Edward L. Monser

About Edward L. Monser

Edward L. Monser (age 74) has served as an independent director of Vertiv Holdings Co since February 7, 2020, bringing more than three decades of senior operational leadership, including President of Emerson (2010–2018) and prior service as COO and member of Emerson’s Office of the Chief Executive (2001–2015) . He holds a B.S. in Electrical Engineering from Illinois Institute of Technology (1980), a bachelor’s degree in education from Eastern Michigan University, and completed executive education at Stanford Graduate School of Business . His governance credentials include lead director and committee leadership at Air Products & Chemicals and committee service at Canadian Pacific Railway, with active roles in global trade forums such as Vice Chairman of the U.S.-India Strategic Partnership Forum .

Past Roles

Organization	Role	Tenure	Committees/Impact
Emerson (NYSE: EMR)	President	2010–2018	Led globalization; senior operational leadership
Emerson	COO; Office of the Chief Executive member	2001–2015	Enterprise-wide operational oversight

External Roles

Organization	Role	Tenure	Committees/Impact
Air Products & Chemicals (NYSE: APD)	Lead Director; Director	2013–Jan 2025	Governance; Management Development and Compensation Committees
Canadian Pacific Railway (TSX/NYSE: CP)	Director	2018–Apr 2022	Audit; Compensation Committees
U.S.-India Strategic Partnership Forum	Vice Chairman	Ongoing	International trade and strategic engagement
U.S.-China Business Council	Board member; Vice Chairman	Prior service	U.S.-China business relations
Guangdong Province (China) EDB; South Ural State University (Russia)	Advisory roles	Prior service	Economic development and academic advisory

Board Governance

Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
Independence: Board determined Monser is independent under SEC and NYSE rules .
Attendance: In 2024, the Board held 4 meetings; Audit 8; Nominating & Corporate Governance 3; all but one director attended ≥75% of aggregate Board and applicable committee meetings, with the exception identified as Jacob Kotzubei, implying Monser met the ≥75% threshold .
Executive sessions: Independent directors hold executive sessions led by the Executive Chairman, focused on critical issues and performance evaluations of management .
Stock ownership guidelines: Directors must hold stock equal to 5× cash retainer; the company states all executive officers and directors have met or are anticipated to meet guidelines within applicable timeframes .
Hedging/pledging: Insider trading policy prohibits hedging and pledging of company shares .

Fixed Compensation

Component	Amount/Terms
Annual cash retainer (non-employee director)	$100,000 (2024)
Committee chair fees	Not applicable (Monser is not a chair)
Meeting fees	Not disclosed

Performance Compensation

Grant/Metric	Details
2024 annual equity grant (stock options)	15,000 options granted March 7, 2024; exercise price $72.09; four-year annual ratable vesting; grant date fair value $410,550
Director option holdings (as of Dec 31, 2024)	Unexercised stock options (vested and unvested): 160,941 (for each non-employee director in this category)
Options exercisable within 60 days (as of Apr 15, 2025)	125,029 options (exercisable)

Other Directorships & Interlocks

Company/Entity	Potential Interlock/Conflict Consideration
APD (industrial gases)	Retired Jan 2025; prior committee leadership; no Vertiv-related related-party transactions disclosed
CP (rail/transport)	Retired Apr 2022; Audit/Compensation committees; no Vertiv-related related-party transactions disclosed
Trade/Advisory bodies (US-India SPF; US-China Business Council)	Global policy engagement; oversight context; not identified as related-party transactions with Vertiv

Expertise & Qualifications

Senior operating executive with deep industrial experience, globalization and supply chain execution at Emerson; extensive board governance across sectors; international trade expertise through Vice Chair roles and advisory boards .
Technical foundation in electrical engineering; executive education enhancing strategic leadership .

Equity Ownership

Item	Shares/Units	Notes
Direct ownership	44,000	Shares held by Monser
Spouse ownership	918	Shares held by spouse
Options exercisable within 60 days	125,029	As of Apr 15, 2025
Total beneficial ownership	169,947	SEC definition includes exercisable options; less than 1%
Shares outstanding (reference)	381,105,178	As of Apr 21, 2025
Ownership as % of shares outstanding	~0.045%	169,947 / 381,105,178; numerator/denominator cited
Pledged/hedged shares	None disclosed; hedging/pledging prohibited by policy
Ownership guideline (director)	5× cash retainer	Company states directors have met or are anticipated to meet

Governance Assessment

Board effectiveness: Monser strengthens financial oversight (Audit Committee) and board composition/governance processes (Nominating & Corporate Governance), with independence confirmed and attendance ≥75% in 2024, supporting investor confidence .
Alignment and incentives: Director pay structure emphasizes long-term options (no RSUs disclosed for directors), with Monser’s 2024 grant at $72.09 and four-year vesting, aligning value realization with shareholder returns; ownership guidelines and no-sale restrictions further reinforce alignment .
Conflicts and related-party exposure: Proxy discloses related-party policies and certain transactions (e.g., repurchase from Vertiv Stockholder) but no Monser-specific related-party transactions; hedging/pledging prohibited, reducing misalignment risks .
Shareholder sentiment: 2024 say-on-pay approval ~95% indicates broad support for compensation governance framework overseen by the board .
Red flags: None evident regarding attendance, related-party transactions, or pledging; multiple external directorships have ended (APD Jan 2025; CP Apr 2022), lowering interlock risk going forward .