Christopher Kearney
Otis WorldwideAbout Christopher J. Kearney
Christopher J. Kearney (age 69) is an independent director of Otis Worldwide, serving since April 2020. He is the former Chairman and Chief Executive Officer of SPX Corporation and previously served as Executive Chair of Otis (2020–2022). Kearney holds a JD from DePaul University (1981) and brings public-company CEO experience, enterprise transformation, corporate strategy, and risk management credentials to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otis Worldwide Corporation | Executive Chair | 2020–2022 | Led post-spin governance transition and oversight |
| SPX Corporation | Chairman, President & CEO; President & CEO | 2004–2015 | Led multi-year transformation at industrial conglomerate |
| SPX FLOW, Inc. | Chairman, President & CEO | Oct–Dec 2015 | Oversight through spin-related separation |
| SPX FLOW, Inc. | Non‑Executive Chairman | 2016–2017 | Board leadership post-separation |
| United Technologies Corporation | Director | 2018–2020 | Pre‑spin parent board service |
| Polypore International, Inc. | Director | 2012–2015 | Public board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nucor Corporation | Lead Director | Since 2022 | Current public board; metals industrial exposure |
Interlock note: John H. Walker, Otis Lead Independent Director, previously served as Non‑Executive Chairman of Nucor (2020–2022) and as a director through 2023; Kearney has been Lead Director at Nucor since 2022 .
Board Governance
- Independence: The Board affirmatively determined Kearney (and 10 of 11 nominees) are independent under Otis’ policy and NYSE standards .
- Committees: None (not a member of Audit, Compensation, or Nominations & Governance) .
- Attendance and engagement: Otis held 5 Board and 20 committee meetings in 2024 with 100% director attendance; directors also conduct private sessions after meetings .
- Board leadership: Independent Lead Director structure with defined authorities; executive sessions at every Board meeting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Base Retainer (2024 program) | $310,000 total: $124,000 cash; $186,000 DSUs | 40% cash / 60% DSUs; Kearney elected to receive 100% as DSUs |
| Incremental Fees | $0 | No Lead Director or committee roles |
| 2024 Actual Director Compensation | $335,000 total: $0 cash; $310,000 stock awards; $25,000 other | Kearney elected DSUs in lieu of cash; “other” is matching gifts |
| DSU Grant Mechanics | Price basis $96.56 | DSUs valued at closing price on May 16, 2024 (Annual Meeting date) |
| Ownership Guidelines | 5x annual base cash retainer | Directors must meet within 5 years; DSUs count toward compliance |
Performance Compensation
| Element | Design | Metrics | 2024 Outcome |
|---|---|---|---|
| Director Equity (DSUs) | Time-based; vested at grant, delivered post-service | None (no performance metrics) | Kearney elected DSUs (no options/PSUs for directors) |
Otis does not use performance-linked equity for non-employee director compensation; DSUs align director pay with shareholder outcomes without annual performance metrics .
Other Directorships & Interlocks
| Company | Role | Current/Past | Potential Overlap |
|---|---|---|---|
| Nucor Corporation | Lead Director | Current | Past overlap with Otis Lead Director’s Nucor tenure (Walker) |
| United Technologies Corporation | Director | Past | Pre-spin parent of Otis |
| Polypore International, Inc. | Director | Past | — |
| SPX Corporation / SPX FLOW | Chair/CEO; Chair | Past | Industrials, supply chain experience |
Expertise & Qualifications
- Public company CEO, enterprise transformation, corporate strategy, risk management (Board skills matrix) .
- Legal training (JD, DePaul University) .
Equity Ownership
| Measure (as of March 17, 2025) | Shares/Units | Notes |
|---|---|---|
| SARs exercisable within 60 days | 59,952 | Net shares on exercise, priced at $101.39 reference |
| DSUs convertible within 60 days | 13,287 | Distributed post-service; includes converted UTC awards |
| Total beneficially owned | 95,465 | Includes trust holdings |
| Ownership as % of shares outstanding | <1% | All directors/EOs each <1% |
| Hedging/Pledging | Prohibited | Company policy bans hedging/pledging |
Governance Assessment
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Strengths:
- Independence determination and no committee interlocks; formal related-person transaction review process in place .
- 100% attendance and regular executive sessions increase oversight quality .
- Strong alignment via DSUs (Kearney elected equity in lieu of cash) and robust director ownership guidelines (5x cash retainer) .
- Company-wide prohibitions on hedging/pledging; clawbacks robust for executives (signal of overall governance rigor) .
-
Watchpoints:
- No committee assignments may limit direct line role in audit/comp/ESG oversight despite extensive executive experience; Board compensates via full-board oversight and private sessions .
- Prior Executive Chair service at Otis (2020–2022) requires ongoing independence scrutiny; Board has affirmed independence post tenure .
- External role at Nucor (materials supplier exposure) merits monitoring for any related-party transactions; none disclosed for Kearney and strong related-party policy exists .
-
Shareholder signals:
- 2024 say‑on‑pay support ~89%, indicating broad investor acceptance of compensation governance; Board and Comp Committee consider feedback in program design .
- Minimal political expenditures and established oversight; Board recommended against expanded disclosure proposal citing immaterial spend and burden .
No related-party transactions involving Kearney were disclosed; Otis’ policy mandates review and potential prohibition of any such transactions inconsistent with shareholder interests .