Proxy Statement (Form DEF 14A)

Vertiv Holdings Co

505 N. Cleveland Avenue

Westerville, Ohio 43082

April 24, 2026

David M. Cote

Executive Chairman of the Board

Notice of Annual Meeting of Stockholders

To be held on June 17, 2026

11:00 a.m. (ET)

Election of Directors. Elect eleven director nominees to our Board of Directors, each for a term of one year expiring at the 2027 annual meeting of stockholders and until such director's successor has been duly elected and qualified;

Say-On-Pay. Approve, on an advisory basis, the 2025 compensation of our named executive officers as disclosed in the accompanying proxy statement; and

Independent Auditor. Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Stephanie L. Gill

Chief Legal Officer and Corporate Secretary

PROXY SUMMARY

GENERAL INFORMATION

PROPOSAL 1:  ELECTION OF DIRECTORS

Nominees for Election

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Composition

Director Independence

Board of Directors Leadership Structure

Board of Directors Role in Risk Oversight

Attendance at Board of Directors and Committee Meetings and Annual Meeting

Board Committees

Policy Regarding Director Nominations

Communication with the Board of Directors

Code of Conduct

Director Compensation

Insider Trading Policy for Employees, Officers and Directors; Prohibition on Hedging

DIRECTORS AND EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

COMPENSATION TABLES

Summary Compensation Table

Grants of Plan-Based Awards in Fiscal 2025

Understanding Our Summary Compensation Table and Grants of Plan-Based Awards in Fiscal 2025 Table

Outstanding Equity Awards at 2025 Fiscal Year-End

Option Exercises and Stock Vested During Fiscal 2025

Potential Payments Upon Termination or Change in Control

CEO Pay Ratio

Pay versus Performance

Equity Compensation Plan Information

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

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

INFORMATION REGARDING INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Pre-Approval Policy

Fees

Audit Fees

Audit-Related Fees

Tax Fees

All Other Fees

AUDIT COMMITTEE REPORT

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions Policies and Procedures

Business Combination

Other Related Party Transactions

Delinquent Section 16(a) Reports

ADDITIONAL INFORMATION

List of Stockholders of Record

Submission of Stockholder Proposals at Next Year's Annual Meeting

Consideration of Stockholder-Recommended Director Nominees

Stockholder Communications with the Board of Directors

Note About Forward-Looking Statements

ANNEX A  NON-GAAP FINANCIAL MEASURES

Reconciliation of Non-GAAP Financial Measures

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DAVID M. COTE

Age: 73

Director Since: 2020

Director and Executive Chairman of the Board

Background:

Mr. Cote has served as our Executive Chairman of our Board of Directors since February 7, 2020. From April 2018 until the Business Combination (defined below), Mr. Cote served as Chief Executive Officer, President and Secretary, and Chairman of the Board of Directors of GSAH (defined below). Mr. Cote served as Chairman and Chief Executive Officer of Honeywell from July 2002 to March 2017. Most recently, Mr. Cote was Executive Chairman of the Board at Honeywell until April 23, 2018. He joined Honeywell as President and Chief Executive Officer in February 2002. Prior to joining Honeywell, he served as Chairman, President and Chief Executive Officer of TRW Inc., a provider of products and services for the aerospace, information systems and automotive markets, from August 2001 to February 2002. From February 2001 to July 2001, he served as TRW's President and Chief Executive Officer and from November 1999 to January 2001 he served as its President and Chief Operating Officer. Mr. Cote was Senior Vice President of General Electric Company and President and Chief Executive Officer of GE Appliances from June 1996 to November 1999. Mr. Cote was a director of the Federal Reserve Bank of New York from March 2014 to March 2018, as well as a director of Juniper Industrial Holdings, Inc. from March 2020 until its merger with Janus International Group Inc. in June 2021. Mr. Cote currently serves as the executive chairman of the board of directors of GPGI, Inc. (NYSE: GPGI) (formerly CompoSecure, Inc.) since September 2024 and Resolute Holdings Management, Inc. (NYSE: RHLD) since February 2025.

Qualifications:

Mr. Cote was selected to serve on our Board due to his significant leadership experience and his extensive management and investment experience, including in the industrial sector.

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GIORDANO ALBERTAZZI

Age: 60

Director Since: 2023

Director and Chief Executive Officer

Background:

Mr. Albertazzi has served as our Chief Executive Officer and as one of our directors since January 1, 2023. Previously, he served as our Chief Operating Officer from October 2022 until January 2023, President, Americas from March 2022 until July 2023 and as President of Europe, Middle East and Africa from February 2020 until March 2022. From 2016 until the Business Combination in February 2020, 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 until he was promoted in 2014 to Vice President Sales. Mr. Albertazzi serves on the board of trustees of the Columbus Symphony Orchestra, Inc. since December 2024. Mr. Albertazzi holds a bachelor's degree in mechanical engineering from the Polytechnic University of Milan and master's degree in management from Stanford Graduate School of Business.

