Nelda Connors

About Nelda J. Connors

Nelda J. Connors (age 59) is an independent director of Otis since October 2022 and serves on the Audit and Compensation Committees. She is Founder, Chair and CEO of Pine Grove Holdings (since 2011), holds an M.S. in Mechanical Engineering (University of Dayton), and is designated by the Board as an Audit Committee financial expert, bringing corporate strategy, risk management, and international leadership experience to Otis .

Past Roles

External Roles

Board Governance

• Committee assignments and expertise:
  • Audit Committee member; Board identifies her as an “audit committee financial expert.” The Audit Committee met 8 times in 2024; all members are independent and meet NYSE/Exchange Act heightened independence requirements .
  • Compensation Committee member; committee met 8 times in 2024; all members are independent and there were no interlocks/insider participation in 2024 .
• Independence and attendance:
  • The Board determined all directors other than the CEO are independent; all Otis committees are composed solely of independent directors .
  • 2024 attendance: Board held 5 meetings, committees held 20 meetings; director attendance at Board and committee meetings was 100% (company-wide) .
• Engagement and oversight:
  • Independent directors (and committee chairs) hold private sessions after regular meetings; robust oversight of ERM, ESG, and cybersecurity is allocated across committees, with Audit overseeing cybersecurity and financial controls .

Fixed Compensation

• Program structure (non‑employee directors):

  • Annual retainer: $310,000 (40% cash / 60% DSUs by default; directors may elect up to 100% DSUs). Incremental retainers: Lead Director $35,000; Audit Chair $25,000; Audit member $15,000; Compensation Chair $20,000; N&G Chair $20,000. DSUs vest at grant and convert to shares after Board service ends .

• 2024 compensation for Ms. Connors:

  Component	Amount (USD)	Notes
  Fees Earned or Paid in Cash	$0	Elected DSUs in lieu of cash
  Stock Awards (DSUs)	$325,000	Grant-date fair value of DSUs
  All Other Compensation	$20,000	Matching gifts under Otis program (cap $25,000)
  Total	$345,000	2024 non‑employee director compensation

• Ownership guidelines (directors): Must hold Otis stock equal to 5x the annual base cash retainer within 5 years of joining the Board; DSUs count toward compliance .

Performance Compensation

• Non‑employee directors do not receive performance‑based incentive pay; equity is delivered as DSUs (retainer-based) that vest on grant to align with shareholders .

Other Directorships & Interlocks

• Current public company boards: Carnival Corporation & plc; ConocoPhillips; Zebra Technologies .
• Overboarding policy: Otis limits directors to no more than three other public company boards in addition to Otis; Ms. Connors currently serves on three other public company boards, which is at the policy limit and compliant .

Expertise & Qualifications

• Board‑designated skills: Corporate strategy; leadership experience outside the U.S.; risk management; Audit Committee financial expert .
• Education: M.S., Mechanical Engineering, University of Dayton (1990) .
• Designations: Audit Committee financial expert (per SEC definition) .

Equity Ownership

Governance Assessment

• Strengths signaling board effectiveness and alignment:
  • Independent director serving on two key committees with financial expert designation; Audit oversight is mature with ERM, cyber, and financial control responsibilities; committees met 8x in 2024 .
  • Director pay is heavily equity‑linked (DSUs), and Ms. Connors elected equity in lieu of cash in 2024, supporting shareholder alignment; robust director ownership guideline and hedging/pledging prohibition .
  • Compensation Committee governance: no interlocks, uses an independent consultant (Pearl Meyer) with documented independence review .
  • Shareholder alignment signals: Say‑on‑pay received ~89% support in 2024, and the Board engaged extensively with investors on executive pay and ESG .
• Watch items / potential risks:
  • External board load: She serves on three other public boards—the maximum permitted by Otis policy—so continued monitoring of bandwidth and committee workload is prudent .
  • Related‑party exposure: Otis maintains a formal Related Person Transactions Policy with N&G oversight; the proxy does not identify any specific related‑person transactions involving Ms. Connors, and the Board affirmed her independence .

Board Governance (Reference Details)