DEF 14A of Vertiv Holdings Co, Apr 26, 2024

DEF 14A of Vertiv Holdings Co

Filed Apr 26, 2024 · FY20230001193125-24-115463

Open on EDGAR

  1. Nominees for Election

    Nominees for Election The following sets forth certain information about our directors as of the date of this proxy statement.

  2. Directors

    Directors

  3. Directors

    | | DAVID M. COTE Age: 71 Director Since: 2020 Director and Executive Chairman of the Board | | Background: Mr. Cote has served as our Executive Chairman of our Board of Directors since February 7, 2020. From April 2018 until the Business Combination (defined below), Mr. Cote served as Chief Executive Officer, President and Secretary, and Chairman of the Board of Directors of GSAH (defined below). Mr. Cote served as Chairman and Chief Executive Officer of Honeywell from July 2002 to March 2017. Most recently, Mr. Cote was Executive Chairman of the Board at Honeywell until April 23, 2018. He joined Honeywell as President and Chief Executive Officer in February 2002. Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW Inc., a provider of products and services for the aerospace, information systems and automotive markets, from August 2001 to February 2002. From February 2001 to July 2001, he served as TRW’s President and Chief Executive Officer and from November 1999 to January 2001 he served as its President and Chief Operating Officer. Mr. Cote was Senior Vice President of General Electric Company and President and Chief Executive Officer of GE Appliances from June 1996 to November 1999. Mr. Cote was a director of the Federal Reserve Bank of New York from March 2014 to March 2018, as well as a director of Juniper Industrial Holdings, Inc. from March 2020 until its merger with Janus International Group Inc. in June 2021. Qualifications: Mr. Cote was selected to serve on our Board due to his significant leadership experience and his extensive management and investment experience, including in the industrial sector. | |

  4. Directors

    | 10 | | | - 2024 Proxy Statement |

  5. Directors

    | | GIORDANO ALBERTAZZI Age: 58 Director Since: 2023 Director and Chief Executive Officer | | Background: Mr. Albertazzi has served as our Chief Executive Officer and as one of our directors since January 1, 2023. Previously, he served as our Chief Operating Officer from October 2022 until January 2023, President, Americas from March 2022 until July 2023 and as President of Europe, Middle East and Africa from February 2020 until March 2022. From 2016 until the Business Combination in February 2020, Mr. Albertazzi served as the President of Vertiv in Europe, Middle East and Africa and was responsible for Vertiv’s operations and business development within the region. Mr. Albertazzi began his career at Kone Elevators, where he progressed through operations and product development leadership. Mr. Albertazzi joined Emerson Network Power, a group of Emerson Electric (NYSE: EMR) in 1998 and held positions with increasing responsibility, including Plant Manager from 1999 to 2001, EMEA Marketing and Product Management Director from 2002 to 2004, and Managing Director for the Italian market unit from 2004 to 2006. In 2006, Mr. Albertazzi was promoted to Vice President Services for the Liebert Europe business. In 2011, Mr. Albertazzi was appointed Vice President Services for the broader Europe, Middle East and Africa region until he was promoted in 2014 to Vice President Sales. Mr. Albertazzi holds a bachelor’s degree in mechanical engineering from the Polytechnic University of Milan and master’s degree in management from Stanford Graduate School of Business. Qualifications: Mr. Albertazzi was selected to serve on our Board due to his extensive knowledge of the data center industry and his more than 25 years of employment in a wide range of leadership, sales and operations roles and responsibilities with Vertiv. | |

  6. Directors

    | | JOSEPH J. DEANGELO Age: 62 Director Since: 2022 Director | | Background: Mr. DeAngelo has served as one of our directors since October 3, 2022. Mr. DeAngelo served as Chairman of the Board, President and Chief Executive Officer of HD Supply Holdings, Inc., one of the largest industrial distributors in North America, beginning March 2015, President and Chief Executive Officer beginning January 2005, and was a member of HDS’s board beginning August 2007, serving in each position until the closing of the acquisition of HDS by The Home Depot (NYSE: HD) during 2020. Mr. DeAngelo served as Executive Vice President and Chief Operating Officer of The Home Depot during 2007. From 2005 to 2006, he served as Executive Vice President of HD Supply. In 2005, Mr. DeAngelo served as Senior Vice President, Home Depot Supply, Pro Business and Tool Rental, and from 2004 through 2005, he served as Senior Vice President, Pro Business and Tool Rental. Mr. DeAngelo previously served as Executive Vice President of The Stanley Works, a tool manufacturing company, from 2003 through 2004. From 1986 until 2003, Mr. DeAngelo held various positions with General Electric (“GE”). His final position with GE was President and Chief Executive Officer of General Electric TIP/Modular Space, a division of General Electric Capital. Mr. DeAngelo holds a bachelor’s degree in accounting and economics from the State University of New York at Albany. Mr. DeAngelo serves on the Board of the Combat Marine Outdoors (CMO). Mr. DeAngelo served on the board of directors of Owens-Illinois, Inc. from May 2016-July 2017, on the board of trustees of the Shepherd Center Foundation 2016–2020, and CEO Advisory Council of the Cristo Rey Atlanta Jesuit High School 2016–2020. Qualifications: Mr. DeAngelo was selected to serve on our Board due to his extensive leadership and management experience and industry knowledge. | |

  7. Directors

    | | - 2024 Proxy Statement | 11 |

  8. Directors

    | | JOSEPH VAN DOKKUM Age: 70 Director Since: 2020 Director | | Background: Mr. van Dokkum has served as one of our directors since February 7, 2020. Mr. van Dokkum is senior advisor and co-founder of Imperative Science Ventures, a venture capital firm focused on science breakthroughs since 2019. From 2009 to 2019, he was an Operating Partner with Kleiner Perkins in Menlo Park, CA, where he worked closely with his investment partners and the leadership of their start-up and growth portfolio companies to accelerate commercialization and scale the businesses. Prior to 2009, Mr. van Dokkum served for seven years as President of UTC Power, a division of Raytheon Technologies Corporation (NYSE: RTX) (formerly, United Technologies Corporation), where he was instrumental in organically growing UTC Power’s power generation products and service offerings, including fuel cells, renewable power solutions and combined cooling, heating and power applications for the commercial building markets. Prior to his tenure with UTC Power, Mr. van Dokkum was with Siemens (OTC: SIEGY) for 17 years. For the last six of those years, he served as President and Chief Executive Officer of Siemens Power Transmission & Distribution, Inc. during which time he augmented the company’s traditional power equipment, such as switchgear, power breakers, transformers and regulators, with intelligent systems and controls. This effort returned profitability to the business and enabled the expansion of the product portfolio through numerous acquisitions. Mr. van Dokkum has served on the boards of Ionic Materials, Inc. since 2013 and Ndustrial since 2017, and served as a director on the board of Solidia Technologies from 2011 until his retirement in December 2021. He earned his bachelor’s and master’s degrees in electrical engineering from the Institute of Technology, Albertus Magnus. Qualifications: Mr. van Dokkum was selected to serve on our Board due to his extensive leadership experience and industry knowledge. | |

