Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last four completed calendar years. In determining the “compensation actually paid” (“ ”) to our NEOs, we are required to make various adjustments to amounts that have been previously reported in the Summary Compensation Table in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table.
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Summary Compensation Total for PEO($) (1) |
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Compensation Actually Paid to PEO($) (2) |
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Average Summary Compensation Table Total for Non-PEO NEOs($) (1) |
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Average Compensation Actually Paid to Non-PEO NEOs($) (2) |
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Value of Initial Fixed $100
Investment Based On: |
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Adjusted Operating Profit($) (4) |
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Total Shareholder Return($) (3) |
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Peer Group Total Shareholder Return($) (3) |
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2024 |
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12,276,743 |
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103,652,963 |
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2,244,615 |
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19,771,553 |
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1,033.5 |
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194.9 |
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495.8M |
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1,551.6M |
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2023 |
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6,183,174 |
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49,586,394 |
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2,973,889 |
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16,527,970 |
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436.4 |
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156.5 |
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460.2M |
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1,053.5M |
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2022 |
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8,033,521 |
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(6,564,566 |
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6,546,724 |
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4,820,353 |
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124.1 |
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123.7 |
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76.6M |
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439.2M |
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2021 |
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5,180,837 |
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13,610,394 |
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1,798,692 |
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4,039,817 |
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226.6 |
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153.0 |
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119.6M |
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471M |
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2020 |
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19,627,189 |
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23,693,454 |
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4,876,038 |
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6,048,310 |
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169.4 |
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121.0 |
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(327.3)M |
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342.2M |
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| (1) |
The dollar amounts reported in these columns are, respectively, (y) the amounts of total compensation reported for our Principal Executive Officer (“ ”) and (y) the average of the amounts reported for the Company’s non-PEO named executive officers (“ ”) as a group, in each case as set forth in the “Total” column of the Summary Compensation Table for each applicable year. Our PEO was Mr. Albertazzi for 2024 and 2023 and Rob Johnson for each of 2022, 2021 and 2020. For purposes of calculating the average amounts in each applicable year, the names of each of the Non-PEO NEOs are as follows: Giordano Albertazzi (2022), David Fallon (2024, 2023, 2022, 2021, 2020), Stephen Liang (2023, 2022, 2021, 2020), Anand Sanghi (2024, 2023), Anders Karlborg (2024, 2023), Phil Doherty (2022), Stephanie Gill (2024, 2021), Jason Forcier (2021, 2020) and John Hewitt (2020). |
| (2) |
The dollar amounts reported in these columns represent the amount of “compensation actually paid” in the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to the total compensation for each year to determine the compensation actually paid. Adjusted fair values have been determined using, as applicable, updated stock price and assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. |
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Total from Summary Compensation Table |
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12,276,743 |
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2,244,615 |
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- Amount reported in the Summary Compensation Table for Stock Awards and Option Awards |
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8,211,000 |
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901,233 |
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+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (Including Dividend Equivalents) |
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18,944,250 |
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2,080,283 |
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+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (Including Modifications) |
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50,005,676 |
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11,805,009 |
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- Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year |
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— |
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— |
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+ Fair Value at Vesting Date of Option Awards and Stock Awards Grants and Vested During the Fiscal Year |
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958 |
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572 |
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+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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14,214,336 |
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2,739,841 |
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Compensation Actually Paid |
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103,652,963 |
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19,771,553 |
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| (3) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Peer group TSR shown in the table was based on the index we use for purposes of Item 201(e)(1)(ii) of Regulation S-K. If we used the Compensation Peer Group (with the list of companies provided in the “ Compensation Discussion and Analysis ” above), the peer group weighted TSR for the measurement periods shown in the table would have been 192.5, 167.1, 137.2, 171.7 and 120.8 at the end of 2024, 2023, 2022, 2021 and 2020, respectively. As described in the “Compensation Discussion and Analysis” above, the Compensation Committee made changes to its compensation peer group for 2024 given Vertiv’s sustained growth over the last several years. The results for the prior peer group would have been 177.2, 160.7, 131.8, 153.9 and 115.3 at the end of 2024, 2023, 2022, 2021 and 2020, respectively. |
| (4) |
Dollar amounts reported represent (i) the amount of net income reflected in the Company’s audited financial statements for the applicable year and (ii) the amount of adjusted operating profit ( ”), which is a non-GAAP measure we used under the VIP for 2024. For an explanation and reconciliation of AOP, please see Annex A. |
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| Company Selected Measure Name |
adjusted operating profit (“AOP”)
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| Peer Group Issuers, Footnote |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. Peer group TSR shown in the table was based on the index we use for purposes of Item 201(e)(1)(ii) of Regulation S-K. If we used the Compensation Peer Group (with the list of companies provided in the “Compensation Discussion and Analysis |
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| PEO Total Compensation Amount |
$ 12,276,743
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$ 6,183,174
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$ 8,033,521
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$ 5,180,837
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$ 19,627,189
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| PEO Actually Paid Compensation Amount |
$ 103,652,963
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49,586,394
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(6,564,566)
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13,610,394
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23,693,454
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| Adjustment To PEO Compensation, Footnote |
| (2) |
