DEF 14A

DEF 14A 1 d137112ddef14a.htm DEF 14A 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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Vertiv Holdings Co

(Name of Registrant as Specified In Its Charter)

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LOGO

2021 Proxy Statement and Annual Meeting of Stockholders Architects of Continuity TM

LOGO

Vertiv Holdings Co

1050 Dearborn Dr

Columbus, Ohio 43085

April 30, 2021

Annual Meeting of Stockholders – June 15, 2021

Dear Stockholder,

On behalf of the Board of Directors of Vertiv Holdings Co (“Vertiv”), I invite you to participate in Vertiv’s 2021 Annual Meeting of Stockholders on June 15, 2021 at 11 a.m. Eastern time. As you would anticipate, this year’s stockholder meeting will be virtual in approach, as we are following appropriate health precautions and related guidelines associated with gatherings of people during the COVID-19 pandemic. We are pleased to provide this virtual approach to this year’s stockholder meeting during these unusual times.

Vertiv first appeared on the New York Stock Exchange in February of last year and positions itself as a publicly traded, global leader and provider of critical digital infrastructure and continuity solutions. During 2020, our business culture strengthened and our business metrics improved, which was marked by achievement-oriented people and teams, innovative thinking, sharp customer focus and a commitment to value creation for our stockholders.

Vertiv reported full year 2020 net sales of $4.4 billion, a decrease of $61 million, or 1.4% from the prior year. After adjusting for foreign currency exchange rates, full year organic sales were down only 0.9% despite the unfavorable impacts of COVID on markets around the world.

Orders in 2020 were up 9.7% compared with 2019 as strength continued in cloud, co-location and telecommunications markets. We are especially pleased to report that Vertiv’s backlog continued to be strong, reaching a record $1.85 billion at the end of 2020, increasing approximately $450 million when compared with the end of 2019. Full year net loss of $327 million, operating profit of $214 million and adjusted operating profit of $342 million⁽¹⁾ were impacted by expenses related to the SPAC transaction, restructuring actions, and debt refinancing, all of which strengthened the foundation of our business.

Cash provided by operating activities was $209 million and free cash flow was $163 million, an improvement of $151 million and $171 million, respectively, from 2019, driven by lower interest payments from debt paydown and refinancing, and lower transformation spending. Liquidity of $964 million at year-end improved significantly, increasing $457 million, or 90%, when compared with the end of 2019. Net leverage was reduced to 2.8x, sustaining our commitment to a strong balance sheet.⁽¹⁾

The Vertiv story is powerful, and it’s written by our employees. We are fortunate. What we do, how we do it and the way we help make the world a better place attracts and helps us retain the most amazing of people. And while we are attentive to what we can and must do, we thrive on solving the complex, and it is our people that are at the center of our future.

The accompanying proxy statement 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 or 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

(1)

Further information regarding non-GAAP metrics and reconciliations to the nearest GAAP measures are set forth in Annex B to this proxy statement. Additionally, the full year net loss and operating profit have been restated, as reflected here and as set forth in the Form 10-K/A filed by Vertiv on April 30, 2021 in response to recent SEC guidance regarding the accounting treatment for SPAC warrants.

LOGO

Notice of Annual Meeting of Stockholders

To be held on June 15, 2021

11:00 a.m. (EST)

Notice is hereby given that the 2021 annual meeting of stockholders (the “Annual Meeting”) of Vertiv Holdings Co, a Delaware corporation (the “Company,” “Vertiv” or “we”), will be held on June 15, 2021 at 11:00 a.m. (Eastern Time), via live webcast at the following address www.virtualshareholdermeeting.com/VRT2021. We are holding the meeting for the following purposes:

1.	*Election of Directors.* Elect nine directors to our Board of Directors, each for a term of one year expiring at the 2022 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 2020 compensation of our named executive officers as disclosed in the accompanying proxy statement;

3.	*Frequency of Say-On-Pay.* Approve, on an advisory basis, the frequency (i.e., every one, two or three years) of future advisory votes to approve the compensation of our named executive officers;

4.	*Independent Auditor.* Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

Amendment to Certificate of Incorporation. Approve an amendment to the Second Amended and Restated Certificate of Incorporation (“certificate of incorporation”) of the Company to correct scrivener’s errors and confirm that directors are elected to one-year terms and can be removed with or without cause, along with other related changes.

Only stockholders of record as of the close of business on April 20, 2021 (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 instructions you received from the holder of record.

In light of the COVID-19 pandemic (referred to as “COVID” or “pandemic”) and to support the well-being of Vertiv’s stockholders, the 2021 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/VRT2021. 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 30, 2021





		Stephanie L. Gill Chief Legal Counsel and Corporate Secretary

LOGO

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON June 15, 2021: Vertiv's Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2020 are also available at www.proxyvote.com.

Table of Contents


PROXY SUMMARY			1

GENERAL INFORMATION			5

PROPOSAL 1: ELECTION OF DIRECTORS			9

Nominees for Election			9

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			14

Board Composition			14
Director Independence			14
Board of Directors Leadership Structure			14
Board of Directors Role in Risk Oversight			15
Attendance at Board and Committee Meetings and Annual Meeting			15
Board Committees			16
Policy Regarding Director Nominations			18
Communication with the Board of Directors			18
Code of Conduct and Ethics			18
Director Compensation			18

DIRECTORS AND EXECUTIVE OFFICERS			20

EXECUTIVE COMPENSATION			23

Compensation Discussion and Analysis			23
Performance Summary for 2020			23
Objectives of Executive Compensation Program			28
Compensation Philosophy and Process			28
Components of Compensation for 2020			29
Peer Group Companies			33
Compensation Risk Assessment			34
Tax and Accounting Considerations			34
Stock Ownership Guidelines for Company Officers and Directors			35
Compensation Committee Interlocks and Insider Participation			35
Compensation Committee Report			35
2020 Summary Compensation Table			36
Grants of Plan-Based Awards			37
Understanding Our Summary Compensation Table and Grants of Plan-Based Awards Table			38
Outstanding Equity Awards at Fiscal Year-End			39
Option Exercises and Stock Vested During Fiscal 2020			39
Potential Payments Upon Termination or Change in Control			39

PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS			42

PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS			43

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			44

INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			45

AUDIT COMMITTEE REPORT			48

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			49

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			51

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			56

PROPOSAL 5: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION			57

ADDITIONAL INFORMATION			58

ANNEX A CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF VERTIV HOLDINGS CO			A-59

ANNEX B RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			B-60

- 2021 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 15, 2021 (11:00 a.m. Eastern Time)

• Place:		Virtual Meeting (see www.virtualshareholdermeeting.com/VRT2021)

• Record Date:		April 20, 2021

• 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 nine directors to our Board of Directors, each for a term of one year expiring at the 2022 annual meeting of stockholders and until such director’s successor has been duly elected and qualified;

FOR

(each nominee)

➋

Say-on-Pay

Approve, on an advisory basis, the 2020 compensation of our named executive officers as disclosed in the accompanying proxy statement;

FOR

➌

Frequency of Say-on-Pay

Approve, on an advisory basis, the frequency (i.e., every one, two or three years) of future advisory votes to approve the compensation of our named executive officers;

ONE YEAR

➍

Independent Auditor

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

FOR

➎

Amendment to Certificate of Incorporation

Approve an amendment to the certificate of incorporation of the Company to correct scrivener’s errors and confirm that directors are elected to one-year terms and can be removed with or without cause, along with other related changes.

