DEF 14A of Otis Worldwide Corp, Apr 5, 2024

DEF 14A of Otis Worldwide Corp

Filed Apr 5, 2024 · FY20230001140361-24-018332

Open on EDGAR

  1. Our director nominees

    Our director nominees The Board has nominated 11 individuals for election to the Otis Board upon recommendation of the Nominations and Governance Committee. These nominees are deeply experienced executives with the highest integrity and represent a highly diverse collection of backgrounds, experience, skills and perspectives. The nominees have led and advised companies as executive officers, chairs, founders, managing or lead partners and directors in a wide range of sectors, including asset management, automotive, consumer products, manufacturing, telecommunications, transportation and professional services. Each of the nominees is a current Otis director. All the nominees, except for Mr. Bartlett, Ms. Brannon and Ms. Connors, were appointed when Otis was spun off from United Technologies Corporation (“UTC”) into a separate publicly traded company on April 3, 2020 (the “Separation”).

  2. Our director nominees

    | INDEPENDENT | | | | | | Thomas A. Bartlett, 65 Former President and Chief Executive Officer, American Tower Corporation Board Committees: Audit, Compensation Director since October 2023 | | Jeffrey H. Black, 69 Former Senior Partner and Vice Chairman, Deloitte LLP Board committees: Audit (Chair) Director since April 2020 | | | Jill C. Brannon, 60 Executive Vice President, Chief Sales Officer, FedEx Corporation Board Committees: Audit, Nominations and Governance Director since October 2023 | | Nelda J. Connors, 58 Founder and Chief Executive Officer, Pine Grove Holdings, LLC Board committees: Audit, Compensation Director since October 2022 | | | Kathy Hopinkah Hannan, 62 Former Global Lead Partner, National Managing Partner and Vice Chairman, KPMG, LLP Board committees: Audit, Nominations and Governance Director since April 2020 | | Shailesh G. Jejurikar, 57 Chief Operating Officer, The Procter & Gamble Company Board committees: Compensation (Chair) Director since April 2020 | | | Margaret M. V. Preston, 66 Managing Director, Cohen Klingenstein, LLC Board committees: Nominations and Governance (Chair) Director since April 2020 | | Shelley Stewart, Jr., 70 Former Chief Procurement Officer, E. I. du Pont de Nemours and Company Board committees: Compensation, Nominations and Governance Director since April 2020 | | | John H. Walker, 66 Former Chairman and Chief Executive Officer, Global Brass and Copper Holdings, Inc. Board committees: Compensation Director since April 2020 | | |

  3. Our director nominees

    | NON-INDEPENDENT | | | | | | Christopher J. Kearney, 68 Former Executive Chair, Otis Worldwide Corporation Former Chairman, SPX FLOW, Inc. Director since April 2020 | | Judith F. Marks, 60 Chair, Chief Executive Officer and President, Otis Worldwide Corporation Director since April 2020 |

  4. Board diversity

    Board diversity Otis places great emphasis on diversity across multiple dimensions – including gender, race, ethnicity, sexual orientation, background, perspective and experience – in its workplace, and the Board is no exception. The Nominations and Governance Committee actively considers diversity in recruitment and nomination of directors and assesses its effectiveness in this regard when reviewing the composition of the Board. The current composition of our Board reflects those efforts and the importance of diversity to the Board.(1) Further, the Nominations and Governance Committee itself is specifically composed of a diverse group of directors, which gives it a strong foundation for considering diversity in Board leadership and governance matters.

  5. BOARD NOMINEES

    BOARD NOMINEES

  6. BOARD OF DIRECTORS

    BOARD OF DIRECTORS The full Board has oversight responsibility for the following areas of risk and risk management:

  7. BOARD OF DIRECTORS

    | • | Overall risk management program and structure, and risk tolerance levels |

  8. BOARD OF DIRECTORS

    | • | Selection and retention of senior executive management |

  9. BOARD OF DIRECTORS

    | • | Company culture and engagement |

  10. BOARD OF DIRECTORS

    | • | Management succession planning and development |

  11. BOARD OF DIRECTORS

    | • | Business objectives and major strategies |

  12. BOARD OF DIRECTORS

    | • | Risks deemed significant |

  13. BOARD OF DIRECTORS

    Otis’ Board and its committees receive regular reports from the head of Internal Audit, General Counsel and other senior management regarding ERM, litigation and legal matters, compliance programs and risks, and other applicable risk-related policies, procedures and limits. We believe that our leadership structure supports our risk oversight function. The Board delegates certain risk management responsibilities to committees. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. Working with management, the Board supports discussions around escalating risks as business needs dictate. Risk oversight delegated to committees includes:

  14. BOARD OF DIRECTORS

    | AUDIT COMMITTEE • ERM policies and practices • Financial statements and ESG disclosures, reporting and controls • Legal, ethical and regulatory compliance • Financial (including tax) and capital • Cybersecurity and privacy • Review of significant acquisitions and divestitures | COMPENSATION COMMITTEE • Executive incentive plan performance metrics and goals, including ESG factors • Compensation levels for senior leaders • Pay equity • CEO performance goals • Stock ownership requirements • Clawback policies | NOMINATIONS AND GOVERNANCE COMMITTEE • Director qualifications and nomination, including ensuring a diverse Board • Director independence • Assessment of Board effectiveness • Board refreshment • Corporate governance • Environment, health and safety • Corporate social responsibility and charitable giving • Sustainability and climate-related risks • Public policy issues • Shareholder engagement and proposals on various topics |

  15. BOARD OF DIRECTORS

    | BOARD OVERSIGHT OF CYBERSECURITY | | The security of our products, services and corporate network is a key priority both for the growth of our business and our responsibilities as a leader in our industry. Otis has taken a risk-based approach to cybersecurity. We have implemented cybersecurity policies throughout our operations as part of our important digital transformation activities, including designing and incorporating cybersecurity into our products and services while they are being developed. | | Otis has established a three-level governance model for managing cybersecurity risks. Cybersecurity risks are overseen by the Audit Committee of the Board. Our Chief Digital Officer (“CDO”) and Chief Information Security Officer (“CISO”) regularly brief the Audit Committee and other members of the Board on the Otis Cybersecurity Program and cyber-threat landscape, including twice in 2023. Our Cybersecurity Program is directed by both our CDO and CISO, and we have established a Cyber Governance Council and Steering Committee made up of senior management, including our CEO. These committees are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our incident response plan. | | Members of our Board also received briefings on risks associated with generative artificial intelligence, privacy management and our IT infrastructure. In 2022, Audit Committee members participated in a simulated cyber incident tabletop exercise, toured our Security Operations Center and, in 2023, were provided additional updates on the exercise. In addition, several members of our Board hold a CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, and in early 2023, two directors who are members of our Audit Committee attended a continuing education class related to cybersecurity through the National Association of Corporate Directors (“NACD”). | | Our CDO and CISO collectively have over 20 years of prior work experience in various roles involving managing information security, developing cybersecurity strategy and implementing effective information and cybersecurity programs, as well as relevant degrees and certifications. This includes Certified Information Security Manager certification and NACD Cyber training. All Otis colleagues engaged in cybersecurity are required to have a baseline certification (such as Security+, CISSP or CISM), as well as an operational cyber certification (for example, incident response or forensics analysis). |

  16. BOARD OF DIRECTORS

    | ESG PROGRAMS | | For Otis, being a good corporate citizen is fundamental to everything we do. Underscoring that importance, the Board and its committees engage in extensive review and oversight of ESG-related topics. | | Otis has developed an ESG Governance Model that supports its commitment to doing good in line with its business strategy. ESG matters impact every corner of the business, and, accordingly, ESG governance is cross-functional, involving team members from multiple functional and business areas. The ESG Council – composed of the Senior Vice President, Communications; Senior Vice President, Environment, Health and Safety; Executive Vice President, Chief People Officer; Vice President, Investor Relations; Executive Vice President, Legal; and Executive Vice President, Product, Delivery and Customer – works closely with an internal ESG Working Group. Both the ESG Council and ESG Working Group meet frequently, with the ESG Council reporting regularly to the CEO. | | ESG Risks | | A number of ESG risks are expressly considered in the ERM risk identification and assessment process, including climate-related risks; meeting stakeholder ESG expectations; ESG reporting in accordance with the Global Reporting Initiative Standards, as well as in alignment with the Sustainability Accounting Standards Board guidelines for the Resource Transformation sector and the Task Force on Climate-related Financial Disclosures, inclusion, ethical culture, and colleague and public safety. ESG risks and corresponding mitigation actions that do not make the list of Top ERM Risks are managed by the ESG Council and ESG Working Group. |

  17. Our Board nominees

    Our Board nominees The Board, on the recommendation of the Nominations and Governance Committee, has nominated for election the 11 individuals below. All are current directors of Otis.

  18. Biographical information

    Biographical information Each nominee’s biography highlights the key skills and attributes on which the Board particularly relies, in addition to describing each director’s significant work experience and service.

  19. Biographical information

    | INDEPENDENT DIRECTOR TENURE: Since October 2023 BOARD COMMITTEES: Audit, Compensation OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: ExlService Holdings, Inc. | THOMAS A. BARTLETT | 65 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • President and Chief Executive Officer, American Tower Corporation, 2020-2024 • Executive Vice President and Chief Financial Officer, American Tower Corporation, 2009-2020 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Member, Business Roundtable, since 2024 • Advisor, ECS (non-public) since 2021 • Board of Governors, National Association of Real Estate Investment Trust (NAREIT), since 2020 • Board of Governors, World Economic Forum’s Information and Communications Technologies (ICT), since 2020 • Director, Equinix, Inc., 2013-2020 • Board of Advisors, Rutgers Business School, since 2000 • Advisor, Samaritans, since 2013 ACCREDITATION / TRAINING: • Rutgers University, MBA, 1981 | SKILLS AND ATTRIBUTES | | | | | | Public company CEO | | | | | Enterprise Transformation | | | | | Corporate Strategy | | | | | Risk Management | | | | | Audit Committee Financial Expert |

  20. Biographical information

    | INDEPENDENT DIRECTOR TENURE: Since April 2020 BOARD COMMITTEES: Audit (Chair) OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: Carter’s, Inc. | JEFFREY H. BLACK | 69 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Senior Partner and Vice Chairman, Deloitte LLP, 2002-2016; Member of Board of Directors, 2004-2011 • Partner-in-Charge of Metro New York audit practice, Arthur Andersen LLP, 1988-2002 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Director, Basin Holdings LLC (non-public), since 2018 • Director, Vantage Airport Group, LTD (non-public), since 2016 • Director, The University at Albany Bioscience Development Corp. (non-public), since 2015 • Treasurer and Director, The University at Albany Foundation, since 2009 • Board Chair, The Research Foundation for the State University of New York, 2012-2022 ACCREDITATION / TRAINING: • Certified Public Accountant • NACD Master Class in Cybersecurity, 2023 • CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, 2021 | SKILLS AND ATTRIBUTES: | | | | | | Risk management | | | | | Audit Committee Financial Expert |

  21. Biographical information

    | INDEPENDENT DIRECTOR TENURE: Since October 2023 BOARD COMMITTEES: Audit, Nominations and Governance OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: None | JILL C. BRANNON | 60 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Executive Vice President, Chief Sales Officer, FedEx Corporation, since 2019 • Executive Sponsor, Diversity, Equity & Inclusion, FedEx Corporation, since 2019 • Senior Vice President, FedEx Express – Europe, Middle East, India & Africa, 2015-2019 • Senior Vice President, International Sales, FedEx Services, 2006-2015 • FedEx Services – Roadway Package System (FedEx Ground) – Roadway Express, 1985-2006 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Director, Advisory Board, European Transport Solutions SARL, Luxembourg, since 2022 • Director, US-ASEAN Business Council, 2011-2015 • Director, International Children’s Heart Foundation, 2008-2010 | SKILLS AND ATTRIBUTES: | | | | | | Enterprise Transformation | | | | | Corporate Strategy | | | | | Leadership experience outside the U.S. |

  22. Biographical information

    | INDEPENDENT DIRECTOR TENURE: Since October 2022 BOARD COMMITTEES: Audit, Compensation OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: Baker Hughes Company(1) Boston Scientific Corporation(2) Carnival Corporation and Carnival plc Zebra Technologies Corporation | NELDA J. CONNORS | 58 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Founder, Chair and Chief Executive Officer, Pine Grove Holdings, LLC, since 2011 • President and Chief Executive Officer, Atkore International Inc. (formerly the Electrical and Metal Products division of Tyco International), 2008-2011 • Vice President, Eaton Corporation plc, 2002-2008 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Annual Rotating Member, Otis Inclusion Advisory Group, 2024 • Director, Arsenal AIC Holdings, Inc. (non-public), since 2023 • Advisor, Nissan North America Inc., since 2020 • Advisor, Vibracoustic SE (non-public), since 2018 • Director, BorgWarner Inc., 2020-2022 • Advisor, Queen’s Gambit Growth Capital, 2020-2022 • Director, Robert F. Kennedy Human Rights Foundation, 2020-2022 • Board of Trustees, Xavier University of Louisiana, 2020-2022 • Director, EnerSys Corporation, 2017-2021 • Director, CNH Industrial N.V., 2020 • Director, Delphi Technologies PLC, 2017-2020 • Director, Echo Global Logistics, Inc., 2013-2020 • Director, Federal Reserve Bank of Chicago, 2011-2017 ACCREDITATION / TRAINING: • University of Dayton, MS in Mechanical Engineering, 1990 | SKILLS AND ATTRIBUTES: | | | | | | Corporate Strategy | | | | | Leadership experience outside the U.S. | | | | | Risk management | | | | | Audit Committee Financial Expert |

  23. Biographical information

    | (1) Ms. Connors will not stand for reelection to the board of Baker Hughes Company at its 2024 Annual Meeting of Shareholders. |

  24. Biographical information

    | (2) Ms. Connors will not stand for reelection to the board of Boston Scientific Corporation at its 2024 Annual Meeting of Shareholders. |

  25. Biographical information

    | INDEPENDENT DIRECTOR TENURE: Since April 2020 BOARD COMMITTEES: Audit, Nominations and Governance OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: Annaly Capital Management, Inc. Ginkgo Bioworks | KATHY HOPINKAH HANNAN | 62 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Global Lead Partner, Senior Advisor for Board Leadership Center and National Leader Total Impact Strategy, KPMG LLP, 2015-2018 • National Managing Partner of Diversity and Corporate Responsibility, KPMG LLP, 2009-2015 • Midwest Area Managing Partner, Tax Services, KPMG LLP, 2004-2009 • Vice Chairman, Human Resources, KPMG LLP, 2000-2004 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Trustee, Tribal Abatement Fund Trust, since 2022 • Trustee, The Conference Board, since 2022 • Director, Carpenter Technology Corporation, 2022-2023 • Annual Rotating Member, Otis Inclusion Advisory Group, 2022 • Board Chair, Smithsonian National Museum of the American Indian, 2021-2022 • Director, Blue Trail Software (non-public), 2018-2022 • Board Chair and National President, Girl Scouts of the United States of America, 2014-2020 • President George W. Bush’s National Advisory Council on Indian Education, 2004-2008 ACCREDITATION / TRAINING: • Certified Public Accountant • NACD Master Class in Cybersecurity, 2023 • CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, 2021 • NACD Directorship Certification by the National Association of Corporate Directors, 2021 • Harvard Business School Online, Sustainable Business Strategy Course, 2021 • Benedictine University, Ph.D. in Leadership and Ethics Studies, 2016 | SKILLS AND ATTRIBUTES: | | | | | | Corporate Strategy | | | | | Risk management | | | | | Audit Committee Financial Expert |

