APi Group Corporation
04/03/2026 | Press release | Distributed by Public on 04/03/2026 10:08
Proxy Statement (Form DEF 14A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the
Registrant
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x
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Filed by a party other than the
Registrant
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o
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 240.14a-12
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APi Group Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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x
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Notice of
2026 Annual Meeting
of Shareholders
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It is my pleasure to invite you to attend APi Group Corporation's ("APi" or the "Company") 2026 Annual
Meeting of Shareholders ("2026 Annual Meeting"). The 2026 Annual Meeting will be held on May 15, 2026,
at 8:30 a.m. (Central Time) in virtual-only format conducted via live webcast at
www.virtualshareholdermeeting.com/APG2026. You will be able to participate, submit questions and vote
your shares electronically. The information for how to attend virtually and vote at the 2026 Annual Meeting
is described below. At the 2026 Annual Meeting, you will be asked to:
1.Elect nine directors for a one-year term expiring at the 2027 Annual Meeting of Shareholders;
2.Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2026;
3.Approve, on an advisory basis, the compensation of our named executive officers;
4.Approve, on an advisory basis, the frequency of future advisory votes to approve the compensation
of our NEOs; and
5. Transact such other business as may properly come before the 2026 Annual Meeting and any
adjournment or postponement of the 2026 Annual Meeting.
Only shareholders of record as of the close of business on March 20, 2026, may vote at the 2026 Annual
Meeting.
It is important that your shares be represented at the 2026 Annual Meeting, regardless of the number of
shares you may hold. Whether or not you plan to attend, please vote using the Internet, by telephone or
by mail, in each case by following the instructions in our proxy statement. This will not prevent you from
voting your shares in person if you are present virtually at the 2026 Annual Meeting.
Louis B. Lambert
Senior Vice President, General Counsel and Secretary
April 3, 2026
We have elected to use the "Notice and Access" method of providing our proxy materials over the
Internet. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials containing
instructions on how to access our proxy statement and annual report on or about April 3, 2026.
Our proxy statement and annual report are available online at
http://materials.proxyvote.com/00187Y.
APi Group Corporation, 1100 Old Highway 8 NW, New Brighton, MN 55112
Table of Contents
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Proxy Summary
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1
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Annual Meeting
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1
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Voting Matters and Board Recommendations
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1
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How to Vote
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1
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Board of Directors
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1
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Who We Are
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2
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Financial Highlights
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3
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Corporate Governance
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4
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Overview
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4
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Board Composition
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4
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Board Leadership Structure
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5
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Director Independence
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5
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Board Role in Risk Oversight
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5
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Shareholder Engagement
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6
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Code of Business Conduct and Ethics
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6
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Board and Committee Meetings
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6
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Board Committees
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6
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Audit Committee
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7
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Compensation Committee
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7
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Nominating and Corporate Governance Committee
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9
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Insider Trading Policy
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10
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Anti-Hedging Policy
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10
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Communications with the Board
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10
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Certain Relationships and Related Party Transactions
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10
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Director Compensation
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11
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Proposal 1-Election of Directors
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13
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Compensation Discussion & Analysis
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18
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Compensation Strategy
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18
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Pay for Performance
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18
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Financial Highlights
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19
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Compensation Governance Practices
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19
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Executive Compensation Setting Process
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20
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Components of the Executive Compensation Program
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22
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2025 Compensation Decisions
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22
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Other Compensation-Related Practices and Policies
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25
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Executive Compensation
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27
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Summary Compensation Table
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27
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Grants of Plan-Based Awards During 2025
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28
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Outstanding Equity Awards at 2025 Year End
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29
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Stock Vested During 2025
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30
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Potential Payments Upon Termination or Change in Control
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30
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CEO Pay Ratio
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31
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Pay Versus Performance
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31
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Compensation Committee Report
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35
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Security Ownership
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36
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Proposal 2-Ratification of Independent Registered Public Accountants for 2026 Fiscal Year
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38
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Fees Billed to the Company by its Independent Registered Public Accounting Firms
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38
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Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services
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38
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Audit Committee Report
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38
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Proposal 3-Advisory Vote on Executive Compensation
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40
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Proposal 4-Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation
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Other Matters
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42
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Delinquent Section 16(a) Reports
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42
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Requirements, including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of
Shareholders
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42
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List of Shareholders Entitled to Vote at the 2026 Annual Meeting
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43
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Expenses Relating to this Proxy Solicitation
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43
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Communication with Our Board of Directors
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43
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Householding
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Available Information
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43
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Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters
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Appendix A - Reconciliations of GAAP to Non-GAAP Financial Measures
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A-1
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1
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Table of Contents
PROXY SUMMARY
Annual Meeting
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Date and Time
May 15, 2026
8:30 a.m. (Central Time)
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Location
Virtual-only at
www.virtualshareholdermeeting.com/APG2026
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Record Date
March 20, 2026
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Voting Matters and Board Recommendations
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Matter
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Board Recommendation
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Page
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Proposal 1-Election of Directors
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FOR each Director Nominee
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13
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Proposal 2-Ratification of KPMG as Independent Auditor
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FOR
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38
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Proposal 3-Advisory Vote on Executive Compensation
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FOR
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40
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Proposal 4-Advisory Vote on Frequency of Future Advisory
Votes on Executive Compensation
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FOR 1 YEAR
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How to Vote
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Before the Meeting
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During the Meeting
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via the Internet
at www.proxyvote.com
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by Mail
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by Telephone
at 1-800-690-6903
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www.virtualshareholdermeeting.com/APG2026
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Board of Directors
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Name
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Director
Since
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Independent
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Audit
Committee
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Compensation
Committee
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Nominating
and
Corporate
Governance
Committee
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Sir Martin E. Franklin, Board Co-Chair
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2017
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No
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James E. Lillie, Board Co-Chair
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2017
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Yes
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Ian G.H. Ashken
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2019
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Yes
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✓*
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✓
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Russell A. Becker
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2019
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No
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Paula D. Loop
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2022
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Yes
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✓
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✓
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Anthony E. Malkin
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2019
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Yes
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✓
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Thomas V. Milroy
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2017
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Yes
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✓*
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Cyrus D. Walker
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2019
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Yes
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✓
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✓*
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Carrie A. Wheeler
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2019
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Yes
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✓
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✓ Member* Chair
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2
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Table of Contents
Proxy Summary
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3
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Table of Contents
Proxy Summary
Financial Highlights
In 2025, we delivered strong earnings growth, ending 2025 with record net income of $302 million and
record Adjusted EBITDA of $1,041 million, up 16.6% from 2024. This was supported by a 50 basis point
improvement in EBITDA margin, ending the year at 13.2%, exceeding our 13% goal by 2025.
1Refer to Appendix A for reconciliation of non-GAAP measures to most directly comparable GAAP
measures.
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Table of Contents
CORPORATE GOVERNANCE
Overview
We are committed to principles of effective corporate governance and to high ethical standards, as well
as compliance with all applicable governance standards of the SEC and the NYSE. Highlights of our
current governance framework are described below.
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ü
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Annual election of all directors
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ü
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Board oversight of risk management
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ü
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Independent Lead Director and Committees
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ü
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Executive Sessions during each Board meeting
with non-employee directors in attendance
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ü
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Separate CEO and Board Co-Chairs
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ü
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Annual Board and Committee self-evaluations
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ü
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Majority voting standard for uncontested
director elections
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ü
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Age limit for directors (75)
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ü
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Code of Conduct for all directors and
executives
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ü
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Director and executive officer stock ownership
requirements
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ü
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Clawback policy for performance-based
compensation
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ü
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Significant communication between directors
and leadership team
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Corporate Governance Guidelines
Our Board has adopted Corporate Governance Guidelines (the "Governance Guidelines") that set forth
our governance principles and policies relating to, among other things:
•director independence;
•director qualifications and responsibilities;
•mandatory retirement age for independent directors at 75;
•Board structure and meetings;
•leadership team succession; and
•the performance evaluation of our Board and its Committees.
Our Governance Guidelines are available in the Investor Relations section of our website at
www.apigroup.com. The Board reviews its Governance Guidelines from time to time to evaluate evolving
corporate governance practices and to ensure the guidelines continue to best serve the Company and its
shareholders.
Board Composition
We believe our Board has the right mix of perspectives and experience to appropriately support the
Company's current "10-16-60+" long-term strategy and to oversee the most important risks to that
strategy. Our Board brings deep expertise and broad perspectives from a diversity of industry
experiences, backgrounds, nationalities, ages, and other attributes. We evaluate a wide range of criteria
when considering director candidates, including, among others, functional areas of experience,
educational background, employment experience, and industry-specific experience.
We believe that this diversity generates better ideas and perspectives, increases the Board's overall
effectiveness, and puts it in a better position to make complex decisions and execute the Company's
long-term strategic objectives. When selecting new Board nominees, the Board assesses such factors as
it deems necessary to develop an effective Board, including leadership, integrity, judgment, intelligence,
interpersonal skills, and the willingness and ability of the candidate to devote adequate time to Board
duties for a sustained period.
