Margaret Preston
Otis WorldwideAbout Margaret M. V. Preston
Independent director since April 2020 (age 67). Managing Director at Cohen Klingenstein, LLC (since 2021). Prior senior wealth-management leadership at TD Bank (2014–2019), U.S. Trust/Bank of America (2006–2014), and PNC (2002–2006). MBA, Harvard Business School (1983); NACD Directorship Certification (2023). Chair of the Nominations & Governance Committee; designated skills include Corporate Strategy, Leadership outside the U.S., Risk Management, and Audit Committee Financial Expert. Otis classifies her as an independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohen Klingenstein, LLC | Managing Director | 2021–Present | Private wealth management leadership |
| TD Bank, N.A. (U.S. Wealth Mgmt) | Managing Director, North Region Leader | 2014–2019 | Led regional U.S. wealth platform |
| U.S. Trust, Bank of America Private Wealth Mgmt | Managing Director & Regional Executive | 2006–2014 | Regional executive leadership |
| PNC Bank (formerly Mercantile-Safe Deposit & Trust Co.) | EVP, Wealth Management & Investments | 2002–2006 | Executive oversight of WM & investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McCormick & Company | Director (public company) | Current | Other current public company directorship |
| United Way of NYC Women’s Leadership Council | Board Member | 2006–2020 | Non-profit leadership council |
| Lincoln Center Women’s Leadership Council | Board Member | 2014–2019 | Non-profit leadership council |
Board Governance
- Committee assignments: Chair, Nominations & Governance Committee; not on Audit or Compensation Committees in 2024.
- Independence: Board determined she is independent; 10 of 11 nominees independent.
- Attendance: Board held 5 meetings; committees held 20 total meetings in 2024; directors had 100% attendance.
- Executive sessions: Private sessions of independent directors typically after each Board and committee meeting.
- Tenure on Board: Since April 2020.
- Lead independent director: John H. Walker (not Preston).
Fixed Compensation (Director)
| Component | Amount/Terms |
|---|---|
| Base annual retainer | $310,000 total: $124,000 cash (40%) + $186,000 DSUs (60%) by default; directors may elect up to 100% DSUs. DSUs vest at grant and distribute after Board service (lump sum or 10/15-year installments). Dividend equivalents credited as DSUs. |
| Chair fee – Nominations & Governance | +$20,000 ($8,000 cash / $12,000 DSUs) |
| Audit member fee | +$15,000 ($6,000 cash / $9,000 DSUs), if applicable |
| Director ownership guideline | 5x annual base cash retainer within 5 years; selling restricted until met. |
| Hedging/pledging | Prohibited for directors and colleagues. |
| Margaret M. V. Preston – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $0 (elected additional DSUs in lieu of cash) |
| Stock Awards (DSUs, grant-date fair value) | $330,000 |
| All Other Compensation (matching gifts) | $24,500 |
| Total | $354,500 |
Notes:
- Several directors, including Preston, elected to receive additional DSUs in lieu of the cash portion of the retainer.
Performance Compensation
| Performance Metric | Weight/Design | Applicability to Non-Employee Directors |
|---|---|---|
| N/A | Director pay is retainer-based (cash/DSUs); no performance-based equity for directors disclosed | Not applicable |
Other Directorships & Interlocks
- Current public company board: McCormick & Company. No committee roles at McCormick disclosed in Otis proxy.
- Compensation Committee interlocks (Otis): None; no insider participation in 2024. (Board-wide disclosure)
- Overboarding limits: Otis Corporate Governance Guidelines restrict number of other public boards; N&G Committee reviews changes.
Expertise & Qualifications
- Education and credentials: MBA (Harvard, 1983); NACD Directorship Certification (2023); Wharton Executive Leadership Program (2013).
- Board-identified skills: Corporate Strategy; Leadership outside the U.S.; Risk Management; Audit Committee Financial Expert.
- Relevant governance oversight: As N&G Chair, oversees Board composition, corporate governance, shareholder engagement, and ESG-related oversight.
Equity Ownership
| Category | Shares/Units | Percent of Class |
|---|---|---|
| DSUs convertible to shares within 60 days (upon separation) | 17,409 | <1% |
| Total beneficially owned (incl. direct/joint/IRAs) | 18,380 (includes IRAs and joint holdings) | <1% |
Additional alignment factors:
- Director DSUs vest at grant and convert to shares after Board service; dividend equivalents accrue as DSUs.
- Stock ownership guideline: 5x base cash retainer in 5 years; sales restricted if guideline not yet met.
- Hedging and pledging prohibitions reinforce long-term alignment.
Governance Assessment
- Independence and role: Independent director and Nominations & Governance Committee Chair—positions her at the center of board refreshment, shareholder engagement, and ESG oversight.
- Engagement and attendance: 100% Board and committee attendance in 2024—strong engagement signal.
- Pay structure and alignment: High equity component via DSUs; election to take 100% in DSUs further aligns interests; ownership guideline in place.
- Conflicts/related party: Otis discloses related-party policy and an example transaction with a 5% holder (JPM), but no related-party transactions involving Preston were disclosed.
- Risk indicators: Hedging/pledging prohibited; majority-independent Board; regular private sessions; overboarding limits; no Compensation Committee interlocks.
- Shareholder sentiment: Say-on-pay support at ~89% in prior year engagements, indicating broad investor alignment with governance and pay programs (contextual to Otis, not director-specific).
Overall, Preston brings deep financial services and governance expertise, leads the Nominations & Governance Committee effectively, maintains full attendance, and aligns with shareholders via DSU-heavy compensation and ownership guidelines—supportive of investor confidence with no disclosed red flags.