Item 5.02. Departure of Directors or Certain Officer; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Resignation of Chief Financial Officer
Rahul Ghai, Executive Vice President and Chief Financial Officer, has provided
Otis Worldwide Corporation (the "Company") with notice that he will be resigning
his position with the Company, effective August 12, 2022, to join another
company. Mr. Ghai's resignation was not a result of any dispute or disagreement
with the Company.
Appointment of Chief Financial Officer
The Board of Directors has appointed Anurag Maheshwari as its Executive Vice
President and Chief Financial Officer, effective August 12, 2022. Mr.
Maheshwari, 48, has worked at the Company since February 2020 as its Vice
President, Finance, Information Technology and Chief Transformation Officer,
Otis Asia Pacific. Prior to that, Mr. Maheshwari most recently served as Vice
President, Investor Relations for Harris Corporation from 2017 to 2019 and for
L3 Harris Technologies from 2019 to 2020. There are no family relationships
between Mr. Maheshwari and any director, director nominee, or executive officer
of the Company, and Mr. Maheshwari does not have an interest in any transaction
that would be reportable under Item 404(a) of Regulation S-K.
In connection with his appointment as Chief Financial Officer, the Company
entered into an offer letter with Mr. Maheshwari summarizing the terms of his
employment and compensation. Pursuant to the offer letter, effective as of his
appointment, Mr. Maheshwari's base salary will be increased to $725,000, his
annual short-term incentive target will be increased to 100% of his base salary
under the Company's Executive Short-Term Incentive Plan and he will be entitled
to participate in the Company's compensatory and benefit plans and arrangements
generally made available to the Company's other executive leadership group
members. With respect to the Company's 2023 annual equity grant, Mr. Maheshwari
will receive long-term incentive plan awards with an aggregate target value of
not less than $2,500,000. Mr. Maheshwari's equity awards will be subject to the
terms and conditions of the Company's 2020 Long-Term Incentive Plan and the
Company's standard schedule of terms for these awards.
Mr. Maheshwari will be covered by the Company's ELG Severance Plan and Change in
Control Severance Plan. In connection with his promotion, Mr. Maheshwari entered
into a restrictive covenant agreement with the Company that provides for
perpetual covenants of confidentiality and non-disparagement, and
non-competition and non-solicitation provisions that extend for two years after
termination.
The foregoing description of Mr. Maheshwari's compensation arrangements is
qualified in its entirety by reference to the offer letter, which is attached as
Exhibit 10.1 to this report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. Description
10.1 Offer Letter, dated as of June 23, 2022, by and between Anurag Maheshwari
and Otis Worldwide Corporation
99.1 Press Release, dated as of June 27, 2022.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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