Jacob Kotzubei
About Jacob Kotzubei
Jacob Kotzubei (age 56) has served as an independent director of Vertiv Holdings Co since February 7, 2020. He is Co‑President of Platinum Equity, which he joined in 2002; earlier he spent 4.5 years in Goldman Sachs’ Investment Banking Division and practiced M&A law at Sullivan & Cromwell. He holds a BA from Wesleyan University and a JD from Columbia Law School (Columbia Law Review). The Board has determined he is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Platinum Equity | Co‑President | Joined 2002; executive oversight across portfolio | Executive management oversight, M&A and capital markets expertise |
| Goldman Sachs (IBD) | Investment banking professional | 4.5 years | Transaction execution experience |
| Sullivan & Cromwell LLP | Attorney (M&A) | Prior to Goldman Sachs | M&A legal expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryerson Holding Corporation (NYSE: RYI) | Director | Since 2010 | — |
| Ingram Micro Holding Corporation (NYSE: INGM) | Director | Since Oct 2024 | Chair, Compensation Committee |
| Key Energy Services, Inc. (NYSE: KEG) | Former Director | 2016 – Feb 2022 | — |
| Verra Mobility Corporation (NASDAQ: VRRM) | Former Director | 2018 – 2021 | — |
Interlock note: Fellow Vertiv director Matthew Louie (also affiliated with Platinum Equity) serves on the Ingram Micro board as Chair of its Nominating & Corporate Governance Committee, indicating a shared external board network .
Board Governance
- Independence: The Board determined Kotzubei is independent under NYSE/SEC rules .
- Committee assignments: He does not serve on any Vertiv board committees . The Audit, Compensation, and Nominating/Governance committees are composed of other independent directors .
- Attendance and engagement: In 2024, he attended 50% of the aggregate Board and applicable committee meetings; the proxy cites last‑minute emergencies and extenuating circumstances. He is not on any committees .
- Board structure: Vertiv separates Executive Chairman and CEO roles; the Executive Chairman leads independent director executive sessions .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer (Other Board Member) | $100,000 | Standard non‑employee director cash retainer |
| Committee chair/member fees | $0 | Not applicable; no committee service |
| Meeting fees | $0 | Not disclosed/none in policy |
| Total cash | $100,000 | — |
Grant mechanics and structure:
- Annual equity grants to directors are stock options with four‑year annual ratable vesting; exercise price equals the closing price on grant date .
- On March 7, 2024, non‑employee directors received 15,000 options each (50,000 for Executive Chairman) at $72.09 strike; approved March 6, 2024 and effective March 7, 2024 .
Performance Compensation (Context for Board Oversight)
Non‑employee directors receive time‑vested stock options (no performance metrics). For compensation oversight context, the Compensation Committee used the following company‑wide financial metrics for 2024 executive bonuses (VIP):
| Global Plan Metric | 2023 Actual | 2024 VIP Target | 2024 Actual |
|---|---|---|---|
| Adjusted Operating Profit (AOP) | $1,054M | $1,400M | $1,552M |
| Adjusted Free Cash Flow (AFCF) | $778M | $900M | $1,135M |
Strategic long‑term performance awards to executives earned at 120% (2023) and 160% (2024) of tranche targets; 2025 TBD; cliff vesting Jan 1, 2027 subject to service .
Director equity awards (Kotzubei):
| Item | Detail |
|---|---|
| 2024 Option Grant | 15,000 options at $72.09 strike (grant effective 3/7/24); 4‑year annual vesting |
| Reported 2024 Option Grant Value (ASC 718) | $410,550 |
| 2024 Total Director Compensation | $510,550 (Cash $100,000; Options $410,550) |
Other Directorships & Interlocks
| Company | Relationship to Vertiv | Interlock/Notes |
|---|---|---|
| Ingram Micro Holding Corporation (INGM) | Potential channel adjacency; no related‑party transaction disclosed | Kotzubei (Comp Chair) and Vertiv director Louie (NCG Chair) both serve on INGM’s board |
| Ryerson Holding Corp (RYI) | Industrial metals distributor; no related‑party transaction disclosed in proxy | Kotzubei director since 2010 |
Related‑party controls: Vertiv’s Audit Committee reviews/approves related‑person transactions; policy applies to directors, officers, >5% holders and immediate family members . The company repurchased all remaining shares from the “Vertiv Stockholder” on Feb 29, 2024 under its buyback program; disclosed under related‑party transactions, with Audit Committee oversight context .
Expertise & Qualifications
- Private equity leadership (Co‑President, Platinum Equity), executive oversight, capital markets, M&A and transactional experience .
- Legal and analytical rigor (JD, Columbia Law School; Columbia Law Review) .
- Public company board experience (current: INGM—Comp Chair; RYI; prior: KEG, VRRM) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 125,029 | Entirely options exercisable within 60 days (as of April 15, 2025) |
| Ownership % of shares outstanding | <1% | Per beneficial ownership table |
| Unexercised options (vested+unvested) | 160,941 | As of 12/31/2024, for each other non‑employee director (includes Kotzubei) |
| Shares pledged as collateral | Prohibited | Hedging/pledging is prohibited by policy |
| Director stock ownership guideline | 5x cash retainer | All directors have met or are anticipated to meet within timeframes |
Governance Assessment
Strengths and alignment:
- Independent director with deep M&A/PE background; broad external board experience (including current Comp Chair role at INGM) that can inform compensation and strategic oversight .
- Director pay structure is equity‑heavy (time‑vested options) aligning value with stock price appreciation; no hedging/pledging allowed; stock ownership guideline of 5x retainer supports alignment .
- Vertiv’s say‑on‑pay support in 2024 was ~95%, indicating broad investor support for compensation decisions overseen by the Board .
Risk indicators and red flags:
- Attendance: 50% in 2024 versus typical 75% expectation—explicitly noted as due to last‑minute emergencies; nonetheless a material engagement concern for investors. He serves on no committees, limiting direct committee‑level oversight contributions .
- Network/interlocks: Multiple Vertiv directors are affiliated with Platinum Equity, and Kotzubei and Louie share an external board (INGM). While no related‑party transactions are disclosed involving Kotzubei, investors may monitor potential influence dynamics; Vertiv’s related‑party policy and Audit Committee oversight are mitigating factors .
- Concentration of director equity in options may amplify alignment with stock price but provides no direct performance conditions (time‑based vesting only), placing greater weight on overall board oversight of executive performance metrics (AOP, AFCF) .
Overall: Kotzubei brings valuable transactional and governance experience, but 2024 attendance and absence from committees are notable governance risk flags. Continued monitoring of engagement, potential interlocks, and any related‑party matters under the company’s policy is warranted .