FOR

- 2021 Proxy Statement ^| 1

Creating Significant Value for Our Stockholders in 2020

On February 7, 2020, the Company (formerly known as GS Acquisition Holdings Corp.) acquired the Vertiv business through a series of merger transactions involving Vertiv Holdings, LLC and its subsidiaries. Concurrently with the consummation of the merger transactions, the Company sold 123,900,000 shares of its Class A common stock for an aggregate purchase price of $1.239 billion (the “PIPE Investment”). The merger transactions and the PIPE Investment are referred to collectively as the “Business Combination.” On Monday, February 10, 2020, our shares of Class A common stock first traded on the New York Stock Exchange under the symbol “VRT.”

Only weeks after the Business Combination, on March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus, known as COVID, as a global pandemic. Early in the pandemic, Vertiv was deemed to be an essential business. Below we describe some of our actions taken in response to the pandemic.

As a result of the efforts of all of our employees and as referenced above in the Executive Chairman’s letter, we demonstrated strong performance in 2020 and created value for our stockholders. On December 31, 2020, our closing stock price was $18.67. In the fourth quarter of 2020, we declared a cash dividend of $0.01 per share, payable on December 17, 2020 to holders of record as of December 2, 2020. On March 1, 2021, our closing stock price was $21.32. The following graph shows our performance from the $10 PIPE Investment price in February 2020 to our closing stock price on December 31, 2020, as compared to the performance of other market sectors, including the companies listed in our current peer group used for compensatory purposes as described below in the “Compensation Discussion and Analysis.”

LOGO

Strategic Compensation-Related Responses to the Pandemic

In response to the resulting economic challenges associated with the pandemic, we took several actions related to compensation matters:

✓

Temporarily Reduced Salaries and Director Retainers. In April 2020, as part of a broader effort to conserve cash and mitigate the near-term impact of the pandemic on our business, the Compensation Committee approved an immediate reduction by 10% in officers’ salaries (including those of our NEOs) and non-employee directors’ retainers. We also temporarily suspended our 401(k) match. We reverted to pre-reduction pay rates in November 2020 following careful review of our response to the pandemic.

✓	Adopted Work-From-Home and Safety Policies. For our employees, we introduced a work-from-home policy—where possible—and implemented safety and hygiene protocols in our workplaces.

✓

Retained Achievement of Key Metrics in Our Annual Incentive Plan. We recognized that any determination of cash incentive payouts for 2020 should be based on achievement of both financial and non-financial metrics for the year, while recognizing that re-setting specific targets to account for the unexpected pandemic would not serve as an effective incentive, and that we should also take into account individual performance among our employees in different roles and locations during this unique and challenging year.


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✓

Reduced Bonus Payouts. As further described in the “Compensation Discussion and Analysis” below, actual bonus payouts to each named executive officer was below target, and our CEO supported the Compensation Committee’s and the Board’s decision to reduce his bonus payout to 50% of his target amount (a reduction of 56% from the prior year) to help ensure payouts would be made to other employees. Our aggregate 2020 bonus pool was more than 30% below the prior year. At the same time, we are creating a special bonus pool for payments in 2021 to pay employees not otherwise eligible for the Annual Incentive Plan bonus in recognition of the challenges faced by many of our employees, including those who were temporarily furloughed, last year because of the pandemic.

✓	No Merit Increases. We did not provide merit increases for eligible employees, unless required by law.

Compensation Packages are Strongly Aligned with Stockholder Interests

The following chart shows the mix of the primary compensation elements for our CEO and the balance of our NEOs for 2020, including salary, target Annual Incentive Plan payment, long-term incentives (consisting of stock options and the one-time Founder RSUs as defined in the “Compensation Discussion and Analysis”) and other benefits, but excluding one-time cash payments described below related to the Business Combination (which cash the NEOs primarily used to purchase shares of Vertiv common stock). As reflected in the charts below, we have structured executive compensation, particularly for the CEO, to be performance-based and aligned with stockholder value.

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 and are proposing to amend our certificate of incorporation to confirm that directors are elected to one-year terms.

✓

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.

✓

Code of Ethics. We have adopted a code of ethics 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 ethics, along with other corporate governance documents, is available on our website, www.vertiv.com.

✓	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 of stock and to meet these guidelines within five years of first becoming subject to the guidelines, as further set forth below under “Stock Ownership Guidelines for Company Officers and Directors.”

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

- 2021 Proxy Statement ^| 3

Commitment to ESG Initiatives

As a relatively new publicly traded company, we are just starting the process of more formally organizing our efforts in the ESG space. Our approach to ESG will be measured and deliberate, but will be comprehensive. In particular:

✓	Governance. We intend to continue to hold ourselves to high levels of governance standards.

✓	Environmental Initiatives. As a company, we are committed to environmental initiatives. We strive to develop solutions so that our customers can be efficient in their data centers. We do not have legacy environmental problems.

✓	Positive Contributions. We believe in making positive contributions to the communities and societies where we live and work.

✓

Good Leadership. We believe in taking care of our people and their families. As further described in the “Compensation Discussion and Analysis” below, in spite of our strong performance for 2020, our management team and Compensation Committee demonstrated strong leadership by paying lower bonuses to executives compared to the prior year (and below target level) while also making payments to employees who were not eligible for a bonus, including those who were temporarily furloughed last year as a result of the pandemic.

✓

Pandemic Response. We acted responsibly in response to the pandemic and in our resulting interactions with clients, employees and government entities. As further described in this proxy statement, our Board of Directors reviews risk in various areas, including with respect to appropriately tying compensation to short-term and long-term goals, and we expect our executive officers and other employees to manage risk for their areas of responsibility as well.

✓

Sustainability. With sustainability at the forefront of our minds, we continue to create more energy efficient products. From designing products that consume less power and less water, we are constantly challenging ourselves and partnering with our customers to bring the sustainability mindset into the conversation.


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GENERAL INFORMATION

We are making this proxy statement available to our stockholders on or about April 30, 2021 in connection with the solicitation of proxies by our Board of Directors for the Annual Meeting, which will be held on June 15, 2021 at 11:00 a.m. (Eastern Time), via live webcast at the following address www.virtualshareholdermeeting.com/VRT2021. In light of the COVID pandemic and to support the well-being of our stockholders, 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/VRT2021. You will need the 16-digit control number that is printed on your proxy card 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, 2020, 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 (as amended, referred to herein as the “Form 10-K”) for the fiscal year ended December 31, 2020.

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 (the “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 five proposals to be voted on at the Annual Meeting:

1.	*Election of Directors*: elect nine directors to our Board of Directors for a term of one year expiring at the annual meeting of stockholders to be held in 2022 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;

3.	*Frequency of Say-on-Pay:* approve, on an advisory basis, the frequency (i.e., every one, two or three years) of future advisory votes to approve the compensation of our named executive officers;

4.	*Independent Auditor:* ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

5.	*Amendment to Certificate of Incorporation:* approve an amendment to the certificate of incorporation of the Company to correct scrivener’s errors and confirm that directors are elected to one-year terms and can be removed with or without cause, along with other related changes.

