DEF 14A of Otis Worldwide Corp
Filed Apr 17, 2026 · FY20250001140361-26-015389
Our director nominees
Our director nominees The Board has nominated 10 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 bring 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. Each nominee, with the exception of Judy Marks, Otis’ Chair, Chief Executive Officer and President, is an independent director. Each nominee, with the exception of Judy Marks and Christopher Kearney, also serves on one or more of our standing committees of the Board.
Our director nominees
| BOARD OF DIRECTORS | | | | | | Thomas A. Bartlett, 67 Former President and Chief Executive Officer, American Tower Corporation Board committees: Audit, Nominations and Governance Director since October 2023 | | Jeffrey H. Black, 71 Former Senior Partner and Vice Chairman, Deloitte LLP Board committees: Audit (Chair) Director since April 2020 | | | Jill C. Brannon, 62 Executive Vice President, Chief Sales Officer, FedEx Corporation Board committees: Audit, Nominations and Governance Director since October 2023 | | Nelda J. Connors, 60 Founder and Chief Executive Officer, Pine Grove Holdings, LLC Board committees: Audit, Compensation Director since October 2022 | | | Kathy Hopinkah Hannan, 64 Former Global Lead Partner, National Managing Partner and Vice Chairman, KPMG, LLP Board committees: Compensation (Chair) Director since April 2020 | | Christopher J. Kearney, 70 Former Chairman, President and Chief Executive Officer, SPX Corporation Board committees: None Director since April 2020 | | | Judith F. Marks, 62 Chair, Chief Executive Officer and President, Otis Worldwide Corporation Board committees: None Director since April 2020 | | Margaret M. V. Preston, 68 Managing Director, Cohen Klingenstein, LLC Board committees: Nominations and Governance (Chair) Director since April 2020 | | | Shelley Stewart, Jr., 73 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, 68 Former Chairman and Chief Executive Officer, Global Brass and Copper Holdings, Inc. Board committees: Compensation Director since April 2020 |
BOARD OF DIRECTORS
BOARD OF DIRECTORS The full Board has oversight responsibility for the following areas of risk and risk management:
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| • | Overall risk management program and structure, and risk tolerance levels |
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| • | Selection and retention of senior executive management |
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| • | Company culture and engagement |
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| • | Management succession planning and development |
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| • | Business objectives and major strategies |
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| • | Risks deemed significant |
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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 its standing 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:
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| AUDIT COMMITTEE • Enterprise Risk Management (ERM) • Financial statements and disclosures, reporting and controls • Legal, ethical and regulatory compliance • Financial, including policies related to investments, uses of cash and taxes • Cybersecurity, privacy and artificial intelligence (“AI”) governance • 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 • Director independence • 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 |
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| SUCCESSION PLANNING | | | Executive Succession | | | Management succession planning is a core governance priority for the Board. All directors have experience overseeing successful leadership transition processes or executive development programs. | | | The Board regularly reviews executive and CEO succession priorities in Executive Board sessions of the independent directors. We believe that effective succession planning requires ongoing attention and preparation for both planned and emergency-style transitions. | | | Independent directors maintain strong visibility into the company’s leadership pipeline through year-round interactions and structured inputs, including regular discussions with the CEO regarding senior leadership performance and readiness, as well as formal talent reviews that assess current performance, future potential and development needs of executive leaders. This process supports the Board in identifying gaps and overseeing the implementation of targeted actions such as development plans, coaching and career-growth opportunities. | | | The independent directors have an opportunity to form their independent assessment of senior leader readiness through ongoing engagement, including: | | | • | Formal presentations by senior leaders at regularly scheduled Board and committee meetings | | • | Discussions with leadership during the Board’s annual strategy review | | • | Informal dinners between independent directors and senior Otis leaders | | • | Periodic Board site visits to Otis locations around the world | | • | Updates on career development programs and rotational assignments | | To complement our robust internal assessment process, the Board also retains a specialized third-party advisor to identify and evaluate a pipeline of potential external candidates consistent with external market environment expectations and our strategic business priorities. | | | We believe this comprehensive approach to management succession planning positions the company for seamless future leadership transitions and reinforces a culture of continuous learning, mentorship and career development across the organization. | |
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| CYBERSECURITY & ARTIFICIAL INTELLIGENCE | | The Audit Committee is responsible for overseeing Otis’ cybersecurity program and artificial intelligence (“AI”) governance model as part of its broader risk management and compliance oversight responsibilities. Otis has extensive experience applying predictive AI across its operations and multiple product offerings, supported by mature processes and controls developed over many years. As Generative AI and Agentic AI capabilities continue to emerge, the company is building on these proven frameworks to deploy AI responsibly, manage risk effectively, and maximize business value. The Board receives regular updates on AI strategy and risk management to support informed oversight of both opportunities and challenges associated with AI deployment. | | Otis has taken a risk-based approach to cybersecurity and AI adoption. 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. We have implemented cybersecurity policies throughout our operations, including designing and incorporating cybersecurity into our products and services while they are being developed. Otis and the Board believe that AI capabilities need to be implemented quickly in a manner that both manages risk and maximizes the benefits that this new technology can deliver. | | 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. In 2025, Audit Committee members participated in a simulated cyber incident tabletop exercise involving a cyber event coinciding with the earnings cycle. 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. | | AI governance and adoption are overseen by our CDO and a dedicated AI Governance Council, who work together to develop Otis’ AI vision and ensure adherence to our principles for responsible and ethical AI use. We established a structured framework for selecting AI pilot initiatives to ensure thoughtful prioritization and strong outcome measurement in ways that enhance operational efficiency while managing associated risks. The Audit Committee has responsibility for overseeing AI governance while the full Board monitors AI strategy. In 2025, the Board received a briefing from an outside AI expert and management presentations that included demonstrations and explanations of AI use cases. | | Our CDO and CISO each have extensive 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. These include Certified Information Security Manager certification and National Association of Corporate Directors (NACD) Cyber training. All Otis colleagues engaged in cybersecurity work 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). In addition, several members of our Board hold cyber certifications, including CERT Certificates in Cybersecurity and AI Oversight issued by the CERT Division of the Software Engineering Institute at Carnegie Mellon University and an AICPA Cybersecurity PA Certificate. |
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| SUSTAINABILITY PROGRAMS | | Otis’ four sustainability pillars – Health & Safety, Environment & Impact, People & Communities, and Governance & Accountability – are embedded into our core business strategy and our Otis Absolutes, driving long-term value for all our stakeholders and the broader communities where we live and work. Our sustainability governance model is aligned with our strategic priorities and corporate vision, with active oversight and robust engagement by the Board and its committees. For example, the safety of our colleagues and the riding public is of the utmost importance to the Board and the company as a reflection of our core values. This commitment contributes to making Otis the employer of choice for field professionals and the supplier of choice for many of our customers. | | At the management level, functional leaders are accountable for sustainability-related matters within their respective areas, under the direct oversight of the CEO and, ultimately, the Board, primarily through the Nominations and Governance Committee. These leaders are supported by cross-functional committees and workstreams that integrate sustainability considerations into broader business strategy, and they collaborate with subject matter experts to develop and implement initiatives. | | Sustainability-Related Risks | | Sustainability-related risks and corresponding mitigation actions are managed by the applicable business function, including through regular meetings with key stakeholders. |
Our Board nominees
Our Board nominees The Board, on the recommendation of the Nominations and Governance Committee, has nominated for election the 10 individuals below, all of whom are current directors of Otis.
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, and the standing committee(s) on which the nominee serves.
Biographical information
| THOMAS A. BARTLETT | | | | INDEPENDENT DIRECTOR DIRECTOR SINCE: 2023 AGE: 67 BOARD COMMITTEES: • Audit • Nominations and Governance OTHER PUBLIC COMPANY DIRECTORSHIPS: • The Hartford (NYSE: HIG) (since 2025) • ExlService Holdings, Inc. (Nasdaq: EXLS) (since 2024) • American Tower Corporation (NYSE: AMT) (2020-2024) • Blackstone Digital Infrastructure Trust Inc. (NYSE: BXDC)(1) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Aftermarket sales & service • Audit Committee financial expert • Corporate governance • Enterprise transformation • Growth strategy | • Leadership experience outside the U.S. • Public company CEO • Risk management • Technology & innovation | | | Mr. Bartlett is a global executive and financial leader with over three decades of experience, including service as a public company CEO and CFO. He has led large-scale international expansion initiatives, overseen complex capital allocation strategies and driven innovation across technology-enabled, asset-intensive and service-focused businesses. His experience growing long-term contracted and subscription-based revenue platforms contributes to the Board’s oversight of Otis’ strategy to drive profitable service business growth. • Global growth strategy: During his tenure as both President and CEO and previously CFO of American Tower Corporation, Mr. Bartlett led the company’s operational expansion into over 20 international markets, significantly diversifying revenue streams and strengthening cash flow. Under his leadership, the company achieved an Investment Grade credit rating from all three major rating agencies and delivered cumulative total shareholder returns exceeding 500%. At Verizon Communications, he oversaw wireless and connectivity businesses spanning North America, Latin America, Europe and Asia, further strengthening his expertise in scaling global operations. • Technology leadership and digital infrastructure strategy: Mr. Bartlett led American Tower’s transformative $10.1 billion acquisition of CoreSite Realty Corporation, significantly expanding the company’s data center capabilities and positioning it as a differentiated leader in the evolving digital infrastructure ecosystem. His experience integrating digital infrastructure assets and enhancing data-driven operational capabilities supports the Board’s oversight of Otis’ connected elevator platform, digital service tools and technology-enabled modernization initiatives. • Financial expertise and capital markets leadership: As CFO of American Tower for more than a decade, Mr. Bartlett oversaw the company’s financial strategy, global capital markets activity and disciplined capital allocation across a rapidly expanding international platform. His leadership strengthened the company’s liquidity profile, funding flexibility and long-term value creation framework. CAREER HIGHLIGHTS American Tower Corporation (NYSE: AMT) • President and CEO (2020-2024) • EVP and CFO (2009-2020) Verizon Communications, Inc. (NYSE: VZ) • Corporate Controller and Treasurer (2006-2009) • Senior leadership positions across operations, finance, global business units and Verizon’s predecessor companies, including CEO of lusacell and CEO of Verizon’s Global Solutions (1984-2009) • President and CEO, Bell Atlantic’s International Wireless (1995-2000) • Area President, Verizon U.S. wireless business, Northeast and Mid-Atlantic region (1991-1995) Deloitte LLP • Analyst and Certified Public Accountant (1981-1983) | |
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| (1) Director nominee; expected to serve on BXDC board of directors starting prior to completion of upcoming initial public offering of BXDC. |
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| JEFFREY H. BLACK | | | | INDEPENDENT DIRECTOR DIRECTOR SINCE: 2020 AGE: 71 BOARD COMMITTEES: • Audit (Chair) OTHER PUBLIC COMPANY DIRECTORSHIPS: • Carter’s, Inc. (NYSE: CRI) (since 2022) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Audit Committee financial expert • Corporate governance | • Enterprise transformation • Risk management | | | Mr. Black has more than four decades of leadership experience spanning global accounting, enterprise risk governance and crisis management. Throughout his career advising large, multinational industrial companies, he has operated at the intersection of financial oversight, operational complexity and regulatory scrutiny, developing a disciplined, solutions-oriented approach to board governance. His experience strengthening audit committee effectiveness, overseeing enterprise-wide risk frameworks and leading through cyber incident resolutions enhances the Board and Audit Committee’s oversight of Otis’ financial integrity, operational resilience and global risk posture. • Finance, audit and accounting leadership: As the Senior Partner and Vice Chairman of Deloitte, Mr. Black advised multinational industrial and manufacturing companies across highly regulated and operationally complex environments. He provided guidance on financial reporting, internal controls and leading audit committee governance practices. Mr. Black advised multiple audit committees of public companies and built and led Deloitte’s Audit Committee training lab program, designed to enhance board and audit committee effectiveness and financial governance. Mr. Black is a Certified Public Accountant. • Risk management: As former Chair of the Risk Committee of Deloitte’s Board, Mr. Black oversaw enterprise-wide risk management across a global organization, including regulatory compliance, operational risk and data governance. He has extensive experience advising companies through complex regulatory matters, business disruptions and governance challenges. • Cybersecurity oversight: Mr. Black has hands-on experience leading organizations through significant cyber incidents, coordinating management, legal advisors, insurers and forensic specialists to mitigate operational and financial impact. He maintains ongoing education in cybersecurity and emerging technology risks, including AI governance, to support effective board-level oversight. His practical incident-response experience and governance expertise strengthen the Board’s oversight of cybersecurity, data protection and digital risk management across Otis’ global footprint. CAREER HIGHLIGHTS Deloitte LLP • Senior Partner and Vice Chairman (2002-2016) • Member of Board of Directors (2004-2011) Arthur Andersen, LLP • Partner-in-Charge, Metro New York audit practice (1988-2002) | |
