Form 4: Willis Towers Watson CEO Carl Hess Boosts Holdings Through Share and RSU Acquisitions

Willis Towers Watson CEO Carl Aaron Hess acquired additional ordinary shares and restricted share units through dividend equivalents and company plan contributions.

Summary

• Carl Aaron Hess, Chief Executive Officer and Director of Willis Towers Watson PLC (WTW), acquired additional securities on July 15, 2025.
• Hess acquired 44.825 Ordinary Shares with a nominal value of $0 per share, primarily through dividend equivalent rights, bringing his direct beneficial ownership to 86,028.3417 Ordinary Shares.
• He also acquired 28.1989 Restricted Share Units (RSUs) at a $0 price, representing dividend equivalents from a time-based RSU award, increasing his direct beneficial ownership of this RSU type to 9,437.2672.
• An additional 24.2705 Restricted Share Units were acquired at a $0 price, stemming from dividends, participant deferral elections, and company matching contributions under the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees, bringing his direct beneficial ownership of this RSU type to 8,064.1879.
• The dividend equivalent rights on ordinary shares and the first set of RSUs will vest based on the same schedule as the underlying awards.
• The RSUs generally settle for Ordinary Shares on a 1:1 basis, with specific settlement conditions tied to termination or separation from service.

Sentiment

Score: 7

Explanation: The acquisition of additional shares and restricted share units by the CEO, primarily through dividend equivalents and company plans, indicates continued alignment with shareholder interests and participation in long-term incentive programs, which is generally viewed positively.

Positives

• The acquisition of additional shares and restricted share units by the CEO demonstrates continued alignment of management's interests with those of shareholders.
• The acquisitions are primarily through dividend equivalents and contributions to company non-qualified deferred savings and stable value excess plans, indicating participation in long-term incentive and compensation programs.

Future Outlook

Restricted Share Units (RSUs) are expected to settle for Ordinary Shares on a 1:1 basis 6 months after the reporting person's termination date for time-based RSUs, and on the first business day of the month following the earlier of 6 months after separation from service or 30 days after death for RSUs from the Stable Value Excess Plan.

Industry Context

This Form 4 filing details a routine insider transaction for Willis Towers Watson, a global advisory, broking, and solutions company. Such transactions, often related to executive compensation plans and dividend reinvestment, are common across the financial services and consulting industries, reflecting standard practices for executive remuneration and long-term incentive alignment.

Related Party Transactions

• The acquisitions of Ordinary Shares and Restricted Share Units are related party transactions as they involve the CEO and the company's compensation and deferred savings plans (Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees and Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees).

Stakeholder Impact

• Shareholders: The increase in the CEO's beneficial ownership, particularly through long-term incentive mechanisms, can signal management's confidence and commitment to the company's long-term performance.
• Employees: The transactions are part of executive compensation plans, which are a component of the broader employee compensation and benefits structure.

Next Steps

• Vesting and settlement of Restricted Share Units based on the specified conditions (e.g., 6 months after termination date or separation from service).

Key Dates

Keywords

Willis Towers Watson, WTW, Carl Aaron Hess, SEC Form 4, insider transaction, beneficial ownership, restricted share units, RSU, dividend equivalents, executive compensation