v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

2025 Pay Versus Performance

 

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

Pay Versus Performance Table

 

 

 

 

 

 

 

 

Year

 

 

Summary

Compensation

Table

Total for

PEO 1

(Hess)

($) (1)

 

 

 

Compensation

Actually

Paid to

PEO 1

(Hess)

($) (1) (2) (8)

 

 

Summary

Compensation

Table

Total for

PEO 2

(Haley)

($) (3)

 

 

 

Compensation

Actually

Paid to

PEO 2

(Haley)

($) (2) (3) (8)

 

 

Average

Summary

Compensation

Table Total for

Non-PEO

NEOs

($) (4)

 

 

Average

Compensation

Actually

Paid to

Non-PEO

NEOs

($) (2) (4) (8)

Value of Initial Fixed

$100 Investment on December 31, 2020

Based on:

 

 

 

 

Net Income/ Loss

($) (6)

 

 

 

 

Adjusted

Operating

Margin

(7)

 

 

 

 

 

 

 

 

Total

Shareholder

Return

($)

Peer Group

Total

Shareholder

Return

($) (5)

 

 

2025

12,793,605

21,693,892

N/A

N/A

4,151,894

5,574,033

167

137

1,605

25.2%

2024

12,502,090

22,045,479

N/A

N/A

4,474,450

5,846,853

157

158

(98)

23.9%

2023

12,668,832

17,266,044

N/A

N/A

3,186,370

3,309,249

119

128

1,055

22.0%

2022

10,728,900

11,413,081

N/A

N/A

2,777,755

3,077,416

119

111

1,009

20.9%

2021

N/A

N/A

20,337,292

14,552,522

3,678,933

2,107,221

114

123

4,222

19.9%

 

 

 

 

 

 

 

 

 

 

 

(1)
Reflects compensation for our Chief Executive Officer, Mr. Hess, who served as our Principal Executive Officer ("PEO") in 2022, 2023, 2024 and 2025.
(2)
“Compensation actually paid” has been calculated in accordance with the rules outlined under Item 402(v)(2) of Regulation S-K. Details of the adjustments made to reported Summary Compensation Table total compensation for 2025 to determine “compensation actually paid” are summarized below in footnote (8).
(3)
Reflects compensation for our former Chief Executive Officer, Mr. Haley, who served as our PEO in 2021.
(4)
Reflects compensation for the following non-PEO NEOs:
2025: Mr. Krasner, Ms. Gebauer, Ms. Clarke and Mr. Furman
2024: Mr. Krasner, Ms. Gebauer, Ms. Clarke, Mr. Furman and Mr. Garrard
2023 and 2022: Mr. Krasner, Ms. Gebauer, Mr. Garrard and Mr. Furman
2021: Mr. Krasner, Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Furman
(5)
The peer group used for TSR comparisons reflects our compensation benchmarking peer group as disclosed in the CD&A for each year. The peer group comprises the following companies for each year:
2025: Aon plc, Arch Capital Group Ltd., Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Brown & Brown, Inc., Cognizant Technology Solutions Corporation, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., Unum Group.
2024, 2023 and 2022: Aon plc, Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group.
2021: Aon plc, Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Nielsen Holdings plc, Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group.
(6)
Reflects WTW’s consolidated reported net income in millions, calculated on a GAAP basis, as reported in our Annual Report on Form 10-K for the relevant year.
(7)
For 2024 and 2025 we have designated Adjusted Operating Margin as our “Company-Selected Measure,” reflecting our view that it is the most important financial performance measure (not otherwise required to be disclosed in the table) linking “compensation actually paid” to Company performance, given its role in our LTIP. In 2023 and 2022, we identified Adjusted Net Revenue as our Company-Selected Measure. We may designate a different financial performance measure as our Company-Selected Measure in future years.
(8)
The following adjustments were made to Summary Compensation Table total compensation to determine “compensation actually paid” for our NEOs:

 

 

 

 

Adjustments

2025

 

PEO

($)

Non-PEO

NEO Average

($)

Summary Compensation Table Total

12,793,605

4,151,894

Deduction for amount reported in “Share Awards” column of the Summary Compensation Table

(9,182,185)

 

(2,125,120)

 

Addition of fair value at fiscal year (“FY”) end, of equity awards granted during the FY that remained outstanding (a)

9,086,328

2,102,934

Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding (a)

7,402,695

937,794

Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY (a)

1,040,942

165,385

Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award

553,405

344,505

Deduction for values reported in the“Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table

(30,094)

(16,690)

Addition for the Service Cost attributable to services rendered during the FY (b)

29,196

13,331

Compensation Actually Paid

21,693,892

5,574,033

 

