DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a–12

Vertiv Holdings Co

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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LOGO

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

LOGO

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

LOGO

Notice of Annual Meeting of Stockholders

To be held on June 18, 2025

11:00 a.m. (ET)

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:

1.	Election of Directors. Elect ten directors to our Board of Directors, each for a term of one year expiring at the 2026 annual meeting of stockholders and until such director’s successor has been duly elected and qualified;

2.	Say-On-Pay. Approve, on an advisory basis, the 2024 compensation of our named executive officers as disclosed in the accompanying proxy statement; and

3.	Independent Auditor. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

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

LOGO

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

Table of Contents


PROXY SUMMARY			1

GENERAL INFORMATION			6

PROPOSAL 1: ELECTION OF DIRECTORS			10

Nominees for Election			10

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			16

Board Composition			16
Director Independence			16
Board of Directors Leadership Structure			16
Board of Directors Role in Risk Oversight			17
Attendance at Board of Directors and Committee Meetings and Annual Meeting			18
Board Committees			18
Policy Regarding Director Nominations			20
Communication with the Board of Directors			21
Code of Conduct			21
Director Compensation			21
Insider Trading Policy for Employees, Officers and Directors; Prohibition on Hedging			23

DIRECTORS AND EXECUTIVE OFFICERS			24

EXECUTIVE COMPENSATION			27

Compensation Discussion and Analysis			27

COMPENSATION TABLES			38

Summary Compensation Table			38
Grants of Plan-Based Awards in Fiscal 2024			39
Understanding Our Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2024 Table			39
Outstanding Equity Awards at 2024 Fiscal Year-End			40
Option Exercises and Stock Vested During Fiscal 2024			41
Potential Payments Upon Termination or Change in Control			41
CEO Pay Ratio			44
Pay versus Performance			45
Equity Compensation Plan Information			48

PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS			49

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			50

INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			51

Pre-Approval Policy			51
Fees			51
Audit Fees			51
Audit-Related Fees			51
Tax Fees			52
All Other Fees			52

AUDIT COMMITTEE REPORT			53

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			54

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			56

Related Party Transactions Policies and Procedures			56
Business Combination			56
Other Related Party Transactions			56

ADDITIONAL INFORMATION			57

List of Stockholders of Record			57
Submission of Stockholder Proposals at Next Year’s Annual Meeting			57
Consideration of Stockholder-Recommended Director Nominees			57
Stockholder Communications with the Board of Directors			58
Note About Forward-Looking Statements			58

ANNEX A NON-GAAP FINANCIAL MEASURES			59

Reconciliation of Non-GAAP Financial Measures			60

- 2025 Proxy Statement ^| i

PROXY SUMMARY

This Proxy Summary highlights information contained elsewhere in this proxy statement and does not contain all of the information that you should consider. Please read the entire proxy statement carefully before voting.

Meeting Details



• Time and Date:		June 18, 2025 (11:00 a.m. Eastern Time)

• Place:		Virtual Meeting (see www.virtualshareholdermeeting.com/VRT2025)

• Record Date:		April 21, 2025

• Voting:		Stockholders of Vertiv as of the Record Date are entitled to vote. Each share of Vertiv Class A common stock is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted upon at the Annual Meeting.

Meeting Agenda


Item	Proposal	Board’s Voting Recommendation	Page Reference

➊	Election of Directors Elect ten directors to our Board of Directors, each for a term of one year expiring at the 2026 annual meeting of stockholders and until such director’s successor has been duly elected and qualified;	FOR (each nominee)	10

➋	Say-on-Pay Approve, on an advisory basis, the 2024 compensation of our named executive officers as disclosed in the accompanying proxy statement; and	FOR	49

➌	Independent Auditor Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.	FOR	50

2024 Performance

The story of 2024 is one of strong execution and transformation, building on the momentum we established in 2023 and propelling our long-term financial framework forward. With the proliferation of AI and high-performance compute, we have capitalized on the tremendous market opportunity to elevate operational execution by expanding our top line, operating margins, and cash flow throughout 2024. We expanded our manufacturing footprint and capacity, enhanced our systems and services offerings, and further deepened our strategic relationships. Investing in engineering, research and development has strengthened our innovation pipeline, leaving us well-positioned to generate sustained value for our shareholders.

