Michael Hammond

About Michael Hammond

Independent Director at Willis Towers Watson (WTW) since 2022; age 66. Hammond is a retired senior executive with decades of leadership across global insurance broking firms (Lockton, JLT, Marsh) and currently serves as Chair of the London Insurance Market Charitable Trust. He holds a B.A. in Economics and Social Studies from the University of East Anglia. The Board cites his CEO-level industry experience and global operational insight as core qualifications for continued service .

Past Roles

External Roles

Board Governance

• Independence: WTW’s Board determined all directors except the CEO are independent under SEC, NASDAQ and WTW standards; routine business with director-affiliated organizations was reviewed and deemed not to impair independence .
• Committees and roles (current composition per proxy committee matrix):
  • Risk & Operational Oversight Committee – Chair
  • Audit Committee – Member
  • Note: Director biography also lists Human Capital & Compensation (HCC) membership alongside Risk & Operational Oversight Chair; use the matrix for current composition, and note 2024 chair rotations and committee changes (Operational Transformation Committee sunset 12/31/2024; new Risk & Operational Oversight formed) .
• Board activity and engagement: The Board met 8 times in 2024; independent directors held executive sessions at each regularly scheduled meeting; all directors attended at least 75% of combined Board/committee meetings and participated in the 2024 AGM .

Committee Assignments (Current)

2024 transition note: Fees reflected Hammond’s role as Chair of the Operational Transformation Committee in 2024; that committee ended Dec 31, 2024, with responsibilities reallocated and a separate Risk & Operational Oversight Committee formed .

Fixed Compensation (Non‑Employee Director, 2024)

• Director equity ownership guidelines: Non‑employee directors must hold WTW shares equal to 5x the $125,000 annual cash retainer ($625,000) within eight years of appointment; ordinary/deferred shares, share equivalents, RSUs count, but options do not. The proxy notes Mr. Thomas and Ms. Chima have satisfied the guideline; all other directors are expected to satisfy within the timeframe .

Performance Compensation (Equity Grants to Directors)

• No performance metrics are attached to director RSUs; they are time‑based and align director pay with long‑term shareholder value via holding requirements .

Other Directorships & Interlocks

• The Governance Committee reviewed ordinary‑course transactions with director‑affiliated organizations and determined they did not impair independence under SEC/NASDAQ/WTW standards .

Expertise & Qualifications

• Insurance brokerage CEO experience at large global firms; professional services and financial acumen; M&A/capital markets, international business, and executive leadership .
• Director skills matrix shows Hammond possesses insurance/reinsurance, professional services, financial, M&A/capital markets, international business, management/executive leadership, and technology oversight experience .
• Education: B.A. Economics & Social Studies, University of East Anglia .

Equity Ownership (as of Dec 31, 2024)

• Ownership guideline status: The proxy specifies directors must reach $625,000 within eight years; it notes only Mr. Thomas and Ms. Chima have satisfied to‑date, with all others (including Hammond) expected to satisfy within the timeframe .

Governance Assessment

• Positives

  • Independent director since 2022 with deep, directly relevant operating experience at global insurance brokers—valuable for risk oversight and strategic guidance .
  • Chairs the Risk & Operational Oversight Committee and serves on Audit, positioning him centrally in enterprise risk and financial oversight; independent directors comprise all committees .
  • Director pay structure emphasizes equity (annual RSUs with one‑year vest), plus stringent ownership guidelines (5x cash retainer), supporting alignment with shareholders .
  • Board engagement is solid at the overall level (eight Board meetings; ≥75% attendance across directors; regular independent executive sessions), indicating a functioning oversight cadence .

• Watch items

  • Committee disclosures show minor internal inconsistency (biography lists Human Capital & Compensation membership, while the matrix lists Audit + Risk & Operational Oversight); rely on the matrix for current composition and monitor for post‑AGM updates .
  • Historical leadership and board roles at industry peers (Lockton, JLT, Marsh) create potential perception risks; however, independence review concluded ordinary‑course affiliations do not impair independence .
  • Ownership guideline satisfaction: only two directors explicitly disclosed as having met the 5x requirement; Hammond is expected to meet within the allowed 8‑year window—continue to track progress as a signal of alignment .