Vertiv (VRT) PRE 14APreliminary proxy

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

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

Vertiv Holdings Co 1050 Dearborn Dr, Columbus, Ohio 43085   April     , 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 $184 million, operating profit of $213.5 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.

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:

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     , 2021

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

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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.

Nominees for Election

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

Directors

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

Our Board of Directors consists of 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.

Directors may be removed only for cause by the affirmative vote of a majority of our outstanding shares of Class A common stock. At any meeting of the Board of Directors, except as otherwise required by law, a majority of the total number of directors then in office will constitute a quorum for all purposes.

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.

Attendance at Board and Committee Meetings and Annual Meeting

During the year ended December 31, 2020:

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.

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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:

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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:

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:

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.

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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.

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.”

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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.

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 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 Systems 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

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”.

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:

To date, COVID has surfaced in nearly all regions around the world and has impacted our sales channels, supply chain, manufacturing operations, workforce and other key aspects of our operations. In response to the resulting economic challenges from the global pandemic, the Company took action to mitigate the impact of the pandemic on our business, to preserve our cash and to position us for long-term growth in the face of uncertainty. For example:

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As a result of the efforts above, and regardless of the headwinds from the pandemic, we reported the following financial results for 2020:

On December 31, 2020, our closing stock price was $18.67, representing an increase of approximately 87% from the $10 PIPE Investment Price in February 2020. In the fourth quarter of 2020, we declared a cash dividend of $0.01 per share, payable on December 17, 2020. On March 1, 2021, our closing stock price was $21.32.

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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 as the Current Peer Group (defined below).

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 AIP payment, long-term incentives (consisting of stock options and the Founder RSUs described below) 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 our Class A 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.

Further, when examining our CEO’s total direct compensation (salary, AIP and LTI) relative to the Current Peer Group (defined below) over the past year, we believe that his compensation is aligned with our Total Stockholder Return (or “TSR”) performance, as shown in the following table, even when taking into account the Founder RSUs received in 2020, which resulted in his equity compensation for 2020 being higher than anticipated future annual equity compensation:

Benchmarking of CEO Compensation Against Current Peer Group (defined below)

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Although our executive officers received one-time cash and equity awards in connection with the Business Combination, their 2021 compensation will not include the one-time cash and equity awards provided in connection with the Business Combination. The year over year impact of the discontinuance of the one-time Business Combination-related compensation is shown below with respect to our CEO’s compensation:

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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 encompass all aspects in this area. In particular:

Objectives of Executive Compensation Program

The following table provides an overview of the specific objectives of the primary elements of our 2020 executive compensation program, each as further described below.

Compensation Philosophy and Process

The Compensation Committee is focused on maintaining an executive compensation program that emphasizes variable, at-risk compensation and has an appropriate balance of near-term and long-term objectives.

Much of the 2020 compensation for the named executive officers was approved prior to the Business Combination by Vertiv Holdings LLC (that is, the Vertiv business before the Business Combination), including compensation which became effective in connection with the closing of the Business Combination.

Following the Business Combination, executive compensation is approved by the Compensation Committee, which consists solely of independent directors, and then the Board approves the CEO’s compensation. Our Compensation Committee meets regularly throughout the year to review our executive compensation program and to ensure alignment of the interests of our executives with those of our stockholders. Meeting agendas contain items proposed by management or the Compensation Committee members. Our Compensation Committee members engage in active discussions of compensation matters with management and with each other as part of their decision-making process. Each meeting includes an executive session with only the independent directors. On at least an annual basis, the Compensation Committee reviews relevant market data using a peer group representing a set of companies in the industries (mix of industrial and network equipment and services companies) in which we compete. For further information about our process, see “Peer Group Companies” below.

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Components of Compensation for 2020

Base salaries for 2020 were established by the Vertiv Board before the Business Combination, taking into account each named executive officer’s existing pay as well as the executive’s position, responsibilities, qualifications, experience and location, the market for the position and the base salaries of other executive officers. As a result of these considerations and its review of peer group data as described below, base salaries for our executive officers (other than our CEO and CFO) were increased, primarily to reflect their executive officer roles in a public company.

