Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory arrangements of certain officers.
On December 6, 2021, the Compensation Committee (the "Committee") of Willis
Towers Watson Public Limited Company (the "Company") approved, with the full
Board of Directors ratifying, a 2022 Long-Term Incentive ("LTI") Compensation
award target for Mr. Carl Hess of $7.25 million in connection with his
appointment to Chief Executive Officer of the Company, effective January 1,
2022. As CEO, Mr. Hess will receive a 2022 base salary of $1 million and a
target Short-Term Incentive ("STI") award of 175% of that base salary. His base
salary and STI target were approved in connection with his promotion to
President of the Company earlier this year and will be used to establish his STI
for 2021. He did not receive an increase in his 2021 LTI award in connection
with his promotion to President.
On December 6, 2021, the Committee also approved, with the full Board ratifying,
a 2021 STI award for Mr. John Haley who is departing the Company on December 31,
2021. The STI award that will be paid on Mr. Haley's departure date will be
$3,298,590, which represents 95% of his estimated 2021 STI award, including
forecasted 2021 enterprise financial results and individual achievement. If
actual results exceed estimated results for that period, Mr. Haley will
subsequently be paid any remainder due under his STI Award and if actual results
for the full year are lower than forecasted, Mr. Haley will repay any surplus.
The Committee also approved, with the Board ratifying, amendments to Mr. Haley's
2019 long-term incentive award agreement (the "Amended LTI Agreement") pursuant
to which Mr. Haley will receive the shares underlying his award on his departure
date. The initial number of shares will be based on estimated performance ending
as of December 29, 2021. The Amended LTI Agreement provides for the same
three-year performance period as the original award agreement, with the
performance period ending on December 31, 2021 under Mr. Haley's 2019 long-term
incentive award. If actual performance for the performance period exceeds
estimated performance, Mr. Haley will subsequently be issued any remainder of
shares underlying his awards. If actual performance for the performance period
is lower than estimated performance, Mr. Haley will be required to return to the
Company the excess number of shares previously delivered to him.
The description of the Amended LTI Agreement is qualified in its entirety by
Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
10.1 Form of Amended LTI Agreement
104 Cover Page Interactive File (the cover page tags are embedded
within the Inline XBRL document)
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