The Board of Directors recommends that you vote FOR each of proposals 1, 2, 4 and 5 and ONE YEAR for proposal 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.

- 2021 Proxy Statement ^| 5

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 20, 2021, the Record Date, may vote at the Annual Meeting.

How many votes do I have?

As of the Record Date, there were 352,204,413 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. This means that the nine nominees 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 approval, on an advisory basis, of the frequency of future advisory votes on the compensation of our named executive officers, proposal 4, the ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, and any other proposals that may come before the Annual Meeting will be determined 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. Proposal 5, the amendment to our certificate of incorporation must receive the affirmative vote of the holders of at least two thirds of the voting power of the outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class.

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, 3 and 4 to be voted on at the Annual Meeting, and as a result, have no impact on those proposals. However, for proposal 5, any abstentions or broker non-votes will have the effect of a no vote.

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, 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?

•

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.

•

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.

•

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 of record as of the Record Date can attend the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/VRT2021 where such stockholders may vote during the special 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. Please have your 16-digit control number to join the Annual Meeting webcast. Instructions on who can attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/VRT2021.

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, 1050 Dearborn Dr, Columbus, Ohio 43085, 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, 2, 3 and 5 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, 2, 3 or 5, your shares will not be voted in respect of those proposals and will be counted as “broker non-votes.” Proposal 4 is a “routine” proposal, and your broker has discretion to vote those shares.

Who is paying for this proxy solicitation?

We are paying the costs of the solicitation of proxies, which we anticipate will be approximately $10,000. 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 and vote your shares in person online during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/VRT2021. You will need the 16-digit control number that is printed on your proxy card 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.

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. To the extent we have done so, 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

- 2021 Proxy Statement ^| 7

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, 2020 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 follow the instructions on our Notice of Internet Availability of Proxy Materials.

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, 2020 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, 2020, 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

1050 Dearborn Dr

Columbus, Ohio 43085


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Proposal 1: Election of Directors

At the Annual Meeting, stockholders will vote to elect the nine nominees named in this proxy statement as directors. Each of the directors elected at the Annual Meeting will hold office until the 2022 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, Rob Johnson, Jacob Kotzubei, Matthew Louie, Roger Fradin, Steven S. Reinemund, Joseph van Dokkum, Robin L. Washington and Edward L. Monser to serve as directors for terms expiring at the 2022 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, Rob Johnson, Jacob Kotzubei, Matthew Louie, Roger Fradin, Steven S. Reinemund, Joseph van Dokkum, Robin L. Washington and Edward L. Monser 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. 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: 68

Director Since: 2020

Occupation: 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, Mr. Cote served as Chief Executive Officer, President and Secretary, and Chairman of the Board of Directors of GSAH. 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. Mr. Cote has served as a director of Juniper Industrial Holdings, Inc. since March 2020.

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.

- 2021 Proxy Statement ^| 9

LOGO

ROB JOHNSON

Age: 54

Director Since: 2020

Occupation: Chief Executive Officer

Background:

Mr. Johnson has served as our Chief Executive Officer and one of our directors since February 7, 2020. From December 2016 until the Business Combination, Mr. Johnson served as the Chief Executive Officer of Vertiv and was Vertiv’s first CEO. Prior to December 2016, he had been an operating partner at venture capital firm Kleiner Perkins Caufield & Byers (“Kleiner Perkins”) from 2014 to 2016. From 2013 to 2014, Johnson worked in executive positions at Consolidated Container Corporation. Prior to Consolidated Container Company, Mr. Johnson had a five-year tenure, between 2008 and 2013, in executive positions at A123 Systems (formerly NASDAQ: AONE), a global manufacturer of lithium ion batteries. On October 16, 2012, A123 Systems voluntarily filed for protection under Chapter 11 of the U.S. Bankruptcy Code and, on January 29, 2013, A123 Systems completed the sale of substantially all of its assets and operations. Mr. Johnson was the Chief Executive Officer of American Power Conversion (formerly NASDAQ: APCC) (“APC”) from 2006 until 2007, where he managed the company’s sale to Schneider Electric (OTC: SBGSY) for $6.1 billion in 2007. Prior to his CEO role at American Power Conversion, Mr. Johnson was a general manager at APC with responsibility for power management, thermal management, IT infrastructure, along with software and controls. Before his roles at APC, Mr. Johnson led Systems Enhancement Corporation, a company he founded to create innovative software and hardware solutions for the data center industry. He sold that company to American Power Conversion in 1997. Mr. Johnson earned a Bachelor of Science and honorary Ph.D. in Engineering Management from The Missouri University of Science and Technology. He was elected into the Engineering Management Academy of Sciences. He served on several boards in the past and is the co-author of “Executing Your Business Transformation,” a guide for companies navigating major changes published in 2010. Rob Johnson is the brother of Patrick Johnson who serves as our Executive Vice President of Integrated Rack Solutions.

Qualifications:

Mr. Johnson was selected to serve on our Board due to his knowledge of the data center industry and his experience operating Vertiv for the past 4 years.

LOGO

JOSEPH VAN DOKKUM

Age: 67

Director Since: 2020

Occupation: Director

Background:

Mr. van Dokkum has served as one of our directors since February 7, 2020. Mr. van Dokkum is Chairman of Imperative Science Ventures, a venture capital firm focused on science breakthroughs. From 2009 to 2019, he was an Operating Partner with Kleiner Perkins in Menlo Park, CA, where he worked closely with his investment partners and the leadership of their start-up and growth portfolio companies to accelerate commercialization and scale the businesses. Prior to 2009, Mr. van Dokkum served for seven years as President of UTC Power, a division of United Technologies Corporation (NYSE: UTX), where he was instrumental in organically growing UTC Power’s power generation products and service offerings, including fuel cells, renewable power solutions and combined cooling, heating and power applications for the commercial building markets. Prior to his tenure with UTC Power, Mr. van Dokkum was with Siemens (OTC: SIEGY) for 17 years. For the last six of those years, he served as President and Chief Executive Officer of Siemens Power Transmission & Distribution, Inc. during which time he augmented the company’s traditional power equipment, such as switchgear, power breakers, transformers and regulators, with intelligent systems and controls. This effort returned profitability to the business and enabled the expansion of the product portfolio through numerous acquisitions. Mr. van Dokkum serves on the boards of Ionic Materials, Inc. and Solidia Technologies. He earned his Bachelor’s and Master’s Degrees in Electrical Engineering from the Institute of Technology, Albertus Magnus.

Qualifications:

Mr. van Dokkum was selected to serve on our Board due to his extensive leadership experience and industry knowledge.


