Jakki L. Haussler
Director at VRT
Board
About Jakki L. Haussler
Independent director of Vertiv since August 8, 2022; age 67. Non-Executive Chairman and co-founder of Opus Capital Management; former CEO (1996–2019). Former CPA with a B.S. in Accounting (University of Cincinnati) and J.D. (Salmon P. Chase College of Law, Northern Kentucky University). Selected for board service based on extensive management, accounting, and financial expertise . The Board has determined she is independent under SEC and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Opus Capital Management LLC | Chief Executive Officer | 1996–2019 | Led investment advisory firm she co-founded |
| Opus Capital Management LLC | Non-Executive Chairman | Since Jun 2019 | Oversight of investment firm strategy |
| Capvest Venture Fund LP | Managing Director | 2000–2011 | Leadership in venture investing |
| Adena Ventures LP | Partner | 2001–2010 | Venture investment leadership |
| Blue Chip Venture Company | Partner | 1993–1995 | Early-stage investing |
| Cincinnati Bell Inc. | Director | 2008–2021 | Chaired Audit and Governance Committees |
| Barnes Group Inc. | Director | Jul 2021–Jan 2025 (acquired by Apollo) | Compensation & Management Development Committee |
External Roles
| Organization | Ticker | Role | Start Date | Committees |
|---|---|---|---|---|
| Service Corporation International | SCI | Director | May 2018 | Audit; Investment |
| Ingram Micro Holding Corporation | INGM | Director | Oct 2024 | Nominating & Corporate Governance |
| Morgan Stanley Funds | — | Director/Trustee | — | Audit; Equity |
- Interlock note: Both Haussler and VRT director Jacob Kotzubei serve on the Ingram Micro Holding Corporation board (Kotzubei chairs compensation) .
Board Governance
- Independence: Board determined Haussler is independent; eight directors are independent under SEC/NYSE rules .
- Committee assignments: Member, Audit Committee; Audit Chair is Steven S. Reinemund. Compensation and Nominating committees do not include Haussler .
- Attendance and engagement: In 2024, Board held 4 meetings; Audit 8; Compensation 4; Nominating 3. Company disclosed all but one director met the 75% attendance threshold; the only exception was Kotzubei (50%) who serves on no committees .
- Risk oversight: Audit Committee oversees financial reporting integrity, compliance, auditor independence/performance, and cybersecurity/product security initiatives per charter; Haussler is financially literate and serves alongside the committee’s “financial expert” (Reinemund) .
| Metric | 2024 Count |
|---|---|
| Board meetings | 4 |
| Audit Committee meetings | 8 |
| Compensation Committee meetings | 4 |
| Nominating & Corporate Governance meetings | 3 |
Fixed Compensation
| Year | Cash Retainer (Director) | Committee Chair Fees Eligible? | Notes |
|---|---|---|---|
| 2024 | $100,000 (Fees Earned) | N/A (not a chair) | Standard non-employee director retainer; Chair retainers: Audit $150k, Comp $130k, Nominating $115k, Executive Chairman $131k |
Performance Compensation
Directors receive annual stock options with four-year ratable vesting; value realized only if share price exceeds exercise price, aligning director incentives with shareholders .
| Instrument | Grant Date | Number of Options | Exercise Price | Vesting Schedule | Grant-Date Fair Value | Unexercised Options (12/31/2024) |
|---|---|---|---|---|---|---|
| Stock Options | Mar 7, 2024 | 15,000 | $72.09 | Annual over 4 years | $410,550 | 48,772 |
- Award process: Approved by Compensation Committee (Mar 6, 2024) and Board (Mar 7, 2024), effective Mar 7, 2024 .
- Structure notes: 2024 option count was lower than prior year; higher accounting fair value driven by increased stock price rather than larger grant .
- No RSUs/PSUs or meeting fees for directors disclosed for 2024; equity comp is solely options .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| Service Corporation International (SCI) | Director | Audit; Investment | — |
| Ingram Micro Holding Corporation (INGM) | Director | Nominating & Corporate Governance | Shared board service with VRT director Kotzubei (INGM Compensation Chair) |
| Morgan Stanley Funds | Director/Trustee | Audit; Equity | — |
Expertise & Qualifications
- Former CPA; deep accounting/financial management background; venture investing leadership and fund governance experience .
- Selected for VRT board based on management, accounting, and financial expertise .
- Audit Committee member; financially literate per Board determination .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (as of Apr 15, 2025) | 20,311 shares; less than 1% |
| Direct shares | 3,425 |
| Options exercisable within 60 days (included in beneficial) | 16,886 |
| Unexercised options outstanding (12/31/2024) | 48,772 |
| Shares outstanding reference | 381,105,178 (for percentage context) |
Stock ownership guidelines: Directors must hold stock equal to 5× cash retainer; company states all directors have met or are anticipated to meet within required timeframes .
Governance Assessment
- Shareholder support: 2025 election votes for Haussler—For: 272,165,032; Withhold: 8,152,226; Broker Non-Votes: 37,779,621—indicative of strong support .
- Alignment: Director compensation emphasizes at-risk stock options; vesting over four years and value solely tied to post-grant stock price growth .
- Independence/Attendance: Independent and not flagged for attendance issues; committee service on Audit aligns with her financial background .
- Policies: Insider Trading Policy includes a prohibition on hedging; Section 16 compliance was timely for directors and officers in 2024 (exception noted for a different director, not Haussler) .
- Related-party risk: Company maintains a formal related-person transaction review process led by the independent Audit Committee; no Haussler-specific related-party transactions disclosed .
- Interlocks: Dual service on INGM with Kotzubei creates an interlock; monitor for potential information flow risks, though no conflict is disclosed by VRT .
RED FLAGS (to monitor)
- Board interlock: Shared directorship at Ingram Micro with a VRT director (Kotzubei) could create perceived influence or information flow risks; no specific conflicts disclosed .
- Modest direct share ownership: Beneficial ownership is <1%; however, the company indicates directors meet or are anticipated to meet the 5× retainer guideline .
Shareholder Voting Signals (2025)
| Item | For | Against/Withhold | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Haussler election | 272,165,032 | 8,152,226 (Withhold) | — | 37,779,621 |
| Say-on-Pay (advisory) | 244,385,386 | 35,308,326 | 623,546 | 37,779,621 |
Notes on Director Compensation Structure
| Component | Detail |
|---|---|
| Cash | $100,000 standard director retainer for 2024 |
| Chair premiums | Audit Chair $150,000; Compensation Chair $130,000; Nominating Chair $115,000 |
| Equity | Annual stock options; 2024 grant: 15,000 options at $72.09, four-year annual vesting; fair value $410,550 |
| Rationale | Options align value with stock price appreciation; 2024 option count reduced vs prior year, accounting value higher due to stock price increase |
Compliance and Policies
- Related-party transaction policy with Audit Committee review/approval and certain standing pre-approvals; recent large repurchase from major stockholder disclosed (not director-specific) .
- Stock ownership guidelines (5× retainer for directors) and “no sale” restriction for executive officers until guidelines met; directors expected to comply in set timeframes .
- Insider trading policy with hedging prohibition referenced in proxy contents .