What began as a journey to institutionalize operational excellence has evolved into a remarkable demonstration of Vertiv’s ability to deliver sustained, profitable growth at scale. By the numbers, 2024 outlined a story of strength in execution and transformation with net sales reaching a record ~$8.0 billion, representing a 17% growth over 2023. This strong sales performance drove a significant increase in operating profit growing 57% to $1,367 million, adjusted operating profit growing 47% to $1,552 million, operating margin expanding approximately 440 basis points to 17.1%, adjusted operating margin expanding approximately 410 basis points to 19.4%, net cash provided by operating activities reaching ~1.3 billion, a 47% increase from the previous year, and adjusted free cash flow reaching ~$1.1 billion, a 46% increase from the previous year. We’re in the strongest position in our company’s history to provide ongoing value creation.

- 2025 Proxy Statement ^| 1

Against the backdrop of AI tailwinds and exponential data growth, we stand at the forefront of innovation and sit at the helm of the market’s transformation. We look forward to building upon the record momentum of 2024 and delivering increasing value for our shareholders, customers, and employees in the short- and long-term, while maintaining our position at the forefront of technological innovation.

LOGO

Strategic Compensation-Related and Other Actions to Position Us for Long-Term Growth

During 2024, we continued to be laser focused on operational excellence and execution, and building a high-performance culture throughout our company, including operations, manufacturing, supply chain, and other disciplines within our business. In response to the unprecedented growth in data and the increasing demands and acceleration that AI and high-performance compute are presenting in our industry, we took focused actions against our strategic framework to improve operational and financial performance, to enhance and expand our capacity, our technology, and our capabilities to meet customer demand, to retain and attract top talent, and to position our business for short- and long-term growth in the face of geopolitical and macroeconomic uncertainty. For example:

✓

Continued Focus on Pay for Performance. As described in more detail in the “Compensation Discussion and Analysis” below, our executive compensation program focused on performance. For example, cash bonus payouts for named executive officers were above target due to our strong financial performance in 2024 and achievement of results above our financial targets. We continued to focus on annual equity grants in the form of stock options, which only have value if our stockholders receive value through stock price increases.

✓

Capacity and Technology Expansion. We invested in capacity expansion to meet current and anticipated customer demand. For example, we significantly increased our manufacturing capacity for switchgear, busbar and integrated solutions by opening new facilities and adding production to existing facilities. Additionally, in order to support our thermal management activity, we opened a new manufacturing facility in Pune, India in 2024, and in order to support the production of modular solutions, modular power systems and other infrastructure systems, we opened a new facility in Pelzer, South Carolina. We anticipate continuing to invest in capacity to provide the geographic presence that our customers need, and the ability to rapidly scale and to ensure resiliency. Furthermore, as the maturity and adoption of AI and high-performance compute continues to impact the data center industry, we’ve invested in developing new


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products, services and solutions to meet our customer’s technological and growth demands, such as expansions of our liquid cooling and chiller technologies in our thermal management portfolio to serve AI and high-performance compute applications.

✓

Cost Mitigation. We continued to take decisive actions to enhance supply chain resiliency, mitigate inflationary pressures from material and labor costs through the qualification and on-boarding of alternate suppliers, analyze and reduce discretionary spending, and other actions targeted to keep fixed costs constant.

✓

Supply Chain Improvements. We continued our global cadence of reviewing both internal and external supply chain challenges to address inflationary costs and labor and parts shortages. We continued our focused efforts on supplier diversity and resiliency, as well as engineering redesign initiatives, to enable us to qualify alternate part and component suppliers for our products and improve supplier delivery times and reductions in cost. Further, we maintained our “in region, for region” supply base emphasis to focus suppliers in region on delivering parts and components for our operations in the region.

✓

Attracting and Retaining of Our Workforce Talent. As we continue to position our business for short- and long-term growth, we maintained our focused approach regarding retention of our employee talent pool, and efforts to attract, hire and retain talent, particularly in our engineering, research and development and operations teams. We have continued to grow in a reasonable manner despite a competitive labor environment and rising labor costs in 2024.

