives. ✓ Significant share ownership guidelines for executive officers and non-employee directors. ✓ Compensation Committee oversight of risks associated with compensation policies and practices. What We Don’t Do: x No backdating of share options and no option repricing without shareholder approval. x No excise tax gross-ups. x No share reserve automatic replenishment (evergreen) provision in any share-based plans. x No hedging by directors and executive officers or pledging by directors and employees of Company shares. Shareholder Engagement and Say-on-Pay The Company frequently engages with its shareholders. EachIn 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 thetheir feedback with our Board. The purpose of our year- roundformal 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 raisediscuss any questions they may have or voice any criticisms.concerns. We also use the opportunity to explain the various proposals included within the Proxy Statement. 44  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  Executive Compensation: Compensation Discussion Members of management and Analysis (continued) Over the past year, the Company tailored our shareholder outreach programs to address the various corporate changes. During the 2021 Proxy Season, although the Company was awaiting regulatory approval to potentially combinedirectors have participated in discussions with Aon, management believed it was still important to continue to reach out to its main institutional investors to discuss the Proxy Statement and its rationale for the executive compensation program, corporate governance structure and ESG initiatives. Shareholders were generally supportive of the Company’s proposals, which is evidenced by our 2021 Say-on-Pay proposal to approve the NEOs’ compensation receiving approximately 95.92% of the votes cast in favor at the 2021 Annual General Meeting of Shareholders. After the Aon transaction was terminated, in August 2021, the Board appointed Mr. Hess as President and future CEO. Again, management took the opportunity to reach out to shareholders representing approximately 50% of the outstanding shares to offer an introductory call with Mr. Hess. Other management attendees included, among others, our then-current CFO, Head of Investor Relations and/or General Counsel. Management then held an Investor Day in early September to explain its going-forward strategy. In the fall, management continued the conversations with investors and offered the opportunity to discuss governance, compensation and other ESG highlights, including governance actions the Board has recently taken and expected to take, as well as expectations for the upcoming Proxy Season.shareholders. The Governance and CompensationHCC 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). In light of the new strategy unveiled at Investor Day, the Company undertook a reviewThe Committees continue to value and redesign of 2022 executive officer incentives, which consideredconsider shareholder feedback, as detailedamong other factors, in the section entitled “ — Executive Officer 2022 Incentive Design Update.” The Board also continued its succession plan, which included announcing the appointment of four new independent directors as discussed in the section entitled “Proposal No. 1 — Board and CEO Succession.” Our Executive Compensation Program in Detail Our Pay Philosophy The main objectivestheir evaluation of the Company’s executive compensation program and corporate governance structure. Over the course of 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, including our 2023 Say-on-Pay proposal approving our NEOs’ compensation, which received approximately 96.8% support at the 2023 AGM. We generally consider feedback from our shareholders during our outreach, as well as the results of the Say-on-Pay vote, when considering any potential changes to our compensation program. For example, we incorporated Free Cash Flow as a metric to our 2023 STI design as a result of shareholder feedback and are continuing to evaluate and refine its emphasis in our incentive plan designs. 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 motivate and retain highly qualified executives and align theircolleagues who embrace our vision and support our growth strategy in a collaborative manner, in alignment with the long-term interests withof 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; 90% of Mr. Hess’s target total direct compensation as CEO is performance-based and, on average, 74% of the other NEOs’ (who are current executives) 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, as well as comparisons to peers, 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. The table below reflects the 2021 compensation design for the NEOs.shareholders.    WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  43 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: Principle How We Achieve This Attract, motivate and retain  highly qualified executives  •  In determining appropriate target pay opportunities, the HCC Committee evaluates a number of factors, including but not limited to an individual’s role, tenure, experience, contribution and performance, as well as comparisons to peers and market practices. •  Although the HCC Committee looks at each component of compensation (base salary, STI, LTIP and pension) separately, it also looks at total rewards in aggregate to ensure competitiveness, incentivize top performance and aim for internal equity among the executive team and shareholder alignment. Align executive interests with  our strategy of maximizing  shareholder value  •  LTIP awards are made in the form of Performance-Based Restricted Share Units (“PSUs”) and Time-Based Restricted Share Units (“RSUs”), weighted at 75% and 25%, respectively. Collectively these awards account for the largest portion of the CEO’s 2023 target total direct compensation and, on average, 46% of the other NEOs’ 2023 target total direct compensation. •  PSU performance metrics align a significant portion of NEO compensation with WTW’s strategic priorities and commitment to driving shareholder value. •  PSUs align executive rewards with enterprise performance and share price performance. •  RSUs align executive rewards with share price performance and support retention. Align executive team interests  to drive profitable growth  •  The majority of each NEO’s STI award is based on enterprise financial performance and shared key enterprise operational initiatives that support and drive successful execution of our strategic priorities. Pay for performance  •  A significant portion of each NEO’s compensation is variable and at-risk, including STI awards (cash) and LTIP awards (equity). 91% of the CEO’s 2023 target total direct compensation was variable, and, on average, 76% of the other NEOs’ 2023 target total direct compensation was variable. •  Incentive plans include a range of metrics to reward executives for exceptional performance and contributions at the enterprise, business and individual levels. 44  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY  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  WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY    45 Executive Compensation: Compensation Discussion and Analysis (continued)     Components of the Named Executive Officers’ 2021 Compensation Practices at a Glance We maintain a comprehensive compensation and governance framework aligned with market practices and standards.       TypeWhat We Do   Component Objective Additional DetailWhat We Don’t Do     Variable     Compensation     Short-Term Incentive Awards •  Incent✓  Annual “Say-on-Pay” vote (as recommended by the Board and reward the NEOs for their contribution in generating exceptional annual performance, both financiallymanagement and strategically at the enterprise and individual levelsas supported by a majority of shareholders)   •  Incent collaboration among NEOs across different business units✓  Independent compensation consultant selected, engaged and overseen by the HCC Committee   •  Manage through the global COVID-19 pandemic and organizational changes✓  A substantial majority of total compensation for executives is tied to performance   •  Promote an even more unifying company mindset✓  A substantial portion of our annual LTIP equity awards for executive officers are subject to performance-based vesting requirements ✓  Dividend equivalents accrued on PSUs and RSUs are only paid if and when the underlying shares vest. ✓  Compensation recoupment policy applicable to executive officers’ cash and equity incentive awards in the event of financial restatement as well as detrimental conduct, as discussed under “Compensation Recoupment Policy” below ✓  All LTIP awards subject to double-trigger vesting upon change in control ✓  Significant share ownership guidelines for executive officers and non-employee directors ✓  HCC Committee oversight of risks associated with the broader employee populationcompensation policies and practices   •  Under the 2021 STI Program, all xNo backdating of share options and no option repricing without shareholder approval  xNo excise tax gross-ups  xNo share reserve automatic replenishment (evergreen) provision in any share-based plans  xNo pledging by directors and executive officers are eligible to receive an annual STI award with a target value expressed as a percentageor hedging by directors and employees of his or her base salary (ranging from 90% to 200% for the NEOs). The awards are weighted (i) 80% upon enterprise financial performance and (ii) 20% upon individual performanceCompany shares   •  Paid entirely in cash Long-Term Incentive Awards •  Align NEOs’ interests with those of our shareholders xNo significant perquisites for NEOs   •  Incent long-term decision making and meaningful value creation xNo CEO employment agreement   •  Reward exceptional performance for executive officers •  Retain high-performing executives

	���  Grants under the 2021 LTI Program made 100% in the form of PSUs •  The 2021 LTI Program includes a multi- year performance period to better align pay with long-term performance •  Earned PSUs will be determined based on three-year Total Shareholder Return (TSR) Compounded Annual Growth Rate (CAGR) relative to the S&P 500 •  Dividends accrue on PSUs in the form of additional shares but are only payable to the same extent and at the same time the underlying shares vest
46			WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY
Fixed