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LOGO

ROGER FRADIN

Age: 67

Director Since: 2020

Occupation: Director

Background:

Mr. Fradin has served as one of our directors since February 7, 2020. From June 2018 until the Business Combination, Mr. Fradin served as one of GSAH’s directors. Mr. Fradin joined Honeywell in 2000 when Honeywell acquired Pittway Corporation. Mr. Fradin served as President and Chief Executive Officer of Honeywell’s Automation and Control Solutions business from January 2004 to April 2014. Mr. Fradin served as vice chairman of Honeywell from April 2014 until his retirement in February 2017. Mr. Fradin is also a consultant for The Carlyle Group and an advisor to Seal Rock Partners. Mr. Fradin received his MBA and BS degrees from The Wharton School at the University of Pennsylvania, where he has also served as a member of the faculty. Mr. Fradin is currently the Chairman of Victory Innovation, a Carlyle Group company, and a director of L3Harris Technologies Inc. (NYSE: LHX), Resideo Technologies Inc. (NYSE: REZI) and Juniper Industrial Holdings, Inc. (NYSE: JIH.U), where he previously served as Chief Executive Officer from October 2019 until January 2020, and was formerly a director of MSC Industrial Direct Co., Inc. (Nasdaq: MSM) and Pitney Bowes Inc. (NYSE: PBI).

Qualifications:

Mr. Fradin was selected to serve on our Board due to his deep industrial expertise, specifically in the automation and control solutions sectors, as well as for his experience overseeing acquisitions.

LOGO

JACOB KOTZUBEI

Age: 52

Director Since: 2020

Occupation: Director

Background:

Mr. Kotzubei has served as one of our directors since February 7, 2020. Mr. Kotzubei joined Platinum Equity, a private equity firm, in 2002 and is a Partner at the firm. Mr. Kotzubei serves as a director or manager of a number of Platinum Equity’s portfolio companies. Prior to joining Platinum Equity in 2002, Mr. Kotzubei worked for 4.5 years for Goldman Sachs’ Investment Banking Division in New York City. Previously, he was an attorney at Sullivan & Cromwell LLP in New York City, specializing in mergers and acquisitions. Mr. Kotzubei serves on the board of directors of Key Energy Services, Inc. (NYSE: KEG), Ryerson Holding Corporation (NYSE: RYI) and Verra Mobility Corporation (NASDAQ: VRRM). Mr. Kotzubei received a Bachelor’s degree from Wesleyan University and holds a Juris Doctor from Columbia University School of Law, where he was elected a member of the Columbia Law Review.

Qualifications:

Mr. Kotzubei was selected to serve on our Board due to his experience in executive management oversight, private equity, capital markets, mergers and acquisitions and other transactional matters.

- 2021 Proxy Statement ^| 11

LOGO

MATTHEW LOUIE

Age: 43

Director Since: 2020

Occupation: Director

Background:

Mr. Louie has served as one of our directors since February 7, 2020. Mr. Louie joined Platinum Equity in 2008 and is a Managing Director at the firm. Mr. Louie serves as a director or manager of a number of Platinum Equity’s portfolio companies. Prior to joining Platinum Equity in 2008, Mr. Louie was an investment professional at American Capital Strategies, a middle- market focused private equity firm. Prior to American Capital, Mr. Louie worked in venture capital and growth equity at both Canaan Partners and Agilent Technologies, and in investment banking at Donaldson, Lufkin & Jenrette. Mr. Louie holds undergraduate degrees in both Economics as well as Political Science from Stanford University and a MBA from Harvard Business School.

Qualifications:

Mr. Louie was selected to serve on our Board due to his experience related to private equity, capital markets, transactional matters and post-acquisition oversight of operational performance at portfolio companies.

LOGO

EDWARD L. MONSER

Age: 70

Director Since: 2020

Occupation: Director

Background:

Mr. Monser has served as one of our directors since February 7, 2020. Mr. Monser serves on the board of directors for Air Products & Chemicals, Inc. (NYSE: APD), where he is the Lead Director and a member of the Governance and the Management Development and Compensation Committees, and Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP), where he is on the Audit and Compensation Committees. From 2010 to 2018, Mr. Monser served as president of Emerson (NYSE: EMR), where he had more than 30 years of experience in senior operational positions and played a key role in its globalization. From 2001 to 2015, he was a member of Emerson’s Office of the Chief Executive and served as its Chief Operating Officer. Mr. Monser is active in promoting international understanding and trade and was vice chairman of the U.S.- India Strategic Partnership Forum. He has served on the advisory Economic Development Board for China’s Guangdong Province, the board of advisors for South Ural State University in Chelyabinsk, Russia and the board of the U.S.-China Business Council, where he was also vice chairman. Mr. Monser received a Bachelor’s Degree in electrical engineering from Illinois Institute of Technology in 1980 and has a Bachelor’s Degree in education from Eastern Michigan University. He is an alumnus of the executive education program at the Stanford University Graduate School of Business.

Qualifications:

Mr. Monser was selected to serve on our Board due to his extensive experience in key management positions, including at Emerson when Vertiv was part of that company.


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LOGO

STEVEN S. REINEMUND

Age: 73

Director Since: 2020

Occupation: Director

Background:

Mr. Reinemund has served as one of our directors since February 7, 2020. From June 2018 until the Business Combination, Mr. Reinemund served as one of GSAH’s directors. Mr. Reinemund served as Dean of Business at Wake Forest University from July 2008 to June 2014, an organization he joined after a 23-year career with PepsiCo, Inc. (NASDAQ: PEP) (“PepsiCo”). At PepsiCo, Mr. Reinemund served as Executive Chairman from October 2006 to May 2007, and as Chairman and Chief Executive Officer from May 2001 to October 2006. Prior to being Chief Executive Officer, he was PepsiCo, Inc.’s President and Chief Operating Officer from September 1999 to May 2001. Mr. Reinemund began his career with PepsiCo, Inc. in 1984 at Pizza Hut, Inc. and held other positions until he became president and Chief Executive Officer of Frito-Lay’s North American snack division in 1992. He became Chairman and Chief Executive Officer of Frito-Lay’s worldwide operations in 1996. Mr. Reinemund was a director of Johnson & Johnson (NYSE: JNJ) from 2003 to 2008, American Express Company (NYSE: AXP) from 2007 to 2015, Exxon Mobil Corporation (NYSE: XOM) from 2007 to 2020, and Marriott International, Inc. (Nasdaq: MAR) from 2007 to 2020. Mr. Reinemund currently serves as a director and chair of the compensation committee of Walmart Inc. (NYSE: WMT), and Mr. Reinemund also currently serves as a director of Chick-fil-A, Inc. and GS Acquisition Holdings Corp II SPAC. He also serves on the Board of Directors at USNA Foundation. A graduate of the United States Naval Academy in 1970, Mr. Reinemund served five years as an officer in the United States Marine Corps, achieving the rank of Captain. He received an MBA from the University of Virginia, and has been awarded honorary doctorate degrees by Johnson and Wales University and Bryant University.

Qualifications:

Mr. Reinemund was selected to serve on our Board due to his considerable business leadership roles, mergers and acquisitions experience and his relevant board expertise.

