Steven S. Reinemund
Director at VRT
Board
About Steven S. Reinemund
Steven S. Reinemund, age 77, has served as an independent director of Vertiv Holdings Co since February 7, 2020. He is the former Chairman and CEO of PepsiCo, served as Dean of Business at Wake Forest University (2008–2014), and is a U.S. Naval Academy graduate with an MBA from the University of Virginia; he also received honorary doctorates from Johnson & Wales University and Bryant University . The Vertiv board has determined he is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo | Chairman & CEO; Executive Chairman; President & COO; President & CEO, Frito-Lay North America; Chairman & CEO, Frito-Lay Worldwide | Chairman & CEO 2001–2006; Executive Chairman 2006–2007; President & COO 1999–2001; Frito-Lay NA CEO 1992; Frito-Lay Worldwide CEO 1996 | Led global consumer products growth and operations |
| Wake Forest University | Dean of Business | 2008–2014 | Academic leadership and program oversight |
| United States Marine Corps | Officer (Captain) | c. 1970–1975 | Leadership and operations; attained rank of Captain |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Director | 2003–2008 | Board service |
| American Express | Director | 2007–2015 | Board service |
| Exxon Mobil | Director; Presiding Director | 2007–2020 | Board leadership as presiding director |
| Marriott International | Director; Chair, Compensation Committee | 2007–2020 | Led compensation oversight |
| Walmart | Director; Chair, Compensation Committee | 2010–2022 | Chaired compensation committee |
| Chick-fil-A | Director | 2015–2021 | Board service (private) |
| GS Acquisition Holdings Corp II | Director | 2020–Oct 2021 (merged into Mirion) | SPAC board service |
| Kohana Coffee Holdings | Chairman | 2021–2022 | Board leadership (private) |
| Catalyst Partners Acquisition Corp | Director; Chair, Audit Committee | 2021–2023 | Led audit oversight |
| USNA Foundation | Director | Current | Non-profit board service |
Board Governance
- Independence: The board determined Reinemund is independent (one of eight independent directors) under applicable NYSE and SEC rules .
- Committees: Audit Committee Chair and financial expert; members are Reinemund, Jakki L. Haussler, and Edward L. Monser . Also serves on the Compensation Committee (members: Fradin (Chair), DeAngelo, van Dokkum, Reinemund) .
- Audit oversight: As chair, responsibilities include oversight of financial statements, auditor independence and performance, internal controls, cybersecurity/product security, SOX compliance, ERP, and related party transactions review .
- Leadership structure: Vertiv separates Chairman (Executive Chairman David M. Cote) and CEO roles; executive sessions of independent directors are led by the Executive Chairman with committee chair input .
- Attendance: In 2024, the Board met 4 times; Audit 8; Compensation 4; Nominating 3. All directors except one attended at least 75% of aggregate meetings; 10 directors attended the 2024 annual meeting .
Fixed Compensation
| Component (Director, 2024) | Amount/Terms |
|---|---|
| Cash retainer – Audit Committee Chair | $150,000 |
| Equity – Annual stock options | Grant of 15,000 options on Mar 7, 2024; strike $72.09; 4-year annual ratable vesting |
| Option awards value (grant-date fair value) | $410,550 (FASB ASC 718) |
| All other compensation | None reported |
- Director compensation policy: Non-employee directors receive annual stock options that only have value if the stock price exceeds the grant-date price; options vest over four years to promote long-term alignment with shareholders .
Performance Compensation
| Metric/Mechanism | Design | Measurement/Target | Vesting/Settlement |
|---|---|---|---|
| Stock options (director equity) | Value realized only if stock price appreciates above strike; aligns pay with TSR | Not based on internal financial targets; depends on market performance of VRT shares post-grant | 4-year annual ratable vesting; exercise price equals closing price at grant |
Other Directorships & Interlocks
- Historical public boards across diversified industries (energy, hospitality, financial services, consumer): JNJ (2003–2008), AXP (2007–2015), XOM (2007–2020, presiding director), MAR (2007–2020, comp chair), WMT (2010–2022, comp chair) .
- SPAC involvement: GS Acquisition Holdings Corp II (2020–2021 merger), Catalyst Partners Acquisition Corp (2021–2023 audit chair) .
- Current non-profit: USNA Foundation .
- No current disclosures indicating interlocks with Vertiv’s customers or suppliers were noted in the 2025 proxy portions reviewed .
Expertise & Qualifications
- Audit Committee financial expert designation and requisite accounting/financial management expertise .
- Extensive CEO experience and M&A oversight from PepsiCo leadership roles .
- Governance leadership as presiding director (XOM) and compensation/audit chair roles at multiple boards .
- Technical and leadership credentials from USNA; MBA from UVA .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Apr 15, 2025) | 393,362 shares; less than 1% of outstanding |
| Breakdown | 35,000 shares direct; 233,333 shares via Reinemund Community Property Trust; 125,029 options exercisable within 60 days |
| Unexercised options at Dec 31, 2024 | 160,941 options outstanding (vested and unvested) |
| Ownership guidelines (Directors) | 5x cash retainer; compliance required within 5 years (or by Feb 7, 2025); directors have met or are anticipated to meet guidelines |
| Hedging/pledging policy | Prohibited for officers and directors under insider trading policy; robust stock ownership guidelines disclosed |
Governance Assessment
- Positives: Independent director; Audit Chair and designated financial expert; robust duties across financial reporting and risk oversight; strong alignment via option-only director equity; hedging/pledging prohibited; director ownership guidelines at 5x cash retainer with disclosed compliance trajectory .
- Engagement: Board and committees met regularly in 2024; only one director (not Reinemund) fell below 75% attendance, suggesting overall board engagement .
- Potential conflicts: No Reinemund-specific related-party transactions identified in reviewed proxy materials; Audit Committee (which he chairs) pre-approves and reviews related-party transactions under formal policy .
- Signals: Historical breadth of board leadership (compensation and audit chairs, presiding director) indicates deep governance expertise and effectiveness; director compensation structured to avoid guaranteed equity value (options only) enhances investor alignment .
RED FLAGS: None disclosed specific to Reinemund regarding related-party transactions, pledging/hedging, or low attendance in the 2025 proxy sections reviewed .