  26. Biographical information

    | INDEPENDENT DIRECTOR TENURE: Since April 2020 BOARD COMMITTEES: Compensation (Chair) OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: None | SHAILESH G. JEJURIKAR | 57 | BIRTHPLACE INDIA | | | | | EXPERIENCE: • Chief Operating Officer, The Procter & Gamble Company, since 2021 • Chief Executive Officer, Fabric & Home Care, The Procter & Gamble Company, 2019-2021 • Executive Sponsor, Corporate Sustainability, The Procter & Gamble Company, 2016-2021 • President, Global Fabric Care & Home Care Sector, The Procter & Gamble Company, 2018-2019 • President, Global Fabric Care & Brand Building Organization, The Procter & Gamble Company, 2015-2018 • President, Fabric Care, North America, The Procter & Gamble Company, 2014-2015 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Chairperson, Cincinnati Center City Development Corporation, since 2022 • Vice Chairman, ACI-American Cleaning Institute, 2016-2017 ACCREDITATION / TRAINING: • CERT Certificate in Cybersecurity Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University, 2021 | SKILLS AND ATTRIBUTES: | | | | | | Enterprise transformation | | | | | Corporate strategy | | | | | Leadership experience outside the U.S. | | | | | Risk management |

  27. Biographical information

    | NON-INDEPENDENT DIRECTOR AND FORMER EXECUTIVE CHAIR TENURE: Since April 2020 BOARD COMMITTEES: None OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: Nucor Corporation | CHRISTOPHER J. KEARNEY | 68 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Managing Partner, Eagle Marsh Holdings, LLC, since 2016 • Executive Chair, Otis Worldwide Corporation, 2020-2022 • Non-Executive Chairman, SPX FLOW, Inc., 2016-2017 • Chairman, President and Chief Executive Officer, SPX FLOW, Inc., October-December 2015 • Chairman, President and Chief Executive Officer, SPX Corporation, 2007-2015 • President and Chief Executive Officer, SPX Corporation, 2004-2007 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Lead Director, Nucor Corporation, since 2022 • Advisor, Warburg Pincus LLC, since 2015 • Director, United Technologies Corporation, 2018-2020 • Director, SPX Corporation, 2015-2016 • Director, Polypore International, Inc., 2012-2015 ACCREDITATION / TRAINING: • DePaul University, College of Law, JD, 1981 | SKILLS AND ATTRIBUTES: | | | | | | Public company CEO | | | | | Enterprise transformation | | | | | Corporate strategy | | | | | Risk management |

  28. Biographical information

    | NON-INDEPENDENT DIRECTOR AND CHAIR, CHIEF EXECUTIVE OFFICER AND PRESIDENT TENURE: Since April 2020 BOARD COMMITTEES: None OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: Caterpillar, Inc. | JUDITH F. MARKS | 60 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Chair (since 2022), Chief Executive Officer and President (since 2020), Otis Worldwide Corporation • President (since 2017) and Chief Executive Officer (since 2019), Otis Elevator Company • Chief Executive Officer, Siemens USA and Dresser Rand, a Siemens business, 2016-2017 • Executive Vice President, New Equipment Solutions, Dresser Rand, 2015-2016 • President and Chief Executive Officer, Siemens Government Technologies, 2011-2015 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Member, Business Roundtable, since 2021 ○ Member of the Board of Directors, since 2023 ○ Chair of the Trade & International Committee, since 2023 ○ Co-Chair of the China Working Group, since 2023 ○ Member of the Tax Committee, 2022 • Member, U.S.-India CEO Forum, since 2022 • Board Member, AdvanceCT, since 2021 • Director, Hubbell Incorporated, 2016-2020 | SKILLS AND ATTRIBUTES: | | | | | | Public company CEO | | | | | Enterprise transformation | | | | | Corporate strategy | | | | | Risk management |

  29. Biographical information

    | INDEPENDENT DIRECTOR TENURE: Since April 2020 BOARD COMMITTEES: Nominations and Governance (Chair) OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: McCormick & Company | MARGARET M. V. PRESTON | 66 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Managing Director, Cohen Klingenstein, LLC, since 2021 • Managing Director, North Region Leader, U.S. Wealth Management, TD Bank, N.A., 2014-2019 • Managing Director and Regional Executive for U.S. Trust, Bank of America Private Wealth Management, 2006-2014 • Executive Vice President, Wealth Management and Investments, PNC Bank (formerly Mercantile-Safe Deposit & Trust Co.), 2002-2006 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Board Member, United Way of New York City Women’s Leadership Council, 2006-2020 • Board Member, Lincoln Center, Women’s Leadership Council, 2014-2019 ACCREDITATION / TRAINING: • NACD Directorship Certification by the National Association of Corporate Directors, 2023 • University of Pennsylvania, The Wharton School, Executive Leadership Program, 2013 • Harvard University, Graduate School of Business Administration, MBA, 1983 | SKILLS AND ATTRIBUTES: | | | | | | Corporate strategy | | | | | Leadership experience outside the U.S. | | | | | Risk management | | | | | Audit Committee Financial Expert |

  30. Biographical information

    | INDEPENDENT DIRECTOR TENURE: Since April 2020 BOARD COMMITTEES: Compensation, Nominations and Governance OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: Kontoor Brands, Inc. Clean Harbors, Inc. | SHELLEY STEWART, JR. | 70 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Managing Partner, Bottom Line Advisory LLC, since 2018 • Vice President, Sourcing and Logistics, and Chief Procurement Officer, E. I. du Pont de Nemours and Company, 2012-2018 • Senior Vice President, Operational Excellence, Chief Procurement Officer, Tyco International plc, 2005-2012 • Vice President, Supply Chain Management, Tyco International plc, 2003-2005 • Senior Vice President, Supply Chain, Invensys Ltd, 2001-2003 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Annual Rotating Member, Otis Inclusion Advisory Group, 2023 • Advisory Board, Ariel Alternatives, LLC, since 2021 • Chairman, Billion Dollar Roundtable Inc., since 2019 • Board of Trustees, Howard University, since 2018 • Board of Governors, University of New Haven, since 2018 • Chair, Board of Visitors, Howard University School of Business, since 2015 • Director, Cleco Corporation, 2010-2016 | SKILLS AND ATTRIBUTES: | | | | | | Enterprise transformation | | | | | Risk management |

  31. Biographical information

    | LEAD DIRECTOR INDEPENDENT DIRECTOR TENURE: Since April 2020 BOARD COMMITTEES: Compensation OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS: O-I Glass, Inc. | JOHN H. WALKER | 66 | BIRTHPLACE UNITED STATES | | | | | EXPERIENCE: • Non-Executive Chair, O-I Glass, since 2021 • Non-Executive Chairman, Nucor Corporation, 2020-2022 • Non-Executive Chairman, Global Brass and Copper Holdings, Inc., 2014-2019 • Executive Chairman, Global Brass and Copper Holdings, Inc., 2013-2014 • Chief Executive Officer, Global Brass and Copper Holdings, Inc., 2007-2014 • President and Chief Executive Officer, The Boler Company, 2003-2006 • Chief Executive Officer, Weirton Steel Corporation, 2001-2003 OTHER LEADERSHIP EXPERIENCE AND SERVICE: • Director, Nucor Corporation, 2008-2023 • Director, United Continental Holdings, Inc., 2002-2016 • Director, Delphi Corporation, 2005-2009 | SKILLS AND ATTRIBUTES: | | | | | | Public company CEO | | | | | Enterprise transformation | | | | | Corporate strategy | | | | | Risk management |

  32. Compensation of directors

    Compensation of directors

  33. Annual retainer for non-employee directors

    Annual retainer for non-employee directors Under the Board of Directors Deferred Stock Unit Plan (the “Board DSU Plan”), non-employee Board members are compensated for their service as directors in the form of an annual retainer. The Lead Director, the chairs of each committee and the members of the Audit Committee receive an additional annual retainer to recognize the additional time and responsibility associated with their roles.

  34. Annual retainer for non-employee directors

    | | DIRECTOR RETAINERS HAVE SIGNIFICANT EQUITY COMPONENT 40% of the annual retainer is payable in cash, and the remaining 60% is payable in deferred stock units (“DSUs”), although a director may elect instead to receive 100% of the retainer in DSUs. The significant equity component aligns directors’ interests with those of our shareholders. DSUs are vested when granted. |

  35. Annual retainer for non-employee directors

    | Role | Cash (40%) ($) | Deferred Stock Units (60%) ($) | Total ($) | | All Directors (Base Retainer) | 124,000 | 186,000 | 310,000 | | Incremental amounts above Base Retainer:(1) | | | | | Lead Director | 14,000 | 21,000 | 35,000 | | Audit Committee Chair | 10,000 | 15,000 | 25,000 | | Audit Committee Member | 6,000 | 9,000 | 15,000 | | Compensation Committee Chair | 8,000 | 12,000 | 20,000 | | Nominations and Governance Committee Chair | 8,000 | 12,000 | 20,000 |

  36. Annual retainer for non-employee directors

    | (1) Directors in multiple leadership roles receive incremental compensation for each role. |

  37. Annual retainer for non-employee directors

    Annual retainers are paid each year following the Annual Meeting of Shareholders. New directors joining the Board between an Annual Meeting of Shareholders and the end of September will receive 100% of the annual retainer. New directors joining the Board between October and the next Annual Meeting will receive 50% of the annual retainer for the year they joined the Board. Mr. Bartlett and Ms. Brannon received 50% of the annual retainer for 2023 because they joined the Board on October 27, 2023.

  38. 2023 non-employee director compensation

    2023 non-employee director compensation The following table provides information on the compensation paid to our non-employee Board members in 2023. Ms. Marks, who is also an employee, receives no additional compensation for her service as a director. Mr. McGraw retired from the Board on December 7, 2023, and Mr. Bartlett and Ms. Brannon joined the Board on October 27, 2023.

  39. 2023 non-employee director compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Thomas A. Bartlett | 65,000 | 97,500 | 25,000 | 187,500 | | Jeffrey H. Black | 134,000 | 201,000 | – | 335,000 | | Jill C. Brannon | – | 162,500 | – | 162,500 | | Nelda J. Connors | 130,000 | 195,000 | 25,000 | 350,000 | | Kathy Hopinkah Hannan | 130,000 | 195,000 | – | 325,000 | | Shailesh G. Jejurikar | – | 345,000 | 25,000 | 370,000 | | Christopher J. Kearney | – | 310,000 | 25,000 | 335,000 | | Harold W. McGraw III | 124,000 | 186,000 | – | 310,000 | | Margaret M. V. Preston | 132,000 | 198,000 | 25,500 | 355,500 | | Shelley Stewart, Jr. | 130,000 | 195,000 | 25,000 | 350,000 | | John H. Walker | – | 345,000 | 22,500 | 367,500 |

  40. 2023 non-employee director compensation

    | (1) Ms. Brannon and Messrs. Jejurikar, Kearney and Walker elected to receive additional DSUs in lieu of the cash portion of the annual retainer. |

  41. 2023 non-employee director compensation

    | (2) Stock Awards consist of the grant date fair value of DSU awards credited to the director’s account, including any portion of the annual cash retainer that the director elected to receive as DSUs. The value of DSU awards has been calculated in accordance with the Compensation – Stock Compensation Topic of the FASB ASC 718, using assumptions described in Note 12: Employee Benefit Plans to the Consolidated Financial Statements to our 2023 Form 10-K. The number of DSUs credited to each director (other than Mr. Bartlett and Ms. Brannon) for their annual retainer(s) was calculated by dividing the value of the award by $84.50, the closing price of our common stock on May 18, 2023, which was the date of our 2023 Annual Meeting and the date of grant. For Mr. Bartlett and Ms. Brannon, the number of DSUs credited for the annual retainer was calculated by dividing the value of the applicable award by $76.14, the closing price of our common stock on October 27, 2023, the date they joined the Board and the date of grant. DSU awards vest on the grant date but are not distributed until the director leaves the Board. The aggregate number of awards outstanding for each director other than for Mr. McGraw can be found in the table on page 88. The number of DSUs and RSUs held by Mr. McGraw as of December 31, 2023, were 35,741 and 1,447, respectively. |

  42. 2023 non-employee director compensation

    | (3) Amounts in this column represent matching contributions to eligible nonprofit organizations under our matching gift program that covers non-employee directors as well as Otis colleagues. Under this program, we make matching contributions of up to $25,000 per year. Due to an administrative error on the part of the company, we exceeded the $25,000 annual limit for Ms. Preston by $500. Ms. Preston’s matching contributions will be limited to $24,500 for 2024. |

  43. Compensation best practices

    | What we do | What we don’t do | | • Pay for performance • Use performance goals aligned with business objectives • Annually assess our executive compensation programs to ensure that they do not encourage imprudent risk taking • Maintain strong clawback provisions • Use an independent compensation consultant • Maintain robust stock ownership requirements • Require our Executive Leadership Group (“ELG”) members, where permitted by law, to sign non-competition and non-solicitation agreements | • Allow hedging or pledging of our stock • Reprice, backdate or spring-load equity awards • Vest equity on a single-trigger basis on a change in control • Provide excessive severance • Provide change in control excise tax gross-ups • Provide significant perquisites • Include evergreen provisions in our Long-Term Incentive (“LTI”) program |

  44. Executive compensation philosophy

    | ATTRACT, RETAIN AND MOTIVATE TOP TALENT We benchmark our programs and target pay (base salary, Short-Term Incentive (“STI”) and LTI awards) to be competitive in the markets in which we compete for talent. Our programs also include competitive benefits to promote physical, mental and financial well-being. | DRIVE PERFORMANCE Our compensation programs are designed to ensure that a significant portion of pay delivered is variable and based on a mix of company and individual performance. We offer meaningful upside opportunity in both our STI and LTI programs for achieving superior performance. We use performance goals aligned with business objectives to drive both near- and long-term success. We retain discretion to increase or decrease compensation based on individual performance. | REINFORCE CORE VALUES We regularly review compensation to ensure it is appropriate and equitable. We consider results and how those results were achieved in setting and approving compensation. We emphasize the importance of adhering to The Otis Absolutes of Safety, Ethics and Quality and maintain clawback provisions and discretion to reduce compensation where appropriate. | ENSURE SHAREHOLDER ALIGNMENT Our STI and LTI programs use financial performance measures that correlate well with shareholder value. The value of our LTI is tied to our performance on both an absolute and relative basis. We maintain strong stock ownership requirements with hedging and pledging prohibitions. |

  45. Roles and responsibilities

    | COMPENSATION COMMITTEE | CEO | | Oversees our programs | Provides selective input to the Compensation Committee | | • Reviews our executive compensation practices and policies to ensure that they align executive and shareholder interests • Reviews and approves our clawback provisions • Annually reviews a risk assessment of our compensation policies, plans and practices • Assists the Board in its oversight of our human capital management • Establishes and determines the satisfaction of performance goals for our STI and LTI programs • Reviews and approves our compensation peer group • Recommends the CEO’s compensation to the Board • Reviews and approves the CEO’s recommendations for pay changes for ELG members and executive officers and makes adjustments, as appropriate • Annually reviews compliance with stock ownership requirements • Reviews and approves executive compensation program design changes • Considers shareholder input regarding executive compensation decisions and policies | • Considers the performance of ELG members and executive officers, market benchmarks, internal equity, and retention risk when determining compensation recommendations • Presents the Committee with recommendations for each principal element of compensation for ELG members (including the other NEOs) and executive officers • Has no role in the determination of her own compensation | | MANAGEMENT AND THE INDEPENDENT CONSULTANT Provide insight and assistance The Executive Vice President, Chief People Officer, along with the Senior Vice President, Total Rewards, and the independent compensation consultant, provide insight on program design and compensation market data to assist the Compensation Committee with its decisions. Management also has been delegated oversight responsibility for our STI and LTI program administration, other than for ELG members and executive officers. | SHAREHOLDERS Provide feedback on our programs In assessing our program each year, the Compensation Committee considers feedback from our shareholders. This feedback, along with other factors, helps the Committee in its decisions and its ongoing assessment of the effectiveness of our programs. |

  46. Independent compensation consultant

    Independent compensation consultant Pearl Meyer is the Compensation Committee’s independent consultant. It advises the Committee on a variety of subjects, including compensation plan design and trends, benchmarking data and related matters. Pearl Meyer reported directly to the Committee, participated in meetings as requested and communicated with the Committee Chair between meetings as necessary. The Committee has the sole authority to modify or approve Pearl Meyer’s compensation, determine the nature and scope of its services, evaluate its performance, terminate its engagement, and hire a replacement or an additional consultant at any time. The Committee conducts annual evaluations of its independent consultant’s performance. The Committee reviewed Pearl Meyer’s qualifications, independence and any potential conflicts of interest. The Committee determined that Pearl Meyer qualified as an independent consultant. In making this determination, the Committee considered, among other things: (i) that Pearl Meyer does not provide other services to, or receive other fees, from Otis; (ii) the amount of fees Otis paid as a percentage of Pearl Meyer’s total revenue; (iii) the policies and procedures adopted by Pearl Meyer to prevent conflicts of interest; (iv) any business or personal relationship of the Pearl Meyer consultant with any member of the Committee; (v) any Otis stock owned by the Pearl Meyer consultant; and (vi) any business or personal relationship of the Pearl Meyer consultant or Pearl Meyer with any Otis executive officer.

  47. Our compensation peer group

    Our compensation peer group

  48. HOW WE USE PEER GROUP DATA

    HOW WE USE PEER GROUP DATA We compare our executive compensation programs with 15 to 20 U.S. publicly traded companies that make up our compensation peer group (the “Peer Group”). Data from a broader range of companies also is used for insight into general compensation trends and to supplement Peer Group data when necessary and appropriate. The Committee evaluates each compensation element relative to the market median for each ELG member’s and NEO’s role and makes adjustments based on its assessment of other factors that it determines to be relevant, including Otis’ and individual performance, job scope, retention risk, internal pay equity and tenure.

  49. HOW OUR PEER GROUP WAS CONSTRUCTED

    HOW OUR PEER GROUP WAS CONSTRUCTED In determining the Peer Group, each year the Committee selects public companies that are similar to Otis in terms of industry and business profile, company size (revenue and market capitalization ideally within 0.5X to 2X those of Otis), global operational complexity and pay practices. In addition, the Committee also considers companies that investors use to evaluate our business and performance. The Peer Group for 2023 remained unchanged from 2022 and consisted of the following 17 companies:

  50. HOW OUR PEER GROUP WAS CONSTRUCTED

    | Carrier Global Corporation | Illinois Tool Works Inc. | Stanley Black & Decker, Inc. | | Cummins Inc. | Johnson Controls International plc | TE Connectivity Ltd. | | Dover Corporation | Lear Corporation | Trane Technologies plc | | Eaton Corporation plc | Motorola Solutions, Inc. | Wabtec Corporation | | Fluor Corporation | Parker Hannifin Corporation | Western Digital Corporation | | Fortive Corporation | Rockwell Automation, Inc. | |

  51. OTIS VERSUS PEER GROUP

    OTIS VERSUS PEER GROUP The 2023 Peer Group was selected in September 2022, the revenue percentile was determined based on 2021 fiscal year end, and the market capitalization percentile was determined as of August 31, 2022.

  52. New Presidents

    New Presidents On October 1, 2023, we hired Tracy Embree as our new President of the Americas and Enrique Miñarro Viseras as our new President of EMEA. Ms. Embree and Mr. Miñarro Viseras were each executive officers at large S&P 500 industrial companies prior to joining Otis. To incentivize them to join Otis, the Committee approved compensation packages for both that were competitive and that recognized their experience and expertise. Their annual base salaries were each set at $700,000, with 90% STI targets. They each also received 2023 LTI awards with a target value of $2.5 million. The STI awards will be prorated for the first year to reflect their hire dates. The LTI awards, which consist of 50% PSUs, 25% RSUs and 25% SARs, are subject to our usual vesting conditions for our annual LTI awards. In addition, since both Ms. Embree and Mr. Miñarro Viseras would forfeit awards from their employers upon joining Otis, the Committee approved sign-on RSU awards and cash sign-on bonuses for each of them. Ms. Embree received a $3.5 million sign-on RSU award and a $470,000 cash sign-on bonus. Mr. Miñarro Viseras received a $2.565 million sign-on RSU award and a $350,000 cash sign-on bonus. 50% of the sign-on RSU awards granted to Ms. Embree and to Mr. Miñarro Viseras will vest on each of the first two anniversaries of the date of grant subject to continued employment. The cash sign-on bonuses are subject to repayment in the event of voluntary termination of employment before October 1, 2025. Since Mr. Miñarro Viseras is employed in Spain, cash payments that he will receive will be converted from U.S. dollars to Euros. The Committee appointed Ms. Embree and Mr. Miñarro Viseras as ELG members. Accordingly, each is covered by our ELG Severance Plan and our Change in Control Severance Plan, as described on pages 61-62, and each agreed to be bound by post-employment restrictive covenants. As a U.S.-based executive, Ms. Embree will be eligible to participate in the plans described on pages 63-65 and receive the ELG perquisites and other benefits described on page 65. Ms. Embree will be provided with our standard executive relocation package upon a move to a mutually agreed upon location. As is customary in Spain, we entered into an employment contract with Mr. Miñarro Viseras that covers the items summarized above. The contract also entitles Mr. Miñarro Viseras to the use of a company car, annual financial counseling and an annual executive physical. Mr. Miñarro Viseras also will be eligible to participate in a company defined benefit program and a defined contribution program for which we make company contributions as described on pages 64-65.

  53. STI compensation

    STI compensation We are committed to providing a market-competitive compensation program designed to motivate and reward key talent. In furtherance of this objective, we provide an STI program that rewards our executives, including our NEOs, based on annual financial results and individual performance. The program balances regional (i.e., the Americas, Asia Pacific, China and EMEA regions) and global companywide goals and aligns our NEOs on key performance goals critical to our near-term and long-term success. Under the STI program design, Ms. Marks and Messrs. Maheshwari and Zheng were rewarded based on the achievement of our overall performance goals, while our region NEOs, Ms. Embree and Mr. Miñarro Viseras, were rewarded based on a combination of region performance goals and our overall performance goals, prorated for their time in the roles. For the region NEOs, the Committee wished to focus efforts primarily on the regional results they most directly impacted, while also appropriately maintaining an incentive to take actions that benefit Otis overall. Accordingly, Ms. Embree and Mr. Miñarro Viseras were rewarded based on the achievement of a combination of region performance goals (80% weighting) and our overall performance goals (20% weighting), which is the standard weighting split for region executives under our STI program. The graphic below illustrates the 2023 STI design for our NEOs: The 2023 STI design is unchanged from 2022, with the exception of the Committee adding the possibility for a negative 2.5% ESG performance multiplier.

  54. Financial performance goals

    Financial performance goals The table below describes why we chose our financial performance goals, how the relative weightings were chosen, and how the targets were determined. It also provides information on the minimum and maximum payout levels. Please refer to Appendix B on page 102 for information on how these goals are defined and calculated.

  55. Financial performance goals

    | | Adjusted Net Income/Operating Profit | Free Cash Flow (FCF) | Organic Sales Growth | New Equipment Orders Growth | | Why the performance goal was chosen by the Committee | Net income reflects the operational and financial performance of management’s impact on the business, without considering share repurchases, to motivate the focus on operational performance. Adjusted net income was chosen for corporate-level NEOs because it includes items such as tax and interest, which are measured and influenced at the corporate level. Operating Profit was chosen for our region NEOs because they can most directly influence this measure. | FCF performance measures our ability to generate cash to fund our operations, strategic initiatives, pay down debt, reward our shareholders and invest in acquisitions. | Organic sales is a key measure of top-line growth, which helps drive net income and FCF. | New Equipment orders are essential in laying the foundation for future or multiyear growth. This goal helps ensure management balances short- and long-term performance objectives. | | How the relative performance goal weightings were determined | The Committee continued to maintain a significant focus on earnings (40%) and FCF (30%), which are key metrics for our business. To encourage top-line growth, it set each of organic sales and New Equipment orders at 15%. | | | | | How the targets were determined | The targets for 2023 were set at levels that build upon the 2022 STI program results achieved. The 2023 net income target was approximately 3.7% greater than the 2022 STI program net income result. The 2023 FCF target was 2.5% greater than the 2022 STI program FCF result. The 2023 organic sales growth target was set at 5.2% despite 2.5% growth in 2022. The 2023 New Equipment orders growth target was 1.8% on top of the strong 7.1% growth achieved in 2022. | | | | | How the threshold and maximum thresholds were determined | The thresholds reflect the minimum levels at which the Committee believes payouts should be made. The maximums were set at levels that the Committee determined to require exceptional performance in order to justify a 200% payout. | | | |

  56. Financial performance goals

    The 2023 STI target percentages were unchanged from those in effect at the end of 2022 for Ms. Marks and Messrs. Maheshwari and Zheng. For Ms. Embree and Mr. Miñarro Viseras, the targets were set at 90% of their respective salaries upon hire. The 2023 STI target percentages are provided below:

  57. Financial performance goals

    | | Target % of Base Salary | | J. Marks | 160 | | A. Maheshwari | 100 | | P. Zheng | 80 | | T. Embree | 90 | | E. Miñarro Viseras | 90 |

  58. Financial performance goals

    Our STI program provides the Committee with the ability to make adjustments to the STI financial performance payout factors to account for material, unforeseen circumstances beyond management’s control that affected financial performance results relative to the preestablished goals, including certain non-recurring charges and credits unrelated to operating performance. When the Committee established the 2023 STI program design it decided that net income for purposes of determining STI payouts should be calculated at constant currency since currency rates are volatile and beyond management’s control. In 2022, the Committee adjusted net income results to offset the impact of worse-than-planned foreign currency rates, and in 2021, it adjusted the net income results to offset the impact of better-than-planned currency rates. The following table shows the performance goals, the payouts at maximum, target and threshold performance levels, and the adjusted STI results and associated payout factors before the application of the ESG performance multipliers and any individual performance adjustment.

  59. Financial performance goals

    | | Adjusted Net Income ($M) | | Free Cash Flow (FCF) ($M) | | Organic Sales Growth % | | New Equipment Orders Growth % | | Total Payout % | | Performance Goals(1) | Goal $ | Payout % | Goal $ | Payout % | Goal % | Payout % | Goal % | Payout % | | | Maximum | 1,616 | 80 | 1,800 | 60 | 10.4 | 30.0 | 12.0 | 30.0 | 200 | | Target | 1,469 | 40 | 1,500 | 30 | 5.2 | 15.0 | 1.8 | 15.0 | 100 | | Threshold | 1,322 | 20 | 1,200 | 15 | (0.1) | 7.5 | (8.4) | 7.5 | 50 | | 2023 Actual Results | 1,480 | 43 | 1,509 | 31 | 5.5 | 16.0 | (3.9) | 11.0 | 101 |

  60. Financial performance goals

    The final 2023 STI financial payout factors for Ms. Embree and Mr. Miñarro Viseras were 86% and 94%, respectively, before any individual performance payout factor adjustment.

  61. Financial performance goals

    | (1) Refer to Appendix B on page 102 for the definitions of the Performance Goals and Appendix A on pages 98-101 for a reconciliation of our non-GAAP financial measures and GAAP financial measures. For purposes of the 2023 STI, Adjusted Net Income was calculated at constant currency, FCF was increased by the UpLift related payments noted in Appendix A, and Organic Sale Growth % was calculated using the planned foreign exchange rate. |

  62. DETERMINATION OF 2023 INCENTIVE PAYMENTS

    | SALARY | | TARGET STI % | | FINANCIAL PERFORMANCE PAYOUT FACTOR % | | OVERALL ESG PERFORMANCE MULTIPLIER | | INDIVIDUAL PERFORMANCE PAYOUT FACTOR % | | STI PAYMENT |

  63. DETERMINATION OF 2023 INCENTIVE PAYMENTS

    | | Salary ($) | Target STI % | Financial Performance Payout Factor % | Overall ESG Performance Multiplier | Individual Performance Payout Factor % | STI Payment ($) | | J. Marks | 1,375,000 | 160 | 101 | 1.0 | 110 | 2,450,000 | | A. Maheshwari | 756,000 | 100 | 101 | 1.0 | 110 | 840,000 | | P. Zheng | 677,000 | 80 | 101 | 1.0 | 105 | 574,000 | | T. Embree | 700,000 | 90 | 86 | 1.0 | 100 | 137,000 | | E. Miñarro Viseras | 691,934 | 90 | 94 | 1.0 | 100 | 147,723 |

  64. DETERMINATION OF 2023 INCENTIVE PAYMENTS

    The base salaries in effect at year-end were used to calculate the STI payments. STI payment amounts and payout factors were rounded. The target STI for Ms. Embree and Mr. Miñarro Viseras was prorated to 22.7% (i.e., 90% target prorated for the number of days employed at Otis in 2023) to reflect their hire dates of October 1, 2023. For consistency with the values reported in the “Summary Compensation Table,” Mr. Miñarro Viseras’ salary was converted from Euros to U.S. dollars, using the December 31, 2023, EUR-to-USD conversion rate of 1.10364, regardless of the prevailing exchange rate in effect at the actual time of payment. Ms. Marks and Messrs. Maheshwari and Zheng received individual performance payout factor increases of approximately 10%, 10% and 5%, respectively. These increases were made in recognition of their exceptional performance and individual efforts and contributions to the transformation of our operating model through UpLift.

  65. LTI compensation

    LTI compensation

  66. LTI GRANTS

    LTI GRANTS Our NEOs are granted annual LTI awards. In 2023, as in 2022, we granted a combination of PSUs, RSUs and SARs. For our NEOs and other senior executives, 50% of the annual target LTI opportunity was awarded in PSUs, 25% in RSUs and 25% in SARs. The largest portion was awarded as PSUs to drive the achievement of the underlying performance goals that we believe are important to our success. The other 50% of the LTI opportunity has been equally split between RSUs and SARs to drive retention and alignment with shareholders, respectively. To determine the number of shares subject to PSUs and RSUs, we divided the applicable target grant value for these awards by our average stock price over the calendar month preceding the month of the grant date. We do this to reduce the impact of short-term price fluctuations on the number of shares awarded. To determine the number of shares subject to SARs, we divided the target SAR value by the fair value of a SAR as determined under a binominal lattice model by a third-party valuation consultant. The target value of the 2023 annual LTI awards granted to each of our NEOs is shown below:

  67. LTI GRANTS

    | | 2023 Target Value of LTI Awards ($) | 2022 Target Value of LTI Awards ($) | | J. Marks | 11,000,000 | 10,000,000 | | A. Maheshwari | 2,600,000 | 1,950,000 | | P. Zheng | 1,800,000 | 1,350,000 | | T. Embree | 2,500,000 | N/A | | E. Miñarro Viseras | 2,500,000 | N/A |

  68. LTI GRANTS

    The increase for Ms. Marks was made to ensure that her LTI compensation remained competitive with other chief executive officers in our Peer Group and in recognition of her strong performance in 2022. The increase for Mr. Maheshwari was made to ensure that his LTI compensation remained competitive with other chief financial officers in our Peer Group. The increase for Mr. Zheng was made to ensure that his LTI compensation remained competitive for the role of Executive Vice President & Chief Product, Delivery and Customer Officer that he assumed effective March 1, 2023. As noted on page 50, Ms. Embree and Mr. Miñarro Viseras also received one-time sign-on RSU awards upon hire.

  69. PSUs

    PSUs PSUs incentivize and reward achievement of performance that is directly related to Otis’ long-range plan. Performance is measured over a three-year performance period (i.e., from January 1 of the first year of the performance period to December 31 of the last year of the performance period). PSUs vest following the end of the performance period, based on our performance and if the recipient is still employed by us at that time, with exceptions for death, disability, retirement, qualifying terminations within two years following a change-in-control and certain qualifying involuntary terminations. Prior to vesting, PSUs accumulate dividend equivalents, which are reinvested as additional PSUs and subject to the same vesting schedule. If PSUs vest, shares will be paid shortly after the conclusion of the performance period based on the Committee’s determination of the achievement level of the underlying performance goals. For the 2023-2025 performance cycle, as well as our prior performance cycles, the performance goals are three-year cumulative adjusted EPS (“Cumulative EPS”) and three-year average organic sales growth (“Average Organic Sales Growth”), with 60% of the PSUs eligible to vest based upon Cumulative EPS results and 40% eligible to vest based upon Average Organic Sales Growth results. In addition, our PSUs include a relative TSR multiplier to further link PSUs to shareholder value creation. The number of PSUs earned based upon the achievement of Cumulative EPS and Average Organic Sales Growth will be adjusted upward or downward by a multiplier factor of 1.2 to 0.8, depending on our relative TSR as measured against the companies in the S&P 500 Industrials Index over the performance period. The maximum payout of PSUs is capped at 200% of the sum of the “target” number of PSUs awarded plus reinvested dividend equivalents. For more information on what is included in the definitions of Cumulative EPS and Average Organic Sales Growth, please refer to Appendix A on pages 98-101.

  70. CUMULATIVE EPS (60% WEIGHTING)

    CUMULATIVE EPS (60% WEIGHTING) The graph below shows the Cumulative EPS payout factor for the 2023-2025 performance cycle at threshold performance ($9.49), target performance ($11.16) and maximum performance ($12.83). The threshold, target and maximum performance levels set for the 2023-2025 performance cycle are all approximately 2.7% greater than the corresponding levels set for 2022-2024 performance cycle.

  71. AVERAGE ORGANIC SALES GROWTH (40% WEIGHTING)

    AVERAGE ORGANIC SALES GROWTH (40% WEIGHTING) The graph below shows the Average Organic Sales Growth payout factor for the 2023-2025 performance cycle at threshold performance (+1.0%), target performance (+3.0%) and maximum performance (+5.0%). The threshold, target and maximum performance levels set for the 2022-2024 performance cycle were 2.5%, 5.0% and 7.5%, respectively.

  72. TSR MULTIPLIER

    TSR MULTIPLIER TSR is calculated based on the stock price change from the average 20-trading day closing price prior to the beginning of the 2023-2025 performance period to the average 20-trading day closing price prior to the end of the performance period, including the reinvestment of dividends paid. As shown below, there will be a 20% reduction (multiplier of 0.8) in the number of shares otherwise payable if we rank in the bottom quartile of relative TSR performance; a 20% increase (multiplier of 1.2) if we rank in the top quartile of relative TSR performance; and an adjustment percentage determined on a linear basis if we rank in between these levels. The following table describes why we chose the PSU performance goals, how the relative weightings were chosen, how the targets were determined, how the maximums and thresholds were determined, and why a TSR multiplier was used.

  73. TSR MULTIPLIER

    | | Cumulative EPS | Average Organic Sales Growth | | Why the performance goal was chosen by the Committee | This goal was chosen because it aligns with how we communicate our performance to investors and because it is a strong indicator of a company’s financial success. | This goal was chosen to incentivize top-line growth. | | How the relative performance goal weightings were determined | The Committee chose to maintain a larger focus (60%) on Cumulative EPS since it is a key indicator of business strength. However, it also wanted to provide considerable emphasis (40%) on Average Organic Sales Growth to encourage top-line growth. | | | How the targets were determined | The EPS target was set to align with our 2023 annual plan. It assumed approximately 10% compounded year-over-year growth for 2024 and 2025. Cumulative EPS of $11.16 requires an 8.2% compound annual growth rate and was set when we expected a 2.1% foreign currency headwind. The 3.0% average annual organic sales growth target was set based on historic average organic annual sales growth and three-year growth rates. | | | How the maximums and thresholds were determined | The maximums were set at levels that the Committee determined to require exceptional performance to justify a 200% payout. The thresholds reflect the minimum level at which the Committee believes payouts should be made. | | | Why a +/- 20% TSR multiplier is used | A +/- 20% multiplier (1.2 to 0.8) provides a further link to shareholder value creation. 20% was determined to strike the appropriate balance between the achievement of the goals tied to Otis’ long-range plan and our relative TSR performance against other companies in the S&P 500 Industrials Index. | |

  74. DETERMINATION OF 2021-2023 PSU VESTING

    DETERMINATION OF 2021-2023 PSU VESTING We granted PSUs on February 5, 2021. The vesting of these PSUs, as well as the other PSUs we have subsequently granted, depend on achieving three-year performance cycle goals, subject to continued employment. For the 2021-2023 performance cycle, as well as the other performance cycles, our three-year Cumulative EPS and Average Organic Sales Growth results are measured against the preestablished goals the Committee set when these awards were granted. In addition, our relative TSR performance can increase or decrease the number of PSUs eligible to vest by up to +/- 20%, subject to an overall maximum payout of 200% of the sum of the “target” number of PSUs granted plus any accumulated dividend equivalents. For more information on the design of our PSUs and on the definitions of Cumulative EPS and Average Organic Sales Growth, please see the discussion on page 56 and Appendix A on pages 98-101. The formula to determine the number of PSUs that vested is as follows:

  75. DETERMINATION OF 2021-2023 PSU VESTING

    | TARGET PSU GRANT + REINVESTED DIVIDENDS | | WEIGHTED AVERAGE OF THE PERFORMANCE GOALS | | RELATIVE TSR MULTIPLIER | | NUMBER OF VESTED PSUS |

  76. DETERMINATION OF 2021-2023 PSU VESTING

    The performance results used to determine the final 2021-2023 PSU payout factor are set forth below.

  77. DETERMINATION OF 2021-2023 PSU VESTING

    | Performance Goals | Threshold | Target | Maximum | Actual | Weight | Payout Factor | | Cumulative EPS | $7.01 | $8.25 | $9.49 | $9.72 | 60% | 2.00 | | Average Organic Sales Growth | 1.0% | 3.5% | 6.0% | 5.7% | 40% | 1.88 | | Weighted Average of Performance Goals | | | | | | 1.95 | | Relative TSR Multiplier | | | | | | +7.54% | | Final Payout Factor | | | | | | 2.00 |

  78. DETERMINATION OF 2021-2023 PSU VESTING

    In March 2022, Otis ended investments and stopped taking new orders in Russia. Following the divestiture of our Russian operations, in July 2022, the Compensation Committee adjusted the Cumulative EPS threshold, target and maximums from those that were previously approved. The Cumulative EPS target was reduced by 20 cents which corresponds to the EPS that was expected to be generated by our business in Russia in 2022 and 2023 under our 2020 long-range operating plan. The Committee also reduced the threshold by 17 cents since it was set at 85% of the target and reduced the maximum by 23 cents since it was set at 115% of the target. Any earnings from our Russian operations in 2022 were excluded for purposes of determining PSU vesting. The Committee did not adjust the Average Organic Sales Growth threshold, target or maximum performance goals due to the sale of our Russian operations, which we did not expect to generate material organic sales growth. The 200% payout of the 2021-2023 PSUs reflects our strong absolute performance over the performance period as well as our solid TSR performance relative to the S&P 500 Industrials Index. For 2020, we reported adjusted EPS of $2.52 and negative organic sales growth (with only 1.3% organic sales growth year over year for the quarter ended December 31, 2020). Over the performance period, our adjusted EPS grew at a compound annual growth rate of 13.1%, even without adjusting for the sale of our business operations in Russia. Additionally, our Average Organic Sales Growth of 5.7% far exceeded our historical three-year average annual sales growth over the 2016-2018, 2017-2019 and 2018-2020 time periods, which was 3%.

  79. RSUs

    RSUs RSUs entitle the award recipient to receive shares of our common stock when the RSUs vest. RSUs earn dividend equivalents during the vesting period that are reinvested as additional RSUs each time we pay a dividend and are subject to the same vesting schedule. Our annual RSU grants vest ratably on each of the first three anniversaries of the grant date, with exceptions for death, disability, retirement, qualifying terminations within two years following a change-in-control and certain qualifying involuntary terminations. RSUs align the interests of our NEOs with shareholders and help retain executive talent.

  80. EQUITY GRANT PRACTICES

    EQUITY GRANT PRACTICES We have an equity award and delegation policy. This policy was adopted to establish regular award grant dates to help prevent any risk of actual or apparent “spring-loading” or “bullet-dodging.” The Compensation Committee approves annual LTI awards to our executive officers at its meeting in February each year. This follows the release of our annual earnings by at least two trading days and the filing of our Form 10-K by at least one trading day to ensure that the market has adequate time to absorb our results. Off-cycle LTI awards also may be granted during the year. These grants occur on a designated trading day of the month following the month in which all approvals for the grant are obtained, unless otherwise determined by the Board, the Committee or the Chair, CEO and President. The Committee has delegated the authority to certain officers to make individual equity grants to persons who are not officers subject to Section 16 of the Exchange Act or to ELG members within certain parameters. The Committee reviews the use of this delegation annually.

  81. Clawbacks

    | Element | Compensation Recovery Policy | | Triggers | • Termination for Cause (as defined in the LTI program) • Discovery within three years of termination of grounds that termination could have been for Cause • Breach of non-solicitation and non-disparagement provisions within two years following termination • Breach of non-competition provisions within one year following termination • Restatement of financial results attributable to intentional or negligent actions or recalculation of performance outcomes if reasonably likely that corrected results would have led to (or delivered) a lower incentive payment • Behavior, including personal misconduct or negligence, that causes or could reasonably be expected to cause material harm (whether reputational, financial or otherwise) to Otis | | Covered Colleagues | Anyone who receives STI (executives) and/or LTI (executives and other select colleagues) awards | | Covered Compensation | • STI awards • LTI awards • Other incentive-based compensation designated by the Compensation Committee | | Lookback period | Three years | | Discretion | The Compensation Committee has discretion to apply the policy and to determine the amount to recover | | Effective Date | January 1, 2024 – prior clawback provisions in STI and LTI programs continue to apply to compensation granted prior to the effective date |

  82. Employment agreements

    Employment agreements None of our U.S.-based ELG members has employment agreements. The Committee does not believe that our interests are served by entering into employment contracts because they limit our flexibility and often provide for guaranteed compensation levels. However, we have entered into agreements with executives based outside of the United States, including Mr. Miñarro Viseras, where local regulations and practices require employment agreements.

  83. Severance and change in control arrangements

    Severance and change in control arrangements Our NEOs and ELG members are covered by our ELG Severance Plan. We also provide executives with severance protection under our Change in Control Severance Plan. The majority of the companies in our Peer Group provide similar plans or arrangements. The Compensation Committee believes that such arrangements are a necessary component of a competitive executive compensation program and provide an appropriate level of benefits in the event of qualifying termination. Both our ELG Severance Plan (the “Severance Plan”) and Change in Control Severance Plan require covered participants to agree to post-employment restrictive covenants designed to protect our interests, including non-competition and non-solicitation obligations to the extent permitted under applicable laws. In addition, Ms. Marks and Mr. Zheng received a UTC Executive Leadership Group RSU grant when we were part of UTC. These awards, which were converted into Otis ELG RSU grants at the Separation, will vest if a “mutually agreeable separation” occurs. A “mutually agreeable separation” would occur upon one of the following:

  84. Severance and change in control arrangements

    | • | An ELG member’s position is eliminated or diminished by a divestiture, restructuring, shift in priorities or similar event |

  85. Severance and change in control arrangements

    | • | An ELG member retires between age 62 and 65 with the company’s consent |

  86. Severance and change in control arrangements

    | • | An executive retires at age 65 or older |

  87. Severance and change in control arrangements

    Receipt of the ELG RSU award is contingent upon the executive entering into an agreement containing the following restrictive covenants: (i) non-competition; (ii) employee non-solicitation; (iii) non-disparagement; (iv) protection of confidential, sensitive and proprietary information; and (v) post-termination cooperation. As explained below, Otis discontinued the practice of granting ELG RSU grants and instead adopted the ELG Severance Plan.

  88. ELG SEVERANCE PLAN

    ELG SEVERANCE PLAN The Compensation Committee adopted the Severance Plan to provide ELG members with severance benefits upon qualifying terminations of employment. The Committee also was motivated to adopt the Severance Plan because it wanted to provide a more market-competitive severance arrangement based on the ELG member’s annual cash compensation rather than the stock-based severance arrangement previously provided by UTC to its ELG members (i.e., the ELG RSU awards described above), which varies in value based on trading prices. The Severance Plan provides for the payment of severance and other benefits upon an involuntary termination of employment other than for Cause, Disability (as such terms are defined in the Severance Plan) or death, and that is not a qualifying termination under our Change in Control Severance Plan (discussed on the following page). Subject to the execution of a release of claims and agreement to non-competition and non-solicitation obligations that may extend for up to two years after termination, the Severance Plan provides for the following payments and benefits upon a qualifying termination:

  89. ELG SEVERANCE PLAN

    | • | A lump-sum payment equal to 1X (1.5X for the CEO) the sum of the ELG member’s annual base salary and target STI |

  90. ELG SEVERANCE PLAN

    | • | A prorated STI for the year of termination, with such STI to be paid after the completion of the year based on actual performance, but assuming target performance for any individual performance goals |

  91. ELG SEVERANCE PLAN

    | • | Continued healthcare benefits for up to 12 months at no cost |

  92. ELG SEVERANCE PLAN

    | • | Outplacement services for up to 12 months |

  93. ELG SEVERANCE PLAN

    The value of any cash severance payable under the Severance Plan to an ELG member will be reduced by the value of their ELG RSU grant, if any, that vests upon termination of employment, as well as by any other severance benefits that the ELG member is entitled to receive upon termination of employment.

  94. CHANGE IN CONTROL SEVERANCE PLAN

    CHANGE IN CONTROL SEVERANCE PLAN Our Change in Control Severance Plan, which was adopted prior to the Separation, provides severance benefits to eligible executives upon a qualifying termination of employment. The plan was adopted to address the uncertainty that may result from a potential change in control, including the loss or distraction of our executives to the detriment of Otis and its shareholders. Under the Change in Control Severance Plan, an NEO who is terminated without cause or resigns for good reason on, or within the two years following a change in control, would be entitled to receive, subject to the officer’s execution of a release of claims and agreement to a one-year post-termination non-competition covenant and a two-year post-termination non-solicitation covenant:

  95. CHANGE IN CONTROL SEVERANCE PLAN

    | • | A lump-sum cash severance payment equal to 3X (for the CEO) or 2X (for the other NEOs) the sum of the executive’s annual base salary and target STI |

  96. CHANGE IN CONTROL SEVERANCE PLAN

    | • | A prorated target STI for the year of termination (reduced by any STI payment to which the NEO is entitled for the same period of service) |

  97. CHANGE IN CONTROL SEVERANCE PLAN

    | • | Up to 12 months of healthcare benefit coverage continuation at no premium cost |

  98. CHANGE IN CONTROL SEVERANCE PLAN

    | • | Outplacement services for 12 months |

  99. CHANGE IN CONTROL SEVERANCE PLAN

    | • | Continued financial planning services for 12 months |

  100. CHANGE IN CONTROL SEVERANCE PLAN

    The Change in Control Severance Plan provides that if the payments and benefits payable under it, are or otherwise would be subject to the golden parachute excise tax imposed under the Internal Revenue Code (“IRC”), then the executive will either receive all such payments and benefits and pay the excise tax, or such payments and benefits will be reduced to the extent necessary so that the excise tax does not apply, whichever approach results in a higher after-tax amount of the payments and benefits being retained by the executive. Under our LTI program, unvested equity awards will vest on an accelerated basis if, within two years following a change in control, an NEO’s employment is terminated in circumstances that would entitle them to severance under the Change in Control Severance Plan. For PSUs, performance is determined at the greater of actual or target levels. A change in control will generally be triggered under the Change in Control Severance Plan or the LTI program upon one of the following events:

  101. CHANGE IN CONTROL SEVERANCE PLAN

    | • | The acquisition by any individual, entity or group of 20% or more of our outstanding securities or 20% or more of the combined voting power of our outstanding securities |

  102. CHANGE IN CONTROL SEVERANCE PLAN

    | • | A change in the composition of a majority of our Board that is not supported by at least two-thirds of the incumbent board of directors |

  103. CHANGE IN CONTROL SEVERANCE PLAN

    | • | The consummation of certain major corporate transactions, such as a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of our assets |

  104. CHANGE IN CONTROL SEVERANCE PLAN

    | • | Approval by our shareholders of our complete liquidation or dissolution |

  105. Retirement and deferred compensation benefits

    Retirement and deferred compensation benefits Our NEOs and former NEOs included in the “Pay versus performance” table on pages 79-82 participate in retirement and deferred compensation benefit plans that help us to attract and retain talent. Below are brief descriptions of these plans. See the “Pension Benefits” and the “Nonqualified Deferred Compensation” tables on page 74 for more details. Except for the Savings Plan, each of the U.S. plans is nonqualified and unfunded. Mr. Miñarro Viseras, who resides in Spain, is eligible to participate in the local employee benefits plans, including a defined benefit plan and a defined contribution plan.

