VERTIV HOLDINGS CLASS A (VRT)
Sector: Industrials
2026 Annual Meeting Analysis
VERTIV HOLDINGS CLASS A · Meeting: June 17, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
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.
Say on Pay
✓ FORCEO
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 Ratification
✓ FORAuditor
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.
Overall Assessment
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.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing