OTIS 8-K
Otis Worldwide Corp (OTIS)
8-K
2026-09-15
For: 2026-09-13
View Original
Added on
September 15, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 13, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code
(860 ) 674-3000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On September 15, 2026, Otis Worldwide Corporation (the “Company”) announced that the Board of Directors of the Company (the “Board”) and Judith F. Marks, the
Company’s Chair, Chief Executive Officer and President, have agreed that Ms. Marks will retire from the Company effective on the earlier of (i) the date her successor commences service as the Company’s Chief Executive Officer and President, which is
currently expected to occur during the first half of 2027, and (ii) July 31, 2027 (such earlier date, the “Transition Date”). Ms. Marks will also resign from the Board effective as of the Transition Date.
As part of the Board’s ongoing succession-planning process, the Board is conducting a comprehensive search to identify the Company’s next Chief Executive
Officer, with which Ms. Marks will assist. The search is being overseen by a succession committee of the Board chaired by Christopher J. Kearney. The succession committee has retained Spencer Stuart, a leading global executive search firm, to
assist with the search, which is considering both internal and external candidates.
In connection with this transition, the Company and Ms. Marks entered into a letter agreement on September 13, 2026 (the “Transition Agreement”). Under the
Transition Agreement, Ms. Marks will continue to serve as the Company’s Chair, Chief Executive Officer and President through the Transition Date and will resign from the Board and all other positions with the Company and its subsidiaries effective as
of that date. However, if the Transition Date occurs before July 31, 2027, Ms. Marks will serve as a non-employee senior advisor through July 31, 2027 to support the leadership transition. Furthermore, if Ms. Marks is terminated by the Company
without cause, or if Ms. Marks resigns following the Company’s material breach of the Transition Agreement, then the date of such termination of employment will constitute the Transition Date, and her service as a senior advisor will commence. She
will receive no cash compensation for the advisory services, but her outstanding Company equity awards will continue to vest during the advisory period in accordance with their terms and she will remain eligible to receive her annual bonus in respect
of 2026 based on actual performance and, if the Transition Date occurs prior to January 1, 2027, prorated in respect of the partial year of employment.
The foregoing summary is qualified in its entirety by the Transition Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated
herein by reference.
| Item 7.01. |
Regulation FD Disclosure.
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On September 15, 2026, the Company issued a press release announcing the executive transition, a copy of which is furnished with this Current Report as
Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including the presentation materials and other
information on the Company’s website, shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be deemed
to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Exhibit Description
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Letter Agreement, dated September 13, 2026, between Judith F. Marks and Otis Worldwide Corporation.
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Press Release, dated September 15, 2026, issued by Otis Worldwide Corporation.
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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OTIS WORLDWIDE CORPORATION
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(Registrant)
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Date: September 15, 2026
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By:
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/s/ Susan Brown Grady
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Name:
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Susan Brown Grady
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Title:
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Senior Vice President, Corporate Secretary
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Exhibit 10.1
September 13, 2026
Judith F. Marks
At the address last on file with the Company
RE: Transition and Retirement
Dear Judy:
On behalf of Otis Worldwide Corporation (together with all of its subsidiaries, divisions and affiliates are hereafter referred to collectively as
the “Company”), I want to thank you for your many years of service to the Company, during which you have demonstrated exceptional leadership and made significant
contributions to the Company as Chair, Chief Executive Officer and President. We appreciate your willingness to provide continued support and expertise to the Company as we navigate this leadership transition.
As you and the Company have mutually agreed, you will assist with the orderly transition of your duties and responsibilities to a successor Chief
Executive Officer and President and thereafter retire from the Company. In connection with your retirement, your employment with the Company will automatically terminate and you will automatically and immediately resign as a member of the Board
of Directors of Otis Worldwide Corporation (the “Board”).
This letter agreement (this “Agreement”) sets forth the terms and
conditions relating to your leadership transition, retirement and separation from the Company, including the treatment of your outstanding long-term incentive awards, and reflects the parties’ agreement regarding the resolution of claims arising
out of or relating to your employment or separation from the Company. Accordingly, in consideration of the mutual promises and covenants set forth herein, you and the Company agree as follows:
| 1. |
Transition and Retirement
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You will retire and your employment with the Company will terminate on the earlier of (a) the date upon which the Board-appointed successor Chief
Executive Officer commences service as Chief Executive Officer of the Company, which is currently expected to occur during the first half of 2027, and (b) July 31, 2027, or such later date as you and the Board may mutually agree in writing (the “Transition Date”). Until the Transition Date, you will continue to serve as Chair, Chief Executive Officer and President of the Company and, as requested by the Board, will
assist with the search for, and the transition of your duties and responsibilities to, a successor Chief Executive Officer. For all purposes of the LTI Plan (as defined below), your continuous service with the Company will be treated as
continuing through the Transition Date, and the Transition Date will be your “Termination Date” as that term is defined in the schedule of terms of the LTI Plan.
In connection with your retirement from employment, by signing this Agreement, you hereby automatically and irrevocably resign, effective as of
the Transition Date, from your position as a member of the Board. On the Transition Date, to the extent requested by the Company, you will resign from any Company positions you hold and will execute any documents reasonably related thereto.
Notwithstanding the foregoing, if the Transition Date occurs prior to July 31, 2027 due to the commencement of employment of a successor Chief
Executive Officer, then, beginning on the Transition Date and ending on July 31, 2027 (such period, the “Consulting Period”), you will serve as a nonemployee consultant to
the Company. If the Transition Date occurs on or after July 31, 2027, then there will be no Consulting Period.