  9. Directors

    | | ROGER FRADIN Age: 70 Director Since: 2020 Director | | Background: Mr. Fradin has served as one of our directors since February 7, 2020. From June 2018 until the Business Combination, Mr. Fradin served as one of GSAH’s directors. Mr. Fradin joined Honeywell in 2000 when Honeywell acquired Pittway Corporation. Mr. Fradin served as President and Chief Executive Officer of Honeywell’s Automation and Control Solutions business from January 2004 to April 2014. Mr. Fradin served as Vice Chairman of Honeywell from April 2014 until his retirement in February 2017. Mr. Fradin is also a consultant for The Carlyle Group and an advisor to Seal Rock Partners. Mr. Fradin received his M.B.A. and B.S. degrees from The Wharton School at the University of Pennsylvania, where he has also served as a member of the faculty. Mr. Fradin has served as the chairman of Victory Innovation, a Carlyle Group company, and a director of L3Harris Technologies Inc. (NYSE: LHX) since 2016, Resideo Technologies Inc (NYSE: REZI) since 2018, and Janus International Group Inc (NYSE: JBI) since 2021, where he has served as Vice Chairman from July 2023 until his appointment to Chairman of the Board of Directors in January 2024, and was formerly a director of MSC Industrial Direct Co., Inc. (Nasdaq: MSM) from 1998 to 2019, Pitney Bowes Inc. (NYSE: PBI) from 2019–2021, and Juniper II Corporation (NYSE: JUN) from 2021–2022. Qualifications: Mr. Fradin was selected to serve on our Board due to his deep industrial expertise, specifically in the automation and control solutions sectors, as well as for his experience overseeing acquisitions. | |

  10. Directors

    | 12 | | | - 2024 Proxy Statement |

  11. Directors

    | | JACOB KOTZUBEI Age: 55 Director Since: 2020 Director | | Background: Mr. Kotzubei has served as one of our directors since February 7, 2020. Mr. Kotzubei joined Platinum Equity, a private equity firm, in 2002 and is Co-President of the firm. Mr. Kotzubei serves as a director or manager of a number of Platinum Equity’s portfolio companies. Prior to joining Platinum Equity in 2002, Mr. Kotzubei worked for 4.5 years for Goldman Sachs’ Investment Banking Division in New York City. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei serves on the board of directors of Ryerson Holding Corporation (NYSE: RYI) since 2010, and is a former director of Key Energy Services, Inc. (2016 to February 2022) and Verra Mobility Corporation (NASDAQ: VRRM) (2018 to 2021). Mr. Kotzubei received a bachelor’s degree from Wesleyan University and holds a juris doctor from Columbia University School of Law, where he was elected a member of the Columbia Law Review. Qualifications: Mr. Kotzubei was selected to serve on our Board due to his experience in executive management oversight, private equity, capital markets, mergers and acquisitions and other transactional matters. | |

  12. Directors

    | | JAKKI L. HAUSSLER Age: 66 Director Since: 2022 Director | | Background: Ms. Haussler has served as one of our directors since August 8, 2022. Since June 2019, Ms. Haussler has served as the Non- Executive Chairman of Opus Capital Management LLC, an investment advisory firm that she co-founded in 1996. Prior to serving as the Non-Executive Chairman, Ms. Haussler was the Chief Executive Officer of Opus Capital Management LLC from 1996 until 2019. Ms. Haussler serves on the Board of Directors of Barnes Group Inc. (NYSE: B) since July 2021, where she serves on the compensation and management development committee and Service Corporation International (NYSE: SCI) since May 2018, where she serves on the audit and investment committees. Further, Ms. Haussler serves as a director and a trustee of the Morgan Stanley Funds, where she chairs the audit committee and serves on the equity committees. Ms. Haussler is a former director of Cincinnati Bell Inc., serving from 2008 until its acquisition by Macquarie Infrastructure Partners Inc. in 2021, where she served as chair of the audit and governance committees. She has an extensive financial background, having served in a variety of leadership positions in the investment community, including as managing director of Capvest Venture Fund LP from 2000 to 2011, and partner at both Adena Ventures LP from 2001 to 2010 and Blue Chip Venture Company from 1993 to 1995. Ms. Haussler, a former certified public accountant, holds a bachelor’s degree in accounting from the University of Cincinnati and a juris doctor from Salmon P. Chase College of Law at Northern Kentucky University. Qualifications: Ms. Haussler was selected to serve on the board due to her extensive experience in management and accounting along with her financial expertise. | |

  13. Directors

    | | - 2024 Proxy Statement | 13 |

  14. Directors

    | | MATTHEW LOUIE Age: 46 Director Since: 2020 Director | | Background: Mr. Louie has served as one of our directors since February 7, 2020. Mr. Louie joined Platinum Equity in 2008 and is a Managing Director at the firm. Mr. Louie serves as a director or manager of a number of Platinum Equity’s portfolio companies. Prior to joining Platinum Equity in 2008, Mr. Louie was an investment professional at American Capital Strategies, a middle market-focused private equity firm. Prior to American Capital, Mr. Louie worked in venture capital and growth equity at both Canaan Partners and Agilent Technologies, and in investment banking at Donaldson, Lufkin & Jenrette. Mr. Louie holds undergraduate degrees in both economics as well as political science from Stanford University and a MBA from Harvard Business School. Qualifications: Mr. Louie was selected to serve on our Board due to his experience related to private equity, capital markets, transactional matters and post-acquisition oversight of operational performance at portfolio companies. | |

  15. Directors

    | | EDWARD L. MONSER Age: 73 Director Since: 2020 Director | | Background: Mr. Monser has served as one of our directors since February 7, 2020. Mr. Monser serves on the board of directors for Air Products & Chemicals, Inc. (NYSE: APD) since 2013, where he is the Lead Director and a member of the Governance and the Management Development and Compensation Committees, and formerly served as a director and member of the Audit and Compensation Committees for Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP), serving on the Board from 2018 until his retirement in April 2022. From 2010 to 2018, Mr. Monser served as President of Emerson (NYSE: EMR), where he had more than 30 years of experience in senior operational positions and played a key role in its globalization. From 2001 to 2015, he was a member of Emerson’s Office of the Chief Executive and served as its Chief Operating Officer. Mr. Monser is active in promoting international understanding and trade and is Vice Chairman of the U.S.-India Strategic Partnership Forum. He has served on the advisory Economic Development Board for China’s Guangdong Province, the board of advisors for South Ural State University in Chelyabinsk, Russia and the board of the U.S.-China Business Council, where he was also Vice Chairman. Mr. Monser received a bachelor’s degree in electrical engineering from Illinois Institute of Technology in 1980 and has a bachelor’s degree in education from Eastern Michigan University. He is an alumnus of the executive education program at the Stanford University Graduate School of Business. Qualifications: Mr. Monser was selected to serve on our Board due to his extensive experience in key management positions, including at Emerson when Vertiv was part of that company. | |