✓

Management Focus. Our entire management team, together with our Executive Chairman as further described in the “Board of Directors Leadership Structure” below, is actively involved in setting and implementing our strategic priorities and responding to the opportunities and challenges we faced as a company in 2024.

Compensation Packages Are Strongly Aligned with Stockholder Interests

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.

LOGO

CEO Compensation Is Focused on Variable Pay

Mr. Albertazzi’s primary compensation opportunities for 2024, are summarized below. See also the “Compensation Discussion and Analysis” below for a discussion of considerations in approving his increased compensation for 2024.


2024 Compensation of Our CEO (Mr. Albertazzi)	2024

Base Salary		$1,100,000

Target Cash Bonus (as % of Base Salary)		140%

Approximate Grant Date Fair Value of Annual Equity Awards Granted		$8.211 M

- 2025 Proxy Statement ^| 3

Corporate Governance Highlights

✓	Annual Full Board Elections. We provide for director elections on an annual basis to provide our stockholders with regular input on the composition of our Board of Directors.

✓

Separate Chairman and CEO Roles. We believe that, at this time, our continuing separation of the roles of CEO and Chairman enables the Board of Directors to effectively exercise its role in oversight of Vertiv while allowing our CEO to focus on the management of the day-to-day conduct of our business. See “Board of Directors Leadership Structure” below for further information.

✓

Code of Conduct. We have a code of conduct that applies to all 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, along with other corporate governance documents, is available on our website, https://investors.vertiv.com/corporate-governance/documents/default.aspx.

✓	No Poison Pill. Vertiv does not maintain a poison pill or stockholder rights plan.

✓

Robust Stock Ownership Guidelines. We require executive officers and directors to hold meaningful amounts and values of stock and to meet certain other guidelines, as further set forth below under “Stock Ownership Guidelines for Company Officers and Directors.” Further, the Company adopted a “no sale” restriction that restricts an executive officer from selling stock until such officer has met or exceeds ownership guidelines. All of our executive officers and directors have met or are anticipated to meet these guidelines within the applicable time period.

✓	Prohibition of Hedging and Pledging. Our insider trading policy prohibits our officers, directors and employees from hedging or pledging our shares.

Commitment to Responsible Business Initiatives

In 2024, we continued to build our responsible business program and advance our efforts with certain responsible business initiatives. In particular:

✓

Reporting — We issued our third annual Responsible Business report in 2024, which was aligned to certain elements of the Sustainability Accounting Standards Board (“SASB”), Task Force on Climate-Related Financial Disclosures (“TCFD”), and Global Reporting Initiative (“GRI”) frameworks and select United Nations Sustainable Development Goals (“UNSDGs”) that we viewed as most relevant to our business.

✓

Governance — We continued to hold ourselves to high governance standards. In 2024, our Responsible Business Steering Committee continued to enhance and further develop our responsible business strategies, evaluate related disclosure frameworks for public reporting, and we apprised our Board of Directors on various responsible business topics.

✓

Efficient Products and Systems — We continued to innovate and develop products, services and solutions that help enable our customers to meet their energy and water efficiency and environmental-related goals, such as the Vertiv™ SmartMod™ and Vertiv™ SmartMod™ Max CW critical power products, which can reduce on-site installation time, leading to cost, energy, and carbon savings, and the Vertiv™ Liebert^® XDU 450 & 1350 thermal products, which feature liquid cooling to remove heat at the source, allowing it to be more efficient than air cooling alone. Our approach to meeting our customers’ demands of growing critical digital infrastructure, while enabling them to reduce their impact on the environment, rests on five key principles that we strive to achieve when developing and delivering high-performing, energy and water efficient products, services and solutions:

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High efficiency: Continuously design products and solutions that improve upon energy, water, and carbon efficiency.

•

High reliability: Build resilient and highly serviceable equipment that’s durable and long-lasting.

•

Low impact: Strive to understand and limit manufacturing processes that may have adverse environmental impacts, and measure and increase use of recycled materials in our products and product packaging.

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Low touch: Enable remote troubleshooting, optimization services, and more connected systems to improve and reduce the environmental impact of maintenance practices.

•

Circular economy: Reuse, refurbish or recycle end-of-life equipment and materials.

