Otis Worldwide : 2026 Proxy
OTIS
Published on 04/17/2026 at 04:48 pm EDT
Notice of Annual Meeting of Shareholders and Proxy Statement
We are the world's leading company for elevator
and escalator manufacturing, installation, service and modernization.
You'll find us in the world's most iconic structures, as well as residential and commercial buildings, transportation hubs and everywhere people are on the move.
We give people freedom to connect and thrive in a taller, faster, smarter world.
In realizing our vision, our colleagues are guided by our commitment to The Otis Absolutes:
We are in the safety business. The well-being of our colleagues, our customers and the riding
public is paramount.
EVERYTHING DEPENDS ON MOVING PEOPLE SAFELY.
We strive to be a trusted company, and the employer and supplier of choice. Doing business the ethical, lawful and honest way is who we are, and our reputation depends on it.
DOING BUSINESS THE RIGHT WAY - IT'S WHO WE ARE.
We stand for delivering quality results in everything we do - from engineering, manufacturing, installation and service, to selling, marketing and financial reporting.
WE DELIVER QUALITY RESULTS IN EVERYTHING WE DO.
In 2025, Otis Worldwide Corporation (''Otis'') continued to build momentum, strengthening the foundation of our Service-driven business and sharpening our execution across key strategic priorities. Throughout the year, we focused on elevating the experience of our customers and passengers, supporting our colleagues in delivering high-quality service, and enhancing the capabilities that keep our operations resilient and responsive. Guided by The Otis Absolutes of Safety, Ethics and Quality, we remain committed to enabling safe, reliable and connected mobility for people and communities in a rapidly evolving world.
We maintain approximately
2.5 million customer units worldwide We have 72,000 colleagues, including 45,000 field professionals
We serve customers in more than
We have over 1,400 branches and offices and a direct physical presence in more than
70 countries
STRATEGIC
PILLARS
Accelerate Service portfolio growth
Deliver modernization value
Sustain New Equipment growth
Advance digitalization
Focus and empower our workforce
2025
RESULTS
Grew Service portfolio by 4%, marking our fourth year at 4% or greater
Ended 2025 with approximately 1.1 million units connected globally(1)and grew subscription revenue by 35%
Sustained growth in our repair business across all regions, marking a three-year CAGR of approximately 10%
Grew modernization orders by 26% at constant currency(2)with all regions growing beyond 10%, outpacing the market
Grew modernization sales by approximately 10% at constant currency(2), for the second consecutive year, and increased modernization backlog by 30% at constant currency(2)
Supported growth through our enhanced commercial strategy, including modular upgrades solutions and an expanded sales team, both of which were enabled by industrialized manufacturing and installation capabilities
Increased New Equipment backlog by 2% at constant currency(2)
Accelerated orders of our Gen3 and Gen360 products, up two points from prior year as a percentage of total orders
Continued implementation of common platform products, factory transformation and material productivity to better serve our New Equipment customers while reducing costs
Consolidated multiple endpoints, streamlined solutions to strengthen cyber resilience and simplify management, creating a more efficient and secure foundation for digital operations
Migrated workloads to a multicloud platform, enhancing agility, data accessibility and automation capabilities, streamlining the application portfolio, and improving operational efficiency
Implemented advanced platforms to optimize finance operations and introduced intelligent automation and deployed AI-driven tools and digital assistants to enhance colleague productivity and streamline workflows, embedding data-driven decision-making and automation into everyday business practices
Continued deployment of Otis University global leadership program; additionally delivered simulated learning solutions for leaders to enhance decision-making and business performance, as well as for frontline supervisors and people leaders new in their roles
Achieved 10% increase in the realization of executive succession plans, underscoring our continued focus on strengthening leadership pipelines, enhancing organizational continuity and improving the overall health of our succession-planning processes
Achieved record high Inclusion score and maintained our highest overall Pulse engagement score
Concluded our UpLift program and progressed our transition roadmap for Global Business Services to simplify and standardize our processes so our customer-facing colleagues can focus on delivering exceptional customer service
We remain focused on executing our strategic pillars to drive long-term, sustainable growth, while continuing to refine our business to meet evolving customer and passenger needs. As the market environment shifts, we are enhancing the competitiveness of our Service-driven model and strengthening the foundation that supports our long-term priorities. Our disciplined approach to capital allocation continues to reinforce these efforts, enabling investment in the business while delivering attractive, long-term returns for our shareholders.
(1)Includes units in warranty period.
(2)As defined more fully in Appendix A on pages 108-111, Otis refers to non-GAAP New Equipment backlog and modernization backlog at constant currency. Appendix A also provides a reconciliation of this non-GAAP financial measure to the corresponding GAAP financial measure.
CREATING VALUE IN 2025
Otis completed another year with solid financial performance, underscoring the strength of our Service-driven strategy. Service organic sales(1)grew 5%, with strong modernization organic sales growth(1)of 9%. Modernization remains a key growth engine, as orders increased 26%, and we ended the year with backlog up 30% at constant currency(1). Our maintenance portfolio expanded 4% for the fourth consecutive year, to roughly 2.5 million units, supporting the durability of our recurring revenue base. GAAP and adjusted operating profit(1)expanded 70 and 40 basis points, respectively. GAAP earnings per share ("EPS") decreased 14% and adjusted EPS(1)increased 6%. We increased our quarterly dividend by 8%, and generated $1.6 billion in operating cash flow and adjusted free cash flow(1). We largely returned this strong cash flow to our shareholders through approximately $650 million in dividends and more than $800 million in share repurchases during the year.
Percentage change
2025 Results
from 2024
SALES
GAAP
$14.4B
~Flat
organic sales growth(1)
BACKLOG / UNITS
New Equipment backlog growth(1)
2%
2%
Modernization backlog growth(1)
30%
30%
Maintenance portfolio growth
4%
4%
CASH FLOW
Operating cash flow
$1.6B
~2%
Adjusted free cash flow(1)
$1.6B
~1%
DILUTED EARNINGS PER SHARE
GAAP
$3.50
(14%)
Adjusted(1)
$4.05
6%
(1)As defined more fully in Appendix A on pages 108-111, Otis refers to non-GAAP sales as organic sales, non-GAAP backlog growth at constant currency as backlog growth, non-GAAP operating profit as adjusted operating profit, non-GAAP cash flow as adjusted free cash flow and non-GAAP diluted earnings per share as adjusted diluted EPS. Appendix A also provides a reconciliation of these non-GAAP financial measures to the corresponding GAAP financial measures.