During the Consulting Period, you will be available to advise the Company on all matters relating to the Company and your prior employment
therewith, and will be expected to perform such duties and responsibilities as reasonably requested by the Board or Chief Executive Officer of the Company (the “Services”)
(it being understood that the Company will make available to you any property previously returned as may be necessary to facilitate such Services, and you will return such property thereafter); provided
that the level of Services will not exceed 20% of the average level of services you provided to the Company during the 36-month period immediately preceding the Transition Date. The parties intend that, whether or not the Consulting Period
occurs, your termination of employment on the Transition Date will constitute a “separation from service” within the meaning of Section 409A (as defined below) and a termination of employment for purposes of the Company’s employee benefit plans,
other than as set forth in Section 2.B. hereto. During the Consulting Period the Company will reimburse your reasonable business expenses, including travel expenses in respect of travel requested by the Company, on the basis applicable to
members of the Executive Leadership Group. Except as provided in this Section 1, you will not be eligible to receive any compensation in respect of the Services, nor will you be eligible to participate in any employee benefit plans of the
Company (except as required by applicable law, including the Consolidated Omnibus Budget Reconciliation Act) during the Consulting Period. Notwithstanding the foregoing, if the Consulting Period begins before the Company pays its short-term
incentive awards for 2026 in the ordinary course of business, you will remain eligible to receive your short-term incentive award for 2026 based on actual performance (the “STI
Award”) at the time such awards are normally paid; provided, however, that if the Consulting Period begins before
January 1, 2027, the STI Award will be prorated based on the number of days elapsed in 2026 through the Transition Date. The Company may terminate the Consulting Period for Cause (as defined in the LTI Plan), and you may terminate the Consulting
Period voluntarily upon written notice to the Company. If the Consulting Period is terminated by the Company for Cause or by you voluntarily, you will cease to be eligible, effective as of the date of such termination, for any further benefits
under Section 2.B. hereof, including any continued vesting of the LTI Awards thereunder.
Subject to your continued compliance with this Agreement, including, for the avoidance of doubt, your compliance with all applicable restrictive
covenants, then, in exchange for your provision of the Services, you will be entitled to the continued vesting of certain of your equity awards during the Consulting Period; provided
that, in order to receive such vesting, which constitutes good and valuable consideration, you will sign a release of claims in favor of the Company in the form attached as Exhibit A
(the “Release”). The Release must be signed by you no earlier than the Transition Date and no later than 21 days after the Transition Date.
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The parties acknowledge that your employment will remain “at will” through the Transition Date. Accordingly, either you or the Company may end
the employment relationship at any time. If your employment ends before the Transition Date, this Agreement will cease to apply, and the parties’ respective rights and obligations in connection with your separation from the Company will be
determined in accordance with the applicable agreements and benefit plans; provided, however, that if your employment is
terminated involuntarily by the Company other than for Cause or due to your death or Disability (as defined in the LTI Plan), or if you terminate your employment following the Company’s material breach of this Agreement, then the date of your
termination of employment will be deemed to be your Transition Date, the Consulting Period will commence on such date and you will therefore remain eligible to vest in the LTI Awards under the LTI Plan pursuant to Section 2.B. hereof. For purposes of the foregoing, you must provide the Company with written notice describing the material breach in reasonable detail no later than thirty (30) days after the breach occurs, the
Company must fail to cure such breach within thirty (30) days after receiving such notice, and you must terminate your employment promptly following the expiration of such cure period. For the avoidance of doubt, except as provided in this
paragraph, you will not be entitled to any payments, benefits, or other rights under this Agreement following the termination of your employment, nor will the Consulting Period commence after any other termination of your employment.
Your transition and termination of employment on the Transition Date, including as described in the immediately preceding paragraph, and the
termination of the Consulting Period on July 31, 2027 will not constitute a “Qualifying Termination” within the meaning of the Company’s Executive Leadership Group Severance Plan.
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Separation Benefits
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You acknowledge and agree that the compensation and benefits described in this Section 2, together with any accrued but unpaid compensation and
any vested benefits to which you are entitled under the applicable Company plans, constitute the sole benefits due to you in connection with your separation from the Company as described in this Agreement.
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A.
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ELG RSUs. Your retirement on the Transition Date
will constitute a “Qualifying Separation” for purposes of that Executive Leadership Group Agreement, dated as of November 10, 2017, and effective as of October 20, 2017 (the “ELG Agreement”). Your ELG RSUs, granted to you on November 1, 2017 (the “ELG RSUs”), will be treated and settled in accordance with the terms of
the ELG Agreement and the Legacy Schedule of Terms applicable to such ELG RSUs (including the provisions thereof providing for vesting in the event of our death or Disability or upon a Change-in-Control), subject to your timely
execution and non-revocation of the ELG RSU Retention Award Vesting Agreement in the form attached as Exhibit B (the “Vesting Agreement”). For the avoidance of doubt, if you do not timely execute the Vesting Agreement following the Transition Date, you will forfeit your right to receive any consideration in respect of
the ELG RSUs.
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B.
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Long-Term Incentive (LTI) Awards. Your LTI awards
that are not the ELG RSUs (the “LTI Awards”) will be governed by and subject to the terms and conditions of the Otis Worldwide Corporation 2020 Long-Term
Incentive Plan, as amended and restated as of January 1, 2024, and the applicable schedule of terms for each such LTI Award, including the “Forfeiture of Award and Repayment of Gains” provisions (collectively, the “LTI Plan”), except as expressly provided in this Agreement; provided that, if the Transition Date occurs prior to July 31, 2027, then your termination of employment on the Transition Date will not constitute a termination of services within the meaning of the LTI
Plan. Accordingly, subject to your compliance with this Agreement (including, for the avoidance of doubt, the Release, as applicable), your assistance with the orderly transition of your duties and responsibilities and your continued
provision of services to the Company, whether as an employee or a non-employee consultant, through the applicable vesting date, such LTI Awards (including your annual awards granted of February 6, 2024, February 4, 2025 and February
3, 2026, and your Supplemental Restricted Stock Unit Award and Supplemental Performance share Unit Award, each granted on July 23, 2024) will remain outstanding and eligible to vest in accordance with their terms through July 31,
2027. Upon the Transition Date or, if applicable, the later conclusion of the Consulting Period, your outstanding LTI Awards will be forfeited and cancelled at such time for no consideration in respect thereof in accordance with the
terms of the LTI Plan.