LOGO

ROBIN L. WASHINGTON

Age: 58

Director Since: 2020

Occupation: Director

Background:

Robin L. Washington serves on the Board of Directors of Alphabet, Inc. (NASDAQ: GOOG), where she is chair of the leadership development and compensation committee, Honeywell International, Inc. (NYSE: HON), and Salesforce.com (NYSE: CRM), where she chairs the audit committee. Ms. Washington served as Executive Vice President and Chief Financial Officer of Gilead Sciences, Inc., from May 2008—November 2019 where she oversaw Global Finance, Facilities and Operations, Investor Relations and the Information Technology organizations. Prior to Gilead, Ms. Washington was the Chief Financial Officer of Hyperion Solutions Inc. from January 2006 until it was acquired by Oracle Corporation in March 2007. Prior to that, she spent nearly 10 years at Peoplesoft, Inc. where she served in a number of executive financial positions. Ms. Washington is also a member of the Presidents Council & Ross Business School Advisory Board, University of Michigan; the UCSF Benioff Children’s Hospital Oakland Board of Directors; and a trustee of the Financial Accounting Foundation. She is a certified public accountant and holds a bachelor’s degree in business administration from the University of Michigan and an MBA from Pepperdine University.

Qualifications:

Washington was selected to serve on the board due to her extensive experience in management, operations and accounting in the life sciences and technology sectors along with her financial expertise.

- 2021 Proxy Statement ^| 13

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

Our Board of Directors consists of nine 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 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 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. We currently have five independent directors as defined in the NYSE rules and applicable SEC rules. Our Board has determined that each of Roger Fradin, Robin L. Washington, Joseph van Dokkum, Edward L. Monser and Steven S. Reinemund is an independent director under applicable SEC and NYSE rules.

Board of Directors Leadership Structure

We currently separate the roles of chairman of the Board of Directors and Chief Executive Officer. Mr. Cote serves as Chairman of our Board of Directors. This structure enables the Board of Directors to effectively exercise its role in oversight of Vertiv while allowing our Chief Executive Officer to focus on the management of the day-to-day conduct of our business. The Board of Directors may review and change its leadership structure in the future.


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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.



Board/Committee		Primary Areas of Risk Oversight

Board of Directors		• Our Board engages in the oversight of risk in various ways. • Sets goals and standards for our employees, officers and directors. • Reviews the structure and operation of our various departments and functions. In these reviews, our Board of Directors discusses with management material risks affecting those departments and functions and management’s approach to mitigating those risks. • Reviews and approves management’s operating plans and any risks that could affect the results of those operating plans. • In its review of Annual Reports on Form 10-K (including any amendments thereto), our Board of Directors reviews our business and related risks, including as described in the “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the reports. • When our Board of Directors reviews particular transactions and initiatives that require its approval, or that otherwise merit its involvement, it generally includes related analysis and risk mitigation plans among the matters addressed with senior management. The day-to-day identification and management of risk is the responsibility of our management. • As the market environment, industry practices, regulatory requirements and our business evolve, we expect that senior management and our Board of Directors will respond with appropriate risk mitigation strategies and oversight.


Audit Committee		• Discusses with management the major financial, legal, compliance and other significant risks faced by the Company. • Works directly with members of senior management and our internal audit team to review and assess (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors. • Reviews our business and related risks quarterly in connection with the preparation of Quarterly Reports on Form 10-Q.


Compensation Committee		• Oversees the management of risks relating to our executive compensation programs and employee benefit plans. • Reviews at least annually our executive compensation programs, meets regularly with management to understand the financial, human resources and stockholder implications of compensation decisions and reports as appropriate to our Board of Directors.


Nominating and Corporate Governance Committee		• Oversees the management of risks relating to our corporate governance structure and director selection process.

Attendance at Board and Committee Meetings and Annual Meeting

During the year ended December 31, 2020:

•

the Board of Directors held four meetings;

•

the Audit Committee held eight meetings;

•

the Nominating and Corporate Governance Committee held four meetings; and

•

the Compensation Committee held four meetings.

In the year ended December 31, 2020, no member of our Board of Directors attended fewer than 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).

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. Directors are expected to review meeting materials prior to Board 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.

- 2021 Proxy Statement ^| 15

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 our website at www.vertiv.com.

Audit Committee

The members of our Audit Committee are Steven S. Reinemund, Robin L. Washington and Edward L. Monser. Mr. Reinemund serves as the Chairman of the Audit Committee.

Each member of the Audit Committee is financially literate and our Board has determined that Mr. Steven S. 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:

•

assisting Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

•

preparing any report required to be prepared by the Committee pursuant to the rules of the Securities and Exchange Commission;

•

the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services of the Company;

•

pre-approving the independent auditors’ annual engagement letter, including the proposed fees contained therein, as well as all audit and all permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

•

review the performance of the independent auditors, including the lead partner of the independent auditors, and make decisions regarding the replacement or termination of the independent auditors when circumstances warrant;

•

obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures; (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by any governmental or professional authority, within the preceding five years respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with such issues; and (3) all relationships between the independent auditors and the Company (including a description of each category of services provided by the independent auditors to the Company and a list of the fees billed for each such category);

•

evaluate the independence of the independent auditors;

•

meeting to review and discuss with the independent auditors their annual audit plan, including the timing and scope of audit activities, and monitor such plan’s progress and results during the year;

•

reviewing with management and the independent auditors the following information which is required to be reported by the independent auditor: (1) all critical accounting policies and practices to be used; (2) all alternative treatments of financial information that have been discussed by the independent auditors and management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors; (3) all other material written communications between the independent auditors and management, such as any management letter and any schedule of unadjusted differences; and (4) any of our material financial arrangements which do not appear on our financial statements;

•

reviewing with management, the independent auditors and, if appropriate, our director of internal auditing, our annual audited financial statements and quarterly financial statements;

•

reviewing the type and presentation of information to be included in any earnings, or financial press releases as well as review of any financial information and earnings guidance provided to analysts or rating agencies;

•

resolving all disagreements between the independent auditors and management regarding financial reporting;

•

reviewing with management the Company’s administrative, operational and accounting internal controls, including any special audit steps adopted in light of the discovery of material control deficiencies;

•

establishing and maintaining free and open means of communication between and among the Committee, the independent auditors and management, including providing such parties with appropriate opportunities to meet separately and privately with the Committee on a periodic basis;

•

pre-approving the hiring and termination of key leaders in the Company’s financial organization, meaning the CFO and any person who reports directly to the CFO;


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•

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

•

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

The members of our Compensation Committee are Roger Fradin, Joseph van Dokkum and Steven S. Reinemund. Mr. Fradin serves as the chairman of the Compensation Committee.

We have adopted a Compensation Committee charter, which details the purpose and responsibility of the Compensation Committee, including:

•

reviewing at least annually any executive compensation plans of the Company in light of the Company’s goals and objectives with respect to such plans, and, if the Compensation Committee deems it appropriate, adopt, or recommend to the Board of Directors the adoption of, new, or the amendment of existing, executive compensation plans;

•

evaluating annually the performance of the Chief Executive Officer in light of our goals and objectives, including the goals and objectives of any executive compensation plans, and, either as a Committee or together with the other independent directors, determine and approve the Chief Executive Officer’s compensation level based on this evaluation;

•

evaluating annually the performance of the other executive officers, if any, of the Company in light of the goals and objectives of any executive compensation plans of the Company, and either as a Committee or together with the other independent directors, determine and approve the compensation of such other executive officers;

•

reviewing and approving any employment agreements, severance or termination arrangements and any other compensatory contracts or arrangements to be made with any executive officer of the Company;

•

administering our equity-based compensation plans;

•

reviewing compensation arrangements for the Company’s employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking, and review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy and the Company’s compensation arrangements;

•

reviewing and discussing with management the Compensation Discussion and Analysis required in the proxy statement or annual report, as well as preparing a report on executive compensation to be included in our annual proxy statement or annual report; and

•

evaluating annually the appropriate level of compensation for non-employee directors.

