Form 4: WTW CEO Carl Hess Acquires Restricted Share Units

Willis Towers Watson CEO Carl Hess acquired additional restricted share units through company deferred compensation plans, increasing his beneficial ownership.

Summary

• Carl Aaron Hess, Chief Executive Officer and Director of Willis Towers Watson PLC (WTW), acquired a total of 87.9289 Restricted Share Units (RSUs) on January 12, 2026.
• The acquisition included 72.6094 RSUs from the Willis Towers Watson Non-Qualified Deferred Savings Plan for U.S. Employees, which comprised both participant deferral and company matching contributions.
• An additional 15.3195 RSUs were acquired from the Willis Towers Watson Non-Qualified Stable Value Excess Plan for U.S. Employees, representing a participant's deferral election.
• Each RSU is convertible into one Ordinary Share, nominal value $0. per share, on a 1:1 basis.
• The implied price per RSU at the time of acquisition was $329.45.
• Following these transactions, Mr. Hess beneficially owns 9,606.5485 RSUs under the Deferred Savings Plan and 8,267.9327 RSUs under the Stable Value Excess Plan.

Sentiment

Score: 6

Explanation: The filing reports a routine insider acquisition of restricted share units through compensation plans, which is generally viewed as a neutral to slightly positive event as it increases management's stake in the company.

Positives

• CEO Carl Hess increased his beneficial ownership in Willis Towers Watson PLC by acquiring 87.9289 Restricted Share Units, demonstrating continued alignment of management's interests with shareholders.
• The acquisition of RSUs through deferred compensation plans, including company matching contributions, indicates ongoing executive benefits and retention strategies.

Future Outlook

The filing indicates future settlement dates for the acquired Restricted Share Units, contingent on the reporting person's termination or separation from service, or death.

Industry Context

The acquisition of restricted share units through deferred compensation plans is a common practice in executive compensation across various industries, including financial services and consulting. It serves to align executive interests with long-term company performance and shareholder value.

Comparison to Industry Standards

• Executive compensation structures involving restricted share units and deferred compensation plans are standard practice among large, publicly traded companies, particularly in the professional services and insurance brokerage sectors.
• Companies like Marsh McLennan (MMC), Aon plc (AON), and Gallagher (AJG) typically utilize similar equity-based compensation to attract, retain, and incentivize top executives, linking their rewards to the company's stock performance and long-term strategic goals. The specific amounts and vesting schedules vary by company and individual executive agreements but the mechanism is widely adopted.

Related Party Transactions

• The acquisition of Restricted Share Units by the CEO through company-sponsored deferred compensation plans constitutes a related party transaction, which is a standard component of executive compensation.

Stakeholder Impact

• Shareholders: Increased alignment of the CEO's financial interests with long-term shareholder value due to increased equity ownership.
• Management: Reinforces long-term incentives and retention for the CEO.

Next Steps

• The acquired Restricted Share Units will settle into Ordinary Shares on specified future dates, contingent on the reporting person's termination, separation from service, or death.

Key Dates

Keywords

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