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C.
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Executive Leased Vehicle. You may purchase your
Company leased vehicle in accordance with standard program procedures prior to the Transition Date. If you do not wish to purchase this vehicle, it must be returned to the Company on or before the Transition Date.
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D.
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Indemnification. The Company will indemnify you and
advance expenses to you to the fullest extent permitted by the applicable law in respect of your service as an officer and director and in respect of your Services, in each case to the fullest extent required by applicable law and
subject to the terms and conditions of the Company’s certificate of incorporation, bylaws and any applicable individual indemnification agreement between you and the Company. Following the Transition Date, you will be covered under
any directors’ and officers’ liability insurance policy maintained by the Company to the same extent, and on terms no less favorable, than those applicable to similarly situated former directors and officers of the Company.
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E.
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No Mitigation. You will not be required to mitigate
the amount of any payment or benefit provided under this Agreement, and no such payment or benefit will be reduced by any compensation you earn from any subsequent employer or engagement, except as otherwise expressly provided in this
Agreement.
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| 3. |
Agreements by You
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A.
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You acknowledge that the restrictive covenants and obligations set forth in the Otis Worldwide Corporation Restrictive
Covenant Agreement between you and the Company (the “RC Agreement”) will remain in effect in accordance with its terms.
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B.
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On or before the Transition Date, you will return to the Company your company-issued laptop, telephone, and other electronic
devices, as well as all Company Information (as defined below), reports, files, memoranda, records, computer access codes, software and other information that you received or prepared or helped to prepare in connection with your
position at the Company. You have not and will not retain any copies or excerpts of such materials (hard copy and electronic); provided that you may retain (i) your
personal contacts, calendars and correspondence, (ii) personal copies of your compensation, equity and benefits records and (iii) any agreement to which you are party in your individual capacity. The term “Company Information” as used in this Agreement means: (a) confidential information including, without limitation, information received from third parties under confidential conditions;
(b) information subject to the Company’s attorney-client or work-product privilege; (c) the capabilities and potential of Company Employees; and (d) other technical, scientific, business or financial information, the use or disclosure
of which might reasonably be construed to be contrary to the Company’s interest. You acknowledge that your intellectual property agreement with the Company continues in full force and effect following the Transition Date.
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C.
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Subject to Section 3.F., if you become legally compelled to discuss Company Information or any other matter that may
otherwise violate this Agreement, you will promptly notify the Company to enable the Company, if it chooses, to seek any legally appropriate remedy prior to such disclosure.
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D.
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If any of the restrictions in this Section 3 (including in the RC Agreement) are held by a competent authority to be
unenforceable under applicable law, this Section 3 will be deemed amended to limit its scope to the broadest scope that such authority determines is enforceable, and as so amended will continue in effect.
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E.
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You agree to cooperate with the Company following the Transition Date with respect to any matter in which: (i) you were
involved during the course of your employment with the Company; and (ii) your subsequent assistance and cooperation is reasonably necessary or appropriate. Such cooperation will include using your reasonable best efforts to protect
and further the Company’s interests in litigation matters. The Company and you will each use good-faith best efforts to reconcile and accommodate any conflicts with respect to scheduling any such assistance, with the Company taking
into account your pursuit, acceptance of or performance of any other professional responsibilities and you taking into account the Company’s need to comply with judicial or other similar nondiscretionary orders.
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F.
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Nothing in this Agreement, will be construed to prohibit you from filing a charge with, providing information or testimony
to, or participating in any investigation or proceeding by the EEOC or comparable state or local agency, filing a whistleblower claim or complaint with the SEC, providing information or testimony, or otherwise reporting unlawful
conduct to an enforcement agency or law enforcement, including making disclosures to such agency or official thereof without notice to the Company. You agree, however, to waive the right to recover monetary damages in any charge,
complaint, or lawsuit filed by you or anyone else on your behalf, with respect to any claims that are released in the Vesting Agreement and/or the Release, following the execution of such documents. Notwithstanding the above, you may
accept a whistleblower award from the SEC for having reported information to that agency.
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Taxes
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You, or your estate, are responsible for any tax liability associated with payments and benefits provided under this Agreement. The Company will
withhold taxes from such payments to the extent required by law. The intent of the parties is that to the maximum extent permitted the payments and benefits under this Agreement be exempt from or comply with Section 409A of the Internal Revenue
Code of 1986, as amended and the rules and regulations thereunder (collectively, “Section 409A”) and, accordingly, this Agreement will be interpreted to be exempt from or in
compliance with Section 409A. For purposes of Section 409A, your right to receive any installment payments pursuant to this Agreement will be treated as a right to receive a series of separate and distinct payments. To the extent that any
reimbursement or in-kind payment provided pursuant to this Agreement is deemed “nonqualified deferred compensation” subject to Section 409A then (i) all such expenses or other reimbursements as provided herein will be payable in accordance with
the Company’s policies in effect from time to time, but in any event will be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you, (ii) no such reimbursement or expenses
eligible for reimbursement in any taxable year will in any way affect the expenses eligible for reimbursement in any other taxable year, and (iii) the right to such reimbursement or in-kind benefits will not be subject to liquidation or exchanged
for another benefit.