  106. Retirement and deferred compensation benefits

    | Plan | Description | | Otis Retirement Savings Plan (“Savings Plan”) | The Savings Plan is a tax-qualified defined contribution plan where salaried employees receive an age-based company contribution (ranging from 3% to 5.5% of eligible compensation) to their Savings Plan account. Prior to January 1, 2023, salaried employees hired before January 1, 2010, who previously participated in UTC’s pension plans, instead received an enhanced age-based company contribution (ranging from 3% to 8% of eligible compensation), which was an amount equivalent to the cash balance benefits previously provided under UTC’s pension plans. Eligible participants also receive a matching contribution equal to 60% of the first 6% of eligible compensation they contribute after completion of one year of service. | | Otis Savings Restoration Plan (“SRP”) | The SRP permits eligible employees to defer up to 6% of their eligible compensation, to the extent such compensation exceeds the IRC compensation limit applicable to the Savings Plan, and to receive employer matching contributions at the same rate (up to 60% of the first 6% of eligible compensation) that would have been provided in the Savings Plan if not for the IRC’s compensation limit. Upon termination of employment, SRP vested balances are distributed based on the participant’s prior election in a lump sum or in annual installments over periods ranging from two to 15 years. However, if a participant terminates prior to age 50, a lump sum will be distributed. The investment options in the SRP are similar to those offered in the Savings Plan. | | Otis Company Automatic Contribution Excess Plan (“CACEP”) | Under the CACEP, eligible employees receive an age-based company automatic contribution for amounts above the IRC limits applicable to the Savings Plan. These age-based contributions range from 3% to 5.5% of eligible compensation. Prior to January 1, 2023, employees hired before January 1, 2010, who previously participated in UTC’s pension plans, instead received an enhanced company automatic contribution ranging from 3% to 8%. The CACEP also provides missed-matching contributions for employees whose matching contributions to the Savings Plan are limited by the IRC’s contribution limit. In addition, employees who elect to defer eligible compensation to the DCP receive an additional contribution to the CACEP to the extent the deferrals result in a reduction to company automatic contributions to the CACEP. Upon termination of employment, CACEP vested balances are distributed based on the participant’s prior election in a lump sum or in annual installments over periods ranging from two to 15 years. However, if a participant terminates prior to age 50, a lump sum will be distributed. The investment options in the CACEP are similar to those offered in the Savings Plan. | | Otis Deferred Compensation Plan (“DCP”) | The DCP allows eligible participants to defer up to 50% of their base salary and/or up to 70% of their STI. The compensation deferred is matched to the extent the DCP deferrals result in a reduction to contributions that would otherwise have been matched under the Savings Plan and/or the SRP, as applicable. Participants may elect a retirement date or a distribution date that must be at least five years following the initial deferral year. Upon termination of employment or the elected distribution date, as applicable, DCP balances are distributed based on the participant’s prior election(s) in a lump sum or in annual installments over periods ranging from two to 15 years. However, if a participant terminates prior to age 50, the participant’s account not already in pay status will be distributed in a lump sum. The investment options in the DCP are similar to those offered in the Savings Plan. | | Otis LTIP Performance Share Unit (“PSU”) Deferral Plan | The LTIP PSU Deferral Plan allows eligible participants to defer between 10% and 100% of their vested PSU awards granted under the LTI program. Upon vesting, the deferred portion of each PSU award is converted into DSUs that accrue dividend equivalents. There are no matching contributions or other employer contributions to this plan. Participants may elect a retirement date or a distribution date that must be at least five years from the vesting date of the applicable PSUs. Upon termination of employment or the elected distribution date, as applicable, PSUs are distributed in Otis shares (with fractional shares paid in cash) based on the participant’s prior election(s) in the form of a lump sum or in annual installments over periods ranging from two to 15 years, but if a participant terminates prior to age 50, the deferred share accounts not already in pay status will be distributed in a lump sum. |

  107. Retirement and deferred compensation benefits

    | Plan | Description | | Otis Pension Preservation Plan (“PPP”) | None of our current NEOs participates in the PPP. The PPP is a frozen defined benefit pension plan that covers salaried employees hired prior to January 1, 2010. The PPP was created at the Separation when we assumed all payment liabilities under UTC’s Pension Preservation Plan (“UTC PPP”) with respect to current and former Otis employees’ final average earnings (“FAE”) based formula benefits that accrued after December 31, 2003, and their cash balance benefits. Accruals earned prior to January 1, 2004, under the UTC PPP and the tax-qualified portion of the benefits were retained by UTC. The UTC PPP provided supplemental benefits that cannot be paid under the UTC’s pension plan due to IRC limits. The UTC PPP formula was originally an FAE formula recognizing final five-year average salary and service. It was changed to a prospective cash balance formula (providing annual pay credits of 3% to 8% of pay based on service) for all participants by January 1, 2015 (earlier for participants hired prior to July 1, 2002, or who elected to participate under a prior pension choice program). Effective December 31, 2019, the UTC PPP was frozen, other than with respect to interest credits on cash balance accounts. The normal retirement age is 65, but the FAE formula also provides for full retirement benefits at age 62 if a participant retires with at least 10 years of service. Early retirement benefits also are available under the FAE formula beginning at age 55 with at least 10 years of continuous service, reduced by 0.2% for each month by which retirement precedes age 62. The value of the cash balance benefit is not impacted by the age of the participant at termination. The cash balance benefits will automatically be paid on the first business day of the month following a participant’s termination of employment, regardless of the participant’s age. The FAE benefits will be paid on the first business day of the month following the later of the participant's termination or age 55. FAE benefits may be paid as a monthly single life annuity or an actuarially equivalent survivor benefit annuity, a single lump sum, or a series of two to 10 annual installment payments. Cash balance benefits may be paid in a lump sum, monthly annuity payments or a series of two to 10 annual installment payments. | | Otis Retirement Plan for Third Country National Employees (“TCN Plan”) | None of our current NEOs participates in the TCN Plan. The TCN Plan is a defined benefit pension plan that covers internationally mobile employees hired prior to January 1, 2008. The TCN Plan was created at the Separation when Otis assumed all payment obligations under UTC’s Third Country National Employees Plan (“UTC TCN Plan”) with respect to current and former Otis employees. The UTC TCN Plan formula mirrored UTC’s retirement plan formula and was originally an FAE formula recognizing final five-year average salary and service. This was changed on January 1, 2015, to a prospective cash balance formula (providing annual pay credits of 3% to 8% of pay based on service) for all participants. The FAE formula was frozen on December 31, 2014, but active participants continue to accrue benefits under the cash balance formula. Under the TCN Plan, participants who terminate their employment with less than five years of continuous service forfeit all their rights to benefits. The normal retirement age is 65. Early retirement benefits also are available under the plan for active participants and for participants who terminate employment after attaining age 55 and 10 years of continuous service. These benefits are reduced by 0.2% for each month the early retirement date precedes age 62 (which is based on the sum of the credited service to date of retirement/termination or December 31, 2014, if earlier for the FAE benefits, and as of the benefit commencement date for the cash balance benefits). The normal form of payment is a life annuity, but participants can elect instead a contingent annuity option or a life annuity with a guaranteed number of monthly payments option. | | Spanish Defined Benefit – Policy 7179 | Mr. Miñarro Viseras is the only NEO participating in this program. Policy 7179 is a voluntary defined benefit insurance program which provides eligible employees with a lump sum or annuity benefit payment at retirement. Under the executive component of the program, he is eligible to receive two times the standard pension benefit. The standard pension benefit is equal to 41% of his annual base salary actuarially valued at retirement age, which is age 67 under current Spanish laws (which percentage rate is based on age at the start of participation). Participants must contribute on an after-tax basis via payroll one-third of the premiums, with Otis paying the remaining two-thirds. The full pension benefit is paid when Mr. Miñarro Viseras elects to retire with the Social Security Administration following termination of his employment with Otis. If prior to electing to retire, Mr. Miñarro Viseras incurs a disability, or terminates employment with Otis and is subsequently employed by another employer, Mr. Miñarro Viseras will only be entitled to the pension benefit funded through his employee contributions upon electing retirement, and the portion of the pension benefit funded through Otis contributions will be forfeited. He will forfeit his entire pension benefit if he dies before he elects retirement. The form of benefit (lump sum or annuity) is elected at the time of the distribution event. |

  108. Retirement and deferred compensation benefits

    | Plan | Description | | Spanish Defined Contribution – Policy 54742 | Mr. Miñarro Viseras is the only NEO participating in this program. Policy 54742 is a defined contribution insurance program which provides for a lump-sum payment at retirement. Under this program, the company will make annual company contributions for him equal to 7% of his total annual base salary for salary up to €72,973.18 and 23% of his salary that exceeds this amount, which cap is adjusted annually based on the November Consumer Price Index of the preceding year. There is no employee contribution under this program. Mr. Miñarro Viseras will become fully vested in his full benefits starting on the first of the month following the month he reaches age 67, provided he remains employed by Otis until that time. If Mr. Miñarro Viseras does not elect to retire with the Social Security Administration within two months of reaching age 67, or does so earlier based on amended retirement eligibility under Spanish laws, Otis will need to consent to his continued eligibility under this plan. If Mr. Miñarro Viseras elects to retire prior to age 67 under applicable laws with consent of Otis, he will be entitled to receive a benefit based on actual retirement age and not retirement age 67. Upon an involuntary termination other than fair dismissal before age 67, Mr. Miñarro Viseras will be entitled to receive the accrued balance. Mr. Miñarro Viseras will forfeit his benefits upon a voluntary termination or fair dismissal. |

  109. Perquisites and other benefits

    | Perquisite/Benefits | Description | | ELG Long-Term Disability | The ELG long-term disability program provides an annual benefit upon disability that is equal to 80% of base salary plus target STI for NEOs based in the United States. | | Executive Physical | ELG members are eligible for a comprehensive annual executive physical. Non-U.S.-based ELG members receive a comparable health exam based on local practice. | | Executive Leased Vehicle | ELG members receive an annual allowance toward the cost of a leased vehicle (starting July 1, 2023, electric vehicles only), including fuel expenses for the grandfathered vehicles or reimbursement for the purchase and installation of an electric charger for electric vehicles, registration fees, insurance and maintenance. Non-U.S.-based ELG members receive a comparable benefit based on local practice. Lease payments above the annual allowance are paid directly by the executive. | | Financial Planning | ELG members are eligible to receive an annual financial planning benefit. |

  110. Summary Compensation Table

    Summary Compensation Table The Summary Compensation Table below quantifies the value of the compensation earned by or awarded to our NEOs for fiscal years 2023, 2022 and 2021. The primary elements of each NEO’s total compensation reported in the table are base salary, an annual short-term incentive award and long-term equity incentives. The NEOs also received the other benefits listed below, as further described in footnotes (7) and (8) to the table. The Summary Compensation Table should be read in conjunction with the tables and narrative descriptions that follow. The “Grants of Plan-Based Awards” table and the accompanying description of the material terms provide information regarding the long-term equity incentives awarded to the NEOs in fiscal 2023. The “Outstanding Equity Awards at Fiscal Year-End” table provides further information on the NEOs’ potential realizable value and actual value realized with respect to their equity awards.

  111. Summary Compensation Table

    | Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total ($) | | Judy Marks(1) Chair, Chief Executive Officer and President | | | | | | | | | | 2023 | 1,368,750 | – | 8,847,967 | 2,824,633 | 2,450,000 | – | 432,844 | 15,924,194 | | 2022 | 1,300,000 | – | 7,590,894 | 2,446,241 | 2,613,600 | – | 527,140 | 14,477,875 | | 2021 | 1,225,000 | – | 6,458,191 | 2,093,575 | 3,553,500 | – | 440,040 | 13,770,306 | | Anurag Maheshwari(1) Executive Vice President & Chief Financial Officer | | | | | | | | | | 2023 | 748,250 | – | 2,091,416 | 667,659 | 840,000 | – | 395,487 | 4,742,812 | | 2022 | 545,032 | 152,027 | 1,420,568 | 466,913 | 664,000 | – | 383,067 | 3,631,607 | | Perry Zheng(1) Executive Vice President & Chief Product, Delivery and Customer Officer | | | | | | | | | | 2023 | 671,667 | – | 1,447,259 | 461,380 | 574,000 | – | 2,020,908 | 5,175,214 | | 2022 | 635,000 | – | 1,024,830 | 330,255 | 493,000 | – | 1,423,362 | 3,906,447 | | 2021 | 618,750 | – | 987,771 | 320,195 | 750,000 | – | 1,477,313 | 4,154,029 | | Tracy Embree(1) President, Americas | | | | | | | | | | 2023 | 175,000 | 470,000 | 5,274,735 | 610,273 | 137,000 | – | 18,082 | 6,685,090 | | Enrique Miñarro Viseras(1) President, EMEA | | | | | | | | | | 2023 | 172,983 | 365,236 | 4,361,694 | 610,273 | 147,723 | 3,559 | 39,808 | 5,701,276 |

  112. Summary Compensation Table

    | (1) For each of the NEOs, information is included for the years they have been or were an NEO. A portion of the compensation paid to Mr. Zheng during his time working in China was converted using the applicable exchange rate on the payment date ranging from Chinese Yuan (CNY) to U.S. dollar (USD) conversion rate of 0.13732 to 0.14919. For Mr. Miñarro Viseras, the amounts shown in the “Salary,” “Bonus” and “Non-Equity Incentive Plan” columns used the December 31, 2023, Euro (EUR) to USD conversion rate of 1.10364. |

  113. Summary Compensation Table

    | (2) Salary. These amounts represent salary earned, including any amounts the NEO elected to defer. For more information, see “Base salary” section on page 50 and “Retirement and deferred compensation benefits” section on pages 63-65. |

  114. Summary Compensation Table

    | (3) Bonus. These amounts represent the retention bonus paid in 2022 that we agreed to pay Mr. Maheshwari when he joined Otis in 2020 and the cash sign-on bonuses we agreed to pay Ms. Embree and Mr. Miñarro Viseras to compensate them for the awards they forfeited from their former employers upon joining Otis. |

  115. Summary Compensation Table

    | (4) Stock Awards. These amounts represent grant date fair value of the PSU and RSU awards computed in accordance with FASB ASC Topic 718 but excluding the effect of estimated forfeitures. The assumptions made in calculating the fair value of the PSU and RSU awards are set forth in Note 12: Employee Benefit Plans to the Consolidated Statements to our 2023 Form 10-K. The grant date fair values shown for PSU awards assume target-level performance. The amounts reported in this column differ from the LTI target award amounts reported under “LTI Grants” on page 54 because of the methodology used to value these awards under FASB ASC Topic 718, and because in determining the number of shares granted, we divided the target value of the award by our average stock price over the prior month. If the highest level of performance for 2023 PSU awards is achieved (200%), the grant date fair values for PSUs would be: Ms. Marks, $12,045,891; Mr. Maheshwari, $2,847,259; Mr. Zheng, $1,971,561; Ms. Embree, $2,493,329; and Mr. Miñarro Viseras $2,493,329. |

