DEF 14A of Vertiv Holdings Co, Apr 25, 2025

DEF 14A of Vertiv Holdings Co

Filed Apr 25, 2025 · FY20240001193125-25-094674

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: 72 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. Mr. Cote currently serves as the executive chairman of the board of directors of CompoSecure, Inc. (Nasdaq: CMPO) since September 2024 and Resolute Holdings Management Inc. (Nasdaq: RHLD) since February 2025. 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 | | | - 2025 Proxy Statement |

  5. Directors

    | | GIORDANO ALBERTAZZI Age: 59 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 serves on the board of trustees of the Columbus Symphony Orchestra, Inc. since December 2024. 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: 63 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 as a director of CompoSecure, Inc. (Nasdaq: CMPO) since September 2024, where he is the chair of the audit committee and serves on the nominating and corporate governance committee, and as a director of Resolute Holdings Management, Inc (Nasdaq: RHLD) since February 2025, where he is the chair of the audit committee and serves on the nominating and governance committee. Further, Mr. DeAngelo serves as a director of Combat Marine Outdoors, Inc. (CMO) since 2016 and the STAR Network since December 2024. 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

    | | - 2025 Proxy Statement | 11 |

  8. Directors

    | | JOSEPH VAN DOKKUM Age: 71 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 Ndustrial since 2017 and Imperative Ventures since 2019, and served as a director on the boards of Solidia Technologies from 2011 until his retirement in December 2021 and Ionic Materials, Inc. from 2013 through 2024. 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: 71 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, 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 Resolute Holdings Management, Inc. (Nasdaq: RHLD) since February 2025, where he is the chair of the compensation committee and serves on the audit committee. Mr. Fradin was formerly a director of CompoSecure, Inc. (Nasdaq: CMPO) from September 2024 to February 2025, Resideo Technologies Inc. (NYSE: REZI) from 2018 to 2024, 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 | | | - 2025 Proxy Statement |

  11. Directors

    | | JAKKI L. HAUSSLER Age: 67 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 Service Corporation International (NYSE: SCI) since May 2018, where she serves on the audit and investment committees, and Ingram Micro Holding Corporation (NYSE: INGM) since October 2024, where she serves on the nominating and corporate governance committee. Further, Ms. Haussler serves as a director and a trustee of the Morgan Stanley funds, where she serves on the audit and equity committees. Ms. Haussler is a former director of Barnes Group Inc. serving from July 2021 until its acquisition by Apollo Global Management in January 2025, where she served on the compensation and management development committee, and 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. | |

  12. Directors

    | | JACOB KOTZUBEI Age: 56 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 Ingram Micro Holding Corporation (NYSE: INGM) since October 2024, where he serves as the chair of the compensation committee. Mr. Kotzubei is a former director of Key Energy Services, Inc. (NYSE: KEG) (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. | |

  13. Directors

    | | - 2025 Proxy Statement | 13 |

  14. Directors

    | | MATTHEW LOUIE Age: 47 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 currently serves on the board of directors of Ingram Micro Holding Corporation (NYSE: INGM) since October 2024, where he serves as the chair of the nominating and corporate governance committee. Mr. Louie holds undergraduate degrees in both economics as well as political science from Stanford University and an 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: 74 Director Since: 2020 Director | | Background: Mr. Monser has served as one of our directors since February 7, 2020. Mr. Monser formerly served on the board of directors for Air Products & Chemicals, Inc. (NYSE: APD) from 2013 until his retirement in January 2025, where he was 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 | | | - 2025 Proxy Statement |

  17. Directors

    | | STEVEN S. REINEMUND Age: 77 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), where he served as presiding director, from 2007 to 2020, Marriott International, Inc. (Nasdaq: MAR), where he served as chair of the compensation committee, 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 an 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

    | | - 2025 Proxy Statement | 15 |

  19. Director Compensation

    Director Compensation

  20. Director Compensation Policy

    Director Compensation Policy The following table shows the cash compensation structure for non-employee directors for 2024.