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Miscellaneous
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This Agreement, the LTI Plan and those agreements incorporated herein contain all the legally binding understandings and agreements between you
and the Company pertaining to the subject matter of this Agreement, and supersede all other, prior representations, whether written or oral, concerning your employment with the Company and your separation from the Company; provided that nothing in this Agreement limits or otherwise affects your rights to vested benefits under the Company’s retirement, pension, savings and deferred compensation plans. The
Company has made no promises to you other than those set forth in this Agreement. This Agreement, and the provisions in it, will not be construed or interpreted for, or against, any party because that party drafted or caused that party’s legal
representative to draft any of its provisions. No changes to this Agreement will be effective unless made in writing and signed by the parties hereto. In the event of any conflict in terms between the LTI Plan and this Agreement, the terms of
the LTI Plan will prevail and govern. This Agreement may be executed in counterparts, including by electronic means, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The provisions
of this Agreement are severable and divisible. In the event that any portion of this Agreement is determined to be illegal or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
You are encouraged to consult with an attorney before signing this Agreement. The Company will pay or reimburse you for the reasonable legal fees
and expenses you incur in connection with the negotiation, preparation and execution of this Agreement, up to a maximum of $25,000, subject to the Company’s timely receipt of reasonable supporting documentation.
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Any dispute arising between the Company and you with respect to the performance or interpretation of this Agreement will be submitted to
arbitration in Hartford, Connecticut, for resolution in accordance with the Employment Arbitration Rule of the American Arbitration Association, modified to provide that the decision by the arbitrator will be binding on the parties, will be
furnished in writing, separately and specifically stating the findings of fact and conclusions of law on which the decision is based and will be rendered within 90 days following empanelment of the arbitrator; provided, however, that the Company may at its option elect to seek damages or injunctive relief (without the necessity to post bond) for any breach of
Section 3 in any court of competent jurisdiction. The costs of arbitration and selection of the arbitrator will be determined in accordance with the rules of the Employment Arbitration Rules of the American Arbitration Association. Following a
decision by the arbitrator, the successful party will be reimbursed by the other party for all costs or fees paid by the successful party to the American Arbitration Association in relation to the dispute under this Agreement. This Agreement
will be subject to and governed by the laws of the state of Delaware, excluding its conflict of laws rules.
In addition to any other rights the Company may have, should you materially breach any of the terms of the RC Agreement or this Agreement,
including specifically, but not limited to, the representations and promises contained in Section 3, the Company will have the right to cease any enhanced benefits or payments provided based on this Agreement and seek recovery of all such
payments, net of $1,000 and any taxes paid by you with respect to such payments that are not refundable or otherwise recoverable by you. Such action by the Company will not be taken capriciously and will have no effect on the release of claims
in the Vesting Agreement and/or the Release. The Company’s remedy for a breach of this Agreement will not be limited to the recovery of payment or the value of benefits provided or due in accordance with this Agreement.
[Signature page follows]
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To confirm the foregoing terms are acceptable to you, please execute and return the copy of this Agreement, which is enclosed for your convenience.
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Very truly yours,
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Otis Worldwide Corporation
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By:
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/s/ Christopher Kearney
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Name:
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Christopher Kearney
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Title:
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Independent Lead Director
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Acknowledged and agreed:
/s/ Judith F. Marks
Judith F. Marks
[Signature Page to the Letter Agreement]
Exhibit A
Release Agreement
This release agreement (this “Release”) is entered
into by Judith F. Marks (the “Executive”). Capitalized terms used in this Release have the meaning set forth in the Letter
Agreement by and between the Executive and Otis Worldwide Corporation (together will all of its subsidiaries, divisions and affiliates are hereafter referred to collectively as the “Company”) dated as of September 13, 2026 (the “Agreement”).
WHEREAS, pursuant to Section 2 of the Agreement, the Executive agreed to execute this Release.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in the Agreement and as a condition to receipt of the payments and benefits set forth in the Agreement, and in full and complete settlement of all
matters between the Executive and the Company, the Executive agrees as follows:
I. COMPLETE RELEASE
A. The Executive, for the Executive and on behalf of the Executive’s heirs, executors, assigns and successors in interest, hereby agrees to release the Company, its subsidiaries, divisions, employee benefit plans and their administrators,
present or former employees, officers and directors, personally and in their capacity as employees, officers and directors of the Company, from all claims or demands the Executive may have based on the Executive’s employment with the Company
or the termination of that employment. This includes a release of any rights or claims the Executive may have under U.S. law, including the Age Discrimination in Employment Act of 1967, as amended from time to time, which prohibits age
discrimination in employment; Title VII of the Civil Rights Act of 1964, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay
for equal work; the Americans with Disabilities Act which prohibits discrimination on the basis of disability; the Employee Retirement and Income Security Act of 1974, as amended from time to time, which prohibits termination of employment
for the purpose of interfering with eligibility for employee benefits; or any other U.S. or non-U.S. federal, state or local laws or regulations prohibiting employment discrimination. This Release also includes a release by the Executive of
any claims or actions for wrongful discharge, breach of contract (express or implied), tort, defamation, emotional distress, attorney’s fees, or any other claims otherwise related to the Executive’s employment or the termination of the
Executive’s employment with the Company.
A-1
B. This Release covers all claims based on any facts or events, whether known or unknown by the Executive that occurred on or before the execution of this Release. The Executive acknowledges that the Executive is not entitled to and will
not assert any claim for termination-related benefits under any jurisdiction outside of the United States, whether based on foreign law, regulation, collective agreement, contract or arrangement.