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| JILL C. BRANNON | | | | INDEPENDENT DIRECTOR DIRECTOR SINCE: 2023 AGE: 62 BOARD COMMITTEES: • Audit • Nominations and Governance | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Aftermarket sales & service • Enterprise transformation • Growth strategy | • Leadership experience outside the U.S. • Technology & innovation | | | Ms. Brannon is a seasoned global executive with more than 30 years of experience leading customer-focused service organizations and driving disciplined, strategy-led revenue growth. As a senior executive at a Fortune 50 company, she has guided complex business and commercial strategy, sales execution and service-led growth initiatives, experience she brings to the Board’s oversight of Otis’ Service flywheel strategy and global manufacturing footprint. • Enterprise sales leadership at global scale: As Chief Sales Officer at FedEx and a member of the company’s Strategic Management Committee, Ms. Brannon leads global, customer-centric growth strategies and oversees a sales organization of more than 12,000 team members responsible for over $90 billion in worldwide revenue. She currently leads global sales initiatives tied to predictive analytics, logistics intelligence and data-driven supply-chain solutions, supporting FedEx’s shift toward predictive orchestrated logistics capabilities. • Global expansion, M&A and integration leadership: In her role as Senior Vice President of Sales for Europe, the Middle East, the Indian Subcontinent and Africa, Ms. Brannon led global acquisition, integration and market expansion efforts. She served on FedEx’s International Leadership Council, which oversaw the €4.4 billion acquisition and integration of TNT Express, and played a central role in post-acquisition commercial alignment, network integration and customer retention across international markets. • Service-led growth and technological transformation: As a key driver of FedEx’s strategic and disciplined revenue growth, Ms. Brannon has guided the success of the One FedEx operating model, enabling enterprise integration, improved network performance and more disciplined revenue growth across operating companies. She also leads customer-facing digital transformation initiatives, including the global Sales rollout of FedEx Surround®, an AI-powered monitoring solution that enhances global supply-chain visibility and service performance. CAREER HIGHLIGHTS FedEx Corporation (NYSE: FDX) • EVP, Chief Sales Officer (since 2019) • SVP, FedEx Express – Europe, Middle East, India & Africa (2015-2019) • SVP, International Sales, FedEx Services (2006-2015) • Various leadership roles, FedEx Services – Roadway Package System (FedEx Ground) – Roadway Express (1985-2006) | |
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| NELDA J. CONNORS | | | | INDEPENDENT DIRECTOR DIRECTOR SINCE: 2022 AGE: 60 BOARD COMMITTEES: • Audit • Compensation OTHER PUBLIC COMPANY DIRECTORSHIPS: • Carnival Corporation (NYSE: CCL) (since 2024) • ConocoPhillips Company (NYSE: COP) (since 2024) • Zebra Technologies Corporation (Nasdaq: ZBRA) (since 2022) • Baker Hughes Company (Nasdaq: BKR) (2020-2024) • Boston Scientific Corporation (NYSE: BSX) (2009-2024) • BorgWarner, Inc. (NYSE: BWA) (2020-2022) • EnerSys Corporation (NYSE: ENS) (2017-2021) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Audit Committee financial expert • Corporate governance • Growth strategy • Industrial & manufacturing | • Leadership experience outside the U.S. • Risk management • Technology & innovation | | | Ms. Connors brings deep expertise in global operations, engineering-driven businesses, capital allocation and complex supply chain environments from her more than three decades of senior executive leadership experience across the industrial and investment sectors. Her background leading large-scale manufacturing enterprises and aftermarket service platforms, combined with advising global public companies on strategic growth initiatives, provides a valuable perspective to the Otis Board on innovation, international expansion and long-term value creation. • Financial expertise and capital markets leadership: Ms. Connors served as President and CEO of Atkore International, then the Electrical and Metal Products division of Tyco International, which she led through its separation from Tyco and successfully positioned for its 2010 initial public offering. In this role, she had full operational oversight of a business generating approximately $2.5 billion in revenue. She also brings significant experience in financial stewardship, disciplined capital deployment and value creation as the CEO and Founder of her own private equity investment firm, where she regularly evaluates investment opportunities and guides portfolio companies through the execution of growth initiatives. • Global manufacturing and operational excellence: Ms. Connors’ global leadership career includes senior roles at Eaton Corporation, where she led the Asia-Pacific fluid power operations and commercial vehicle divisions. In these roles, she managed complex, asset-intensive manufacturing environments, international supply chains and multi-regional operations, providing firsthand experience relevant to Otis’ global manufacturing network and field operations. Through her international assignments, Ms. Connors has worked in Japan, Germany and China, providing her with global operational insights. • Technology, automation and innovation: Throughout Ms. Connors’ extensive public company board service, she has overseen significant technological innovation, including as an independent adviser to the Nissan Motor Corporation board where she guided the implementation of Nissan NEXT – a multiyear strategic plan focused on product prioritization, electrification and advanced driver-assistance technologies. While serving as a director on BorgWarner’s board, she oversaw the company’s integration with Delphi Technologies, a $3.3 billion acquisition, which significantly accelerated the company’s electrification strategy. CAREER HIGHLIGHTS Pine Grove Holdings, LLC • Founder, Chair and CEO (since 2011) Nissan Motor Corporation (OTCMKTS: NSANY) • Adviser to U.S. Board of Directors (2020-2023) Atkore International, Inc. (NYSE: ATKR) • President and CEO (2008-2011) Eaton Corporation (NYSE: ETN) • Senior operational and general management leadership positions (2002-2008) • VP and General Manager, Clutch Division, Truck Group (2007-2008) • VP and General Manager, Hydraulics Operations, Fluid Power Group – Asia-Pacific (2004-2007) Ford Motor Company (NYSE: F) • Director, Parts Supply and Logistics – Europe (1998-2001) Various executive and management positions at Chrysler Corporation and Mogami Denki (1990-2002) | |
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| KATHY HOPINKAH HANNAN | | | | INDEPENDENT DIRECTOR DIRECTOR SINCE: 2020 AGE: 64 BOARD COMMITTEES: • Compensation (Chair) OTHER PUBLIC COMPANY DIRECTORSHIPS: • Annaly Capital Management, Inc. (NYSE: NLY) (since 2019) • Ginkgo Bioworks (NYSE: DNA) (2022-2025) • Carpenter Technology Corporation (NYSE: CRS) (2022-2023) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Audit Committee financial expert • Corporate governance | • Growth strategy • Risk management | | | Dr. Hannan has over 25 years of executive leadership experience spanning global finance, human capital strategy, enterprise risk and corporate governance. She has helped multinational organizations navigate regulatory compliance, operational transformation, supply chain optimization and strategic change while sustaining performance and strengthening resilience. Her breadth of experience supports the Board’s oversight of Otis’ global growth strategy, disciplined financial management, risk governance and long-term talent priorities. • Global finance, tax and audit leadership: During her career at KPMG, including as Global Lead Partner, Dr. Hannan led large-scale international engagements for tax, audit and advisory clients in the global industrial and manufacturing sector. She held senior national and global leadership roles, managing complex business units with full P&L responsibility and leading multidisciplinary teams across corporate, international and state and local tax, as well as M&A and valuation services. She also led transformational initiatives to rebuild and enhance key functional disciplines within KPMG’s tax practice, reinforcing operational effectiveness and long-term performance. • Human capital management oversight: As Vice Chair of Human Resources at KPMG, Dr. Hannan led the firm’s North American workforce strategy, including recruitment, retention, leadership development and total rewards. Across her board and executive roles, she has advanced people-focused transformations and strengthened governance frameworks to support culture, workforce performance, succession planning and sustained growth. • Enterprise risk management and corporate governance: Dr. Hannan has advised global industrial companies on cost discipline, supply chain effectiveness and operational transformation. As a public company director, she helped guide Ginkgo Bioworks through a strategic shift toward a more scalable, service-oriented model. At Annaly Capital Management, she enhanced enterprise risk oversight by strengthening cybersecurity governance, including implementation of a cyber-risk reporting dashboard to improve Board-level visibility and accountability. She actively participates in ongoing board education programs focused on technology-related risk oversight. CAREER HIGHLIGHTS KPMG LLP • Global Lead Partner, Senior Advisor for Board Leadership Center and National Leader Total Impact Strategy (2015-2018) • National Managing Partner of Corporate Responsibility (2009-2015) • Midwest Area Managing Partner, Tax Services (2004-2009) • Vice Chairman, Human Resources (2000-2004) | |
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| CHRISTOPHER J. KEARNEY | | | | INDEPENDENT DIRECTOR DIRECTOR SINCE: 2020 AGE: 70 BOARD COMMITTEES: • None OTHER PUBLIC COMPANY DIRECTORSHIPS: • Nucor Corporation (NYSE: NUE) (since 2008) • United Technologies Corporation (former NYSE: UTX) (2018-2020) • SPX FLOW, Inc. (former NYSE: FLOW) (2015-2017) • Polypore International, Inc. (former NYSE: PPO) (2012-2015) • SPX Corporation (NYSE: SPXC) (2004-2016) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Aftermarket sales & service • Corporate governance • Enterprise transformation • Growth strategy | • Industrial & manufacturing • Public company CEO • Risk management • Technology & innovation | | | Mr. Kearney has a proven record of leading large-scale portfolio transformations, driving global expansion efforts and executing operational improvement initiatives across international industrial and manufacturing organizations, from his more than 30 years of senior leadership experience. He has led complex carve-outs, implemented disciplined capital allocation strategies and driven innovation- focused, enterprise-wide performance improvements to generate long-term shareholder value. • Enterprise transformation and disciplined M&A portfolio shaping: Over more than 18 years with SPX Corporation, culminating as Chief Executive Officer, Mr. Kearney led a comprehensive enterprise transformation that included reshaping the company into a focused, higher-margin power and energy infrastructure platform generating more than $5 billion in revenue. Through rigorous capital allocation, active portfolio management and operational integration, he enhanced strategic coherence and improved performance. His leadership culminated in the successful spin-off of SPX FLOW – then an approximately $2.5 billion revenue business with approximately 8,000 employees – positioning both companies for long-term value creation. • Global expansion and international operations: As the CEO of SPX Corporation and then SPX FLOW, Mr. Kearney led the company’s global operations across 35 countries, with commercial reach in over 150 countries. He refined the company’s operating model, expanded higher-value service and aftermarket offerings, and reinforced performance and reliability standards across mission-critical industrial systems. Under his leadership, the organization enhanced supply chain effectiveness, drove productivity improvements and strengthened customer engagement across complex regulatory and geographic environments. • Industrial technology and innovation expertise: Mr. Kearney has a strong track record of leveraging technology to drive measurable performance improvement, enhancing data transparency and embedding continuous improvement across operations. Notably, as CEO of SPX Corporation, he spearheaded a company-wide cultural transformation that embedded technology and data-driven decision-making at the core of value creation, advancing digital capabilities, modernizing commercial and aftermarket platforms and aligning innovation investments with clear return objectives and operational performance metrics. CAREER HIGHLIGHTS Eagle Marsh Holdings, LLC • Managing Partner (since 2017) SPX FLOW, Inc. (former NYSE: FLOW) • Non-Executive Chairman (2016-2017) • Chairman, President and CEO (2015) SPX Corporation (NYSE: SPXC) • Chairman, President and CEO (2007-2015) • President and CEO (2004-2007) | |
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| JUDITH F. MARKS | | | | CHAIR, CEO & PRESIDENT DIRECTOR SINCE: 2020 AGE: 62 BOARD COMMITTEES: • None OTHER PUBLIC COMPANY DIRECTORSHIPS: • Caterpillar, Inc. (NYSE: CAT) (since 2023) • Hubbell, Inc. (NYSE: HUBB) (2016-2020) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Aftermarket sales & service • Corporate governance • Enterprise transformation • Growth strategy | • Industrial & manufacturing • Public company CEO • Risk management • Technology & innovation | | | Ms. Marks contributes vast global industrial leadership experience across global enterprises. A proven operator and transformation leader, she has guided complex organizations through digital modernizations, enterprise transformation and sustained operational performance improvement. As President and CEO of Otis, she led the company’s successful launch as an independent public company and now oversees its 72,000 colleagues, supporting 2.5 million service portfolio units across over 200 countries and territories. Her deep insights into Otis’ growth strategy, operating model, culture and competitive landscape provide the Board with a valuable perspective on long-term value creation opportunities and strategic execution priorities. • Digital innovation and customer-focused modernization: Ms. Marks has accelerated Otis’ digital transformation, including the global rollout of the Otis ONE IoT platform, which applies predictive analytics and real-time data across over 1 million connected elevators to improve uptime, service productivity and customer experience. Earlier in her career, she led technology-driven businesses, including as CEO of Siemens Government Technologies, where she advanced electrification, automation and digital solutions, and at Dresser-Rand, where she championed the deployment of complex digital systems and analytics to deliver measurable performance improvements. • Aftermarket sales, service leadership and strategic transaction integration: As CEO of Siemens’ Government Technologies business, Ms. Marks oversaw service-oriented solutions supporting complex customer operations. She played a key role in the 2014 successful integration of Dresser-Rand following its $7.6 billion acquisition by Siemens AG, strengthening the combined aftermarket service footprint and aligning field service, parts and lifecycle solutions across the global energy offerings. • Industrial, manufacturing and global operations leadership: In senior leadership roles at Lockheed Martin, Ms. Marks led business units focused on transportation, security and systems integration, driving advanced solutions across civil, aviation and government markets in the United States, United Kingdom and Australia. She has overseen large-scale production environments, complex supply chains and stringent regulatory frameworks, demonstrating disciplined operational management in highly technical, safety-critical industries. CAREER HIGHLIGHTS Otis Worldwide Corporation (NYSE: OTIS) • President and CEO (since 2019) • President (2017-2019) Siemens AG (OTCMKTS: SIEGY) • CEO, Siemens USA and Dresser-Rand (2016-2017) • EVP, New Equipment Solutions, Dresser-Rand, a Siemens business (2015-2016) • President and CEO, Siemens Government Technologies (2011-2015) Lockheed Martin (NYSE: LMT) • VP, Strategy and Business Development, Electronic Systems (2009-2011) • President, Distribution Technologies, and President, Transportation & Security Solutions (2001-2009) | |
Biographical information