TO OUR SHAREHOLDERS:
In 2025, Otis continued to deliver and execute its strategic commitments. Service remains
at the core of our strategy, delivering consistent growth and profitability through our industry-leading 2.5 million-unit maintenance portfolio. With $14.4 billion in sales and mid-teens operating
profit margin, Otis also continued to lead the industry in both sales and profitability. The future outlook for our modernization business, a key driver of continued portfolio expansion, is robust, with orders accelerating, up 26% in 2025, as customers across all geographies continued to upgrade aging elevator systems. We continued to innovate and invest in research and development, including digital initiatives, with 1.1 million units connected globally.
In 2025, the Board remained focused on overseeing Otis' UpLift program, a key enterprise transformational initiative introduced in 2023 to standardize processes, optimize our operating model and drive efficiency across the organization to enhance customer centricity. Over the past two years, the UpLift program produced substantial cost savings and achieved its targeted objectives by the end of 2025, demonstrating strong execution by management and continued alignment with the company's priorities. The Board exercised consistent oversight of progress against defined milestones and ensured that Otis remained positioned to capture the full benefits of these efforts. As UpLift concludes, Otis will build on these gains and continue to transform our business model to enhance competitiveness and long-term shareholder value.
The Board also continued to evolve its governance and shareholder engagement efforts in 2025. Throughout the year, the independent directors of the Board led an expanded investor outreach, both in-season and off-season, to develop a deeper understanding of our investor perspectives. We greatly appreciate the candid feedback and perspectives we heard regarding our strategy, governance and executive compensation practices, which have informed the Board's actions in response and expanded disclosures, as detailed in this Proxy Statement.
In August 2025, Kathy Hopinkah Hannan was appointed as the new Compensation Committee Chair, and the Compensation Committee appointed a new leading independent compensation consultant to conduct a fresh review of our compensation program and ensure continued objective advice on program design and alignment with shareholder interests. Oversight of the executive succession planning process remains a key Board priority to ensure seamless leadership transitions and reinforce Otis' long-term organizational continuity. Finally, reflecting the company's strategic priorities, the Board reviewed and refined our director skills and attributes framework, sharpening descriptions and expanding the set of prioritized skills to continue to align with the company's strategy and future needs. This ongoing evaluation supports our thoughtful Board refreshment efforts and ensures we maintain the right mix of expertise and perspectives to oversee Otis' continued growth and value creation.
With the Board's direction, Otis is focused on growth, promising a bright future, supported by the strength of our global footprint, our relentless focus on the customer experience and the dedication of our people. We would like to thank our shareholders for your continued trust and support. We are confident in the opportunities before us, and the Board remains committed to delivering sustained, long-term value for all our shareholders. We look forward to continued engagement with you in 2026 and respectfully request your support for the Board-recommended proposals contained in this Proxy Statement.
Yours truly,
JOHN H. WALKER
INDEPENDENT LEAD DIRECTOR
Meeting information
DATE AND TIME:
May 27, 2026
9:00 a.m. Eastern time
LOCATION:
We will be holding our 2026 Annual Meeting of Shareholders (''Annual Meeting'') virtually via live webcast.
To attend, vote or submit questions during the Annual Meeting, see ''How to attend'' below. You will not be able to attend the meeting in person.
For more information, see ''Virtual Annual Meeting.''
Your vote is important. Please submit your proxy or voting instructions as soon as possible.
Agenda
Election of the 10 director nominees listed in the Proxy Statement
Advisory vote to approve executive compensation
Appointment of PricewaterhouseCoopers LLP to serve as independent auditor for 2026
Shareholder proposal, if properly presented at the meeting
Other business, if properly presented
Who may vote:
If you owned shares of Otis common stock at the close of business on March 30, 2026, you are entitled to receive this Notice of the 2026 Annual Meeting and to vote at the meeting, either online or by proxy.
How to attend:
To attend the meeting, please go to https://www.virtualshareholdermeeting.com/OTIS2026. To participate by voting or submitting questions during the Annual Meeting, you will need to log in to https://www.virtualshareholdermeeting.com/OTIS2026 using the control number located on your Notice of Internet Availability of Proxy Materials (''Notice of Internet Availability''), proxy card or voting instruction form. You will not be able to attend the Annual Meeting in person.
Please review your 2026 Proxy Statement (''Proxy Statement'') and vote using one of the methods described on the following page.
By Order of the Board of Directors.
SUSAN GRADY
SENIOR VICE PRESIDENT, CORPORATE SECRETARY
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
INTERNET
Online during the Virtual Annual Meeting:
Go to https://www.virtualshareholdermeeting.com/OTIS2026 and follow the instructions on the website
Online in advance of the Virtual Annual Meeting:
Up until 11:59 p.m. Eastern time on May 26, 2026, go to https://www.proxyvote.com and follow the instructions on the website
TELEPHONE
Up until 11:59 p.m. Eastern time on May 26, 2026,
call 1-800-690-6903
Sign, date and return your proxy card or voting instruction form in the enclosed postage-paid envelope
Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 27, 2026. This Notice of the 2026 Annual Meeting and Proxy Statement and our 2025 Annual Report to Shareholders (''2025 Annual Report'') are available free of charge at https://www.proxyvote.com. References in either document to our website or any third-party website are for the convenience of readers, and information available at or through these websites is not a part of nor is it incorporated by reference in the Proxy Statement or 2025 Annual Report.
The Board of Directors (the ''Board'') is soliciting proxies to be voted at our Annual Meeting on May 27, 2026, and at any postponed or reconvened meeting. We expect that the proxy materials or a Notice of Internet Availability will be mailed and made available to shareholders beginning on or about April 17, 2026. At the Annual Meeting, votes will be taken on the matters listed in this Notice of the 2026 Annual Meeting.
For our Annual Meeting, we have adopted a virtual meeting format. This format enables shareholders to participate regardless of geographic location, physical or resource constraints. It also safeguards the health and safety of our shareholders, colleagues and members of our Board. All that is required is an internet-connected device.
How will the Annual Meeting be held?
The Annual Meeting will be held solely via live webcast through an online virtual meeting platform that allows shareholders around the globe to listen to the entire meeting on their computer or other device and submit questions. Members of management, our Board and a representative of our independent auditor will be in virtual attendance. There will not be a physical meeting location.
How can shareholders attend and participate in the Annual Meeting?
