SEC Form DEF 14A filed by Vertiv Holdings LLC

2025 Proxy Statement and Notice of Annual Meeting of Stockholders June 18, 2025 at 11:00 a.m. (Eastern Time), via live webcast at the following address www.virtualshareholdermeeting.com/VRT2025

Vertiv Holdings Co 505 N. Cleveland Avenue Westerville, Ohio 43082 April 25, 2025

Annual Meeting of Stockholders – June 18, 2025

Dear Stockholder,

On behalf of the Board of Directors of Vertiv Holdings Co (“Vertiv”), I am pleased to invite you to participate in Vertiv’s 2025 Annual Meeting of Stockholders on June 18, 2025, at 11 a.m. Eastern time. The meeting will be virtual and can be accessed via live webcast at the following address www.virtualshareholdermeeting.com/VRT2025.

We encourage you to review the proxy statement, which contains important information about the stockholder meeting, our nominees for election to our Board of Directors, and executive compensation, among other important disclosures.

Whether or not you plan to participate in the meeting, it is important that your shares be represented. Please vote your shares via the internet, the toll-free telephone number provided or, if you received a paper copy of a proxy card or voter instruction form by mail, you may vote your shares by completing, signing, dating, and returning your proxy card or voter instruction form in the postage-paid envelope.

We value you as one of our stockholders, we appreciate your investment in Vertiv, and we welcome your participation in our upcoming stockholder meeting.

		Kind regards,
		David M. Cote Executive Chairman of the Board

Notice is hereby given that the 2025 annual meeting of stockholders (the “Annual Meeting”) of Vertiv Holdings Co, a Delaware corporation (the “Company,” “Vertiv” or “we”), will be held on June 18, 2025 at 11:00 a.m. (Eastern Time), via live webcast at the following address www.virtualshareholdermeeting.com/VRT2025. We are holding the meeting for the following purposes:

Only stockholders of record as of the close of business on April 21, 2025 (the “Record Date”) will be entitled to virtually attend or vote at the Annual Meeting or any adjournment or postponement thereof.

To facilitate voting, Internet and telephone voting are available. The instructions for voting are on the proxy card. If you hold your shares through a bank, broker, or other holder of record, please follow the voter instruction form you received from the holder of record.

The 2025 Annual Meeting will be virtual. You may attend the Annual Meeting and vote your shares electronically during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/VRT2025. You will need the 16-digit control number that is printed on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials, to enter the Annual Meeting. Vertiv recommends that you log in 15 minutes before the Annual Meeting to ensure you are logged in when the Annual Meeting starts.

Your vote is important. Please act as soon as possible to vote your shares, whether or not you plan to virtually attend the Annual Meeting. Additionally, please mark, sign, date, and return the accompanying proxy card or voter instruction form in the postage-paid envelope or vote by telephone or via the Internet. Instructions are included on your proxy card, voter instruction form or Notice of Internet Availability of Proxy Materials.

April 25, 2025

		Stephanie L. Gill Chief Legal Counsel and Corporate Secretary

These materials were first sent or made available to shareholders on April 25, 2025.

Table of Contents

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Proposal 1: Election of Directors

At the Annual Meeting, stockholders will vote to elect the ten directors named in this proxy statement as directors. Each of the directors elected at the Annual Meeting will hold office until the 2026 annual meeting of stockholders and until his/her successor has been duly elected and qualified. Our Board of Directors has nominated each of David M. Cote, Giordano Albertazzi, Jacob Kotzubei, Matthew Louie, Roger Fradin, Steven S. Reinemund, Joseph van Dokkum, Edward L. Monser, Joseph J. DeAngelo, and Jakki L. Haussler to serve as directors for terms expiring at the 2026 annual meeting of stockholders and until each of their successors has been duly elected and qualified. The persons named as proxies will vote to elect each of David M. Cote, Giordano Albertazzi, Jacob Kotzubei, Matthew Louie, Roger Fradin, Steven S. Reinemund, Joseph van Dokkum, Edward L. Monser, Joseph J. DeAngelo, and Jakki L. Haussler unless a stockholder indicates that his or her shares should be withheld with respect to one or more of such nominees.