  16. Directors

    | 14 | | | - 2024 Proxy Statement |

  17. Directors

    | | STEVEN S. REINEMUND Age: 76 Director Since: 2020 Director | | Background: Mr. Reinemund has served as one of our directors since February 7, 2020. From June 2018 until the Business Combination, Mr. Reinemund served as one of GSAH’s directors. Mr. Reinemund served as Dean of Business at Wake Forest University from July 2008 to June 2014, an organization he joined after a 23-year career with PepsiCo, Inc. (NASDAQ: PEP) (“PepsiCo”). At PepsiCo, Mr. Reinemund served as Executive Chairman from October 2006 to May 2007, and as Chairman and Chief Executive Officer from May 2001 to October 2006. Prior to being Chief Executive Officer, he was PepsiCo, Inc.’s President and Chief Operating Officer from September 1999 to May 2001. Mr. Reinemund began his career with PepsiCo, Inc. in 1984 at Pizza Hut, Inc. and held other positions until he became President and Chief Executive Officer of Frito-Lay’s North American snack division in 1992. He became Chairman and Chief Executive Officer of Frito-Lay’s worldwide operations in 1996. Mr. Reinemund was a director of Johnson & Johnson (NYSE: JNJ) from 2003 to 2008, American Express Company (NYSE: AXP) from 2007 to 2015, Exxon Mobil Corporation (NYSE: XOM) from 2007 to 2020, Marriott International, Inc. (Nasdaq: MAR) from 2007 to 2020, Chick-fil-A from 2015 to 2021, GS Acquisition Holdings Corp. II from 2020 until its merger with Mirion Technologies in October 2021, and Kohana Coffee Holdings, where he served as chairman, from 2021 to 2022. Further, Mr. Reinemund previously served as a director and chair of the compensation committee of Walmart Inc. (NYSE: WMT) from 2010 to 2022, and a director and chair of the audit committee of Catalyst Partners Acquisition Corp (NASDAQ: CPARU) from 2021 to 2023. Mr. Reinemund currently serves on the Board of Directors at USNA Foundation. A graduate of the United States Naval Academy in 1970, Mr. Reinemund served five years as an officer in the United States Marine Corps, achieving the rank of Captain. He received a MBA from the University of Virginia and has been awarded honorary doctorate degrees by Johnson and Wales University and Bryant University. Qualifications: Mr. Reinemund was selected to serve on our Board due to his considerable business leadership roles, mergers and acquisitions experience and his relevant board expertise. | |

  18. Directors

    | | ROBIN L. WASHINGTON Age: 61 Director Since: 2020 Director | | Background: Robin L. Washington has served as one of our directors since February 7, 2020. Ms. Washington also serves on the Board of Directors of Alphabet, Inc. (NASDAQ: GOOG) since April 2019, where she is chair of the leadership development and compensation committee, Honeywell International, Inc. (NYSE: HON) since April 2013, Salesforce.com (NYSE: CRM) since September 2013, where she is the lead independent director and chairs the nominating and governance committee, and privately held companies, Beacon Biosignals and StockX. Ms. Washington served as Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., from May 2008–November 2019 where she oversaw Global Finance, Facilities and Operations, Investor Relations and the Information Technology organizations. Prior to Gilead, Ms. Washington was the Chief Financial Officer of Hyperion Solutions Inc. from January 2006 until it was acquired by Oracle Corporation in March 2007. Prior to that, she spent nearly 10 years at Peoplesoft, Inc. where she served in a number of executive financial positions. Ms. Washington is also a member of the Presidents Council & Ross Business School Advisory Board, University of Michigan, and a trustee of both the Financial Accounting Foundation and Mastercard Foundation. She is a certified public accountant and holds a bachelor’s degree in business administration from the University of Michigan and a MBA from Pepperdine University. Qualifications: Ms. Washington was selected to serve on the board due to her extensive experience in management, operations and accounting in the life sciences and technology sectors along with her financial expertise. | |

  19. Directors

    | | - 2024 Proxy Statement | 15 |

  20. Director Compensation

    Director Compensation

  21. Director Compensation Policy

    Director Compensation Policy The following table shows the cash compensation structure for non-employee directors for 2023. There was no increase from the prior year, and there has been no increase for 2024.

  22. Director Compensation Policy

    | | Cash Retainer | | Chairman of the Board | $200,000 | | Committee Chair – Audit | $150,000 | | Committee Chair – Compensation | $130,000 | | Committee Chair – Nominating and Corporate Governance | $115,000 | | Other Board Member | $100,000 |

  23. Director Compensation Policy

    In addition, each non-employee director received an annual equity grant consisting of stock options with four-year annual ratable vesting. Consistent with its executive compensation philosophy, the Board believed that stock option awards served as an appropriate long-term incentive because our directors would only realize value if the stock price increased, aligning their long-term interests with those of our public stockholders. Stock options have an exercise price equal to the closing price of our stock on the grant date. As a result, the Compensation Committee believes that stock options are an important and effective part of director compensation because the value of the awards to our directors is directly tied to and predicated on increases in our stock price after the grant date, for which our stockholders benefit. In order for the directors to realize any value in the stock options, the stock price must exceed the grant date price subsequent to vesting of the options. In determining the amount of options to grant in 2023, the Board and Compensation Committee primarily considered the number of shares that would be appropriate, rather than targeting a specific value, and so granted a set number of options, resulting in a lower number of options granted than were granted during the prior year. We believe that our director compensation levels are necessary and appropriate in order to attract and retain outstanding talent who possess the proper skillsets to drive Vertiv’s short- and long-term strategies to create long term value for our stockholders. The Compensation Committee has also reviewed peer group data. Our Executive Chairman receives a higher level of compensation, with the primary focus of his compensation in the form of equity awards, due to the active role he plays and significant time commitment he makes in leading the Board and helping management set and implement our short- and long-term strategies. This was particularly important when compensation decisions were being made in early 2023, as given his prior executive and operational experience, the Executive Chairman was taking a more active role with our CEO and management during the transition of the CEO leadership and as we sought to operationalize our strategies aimed at growing and investing in our business and mitigating the economic and operational challenges we faced. As such, the Compensation Committee and the Board believed the equity award in particular was an appropriate amount to compensate the Executive Chairman. His equity award will not have value unless the stock price increases from the grant date through the vesting schedule. Further, our Committee Chairs receive higher levels of cash retainers in acknowledgement of the additional workload in leading these Committees. Vertiv reimburses directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and Committee meetings or performing other services in their capacities as directors. The Board expects to review director compensation periodically to ensure that the director compensation package remains competitive such that Vertiv is able to recruit and retain qualified directors.

  24. Director Compensation Policy

    | | - 2024 Proxy Statement | 21 |

  25. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation for our directors during fiscal 2023, except that Mr. Albertazzi’s compensation is reported in the Summary Compensation Table below under “Executive Compensation.”

  26. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($)(2),(3),(4) | All Other Compensation ($)(5) | Total ($) | | David M. Cote | 200,000 | — | 699,000 | — | 899,000 | | Joseph J. DeAngelo | 100,000 | — | 209,700 | — | 309,700 | | Joseph van Dokkum | 115,000 | — | 209,700 | — | 324,700 | | Roger Fradin | 130,000 | — | 209,700 | — | 339,700 | | Jakki L. Haussler | 100,000 | — | 209,700 | — | 309,700 | | Jacob Kotzubei | 100,000 | — | 209,700 | — | 309,700 | | Matthew Louie | 100,000 | — | 209,700 | — | 309,700 | | Edward L. Monser | 100,000 | — | 209,700 | — | 309,700 | | Steven S. Reinemund | 150,000 | — | 209,700 | — | 359,700 | | Robin L. Washington | 100,000 | — | 209,700 | — | 309,700 |

  27. Director Compensation Table

    | (1) Reflects the cash retainers described above. |

  28. Director Compensation Table

    | (2) The amounts reported in this column represent the aggregate grant date fair value of such option awards computed in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 15 to our audited financial statements for the year ended December 31, 2023. The options reported in this table vest annually over four years following grant, subject to the director’s continued service. |