Only shareholders of record and beneficial owners as of March 30, 2026, the record date, may attend or participate in the meeting by voting or submitting questions. To attend and participate, go to https://www.virtualshareholdermeeting.com/OTIS2026 and log in using the 16-digit control number included on your Notice of Internet Availability, proxy card or voting instruction form.
On the day of the Annual Meeting, May 27, 2026, shareholders may begin to log in to the online virtual meeting platform beginning at 8:45 a.m. Eastern time. The meeting will begin promptly at 9:00 a.m. Eastern time. Please allow ample time to log in.
How can shareholders receive technical assistance in connection with the Annual Meeting?
Beginning at 8:45 a.m. Eastern time on the day of the meeting, we will have technicians ready to assist you with any technical difficulties you may have when logging in or accessing the Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the online virtual meeting platform log-in page.
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
How can shareholders submit questions at the Annual Meeting?
Once logged in to the virtual meeting platform as instructed, shareholders may submit questions directly by following the instructions on the website. We will answer as many shareholder-submitted questions that are appropriate and pertinent to the meeting agenda as time permits. Substantially similar questions may be answered as a group.
YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.
1 Creating value in 2025
3 Independent Lead Director letter
4 Notice of 2026 Annual Meeting of Shareholders
8 PROXY STATEMENT SUMMARY
9 Governance and Board highlights
Foundation of good governance
Our director nominees
CORPORATE GOVERNANCE
PROPOSAL 1: Election of directors
Our Board leadership structure
Chair and Chief Executive Officer
Independent Lead Director
Roles and responsibilities
Board responsibilities and oversight
14 Areas of Board oversight
19 Our code of ethics - The Otis Absolutes
19 Board committees
23 Creating and maintaining an effective Board
23 How we select our directors
25 Criteria for Board membership
26 Director skills and attributes
27 Board effectiveness
29 Our Board nominees
29 Biographical information
39 Nominee skills and attributes matrix
40 Director independence
40 Board engagement
40 Board and committee attendance
41 Engagement with management
41 Engagement with shareholders
44 Compensation of directors
44 Pay structure
46 EXECUTIVE COMPENSATION
PROPOSAL 2: Advisory vote to approve executive compensation
A Message from our Compensation Committee
Compensation discussion and analysis
48 Who we are
48 Introduction
49 Named Executive Officers
49 Executive summary
50 Compensation best practices
51 2025 Say-on-Pay vote, shareholder outreach and engagement
53 Executive compensation philosophy
55 How we make pay decisions and assess our programs
57 Elements of our 2025 executive compensation program
66 Other executive compensation policies and practices
70 Other compensation elements
Report of the Compensation Committee
Compensation tables
Summary Compensation Table
All Other Compensation
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Pension Benefits
Nonqualified Deferred Compensation
Potential Payments Upon Termination or Change in Control
CEO pay ratio
Pay versus performance
91 AUDIT MATTERS
Report of the Audit Committee
PROPOSAL 3: Appoint an independent auditor for 2026
92 Audit Committee assessment of PwC
92 Audit Committee controls relating to independent auditor
93 Policy on Audit Committee preapproval of audit and permissible non-audit services of independent auditor
93 PwC Fees
94 PROPOSAL 4: SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING
96 Our response - Statement in opposition to Proposal 4
98 OTHER IMPORTANT INFORMATION
98 Stock ownership
Beneficial stock ownership of directors and executive officers
Certain beneficial owners
99 Delinquent Section 16(a) reports
99 Transactions with related persons
100 Other matters
100 Cautionary note concerning factors that may affect future results
101 Availability of corporate documents 101 Incorporation by reference
101 Company names, trademarks and trade names
102 FREQUENTLY ASKED QUESTIONS ABOUT THE 2026 ANNUAL MEETING
108 APPENDIX A: RECONCILIATION OF GAAP MEASURES TO CORRESPONDING NON-GAAP MEASURES
112 APPENDIX B: FINANCIAL PERFORMANCE METRICS USED IN THE OTIS STI PROGRAM
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Proxy voting roadmap
BOARD RECOMMENDATION:
Each Director Nominee
PAGE
11
PROPOSAL 1
Election of directors
FOR
BOARD RECOMMENDATION:
PAGE
46
PROPOSAL 2
Advisory vote to approve executive compensation
FOR
BOARD RECOMMENDATION:
PAGE
92
PROPOSAL 3
Appoint an independent auditor for 2026
FOR
BOARD RECOMMENDATION:
PAGE
94
PROPOSAL 4
Shareholder proposal, if properly presented at the meeting
AGAINST
PROXY STATEMENT SUMMARY
Foundation of good governance
Otis is committed to strong corporate governance practices. Our governance structure reflects best-in-class processes from across industries, which we believe provide the basis for effective board oversight. Our governance is dynamic, reflecting the Board's continuous review of best practices and goal of maintaining optimum effectiveness. Below are Otis' key corporate governance practices and where in this Proxy Statement and/or other publicly available documents you may find further information on these practices.
Publicly available documents such as our Corporate Governance Guidelines (''CGG''), Certificate of Incorporation, Bylaws, Committee Charters and The Otis Absolutes are available on our website at https://www.otisinvestors.com/governance/governance-documents.
Board independence and composition
9 of 10 director nominees are independent
pages 10, 40
All standing committees are composed of independent directors only
pages 19-22
Independent Lead Director has expansive authority and clearly defined responsibilities grounded in the fundamental principle of independent oversight
pages 12-13 CGG
Private sessions excluding the Chief Executive Officer and management are typically held following each regularly scheduled Board and committee meeting; presided over by the Lead Director or committee chair
CGG
No classified Board. All directors are elected annually. Newly appointed directors of less than one year are subject to reelection at the Annual Meeting
page 24
Bylaws and Certificate of Incorporation
Overboarding is prohibited. All directors are restricted in the number of other public boards on which they may serve
page 24 CGG
Majority voting standard applies for uncontested elections. Resignation policy is in place if a director fails to receive the majority of votes cast CGG
Director engagement
5 Board meetings and 17 committee
meetings in 2025
page 40
99% director attendance at Board and committee meetings in 2025 page 40
Robust onboarding and continuing education program for all directors pages 27-28
CGG
Annual self-evaluations completed
by all directors
page 27 CGG
Sustainability matters
Extensive sustainability program and active Board and committee oversight of sustainability matters in place
pages 14-17
The Otis Absolutes, our code of ethics, applies to all colleagues globally as well as the Board
page 19
The Otis Absolutes and CGG
Compensation practices
At-risk compensation makes up approximately 91.6% of our CEO's target compensation opportunity and not less than 77% for each of the other named executive officers (''NEOs'') page 58
Strong clawback provisions
page 66
Careful consideration of risk
page 67
Shareholder rights
Nomination of director candidates in Proxy materials available through the proxy access process; properly made shareholder nominations considered by the Nominations and Governance Committee
Bylaws
Request for a special meeting of shareholders can be made by shareholders holding at least 15% of outstanding shares of Otis common stock for at least one year
Bylaws
No dual class or cumulative voting structure - one vote per share Certificate of Incorporation
No supermajority shareholder vote requirements
Bylaws and Certificate of Incorporation
Stock ownership requirements
Robust stock ownership requirements for directors and executive officers
pages 45, 66 CGG
Prohibition on hedging and pledging of our common stock by directors and colleagues (including officers)
page 67
PROXY STATEMENT SUMMARY
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.