Qualifications:

Mr. Albertazzi was selected to serve on our Board due to his extensive knowledge of the data center industry and his more than 25 years of employment in a wide range of leadership, sales and operations roles and responsibilities with Vertiv.

JOSEPH J. DEANGELO

Age: 64

Director Since: 2022

Director

Background:

Mr. DeAngelo has served as one of our directors since October 3, 2022. Mr. DeAngelo served as Chairman of the Board, President and Chief Executive Officer of HD Supply Holdings, Inc., one of the largest industrial distributors in North America, beginning March 2015, President and Chief Executive Officer beginning January 2005, and was a member of HDS's board beginning August 2007, serving in each position until the closing of the acquisition of HDS by The Home Depot (NYSE: HD) during 2020. Mr. DeAngelo served as Executive Vice President and Chief Operating Officer of The Home Depot during 2007. From 2005 to 2006, he served as Executive Vice President of HD Supply. In 2005, Mr. DeAngelo served as Senior Vice President, Home Depot Supply, Pro Business and Tool Rental, and from 2004 through 2005, he served as Senior Vice President, Pro Business and Tool Rental. Mr. DeAngelo previously served as Executive Vice President of The Stanley Works, a tool manufacturing company, from 2003 through 2004. From 1986 until 2003, Mr. DeAngelo held various positions with General Electric ("GE"). His final position with GE was President and Chief Executive Officer of General Electric TIP/Modular Space, a division of General Electric Capital. Mr. DeAngelo holds a bachelor's degree in accounting and economics from the State University of New York at Albany. Mr. DeAngelo serves as a director of GPGI, Inc. (NYSE: GPGI) (formerly CompoSecure, Inc.) since September 2024, where he is the chair of the audit committee and serves on the nominating and corporate governance committee, and as a director of Resolute Holdings Management, Inc. (NYSE: RHLD) since February 2025, where he is the chair of the audit committee and serves on the nominating and governance committee. Further, Mr. DeAngelo serves as a director of Combat Marine Outdoors, Inc. (CMO) since 2016 and the STAR Network since December 2024. Mr. DeAngelo served on the board of directors of Owens-Illinois, Inc. from May 2016-July 2017, on the board of trustees of the Shepherd Center Foundation 2016-2020, and CEO Advisory Council of the Cristo Rey Atlanta Jesuit High School 2016-2020.

Qualifications:

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

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JOSEPH VAN DOKKUM

Age: 72

Director Since: 2020

Director

Background:

Mr. van Dokkum has served as one of our directors since February 7, 2020. Mr. van Dokkum is senior advisor and co-founder of Imperative Science Ventures, a venture capital firm focused on science breakthroughs since 2019. 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 Raytheon Technologies Corporation (NYSE: RTX) (formerly, United Technologies Corporation), 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 has served on the boards of Ndustrial since 2017, where he is a member of the finance committee and Imperative Ventures since 2019, and served as a director on the boards of Solidia Technologies from 2011 until his retirement in December 2021 and Ionic Materials, Inc. from 2013 through 2024. 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.

ROGER FRADIN

Age: 72

Director Since: 2020

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 M.B.A. and B.S. degrees from The Wharton School at the University of Pennsylvania, where he has also served as a member of the faculty. Mr. Fradin has served as the chairman of Victory Innovation, a Carlyle Group company, and a director of L3Harris Technologies Inc. (NYSE: LHX) since 2016, Janus International Group Inc (NYSE: JBI) since 2021, where he has served as Vice Chairman from July 2023 until his appointment to Chairman of the Board of Directors in January 2024, and Resolute Holdings Management, Inc. (NYSE: RHLD) since February 2025, where he is the chair of the compensation committee and serves on the audit committee. Mr. Fradin was formerly a director of CompoSecure, Inc. (now GPGI, Inc.) (NYSE: GPGI) from September 2024 to February 2025, Resideo Technologies Inc. (NYSE: REZI) from 2018 to 2024, MSC Industrial Direct Co., Inc. (Nasdaq: MSM) from 1998 to 2019, Pitney Bowes Inc. (NYSE: PBI) from 2019-2021, and Juniper II Corporation (NYSE: JUN) from 2021-2022.

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.

