Kathy Hannan
Otis WorldwideAbout Kathy Hopinkah Hannan
Independent director at Otis Worldwide since April 2020; age 63. Former Global Lead Partner, National Managing Partner and Vice Chairman at KPMG LLP; Certified Public Accountant with doctorate in Leadership and Ethics Studies (Benedictine University, 2016). Designated Audit Committee Financial Expert and holds cybersecurity oversight certifications (NACD/CERT). Other current public company directorships include Annaly Capital Management and Ginkgo Bioworks.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Global Lead Partner; Senior Advisor for Board Leadership Center; National Leader Total Impact Strategy | 2015–2018 | Led governance advisory and sustainability strategy programs |
| KPMG LLP | National Managing Partner of Diversity & Corporate Responsibility | 2009–2015 | Founded KPMG Women’s Advisory Board; advanced DEI governance |
| KPMG LLP | Midwest Area Managing Partner, Tax Services | 2004–2009 | Senior leadership in tax; enterprise risk and financial controls |
| KPMG LLP | Vice Chairman, Human Resources | 2000–2004 | Executive leadership; human capital governance |
| Girl Scouts of the USA | Board Chair & National President | 2014–2020 | Non-profit board leadership, governance effectiveness |
| Smithsonian National Museum of the American Indian | Board Chair | 2021–2022 | Oversight of museum governance and fiduciary matters |
External Roles
| Company | Role | Tenure | Committees |
|---|---|---|---|
| Annaly Capital Management (NYSE: NLY) | Independent Director | 2019–present | Audit (Chair); Management Development & Compensation; Nominating/Corporate Governance |
| Ginkgo Bioworks | Director | Current | Not disclosed in Otis proxy |
Board Governance
- Committee assignments (Otis): Audit Committee member; Nominations & Governance Committee member; designated Audit Committee Financial Expert. All Otis committees are composed solely of independent directors.
- Independence: Board determined all directors except the CEO are independent; Hannan is independent.
- Attendance and engagement: Board held 5 meetings and committees held 20 meetings in 2024; directors had 100% attendance. Private sessions of independent directors follow each Board and committee meeting.
- Lead independent oversight: Independent Lead Director has final approval of agendas, can call special meetings, and leads private sessions; strengthens independence in a combined Chair/CEO structure.
- ESG oversight: Nominations & Governance Committee received ESG reports at every meeting in 2024; Board integrates ESG into strategy.
Fixed Compensation
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Program structure: Annual base retainer $310,000 (40% cash, 60% DSUs); incremental fees for roles (Lead Director +$35,000; Audit Chair +$25,000; Audit Member +$15,000; Compensation Chair +$20,000; Nominations & Governance Chair +$20,000). DSUs vest at grant and convert to shares upon leaving the Board; DSU count based on grant-date value divided by $96.56 (closing price on May 16, 2024).
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2024 realized compensation (Otis non-employee director): | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | |---|---:|---:|---:|---:| | Kathy Hopinkah Hannan | 130,000 | 195,000 | 25,000 | 350,000 |
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Stock ownership requirements: Non-employee directors must hold ≥5x annual base cash retainer within five years; DSUs and RSUs count; sales restricted until compliant.
Performance Compensation
- Performance-based elements for Otis non-employee directors: None (director equity is DSUs; no PSUs or options for directors in the standard retainer program).
| Component | Performance Metric(s) | Weighting | Vesting/Trigger |
|---|---|---|---|
| Director retainer DSUs | None (time-based grant) | N/A | Vested at grant; delivered post-service |
Other Directorships & Interlocks
| Company | Industry Link to Otis | Interlock/Conflict Indicator |
|---|---|---|
| Annaly Capital Management | Mortgage REIT; no supplier/customer/competitor nexus to Otis disclosed | No related-party transactions disclosed involving Hannan at Otis |
| Ginkgo Bioworks | Biotechnology; no operating overlap with Otis | No related-party transactions disclosed involving Hannan at Otis |
- Related party policy: Otis requires review/approval of any Related Person Transactions >$120k; N&G Committee prohibits transactions inconsistent with shareholder interests. No specific Hannan-related transactions are disclosed in the proxy.
Expertise & Qualifications
- Financial expertise: CPA; Audit Committee Financial Expert designation at Otis.
- Cyber oversight: CERT Certificate in Cybersecurity Oversight; NACD Master Class in Cyber-Risk Oversight.
- Governance: NACD Directorship Certification; extensive board governance and DEI leadership at KPMG.
- Strategy/Risk: Recognized for corporate strategy, risk management, and sustainability expertise.
Equity Ownership
| Holder | SARs Exercisable within 60 days | DSUs Convertible to Shares within 60 days | Total Shares Beneficially Owned | % of Class |
|---|---|---|---|---|
| Kathy Hopinkah Hannan | – | 13,901 | 13,901 | <1% |
- Hedging/pledging: Prohibited for directors; supports alignment with shareholders.
- Ownership guideline counting includes DSUs/RSUs; individual compliance status not specifically disclosed.
Governance Assessment
- Board effectiveness: Strong indicators include independence (10/11), all-independent committees, 100% director attendance, robust private sessions, and clearly empowered Lead Director; Hannan’s Audit FE designation strengthens financial oversight.
- Investor confidence signals: 2024 say‑on‑pay approval ~89%, indicating support for compensation governance; committee best practices include clawbacks, stock ownership requirements, and no hedging/pledging.
- Conflicts/related-party exposure: No Hannan‑specific related person transactions disclosed; Otis maintains strict review via N&G Committee; policy framework mitigates risk.
- Compensation alignment: Director pay has a significant equity component (60% DSUs) and no performance-based features, aligning oversight role without pay-for-performance distortions; ownership guidelines further align interests.
RED FLAGS: None identified specific to Hannan in Otis’ latest proxy (no attendance issues, no related-party transactions, no hedging/pledging). Continued monitoring of external board commitments is prudent given Otis overboarding constraints, but her roles as disclosed remain within guidelines.