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
Jill C. Brannon, 62
Executive Vice President, Chief Sales Officer, FedEx Corporation
Board committees:
Audit, Nominations and Governance Director since October 2023
Kathy Hopinkah Hannan, 64 Former Global Lead Partner, National Managing Partner and Vice Chairman, KPMG, LLP
Board committees: Compensation (Chair) Director since April 2020
Jeffrey H. Black, 71
Former Senior Partner and Vice Chairman, Deloitte LLP
Board committees:
Audit (Chair)
Director since April 2020
Nelda J. Connors, 60
Founder and Chief Executive Officer, Pine Grove Holdings, LLC
Board committees:
Audit, Compensation Director since October 2022
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
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
Margaret M. V. Preston, 68
Managing Director, Cohen Klingenstein, LLC
Board committees:
Nominations and Governance (Chair)
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
We are seeking your support for the election of the 10 individuals whom the Board has nominated to serve as directors for a one-year term beginning on the date of the Annual Meeting.
All the nominees are current directors of Otis.
The Board believes that the nominees have the qualifications consistent with our position as a global leader in the elevator and escalator manufacture, installation, service and modernization industry with operations worldwide.
THE BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE:
Thomas A. Bartlett Jeffrey H. Black
Jill C. Brannon Nelda J. Connors
Kathy Hopinkah Hannan Christopher J. Kearney
Judith F. Marks Margaret M. V. Preston
Shelley Stewart, Jr. John H. Walker
CORPORATE GOVERNANCE
Chair and Chief Executive Officer
Otis' CEO and President, Judith F. Marks, has served as the Chair of the Otis Board since February 2022. The decision to appoint Ms. Marks as Chair followed careful consideration by the Board after nearly two years of operating as a standalone public company. The Board considered several factors in reaching its decision to combine the roles of Chair and CEO under Ms. Marks, including that:
Ms. Marks has led Otis as President since 2017, was named CEO in 2019 and has served as a director since Otis became an independent publicly traded company in April 2020.
Under Ms. Marks' leadership, Otis has continued to deliver strong financial performance by driving near- and long-term strategic priorities, all while effectively guiding Otis through a global pandemic, substantial macroeconomic pressures and geopolitical uncertainty.
Ms. Marks has proven to be an exceptional leader - setting a vision, creating an environment of success, removing obstacles and driving results - and the Board believes that she is the best candidate to lead the Board as its Chair.
Combining the roles of Chair and CEO promotes decisive decision-making as Otis continues to execute on its long-term strategy and seeks to achieve sustainable growth and value creation for our customers, colleagues, communities and shareholders.
The Board has a strong, independent Lead Director with responsibility to ensure leadership and oversight independent of company management, as described in more detail below.
The Board continues to actively consider its leadership structure to ensure it aligns with the best interests of the company and its shareholders.
Independent Lead Director
The independent Lead Director plays an important role in Otis' corporate governance structure, ensuring that the Board fulfills its duty to provide the appropriate level of independent oversight of management and acting as the principal liaison between the independent directors and management. The Lead Director also acts in an advisory capacity to the Chair and CEO and to
Otis management in matters concerning the interests of the organization and the Board as well as relationships between Otis management and the Board.
To promote strong and independent oversight of Board activities, Otis has delineated clear responsibilities for the independent Lead Director. For example, the Lead Director has final approval authority of all Board meeting schedules, agendas and materials, is authorized to call special meetings of the Board and committees and leads robust private sessions - excluding the CEO and other Otis management - as part of every Board meeting. In addition, the Lead Director is responsible for providing annual and ongoing feedback to the Chair and CEO on various topics, including her performance, the functioning of the Board and any other issues or concerns that may arise.
The Corporate Governance Guidelines require the independent directors to select annually an independent member to serve as Lead Director whenever the Chair is not independent. Accordingly, the independent directors have selected John H. Walker to continue as Lead Director.
We are confident that all our directors understand their roles and are committed to acting in the best interest of Otis. In clearly defining the responsibilities of the Chair and CEO and Lead Director roles, respectively, we believe that we are striking the right balance to ensure effective leadership of the Board independent of Otis management. In continuing in the role of Lead Director, Mr. Walker is well positioned to provide a strong, independent perspective commensurate with his responsibilities.
CORPORATE GOVERNANCE
Roles and responsibilities
The key responsibilities of the combined Chair and CEO and the Lead Director are incorporated into our Corporate Governance Guidelines and described below.
Chair and CEO
Develops meeting schedules and agendas
Ensures Board materials are appropriate, sufficient and high quality
Presides at all meetings of the full Board
Presides at annual and special shareholder meetings
Has authority to call special meetings of the Board
Fosters an open and inclusive environment at Board meetings
Identifies director candidates for the Board in consultation with the Nominations and Governance Committee and Lead Director
Assists the Nominations and Governance Committee with the screening and evaluation of director candidates
Assists the Nominations and Governance Committee with the selection of committee chairs
Lead Director
Has final approval of meeting schedules, agendas and Board materials
Presides at private meetings of independent directors and at Board meetings when the Chair and CEO is not present
Has authority to call special meetings of the Board, committees and private sessions of the independent directors
Jointly leads, with the Chair of the Nominations and Governance Committee, the Board self-evaluation process and works with that committee to address issues that arise
Communicates the Board's annual performance evaluation and provides ongoing feedback to the Chair and CEO
Serves as principal liaison between the independent directors and the Chair and CEO, as necessary
Assists the Chair and CEO and the Nominations and Governance Committee with the identification, screening and evaluation of director candidates
Assists the Nominations and Governance Committee with the selection of committee chairs
Authorizes retention of outside advisors who report directly to the Board
Meets, as representative of the Board, with representatives of significant stakeholder constituencies
CORPORATE GOVERNANCE
Areas of Board oversight
The Board is responsible for overseeing Otis' business and activities. Board oversight is divided into several key areas, with oversight responsibility delegated in some instances to one or more of its committees. Key areas of Board oversight are set forth below. More information about committee oversight and responsibilities is set forth in the ''Board committees'' section starting on page 19.
STRATEGY
While management is responsible for executing Otis' strategy, the Board actively engages with management to guide, inform and advise on that strategy to support and promote long-term shareholder value. Otis' sustainability initiatives are fully integrated into its business strategy.
The Board receives updates from management on the status of company performance, key strategic initiatives, global socioeconomic conditions, public policy issues relevant to Otis and its stakeholders, competitive trends, capital markets and other developments.
The Board has oversight responsibility over capital allocation policy, including financings, dividends, share repurchases, and significant investments and capital appropriations, including those related to mergers and acquisitions.
Throughout the year, the Board, through its committees, is briefed, discusses and gives guidance on strategies for issues falling under the oversight of those committees, including environmental, health and safety, sustainability, corporate social responsibility and governance matters.
The Board's varied experiences and perspectives allow it to probe and test management's assumptions and conclusions on strategies and their implementation.
Engagement by the entire Board is supported and promoted through discussions at private sessions of the independent members of the Board following every Board meeting, led by the independent Lead Director, and every Board committee meeting, led by its committee chair.
RISK MANAGEMENT
Successful execution of a robust and innovative business strategy involves accepting a certain measure of risk. Otis identifies, assesses, monitors and manages risks through its comprehensive enterprise risk management (''ERM'') program that conforms to the Enterprise Risk Management - Integrated Framework established by the Committee of Sponsoring Organizations of the Treadway Commission. The Board works with management to develop appropriate risk tolerance and oversees and monitors the management of risks that could significantly affect the company's operations, growth or reputation. Risk oversight is aligned with the Board's oversight of Otis' strategies and business plans. Thus, the Board regularly receives reports on the risks implicated by the company's strategic decisions concurrent with the deliberations leading to those decisions. The Board annually participates in an update on the ERM program and is briefed on these risks periodically, either directly or through its committees. The Board, its committees and management work together on risk management as follows:
BOARD OF DIRECTORS
The full Board has oversight responsibility for the following areas of risk and risk management:
Overall risk management program and structure, and risk tolerance levels
Selection and retention of senior executive management
Company culture and engagement
Management succession planning and development
Business objectives and major strategies
Risks deemed significant
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.
CORPORATE GOVERNANCE
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:
AUDIT COMMITTEE
COMPENSATION COMMITTEE
NOMINATIONS AND GOVERNANCE 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
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
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
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.
CORPORATE GOVERNANCE
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.
CORPORATE GOVERNANCE
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.
Governance Model
Nominations & Governance
Committee
CEO
Functional Leaders
Functional Committees, Workstreams & Processes
Functional leaders are responsible for sustainability-related topics, with direct oversight by the CEO.
Sustainability-related strategies are aligned with Otis' culture, values, business objectives and customer centricity mission.
Flexible and comprehensive approach achieves meaningful results and creates long-term value for our stakeholders.
Areas of oversight include, but are not limited to:
Community giving, volunteerism and community engagement
Corporate governance
Human capital management
Human rights
Ethics and compliance
Health and safety
Investor relations
Supply chain
Climate-related risks and opportunities
In 2025, the Nominations and Governance Committee received reports from management at every meeting on sustainability-related topics. The Committee engaged in reviews of issues covering colleague health and safety; corporate social responsibility and giving; human capital management; sustainability- and climate-related risks and opportunities; and shareholder engagement on sustainability-related topics. It was also briefed on Otis' approach to mandatory and voluntary reporting requirements, including the European Union's Corporate Sustainability Reporting Directive (''CSRD'').
For more information about our sustainability programs, please review our voluntary report, called Connect & Thrive. The 2025 report is expected to be published later this year on our company website at https://www.otis.com.
CORPORATE GOVERNANCE
POLITICAL CONTRIBUTIONS
Oversight
The Nominations and Governance Committee oversees Otis' approach to public policy matters, including the company's participation in programs and activities related to political engagement or public policy issues. The Board has delegated to the Nominations and Governance Committee responsibility to conduct an annual review of Otis' political contributions and engagement on public policy issues to ensure full alignment with our corporate policies and continued value to the company and our shareholders.
Our Vice President, Chief Government Relations Officer, serves as our Head of Government Relations under our corporate policy on government relations and leads Otis' global government affairs strategy, providing guidance and oversight for advocacy on Otis' behalf on legislative, regulatory and policy matters.
Our expectations for responsible political activity are outlined in The Otis Absolutes and our corporate policy on government relations, both of which are publicly available on our website at https://www.otisinvestors.com/governance/governance-documents. In response to shareholder feedback, the Board determined to provide expanded disclosure in the 2026 Proxy Statement regarding the company's political contributions processes and practices, which is set forth below.
Otis complies fully with all applicable laws governing political contributions and related disclosures, and we maintain rigorous internal controls to ensure adherence to these requirements.
Corporate Contributions
Otis' core business is not generally subject to extensive national-level regulatory frameworks, unlike certain other industry sectors such as energy, financial services or healthcare. Nevertheless, legislative or regulatory developments may periodically affect our operations, and when they do, Otis may participate in the political process to help inform sound policy outcomes. Any such engagement is conducted prudently, transparently and in full compliance with the law. Otis also may engage directly with policymakers to provide perspectives on our business and the potential impact of contemplated legislative or regulatory actions. Pursuant to our corporate policy on government relations, any political contributions by Otis must be reviewed by Otis legal counsel and approved in advance by the Head of Government Relations. In no event may any political contribution be offered or made that would constitute or create the appearance of a corrupt payment as provided under our corporate policy on anti-corruption.
Otis Federal Political Action Committee
Where appropriate, Otis may make contributions through the Otis Federal Political Action Committee ("Otis PAC") to candidates who support policies aligned with our business priorities and long-term shareholder interests, irrespective of political affiliation. The Otis PAC also may support national political organizations connected to both major parties. In 2025, total political contributions through the Otis PAC were less than $10,000. The Steering Committee of the Otis PAC reviews candidates and approves contributions in accordance with the Otis PAC's bylaws and operating guidelines.
