Jeffrey Black

About Jeffrey H. Black

Jeffrey H. Black, 70, is an independent director of Otis Worldwide, serving since April 2020 and currently chairs the Audit Committee. He is a CPA and former Senior Partner and Vice Chairman at Deloitte LLP, with earlier leadership at Arthur Andersen; he is designated an Audit Committee Financial Expert and holds cybersecurity oversight certifications (CERT and NACD Master Class). His tenure on the Otis board is ~5 years, and he is identified for risk management and audit expertise.

Past Roles

External Roles

Board Governance

• Independence: Independent; Otis board determined 10 of 11 nominees are independent, with Black meeting heightened audit committee independence standards.
• Committee roles: Audit Committee Chair; Audit Committee met 8 times in 2024; committee members designated as financial experts, including Black.
• Attendance: 2024 Board meetings: 5; committee meetings: 20; directors recorded 100% attendance at Board and committee meetings.
• Lead Independent Director/private sessions: Private sessions at each Board and committee meeting; strong independent oversight structure.
• Overboarding: Otis limits directors to no more than three other public boards beyond Otis. Black holds one (Carter’s) and is within policy.
• Shareholder engagement: Board and management engaged broadly; Otis reported extensive IR outreach and ESG discussions with investors in 2024.

Fixed Compensation

Director pay program and 2024 actuals:

• Program structure: Annual retainer payable 40% cash / 60% DSUs; directors may elect up to 100% DSUs. Incremental retainers for roles.

• Retainer rates (program): | Role | Cash (40%) ($) | DSUs (60%) ($) | Total ($) | |---|---:|---:|---:| | Base Director Retainer | 124,000 | 186,000 | 310,000 | | Audit Committee Chair (incremental) | 10,000 | 15,000 | 25,000 | | Audit Committee Member (incremental) | 6,000 | 9,000 | 15,000 |

• 2024 actual compensation for Jeffrey H. Black: | Component | Amount ($) | |---|---:| | Fees Earned or Paid in Cash | 134,000 | | Stock Awards (DSUs grant-date fair value) | 201,000 | | All Other Compensation | – | | Total | 335,000 |

DSUs are credited by dividing award value by the closing price on grant date ($96.56 on May 16, 2024); DSUs vest on grant and convert to shares upon separation.

Performance Compensation

• Director equity is delivered as vested DSUs under the Board DSU Plan; no performance metrics (e.g., EPS/TSR hurdles) apply to director compensation. | Metric Type | Applied to Director Pay? | |---|---| | Financial performance metrics (revenue, EPS, TSR) | No | | ESG-linked pay outcomes | No (directors) |

Other Directorships & Interlocks

• Current public company board: Carter’s, Inc. (no Otis-disclosed interlocks or compensation committee interlocks).
• Policy: Overboarding prohibited beyond 3 other public boards; independence reviewed annually including any outside relationships.

Expertise & Qualifications

• CPA; Audit Committee Financial Expert designation; deep audit and financial controls experience.
• Cyber oversight credentials: CERT Certificate in Cybersecurity Oversight; NACD Master Class in Cybersecurity.
• Skills matrix: Risk management and audit expertise identified by Otis.

Equity Ownership

• Hedging/pledging: Prohibited for directors and colleagues.
• Director ownership guideline: 5× annual base cash retainer; must be met within five years of joining the Board; DSUs count toward compliance.

Governance Assessment

• Strengths:
  • Independent Audit Chair with CPA credentials and formal cyber oversight training; designated financial expert; meets heightened audit independence standards.
  • Strong attendance and engagement; board held 5 meetings with 100% director attendance; robust committee activity.
  • Equity-heavy director pay (up to 100% DSUs election) and strict ownership guidelines enhance shareholder alignment; prohibition on hedging/pledging reduces misalignment risk.
  • Annual independence review and related-person transaction policy with committee oversight; no director-specific related-party transactions disclosed involving Black.
• Potential risks/flags:
  • None disclosed specific to Black; overboarding policy in place and he holds only one other public board seat (within limits).
  • Beneficial ownership is <1% (typical for non-employee directors); DSUs constitute majority of alignment mechanism rather than performance-conditioned equity.
• Shareholder signals:
  • Say-on-pay support of ~89% in prior year suggests investor comfort with compensation governance broadly.

Related person transactions: Otis discloses policy and 2024 transactions with a 5% beneficial owner (JP Morgan) but no director-specific related-party transactions involving Black are described.

Section 16(a) compliance: Company states directors and officers were in compliance for 2024.