Willis Towers Watson Public Limited Company filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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) | |
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 10, 2021 | WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY | |||||
| By: | /s/ Matthew Furman | |||||
| Matthew Furman | ||||||
| General Counsel | ||||||