To the extent Otis makes contributions through the Otis PAC, we are subject to federal public disclosure requirements. Federal election law requires federal campaign committees and federal political committees to file public reports disclosing their contributions and expenditures. Federal Election Commission reports on political contributions by the Otis PAC are available at https://www.fec.gov and also can be found at https://www.opensecrets.org. State and local candidates for elective office and state and local political committees are generally required to file similar public reports disclosing contributions and expenditures. Reports on quarterly receipts and disbursements by the Otis PAC also are readily available on the Federal Election Commission's website.
Trade and Industry Associations
Otis participates in select trade associations to ensure we stay appropriately informed of relevant industry developments and public education efforts regarding major issues of common concern to our industry. Our participation does not imply endorsement of any specific political position taken by those associations, nor do we expect associations in which we participate to engage in political campaign activities. Participation by a colleague in any trade association must be preapproved by management following review by Otis legal counsel, which includes the rationale for joining the organization, the type of activities involved and the organization's commitment to antitrust compliance. Colleagues receive periodic training on trade association participation. Given the multiple compliance risks associated with trade associations, the Audit Committee will periodically review Otis' trade association memberships to ensure alignment with our corporate policies.
CORPORATE GOVERNANCE
Our code of ethics - The Otis Absolutes
Otis' code of ethics is called The Otis Absolutes. This code, which applies to all colleagues globally as well as the Board, is based on The Otis Absolutes of Safety, Ethics and Quality. These core values establish standards of conduct and ethical principles that guide every colleague and Board member across the globe in their day-to-day decisions. The Board, through its Audit Committee, receives reports from management, the Chief Compliance Officer (''CCO'') and Otis' internal auditor on any significant issues regarding compliance with The Otis Absolutes.
Board committees
While it is the responsibility of the Board as a whole to exercise its business judgment and to act in the best interests of Otis and its shareholders in overseeing Otis' business and affairs, the Board delegates oversight of certain matters to its committees, which act on behalf of the Board and report back to the Board on its activities.
Actions reserved to the full Board include:
Determine the appropriate size of the Board from time to time
Oversee the selection and evaluation of senior executive management
Review business objectives and major strategies
Oversee significant risks
Evaluate the performance of the Chair and CEO
Review succession planning and management development
Our Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominations and Governance Committee. Each committee is composed exclusively of independent directors. Each standing committee has the authority to retain independent advisors to assist in the fulfillment of its responsibilities, to approve the fees paid to those advisors and to terminate their engagements.
All committee charters, which are reviewed annually by the respective committee, are available on our website at: https://www.otisinvestors.com/governance/governance-documents.
CORPORATE GOVERNANCE
MEMBERS:
Jeffrey H. Black, Chair
Thomas A. Bartlett Jill C. Brannon Nelda J. Connors
Kathy Hopinkah Hannan(1)
All members of the Audit Committee are independent.
ADDITIONAL INDEPENDENCE REQUIREMENTS:
All members of the Audit Committee satisfy the heightened independence requirements under the relevant rules of the Securities Exchange Act of 1934, as amended (the ''Exchange Act''), and New York Stock Exchange (''NYSE''), both of which require that the Board consider the source of the member's compensation.
FINANCIAL EXPERTISE AND AUDIT COMMITTEE FINANCIAL EXPERTS:
The Board has determined that each member of the Audit Committee meets the financial expertise requirements of the NYSE, and that Jeffrey H. Black, Thomas A. Bartlett and Nelda J. Connors are ''audit committee financial experts'' under the relevant rules of the Exchange Act.
MEETINGS IN 2025: 7
AUDIT COMMITTEE
PRIMARY RESPONSIBILITIES:
Financial statements and disclosure matters
Reviews and discusses with management and the independent auditor the content, preparation, integrity and independent auditor review of Otis' financial statements filed with the Securities and Exchange Commission (''SEC''), including significant financial reporting issues and judgments, and the adequacy and effectiveness of Otis' internal control over financial and sustainability and related reporting and disclosures
Independent auditor and internal audit
Selects the independent auditor, subject to shareholder ratification, and monitors its performance, audit and non-audit services and independence
Approves the annual Internal Audit plan, budget and staffing, and reviews significant findings and key trends
Compliance
Oversees the implementation and effectiveness of Otis' legal, ethics and regulatory compliance programs, including The Otis Absolutes
Oversees complaints and concerns submitted by Otis colleagues or external parties regarding accounting and internal accounting controls, auditing matters or business practices
Enterprise risk management
Oversees the overall policies and practices for ERM
Reviews and oversees the evaluation and management of Otis' major financial (including tax), operational, compliance, reputational, strategic and cybersecurity risks
Significant financial actions
Oversees Otis' policies and strategies with respect to financing, dividends, share repurchases, capital appropriations, derivative transactions, global tax matters and insurance and risk management
Reviews plans for and execution of significant acquisitions and divestitures
(1)Effective August 26, 2025, Dr. Hannan rotated off the Audit Committee upon becoming Compensation Committee Chair.
CORPORATE GOVERNANCE
MEMBERS:
Kathy Hopinkah Hannan, Chair(1)
Nelda J. Connors Shelley Stewart, Jr. John H. Walker Shailesh Jejurikar(1)Thomas A. Bartlett(2)
All members of the Compensation Committee are independent.
ADDITIONAL INDEPENDENCE REQUIREMENTS:
All members of the Compensation Committee satisfy the heightened independence requirements under the relevant rules of the Exchange Act and the NYSE, which require that the Board consider the source of the member's compensation.
MEETINGS IN 2025: 6
COMPENSATION COMMITTEE
PRIMARY RESPONSIBILITIES:
Compensation practices and policies
Oversees executive compensation programs, practices and policies, including evaluating company performance against incentive plan performance goals
Annually reviews a risk assessment of compensation policies, plans and practices
Oversees aspects of Otis' human capital management assigned by the Board, including pay equity
CEO compensation
Reviews and recommends to the Board annual goals and objectives relevant to CEO compensation, and leads an evaluation of the CEO's performance against those goals and objectives
Determines and approves, subject to review by the other independent directors, the CEO's compensation levels based on the evaluation of the CEO's performance
Executive compensation
Reviews and approves compensation peer group
Reviews and approves changes to compensation for NEOs and other key officers
Approves benefit arrangements and agreements for the CEO, other NEOs and key officers
Assists the Board in overseeing and managing risk related to compensation practices
NO COMPENSATION COMMITTEE INTERLOCKS AND NO INSIDER PARTICIPATION:
During the year ended December 31, 2025:
No member of the Compensation Committee was a current or former officer or employee of Otis or any of its subsidiaries
None of our executive officers served as a member of a board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of the Otis Board or its Compensation Committee
(1)Effective August 26, 2025, Dr. Hannan was appointed Chair of the Compensation Committee, and Mr. Jejurikar, the former Chair, rotated off the Committee.