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JAKKI L. HAUSSLER

Age: 68

Director Since: 2022

Director

Background:

Ms. Haussler has served as one of our directors since August 8, 2022. Since June 2019, Ms. Haussler has served as the Non-Executive Chairman of Opus Capital Management LLC, an investment advisory firm that she co-founded in 1996. Prior to serving as the Non-Executive Chairman, Ms. Haussler was the Chief Executive Officer of Opus Capital Management LLC from 1996 until 2019. Ms. Haussler serves on the board of directors of Service Corporation International (NYSE: SCI) since May 2018, where she serves on the audit committee and as the chair of the investment committee, and Ingram Micro Holding Corporation (NYSE: INGM) since October 2024, where she serves on the nominating and corporate governance committee. Further, Ms. Haussler serves as a director and a trustee of the Morgan Stanley funds, where she serves as the chair of the audit committee and a member of the equity committee. Ms. Haussler is a former director of Barnes Group Inc. serving from July 2021 until its acquisition by Apollo Global Management in January 2025, where she served on the compensation and management development committee, and Cincinnati Bell Inc., serving from 2008 until its acquisition by Macquarie Infrastructure Partners Inc. in 2021, where she served as chair of the audit and governance committees. She has an extensive financial background, having served in a variety of leadership positions in the investment community, including as managing director of Capvest Venture Fund LP from 2000 to 2011, and partner at both Adena Ventures LP from 1999 to 2010 and Blue Chip Venture Company from 1993 to 1995. Ms. Haussler, a former certified public accountant, holds a bachelor's degree in accounting from the University of Cincinnati and a juris doctor from Salmon P. Chase College of Law at Northern Kentucky University.

Qualifications:

Ms. Haussler was selected to serve on the board due to her extensive experience in management and accounting along with her financial expertise.

JACOB KOTZUBEI

Age: 57

Director Since: 2020

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 Co-President of 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 Ryerson Holding Corporation (NYSE: RYI) since 2010, Ingram Micro Holding Corporation (NYSE: INGM) since October 2024, where he serves as the chair of the compensation committee, and McGraw Hill, Inc. (NYSE: MH) since July 2025, where he serves on the compensation committee. Mr. Kotzubei is a former director of Key Energy Services, Inc. (NYSE: KEG) (2016 to February 2022) and Verra Mobility Corporation (NASDAQ: VRRM) (2018 to 2021). 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.

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MATTHEW LOUIE

Age: 48

Director Since: 2020

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 currently serves on the board of directors of Ingram Micro Holding Corporation (NYSE: INGM) since October 2024, where he serves as the chair of the nominating and corporate governance committee and McGraw Hill, Inc. (NYSE: MH) since July 2025, where he serves as the chair of both the nominating and corporate governance committee and the compensation committee. Mr. Louie holds undergraduate degrees in both economics as well as political science from Stanford University and an 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.

KRISHNA MIKKILINENI

Age: 66

Director Nominee

Background:

Dr. Mikkilineni currently serves as General Partner of StartupXseed, a deep-tech venture fund, and as Co-Founder of The GAIN, a startup accelerator, roles he has held since 2019 and in which he has been instrumental in funding and growing 30 technology-driven startup companies. Prior to May 2019, Dr. Mikkilineni served in various roles of increasing seniority at Honeywell International, Inc. for over 33 years, including as global Chief Technology Officer, a role he held for nine years, as global Integrated Supply Chain Operations Officer, a role he held for six years, and as global Chief Information Officer, a role he held for six years. Dr. Mikkilineni currently serves on the board of directors of GPGI, Inc. (NYSE: GPGI) (formerly CompoSecure, Inc.) since September 2024, where he serves as a member of the nomination & governance committee and the audit committee, and Resolute Holdings Management, Inc. (NYSE: RHLD) since February 2025, where he serves as a member of the compensation committee. Dr. Mikkilineni received his Ph.D. in electrical and computer engineering from the University of Florida.

Qualifications:

Dr. Mikkilineni was nominated to serve on our Board due to his extensive leadership and investing experience, technological expertise, as well as his experience growing and expanding new businesses.

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EDWARD L. MONSER

Age: 75

Director Since: 2020

Director

Background:

Mr. Monser has served as one of our directors since February 7, 2020. Mr. Monser formerly served on the board of directors for Air Products & Chemicals, Inc. (NYSE: APD) from 2013 until his retirement in January 2025, where he was the Lead Director and a member of the Governance and the Management Development and Compensation Committees, and formerly served as a director and member of the Audit and Compensation Committees for Canadian Pacific Railway Limited (TSX: CP) (NYSE: CP), serving on the board from 2018 until his retirement in April 2022. 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 is 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.

