8-KLeadership ChangesRegulation FDExhibits & Filings

Vertiv Holdings Co 8-K Report, Executive Changes (May 28, 2025)

Filed May 28, 2025For Securities:VRT

Summary

Vertiv Holdings Co (VRT) announced a significant leadership change with the upcoming retirement of its Chief Financial Officer (CFO), David Fallon. Mr. Fallon plans to step down once a successor is appointed, which is expected in the latter half of 2025. This allows for a well-planned transition period, with Mr. Fallon committed to assisting his replacement. To ensure continuity and leverage his expertise during this transition, Mr. Fallon has entered into a consulting agreement extending through December 31, 2026. While the company anticipates no significant net impact on adjusted operating profit from equity accounting, investors should note the specific arrangements for Mr. Fallon's remaining incentive and stock option payouts. This news was officially communicated via a press release on May 28, 2025.

Key Highlights

  • 1CFO David Fallon announces retirement, expected in the second half of 2025.
  • 2An orderly transition is planned, with Mr. Fallon assisting his successor.
  • 3Mr. Fallon will serve as a consultant to Vertiv through December 31, 2026.
  • 4Mr. Fallon remains eligible for a prorated 2025 incentive payment based on company performance.
  • 5Stock options scheduled to vest in March 2026 will vest, with exercisability extended to December 31, 2028.
  • 6All other unvested equity, including performance-based units, will be forfeited.
  • 7The company anticipates no significant net impact to adjusted operating profit from equity accounting changes related to Mr. Fallon's departure.

Frequently Asked Questions

The CFO, David Fallon, is retiring due to family reasons.

Mr. Fallon will retire once a successor has been named and assumes the role, which is anticipated to occur in the second half of 2025.

The company expects no significant net impact to adjusted operating profit. This is due to the accounting for forfeitures of previously issued equity instruments and the structured transition and consulting agreement.

Following his retirement as CFO, Mr. Fallon will serve as a consultant to the Company through December 31, 2026, to ensure an orderly transition. He will also remain eligible for a prorated 2025 incentive payment and his vested stock options will remain exercisable through December 31, 2028.