| MARGARET M. V. PRESTON | | | | INDEPENDENT DIRECTOR DIRECTOR SINCE: 2020 AGE: 68 BOARD COMMITTEES: • Nominations and Governance (Chair) OTHER PUBLIC COMPANY DIRECTORSHIPS: • McCormick & Company (NYSE: MKC) (since 2003) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Audit Committee financial expert • Corporate governance • Growth strategy | • Leadership experience outside the U.S. • Risk management | | | With more than four decades in global financial management, investment banking and client-focused financial services, Ms. Preston offers the Board extensive financial and operational leadership. She leverages her deep background in board governance, regulatory oversight and risk management to strengthen Board effectiveness, succession planning and governance frameworks. Her informed judgment in navigating transformative M&A transactions, cross-border integrations and compliance requirements enable her to provide rigorous oversight of global operations and sustainable business growth. • Integrated financial, operational and strategic growth: In her current role as Managing Director at an investment management firm, Ms. Preston supports the oversight of a portfolio valued at several billion dollars in assets under management. At TD Bank, Ms. Preston built the largest wealth management franchise across the Bank’s U.S. footprint. She drove new business development and client retention, expanding the firm’s strategic referral network and scaling the wealth management platform to several billion in assets under management over three years, demonstrating her ability to align governance, performance metrics and growth objectives. • Finance, investment and M&A growth strategy: As Managing Director and Regional Executive of Bank of America’s U.S. Trust, Ms. Preston was part of a leadership team that guided the $50 billion merger and integration with Merrill Lynch. Earlier, as CFO of Deutsche Bank’s Global Private Bank, she led the cross-border integration of financial controls, governance frameworks and operating structures to ensure business continuity upon the acquisition of Bankers Trust. • Global market leadership and risk management: Ms. Preston has led large-scale financial organizations across the United States and Europe, including Germany and the United Kingdom, with responsibility for P&L management, regulatory compliance and financial controls in highly regulated environments. Her international leadership experience and service on public company boards equip her to provide informed oversight of global operations, complex regulatory frameworks, enterprise risk management and succession planning CAREER HIGHLIGHTS Cohen Klingenstein, LLC • Managing Director (since 2021) TD Bank, N.A. (NYSE: TD) • SVP and Managing Director, Northern U.S. Regional Wealth Leader (2014-2019) Bank of America (NYSE: BAC) • Managing Director and Regional Executive, Private Wealth Management, U.S. Trust (2006-2014) Mercantile Safe Deposit & Trust Company • EVP, Wealth Management and Investments (2002-2006) Deutsche Bank AG • Various leadership roles at Deutsche Bank and its predecessor companies, including CFO, Deutsche Bank Global Private Bank, Senior Business Development Office, Private Bank in America and COO, Investment Banking in the Americas (1983-2002) | |
Biographical information
| SHELLEY STEWART, JR. | | | | INDEPENDENT DIRECTOR DIRECTOR SINCE: 2020 AGE: 73 BOARD COMMITTEES: • Compensation • Nominations and Governance OTHER PUBLIC COMPANY DIRECTORSHIPS: • Clean Harbors, Inc. (NYSE: CLH) (since 2022) • Kontoor Brands, Inc. (NYSE: KTB) (since 2019) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Aftermarket sales & service • Enterprise transformation | • Industrial & manufacturing • Risk management | | | Mr. Stewart is an experienced global senior leader with more than two decades of experience building, scaling and transforming global procurement and supply-chain organizations at some of the world’s largest industrial companies with important aftermarket businesses. As a hands-on operator and enterprise transformation leader, he has overseen multi-billion-dollar global spend, strengthened supply-chain resilience, and delivered sustained cost, productivity and performance improvements. His deep operational expertise and proven track record overseeing strategic transactions provide valuable insight into the oversight of Otis’ long-term performance, global operating footprint and enterprise risk profile. • Enterprise transformation and strategic transactions: At DuPont, Mr. Stewart led procurement, global sourcing and logistics, as well as real estate and facilities services. He played a significant role in the 2017 DowDuPont merger, helping to deliver approximately $1 billion in synergy savings, and supported the strategic planning and organizational design that enabled the successful, industry-transforming separation of Dow, DuPont and Corteva in 2019. • Supply chain, procurement and operational excellence leadership: Mr. Stewart joined Tyco as Vice President of Supply Chain Management, where he oversaw approximately $20 billion in procurement spend, built the company’s global supply chain organization and drove more than $1 billion in procurement cost reductions over three years. He later served as Senior Vice President of Operational Excellence and Chief Procurement Officer, with enterprise-wide responsibility for supply chain, information technology, facilities, real estate, trade compliance and Lean Six Sigma initiatives. • Global operations and international risk oversight: During his 19-year tenure at United Technologies, including as Director of Worldwide Sourcing, Mr. Stewart managed approximately $14 billion in spend, achieved $1 billion in savings over three years and reduced the supplier base by approximately 50%. In these roles, he supported worldwide manufacturing and supply chain operations and oversaw related geopolitical, regulatory and real-estate footprint risks. Across his career, he has streamlined global supply-chain operations spanning Europe, Asia and North America. CAREER HIGHLIGHTS Bottom Line Advisory LLC • Managing Partner (since 2018) E. I. du Pont de Nemours and Company (NYSE: DD) • VP, Sourcing and Logistics and Chief Procurement Officer (2012-2018) Tyco International plc (former NYSE: TYC) • SVP, Operational Excellence, Chief Procurement Officer (2005-2012) • VP, Supply Chain Management (2003-2005) Invensys Ltd. (former LSE: ISYS) • SVP, Supply Chain (2002-2003) Raytheon Corporation (NYSE: RTX) • VP, Supply Chain (2000-2002) United Technologies Corporation (former NYSE: UTX) • Director, Worldwide Sourcing; various leadership and operations positions at UTC subsidiaries including Norden Systems, Inc. and Hamilton Sunstrand (1982-2000) | |
Biographical information
| JOHN H. WALKER | | | | INDEPENDENT LEAD DIRECTOR DIRECTOR SINCE: 2020 AGE: 68 BOARD COMMITTEES: • Compensation OTHER PUBLIC COMPANY DIRECTORSHIPS: • O-I Glass, Inc. (NYSE: OI) (2019-2024) • Nucor Corporation (NYSE: NUE) (2008-2023) • United Continental Holdings, Inc. (Nasdaq: UAL) (2002-2016) • Delphi Corporation (former NYSE: DLPH) (2005-2009) | KEY QUALIFICATIONS AND EXPERIENCES | | | | • Corporate governance • Enterprise transformation • Growth strategy | • Industrial & manufacturing • Public company CEO • Risk management | | | Mr. Walker is a global industrial and manufacturing enterprise leader, with more than three decades of leadership expertise in enterprise transformation, operational turnarounds, growth strategy and sustained value creation. As CEO, he has led numerous industrial and steel companies, including metal businesses specializing in copper, steel and aluminum manufacturing. His background provides the Board with a valuable oversight perspective on global supply chain dynamics, productivity optimization, leading employee safety practices and profitable global expansion. • Enterprise transformation and rigorous financial leadership: As CEO of Global Brass and Copper, Mr. Walker led the company through significant operational improvements and strategic repositioning initiatives, strengthening the company’s market leadership and successfully positioning its $88.5 million initial public offering. Previously, as CEO of Weirton Steel Corporation, he successfully navigated the company through a highly volatile operating environment and restructuring process, restoring stability and enhancing long-term competitiveness in a cyclical industry. • Manufacturing strategy and industry-relevant operational performance: Mr. Walker’s executive leadership across industrial companies with safety-critical operations has equipped him with deep expertise in driving operational excellence, disciplined cost structures and productivity enhancements through evolving market environments. His expertise includes leading the expansion and strategic repositioning of a company’s aftermarket business, increasing the proportion of recurring, service-related revenue and strengthening earnings durability. • Corporate governance and risk oversight: With more than 20 years of public company board experience, Mr. Walker brings strong capabilities in board effectiveness, risk oversight, succession planning and governance best practices across global organizations. He has served on boards during periods of market disruption and transformation, providing balanced judgment and a pragmatic, multi-stakeholder perspective that supports long-term strategic execution and disciplined risk management. CAREER HIGHLIGHTS Global Brass and Copper Holdings, Inc. (former NYSE: BRSS) • Executive Chairman (2013-2014) • CEO (2007-2014) The Boler Company • President and CEO (2003-2006) Weirton Steel Corporation (former NYSE: WS) • CEO (2001-2003) | |
Compensation of directors
Compensation of directors
2025 non-employee director compensation
2025 non-employee director compensation The following table provides information on the compensation paid to our non-employee Board members in 2025. Ms. Marks, who, as CEO of the company, is also an employee, receives no additional compensation for her service as a director.
2025 non-employee director compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Thomas A. Bartlett | 130,000 | 195,000 | 25,000 | 350,000 | | Jeffrey H. Black | 134,000 | 201,000 | – | 335,000 | | Jill C. Brannon | – | 325,000 | – | 325,000 | | Nelda J. Connors | – | 325,000 | 25,000 | 350,000 | | Kathy Hopinkah Hannan(4) | 135,000 | 195,000 | 25,000 | 355,000 | | Shailesh G. Jejurikar(5) | – | 330,000 | – | 330,000 | | Christopher J. Kearney | 124,000 | 186,000 | – | 310,000 | | Margaret M. V. Preston | – | 330,000 | 25,000 | 355,000 | | Shelley Stewart, Jr. | 124,000 | 186,000 | 25,000 | 335,000 | | John H. Walker | – | 345,000 | 25,000 | 370,000 |
2025 non-employee director compensation
| (1) Mses. Brannon, Connors and Preston and Messrs. Jejurikar and Walker elected to receive additional DSUs in lieu of the cash portion of the annual retainer. |
2025 non-employee director compensation
| (2) The dollar values set forth under “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 11: Employee Benefit Plans to the Consolidated Financial Statements to our 2025 Form 10-K. The number of DSUs credited to each director for their annual retainer(s) was calculated by dividing the value of the award by $97.86, the closing price of our common stock on May 15, 2025, which was the date of our 2025 Annual Meeting and the date of grant. DSU awards vest on the grant date but the shares underlying the awards are not distributed until the director leaves the Board. The aggregate number of awards outstanding for each director other than Mr. Jejurikar can be found in the table on page 98. The number of DSUs held by Mr. Jejurikar as of December 31, 2025, was 24,495.369. |
2025 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 up to $25,000 per year. |
2025 non-employee director compensation
| (4) Dr. Hannan received an additional annual retainer of $5,000 in recognition of her service as Compensation Committee Chair since August 26, 2025. |
2025 non-employee director compensation
| (5) Mr. Jejurikar resigned from the Board effective September 9, 2025. |
2025 Say-on-Pay vote and related engagement
| 2025 performance highlights | Off-cycle equity awards | Succession planning | | Service-driven business model | PSU grant design | Board skills & refreshment | | Customer centricity & profitability | Short-term incentive program | Political contributions |
2025 Say-on-Pay vote and related engagement
| • | Shareholders confirmed that the 2025 Say-on-Pay vote driver was primarily an isolated event specifically resulting from the off-cycle equity awards granted to our CEO and certain NEOs in 2024. |
2025 Say-on-Pay vote and related engagement
| • | Shareholders communicated a preference for a simpler annual incentive program, providing improved transparency to investors specifically in the areas of any individual performance criteria. |
2025 Say-on-Pay vote and related engagement
| Investor Engagement Topics | Company Actions and Perspectives | | Off-Cycle Equity Awards Concerns with the off-cycle equity awards granted to our CEO and certain NEOs in 2024 | ✔ The Compensation Committee will not grant any future off-cycle equity awards to our CEO, Judy Marks ✔ For other executive officers, no future off-cycle awards will be granted, except in rare and exceptional circumstances | | PSU Grant Design While investors did not express any material concerns regarding our annual PSU program, they welcomed our proposal to enhance accountability to shareholders with go-forward PSU awards | ✔ Beginning with the company’s 2026 annual LTI grants, PSU awards are subject to a negative TSR cap which limits PSU payouts to 100% when absolute three-year cumulative period TSR is negative, irrespective of relative TSR positioning | | Short-Term Incentive Plan Design Preference for a simpler and more strategic short-term incentive program, while providing improved transparency to investors | ✔ Beginning in fiscal year 2026, the Committee has shifted to a more holistic approach by removing the ESG performance multiplier and individual multipliers from the short-term incentive program for top leadership and replacing them with a comprehensive and consistent strategic scorecard, applicable to all executives, which provides our investors with greater context to assess goal rigor and achieved results | | Succession Planning Interest in additional disclosure regarding the Board’s involvement in the succession planning process, both for the CEO as well as the broader Executive Leadership Group | ✔ Executive succession planning remains a top oversight priority for the Board, ensuring that the company is ready for both planned and emergency-style transitions for all executives ✔ To be responsive to our investors’ views, we have provided added disclosure in this Proxy Statement regarding the Board’s oversight of executive succession planning (see page 15) |
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 compensation opportunity 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, reinforcing alignment with shareholder experience. We maintain strong stock ownership requirements with hedging and pledging prohibitions. |
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 alignment with company performance 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 • Engages independent compensation consultant | • Considers the performance of ELG members and executive officers, market benchmarks, internal equity and retention risk when determining compensation recommendations • Presents the Compensation Committee with recommendations for each principal element of compensation for other ELG members (including the other NEOs) and executive officers • Has no role in the determination of her own compensation | | INDEPENDENT COMPENSATION CONSULTANT Provides expert, objective advice and support to the Compensation Committee The independent compensation consultant provides technical expertise, market analyses, strategic insights and trend data to assist the Compensation Committee on program design and compensation decision-making. | MANAGEMENT Provides insights, context and perspectives to support Compensation Committee decision-making Management collaborates closely with the Compensation Committee and its independent compensation consultant to ensure programs are compelling, fair, competitive and aligned with the company’s goals and talent strategies. |
Independent compensation consultant
Independent compensation consultant Effective August 1, 2025, the Compensation Committee retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. Prior to that date, Pearl Meyer served as the Compensation Committee’s independent compensation consultant. Pearl Meyer did not provide any services to the Compensation Committee following August 1, 2025. FW Cook advises the Compensation Committee on a variety of subjects, including compensation plan design and trends, benchmarking data and related matters. FW Cook reports directly to the Compensation Committee, participates in meetings as requested and communicates with the Compensation Committee Chair between meetings as necessary. The Compensation Committee has the sole authority to modify or approve the nature and scope of the consultant’s services, terminate its engagement and hire a replacement or an additional consultant at any time. The Compensation Committee conducts annual evaluations of its independent consultant’s performance. The Compensation Committee reviewed FW Cook’s qualifications, independence and any potential conflicts of interest and determined that FW Cook qualified as an independent consultant. In making this determination, the Compensation Committee considered, among other factors: (i) that FW Cook does not provide other services to, or receive other fees from, Otis; (ii) the amount of fees Otis paid as a percentage of FW Cook’s total revenue; (iii) the policies and procedures adopted by FW Cook to prevent conflicts of interest; (iv) any business or personal relationship of the FW Cook consultant with any member of the Compensation Committee; (v) any Otis stock owned by the FW Cook consultant; and (vi) any business or personal relationship of the FW Cook consultant or FW Cook with any Otis executive officer.
