| Item 2.02 | Results of Operations and Financial Condition |
The information set forth in Item 7.01 below related to the press release disclosing certain operational and financial estimated results for the third quarter of 2022 is incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers |
CEO Succession Planning and COO Appointment
On October 3, 2022, Rob Johnson, Chief Executive Officer of Vertiv Holdings Co (the “Company”) announced that he will retire from his position as CEO of the Company for health-related reasons effective as of December 31, 2022. Mr. Johnson will also step down from the Board of Directors effective December 31, 2022. Thereafter, Mr. Johnson will remain as a consultant to the Company for five years, for an annual fee of $20,000.
In connection with Mr. Johnson’s pending retirement, he has entered into an agreement (the “Agreement”) with the Company containing customary restrictive covenants and a release, in return for which he will be eligible to receive a 2022 performance bonus, as determined by the Board, and a lump sum payment of $24,000 intended to cover the cost of continuation of health care benefits for 12 months. If Mr. Johnson complies with his restrictive covenants and the Agreement, the stock options issued to Mr. Johnson in 2020 and 2022 will continue to vest in accordance with their original vesting schedule and will be exercisable for two years following the vesting date (for those options that vest in calendar year 2023) and for one year following each vesting date (for those options that vest in calendar years 2024 through 2026). All other unvested equity, including the unvested options granted in 2021 and any unvested restricted stock units, will be forfeited. These actions are expected to have no significant net impact to adjusted operating profit in the third or fourth quarters after factoring in the accounting for forfeitures of previously issued equity instruments.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, a copy of which will be attached to the Company’s next periodic SEC filing.
The Company has also announced that Giordano Albertazzi, currently serving as President, Americas, has been appointed Chief Operating Officer and President, Americas of the Company effective immediately, and will thereafter assume the role of Chief Executive Officer effective as of January 1, 2023. Mr. Albertazzi will succeed Mr. Johnson on the Board of Directors as of January 1, 2023.
Mr. Albertazzi, age 56, most recently served as President, Americas where he was responsible for the Company’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 roles. He joined Emerson Network Power 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, he was appointed vice president services for the broader Europe, Middle East and Africa region, and in 2014 became vice president sales. From 2016 he served as President of the Company in Europe, Middle East and Africa, until his appointment as President, Americas in March 2022.
In connection with Mr. Albertazzi’s appointments to COO and then CEO, his annual base salary will increase to $900,000 effective as of October 3, 2022 and his target bonus award will be increased to 125% of base salary (with any payout at such level prorated for 2022 from October 3, 2022).