The Board, in consultation with the Nominating and Corporate Governance Committee, will continue to
evaluate whether the Board has the right overall balance of perspectives, backgrounds, and experiences
to support the Company's long-term strategy.
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Table of Contents
Corporate Governance
Board Leadership Structure
The Board has not adopted a formal policy to separate or combine the offices of Chief Executive Officer
("CEO") and Co-Chairs of the Board. Instead, the Board remains free to make this determination from
time to time in a manner that they deem most appropriate for the Company. Currently, we separate the
positions of our CEO and Co-Chairs of the Board. The CEO is responsible for the day-to-day leadership
and performance of the Company, while the Co-Chairs of the Board provide strategic guidance to the
CEO and set the agenda for and preside over the Board meetings. We believe that the current separation
provides a more effective monitoring and objective evaluation of the CEO's performance. The separation
also allows the Co-Chairs of the Board to strengthen the Board's oversight of our performance and
governance standards.
Director Independence
The Board has affirmatively determined that each of Directors Lillie, Ashken, Loop, Malkin, Milroy,
Walker and Wheeler are "independent" as that term is defined under the applicable rules and regulations
of the SEC and the NYSE listing standards, as well as our Governance Guidelines. Mr. Milroy serves as
lead independent director. Sir Martin is not independent under NYSE listing standards because he
controls the entity that receives advisory fees from the Company. As CEO of the Company, Mr. Becker is
also not independent.
Board Role in Risk Oversight
Our full Board has responsibility for overseeing APi's overall approach to risk management and is actively
engaged in addressing the most significant risks facing the company. The Board and its Committees
oversee key risk areas. Our leadership team is responsible for day-to-day risk management,
identification and mitigation, as well as bringing to the Board's attention emerging risks and highlighting
the top enterprise risks. We engage in an Enterprise Risk Management ("ERM") process that evaluates
risks over the short-term, medium-term and long-term. The ERM process consists of periodic risk
assessments performed by various functional leader groups during the year. Our leadership team
presents these assessments to the Audit Committee for their review, consideration, and input. The Board
satisfies its oversight responsibility through reports by each Committee chair regarding the Committee's
considerations and actions (including from the Audit Committee Chair related specifically to the ERM
process), as well as through regular reports directly from members of our leadership team responsible
for oversight of particular risks within the Company.
Oversight of Cybersecurity
Our cybersecurity risk oversight program is designed to identify and mitigate cybersecurity risk for APi
on a global basis to reduce business interruption and protect our confidential and proprietary
information. Our program structure and governance are aligned against industry-standard cybersecurity
frameworks. The full Board and our Audit Committee receive regular reports on cybersecurity matters,
including the Company's incident response plan.
Oversight of Sustainability
The Board receives reports on sustainability and corporate responsibility matters across the Company
and both collaborates with APi's leadership team and oversees the Company's key ESG priorities and
strategies, goal-setting, and external reporting on sustainability matters. The Audit Committee has
oversight of the Company's disclosure controls and procedures relating to public disclosure of
sustainability measures and metrics.
The leadership team executes our sustainability strategy through the Sustainability Committee, whose
purpose is to lead on matters of significance to APi and our stakeholders concerning sustainability and
other matters of corporate social responsibility. The Committee oversees the impact of these matters on
our business, strategies, operations, performance and reputation. The Sustainability Committee
members include the CEO, Chief Financial Officer ("CFO"), General Counsel, and Chief Sustainability
Officer and is chaired by the Chief People Officer. It reflects the cross-functional nature of corporate
responsibility matters and leverages expertise across our leadership team related to our business and
functional expertise.
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Corporate Governance
Shareholder Engagement
The Board is committed to ongoing engagement with our shareholders. In 2025, Mr. Becker, our
President and CEO, Mr. Jackola, our Executive Vice President and Chief Financial Officer, and other
senior leaders engaged extensively with investors and analysts to discuss APi's business, strategy,
financial performance, capital allocation priorities, executive compensation, governance matters, and
sustainability initiatives, which include leadership development and people safety.
Our leadership team interacted with investors representing more than 75% of shares outstanding. In
addition, investors representing approximately 35% of shares outstanding received invitations to
participate in discussions about executive compensation, governance, and sustainability matters.
Investors and sell-side analysts have several avenues to engage with APi Leadership. In May 2025, we
hosted an Investor Day to present an update on our business and our new "10-16-60+" long-term
strategic targets. We host quarterly earnings calls where our CEO and CFO spend a majority of the time
answering investor and analyst questions. We routinely have one-on-one meetings with current and
prospective investors and attend sell-side investor conferences relevant to our industry. Finally, we host
trips into the field for investors and analysts to interact first-hand with our field leaders and to better
understand the work we do.
Feedback from shareholders is summarized and presented to the Nominating and Corporate Governance
Committee and the Board for consideration. The Board believes that feedback from shareholders can
enhance APi's performance and return to shareholders.
Code of Business Conduct and Ethics
Our Code of Business Conduct and Ethics ("Code of Conduct") supports our culture and establishes the
standards of ethical conduct applicable to all our directors, officers, and APi team members. In addition,
we have adopted a Code of Ethics for Senior Financial Officers ("Code of Ethics") applicable to our CEO
and senior financial officers. Copies of our Code of Conduct and Code of Ethics are publicly available in
the Investor Relations section of our website at www.apigroup.com. We will also provide a copy of these
documents to shareholders upon request. We maintain an ethics helpline as set forth in our Code of
Conduct so that any suspected violation of our Code of Conduct can be reported confidentially, without
fear of retaliation. Any waiver of our Code of Conduct with respect to our directors or executive officers
may only be approved by our Board or the Audit Committee and will be disclosed on our website, as may
be required under applicable SEC and NYSE rules.
Board and Committee Meetings
During 2025, the Board held a total of six meetings. Each incumbent director attended at least 75% of
the aggregate of (i) the total number of meetings of the Board during the period for which he or she was
a director and (ii) the total number of meetings of all Board committees (the "Committees") on which he
or she served during the period for which he or she was a director. It is the policy of the Board to
encourage its members to attend our Annual Meeting of Shareholders. A majority of our Board members
attended the 2025 Annual Meeting of Shareholders.
During 2025, our Board generally held executive sessions, or meetings of non-employee directors
without members of our leadership team present, as part of regularly scheduled Board, Audit
Committee, Compensation Committee, and Nominating and Corporate Governance Committee meetings.
Our Board Co-Chairs preside over executive sessions of the Board. Directors Ashken, Milroy, and Walker
generally preside over the executive sessions of the Audit, Compensation, and Nominating and
Corporate Governance Committees, respectively.
Board Committees
Our Board has three standing Committees: an Audit Committee, a Compensation Committee, and a
Nominating and Corporate Governance Committee. Copies of the committee charters setting forth the
responsibilities of the Committees are available in the Investor Relations section of our website at
www.apigroup.com, and such information is also available in print to any shareholder who requests it
Committees will periodically review their respective charters and recommend any needed revisions to
the Board.
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Corporate Governance
As an example, in 2025, the Board of Directors amended the Nominating and Corporate Governance
Committee Charter to provide that that the Nominating and Corporate Governance Committee first
considers any proposed director resignation or vacancy and then makes a recommendation to the Board
for a final decision. In addition, the Board tasked the Nominating and Corporate Governance Committee
with considering and evaluating any potential shareholder proposals related to governance matters
before they are presented to the Board for a final decision. We believe that these changes help to ensure
independence and rigor in the Board's decision making on governance matters that we know--through
our shareholder engagement efforts--are important to our shareholders.
The following is a summary of the composition of each Committee:
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Audit Committee
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Compensation
Committee
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Nominating and Corporate
Governance Committee
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Ian G.H. Ashken*
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Paula D. Loop
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Ian G.H. Ashken
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Paula D. Loop
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Thomas V. Milroy*
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Anthony E. Malkin
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Carrie A. Wheeler
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Cyrus D. Walker
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Cyrus D. Walker*
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* Committee Chair
Audit Committee
Number of Meetings in 2025: Four
Responsibilities. Our Audit Committee operates pursuant to a formal charter that governs the
responsibilities of the Audit Committee. The Audit Committee is responsible for, among other things:
•overseeing preparation of our financial statements, the financial reporting process and our
compliance with legal and regulatory matters, including sustainability reporting;
•appointing and overseeing the work of our independent auditor;
•preapproving all auditing services and permitted non-auditing services to be performed for us
by our independent auditor and approving the fees associated with such work;
•approving the scope of the annual audit;
•reviewing interim and year-end financial statements;
•overseeing our internal audit function, reviewing any significant reports to the leadership team
arising from such internal audit function and reporting to the Board;
•approving the Audit Committee report required to be included in our annual proxy statement;
and
•reviewing and pre-approving all related party transactions pursuant to the Company's Related
Party Transaction Policy.
The Audit Committee has the power to investigate any matter brought to its attention within the scope
of its duties and to retain counsel for this purpose where appropriate.
Independence and Financial Expertise. The Board has reviewed the background, experience and
independence of the Audit Committee members and based on this review, has determined that each
member of the Audit Committee:
•meets the independence requirements of the NYSE governance listing standards;
•meets the enhanced independence standards for Audit Committee members required by the
SEC; and
•is financially literate, knowledgeable and qualified to review financial statements.
