Shelley Stewart Jr.
Otis WorldwideAbout Shelley Stewart Jr.
Shelley Stewart Jr. (age 71) is an independent director of Otis Worldwide Corporation, serving since April 2020. He is a former Chief Procurement Officer at DuPont and Tyco and a seasoned supply-chain and operational-transformation leader, bringing enterprise transformation and risk management expertise to the Otis Board. He serves on the Compensation Committee and the Nominations & Governance Committee at Otis . Education is not disclosed in the Proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| E. I. du Pont de Nemours and Company | Vice President, Sourcing & Logistics; Chief Procurement Officer | 2012–2018 | Led global procurement and logistics; deep supply-chain expertise |
| Tyco International plc | SVP Operational Excellence; Chief Procurement Officer | 2005–2012 | Drove operational excellence programs; procurement transformation |
| Tyco International plc | VP Supply Chain Management | 2003–2005 | Built supply chain capabilities across Tyco |
| Invensys Ltd | SVP Supply Chain | 2001–2003 | Managed global supply-chain operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kontoor Brands, Inc. | Director (public company) | Current | Board service disclosed |
| Clean Harbors, Inc. | Director (public company) | Current | Board service disclosed |
| The Executive Leadership Council | Board Chair | Since 2025 | Leadership in executive development |
| Ariel Alternatives, LLC | Advisory Board | Since 2021 | Private advisory role |
| Billion Dollar Roundtable Inc. | Chairman | Since 2019 | Supplier diversity leadership |
| Howard University | Trustee; Chair, School of Business Board of Visitors | Since 2018; Since 2015 | Higher-ed governance roles |
| University of New Haven | Board of Governors | Since 2018 | Academic governance |
| Cleco Corporation | Director | 2010–2016 | Prior public company board |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director; Board determined 10 of 11 nominees are independent (all except CEO) |
| Committees | Compensation Committee (member); Nominations & Governance Committee (member) |
| Committee Chairs | None (Compensation Chair: Jejurikar; N&G Chair: Preston) |
| Attendance | 100% director attendance at Board (5 meetings) and committees (20 meetings) in 2024 |
| Executive Sessions | Private sessions of independents held after each Board and committee meeting; led by Lead Director or committee chair |
| Overboarding Policy | Max three other public boards; Stewart serves on two (Kontoor, Clean Harbors) → within policy |
| Lead Independent Director | John H. Walker; robust authority for independent oversight |
Fixed Compensation (Non-Employee Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Base Retainer – Cash (40%) | $124,000 | Standard structure 40% cash / 60% DSUs |
| Annual Base Retainer – DSUs (60%) | $186,000 | DSUs vest at grant; convert to shares after board departure |
| Committee/Chair Incrementals | $0 | No Audit Committee membership; not a committee chair |
| All Other Compensation | $25,000 | Matching gifts under company program (cap $25,000) |
| Total 2024 Compensation | $335,000 | Sum of cash, DSU fair value, and other |
Program design reference:
- Annual retainer: $310,000 total baseline; 40% cash, 60% DSUs; directors may elect up to 100% DSUs; DSUs vest at grant and convert on departure .
- Incremental retainers: Lead Director $35,000; Audit Chair $25,000; Audit member $15,000; Compensation Chair $20,000; N&G Chair $20,000 .
Performance Compensation
Non-employee directors do not receive performance-based pay, options or STI/PSU awards; director compensation consists of retainers and DSUs aligned to shareholder outcomes .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock with Otis |
|---|---|---|---|
| Kontoor Brands, Inc. | Apparel | Director | No Otis-related transactions disclosed |
| Clean Harbors, Inc. | Environmental services | Director | No Otis-related transactions disclosed |
- Independence determination reviewed annually, including commercial/charitable ties; Board affirmed Stewart’s independence for 2025 slate .
- Related Person Transactions Policy requires review/approval of transactions >$120,000 involving directors; none disclosed for Stewart .
Expertise & Qualifications
| Skill | Evidence |
|---|---|
| Enterprise Transformation | Designated skill in nominee profile and skills matrix |
| Risk Management | Designated skill in nominee profile and skills matrix |
| Inclusion/ESG Engagement | Annual rotating member of Otis Inclusion Advisory Group (2023) |
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total Shares Beneficially Owned | 13,807 | DSUs convertible to shares within 60 days post-separation |
| Ownership % of Outstanding | <1% | Asterisk indicates less than 1% |
| Instruments | DSUs | DSUs count toward director ownership guidelines |
| Hedging/Pledging | Prohibited for directors; strong alignment policy | |
| Ownership Guidelines | 5x annual base cash retainer; achieve within 5 years of joining Board |
Governance Assessment
- Committee Assignments and Engagement: Stewart serves on Compensation and Nominations & Governance, placing him at the core of pay design, human capital oversight, board refreshment, and ESG program review; the Compensation Committee uses independent consultant Pearl Meyer with annual independence review and conducts pay-risk assessments and clawbacks . Strong governance practices include stock ownership requirements, prohibition on hedging/pledging, and annual self-evaluations .
- Independence and Attendance: Board concluded Stewart is independent; 100% Board and committee attendance in 2024 supports high engagement and effectiveness . Private executive sessions after each meeting promote independent oversight .
- Compensation Alignment: Director pay mix is equity-heavy (60% DSUs), directly tying value to shareholder outcomes; Stewart received the standard retainer structure with no additional chair fees and utilized the matching-gift program (non-cash benefit) .
- Other Directorships & Interlocks: Current service on two public boards (Kontoor, Clean Harbors) is within Otis’ overboarding limits; no related-party transactions or conflicts disclosed; related-party governance policy is robust .
- RED FLAGS: None identified. No pledging/hedging, no interlocks with Otis’ audit/compensation committees elsewhere, no disclosed related-party transactions, and strong attendance and independence profile .
Supporting context for investor confidence: Otis reports strong governance structures (10 of 11 independent directors; independent-only committees), rigorous compensation oversight (clawbacks, ownership requirements), and broad shareholder support (2024 say-on-pay ~89% approval) .