The Compensation Committee considers base salary as one component of a total compensation package that needs to be balanced appropriately for each named executive officer.

On April 6, 2020 and as a result of the pandemic impact on Vertiv’s business, the Compensation Committee decided to reduce the base salary of each of our named executive officers by 10% effective March 30, 2020. Effective November 2, 2020, following careful consideration of our response to the pandemic, the salaries of our named executive officers were returned to their pre-March 30, 2020 levels, with no catch-up payments to address the time period during which salaries were reduced. The table below shows the annualized base salaries in effect at different times during the year.

Our focus for the 2020 AIP was to align employees participating in the Global AIP under a common set of goals tied to earnings and cash flow, both of which help us to maintain our focus on Vertiv’s performance and driving stockholder value, while also recognizing our overall performance and individual contributions to our long-term goals.

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Corporate Results (for AIP Payout)

The following table shows our corporate performance for the two financial metrics under the AIP:⁽¹⁾

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Individual Qualitative Modifier (for AIP Payout)

The Compensation Committee conducted a qualitative assessment to determine the individual performance modifier, which included input from Mr. Johnson, as follows, but in no event resulted in approval of any bonus payout above target level for any NEO:

Each NEO’s compensation for 2020 included a one-time bonus payment (“Transaction Exit Bonus”) for service during the years prior to the Business Combination. Because these payments were made in 2020, they are included in the Summary Compensation Table below, even though the program under which they were paid was not put in place by our public company Compensation Committee. These payments were made in respect of the Vertiv Holding Corporation 2017 Transaction Exit Bonus Plan (the “Transaction Exit Bonus Plan”). The purpose of the Transaction Exit Bonus Plan was to provide incentive compensation to key employees, including the named executive officers, by granting cash-settled performance units that could result in payments related to the appreciation in the value of Vertiv as a whole.

In December 2019, in recognition of the growth of the Vertiv business over the previous years and the work done to place us in a position to become a public company, Vertiv entered into acknowledgement and release agreements pursuant to which each named executive officer agreed that the Business Combination did not constitute a qualifying event under the Transaction Exit Bonus Plan and, subject to the named executive officer’s continued employment through the consummation of the Business Combination and agreement to a release of claims in favor of Vertiv and its successors and affiliates, including any rights under the Transaction Exit Bonus Plan, the named executive officer was entitled to receive a cash bonus (the “Cancellation Payment”), payable within 30 days following the Business Consummation, in the amounts set forth below. Each named executive officer reinvested all or a substantial portion of the after-tax proceeds of the Cancellation Payments into shares of the Company.

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In furtherance of our performance-based compensation philosophy and strong alignment with stockholder interests, in 2020, we granted stock options and RSUs, each as further described below. With respect to our equity award program for 2020, as required under the Merger Agreement, we made one-time grants of Founder RSUs to our named executive officers. As a result, the reported amounts in the Summary Compensation Table below are higher than the value of the annual equity grants that we anticipate will be made on a going forward basis.

As described above, the grant date value of the equity awards for our CEO reported in the Summary Compensation Table for 2020 is $14,007,999, whereas the target grant date value for equity awards granted to him in 2021 is $4,000,000.

Even though most of the equity awards granted in 2020 were required by the Merger Agreement, the Compensation Committee believes that the time-vesting equity awards held by our executive officers are appropriate at this stage of being a newly public operating company, since the value of the awards will align directly with our stockholders’ return through our stock price performance, which in turn depends on our sustainable operational and financial performance, thereby discouraging excessive risk-taking. In addition, the Company benefits from the retention provided through multi-year vesting.

The Founder RSUs were originally to be granted following completion of the Business Combination, as disclosed publicly in our merger-related documents. After the onset of the pandemic, with the support of the management team, a decision was made to delay the grants to executive officers until the economic uncertainty for our stockholders and other employees as a result of the pandemic had subsided. After further consideration over the following months and once our factories were back up and running, the grants were ultimately made in August 2020. The number of RSUs granted to each named executive officer was determined based on the aggregate value per person agreed to prior to the Business Combination divided by the $10 PIPE Investment Price, in order to honor the intention of the original deal. However, the amount set forth in the Summary Compensation Table is based on the closing stock price on the grant date of $15.76 per share. For example, the originally committed value to our CEO was $8,000,000, while the grant date fair value in the Summary Compensation Table is $12,608,000.