C. This Release is subject to the Release Exclusions, Future Rights, and Limitations described in Section II.
II. RELEASE EXCLUSIONS, FUTURE RIGHTS, AND LIMITATION
The Release in Section I does not include a release of (i)
the Executive’s rights to any pension, deferred compensation, health or similar benefits to which the Executive may be entitled in accordance with the terms of the Company employee benefit plans in which the Executive participated, (ii) any
claims for payments, benefits or other rights to which the Executive is entitled in accordance with the terms of the Agreement or this Release, including, for the avoidance of doubt, any right to indemnification as described in Section 2.D. of
the Agreement, (iii) any claim for long-term disability benefits, (iv) any claim that cannot lawfully be waived or released, (v) any right or claim arising after the date this Release becomes effective, and (vi) any right to benefits and equity
vested as of the date of this Release, including any right to exercise stock appreciation rights and to retain vested equity in accordance with the terms applicable to such stock appreciation rights and vested equity.
In addition, nothing in Section I, or anything else in this Release, shall be construed to prohibit the Executive from
filing a charge with, providing information or testimony to, or participating in any investigation or proceeding by the EEOC or comparable state or local agency, filing a whistleblower claim or complaint with the SEC, providing information or
testimony, or otherwise reporting unlawful conduct to an enforcement agency or law enforcement, including making disclosures to such agency or official thereof without notice to the Company. The Executive agrees, however, to waive the right to
recover monetary damages in any charge, complaint, or lawsuit filed by the Executive or anyone else on the Executive’s behalf, with respect to any claims that are released in Section I of this Release. Notwithstanding the above, the Executive may
accept a whistleblower award from the SEC for having reported information to that agency.
III. PERIOD FOR REVIEW AND CONSIDERATION OF RELEASE
The Executive confirms that the Executive has been given 21 days to review and consider this Release before signing it.
IV. ENCOURAGEMENT TO CONSULT WITH AN ATTORNEY
The Executive is encouraged to consult with an attorney before signing this Release. The Company will pay or reimburse the
Executive’s legal fees as provided in the Agreement.
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V. EXECUTIVE’S RIGHT TO REVOKE RELEASE
If this Release is signed by the Executive and returned to the Company within the time specified in Section III, the
Executive may revoke this Release within seven days of the date of the Executive’s signature. Revocation can be made by delivering or otherwise tendering a written notice to Susan Grady, Senior Vice President, Corporate Secretary, Otis Worldwide
Corporation, One Carrier Place, Farmington, CT 06032, USA, [email protected]. For the revocation to be effective, written notice must be received by the Company within seven days after the Executive signs this Release. If the Executive revokes
this Release, it shall not be effective or enforceable and the Executive will not be entitled to receive the benefits described in Section 2.B. of the Agreement.
VI. EFFECTIVE DATE OF RELEASE
Except as stated Section I, the “Effective Date” of this Release shall be the eighth day after this
Release is signed and dated by the Executive, provided the Executive has not revoked acceptance in accordance with Section III above. If this Release is signed but not dated by the Executive, then the effective date of this Release shall be the
eighth calendar day after receipt of this Release by the Company, provided the Executive has not revoked acceptance of this Release in accordance with Section III above. This Release must be executed and all revocation periods shall have expired
within 28 days after the date this Release was delivered to the Executive; by failing to do so, the Executive shall forfeit any payments and/or benefits provided for under Section 2 of the Agreement.
THE EXECUTIVE
ACKNOWLEDGES THAT THE EXECUTIVE HAS READ THIS RELEASE, FULLY UNDERSTANDS ITS CONTENT AND EFFECT, AND WITHOUT DURESS OR COERCION, KNOWINGLY AND VOLUNTARILY ASSENTS TO ITS TERMS.
IN WITNESS WHEREOF, THE EXECUTIVE HAS EXECUTED THIS RELEASE.
| By: |
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Judith F. Marks
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Date:
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A-3
Exhibit B
ELG RSU Retention Award Vesting Agreement
This VESTING AGREEMENT (this “Agreement”), is entered into between Judith F. Marks (hereinafter, the “Executive”), and OTIS WORLDWIDE CORPORATION, a Delaware
corporation, with an office and place of business at Farmington, Connecticut (Otis Worldwide Corporation and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).
WHEREAS, the Executive and
the Company agree that the Executive’s employment with the Company will terminate; and
WHEREAS, the parties wish
to set forth their mutual understanding concerning the terms and conditions relative to the termination of the Executive’s employment with the Company; and
WHEREAS, the Executive has
committed to membership in the Company’s Executive Leadership Group (the “ELG”), which commitment signifies, among other things, the Executive’s acceptance of the terms and
conditions of the ELG Program, including, specifically, the terms and conditions of the ELG Restricted Stock Unit Retention Award (the “ELG RSU Award”) set forth in the
Schedule of Terms of such Award;
NOW, THEREFORE, it is hereby mutually agreed as follows:
| 1. | (a) |
The Executive’s employment with the Company will terminate effective as of the “Transition Date”, as defined in that letter agreement by and between the Executive and the Company, dated September 13, 2027 (the “Letter Agreement”), unless sooner terminated by the Company or the Executive. |
| (b) |
The parties agree that the retirement of the Executive’s employment on the Transition Date is a Qualifying Separation, entitling the Executive to vest in the ELG RSU Award (the “ELG RSU Retention Award”) as of the Transition Date, subject to the Executive’s continued employment with the Company through the Transition Date. For the avoidance of
doubt, if the Executive’s employment is terminated by the Company other than for Cause or due to the Executive’s death or Disability (as defined in the LTI Plan), or if the Executive terminates her employment following the Company’s
material breach of the Letter Agreement pursuant to the process described in the Letter Agreement, then such termination shall constitute a Qualifying Separation. Receipt of the ELG RSU Retention Award is subject to continued compliance
with the obligations set forth in Section 4 of this Agreement.