In addition, the Board has determined that each of Directors Ashken, Loop, and Wheeler qualifies as an
"audit committee financial expert" under SEC rules.
Compensation Committee
Number of Meetings in 2025: Three
Responsibilities. Our Compensation Committee operates pursuant to the Compensation Committee
Charter, last amended in December 2023, the Compensation Committee is responsible for, among other
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Table of Contents
Corporate Governance
things:
•reviewing and approving corporate goals and objectives with respect to compensation for the
CEO and other non-CEO Section 16 executive officers, and approving the CEO and other non-
CEO Section 16 executive officer's compensation;
•reviewing and approving the Company's equity-based compensation plans, stock purchase
plans, and 401k profit-sharing plans; including reviewing and approving the target
performance benchmarks, if any, and range of aggregate value of our annual incentive
program for the CEO and other non-CEO Section 16 executive officers;
•reviewing and approving on a periodic basis compensation and benefits paid to directors;
•reviewing and approving our executive officer compensation-related plans and policies; and
•approving the Compensation Committee report on executive compensation required to be
included in our annual proxy statement.
Independence.The Board has reviewed the background, experience and independence of the
Compensation Committee members and based on this review, has determined that each member of the
Compensation Committee:
•meets the independence requirements of the NYSE governance listing standards;
•is a "non-employee director" within the meaning of Rule 16b-3 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"); and
•meets the enhanced independence standards for compensation committee members
established by the SEC.
Compensation Committee Interlocks and Insider Participation. None of the members of the
Compensation Committee who presently serve or, in the past year, have served on the Compensation
Committee has interlocking relationships as defined by the SEC or had any relationships requiring
disclosure by the Company under the SEC's rules requiring disclosure of certain relationships and related
party transactions.
The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees
as it may deem appropriate in its sole discretion.
Use of Compensation Consultant
The Compensation Committee has the authority to retain compensation consultants, outside counsel and
other advisors as it may deem appropriate in its sole discretion. The Compensation Committee has sole
authority to approve related fees and retention terms.
Since 2020, the Compensation Committee has utilized the services of Willis Tower Watson ("WTW"), a
global human resources and risk management consulting firm, which acted as its compensation
consultant to assist in reviewing competitive market data and preparing proposals for 2025 executive
compensation. The total fees paid to WTW for these services in 2025 were approximately $100,755.
During 2025, our leadership team also retained separate business units of WTW (Corporate Risk &
Broking and Retirement) to provide insurance brokerage and human-capital management services to the
Company. The total fees paid to WTW's separate business units with respect to services provided during
2025 (excluding services provided as compensation consultant as discussed above) were approximately
$4.0 million. The Compensation Committee was not involved in our leadership team's decision to retain
these separate business units of WTW to provide such services.
The Compensation Committee determined that the work of the separate business units of WTW on
matters other than executive compensation did not raise any conflict of interest with WTW's services as
compensation consultant. It took into account, among other factors, WTW's policies and procedures
relating to the prevention and mitigation of conflicts of interest, and the use of separate teams for
compensation consulting services and other services provided by WTW and its business units, and it
determined that WTW is independent.
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Table of Contents
Corporate Governance
Nominating and Corporate Governance Committee
Number of Meetings in 2025: Two
Responsibilities. Our Nominating and Corporate Governance Committee operates pursuant to a formal
charter that governs the responsibilities of the Nominating and Corporate Governance Committee.
Pursuant to the Nominating and Corporate Governance Committee Charter, the Nominating and
Corporate Governance Committee is responsible for, among other things:
•assisting our Board in identifying prospective director nominees and recommending nominees
for each annual meeting of shareholders to our Board;
•leading the search for individuals qualified to become members of the Board and selecting
director nominees to be presented for shareholder approval at our annual meetings;
•reviewing the Board's committee structure and recommending to the Board for approval
directors to serve as members of each committee;
•developing and recommending to the Board for approval a set of corporate governance
guidelines and generally advising the Board on corporate governance matters;
•reviewing such corporate governance guidelines on a periodic basis and recommending
changes as necessary;
•reviewing director nominations submitted by shareholders;
•considering any proposed director resignation or vacancy and then making a recommendation
to the Board for their approval; and
•considering and evaluating any potential shareholder proposals related to governance matters
and then making a recommendation to the Board for their approval.
The Nominating and Corporate Governance Committee may, when it deems appropriate, delegate
certain of its responsibilities to one or more Nominating and Corporate Governance Committee members
or subcommittees.
Independence.The Board has reviewed the background, experience, and independence of the
Nominating and Corporate Governance Committee members and based on this review, has determined
that each member of the Nominating and Corporate Governance Committee meets the independence
requirements of the NYSE governance standards and SEC rules and regulations.
Consideration of Director Nominees. The Nominating and Corporate Governance Committee considers
possible candidates for nominees for directors from many sources, including shareholders. The
Nominating and Corporate Governance Committee evaluates the suitability of potential candidates
nominated by shareholders in the same manner as other candidates recommended to the Nominating
and Corporate Governance Committee. Shareholders who wish to recommend individuals for
consideration by the Nominating and Corporate Governance Committee to become nominees for election
to the Board at an annual meeting of shareholders may do so by delivering a written recommendation to
our Secretary at the following address: APi Group Corporation, 1100 Old Highway 8 NW, New Brighton,
Minnesota 55112, Attn: General Counsel and Secretary, generally not less than 90 nor more than 120
calendar days before the first anniversary of the date on which the Company held the preceding year's
annual meeting of shareholders. Submissions must include, among other things, (i) all information
relating to the individual subject to such nomination that is required to be disclosed in solicitations of
proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to
and in accordance with Regulation 14A under the Exchange Act, (ii) such individual's written consent to
being named in a proxy statement as a nominee and to serving as director if elected, and (iii) such other
information as may be required by our bylaws, including information with respect to the shareholder
giving notice of such nomination.
In making nominations, the Nominating and Corporate Governance Committee is required to submit
candidates who have the highest personal and professional integrity, who have demonstrated
exceptional ability and judgment and who will be most effective, in conjunction with the other nominees
to the Board, in collectively serving the long-term interests of the shareholders. In evaluating nominees,
the Nominating and Corporate Governance Committee will consider the following attributes, which are
desirable for a member of the Board: leadership, independence, interpersonal skills, financial acumen,
business experiences, industry knowledge and diversity of viewpoints. As discussed above in "Board
|
10
|
Table of Contents
Corporate Governance
Composition," we also recognize the value and strategic importance of Board diversity.
Insider Trading Policy
The Board has adopted an insider trading policywhich governs the purchase, sale, and/or other
dispositions of our securities by directors, officers, employees and other covered persons and is designed
to promote compliance with insider trading laws, rules and regulations, and listing standards applicable
to the Company. A copy of the Company's Insider Trading Policy is filed as Exhibit 19.1 to the
Company's most recent Annual Report on Form 10-K. In addition, with regard to the Company's trading
in its own securities, it is the Company's policy to comply with the federal securities laws and the
applicable exchange listing requirements.
Anti-Hedging Policy
The Company's Insider Trading Policy, which is applicable to all team members (including executive
officers) and directors of the Company, prohibits team members or directors from engaging in hedging
transactions that allow such person to continue to own the Company's equity securities, but without the
full risks and rewards of ownership or that otherwise hedge or offset any decrease in the market value of
Company's shares.
Communications with the Board
Shareholders and other interested parties may communicate with members of the Board in writing to:
Chair of the Board, c/o General Counsel and Secretary, APi Group Corporation, 1100 Old Highway 8 NW,
New Brighton, MN 55112.
The Board has approved a process for handling correspondence received by the Company and addressed
to non-employee directors. Under that process, any Chair or an officer delegated by the Co-Chairs
("Delegated Officer") reviews all such correspondence and maintains a log of all such correspondence
and forwards to the directors copies of all correspondence that, in the opinion of any Chair or the
Delegated Officer, deal with the functions of the Board or Committees thereof or that any Chair or
Delegated Officer otherwise determines requires their attention. Any Chair or Delegated Officer may
screen frivolous or unlawful communications and commercial advertisements. Directors may at any time
review the log.
Certain Relationships and Related Party Transactions
Since January 1, 2025, we did not enter into any related party transactions other than as set forth
below.
Advisory Services Agreement
On October 1, 2019, we entered into an Advisory Services Agreement with Mariposa Capital, LLC, an
affiliate of Sir Martin. Under this agreement, Mariposa Capital, LLC agreed to provide certain services,
including corporate development and advisory services, advisory services with respect to mergers and
acquisitions, investor relations services, strategic planning advisory services, capital expenditure
allocation advisory services, strategic treasury advisory services and such other services relating to the
Company as may from time to time be mutually agreed. In connection with these services, Mariposa
Capital, LLC is entitled to receive an annual fee equal to $4,000,000, payable in quarterly installments.