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Vertiv’s tax-qualified employee savings and retirement plan (the “401(k) Plan”) covers certain full- and part-time employees in the United States, including our U.S.-based NEOs. Under the 401(k) Plan, employees may elect to reduce their current compensation up to the statutorily prescribed annual limit and have the amount of such reduction contributed to the 401(k) Plan. The Board believes that the 401(k) Plan provides an important and highly valued means for employees to save for retirement. Vertiv provides a match of 50% of the first 6% of the named executive officers’ eligible base salary, except that this match was suspended during a portion of 2020. Our eligible NEOs each participated in the 401(k) Plan on the same terms as Vertiv’s other employees in 2020.

Mr. Liang participates in Vertiv’s Hong Kong defined contribution Occupational Retirement Scheme Ordinance (the “ORSO”), which is a retirement program available to Vertiv’s Hong Kong employees generally, including Mr. Liang. Under the ORSO, a participant contributes 5% of his or her base salary and Vertiv contributes an amount equal to 10% of the participant’s base salary to the ORSO. In accordance with regulations and local practice, individuals with service in Vertiv of more than 10 years, such as Mr. Liang, may withdraw all contribution amounts attributable to both employee and employer contributions upon a termination of employment for any reason.

The protection of competitive and confidential information and the retention of top talent are of the utmost importance to Vertiv. For this reason, Vertiv’s named executive officers are subject to confidentiality, non-compete and non-solicitation covenants. Each named executive officer (other than Mr. Liang) is subject to our Executive Employment Policy and our “double-trigger” Executive Change of Control Plan, and Mr. Liang has signed an employment agreement, in each case that provide for severance benefits following a qualifying termination of employment, which is intended to alleviate concerns about job security that could affect performance and keep the named executive officers focused on their day to day responsibilities. Estimates of the value of the benefits potentially payable under these arrangements that may be triggered upon a termination of employment or a change-in-control are set out below under the caption “Potential Payments upon Termination or Change-in-Control.” Under the terms of Mr. Liang’s letter agreement, dated November 22, 2018, with Vertiv (Hong Kong) Holdings Limited, if Mr. Liang’s employment was terminated other than by Vertiv for cause, he would be entitled to six months’ notice or payment in lieu of notice. Mr. Liang’s letter agreement subjects him to a confidentiality provision and one-year post-termination non-competition and non-solicitation covenants.

All of the named executive officers in the United States were eligible for coverage under Vertiv’s health insurance programs, including medical, dental and vision, a health savings account and flexible spending accounts. Additionally, the named executive officers were eligible for life insurance, short- and long-term disability benefits and paid time off.

Starting in 2021, we have entered into a time-sharing agreement with our CEO pursuant to which he will reimburse us for the variable costs associated with personal use of our chartered aircraft, above a $100,000 threshold. Permitting our CEO to use the private aircraft for personal use provides Vertiv the benefit of increased efficiency, security and health protections to our CEO. During 2020, we permitted our CEO and other officers to use a chartered aircraft for business purposes. In some cases, trips with a business purpose may be deemed to have a personal benefit under SEC disclosure rules, such as due to their home locations, but where their physical presence was important, particularly in the lead-up to the closing of the Business Combination. In the interests of full disclosure, costs of such trips that may be deemed to have a personal benefit are included in the Summary Compensation Table.

Under Mr. Liang’s employment agreement, Vertiv provided him reimbursement for fees paid in connection with the filing of his U.S. and Hong Kong tax returns and other items described in the footnotes to the Summary Compensation Table.

Peer Group Companies

The Compensation Committee believes that we should provide market-competitive pay, with higher amounts based on tenure, job responsibilities and performance, and that long-term incentive compensation should be a significant component of executive compensation. For 2020, our compensation represented a higher percentage than it may in the future because the Founder RSUs represented a higher amount than expected annual equity awards, plus we made one-time transaction-related cash payments. The Compensation Committee expects to review annual benchmarking using a peer group representing a set of companies in the industries in which we compete.

