OTIS WORLDWIDE CORP (OTIS)
Sector: Industrials
2026 Annual Meeting Analysis
OTIS WORLDWIDE CORP · Meeting: May 27, 2026
Directors FOR
2
Directors AGAINST
8
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Black has served since April 2020, giving him full overlap with the three-year underperformance period. Otis's three-year stock return of +5.5% (low positive) falls in the 0–20% band, meaning the peer-group underperformance threshold is 35 percentage points; Otis trailed its disclosed compensation peer group median by 55.6 percentage points over three years, well beyond that trigger. The five-year check does not provide a mitigant — over five years Otis trailed the same peer group by 99.7 percentage points, which also far exceeds the 35-point threshold, so the 3-year underperformance reflects a sustained pattern rather than a temporary dip.
Connors joined in October 2022, approximately 3.5 years before the May 2026 meeting, providing substantial overlap with the three-year underperformance period. Otis's three-year TSR of +5.5% places it in the low-positive band with a 35-point threshold; Otis underperformed the peer group by 55.6 percentage points, triggering a No vote. While she joined after underperformance began, her tenure now covers the full three-year measurement window, and no 5-year mitigant is available given she joined in late 2022. Additionally, she currently holds four active public company board seats (Otis, Carnival, ConocoPhillips, Zebra Technologies), which triggers the overboarding policy of four or more public company seats.
Hannan has served since April 2020, giving her full overlap with the three-year underperformance period. Otis's three-year TSR of +5.5% is in the low-positive band (threshold: 35pp), and the company trailed its compensation peer group by 55.6 percentage points over three years — well above the trigger. The five-year TSR gap of -99.7pp against the same peer group is also far beyond the threshold, confirming this is not a short-term aberration and the 5-year mitigant does not apply.
Kearney has served since April 2020, covering the full three-year underperformance period. With Otis's three-year TSR of +5.5% in the low-positive band, the peer-group underperformance threshold is 35 percentage points; Otis trailed the peer median by 55.6 percentage points. The five-year check (-99.7pp gap) also far exceeds the threshold, so no mitigant applies and the No vote stands.
Marks has served as CEO and director since April 2020, giving her full overlap with the three-year underperformance period. Under the policy, executive directors are subject to the same TSR trigger as non-executive directors, independently of the Say on Pay vote. Otis's three-year TSR of +5.5% is in the low-positive band (threshold: 35pp), and the company trailed its compensation peer group by 55.6 percentage points. The five-year peer gap of -99.7pp also far exceeds the threshold, confirming sustained underperformance with no mitigant.
Preston has served since April 2020, covering the full three-year underperformance period. Otis's three-year TSR places it in the low-positive band (threshold: 35pp), and the company trailed its peer group by 55.6 percentage points. The five-year check also fails to cure the trigger, with a -99.7pp gap, confirming sustained underperformance.
Stewart has served since April 2020, covering the full three-year underperformance period. With Otis's three-year TSR in the low-positive band, the peer-group underperformance threshold is 35 percentage points; Otis trailed by 55.6 percentage points. The five-year gap of -99.7pp also far exceeds the threshold, so the No vote stands without mitigation.
Walker has served as Independent Lead Director since April 2020, covering the full three-year underperformance period. Otis's three-year TSR of +5.5% is in the low-positive band (threshold: 35pp), and the company trailed its disclosed compensation peer group by 55.6 percentage points. The five-year check (-99.7pp gap against the same peers) also far exceeds the threshold, confirming sustained underperformance and leaving no basis for mitigation.
For Analysis
Bartlett joined in October 2023, which is less than 24 months before the meeting date of May 27, 2026, making him exempt from the TSR underperformance trigger under the new-director exemption; his background as a former public company CEO with deep financial expertise is highly relevant to Otis's oversight needs.
Brannon joined in October 2023, which is less than 24 months before the May 2026 meeting, making her exempt from the TSR underperformance trigger; she brings strong sales leadership and service-business experience relevant to Otis's strategy.
Eight of the ten director nominees receive an AGAINST vote under the TSR underperformance trigger. Otis's three-year stock return of +5.5% places it in the 'low positive' band, meaning the company's TSR must trail the compensation peer group by more than 35 percentage points to trigger a No vote; Otis actually trailed by 55.6 percentage points — well beyond the threshold. The five-year peer gap of -99.7pp is also far above the threshold, confirming this is sustained underperformance rather than a temporary dip, so no mitigant applies for any of the qualifying directors. Two nominees (Bartlett and Brannon) are exempt because they joined within the past 24 months. Connors receives an additional flag for holding four active public company board seats, which triggers the overboarding policy.
Say on Pay
✓ FORCEO
Judy Marks
Total Comp
$16,977,877
Prior Support
below 70%%
The 2025 Say on Pay vote fell below 70%, which normally triggers a No vote unless the company has made visible changes to its compensation structure. Otis has taken meaningful, concrete responsive actions: it committed not to grant any future off-cycle equity awards to the CEO (the primary driver of last year's failed vote), added a negative TSR cap to future performance stock awards so payouts are limited when shareholders have lost money, simplified the short-term incentive design by replacing subjective ESG and individual multipliers with a transparent strategic scorecard, and conducted extensive shareholder engagement involving 18 post-vote meetings led by the Compensation Committee Chair and Independent Lead Director. These changes directly address the specific shareholder concerns raised and represent a genuine structural improvement rather than cosmetic disclosure updates. The underlying 2025 pay structure — with approximately 91.6% of CEO target pay at risk, meaningful performance conditions on long-term awards, strong clawback policies, and pay levels benchmarked to market median — is sound, and the prior-year objection was narrowly targeted at the one-time off-cycle grant that has now been permanently restricted.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$13,124,146
Non-Audit Fees
$2,321,092
Non-audit fees (tax fees of $2,179,092 plus other fees of $142,000 = $2,321,092) represent approximately 17.7% of audit fees ($13,124,146), well below the 50% threshold that would raise independence concerns. No material restatements were identified, and PwC is a Big 4 firm fully appropriate for a company of Otis's size and global complexity. Auditor tenure was not disclosed in the proxy, so the tenure trigger cannot fire — the policy requires confirmed data to vote against on that basis.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal — Political Contributions (if properly presented at the meeting)
This proposal asks for a report on political contributions. While disclosure proposals generally have a lower bar to support, Otis has already taken direct, concrete action in response to shareholder feedback by adding substantial new political contributions disclosure to this very proxy statement — including detailed descriptions of its corporate policy, Otis PAC activity (less than $10,000 in 2025 contributions), trade association participation controls, and oversight by the Nominations and Governance Committee. The company's political contributions are genuinely de minimis, and the shareholders themselves confirmed during 2025 outreach that a standalone report would not be an effective use of company resources given the small scale of activity. Because the company's enhanced proxy disclosure substantively addresses the information investors said they wanted, and because the proposal failed to receive majority support in the prior year, an AGAINST vote is appropriate.
Overall Assessment
The 2026 Otis annual meeting ballot presents a mixed picture: the company's Say on Pay vote earns support given genuine and concrete structural improvements made in response to last year's failed vote, and the auditor ratification is straightforward with low non-audit fees and an appropriate Big 4 firm. However, eight of ten director nominees receive an AGAINST vote because Otis has significantly underperformed its own disclosed compensation peer group by 55.6 percentage points over three years — a gap well above the 35-point trigger for low-positive TSR returns — and the five-year track record confirms this is not a temporary dip, with a -99.7pp five-year peer gap leaving no basis for mitigation.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing