WTW
Willis Towers Watson
What it means
WTW runs a conventional, financially-anchored plan: Adjusted Net Revenue, Operating Margin, and Free Cash Flow dominate both the AIP and LTIP, and the company multiplier has cleared target every year on file (103%–140%), with the two most recent completed LTIP cycles (FY22–24 and FY23–25 grants) paying out at 149% and 195% of target PSUs respectively — targets have not meaningfully bound. The one structural shift worth watching: relative TSR vs. the S&P 500 was demoted from a full 100%-weighted LTIP metric in the FY21 grant to a ±20% modifier from FY22 onward, and Adjusted EPS was dropped from the LTIP metric set entirely starting the FY24 grant — the plan has progressively narrowed to Net Revenue growth and Operating Margin as its two load-bearing long-term measures. Say-on-pay support is routine (97%+ for), so there is no governance pressure evident to change course; the next data point is whether the open FY24–26 and FY25–27 cycles land near the historical 150%–195%-of-target pattern once they mature.
WTW's annual plan is dominated by financial metrics — Adjusted Net Revenue, Adjusted Operating Margin/Income, and Free Cash Flow/Free Cash Flow Margin — with Individual Performance the only non-financial component (20%–33% of target). The FY21 LTIP grant paid entirely on relative TSR vs. the S&P 500 (100% weight); every LTIP grant since (FY22–FY25) has instead weighted Net Revenue growth and Operating Margin (plus Adjusted EPS in the FY22 and FY23 grants, dropped starting FY24) as the standalone metrics, with relative TSR demoted to a ±20% modifier on top of the metric-derived payout rather than a weighted metric in its own right.
CEO
Carl HessFY21–FY25 (continuing) — base salary raised from $650K to $1.0M in FY21 on his promotion to CEO
Incentive orientation strategic posture of the pay plan
Incentive orientation — AIP and the active LTIP grant blended 50/50 per fiscal year
FY21's LTIP grant paid 100% on relative TSR as a full standalone weighted metric — that year's high shareholder-return tilt is real, not a modifier effect. Starting the FY22 grant, TSR was demoted to a ±20% modifier on top of the Net Revenue/Margin/EPS-derived payout (drawn as the gold force arrow, which the renderer applies to every plotted year including FY21 for visual consistency — treat the arrow as describing FY22–FY25 only). FY21's Enterprise Financial Performance metric (80% weight) blended revenue growth and operating income into one undisclosed-split figure; it is split 50/50 growth/profitability here as a stated assumption since the proxy does not break it out.
Targets vs outcomes disclosed bands, by fiscal year
Targets vs. outcomes — the two metrics that anchor the AIP
thr–max, notch=target
≥ max
in band
< threshold
Adjusted Net Revenue (AIP)26.6%–37.5% wt$ billions
Adjusted Operating Margin (AIP)26.6%–37.5% wt% of Adjusted Net Revenue
Free Cash Flow Margin (AIP)25%–26.6% wt% of Adjusted Net Revenue — FY23 used a $ Free Cash Flow target ($850M–$1.2B, actual $1.192B, not shown on this % axis)
Metric persistence weight · realized payout, % of target, by fiscal year
Every metric used in any year is a row; the cell carries its weight (top) and realized payout (bottom). Gaps mark absence; “open” marks unfinished cycles.
| Metric | FY21 | FY22 | FY23 | FY24 | FY25 |
|---|---|---|---|---|---|
| Annual incentive (AIP) | |||||
Adjusted Net Revenue Growth · financial | · | 33.3%98% | 26.6%160% | 26.6%94% | 37.5%92% |
Adjusted Operating Income Profitability · financial | · | 33.3%117% | · | · | · |
Adjusted Operating Margin Profitability · financial | · | · | 26.6%125% | 26.6%171% | 37.5%137% |
Free Cash Flow / Free Cash Flow Margin Profitability · financial | · | · | 13.3%196% | 26.6%93% | 25%133% |
Enterprise Financial Performance (blended revenue + operating income, undisclosed split) Growth + Profitability · financial (blended) | 80%124% | · | · | · | · |
Individual Performance Other · non-financial | 20%161% | 33.3% | 33.3% | 20%115% | · |
| AIP total payout | 140% | 103% | 125% | 118% | 119% |
| Long-term incentive (LTIP, one grant per fiscal year) | |||||
Relative TSR (full weighted metric, FY21 grant only) Shareholder return | 100% | · | · | · | · |
Adjusted Net Revenue (level, FY22 grant) / Avg. Annual Net Revenue Growth (FY23–FY25 grants) Growth · financial | · | 30%200% | 30%200% | 50% | 50% |
Adjusted Operating Margin (level, FY22–FY23 grants) / Avg. Annual Margin Improvement (FY24–FY25 grants) Profitability · financial | · | 50%145% | 50%190% | 50% | 50% |
Adjusted EPS (level, FY22 grant) / Avg. Annual EPS Growth (FY23 grant) — dropped from FY24 grant onward Profitability · financial | · | 20%84% | 20%200% | · | · |
AIP Individual Performance payout was not separately disclosed at the sub-metric level for FY22 and FY23 (shown as w/p:null); those years' overall company multiplier is known but the qualitative/objectives split is not broken out. LTIP relative TSR moved from a 100%-weighted standalone metric (FY21 grant) to a ±20% modifier layered on top of the Net Revenue/Margin(/EPS) metrics starting the FY22 grant — see the benchmark note on that row and the Modifiers & Gates strip below. Adjusted EPS was dropped from the LTIP metric set entirely starting the FY24 grant, leaving a simpler two-metric structure (Net Revenue Growth + Operating Margin Improvement, 50/50). ◆ rTSR benchmark change: Relative TSR (full weighted metric, FY21 grant only): benchmark changed to S&P 500 (demoted to ±20% modifier) in FY22 (from S&P 500). Relative TSR (full weighted metric, FY21 grant only): benchmark changed to S&P 500 (modifier) in FY23 (from S&P 500 (demoted to ±20% modifier)).