|
| 2. | (a) |
Subject to Section 14, effective as of the Transition Date, the number of ELG RSUs awarded, including dividend equivalents, will convert into an equal number of shares of Otis Common Stock, less the number of shares withheld to pay taxes. The net number of shares will be transferred to an account in the Executive’s name on the records of the Company’s stock transfer agent, Computershare Trust Company. The Executive acknowledges her understanding that the receipt of the ELG RSU Award will occur in consideration of her agreements and obligations set forth in this Agreement and the ELG RSU Award. |
B-1
| (b) |
The Executive understands and agrees that the value of the ELG RSU Award will not be treated as compensation for any purpose under any of the retirement, savings, severance or other employee
benefit plans in which she participated, unless otherwise provided in the Letter Agreement.
|
| 3. | (a) |
Pursuant to this Section 3 (this “Release”), the Executive hereby agrees to release the Company, its subsidiaries, divisions, present or former employees, officers and directors from all claims or demands the Executive may have arising from or related to her employment with the Company or the termination of that employment. This includes a release of any rights or claims that the Executive may have under the Age Discrimination in Employment Act of 1967, as amended from time to time, which prohibits age discrimination in employment; Title VII of the Civil Rights Act of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex; the Equal Pay Act, which prohibits paying men and women unequal pay for equal work; the Americans with Disabilities Act, which prohibits discrimination on the basis of handicap; the Employee Retirement Income Security Act of 1974, as amended, which prohibits discrimination on the basis of eligibility to receive benefits and any other federal, state or local laws or regulations prohibiting employment discrimination. This Release also includes a release by the Executive of any claims or actions for wrongful discharge based on statute, regulation, contract, tort, common or civil law or otherwise. |
| (b) |
This Release covers all claims based on any facts or events, whether known or unknown by the Executive that occurred on or before the effective date of this Agreement. This Release does not
include a release of the Executive’s rights to any pension, deferred compensation, health or similar benefits to which she may be entitled in accordance with the terms of the Company employee benefit plans in which she participated, nor
of any right to indemnification or advancement of expenses, any right to coverage under any directors’ and officers’ liability insurance policy, any right or claim arising after the date upon which this Release becomes effective, any
right to benefits and equity vested as of that date, or any claim that cannot lawfully be waived.
|
| (c) |
Nothing in this Agreement will be construed to prohibit the Executive from filing a charge with, providing information or testimony to, or participating in any investigation or proceeding by the
Equal Employment Opportunity Commission (EEOC) or comparable state or local agency, filing a whistleblower claim or complaint with the Securities and Exchange Commission (the “SEC”), providing information or testimony, or otherwise reporting unlawful conduct to an enforcement agency or law enforcement, including making disclosures to such agency or official thereof without notice to the
Company. The Executive agrees, however, to waive the right to recover monetary damages in any charge, complaint, or lawsuit filed by the Executive or anyone else on the Executive’s behalf, with respect to any claims that are released
pursuant to this Release. Notwithstanding the above, the Executive may accept a whistleblower award from the SEC for having reported information to that agency.
|
B-2
| (d) |
The Executive understands and agrees that, except as provided in the Letter Agreement, the distribution of the ELG RSU Award distributed pursuant to this Agreement is in full and complete
satisfaction of all obligations due to her by the Company and that no other obligations are due to her under the ELG Program or ELG Agreement. The Executive further acknowledges that she will not be entitled to any additional severance
payments or payments in lieu of vacation, holiday or other fringe benefits under the ELG or any other Company program, other than as set forth in the Letter Agreement.
|
| (e) |
Following the Transition Date, the Executive agrees that she will cooperate with the Company with respect to matters that involved her during the course of her employment if such cooperation is
deemed necessary or appropriate by the Company.
|
| (f) |
The Executive agrees to resign from all committees, boards, associations and other organizations, both internal and external, to which the Executive currently belongs in her capacity as a Company
executive, except as mutually agreed with the Company. Following the Transition Date, the Executive will be free to join boards and affiliate with organizations provided that such affiliation will not violate or conflict with any of her
obligations set forth in Section 4 of this Agreement.
|
| (g) |
The Executive is encouraged, at her own expense, to consult with an attorney before signing this Agreement and acknowledges that she was offered sufficient time to consider it.
|
| (h) |
The Executive may revoke this Agreement within seven (7) days of the date of the Executive’s signature. Revocation can be made by delivering a written notice of revocation to Susan Grady, Senior
Vice President, Corporate Secretary, Otis Worldwide Corporation, One Carrier Place, Farmington, CT 06032 at [email protected]. For this revocation to be effective, Susan Grady must receive written notice no later than close of
business on the seventh (7th) day after the Executive signs this Agreement. If the Executive revokes this Agreement, it will not be effective or enforceable and the Executive will not vest in the ELG RSU Award or receive any other
benefits described herein and agrees to immediately repay to the Company the value of any benefits provided prior to revocation.
|
| 4. |
In consideration of the benefits of membership in the ELG and the ELG RSU Award, the Executive has agreed to certain restrictive covenants effective during the course of her employment and
additional restrictive covenants that become effective upon the termination of her employment and the vesting of her ELG RSU Award (the “ELG Covenants”). The
Executive hereby acknowledges and affirms the ELG Covenants and makes the following representations to and agreements with the Company:
|
B-3
| (a) |
During a period beginning on the date hereof and extending for two (2) years after the Transition Date or, if later, the end of the Consulting Period, the Executive will not directly or
indirectly, in any capacity or manner, make any statements of any kind (or cause, further, assist, solicit, encourage, support or participate in the foregoing), whether verbal, in writing, electronically transferred or otherwise, or
disclose any items of information which are or may reasonably be construed to be derogatory, critical of, or adverse to the interests of the Company. The Executive agrees that she will not disparage the Company, its executives, directors
or products.