STEVEN S. REINEMUND

Age: 78

Director Since: 2020

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), where he served as presiding director, from 2007 to 2020, Marriott International, Inc. (Nasdaq: MAR), where he served as chair of the compensation committee, from 2007 to 2020, Chick-fil-A from 2015 to 2021, GS Acquisition Holdings Corp. II from 2020 until its merger with Mirion Technologies in October 2021, and Kohana Coffee Holdings, where he served as chairman, from 2021 to 2022. Further, Mr. Reinemund previously served as a director and chair of the compensation committee of Walmart Inc. (NYSE: WMT) from 2010 to 2022, and a director and chair of the audit committee of Catalyst Partners Acquisition Corp (NASDAQ: CPARU) from 2021 to 2023. Mr. Reinemund currently serves on the board of directors of McGraw Hill, Inc. (NYSE: MH) since July 2025, where he serves on the audit committee and the compensation committee, and 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.

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Board of Directors

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

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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 three meetings.

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;

reviewing the performance of the independent auditors, including the lead partner of the independent auditors, and making 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);

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evaluating 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 monitoring 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, (1) our annual audited financial statements and quarterly financial statements; (2) major issues regarding accounting principles and financial statements presentations, including any significant changes in our selection or application of accounting principles; (3) any analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative generally accepted accounting principles methods on our financial statements; (4) the Audit Committee's level of involvement and interaction with our internal audit function, including the Audit Committee's line of authority and role in appointing and compensating employees in the internal audit function; (5) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements; and (6) 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 Audit Committee, the independent auditors and management, including providing such parties with appropriate opportunities to meet separately and privately with the Audit Committee on a periodic basis;

pre-approving the hiring and termination of the key leaders in our financial organization, meaning the Chief Financial Officer and internal audit manager;

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;

reviewing our programs to monitor compliance with our Code of Conduct and addressing any ethical complaints against our directors and officers, including establishing procedures to anonymously receive complaints;

reviewing on an annual basis, a report on expenses incurred by our officers in connection with activities conducted on our behalf, including use of private air travel by any director, officer, or employee; 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.

reviewing at least annually our executive compensation plans and the goals and objectives of such plans, and, if the Compensation Committee deems it appropriate, adopting or amending executive compensation plans;

evaluating annually the performance of the CEO in light of our goals and objectives, including the goals and objectives of any executive compensation plans, and determining and approving, and recommending to the Board for approval, the CEO's compensation level based on this evaluation;

evaluating annually the performance of our other executive officers in light of the goals and objectives of any of our executive compensation plans, and either as a Compensation Committee or together with the other independent directors, determining and approving the compensation of such other executive officers;

considering the results of the most recent shareholder advisory vote on executive compensation, and, to the extent that the Compensation Committee deems it appropriate to do so, taking such results into consideration in connection with the review and approval of executive officer compensation;

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

reviewing our incentive-compensation and equity-based compensation plans, approving and amending the plans if deemed appropriate, and reviewing the goals and objectives of the plans;

reviewing compensation arrangements for our employees to evaluate whether incentive and other forms of pay encourage unnecessary or excessive risk taking, and reviewing and discussing, at least annually, the relationship between risk management policies and practices, corporate strategy and our 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 to be included in our annual proxy statement or annual report; and

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

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 of Directors candidates;

reviewing on an annual basis the Board and Board Committee composition and recommending, if necessary, measures to be taken so that the Board, and the respective committees, reflect the appropriate balance of knowledge, experience, skills, expertise, and diversity required for the Board as a whole, and the applicable committee, and otherwise satisfies independence and other requirements of the NYSE;

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

overseeing the annual 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 an annual basis the corporate governance principles adopted by the Board of Directors and recommending any desirable changes to the Board of Directors.

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Chairman of the Board

Committee Chair - Audit

Committee Chair - Compensation

Committee Chair - Nominating and Corporate Governance

Other Board Member

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Name

David M. Cote

Joseph J. DeAngelo

Joseph van Dokkum

Roger Fradin

Jakki L. Haussler

Jacob Kotzubei

Matthew Louie

Edward L. Monser

Steven S. Reinemund

Reflects the cash retainers described above.

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 14 to our audited financial statements for the year ended December 31, 2025. The options reported in this table vest annually over four years following grant, subject to the director's continued service.

On March 7, 2025, these directors received options to purchase 15,000 shares of Class A common stock (46,012 shares in the case of Mr. Cote), with a per share exercise price of $85.04, which was the closing price of our Class A common stock on the grant date. Mr. DeAngelo received an additional number of options in lieu of the $100,000 cash retainer. These options were approved at the first meeting of the Compensation Committee of 2025, consistent with Vertiv's Equity Grant Policy, on March 6, 2025, subject to approval by the Board at a meeting on March 7, 2025, with the grants to be effective on March 7, 2025.