✓

Responsible Operations — We continued to benchmark our operations by collecting and evaluating our greenhouse gas emissions inventory in an effort to refine internal plans to reduce our carbon emissions and the waste footprint of our own operations, in addition to helping reduce our customers’ impacts on the environment through our energy and water efficient operations and products.


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✓

Our Neighbors — We believe our success is intrinsically linked to our responsibility towards the planet, our employees, customers, communities, and other stakeholders we serve, and the values that underpin our corporate culture. In 2024, we launched a charitable contributions policy that aims to promote STEM education, health research, crisis response, and other efforts that support our local communities. Together with our employees and their families, Vertiv supported various organizations and activities around the world by providing volunteer services or monetary donations. Examples include Pelotonia, Columbus Crew STEM Day, NC4K Kick Childhood Cancer, Brisbane’s annual Pancare Foundation fundraiser, and various disaster relief efforts.

✓

Our People — As further described in the “Compensation Discussion and Analysis” below, our Compensation Committee demonstrated strong leadership by recognizing and rewarding our management team’s strong performance in delivering transformative results by paying above target bonuses, generally, to our NEOs for 2024 and to eligible non-executive employees. These bonuses were paid in recognition of company and individual performance results, and are in furtherance of our pay for performance culture and in an effort to maximize the retention of our employees who helped us implement and deliver strong results against our strategic framework in 2024. We recognize that our employees are critical to achieving our strategic priorities and business objectives, and investing in them is a key component to our success.

We provide development and training programs for our employees, including new product training for our sales and services organizations, “Leading@Vertiv” for our management level employees, and “MyFirst90Days” for newly hired employees as key human capital measures and objectives. Additionally, our salaried and services employees participate in our comprehensive annual performance review process meant to encourage direct conversation where candid feedback can be shared to help our employees develop, achieve their career goals, and drive our high-performance culture.

Further, we offer leadership development programs for employees at the early career levels in finance, sales, services and engineering and customized programs for target populations to further develop their skills, and specialized partnership programs with local universities that lead to obtaining bachelor’s and/or master’s degrees in technology.

Our offerings include:

•

Finance, Sales, Human Resources, Engineering, and Application Engineering Leadership Development Rotational Programs for early-career employees based in the Americas, India, or Europe, Middle East, and Africa reporting units.

•

Specialized partnership programs with local universities in India for high-potential engineers to earn a post-secondary baccalaureate and/or a graduate degree.

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Programs for identified high-potential leaders in early-, mid-, senior-, and leadership-ready positions across multiple functions globally that focus on training in the areas of operational and strategic thinking, offers the opportunity to participate and lead global projects, and obtain global networking & visibility to executive leadership.

•

Specialized training for employees based in our support hubs, located in the Philippines and Romania, around key business skills including customer service, finance fundamentals and customer service mindset.

•

VOS training is delivered globally. This training, known as VOS Academy, is offered virtually for salaried employees and all hourly employees receive training at our global manufacturing sites.”

✓

Safety — We employ a sophisticated global occupational health and safety management system designed to monitor, track, and improve processes and procedures to enhance employee safety. Utilizing this system to enable continual improvement in our safety programs, we have achieved some of the lowest injury rates in our industry. Additionally, we have a dedicated team of environmental, health and safety professionals throughout our facilities and service regions, as well as on-site medical services at many of our manufacturing facilities. We believe a safe and healthy workplace is essential to flourish as a business. We prioritize the health and safety of our global workforce and anyone who enters our facilities or interacts with our products. We believe we have an effective employee, health and safety strategy, as evidenced by our strong safety record relative to certain peers, including our total recordable injury rate of 0.37 and our lost time incident rate of 0.19 for the twelve months ending December 31, 2024. Safety is one of Vertiv’s core principles. In connection with our commitment to safety, we aim to provide the tools, training, and other resources needed to achieve our goal of reducing and controlling workplace risks and creating an injury-free workplace. We believe that employee engagement is essential to our continuous improvement efforts. For example, we recently launched an effective safety engagement campaign called “We Lead with Safety”. The campaign is centered on further strengthening our interdependent culture, where everyone will speak up regarding safety. One way we measure proactive engagement is through our “good catch” initiative that encourages reporting of safety observations, hazards, and suggestions for improvement. We encourage, value, and recognize employees who provide input, and, through documented procedures, our local management teams respond promptly to address any observed matters. To promote excellence and continuous improvement, we also launched a new safety award process in 2024 to recognize manufacturing facilities and service organizations that demonstrate high levels of safety culture and performance.