Our compensation peer group
Our compensation peer group
HOW WE USE PEER GROUP DATA
HOW WE USE PEER GROUP DATA The Compensation Committee regularly assesses the competitiveness of Otis’ executive compensation programs by comparing them to the compensation programs of U.S. publicly traded companies that make up our compensation peer group (the “Peer Group”). Survey 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 Compensation 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. Peer group data is used as one of several reference points and does not itself determine compensation outcomes.
HOW OUR PEER GROUP WAS CONSTRUCTED
HOW OUR PEER GROUP WAS CONSTRUCTED The Compensation Committee annually reviews the Peer Group and makes updates as needed to align with the established criteria and the company’s strategy. In determining the Peer Group, the Compensation Committee selects public companies that are similar to Otis in terms of industry and business profile, company size (with a focus on appropriate revenue and market capitalization ranges), global operational complexity and pay practices. In addition, the Compensation Committee considers companies that investors use to evaluate our business and performance. When selecting the 2025 Peer Group in September 2024, the Compensation Committee determined that the Peer Group previously identified continues to be appropriate and reflective of Otis’ size, business profile and competitive landscape. The Peer Group for 2025, therefore, remained unchanged from 2024 and consisted of the following 17 companies:
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. | |
HOW OUR PEER GROUP WAS CONSTRUCTED
For 2026, the Compensation Committee replaced Fortive Corporation with Ingersoll Rand Inc. in the Peer Group to ensure the group continues to reflect companies with comparable size and scale.
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, the Compensation Committee’s assessment of company-wide performance against ESG objectives, and individual performance. The program balances regional and global company-wide goals and aligns our NEOs on key performance goals critical to our near-term and long-term success. Under the STI program design, Mses. Marks and Méndez and Mr. Zheng were rewarded based on the achievement of our company-wide performance goals, while our region NEOs, Mses. Loh and Embree (for the period she served as President, Otis Americas) and Mr. Miñarro Viseras, were rewarded based on a combination of region performance goals (50% weighting) and our company-wide performance goals (50% weighting). With respect to the period during which she served as Executive Vice President, Workstream Design and Integration, Ms. Embree was rewarded based solely on the achievement of company-wide performance goals. The graphic below illustrates the 2025 STI design for our NEOs: For 2025, the Compensation Committee made targeted refinements to the STI metrics to enhance alignment with the company’s strategic priorities and evolving business mix. The orders metric was expanded from New Equipment only to include modernization, reflecting the growing contribution of modernization to sustainable growth. In addition, organic sales was replaced with net portfolio unit growth to provide a clearer measure of underlying demand and portfolio-adjusted growth. These refinements preserve the overall structure of the STI program while reflecting the company’s evolving business and growth priorities.
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. Refer to Appendix B on page 112 for information on how these goals are defined and calculated.
Financial performance goals
| | Adjusted Net Income/Operating Profit | Adjusted Free Cash Flow (FCF) | Net Portfolio Unit Growth | New Equipment and Modernization Orders Growth | | Why the performance goal was chosen by the Compensation 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. | Net Portfolio Unit Growth is a key indicator of underlying demand and activity across our business and reinforces a focus on disciplined profitable growth that supports future service revenue and long-term value creation. | New Equipment and Modernization 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 Compensation Committee continued to maintain a significant focus on Net Income (40%) and FCF (30%), which are key metrics for our business. To encourage growth, it set each of Net Portfolio Unit Growth and New Equipment and Modernization Orders Growth at 15%. | | | | | How the targets were determined | The targets for 2025 were set at levels that build upon the 2024 results achieved. The 2025 Net Income target was approximately 5.4% greater than the 2024 STI program Net Income result. The 2025 FCF target was 1.8% greater than the 2024 STI program FCF result. The 2025 Net Portfolio growth target was set at 4.1% on top of 4.2% growth in 2024. The 2025 New Equipment and Modernization Orders growth target was set at 1.9% in a stabilizing New Equipment market. | | | | | How the threshold and maximum thresholds were determined | The thresholds reflect the minimum levels at which the Compensation Committee believes payouts should be made. The maximums were set at levels that the Compensation Committee determined to have required exceptional performance in order to justify a 200% payout. | | | |
Financial performance goals
The 2025 STI target percentages were unchanged from those in effect at the end of 2024 for Mses. Méndez, Loh and Embree, and Messrs. Zheng and Miñarro Viseras. Ms. Marks’ target increased from 160% to 180% of her base salary to ensure that her STI target remained competitive externally. The 2025 STI target percentages are provided below:
Financial performance goals
| | Target % of Base Salary | | J. Marks | 180 | | C. Méndez | 100 | | P. Zheng | 90 | | E. Miñarro Viseras | 90 | | S. Loh | 85 | | T. Embree | 90 |
Financial performance goals
Our STI program provides the Compensation 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 nonrecurring charges and credits unrelated to operating performance. No adjustments were made for 2025. The following table shows the company-wide 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 multiplier and any individual performance adjustment.
Financial performance goals
| | Adjusted Net Income ($M) | | Adjusted Free Cash Flow (FCF) ($M) | | Net Portfolio Unit Gain (K units) | | New Equipment and Modernization Orders Growth % | | Total Payout % | | Performance Goals(1) | Goal $ | Payout % | Goal $ | Payout % | Goal Units | Payout % | Goal % | Payout % | | | Maximum | 1,697 | 80 | 1,700 | 60 | 107 | 30 | 12 | 30 | 200 | | Target | 1,648 | 40 | 1,600 | 30 | 97 | 15 | 2 | 15 | 100 | | Threshold | 1,566 | 20 | 1,500 | 15 | 88 | 7 | (8) | 7.5 | 50 | | 2025 Actual Results(2) | 1,577 | 23 | 1,583 | 27 | 87 | 0 | 6 | 21 | 72 |
Financial performance goals
The final 2025 STI financial payout factors for Mr. Miñarro Viseras and Ms. Loh were 69% and 46%, respectively, based on a combination of their respective region’s financial payout factor (50% weighting) and the company-wide financial payout factor (50% weighting). The final 2025 STI financial payout factor for Ms. Embree was 76%, based on (i) her region’s financial payout factor (50% weighting) and the company-wide financial payout factor (50% weighting) for the period she served as President, Otis Americas, and (ii) the company-wide financial payout factor for the period she served as Executive Vice President, Workstream Design & Integration.
Financial performance goals
| (1) Refer to Appendix B on page 112 for the definitions of the Performance Goals and Appendix A on pages 108-111 for a reconciliation of our non-GAAP financial measures and GAAP financial measures. For the purposes of 2025 STI, Adjusted Net Income was calculated at constant currency. |
Financial performance goals
| (2) The sum of the Performance Goal Payouts differs from the Total Payout due to rounding. |
DETERMINATION OF 2025 INCENTIVE PAYMENTS
| SALARY | | TARGET STI % | | FINANCIAL PERFORMANCE PAYOUT FACTOR % | | OVERALL ESG MULTIPLIER | | INDIVIDUAL PERFORMANCE PAYOUT FACTOR % | | STI PAYMENT |
DETERMINATION OF 2025 INCENTIVE PAYMENTS
| | Salary ($) | Target STI % | Financial Performance Payout Factor % | Overall ESG Multiplier | Individual Performance Payout Factor % | STI Payment ($) | | J. Marks | 1,400,000 | 180 | 72 | 1.08 | 100 | 1,965,600 | | C. Méndez | 912,281 | 100 | 72 | 1.08 | 100 | 707,402 | | P. Zheng | 720,000 | 90 | 72 | 1.08 | 100 | 505,000 | | E. Miñarro Viseras | 766,832 | 90 | 69 | 1.08 | 100 | 518,166 | | S. Loh | 681,261 | 85 | 46 | 1.08 | 100 | 289,632 | | T. Embree | 720,000 | 44.6 | 76 | 1.08 | 100 | 263,496 |
LTI compensation
LTI compensation
LTI GRANTS
LTI GRANTS Our NEOs are granted annual LTI awards. In 2025, we granted a combination of PSUs and RSUs. For our NEOs and other senior executives, 60% of the annual target LTI opportunity was awarded in PSUs and 40% in RSUs. 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 40% of the LTI opportunity was awarded as RSUs to reinforce retention. 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. The target value of the 2025 annual LTI awards, granted on February 4, 2025, to each of our NEOs is shown below:
LTI GRANTS
| | 2025 Annual PSU Awards ($) | 2025 Annual RSU Awards ($) | | J. Marks | 7,650,000 | 5,100,000 | | C. Méndez | 1,800,000 | 1,200,000 | | P. Zheng | 1,350,000 | 900,000 | | E. Miñarro Viseras | 1,650,000 | 1,100,000 | | S. Loh | 1,050,000 | 700,000 | | T. Embree | 1,500,000 | 1,000,000 |
LTI GRANTS
Ms. Embree’s 2025 LTI award was forfeited upon her termination date pursuant to the terms of the company’s 2020 Long-Term Incentive Plan.
PSUs
PSUs PSUs incentivize and reward achievement of long-term financial goals. 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 the recipient’s continued employment through that time, with exceptions for death, disability, retirement, qualifying terminations within two years following a change-in-control and certain qualifying involuntary terminations not in connection with a change-in-control. 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 Compensation Committee’s determination and certification of the achievement level of the underlying performance goals. For the 2025-2027 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 108-111.
CUMULATIVE EPS (60% WEIGHTING)
CUMULATIVE EPS (60% WEIGHTING) The graph below shows the Cumulative EPS payout factor for the 2025-2027 performance cycle at threshold performance ($11.83), target performance ($13.14) and maximum performance ($14.11). The threshold, target and maximum performance levels set for the 2025-2027 performance cycle are all greater than the corresponding levels set for 2024-2026 performance cycle.
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 2025-2027 performance cycle at threshold performance (+1.1%), target performance (+3.1%) and maximum performance (+5.1%). The threshold, target and maximum performance levels set for the 2024-2026 performance cycle were 1.1%, 3.1% and 5.1%, respectively.
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 2025-2027 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.
TSR MULTIPLIER
| | Cumulative EPS | Average Organic Sales Growth | | Why the performance goal was chosen by the Compensation 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 Compensation 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 of $13.14 requires a 6.9% compound annual growth rate and was set when we expected a 1.8% foreign currency headwind. The 3.1% Average Organic Sales Growth target was set based on historic annual organic sales growth and three-year growth rates. | | | How the maximums and thresholds were determined | The maximums were set at levels that the Compensation Committee determined to have required exceptional performance to justify a 200% payout. The thresholds reflect the minimum level at which the Compensation 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. | |
DETERMINATION OF 2023-2025 PSU VESTING
DETERMINATION OF 2023-2025 PSU VESTING We granted PSUs on February 7, 2023. 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 2023-2025 performance cycle, as well as the other performance cycles, our three-year Cumulative EPS and Average Organic Sales Growth results are measured against the pre-established goals the Compensation 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, see the discussion on pages 62-64 and Appendix A on pages 108-111. The formula to determine the number of PSUs that vested is as follows:
DETERMINATION OF 2023-2025 PSU VESTING
| TARGET PSU GRANT + REINVESTED DIVIDENDS | | WEIGHTED AVERAGE OF THE PERFORMANCE GOALS | | RELATIVE TSR MULTIPLIER | | NUMBER OF VESTED PSUS |
DETERMINATION OF 2023-2025 PSU VESTING
The performance results used to determine the final 2023-2025 PSU payout factor are set forth below.