As of December 31, 2025, Mr. Cote, Ms. Haussler, Mr. DeAngelo, and Mr. Van Dokkum held unexercised stock options (vested and unvested) to purchase 543,838, 46,886, 79,170, and 137,294 shares, respectively, and each of the other non-employee directors held unexercised stock options (vested and unvested) to purchase 175,941 shares. The foregoing includes options held by family trusts.

This column requires reporting the amount of other compensation, including personal benefits or perquisites that exceed $10,000 in the aggregate. This table excludes reimbursements for expenses incurred in attending Board and Committee meetings or performing other services in their capacities as directors. The amount reported reflects the aggregate incremental cost to the Company of the use of the Company's chartered aircraft for travel that may be deemed to include a personal benefit. 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.

-  2026 Proxy Statement

Name

David M. Cote

Giordano Albertazzi

Joseph J. DeAngelo

Joseph van Dokkum

Roger Fradin

Jakki L. Haussler

Jacob Kotzubei

Matthew Louie

Edward L. Monser

Steven S. Reinemund

Scott Armul

Craig Chamberlin

Stephanie Gill

Michael Giresi

Anders Karlborg

Frank Poncheri

Paul Ryan

Anand Sanghi

Wei Shen

Biographical information for each of our directors is set forth under "Proposal 1: Election of Directors-Nominees for Election" above.

-  2026 Proxy Statement

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-  2026 Proxy Statement

Giordano Albertazzi

Chief Executive Officer

Craig Chamberlin

Chief Financial
Officer*

Anand Sanghi

President, Americas

Stephanie Gill

Chief Legal Officer

Scott Armul

Chief Product & Technology Officer

Mr. Chamberlin became Chief Financial Officer on November 10, 2025. Our former Chief Financial Officer, David Fallon, is also an NEO for 2025.

Pay for performance. Our CEO's pay opportunities primarily consisted of performance-based compensation, particularly equity compensation in the form of stock options that have value only if our stock price increases following the grant date along with an opportunity to earn a cash bonus based on performance.

Continued impact of our strategic performance equity awards. Our strategic performance equity awards, initially granted in late 2022, continued to drive performance in 2025. These strategic performance equity awards will be eligible for cliff vesting in January 2027 based on the actual achievement of the stretch annual financial performance goals from 2023 through 2025. For the 2025 performance period, we exceeded the goal, resulting in 220% of the third and final tranche being earned, as further described below. The Compensation Committee continues to believe that the challenging annual performance goals, together with cliff vesting on January 1, 2027 subject to continued employment, were important components of the program to encourage long-term continuity in management and to encourage focus on our operational goals over the three-year performance period. There is no payment on these awards before the vesting date for an earlier termination without cause or resignation for good reason, other than a termination in connection with a change in control or, to the extent already earned based on performance results, on death or disability. Given the conclusion of the performance periods, the Compensation Committee has decided to implement a similar long-term performance equity program in 2026 based on earnings per share (EPS), which is described in further detail below.

Annual bonus payouts reflecting strong performance. As further described below, bonus payouts for our NEOs were paid above target as a result of our strong financial performance in 2025, including achievement of results above our financial targets.

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Year-over-year revenue growth. End-market demand remained strong with net sales up ~28% (to ~$10.2 billion) versus prior year, and organic net sales growth⁽¹⁾ of 26%.

Very strong backlog. Backlog continued to be strong increasing to ~$15.0 billion at the end of December 2025, increasing ~109% versus prior year.

Increased investment in engineering, research and development. We continued to invest in new product development with ER&D spending of ~$442 million in 2025 (~4.3% of revenue).

Profitability. Full year net income was ~$1,333 million, operating profit was ~$1,830 million and adjusted operating profit⁽¹⁾ was ~$2,090 million. Full year 2025 operating margin was ~18% and adjusted operating margin was ~20%, an increase of ~1% versus prior year.

Inflation mitigation. The Company continued its efforts to manage and mitigate inflationary pressures and shortages in materials and labor in 2025 by continued focus on, and implementation of, supplier resiliency programs, alternative supplier qualifications and engineering redesign initiatives.

Adjusted free cash flow. 2025 net cash provided by operating activities was ~$2,114 million, an increase of ~$795 million (or 60%) versus the prior year. Adjusted free cash flow⁽¹⁾ for 2025 was ~$1,888 million, an increase of ~$753 million (or 66%) versus the prior year primarily driven by higher adjusted operating profit and benefits from working capital and other, offset by higher cash taxes. Liquidity⁽²⁾ at the end of the fourth quarter 2025 remained strong at ~$2.6 billion, including ~$1.7 billion of cash, ~$0.1 million in short-term investments and $784 million of availability under the asset-based lending (ABL) facility.