The dollar amounts reported in these columns represent the amount of “compensation actually paid” in the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to the total compensation for each year to determine the compensation actually paid. Adjusted fair values have been determined using, as applicable, updated stock price and assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. |
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Total from Summary Compensation Table |
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12,276,743 |
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2,244,615 |
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- Amount reported in the Summary Compensation Table for Stock Awards and Option Awards |
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8,211,000 |
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901,233 |
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+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (Including Dividend Equivalents) |
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18,944,250 |
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2,080,283 |
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+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (Including Modifications) |
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50,005,676 |
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11,805,009 |
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- Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year |
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— |
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— |
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+ Fair Value at Vesting Date of Option Awards and Stock Awards Grants and Vested During the Fiscal Year |
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958 |
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572 |
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+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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14,214,336 |
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2,739,841 |
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Compensation Actually Paid |
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103,652,963 |
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19,771,553 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,244,615
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2,973,889
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6,546,724
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1,798,692
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4,876,038
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 19,771,553
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16,527,970
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4,820,353
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4,039,817
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6,048,310
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (2) |
The dollar amounts reported in these columns represent the amount of “compensation actually paid” in the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments set forth below were made to the total compensation for each year to determine the compensation actually paid. Adjusted fair values have been determined using, as applicable, updated stock price and assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. |
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Total from Summary Compensation Table |
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12,276,743 |
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2,244,615 |
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- Amount reported in the Summary Compensation Table for Stock Awards and Option Awards |
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8,211,000 |
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901,233 |
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+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (Including Dividend Equivalents) |
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18,944,250 |
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2,080,283 |
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+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (Including Modifications) |
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50,005,676 |
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11,805,009 |
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- Fair Value at Prior Fiscal Year-End of Stock and Option Awards Forfeited during the Covered Year |
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— |
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— |
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+ Fair Value at Vesting Date of Option Awards and Stock Awards Grants and Vested During the Fiscal Year |
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958 |
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572 |
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+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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14,214,336 |
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2,739,841 |
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Compensation Actually Paid |
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103,652,963 |
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19,771,553 |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
Listed below are the financial and non-financial performance measures which in our assessment represent the most important financial performance measures we use to link compensation actually paid to our named executive officers, for 2024, to Company performance.
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Adjusted Operating Profit (AOP) |
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Metric in VIP and Strategic Performance Awards |
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Adjusted Free Cash Flow |
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Metric in VIP |
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Stock Price |
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Used to determine exercise price of stock options and ultimate realized value of all equity awards |
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| Total Shareholder Return Amount |
$ 1,033.5
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436.4
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124.1
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226.6
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169.4
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| Peer Group Total Shareholder Return Amount |
194.9
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156.5
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123.7
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153
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121
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| Net Income (Loss) |
$ 495,800,000
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$ 460,200,000
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$ 76,600,000
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$ 119,600,000
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$ (327,300,000)
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| Company Selected Measure Amount |
1,551,600,000
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1,053,500,000
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439,200,000
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471,000,000
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342,200,000
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| PEO Name |
Mr. Albertazzi
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Mr. Albertazzi
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Rob Johnson
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Rob Johnson
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Rob Johnson
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted Operating Profit (AOP)
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| Non-GAAP Measure Description |
Dollar amounts reported represent (i) the amount of net income reflected in the Company’s audited financial statements for the applicable year and (ii) the amount of adjusted operating profit (”), which is a non-GAAP measure we used under the VIP for 2024. For an explanation and reconciliation of AOP, please see Annex A.
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted Free Cash Flow
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Stock Price
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| PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 8,211,000
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| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
18,944,250
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| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
50,005,676
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| PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
958
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| PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
14,214,336
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| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
901,233
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| Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
2,080,283
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| Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
11,805,009
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| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
572
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
2,739,841
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| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
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