Roger Fradin
Director at VRT
Board
About Roger Fradin
Independent director of Vertiv Holdings Co since February 7, 2020; age 71. Former Honeywell Vice Chairman (2014–2017) and President/CEO of Honeywell Automation & Control Solutions (2004–2014), joining Honeywell via the Pittway acquisition in 2000. Consultant to The Carlyle Group and advisor to Seal Rock Partners; MBA and BS from The Wharton School, where he also served on faculty .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell | Vice Chairman | Apr 2014–Feb 2017 | Senior leadership, strategic oversight |
| Honeywell Automation & Control Solutions | President & CEO | Jan 2004–Apr 2014 | Led automation/control portfolio |
| Pittway (acquired by Honeywell) | Executive | Joined 2000 | Integration into Honeywell |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| L3Harris Technologies (NYSE:LHX) | Director | Since 2016 | — |
| Janus International Group (NYSE:JBI) | Vice Chair → Chairman | Vice Chair Jul 2023; Chairman Jan 2024–present | — |
| Resolute Holdings Management (Nasdaq:RHLD) | Director | Since Feb 2025 | Chair, Compensation; Member, Audit |
| CompoSecure (Nasdaq:CMPO) | Director | Sep 2024–Feb 2025 | — |
| Resideo Technologies (NYSE:REZI) | Director | 2018–2024 | — |
| MSC Industrial (Nasdaq:MSM) | Director | 1998–2019 | — |
| Pitney Bowes (NYSE:PBI) | Director | 2019–2021 | — |
| Juniper II Corporation (NYSE:JUN) | Director | 2021–2022 | — |
| Victory Innovation (Carlyle company) | Chairman | — | — |
Interlocks: Multiple Vertiv directors hold roles at CMPO and RHLD (e.g., David M. Cote at CMPO and RHLD; Joseph J. DeAngelo at CMPO and RHLD), creating potential information-flow networks with Fradin’s prior/current service .
Board Governance
- Independence: Board determined Roger Fradin is independent under NYSE and SEC rules .
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: In 2024, the Board met 4 times; Compensation 4; Nominating 3. All directors except one (Kotzubei) attended ≥75% of aggregate meetings; implies Fradin met attendance expectations .
- Stock ownership/insider policy: Company prohibits hedging and pledging; maintains robust stock ownership guidelines and 10b5-1 requirements .
- Say-on-pay support: 2024 say‑on‑pay approved by ~95% of votes cast, signaling strong investor alignment with compensation oversight .
Fixed Compensation
| Component | Detail | Amount (USD) |
|---|---|---|
| Cash retainer – Committee Chair (Compensation) | 2024 policy | $130,000 |
| Equity – annual award | Options, 4-year annual ratable vesting | Grant date fair value: $410,550; 15,000 options; strike $72.09; grant date Mar 7, 2024; approval Mar 6–7, 2024 |
| Total director compensation (2024) | Fees + Options | $540,550 |
| Perquisites/Other | None reported >$10,000; standard expense reimbursements | — |
Vesting/exercise: Director options vest 25% annually over four years; exercise price equals grant-date close; 10-year term .
Performance Compensation
- Director equity is option-based and tied to stock price appreciation; no director PSUs/relative TSR metrics disclosed for directors .
- Metrics used by Compensation Committee for executive incentive oversight (relevant to Fradin’s chair role):
| Metric | 2023 Actual | 2024 Target | 2024 Actual |
|---|---|---|---|
| Adjusted Operating Profit (AOP) ($USD Millions) | $1,054 | $1,400 | $1,552 |
| Adjusted Free Cash Flow ($USD Millions) | $778 | $900 | $1,135 |
- Strategic Performance Awards (executives): AOP targets and earn-out (formulaic) used for 2023–2025; earned 120% (2023) and 160% (2024); cliff vest Jan 1, 2027 if employed .
Other Directorships & Interlocks
| Entity | Overlap with VRT Directors | Potential Conflict Note |
|---|---|---|
| CompoSecure (CMPO) | Fradin (former), Cote (Exec Chair), DeAngelo (director/chair audit) | Network interlocks; no VRT-related party transaction disclosed |
| Resolute Holdings (RHLD) | Fradin (comp chair/audit), Cote (Exec Chair), DeAngelo (audit chair) | Governance influence network; no VRT-related party transaction disclosed |
Expertise & Qualifications
- Deep industrial operating experience in automation/control; extensive M&A oversight and portfolio leadership from Honeywell .
- Financial and board governance experience across multiple large-cap and mid-cap public boards .
- Academic credentials: Wharton BS/MBA; prior faculty experience .
Equity Ownership
| Holder/Form | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 443,362 | <1% of shares outstanding |
| Trust holdings (GRATs) | 318,333 | Multiple GRATs held by Fradin and spouse |
| Options exercisable within 60 days | 125,029 | Included in beneficial ownership per SEC rules |
| Pledging/Hedging | Prohibited by policy | Company-wide prohibition |
| Ownership guidelines | Directors: 5x cash retainer; compliance expected | Company states directors have met or are anticipated to meet within timeframes |
Insider Trades
| Item | Date | Detail |
|---|---|---|
| Late Section 16(a) filing | Dec 3, 2024 | One Form 4 filed late reporting three transactions exempt under Rule 16a‑13 (Company notes delinquency) |
Related-Party Exposure
- Policy: Audit Committee reviews/approves related person transactions >$120,000; standing pre-approvals for certain categories .
- Disclosures: No related‑person transactions disclosed involving Fradin; Company repurchased shares from “Vertiv Stockholder” (Platinum affiliate) in Feb 2024 under buyback program (not linked to Fradin) .
Compensation Committee Analysis
- Composition: Fradin (Chair), DeAngelo, van Dokkum, Reinemund; all independent .
- Responsibilities: CEO/NEO pay decisions; plan design; risk review; peer benchmarking; authority to retain independent advisors with independence assessment .
- 2024 outcomes overseen: VIP metrics (AOP, Adjusted FCF) at 125% corporate result; NEO bonuses above target reflecting strong performance; continued use of stock options for annual LTI; strategic performance awards formulaic earn-out .
Governance Assessment
- Strengths: Independent director; chairs key Compensation Committee; strong pay-for-performance framework (options, formulaic AOP metrics); robust clawback; no 280G gross‑ups; double‑trigger CIC; prohibition on hedging/pledging; high say‑on‑pay approval (~95%) .
- Attendance/engagement: Board and committee cadence disclosed; all but one director met ≥75% attendance; Fradin serves on two committees, indicating engagement .
- Ownership alignment: Director option-heavy compensation and 5x retainer ownership guideline; beneficial holdings via GRATs and options; policy restricts hedging/pledging .
- RED FLAGS: One late Form 4 filing (Dec 3, 2024); multiple external board roles and a Carlyle advisory relationship warrant monitoring for time commitment and potential transaction conflicts, though no related-party transactions involving Fradin are disclosed .