|
| (b) |
The Executive acknowledges that in the course of her employment with the Company she has acquired Company Information and that such Company Information has been disclosed to her in confidence and
for the Company’s use only. The Executive agrees that, except as she may otherwise be directed under this Agreement or as required by law, regulation or legal proceeding, she will (i) keep such Company Information confidential at all
times, (ii) not disclose or communicate Company Information to any third party, and (iii) not make use of Company Information on her own behalf or on behalf of any third party. In the event that the Executive becomes legally compelled to
disclose any Company Information, it is agreed that the Executive will provide the Company with prompt written notice of such request(s) so that the Company may seek a protective order or other appropriate legal remedy to which it may be
entitled. In view of the nature of the Executive’s employment and the sensitive nature of Company Information that the Executive has received during the course of her employment, the Executive agrees that any unauthorized disclosure to
third parties of Company Information or other violation, or threatened violation, of this Agreement would cause irreparable damage to the trade secret, confidential or proprietary status of Company Information and to the Company.
Therefore, in that event the Company will be entitled to an injunction prohibiting the Executive from any such disclosure, attempted disclosure, violation or threatened violation. When Company Information becomes generally available to
the public other than by the Executive’s acts or omissions, it is no longer subject to the restrictions in this Section 4(b).
|
| (c) |
To further ensure the protection of Company Information, the Executive agrees that for a period of two (2) years after the Transition Date or, if later, the end of the Consulting Period, she will
not accept employment in any form (including entering into consulting relationships or similar arrangements) with a business that: (i) competes directly or indirectly with any of the Company’s businesses; or (ii) is a material customer
of or a material supplier to any of the Company’s businesses, unless the Executive has obtained the written consent of the Executive Vice President & Chief People Officer or her successor, which consent will be granted or withheld in
her sole discretion. The Executive acknowledges that the ELG RSU Award vested and distributed pursuant to this Agreement constitutes full and adequate consideration for the Executive’s obligations set forth in this Section 4(c). The
parties agree that the terms of this Section 4 are reasonable. However, if any portion of this Section 4 is held by competent authority to be unenforceable, this Section 4 will be deemed amended to limit its scope to the broadest scope
that such authority determines is enforceable, and as so amended will continue in effect.
|
B-4
| (d) |
For a period of two (2) years following the Transition Date or, if later, the end of the Consulting Period, the Executive will not initiate, cause or allow to be initiated (under those conditions
which she controls) any action that would reasonably be expected to encourage or to induce any employee of the Company or any of its affiliated entities to leave the employ of the Company or its affiliated entities. In this regard, the
Executive agrees that she will not directly or indirectly recruit any Company executive or other employee or provide any information or make referrals to personnel recruitment agencies or other third parties in connection with Company
executives and other employees.
|
| (e) |
The Executive acknowledges that the Intellectual Property Agreement between her and the Company will continue in full force and effect following the Transition Date.
|
| 5. |
The Company represents to the Executive that it is fully authorized and empowered to enter into this Agreement, and that it will safeguard this Agreement and its terms from public disclosure with
the same degree of care with which the Company protects its proprietary information.
|
| 6. |
The obligations of the parties hereto are severable and divisible. In the event that any provision hereunder is determined to be illegal or unenforceable, the remainder of this Agreement will
continue in full force and effect.
|
| 7. |
In addition to any other rights the Company may have, should the Executive breach any of the terms of this Agreement, the Company will have the right to recover the value realized from the ELG
RSU Award and any other benefits provided hereunder, the amount of such recovery to be determined relative to the damages caused by the breach. Such action by the Company will not be taken capriciously and will have no effect on the
Release and Waiver contained in this Agreement.
|
| 8. |
Any dispute arising between the Company and the Executive with respect to the validity, performance or interpretation of this Agreement will be submitted to and determined in binding arbitration
in Hartford, Connecticut, for resolution in accordance with the rules of the American Arbitration Association, modified to provide that the decision by the arbitrator will be binding on the parties; will be furnished in writing,
separately and specifically stating the findings of fact and conclusions of law on which the decision is based; will be kept confidential by the arbitrator and the parties; and will be rendered within sixty (60) days following empanelment
of the arbitrator. Costs of the arbitration will be borne as provided in the Letter Agreement. The arbitrator will be selected in accordance with the rules of the American Arbitration Association.
|
| 9. |
This Agreement will be subject to and governed by the laws of the State of Delaware, USA.
|
| 10. |
This Agreement, together with the Letter Agreement, constitutes the entire agreement between the parties and supersedes all previous communications between the parties with respect to the subject
matter of this Agreement. No amendment to this Agreement will be binding upon either party unless in writing and signed by or on behalf of such party.
|
B-5
| 11. |
Any notice under this agreement will be in writing and addressed to the Executive at her home address of record at the Company, with copy (which shall not constitute notice) to Jeremy L.
Goldstein, Sterlington, PLLC, [email protected] and [email protected], and to the Company as follows:
|
Otis Worldwide Corporation
1 Carrier Place
Farmington, CT 06032
Attention: Executive Vice President & Chief People Officer
Either party may change its address for notices by giving the other party notice of the change.
| 12. |
The Company reserves the right to withhold applicable taxes from any amounts paid pursuant to this Agreement to the extent required by law. The Executive, or her estate, will be responsible for
any and all tax liability imposed on amounts paid hereunder.
|
| 13. |
Capitalized terms in this Agreement and not otherwise defined herein are defined in the Schedule of Terms applicable to this ELG RSU Award, or the Company’s Long Term Incentive Plan, as amended
and restated.
|
| 14. |
If and to the extent that any payment or benefit provided herein is determined to be deferred compensation within the meaning of Section 409A, such payment or benefit will be provided in a manner
that complies with Section 409A.