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 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 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, Roger Fradin and Edward L. Monser. Mr. van Dokkum serves as the chairman of the Nominating Committee.

We have adopted a Nominating and Corporate Governance Committee charter, which details the purpose and responsibilities of the Nominating and Corporate Governance Committee, including:

•

identifying, recruiting and, if appropriate, interviewing candidates to fill positions on the Board of Directors and, if appropriate, establishing procedures to be followed by stockholders in submitting recommendations for Board candidates;

•

developing and recommending to our Board a set of corporate governance guidelines and any other applicable codes of ethics or conduct, which shall be consistent with any applicable laws, regulations and listing standards;

•

overseeing the annual self-evaluation of our Board of Directors, and evaluating and reporting to the Board of Directors on the performance and effectiveness of the Board of Directors; and

•

reviewing on a regular basis the corporate governance principles adopted by the Board of Directors and recommending any desirable changes to the Board of Directors.

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.

- 2021 Proxy Statement ^| 17

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 considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

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.

In addition to the Board 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, 1050 Dearborn Dr, Columbus, Ohio 43085. 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 and Ethics

We have adopted a code of ethics 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 ethics is available on our website, www.vertiv.com. We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website.

Director Compensation

Director Compensation Policy

For 2020, the Board adopted the following compensation structure for directors.



	Original Cash Retainer		Pandemic-Related Reduction in Retainer for the Year		Equity Grant Value

Chairman of the Board		$ 200,000		$ 10,000		$ 480,000

Committee Chair – Audit		$ 150,000		$ 7,500		$ 160,000

Committee Chair – Compensation		$ 130,000		$ 6,500		$ 160,000

Committee Chair – Nom & Governance		$ 115,000		$ 5,750		$ 160,000

Other Board Member		$ 100,000		$ 5,000		$ 160,000

For the second and third quarters of 2020, the cash retainer was reduced by 10% as Vertiv faced the uncertainties presented by the worldwide pandemic. Consistent with actions taken with respect to executive compensation, the Board believed that such a reduction was the right thing to do from a market perspective.

The 2020 annual equity grant consisted of stock options with four-year annual ratable vesting. Consistent with executive compensation, the Board believed that stock option awards served as an appropriate long-term incentive because our directors would share in any increase in the value of our equity following the Business Combination, aligning their long-term


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interests with those of our public stockholders. The Compensation Committee believes that stock options are an important and effective part of performance-based 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.

We believe that our director compensation levels are necessary and appropriate in order to attract and retain outstanding talent who possess the proper skill sets to drive Vertiv’s short- and long-term strategies. In determining the levels and mix of director compensation, peer group data is considered. Our Executive Chairman receives a higher level of compensation, with primary focus on equity compensation, due to the active role that he serves in leading the Board and helping management implement our strategy. Further, our Committee Chairs receive higher levels of cash retainers in acknowledgement of the additional workload in leading these Committees.

Vertiv reimburses directors for reasonable and necessary out-of-pocket expenses incurred in attending Board and Committee meetings or performing other services in their capacities as directors. The Board expects to review director compensation periodically to ensure that the director compensation package remains competitive such that Vertiv is able to recruit and retain qualified directors.

Director Compensation Table

The following table sets forth information concerning the compensation for our directors during fiscal 2020, except that Mr. Johnson’s compensation is reported in the Summary Compensation Table below under “Executive Compensation.”



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)⁽¹⁾⁽²⁾		All Other Compensation ($)⁽³⁾		Total ($)

David M. Cote		190,000		—		480,000		22,815		692,815

Joseph van Dokkum		109,250		—		159,999		—		269,249

Roger Fradin		123,500		—		159,999		—		283,499

Jacob Kotzubei		95,000		—		159,999		—		254,999

Matthew Louie		95,000		—		159,999		—		254,999

Edward L. Monser		95,000		—		159,999		—		254,999

Steven S. Reinemund		142,500		—		159,999		—		302,499

Robin L. Washington		95,000		—		159,999		—		254,999

(1)

During fiscal 2020, each director received, on February 7, 2020, an option to purchase 38,647 shares of Class A common stock (115,942 shares in the case of Mr. Cote), with a per share exercise price of $12.05, which was the volume-weighted average price of our Class A common stock over the 20 trading days preceding the closing date under the Merger Agreement. The amounts reported in this column represent the aggregate grant date fair value of such option awards computed in accordance with FASB ASC Topic 718. Assumptions used in calculating these amounts are described in Note 15 to our audited financial statements for the year ended December 31, 2020.

(2)

As of December 31, 2020, the following non-employee directors held the following number of unexercised stock options: David M. Cote: 115,942 shares; Joseph van Dokkum: 38,647 shares; Roger Fradin: 38,647 shares; Jacob Kotzubei: 38,647 shares; Matthew Louie: 38,647 shares; Edward L. Monser: 38,647 shares; Steven S. Reinemund: 38,647 shares; and Robin L. Washington: 38,647 shares. There were no unvested stock awards held by any non-employee director.

(3)

This column requires reporting the amount of other compensation, including personal benefits or perquisites that exceed $10,000 in the aggregate. The amount reported reflects the aggregate incremental cost to the Company of the use of the Company’s chartered aircraft for a business purpose. This cost is being disclosed in the interests of full disclosure, as the usage may be deemed to have a personal benefit under SEC disclosure rules. In addition, our directors may be accompanied by a spouse or guests on our chartered aircraft while on business travel, which does not result in aggregate incremental cost to the Company.

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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.


Name	Age	Position

David M. Cote	68	Executive Chairman of the Board*

Rob Johnson	54	Chief Executive Officer and Director*

Joseph van Dokkum	67	Director*

Roger Fradin	67	Director*

Jacob Kotzubei	52	Director*

Matthew Louie	43	Director*

Ed Monser	70	Director*

Steve Reinemund	73	Director*

Robin Washington	58	Director*

David J. Fallon	51	Chief Financial Officer

Giordano Albertazzi	55	President of Europe, Middle East and Africa

Jason M. Forcier	49	Chief Operations Officer and EVP Critical Infrastructure and Solutions

Erin Dowd	54	Chief Human Resources Officer

Stephanie Gill	50	Chief Legal Counsel

Sheryl Haislet	55	Chief Information Officer

John Hewitt	51	President of the Americas

Patrick Johnson	50	Executive Vice President of Integrated Rack Solutions (January 1, 2021 to present) and Executive Vice President of Information Technology and Edge Infrastructure (through December 31, 2020)

Stephen Liang	62	Chief Technology Officer (February 3, 2021 to present) and President of Asia Pacific (through February 3, 2021)

Gary Niederpruem	46	Chief Strategy and Development Officer

Anand Sanghi	50	President of Vertiv in Australia, New Zealand, Southeast Asia & India (from February 3, 2021)

Robert Jincheng Zhu	58	President of Vertiv in North Asia (from February 3, 2021)

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

David J. Fallon. Mr. Fallon has served as our Chief Financial Officer since February 7, 2020. From July 2017 until the Business Combination, 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 (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).