  21. Director Compensation Policy

    | | Cash Retainer | | Chairman of the Board | $131,000 | | Committee Chair – Audit | $150,000 | | Committee Chair – Compensation | $130,000 | | Committee Chair – Nominating and Corporate Governance | $115,000 | | Other Board Member | $100,000 |

  22. 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 addition, the four-year vesting schedule encourages a focus on the long-term, sustainable performance of our company for the benefit of our shareholders. In determining the amount of options to grant in 2024, the Board and Compensation Committee considered the amount that would be appropriate considering the four-year vesting period, rather than targeting a specific accounting value, and so granted a set number of options, resulting in a lower number of options granted than were granted during the prior year. Due to the increase in our stock price, this resulted in a higher grant date value determined for accounting purposes for options than in the prior year. This grant date value reflected in the table below does not necessarily reflect the value that will actually be realized, since stock options only have value if our share price remains above the exercise price through at least the vesting period. 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. Our Committee Chairs receive higher levels of cash retainers in acknowledgement of the additional workload in leading these Committees. 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, particularly given his prior executive and operational

  23. Director Compensation Policy

    | | - 2025 Proxy Statement | 21 |

  24. Director Compensation Policy

    experience. The Executive Chairman takes an active role with our CEO and management and has been an integral part of our efforts to operationalize our strategies aimed at growing and investing in our business, our operations and our technology offerings, and mitigating the economic, geopolitical, and operational challenges we have 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. 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.

  25. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation for our directors during fiscal 2024, 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 | 131,000 | — | 1,368,500 | — | 1,499,500 | | Joseph J. DeAngelo | 100,000 | — | 410,550 | — | 510,550 | | Joseph van Dokkum | 115,000 | — | 410,550 | — | 525,550 | | Roger Fradin | 130,000 | — | 410,550 | — | 540,550 | | Jakki L. Haussler | 100,000 | — | 410,550 | — | 510,550 | | Jacob Kotzubei | 100,000 | — | 410,550 | — | 510,550 | | Matthew Louie | 100,000 | — | 410,550 | — | 510,550 | | Edward L. Monser | 100,000 | — | 410,550 | — | 510,550 | | Steven S. Reinemund | 150,000 | — | 410,550 | — | 560,550 | | Robin L. Washington | 100,000 | — | 410,550 | — | 510,550 |

  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, 2024. 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, 2024, these directors received options to purchase 15,000 shares of Class A common stock (50,000 shares in the case of Mr. Cote), with a per share exercise price of $72.09, 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 2024, consistent with Vertiv’s Equity Grant Policy, on March 6, 2024, subject to approval by the Board at a meeting on March 7, 2024, with the grants to be effective on March 7, 2024. |

  30. Director Compensation Table

    | (4) As of December 31, 2024, Mr. Cote, Ms. Haussler, Mr. DeAngelo, and Mr. Van Dokkum held unexercised stock options (vested and unvested) to purchase 497,826, 48,772, 61,103, and 122,294 shares, respectively, and each of the other non-employee directors held unexercised stock options (vested and unvested) to purchase 160,941 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 | | | - 2025 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 | 72 | Executive Chairman of the Board* | | Giordano Albertazzi | 59 | Chief Executive Officer and Director* | | Joseph J. DeAngelo | 63 | Director* | | Joseph van Dokkum | 71 | Director* | | Roger Fradin | 71 | Director* | | Jakki L. Haussler | 67 | Director* | | Jacob Kotzubei | 56 | Director* | | Matthew Louie | 47 | Director* | | Edward L. Monser | 74 | Director* | | Steven S. Reinemund | 77 | Director* | | Scott Armul | 42 | Executive Vice President, Global Portfolio and Business Units | | David J. Fallon | 55 | Chief Financial Officer | | Edward Cui | 51 | President, Greater China | | Stephanie Gill | 54 | Chief Legal Counsel and Corporate Secretary | | Anders Karlborg | 63 | Executive Vice President, Manufacturing, Logistics and Operational Excellence | | Stephen Liang | 66 | Chief Technology Officer and Executive Vice President | | Philip O’Doherty | 64 | Managing Director, Switchgear and Busbar | | Frank Poncheri | 39 | Chief Human Resources Officer | | Paul Ryan | 51 | Chief Procurement Officer | | Anand Sanghi | 54 | President, Americas | | Karsten Winther | 55 | 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

    Scott Armul. Scott Armul has served as our Executive Vice President, Global Portfolio and Business Units, since January 1, 2025. Mr. Armul is responsible for driving the company’s global portfolio strategy, leading engineering research and development, and overseeing the business units that comprise Vertiv’s comprehensive portfolio, including thermal management, power management, IT systems, infrastructure solutions, and global services. Mr. Armul began his career with Emerson Network Power (now Vertiv) in 2009 as an MBA intern in business planning and development and then transitioned into a permanent position as a strategic planner in 2010. Mr. Armul progressed through various leadership roles with Vertiv, including strategic planning from June 2010 – June 2012, senior marketing manager for Emerson Energy Systems from June 2012 – August 2015, director of AC power product management from August 2015 – February 2017, vice president and general manager of DC power and outside plant for the Americas from February 2017 – January 2018, and vice president and general manager of global DC power and outside plant solutions from January 2018 – July 2022. Prior to Mr. Armul’s promotion to Executive Vice President, he served as vice president of global strategic accounts from June 2022 through December 2024. Mr. Armul holds an MBA from The Ohio State University Fisher College of Business and a Bachelor of Science degree in mechanical engineering from Washington University in St. Louis. 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).

  37. DIRECTORS AND EXECUTIVE OFFICERS

    | 24 | | | - 2025 Proxy Statement |

  38. DIRECTORS AND EXECUTIVE OFFICERS

    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 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. 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. Frank Poncheri. Mr. Poncheri has served as our Chief Human Resources Officer since September 2024. Prior to Vertiv, Mr. Poncheri held a 10-year career at Owens Corning, a global building materials company. Mr. Poncheri was Vice President, Human Resources at Owens Corning from September 2022 and added Corporate Integration in May 2024 through August 2024. Mr. Poncheri also held HR divisional Director roles from January 2019 through September 2022, supporting Global Engineering and the European Region while based in the United States and Finland. This built on progressing HR Manager roles from August 2014 through January 2019, partnering with Manufacturing Operations across multiple locations in the United States. Mr. Poncheri began his career with GE Aerospace, an aircraft engine manufacturer, having completed its renowned Human Resources Leadership Program in 2012. Upon graduation, Mr. Poncheri moved to support HR Manufacturing Operations as a Senior Specialist, Employee Relations, from July 2012 through August 2014, prior to joining Owens Corning. Mr. Poncheri holds a bachelor’s degree in business administration and a master’s degree in labor relations & human resources from The Ohio State University, Max M. Fisher College of Business. 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,

  39. DIRECTORS AND EXECUTIVE OFFICERS

    | | - 2025 Proxy Statement | 25 |

  40. DIRECTORS AND EXECUTIVE OFFICERS

    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. 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 $4.7 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 2017 to 2022. 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

    | 26 | | | - 2025 Proxy Statement |

  42. EXECUTIVE COMPENSATION

    | • | Pay for performance. Our CEO’s pay opportunities primarily consisted of performance-based compensation, particularly equity compensation in the form of stock options that have value only if our stock price increases following the grant date along with an opportunity to earn a cash bonus based on performance. |

  43. EXECUTIVE COMPENSATION

    | • | Continued impact of our strategic performance equity awards. Our strategic performance equity awards, initially granted in late 2022, continued to drive performance in 2024. These strategic performance equity awards will be eligible for cliff vesting in January 2027 only if stretch annual financial performance goals are met. For the 2024 performance period, we exceeded the goal, resulting in 160% of the second tranche being earned, as further described below. The Compensation Committee continues to believe that the challenging annual performance goals, together with cliff vesting on January 1, 2027 subject to continued employment, were important components to encourage long-term continuity in management as part of our leadership transition efforts in late 2022 and early 2023 and to encourage focus on our operational goals over the three-year performance period. There is no payment on these awards before the vesting date for an earlier termination without cause or resignation for good reason, other than a termination in connection with a change in control or, to the extent already earned based on performance results, on death or disability. |

  44. EXECUTIVE COMPENSATION

    | • | Annual bonus payouts reflecting strong performance. As further described below, bonus payouts for our NEOs were paid above target as a result of our strong financial performance in 2024, including achievement of results above our financial targets. |

  45. EXECUTIVE COMPENSATION

    The following charts show the mix of the primary compensation elements for 2024 for our CEO and our other NEOs, including salary, target annual cash incentive, annual long-term incentive awards granted during the year (in the form of stock options) and other benefits. As reflected in the charts below, we have structured executive compensation, particularly for the CEO, to be performance-based and aligned with stockholder value.

  46. EXECUTIVE COMPENSATION

    | 2024 CEO Compensation | | | Base Salary (as of 12/31/24) | $1,100,000 | | Target Cash Bonus (as % of Base Salary) | 140% | | Actual Cash Bonus (for 2024 performance) | $3,000,000 | | Approximate Grant Date Fair Value of Annual Equity Awards Granted | $8.211 M |

  47. EXECUTIVE COMPENSATION

    | ✓ | Alignment with stockholders’ interests. Our incentive program aligns with stockholder interests by heavily weighting incentives in favor of long-term equity awards. In particular, stock options are performance-based because they have value only if our stock price increases. |

  48. EXECUTIVE COMPENSATION

    | ✓ | Emphasis on variable cash pay. A significant portion of our executives’ cash compensation opportunity was performance-based, tying to near-term objectives and actual performance that we believe align with long-term growth. The target bonus for our CEO for 2024 was 140% of salary so that more than half of the CEO’s target cash compensation is directly dependent upon performance. Our actual bonus payouts for 2024 reflected our strong financial performance as discussed above. |

  49. EXECUTIVE COMPENSATION

    | ✓ | Only “double-trigger” executive change-in-control benefits. We do not provide “single-trigger” change-in-control benefits to executive officers; instead, we only provide “double-trigger” benefits, which generally means the executive needs to have a qualifying termination event (e.g., termination without cause or resignation by the executive for good reason) to receive a change-in-control benefit. |

  50. EXECUTIVE COMPENSATION

    | ✓ | No 280G gross-ups. We have not agreed to provide our executive officers, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G (related to a change-in-control) of the Code. |

  51. EXECUTIVE COMPENSATION

    | ✓ | Use of peer group data. Our Compensation Committee has developed and updated a peer group to provide an additional measure of comparison in its review of compensation. |

  52. EXECUTIVE COMPENSATION

    | Pay Element | Objectives | | Base Salary (page 32) | Attract and retain world-class leadership talent by using relevant market data to determine executive pay, while also considering tenure, experience, scope of duties and short-term and long-term performance. | | Vertiv Incentive Plan (“VIP”) (pages 33-34) | Reward ingenuity, creative thinking, improved processes, operational execution, project completion and exceptional contributions through cash bonuses. | | Long-Term Incentive Compensation (pages 34-35) | Encourage our executive team to drive long-term stock price growth through equity grants that directly link the value to the executive to value to stockholders, while also encouraging retention through multi-year vesting. | | Retirement, Termination/CIC and Other Benefits (pages 35-36) | Attract and retain key management members and, for severance and Change-in-Control matters, to motivate executives to take actions that are in the best interests of the Company. |

  53. EXECUTIVE COMPENSATION

    Compensation Philosophy and Process The Compensation Committee is focused on maintaining an executive compensation program that emphasizes variable, at-risk compensation and has an appropriate balance of short-term and long-term objectives. Executive compensation is approved by the Compensation Committee, which consists solely of independent directors, and then the Board (with all of the independent members of the Board) approves the CEO’s compensation. Our Compensation Committee meets regularly throughout the year to review our executive compensation program and to ensure alignment of the interests of our executives with those of our stockholders. Meeting agendas contain items proposed by management or the Compensation Committee members. Pursuant to our Equity Grant Policy, implemented at the February 24, 2021, meeting of the Compensation Committee, annual equity awards to directors and continuing executive officers are to be approved at the first meeting of the Compensation Committee (and, where applicable, the Board) held during the first quarter of the year. Additional grants (such as promotion, new hire or special grants) may be approved during the year. Under our 2020 Stock Incentive Plan, the Compensation Committee may delegate authority to our CEO to make grants to non-executive employees, but may not delegate any authority with respect to grants to executive officers. Our Compensation Committee members engage in active discussions of compensation matters with management and with each other as part of their decision-making process. Each meeting includes an executive session with only the independent directors. On at least an annual basis, the Compensation Committee reviews relevant market data using a peer group representing a set of companies in the industries (mix of industrial and network equipment and services companies) in which we compete. For further information about our process, see “Peer Group Companies” below. Components of Compensation for 2024

  54. EXECUTIVE COMPENSATION

    | 2 | Vertiv Annual Incentive Plan |

  55. EXECUTIVE COMPENSATION

    | • | Financial Performance Goals. In early 2024, the Compensation Committee approved Adjusted Operating Profit (“AOP”) and Adjusted Free Cash Flow (each as defined below) as corporate financial metrics (and, where applicable, for regions and segments) for purposes of bonuses under the VIP. At that time, the Compensation Committee determined that it was also appropriate to retain the ability to take into account individual and other business performance measures in approving the final individual payout level. |

  56. EXECUTIVE COMPENSATION

    | • | CEO Performance. In determining the payout level for our CEO, the Compensation Committee recognized his leadership in guiding us through a year of unprecedented data growth and technology innovations in AI and high-performance compute, and the direct impact his leadership and focus had on our strategic operational and financial performance. In particular, he led with conviction and was resolute on delivering operational execution and excellence in all areas, particularly technology innovation, manufacturing and capacity expansion, supply chain resilience, and other key operations initiatives. |

  57. EXECUTIVE COMPENSATION

    | • | Bonus Payment Details. The table below shows the annual target bonus opportunities for 2024 for each of the named executive officers and the actual payout. The target cash bonus levels (as a percentage of salary at year-end) were set to reflect the executive’s relative responsibility for the company’s performance and to appropriately allocate the total cash opportunity between base salary and variable incentive-based compensation. Amounts paid to any individual executive officer may range from 0% to 200% of target. |

  58. EXECUTIVE COMPENSATION

    | | Target Bonus (as % of Salary) | Target Bonus ($) | Earned Bonus (as approx. % of Target) | Earned Bonus ($)(1) | | Albertazzi | 140% | 1,540,000 | 195% | 3,000,000 | | Fallon | 100% | 665,000 | 105% | 700,000 | | Sanghi | 80% | 412,000 | 180% | 741,000 | | Gill | 75% | 414,000 | 175% | 724,000 | | Karlborg | 65% | 344,793 | 156% | 538,000 |

  59. Corporate Financial Results

    | 3 | Long-Term Incentive Compensation |

  60. Corporate Financial Results

    2024 Annual Equity Grants. In furtherance of our performance-based compensation philosophy and strong alignment with stockholder interests, in 2024, our annual equity compensation granted in early March 2024 to NEOs consisted of stock options that vest annually over four years. Each named executive officer was granted an award of stock options in the amounts set forth in the table entitled “Grants of Plan-Based Awards in Fiscal 2024” below and with pro rata vesting annually over four years. The amount granted to each continuing NEO was generally based on each individual’s duties and responsibilities, internal pay equity considerations, and prior equity grants to each individual. The Compensation Committee continued to believe that time-vesting stock options were the appropriate long-term performance vehicle for annual grants. Granting stock options is beneficial to the Company for the following reasons:

  61. Corporate Financial Results

    | • | Stock options provide the most direct tie to shareholder value realization. |

  62. Corporate Financial Results

    | • | The stock options only have value to the executive if the stock price increases after the grant date, meaning both management and the stockholders benefit. |

  63. Corporate Financial Results

    | • | We benefit from the retention value provided through multi-year vesting and long-term exercise period. |

  64. Corporate Financial Results

    | • | The stock options offer complementary incentives to our annual bonus plan, which is based on financial metrics that are set annually, and the cash bonus opportunities already represent a meaningful portion of target compensation. |

  65. Corporate Financial Results

    | • | The stock options also offer complementary incentives to the Strategic Performance Awards that were previously granted, which are full-value awards but will only become earned and vested if we exceed pre-specified financial goals. |

  66. Corporate Financial Results

    | • | Stock options tie to absolute rather than relative value, which is appropriate because our focus is on the benefit to our stockholders. |

  67. Corporate Financial Results

    CEO Equity Grants for 2024. Our CEO received an increased equity grant in the form of stock options in 2024. As part of considerations around increasing his total targeted compensation to reflect both his performance and a review of appropriate peer group compensation, the Compensation Committee sought to ensure that a significant portion of his overall compensation is aligned with our pay for performance culture and further aligned directly with our shareholders and shareholder value realization. Thus, the Compensation Committee believed that a significant investment in our equity and value tied to our stock price performance was important for the CEO in particular. The grant date value set forth in the Summary Compensation Table represents the value determined for accounting purposes. The value of these stock options will depend on our CEO helping deliver stock price performance for our stockholders over the vesting period of the stock options. These stock options combine with his prior Strategic Performance Award to tie a significant portion of his potential compensation to both financial results and stock price results. Results for Second Tranche of Strategic Performance Equity Awards. As previously disclosed, in 2022 (and for promotions in 2023), our named executive officers received strategic, long-term performance awards (the “Strategic Performance Awards”) intended to incentivize the executive management team to achieve multi-year key goals for the business and to promote the long-term retention of the business leaders that we need to attain our goals. These Strategic Performance Awards vest, to the extent earned, contingent on both (i) achievement of strategic AOP targets in 2023, 2024 and 2025 and (ii) continued employment through January 1, 2027, with limited exceptions related to death, disability, or, in connection with a change in control, termination of employment or of the award.

  68. Corporate Financial Results

    If Target AOP is not achieved in a particular performance year, no amounts will be earned for that year. If Target AOP is exceeded in any given year, each grantee will earn an additional 20% of their respective target award level for each $50 million increment that AOP performance exceeds the Target AOP (with no interpolation between results). Following the end of all three performance years, the Compensation Committee and Board will aggregate the dollar amounts earned for each grantee over the three-year period, and such total dollar amount will be converted into a number of RSUs amount determined by dividing each grantee’s aggregate earned dollar amount by the closing stock price of our common stock on the first business day after the release of earnings for fiscal year 2025. The resulting RSUs will be eligible for cliff vesting on January 1, 2027. The Strategic Performance Awards continue to be beneficial to the Company for the following reasons:

  69. Corporate Financial Results

    | • | Earned award values are determined annually over a three-year performance cycle to align with long-term financial objectives. |

  70. Corporate Financial Results

    | 5 | Termination and Change-in-Control Benefits |

  71. Corporate Financial Results

    The protection of competitive and confidential information and the retention of top talent are of the utmost importance to Vertiv. For this reason, our named executive officers are subject to confidentiality, non-compete and non-solicitation covenants. Each named executive officer generally was subject to our Executive Employment Policy (or for some of our non-U.S. executive officers, an employment agreement with similar benefits) and our “double-trigger” Executive Change of Control Plan, in each case that provide for severance benefits following a qualifying termination of employment, which is intended to alleviate concerns about job security that could affect performance and keep the named executive officers focused on their day-to-day responsibilities. A detailed description of these severance and change of control benefits, along with estimates of the value of the benefits potentially payable under these arrangements, are set out below under the caption “Potential Payments upon Termination or Change-in-Control.”

  72. Corporate Financial Results

    All of the named executive officers in the United States were eligible for coverage under our health insurance programs, including medical, dental and vision, a health savings account and flexible spending accounts. Additionally, the named executive officers were eligible for life insurance, short- and long-term disability benefits and paid time off. Officers in other jurisdictions are generally eligible for available benefit programs in the applicable jurisdiction. We may provide additional benefits in particular circumstances. For example, for executives required to relocate to the U.S. for new positions, in some cases we have agreed to provide reimbursement for fees paid in connection with the filing of U.S. and non-U.S. tax returns, tax equalization benefits, and other related items. The compensation for Mr. Sanghi and Mr. Karlborg for 2024 reflects these types of benefits, as described in the footnotes to the Summary Compensation Table. We also provide relocation benefits. Peer Group Companies The Compensation Committee believes that we should provide market-competitive pay, with higher amounts based on tenure, job responsibilities and performance, and that long-term incentive compensation should be a significant component of executive compensation. The Compensation Committee expects to review annual benchmarking using a peer group representing a set of companies in the industries in which we compete. The Compensation Committee has worked with management to represent companies comparable in terms of size, industry, revenue and/or market cap, with a focus on a method for considering other companies that are subject to the same impacts in our market and industry. The Compensation Committee made changes for 2024 given Vertiv’s sustained growth over the last several years. As a result, the peer group used when evaluating 2024 compensation consisted of the companies below (“Compensation Peer Group”). In addition, we may from time to time review compensation practices of other companies that are competitors for talent, in order to better understand the competitiveness of Vertiv’s compensation programs with the goal of preserving talent.

  73. Corporate Financial Results

    Directors and officers are expected to comply with the multiple-of-retainer/salary stock ownership guidelines, generally by the later of five years from appointment to the relevant role or February 7, 2025. Additionally, if an executive officer is promoted to a higher level, that person will have three years to achieve the higher stock ownership guideline. Once the individual has acquired a number of our shares that satisfies the ownership multiple, such number of shares shall represent that person’s minimum ownership requirement (even if that person’s salary increases or the fair market value of such number of shares subsequently falls below the required ownership multiple) until (in the case of an executive officer) such person is promoted to a higher level. The Company has adopted a “no sale” restriction that restricts an executive officer from selling stock unless and until such individual has met or exceeds ownership guidelines (provided, however, that an individual is prohibited from selling if they don’t satisfy the guidelines without the earned but unvested performance shares). All of our executive officers and directors have met or are anticipated to meet these guidelines within the applicable timeframes. For purposes of satisfying the requirements of the stock ownership guidelines, ownership includes stock owned privately, shares (or equivalent shares) awarded to, or purchased by, an officer or director pursuant to a qualified or non-qualified benefit or savings plan, shares acquired on exercise of stock options or settlement of vested RSUs, unvested restricted stock units, or unvested but earned strategic performance awards (that is, assuming the applicable target performance for that year has been achieved). No options or unearned performance awards are included. For purposes of satisfying the requirements of the stock ownership guidelines, ownership also includes shares as to which the officer or director has a direct or indirect pecuniary interest including shares held by a spouse or child and generally includes shares held through family trusts (such as GRATs) and other family entities. Compensation Committee Interlocks and Insider Participation None of the directors who are currently or who were members of our Compensation Committee during 2024, are either currently, or have been at any time, an officer or employee of Vertiv. None of our executive officers currently serves, or served during 2024, as a member of the Board or Compensation Committee of any entity while one or more of its executive officers was serving as a member of our Board or Compensation Committee. Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained herein with management. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in this proxy statement. The Compensation Committee Roger Fradin, Chair Joseph J. DeAngelo Joseph van Dokkum Steven S. Reinemund