|
| 15. |
The Executive states that she has read this Agreement, including the Release and Waiver contained herein, fully understands its content and effect, and without duress or coercion, knowingly and
voluntarily assents to its terms.
|
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement which will be effective as of the date of the Executive’s signature below.
|
OTIS WORLDWIDE CORPORATION
|
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By:
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By:
|
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Judith F. Marks
|
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Date:
|
Date:
|
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B-6
Exhibit 99.1
For Immediate Release
Otis Implements Long-Standing CEO Succession Plan
Judy Marks to Retire in 2027 as Board Chair, CEO, and President
FARMINGTON, Conn., Sept. 15, 2026 — Otis Worldwide Corporation (NYSE: OTIS), the world’s leading elevator and escalator manufacturing, installation,
service and modernization company, today announced that Judy Marks will retire as Chair, Chief Executive Officer and President upon the appointment of her successor, which is expected in the first half of 2027.
The Otis Board of Directors has initiated a comprehensive search to identify the Company’s next CEO with the support of Spencer Stuart. The search
will consider both internal and external candidates and is being overseen by a committee of independent directors.
Ms. Marks will continue to serve in her current capacity through July 31, 2027 and, if her successor is appointed sooner, will serve as a senior
advisor to the company through July 31, 2027 to facilitate a seamless transition.
Since joining Otis nearly nine years ago, Ms. Marks has led the company’s value-creation strategy including the successful separation from United
Technologies Corporation in April 2020 at the onset of the COVID-19 pandemic. Under her leadership, Otis has delivered strong free cash flow, as she led the company’s shift of investment towards its higher-margin, recurring-revenue Service
business, generating industry-leading margins. Otis has also grown its best-in-class service portfolio, the industry’s largest, by about 25% to approximately 2.5 million units around the globe. Since becoming a standalone company, Otis has
returned $8.4 billion of capital to shareholders, including $3.4 billion in dividends and $5 billion in share buybacks and delivered a 77% total shareholder return.
Under Ms. Marks’ leadership, Otis has invested to serve growing modernization opportunities, embedded AI in critical systems and restructured field operations to be more customer focused. The company has also executed acquisitions of non-controlling shareholder interests in Otis’ subsidiaries in Spain, Japan, China and India in addition to the acquisition of multiple local service providers. Ms. Marks’ leadership has also prioritized investment in the company’s global workforce of 72,000 people – the majority of whom are mechanics and service professionals – and has a strong track record of safety and service.
“It has been a distinct honor to serve as the CEO of Otis Worldwide Corporation. I am proud of our global colleagues whose dedication
ensures our customers and the 2.5 billion passengers who rely on us each day can count on Otis to keep the world moving,” Ms. Marks said. “Through the continuing execution of our value-creation strategy, Otis is well positioned to drive
growth through an enhanced focus on the service and modernization needs of our customers around the world, the continued expansion of our portfolio and the advantages provided by our investments in infrastructure and process improvement. As I
approach my tenth-year leading Otis, we will continue to take decisive actions to drive operational excellence, strengthen Otis’ competitive position and deliver sustainable value to shareholders.”
“The Board is executing its long-standing CEO succession plan, and on behalf of all of us, I want to thank Judy for her leadership and dedication,”
said Christopher J. Kearney, Independent Lead Director of the Otis Board and Chair of the Board’s succession committee. “Judy has played a central role in re-creating Otis as a standalone company, setting the strategy and embodying the Otis
Absolutes, which drive our culture, personally leading key customer relationships around the world and positioning Otis as a global leader in urban mobility. The Board is confident that Otis has the foundation and the momentum to continue to
deliver for our shareholders, customers and colleagues.”
About Otis
Otis gives people freedom to connect and thrive in a taller, faster, smarter world. The global leader in the manufacture, installation, service and
modernization of elevators and escalators, we move 2.5 billion people a day and maintain approximately 2.5 million customer units worldwide – the industry’s largest Service portfolio. 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. Headquartered in Connecticut, USA, Otis is 72,000 people strong, including 45,000 field professionals, all committed to manufacturing,
installing and maintaining products to meet the diverse needs of our customers and passengers in more than 200 countries and territories. To learn more, visit www.otis.com and follow us on LinkedIn, YouTube, Instagram and Facebook
@OtisElevatorCo.
Cautionary Statement
This release includes statements related to anticipated operational performance, succession timing, and future shareholder value that constitute
“forward-looking statements” under the securities laws. All forward-looking statements involve risks, uncertainties and assumptions that may cause actual results, dividends, share repurchases or succession timing to differ materially from those
expressed or implied in the forward-looking statements. For those statements, Otis claims the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Past performance
provides no assurance as to future performance, dividends or share repurchases and could vary significantly from the past due to a number of risks and uncertainties. Risks and uncertainties include: (1) the effect of economic conditions in the
industries and markets in which Otis and its businesses operate in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates,
future availability of credit and factors that may affect such availability or costs (including tighter credit conditions), levels of end market demand in construction, pandemic health issues, natural disasters and the financial condition of
Otis’ customers and suppliers; (2) risks associated with indebtedness; (3) challenges in the development and production of new products and services; (4) challenges in recruiting and retaining key personnel and (5) the effect of changes in laws
and regulations, political conditions and geopolitical conflicts in countries in which we operate and other factors beyond our control. The above list of factors is not exhaustive or necessarily in order of importance. For additional
information on identifying factors that may cause actual results to vary from those stated in forward-looking statements, see the reports of Otis on Forms 10-K, 10-Q and 8-K filed with or furnished to the SEC from time to time. Any
forward-looking statement speaks only as of the date on which it is made, and Otis assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable
law.
Media Contact:
Katy Padgett
+1-860-674-3047
Investor Relations Contact:
Imelda Suit
+1-860-676-6011