Strong financial performance. 2025 was a continuation of the Company's unwavering dedication and focus on operational excellence and execution, technology innovation and capacity growth and expansion, and high-performance culture, culminating in a historic financial performance across all of the Company's financial metrics. While these are all indicators of growth, operational improvements and execution by the Company in 2025, we continue to strive to improve our Vertiv Operating System (VOS) across our organization to implement best practices and process improvements and efficiencies across our global organizations to more effectively and efficiently manage our business, our operations, and our costs while aiming to deliver short and long-term value for our stockholders.

See Annex A for reconciliations of and information regarding the non-GAAP metrics.

Liquidity is calculated as cash and cash equivalents, short-term investments, and availability under the ABL Revolving Credit Facility as of December 31, 2025.

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Excludes our new CFO given his start date late in the year. Long-Term Incentive reflects equity awards actually granted during 2025, not any modifications, and does not include the one-time performance equity award to Mr. Armul.

Base Salary (as of 12/31/25)

Target Cash Bonus (as % of Base Salary)

Actual Cash Bonus (for 2025 performance)

Approximate Grant Date Fair Value of Annual Equity Awards Granted

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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 described under "Stock Ownership Guidelines for Company Officers and Directors." Further, the Company adopted a "no sale" restriction that restricts an executive officer from selling stock until such officer has met or exceeds ownership guidelines. All of our executive officers and directors have met or are on their way to meeting these guidelines within the applicable period.

Clawback policy. Under our clawback policy, our Board will seek to recover incentive compensation from an executive officer on a no-fault basis in the event of an accounting restatement as a result of the Company's material non-compliance with any financial reporting requirement.

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

Alignment with stockholders' interests. Our incentive program aligns with stockholder interests by heavily weighting incentives in favor of long-term equity awards. In particular, stock options are performance-based because they have value only if our stock price increases.

Emphasis on variable cash pay. A significant portion of our executives' cash compensation opportunity was performance-based, tying to near-term objectives and actual performance that we believe align with long-term growth. The target bonus for our CEO for 2025 was 150% of salary so that more than half of the CEO's target cash compensation is directly dependent upon performance. Our actual bonus payouts for 2025 reflected our strong financial performance as discussed above.

-  2026 Proxy Statement

Only "double-trigger" executive change-in-control benefits. We do not provide "single-trigger" change-in-control benefits to executive officers; instead, we only provide "double-trigger" benefits, which generally means the executive needs to have a qualifying termination event (e.g., termination without cause or resignation by the executive for good reason) to receive a change-in-control benefit.

No 280G gross-ups. We have not agreed to provide our executive officers, including any NEO, with a "gross-up" or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Section 280G (related to a change-in-control) of the Code.

Use of peer group data. Our Compensation Committee has developed and updated a peer group to provide an additional measure of comparison in its review of compensation.

Avoid excessive risk taking. Based upon a risk assessment, our Compensation Committee determined that our compensation policies do not encourage excessive or unnecessary risk-taking.

Base Salary
(page 32)

Vertiv Incentive Plan ("VIP")
(pages 33-34)

Long-Term Incentive Compensation
(pages 34-36)

Retirement, Termination/CIC and Other Benefits
(page 36)

-  2026 Proxy Statement ^| 31

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Financial Performance Goals. In early 2025, the Compensation Committee approved Adjusted Operating Profit ("AOP") and Adjusted Free Cash Flow (each as defined below) as financial metrics (and, where applicable, for regions and segments) for purposes of bonuses under the VIP. At that time, the Compensation Committee determined that it was also appropriate to retain the ability to take into account individual and other business performance measures in approving the final individual payout level.

Financial Performance Results. In early 2026, the Compensation Committee reviewed our financial results against the previously approved financial metrics established for purposes of the 2025 VIP and against our prior year's performance in determining an overall result of 135%.

Results Significantly Above Challenging Targets. As shown in the table below, our AOP results of approximately $2,090 million and Adjusted Free Cash Flow of approximately $1,888 million significantly exceeded the target levels for each metric set for purposes of the VIP, which had been set as very challenging goals that exceeded our 2024 actual performance levels, which were our highest results to date.

Results Exceeding Prior Year Results. Our results for 2025 reflected tremendous improvement over 2024, resulting in a year over year increase of approximately 35% in AOP and 66% in Adjusted Free Cash Flow.

Other Financial Performance Considerations. Our historic financial performance also included a significant increase in backlog at year end 2025 to $15,000 million, and a year over year increase of approximately $2,218 million in net sales and approximately $1.35 in adjusted diluted earnings per share, as well as transformative operational execution and growth in our business as described above under "2025 Summary-Financial Results" above.

