Stephen Chipman
WILLIS TOWERS WATSONAbout Stephen Chipman
Independent director since 2023; age 63. Background includes CEO of Grant Thornton LLP (2009–2014), CEO of Radius (2016–2018), Group Managing Director at Vistra after Radius sale (2018–2019), extensive international leadership across audit, professional services, and corporate services; credentials: U.S. Certified Public Accountant and Chartered Accountant (England and Wales) . Serves on WTW’s Audit Committee and Risk & Operational Oversight Committee, bringing executive management, international business, and financial expertise to board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Chief Executive Officer | 2009–2014 | Led global professional services firm; executive and financial management expertise |
| Vistra | Group Managing Director | 2018–2019 | Oversight following Radius acquisition; operational and strategic integration |
| Radius | Chief Executive Officer | 2016–2018 | Led a global, technology-enabled corporate services provider |
| Grant Thornton China Management Corp. | CEO | 2006–2009 | Led China operations; international expansion and technical leadership |
| Grant Thornton LLP | US Central Region Managing Partner; Office Managing Partner | 2001–2006 | Regional leadership; client service and practice management |
| Grant Thornton LLP | Managing Partner, Global Services & Worldwide Director | 1996–2000 | Built global services capability; cross-border practice leadership |
| Grant Thornton International | Asia Pacific Regional Technical Director | 1992–1995 | Technical oversight across Asia-Pacific; standards and quality |
| Grant Thornton | Audit Professional | 1981–1991 | Audit practice foundation; technical accounting skills |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prudential Insurance Funds | Director overseeing ~$160B AUM across 100+ funds/strategies | Current | Oversight of investment vehicles; fiduciary governance |
| Stout | Director | Current | Private equity–backed global advisory firm; strategic guidance |
| One Sky Foundation | Director | Current | Non-profit board service |
| Auxadi Holdo | Director; Chair (prior) | Prior | International corporate services; chair leadership |
Board Governance
- Committee assignments: Audit Committee member; Risk & Operational Oversight Committee member .
- Independence: Board determined all directors (except CEO) and all committee members are independent under SEC, NASDAQ, and WTW’s standards; ordinary-course transactions with director-affiliated entities were reviewed and deemed not to impair independence .
- Attendance: Board met eight times in 2024; all directors attended at least 75% of aggregate Board/committee meetings; independent directors held executive sessions before/after regular meetings, chaired by the Non-Executive Chair .
- Risk oversight: Audit focuses on financial reporting, compliance, internal controls; Risk & Operational Oversight covers enterprise risk and key operational risks (cybersecurity, tech, AI, privacy, business continuity, supplier management) .
- Governance practices: Majority voting for directors, annual elections, tenure guidelines, share ownership guidelines, prohibition on hedging/pledging/margin accounts for directors; separate CEO and independent Chair; regular board/committee self-evaluations and shareholder outreach .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash fee | $125,000 | Non-employee director base; payable 100% in equity at director’s election |
| Committee chair fees | N/A | Not a chair; Audit Chair $30,000; Risk & Operational Oversight Chair $30,000; HCC Chair $25,000; Governance Chair $20,000 (policy revised for 2025) |
| RSU annual grant | $220,000 fair value | RSUs vest in full on earlier of one-year from grant or next AGM |
| 2024 RSU units | 858 RSUs (granted May 22, 2024) | Standard non-employee director grant |
Performance Compensation
| Metric | Structure | Weight | Payout Range |
|---|---|---|---|
| Director equity | Time-based RSUs; vest on earlier of one-year from grant or next AGM | N/A | N/A (no performance metrics used for director equity) |
WTW’s performance-based metrics (Adjusted Net Revenue, Adjusted Operating Margin, FCF Margin, 3-year revenue growth, margin improvement, relative TSR) apply to NEO incentive plans, not non-employee directors .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Potential Interlock/Conflict |
|---|---|---|
| Prudential Insurance Funds | No (fund complex oversight) | None disclosed; independence affirmed despite ordinary-course transactions with director-affiliated entities when applicable |
| Stout | No (private company) | None disclosed |
| One Sky Foundation | No (non-profit) | None disclosed |
| Auxadi Holdo (prior) | No (private) | None disclosed |
WTW disclosed only one related person transaction for 2024 (BlackRock services ~$459,050 to a UK subsidiary), with no other related person transactions requiring disclosure—none attributed to Chipman .
Expertise & Qualifications
- Executive/management, international business, and financial expertise; deep experience in professional services, audit, and global operations .
- CPA (U.S.) and Chartered Accountant (England & Wales) credentials augment Audit Committee effectiveness .
- Board skills matrix confirms technology oversight and financial experience across director slate; Chipman flagged for management/international/financial skills .
Equity Ownership
| As of Dec 31, 2024 | Shares | RSUs |
|---|---|---|
| Stephen Chipman | 532 | 858 |
- Share ownership guidelines: non-employee directors must accumulate WTW shares equal to five times the $125,000 cash retainer ($625,000) within eight years of appointment; ordinary shares, deferred shares, share equivalents, RSUs and restricted shares count; options do not; Mr. Thomas and Ms. Chima have satisfied; other directors (including Chipman) are expected to satisfy within the timeframe .
- Hedging and pledging of WTW shares by directors prohibited; margin accounts prohibited, supporting alignment with shareholders .
Recent Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-05-19 | 2025-05-15 | Award (RSU/stock) | 709.655 | $0.00 | 1,687.655 | https://www.sec.gov/Archives/edgar/data/1140536/000112760225014907/0001127602-25-014907-index.htm |
| 2025-05-19 | 2025-05-15 | Tax withholding (F) | 412 | $303.37 | 978 | https://www.sec.gov/Archives/edgar/data/1140536/000112760225014907/0001127602-25-014907-index.htm |
Governance Assessment
- Strengths: Independent status; dual membership on Audit and Risk & Operational Oversight Committees aligns with his financial and operational risk expertise; robust board governance (majority voting, director ownership guidelines, prohibition on hedging/pledging, executive sessions) supports investor confidence .
- Engagement: Board met eight times in 2024; all directors ≥75% attendance; regular executive sessions of independent directors .
- Alignment signals: Annual RSU grants and ongoing equity awards; share ownership guidelines enforce accumulating meaningful stake; recent Form 4 reflects equity awards with tax withholding mechanics typical for RSU vesting (Form 4: https://www.sec.gov/Archives/edgar/data/1140536/000112760225014907/0001127602-25-014907-index.htm).
- Conflicts/related-party exposure: No Chipman-specific related person transactions disclosed; 2024 related party disclosure limited to BlackRock services; Governance/Audit oversight and policy framework require review and approval of any related person transactions, mitigating conflict risk .
- Shareholder sentiment: Say-on-Pay received ~90% approval at 2024 AGM, indicating supportive governance/compensation environment (context for board credibility) .