Three of the four new directors (Ms. Beale, Mr. Hammond, and Ms. Swanback) will join the Board on January 1, 2022, concurrent with Carl Hess's appointment as CEO. Ms. Chima will join the Board on April 1 after completing another commitment. The new directors were appointed as part of the Corporate Governance and Nominating Committee's process, which included the assistance of a leading search firm and a productive engagement with Elliott Investment Management L.P. (together with its affiliates, "Elliott"), one of the Company's largest investors. Jaymin Patel has decided to step down from the Board on January 1, when three of the new directors join the Board, in order to facilitate the director transition process. Mr. Patel had previously considered leaving the Board at the end of his term to focus on other commitments, and he agreed to speed up the process to coincide with the arrival of new directors. Furthermore, Victor Ganzi has decided not to run for re-election to the Board, but will remain a member of the Board and Chair until the end of his current Board term, which runs until the 2022 annual meeting of shareholders. He has chosen to do so in order to facilitate the director transition process and to devote more time to other obligations. Mr. Ganzi and Mr. Patel are thanked by the Board for their years of dedicated service to the Company.
Furthermore, as part of the transition to the new CEO and the addition of new Board members on January 1, 2022, the Board will form an Operational Transformation Committee ("OT Committee"). The OT Committee will make recommendations to the full Board on the oversight of management's initiatives to drive operational efficiencies, as well as assist in the implementation of the Company's operational transformation plan, which aims to achieve $300 million or more in run rate cost savings by the end of 2024. Ms. Beale, Mr. Hammond, Ms. Swanback, and Mr. Paul Thomas, an existing Board member, will be the first members of the OT Committee.
“We have been very pleased with the response of Willis Towers Watson shareholders, including Elliott, to the strategic plan discussed at the Investor Day and the leadership transition,” said Victor Ganzi, the Chairman of the Board of Willis Towers Watson. “We look forward to continuing to engage with Elliott and our other shareholders as we continue the process of refreshing the Willis Towers Watson Board and moving forward with our strategic plan to enhance the value of the Company for the benefit of shareholders,” he added.
“We welcome the appointment of Ms. Beale, Ms. Chima, Mr. Hammond and Ms. Swanback to the Board. We believe these four outstanding independent directors have the right combination of skills and experience to support the Company’s efforts to drive superior shareholder returns. The Company’s focus now turns to successful execution and Elliot looks forward to continuing our constructive engagement with Willis Towers Watson and to supporting the Board as well as Carl and the management team in the coming months as they implement the Company’s strategic plan,” said Mark Wills, Portfolio Manager at Elliott.
Carl Hess, as previously announced, will become Chief Executive Officer on January 1, 2022, and John Haley will step down from the Board at the end of his contract term. As a result of the foregoing actions, the Board will consist of 11 directors on January 1 and 12 directors on April 1.
The Board's focus on director succession will continue in 2022, leading up to the 2022 annual shareholder meeting. To reduce the size of the Board to nine directors, two other current Willis Towers Watson directors will serve out the remainder of their terms until the shareholders' meeting but will not stand for reelection. The Board will be composed of nine directors at the time of the 2022 shareholders' meeting, five of whom will be new and not on the current Willis Towers Watson Board, and the Board will have a new Chair.
The Company will continue to provide updates on this transition, including the identities of the directors who will be leaving the Board. "We are very excited about our strategic plan and the value we believe it will provide to Willis Towers Watson shareholders." We are grateful for Elliott's and all of our investors' support. "As I near retirement, I look forward to continuing the transition and best positioning the Company for continued value creation with Carl, the management team, and the refreshed Board," said Mr. Haley.
“We are very pleased to have Ms. Beale, Ms. Chima, Mr. Hammond and Ms. Swanback join the Board,” said Mr. Ganzi. “Collectively, they add to the Board a deep and broad base of knowledge and a wide diversity of experience and skills. We are confident they will add significant value to the Board through their insights into the opportunities and challenges the Company is facing as it moves forward with its strategic plan.”