  74. COMPENSATION TABLES

    | Name and principal position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Giordano Albertazzi Chief Executive Officer | 2024 | 1,046,154 | — | — | 8,211,000 | 3,000,000 | 19,589 | 12,276,743 | | | 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 | 2024 | 665,000 | — | — | 1,399,976 | 700,000 | 10,350 | 2,775,326 | | | 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 | | Anand Sanghi President, Americas | 2024 | 510,972 | — | | 734,994 | 741,000 | 238,427 | 2,225,393 | | | 2023 | 464,908 | — | 1,050,000 | 999,990 | 575,218 | 169,094 | 3,259,210 | | Stephanie Gill Chief Legal Counsel | 2024 | 543,385 | — | — | 839,985 | 724,000 | 10,350 | 2,117,720 | | Anders Karlborg EVP, Manufacturing, Logistics and Operational Excellence | 2024 | 526,290 | — | — | 629,975 | 538,000 | 165,755 | 1,860,020 | | | 2023 | 465,219 | — | 1,854,000 | 339,992 | 523,259 | 364,131 | 3,546,601 |

  75. 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, 2024 and, therefore, are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event.

  76. Potential Payments Upon Termination of Employment

    | Name | Reason for termination | Cash Payments ($) | Equity Acceleration ($)(1) | Total ($) | | Giordano Albertazzi | Involuntary Termination Without Cause or Resignation For Good Reason(2) | 2,664,000 | — | 2,664,000 | | | Change in Control Termination(3) | 6,856,000 | 95,816,685 | 102,672,685 | | | Death or Disability(4) | 3,000,000 | 93,566,685 | 96,566,685 | | David Fallon | Involuntary Termination Without Cause or Resignation For Good Reason(2) | 1,354,000 | — | 1,354,000 | | | Change in Control Termination(3) | 3,361,000 | 41,611,506 | 44,972,506 | | | Death or Disability(4) | 700,000 | 40,321,506 | 41,021,506 | | Anand Sanghi | Involuntary Termination Without Cause or Resignation For Good Reason(2) | 951,000 | — | 951,000 | | | Change in Control Termination(3) | 2,302,000 | 15,245,709 | 17,547,709 | | | Death or Disability(4) | 741,000 | 14,445,709 | 15,186,709 | | Stephanie Gill | Involuntary Termination Without Cause or Resignation For Good Reason(2) | 990,000 | — | 990,000 | | | Change in Control Termination(3) | 2,382,000 | 16,684,022 | 19,066,022 | | | Death or Disability(4) | 724,000 | 16,124,022 | 16,848,022 | | Anders Karlborg | Involuntary Termination Without Cause or Resignation For Good Reason(2) | 899,243 | — | 899,243 | | | Change in Control Termination(3) | 2,131,279 | 9,968,075 | 12,099,354 | | | Death or Disability(4) | 538,000 | 9,350,075 | 9,888,075 |

  77. 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. None of the RSUs held by NEOs at December 31, 2024 would have vested within such six-month period. 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, 2024, none of the NEOs met the definition of retirement under these agreements. 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, 2024 by $113.61, which was the closing price of our Class A common stock on December 31, 2024, the last trading day of the fiscal year, less, in the case of stock options, the applicable exercise price. The value of the Strategic Performance Awards in this table reflects the actual earned value for any completed portion as of December 31, 2024 and, for a Change in Control Termination, the target value for any uncompleted portion. |

  78. 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, 2024 and target annual bonus for 2024 (or, if applicable, a pro-rated target bonus). and (ii) if applicable, the estimated cost of health coverage for 12 months. Amounts payable upon resignation or retirement in this table exclude accrued benefits under the Company’s retirement plans. |

  79. 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, 2024 plus (y) target annual bonus for 2024; (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, 2024); and (iii) the estimated cost of health coverage for 18 months. |

  80. 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, 2024). Each NEO’s actual 2024 bonus is reflected in this table. |

  81. Potential Payments Upon Termination of Employment

    | | - 2025 Proxy Statement | 43 |

  82. 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. For 2024, the Company reviewed a comparison of CEO pay to the pay of all of its employees for 2024. The review included all employees employed by the Company as of December 1, 2024, which consisted of 30,562 employees (excluding our CEO), except as set forth below. We identified our median employee (the “Median Employee”) by examining the Company’s compensation records to calculate each employee’s cash compensation opportunities during 2024. After identifying our Median Employee, we calculated an estimate of the total annual compensation 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. We used the following additional methodology and material assumptions:

  83. Potential Payments Upon Termination of Employment

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

  84. Potential Payments Upon Termination of Employment

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

  85. Potential Payments Upon Termination of Employment

    Total compensation for 2024 for Mr. Albertazzi was $12,276,743. Our median employee’s estimated total compensation for 2024 was $25,463. Therefore, the ratio of our 2024 principal executive officer’s pay to our median employee’s pay for 2024 is 482:1.

