| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(e) On November 18, 2022, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) and the Board of Vertiv Holdings Co (the “Company”) granted special, one-time long-term performance awards (each, a “Special Performance Award”) under the Company’s 2020 Stock Incentive Plan to certain executives of the Company, including, but not limited to, (i) Giordano Albertazzi, the Chief Operating Officer and President, Americas and incoming Chief Executive Officer, (ii) David Fallon, Chief Financial Officer, (iii) Stephen Liang, Chief Technology Officer, and (iv) Stephanie Gill, Chief Legal Counsel (collectively, the “Executives”).
The Board and Compensation Committee granted the Special Performance Awards to incentivize the executive management team to achieve multi-year key goals for the business and to promote the long-term retention of the business leaders that the Company needs to attain such goals. The Special Performance Awards vest, if earned, over a four-year period subject to the achievement of strategic adjusted operating profit targets in each of 2023, 2024, and 2025 (each, a “Performance Period”) and continued employment with the Company through January 1, 2027 (the “Vesting Date”), with certain limited exceptions. The Company defines “adjusted operating profit” as operating profit (loss), adjusted to exclude amortization of intangibles and certain significant non-recurring expenses (“AOP”).
Under the terms of the awards, each Executive has an opportunity to earn certain amounts (shown at target award levels for each Performance Period): $2,250,000 (Mr. Albertazzi), $1,290,000 (Mr. Fallon), $1,000,000 (Mr. Liang), and $560,000 (Ms. Gill). For the awards to be earned, a target performance goal of the Company’s AOP (“Target AOP”) must be achieved for each Performance Period. Target AOP for each Performance Period will be: (i) 2023: $1,000,000,000, (ii) 2024: $1,400,000,000, and (iii) 2025: $1,750,000,000. The Target AOP is considered to be a stretch goal by the Board, thereby incentivizing management to exceed any AOP outlook that Vertiv has publicly disclosed previously. If Target AOP is not achieved for a Performance Period, no amounts will be earned for such period. In any given Performance Year, each Executive will earn an additional 20% of their respective target award level for each $50 million increment that AOP performance exceeds the Target AOP. After the end of the three Performance Periods, the Compensation Committee and Board will aggregate the dollar amounts earned for each Executive, and such total dollar amount will be converted into a number of restricted stock units (“RSUs”) under the 2020 Stock Incentive Plan (determined by dividing each Executive’s aggregate dollar amount by the closing stock price of the Company’s common stock on the first business day after the release of earnings for fiscal year 2025).
Such RSUs will vest on the Vesting Date, subject to the Executive’s continued employment with the Company through the Vesting Date except in the event of death, disability or a qualifying termination (without cause or for good reason) within two years following a change in control (in circumstances in which the awards are assumed by the acquiror in the transaction). Any amounts earned for completed Performance Periods prior to death or disability will not be forfeited and the Executive (or his or her estate) will be entitled to the related RSUs (but any remaining balance of such awards attributable to current or future Performance Periods will be cancelled and forfeited). In the event of a qualifying termination associated with a change in control, or in the event of a change in control in which the Special Performance Awards are not assumed by the acquiror, the amounts earned will be determined as follows: (i) for any completed Performance Periods, the amount earned will be based on actual AOP performance for such periods and (ii) for current and future Performance Periods, such amounts will be deemed earned at target.
Consistent with the Company’s other equity awards, the Special Performance Awards are subject to (i) forfeiture in the event of a breach of the Executive’s non-competition, non-solicitation, and confidentiality obligations to the Company, and (ii) the Company’s clawback policy.
The foregoing description of the Special Performance Awards does not purport to be complete and is qualified in its entirety by reference to the form of Special Performance Award Agreement, a copy of which is attached hereto as Exhibit 10.1, and the terms of which are incorporated herein by reference.