Giordano Albertazzi. Mr. Albertazzi has served as our President of Europe, Middle East and Africa since February 2020. From 2016 until the Business Combination, Mr. Albertazzi served as the President of Vertiv in Europe, Middle East and Africa and was responsible for Vertiv’s operations and business development within the region. Mr. Albertazzi began his career at Kone Elevators, where he progressed through operations and product development leadership. Mr. Albertazzi joined Emerson Network Power, a group of Emerson Electric (NYSE: EMR) in 1998 and held positions with increasing responsibility, including Plant Manager from 1999 to 2001, EMEA Marketing and Product Management Director from 2002 to 2004, and Managing Director for the Italian market unit from 2004 to 2006. In 2006, Mr. Albertazzi was promoted to Vice President Services for the Liebert Europe business. In 2011, Mr. Albertazzi was appointed Vice President Services for the broader Europe, Middle East and Africa region, and in 2014 became Vice President Sales. Mr. Albertazzi holds a Bachelor’s Degree in mechanical engineering from the Polytechnic University of Milan and Master’s Degree in management from Stanford University.


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Jason M. Forcier. Mr. Forcier has served as our Chief Operations Officer and Executive Vice President of Critical Infrastructure and Solutions since February 2020. From May 2019 until the Business Combination, Mr. Forcier served as the Chief Operations Officer of Vertiv and, prior to that role, as Executive Vice President of Infrastructure and Solutions of Vertiv since October 2017, where he has global responsibility for manufacturing, operations, supply chain and quality, as well as leading the large infrastructure and solutions lines of business. Prior to joining Vertiv, Mr. Forcier spent eight years at A123 Systems, a global manufacturer of lithium ion batteries, where he was the Chief Executive Officer from 2013 until 2017 and member of the board of management. Mr. Forcier joined and established the automotive business of A123 Systems in 2009 and was a member of the executive management team that led the company through its initial public offering on the NASDAQ. On October 16, 2012, A123 Systems voluntarily filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code and, on January 29, 2013, A123 Systems completed the sale of substantially all of its assets and operations. Prior to joining A123 Systems, Mr. Forcier served as Vice President and General Manager of the global electronics business of Lear Corporation (NYSE: LEA) and as the North American President, Automotive Electronics Division of Robert Bosch LLC. Over the course of his 12-year career with Bosch, he was also a co-founder and Chief Executive Officer of ETAS, Inc., a Bosch Subsidiary. Mr. Forcier earned a Bachelor’s Degree in mechanical engineering from GMI Engineering & Management Institute (now Kettering University) and a Master’s Degree in business administration from the University of Michigan.

Erin Dowd. Ms. Dowd has served as our Chief Human Resources Officer since January 2021, and is responsible for the development and execution of our global human resources strategy including talent management, employee engagement, performance development and total rewards. Ms. Dowd joined Vertiv in 2018 as vice president of HR for the Vertiv’s global business units. Prior to joining Vertiv, Ms. Dowd spent more than 20 years in human resources leadership with The Compass Group and Hewlett Packard (NYSE: HPE). Ms. Dowd is a decorated U.S. Army veteran, retiring from service with the rank of Colonel. Ms. Dowd earned her bachelor’s degree from the University of New Hampshire and holds a master’s degree in business from Tennessee State University. Further, Ms. Dowd holds several certifications in coaching, performance development and employee relations law.

Stephanie Gill. Ms. Gill has served as our Chief Legal Counsel since January 2021 and is responsible for Vertiv’s global legal strategy, corporate compliance and regulatory functions. Prior to joining Vertiv, Ms. Gill served as the vice president, general counsel and corporate secretary of CNX (NYSE: CNX), a publicly traded exploration and production company. Ms. Gill started her legal career as an associate in the corporate group at Jones Day. After Ms. Gill’s tenure at Jones Day, she joined Buchanan Ingersoll & Rooney, where she was promoted to partner, working with various public and private companies in the telecommunications, healthcare, oil and gas and real estate development industries focusing her practice primarily on mergers and acquisitions, federal securities law compliance, corporate finance transactions and executive compensation. While in law school, Ms. Gill also served as a law clerk in the United States Bankruptcy Court for the Western District of Pennsylvania. Ms. Gill is a graduate of The Wharton School of Business of The University of Pennsylvania with a bachelor of science degree in economics and a concentration in accounting and of The Dickinson School of Law of Penn State University, where she received her doctorate of jurisprudence and was the managing editor of The Law Review.

Sheryl Haislet. Ms. Haislet has served as our Chief Information Officer since February 2020. Prior to joining Vertiv, from October 2015 to September 2019, Ms. Haislet was the Chief Information Officer and Vice President of Information Technology and Digital Office at Adient plc, a $17 billion global automotive seating manufacturer. Prior to joining Adient, Ms. Haislet spent twenty-five years with Johnson Controls (NYSE: JCI). At Johnson Controls, Ms. Haislet held a variety of positions of increasing seniority, culminating in her being appointed Chief Information Officer and Vice President of Information Technology, Power Solutions, in October 2014. Ms. Haislet holds an executive MBA from the Quantic School of Business and Technology, a Graduate Certificate in SAP from Central Michigan University, a Masters in computer information systems from Grand Valley State University and a BA from the University of Michigan.

John Hewitt. Mr. Hewitt has served as our President of the Americas since February 2020. From October 2017 until the Business Combination, Mr. Hewitt served as President of the Americas of Vertiv, with responsibility for business development and operations in the United States, Central and Latin America and Canada. Mr. Hewitt is a global business executive with more than 25 years of experience leading both high-growth and turnaround businesses through multiple market cycles in the technology and industrial markets. Prior to joining Vertiv, Mr. Hewitt held a variety of global P&L, strategy, business development and financial leadership roles in the United States, EMEA, South America and Asia. In 2017, he served as Vice President and Managing Director at Aptiv PLC (NYSE: APTV), a global technology and mobility company primarily serving the automotive sector. From 2014 to 2016, he served as Senior Vice President and General Manager at TE Connectivity Ltd. (NYSE: TEL), a global industrial technology provider of connectivity and sensor solutions. Mr. Hewitt earned a Bachelor’s in Finance and Accounting from Oklahoma State University and an MBA in International Business from the Thunderbird School of Global Management.