In the event that any nominee for director becomes unavailable or declines to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the current Board of Directors to fill the vacancy, or will otherwise disregard any proxies if there are no such alternative nominees. All the nominees are currently serving as directors and we do not expect that the nominees will be unavailable or will decline to serve. Information about each of the director nominees is set forth below.

Nominees for Election

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

Directors

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

Our Board of Directors consists of ten directors. In accordance with our certificate of incorporation and bylaws, the number of directors on our Board of Directors will be determined from time to time by the Board of Directors.

Each director is to be elected annually and to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. Vacancies and newly created directorships on the Board of Directors may be filled at any time by the remaining directors.

Director Independence

The rules of the New York Stock Exchange (“NYSE”) require that a majority of our Board of Directors be independent. An independent director is defined generally as a person that, in the opinion of the company’s Board of Directors has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company) that would be inconsistent with a determination that the director is independent in accordance with independence requirements under our Corporate Governance Guidelines and as implemented by NYSE. Our Board has determined that eight of our Directors, being each of Joseph J. DeAngelo, Joseph van Dokkum, Roger Fradin, Jakki L. Haussler, Jacob Kotzubei, Matthew Louie, Edward L. Monser and Steven S. Reinemund, are independent under applicable SEC and NYSE rules.

Board of Directors Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to ensure oversight of management and a high-functioning, engaged Board. When evaluating the structure, the Board may take into consideration a variety of criteria, such as, but not limited to, strategic priorities, skillsets of the independent directors, current market environment, the strengths and talents of Vertiv’s management team, and stockholder feedback. Thus, instead of taking a “one-size-fits all” approach to Board leadership, the Board selects the structure that it believes will provide the most effective leadership and oversight for the Company, taking into consideration the Company’s needs and circumstances at any given time.

We do not have a policy on whether or not the role of chairman and CEO should be separate or combined and, if it is to be separate, whether the chairman should be selected from the non-employee directors or be an executive officer. This approach provides the Board with flexibility to determine whether the two roles should be separate or combined based upon the Company’s needs in light of the dynamic environment in which we operate and the Board’s assessment of the Company’s leadership needs at such time.

Currently, we separate the roles of chairman of the Board of Directors and CEO. Mr. Cote serves as the Executive Chairman of our Board of Directors. This structure enables the Board of Directors to effectively exercise its role in oversight of our management team while allowing our CEO to focus on the management of the day-to-day operational execution of our business.

Mr. Cote’s role as Executive Chairman includes acting as the primary liaison between senior management and the independent directors, and providing strategic leadership, advice and counsel based on his experience and expertise to our executive officers. In his support of the management team in their decision-making processes and implementation of strategy, management and the Executive Chairman may communicate daily, and Mr. Cote attends regular meetings with management.

With input from the other board members, committee chairs, and senior management, Mr. Cote develops the agenda for board meetings, sets board meeting schedules, and presides over meetings of the Board of Directors. As Vertiv’s Executive Chairman and board member since the Business Combination, Mr. Cote combines a detailed and in-depth knowledge of Vertiv’s day-to-day operations with an ability to identify strategic priorities essential to Vertiv’s future success, which enables him to effectively advise our management team on key strategies and the execution and implementation processes necessary to achieve Vertiv’s strategic plans. Mr. Cote leads the executive sessions of the independent directors focused on an agenda developed by Committee Chairs to address the most critical issues of Vertiv. In this role, he helps assure that such sessions remain effective forums for promoting open and candid discussion among the independent directors regarding issues of importance to Vertiv, including evaluating the performance and effectiveness of members of our management team.

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Board of Directors Role in Risk Oversight

It is the duty of our Board of Directors to serve as a prudent fiduciary for stockholders and to oversee the management of our Company. The specific risk areas of focus for the Board of Directors and each of its Committees are summarized below.