The initial term of this agreement was through October 1, 2020 and has been and will in the future be
automatically renewed for successive one-year terms unless either party notifies the other party in
writing of its intention not to renew this agreement no later than 90 days prior to the expiration of the
term. This agreement may only be terminated by the Company upon a vote of a majority of our
directors. In the event that this agreement is terminated by the Company, the effective date of the
termination will be six months following the expiration of the initial term or a renewal term, as the case
may be.
Policy Regarding Related Party Transactions
The Board has determined that the Audit Committee is best suited to review and pre-approve
transactions with related persons, in accordance with the policy set forth in the Audit Committee
|
11
|
Table of Contents
Corporate Governance
Charter. Such review will apply to any material transaction or series of related transactions or any
material amendment to any such transaction involving a related person and the Company or any
subsidiary of the Company. For purposes of the policy, "related persons" consists of executive officers,
directors, director nominees, any shareholder beneficially owning more than 5% of the issued and
outstanding common stock, and immediate family members of any such persons. In reviewing related
person transactions, the Audit Committee takes into account all factors that it deems appropriate,
including whether the transaction is on terms no less favorable than terms generally available to an
unaffiliated third party under the same or similar circumstances and the extent of the related person's
interest in the transaction. No member of the Audit Committee is permitted to participate in any review,
consideration or approval of any related person transaction in which the director or any of his or her
immediate family members is the related person.
Director Compensation
We pay our non-employee directors as follows, with the cash amounts paid quarterly:
•Cash Retainer. $85,000 annually.
•Committee Fees. $10,000 member fee annually per committee.
•Committee Chair Fees. The chairs of our Nominating and Corporate Governance and
Compensation Committees each receive a $20,000 chair fee annually and the chair of our
Audit Committee receives a $25,000 chair fee annually. Chair fees are in lieu of standard
Committee Fees.
•Annual Equity Award. Each non-employee director is granted annually a number of
restricted stock units with a value of $145,000 at the date of issue. The restricted stock units
vest and settle into shares of common stock on the one-year anniversary of issuance.
•Compensation Election.Each non-employee director has the option to elect receiving their
annual cash retainer and committee/chair fees within their annual equity award instead of
receiving cash.
Our directors are entitled to be reimbursed by the Company for reasonable expenses incurred by them in
the course of their directors' duties relating to the Company.
Sir Martin does not receive any additional compensation for services as a director in light of his affiliation
with Mariposa Capital, LLC, which provides advisory services to the Company in exchange for a fee. In
addition, Mr. Becker, who serves as our CEO, is not entitled to receive any additional compensation for
his services as a director.
The following table sets forth the non-employee director compensation for the year ended December 31,
2025.
|
Name
|
Fees Earned
or
Paid in Cash
($)
|
Stock
Awards
($)(1)(2)
|
Total
($)
|
|
Sir Martin E. Franklin
|
-
|
-
|
-
|
|
James E. Lillie
|
$85,000
|
$145,044
|
$230,044
|
|
Ian G.H. Ashken
|
$120,000
|
$145,044
|
$265,044
|
|
Paula D. Loop
|
$105,000
|
$145,044
|
$250,044
|
|
Anthony E. Malkin
|
-
|
$240,011
|
$240,011
|
|
Thomas V. Milroy
|
$105,000
|
$145,044
|
$250,044
|
|
Cyrus D. Walker
|
$115,000
|
$145,044
|
$260,044
|
|
Carrie A. Wheeler
|
-
|
$240,011
|
$240,011
|
(1)Represents the aggregate grant date fair values of restricted stock units granted during 2025, computed in
accordance with FASB ASC Topic 718.
(2)The following table sets forth the aggregate number of restricted shares of our common stock at December
31, 2025 for each of our non-employee directors who receive an annual equity award as part of their director
compensation:
|
12
|
Table of Contents
Corporate Governance
|
Name
|
Aggregate Number of
Restricted Stock Units
Outstanding at
December 31, 2025
|
|
|
James E. Lillie
|
4,740
|
|
|
Ian G.H. Ashken
|
4,740
|
|
|
Paula D. Loop
|
4,740
|
|
|
Anthony E. Malkin
|
7,844
|
|
|
Thomas V. Milroy
|
4,740
|
|
|
Cyrus D. Walker
|
4,740
|
|
|
Carrie A. Wheeler
|
7,844
|
Director Stock Ownership Guidelines
Under the stock ownership guidelines adopted by the Board, each independent director is expected to
own, directly or indirectly, shares of our common stock having a value of at least 5x the amount of the
annual Board member retainer within four years following the date they are first elected to the Board. All
directors are in compliance with the Stock Ownership Guidelines.
|
13
|
Table of Contents
Proposal 1-Election of Directors
Under our bylaws, directors are elected for a one-year term expiring at the next annual meeting of
shareholders. Upon the recommendation of the Nominating and Corporate Governance Committee, our
Board has nominated Sir Martin E. Franklin, James E. Lillie, Ian G.H. Ashken, Russell A. Becker, Paula D.
Loop, Anthony E. Malkin, Thomas V. Milroy, Cyrus D. Walker and Carrie A. Wheeler for election or re-
election, each for a one-year term that will expire at the 2027 Annual Meeting of shareholders. Each of our
directors consented to serve if elected.
Our bylaws provide that directors are elected by a majority of the votes cast with respect to the nominee
for election to the Board at any meeting of shareholders at which directors are to be elected and a quorum
is present, except in the case of a contested election. "A majority of the votes cast" means that the number
of shares voted "for" a nominee for election to the Board exceeds the votes cast "against" such nominee
and will not include abstentions. In a contested election, directors are elected by a plurality of the votes
cast.
We believe that each of our directors has the experience, skills, and qualities to fully perform their duties as
a director and contribute to the execution of our long-term strategy andto oversee the most important
risks to that strategy.Our directors were nominated because we believe each is of high ethical character,
highly accomplished in their field with superior credentials and recognition, has a personal and professional
reputation that is consistent with our image and reputation, has the ability to exercise sound business
judgment, and is able to dedicate sufficient time to fulfilling their obligations as a director. Our directors as
a group complement each other and each of their respective experiences, skills and qualities so that
collectively the Board operates in an effective, collegial and responsive manner. Below we have set out each
director's principal occupation and other pertinent information about particular experience, qualifications,
attributes and skills that led the Board to conclude that such person should serve as a director.
|
Director Since 2017
Co-Chair Since 2019
Age: 61
Current Public Co. Boards:
•Nomad Foods Limited
•Element Solutions Inc
•TIC Solutions, Inc.
(formerly Acuren
Corporation)
|
Sir Martin E. Franklin
Founder and CEO, Mariposa Capital, LLC
|
|
Key Experience and Qualifications
Sir Martin has served as a director of APi Group Corporation since September 2017 and
has served as Co-Chair since October 2019. His extensive experience as a CEO and
Board Chairman across several multi-national, publicly-traded organizations gives him a
unique perspective on the critical issues facing leadership teams and board of directors,
including long-term growth strategies, equity and debt market financing, the evaluation
and execution of large-scale M&A transactions, capital allocation strategies, investor
relations, corporate governance, and executive leadership.
Key Roles
▪Founder and CEO, Mariposa Capital, LLC, a private investment office (2013-present)
▪Co-Founder, CEO, and Chair, Jarden Corporation, a multi-national consumer
packaged goods company (2001-2016)
▪Founder and Executive Chair1, Element Solutions Inc, a specialty chemicals company
(2013-present)
▪Co-Founder and Co-Chair, Nomad Foods Limited, a leading European frozen food
company (2013-present)
▪Chair and controlling shareholder, Sweet Oak Parent, LLC, a consumer products
platform that includes Royal Oak Enterprises and Whole Earth Brands (2024-
present)
▪Co-Founder and Co-Chair, TIC Solutions, Inc. (formerly Acuren Corporation), a
provider of critical asset integrity services (2022-present)
▪Director, Restaurant Brands International, Inc., a fast-food holding company
(2014-2019)
▪Chair and/or CEO of three public companies (between 1992-2000):
•Benson Eyecare Corporation, an optical products and services company
•Lumen Technologies, Inc., a manufacturer of lighting products
•Bollé Inc., a manufacturer of sunglasses, goggles and helmets
1 On March 23, 2026, Sir Martin announced that he will step down as Executive Chairman and as a director of
the Board of Element Solutions Inc., effective at its 2026 Annual Meeting.
|
|
|
14
|
Table of Contents
Proposal 1-Election of Directors
|
Director Since 2017
Co-Chair Since 2019
Age: 64
Other Public Co. Boards:
•Nomad Foods Limited
•TIC Solutions, Inc.
(formerly Acuren
Corporation)
Former Public Co. Boards
Within Past Five Years:
•Tiffany and Co.
|
James E. Lillie
Former CEO, Jarden Corporation
|
|
Key Experience and Qualifications
Mr. Lillie has served as a director of APi Group Corporation since September 2017 and
has served as Co-Chair since October 2019. His extensive experience as a CEO and
Board Chairman across several multi-national, publicly-traded organizations gives him a
unique perspective on the critical issues facing leadership teams and board of directors,
including long-term growth strategies, equity and debt market financing, the evaluation
and execution of large-scale M&A transactions, capital allocation strategies, investor
relations, corporate governance, and executive leadership.