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Prior to the Business Combination, data from a peer group was one component considered by the pre-Business Combination Board of Directors of the Vertiv business in setting compensation for 2020. Although we no longer use this peer group, we are listing the companies below because it was used in developing 2020 compensation. This peer group included 20 companies with revenue scopes between $2.2 billion and $6.6 billion from the Industrial Machinery, Communication Equipment, Electrical Components & Equipment industries, as listed below. The data showed that, at the end of 2019, Vertiv aligned to the 2020 peer group at the 59th percentile in terms of revenue. Radford and Willis Towers Watson surveys were also considered for comparisons covering our size and scale, growth profile, specific industry and broad labor market.

In 2020, the Compensation Committee worked with management to align the peer group to better represent similar companies in terms of size, industry, revenue and market cap, with a focus on a method for considering other companies that are subject to the same impacts in our market and industry. As a result, the Current Peer Group adopted in July 2020 for purposes of benchmarking our compensation generally and evaluating 2021 compensation consists of the following companies, which we have broken into two subgroups solely for the purpose of explaining how we developed the peer group:

Compensation Risk Assessment

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

Tax and Accounting Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), denies a publicly-traded corporation a federal income tax deduction for remuneration in excess of $1 million per year per person paid to executives designated in Section 162(m) of the Code, including, but not limited to, its chief executive officer, chief financial officer and the next three highly compensated executive officers. We believe that we should not be constrained by the requirements of Section 162(m) where those requirements would impair our flexibility in attracting and retaining the highest level of talented and experienced executive officers and in compensating our executive officers in a manner that best promotes our mission and strategic objectives. As such, we have not adopted a policy that requires that all compensation be deductible. The accounting impact of our executive compensation program is one of many factors that may be considered in determining the size and structure of our executive compensation program.

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Stock Ownership Guidelines for Company Officers and Directors

Pursuant to the policy adopted on February 7, 2020, our directors, named executive officers and other designated individuals are expected to own Company stock based on the following multiple-of-salary ownership threshold guidelines.

Directors and officers are expected to comply with the multiple-of-retainer/salary stock ownership guidelines by the later of 5 years from appointment to the relevant officer role or February 7, 2025. Additionally, if an executive officer is promoted to a higher level, that person will only have three (3) years to achieve the higher stock ownership guideline (or if later, February 7, 2025). Once the individual has acquired a number of Company shares that satisfies the ownership multiple, such number of shares shall represent that person’s minimum ownership requirement (even if that person’s salary increases or the fair market value of such number of shares subsequently falls below the required ownership multiple) until (in the case of an executive officer) such person is promoted to a higher level.

For purposes of satisfying the requirements of the stock ownership guidelines, ownership includes stock owned privately, shares (or equivalent shares) awarded to, or purchased by, an officer or director pursuant to a qualified or non-qualified benefit or savings plan, or shares acquired on exercise of stock options or settlement of vested RSUs. Stock option awards that have been granted but have not yet been exercised, and unvested RSUs, do not count toward meeting the minimum ownership requirements. Insiders may only sell Company stock during open window periods under the Company Securities Trading Policy and must notify and receive clearance prior to executing any stock sales or option exercises.

Compensation Committee Interlocks and Insider Participation

None of the directors who are currently or who were members of our Compensation Committee during 2020, are either currently, or have been at any time, an officer or employee of the Company. None of our executive officers currently serves, or served during 2020, as a member of the Board or Compensation Committee of any entity while one or more of its executive officers was serving as a member of our Board or Compensation Committee. See the section titled “Certain Relationships and Related Person Transactions” for information about related party transactions.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained herein with management. Based on its review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

The Compensation Committee

Roger Fradin, Chair

Joseph van Dokkum

Steven S. Reinemund

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COMPENSATION TABLES

Summary Compensation Table

The following table shows compensation of our named executive officers for fiscal years 2020, 2019 and 2018.