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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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(c)
Appointment of Chief Operating Officer
On January 13, 2026, the Board of Directors appointed Enrique Miñarro Viseras to serve as Chief Operating Officer, effective January 16, 2026. Mr. Miñarro Viseras, 48, has worked at the Company since October 2023 as its President, Otis EMEA (including serving from May 2025 to December 2025 as its President, Otis EMEA & Latin America). Prior to that, Mr. Miñarro Viseras served at Ingersoll Rand as Senior Vice President and General Manager, Global Precision and Science Technologies in 2023 and Senior Vice President and General Manager, Industrial Technologies & Services EMEIA and Pressure & Vacuum Solutions from 2020 to 2023. There are no family relationships between Mr. Miñarro Viseras and any director, director nominee, or executive officer of the Company, and Mr. Miñarro Viseras 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 Operating Officer, the Company entered into an offer letter with Mr. Miñarro Viseras summarizing the terms of his employment and compensation. Pursuant to the offer letter, effective as of his appointment, Mr. Miñarro Viseras' base salary will be increased to $820,000, and his annual short-term incentive target will be increased to 120% of his base salary under the Company's Executive Short-Term Incentive Plan. Mr. Miñarro Viseras will be eligible to receive an annual equity award commencing with fiscal year 2026 with a target value of $3,500,000 under the Company's 2020 Long-Term Incentive Plan, as amended and restated as of January 1, 2024. Annual equity award grant values may vary from year-to-year based on individual and Company performance. Mr. Miñarro Viseras will continue to 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, including an annual financial counseling reimbursement for up to $16,000 and an annual executive health exam.
Mr. Miñarro Viseras is currently a party to an employment agreement with a subsidiary of the Company; on January 13, 2026, the Compensation Committee of the Board of Directors approved an amendment to this employment agreement to reflect the compensatory terms of the offer letter.
The foregoing description of Mr. Miñarro Viseras' offer letter is qualified in its entirety by reference to the offer letter, which is attached as Exhibit 10.1 to this report and incorporated into this Item 5.02 by reference.