Key Roles
▪CEO, Jarden Corporation, a multi-national consumer packaged goods company
(2011-2016); Chief Operating Officer (2003-2011) and President (2004-2011)
▪Executive Vice President of Operations, Moore Corporation, Limited (2000-2003)
▪Executive Vice President of Operations, Walter Industries, Inc., a Kohlberg, Kravis,
Roberts & Company ("KKR") portfolio company (1999 to 2000)
▪Senior level management positions including human resources, manufacturing,
finance and operations, World Color, Inc., a KKR portfolio company (1990-1999)
|
|
|
Director Since 2019
Age: 65
Committees:
•Audit (Chair)
•Nominating and Corporate
Governance
Other Public Co. Boards:
•Nomad Foods Limited
•Element Solutions Inc
|
Ian G.H. Ashken
Co-Founder, Jarden Corporation
|
|
Key Experience and Qualifications
Mr. Ashken has served as a director of APi Group Corporation since October 2019. His
extensive leadership experience board director across several multi-national, publicly-
traded organizations gives him a unique perspective on the critical issues facing
leadership teams and board of directors, including long-term growth strategies, equity
and debt market financing, the evaluation and execution of large-scale M&A
transactions, capital allocation strategies, financial expertise, investor relations,
corporate governance, and executive leadership.
Key Roles
▪Co-founder, JardenCorporation, a multi-national consumer packaged goods
company (2001-2016); served at various times as Vice Chairman, President, Chief
Financial Officer, Secretary
▪Vice Chairman and/or Chief Financial Officer of three public companies (between
1992 - 2000):
•Benson Eyecare Corporation, an optical products and services company
•Lumen Technologies, Inc., a manufacturer of lighting products
•Bollé Inc., a manufacturer of sunglasses, goggles and helmets
|
|
|
15
|
Table of Contents
Proposal 1-Election of Directors
|
Director Since 2019
Age: 60
Other Public Co. Boards:
•None
|
Russell A. Becker
President and CEO, APi Group Corporation
|
|
Key Experience and Qualifications
Mr. Becker has served as a director of APi Group Corporation since October 2019. We
believe Mr. Becker's qualifications to serve on our Board include his extensive
knowledge of APi Group and the industries and end markets in which it operates. Given
his years of executive leadership with the Company, Mr. Becker brings a unique
perspective on the critical issues facing the Company, including its long-term growth
strategies, leadership development, financing, the evaluation and execution of M&A
transactions, capital allocation strategies, and investor relations.
Key Roles
•President and CEO, APi Group Corporation, (2004-present); President and Chief
Operating Officer, APi Group, Inc. (2002-2004)
•Various leadership roles, The Jamar Company, a subsidiary of APi Group, Inc.
(1995-2002)
•Project Manager, Ryan Companies, a design-build contractor that develops,
designs, and constructs commercial real estate and facilities (1993-1995)
•Director, Liberty Diversified Industries, a privately held paper, packaging, and
building products company (2017-2024)
•Director, Marvin Companies, a privately held window and door manufacturer (2019-
present)
|
|
|
Director Since 2022
Age: 64
Committees:
•Audit
•Compensation
Other Public Co. Boards:
•Fastly, Inc.
•Robinhood Markets, Inc.
|
Paula D. Loop
Former Assurance Partner, PricewaterhouseCoopers
|
|
Key Experience and Qualifications
Ms. Loop has served as a director of APi Group Corporation since March 2022. We
believe Ms. Loop's qualifications to serve on our Board include her public company
experience, specifically working with boards, audit committees across multiple markets
and industry sectors on governance, accounting, financial reporting, sustainability, and
SEC reporting matters.
Key Roles
▪Assurance Partner, PricewaterhouseCoopers, an international professional services
accounting firm (1983 - 2021)
•Leader of PwC's Governance Insights Center
•Board of Partners (2017-2021)
•New York Metro Regional Assurance Leader
|
|
|
Director Since 2019
Age: 63
Committees:
•Nominating and Corporate
Governance
Other Public Co. Boards:
•Empire State Realty Trust,
Inc.
|
Anthony E. Malkin
Chairman and CEO, Empire State Realty Trust, Inc.
|
|
Key Experience and Qualifications
Mr. Malkin has served as a director of APi Group Corporation since October 2019. We
believe Mr. Malkin's qualifications to serve on our Board include his real estate
investment experience, energy efficiency initiatives, service on other corporate boards
and his knowledge of public companies.
Key Roles
▪Chairman and CEO of Empire State Realty Trust, Inc. ("ESRT"), a real estate
investment trust (2013-present); other leadership roles with ESRT's predecessor
entities (1989-2013)
▪Chair, Malkin Holdings L.L.C.
▪Member of the Real Estate Roundtable and Chair of its Sustainability Policy Advisory
Committee, Urban Land Institute, the Board of Governors of the Real Estate Board
of New York
▪Former member, Climate Mobilization Advisory Board of the New York City
Department of Buildings
▪Director, Tacombi Holding, N.A., a privately-held quick service restaurant company
(2021-2024)
|
|
16
|
Table of Contents
Proposal 1-Election of Directors
|
(Lead Independent Director)
Director Since 2017
Age: 70
Committees:
•Compensation (Chair)
Other Public Co. Boards:
•Interfor Corporation
Former Public Co. Boards
Within Past Five Years:
•Admiral Acquisition Limited
|
Thomas V. Milroy
Former Senior Advisor, BMO Capital Markets
|
|
Key Experience and Qualifications
Mr. Milroy has served as a director of APi Group Corporation since September 2017. We
believe Mr. Milroy's qualifications to serve on our Board include his experience as past
Chief Executive Officer of a large financial services company, service on other corporate
boards and his knowledge of finance, investment and corporate banking, mergers and
acquisitions, risk assessment and business development.
Key Roles
▪CEO and Senior Advisor, BMO Capital Markets ("BMOCM"), an investment banking
firm (2008-2015); other leadership roles (1993-2008)
▪Director, Generation Capital Limited, a private investment company (2015-present)
▪Former Director, Tim Hortons Inc. (2013-2014)
▪Former Director, Restaurant Brands International Inc. (2014-2018)
|
|
|
Director Since 2019
Age: 58
Committees:
•Nominating and
Corporate Governance
(Chair)
• Compensation
Other Public Co.
Boards:
•Houlihan Lokey, Inc.
Former Public Co.
Boards Within Past
Five Years:
•Arbor Ralpha Capital
Bioholdings Corp I
|
Cyrus D. Walker
Managing Director, Consello Group
|
|
Key Experience and Qualifications
Mr. Walker has served as a director of APi Group Corporation since October 2019. His
experience as a CEO and board director for several organizations gives him a unique
perspective on the critical issues facing leadership teams and board of directors,
including real estate, private equity, insurance, corporate governance, and executive
leadership.
Key Roles
▪Managing Director, Consello Group, an advisory and investing platform (2025-
present)
▪Strategic Advisor, Fifth Down Capital, an investment firm (2023-2025)
▪Director, Starwood Credit Income Real Estate Trust (2023-present)
▪Principal, Discovery Land Company, a real estate developer and operator of private
communities and resorts (2022-2024)
▪Operating partner, Vistria Group, a private equity investment firm (2022-present)
▪Director, The Mather Group, an investment advisory firm (2022-present)
▪Director, Flores & Associates LLC, a Vistria Group affiliated company (2022-present)
▪Director, Kendra Scott, a privately held jewelry company (2021-present)
▪Director, OneTeam Partners, a sports media and licensing company (2022-present)
▪Founder and CEO, The Dibble Group, an insurance brokerage and consulting firm
(2018-2022)
▪Co-CEO and other roles, Nemco Group, LLC, an insurance brokerage and consulting
firm (2000-2012)
▪Founder and CEO, OSI Benefits, an insurance brokerage consulting firm
(1995-2000)
|
|
|
17
|
Table of Contents
Proposal 1-Election of Directors
|
Director Since 2019
Age: 54
Committees:
•Audit
Other Public Co. Boards:
•TKO Group Holdings, Inc.
Former Public Co. Boards
Within Past Five Years:
•Dollar Tree, Inc.
•Opendoor Technologies
Inc.
|
Carrie A. Wheeler
Former CEO, Opendoor Technologies, Inc.
|
|
Key Experience and Qualifications
Ms. Wheeler has served as a director of APi Group Corporation since October 2019. We
believe Ms. Wheeler's qualifications to serve on our Board include her executive
leadership, extensive experience in business assessment, mergers and acquisitions,
financing and guiding public market transactions, her experience as a Chief Executive
Officer and Chief Financial Officer of a public company, and her substantial experience
serving on other corporate boards, including her previous service on other companies'
audit committees.