DETERMINATION OF 2023-2025 PSU VESTING
| Performance Goals | Threshold | Target | Maximum | Actual | Weight | Payout Factor | | Cumulative EPS | $9.49 | $11.16 | $12.83 | $11.42 | 60% | 1.16 | | Average Organic Sales Growth | 1.0% | 3.0% | 5.0% | 2.4% | 40% | 0.85 | | Weighted Average of Performance Goals | | | | | | 1.03 | | Relative TSR Multiplier | | | | | | -20% | | Final Payout Factor | | | | | | 0.82 |
DETERMINATION OF 2023-2025 PSU VESTING
Holders of 2023-2025 PSUs received a payout equal to 82% of the sum of the target number of PSUs granted plus any accumulated dividend equivalents.
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 not in connection with a change-in-control. RSUs align the interests of our NEOs with shareholders and help retain executive talent.
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 each year in February. This follows the release of our annual earnings by at least two trading days to ensure that the market has adequate time to absorb our results. Off-cycle LTI awards also may be granted during the year, subject to certain commitments to limit off-cycle LTI award grants, as described above. These grants occur on a designated trading day of the month following the month in which all approvals for the grants are obtained, unless otherwise determined by the Board, the Compensation Committee or the Chair and CEO. The Compensation 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 ELG members within certain parameters. The Compensation Committee reviews the use of this delegation annually.
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 |
Employment agreements
Employment agreements None of our U.S.-based ELG members have employment agreements. The Compensation Committee does not believe that our interests are served by entering into employment contracts with U.S.-based ELG members because they limit our flexibility and often provide for guaranteed compensation levels. However, we have entered into agreements with executives whose employment arrangement is based outside of the United States, including Mses. Méndez and Loh and Mr. Miñarro Viseras, where local regulations and practices require employment agreements.
Severance and change-in-control arrangements
Severance and change-in-control arrangements All of 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 prior to the Separation. These awards, which were converted into Otis ELG RSU grants at the Separation, will vest if and only if a “qualifying separation” occurs. A “qualifying separation” would occur upon one of the following:
Severance and change-in-control arrangements
| • | A mutually agreeable termination from the company due to an ELG member’s position being eliminated or diminished by a divestiture, restructuring, shift in priorities or similar event; |
Severance and change-in-control arrangements
| • | An ELG member’s involuntary (not for cause) or voluntary (for good reason) termination within two years following a change-in- control; or |
Severance and change-in-control arrangements
| • | An ELG member retires at age 62 or older |
Severance and change-in-control arrangements
Receipt of the ELG RSU award is contingent upon the executive entering into an agreement containing a release of claims and the following post-termination restrictive covenants: (i) three-year non-competition and non-disparagement; (ii) two-year employee non-solicitation; (iii) protection of confidential, sensitive and proprietary information; and (iv) post-termination cooperation. As explained on the following page, Otis discontinued the practice of granting ELG RSU grants and instead adopted the ELG Severance Plan.
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 Compensation Committee also was motivated to adopt the Severance Plan because it wanted to provide a more market-competitive severance arrangement based on the ELG members’ 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 vary in value based on trading prices. The Severance Plan provides for the payment of severance and other benefits upon a “Qualified Termination,” which is comprised of 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 below). Subject to the execution of a release of claims and agreement to be bound by 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:
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 |
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 |
ELG SEVERANCE PLAN
| • | Continued healthcare benefits for up to 12 months at no cost to the ELG member |
ELG SEVERANCE PLAN
| • | Outplacement services for up to 12 months at no cost to the ELG member |
ELG SEVERANCE PLAN
The value of any cash severance and prorated STI 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.
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 following a change-in-control. 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:
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 |
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 for any other reason) |
CHANGE IN CONTROL SEVERANCE PLAN
| • | Up to 12 months of healthcare benefit coverage continuation at no cost to the NEO |
CHANGE IN CONTROL SEVERANCE PLAN
| • | Outplacement services for 12 months at no cost to the NEO |
CHANGE IN CONTROL SEVERANCE PLAN
| • | Continued financial planning services for 12 months at no cost to the NEO |
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. PSUs vest based on the greater of target or actual performance, determined by the Compensation Committee as of the latest practicable date prior to the change-in-control. 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:
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 |
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 |
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 |
CHANGE IN CONTROL SEVERANCE PLAN
| • | Approval by our shareholders of our complete liquidation or dissolution |
EMBREE SEPARATION
EMBREE SEPARATION Ms. Embree’s termination on June 30, 2025, constituted a “Qualified Termination” under the terms of the Severance Plan, entitling her to (i) a lump-sum payment of $1,368,000, which was equal to 1X the sum of Ms. Embree’s annual base salary and target STI for the year of termination; (ii) a prorated 2025 STI of $263,496; (iii) continued healthcare benefits for up to 12 months at no cost to her; and (iv) outplacement services for up to 12 months, all subject to Ms. Embree’s execution and non-revocation of a release of claims and agreement to non-competition and non-solicitation obligations. Additionally, Ms. Embree’s outstanding equity awards were treated in accordance with the terms of the company’s 2020 Long-Term Incentive Plan that are applicable upon an involuntary termination of employment.
Retirement and deferred compensation benefits
Retirement and deferred compensation benefits Our NEOs and former NEOs included in the “Pay versus performance” table on pages 87-90 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 pages 81-82 for more details. Except for the Savings Plan, each of the U.S. plans is nonqualified and unfunded. Ms. Méndez resides in the U.S. on a long-term assignment from Switzerland but remains eligible to participate in the local Swiss employee benefits, including cash balance benefit plans. 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.
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. 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. 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 receives the age-based company automatic contribution and is matched to the extent the DCP deferrals result in a reduction to contributions that would otherwise have been contributed under the Savings Plan, CACEP 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 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. However, if a participant terminates prior to age 50, the deferred share accounts not already in pay status will be distributed in a lump sum. |
Retirement and deferred compensation benefits
| Plan | Description | | Otis Pension Preservation Plan (“PPP”) | None of our current NEOs participate in the PPP. The PPP is a frozen defined benefit pension plan that covers salaried U.S. 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, 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. | | Switzerland Otis SA Group Staff Employee Provision Fund (“Swiss Base Plan”) | Ms. Méndez is the only current NEO participating in the Swiss Base Plan. The Swiss Base Plan is a cash balance benefit pension plan with defined benefit attributes. Each member has an account balance which increases with annual retirement savings credits and an interest credit every year (with some interest minimum guarantee). Annual retirement savings credits increase with age and are shown as a percentage of pensionable insured salary (subject to a maximum of CHF 148,200). Upon retirement, employees may receive their benefits as a lump sum or an annuity of their choosing. When employees leave employment with Otis, the accumulated account balance in the Swiss Base Plan is transferred to the new employer’s plan. | | Switzerland Supplementary Pension Plan (“Swiss Supplementary 1e Plan”) | Ms. Méndez is the only current NEO participating in the Swiss Supplementary 1e Plan, which is intended to cover pay above the Swiss Base Plan’s capped earnings of CHF 148,200 and up to a maximum pay defined by regulations. Ms. Méndez is eligible for the Swiss Supplementary 1e Plan, which is defined in terms of a cash balance account, subject to the participant’s chosen investment strategy without any interest guarantee. The 1e benefit upon termination or retirement is paid as a lump sum. |
Retirement and deferred compensation benefits
| Plan | Description | | Spanish Defined Benefit – Policy 7179 | Mr. Miñarro Viseras is the only current NEO participating in this program. Policy 7179 is a voluntary defined benefit insurance program that 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 2X 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 hired by another employer, Mr. Miñarro Viseras will only be entitled to the pension benefit funded through his employee contributions upon electing retirement. 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. | | Spanish Defined Contribution – Policy 54742 | Mr. Miñarro Viseras is the only current NEO participating in this program. Policy 54742 is a defined contribution insurance program that 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. The 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. |
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, 2024, electric or hybrid vehicles only), including fuel expenses for the grandfathered and hybrid 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. |
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 2025, 2024 and 2023. 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 (6) and (7) 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 2025. 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.
Summary Compensation Table
| Year | Salary ($)(2) | Bonus ($)(3) | Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Judy Marks(1) Chair, Chief Executive Officer and President | | | | | | | | | | 2025 | 1,400,000 | – | 13,182,895 | – | 1,965,600 | – | 429,382 | 16,977,877 | | 2024 | 1,393,750 | – | 34,648,356 | 3,145,791 | 2,500,000 | – | 414,360 | 42,102,257 | | 2023 | 1,368,750 | – | 8,847,967 | 2,824,633 | 2,450,000 | – | 432,844 | 15,924,194 | | Cristina Méndez(1) Executive Vice President & Chief Financial Officer | | | | | | | | | | 2025 | 912,528 | – | 3,101,938 | – | 707,402 | 443,566 | 969,337 | 6,134,771 | | 2024 | 523,383 | – | 2,004,837 | 663,697 | 750,373 | 92,690 | 444,935 | 4,479,915 | | Perry Zheng(1) Former Executive Vice President & Chief Product, Delivery and Customer Officer | | | | | | | | | | 2025 | 715,000 | | 2,326,404 | – | 505,000 | – | 626,780 | 4,173,184 | | 2024 | 694,250 | – | 4,839,430 | 589,840 | 701,000 | – | 985,782 | 7,810,302 | | 2023 | 671,667 | – | 1,447,259 | 461,380 | 574,000 | – | 2,020,908 | 5,175,214 | | Enrique Miñarro Viseras(1) Executive Vice President & Chief Operating Officer | | | | | | | | | | 2025 | 762,358 | – | 2,843,393 | – | 518,166 | 12,984 | 186,145 | 4,323,046 | | 2024 | 656,942 | – | 2,029,779 | 655,378 | 920,497 | 14,120 | 153,538 | 4,430,254 | | 2023 | 172,983 | 365,236 | 4,361,694 | 610,273 | 147,723 | 3,559 | 39,808 | 5,701,276 | | Sally Loh(1) President, Otis Greater China | | | | | | | | | | 2025 | 664,229 | – | 1,809,514 | – | 289,632 | – | 1,199,295 | 3,962,670 | | Tracy Embree(1) Former President, Otis Americas | | | | | | | | | | 2025 | 355,000 | – | 2,584,949 | – | 263,496 | – | 1,551,884 | 4,755,329 | | 2024 | 700,000 | – | 2,029,779 | 655,378 | 693,000 | – | 115,882 | 4,194,039 | | 2023 | 175,000 | 470,000 | 5,274,735 | 610,273 | 137,000 | – | 18,082 | 6,685,090 |
Summary Compensation Table
| (1) Information for each NEO is included for the years they have been or were an NEO except in the case of Ms. Embree, who was not an NEO in 2024. For Mses. Méndez and Loh and Mr. Miñarro Viseras, the amounts shown in the “Salary,” “Non-Equity Incentive Plan” and “All Other Compensation” columns used the December 31, 2025, Swiss franc (CHF), Singapore dollar (SGD) and Euro (EUR) to USD conversion rates of 1.26586, 0.77858 and 1.17631, respectively. Chinese taxes paid on behalf of Mr. Zheng included in “All Other Compensation” were converted using the applicable exchange rate on the payment date ranging from Chinese Yuan (CNY) to U.S. dollar (USD) conversion rate of 0.13700 to 0.13829. Ms. Embree departed the company on June 30, 2025. See “Embree Separation” on page 69 for more information. |
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 58 and “Retirement and deferred compensation benefits” section on pages 70-72. In light of the economic downturn and market conditions in China, Ms. Loh and other China-based executives voluntarily accepted a temporary 10% base salary reduction from October 1, 2024, to March 31, 2025, which is reflected here. |
Summary Compensation Table
| (3) Bonus. These amounts represent the cash sign-on bonuses we agreed to pay Mr. Miñarro Viseras and Ms. Embree to compensate them for the awards they forfeited from their former employers upon joining Otis in 2023. |
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 11: Employee Benefit Plans to the Consolidated Financial Statements to our 2025 Form 10-K. The grant date fair values shown for PSU awards assume target-level performance (the most likely outcome based upon probable performance as of the grant date). The amounts reported in this column differ from the LTI target award amounts reported under |
Summary Compensation Table
“LTI Grants” on page 62 because of the methodology used to value these awards under FASB ASC Topic 718, and because in actually 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 2025 PSU awards is achieved (200%), the grant date fair values for PSUs would be: Ms. Marks, $16,108,048; Ms. Méndez $3,790,246; Mr. Zheng, $2,842,584; Mr. Miñarro Viseras $3,474,292; Ms. Loh, $2,211,076; and Ms. Embree, $3,158,538.