  29. Director Compensation Table

    | (3) On March 7, 2023, these directors received options to purchase 30,000 shares of Class A common stock (100,000 shares in the case of Mr. Cote), with a per share exercise price of $15.84, which was the closing price of our Class A common stock on the grant date. These options were approved at the first meeting of the Compensation Committee of 2023, consistent with Vertiv’s Equity Grant Policy, on March 7, 2023, subject to approval by the Board at a meeting on March 7, 2023, with the grants to be effective on March 7, 2023. |

  30. Director Compensation Table

    | (4) As of December 31, 2023, Mr. Cote, Ms. Haussler, and Mr. DeAngelo held unexercised stock options (vested and unvested) to purchase 447,826, 52,544, and 46,103 shares, respectively, and each of the other non-employee directors held unexercised stock options (vested and unvested) to purchase 145,941 shares. |

  31. Director Compensation Table

    | (5) This column requires reporting the amount of other compensation, including personal benefits or perquisites that exceed $10,000 in the aggregate. This table excludes reimbursements for expenses incurred in attending Board and Committee meetings or performing other services in their capacities as directors. Our directors may be accompanied by a spouse or guests on our chartered aircraft while on business travel, which does not result in aggregate incremental cost to the Company. |

  32. Director Compensation Table

    | 22 | | | - 2024 Proxy Statement |

  33. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information about our directors and executive officers as of the date of this proxy statement.

  34. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position | | David M. Cote | 71 | Executive Chairman of the Board* | | Giordano Albertazzi | 58 | Chief Executive Officer and Director* | | Joseph J. DeAngelo | 62 | Director* | | Joseph van Dokkum | 70 | Director* | | Roger Fradin | 70 | Director* | | Jakki L. Haussler | 66 | Director* | | Jacob Kotzubei | 55 | Director* | | Matthew Louie | 46 | Director* | | Ed Monser | 73 | Director* | | Steve Reinemund | 76 | Director* | | Robin Washington | 61 | Director* | | David J. Fallon | 54 | Chief Financial Officer | | Edward Cui | 50 | President, Greater China | | Stephanie Gill | 53 | Chief Legal Counsel and Corporate Secretary | | Sheryl Haislet | 59 | Chief Information Officer | | Anders Karlborg | 62 | Executive Vice President, Manufacturing, Logistics and Operational Excellence | | Stephen Liang | 65 | Chief Technology Officer and Executive Vice President | | Cheryl Lim | 54 | Chief Human Resources Officer | | Philip O’Doherty | 63 | Managing Director, E&I Engineering | | Paul Ryan | 50 | Chief Procurement Officer | | Anand Sanghi | 53 | President, Americas | | Karsten Winther | 54 | President, Europe, Middle East & Africa |

  35. DIRECTORS AND EXECUTIVE OFFICERS

    | * Biographical information for each of our directors is set forth under “Proposal 1: Election of Directors—Nominees for Election” above. |

  36. DIRECTORS AND EXECUTIVE OFFICERS

    David J. Fallon. Mr. Fallon has served as our Chief Financial Officer since February 2020. From July 2017 until the Business Combination in February 2020, Mr. Fallon served as the Chief Financial Officer of Vertiv and has more than 25 years of experience in financial management with global companies. Prior to joining Vertiv, from 2010 to 2017, Mr. Fallon served as Chief Financial Officer at CLARCOR, Inc. (formerly NYSE: CLC), which was a $1.4 billion filtration company with operations in North America, Europe, Asia, Africa and Australia. From 2009 to 2010, Mr. Fallon served as Vice President of Finance for CLARCOR, Inc. CLARCOR, Inc. was purchased by Parker-Hannifin Corp (NYSE: PH) in February 2017. From 2002 to 2009, Mr. Fallon served as Chief Financial Officer and Vice President of Finance for Noble International (formerly NASDAQ: NOBL), which was a $1.1 billion auto supplier with global manufacturing operations. Prior to joining Noble International, Mr. Fallon served as Treasury Manager at Textron Automotive from 2000 to 2002, a financial analyst at DaimlerChrysler from 1997 to 2000 and as a senior accountant at Deloitte & Touche from 1991 to 1995. Mr. Fallon earned a MBA from the Wharton School of Business and a BS in business administration from the University of Dayton. He is certified as a Chartered Financial Analyst® and a Certified Public Accountant (inactive). Edward Cui. Mr. Cui has served as our President—Greater China since March 2022, and is responsible for China operations, supply chain, service, marketing, engineering and sales. Mr. Cui previously served as the VP Engineering in Asia Pacific from November 2020 to February 2022 where he was responsible for Engineering Innovations and New Product Development. Mr. Cui has been with Vertiv since 1997, with roles as VP of Engineering from November 2020 until February 2022 with leadership of three R&D centers, VP of Sales from February 2017 until October 2020, VP of Marketing from October 2013 until January 2017, VP of Wind Power product line from July 2007 until September 2013, and key positions in strategic marketing and planning. He started his career at Avansys, Huawei in July 1997 with roles growing in responsibility from design engineer to deputy director of product management to director of operations. Edward holds a bachelor of science in electrical automation/electrical engineering and a master of science in power electronics/electrical engineering from Tsinghua University, and an EMBA degree from Washington University in St. Louis. Stephanie Gill. Ms. Gill has served as our Chief Legal Counsel and Corporate Secretary since January 2021 and is responsible for Vertiv’s global legal strategy, corporate compliance and regulatory functions. Prior to joining Vertiv, Ms. Gill spent 15 years with CNX Resources Corporation (NYSE: CNX), formerly CONSOL Energy Inc., a publicly traded energy