Key Roles
▪Former CEO, Opendoor Technologies Inc., a technology firm for residential real
estate (2022-2025); CFO (2020-2022)
▪Partner, Head of Consumer and Retail Investing, TPG Global, a private equity firm
(1996-2017)
▪Former board member of other privately held companies, including J. Crew, Neiman
Marcus Group, and Petco Animal Supplies.
|
|
RECOMMENDATION OF THE BOARD OF DIRECTORS
|
✔
|
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF EACH OF THE DIRECTOR NOMINEES.
|
|
18
|
Table of Contents
COMPENSATION DISCUSSION & ANALYSIS
This Compensation Discussion and Analysis ("CD&A") provides information regarding our executive
compensation philosophy, programs and decisions for 2025 for our named executive officers (the
"NEOs"). For 2025, our NEOs were:
|
Name(1)
|
Title
|
|
|
Russell A. Becker
|
President and CEO
|
|
|
Glenn David Jackola
|
Executive Vice President and Chief Financial Officer
|
|
|
Louis B. Lambert
|
Senior Vice President, General Counsel and Secretary
|
|
|
Kristina M. Morton
|
Senior Vice President and Chief People Officer
|
(1)We had only four "executive officers" as defined in Rule 3b-7 under the Exchange Act during 2025 and therefore had only four
NEOs for 2025.
Compensation Strategy
Our executive compensation philosophy aligns executive compensation decisions with shareholder
interests, business strategy, and performance. Our compensation plans are designed to drive long-term
financial returns for our shareholders and reward our executives for executing on the Company's
strategy and key initiatives. Priorities of our compensation philosophy are the following:
|
Strategically Aligned
|
Align with business strategies to deliver winning performance
|
|
Performance Based
|
Tie significant portions of compensation to performance metrics that align
to our short- and long-term goals
|
|
Drives Shareholder Value
|
Align each executive's interests with shareholder's interests
|
|
Market Informed
|
Design programs and compensation levels competitive with the external
market
|
|
Motivates & Retains
Executives
|
Attract and retain key executives capable of leading the business forward
|
Pay for Performance
The Compensation Committee creates a pay-for-performance culture with a significant portion of
executive compensation delivered through at-risk pay. Their compensation is appropriately weighted
between short- and long-term performance, balancing near- and long-term strategic goals and
shareholder value creation.
|
19
|
Financial Highlights
In 2025, we delivered strong earnings growth, ending 2025 with record net income of $302 million and
record Adjusted EBITDA of $1,041 million, up 16.6% from 2024. This was supported by a 50 basis point
improvement in EBITDA margin, ending the year at 13.2%, exceeding our 13% goal by 2025. Given our
strong 2025 financial performance, our 2025 STI plan paid at 141.9% of target and our 2023-2025 PSUs
vested at 185.9% of target, which demonstrates the strong link between pay and performance.
1 Refer to Appendix A for reconciliation of non-GAAP measures to most directly comparable GAAP measures.
Compensation Governance Practices
Our executive compensation governance practices are intended to support the needs of the business,
drive performance, and ensure the leadership team's alignment with the short- and long-term interests
of our shareholders.
|
Highlights
|
||
|
ü
|
Pay for performance with a substantial majority of pay dependent on performance, not guaranteed
|
|
|
ü
|
Use multi-year vesting terms for annual executive officer equity awards
|
|
|
ü
|
Balance of short- and long-term incentives
|
|
|
ü
|
All incentive compensation subject to "clawback" by the Company
|
|
|
ü
|
Engagement of an independent compensation consultant
|
|
|
ü
|
Benchmark of compensation to peer and market data during compensation decision-making process
|
|
|
ü
|
Stock ownership guidelines for directors and executive officers
|
|
|
20
|
Table of Contents
Compensation Discussion & Analysis
Executive Compensation Setting Process
Roles and Responsibilities
|
Role
|
Responsibilities
|
Description
|
|||
|
Compensation
Committee
|
Oversees Programs
and Decisions
|
The Compensation Committee is responsible for, among other things:
•reviewing and approving corporate goals and objectives with respect
to compensation for the CEO, evaluating the CEO's performance and
approving the CEO's compensation based on such evaluation; and
•determining compensation for the Company's other executive officers.
In reviewing and determining executive compensation, the
Compensation Committee generally considers: compensation levels at
peer companies and information derived from compensation surveys
provided by outside consultants; the Company's past-year performance
and growth; the results of any Say-on-Pay votes by shareholders;
achievement of specific pre-established financial goals; a subjective
determination of the executives' past performance and expected future
contributions to the Company; past equity awards granted to such
executives; and the recommendation of the CEO.
|
|||
|
Shareholders
|
Provide Feedback
|
The Compensation Committee evaluates the most recent advisory vote
of the Company's shareholders on executive compensation, known as
the "Say-on-Pay" vote, as well as other feedback that it may receive
from the Company's largest shareholders in connection with this vote.
Our Say-on-Pay results consistently reflect strong support for the
linkage between pay and performance in our compensation programs.
Over the past three years our Say-on-Pay results have been above
95%.
|
|||
|
2025
|
2024
|
2023
|
|||
|
Say on Pay
Results
|
97.2%
|
98.5%
|
95.5%
|
||
|
The Compensation Committee believes these voting results demonstrate
significant continuing support for our executive compensation program.
We seek input from our shareholders and conduct shareholder
engagement efforts throughout the year. The Compensation Committee
will continue to consider the views of our shareholders in connection
with executive pay practices and programs and will make adjustments
based on evolving best practices and changing regulatory or other
requirements.
|
|||||
|
Independent
Compensation
Consultant
|
Advises
Compensation
Committee
|
In 2025, the Compensation Committee used WTW to serve as the
independent compensation consultant. The information from WTW
regarding pay practices at peer companies is used by the Compensation
Committee as a resource in its deliberations regarding executive
compensation and will be useful in determining the marketplace
competitiveness as well as reasonableness and appropriateness of our
executive compensation programs.
|
|||
|
Executive Officers
|
Provide Input and
Insights
|
The Compensation Committee considers input from our CEO, CFO, and
Chief People Officer when determining performance metrics and
objectives for our STI and LTI plans and evaluating performance against
such metrics and objectives. Our CEO and Chief People Officer then
evaluate the individual performance and the competitive pay positioning
of senior leadership team members who report directly to the CEO,
including the NEOs, and then make recommendations to the
Compensation Committee regarding the target compensation for such
NEOs and other executive officers of the Company.
|
|||
|
21
|
Table of Contents
Compensation Discussion & Analysis
Compensation Peer Group
How we use peer group data
We compare our executive compensation programs to those of 16 companies that make up our
compensation peer group. The Compensation Committee uses peer group data to generally inform:
•compensation plan design;
•compensation levels for our NEOs, including base salaries, annual incentive targets and LTI
award targets;
•form and mix of equity awards granted to our NEOs; and
•the nature and amount of perquisites offered to our NEOs.
When making compensation decisions, the Compensation Committee generally analyzes data relating to
our peer group and considers the dynamics of operating in the safety services and specialty services
industries, the importance of rewarding and retaining talented and experienced executives to continue to
guide the Company, the alignment of our executive compensation program with shareholders' interests
and the voting guidelines of certain proxy advisory firms and shareholders. In addition, in connection
with the 2025 executive compensation program design, the Compensation Committee received analyses,
guidance and recommendations, including general information on executive compensation market trends
and practices of peer companies, provided by the Compensation Committee's independent compensation
consultant. The Compensation Committee does not strictly benchmark executive pay against this
comparative compensation information, but instead uses this data as a market check to inform its
compensation decisions.
How our peer group was determined
In determining our peer group, the Compensation Committee considered factors such as revenue,
market capitalization, global scope of operations, and industry alignment. For 2025, based on
comparability of businesses and industries, AtkinsRealis Group Inc. was removed and FirstService was
added.
|
2025 Peer Group
|
||||
|
ABM Industries Incorporated
|
Ecolab Inc.
|
Resideo Technologies, Inc.
|
||
|
ADT Inc.
|
EMCOR Group, Inc.
|
The Brink's Company
|
||
|
Aramark
|
FirstService Corporation
|
Waste Connections, Inc.
|
||
|
Cintas Corporation
|
Jacobs Solutions Inc.
|
Xylem Inc.
|
||
|
Clean Harbors, Inc.
|
Otis Worldwide Corporation
|
|||
|
Comfort Systems USA, Inc.
|
Republic Services, Inc.
|
|||
|
Peer Group Changes Made for 2025
|
||||
|
Added to peer group:
|
||||
|
FirstService Corporation
|
||||
|
Removed from peer group:
|
||||
|
AtkinsRéalis Group Inc.
|
||||
|
22
|
Table of Contents
Compensation Discussion & Analysis
Components of the Executive Compensation Program
Our NEOs receive a base salary, annual cash incentive compensation, and annual equity incentive
awards (each, an "LTI Award") and participate in our employee benefits programs and plans.
In the first quarter of 2025, the Compensation Committee approved, and the Company implemented,
the executive compensation program for 2025.
The following table summarizes the primary components of the 2025 executive compensation programs.