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Attendance at Board of Directors and Committee Meetings and Annual Meeting

During the year ended December 31, 2024:

In the year ended December 31, 2024, all but one member of our Board of Directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director) and (ii) the number of meetings held by all Committees of the Board of Directors (during the periods that he or she served on such Committees). Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances. As further described herein, Mr. Kotzubei does not serve on any of our Committees.

According to our Corporate Governance Guidelines, our directors are expected to make reasonable best efforts to attend the Annual Meeting, meetings of the Board of Directors and meetings of Committees on which they serve. Ten of our directors in office at the time of our 2024 annual meeting of stockholders attended the meeting. Directors are expected to review meeting materials prior to Board of Directors and Committee meetings and management will make appropriate personnel available to answer any questions a director may have about any aspect of the Company’s business.

Board Committees

Our Board has three standing Committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each of which is composed solely of independent directors. Each Committee operates under a charter that was approved by our Board and has the composition and responsibilities described below. The charter of each Committee is available on the investors page of our website at https://investors.vertiv.com/corporate-governance/documents/default.aspx.

Audit Committee

The members of our Audit Committee are Steven S. Reinemund, Jakki L. Haussler, and Edward L. Monser. Mr. Reinemund serves as the Chairman of the Audit Committee. Our Board has determined that each member of the Audit Committee meets the independence and other requirements of the NYSE and the SEC to serve on the Audit Committee.

Each member of the Audit Committee is financially literate and our Board has determined that Mr. Reinemund qualifies as an Audit Committee “financial expert” as defined in applicable SEC rules and has the requisite accounting or related financial management expertise.

We have adopted an Audit Committee charter, which details the purpose and principal functions of the Audit Committee, including, among other things:

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Compensation Committee

The members of our Compensation Committee are Roger Fradin, Joseph J. DeAngelo, Joseph van Dokkum and Steven S. Reinemund. Mr. Fradin serves as the chairman of the Compensation Committee. Our Board has determined that each member of the Compensation Committee meets the independence and other requirements of the NYSE and the SEC to serve on the Compensation Committee.

We have adopted a Compensation Committee charter, which details the purposes and responsibilities of the Compensation Committee, including, among other things:

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The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such consultant, counsel or adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such consultant, counsel, or adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

The members of our Nominating and Corporate Governance Committee are Joseph van Dokkum, Joseph J. DeAngelo, Roger Fradin and Edward L. Monser. Mr. van Dokkum serves as the chairman of the Nominating Committee. Our Board has determined that each member of the Nominating and Corporate Governance Committee meets the independence and other requirements of the NYSE and the SEC to serve on the Nominating and Corporate Governance Committee.

We have adopted a Nominating and Corporate Governance Committee charter, which details the purposes and responsibilities of the Nominating and Corporate Governance Committee, including, among other things:

The charter also provides that the Nominating and Corporate Governance Committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and is directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our Board of Directors considers: experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest, applicable listing standards and such other relevant factors that the Nominating and Corporate Governance Committee considers appropriate in the context of the needs of the Board of Directors.

Policy Regarding Director Nominations

Our Nominating and Corporate Governance Committee utilizes a broad approach for identification of director nominees and may seek recommendations from our stockholders and/or engage a search firm. In evaluating and determining whether to ultimately recommend a person as a candidate for election as a director, the Nominating and Corporate Governance Committee evaluates all factors that it deems appropriate, including the number of current directors, as well as the qualifications set forth in our Corporate Governance Guidelines, including experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that it considers appropriate in the context of the needs of the Board of Directors.

In its discretion, the Nominating and Corporate Governance Committee will also consider recommendations of qualified nominees by stockholders by evaluating the same factors as described above.

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In addition to the process described above, our bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must meet certain deadlines established by our bylaws and provide certain information required by our bylaws. For a description of the process for nominating directors in accordance with our bylaws, see “Additional Information” in this proxy statement.