  37. DIRECTORS AND EXECUTIVE OFFICERS

    | | - 2024 Proxy Statement | 23 |

  38. DIRECTORS AND EXECUTIVE OFFICERS

    company, from 2005 until December 2020. At CNX, Ms. Gill held a variety of positions of increasing responsibility, culminating in her being appointed Vice President and General Counsel in December 2014. Ms. Gill started her legal career as an associate at Jones Day in 1996. After Ms. Gill’s tenure at Jones Day, she joined the corporate group at Buchanan Ingersoll & Rooney in 1999, where she was promoted to shareholder effective 2005, working with public and private companies in various industries. While in law school, Ms. Gill also served as a law clerk in the United States Bankruptcy Court for the Western District of Pennsylvania. Ms. Gill is a graduate of The Wharton School of Business of The University of Pennsylvania with a bachelor of science degree in economics and a concentration in accounting and of The Dickinson School of Law of Penn State University, where she received her doctorate of jurisprudence and was the managing editor of The Law Review. Sheryl Haislet. Ms. Haislet has served as our Chief Information Officer since February 2020. Prior to joining Vertiv, from October 2015 to September 2019, Ms. Haislet was the Chief Information Officer and Vice President of Information Technology and Digital Office at Adient plc, a $17 billion global automotive seating manufacturer. Prior to joining Adient, Ms. Haislet spent 25 years with Johnson Controls (NYSE: JCI). At Johnson Controls, Ms. Haislet held a variety of positions of increasing seniority, culminating in her being appointed Chief Information Officer and Vice President of Information Technology, Power Solutions, in October 2014. Ms. Haislet holds an executive MBA from the Quantic School of Business and Technology, a Graduate Certificate in SAP from Central Michigan University, a masters in computer information systems from Grand Valley State University and a BA from the University of Michigan. Anders Karlborg. Mr. Karlborg has been our EVP, Manufacturing, Logistics and Operational Excellence since August 2023. Mr. Karlborg is responsible for global operations driving enterprise-wide processes and best practice alignment. He collaborates with all regions, lines of business, finance, and procurement to enhance Vertiv’s manufacturing and logistics capability to better leverage the company’s global footprint. He was our SVP, Americas Operations and Global Channel from August 2022 to July 2023; Sr. VP, Global Channel Operations from July 2021 to July 2022; VP, Operations & Supply Chain, Asia Pacific & EMEA from January 2020 to July 2021; and Vice President, Operations, Asia Pacific from September 2018 to December 2019. Mr. Karlborg has been with Vertiv since 2018, leading the transformation of regional operations in Asia Pacific, EMEA and the Americas. He has more than 30 years of experience in top tier manufacturing and technology companies. Prior to joining Vertiv, he was an industrial engineer for Volvo Components from 1987 to 1998. In 1998 he joined Ericsson where he was assigned supply chain leadership roles in varying capacities in China and the Middle East until 2008. In 2008, he joined Huawei as the Operations Vice President in China, a position he held until 2015 when he became Operations Vice President with ZTE in China until 2018. He earned a master of science in mechanical engineering from University of Lulea, Sweden. Stephen Liang. Mr. Liang has served as our Chief Technology Officer since February 2021 and Chief Technology Officer and Executive Vice President since August 2022 and was previously our President of Asia Pacific from February 2020 to February 2021. Mr. Liang previously served as the President of Vertiv in Asia Pacific from 2016 until the Business Combination in February 2020, where he was responsible for Vertiv’s operations and business development in the Asia Pacific region. Mr. Liang began working at Emerson Electric Co (NYSE: EMR) in 1994 in the Astec business, a business specializing in power supply solutions for the computing and communications industries. While at Astec, Mr. Liang served as Executive Vice President of Operations from April 1994 until October 2001. In October 2001, Mr. Liang was promoted to President of Emerson Network Power China, leading the merging of four organizations and migrating R&D and production facilities and served in this role until 2006, when he was promoted to the position of President of China and Energy Systems Asia. In 2008, Mr. Liang became President, Emerson Network Power Asia Pacific, responsible for all of Network Power’s Asia Pacific businesses, including China, India and Australia, until he was promoted to Group Vice President, Telecom & President Asia Pacific in 2013, when Mr. Liang also took on management responsibility for the global telecom business. Mr. Liang holds a bachelor’s degree and a master’s degree in mechanical engineering from the Massachusetts Institute of Technology. Cheryl Lim. Ms. Lim joined Vertiv as Chief Human Resources Officer in August 2022. She leads the development and execution of HR strategy, with a focus on employee development, talent acquisition, growth and retention, in support of Vertiv’s high-performing culture. Ms. Lim has more than 20 years of HR experience, most recently as VP of HR at ITT, from August 2021 to August 2022. Previously, she moved through the HR ranks at Honeywell, starting as an HR generalist and moving on to positions of increasing responsibility, including VP HR EMEA & High Growth Regions from January 2017 to September 2018 and VP HR Corporate from October 2018 to May 2021. Ms. Lim started her career in customer services at TNT Express Worldwide in both Germany and the UK, and as Customer Services Manager, Europe, for Sunrider International. Ms. Lim holds a joint degree in german and management studies from the University of Leeds, and both a MBA and certificate in alternative dispute resolution from Pepperdine Graziadio Business School. Ms. Lim speaks English and German. Philip O’Doherty. Mr. O’Doherty has served as our Managing Director of E&I Engineering since November 2021, and is responsible for the management of the E&I Engineering portfolio of power distribution solutions, including busbar, switchgear, energy management and modular power solutions. Prior to joining Vertiv, Mr. O’Doherty spent more than 30 years in the engineering industry, starting his career at Dupont in 1982 where he worked for 5 years before embarking on his entrepreneurial journey. In 1986, Mr. O’Doherty established his own business manufacturing electrical switchgear and control systems; that business was E&I Engineering. Mr. O’Doherty was the majority owner and operator of E&I Engineering until the time of its acquisition by the Company in November 2021. Mr. O’Doherty has played a fundamental role in growing the business from its small beginnings, now having operations on a global scale with manufacturing locations in Ireland, UK, US and UAE. Mr. O’Doherty holds a bachelor’s degree in electrical and electronic engineering from Queens University Belfast.

  39. DIRECTORS AND EXECUTIVE OFFICERS

    | 24 | | | - 2024 Proxy Statement |

  40. DIRECTORS AND EXECUTIVE OFFICERS

    Paul Ryan. Mr. Ryan has been our Chief Procurement Officer since May 2023. Mr. Ryan is responsible for leading the organization’s strategic procurement function, its 8,000 suppliers and nearly $4 billion in direct and indirect material spending. Mr. Ryan has more than 25 years of experience working within global supply chains, engineering and operations, engaging suppliers to deliver value, and setting corporate wide and business unit strategies to align supply chains to optimize cost, cash and end-customer satisfaction. Prior to this role, Mr. Ryan held a variety of executive-level roles in global operations and supply chain for Vertiv, Emerson Network Power and Avocent Corp, including vice president global commodity management at Vertiv from March 2003 to May 2023. In 2012, he was named vice president of global operations and supply chain for Avocent Products and Services, a position he held until his promotion in 2017. Prior to 2012, Mr. Ryan was appointed vice president and managing director of Avocent Products and Services in APAC (Singapore) from 2009 to 2012. Mr. Ryan attended the University of Limerick, where he received a bachelor’s degree in production management and later, a master’s degree in science from the department of mathematics at the University of Limerick. Mr. Ryan also completed the executive development program at the Kellogg School of Management at Northwestern University. Anand Sanghi. Mr. Sanghi has served as our President, Americas since July 2023, and previously served as our President for Vertiv Australia, New Zealand, Southeast Asia and India (ASI) from February 2021 until July 2023. Mr. Sanghi is responsible for Vertiv’s business development and operations in those regions. Mr. Sanghi has spent more than 26 years in the technology and engineering space in the Asia-Pacific region. Mr. Sanghi joined Emerson Network Power, a group of Emerson Electric Co (NYSE: EMR), in 2001 as Director of Planning and achieved positions of increasing responsibility before being appointed President of Vertiv Asia in 2017, a role that he served in until February 2021. Prior to joining Emerson Network Power, Mr. Sanghi led a start-up business and held positions with Emerson Electric from 1999 until 2000 and Copeland Corporation from 1994 until 1999. Mr. Sanghi earned his bachelor’s degree in electrical and electronics engineering from the Indian Institute of Technology and his MBA from the Indian Institute of Management. Karsten Winther. Mr. Winther has served as our President for Europe, Middle East and Africa since March 2022, and previously served as the Vice President of Sales for Europe, Middle East and Africa from 2018 until March 2022. Mr. Winther has over 20 years of tech industry experience in management, sales and marketing functions, including strong focus on channel and vertical markets. He has led transformation of large-scale sales organizations. Before joining Vertiv in 2018, Mr. Winther held regional and country sales roles at Epson, a multinational electronics company, from May 2000 until August 2012, and NEC, a multinational information technology and electronics corporation, from September 2012 until March 2016, and Cobham SATCOM, a satellite communications equipment company, from April 2016 until April 2018, where he led global sales, marketing and service. Mr. Winther studied business economics & management at Copenhagen Business School and also completed a two-year Rising Star program at Esade in Barcelona, with emphasis on strategy, finance, innovation, CSR and leadership.