Each NEO's base salary and target incentives are determined based on peer group market data by role,
job scope and responsibilities, individual contributions to business outcomes, pay equity, and future
potential.
|
Purpose
|
Key Characteristics
|
|
BASE SALARY
|
|
|
Attract and retain top talent
|
•Fixed compensation paid in cash
|
|
SHORT-TERM INCENTIVES (STI)
|
|
|
Align compensation with annual
financial performance on key financial
metrics and motivate the achievement
of those results
|
•Metric(s): 100% Adjusted EBITDA
•Payout Range: 0-200% of target
•Each NEO has a target % of base salary
•Actual payouts are exclusively based on financial results vs.
targets
|
|
LONG-TERM INCENTIVES (LTI)
|
|
|
Align the interests of our executives
with shareholders, encourage long-term
value creation and serve as a retention
vehicle
|
•Value tied to stock price performance
•Mix: 60% PSUs and 40% RSUs
•Vesting Timeframe: 3-years
•PSU Metric(s): 100% Cumulative Adjusted EBITDA
•PSU Payout Range: 0-200% of target
•Each NEO has a target % of base salary
•Actual vested value based on stock price performance and
in some cases, achievement of financial results vs. targets
|
2025 Compensation Decisions
Consistent with our compensation philosophy of paying for performance, our compensation decisions
closely link pay and performance. Our performance during 2025 resulted in the following compensation
actions.
Base Salary
The Compensation Committee expects to annually review the NEOs' base salaries and make appropriate
adjustments based on factors determined by the Compensation Committee, including individual
responsibilities and performance, internal pay equity, compensation history, executive potential, and
peer group and market-based data, as described above. During 2025, the base salaries of our NEOs
changed as set forth below:
|
Name
|
Base Salary
|
Increase (%)
|
||
|
Russell A. Becker
|
$1,425,000
|
0.0%
|
||
|
Glenn David Jackola (1)
|
$725,000
|
NA
|
||
|
Louis B. Lambert
|
$575,000
|
4.5%
|
||
|
Kristina M. Morton
|
$560,000
|
5.7%
|
(1)Glenn David Jackola was appointed as Executive Vice President and Chief Financial Officer on March 28, 2025.
|
23
|
Table of Contents
Compensation Discussion & Analysis
Short-Term Incentive Compensation
In 2025, Company executives had an opportunity to earn cash incentive compensation based on the
achievement of annual performance goals developed in the annual budget process and approved by the
Compensation Committee. The Compensation Committee annually reviews, and revises if necessary, the
appropriateness of the performance metrics, their correlation to the Company's overall growth strategy
and the impact of such performance metrics on long-term shareholder value.
STI Opportunity. For 2025, all our NEOs were eligible for an annual cash incentive opportunity as
outlined below, based on the achievement of a performance goal tied to annual Adjusted EBITDA
performance.
Amounts payable under the annual incentive portion of the executive compensation plan can range from
0-200% of target, with a threshold payout at 40% of target and a maximum payout of 200% of target
based on achievement of the performance goal. If the performance goal was achieved between the
threshold level and target or between the target and maximum level, the amount of the annual incentive
payment with respect to that performance goal is calculated on a linear basis from the target level.
Performance Metrics, Target, 2025 Performance and Payout.For 2025, the Compensation Committee
determined that the annual incentive compensation paid to our NEOs would be based on performance
against adjusted EBITDA targets. Adjusted EBITDA is calculated based on net income, adjusted as
described in the Appendix and to eliminate the impact of foreign currency fluctuations and significant
acquisitions and divestitures. The Compensation Committee believes that our NEOs can impact adjusted
EBITDA and that it is one of the most important performance metrics used by investors, shareholders
and creditors as an indicator of the performance of our core business.
|
2025 Financial Targets
|
2025 Actual
Results
|
||||
|
Metric
|
< Threshold
|
Threshold
|
Target
|
Maximum
|
|
|
Adjusted EBITDA
($ in millions)
|
<$932.9
|
$932.9
|
$992.4
|
$1,052.0
|
$1,017.4
|
|
Payout %
|
0%
|
40%
|
100%
|
200%
|
141.9%
|
The Company's adjusted EBITDA for 2025 was $1,040.7 million. Adjusted EBITDA for the purposes of
incentive calculations was then reduced to $1,017.4 million, resulting in an 141.9% payout on the
annual cash incentives plan. The reduction of $23.3 million reflected adjustments based the impact of
foreign exchange as described in Appendix A.
The payouts for the NEOs were:
|
Named Executive Officer
|
2025 STI
Earnings
|
Target STI
as a % of
Base Salary
|
Financial
Performance
Payout Factor
|
Payout
|
|
Russell A. Becker
|
$1,425,000
|
125%
|
141.9%
|
$2,527,594
|
|
Glenn David Jackola
|
$725,000
|
100%
|
141.9%
|
$1,028,775
|
|
Louis B. Lambert
|
$575,000
|
75%
|
141.9%
|
$611,944
|
|
Kristina M. Morton
|
$560,000
|
75%
|
141.9%
|
$595,980
|
|
24
|
Table of Contents
Compensation Discussion & Analysis
Long-Term Incentive (LTI) Compensation
2025 LTI Grants
The 2025 executive compensation program adopted by the Compensation Committee includes the grant
of LTI Awards under the Equity Incentive Plan. The Compensation Committee used a percentage of each
NEO's base salary to determine the value of the LTI Award to be granted to each NEO each year. The
Compensation Committee also believes that the structure of LTI Awards should correlate the value of
any such award to the achievement by the Company of long-term and strategic objectives. As such, the
Compensation Committee expects that a significant percentage of the amount of LTI Awards will be
subject to the achievement of Company performance goals. Time-based awards are awarded as part of a
balanced approach to encourage retention and ensure that the Company's compensation programs do
not encourage excessive risk-taking.
For 2025, the Compensation Committee approved the grant of a mix of PSUs and RSUs to the NEOs. The
RSUs represent 40% of the total target award amount and will vest ratably over three years from the
date of grant. The PSUs represent 60% of the total target award amount, assuming performance and
vesting at target levels. The performance metric for the 2025 PSU LTI Awards were based on cumulative
adjusted EBITDA dollars. The metric was chosen because we believe it is a driver of sustained value
creation over the long term for our shareholders. The cumulative adjusted EBITDA dollar metric has a
three-year performance period and a payout range of 0-200% based on the achievement of the pre-
established goals (below threshold performance equating to 0%, threshold performance equating to
25%, target performance equating to 100% and maximum performance equating to 200%), the
achievement of which will be determined by the Compensation Committee following the three-year
performance period ending December 31, 2027. In 2025, the Compensation Committee granted the
following LTI Awards to the NEOs:
|
Named Executive
Officer
|
Target LTI as a
% of Base Salary
|
Total Grant Date
Fair Value ($)
|
PSUs
|
RSUs
|
|
Russell A. Becker
|
450%
|
$6,412,521
|
$3,847,520
|
$2,565,001
|
|
Glenn David Jackola
|
250%
|
$1,812,581
|
$1,087,548
|
$725,033
|
|
Louis B. Lambert
|
185%
|
$1,063,767
|
$638,260
|
$425,507
|
|
Kristina M. Morton
|
165%
|
$924,062
|
$554,429
|
$369,633
|
The above PSU award represents the target grant amount; actual shares earned at vesting, if any, may
be higher or lower depending on the level of performance achieved.
2023-2025 PSU Payout
In February 2023, our NEOs were granted the 2023-2025 PSUs. Our NEOs received the vested shares
for the award in March 2026. These PSUs had a performance period of January 1, 2023 - December 31,
2025 and has a payout range of 0 - 200%.
|
2023 - 2025 Financial Targets
|
2023 - 2025
Actual Results
|
||||
|
Metric
|
< Threshold
|
Threshold
|
Target
|
Maximum
|
|
|
3-year Cumulative
Adjusted EBITDA
($ in millions)
|
<$2,470
|
$2,470
|
$2,600
|
$2,730
|
$2,712
|
|
Payout %
|
0%
|
25%
|
100%
|
200%
|
185.9%
|
The Company's cumulative adjusted EBITDA dollars for the three year performance period was $2,712
million, resulting in an 185.9% payout. These results reflect adjustments based on policies previously
adopted by the Compensation Committee for the impact of foreign exchange described in Appendix A.
|
25
|
Table of Contents
Compensation Discussion & Analysis
Benefits and Other Perquisites
We provide team members, including the NEOs, with a range of employee benefits including life and
health insurance, disability benefits and retirement benefits (as described below), that are designed to
assist in attracting and retaining skilled team members critical to our long-term success, and to be
competitive with market practice.
401(k) & Profit Sharing Plan
Most of our US-based team members, including our NEOs, are eligible to participate in the Company's
tax-qualified 401(k) & Profit Sharing Plan (the "401(k) Plan"). Pursuant to the 401(k) Plan, team
members may elect to contribute a portion of their current compensation to the 401(k) Plan, in an
amount up to the statutorily prescribed annual limit. The 401(k) Plan provides the option for the
Company to make matching contributions. Participants may also direct the investment of their 401(k)
Plan accounts into several investment alternatives. The Profit Sharing Plan provides for an annual
discretionary contribution of the Company's common stock based on certain performance criteria
reviewed and approved by the Compensation Committee.
