Giordano Albertazzi
Vertiv HoldingsAbout Giordano Albertazzi
Giordano Albertazzi, age 59, is Vertiv’s Chief Executive Officer and a Director since January 1, 2023. He holds a bachelor’s in mechanical engineering from the Polytechnic University of Milan and a master’s degree in management from Stanford Graduate School of Business . Under his leadership in 2024, Vertiv delivered ~17% net sales growth to ~$8.0B, operating profit ~$1,367M, adjusted operating profit ~$1,552M, adjusted operating margin ~19%, adjusted free cash flow ~$1,135M, and shareholder return >136% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vertiv | CEO and Director | Jan 2023–present | Led record financial results; accelerated AI/HPC solutions, capacity expansion, supply chain resilience . |
| Vertiv | Chief Operating Officer | Oct 2022–Jan 2023 | Supported leadership transition; operational execution improvements . |
| Vertiv | President, Americas | Mar 2022–Jul 2023 | Grew regional business; strengthened customer relationships . |
| Vertiv | President, EMEA | Feb 2020–Mar 2022 | Led regional operations and development post-Business Combination . |
| Vertiv (pre-2020) | President, EMEA | 2016–Feb 2020 | Scaled operations and commercial execution across EMEA . |
| Emerson Network Power (Liebert/ENP) | Various leadership roles (Plant Mgr; Marketing/Product; Managing Director Italy; VP Services; VP Sales) | 1998–2016 | Built services, sales, and operations capabilities; drove regional growth . |
| Kone Elevators | Operations/Product Development | Early career | Foundation in operations and product management . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Columbus Symphony Orchestra, Inc. | Board of Trustees | Since Dec 2024 |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $597,086 | $865,385 | $1,046,154 (paid) ; annualized $1,100,000 |
| Target Cash Bonus (% of Salary) | Not disclosed | Not disclosed | 140% |
| Actual Cash Bonus ($) | $410,254 | $2,000,000 | $3,000,000 |
| Option Awards Grant-Date Fair Value ($) | $3,901,300 | $3,300,000 | $8,211,000 |
Performance Compensation
| Program | Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| VIP (Annual Bonus 2024) | Adjusted Operating Profit (AOP) | $1,400M | $1,552M | Corporate result 125%; CEO earned 195% of target ($3.0M) | Weightings not disclosed; CEO target $1.54M . |
| VIP (Annual Bonus 2024) | Adjusted Free Cash Flow (AFCF) | $900M | $1,135M | Included in corporate result 125% | — |
| Strategic Performance Awards (SPA) | AOP (Year 1: 2023) | $1,000M | $1,054M | 120% of tranche earned | Cliff vests Jan 1, 2027; employment required . |
| Strategic Performance Awards (SPA) | AOP (Year 2: 2024) | $1,400M | $1,552M | 160% of tranche earned | RSUs number set after FY2025 earnings release; vest Jan 1, 2027 . |
Vesting and Plans:
- Annual stock options vest 25% annually over four years; 10-year term .
