Matthew Louie
Director at VRT
Board
About Matthew Louie
Matthew Louie, 47, has served as an independent director of Vertiv Holdings Co since February 7, 2020. He is a Managing Director at Platinum Equity and holds undergraduate degrees in economics and political science from Stanford University and an MBA from Harvard Business School. The Board has determined Louie is independent under SEC and NYSE rules. Tenure on Vertiv’s board: ~5 years (2020–present), aligning with private equity, capital markets, and post-acquisition operational oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Platinum Equity | Managing Director | 2008–present | Oversight of portfolio company operational performance |
| American Capital Strategies | Investment professional | n/d | Middle-market private equity experience |
| Canaan Partners | Venture/growth equity | n/d | Early-stage and growth investing |
| Agilent Technologies | Venture/growth equity | n/d | Corporate venture/growth functions |
| Donaldson, Lufkin & Jenrette | Investment banking | n/d | Transactional expertise |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Ingram Micro Holding Corporation (NYSE: INGM) | Director; Chair, Nominating and Corporate Governance Committee | Since Oct 2024 | Nominating and Corporate Governance (Chair) |
Board Governance
- Independence: Louie is classified as independent by the Vertiv Board under SEC and NYSE independence standards .
- Committee assignments: Louie is not currently listed as a member of Vertiv’s Audit, Compensation, or Nominating and Corporate Governance Committees, which are composed solely of other independent directors .
- Attendance: In 2024, the Board held 4 meetings; all but one director met the ≥75% attendance threshold. The lone exception named was Jacob Kotzubei; Louie was not named as an exception, implying ≥75% attendance .
- Leadership structure: Separate Executive Chairman (David M. Cote) and CEO roles; executive sessions of independent directors are led by the Executive Chairman .
- Stock ownership guidelines: Directors are expected to own Vertiv stock equal to 5× the cash retainer; all directors have met or are anticipated to meet the guidelines within applicable timeframes .
- Hedging/pledging: Vertiv’s insider trading policy prohibits directors from hedging or pledging company shares .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee director standard cash retainer |
| Stock awards (RSUs/DSUs) | — | Directors received stock options, not RSUs, in 2024 |
| Option awards (grant date fair value) | $410,550 | Options vest ratably over 4 years |
| All other compensation | — | No perquisites >$10,000 disclosed |
| Total | $510,550 | Sum of cash retainer and option awards |
Option grant specifics:
- Grant: 15,000 options on March 7, 2024; exercise price $72.09; vest 25% annually over four years .
Performance Compensation
Note: Vertiv does not tie non-employee director pay to explicit performance metrics; the equity for directors is in stock options that only have value if the stock price appreciates, creating alignment with shareholder returns . Company-wide executive incentive metrics (context for pay-for-performance culture):
| Metric | 2023 Actual | 2024 VIP Target | 2024 Actual |
|---|---|---|---|
| Adjusted Operating Profit ($USD Millions) | $1,054 | $1,400 | $1,552 |
| Adjusted Free Cash Flow ($USD Millions) | $778 | $900 | $1,135 |
Strategic Performance Awards (executive program; formulaic AOP targets):
| Fiscal Year | Target AOP ($USD Millions) | Actual AOP ($USD Millions) | % of Tranche Earned |
|---|---|---|---|
| 2023 | $1,000 | $1,054 | 120% |
| 2024 | $1,400 | $1,552 | 160% |
| 2025 | $1,750 | TBD | TBD |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Overlap |
|---|---|---|
| Ingram Micro Holding Corporation (NYSE: INGM) | Director; Chair Nominating & Corporate Governance | Global IT distribution; no Vertiv-related party transaction disclosed |
Expertise & Qualifications
- Education: BA in Economics and BA in Political Science from Stanford University; MBA from Harvard Business School .
- Domain expertise: Private equity, capital markets, transactional matters, and post-acquisition operational performance oversight .
- Board qualifications: Recognized for private equity and transactional experience; independence affirmed by Board .
Equity Ownership
| Ownership measure (as of Apr 15, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 125,029 | Entirely options exercisable within 60 days |
| Ownership % of outstanding | <1% | Based on 381,105,178 shares outstanding |
| Options exercisable within 60 days | 125,029 | Included in beneficial ownership |
| Unexercised options (vested + unvested) at 12/31/2024 | 160,941 | Board-wide standard for “other non-employee directors” cohort |
| Director stock ownership guideline | 5× cash retainer | Directors have met/are expected to meet within timeframes |
| Hedging/pledging status | Prohibited | Insider trading policy bans hedging/pledging |
Governance Assessment
- Board effectiveness and engagement: Louie is independent and not on operating committees—consistent with maintaining oversight free of management influence; attendance thresholds were broadly met across the Board in 2024, with only one director (not Louie) below 75% .
- Alignment of director pay: Mix of $100,000 cash retainer and time-vested stock options that only gain value with stock price appreciation supports shareholder alignment without guaranteed equity value for directors .
- Ownership alignment: Beneficial holdings are comprised of options; directors are subject to 5× retainer ownership guidelines and prohibited from hedging/pledging, reducing misalignment risk .
- Potential conflicts and related-party exposure: Louie’s Platinum Equity affiliation warrants monitoring given Vertiv’s February 29, 2024 repurchase of all remaining shares from the Vertiv Stockholder (an affiliate of Vertiv’s prior private equity ownership) for ~$524.9 million under a buyback program; Vertiv maintains a formal related person transaction policy with Audit Committee oversight . The Board still affirms Louie’s independence under NYSE standards, mitigating formal conflict concerns .
- Shareholder signals: Vertiv’s say-on-pay received ~95% approval in 2024, indicating broad investor support for compensation governance; director compensation policy uses options to align with TSR .
RED FLAGS to monitor:
- Private equity interlock: Ongoing ties to Platinum Equity plus 2024 repurchase from prior Stockholder affiliate—ensure continued rigorous Audit Committee review of any future transactions involving prior owners .
- Concentration of equity in options: While aligning to price appreciation, options can incentivize higher risk-taking; mitigated by Board’s emphasis on operational excellence and prohibitions on hedging/pledging .