Summary Compensation Table
| (5) Non-Equity Incentive Plan. These amounts reflect annual STI compensation under our STI program, which amounts are based on measured performance against preestablished goals. The estimated threshold, target and maximum amounts for the annual STI compensation for 2025 are reflected in the “Grants of Plan-Based Awards” table on page 76. |
Summary Compensation Table
| (6) Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts shown in this column reflect the change (if any) in the year-over-year actuarial present value of the applicable NEO’s accrued benefit under the applicable company defined benefit plan(s) and above-market earnings (if any) under the company’s deferred compensation plans. For Ms. Méndez, the increase was attributable to her benefit accrual under the Swiss Base Plan and Swiss Supplementary 1e Plan, which was impacted by the increase in her base salary upon her promotion to the role of Executive Vice President & Chief Financial Officer. For Mr. Miñarro Viseras, the increase was attributable to his benefit accrual under the Spanish Defined Benefit – Policy 7179. There were no above-market earnings under the Otis nonqualified deferred compensation plans. |
Summary Compensation Table
| (7) All Other Compensation. The 2025 amounts in this column consist of the following items, as discussed in the “All Other Compensation” table below. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| Name | Grant Date | Approval Date | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units #(3) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | J. Marks | | | | | | | | | | | | RSUs | 2/4/2025 | 2/4/2025 | – | – | – | – | – | – | 54,314 | 5,128,871 | | PSUs | 2/4/2025 | 2/4/2025 | – | – | – | 13,035 | 81,470 | 162,940 | – | 8,054,024 | | STI | | | 170,100 | 2,520,000 | 5,040,000 | | | | | | | C. Méndez | | | | | | | | | | | | RSUs | 2/4/2025 | 2/4/2025 | – | – | – | – | – | – | 12,780 | 1,206,815 | | PSUs | 2/4/2025 | 2/4/2025 | – | – | – | 3,067 | 19,170 | 38,340 | – | 1,895,123 | | STI | | | 61,579 | 912,281 | 1,824,562 | | | | | | | P. Zheng | | | | | | | | | | | | RSUs | 2/4/2025 | 2/4/2025 | – | – | – | – | – | – | 9,585 | 905,112 | | PSUs | 2/4/2025 | 2/4/2025 | – | – | – | 2,300 | 14,377 | 28,754 | – | 1,421,292 | | STI | | | 43,740 | 648,000 | 1,296,000 | | | | | | | E. Miñarro Viseras | | | | | | | | | | | | RSUs | 2/4/2025 | 2/4/2025 | – | – | – | – | – | – | 11,715 | 1,106,247 | | PSUs | 2/4/2025 | 2/4/2025 | – | – | – | 2,812 | 17,572 | 35,144 | – | 1,737,146 | | STI | | | 46,583 | 690,119 | 1,380,238 | | | | | | | S. Loh | | | | | | | | | | | | RSUs | 2/4/2025 | 2/4/2025 | – | – | – | – | – | – | 7,455 | 703,976 | | PSUs | 2/4/2025 | 2/4/2025 | – | – | – | 1,789 | 11,183 | 22,366 | – | 1,105,538 | | STI | | | 39,087 | 579,072 | 1,158,144 | | | | | | | T. Embree | | | | | | | | | | | | RSUs | 2/4/2025 | 2/4/2025 | – | – | – | – | – | – | 10,650 | 1,005,680 | | PSUs | 2/4/2025 | 2/4/2025 | – | – | – | 2,556 | 15,975 | 31,950 | – | 1,579,269 | | STI | | | 43,740 | 648,000 | 1,296,000 | | | | | |
Grants of Plan-Based Awards
| (1) Non-Equity Incentive Plan Awards. The amounts reported in these columns represent potential payouts under our 2025 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 83-85. For purposes of this table, amounts are considered earned in fiscal year 2025, although not paid until early 2026 and subject to continued employment through the payment date. Actual awards received in respect of the 2025 STI program are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan” column. If any payout is earned, it may 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 including the ESG adjustment). For further information, see “STI Compensation” section on pages 58-61. Following her termination of employment, Ms. Embree received a prorated 2025 STI award under the terms of the Severance Plan. See “Embree Separation” on page 69. |
Grants of Plan-Based Awards
| (2) 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 ($93.90 for awards granted on February 4, 2025). 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 2025 PSUs runs from January 1, 2025, to December 31, 2027. The performance goals are three-year cumulative adjusted EPS and Average Organic Sales Growth (weighted at 60% and 40%, respectively), adjusted upward or downward by up to 20% based on our relative TSR performance. If PSUs are earned, payouts may range from 16% (threshold performance for the lowest weighted performance goal and assuming a 20% downward TSR adjustment) to 200% (maximum performance for both performance goals including the TSR adjustment), plus any accrued dividend equivalents. For further information, see “LTI compensation” section on pages 62-65. Upon her termination date, Ms. Embree forfeited these PSUs in accordance with the terms of the company’s 2020 Long-Term Incentive Plan. |
Grants of Plan-Based Awards
| (3) 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 ($93.90 for awards granted on February 4, 2025). The 2025 annual RSU awards vest ratably on each anniversary of the grant date over a three-year period, subject to continued employment, except in the case of death, disability, retirement eligibility, a qualifying termination within two years following a change-in-control and certain involuntary terminations. Unvested RSUs earn dividend equivalents that are reinvested as additional RSUs that vest on the same date as the underlying RSUs. Upon her termination date, Ms. Embree forfeited these RSUs in accordance with the terms of the company’s 2020 Long-Term Incentive Plan. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards | | | | RSU and PSU Stock Awards | | | | | Name(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($)(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 | | | | | | | | | | 2/4/2025(9) | | | | | | | 82,930 | 7,243,936 | | 2/4/2025 | | | | | 55,287 | 4,829,319 | | | | 7/23/2024(7) | | | | | | | 158,081 | 13,808,375 | | 7/23/2024(8) | | | | | 105,388 | 9,205,642 | | | | 2/6/2024(9) | | | | | | | 70,743 | 6,179,401 | | 2/6/2024(10) | | | | | 23,584 | 2,060,062 | | | | 2/6/2024(11) | 43,103 | 86,208 | 91.94 | 2/5/2034 | | | | | | 2/7/2023(9)(12) | | | | | | | 70,939 | 6,196,522 | | 2/7/2023(10)(13) | | | | | 11,828 | 1,033,176 | | | | 2/7/2023(11)(14) | 76,902 | 38,451 | 83.63 | 2/6/2033 | | | | | | 2/3/2022 | 120,366 | – | 81.85 | 2/2/2032 | | | | | | 2/5/2021 | 144,264 | – | 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 | | | | | | 11/1/2017(15) | | | | | 36,242 | 3,165,739 | | | | C. Méndez | | | | | | | | | | 2/4/2025(9) | | | | | | | 19,513 | 1,704,461 | | 2/4/2025 | | | | | 13,009 | 1,136,336 | | | | 8/23/2024(9) | | | | | | | 12,691 | 1,108,559 | | 8/23/2024(10) | | | | | 4,234 | 369,840 | | | | 8/23/2024(11) | 8,053 | 16,108 | 94.20 | 8/22/2034 | | | | | | 2/6/2024(9) | | | | | | | 1,827 | 159,588 | | 2/6/2024(10) | | | | | 613 | 53,546 | | | | 2/6/2024(11) | 1,113 | 2,228 | 91.94 | 2/5/2034 | | | | | | 10/2/2023(16) | | | | | 3,332 | 291,050 | | | | 2/7/2023(9)(12) | | | | | | | 1,999 | 174,613 | | 2/7/2023(10)(13) | | | | | 340 | 29,699 | | | | 2/7/2023(11)(14) | 2,167 | 1,084 | 83.63 | 2/6/2033 | | | | | | 2/3/2022 | 3,311 | – | 81.85 | 2/2/2032 | | | | | | P. Zheng | | | | | | | | | | 2/4/2025(9)(17) | | | | | | | 14,634 | 1,278,280 | | 2/4/2025(17) | | | | | 9,756 | 852,187 | | | | 12/3/2024(18) | | | | | 20,311 | 1,774,166 | | | | 2/6/2024(9)(17) | | | | | | | 13,265 | 1,158,698 | | 2/6/2024(10)(17) | | | | | 4,237 | 370,102 | | | | 2/6/2024(11)(17) | 8,082 | 16,164 | 91.94 | 2/5/2034 | | | | | | 3/1/2023(9)(12) | | | | | | | 1,877 | 163,956 | | 3/1/2023(10)(17) | | | | | 285 | 24,895 | | | | 3/1/2023(11)(17) | 1,961 | 981 | 85.23 | 2/28/2033 | | | | | | 2/7/2023(9)(12) | | | | | | | 9,673 | 844,937 | | 2/7/2023(10)(13) | | | | | 1,476 | 128,929 | | | | 2/7/2023(11)(14) | 10,486 | 5,244 | 83.63 | 2/6/2033 | | | | | | 2/3/2022 | 16,250 | – | 81.85 | 2/2/2032 | | | | | | 2/5/2021 | 22,064 | – | 63.93 | 2/4/2031 | | | | | | 2/4/2020 | 43,461 | – | 80.97 | 2/3/2030 | | | | | | 1/27/2017(15) | | | | | 19,994 | 1,746,476 | | |
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) | | E. Miñarro Viseras | | | | | | | | | | 2/4/2025(9) | | | | | | | 17,887 | 1,562,429 | | 2/4/2025 | | | | | 11,925 | 1,041,649 | | | | 2/6/2024(9) | | | | | | | 14,738 | 1,287,364 | | 2/6/2024(10) | | | | | 4,915 | 429,325 | | | | 2/6/2024(11) | 8,980 | 17,960 | 91.94 | 2/5/2034 | | | | | | 11/1/2023(9)(12) | | | | | | | 16,494 | 1,440,751 | | 11/1/2023(10) | | | | | 2,756 | 240,737 | | | | 11/1/2023(11) | 16,917 | 8,459 | 76.81 | 10/31/2033 | | | | | | S. Loh | | | | | | | | | | 2/4/2025(9) | | | | | | | 11,383 | 994,305 | | 2/4/2025 | | | | | 7,588 | 662,812 | | | | 2/6/2024(9) | | | | | | | 9,433 | 823,973 | | 2/6/2024(10) | | | | | 3,149 | 275,065 | | | | 2/6/2024(11) | 5,747 | 11,495 | 91.94 | 2/5/2034 | | | | | | 3/1/2023(9)(12) | | | | | | | 7,508 | 655,824 | | 3/1/2023(10)(19) | | | | | 1,256 | 109,712 | | | | 3/1/2023(11)(20) | 7,843 | 3,922 | 85.23 | 2/28/2033 | | | | | | 2/7/2023(9)(12) | | | | | | | 1,935 | 169,022 | | 2/7/2023(10)(13) | | | | | 330 | 28,826 | | | | 2/7/2023(11)(14) | 2,097 | 1,049 | 83.63 | 2/6/2033 | | | | | | 2/3/2022 | 3,371 | – | 81.85 | 2/2/2032 | | | | | | 2/5/2021 | 3,650 | – | 63.93 | 2/4/2031 | | | | | | 2/4/2020 | 8,314 | – | 80.97 | 2/3/2030 | | | | | | 2/5/2019 | 9,448 | – | 63.92 | 2/4/2029 | | | | | | 1/2/2018 | 8,125 | – | 67.83 | 1/1/2028 | | | | | | T. Embree | | | | | | | | | | 2/6/2024(9) | | | | | | | 7,350 | 642,023 | | 2/6/2024 | 12,536 | – | 91.94 | 6/30/2026 | | | | | | 11/3/2023(9)(12) | | | | | | | 9,611 | 839,521 |
Outstanding Equity Awards at Fiscal Year-End
| (1) In addition to these Otis outstanding awards, as of December 31, 2025, Mr. Zheng held vested RTX and Carrier Global Corporation (“Carrier”) SARs, and Ms. Loh held vested RTX SARs. These awards were received at the Separation upon conversion of their respective vested UTC SARs. See Note 13: Employee Benefit Plans to the Consolidated Financial 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 and Ms. Loh as of December 31, 2025. |
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 | | S. Loh | | | | | | | 1/3/2017 | 3,575 | 82.35 | | | 1/2/2027 |
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 Financial Statements to our 2020 Form 10-K. |
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. For more information, see page 65. |
Outstanding Equity Awards at Fiscal Year-End
| (4) This was calculated by multiplying the number of unvested RSUs by $87.35, the closing price of our common stock on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The number of shares shown for the PSU awards assume target performance based on vesting estimates as of December 31, 2025. 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. For more information on the 2023 PSUs, which vested on February 3, 2026, see page 65. |
Outstanding Equity Awards at Fiscal Year-End
| (6) This was calculated by multiplying the number of unvested PSUs on December 31, 2025, by $87.35, the closing price of our common stock on December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (7) The vesting provisions of these PSUs are identical to the PSUs granted on February 6, 2024, described in footnote (9), except that the vesting also is contingent on Ms. Marks remaining employed by the company until the third anniversary of the grant date (July 23, 2027), except in the case of her death, disability or qualifying termination of employment following a change-in-control of Otis. |
Outstanding Equity Awards at Fiscal Year-End
| (8) These RSUs will cliff vest on the third anniversary of the grant date (July 23, 2027) if Ms. Marks is then employed by the company but will vest earlier in the case of her death, disability or qualifying termination of employment following a change-in-control of Otis. |
Outstanding Equity Awards at Fiscal Year-End
| (9) The 2025, 2024 and 2023 PSUs are subject to vesting contingent on our performance over the applicable three-year performance period, subject to the executive’s continued employment except in the case of the holder’s death, disability, a qualifying termination within two years following a change-in-control, retirement and certain involuntary terminations. The applicable performance goals relate to 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. |
Outstanding Equity Awards at Fiscal Year-End
| (10) These RSUs vest ratably on the first three anniversaries of the grant date, subject to the executive’s continued employment, but will vest earlier in the case of the holder’s death, disability, a qualifying termination within two years following a change-in-control, retirement and certain involuntary terminations. |
Outstanding Equity Awards at Fiscal Year-End
