Jill Brannon
Otis WorldwideAbout Jill C. Brannon
Independent director since October 2023; age 61. Executive Vice President and Chief Sales Officer at FedEx Corporation (2019–present), previously Senior Vice President roles across FedEx Express (EMEA) and FedEx Services (International Sales), with early-career roles at FedEx Services/Roadway/Ground (1985–2006). Current Otis board committees: Audit and Nominations & Governance; other current public company directorships: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Corporation | EVP, Chief Sales Officer | 2019–present | Global sales leadership; DE&I executive sponsorship |
| FedEx Express (Europe, Middle East, India & Africa) | Senior Vice President | 2015–2019 | Regional leadership and operations oversight |
| FedEx Services | Senior Vice President, International Sales | 2006–2015 | Global sales strategy |
| FedEx Services – Roadway Package System (FedEx Ground) – Roadway Express | Various roles | 1985–2006 | Commercial roles spanning ground and services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| European Transport Solutions SARL (Luxembourg) | Advisory Board Director | Since 2022 | Transport solutions advisory |
| US-ASEAN Business Council | Director | 2011–2015 | Regional trade engagement |
| International Children’s Heart Foundation | Director | 2008–2010 | Non-profit board service |
Board Governance
- Committees: Audit; Nominations & Governance; not a committee chair .
- Independence: Affirmatively determined independent; all committees comprise independent directors; Audit Committee applies heightened independence standards; Brannon is not designated an “audit committee financial expert” (experts identified as Black, Bartlett, Connors, Hannan) .
- Attendance: In 2024, the Board met 5 times and committees met 20 times; directors had 100% attendance .
- 2025 election voting: Brannon received 334,014,364 “For”, 369,485 “Against”, 248,274 “Abstentions”; strong shareholder support .
Fixed Compensation
Otis non-employee director retainer structure (paid after Annual Meeting; 40% cash/60% DSUs by default; directors may elect up to 100% DSUs; DSUs vest at grant):
| Role | Cash (40%) ($) | DSUs (60%) ($) | Total ($) |
|---|---|---|---|
| All Directors (Base Retainer) | 124,000 | 186,000 | 310,000 |
| Lead Director (incremental) | 14,000 | 21,000 | 35,000 |
| Audit Committee Chair (incremental) | 10,000 | 15,000 | 25,000 |
| Audit Committee Member (incremental) | 6,000 | 9,000 | 15,000 |
| Compensation Committee Chair (incremental) | 8,000 | 12,000 | 20,000 |
| Nominations & Governance Chair (incremental) | 8,000 | 12,000 | 20,000 |
Brannon’s 2024 actual director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Jill C. Brannon | – | 325,000 | – | 325,000 |
Notes:
- The 325,000 total reflects the 310,000 base retainer plus 15,000 Audit Committee member increment; Brannon elected DSUs in lieu of cash .
Performance Compensation
Directors do not receive performance-based cash bonuses or PSUs. Equity for directors is delivered via DSUs under the Board DSU Plan, which vest at grant and convert to common shares upon leaving the Board; dividend equivalents are credited as additional DSUs. Stock ownership guidelines for directors require 5x the annual base cash retainer, to be achieved within five years; hedging and pledging of Otis stock are prohibited .
| Element | Terms |
|---|---|
| DSUs | Vest at grant; convert to shares upon board departure; dividend equivalents accrue as DSUs |
| Ownership guideline | 5x annual base cash retainer; 5-year compliance window; RSUs and DSUs count toward guideline |
| Hedging/Pledging | Prohibited for directors (insider trading policy) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Potential interlocks/conflicts | None disclosed in the proxy; independence assessment covers business/charitable affiliations annually |
Expertise & Qualifications
- Skills: Enterprise transformation; corporate strategy; leadership experience outside the U.S. .
- Audit Committee financial expert designation: Not designated; Audit Committee includes other members meeting SEC “financial expert” criteria .
Equity Ownership
| Holder | SARs Exercisable within 60 days | DSUs Convertible to Shares within 60 days | Total Shares Beneficially Owned | % of Class |
|---|---|---|---|---|
| Jill C. Brannon | – | 5,604 | 5,604 | <1% |
Policy signals:
- No short sales/hedging/pledging; strong alignment via DSUs .
Governance Assessment
- Strengths: Independent director; dual-committee service (Audit; N&G); 100% attendance; robust DSU election indicating alignment; compliance framework with annual independence review and prohibition on hedging/pledging .
- Shareholder signals: 2025 say‑on‑pay was not approved (For: 131,352,789; Against: 202,204,629; Abstain: 1,074,705), elevating scrutiny of executive pay design and the Compensation Committee’s oversight; Brannon is not on the Compensation Committee, but N&G oversees shareholder engagement and director compensation policy, suggesting heightened engagement expectations across committees after the vote .
- Conflicts/related party exposure: The “Transactions with related persons” section discloses no Brannon‑related transactions; Otis maintains a formal Related Person Transactions Policy administered through the Corporate Secretary and N&G Committee .