- 2025 Proxy Statement ^| 5

GENERAL INFORMATION

We are making this proxy statement available to our stockholders on or about April 25, 2025 in connection with the solicitation of proxies by our Board of Directors for the Annual Meeting, which 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. The Annual Meeting will be completely 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 meeting to ensure you are logged in when the Annual Meeting starts. Please note that you will not be able to attend the Annual Meeting in person. Below are answers to common questions stockholders may have about the Annual Meeting. Our fiscal year ends on December 31.

We have one class of outstanding common stock, our Class A common stock, which has one vote per share. Shares of our common stock generally vote together as a single class on all matters submitted to a vote of our stockholders.

What information is included in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the Annual Meeting, the voting process, our Board of Directors, Board Committees and corporate governance matters, the compensation of current directors and certain executive officers for the year ended December 31, 2024, and other information.

What are the Proxy Materials?

The “Proxy Materials” are this proxy statement and our annual report to stockholders, which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (referred to herein as the “Form 10-K”).

Why did I receive a one-page notice in the mail regarding the Internet Availability of the Proxy Materials instead of a full set of the Proxy Materials?

Pursuant to rules adopted by the Securities and Exchange Committee (“SEC”), instead of mailing a printed copy of our proxy materials to each stockholder of record, we have elected to furnish our Proxy Materials via the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders. All stockholders will have the ability to access the Proxy Materials on the website referred to in the Notice of Internet Availability of Proxy Materials or request to receive an electronic copy or printed set of the Proxy Materials. Instructions on how to access the Proxy Materials over the Internet or to request an electronic copy or printed copy may be found in the Notice of Internet Availability of Proxy Materials. In addition, stockholders may request to receive the Proxy Materials in printed form by mail or electronically by email on an ongoing basis.

What items will be voted on at the Annual Meeting and how does the Board of Directors recommend that I vote?

There are three proposals to be voted on at the Annual Meeting:

1.	Election of Directors: elect ten directors to our Board of Directors for a term of one year expiring at the annual meeting of stockholders to be held in 2026 and until such director’s successor has been duly elected and qualified;

2.	Say-on-Pay: approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement; and

3.	Independent Auditor: ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

The Board of Directors recommends that you vote FOR each nominee in proposal 1, and FOR each of proposals 2 and 3.

Our bylaws provide advance notice procedures for stockholders seeking to bring business before our Annual Meeting, or to nominate candidates for election as directors at any meeting of stockholders. We have not received any such proposals. We do not anticipate any other matters will come before the Annual Meeting. If any other matter comes before the Annual Meeting, the proxy holders appointed by our Board of Directors will have discretion to vote on those matters.

Who may vote at the meeting?

Holders of Class A common stock, together as a single class, as of the close of business on April 21, 2025, the Record Date, may vote at the Annual Meeting.


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How many votes do I have?

As of the Record Date, there were 381,105,178 shares of Class A common stock outstanding. Holders of Class A common stock are entitled to one vote per share of Class A common stock held as of the Record Date.

What vote is required for each proposal?

For proposal 1, the election of directors, each director must be elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. This means that the ten directors receiving the largest number of “FOR” votes will be elected as directors.

Proposal 2, the approval, on an advisory basis, of the compensation of our named executive officers, proposal 3, the ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and any other proposals that may properly come before the Annual Meeting must be approved by the affirmative vote of a majority of the votes cast by stockholders present in person or represented by proxy and entitled to vote thereon.

How are abstentions and broker non-votes counted?

Abstentions (shares present at the meeting in person or by proxy that are voted “abstain”) and broker non-votes (explained below) are counted for the purpose of establishing the presence of a quorum but are not counted as votes cast in respect of proposals 1, 2 and 3 to be voted on at the Annual Meeting, and as a result, have no impact on those proposals.