  116. Summary Compensation Table

    | (5) Option Awards. These amounts represent grant date fair value of SARs, calculated in accordance with the FASB ASC Topic 718, but excluding the effect of estimated forfeitures. The assumptions made in the valuation of these awards are set forth in Note 12: Employee Benefit Plans to the Consolidated Statements to our 2023 Form 10-K. |

  117. Summary Compensation Table

    | (6) Non-Equity Incentive Plan. These amounts reflect annual STI compensation under our STI program, which amounts are based on measured performance against preestablished goals. The estimated threshold, target and maximum amounts for the annual STI compensation for 2023 are reflected in the “Grants of Plan-Based Awards” table on pages 69-70. |

  118. Summary Compensation Table

    | (7) Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts shown in this column reflect the change (if any) in the year-over-year actuarial present value of the applicable NEO’s accrued benefit under the applicable company defined benefit plan and above-market earnings (if any) under the company’s deferred compensation plans. Mr. Miñarro Viseras is the only NEO participating in a defined benefit plan (the Spanish Defined Benefit – Policy 7179). For 2023, there was an increase of $3,559 in the actuarial present value of his accrued benefits under the Spanish Defined Benefit – Policy 7179. His pension benefit was not impacted by an increase in the year-end 2023 discount rate. There were no above-market earnings under the Otis nonqualified deferred compensation plans. |

  119. Summary Compensation Table

    | (8) All Other Compensation. The 2023 amounts in this column consist of the following items, as discussed in the “All Other Compensation” table below. |

  120. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  121. Grants of Plan-Based Awards

    | Name | Grant Date(1) | Approval Date(1) | Estimated Future Payouts under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units #(4) | All Other Option Awards: Number of Securities Underlying Options(#)(5) | Exercise or Base Price of Option Awards ($/Sh)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | J. Marks | | | | | | | | | | | | | | SARs | 2/7/2023 | 2/7/2023 | – | – | – | – | – | – | – | 115,353 | 83.63 | 2,824,633 | | RSUs | 2/7/2023 | 2/7/2023 | – | – | – | – | – | – | 33,780 | – | – | 2,825,021 | | PSUs | 2/7/2023 | 2/7/2023 | – | – | – | 10,810 | 67,560 | 135,120 | – | – | – | 6,022,946 | | STI | | | 148,500 | 2,200,000 | 4,400,000 | | | | | | | | | A. Maheshwari | | | | | | | | | | | | | | SARs | 2/7/2023 | 2/7/2023 | – | – | – | – | – | – | – | 27,266 | 83.63 | 667,659 | | RSUs | 2/7/2023 | 2/7/2023 | – | – | – | – | – | – | 7,985 | – | – | 667,786 | | PSUs | 2/7/2023 | 2/7/2023 | – | – | – | 2,555 | 15,969 | 31,938 | – | – | – | 1,423,630 | | STI | | | 51,030 | 756,000 | 1,512,000 | | | | | | | | | P. Zheng | | | | | | | | | | | | | | SARs | 3/1/2023 | 2/20/2023 | – | – | – | – | – | – | – | 2,942 | 85.23 | 76,202 | | RSUs | 3/1/2023 | 2/20/2023 | – | – | – | – | – | – | 894 | – | – | 76,196 | | PSUs | 3/1/2023 | 2/20/2023 | – | – | – | 286 | 1,788 | 3,576 | – | – | – | 164,445 | | SARs | 2/7/2023 | 2/7/2023 | – | – | – | – | – | – | – | 15,730 | 83.63 | 385,178 | | RSUs | 2/7/2023 | 2/7/2023 | – | – | – | – | – | – | 4,607 | – | – | 385,283 | | PSUs | 2/7/2023 | 2/7/2023 | – | – | – | 1,474 | 9,213 | 18,426 | – | – | – | 821,335 | | STI | | | 36,558 | 541,600 | 1,083,200 | | | | | | | | | T. Embree | | | | | | | | | | | | | | SARs | 11/1/2023 | 9/13/2023 | – | – | – | – | – | – | – | 25,376 | 76.81 | 610,273 | | RSUs | 11/1/2023 | 9/13/2023 | – | – | – | – | – | – | 7,946 | – | – | 610,332 | | PSUs | 11/1/2023 | 9/13/2023 | – | – | – | 2,543 | 15,892 | 31,784 | – | – | – | 1,246,665 | | RSUs | 11/1/2023(8) | 9/13/2023 | – | – | – | – | – | – | 44,496 | – | – | 3,417,738 | | STI | | | 10,719 | 158,795 | 317,590 | | | | | | | | | E. Miñarro Viseras | | | | | | | | | | | | | | SARs | 11/1/2023 | 9/13/2023 | – | – | – | – | – | – | – | 25,376 | 76.81 | 610,273 | | RSUs | 11/1/2023 | 9/13/2023 | – | – | – | – | – | – | 7,946 | – | – | 610,332 | | PSUs | 11/1/2023 | 9/13/2023 | – | – | – | 2,543 | 15,892 | 31,784 | – | – | – | 1,246,665 | | RSUs | 11/1/2023(8) | 9/13/2023 | – | – | – | – | – | – | 32,609 | – | – | 2,504,697 | | STI | | | 10,595 | 156,965 | 313,930 | | | | | | | |

  122. Grants of Plan-Based Awards

    | (1) Mr. Zheng’s March 1, 2023, grants, which he received in connection with his new role, were approved by the Compensation Committee on February 20, 2023, and Ms. Embree’s and Mr. Miñarro Viseras’ November 1, 2023, grants were approved by the Compensation Committee on September 13, 2023. |

  123. Grants of Plan-Based Awards

    | (2) Non-Equity Incentive Plan Awards. The amounts reported in these columns represent the range of payouts under our 2023 STI program. An executive must be employed on the payment date to be eligible to receive these amounts, except under certain circumstances, as explained in more detail in the “Potential Payments Upon Termination or Change in Control” table on pages 75-77. For purposes of this table, amounts are considered earned in fiscal year 2023, although not paid until early 2024 and subject to continued employment through the payment date. Actual awards received for 2023 are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan” column. Payouts range from 6.75% (threshold performance for the lowest weighted performance goal and assuming a 10% downward ESG adjustment) to 200% (maximum performance for all performance goals). For further information, see “STI Compensation” section on pages 50-53. |

  124. Grants of Plan-Based Awards

    | (3) Equity Incentive Plan Awards. The number of PSUs granted was determined by dividing the applicable target value by the average closing price of our common stock over the prior month ($81.41 for awards granted on February 7, 2023, $83.91 for the award granted to Mr. Zheng on March 1, 2023, and $78.66 for awards granted to Ms. Embree and Mr. Miñarro Viseras on November 1, 2023). Each PSU corresponds to one share of our common stock. Prior to vesting, PSUs accumulate dividend equivalents, which are reinvested as additional PSUs subject to the same vesting schedule. Vested PSUs are settled in shares at the end of the performance period following determination of the performance achievement levels by the Compensation Committee, except in the event of death, disability, retirement eligibility, a qualifying termination within two years following a change-in-control and certain involuntary terminations. The performance period for the 2023 PSUs runs from January 1, 2023, to December 31, 2025. The performance goals are three-year cumulative adjusted EPS and annual organic sales growth (weighted at 60% and 40%, respectively), adjusted upward or downward by up to 20% based on our relative TSR performance. Payout ranges from 16% (threshold performance for the lowest weighted performance goal and assuming a 20% downward TSR adjustment) to 200% (200% is the maximum performance for both performance goals including the TSR adjustment), plus any accrued dividend equivalents. For further information, see “LTI compensation” section on pages 54-58. |

  125. Grants of Plan-Based Awards

    | (4) Number of Shares – All Other Stock Awards. The number of RSUs granted was determined by dividing the applicable target value by the average closing price of our common stock over the prior month ($81.41 for awards granted on February 7, 2023, $83.91 for awards granted to Mr. Zheng on March 1, 2023, and $78.66 for awards granted to Ms. Embree and Mr. Miñarro Viseras on November 1, 2023). The 2023 RSU awards vest ratably on each anniversary of the grant date over a three-year period, subject to continued employment, except in the case of death, disability, retirement eligibility, a qualifying termination within two years following a change-in-control and certain involuntary terminations. Unvested RSUs earn dividend equivalents that are reinvested as additional RSUs that vest on the same date as the underlying RSUs. |

  126. Grants of Plan-Based Awards

    | (5) Number of Shares – All Option/SAR Awards. SARs vest ratably on each anniversary of the grant date over a three-year period, subject to continued employment, except in the case of death, disability, retirement eligibility, a qualifying termination within two years following a change-in-control and certain involuntary terminations. The number of SARs granted was determined by dividing the total target value of the award by the estimated value of each SAR determined using a binominal lattice valuation model. |

  127. Grants of Plan-Based Awards

    | (6) Exercise Price – All Option/SAR Awards. The per share exercise price was the closing price of our common stock on the date of grant ($83.63 for awards granted on February 7, 2023, $85.23 for the award granted to Mr. Zheng on March 1, 2023, and $76.81 for awards granted to Ms. Embree and Mr. Miñarro Viseras on November 1, 2023). |

  128. Grants of Plan-Based Awards

    | (7) Grant Date Fair Value – Stock and Option/SAR Awards. The grant date fair value of the 2023 SAR, RSU and PSU awards was calculated in accordance with FASB ASC Topic 718 but excluding the effect of estimated forfeitures, as described in more detail in footnotes (4) and (5) of the Summary Compensation Table. |

  129. Grants of Plan-Based Awards

    | (8) Ms. Embree and Mr. Miñarro Viseras also received sign-on RSU grants upon their hire to account for the equity awards they forfeited from their former employers upon joining Otis. These new hire RSU awards vest in two equal installments on the first and second anniversaries of the grant date, subject to continued employment, except in the case of death, disability, a qualifying termination within two years following a change-in-control and certain involuntary terminations. These awards do not provide for retirement eligibility treatment or for vesting acceleration upon an involuntary termination other than upon a qualifying termination following a change-in-control, as described above. |

  130. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  131. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | RSU and PSU Stock Awards | | | | | Name(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | J. Marks | | | | | | | | | | 2/7/2023(7) | | | | | | | 68,612 | 6,138,716 | | 2/7/2023(8) | | | | | 34,306 | 3,069,358 | | | | 2/7/2023(9) | – | 115,353 | 83.63 | 2/6/2033 | | | | | | 2/3/2022(7) | | | | | | | 61,231 | 5,478,338 | | 2/3/2022(8) | | | | | 20,413 | 1,826,351 | | | | 2/3/2022(9) | 40,122 | 80,244 | 81.85 | 2/2/2032 | | | | | | 2/5/2021(7)(10) | | | | | | | 136,278 | 12,192,793 | | 2/5/2021(8)(11) | | | | | 11,363 | 1,016,648 | | | | 2/5/2021(9)(12) | 96,176 | 48,088 | 63.93 | 2/4/2031 | | | | | | 2/4/2020 | 171,958 | – | 80.97 | 2/3/2030 | | | | | | 2/5/2019 | 191,799 | – | 63.92 | 2/4/2029 | | | | | | 1/2/2018 | 101,096 | – | 67.83 | 1/1/2028 | | | | | | 11/1/2017(13) | | | | | 35,054 | 3,136,281 | | | | A. Maheshwari | | | | | | | | | | 2/7/2023(7) | | | | | | | 16,217 | 1,450,935 | | 2/7/2023(8) | | | | | 8,109 | 725,512 | | | | 2/7/2023(9) | – | 27,266 | 83.63 | 2/6/2033 | | | | | | 10/3/2022(7) | | | | | | | 11,099 | 993,028 | | 10/3/2022(8) | | | | | 3,702 | 331,218 | | | | 10/3/2022(9) | 6,568 | 13,138 | 65.44 | 10/2/2032 | | | | | | 2/3/2022(7) | | | | | | | 2,756 | 246,579 | | 2/3/2022(8) | | | | | 922 | 82,491 | | | | 2/3/2022(9) | 1,805 | 3,612 | 81.85 | 2/2/2032 | | | | | | 2/5/2021(7)(10) | | | | | | | 6,812 | 609,470 | | 2/5/2021(8)(11) | | | | | 573 | 51,266 | | | | 2/5/2021(9)(12) | 4,809 | 2,405 | 63.93 | 2/4/2031 | | | | | | 5/11/2020(14) | 22,300 | – | 51.81 | 5/10/2030 | | | | | | 5/11/2020(15) | 42,000 | – | 51.81 | 5/10/2030 | | | | | | P. Zheng | | | | | | | | | | 3/1/2023(7) | | | | | | | 1,815 | 162,388 | | 3/1/2023(8) | | | | | 907 | 81,149 | | | | 3/1/2023(9) | – | 2,942 | 85.23 | 2/28/2033 | | | | | | 2/7/2023(7) | | | | | | | 9,356 | 837,081 | | 2/7/2023(8) | | | | | 4,678 | 418,541 | | | | 2/7/2023(9) | – | 15,730 | 83.63 | 2/6/2033 | | | | | | 2/3/2022(7) | | | | | | | 8,266 | 739,559 | | 2/3/2022(8) | | | | | 2,642 | 236,380 | | | | 2/3/2022(9) | 5,416 | 10,834 | 81.85 | 2/2/2032 | | | | | | 2/5/2021(7)(10) | | | | | | | 20,842 | 1,864,734 | | 2/5/2021(8)(11) | | | | | 1,589 | 142,168 | | | | 2/5/2021(9)(12) | 14,709 | 7,355 | 63.93 | 2/4/2031 | | | | | | 2/4/2020 | 43,461 | – | 80.97 | 2/3/2030 | | | | | | 2/5/2019 | 51,965 | – | 63.92 | 2/4/2029 | | | | | | 1/2/2018 | 23,620 | – | 67.83 | 1/1/2028 | | | | | | 1/27/2017(13) | | | | | 19,338 | 1,730,171 | | | | 1/3/2017 | 4,469 | – | 58.66 | 1/2/2027 | | | | | | 1/4/2016 | 7,874 | – | 50.58 | 1/3/2026 | | | | | | 1/2/2015 | 4,724 | – | 60.88 | 1/1/2025 | | | | |

  132. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | RSU and PSU Stock Awards | | | | | Name(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | T. Embree | | | | | | | | | | 11/1/2023(7) | | | | | | | 15,953 | 1,427,315 | | 11/1/2023(8) | | | | | 7,976 | 713,613 | | | | 11/1/2023(9) | – | 25,376 | 76.81 | 10/31/2033 | | | | | | 11/1/2023(16) | | | | | 44,668 | 3,996,446 | | | | E. Miñarro Viseras | | | | | | | | | | 11/1/2023(7) | | | | | | | 15,953 | 1,427,315 | | 11/1/2023(8) | | | | | 7,976 | 713,613 | | | | 11/1/2023(9) | – | 25,376 | 76.81 | 10/31/2033 | | | | | | 11/1/2023(16) | | | | | 32,735 | 2,928,800 | | |

  133. Outstanding Equity Awards at Fiscal Year-End

    | (1) In addition to these Otis outstanding awards, Mr. Zheng holds vested Raytheon Technologies Corporation (“RTX”) and Carrier Global Corporation (“Carrier”) SARs. These awards were received at the Separation upon conversion of Mr. Zheng’s vested UTC SARs. See Note 13: Employee Benefit Plans to the Consolidated Statements to our 2020 Form 10-K for further detail on the conversion. The table below lists the non-Otis awards held by Mr. Zheng as of December 31, 2023. |