(2)Effective December 4, 2025, Mr. Bartlett rotated off the Compensation Committee upon becoming a member of the Nominations and Governance Committee.
CORPORATE GOVERNANCE
MEMBERS:
Margaret M. V. Preston, Chair
Thomas A. Bartlett(1)Jill C. Brannon Shelley Stewart, Jr.
Kathy Hopinkah Hannan(2)
All members of the Nominations and Governance Committee are independent.
MEETINGS IN 2025: 4
NOMINATIONS AND GOVERNANCE COMMITTEE
PRIMARY RESPONSIBILITIES:
Board and committee composition
Recommends for Board approval the qualifications and criteria for service as a director
Identifies, evaluates and recommends director candidates
Submits to the Board recommendations for committee assignments
Reviews and makes recommendations to the Board regarding whether a director
should continue service on the Board if there is a change in their principal employment or the number or type of outside boards on which the director serves
Stakeholder impacts
Oversees, reviews and monitors Otis' policies, programs and practices related to environment, health and safety, human capital management, and related matters
Oversees, reviews and monitors Otis' corporate social responsibility and charitable giving programs
Oversees shareholder engagement and proposals
Corporate governance
Reviews and recommends to the Board appropriate compensation for non-employee directors
Oversees the design and conduct of the annual self-evaluation of the performance of the Board and its committees
Develops, reviews and recommends to the Board updates to the Corporate Governance Guidelines
Establishes and monitors policies and practices on Board operations and Board service
Reviews and monitors the orientation of new Board members and the continuing education of all directors
Reviews and makes recommendations to the Board regarding shareholder rights and shareholder proposals
(1)Effective December 4, 2025.
(2)Dr. Hannan rotated off the Nominations and Governance Committee upon becoming Compensation Committee Chair on August 26, 2025.
CORPORATE GOVERNANCE
How we select our directors
HOW WE SELECT OUR DIRECTORS
Our Board is composed of individuals who, together, bring diverse backgrounds and possess the skills, experiences and perspectives that are ideally suited to guide Otis today and lead Otis forward. Our directors were all nominated for re-election following a thorough and rigorous process.
2
1
3 4
ESTABLISH QUALIFICATIONS FOR SELECTION
AS A DIRECTOR
IDENTIFY PERSONS QUALIFIED TO SERVE AS DIRECTORS, CONSISTENT WITH APPROVED QUALIFICATIONS
REVIEW CANDIDATES IN LIGHT OF THE APPROVED QUALIFICATIONS
RECOMMEND A SLATE OF DIRECTOR CANDIDATES TO BE PROPOSED FOR ANNUAL ELECTION BY SHAREHOLDERS
The Board, on recommendation by the Nominations and Governance Committee, has established fundamental criteria that any prospective director must possess. Recognizing that Otis must continually adapt to ever-changing business, social, environmental and other global dynamics, the Board also considers which skills, attributes and experiences are necessary to support Otis in executing its current strategy as well as to guide the company in the future. The qualifications used by the Board in selecting the nominees for directors are described under ''Criteria for Board membership'' and ''Director skills and attributes'' on pages 25-26.
STEP 1
Establish qualifications for selection as a director
The Chair, in consultation with the Nominations and Governance Committee and the Lead Director, is responsible for identifying candidates for the Board. The Board has delegated the screening and evaluation process for director candidates to the Nominations and Governance Committee, in consultation with the Chair and the Lead Director. The Nominations and Governance Committee also may engage search firms to assist in identifying and evaluating qualified candidates and to ensure that a large and diverse pool of potential candidates is being considered.
STEP 2
Identify persons qualified to serve as directors, consistent with approved qualifications
CORPORATE GOVERNANCE
STEP 3
Review candidates in light of the approved qualifications
The Nominations and Governance Committee considers candidates recommended by directors, management and shareholders who meet the qualifications Otis seeks in its directors. Each candidate is reviewed to ensure that they meet the criteria for Board membership established by the Board. While objectivity and independence of thought are critical attributes for any nominee, the Board also considers whether the candidate satisfies the independence and other requirements for service on the Board and its committees in accordance with the rules of the NYSE and SEC.
Shareholder nominations. Shareholders may recommend nominees for consideration by advance notice or proxy access, pursuant to the procedures set forth in the Otis Bylaws and subject to the universal proxy rules under Exchange Act Rule 14a-
19. See ''Frequently Asked Questions About the 2026 Annual Meeting - How do I submit proposals and nominations for the 2027 Annual Meeting?'' on page 106 for more information on shareholder nominations of directors for the 2027 Annual Meeting. Any properly made shareholder nominations are considered by the Nominations and Governance Committee.
Conflicts of interest. Directors must be loyal to and act in the best interests of Otis and our shareholders, thus avoiding conflicts of interest and any appearance thereof, as defined by applicable laws and as set forth in The Otis Absolutes. Candidates for Board membership must disclose all situations that could reasonably represent a conflict of interest.
Additional considerations for renomination
Change in principal responsibilities. If a director's principal employment or principal responsibilities outside of Otis change substantially, the director must offer to resign from the Board. The Nominations and Governance Committee will recommend to the Board whether the resignation should be accepted.
Service on other boards. A director may not serve on the boards of more than three other public companies in addition to the Otis Board. Additionally, the Nominations and Governance Committee will review the appropriateness of a director's continuing Board service if a director joins the board of a public company or for-profit company where a relationship between Otis and such other entity may affect the independence of the director, require disclosure or conflict with other legal requirements.
Retirement policy. Our Corporate Governance Guidelines require that directors will not stand for reelection and will retire from the Board as of the Annual Meeting of Shareholders following their attainment of age 75. The Board retains the authority to approve exceptions to this policy based on special circumstances. There are no fixed term limits for members of the Board.
The individuals nominated for reelection to the Board at the Annual Meeting have served diligently, capably and vigorously in 2025. Each has been determined by the Nominations and Governance Committee and the Board to possess keen skills and attributes, and invaluable experiences necessary to strongly lead Otis into the future.