What constitutes a “quorum”?

The holders of a majority of the voting power of the shares of Class A common stock issued, outstanding and entitled to vote at the Annual Meeting, either in person or represented by proxy, constitute a quorum.

What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

•

Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are a stockholder of record.

•

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a beneficial owner of shares held in street name. The organization holding your account is considered the stockholder of record. As a beneficial owner, you have the right to direct the organization holding your account on how to vote the shares you hold in your account.

How do I vote?

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Vote by Internet. Visit www.proxyvote.com to vote via the Internet. Stockholders of record may submit proxies over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the Proxy Materials were requested, the instructions on the printed proxy card. Most beneficial stockholders may vote by accessing the website specified on the voter instruction forms provided by their brokers, trustees, banks, or other nominees. Please check your voter instruction form for Internet voting availability.

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Vote by Telephone. Call toll-free 1-800-690-6903 in the United States or from foreign countries from any touch-tone telephone and follow the instructions. Stockholders of record may submit proxies using any touch-tone telephone from within the United States by following the instructions on the Notice of Internet Availability of Proxy Materials or, if printed copies of the Proxy Materials were requested, the instructions on the printed proxy card. Most beneficial owners may vote using any touch-tone telephone from within the United States by calling the number specified on the voter instruction forms provided by their brokers, trustees, banks or other nominees.

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Vote by Mail. Stockholders of record may submit proxies by mail by requesting printed proxy cards and completing, signing and dating the printed proxy cards and mailing them in the pre-addressed envelopes that will accompany the printed Proxy Materials. Beneficial owners may vote by completing, signing and dating the voter instruction forms provided and mailing them in the pre-addressed envelopes accompanying the voter instruction forms. If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by the Board of Directors. If you are a beneficial owner and you return your signed voter instruction form but do not indicate your voting preferences, please see “How are abstentions and broker non-votes counted?” regarding whether your broker, bank, or other holder of record may vote your uninstructed shares on each proposal.

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•

Vote at the Annual Meeting. All stockholders as of the close of business on the Record Date can vote at the Annual Meeting via the Annual Meeting website. There will not be a physical meeting location. Any stockholder as of the Record Date can attend the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/VRT2025 where such stockholders may vote during the Annual Meeting. The Annual Meeting starts at 11 a.m., Eastern Time. We encourage you to allow ample time for online check-in, which will open at 10:45 a.m., Eastern Time. 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. Instructions on who can attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/VRT2025.

Can I change my vote after submitting a proxy?

Stockholders of record may revoke their proxy at any time before it is exercised at the Annual Meeting by (i) delivering written notice, bearing a date later than the proxy, stating that the proxy is revoked to Vertiv Holdings Co, 505 N. Cleveland Avenue, Westerville, Ohio 43082, Attn: Secretary, (ii) submitting a later-dated proxy relating to the same shares by mail, telephone or the Internet prior to the vote at the Annual Meeting, or (iii) attending the Annual Meeting virtually and voting at the Annual Meeting via the Annual Meeting website. If you are a beneficial stockholder, you may revoke your proxy or change your vote only by following the separate instructions provided by your broker, trust, bank, or other nominee.

If I hold shares in street name through a broker, can the broker vote my shares for me?

If you hold your shares in street name and you do not instruct your broker on how to vote your shares, the broker or other organization holding your shares can vote on certain routine proposals but cannot vote on other proposals. Proposals 1 and 2 are not considered routine proposals. If you hold shares in street name and do not instruct your broker on how to vote on proposal 1 or 2, your shares will not be voted in respect of those proposals and will be counted as “broker non-votes.” Proposal 3 is a “routine” proposal, and your broker has discretion to vote those shares.

Who is paying for this proxy solicitation?

We have retained Georgeson LLC to solicit proxies, for which we will pay a fee of approximately $12,500.00 plus reasonable out-of- pocket expenses. Members of our Board of Directors and officers and employees may solicit proxies by mail, telephone, fax, email or in person. We will not pay directors, officers, or employees any extra amounts for soliciting proxies. We may, upon request, reimburse brokerage firms, banks or similar entities representing street name holders for their expenses in forwarding Proxy Materials to their customers who are street name holders and obtaining their voter instructions.

