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)

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

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Vertiv Holdings Co

505 N. Cleveland Avenue

Westerville, Ohio 43082

April 26, 2024

Annual Meeting of Stockholders – June 19, 2024

Dear Stockholder,

On behalf of the Board of Directors of Vertiv Holdings Co (“Vertiv”), I am pleased to invite you to participate in Vertiv’s 2024 Annual Meeting of Stockholders on June 19, 2024, at 11 a.m. Eastern time. The meeting will be virtual and can be accessed via live webcast at the following address www.virtualshareholdermeeting.com/VRT2024.

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

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

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


		Kind regards,


		David M. Cote Executive Chairman of the Board

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Notice of Annual Meeting of Stockholders

To be held on June 19, 2024

11:00 a.m. (ET)

Notice is hereby given that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Vertiv Holdings Co, a Delaware corporation (the “Company,” “Vertiv” or “we”), will be held on June 19, 2024 at 11:00 a.m. (Eastern Time), via live webcast at the following address www.virtualshareholdermeeting.com/VRT2024. We are holding the meeting for the following purposes:

1.	Election of Directors. Elect eleven directors to our Board of Directors, each for a term of one year expiring at the 2025 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 2023 compensation of our named executive officers as disclosed in the accompanying proxy statement; and

3.	Independent Auditor. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

Only stockholders of record as of the close of business on April 22, 2024 (the “Record Date”) will be entitled to virtually attend or vote at the Annual Meeting or any adjournment or postponement thereof. A complete list of these stockholders will be available on the bottom panel of your screen during the meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.

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

The 2024 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/VRT2024. 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 26, 2024





		Stephanie L. Gill Chief Legal Counsel and Corporate Secretary

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These materials were first sent or made available to shareholders on April 26, 2024.

Table of Contents


PROXY SUMMARY			1

GENERAL INFORMATION			6

PROPOSAL 1: ELECTION OF DIRECTORS			10

Nominees for Election			10

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			16

Board Composition			16
Director Independence			16
Board of Directors Leadership Structure			16
Board of Directors Role in Risk Oversight			17
Attendance at Board of Directors and Committee Meetings and Annual Meeting			18
Board Committees			18
Policy Regarding Director Nominations			20
Communication with the Board of Directors			21
Code of Conduct			21
Director Compensation			21

DIRECTORS AND EXECUTIVE OFFICERS			23

EXECUTIVE COMPENSATION			26

Compensation Discussion and Analysis			26

COMPENSATION TABLES			36

Summary Compensation Table			36
Grants of Plan-Based Awards in Fiscal 2023			37
Understanding Our Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2023 Table			38
Outstanding Equity Awards at 2023 Fiscal Year-End			39
Option Exercises and Stock Vested During Fiscal 2023			40
Potential Payments Upon Termination or Change in Control			40
CEO Pay Ratio			43
Pay versus Performance			44
Equity Compensation Plan Information			48

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

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

INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			51

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

AUDIT COMMITTEE REPORT			53

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			54

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			56

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

ADDITIONAL INFORMATION			57

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

ANNEX A NON-GAAP FINANCIAL MEASURES			59

Reconciliation of Non-GAAP Financial Measures			60

- 2024 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 19, 2024 (11:00 a.m. Eastern Time)

• Place:		Virtual Meeting (see www.virtualshareholdermeeting.com/VRT2024)

• Record Date:		April 22, 2024

• 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 eleven directors to our Board of Directors, each for a term of one year expiring at the 2025 annual meeting of stockholders and until such director’s successor has been duly elected and qualified;	FOR (each nominee)	10

➋	Say-on-Pay Approve, on an advisory basis, the 2023 compensation of our named executive officers as disclosed in the accompanying proxy statement; and	FOR	49

➌	Independent Auditor Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.	FOR	50

2023 Performance

After developing a strategic framework in 2022 to strengthen and improve our operational and financial performance, 2023 was a year of transformative growth for our business driven by our relentless pursuit of operational excellence and execution. Throughout 2023, we aggressively focused and executed on our strategic priorities: institutionalizing operational excellence and execution; building a high-performance culture of collaboration, accountability, and innovation; and delivering profitable growth and improved cash flow. Laser focused on operational execution, we continued to implement our Vertiv Operating System, strengthened supply chain resiliency, and significantly expanded and enhanced our manufacturing capacity, footprint and capabilities. Moreover, we collaborated and deepened our relationships with our customers and technology partners to strengthen our market leadership position, doubling down on our efforts to develop and deliver innovative, highly efficient and reliable products and services for our customers today and the next generation of technologies for the future.

