Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 30, 2021, Willis Towers Watson plc (the "Company") announced that Andrew Krasner, 45, will succeed Michael J. Burwell as Chief Financial Officer, effective as of September 7, 2021. Mr. Burwell resigned from the Company on August 26, 2021, effective as of September 30, 2021, although he will step down as Chief Financial Officer upon Mr. Krasner's commencement of employment. In connection with his resignation, Mr. Burwell (i) will receive a completion bonus of $1 million as he transitions his position and to reflect his achievements during a challenging year, and 3 months of COBRA coverage and (ii) the unvested portion of his Non-Qualified Deferred Savings Plan and Non-qualified Stable Value Excess Plan totaling 2,443 shares will vest. He will forfeit his outstanding 2019, 2020, and 2021 Operating Committee Long-Term Incentive Plan awards. Following his resignation, Mr. Burwell will be subject to customary restrictive covenants and non-solicitation provisions and will sign a release of claims in favor of the Company.

Mr. Krasner will rejoin the Company from Assured Partners, Inc. where he served as Chief Financial Officer since February 2021. Prior to that, Mr. Krasner served in various positions at the Company, including Global Treasurer and Head of Mergers and Acquisitions for Willis Towers Watson and senior vice president of Willis Towers Watson Securities, since 2009. There are no familial relationships between Mr. Krasner and any other executive officer or director of the Company. There have been no transactions, and no transactions are currently proposed, in which the Company was or is to be a participant and in which Mr. Krasner or any member of his immediate family had or will have any interest that is required to be disclosed by Item 404(a) of Regulation S-K.

Pursuant to an offer letter, dated as of August 26, 2021, the terms of Mr. Krasner's employment are as follows: (i) an annual base salary of $800,000; (ii) a target short-term incentive bonus of 125% of his base salary, which for 2021 will be no less than Mr. Krasner's target bonus prorated for the number of days employed by the Company in 2021; (iii) a target long-term incentive bonus of 200% of his base salary starting in 2022; (iv) a cash sign on bonus equivalent to $50,000 per month (including prorated amounts for partial months up to the start date) for the months during 2021 that Mr. Krasner was not employed by the Company, subject to a 12 month clawback; and (v) a sign-on award of time-based restricted stock units valued at $3,000,000, to vest ratably over three years. Mr. Krasner will also participate in the Company's Severance and Change in Control Plan for U.S. Executives (the "Executive Severance Plan"). In the event of a Qualifying Termination, and whether or not a Change in Control occurs (as such terms are defined in the Executive Severance Plan), prior to the end of the three-year period, the Company will either (i) accelerate the vesting of any outstanding unvested units at the time of termination, subject to the approval of the Compensation Committee, or, in the absence of such approval, (ii) pay the cash value of the unvested outstanding awards.

In addition, Mr. Krasner will be subject to customary restrictive covenants and non-solicitation provisions and he and the Company will enter into officer indemnification agreements pursuant to which, among other things, the Company agrees to indemnify its officers and advance certain expenses to the fullest extent permitted by applicable law.

Item 7.01 Regulation FD.

The Company also issued a press release announcing Mr. Krasner's appointment as Mr. Burwell's successor, which is being furnished as Exhibit 99.1 hereto. The information contained in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits



Exhibit
  No.       Description

99.1          Press Release, dated August 30, 2021.*

104         Cover Page Interactive File (the cover page tags are embedded within
            the Inline XBRL document).




* Filed herewith.

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