(a)
The equity awards included above comprise PSUs and RSUs granted from 2020 through 2024. The fair values of the equity awards were calculated using valuation assumptions that materially differ from those disclosed at the time of grant, including: (1) the fair value of RSU awards was calculated using the closing price of our common shares as of the last day of the applicable year or on the date of vesting, as applicable; (2) the fair value of PSU awards was estimated using the closing price of our common shares as of the last day of the applicable year and adjusted for management’s estimate of performance as of the end of the year.
(b)
For disclosures of all significant assumptions used by the Willis Towers Watson Pension Plan for U.S. employees, please refer to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The table below provides a limited summary of the assumptions used to determine service costs for the purposes of “compensation actually paid”:

 

Year

Effective Discount Rate

Assumed Salary Increase Rate

2025

5.79%

4.00%

       
Company Selected Measure Name Adjusted Operating Margin Adjusted Operating Margin      
Named Executive Officers, Footnote
(4)
Reflects compensation for the following non-PEO NEOs:
2025: Mr. Krasner, Ms. Gebauer, Ms. Clarke and Mr. Furman
2024: Mr. Krasner, Ms. Gebauer, Ms. Clarke, Mr. Furman and Mr. Garrard
2023 and 2022: Mr. Krasner, Ms. Gebauer, Mr. Garrard and Mr. Furman
2021: Mr. Krasner, Mr. Burwell, Mr. Hess, Ms. Gebauer and Mr. Furman
       
Peer Group Issuers, Footnote
(5)
The peer group used for TSR comparisons reflects our compensation benchmarking peer group as disclosed in the CD&A for each year. The peer group comprises the following companies for each year:
2025: Aon plc, Arch Capital Group Ltd., Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Brown & Brown, Inc., Cognizant Technology Solutions Corporation, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., Unum Group.
2024, 2023 and 2022: Aon plc, Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group.
2021: Aon plc, Arthur J. Gallagher & Co., Automatic Data Processing, Inc., Booz Allen Hamilton Holding Corporation, Cognizant Technology Solutions Corporation, Conduent Incorporated, Fidelity National Financial, Inc., Fidelity National Information Services, Inc., First American Financial Corporation, Fiserv, Inc., Marsh & McLennan Companies, Inc., Nielsen Holdings plc, Principal Financial Group, Inc., Robert Half Inc., S&P Global Inc., The Hartford Financial Services Group, Inc., Unum Group.
       
Adjustment To PEO Compensation, Footnote
(8)
The following adjustments were made to Summary Compensation Table total compensation to determine “compensation actually paid” for our NEOs:

 

 

 

 

Adjustments

2025

 

PEO

($)

Non-PEO

NEO Average

($)

Summary Compensation Table Total

12,793,605

4,151,894

Deduction for amount reported in “Share Awards” column of the Summary Compensation Table

(9,182,185)

 

(2,125,120)

 

Addition of fair value at fiscal year (“FY”) end, of equity awards granted during the FY that remained outstanding (a)

9,086,328

2,102,934

Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding (a)

7,402,695

937,794

Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY (a)

1,040,942

165,385

Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award

553,405

344,505

Deduction for values reported in the“Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table

(30,094)

(16,690)

Addition for the Service Cost attributable to services rendered during the FY (b)

29,196

13,331

Compensation Actually Paid

21,693,892

5,574,033

 

(a)
The equity awards included above comprise PSUs and RSUs granted from 2020 through 2024. The fair values of the equity awards were calculated using valuation assumptions that materially differ from those disclosed at the time of grant, including: (1) the fair value of RSU awards was calculated using the closing price of our common shares as of the last day of the applicable year or on the date of vesting, as applicable; (2) the fair value of PSU awards was estimated using the closing price of our common shares as of the last day of the applicable year and adjusted for management’s estimate of performance as of the end of the year.
(b)
For disclosures of all significant assumptions used by the Willis Towers Watson Pension Plan for U.S. employees, please refer to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The table below provides a limited summary of the assumptions used to determine service costs for the purposes of “compensation actually paid”:

 

Year

Effective Discount Rate

Assumed Salary Increase Rate

2025

5.79%

4.00%

       
Non-PEO NEO Average Total Compensation Amount $ 4,151,894 $ 4,474,450 $ 3,186,370 $ 2,777,755 $ 3,678,933
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,574,033 5,846,853 3,309,249 3,077,416 2,107,221
Adjustment to Non-PEO NEO Compensation Footnote
(8)
The following adjustments were made to Summary Compensation Table total compensation to determine “compensation actually paid” for our NEOs:

 

 

 

 

Adjustments

2025

 

PEO

($)

Non-PEO

NEO Average

($)

Summary Compensation Table Total

12,793,605

4,151,894

Deduction for amount reported in “Share Awards” column of the Summary Compensation Table

(9,182,185)

 

(2,125,120)