Modifiers & gates non-weighted mechanics that adjust or unlock payout
MODIndividual Performance Modifier (FY25)100% (neutral) — landed exactly at target
MODRelative TSR Modifier vs. S&P 500 (FY22–FY25 grants)FY22 and FY23 grants: folded into the disclosed final PSU multiplier (149.4% and 195.1% of target respectively) and not separately broken out; FY24 and FY25 grants: still open
The FY21 grant used relative TSR as a full 100%-weighted metric rather than a modifier — it is shown as a matrix row, not here.
Pay structure LTIP grant mix
LTIP grant mix by grant year
● PSU ● RSU (time-vested)No stock options in any grant year on file — the LTIP mix is entirely PSU/RSU. FY21 was 100% PSU (all performance-conditioned on relative TSR); every grant since has held a steady 75% PSU / 25% time-vested RSU split.
Bonus realization CEO annual cash incentive · opportunity vs delivered
Bar fills realized payout against each year’s opportunity ceiling (the AIP maximum); notch is target.
| FY | Base | Target | Payout | Realized $ | vs opportunity | ×base |
|---|---|---|---|---|---|---|
| FY21 | $1.00M | $1.75M | 140% | $2.44M | 2.44× | |
| FY22 | $1.00M | $1.75M | 103% | $1.80M | 1.80× | |
| FY23 | $1.00M | $2.00M | 125% | $2.50M | 2.50× | |
| FY24 | $1.00M | $2.00M | 118% | $2.37M | 2.37× | |
| FY25 | $1.00M | $2.00M | 119% | $2.38M | 2.38× |
Base 21→25flat
Target opp. 21→25+14%
Realized bonus 21→25−2%
Bonus/base 21→252.44→2.38×
No overall AIP payout cap is stated as a single program-level number, but every individual metric on file caps at 200% of target — that 200% figure is used as the reference for the bar fill ("closeness to cap"), consistent across years. Target bonus percentage rose over the window (175% of base in FY21–FY22 to 200% in FY23–FY25, and set at 225% for FY26 per the proxy's forward-looking disclosure). Company multiplier cleared target every year (103%–140%) — targets have not bound.
Metrics are bucketed by underlying measure. Adjusted Net Revenue (AIP and LTIP, including its growth-rate variants) → growth. Adjusted Operating Margin, Adjusted Operating Income, Free Cash Flow / Free Cash Flow Margin, and Adjusted EPS (including growth-rate variants) → profitability. Relative TSR vs. the S&P 500 → shareholder return when it is a standalone weighted metric (FY21 LTIP grant only); from the FY22 grant on it is a ±20% modifier and does not enter the weighted blend, but is drawn as a force arrow. Individual Performance (qualitative and objectives) → other. FY21's blended "Enterprise Financial Performance" metric (80% weight, covering both operating income and revenue growth in one undisclosed split) is treated as 50/50 growth/profitability, a stated assumption. AIP and LTIP blended equally (50/50) each year.
Filed since the proxy post-proxy compensation events
Nothing filed since the proxy changes the incentive package. The DEF 14A (Irish AGM proxy) was filed March 27, 2026 (FY25 data). Two 8-Ks have followed: a Q1 2026 earnings release (April 30) and the May 20, 2026 Annual General Meeting results (Item 5.07). No Item 5.02 executive-compensation event (new award, retention grant, or plan amendment) has been filed post-proxy, and no Verity Comp-type research brief on WTW was found (only insider buying/selling briefs, unrelated to plan design). Say-on-pay support was routine at the May 2026 AGM: 82.05M for vs. 2.33M against (~2.75% of votes cast) — ordinary-course approval, not a signal of investor pushback on plan design.
Sources: Verity / InsiderScore annual and long-term incentive plan data, DEF 14A (filed March 27, 2026, FY25 data), and Form 8-K filings through May 21, 2026. Figures are for CEO Carl Hess. FY24 and FY25 LTIP metric outcomes (Net Revenue Growth and Operating Margin Improvement, FY24–26 and FY25–27 grants) are not yet disclosed (open) as their 3-year performance periods have not concluded. Describes incentive-plan design, not company quality or stock merit. Not investment advice.