David M. Cote
About David M. Cote
David M. Cote (age 72) is Executive Chairman of Vertiv’s Board and has served as a director since February 7, 2020. He previously led GS Acquisition Holdings Corp. (GSAH) pre-merger and was Chairman/CEO of Honeywell (2002–2017; Executive Chairman until April 23, 2018). Prior roles include Chairman/CEO of TRW Inc. and President/CEO of GE Appliances . Vertiv currently separates the Chairman and CEO roles; as Executive Chairman, Cote serves as the primary liaison between management and independent directors, sets agendas, presides over board meetings, and leads executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell | Chairman & CEO; Executive Chairman | Jul 2002–Mar 2017; Exec Chair until Apr 23, 2018 | Led multi-year transformation and portfolio management |
| TRW Inc. | Chairman, President & CEO; President & CEO; President & COO | Aug 2001–Feb 2002; Feb–Jul 2001; Nov 1999–Jan 2001 | Led operations in aerospace, information systems, automotive |
| General Electric | SVP, President & CEO, GE Appliances | Jun 1996–Nov 1999 | Operating leadership in consumer/industrial segment |
| Federal Reserve Bank of New York | Director | Mar 2014–Mar 2018 | Regional central bank oversight |
| GS Acquisition Holdings Corp. (GSAH) | CEO/President/Secretary; Chairman | Apr 2018–Feb 2020 | SPAC sponsor leading to Vertiv business combination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CompoSecure, Inc. (Nasdaq: CMPO) | Executive Chairman | Since Sep 2024 | Current public-company leadership |
| Resolute Holdings Management Inc. (Nasdaq: RHLD) | Executive Chairman | Since Feb 2025 | Current public-company leadership |
| Juniper Industrial Holdings, Inc. | Director | Mar 2020–Jun 2021 | SPAC director until merger with Janus International |
Board Governance
- Independence: Vertiv’s Board determined eight directors are independent; list does not include Cote (Executive Chairman), indicating he is not independent .
- Committee assignments: All three standing committees (Audit; Compensation; Nominating & Corporate Governance) are composed solely of independent directors. Cote is not listed as a member of any committee .
- Leadership structure and engagement: As Executive Chairman, Cote liaises with management and independent directors, sets agendas/schedules, presides over meetings, and leads executive sessions of independent directors .
- Attendance: In 2024, the Board met 4x; Audit 8x; Compensation 4x; Nominating 3x. All but one director met the 75% attendance threshold; the exception identified was Mr. Kotzubei (50%) .
- Stock ownership and trading controls: Directors must meet stock ownership guidelines (5x annual cash retainer); the company reports all directors/executives have met or are on track within the timeframe. Hedging and pledging of Vertiv stock are prohibited by policy .
Fixed Compensation
| Component (Director) | 2024 Amount/Terms |
|---|---|
| Cash retainer (Executive Chairman of the Board) | $131,000 |
| Director cash retainers (policy context) | Chair of Audit $150,000; Comp $130,000; Nominating $115,000; Other Board Member $100,000 |
Notes: The Board states the Executive Chairman receives higher compensation with a primary focus on equity awards due to his active role and significant time commitment leading the Board and supporting strategy execution .
Performance Compensation
| Equity Element | 2024 Grant | Terms | Outstanding/Other Details |
|---|---|---|---|
| Stock options (annual director grant) | 50,000 options (grant date Mar 7, 2024; exercise price $72.09) | Vests ratably over 4 years; value realized only if stock rises above exercise price | As of Dec 31, 2024, Cote held unexercised options (vested/unvested) for 497,826 shares |
Program design: Non-employee director equity is in stock options (not RSUs), aligning value realization with shareholder returns; options have grant-date exercise price and four-year ratable vesting .
Other Directorships & Interlocks
| Company | Role(s) | Potential Interlock with VRT Directors |
|---|---|---|
| CompoSecure (CMPO) | Cote: Executive Chairman (since Sep 2024) | DeAngelo: Director since Sep 2024 ; Fradin: Former Director Sep 2024–Feb 2025 |
| Resolute Holdings (RHLD) | Cote: Executive Chairman (since Feb 2025) | DeAngelo: Director since Feb 2025 ; Fradin: Director; Comp Chair; Audit member since Feb 2025 |
Implication: Multiple Vertiv directors serve with Cote at CMPO/RHLD, creating board interlocks (information flow/relationships) though the proxy does not disclose these companies as Vertiv related parties .