| (11) These SARs vest ratably each year on the first three anniversaries of the grant date, subject to the executive’s continued employment, but will vest earlier in the case of the holder’s death, disability, a qualifying termination within two years following a change-in-control, retirement and certain involuntary terminations. |
Outstanding Equity Awards at Fiscal Year-End
| (12) These PSUs vested on February 3, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (13) These RSUs vested on February 7, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (14) These SARs vested on February 7, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (15) These RSUs were received in respect of UTC RSUs granted upon appointment to UTC’s ELG. These awards vest upon a qualifying separation, defined as a “mutually agreeable termination” following at least 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 the execution of a release of claims and compliance with post-employment restrictive covenants. These awards also provide for vesting acceleration upon death or disability. Mr. Zheng’s separation from employment on February 28, 2026, constituted a qualifying separation and resulted in the full vesting of these awards. |
Outstanding Equity Awards at Fiscal Year-End
| (16) One-fourth of these RSUs vested on the second anniversary of the grant date and the remaining three-fourths will vest on the fourth anniversary of the grant date (October 2, 2027) subject to Ms. Méndez’s continued employment, but will vest earlier in the case of the holder’s death, disability, a qualifying termination within two years following a change-in-control, and certain involuntary terminations. |
Outstanding Equity Awards at Fiscal Year-End
| (17) Mr. Zheng’s separation from employment on February 28, 2026, constituted a retirement for purposes of these awards in accordance with their terms. |
Outstanding Equity Awards at Fiscal Year-End
| (18) One-third of these RSUs vested on the first anniversary of the grant date and the remaining two-thirds were scheduled to vest on the third anniversary of the grant date (December 3, 2027). These special awards have the same terms and conditions as the normal annual LTI awards described in footnote (10) but are not eligible for retirement vesting. Mr. Zheng forfeited these awards upon his separation from employment on February 28, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (19) These RSUs vested on March 1, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (20) These SARs vested on March 1, 2026. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested
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 | 101,096 | 2,684,167 | 84,561 | 8,009,744 | | C. Méndez | – | – | 6,342 | 589,356 | | P. Zheng | 51,965 | 1,656,669 | 22,519 | 2,055,382 | | E. Miñarro Viseras | – | – | 21,988 | 2,047,539 | | S. Loh | – | – | 4,806 | 463,056 | | T. Embree | 14,055 | 186,556 | 20,366 | 2,009,481 |
Option Exercises and Stock Vested
| (1) During 2025, Mr. Zheng exercised a portion of his RTX and/or Carrier SARs, which he received when vested UTC SARs were converted into vested Otis, Carrier and RTX awards in connection with the Separation. Mr. Zheng received $895,040 in connection with these exercises, which is not included in the table. For more information on the conversion, see Note 13: Employee Benefit Plans to the Consolidated Financial Statements to our 2020 Form 10-K. |
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. |
Option Exercises and Stock Vested
| (3) These represent PSUs and RSUs that vested in 2025, and shares withheld to satisfy FICA taxes that were due on Mr. Zheng’s unvested RSU awards because he was retirement eligible. The value realized on vesting is calculated by multiplying the number of vested Otis RSUs and PSUs by the market price of our common stock on the vesting date. Ms. Marks elected to defer the receipt of a portion of her vested PSUs in the amount of $2,407,776 into the LTIP PSU Deferral Plan, as detailed on page 70. |
Pension Benefits
Pension Benefits
Pension Benefits
| Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | C. Méndez | | | | | Swiss Base Plan | 3.92 | 100,015 | – | | Swiss Supplementary 1e Plan | 3.92 | 623,938 | – | | E. Miñarro Viseras | | | | | Spanish Defined Benefit – Policy 7179 | 2.25 | 30,663 | – |
Pension Benefits
| (1) The amount shown is the actuarial present value of the benefits accumulated through December 31, 2025. The assumptions used to determine the present value of the accumulated pension benefit under the company’s pension plans are generally consistent with those described in Note 11: Employee Benefit Plans to the Consolidated Financial Statements to our 2025 Form 10-K. The present value for Ms. Méndez under the Swiss Base Plan was computed using a discount rate of 1.20% and interest crediting rate of 1.50%. For purposes of the values above, the benefits shown assume payment in the form of a 70% annuity and 30% lump sum for the Swiss Base Plan and in the form of a lump sum for the Swiss Supplementary 1e Plan. |
Pension Benefits
The present value for Mr. Miñarro Viseras under the Spanish Defined Benefit – Policy 7179 was computed using 2025 year-end ASC 715-30 assumptions, including a discount rate of 3.90%, and taking into account that Mr. Miñarro Viseras only completed 2.25 of his expected 21 years of service for his expected normal retirement age of 67 under current Spanish laws. For purposes of the value above, the benefit shown assumes payment in the form of a lump sum at age 67 and reflects both employee- and employer-funded portions. For more information on the Spanish Defined Benefit – Policy 7179, see “Retirement and deferred compensation benefits” on page 72.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
| Plan(1) | Executive Contributions in Last Fiscal Year ($)(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 | 190,500 | 114,300 | 307,670 | – | 2,385,994 | | CACEP | – | 195,250 | 43,324 | – | 1,420,968 | | DCP | 375,000 | 13,500 | 480,364 | – | 5,218,093 | | LTIP PSU Deferral(6) | 2,351,193 | – | -386,951 | – | 8,223,048 | | P. Zheng | | | | | | | SRP | 63,960 | 38,376 | 167,695 | – | 1,154,953 | | CACEP | – | 58,630 | 75,944 | – | 641,879 | | T. Embree | | | | | | | SRP | 41,880 | 25,128 | 18,294 | – | 122,661 | | CACEP | – | 38,390 | 11,787 | – | 78,896 |
Nonqualified Deferred Compensation
| (1) Mses. Méndez and Loh and Mr. Miñarro Viseras are not eligible to participate in any of the deferred compensation arrangements. For more information on the SRP, CACEP, DCP and LTIP PSU Deferral Plan, see “Retirement and deferred compensation benefits” on pages 70-72. |
Nonqualified Deferred Compensation
| (2) All amounts shown are included in the “Salary” and “Non-Equity Incentive Plan” columns, as applicable, of the Summary Compensation Table, with the exception of Ms. Marks’ contributions to the LTIP PSU Deferral Plan. |
Nonqualified Deferred Compensation
| (3) All amounts shown are included in the “All Other Compensation” column of the Summary Compensation Table. |
Nonqualified Deferred Compensation
| (4) Amounts shown reflect hypothetical investment returns to accounts based on fixed income, bond, target date and equity indices selected by the NEO. These returns do not constitute above-market or preferential earnings, and were therefore not included in the Summary Compensation Table. |
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 2025. Of these totals, the following amounts have been included in the Summary Compensation Table in prior years: Ms. Marks ($2,131,159) and Mr. Zheng ($504,944). |
Nonqualified Deferred Compensation
| (6) Amounts shown reflect Ms. Marks’ election to defer the receipt of a portion of her 2022 PSU award that vested in 2025 (less $56,583 in FICA taxes) into the LTIP PSU Deferral Plan, as reported in the “Option Exercises and Stock Vested” table on page 80. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
| Payment Type | J. Marks ($) | C. Méndez ($) | P. Zheng ($) | E. Miñarro Viseras ($) | S. Loh ($) | T. Embree ($) | | Involuntary Termination for Cause | | | | | | | | Severance Cash Payment | – | – | – | – | – | – | | STI Payment(1) | – | – | – | – | – | – | | Pension Benefit(2) | – | 623,938 | – | – | – | – | | Option / SAR Value(3) | – | – | – | – | – | – | | Stock Awards Value(3) | – | – | – | – | – | – | | Sub-Total | – | 623,938 | – | – | – | – | | Less: Vested Pension(4) | – | -623,938 | – | – | – | – | | Total | – | – | – | – | – | – |
Potential Payments Upon Termination or Change in Control
| Payment Type | J. Marks ($) | C. Méndez ($) | P. Zheng ($)(14) | E. Miñarro Viseras ($) | S. Loh ($) | T. Embree ($) | | Voluntary Termination / Resignation | | | | | | | | Severance Cash Payment | – | – | – | – | – | – | | STI Payment(1) | – | – | – | – | – | – | | Pension Benefit(2) | – | 623,938 | – | – | – | – | | Option / SAR Value(4,5,6) | – | – | 21,587 | – | – | – | | Stock Awards Value(4,5,6,7) | 3,165,739 | – | 4,349,392 | – | – | – | | Sub-Total | 3,165,739 | 623,938 | 4,370,979 | – | – | – | | Less: Vested Pension and Equity(4) | -3,165,739 | -623,938 | -4,370,979 | – | – | – | | Total | – | – | – | – | – | – |
Potential Payments Upon Termination or Change in Control
| Payment Type | J. Marks ($) | C. Méndez ($) | P. Zheng ($) | E. Miñarro Viseras ($) | S. Loh ($) | T. Embree ($)(15) | | Involuntary Termination without Cause | | | | | | | | Severance Cash Payment(8) | 2,714,261 | 1,824,563 | – | 1,456,980 | 1,260,332 | 1,368,000 | | STI Payment(8) | 1,965,600 | 707,402 | – | 518,166 | 289,632 | 263,496 | | Pension Benefit(2) | – | 623,938 | – | – | – | – | | Option / SAR Value(4,5) | 128,161 | 3,616 | – | 14,735 | 10,446 | 149,486 | | Stock Awards Value(4,5,7) | 15,158,457 | 1,167,171 | – | 2,504,849 | 1,592,565 | 3,224,381 | | Other Benefits(8) | 45,006 | 56,770 | – | 20,418 | 40,546 | 149,025 | | Sub-Total | 20,011,485 | 4,383,460 | – | 4,515,148 | 3,193,521 | 5,154,388 | | Less: Vested Pension and Equity(4) | -3,165,739 | -623,938 | – | – | – | – | | Total | 16,845,746 | 3,759,522 | – | 4,515,148 | 3,193,521 | 5,154,388 |
Potential Payments Upon Termination or Change in Control
| Payment Type | J. Marks ($) | C. Méndez ($) | P. Zheng ($) | E. Miñarro Viseras ($) | S. Loh ($) | T. Embree ($) | | Death / Disability | | | | | | | | Severance Cash Payment | – | – | – | – | – | – | | STI Payment(9) | 1,965,600 | 707,402 | – | 518,166 | 289,632 | – | | Pension Benefit(2) | – | 13,689,825 | – | – | – | – | | Option / SAR Value(4,10,11) | 143,038 | 4,032 | – | 89,158 | 12,217 | – | | Stock Awards Value(4,10,11) | 54,031,998 | 5,036,422 | – | 6,074,293 | 3,760,780 | – | | Sub-Total | 56,140,636 | 19,437,681 | – | 6,681,617 | 4,062,629 | – | | Less: Vested Pension and Equity(4) | -3,165,739 | -13,689,825 | – | – | – | – | | Total | 52,974,897 | 5,747,856 | – | 6,681,617 | 4,062,629 | – |
Potential Payments Upon Termination or Change in Control
| Payment Type | J. Marks ($) | C. Méndez ($) | P. Zheng ($) | E. Miñarro Viseras ($) | S. Loh ($) | T. Embree ($) | | Qualifying Termination within 2 Years Following a Change in Control | | | | | | | | Severance Cash Payment(12) | 11,760,000 | 3,649,125 | – | 2,913,961 | 2,520,664 | – | | STI Payment(12) | 1,965,600 | 707,402 | – | 518,166 | 289,632 | – | | Pension Benefit(2) | – | 623,938 | – | – | – | – | | Option / SAR Value(13) | 143,038 | 4,032 | – | 89,158 | 12,217 | – | | Stock Awards Value(13) | 54,031,998 | 5,036,422 | – | 6,074,293 | 3,760,780 | – | | Other Benefits(12) | 61,006 | 72,770 | – | 36,418 | 56,546 | – | | Sub-Total | 67,961,642 | 10,093,689 | – | 9,631,996 | 6,639,839 | – | | Less: Vested Pension and Equity(4) | -3,165,739 | -623,938 | – | – | – | – | | Total | 64,795,903 | 9,469,751 | – | 9,631,996 | 6,639,839 | – |
Potential Payments Upon Termination or Change in Control
| (1) For the purposes of this table, the STI payouts are not deemed accrued as of December 31, 2025, and are included in this table only if they would be paid upon the occurrence of the applicable event. |
Potential Payments Upon Termination or Change in Control
| (2) For Ms. Méndez, $623,938 represents the estimated lump-sum value of the retirement benefits accrued under the Swiss Supplementary 1e Plan, assuming retirement or termination on December 31, 2025. In the event of termination due to death, the benefit due under the Swiss Supplementary 1e Plan would be a lump-sum payment of $1,710,251 plus a spouse’s lifetime pension benefit of $382,802 per year; the present value of the death benefit as of December 31, 2025, was $13,689,825. In the event of long-term disability, Ms. Méndez would be entitled to a pension benefit under the Swiss Supplementary 1e Plan of $574,202 per year payable until Ms. Méndez reaches age 65. The present value of the disability benefit as of December 31, 2025, was $9,889,043. |
Potential Payments Upon Termination or Change in Control
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, 2025, he will not be entitled to retire and, therefore, will not be eligible to receive the company pension benefits.