Communication with the Board of Directors

Any stockholder or other interested parties who would like to communicate with our Board of Directors, the independent directors as a group or any specific member or members of our Board of Directors should send such communications to the attention of our Corporate Secretary, at Vertiv Holdings Co, 505 N. Cleveland Avenue, Westerville, Ohio 43082. Communications should contain instructions on which member or members of the Board of Directors the communication is intended for, if applicable. In general, such communication will be forwarded to the intended recipients. However, the Corporate Secretary may, in her discretion, decline to forward any communications that are abusive, threatening or otherwise inappropriate.

Code of Conduct

We have adopted a Code of Conduct that applies to all of our directors, officers, and other employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Conduct is available on the investor page of our website, https://investors.vertiv.com/corporate-governance/documents/default.aspx. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website.

Director Compensation

Director Compensation Policy

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

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

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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.

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.”

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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.

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).

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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,

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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.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Our executive compensation program is structured to reward performance consistent with our short-term and long-term goals, to reflect our business strategy and our organizational structure, to support our goal of delivering long-term value to our stockholders and to align with our near-term strategic and operational goals. This Compensation Discussion and Analysis (“CD&A”) reviews the objectives and components of our executive compensation program and discusses the 2024 compensation earned by our named executive officers (or “NEOs”), who are listed below.

Giordano Albertazzi Chief Executive Officer		David Fallon Chief Financial Officer		Anand Sanghi President, Americas		Stephanie Gill Chief Legal Counsel		Anders Karlborg EVP, Manufacturing, Logistics and Operational Excellence

We are dedicated to a pay for performance philosophy with compensation tied to, and which rewards our executive officers for, both short-term and long-term performance of the Company. This CD&A summarizes the details of executive compensation decisions along with several of our business highlights in 2024.

Features of our executive compensation program for 2024 included:

2024 Summary

Under the leadership of our CEO, Mr. Albertazzi, we saw strong operational execution, innovation and growth in our product and service offerings, and historic financial results in 2024, as further described below. Under his leadership, we had positive gains from our M&A strategy, particularly with the successful integration of the CoolTera acquisition (signed in December 2023) that

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led to significant increased sales and the addition of BSE chiller technology announced in December 2024 to bolster our thermal management offerings for AI and high-performance compute applications. Further, we invested in manufacturing and capacity expansion and technology innovation to meet the growing demand of our customers and the unprecedented growth of data and AI adoption. These activities were key drivers in our operational performance.

Our executive compensation for 2024 reflected these successes, particularly as the Compensation Committee considered appropriate incentives for our CEO for both short-term financial results and long-term equity interests, as further described in this CD&A.

2024 was a year of continued financial strength and transformative operational growth. The continued rapid growth of data, and the robust demand for, and acceleration of, AI technology adoption and high-performance compute resulted in strong demand for the Company’s innovative critical digital infrastructure products, software and services. The following is a summary of key 2024 financial results:

We actively engage with stockholders throughout the year to better understand their issues and concerns, including, but not limited to, their perspective on executive compensation. We hold a “say-on-pay” advisory vote on an annual basis. In 2024, we received approval of approximately 95% of votes cast on our “say-on-pay” advisory vote. Feedback from stockholders informs the Compensation Committee’s consideration of executive compensation programs. The Board and the Compensation Committee aim to align business performance and executive compensation to drive value creation by directly tying compensation to key performance metrics, and placing significant weight on compensation that varies in value depending upon stock price performance.

Our shareholder return during 2024 was more than 136%. During 2024, we declared quarterly cash dividends each for $0.025 per share in the first three quarters of the year, and in light of strong financial performance, increased the cash dividend to $0.0375 per share in the fourth quarter, for an aggregate of $0.11 per share.

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The following graph shows our total shareholder return for 2024, as compared to the performance of other market sectors, including the companies listed in the Compensation Peer Group (defined below).

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.