Expertise & Qualifications
- Significant industrial operating leadership and transformation experience (Honeywell CEO; TRW; GE Appliances), public company governance, and SPAC/transaction leadership (GSAH) .
- Selected for board service due to extensive leadership and management/investment experience in the industrial sector .
Equity Ownership
| Holder/Instrument | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 443,798 shares; <1% | As of April 15, 2025 |
| Composition detail | Includes: 62,258 shares held by spouse; 200 shares in David M. Cote 2018 Revocable Trust; 368,840 shares underlying options held by a grantor retained annuity trust (Cote trustee/annuitant); 12,500 options exercisable within 60 days by Cote. Cote disclaims beneficial ownership of spouse’s shares | |
| Outstanding options | 497,826 options unexercised (vested/unvested) as of Dec 31, 2024 | |
| Ownership guidelines | Directors: 5x cash retainer; company reports compliance or on-track across all directors | |
| Hedging/pledging | Prohibited by insider trading policy |
Insider Trades (Form 4 highlights)
Notes: Multiple 2025 gifts involve transfers of legacy option blocks at historical exercise prices (estate planning). An additional 2025 option award was reported at $85.04 strike. All entries above are from SEC Form 4 filings (links).
Director Compensation (2024)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $131,000 |
| Option Awards (grant-date fair value) | $1,368,500 |
| 2024 Option Grant | 50,000 options at $72.09; 4-year ratable vesting (granted Mar 7, 2024) |
| Unexercised Options at 12/31/2024 | 497,826 (vested and unvested) |
Program structure: Non-employee director compensation consists of cash retainers and annual stock option grants; the Executive Chairman’s pay is more equity-heavy due to active leadership role .
Related Party Transactions and Conflicts
- Policy and approval: Related-person transactions (> $120,000) are reviewed/approved by independent Audit Committee members per written policy .
- Disclosures: The 2025 proxy discloses a February 29, 2024 repurchase of 7,955,215 shares from the Vertiv Stockholder (Platinum Equity affiliate) under the buyback program. No transactions involving Mr. Cote are listed in the related-party section .
- Trading restrictions: Company policy prohibits hedging and pledging of Vertiv securities, reducing alignment risks such as pledging-related margin calls .
Say-on-Pay & Shareholder Signals (Context)
- 2024 say-on-pay support: ~95% approval of votes cast, indicating broad shareholder support for Vertiv’s compensation program design .
- 2024 TSR and dividends: 2024 shareholder return >136%; quarterly dividend increased to $0.0375 in Q4 (aggregate $0.11 for 2024) .
Governance Assessment
Strengths
- Clear separation of Chair and CEO; Executive Chairman role documents strong agenda-setting and oversight responsibilities .
- Committees are fully independent; Cote is not on Audit/Comp/Nominating, mitigating conflict risks from his non-independent status .
- Robust guardrails: stock ownership guidelines; prohibition on hedging/pledging; executive clawback policy; double-trigger CIC; no 280G gross-ups .
- Director equity paid in options aligns director value with shareholder value; vesting over four years promotes long-term orientation .
Watch items / potential red flags
- Not independent: As Executive Chairman and an officer, Cote is not independent; concentration of influence requires continued vigilance by independent committees and directors .
- Board interlocks: Concurrent service with Vertiv directors at CompoSecure and Resolute creates interlocks that could affect perceived independence/information flow, though no related-party transactions are disclosed with these entities .
- Large equity transfers: 2,000,000-share gift in 2024 and multiple option gifts in 2025 appear estate-planning related, but investors should monitor for any future transactions that could affect float or signal changes in exposure [SEC links above].
- Attendance: Overall board attendance was strong (only one director below 75%, not Cote), but continued monitoring of director engagement is prudent given Vertiv’s growth and risk profile .
Overall implication: Cote brings deep operating and governance experience and plays an active strategic role as Executive Chairman. Structural safeguards (independent committees, no-hedge/pledge, ownership guidelines, clawbacks) mitigate many conflict risks; however, his non-independence and network interlocks warrant continued focus by investors on the independence and vigor of committee oversight and on any future related-party developments.