  134. Outstanding Equity Awards at Fiscal Year-End

    | | RTX SARs | | Carrier SARs | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Number of Securities Underlying Unexercised Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date RTX SARs & Carrier SARs | | P. Zheng | | | | | | | 1/3/2017 | 8,938 | 82.35 | 8,938 | 18.53 | 1/2/2027 | | 1/4/2016 | 15,748 | 71.01 | 15,748 | 15.98 | 1/3/2026 | | 1/2/2015 | 9,449 | 85.47 | 9,449 | 19.24 | 1/1/2025 |

  135. Outstanding Equity Awards at Fiscal Year-End

    | (2) The exercise price of each SAR was the closing price of the underlying common stock on the grant date. Each SAR granted prior to April 3, 2020, was granted by UTC. Unvested UTC SARs at Separation were converted into “concentrated” unvested Otis SARs and subject to the same terms that applied to the original UTC SAR awards. For vested UTC SARs, both the number of outstanding SARs and the exercise price of each award were adjusted at Separation to reflect the post-Separation stock prices of the three companies. For more information on how the exercise prices of these prior grants were adjusted, see Note 13: Employee Benefit Plans to the Consolidated Statements to our 2020 Form 10-K. |

  136. Outstanding Equity Awards at Fiscal Year-End

    | (3) All RSUs earn dividend equivalents, which are reinvested as additional RSUs each time we pay a dividend. The reinvested RSUs vest on the same date as the underlying RSUs and are included in this number. All RSUs granted prior to April 3, 2020, were originally granted by UTC. |

  137. Outstanding Equity Awards at Fiscal Year-End

    | (4) This was calculated by multiplying the number of unvested RSUs by $89.47, the closing price of our common stock on the last trading day of 2023. |

  138. Outstanding Equity Awards at Fiscal Year-End

    | (5) The number of shares shown for the 2022 and 2023 PSU awards assumes target performance, and the number of shares for the 2021 PSU awards assumes maximum performance level, based on vesting estimates as of December 31, 2023. PSUs earn dividend equivalents, which are reinvested as additional PSUs each time we pay a dividend. The reinvested PSUs vest on the same date as the underlying PSUs. The number of shares shown for the 2021 PSU awards is based on maximum performance. For more information on the 2021 PSUs, which vested on February 6, 2024, please see page 57. |

  139. Outstanding Equity Awards at Fiscal Year-End

    | (6) This was calculated by multiplying the number of unvested PSUs on December 31, 2023, by $89.47, the closing price of our common stock on the last trading day of 2023. |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (7) The 2023, 2022 and 2021 PSUs are subject to vesting contingent on our performance over the applicable three-year performance period. This is based on our three-year cumulative adjusted EPS growth and average organic sales growth (weighted at 60% and 40%, respectively), adjusted upward or downward by up to 20% for relative TSR performance, as determined by the Compensation Committee, except in the case of death, disability, a qualifying termination within two years following a change-in-control, retirement and certain involuntary terminations. |

  141. Outstanding Equity Awards at Fiscal Year-End

    | (8) These RSUs vest ratably on the first three anniversaries of the grant date, subject to the executive’s continued employment, except in the case of death, disability, a qualifying termination within two years following a change-in-control, retirement and certain involuntary terminations. |

  142. Outstanding Equity Awards at Fiscal Year-End

    | (9) These SARs vest ratably each year on the first three anniversaries of the grant date, subject to the executive’s continued employment, except in the case of death, disability, a qualifying termination within two years following a change-in-control, retirement and certain involuntary terminations. |

  143. Outstanding Equity Awards at Fiscal Year-End

    | (10) These PSUs vested on February 6, 2024. |

  144. Outstanding Equity Awards at Fiscal Year-End

    | (11) These RSUs vested on February 5, 2024. |

  145. Outstanding Equity Awards at Fiscal Year-End

    | (12) These SARs vested on February 5, 2024. |

  146. Outstanding Equity Awards at Fiscal Year-End

    | (13) These RSUs were received in respect of UTC RSUs granted upon appointment to UTC’s ELG. These awards vest upon a qualifying termination, defined as a “mutually agreeable separation” following three years of ELG service, a qualifying termination within two years following a change-in-control or retirement on or after age 62, each subject to vesting acceleration upon death or disability. |

  147. Outstanding Equity Awards at Fiscal Year-End

    | (14) These SAR awards vested on May 11, 2023. |

  148. Outstanding Equity Awards at Fiscal Year-End

    | (15) These SAR awards vested on May 11, 2023. |

  149. Outstanding Equity Awards at Fiscal Year-End

    | (16) These RSUs are scheduled to vest in two equal installments on the first and second anniversaries of the grant date, subject to continued employment, except in the case of death, disability, a qualifying termination within two years following a change-in-control and certain involuntary terminations. These awards do not provide for retirement eligibility treatment or for vesting acceleration upon an involuntary termination other than upon a qualifying termination following a change-in-control, as described above. |

  150. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  151. Option Exercises and Stock Vested

    | | Option Awards(1) | | Stock Awards(3) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | J. Marks | – | – | 115,141 | 9,557,571 | | A. Maheshwari | – | – | 27,432 | 2,278,763 | | P. Zheng | 6,206 | 150,654 | 31,521 | 2,604,132 |

  152. Option Exercises and Stock Vested

    | (1) Vested UTC SARs were converted into vested Otis, Carrier and RTX awards in connection with the Separation. During 2023, Mr. Zheng exercised a portion of his RTX and/or Carrier SARs, as applicable, and received $1,001,011. This amount is not included in the table. For more information on the conversion, see Note 13: Employee Benefit Plans to the Consolidated Statements to our 2020 Form 10-K. |

  153. Option Exercises and Stock Vested

    | (2) The value realized was calculated by multiplying the number of shares acquired upon exercise of the Otis SARs by the difference between the price of our common stock at the time of exercise and the exercise price. |

  154. Option Exercises and Stock Vested

    | (3) These represent RSUs that vested in 2023, including the Founders Grants, and shares withheld to satisfy FICA taxes that were due on Mr. Zheng’s unvested RSU awards because he is retirement eligible. The value realized on vesting is calculated by multiplying the number of vested Otis RSUs by the market price of our common stock on the vesting date. |

  155. Pension Benefits

    Pension Benefits

  156. Pension Benefits

    | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | E. Miñarro Viseras | | | | | Spanish Defined Benefit – Policy 7179 | 0.25 | 3,559 | – |

  157. Pension Benefits

    | (1) The amount shown is the actuarial present value of the benefits accumulated through December 31, 2023. The present value for Mr. Miñarro Viseras under the Spanish Defined Benefit – Policy 7179 was computed using a present value factor of 0.0062 based on a discount factor for 20.75 years and a present value basis of 3.20% FASB ASC 715 discount rate as of year-end, taking into account that Mr. Miñarro Viseras only completed 0.25 of his expected 21 years of service for his expected normal retirement age of 67 under current Spanish laws. For purposes of the value above, the benefit shown assumes payment in the form of a lump sum at age 67 and reflects both employee and employer-funded portions. For more information on the Spanish Defined Benefit – Policy 7179, see “Retirement and deferred compensation benefits” on pages 63-65. |

  158. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  159. Nonqualified Deferred Compensation

    | Plan(1) | Executive Contributions in Last Fiscal Year ($)(2) | Registrant Contributions in Last Fiscal Year ($)(3) | Aggregate Earnings in Last Fiscal Year ($)(4) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(5) | | J. Marks | | | | | | | SRP | 179,937 | 107,962 | 185,687 | – | 1,316,708 | | CACEP | – | 200,879 | 25,248 | – | 955,964 | | DCP | 653,400 | 23,522 | 166,999 | – | 3,485,219 | | A. Maheshwari | | | | | | | SRP | 37,645 | 22,587 | 3,728 | – | 63,960 | | CACEP | – | 61,390 | 1,103 | – | 62,493 | | P. Zheng | | | | | | | SRP | 50,080 | 30,048 | 117,734 | – | 679,781 | | CACEP | – | 45,907 | 10,976 | – | 398,707 |

  160. Nonqualified Deferred Compensation

    | (1) Ms. Embree does not currently have any account balances in the deferred compensation arrangements, and Mr. Miñarro Viseras is not eligible to participate in any of the deferred compensation arrangements. For more information on the SRP, CACEP and the DCP, see “Retirement and deferred compensation benefits” on pages 63-65. |

  161. Nonqualified Deferred Compensation

    | (2) Amounts shown are included in the “Salary” and “Non-Equity Incentive Plan” columns, as applicable, of the Summary Compensation Table. |

  162. Nonqualified Deferred Compensation

    | (3) Amounts shown are included in the “All Other Compensation” column of the Summary Compensation Table. |

  163. Nonqualified Deferred Compensation

    | (4) Amounts shown reflect hypothetical investment returns to accounts based in fixed income, bond, target date and equity indices selected by the NEO. These returns do not constitute above-market earnings. |

  164. Nonqualified Deferred Compensation

    | (5) Amounts shown reflect the sum of contributions (both by the NEO and Otis) and credited earnings on those deferrals, less withdrawals. There were no withdrawals in 2023. Of these totals, the following amounts have been included in the Summary Compensation Table in prior years: Ms. Marks ($1,480,410) and Mr. Zheng ($344,973). |

  165. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  166. Potential Payments Upon Termination or Change in Control

    | Payment Type | J. Marks ($) | A. Maheshwari ($) | P. Zheng ($) | T. Embree ($) | E. Miñarro Viseras ($) | | Involuntary Termination for Cause | | | | | | | Severance Cash Payment | – | – | – | – | – | | STI Payment(1) | – | – | – | – | – | | Pension Benefit(2) | – | – | – | – | – | | Option / SAR Value(3) | – | – | – | – | – | | Stock Awards Value(3) | – | – | – | – | – | | Sub-Total | – | – | – | – | – | | Less: Vested Pension(4) | – | – | – | – | – | | Total | – | – | – | – | – |

  167. Potential Payments Upon Termination or Change in Control

    | Payment Type | J. Marks ($) | A. Maheshwari ($) | P. Zheng ($) | T. Embree ($) | E. Miñarro Viseras ($) | | Voluntary Termination / Resignation | | | | | | | Severance Cash Payment | – | – | – | – | – | | STI Payment(1) | – | – | – | – | – | | Pension Benefit(2) | – | – | – | – | – | | Option / SAR Value(4,5,6) | – | – | 270,402 | – | – | | Stock Awards Value(4,5,6,7) | – | – | 2,982,841 | – | – | | Sub-Total | – | – | 3,253,243 | – | – | | Less: Vested Pension and Equity(4) | – | – | -3,253,243 | – | – | | Total | – | – | – | – | – |

  168. Potential Payments Upon Termination or Change in Control

    | Payment Type | J. Marks ($) | A. Maheshwari ($) | P. Zheng ($) | T. Embree ($) | E. Miñarro Viseras ($) | | Involuntary Termination without Cause | | | | | | | Severance Cash Payment(8) | 2,226,219 | 1,512,000 | – | 1,330,000 | 1,314,674 | | STI Payment(1,8) | 2,450,000 | 840,000 | 574,000 | 137,000 | 147,723 | | Pension Benefit(2) | – | – | – | – | – | | Option / SAR Value(4,5,6) | 1,383,777 | 106,157 | 270,402 | – | – | | Stock Awards Value(4,5,6,7) | 20,726,083 | 1,559,730 | 4,713,011 | – | – | | Other Benefits(8) | 40,467 | 40,242 | 39,967 | 40,242 | 19,725 | | Sub-Total | 26,826,546 | 4,058,129 | 5,597,380 | 1,507,242 | 1,482,122 | | Less: Vested Pension and Equity(4) | – | – | -3,253,243 | – | – | | Total | 26,826,546 | 4,058,129 | 2,344,137 | 1,507,242 | 1,482,122 |

  169. Potential Payments Upon Termination or Change in Control

    | Payment Type | J. Marks ($) | A. Maheshwari ($) | P. Zheng ($) | T. Embree ($) | E. Miñarro Viseras ($) | | Death / Disability | | | | | | | Severance Cash Payment | – | – | – | – | – | | STI Payment(1,9) | 2,450,000 | 840,000 | 574,000 | 137,000 | 147,723 | | Pension Benefit(2) | – | – | – | – | – | | Option / SAR Value(10,11) | 2,513,288 | 563,887 | 374,739 | 321,260 | 321,260 | | Stock Awards Value(10,11) | 32,858,484 | 4,490,499 | 6,212,170 | 6,137,374 | 5,069,728 | | Sub-Total | 37,821,772 | 5,894,386 | 7,160,909 | 6,595,634 | 5,538,711 | | Less: Vested Pension and Equity(4) | – | – | -3,253,243 | – | – | | Total | 37,821,772 | 5,894,386 | 3,907,666 | 6,595,634 | 5,538,711 |

  170. Potential Payments Upon Termination or Change in Control

    | Payment Type | J. Marks ($) | A. Maheshwari ($) | P. Zheng ($) | T. Embree ($) | E. Miñarro Viseras ($) | | Qualifying Termination within 2 Years Following a Change in Control | | | | | | | Severance Cash Payment(12) | 10,725,000 | 3,024,000 | 2,437,200 | 2,660,000 | 2,629,348 | | STI Payment(1,12) | 2,450,000 | 840,000 | 574,000 | 137,000 | 147,723 | | Pension Benefit(2) | – | – | – | – | – | | Option / SAR Value(13) | 2,513,288 | 563,887 | 374,739 | 321,260 | 321,260 | | Stock Awards Value(13) | 32,858,484 | 4,490,499 | 6,212,170 | 6,137,374 | 5,069,728 | | Other Benefits(12) | 56,467 | 56,242 | 55,967 | 56,242 | 35,725 | | Sub-Total | 48,603,239 | 8,974,628 | 9,654,076 | 9,311,876 | 8,203,784 | | Less: Vested Pension and Equity(4) | – | – | -3,253,243 | – | – | | Total | 48,603,239 | 8,974,628 | 6,400,833 | 9,311,876 | 8,203,784 |

  171. Potential Payments Upon Termination or Change in Control

    | (1) Under our STI program, executives must be employed on the payment date to be eligible to receive their STI payouts, except in the event of a qualifying termination of employment following a change in control. As a result, the STI payouts are not deemed accrued as of December 31, 2023, and are included in this table upon the applicable event. |

  172. Potential Payments Upon Termination or Change in Control

    | (2) Under the Spanish Defined Benefit – Policy 7179, Mr. Miñarro Viseras will not be entitled to any company pension benefits unless he terminates employment and elects retirement with the Spanish social contribution system. Due to his age as of December 31, 2023, he will not be entitled to retire and therefore will not be eligible to receive the company pension benefits. |

  173. Potential Payments Upon Termination or Change in Control

    | (3) Outstanding equity awards will be forfeited upon an involuntary termination for cause. |

  174. Potential Payments Upon Termination or Change in Control

    | (4) Equity awards are valued based on the closing price of our common stock ($89.47) on the last trading day of 2023. If an NEO qualifies for retirement treatment (see footnotes (5) and (7) below) for their unvested awards, the value of that equity is included in the “Less: Vested Pension and Equity” rows. The value of vested and exercisable SARs is not included in this table since an NEO is entitled to receive them unless the NEO is terminated for cause. |

