Form 4: Willis Towers Watson CEO Carl Hess Acquires Restricted Share Units Through Deferred Compensation Plans

Willis Towers Watson PLC's Chief Executive Officer and Director, Carl Aaron Hess, acquired 89.0045 Restricted Share Units (RSUs) on July 11, 2025, as part of the company's non-qualified deferred compensation and stable value excess plans.

Summary

• Carl Aaron Hess, Chief Executive Officer and Director of Willis Towers Watson PLC (WTW), acquired a total of 89.0045 Restricted Share Units (RSUs) on July 11, 2025.
• The acquisition includes 79.2027 RSUs through the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees, comprising both participant deferral and company matching contributions.
• An additional 9.8018 RSUs were acquired through the participant's deferral election under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees.
• Each RSU was valued at $307.32 at the time of acquisition, totaling approximately $27,340.97 for the newly acquired units.
• The RSUs acquired under the Deferred Savings Plan are set to settle for Ordinary Shares on a 1:1 basis six months after the reporting person's termination date.
• Vested shares under the Stable Value Excess Plan will settle for Ordinary Shares on a 1:1 basis on the first business day of the month the NASDAQ Stock Market is open, following the earlier of six months after separation from service or 30 days after death.
• Following these transactions, Carl Hess beneficially owns 9,409.0683 Restricted Share Units under the Deferred Savings Plan and 8,039.9174 Restricted Share Units under the Stable Value Excess Plan.

Sentiment

Score: 6

Explanation: The acquisition of Restricted Share Units by the CEO is generally viewed as a positive signal, as it increases insider ownership and aligns executive interests with shareholder value. However, the relatively small number of units acquired limits the overall positive impact on sentiment.

Positives

• The acquisition of Restricted Share Units by the Chief Executive Officer aligns management's interests with those of shareholders, as the value of these units is tied to the company's share price.
• The transaction demonstrates the company's commitment to its executive compensation and deferred savings plans, which can aid in executive retention and long-term incentive alignment.

Future Outlook

The document details the future settlement conditions for the acquired Restricted Share Units, which will convert to Ordinary Shares on a 1:1 basis. Settlement for units from the Deferred Savings Plan occurs six months after termination, while units from the Stable Value Excess Plan settle on the first business day of the month the NASDAQ is open, following the earlier of six months after separation from service or 30 days after death.

Management Comments

• The acquisition of Restricted Share Units by Carl Aaron Hess, Chief Executive Officer, reflects participation in the company's established non-qualified deferred compensation and stable value excess plans, aligning executive incentives with long-term company performance.

Industry Context

This transaction is a standard component of executive compensation packages within the financial services and consulting industry, where long-term incentives like Restricted Share Units are commonly used to align the interests of executives with shareholder value creation and to encourage retention.

Comparison to Industry Standards

• The use of Restricted Share Units (RSUs) as a component of executive compensation is a common practice across the financial services and professional services industries, including major competitors like Marsh McLennan, Aon, and Gallagher.
• The structure of deferred compensation plans, allowing for participant deferrals and company matching contributions, is consistent with typical executive benefit programs designed to provide tax-efficient savings and long-term incentives.
• While the specific number of units acquired (89.0045) is relatively small in the context of a CEO's overall compensation, it represents an incremental increase in direct beneficial ownership, reinforcing alignment with company performance.

Related Party Transactions

• The acquisition of Restricted Share Units by Carl Aaron Hess from Willis Towers Watson PLC constitutes a related-party transaction, as it involves compensation provided by the company to a key executive and director under established employee benefit plans.

Stakeholder Impact

• Shareholders: Increased alignment of executive interests with shareholder value through direct ownership of company equity.
• Employees: The transaction highlights the operation of the company's non-qualified deferred compensation plans, which are part of the broader employee benefits framework for eligible participants.
• Management: The acquisition represents a component of the CEO's long-term incentive compensation, reinforcing retention and performance alignment.

Next Steps

• The acquired Restricted Share Units will settle into Ordinary Shares on a 1:1 basis upon the occurrence of specific future events, such as the reporting person's termination or separation from service, or death, as per the terms of the respective plans.

Key Dates

Keywords

Willis Towers Watson, WTW, Carl Hess, Restricted Share Units, RSU, Executive Compensation, Deferred Compensation, Insider Transaction, Form 4, Corporate Governance