  86. Potential Payments Upon Termination of Employment

    | 44 | | | - 2025 Proxy Statement |

  87. 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.

  88. 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($) (1) | Average Compensation Actually Paid to Non-PEO NEOs($) (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income($) (4) | Adjusted Operating Profit($) (4) | | | | | | | Total Shareholder Return($) (3) | Peer Group Total Shareholder Return($) (3) | | | | 2024 | 12,276,743 | 103,652,963 | 2,244,615 | 19,771,553 | 1,033.5 | 194.9 | 495.8M | 1,551.6M | | 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 |

  89. Potential Payments Upon Termination of Employment

    | (1) The dollar amounts reported in these columns are, respectively, (y) the amounts of total compensation reported for our Principal Executive Officer (“ PEO ”) and (y) the average of the amounts reported for the Company’s non-PEO named executive officers (“ Non-PEO NEOs ”) as a group, in each case as set forth in the “Total” column of the Summary Compensation Table for each applicable year. Our PEO was Mr. Albertazzi for 2024 and 2023 and Rob Johnson for each of 2022, 2021 and 2020. 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 (2024, 2023, 2022, 2021, 2020), Stephen Liang (2023, 2022, 2021, 2020), Anand Sanghi (2024, 2023), Anders Karlborg (2024, 2023), Phil Doherty (2022), Stephanie Gill (2024, 2021), Jason Forcier (2021, 2020) and John Hewitt (2020). |

  90. Potential Payments Upon Termination of Employment

    | (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” in 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 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. |

  91. Potential Payments Upon Termination of Employment

    | Fiscal Year 2024 | PEO($) | Non-PEO NEOs($) | | Total from Summary Compensation Table | 12,276,743 | 2,244,615 | | - Amount reported in the Summary Compensation Table for Stock Awards and Option Awards | 8,211,000 | 901,233 | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (Including Dividend Equivalents) | 18,944,250 | 2,080,283 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (Including Modifications) | 50,005,676 | 11,805,009 | | - Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year | — | — | | + Fair Value at Vesting Date of Option Awards and Stock Awards Grants and Vested During the Fiscal Year | 958 | 572 | | + 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 | 14,214,336 | 2,739,841 | | Compensation Actually Paid | 103,652,963 | 19,771,553 |

  92. Potential Payments Upon Termination of Employment

    | (3) 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 192.5, 167.1, 137.2, 171.7 and 120.8 at the end of 2024, 2023, 2022, 2021 and 2020, respectively. As described in the “Compensation Discussion and Analysis” above, the Compensation Committee made changes to its compensation peer group for 2024 given Vertiv’s sustained growth over the last several years. The results for the prior peer group would have been 177.2, 160.7, 131.8, 153.9 and 115.3 at the end of 2024, 2023, 2022, 2021 and 2020, respectively. |

  93. Potential Payments Upon Termination of Employment

    | (4) 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 2024. For an explanation and reconciliation of AOP, please see Annex A. |

  94. Potential Payments Upon Termination of Employment

    | | - 2025 Proxy Statement | 45 |

  95. 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 2024, to Company performance.

  96. 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 |

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

  98. Potential Payments Upon Termination of Employment

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  99. Potential Payments Upon Termination of Employment

    | | - 2025 Proxy Statement | 47 |

  100. Potential Payments Upon Termination of Employment

    Equity Compensation Plan Information The following table provides information as of December 31, 2024 with respect to our shares of Class A common stock issuable under our equity compensation plans.

  101. 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) | 11,906,072 | $14.10 | 54,875,227 | | Equity compensation plans not approved by security holders | | | | | Total | 11,906,072 | $14.10 | 54,875,227 |

  102. 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. |

  103. 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. |

  104. Potential Payments Upon Termination of Employment

    | (3) The calculation of the weighted average exercise price does not include 2,206,641 shares subject to RSUs that do not have an exercise price. |

  105. 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 2024 pursuant to the plan. |

  106. Potential Payments Upon Termination of Employment

    | 48 | | | - 2025 Proxy Statement |

  107. Potential Payments Upon Termination of Employment

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

  108. 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 2024 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 2026. 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, 2024, 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.

  109. 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. |

  110. Potential Payments Upon Termination of Employment

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  111. Potential Payments Upon Termination of Employment

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

  112. 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, 2025. 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 2025. 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.

  113. 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, 2025. |

  114. Potential Payments Upon Termination of Employment

    | 50 | | | - 2025 Proxy Statement |

  115. 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.

  116. Consideration of Stockholder-Recommended Director Nominees

    | | - 2025 Proxy Statement | 57 |