Thomas Bartlett
Otis WorldwideAbout Thomas A. Bartlett
Thomas A. Bartlett, 66, has served as an independent director of Otis Worldwide since October 2023. He sits on the Audit and Compensation Committees and is an SEC-defined “audit committee financial expert.” Bartlett is a Certified Public Accountant with an MBA from Rutgers University (1981), and previously served as CFO (2009–2020) and CEO (2020–2024) of American Tower Corporation, bringing deep finance, strategy, and risk oversight credentials to Otis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Tower Corporation | Executive Vice President & CFO | 2009–2020 | Led finance, controls, capital allocation; drove global growth |
| American Tower Corporation | President & CEO | 2020–2024 | Oversaw strategy, operations, capital returns as CEO/director |
| American Tower Corporation | Director | 2020–2024 | Board leadership and governance experience |
| Equinix, Inc. | Director | 2013–2020 | Global infrastructure, technology governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ExlService Holdings, Inc. | Director (public) | Current | Other current public company directorship |
| Brightspeed (non-public) | Director | Since 2024 | Private telecom infrastructure oversight |
| Apollo Global Management (non-public) | Executive Advisor | Since 2024 | Advisory role at global investment firm |
| Council on Foreign Relations | Member | Since 2024 | Policy and geopolitical perspective |
| NAREIT | Board of Governors | 2020–2024 | Real estate investment trust governance |
| WEF ICT | Board of Governors | 2020–2024 | Technology/ICT industry leadership forum |
| Samaritans | Advisor | Since 2013 | Non-profit advisory experience |
| Rutgers Business School | Board of Advisors | Since 2000 | Academic advisory role |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Compensation Committee member; neither committee chair role. All committees consist solely of independent directors .
- Independence/attendance: Otis states 10 of 11 nominees are independent; Board held 5 meetings and committees met 20 times in 2024 with 100% director attendance .
- Lead independent oversight: Robust private sessions and defined Lead Director responsibilities; Audit Committee oversees ERM, financial reporting, and cybersecurity; Compensation Committee oversees pay, clawbacks, peer group, and HCM; Nominations & Governance oversees independence, board effectiveness, ESG, and related-party oversight .
- Overboarding limits: Directors restricted to ≤3 other public boards; proxy access, majority voting, and annual elections strengthen accountability .
Fixed Compensation
Director retainer structure aligns pay with shareholder outcomes: 40% cash and 60% DSUs, with incremental amounts for Lead Director, Audit Chair, Audit Members, and other committee chairs; DSUs vest on grant and convert to shares after service ends .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 65,000 | 130,000 |
| Stock Awards ($) | 97,500 | 195,000 |
| All Other Compensation ($) | 25,000 | 25,000 |
| Total ($) | 187,500 | 350,000 |
Notes:
- Bartlett’s total retainer reflects base ($310,000) plus Audit Committee membership ($15,000) delivered in 40% cash/60% DSUs; “All Other” reflects matching gifts to eligible nonprofits (up to $25,000 per year) .
Performance Compensation
| Element | Design | Vesting/Performance Link |
|---|---|---|
| DSUs (Director equity) | Annual retainer paid 60% in DSUs; option to elect up to 100% DSUs | DSUs vest on grant, no performance conditions; convert to shares post-service |
| Options/PSUs (Directors) | Not part of non-employee director program | N/A for directors at Otis |
Otis does not tie non-employee director compensation to operating/stock performance metrics; the equity component (DSUs) is intended to align directors with shareholders rather than incentivize specific financial targets .
Other Directorships & Interlocks
| Company | Role | Sector/Relationship to Otis | Notes |
|---|---|---|---|
| ExlService Holdings, Inc. | Director | BPO/Analytics | Only disclosed current public company directorship; within Otis overboarding limits; no related-party transactions disclosed |
No Otis-related party transactions involving Bartlett are reported; Otis’ related party policy requires review/approval for transactions >$120,000 involving directors or immediate family, with N&G Committee oversight, and none disclosed for Bartlett .
Expertise & Qualifications
- CPA and MBA; public-company CEO and CFO experience; audit committee financial expert .
- Skills matrix: public company CEO, enterprise transformation, corporate strategy, risk management, and audit financial expertise; plus international leadership experience .
- Strong fit for Audit Committee oversight (financial reporting, ERM, cybersecurity) and Compensation Committee (pay structures, clawbacks, HCM) .
Equity Ownership
| Item | Value |
|---|---|
| DSUs convertible to shares within 60 days | 3,362 |
| Total shares beneficially owned | 3,793 |
| % of shares outstanding | <1% (asterisk indicates <1%) |
| SARs exercisable within 60 days | 0 |
| Hedging/pledging | Prohibited for directors under Otis policy |
| Director ownership guideline | 5x annual base cash retainer; 5-year compliance window; DSUs count toward guideline |
Governance Assessment
- Strengths: Independent director with deep finance expertise; Audit Committee financial expert; dual committee service (Audit and Compensation); board-wide 100% attendance in 2024; strong equity alignment via DSUs; prohibitions on hedging/pledging; robust clawback and related-party transaction policies .
- Potential conflict monitors: External roles at Apollo and Brightspeed create adjacency to capital markets and telecom infrastructure; Otis’ independence assessments and related-party policy, with N&G Committee oversight, mitigate conflicts; no Bartlett-related transactions disclosed .
- Compensation structure: Standardized, modest cash with majority equity via DSUs; 2024 total reflects full-year service relative to partial 2023; no meeting fees or discretionary performance awards to directors .
- Shareholder sentiment: Executive say-on-pay received ~89% approval in 2024, indicating general investor support for Otis’ pay governance; proxy describes investor engagement on compensation topics (context for governance environment) .
Overall, Bartlett’s profile aligns with strong board effectiveness: financial literacy, independence, and committee breadth, with no disclosed conflicts or attendance issues and structurally aligned director pay practices.