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Paul Reilly

Non-Executive Chair of the Board at WILLIS TOWERS WATSONWILLIS TOWERS WATSON
Board

About Paul Reilly

Paul Reilly (age 70) is an independent director of Willis Towers Watson (WTW) since 2022 and is slated to become Non-Executive Chair of the Board at the conclusion of the 2025 AGM. He currently serves as Executive Chair of Raymond James Financial and previously served as CEO and Chair of Raymond James from May 2010 through February 2025. He is a Certified Public Accountant with a B.S. and MBA from the University of Notre Dame. At WTW, he serves on the Corporate Governance & Nominating Committee and the Human Capital & Compensation Committee. Skills highlighted by WTW include executive/management, financial, and international business experience .

Past Roles

OrganizationRoleTenureCommittees/Impact
Raymond James FinancialExecutive Chair of the Board2025–presentCurrent role; continues leadership transition after serving as CEO/Chair
Raymond James FinancialCEO and Chair of the BoardMay 2010–Feb 2025Led multi-national financial services firm; board service since 2006
Korn/Ferry InternationalExecutive ChairmanJul 2007–Apr 2009Oversaw global talent management business (90+ offices, 39 countries)
Korn/Ferry InternationalChairman & CEO2001–2007Led global strategy and operations
KPMG InternationalCEOPrior to 2001Responsible for global products, services, and infrastructure; previously led financial services and real estate consulting

External Roles

OrganizationRoleTenureCommittees/Impact
Raymond James Financial (public)Director (Board member)2006–presentExecutive leadership and board experience
American Securities Association (ASA)Board member; former ChairChair through Dec 2023Industry policy leadership
Securities Industry and Financial Markets Association (SIFMA)Board at LargeOngoingIndustry advocacy and standards
Bank Policy InstituteActive participantOngoingBanking policy engagement
Notre Dame Business Advisory CouncilMember; Distinguished Alumnus (2004–2005)OngoingAcademic/industry advisory
Philanthropy (e.g., United Way Suncoast; AHA Heart Walk/Ball)Prior leadership/board rolesHistoricalCommunity engagement

Board Governance

  • Independence: The Board determined that all directors and committee members, except the CEO, are independent under SEC/Nasdaq standards and WTW’s Director Independence Standards. The Governance Committee considered ordinary-course services between WTW and organizations affiliated with directors and found no impairment of independence .
  • Committees: Corporate Governance & Nominating; Human Capital & Compensation (member; not chair) .
  • Board leadership: Will become Non-Executive Chair at conclusion of the 2025 AGM, signaling continued separation of Chair/CEO roles .
  • Attendance: The Board met eight times in 2024; all directors attended at least 75% of Board/committee meetings, and all directors participated in the 2024 AGM. Independent directors held regular executive sessions chaired by the Non-Executive Chair .
  • Ownership & trading policies: Non-employee directors must hold WTW shares equal to 5x the $125,000 cash retainer ($625,000) within eight years; hedging is prohibited; directors and executive officers are prohibited from margin accounts and pledging WTW shares .
  • Overboarding policy: Directors who serve as public company executive officers may serve on a maximum of one other public company board (in addition to WTW) .

Fixed Compensation

Component (Non-Employee Director)2024 AmountNotes
Fees Earned or Paid in Cash ($)125,000 Standard board retainer for non-employee directors

Performance Compensation

Equity InstrumentGrant DateNumber of UnitsGrant-Date Fair Value ($)VestingNotes
RSUsMay 22, 2024858 220,000 Vests in full on the earlier of the one-year anniversary of grant or the 2025 AGM Annual director grant; time-based (no performance metrics)
Stock OptionsNo option awards disclosed for 2024

No performance metrics (e.g., TSR, revenue/EBITDA goals) are tied to director equity; RSUs are time-based .

Other Directorships & Interlocks

Company/EntityRolePotential Interlock/Conflict Considerations
Raymond James Financial (public)Executive Chair; DirectorWTW’s Governance Committee reviewed ordinary-course transactions with organizations affiliated with directors and determined they do not impair independence under SEC/Nasdaq/WTW standards. Monitor for any WTW services to RJF; current assessment indicates no independence impairment .
ASA; SIFMA; Bank Policy InstituteBoard/Member rolesIndustry associations; no related-party transactions disclosed specific to Reilly. WTW has a formal related-person transactions policy overseen by the Audit Committee .

Expertise & Qualifications

  • Executive/management, financial, and international business expertise cited by WTW .
  • CPA; B.S. and MBA from the University of Notre Dame .
  • Long-tenured CEO/Chair experience at a global financial institution; prior leadership of a Big Four global network and a global human capital firm .

Equity Ownership

MeasureAmountDetail
Beneficially owned shares893 Includes 48 shares held via a revocable trust
Unvested RSUs outstanding (as of 12/31/2024)858 2024 annual grant
Director ownership guideline$625,000 of WTW shares within 8 years Equals 5x $125,000 annual cash retainer
Compliance status (Board-wide disclosure)Only Mr. Thomas and Ms. Chima had satisfied the guideline; all other directors expected to meet within the timeframe Implies Reilly is still within the accumulation window
Hedging/pledgingProhibitedDirectors and executive officers are prohibited from hedging and from margin accounts and pledging WTW shares

Governance Assessment

  • Strengths

    • Deep CEO/Chair experience in financial services and professional services; designated to become WTW’s Non-Executive Chair, reinforcing independent board leadership .
    • Confirmed independent; Board has reviewed ordinary-course transactions with director-affiliated entities with no impairment to independence; strong anti-hedging/pledging policies .
    • Director pay skewed toward equity via RSUs with clear vesting and annual cadence, aligning with long-term shareholder interests; robust ownership guideline (5x retainer) .
    • Attendance threshold met Board-wide in 2024; regular independent executive sessions indicate active oversight .
  • Watch items / RED FLAGS

    • Time/overboarding risk: As an Executive Chair at a public company, board service is constrained by WTW policy (max one other public board for public-company executives). Monitor role load and effectiveness as he transitions to WTW Non-Executive Chair; no violation disclosed by WTW .
    • Potential interlocks: WTW may provide services to financial institutions; Governance Committee explicitly reviewed ordinary-course services to director-affiliated organizations and determined no independence impairment. Continue to monitor for any related-party exposures; none specific to Reilly disclosed .
  • Related-party controls

    • Formal policy requires Audit Committee review/approval of related-person transactions with defined materiality considerations and disclosure protocols .
  • Compensation alignment signals

    • 2024 director compensation comprised $125,000 cash and $220,000 in RSUs, with time-based vesting through the earlier of one year or the 2025 AGM, emphasizing equity alignment over cash .
    • Directors subject to stringent share ownership guidelines and transfer restrictions until six months post-board service (subject to tax-related exceptions) .

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