 

Addition of fair value at fiscal year (“FY”) end, of equity awards granted during the FY that remained outstanding (a)

9,086,328

2,102,934

Addition of change in fair value at FY end versus prior FY end for awards granted in prior FY that remained outstanding (a)

7,402,695

937,794

Addition of change in fair value at vesting date versus prior FY end for awards granted in prior FY that vested during the FY (a)

1,040,942

165,385

Addition in respect of any dividends or other earnings paid during applicable FY prior to vesting date of underlying award

553,405

344,505

Deduction for values reported in the“Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table

(30,094)

(16,690)

Addition for the Service Cost attributable to services rendered during the FY (b)

29,196

13,331

Compensation Actually Paid

21,693,892

5,574,033

 

(a)
The equity awards included above comprise PSUs and RSUs granted from 2020 through 2024. The fair values of the equity awards were calculated using valuation assumptions that materially differ from those disclosed at the time of grant, including: (1) the fair value of RSU awards was calculated using the closing price of our common shares as of the last day of the applicable year or on the date of vesting, as applicable; (2) the fair value of PSU awards was estimated using the closing price of our common shares as of the last day of the applicable year and adjusted for management’s estimate of performance as of the end of the year.
(b)
For disclosures of all significant assumptions used by the Willis Towers Watson Pension Plan for U.S. employees, please refer to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The table below provides a limited summary of the assumptions used to determine service costs for the purposes of “compensation actually paid”:

 

Year

Effective Discount Rate

Assumed Salary Increase Rate

2025

5.79%

4.00%

       
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid Versus Company and Peer TSR

 

img37521968_20.jpg

       
Compensation Actually Paid vs. Net Income

Compensation Actually Paid Versus GAAP Net Income

 

img37521968_21.jpg

       
Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid Versus Adjusted Operating Margin

 

img37521968_22.jpg

       
Total Shareholder Return Vs Peer Group

Compensation Actually Paid Versus Company and Peer TSR

 

img37521968_20.jpg

       
Tabular List, Table

Tabular List of Company Performance Measures

 

The following table alphabetically lists the measures we believe are most important in linking compensation actually paid to company performance during 2025.

 

Tabular List of Most Important Measures

(1)
Adjusted EPS Growth
(2)
Adjusted Net Revenue
(3)
Adjusted Net Revenue Growth
(4)
Adjusted Operating Margin
(5)
Adjusted Operating Margin Improvement
(6)
Free Cash Flow Margin
(7)
Relative TSR

 

       
Total Shareholder Return Amount $ 167 157 119 119 114
Peer Group Total Shareholder Return Amount 137 158 128 111 123
Net Income (Loss) $ 1,605,000,000 $ (98,000,000) $ 1,055,000,000 $ 1,009,000,000 $ 4,222,000,000
Company Selected Measure Amount 0.252 0.239 0.22 0.209 0.199
PEO Name Mr. Hess Mr. Hess Mr. Hess Mr. Hess Mr. Haley
Effective discount rate 5.79%        
Assumed salary increase rate 4.00%        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EPS Growth        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Net Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Net Revenue Growth        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted Operating Margin        
Non-GAAP Measure Description
(7)
For 2024 and 2025 we have designated Adjusted Operating Margin as our “Company-Selected Measure,” reflecting our view that it is the most important financial performance measure (not otherwise required to be disclosed in the table) linking “compensation actually paid” to Company performance, given its role in our LTIP. In 2023 and 2022, we identified Adjusted Net Revenue as our Company-Selected Measure. We may designate a different financial performance measure as our Company-Selected Measure in future years.
       
Measure:: 5          
Pay vs Performance Disclosure          
Name Adjusted Operating Margin Improvement        
Measure:: 6          
Pay vs Performance Disclosure          
Name Free Cash Flow Margin        
Measure:: 7          
Pay vs Performance Disclosure          
Name Relative TSR        
Mr.Carl Hess [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 12,793,605 $ 12,502,090 $ 12,668,832 $ 10,728,900  
PEO Actually Paid Compensation Amount 21,693,892 $ 22,045,479 $ 17,266,044 $ 11,413,081  
Mr.Haley [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount         $ 20,337,292
PEO Actually Paid Compensation Amount         $ 14,552,522
PEO | Mr.Carl Hess [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (30,094)        
PEO | Mr.Carl Hess [Member] | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 29,196        
PEO | Mr.Carl Hess [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (9,182,185)        
PEO | Mr.Carl Hess [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,086,328        
PEO | Mr.Carl Hess [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,402,695        
PEO | Mr.Carl Hess [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,040,942        
PEO | Mr.Carl Hess [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 553,405        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (16,690)        
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 13,331        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,125,120)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,102,934        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 937,794        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 165,385        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 344,505