- SPA earned values convert to RSUs after FY2025 earnings release; cliff vest Jan 1, 2027, subject to continued employment; limited exceptions for death/disability and CIC treatment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 1,101,821 shares; <1% of 381,105,178 outstanding as of Apr 15, 2025 (footnote for %: *) |
| Stock Ownership Guidelines | CEO: 5x salary; “no sale” restriction until guidelines met or exceeded . |
| Hedging/Pledging | Prohibited under insider trading policy; 10b5-1 plans permitted only pre-approved and when not in possession of MNPI . |
| 2024 RSUs/Options Activity | RSUs vested: 35,087 ($2,952,591 value realized); no options exercised in 2024 . |
| Outstanding Options (selected) | 3/7/2024: 300,000 unexercisable, $72.09 strike, exp. 3/7/2034 ; 3/7/2023: 118,025 exercisable / 354,078 unexercisable, $15.84, exp. 3/7/2033 ; 10/5/2022: 250,000 exercisable / 250,000 unexercisable, $11.99, exp. 10/5/2032 ; 2/7/2020: 144,927 exercisable, $12.05, exp. 2/7/2030 . |
| SPA values (target reporting) | Strategic Performance Awards carried target “earned dollar value” to be converted to RSUs after FY2025; reported at target for unearned portions (footnote (6)). |
Employment Terms
| Provision | Term |
|---|---|
| Executive Employment Policy (Severance) | If terminated without cause or for good reason: cash equal to 1x salary + 1x target bonus (or prorated for those subject after 2023), plus 12 months COBRA; 12-month non-compete and non-solicitation covenants . |
| CIC Plan (Double Trigger) | Upon qualifying termination during CIC period: CEO receives lump sum 3x (salary+target bonus) + target bonus for year, COBRA for 18 months, and full vesting of unvested long-term awards; SPA: earned portions for completed years + target for incomplete years vest if not assumed or upon qualifying termination; no 280G gross-up; cutback vs best-net-benefit . |
| Potential Payments as of 12/31/2024 | Involuntary termination: $2,664,000 cash; no equity acceleration . CIC termination: $6,856,000 cash + $95,816,685 equity acceleration = $102,672,685 . Death/Disability: $3,000,000 cash + $93,566,685 equity acceleration . |
| Clawback | No-fault recoupment of incentive compensation upon restatement due to material non-compliance . |
Board Governance
- Board Service: Director since 2023; non-independent as CEO .
- Committees: Vertiv’s committees are composed solely of independent directors; no committee roles for the CEO .
- Leadership Structure: Separate Executive Chairman (David M. Cote) and CEO roles; Chairman leads agenda, executive sessions, and acts as liaison with management; enhances oversight and mitigates dual-role concerns .
- Independence: 8 of 10 directors are independent; provides strong oversight of management .
Performance & Track Record
- 2024 Financial Execution: Net sales ~$8.0B (+17%), operating profit ~$1,367M (+57%), adjusted operating profit ~$1,552M (+47%), operating margin ~17%, adjusted operating margin ~19%, adjusted free cash flow ~$1,135M (+46%), backlog ~$7.2B (+~30%) .
- Strategic Actions: CoolTera integration; added BSE chiller tech; expanded liquid cooling/chiller technologies; new manufacturing facilities in Pune, India and Pelzer, SC .
- Shareholder Return: >136% in 2024; dividends increased to $0.0375 in Q4 2024, total $0.11 for the year .
Compensation Committee Analysis and Peer Group
- Pay Philosophy: Emphasis on variable, at-risk compensation; CEO’s target cash bonus 140% of salary; equity focused on stock options with value only if stock price increases .
- Peer Group Use: Committee benchmarked pay vs updated peer group given Vertiv’s growth; increased CEO compensation to be closer to or above peer median .
- 2024 Compensation Peer Group: AMETEK, Amphenol, Carlisle, Celestica, Ciena, CommScope, Dover, Fortive, Hubbell, Ingersoll Rand, Juniper Networks, Keysight, NCR Voyix, ON Semiconductor, Regal Rexnord, Resideo, Rockwell Automation, Seagate, Xylem, Zebra .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval ~95% of votes cast; ongoing investor engagement informs program design .
Risk Indicators & Red Flags
- No poison pill; prohibition on hedging/pledging; robust ownership guidelines and “no sale” restriction; double-trigger CIC only; no 280G gross-ups .
- Related Party Transactions: Board-approved policies; notable 2024 repurchase of 7,955,215 shares from Vertiv Stockholder under buyback program .
Investment Implications
- Strong pay-for-performance alignment: High variable pay, option-heavy LTI, and SPA linked to demanding AOP goals with cliff vesting in 2027 tie compensation to multi-year value creation and retention; CEO’s 2024 bonus at 195% reflects outperformance but preserves at-risk structure .
- Retention and selling pressure: Multi-year vesting of large option grants and SPA cliff vesting, combined with “no sale” until guideline compliance and prohibition on hedging/pledging, reduce near-term selling pressure and align incentives with sustained stock appreciation .
- Governance mitigants: Separate Chairman/CEO roles and majority independent board limit dual-role risks; committee-only independence safeguards oversight of compensation and audit practices .
- CIC economics: Significant acceleration under CIC double-trigger, particularly for SPA and options; while standard for industry, investors should monitor potential dilution and retention dynamics around change-in-control scenarios .