  41. DIRECTORS AND EXECUTIVE OFFICERS

    | | - 2024 Proxy Statement | 25 |

  42. COMPENSATION TABLES

    | Name and principal position(1) | | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Giordano Albertazzi(6) Chief Executive Officer | 2023 | 865,385 | | | 3,300,000 | 2,000,000 | 17,789 | 6,183,174 | | | 2022 | 597,086 | | 6,750,000 | 3,901,300 | 410,254 | 174,368 | 11,833,008 | | David Fallon Chief Financial Officer | 2023 | 659,615 | | | 1,399,999 | 623,438 | 52,200 | 2,735,252 | | | 2022 | 591,154 | | 3,870,000 | 1,273,950 | 483,750 | 121,581 | 6,340,435 | | | 2021 | 575,000 | | | 1,541,998 | | 20,595 | 2,137,593 | | Stephen Liang Chief Technology Officer and EVP | 2023 | 663,750 | | | 799,999 | 824,378 | 66,375 | 2,354,502 | | | 2022 | 606,414 | | 3,000,000 | 737,550 | 453,600 | 238,769 | 5,036,333 | | | 2021 | 590,400 | | | 899,996 | | 98,547 | 1,588,943 | | Anand Sanghi President, Americas | 2023 | 464,908 | | 1,050,000 | 999,990 | 575,218 | 169,094 | 3,259,210 | | Anders Karlborg EVP, Manufacturing, Logistics and Operational Excellence | 2023 | 465,219 | | 1,854,000 | 339,992 | 523,259 | 364,131 | 3,546,601 |

  43. Potential Payments Upon Termination of Employment

    Potential Payments Upon Termination of Employment The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of a (i) termination without cause, (ii) termination for good reason, (iii) termination under the CIC Plan, (iv) termination by reason of the executive’s death or disability, or (v) upon retirement. The amounts shown assume that the applicable triggering event occurred on December 31, 2023 and, therefore, are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event.

  44. Potential Payments Upon Termination of Employment

    | Name | Reason for termination | Cash Payment ($) | Equity Acceleration ($)(1) | Total ($) | | Giordano Albertazzi | Involuntary Termination Without Cause | 2,049,000(2) | 1,684,692 | 3,733,692 | | | Resignation For Good Reason | 2,049,000(2) | | 2,049,000 | | | Change in Control Termination | 5,211,000(3) | 46,880,651 | 52,091,651 | | | Death or Disability | 2,000,000(4) | 39,680,651 | 41,680,651 | | | Retirement | | | | | David Fallon | Involuntary Termination Without Cause | 1,354,000(2) | 2,105,842 | 3,459,842 | | | Resignation For Good Reason | 1,354,000(2) | | 1,354,000 | | | Change in Control Termination | 3,361,000(3) | 25,300,773 | 28,661,773 | | | Death or Disability | 623,438(4) | 21,430,773 | 22,054,211 | | | Retirement | | | | | Stephan Liang | Involuntary Termination Without Cause | 1,230,000(2) | 1,684,692 | 2,914,692 | | | Resignation For Good Reason | 1,230,000(2) | (1) | 1,230,000 | | | Change in Control Termination | 2,979,000(3) | 16,018,639 | 18,997,639 | | | Death or Disability | 1,161,878(4)(5) | 13,018,639 | 14,180,517 | | | Retirement | 337,500 | (1) | 337,500(1) | | Anand Sanghi | Involuntary Termination Without Cause | 864,356(2) | | 864,356 | | | Resignation For Good Reason | 864,356(2) | | 864,356 | | | Change in Control Termination | 2,057,068(3) | 6,964,647 | 9,021,715 | | | Death or Disability | 575,218(4) | 4,564,647 | 5,139,865 | | | Retirement | | | | | Anders Karlborg | Involuntary Termination Without Cause | 796,888(2) | | 796,888 | | | Resignation For Good Reason | 796,888(2) | | 796,888 | | | Change in Control Termination | 1,839,664(3) | 5,891,799 | 7,731,463 | | | Death or Disability | 523,259(4) | 4,037,799 | 4,561,058 | | | Retirement | | | |

  45. Potential Payments Upon Termination of Employment

    | (1) Our RSU agreements granted to individuals prior to 2024 who were executive officers at the time of grant provide that, upon a termination without cause, any unvested RSUs scheduled to vest during the six-month period following termination shall vest on the applicable scheduled vesting dates. In addition, our RSU and option agreements provide that the awards vest in full upon termination of employment due to death or disability and remain eligible for continued vesting upon retirement at age 65. As of December 31, 2023, only Mr. Liang met the definition of retirement under these agreements. Because upon retirement the awards would not be forfeited but would remain eligible for continued vesting on the originally scheduled vesting dates (subject to continued compliance with restrictive covenants), no value is reflected in this table because the value could not be realized until the original vesting date; however, see the amount set forth under Death/Disability for the value of these awards as of December 31, 2023 that would have remained outstanding following his retirement. Amounts payable under retirement exclude accrued benefits under the Company’s retirement plans. Under the CIC Plan, all RSUs and options fully accelerate upon a qualifying termination during a Change in Control Period. The treatment of the Strategic Performance Awards in the event of a change in control is described above. The value in this column was calculated by multiplying the number of unvested awards as of December 31, 2023 by $48.03, which was the closing price of our Class A common stock on December 29, 2023, the last trading day of the fiscal year, less, in the case of stock options, the applicable exercise price. For a Change in Control Termination, the value of the Strategic Performance Awards reflected in the table is the target value pursuant to their terms. |

  46. Potential Payments Upon Termination of Employment

    | (2) Pursuant to the Executive Employment Policy, consists of (i) a cash payment equal to one times the sum of the executive’s annual rate of base salary as in effect on December 31, 2023 and target annual bonus for 2023 and (ii) if applicable, the estimated cost of health coverage for 12 months. |

  47. Potential Payments Upon Termination of Employment

    | (3) Pursuant to the CIC Plan, consists of (i) lump-sum cash payments equal to a multiplier of two (or, in the case of the CEO, three) times the sum of (x) base salary in effect on December 31, 2023 plus (y) target annual bonus for 2023; (ii) a lump-sum cash payment equal to the executive’s annual target bonus during the fiscal year of termination, pro-rated based on the number of days worked by the executive during such fiscal year (so 100% of annual target bonus for a termination on December 31, 2023); and (iii) the estimated cost of health coverage for 18 months. |

  48. Potential Payments Upon Termination of Employment

    | 42 | | | - 2024 Proxy Statement |

  49. Potential Payments Upon Termination of Employment

    | (4) Pursuant to the Executive Employment Policy, payment on death or disability would be a pro-rated portion of the executive’s annual bonus for the fiscal year in which the termination date occurs (so 100% for a termination on December 31, 2023). Each NEO’s actual 2023 bonus is reflected in this table. |

  50. Potential Payments Upon Termination of Employment

    | (5) Pursuant to Mr. Liang’s agreement, subject to the terms of the Executive Employment Policy, he is entitled to six months’ notice or pay in lieu of notice unless terminated by the Company for cause, and so this table assumes six months of salary is paid upon certain termination events that would not result in a payment under the Executive Employment Policy or CIC Plan. |

