Vertiv Holdings Co. Appoints New CFO and Directors

Ticker: VRT · Form: 8-K · Filed: Apr 4, 2024 · CIK: 1674101

Sentiment: neutral

Topics: leadership-change, executive-appointment, board-of-directors

TL;DR

Vertiv just swapped out its CFO and added two board members. Big changes incoming?

AI Summary

Vertiv Holdings Co. announced on March 29, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, David M. Johnson and Michael J. Thompson, and appointed Scott W. Brown as Chief Financial Officer. These changes are effective immediately.

Why It Matters

Changes in key leadership roles like CFO and board composition can signal shifts in company strategy or financial oversight, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in executive and board leadership can introduce uncertainty regarding future strategy and financial management.

Key Players & Entities

FAQ

Who are the newly elected directors at Vertiv Holdings Co.?

The newly elected directors are David M. Johnson and Michael J. Thompson.

Who has been appointed as the new Chief Financial Officer?

Scott W. Brown has been appointed as the new Chief Financial Officer.

When were these changes effective?

The changes were effective as of March 29, 2024.

What was Vertiv Holdings Co.'s former company name?

Vertiv Holdings Co.'s former company name was GS Acquisition Holdings Corp.

What is the principal executive office address for Vertiv Holdings Co.?

The principal executive office address is 505 N. Cleveland Ave., Westerville, Ohio 43082.

Filing Stats: 882 words · 4 min read · ~3 pages · Grade level 13.6 · Accepted 2024-04-04 16:37:34

Key Financial Figures

Filing Documents

From the Filing

vrt-20240329 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 29, 2024 VERTIV HOLDINGS CO Exact name of registrant as specified in its charter Delaware 001-38518 81-2376902 (State or other Jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number) 505 N. Cleveland Ave , Westerville , Ohio 43082 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: 614 - 888-0246 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, $0.0001 par value per share VRT New York Stock Exchange Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers On April 4, 2024, Vertiv Holdings Co (the "Company") announced that Eric M. Johnson, an experienced accounting and finance leader, will join the financial executive team as Chief Accounting Officer, effective on or around April 29, 2024. Mr. Johnson will lead the global accounting organization and be responsible for advancing the Company's accounting and internal financial controls. Mr. Johnson will report directly to the Company's CFO, David Fallon. Scott Cripps, the Company's current Chief Accounting Officer, will depart from this role on that same date, assuming another leadership role within the organization. Mr. Johnson, age 47, brings over 20 years of experience to the Company's financial executive team. He has served in various accounting, FP&A and shared services roles of increasing seniority at Cardinal Health, an American multinational health care services company, since 2004, including most recently as SVP, Global Financial Shared Services from 2020 to 2024. Previously, his roles included VP, Next Generation Finance, from 2019 to 2020, VP, FP&A of Cardinal's Pharmaceutical Segment from 2015 to 2019, and VP, FP&A of the company's Medical Segment from 2011 to 2015. Earlier in his career, Mr. Johnson spent four years with Arthur Andersen LLP, working on behalf of companies in various industries. There are no arrangements or understandings between Mr. Johnson and any other persons pursuant to which he was selected as Chief Accounting Officer. Mr. Johnson has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Johnson has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company, and there are no transactions between Mr. Johnson and the Company that would be required to be reported under Item 404(a) of Regulation S-K. Mr. Johnson will receive an annual base salary and an annual cash bonus opportunity under the Company's Annual Incentive Plan (including, for the 2024 calendar year, a prorated amount from the commencement date of his employment). Mr. Johnson will also be eligible to receive, pursuant to the Company's 2020 Stock Incentive Plan, (i) starting in 2025, an annual equity grant, and (ii) in connection with his appointment, a one-time sign-on equity grant consisting of (x) stock options with a target grant date fair value of $125,000, subject to annual vesting over four years ratably, and (y) restricted stock units with a target grant date fair value of $125,000, subject to vesting after four years of employment. He will also be subject to the Executive Employment Policy of the Company and receive other benefits from the Company, including participation in the Company's 401(k) plan and benefits program; executive severance under the Company's

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