Sector: Financials
WILLIS TOWERS WATSON PLC · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Elect Directors
Director since 2022, WTW's 3-year return of +29.6% is strong positive and trails the peer median by only 13.1 percentage points — well below the 50-point threshold needed to trigger a vote against; no overboarding, attendance, or independence concerns identified.
Director since 2022, the TSR trigger does not apply given WTW's +29.6% absolute 3-year return and only a 13.1-point gap versus peer median (threshold is 50 points); no overboarding, attendance, or independence concerns identified.
Director since 2023, joined within approximately 3 years so even partial-tenure consideration applies favorably; peer TSR gap of +13.1 points versus WTW is well under the 50-point threshold; no overboarding, attendance, or independence concerns identified.
Director since 2022, the strong-positive TSR threshold of 50 points is not met as WTW actually outperforms the peer median by 13.1 points over 3 years; no overboarding, attendance, or independence concerns identified.
CEO and director since 2022, executive directors are subject to the same TSR test which does not trigger here (WTW outperforms peer median over 3 years); no separate governance concerns identified independent of the Say on Pay analysis.
Director since 2023, tenure falls within the approximately 3-year window and the TSR comparison is favorable with WTW outperforming the peer median by 13.1 points over 3 years; no overboarding, attendance, or independence concerns identified.
Director since 2022 and Non-Executive Chair; WTW's 3-year TSR outperforms the peer median by 13.1 points, well below the 50-point trigger threshold; Reilly is a sitting executive officer (Executive Chair of Raymond James Financial) and the policy permits up to one outside board seat for sitting public-company executives — WTW appears to be his only outside board, so no overboarding concern applies.
Director since 2022, the TSR trigger does not fire given WTW's positive outperformance versus the peer median; no overboarding, attendance, or independence concerns identified.
Director since 2023, joined within approximately 3 years and the peer-group TSR comparison favors WTW with a +13.1-point gap versus peers; no overboarding, attendance, or independence concerns identified.
All nine director nominees receive a FOR vote. WTW's 3-year total shareholder return of +29.6% outperforms the company-disclosed peer group median by 13.1 percentage points — far below the 50-point underperformance threshold required to trigger a vote against under the strong-positive TSR tier. No directors are overboarded, attendance was above 75% for all directors in 2025, and all independent directors are properly classified. The board underwent substantial refreshment from 2022 through 2024, and the slate reflects a diverse mix of relevant skills.
CEO
Carl Hess
Total Comp
$12,793,605
Prior Support
97%%
CEO Carl Hess received total compensation of approximately $12.8 million against a target of $11.5 million, a modest overage primarily driven by above-target incentive payouts reflecting strong 2025 financial performance including 195.1% payout on the 2023-2025 performance stock awards and 119.2% on the short-term cash bonus — outcomes that are consistent with genuine pay-for-performance alignment. The pay structure is heavily variable: 91% of the CEO's target pay is at-risk through performance-based equity awards and cash bonuses, satisfying the policy requirement that at least 50-60% be variable. The prior Say on Pay vote received approximately 97% shareholder support in 2025, the company has a meaningful clawback policy covering both financial restatements and detrimental conduct, and no individual executive's compensation appears to breach the individual benchmark thresholds based on disclosed figures.
Auditor
Deloitte & Touche LLP / Deloitte Ireland LLP
Tenure
N/A
Audit Fees
$16,067,000
Non-Audit Fees
$1,136,000
Non-audit fees (audit-related fees of $1,017,000 plus tax fees of $111,000 plus other fees of $8,000, totaling $1,136,000) represent approximately 7.1% of core audit fees of $16,067,000 — well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm fully appropriate for a company of WTW's size and global complexity. Auditor tenure is not disclosed in the filing, so the tenure trigger cannot be applied and we default to FOR per policy. No material financial restatements were identified.
The 2026 WTW annual meeting ballot presents a clean slate: all nine directors receive FOR votes as WTW's 3-year stock performance of +29.6% actually outperforms the company-disclosed peer group median, the auditor ratification passes easily with non-audit fees representing only 7% of audit fees, and the Say on Pay vote earns a FOR given a heavily variable pay structure with above-target incentive payouts that are directly linked to strong 2025 financial results and 97% prior-year shareholder support. No stockholder proposals appear on this ballot, and the remaining proposals are routine Irish law share issuance renewals plus an employee share purchase plan amendment that falls outside the current scope of this policy.
16 companies disclosed in 2026 proxy filing