Segment Financial Performance Results. For our NEOs other than the CEO, the Compensation Committee also reviewed the performance of the individual's segment (that is, region, function or lines of business) where they have responsibility. For Mr. Sanghi, a portion of his bonus reflected how the relevant region (the Americas) performed relative to the same types of financial targets as for the overall goals described above which resulted in an increased payout due to strong regional performance.

Individual Performance Modifier. The Compensation Committee finally considered individual performance based on individual impact to the results of their assigned segment or corporate function. In approving the individual performance factors for our NEOs (other than our CEO), the Compensation Committee focused on recognizing the efforts of individuals who were directly responsible for successful operational execution and performance against the Company's strategic initiatives in particular regions, functions or lines of business. The Committee recognized that Mr. Sanghi drove tremendous acceleration in his second year in the role of President, Americas, establishing the Americas as a primary growth engine, and he led the successful implementation of the systems approach, including SmartRun and OneCore, alongside benchmark-setting sales execution. The Committee believed that these efforts, combined with the strong financial results for the Americas being significantly higher than overall results, merited a payment above the 200% maximum, resulting in the actual payout set forth below. The Committee also approved individual performance modifiers that increased the bonus payment for other NEOs. Ms. Gill's modifier reflected her leadership in the development, implementation, and improvement of various corporate legal and business-related programs and processes, such as commercial contracting initiatives, strategic acquisitions, compliance and governmental relations program, and enhancements of our environmental, health and safety program and intellectual property program, that resulted in significant operational improvements and efficiencies and cost reductions and savings. Mr. Armul's modifier reflected his strong performance in his first year in the role, leading improvements across our technology and innovation development initiatives, advanced research and engineering programs, and product and service offerings, showing an ability to translate strategy across disciplines, and aligning the innovation agenda with Vertiv's short and long-term needs to meet growing customer demands.

CEO Performance. In determining the payout level for our CEO, the Compensation Committee recognized his leadership in guiding us through a year of unprecedented AI and high performance compute adoption, data growth and technology innovations, and the direct impact his strong leadership and focus had on our strategic operational and financial performance. In particular, he led with conviction and was resolute on delivering operational execution and excellence in all areas, particularly strategic acquisitions that enhanced our product and service offerings, technology innovation across our business units, manufacturing and capacity expansions and increased capabilities, supply chain resilience, and other key operations initiatives.

-  2026 Proxy Statement ^| 33

Bonus Payment Details. The table below shows the annual target bonus opportunities for 2025 for each of the named executive officers and the actual payout. The target cash bonus levels (as a percentage of salary at year-end) were set to reflect the executive's relative responsibility for the company's performance and to appropriately allocate the total cash opportunity between base salary and variable incentive-based compensation. Amounts paid to any individual executive officer may range from 0% to 200% of target (or above 200% if approved by the Committee under extraordinary circumstances). As described above, for 2025, the Committee approved an increase in the maximum for each of Mr. Albertazzi and Mr. Sanghi to reflect the exceptional Company, functional and individual performance.

Albertazzi

Chamberlin⁽²⁾

Sanghi

Gill

Armul

Fallon

Amounts were subject to rounding.

Mr. Chamberlin was not eligible for a 2025 VIP bonus, but pursuant to his offer letter, received a $300,000 sign-on bonus.

Mr. Fallon received a pro-rated bonus for 2025 under his Transition Agreement based solely on the financial results.

Adjusted Operating Profit⁽¹⁾

Adjusted Free Cash Flow⁽²⁾

Adjusted Operating Profit was chosen as an important measure of near-term profitability which in turn creates stockholder value. Adjusted Operating Profit represents the Company's operating profit, adjusted to exclude the amortization of intangibles, restructuring costs - global programs, contingent consideration and certain mergers and acquisition costs. See Annex A for a reconciliation of and information regarding this non-GAAP metric.

Adjusted Free Cash Flow was chosen because it reflects cash generated from operations that may be reinvested in our businesses or returned to stockholders. Adjusted Free Cash Flow represents net cash provided by (used for) operating activities adjusted to excluded capital expenditures and investments in capitalized software. See Annex A for a reconciliation of and information regarding this non-GAAP metric.

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Stock options provide the most direct tie to shareholder value realization.

The ultimate value of the options 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 and encouraging operational execution and continual process improvements to drive efficiencies within our operating systems.

The stock options only have value to the executive if the stock price increases after the grant date, meaning both management and the stockholders benefit.

We benefit from the retention value provided through multi-year vesting and long-term exercise period.

The stock options offer complementary incentives to our annual bonus plan, which is based on financial metrics that are set annually, and the cash bonus opportunities already represent a meaningful portion of target compensation.

The stock options also offer complementary incentives to the Strategic Performance Awards that were previously granted, which are full-value awards but will only become earned and vested if we exceed pre-specified financial goals.