  175. Potential Payments Upon Termination or Change in Control

    | (5) Awards held for less than one year from the grant date will be forfeited. SAR and RSU awards held for more than one year will fully vest if the executive qualifies for retirement treatment, which is defined under our outstanding awards as either (i) age 65; or (ii) age 55 plus 10 or more years of service. PSU awards held for more than a year by an executive who has met this retirement eligibility will remain outstanding and be eligible to vest subject to achievement of the performance goals as determined by the Compensation Committee, and be subject to prior elections made by the applicable executives under the LTIP PSU Deferral Plan, if any. Vested SARs will be exercisable by retirement-eligible executives until the expiration of their term. Mr. Zheng has attained age 55 with more than 10 years of continuous service and has met retirement eligibility. UTC entered into an agreement with Ms. Marks on February 3, 2020, that provides retirement treatment for her UTC awards converted to Otis awards in the event of an involuntary termination other than for cause. Ms. Marks does not qualify for retirement eligibility for her other Otis awards. Ms. Embree and Messrs. Maheshwari and Miñarro Viseras do not qualify for retirement eligibility. Non-retirement-eligible executives will forfeit their unvested awards upon a voluntary termination. These executives will, however, vest in a prorated portion of their RSUs and SARs held for more than one year upon an involuntary termination other than for cause. For these executives, PSUs held for more than one year will, upon an involuntary termination other than for cause, prorate under the same basis and remain eligible to vest upon achievement of the performance goals as determined by the Compensation Committee, and be subject to the prior elections made by the applicable executives under the LTIP PSU Deferral Plan, if any. Vested SARs may be exercised by a non-retirement-eligible executive for up to one year following an involuntary termination other than for cause and for up to 90 days following a voluntary termination (in each case until the expiration of their term, if earlier). Ms. Embree and Mr. Miñarro Viseras do not hold any awards older than one year. As a result, they will forfeit their unvested awards upon a voluntary or an involuntary termination other than for cause. |

  176. Potential Payments Upon Termination or Change in Control

    | (6) Special out-of-cycle awards do not have retirement eligibility treatment provisions. As a result, the executives will forfeit their unvested out-of-cycle awards upon a voluntary termination or an involuntary termination other than for cause. |

  177. Potential Payments Upon Termination or Change in Control

    | (7) ELG RSU awards vest upon retirement on or after age 62 or in the case of a “mutually agreeable separation” (as defined on page 61) following three years of ELG service. Ms. Marks and Mr. Zheng are the only NEOs with an ELG RSU award. Both of them have met this service condition and will receive these vested awards upon a mutually agreeable separation or upon retirement on or after age 62. |

  178. Potential Payments Upon Termination or Change in Control

    | (8) The Severance Plan provides for the following payments and benefits: a lump-sum payment equal to one times (1.5X for the CEO) the sum of the executive’s annual base salary and target annual STI award; a prorated STI payout for the year of termination based on actual performance; and other benefits (continued healthcare benefits for the executive and eligible dependents for up to 12 months at no cost and outplacement services for up to 12 months). The value of any cash severance payable under the Severance Plan to an ELG member will be reduced by the value of the executive’s ELG RSU grant that vests upon the executive’s termination, if any, as well as by any other severance benefits that the executive is entitled to receive upon termination of employment. For Mr. Zheng, this netting will result in zero cash severance payment assuming a December 31, 2023, termination of employment. |

  179. Potential Payments Upon Termination or Change in Control

    | (9) Under our STI program, the Compensation Committee has discretion to determine what payment, if any, will be made in the event of an executive's death or disability. We have assumed that the executive or executive's estate, as applicable, will receive their STI award based on actual performance as determined as of the date of death or disability. |

  180. Potential Payments Upon Termination or Change in Control

    | (10) Upon death, RSUs will vest and be converted to shares of common stock to be delivered to the executive’s estate. All PSUs will vest at death and be converted to shares of Otis common stock to be delivered to the executive’s estate at (i) maximum performance level based on vesting estimates as of December 31, 2023, for the 2021 PSU awards, and (ii) target performance (or such greater amount as determined by the Compensation Committee in its discretion) for the other PSU awards. The PSUs will be subject to the prior elections made by the applicable executives under the LTIP PSU Deferral Plan, if any. All unvested SARs will vest at death and become exercisable. The executive's estate will have three years from the death (or until the expiration of the SAR, if earlier) to exercise all outstanding SARs. If a SAR expires prior to the expiration of that three-year exercise period, the SAR will be deemed to be exercised by the estate at the SAR expiration date. ELG RSU awards also vest on death. |

  181. Potential Payments Upon Termination or Change in Control

    | (11) Upon disability (as defined in our LTI program), all awards will fully vest, with the PSUs being converted at (i) maximum performance level based on vesting estimates as of December 31, 2023, for the 2021 PSU awards, and (ii) target performance (or such greater amount as determined by the Compensation Committee) for the other PSU awards, and be subject to the prior elections made by the applicable executives under the LTIP PSU Deferral Plan, if any. Vested SARs may be exercised for up to three years from the termination date or the vesting date if later (but no later than the expiration of the applicable term), provided that if a SAR expires prior to the expiration of that three-year exercise period, the SAR will be deemed to be exercised by the NEO at the SAR expiration date. ELG RSU awards also vest upon disability. The ELG long-term disability program provides an annual benefit upon disability that is equal to 80% of base salary plus target STI payment. |

  182. Potential Payments Upon Termination or Change in Control

    | (12) All the NEOs are eligible for change in control benefits under our Change in Control Severance Plan, which is described on pages 61-62. Upon a qualifying termination within two years following a change in control, the executive will receive a lump-sum payment equal to the sum of their annual base salary and target annual STI award (3X for the CEO and 2X for the other NEOs); a prorated portion of their STI award for the year of termination; and other benefits (continued healthcare benefits for the executive and eligible dependents for up to 12 months at no cost; and financial planning and outplacement services, each for up to 12 months). Amounts reported in this table do not reflect the impact of the better net after-tax cutback that may apply under the terms of the Change in Control Severance Plan if the golden parachute excise tax imposed under Sections 280G and 4999 of the IRC would otherwise apply. |

  183. Potential Payments Upon Termination or Change in Control

    | (13) In the event of a qualifying termination within two years following a change-in-control, our LTI program provides for the accelerated vesting of all outstanding equity awards (including awards outstanding for less than one year, special out-of-cycle awards and ELG RSU awards), with the PSUs that become vested upon such qualifying termination subject to the prior elections made by the applicable executives under the LTIP PSU Deferral Plan, if any. The applicable PSU performance goals will be deemed to be achieved at the greater of target and actual performance as determined by the Compensation Committee prior to the change-in-control. Amounts shown assume estimated PSU payouts based on projected performance for the 2022 and 2023 awards and actual performance for the 2021 PSU awards. All values shown reflect the closing price of our common stock ($89.47) on the last trading day of 2023. |

  184. CEO pay ratio

    CEO pay ratio As required by the applicable SEC rules, we are providing the following information regarding the ratio of the annual total compensation of Ms. Marks, our CEO, to the annual total compensation of our median colleague.

  185. Fiscal year 2023 CEO pay ratio determination

    Fiscal year 2023 CEO pay ratio determination In determining our CEO pay ratio for fiscal year 2023, we concluded there were no changes to our colleague population or compensation arrangements that would significantly change our pay ratio disclosure. We used the same median colleague as last year, as permitted by the SEC rules. Using the same methodology as for 2021 and 2022, we determined that for 2023, Ms. Marks’ annual total compensation was $15,924,194, and the annual total compensation of our median colleague was $49,048, resulting in a ratio of 325:1. We believe this pay ratio is a reasonable estimate based on the methodology and assumptions described above.

  186. Comparing pay ratios of other companies

    Comparing pay ratios of other companies Because SEC rules allow companies to use different methodologies, exclusions, estimates and assumptions in calculating their CEO pay ratios, our CEO pay ratio may not be comparable to those reported by other companies.

  187. Pay versus performance

    Pay versus performance The following section has been prepared in accordance with the SEC’s pay versus performance (“PvP”) disclosure rule. The PvP rule requires public companies to disclose information reflecting the relationship between the company’s financial performance and a new definition of pay, referred to as “Compensation Actually Paid.” The Compensation Actually Paid amounts shown below do not reflect actual compensation paid to or earned by our NEOs, and Compensation Actually Paid was not used by the Compensation Committee to make any compensation decisions. The table below includes the required PvP disclosures for the Principal Executive Officer (“PEO”) and the average non-PEO NEO for fiscal years 2023, 2022, 2021 and 2020. Detailed information on the calculation of the Compensation Actually Paid amounts for the applicable year can be found in footnote (2) below.

  188. Pay versus performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 investment based on: | | Net Income ($M)(5) | Adjusted Earnings Per Share ($)(6) | | | | | | | Otis TSR(4) | Peer Group TSR(4) | | | | 2023 | 15,924,194 | 21,050,577 | 5,576,098 | 6,457,863 | 199 | 216 | 1,406 | 3.54 | | 2022 | 14,477,875 | 15,281,897 | 3,457,622 | 2,196,543 | 172 | 183 | 1,253 | 3.17 | | 2021 | 13,770,306 | 26,766,637 | 3,956,450 | 7,555,268 | 188 | 193 | 1,246 | 3.01 | | 2020 | 11,987,312 | 17,995,581 | 4,508,897 | 5,098,198 | 144 | 160 | 906 | 2.52 |

  189. Pay versus performance

    | (1) The PEO for each year shown in this table is Ms. Marks. |

  190. Pay versus performance

    | (2) The year-over-year variation in the amounts reported is highly correlated with changes in our stock price. In 2023, Otis hired Ms. Embree and Mr. Miñarro Viseras. They contributed to the higher “Average Compensation Actually Paid to non-PEO NEOs” amount reported for 2023 due to their sign-on awards. In contrast, in 2022, our former CFO left employment and forfeited certain equity awards granted to him. His departure contributed to the lower “Average Compensation Actually Paid to non-PEO NEOs” amount reported for 2022.The following tables set forth the adjustments made from the Summary Compensation Table total for the PEO and the Average Summary Compensation Table total for the non-PEO NEOs to determine the Compensation Actually Paid to the PEO and Average Compensation Actually Paid to the non-PEO NEOs under the rule. |

  191. Pay versus performance

    | Adjustments from Summary Compensation Table Total for PEO | 2023 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | -11,672,600 | | Increase based on fair value of awards granted during year that remain unvested as of year-end, determined as of year-end(8) | 12,222,301 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end(8) | 2,971,889 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(8) | 1,072,146 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | 532,647 | | Total Adjustments | 5,126,383 |

  192. Pay versus performance

    | Adjustments from Average Summary Compensation Table Total for Non-PEO NEOs | 2023 | | Average deduction for change in actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column in the Summary Compensation Table(7) | -890 | | Average increase for service cost of pension plans(7) | 2,250 | | Average deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | -3,881,172 | | Average increase based on fair value of awards granted during year that remain unvested as of year-end, determined as of year-end(8) | 4,400,944 | | Average increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end(8) | 192,372 | | Average increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during year(8) | 105,847 | | Average deduction of fair value of awards granted prior to year that were forfeited during year(8) | – | | Average increase based on dividends or other earnings paid during year prior to vesting date of award | 62,414 | | Total Adjustments | 881,765 |

  193. Pay versus performance

    | (3) The names of the non-PEO NEOs in each fiscal year are listed in the table below. |

  194. Pay versus performance

    | 2023 | 2022 | 2021 | 2020 | | A. Maheshwari | A. Maheshwari | R. Ghai | R. Ghai | | P. Zheng | R. Ghai | P. Zheng | P. Zheng | | T. Embree | P. Zheng | N. LaFreniere | N. LaFreniere | | E. Miñarro Viseras | N. LaFreniere | S. de Montlivault | S. de Montlivault | | | S. de Montlivault | | M. Eubanks |

  195. Pay versus performance

    | (4) Otis became an independent publicly traded company on April 3, 2020. The TSR calculations for Otis and the Peer Group are based on a fixed $100 investment from April 3, 2020, through the end of 2023, assuming reinvestment of dividends until the last day of each reporting fiscal year. The Peer Group, for purpose of this table, is the S&P 500 Industrials Sector Index. |

  196. Pay versus performance

    | (5) This represents Otis’ net income calculated in accordance with GAAP. |

  197. Pay versus performance

    | (6) The Compensation Committee has made the assessment that adjusted earnings per share (“adjusted EPS”), which is calculated on a diluted basis, represents the most important financial measure used by Otis to link Compensation Actually Paid to our PEO and non-PEO NEOs for 2023 to our performance. Adjusted EPS is the performance measure that has the greatest weighting under our PSUs. We grant 50% of each NEO’s LTI opportunity as PSUs. See Appendix A on pages 98-101 for information on how adjusted EPS is calculated from our audited financial statements. |

  198. Pay versus performance

    | (7) Ms. LaFreniere is a participant in the PPP, and Messrs. de Montlivault and Miñarro Viseras participate in the TCN Plan and the Spanish Defined Benefit – Policy 7179, respectively. None of our other NEOs participate in an Otis-sponsored pension plan. |

  199. Pay versus performance

    | (8) For awards granted prior to 2020, we measure the increase or decrease in fair value from April 3, 2020, the date we became an independent publicly traded company. A binomial lattice model was used to estimate the fair value of the SARs. Fair values for our PSUs, which are partly market-based awards because of the TSR multiplier, are based on a Monte Carlo valuation if the PSU TSR measurement period has not ended (i.e., for the 2022 PSUs and 2023 PSUs). Both models are consistent with the grant-date valuation models used for valuations under FASB ASC 718. Below is a description of the assumptions made for the valuations of the SARs and 2022 and 2023 PSUs. |

  200. Pay versus performance

    | | Valuations performed for 2023 | | PSUs | | | Range of Weighted Financial Metric Multipliers | 90 – 100% | | TSR Realized Performance (percentile) | 45th – 51st | | Historical Volatility | 19% – 23% | | Risk-Free Interest Rate | 4.13% – 4.67% |

  201. Pay versus performance

    | | Valuations performed for 2023 | | SARs | | | Expected Term (years) | 2.3 – 5.2 | | Exercise Price | $51.81 – $85.23 | | Blended Volatility | 26% – 30% | | Dividend Yield | 1.4% – 1.6% | | Risk-Free Interest Rate | 3.6% – 4.7% |

  202. Pay versus performance

    Expected term estimates for measurements in the current fiscal year were calculated by taking the difference between (i) the expected term as of the grant date of the SARs and (ii) the time since grant. This difference was then divided by the stock-to-exercise price ratio as of the applicable measurement date, therefore, shortening the term for the SARs since all the SARs are in-the-money at the applicable measurement date. The Blended Volatility is calculated as an average of the peer and historical volatility on the measurement date. Historical Volatility is calculated from daily Otis stock prices, term matched for the expected term (consistent with the approach used for the grant-date valuation of options). Peer volatility is calculated based on the average of the volatility of the peer group within the industry. Dividend Yield is calculated as the quarterly dividend amount divided by the three-month average stock price on the valuation date, annualized and continuously compounded. Risk-free interest rate is the continuously compounded, term-matching, zero-coupon rate from applicable measurement date. Estimated fair values of the unvested PSU awards which vest based upon financial performance metrics and a relative TSR modifier, were valued using a Monte Carlo simulation as of December 31, 2023:

  203. Pay versus performance

    | Award | TSR Modifier Fair Value (per target shares)(a) | TSR Modifier Fair Value Factor (as % of valuation date stock price) | | 2023 PSU | $91.00 | 101.71% | | 2022 PSU | $89.15 | 99.64% |

  204. Pay versus performance

    As the TSR performance period for the 2021 PSUs was completed as of December 31, 2023, no TSR modifier was calculated for the relevant 2023 valuations. To calculate total PSU fair value as of each measurement date for each NEO, the TSR modifier fair value shown in the table above was multiplied by (i) the corresponding expected payout from the performance goals described on pages 54-57 and (ii) the number of target performance units unvested and outstanding plus dividend equivalent units accrued at the time.

  205. Pay versus performance

    | (a) Target shares are defined as a payout of 100%, such that the maximum payout is 120% given the TSR multiplier. |

  206. Pay versus performance relationships

    Pay versus performance relationships The graphs below illustrate the relationship between Compensation Actually Paid and

  207. Pay versus performance relationships

    | • | Cumulative TSR for Otis and the Peer Group |

  208. Pay versus performance relationships

    | • | Otis’ adjusted EPS |

  209. Pay versus performance relationships

    | • | Otis’ net income |