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Mr. Albertazzi’s primary compensation for 2024 is summarized below. The determination of the cash bonus based on performance is further described below. As further described below, our CEO’s compensation for 2024 is reflective of the Compensation Committee’s review of his leadership and execution of our strategic initiatives (e.g., technology and capacity expansion, improved operational performance (e.g., supply chain inflation mitigation, supplier resiliency, VOS)) that is delivering robust value to shareholders, as well as considerations around his total compensation within our Compensation Peer Group.

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Objectives of Executive Compensation Program

The following table provides an overview of the specific objectives of the primary elements of our 2024 executive compensation program, each as further described below.

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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

Base salaries generally take into account each named executive officer’s existing pay as well as the executive’s position, responsibilities, qualifications, experience and location, the market for the position, the base salaries of other executive officers and the Company’s overall financial performance.

The Compensation Committee considers base salary as one component of a total compensation package that needs to be balanced appropriately for each named executive officer. In March 2024, the Compensation Committee approved an increase in Mr. Albertazzi’s base salary from $900,000 to $1,100,000, together with an increase in target bonus percentage, primarily to reflect his successful leadership through his first full year as CEO, as reflected in Vertiv’s record results for 2023, as well as successful execution of strategic imperatives in M&A, technology innovation, high performance culture, manufacturing and capacity capabilities, and operational execution. The increases in Mr. Albertazzi’s total compensation (including equity compensation) also reflected the consideration that given his successful performance since his promotion, it was important to reflect total compensation commensurate closer to or above the median in our Compensation Peer Group. Other increases for the NEOs were based on similar considerations including their individual roles and responsibilities.

The table below shows the annualized base salaries in effect at the end of 2024.

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Our focus for the 2024 Vertiv Incentive Plan (“VIP”) was to align employees under a common set of goals tied to adjusted operating profit and adjusted free cash flow, both of which help us to maintain our focus on improving Vertiv’s operational execution and financial performance and driving stockholder value, while also recognizing our overall performance, segment and regional performance, and individual contributions to our long-term goals.

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Corporate Financial Results

The following table shows our corporate performance for the two financial metrics under the VIP for 2024:

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:

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.

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For any portion to be earned for a year, a target AOP performance goal (“Target AOP”) must be achieved for the applicable year. The following chart shows the targets for each year, along with the results for the 2023 and 2024 performance periods.

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:

The financial measure and target levels were selected for the following reasons:

Our tax-qualified employee savings and retirement plan (“401(k) Plan”) covers certain full- and part-time employees in the United States, including our U.S.-based NEOs. Under the 401(k) Plan, employees may elect to reduce their current compensation up to the statutorily prescribed annual limit and have the amount of such reduction contributed to the 401(k) Plan. The Board believes that the 401(k) Plan provides an important and highly valued means for employees to save for retirement. We provide a match of 50% of the first 6% of the named executive officers’ eligible base salary. Our eligible NEOs were eligible to participate in the 401(k) Plan on the same terms as our other employees in 2024. Our executive officers outside the U.S. are eligible for applicable local retirement plans.

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.”

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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.

Compensation Risk Assessment

As part of our risk management activities, management reviews with the Compensation Committee its compensation policies and practices applicable to employees that could affect our assessment of risk and risk management. The Compensation Committee and management believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on Vertiv.

Tax and Accounting Considerations

The tax and accounting impacts of our executive compensation program are among many factors that may be considered in determining the size and structure of our executive compensation program. Section 162(m) of the Internal Revenue Code of 1986, as amended (“Code”), denies a publicly traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code. We have not adopted a policy that requires that all compensation be deductible.

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Stock Ownership Guidelines for Our Officers and Directors

Our directors, named executive officers and other designated individuals are expected to own our stock based on the following multiple-of-salary ownership threshold guidelines.

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

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COMPENSATION TABLES

Summary Compensation Table

The following table shows compensation of our named executive officers for 2024 and, where applicable, prior years.

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Grants of Plan-Based Awards in Fiscal 2024

The following table sets forth each award granted to a named executive officer in fiscal 2024 under plans established by the Company.