Stock options tie to absolute rather than relative value, which is appropriate because our focus is on the benefit to our stockholders.

-  2026 Proxy Statement

2023

2024

2025

The Strategic Performance Awards are settled in shares of our stock to align the management team's interests in stock price appreciation with the interests of our stockholders.

Determination of whether a Strategic Performance Award target is met is done on a purely formulaic basis related to our financial results.

No amount was earned for any year (including 2025) unless Target AOP was met.

We benefit from the retention value provided through cliff-vesting by requiring employment through January 1, 2027 before any amount would vest.

Earned award values were determined annually over a three-year performance cycle to align with long-term financial objectives.

AOP is an important metric because it reflects our operational performance, and our stockholders view it as a key metric for value creation.

The performance levels chosen in late 2022 were intentionally set to be challenging. For example, the goal for 2023 performance was more than twice our actual 2022 results, and the goals for each subsequent year were significantly greater than the target for the prior year. We believe that the actual earned amounts are reflections of our strong performance over this time period.

2026 (target EPS of $6.25),

2027 (target EPS of $8.15), and

2028 (target EPS of $10.55).

-  2026 Proxy Statement ^| 35

EPS targets are not adjusted for M&A, share repurchases, etc.

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-  2026 Proxy Statement

Acquired in June 2025

Position

Directors

Chief Executive Officer

NEO

Other Section 16 Officers (reporting to the CEO)

Other Section 16 Officers (not reporting to the CEO)

-  2026 Proxy Statement ^| 37

-  2026 Proxy Statement

Giordano Albertazzi
Chief Executive Officer

Craig Chamberlin
Chief Financial Officer

Anand Sanghi
President, Americas

Stephanie Gill
Chief Legal Officer

Scott Armul
Chief Product & Technology Officer

David Fallon
Former Chief Financial Officer

Name and Principal Position. Mr. Chamberlin was hired as CFO on November 10, 2025.

Equity Grants. The amounts reported in the Option Awards column represent the aggregate grant date fair value of stock options granted in the relevant fiscal year. Assumptions used in calculating these amounts are described in Note 14 to our audited financial statements in our Form 10-K for the year ended December 31, 2025, filed with the SEC. Also see the table entitled "Grants of Plan Awards in Fiscal 2025" below for further information regarding grants made during 2025. The amount for Mr. Fallon also includes $247,701 as a result of the modification of his outstanding options as described in the "Compensation Discussion and Analysis" above. The amounts reported in the Stock Award column generally represent the Strategic Performance Awards granted in the applicable year, valued at target. The amount reported for Mr. Chamberlin in the Stock Award column for 2025 represents RSUs granted in connection with his hiring.

Annual VIP. The amounts reported in this column for 2025 reflect payments under the 2025 VIP, as described in the "Compensation Discussion and Analysis" above. Mr. Chamberlin was not eligible for the 2025 VIP because of his November 2025 start date, but received a cash sign-on bonus, as reported in the Bonus column. Mr. Fallon received a pro-rated payment for the period he served as CFO.

Other Benefits. The amounts shown in this column represent other compensation, including the cost of personal benefits or perquisites (but may exclude those that are less than $10,000 in the aggregate). We maintain arrangements with third-party charter companies for use of chartered aircraft, used primarily for business purposes. If there is personal aircraft usage reported in this table, the amount is based on Vertiv's actual invoiced amount from the charter company for the variable costs incurred on each trip. Because the aircraft is used primarily for business travel, this methodology excludes fixed costs that do not change based on usage, such as depreciation and management fees. To the extent an NEO's spouse or guests accompany the officer when a flight is already going to a specific destination for a business purpose, there is no reported value in the table where there is no aggregate incremental cost to Vertiv.

Giordano Albertazzi. The amount for 2025 reflects travel-related expenses.

Craig Chamberlin. The amount for 2025 reflects (i) relocation benefits, consisting of $6,466 for temporary housing and $2,685 for tax reimbursement on the foregoing, and (ii) $10,500 in Company contributions to applicable retirement plans.

Anand Sanghi. The amount for 2025 reflects (i) $10,088 in Company contributions to applicable retirement plans and (ii) as a result of his accepting a U.S.-based role, tax equalization amounts of $231,242 and tax preparation fees of $1,000.

Stephanie Gill. The amount for 2025 reflects Company contributions to our 401(k) plan.

Scott Armul. The amount for 2025 reflects Company contributions to our 401(k) plan.

David Fallon. The amount for 2025 reflects Company contributions to our 401(k) plan.

-  2026 Proxy Statement ^| 39

Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards⁽²⁾

Giordano Albertazzi

Craig Chamberlin

Anand Sanghi

Stephanie Gill

Scott Armul

David Fallon