With the proliferation of data traffic growth and the credible, unprecedented acceleration and demand for artificial intelligence (“AI”), demand for our products, software, and services remained strong throughout 2023. We delivered profitable growth and improved cash flow, and repeatedly raised and exceeded financial guidance across key financial metrics over the course of the year. Based upon this strong performance, our Board of Directors authorized an increase in our annual cash dividend, as well as our first share repurchase program, as part of our overall capital deployment strategy to provide greater flexibility in returning capital to shareholders.

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By the numbers, we ended 2023 with the strongest financial results in our history, with full year net sales rising 21% over prior year to ~$6.9 billion, record backlog of ~$5.5 billion (an increase of 16% over prior year), operating profit increasing 290% over prior year to ~$872 million, and adjusted free cash flow of ~$778M (up more than $1 billion over prior year). In short, 2023 was a year of operational and financial transformation, culminating in our strongest financial results in history and delivering on our commitments to our employees, customers and shareholders.

Because of the cumulative efforts of all of our employees, and the relentless pursuit of operational excellence, underpinned by having the right leadership in place and the enduring strength of our customer and technology partnerships, we are well positioned for sustained short- and long-term growth and value creation for our shareholders.

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

During 2023, we were laser focused on operational excellence and execution, and building a high-performance culture throughout our company, including operations, manufacturing, supply chain, and other disciplines within our business. In response to the unprecedented growth in data and the increasing demands and acceleration that AI is presenting in our industry, we took focused actions against the strategic framework we laid out in 2022 to improve operational and financial performance, to enhance and expand our capacity and capabilities to meet customer demand, to retain and attract top talent, and to position our business for short- and long-term growth in the face of geopolitical and macroeconomic uncertainty. For example:

✓

Continued Focus on Pay for Performance. As described in more detail in the “Compensation Discussion and Analysis” below, our executive compensation program focused on performance. For example, cash bonus payouts for named executive officers were generally above target due to our strong financial performance in 2023 and achievement of results above our financial targets. We continued to focus on annual equity grants in the form of stock options, which only have value if our stockholders receive value through stock price increases.

✓

Strategic Restricted Stock Equity Awards for Non-Executives. The Compensation Committee authorized our CEO to grant special, strategic Restricted Stock equity awards to certain eligible non-executive employees to incentivize them for the achievement of results above the financial metrics for our annual incentive plan and in recognition of strong 2023 financial performance for the business. These awards were in addition to the cash bonus payouts to


2 ^\|				- 2024 Proxy Statement

eligible employees and were issued in an effort to align with our pay for performance focus and to promote the long-term retention of the business leaders that the Company needs to attain such goals.

✓

Successful Leadership Transition. In January 2023, we successfully transitioned leadership of our business to Giordano Albertazzi, our CEO. As such, our compensation program decisions supported this successful transition, and encouraged Mr. Albertazzi to focus his efforts on key priorities, such as operational excellence and execution, building a high-performance culture, and delivering profitable growth and improved cash flow. See the “Compensation Discussion and Analysis” for more information.

✓

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

✓

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

✓

Attracting and Retaining of Our Workforce Talent. As we continue to position our business for short- and long-term growth, we maintained our focused approach regarding retention of our employee talent pool, and efforts to attract, hire and retain talent, particularly in our engineering, research and development and operations teams. We have continued to grow in a reasonable manner despite a competitive labor environment and rising labor costs in 2023.

✓

Management Focus. Our entire management team, together with our Executive Chairman as further described in the “Board of Directors Leadership Structure” below, is actively involved in setting and implementing our strategic priorities and responding to the opportunities and challenges we faced as a company in 2023.

✓	Price Actions. We continued our relentless focus on pricing actions to mitigate inflationary pressures on materials and labor, and we realized $470 million in price in 2023. Also see other financial highlights in the “Compensation Discussion and Analysis” below.

Compensation Packages Are Strongly Aligned with Stockholder Interests

The following charts show the mix of the primary compensation elements for 2023 for our CEO and our other NEOs, including salary, target annual cash incentive, annual long-term incentive awards granted during the year (in the form of stock options, excluding the one-time performance equity awards)⁽¹⁾ and other benefits. As reflected in the charts below, we have structured executive compensation, particularly for the CEO, to be performance-based and aligned with stockholder value.

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(1)	See the “Compensation Discussion and Analysis—2023 Summary” below for an explanation of amounts excluded from these charts.

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