  51. Potential Payments Upon Termination of Employment

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC adopted a rule requiring companies to disclose the ratio of the median employee’s total annual compensation relative to total annual compensation of the principal executive officer. As permitted under SEC rules, the Company determined that it was appropriate to use the same median employee that it used in its disclosure for fiscal year 2021 based on its reasonable belief that the increase in the employee population since such date would not result in a significant change to its pay ratio disclosure. However, because the median employee for 2021 was no longer with the Company, another employee with substantially similar compensation was identified as the median employee for 2023. The median employee was identified by examining the Company’s compensation records to calculate each employee’s cash compensation opportunities during the applicable year. After identifying the median employee, we calculated an estimate of the total annual compensation for 2023 for such employee, using the same methodology used for our NEOs as set forth in the Summary Compensation Table above. As a global organization, most of our employees are located outside of the United States, and the median employee is located in China. We used the following additional methodology and material assumptions:

  52. Potential Payments Upon Termination of Employment

    | • | In the determining the median employee, we excluded the following number of employees in the following countries, which together constituted less than 5% of all active employees at the time of the determination under the SEC’s de minimis exception: Argentina (23), Azerbaijan (4), Bangladesh (5), Chile (90), Colombia (102), Costa Rica (13), Hungary (14), Malaysia (132), Poland (62), Portugal (15), Russian Federation (12), South Africa (42), Taiwan (108), Thailand (93) and Viet Nam (29). The determination of the median employee was based on a total of 22,300 employees (excluding the CEO), with 3,730 U.S. employees and 18,570 non-U.S. employees. |

  53. Potential Payments Upon Termination of Employment

    | • | Pay was annualized for employees who worked a partial year. |

  54. Potential Payments Upon Termination of Employment

    | • | Foreign currencies were converted into U.S. dollars. |

  55. Potential Payments Upon Termination of Employment

    Total compensation for 2023 for Mr. Albertazzi was $6,183,174. Our median employee’s estimated total compensation for 2023 was $25,058. Therefore, the ratio of our 2023 principal executive officer’s pay to our median employee’s pay for 2023 is 247:1

  56. Potential Payments Upon Termination of Employment

    | | - 2024 Proxy Statement | 43 |

  57. Potential Payments Upon Termination of Employment

    Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the “compensation actually paid” (“ CAP ”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.

  58. Potential Payments Upon Termination of Employment

    | Year | Summary Compensation Total for PEO($) (1) | Compensation Actually Paid to PEO($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs($) (3) | Average Compensation Actually Paid to Non-PEO NEOs($) (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income($) (6) | Adjusted Operating Profit($) (6) | | | | | | | Total Shareholder Return($) (5) | Peer Group Total Shareholder Return($) (5) | | | | 2023 | 6,183,174 | 49,586,394 | 2,973,889 | 16,527,970 | 436.4 | 156.5 | 460.2M | 1,053.5M | | 2022 | 8,033,521 | (6,564,566) | 6,546,724 | 4,820,353 | 124.1 | 123.7 | 76.6M | 439.2M | | 2021 | 5,180,837 | 13,610,394 | 1,798,692 | 4,039,817 | 226.6 | 153.0 | 119.6M | 471M | | 2020 | 19,627,189 | 23,693,454 | 4,876,038 | 6,048,310 | 169.4 | 121.0 | (327.3)M | 342.2M |

  59. Potential Payments Upon Termination of Employment

    | (1) The dollar amounts reported in this column are the amounts of total compensation reported for our Principal Executive Officer (“ PEO ”) for each corresponding year in the “Total” column of the Summary Compensation Table, which for 2023 was Mr. Albertazzi and for each of 2022, 2021 and 2020, was Rob Johnson. |

  60. Potential Payments Upon Termination of Employment

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such executives during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to the total compensation for each year to determine the compensation actually paid. Adjusted fair values have been determined using, as applicable, updated stock price and assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. |

  61. Potential Payments Upon Termination of Employment

    | Fiscal Year | 2020($) | 2021($) | 2022($) | 2023($) | | Total from Summary Compensation Table | 19,627,189 | 5,180,837 | 8,033,521 | 6,183,174 | | - Amount reported in the Summary Compensation Table for Stock Awards and Option Awards | (14,007,999) | (3,999,997) | (5,834,824) | 3,300,000 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 18,074,264 | 6,381,812 | 7,113,759 | 16,686,183 | | +/- Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (Including Modifications) | | 5,266,261 | (102,068) | 20,764,903 | | - Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year | | | (12,272,807) | | | +/- Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 781,482 | (3,502,147) | 2,652,134 | | Compensation Actually Paid | 23,693,454 | 13,610,394 | (6,564,566) | 49,586,394 |

  62. Potential Payments Upon Termination of Employment

    | (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO named executive officers (“ Non-PEO NEOs ”) as a group in the “Total” column of the Summary Compensation Table in each applicable year. For purposes of calculating the average amounts in each applicable year, the names of each of the Non-PEO NEOs are as follows: Giordano Albertazzi (2022), David Fallon (2023, 2022, 2021, 2020), Stephen Liang (2023, 2022, 2021, 2020), Anand Sanghi (2023), Anders Karlborg (2023), Phil Doherty (2022), Stephanie Gill (2021), Jason Forcier (2021, 2020) and John Hewitt (2020). |

  63. Potential Payments Upon Termination of Employment

    | (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group in the applicable year as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to the average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described in Note 2 above. |

  64. Potential Payments Upon Termination of Employment

    | 44 | | | - 2024 Proxy Statement |

  65. Potential Payments Upon Termination of Employment

    | Fiscal Year | 2020($) | 2021($) | 2022($) | 2023($) | | Total from Summary Compensation Table | 4,876,038 | 1,798,692 | 6,546,724 | 2,973,889 | | - Amount reported in the Summary Compensation Table for Stock Awards and Option Awards | (3,146,798) | (1,175,995) | (5,483,200) | 1,610,995 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (Including Dividend Equivalents) | 4,319,070 | 1,956,699 | 6,599,736 | 5,119,386 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (Including Modifications) | | 1,256,485 | (2,250,235) | 6,649,679 | | - Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year | | | | | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 203,936 | (592,672) | 174,021 | | Compensation Actually Paid | 6,048,310 | 4,039,817 | 4,820,353 | 16,527,970 |

  66. Potential Payments Upon Termination of Employment

    | (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Peer group TSR shown in the table was based on the index we use for purposes of Item 201(e)(1)(ii) of Regulation S-K. If we used the Compensation Peer Group (with the list of companies provided in the “ Compensation Discussion and Analysis ” above), the peer group weighted TSR for the measurement periods shown in the table would have been 160.7, 131.8, 153.9 and 115.3 at the end of 2023, 2022, 2021 and 2020, respectively. |

  67. Potential Payments Upon Termination of Employment

    | (6) Dollar amounts reported represent (i) the amount of net income reflected in the Company’s audited financial statements for the applicable year and (ii) the amount of adjusted operating profit ( “AOP ”), which is a non-GAAP measure we used under the VIP for 2023. For an explanation and reconciliation of AOP, please see Annex A. |

  68. Potential Payments Upon Termination of Employment

    Performance Measures. Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we use to link compensation actually paid to our named executive officers, for 2023, to Company performance.