How can I attend the Annual Meeting?

You may attend the Annual Meeting virtually and vote your shares online 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. If you are a beneficial owner and do not have your 16-digit control number, contact your banker, broker, or other nominee. Please note that you will not be able to physically attend the Annual Meeting in person, but may attend the Annual Meeting in person online.

How can I ask questions at the Annual Meeting?

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as stockholders would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/VRT2025, as further described above.

The virtual Annual Meeting format allows stockholders to communicate with Vertiv during the Annual Meeting so they can ask questions of Vertiv’s management and Board of Directors, as appropriate. If you wish to submit a question during the Annual Meeting, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/VRT2025, clicking the Q&A button on your screen and typing your question into the provided text field.

We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business or are inappropriate. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the Annual Meeting will be answered in the live Question and Answer session during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered on our Investor Relations website, www.investors.vertiv.com, as soon as practicable after the Annual Meeting.


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Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting will be available during the Annual Meeting at www.virtualshareholdermeeting.com/VRT2025.

Who can I contact if I have technical difficulties accessing or participating in the Annual Meeting?

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page for assistance. Technical support will be available beginning approximately 15 minutes prior to the start of the Annual Meeting through its conclusion. Additional information regarding matters addressing technical and logistical issues, including technical support during the Annual Meeting, will be available at www.virtualshareholdermeeting.com/VRT2025. The virtual Annual Meeting platform is fully supported across browsers (Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. You should ensure that you have a strong internet connection if you intend to attend and/or participate in the Annual Meeting.

Where can I find voting results?

Final voting results from the Annual Meeting will be filed with the SEC on a Current Report on Form 8-K on or before the fourth business day after the Annual Meeting concludes.

I share an address with another stockholder. Why did we receive only one set of Proxy Materials?

We may satisfy SEC rules regarding delivery of our Proxy Materials, including our proxy statement, or delivery of the Notice of Internet Availability of Proxy Materials, by delivering a single copy of these documents to an address shared by two or more stockholders. This process is known as householding. We have delivered only one set of the Proxy Materials or one Notice of Internet Availability of Proxy Materials, as applicable, to stockholders who share an address with another stockholder, unless contrary instructions were received prior to the mailing date. We undertake to promptly deliver, upon written or oral request, a separate copy of our proxy statement, our annual report including our Form 10-K for the fiscal year ended December 31, 2024 and/or our Notice of Internet Availability of Proxy Materials, as requested, to a stockholder at a shared address to which a single copy of these documents was delivered. To make such a request, please send the request to Vertiv Holdings Co, Attn: Investor Relations, 505 N. Cleveland Avenue, Westerville, Ohio 43082 or calling us at 614.841.6776.

If your shares are held by a brokerage firm or bank and you prefer to receive separate copies of our proxy statement, our annual report including our Form 10-K for the fiscal year ended December 31, 2024 and/or our Notice of Internet Availability of Proxy Materials, either now or in the future, please contact your brokerage firm or bank. If your brokerage firm or bank is unable or unwilling to assist you, please contact our Investor Relations department at our executive office by calling 614.841.6776. Stockholders sharing an address who are receiving multiple copies of the Proxy Materials and/or our Notice of Internet Availability of Proxy Materials may request to receive a single copy of the Proxy Materials and/or our Notice of Internet Availability of Proxy Materials, either now or in the future, by contacting our Investor Relations department at our executive office by calling 614.841.6776.

Whom should I contact if I have additional questions?

You can contact our Investor Relations department at our executive office at 614.841.6776. Stockholders who hold their shares in street name should contact the organization that holds their shares for additional information on how to vote.

We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. These filings are available on the Investor Relations page of our corporate website at www.investors.vertiv.com. Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, including financial statements and schedules and amendments thereto filed with the SEC, are also available without charge to stockholders upon written request addressed to:

Vertiv Holdings Co

Attn: Investor Relations

505 N. Cleveland Avenue

Westerville, Ohio 43082

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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.

Our Board of Directors recommends that you vote FOR each of the nominees for our Board of Directors in this proposal 1.

Nominees for Election

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

Directors

LOGO

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.


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