Sector: Industrials
VERTIV HOLDINGS CLASS A · Meeting: June 17, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Director since 2020 with extensive industrial leadership experience; VRT's 3-year TSR of +2568% vastly outperforms the peer group median of +68.5%, exceeding the 65pp trigger threshold by a wide margin, so no TSR concern applies; holds two outside public board seats (GPGI and RHLD) as a non-CEO director, which is within the four-board limit.
CEO and director since 2023; VRT's 3-year TSR of +2568% massively outperforms the peer group median, so the TSR trigger does not apply; qualifications are directly relevant as a 25-year Vertiv veteran with deep data center industry expertise.
Director since 2022 with extensive industrial distribution and operations leadership experience; TSR trigger does not apply given VRT's exceptional outperformance; serves on two outside public boards (GPGI and RHLD) plus one private board, within policy limits for a non-CEO director.
Director since 2020 with deep energy and industrial technology experience; TSR trigger does not apply given VRT's exceptional peer outperformance; board seat count is within policy limits.
Director since 2020 with deep automation and industrial expertise relevant to Vertiv's business; TSR trigger does not apply; serves on multiple boards (LHX, JBI, RHLD) but none exceed the four-board limit for a non-CEO director.
Director since 2022 with strong financial and accounting expertise (former CPA); serves on audit committee appropriately given her financial background; TSR trigger does not apply; board seat count is within policy limits.
Director since 2020 with private equity, M&A, and capital markets experience relevant to Vertiv's strategic direction; TSR trigger does not apply; serves on three public boards (VRT, RYI, INGM, MH) — this is four total public board seats for a non-CEO director, which reaches but does not exceed the policy limit of four.
Director since 2020 with private equity and operational oversight experience; TSR trigger does not apply; serves on three public boards (VRT, INGM, MH) which is within the four-board limit.
New nominee (not yet a director) with over 33 years of technology leadership at Honeywell including roles as CTO, COO, and CIO — highly relevant qualifications for a data center infrastructure company; exempt from TSR trigger as a new nominee; board seat count is within policy limits.
Director since 2020 with 30+ years of senior operations experience at Emerson, the predecessor company to Vertiv — directly relevant expertise; TSR trigger does not apply; only holds the VRT board seat as an active public company director.
Director since 2020 with broad CEO and board leadership experience; serves as Audit Committee chair and qualifies as a financial expert; TSR trigger does not apply; currently serves on two public boards (VRT, MH) within policy limits.
All eleven director nominees pass policy screens. VRT's extraordinary 3-year TSR of +2568% versus a peer group median of +68.5% — a positive gap of approximately +2500 percentage points — means the TSR underperformance trigger does not come close to firing for any director. No directors are overboarded under policy limits, all attend at least 75% of meetings, audit committee members have appropriate financial expertise, and no familial relationships with senior management were identified. New nominee Krishna Mikkilineni brings directly relevant deep technology leadership experience.
CEO
Giordano Albertazzi
Total Comp
$18,311,719
Prior Support
87%%
CEO total compensation of $18.3 million is elevated but reflects an extraordinary year of performance — net sales up 28% to $10.2 billion, operating profit up 34%, adjusted free cash flow up 66%, and a backlog that more than doubled to $15 billion — all while VRT's stock delivered a 3-year return of over 2500%. The pay mix is strongly performance-oriented: base salary of $1.3 million represents only about 7% of total compensation, with the vast majority tied to stock options (which only have value if the stock price keeps rising) and performance-based cash bonuses tied to measurable financial targets that the company significantly exceeded. The prior year say-on-pay vote received 87% support, well above the 70% threshold, and the compensation structure — including a robust clawback policy, stock ownership requirements, and no single-trigger change-in-control benefits — reflects sound governance practices.
Auditor
Ernst & Young LLP
Tenure
9 yrs
Audit Fees
$6,743,537
Non-Audit Fees
$2,803,469
The non-audit fees (tax fees of $2,740,469 plus audit-related fees of $63,000 = $2,803,469) represent approximately 42% of audit fees ($6,743,537), which is below the 50% threshold that would raise independence concerns. EY has served as Vertiv's auditor since 2016, giving a tenure of approximately 9 years — well below the 25-year threshold that would trigger a No vote. EY is a Big 4 firm appropriate for a $125 billion market cap company.
Meeting held June 17, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Krishna Mikkilineni | 99.0% | 292.4M | 3.1M | ✓ Elected |
| Giordano Albertazzi | 97.5% | 288.1M | 7.3M | ✓ Elected |
| Jakki L. Haussler | 96.0% | 283.6M | 11.8M | ✓ Elected |
| David M. Cote | 90.4% | 267.1M | 28.3M | ✓ Elected |
| Jacob Kotzubei | 86.9% | 256.8M | 38.6M | ✓ Elected |
| Matthew Louie | 85.6% | 252.8M | 42.6M | ✓ Elected |
| Edward L. Monser | 82.9% | 244.9M | 50.6M | ✓ Elected |
| Steven S. Reinemund | 76.5% | 226.1M | 69.3M | ✓ Elected |
| Joseph J. DeAngelo | 74.9% | 221.2M | 74.2M | ✓ Elected |
| Roger Fradin | 70.3% | 207.6M | 87.8M | ✓ Elected |
| Joseph van Dokkum | 54.2% | 160.0M | 135.4M | ✓ Elected |
Say on Pay
For 260.7M · Against 34.3M · Abstain 405,244
Auditor Ratification
For 320.6M · Against 9.6M · Abstain 307,704
Vertiv's 2026 annual meeting presents a straightforward ballot with no contentious proposals — the company's exceptional financial and stock performance in recent years means no TSR-based director concerns arise, the auditor fee structure passes independence screens, and the executive compensation program is strongly performance-linked and well-supported by prior shareholders. All three proposals receive a FOR determination under the applicable voting policy.
20 companies disclosed in 2026 proxy filing