STEP 4
Recommend a slate of director candidates to be proposed for annual election by shareholders
CORPORATE GOVERNANCE
Criteria for Board membership
The Board, on recommendation by the Nominations and Governance Committee, has established fundamental criteria that a prospective director must possess:
Objectivity and independence in making informed business decisions
Broad, senior-level experience to be able to offer insight and practical wisdom and contribute to the wide scope of the Board
The highest professional and personal ethics and values in accordance with The Otis Absolutes
Loyalty to the interests of Otis
A commitment to enhancing long-term shareholder value
A capacity to devote the time required to successfully fulfill a director's duties
Alignment on the corporation's goals in the areas of health and safety, environment and impact, people and communities, and governance and accountability to drive value for our colleagues, customers, communities and other stakeholders.
All Board nominees meet the above criteria.
Recognizing that Otis and its strategy must continuously adapt to ever-changing global business and macroeconomic dynamics, the Board also considered which skills and attributes were necessary to support Otis in executing its current strategy and transformation agenda. As a result, the Board, on recommendation from the Nominations and Governance Committee, determined that it should be composed of individuals possessing one or more of the following skills and attributes, so that each crucial skill and attribute is adequately represented on the Board.
CORPORATE GOVERNANCE
Director skills and attributes
Aftermarket sales & service
Expertise in business models driven by aftermarket sales or recurring service revenue, including field-based operations with strong emphasis on colleague and public safety
Audit Committee financial expert
Experience as a public accountant, auditor, controller, principal financial or accounting officer in line with the SEC definition of Audit Committee financial expert
Corporate governance
Extensive understanding of governance frameworks, fiduciary responsibilities, and public company board and committee structures gained through governance-focused advisory work, service as a general counsel or other public company board director
Enterprise transformation
Executive leadership experience guiding organizations through rapid business, strategy or operational change, including in response to external events, with a proven track record of driving innovative and optimized solutions to achieve strategic goals
Growth strategy
Leadership experience identifying strategic growth opportunities and implementing market expansion initiatives, including strategic mergers and acquisitions, to enhance customer experience and drive sustained, profitable growth
Leadership experience outside the United States
Global executive experience, including international assignments, with deep fluency in global business practices and cross-cultural dynamics, strengthening Board oversight of risks and opportunities across worldwide customers and supply chains
Industrial & manufacturing
Knowledge and experience in industrial or manufacturing sectors to critically evaluate our operations, product development and operational efficiencies
Public company CEO
Prior experience as chief executive officer of a public company with a practical understanding and oversight of large-scale organizations, strategic planning and driving growth to achieve strategic priorities
Risk management
Leadership role requiring oversight and understanding of major business risk exposures, including financial, operational, compliance, reputational, strategic, regulatory, geopolitical, trade, cybersecurity or sustainability-related risks
Technology & innovation
Experience driving implementation of new technological advancements and innovation to enhance operational capabilities, product offerings and customer experience
CORPORATE GOVERNANCE
Board effectiveness
A strong and effective Board is the foundation of Otis' governance. The Board monitors and maintains its effectiveness through its interrelated Board governance practices. The Board's self-evaluation process allows it to improve its practices and policies to increase effectiveness. Continuous improvement includes understanding and staying current on industry, global, financial and other trends impacting the business. Otis' governance practices include robust onboarding and continuing education opportunities.
BOARD COMPOSITION
Stringent director qualifications ensure high-quality and high-performing directors
Retirement and overboarding policies support appropriate refreshment and focus
Permissible range in Board size keeps the Board small enough to permit vigorous interaction while allowing for responsiveness to changing circumstances
Independent Lead Director and majority independent Board support objective, independent governance
BOARD ENGAGEMENT
Comprehensive management reporting occurs at Board and committee meetings
Private sessions at every Board and committee meeting support candid discussions
Committee oversight and reporting to the Board allow robust analysis and sharing of information
Full access to management
Board effectiveness
BOARD EDUCATION
Comprehensive onboarding education and training Full access to advisors and counsel
Commitment to providing full range of continuing education offerings on various Board-relevant topics, including management-directed programming
BOARD GOVERNANCE AND ACCOUNTABILITY
Competitive director compensation to help attract highly skilled individuals
Each member of the Board expected to be a long-term Otis shareholder to align with shareholder interests
Committee assignments managed to ensure appropriate and varied perspectives
Annual elections, majority voting standard for uncontested elections and proxy access support accountability to shareholders
EVALUATION OF EFFECTIVENESS: BOARD SELF-EVALUATIONS
The Nominations and Governance Committee oversees the design and implementation of an annual self-evaluation to assess the performance and effectiveness of the Board, its committees and the contributions of directors.
The Lead Director and the Nominations and Governance Committee Chair jointly lead the self-evaluation process, which includes individual interview sessions with directors.
Through written feedback and individual follow-up interviews, the directors provide an evaluation of the performance of the Board and the committees on which they sit, their own performance and the performance of the other directors on the Board as a whole. A summary of results identifying themes or issues that emerge from the self-evaluations are discussed in Board and committee private sessions without management.
Results from self-evaluations are used to enhance the Board and governance practices and policies, as well as inform the Board's consideration of:
Board roles, including committee assignments and chair positions
Succession planning
Composition and refreshment objectives
CORPORATE GOVERNANCE
Director continuing education
The Board endeavors to conduct at least one annual on-site visit to an Otis operating unit, factory or construction or customer site, giving directors a firsthand understanding of Otis' operations and providing an opportunity for colleagues and directors to interact. We also encourage our Board members to visit Otis branches, service centers and other facilities. In 2025, certain Board members visited branches, facilities and/or customer job sites in Albany, New York; Phoenix, Arizona; Hong Kong, SAR;
San Sebastian, Spain; and Paris, France.
Additionally, directors also receive daily weekday news updates relevant to Otis and the broader elevator and escalator industry and participate in outside continuing education programs through organizations, including the National Association of Corporate Directors (NACD), Women Corporate Directors and others, on a variety of Board-relevant topics, including cybersecurity and AI oversight.
Director onboarding
As required by the Corporate Governance Guidelines, any new director will participate in an orientation program that will include:
Sessions familiarizing directors with the roles and responsibilities of the Board, including topics tailored to each director's committee assignments
Meetings with senior leaders to review the company's strategy, its business, financial statements, significant financial, accounting and risk management items, compliance programs and The Otis Absolutes, as well as the internal audit function and the independent auditor
Attendance at a quarterly earnings call
Meetings with key executives, including regional and functional area leaders, and an assigned Board Director mentor
Disclaimer
Otis Worldwide Corporation published this content on April 17, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 17, 2026 at 20:47 UTC.