Potential Payments Upon Termination or Change in Control
| (3) All outstanding equity awards, whether vested or unvested, will be forfeited upon an involuntary termination for cause. |
Potential Payments Upon Termination or Change in Control
| (4) Equity awards are valued based on the closing price of our common stock ($87.35) on December 31, 2025. If an NEO qualifies for retirement treatment (see footnotes (5) and (7) below) pursuant to the terms applicable to 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. With respect to Ms. Méndez, the Death/Disability table shows the present value of the death benefit under the Swiss Supplementary 1e Plan; see footnote (2) for a description of the disability benefit under such plan. |
Potential Payments Upon Termination or Change in Control
| (5) Awards held for less than one year from the grant date will be forfeited. Annual SAR and RSU awards held for more than one year will fully vest if the executive qualifies for retirement treatment, which is defined in respect of our outstanding equity 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. Vested SARs will be exercisable by retirement-eligible executives until the expiration of their term. As of December 31, 2025, Mr. Zheng had attained age 55 with more than 10 years of continuous service and had met retirement eligibility. Mses. Marks, Méndez and Loh and Mr. Miñarro Viseras did not qualify for retirement eligibility. Ms. Embree did not qualify for retirement eligibility as of her termination of employment. Nonretirement-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, with such proration based upon the period of time elapsed since the date of grant. Additionally for these executives, PSUs held for more than one year will, upon an involuntary termination other than for cause, prorate on the same basis and remain outstanding and eligible to vest upon achievement of the applicable performance goals as determined by the Compensation Committee. Vested SARs may be exercised by a nonretirement-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). All PSUs are subject to the prior elections made by the applicable executives under the LTIP PSU Deferral Plan, if any. |
Potential Payments Upon Termination or Change in Control
| (6) Special out-of-cycle awards are forfeited upon a voluntary termination. |
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 termination” (as defined on page 67) following three years of ELG service. Ms. Marks and Mr. Zheng are the only NEOs with an ELG RSU award. As noted in footnote (14) below, Mr. Zheng’s departure from the company on February 28, 2026, constituted a “mutually agreeable termination.” Mr. Zheng therefore received these vested awards upon his termination of employment, and Ms. Marks will receive these vested awards upon a mutually agreeable termination or upon retirement on or after age 62. Because Ms. Marks qualifies for retirement under her ELG RSU award, she would also receive this award upon a voluntary termination of employment. |
Potential Payments Upon Termination or Change in Control
| (8) The Severance Plan provides for the following payments and benefits upon a “Qualified Termination”: a lump-sum payment equal to 1X (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 payable when STI payouts are normally delivered by the company; and 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 and prorated STI payout for the year of termination 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. |
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. |
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 based on target performance (or such greater amount as determined by the Compensation Committee in its discretion). 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 upon death. |
Potential Payments Upon Termination or Change in Control
| (11) Upon disability (as defined in our LTI program), all awards will fully vest, with the performance goals applicable to the PSUs deemed achieved at the target level of performance (or such greater amount 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 for up to three years from the termination date (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. |
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 page 68. 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 based on target performance; and continued healthcare benefits for the executive and eligible dependents each for up to 12 months at no cost as well as financial planning and outplacement services, each for up to 12 months, also at no cost. 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. |
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 as of the latest practicable date prior to the change-in-control. Amounts shown assume estimated PSU payouts based on projected performance for the 2023 awards and target performance for the 2024 and 2025 PSU awards. All values shown reflect the closing price of our common stock ($87.35) on December 31, 2025. |
Potential Payments Upon Termination or Change in Control
| (14) On October 28, 2025, the company reached an agreement with Mr. Zheng pursuant to which he ceased to serve as Executive Vice President, Chief Product, Delivery and Customer Officer and separated from employment with the company effective as of February 28, 2026. During the period from October 28, 2025, until his departure from the company, Mr. Zheng agreed to facilitate and oversee the planned reorganization of certain functions to allow the company to meet the needs of a changing business environment, and to support the successful transition of his responsibilities. Mr. Zheng also agreed to cooperate with the company following his departure from the company with respect to matters which involved him during the course of his employment. Given these commitments from Mr. Zheng, the Compensation Committee determined that Mr. Zheng’s departure from the company constituted a qualifying separation that results in full vesting of the ELG RSUs awards. In order to receive this benefit, as required by the ELG RSU award agreement, Mr. Zheng executed an agreement which included a release and post-termination restrictive covenants, including confidentiality, a three-year post-termination non-competition, and non-solicitation and non-disparagement covenants. Mr. Zheng’s separation from employment constituted a retirement for purposes of his other company equity awards in accordance with their terms. Mr. Zheng was not entitled to any severance benefits under the Severance Plan in connection with his separation from employment. |
Potential Payments Upon Termination or Change in Control
| (15) Ms. Embree’s termination on June 30, 2025, constituted a “Qualified Termination” under the terms of the Severance Plan, entitling her to (i) a lump-sum payment of $1,368,000, which was equal to 1X the sum of Ms. Embree’s annual base salary and target STI for the year of termination; (ii) a prorated 2025 STI of $263,496; (iii) continued healthcare benefits for up to 12 months at no cost to her; and (iv) outplacement services for up to 12 months, all subject to Ms. Embree’s execution and non-revocation of a release of claims and compliance with certain non-competition and non-solicitation obligations. Additionally, Ms. Embree’s outstanding equity awards were treated in accordance with the terms of the company’s 2020 Long-Term Incentive Plan that are applicable upon an involuntary termination of employment. |
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.
Fiscal year 2025 CEO pay ratio determination
Fiscal year 2025 CEO pay ratio determination In determining our CEO pay ratio for fiscal year 2025, 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. For 2025, Ms. Marks’ annual total compensation was $16,977,877, and the annual total compensation of our median colleague was $59,408, resulting in a ratio of 286:1. We believe this pay ratio is a reasonable estimate based on the methodology and assumptions described above.
Comparing pay ratios of other companies
Comparing pay ratios of other companies Because SEC rules allow companies to use different methodologies, exclusions, estimates and assumptions in calculating their CEO pay ratios, our CEO pay ratio may not be comparable to those reported by other companies.
Pay versus performance
Pay versus performance The following section has been prepared in accordance with the SEC’s pay versus performance (“PvP”) disclosure rule. The PvP rule requires public companies to disclose information reflecting the relationship between the company’s financial performance and a new definition of pay, referred to as “Compensation Actually Paid.” The Compensation Actually Paid amounts shown below may not reflect actual compensation paid to or earned by our NEOs, and Compensation Actually Paid was not used by the Compensation Committee to make any compensation decisions. The table below includes the required PvP disclosures for the Principal Executive Officer (“PEO”) and the average non-PEO NEO for fiscal years 2025, 2024, 2023, 2022 and 2021. Detailed information on the calculation of the Compensation Actually Paid amounts for the applicable year can be found in footnote (2) below.
Pay versus performance
| Year | Summary Compensation Table Total for PEO ($)(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) | | | | 2025 | 16,977,877 | 9,537,971 | 4,669,800 | 2,608,175 | 139 | 190 | 1,384 | 4.05 | | 2024 | 42,102,257 | 40,088,639 | 5,377,739 | 3,919,059 | 209 | 253 | 1,645 | 3.83 | | 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 |
Pay versus performance
| (1) The PEO for each year shown in this table is Ms. Marks. |
Pay versus performance
| (2) The year-over-year variation in the amounts reported is highly correlated with changes in our stock price. 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. |
Pay versus performance
| Adjustments from Summary Compensation Table Total for PEO | 2025 | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | -13,182,895 | | Increase based on fair value of awards granted during year that remain unvested as of year-end, determined as of year-end(8) | 11,672,577 | | 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) | -6,902,956 | | 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) | 989,491 | | Decrease based on Fair Value as of the prior fiscal year end of equity awards granted in prior fiscal years that failed to meet vesting Conditions in the Fiscal Year | -812,039 | | Increase based on dividends or other earnings paid during year prior to vesting date of award | 795,916 | | Total Adjustments | -7,439,906 |
Pay versus performance
| Adjustments from Average Summary Compensation Table Total for Non-PEO NEOs | 2025 | | 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) | -91,310 | | Average increase for service cost of pension plans(7) | 9,680 | | Average deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table | -2,533,240 | | Average increase based on fair value of awards granted during year that remain unvested as of year-end, determined as of year-end(8) | 1,785,257 | | 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) | -651,337 | | 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) | 42,961 | | Average decrease based on Fair Value as of the prior fiscal year end of equity awards granted in prior fiscal years that failed to meet vesting Conditions in the Fiscal Year | -678,638 | | Average increase based on dividends or other earnings paid during year prior to vesting date of award | 55,002 | | Total Adjustments | -2,061,625 |
Pay versus performance
| (3) The names of the non-PEO NEOs in each fiscal year are listed in the table below. |
Pay versus performance
| 2025 | 2024 | 2023 | 2022 | 2021 | | C. Méndez | A. Maheshwari | A. Maheshwari | A. Maheshwari | R. Ghai | | P. Zheng | C. Méndez | P. Zheng | R. Ghai | P. Zheng | | S. Loh | P. Zheng | T. Embree | P. Zheng | N. LaFreniere | | E. Miñarro Viseras | N. LaFreniere | E. Miñarro Viseras | N. LaFreniere | S. de Montlivault | | T. Embree | E. Miñarro Viseras | | S. de Montlivault | |
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 December 31, 2020, through the end of 2025, assuming reinvestment of dividends. The Peer Group for purposes of this table is the S&P 500 Industrials Select Sector Index. |
Pay versus performance
| (5) This represents Otis’ net income calculated in accordance with GAAP. |
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 2025 to our performance. Adjusted EPS is the performance measure that has the greatest weighting (60%) under our PSUs. We grant 60% of each NEO’s LTI opportunity as PSUs. See Appendix A on pages 108-111 for information on how adjusted EPS is calculated from our audited financial statements. |
Pay versus performance
| (7) Ms. LaFreniere is a participant in the PPP, Ms. Méndez is a participant in the Swiss Base Plan and Swiss Supplementary 1e Plan, 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. |
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 2024 PSUs and 2025 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 2024 and 2025 PSUs. |
Pay versus performance
| | Valuations performed for 2025 | | PSUs | | | Range of Weighted Financial Metric Multipliers | 97% – 100% | | TSR Realized Performance (percentile) | 25th – 25th | | Historical Volatility | 21.7% – 24.5% | | Risk-Free Interest Rate | 3.4% – 3.4% |
Pay versus performance
| | Valuations performed for 2025 | | SARs | | | Expected Term (years) | 2.8 – 4.6 | | Exercise Price | $76.81 – $94.20 | | Blended Volatility | 21.0% – 22.8% | | Dividend Yield | 1.6% – 1.9% | | Risk-Free Interest Rate | 3.5% – 4.2% |
Pay versus performance
Expected term estimates for measurements in the current fiscal year were calculated by taking the difference between (A) the expected term as of the grant date and (B) the time since grant. This difference was then (C) divided by the stock-to-strike ratio as of the current measurement date, therefore extending the expected term for out-of-the-money SARs and shortening the term for in-the-money SARs. Volatility is calculated from daily stock prices, term matched for the expected term. 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 rate is the continuously compounded, term-matching, zero-coupon rate from the valuation 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, 2025:
Pay versus performance
| Award | Discount for Lack of Marketability | TSR Modifier Fair Value (per target shares)(a) | TSR Modifier Fair Value Factor (as % of valuation date stock price) | | 2025 PSUs | N/A | $85.04 | 97.36 | | 2024 July PSUs(b) | 6.74% | $73.96 | 84.67 | | 2024 PSUs | N/A | $79.30 | 90.78 |
Pay versus performance
As the TSR performance period for the 2023 PSUs was completed as of December 31, 2025, no TSR modifier was calculated for the relevant 2025 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 62-65 and (ii) the number of target performance units unvested and outstanding plus dividend equivalent units accrued at the time.
Pay versus performance
| (a) Target shares are defined as a payout of 100%, such that the maximum payout is 120% given the TSR multiplier. |
Pay versus performance
| (b) This PSU award has a mandatory one-year post-vest holding period. As such, a discount is applied to the award to reflect the lack of marketability due to the holding period restriction. |
Pay versus performance relationships
Pay versus performance relationships The graphs below illustrate the relationship between Compensation Actually Paid and:
Pay versus performance relationships
| • | Cumulative TSR for Otis and the Peer Group |
Pay versus performance relationships
| • | Otis’ adjusted EPS (Company Selected Measure) |
Pay versus performance relationships
| • | Otis’ net income |