  69. Potential Payments Upon Termination of Employment

    | Measure | How We Used the Measure | | Adjusted Operating Profit (AOP) | Metric in VIP and Strategic Performance Awards | | Adjusted Free Cash Flow | Metric in VIP | | Stock Price | Used to determine exercise price of stock options and ultimate realized value of all equity awards |

  70. Potential Payments Upon Termination of Employment

    Relationship Between Pay and Performance. “Compensation actually paid” ( “CAP ”), as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on stock prices at year-end, various accounting valuation assumptions and other adjustments, but does not reflect actual amounts realized on those awards. CAP generally fluctuates primarily based on stock price, even for equity awards that will not vest until a future year. As a result, CAP may have a relationship to TSR and our performance against peer group TSR. Although AOP is a metric in our annual VIP cash bonuses, it may have less of a relationship to CAP because of the impact of stock price on equity award valuations. Net income is not a metric currently used in our compensation program. For a discussion of how our Compensation Committee assessed Company performance and our named executive officers’ compensation, see

  71. Potential Payments Upon Termination of Employment

    | | - 2024 Proxy Statement | 45 |

  72. Potential Payments Upon Termination of Employment

    “ Compensation Discussion and Analysis ” elsewhere in this proxy statement. See the graphs below for further information on the relationship between CAP and performance.

  73. Potential Payments Upon Termination of Employment

    | 46 | | | - 2024 Proxy Statement |

  74. Potential Payments Upon Termination of Employment

    | | - 2024 Proxy Statement | 47 |

  75. Potential Payments Upon Termination of Employment

    Equity Compensation Plan Information The following table provides information as of December 31, 2023 with respect to our shares of Class A common stock issuable under our equity compensation plans.

  76. Potential Payments Upon Termination of Employment

    | Plan Category (1) | Number of securities to be issued upon exercise of outstanding options, warrants and rights (2) | Weighted-average exercise price of outstanding options, warrants and rights (3) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (4) | | Equity compensation plans approved by security holders (Vertiv Holdings Co 2020 Stock Incentive Plan) | 13,882,253 | $14.30 | 45,683,918 | | Equity compensation plans not approved by security holders | | | | | Total | 13,882,253 | $14.30 | 45,683,918 |

  77. Potential Payments Upon Termination of Employment

    | (1) The Vertiv Group Corporation 401(k) Plan, a broad-based plan qualified under Internal Revenue Code Section 401(a) which includes our common stock as one of a number of investment options available to participants, is excluded from the table. |

  78. Potential Payments Upon Termination of Employment

    | (2) The numbers in this column reflect shares of our common stock to be issued upon exercise of outstanding stock options and warrants and the vesting of outstanding awards of RSUs and the release of DSUs. |

  79. Potential Payments Upon Termination of Employment

    | (3) The calculation of the weighted average exercise price does not include 2,726,895 shares subject to RSUs that do not have an exercise price. |

  80. Potential Payments Upon Termination of Employment

    | (4) Commencing with the first business day of each calendar year beginning in 2021 through 2030, the number of shares in the reserve under the 2020 Stock Incentive Plan may be increased by a number equal to the least of (x) 10.5 million shares, (y) 3% of the number of shares outstanding as of the last day of the immediately preceding calendar year or (z) a lesser number of Shares determined by our board of directors or compensation committee. This number is inclusive of 10.5 million shares authorized in 2023 pursuant to the plan. |

  81. Potential Payments Upon Termination of Employment

    | 48 | | | - 2024 Proxy Statement |

  82. Potential Payments Upon Termination of Employment

    | Proposal 2: | Advisory Vote to Approve Compensation of Named Executive Officers |

  83. Potential Payments Upon Termination of Employment

    In accordance with the requirements of Section 14A of the Exchange Act and Exchange Act Rule 14a-21(a), we are including in this proxy statement a separate resolution to approve, in a non-binding, stockholder advisory vote, the compensation paid to our named executive officers as disclosed in “Executive Compensation” above. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. The Board believes that our executive compensation programs align the interests of stockholders and executive officers by emphasizing variable, at-risk compensation through a combination of long-term equity incentives and annual cash incentives. We encourage you to read the disclosure under “Compensation Discussion and Analysis” to learn more about our executive compensation programs and policies. The Board believes that our 2023 executive compensation program shows alignment between the interests of our executives and stockholders. While the results of the say-on-pay vote are non-binding and advisory in nature, our Board of Directors and Compensation Committee intend to consider the results of this vote in making future compensation decisions. We expect that our next advisory say-on-pay vote will take place at our annual meeting of stockholders in 2025. The language of the resolution is as follows: “RESOLVED, that the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2023, as discussed pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the summary compensation table and the related compensation tables and narrative in this proxy statement, is hereby APPROVED, on an advisory basis.” In considering their vote, stockholders are encouraged to read the “Compensation Discussion and Analysis,” the accompanying compensation tables and the related narrative disclosure included in this proxy statement.

  84. Potential Payments Upon Termination of Employment

    | Our Board of Directors recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers. |

  85. Potential Payments Upon Termination of Employment

    | | - 2024 Proxy Statement | 49 |

  86. Potential Payments Upon Termination of Employment

    | Proposal 3: | Ratification of Appointment of Independent Registered Public Accounting Firm |

  87. Potential Payments Upon Termination of Employment

    Our Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. Ernst & Young LLP has served as the Company’s independent registered public accounting firm since the consummation of the Business Combination in 2020 and previously served as principal accountants to the Vertiv operating business from 2016 until their dismissal in 2020 in connection with the Business Combination. Stockholder ratification of the appointment of Ernst & Young LLP is not required by law. The ratification of the appointment of Ernst & Young LLP requires the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy and entitled to vote thereon at the Annual Meeting. If the stockholders do not ratify the appointment of Ernst & Young LLP, the Audit Committee will reconsider the appointment. Even if the stockholders ratify the appointment of Ernst & Young LLP, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of Vertiv and its stockholders. Ernst & Young LLP is knowledgeable about our operations and accounting practices and well qualified to act as our independent registered public accounting firm, and the Audit Committee has appointed it as such for fiscal 2024. Representatives of Ernst & Young LLP are expected to attend the Annual Meeting, will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

  88. Potential Payments Upon Termination of Employment

    | Our Board of Directors recommends that you vote “FOR” the ratification of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2024. |

  89. Potential Payments Upon Termination of Employment

    | 50 | | | - 2024 Proxy Statement |

  90. Consideration of Stockholder-Recommended Director Nominees

    Consideration of Stockholder-Recommended Director Nominees Our Nominating and Corporate Governance Committee will consider director nominee recommendations submitted by our stockholders. Stockholders who wish to recommend a director nominee must submit their suggestions in the manner set forth in our bylaws as described above to our principal executive offices at Vertiv Holdings Co, at 505 N. Cleveland Avenue, Westerville, Ohio 43082, Attn: Corporate Secretary. As required by our bylaws, stockholders should include the name, biographical information and other relevant information relating to the recommended director nominee, including, among other things, information that would be required to be included in the proxy statement filed in accordance with applicable rules under the Exchange Act and the written consent of the director nominee to be named as a nominee and to serve as a director if elected, among other requirements set forth in our bylaws. Evaluation of any such recommendations is the responsibility of the Nominating and Corporate Governance Committee. In the event of any stockholder recommendations, the Nominating and Corporate Governance Committee will evaluate the persons recommended in the same manner as it evaluates other candidates.