Vertiv Holdings Co 8-K, filed Oct 14, 2025
Vertiv Holdings Co (VRT)
8-K
2025-10-14
For: 2025-10-13
View Original
Added on
April 02, 2026
About this 8-K
Vertiv Holdings Co filed this 8-K on October 14, 2025, reporting on events of October 13, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
| UNITED STATES | ||||||||||||||
| SECURITIES AND EXCHANGE COMMISSION | ||||||||||||||
| Washington, D.C. 20549 | ||||||||||||||
FORM | ||||||||||||||
| CURRENT REPORT | ||||||||||||||
| PURSUANT TO SECTION 13 OR 15(d) OF THE | ||||||||||||||
| SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On October 13, 2025, Vertiv Holdings Co (the “Company”) announced the appointment of Craig Chamberlin as the Company’s next Chief Financial Officer (“CFO”) effective November 10, 2025. Mr. Chamberlin will report directly to the Company’s Chief Executive Officer, Giordano Albertazzi. Consistent with its announcement on May 21, 2025, the Company’s current CFO, David Fallon, will retire from his position as the CFO of the Company effective November 9, 2025. Pursuant to the terms of his 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 of the role to Mr. Chamberlin.
Mr. Chamberlin, age 45, brings over 20 years of finance and leadership experience to the Company’s financial executive team. He has served as Group Vice President and CFO of Wabtec Corporation’s (“Wabtec”) transit business since February 2022 and previously served as Group President and CFO of Wabtec’s global operations and engineering unit, a position he held from July 2019 to February 2022. He began his career at General Electric, where he served several roles throughout his career from 2005 to 2019, and eventually became Executive Director and CFO of global supply chain and engineering in 2017, where he served until its sale to Wabtec in 2019. Mr. Chamberlin received his Bachelor of Science in Electrical Engineering and his Master of Business Administration from Ohio University.
There are no arrangements or understandings between Mr. Chamberlin and any other persons pursuant to which Mr. Chamberlin was selected as CFO of the Company. Mr. Chamberlin has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), nor are any such transactions currently proposed. Mr. Chamberlin has no family relationships with any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company, and there are no transactions between Mr. Chamberlin and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
In connection with Mr. Chamberlin’s appointment, the Company entered into an offer letter (the “Offer Letter”) with him, which provides that he will receive an annual base salary of $750,000 and will be eligible to participate in the Vertiv Income Plan (“VIP”) with an annual target bonus opportunity of 100% of his base salary. He will also be eligible to receive, pursuant to the Company’s 2020 Stock Incentive Plan, (i) starting in March 2026, an annual equity grant with a target grant date fair value equal to $2,000,000, and (ii) in connection with his appointment, a one-time sign-on cash award equivalent to $300,000 and a one-time sign-on equity grant of restricted stock units with a target grant date fair value of $1,050,700, to vest over 3 years (as to 50%, 30% and 20% after one, two and three years, respectively).
He will also be subject to the Executive Employment Policy of the Company and receive other benefits from the Company, including participation in the Company’s 401(k) plan and benefits program; executive severance under the Company’s Employment Policy if his employment is involuntarily terminated for a reason other than “Cause” or if he terminates for “Good Reason” (as each is defined in the Company’s Executive Employment Policy in effect at such termination); and termination benefits under the Company’s Change of Control Plan upon occurrence of events specified therein. Mr. Chamberlin executed an agreement subjecting him to confidentiality provisions and certain post-termination non-competition and non-solicitation covenants. A copy of the Offer Letter will be filed as an exhibit to the Company’s next quarterly report on Form 10-Q and is incorporated by reference herein. The foregoing summary of the Offer Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the Offer Letter.
Item 7.01 Regulation FD
On October 13, 2025, the Company issued a press release announcing the matters set forth under Item 5.02 above.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 (d) Financial Statements and Exhibits
| Exhibit No. | Exhibit Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 14, 2025 | Vertiv Holdings Co | ||||
| /s/ Stephanie Gill | |||||
| Name: Stephanie Gill | |||||
| Title: Chief Legal Counsel and Corporate Secretary | |||||
Vertiv Names Craig Chamberlin as Chief Financial Officer
COLUMBUS, Ohio October 13, 2025-- Vertiv Holdings Co (NYSE: VRT), a global leader in critical digital infrastructure, today announced the appointment of Craig Chamberlin as Executive Vice President and Chief Financial Officer, effective November 10, 2025. Mr. Chamberlin succeeds David Fallon, who previously announced his intention to retire from Vertiv and serve as a consultant to the company through December 31, 2026.
Mr. Chamberlin joins Vertiv from Wabtec Corporation, where he most recently served as Group Vice President and Chief Financial Officer of the company's ~$3 billion Transit segment. During his tenure at Wabtec, he demonstrated exceptional operational leadership in driving margin improvement, portfolio optimization, successful business integration initiatives and strategic capital deployment.
"We are delighted to welcome Craig to Vertiv's executive leadership team," said Giordano (Gio) Albertazzi, Chief Executive Officer of Vertiv. "Craig's proven track record in operational finance, business transformation and value creation strongly aligns with Vertiv's strategic priorities. His deep expertise in driving operational excellence and profitable growth, along with his demonstrated success in executing key acquisitions, will be of great value as we continue our strategies to accelerate our margin expansion initiatives, optimize our global operations and capitalize on the unprecedented opportunities in the data center infrastructure market. Craig's hands-on leadership style and successful experience in managing complex operations make him the ideal partner to help drive Vertiv's next phase of growth."
"I am honored to join Vertiv at this exciting time in the company's journey," said Mr. Chamberlin. "Vertiv's global leadership in critical digital infrastructure, coupled with its technology-driven mindset and culture of continuous improvement, creates a compelling platform for accelerated growth, margin expansion and robust cash generation. I look forward to working alongside the talented Vertiv team to build upon the company's strong foundation and drive continued value creation for our shareholders."
Prior to Wabtec, Mr. Chamberlin spent 14 years at General Electric in various senior financial leadership roles, including Executive Director and CFO of Global Supply Chain and Engineering for GE Transportation. He holds an MBA in Operations and Logistics and a Bachelor of Science in Electrical Engineering from Ohio University.
Mr. Albertazzi added, "On behalf of everyone at Vertiv, I want to express our sincerest gratitude to David Fallon for his outstanding leadership and significant contributions during his eight-year tenure as CFO. Under David's financial stewardship, Vertiv successfully navigated its transition to a public company, strengthened its balance sheet, and delivered substantial shareholder value through operational excellence and disciplined capital allocation. His leadership has built a strong foundation for Vertiv's continued success. We wish David all the best in his next chapter."
About Vertiv Holdings Co
Vertiv (NYSE: VRT) brings together hardware, software, analytics and ongoing services to enable its customers’ vital applications to run continuously, perform optimally and grow with their business needs. Vertiv solves the most important challenges facing today’s data centers, communication networks and commercial and industrial facilities with a portfolio of power, cooling and IT infrastructure solutions and services that extends from the cloud to the edge of the network. Headquartered in Westerville, Ohio, USA, Vertiv does business in more than 130 countries. For more information, and for the latest news and content from Vertiv, visit Vertiv.com.
Forward-looking statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27 of the Securities Act, and Section 21E of the Securities Exchange Act. These statements are only a prediction. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Readers are referred to Vertiv's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of these and other important risk factors concerning Vertiv and its operations. Vertiv is under no obligation to, and
expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Category: Financial News
For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
E: lynne.maxeiner@vertiv.com
For media inquiries, please contact:
E: Vertiv@ruderfinn.com
SOURCE Vertiv Holdings Co