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Patrick Johnson. Mr. Johnson has served as our Executive Vice President of Integrated Rack Solutions since January 1, 2021 and was previously our Executive Vice President of Information Technology and Edge Infrastructure (“ITEI”) from February 2020 to December 2020. From November 2017 until the Business Combination, Mr. Johnson served as Vertiv’s Executive Vice President of the ITEI. Mr. Johnson started his career with Systems Enhancement Corporation, which was sold to APC in 1997. Mr. Johnson held various positions with APC for 10 years until it was acquired by Schneider Electric in 2007. From 2010 to 2016, Mr. Johnson was Vice President of Rack Systems at Schneider Electric and was then promoted to Senior Vice President of Datacenter Systems, having responsibility for the product lines of Racks, Rack PDUs, Thermal and Software. In late 2016, Mr. Johnson joined Artesyn Embedded Technologies, where he served as Senior Vice President of Strategic Initiatives. Mr. Johnson earned a BS in engineering management from The Missouri University of Science and Technology. Patrick Johnson is the brother of Rob Johnson who serves as our Chief Executive Officer.

Stephen Liang. Mr. Liang has served as our Chief Technology Officer since February 3, 2021 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 where he was responsible for Vertiv’s operations and business development in the Asia Pacific region. Mr. Liang began working at Emerson Electric (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 Vice President of Manufacturing Operations in the Philippines and was then promoted to Executive Vice President of Asian Operations in 1998. In 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. In 2009, Mr. Liang became President, Emerson Network Power Asia Pacific, responsible for all of Network Power’s Asia Pacific businesses including China, India and Australia. In 2014, as Group Vice President, Mr. Liang also managed 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.

Gary Niederpruem. Mr. Niederpruem has served as our Chief Strategy and Development Officer since February 7, 2020. From 2018 until the Business Combination, Mr. Niederpruem served as the Chief Strategy and Development Officer of Vertiv and was responsible for leading the marketing, strategy and M&A functions. Mr. Niederpruem has more than 20 years of experience in analyzing market trends, engaging customers and setting corporate-wide and business unit offering strategies to align with the market. Mr. Niederpruem has driven strategy and growth initiatives through both organic and inorganic activities. Prior to joining Vertiv, Mr. Niederpruem held a variety of P&L and product management leadership roles at Emerson Electric (NYSE: EMR) and Danaher (NYSE: DHR). From 2011 to 2014, Mr. Niederpruem was the General Manager of the Integrated Modular Solutions business and Vice President of Product Management of Emerson. In 2014, he was named Vice President of Global Marketing for Emerson Network Power, a group of Emerson, and, in mid-2016, he assumed oversight for the strategy function serving as Executive Vice President, Marketing, Strategy and Development. Mr. Niederpruem attended John Carroll University where he received a Bachelor’s Degree in marketing and logistics and he has a Master’s Degree in business from the University of Notre Dame.

Anand Sanghi. Mr. Sanghi has served as our President for Vertiv Australia, New Zealand, Southeast Asia and India (ASI) since February 2021. 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 (NYSE: EMR), in 2001 as director of planning and achieved positions of increasing responsibility before being appointed president of Vertiv Asia in 2017. Prior to joining Emerson Network Power, Mr. Sanghi led a start-up business and held positions with Emerson and Copeland Corporation. 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.

Robert Zhu. Mr. Zhu has served as our President of Vertiv North Asia since February 2021. Mr. Zhu is responsible for Vertiv’s business development in the region which includes Greater China, Korea and Japan. Mr. Zhu has built his career over three decades in engineering, sales and executive management. Mr. Zhu joined Vertiv in 2017 as the President of Greater China, with his role and responsibilities expanding to North Asia in 2020. Prior to joining Vertiv, Mr. Zhu held leadership positions with ABB (NYSE: ABB) and Tyco International, now Johnson Controls International (NYSE: JCI). Mr. Zhu holds a Bachelor’s Degree in engineering from North China Electric Power University in China, a Master’s of engineering degree from RMIT University and a MBA from Monash University in Australia.


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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 2020 compensation earned by our chief executive officer, chief financial officer and the next three highly compensated executive officers (collectively, our “named executive officers” or “NEOs”), who are listed below.




Robert Johnson Chief Executive Officer	David Fallon Chief Financial Officer	Stephen Liang Chief Technology Officer* * During fiscal 2020, Mr. Liang’s principal position was President of Asia Pacific.	Jason Forcier Chief Operations Officer and EVP Critical Infrastructure & Solutions	John Hewitt President of the Americas

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 several of our performance highlights in 2020, which include successfully completing the Business Combination and becoming a public operating company. We are proud of our transformative year and our operational performance, as reflected in our stock price performance, which significantly outperformed our peers and the S&P 500 during fiscal 2020, despite a worldwide pandemic. On December 31, 2020, our closing stock price was $18.67, representing an increase of approximately 87% from the February 2020 $10 PIPE Investment Price (as defined below). With this as a backdrop, we describe below our executive compensation program for fiscal 2020.

Performance Summary for 2020

LOGO

Successful Business Combination and Special One-Time Transaction Compensation

Our predecessor company, GS Acquisition Holdings Corp. (“GSAH”), was a special purpose acquisition company that went public in June 2018. In December 2019, GSAH announced a signed merger agreement (the “Merger Agreement”) that would result in the combination of GSAH with the Vertiv business. This Business Combination closed on February 7, 2020 and Vertiv began trading thereafter as a public operating company on the NYSE. At the same time, Vertiv closed a $1.2 billion investment transaction in which investors paid a $10 per share price for our Class A common stock (the “PIPE Investment Price”).

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Our 2020 compensation paid to our NEOs included one-time cash and equity components related to the Business Combination. These components will not be part of their ongoing annual compensation because they were tied to previous commitments that pre-dated the Business Combination by an affiliate of Platinum Equity, VPE Holdings, LLC (or its affiliate), as owner of the Vertiv business and were included in the Merger Agreement negotiations. See the descriptions under “One-Time Transaction Exit Bonus Cancellation Payments Reinvested in Company Stock” and “Special One-Time Founder RSUs”.

Strategic Compensation-Related Responses to the Pandemic

Only weeks after the Business Combination, on March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus, known as COVID, as a global pandemic. In response to the resulting economic challenges, in addition to the business-focused actions described below, we took actions related to compensation matters:

•

Delayed Equity Grants. Although part of the Merger Agreement, we delayed grants of restricted stock units (“RSUs”) to our NEOs until several months after grants were made to other employees during the economic uncertainty of the early days of the pandemic.

•

Adopted Work-From-Home and Safety Policies. For our employees, we introduced a work-from-home policy—where possible—and implemented safety and hygiene protocols in our workplaces.

•

Retained Achievement of Key Metrics in Our Annual Incentive Plan (“AIP”). We recognized that any determination of cash incentive payouts for 2020 should be based on achievement of financial and non-financial metrics for the year, while recognizing that re-setting specific targets to account for the unexpected pandemic would not be an effective incentive, and that we should also take into account individual performance among our employees in different roles and locations during this unique and challenging year.

•

Reduced Bonus Payouts. As further described under “Annual Incentive Plan” below, actual bonus payouts to each named executive officer was below target, and our CEO supported the Compensation Committee’s and the Board’s decision to reduce his bonus payout to 50% of his target amount (a reduction of 56% from the prior year) to help ensure payouts would be made to other employees. Our aggregate bonus pool was more than 30% below the prior year. At the same time, we are creating a special bonus pool for payments in 2021 to pay employees not otherwise eligible for the Annual Incentive Plan bonus in recognition of the challenges faced by many of our employees, including those who were temporarily furloughed, last year because of the pandemic.

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