Other Benefits and Perquisites
We provide each of our NEOs with an executive term life insurance policy which provides a death benefit
of $550,000 and an executive disability insurance policy which covers up to 75% of their base salary. We
provide each of our NEOs with a car allowance. Certain NEOs receive reimbursement of the cost of
annual physicals.
Perquisites paid by the Company are reflected in the "All Other Compensation" column in the Summary
Compensation Table in the "Executive Compensation" section.
Employee Stock Purchase Plan
Most of our domestic team members, including our NEOs, are eligible to participate in the Company's
Employee Stock Purchase Plan (the "ESPP"). Sales of shares of our common stock under the ESPP are
generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the
Internal Revenue Code. The ESPP permits team members of the Company, including our NEOs, to
purchase common stock at a discount equal to 85% of the lesser of (i) the market value of the common
stock on the first day of the offering period, or (ii) the market value of the common stock on the
purchase date, whichever is lower. Participants are subject to eligibility requirements and may not
purchase more than 500 shares in any offering period or more than $10,000 of common stock in a year
under the ESPP.
Other Compensation-Related Practices and Policies
Executive Stock Ownership Guidelines
The Compensation Committee believes that it is important to align the interests of our directors and
executive officers, including our NEOs, with the interests of our shareholders. Our Stock Ownership
Guidelines for Executive Officers and Non-Employee Directors require non-employee directors and
executive officers to hold shares with a value equal to or exceeding a multiple of annual cash retainer or
base salary, as applicable. Each non-employee director and executive officer is expected to comply with
the guidelines within four years following the date he or she becomes subject to the requirements.
Failure to satisfy these Guidelines will limit the ability of the relevant individual to sell shares of our
stock. The following table sets forth the Stock Ownership Guidelines:
|
Title
|
Stock Ownership Guidelines
|
|
|
CEO
|
5x Base Salary
|
|
|
Executive Vice Presidents & Senior Vice Presidents
|
2x Base Salary
|
Shares included in this calculation are those directly or indirectly owned (including without limitation
unvested RSU awards not subject to achievement of performance goals) and shares held in savings
plans (including without limitation the 401(k) Plan) or acquired through the ESPP. All NEOs are in
compliance with the Stock Ownership Guidelines.
|
26
|
Table of Contents
Compensation Discussion & Analysis
Executive Severance and Change in Control
Mr. Becker's Employment Agreement contains details relating to his severance benefits. All other
Executive Officers are eligible for the Executive Officer Severance Policy. We believe such severance
benefits and change-in-control provisions serve the best interests of the Company and our shareholders
by allowing our executives to exercise sound business judgment without fear of significant economic loss
in the event they lose their employment with the Company as a result of a change in control. We also
believe that such arrangements are competitive, reasonable, and necessary to attract and retain key
executives. The Executive Severance Policy and Mr. Becker's Employment Agreement provide for the
payment of severance and other benefits upon a qualifying termination for our NEOs as outlined below.
Further detail with respect to equity vesting on a change in control can be found in the "Potential
Payments Upon Termination or Change in Control" table.
|
CEO and CFO
|
SVPs
|
|
|
Qualifying
Termination
|
Termination of employment (a) without
Cause, or (b) by the executive for "Good
Reason"
|
Termination of employment (a) without
Cause, or (b) for "Good Reason" within
twelve months of a Change in Control
|
|
Severance Amount
|
2 x (Base Salary + Target Annual
Bonus)
|
1.5 x Base Salary (1)
|
|
Annual Incentive
|
Target incentive prorated based on the number of days worked in the plan year.
|
|
|
Benefit Continuation
|
18 months
|
12 months
|
(1)1 x Base Salary if qualifying termination occurs within two years of service.
Clawback Policy
Our Executive Compensation Clawback Policy applies to excess incentive-based compensation received
by any officers subject to Section 16 of the Exchange Act ("covered officers") in the event of a required
accounting restatement. The policy is intended to comply with the final rules regarding recovery of
erroneously awarded compensation as promulgated by the SEC and the NYSE. Subject to limited
exceptions, the policy provides that the Company will recover the incentive-based compensation
received by each covered officer during the prior three fiscal years that exceeds the amount that the
covered officers otherwise would have received had the incentive-based compensation been determined
based on the restated financial statements.
Policies and Practices Relating to the Timing of Equity Awards
We generally grant annual equity-based awards during the first quarter of our fiscal year, although such
timing may change from year to year. At the discretion of the Compensation Committee, the Committee
may also consider and approve interim or mid-year grants (or grants made on another basis) from time
to time based on business needs, changing compensation practices, or other factors. The Compensation
Committee does not take into account material nonpublic information in determining the timing and
terms of equity-based awards, and we have not timedthe disclosure of material nonpublic information
for the purpose of affecting the value of executive compensation.
|
27
|
Table of Contents
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes the compensation of our NEOs for the fiscal years presented.
|
Name and Principal
Position
|
Year
|
Salary ($)
|
Bonus
($)
|
Stock
Awards
($)(1)(2)
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
All Other
Compensation
($)(4)
|
Total
($)
|
|||||
|
Russell A. Becker
|
2025
|
$1,425,000
|
$0
|
$6,412,521
|
$2,527,594
|
$85,402
|
$10,450,517
|
|||||
|
President and Chief
Executive Officer
|
2024
|
$1,425,000
|
$0
|
$5,985,054
|
$1,373,344
|
$55,210
|
$8,838,608
|
|||||
|
2023
|
$1,425,000
|
$0
|
$5,700,030
|
$3,012,094
|
$60,506
|
$10,197,630
|
||||||
|
Glenn David Jackola(5)
|
2025
|
$686,852
|
$75,000
|
$1,812,582
|
$1,028,775
|
$32,023
|
$3,635,232
|
|||||
|
Executive Vice President
and Chief Financial Officer
|
2024
|
$386,250
|
$15,000
|
$750,083
|
$442,756
|
$231,142
|
$1,825,231
|
|||||
|
2023
|
$375,000
|
$0
|
$250,009
|
$259,930
|
$246,286
|
$1,131,225
|
||||||
|
Louis B. Lambert
|
2025
|
$575,000
|
$0
|
$1,063,767
|
$611,944
|
$52,160
|
$2,302,871
|
|||||
|
Senior Vice President,
General Counsel and
Secretary
|
2024
|
$550,000
|
$0
|
$962,536
|
$318,038
|
$43,688
|
$1,874,262
|
|||||
|
2023
|
$500,000
|
$0
|
$875,018
|
$634,125
|
$22,127
|
$2,031,270
|
||||||
|
Kristina M. Morton
|
2025
|
$560,000
|
$0
|
$924,062
|
$595,980
|
$50,068
|
$2,130,110
|
|||||
|
Senior Vice President and
Chief People Officer
|
2024
|
$520,000
|
$0
|
$790,530
|
$300,690
|
$43,995
|
$1,655,215
|
|||||
|
2023
|
$475,000
|
$0
|
$712,530
|
$602,419
|
$32,061
|
$1,822,010
|
(1)The amounts in this column do not reflect compensation actually received by the NEOs, nor do they reflect the actual value
that will be recognized by the NEOs. Instead, the amounts represent the aggregate grant date fair value of awards computed
in accordance with FASB ASC Topic 718.
(2)Amounts shown in this column represent the aggregate grant date fair value of PSUs granted to certain of our NEOs, and the
grant date fair value of time-based RSUs granted to each of our NEOs in the fiscal years indicated, computed in accordance
with FASB ASC Topic 718. The aggregate grant date fair value of the PSUs that have an EBITDA performance condition was
computed based on the probable outcome of the applicable performance target as of the grant date and 100% achievement of
such performance target. For 2025, the value of these PSUs at the grant date assuming the highest level of performance
achieved, earned at 200% of target would be $7,695,040 for Mr. Becker; $2,175,096 for Mr. Jackola; $1,276,520 for Mr.
Lambert; and $1,108,858 for Ms. Morton. The grant date fair value of the time-based RSUs was computed in accordance with
FASB ASC Topic 718, based on the closing market price of our common stock on the grant date. Additional information
regarding the 2025 equity awards is set forth below in the Grants of Plan-Based Awards During 2025table.
(3)The amounts reported reflect compensation earned for 2025 performance under our annual cash incentive compensation
program. We make payments under this program in the first quarter of the fiscal year following the fiscal year in which they
were earned after finalizing our annual audited financial statements.
(4)These amounts represent Company matching contributions to the 401(k) Plan, Company profit-sharing contributions of
common stock to the 401(k) Plan, executive life and disability insurance benefits, annual executive physicals, club fees and car
allowance. Additional detail regarding the components of the amounts shown for 2025 for each of our NEOs is provided in the
"All Other Compensation Table" below.
(5)Mr. Jackola became a NEO in 2024. Mr. Jackola received a cash stipend during his time as Interim, Chief Financial Officer. This
stipend equated to $75,000 in 2025 and $15,000 in 2024. Mr. Jackola was no longer eligible for the cash stipend once being
named EVP, Chief Financial Officer in March 2025. While Mr. Jackola served as Interim Chief Financial Officer, his 2025 annual
LTI grant was associated with his prior role. Once he was named Executive Vice President and Chief Financial Officer, Mr.
Jackola received a true up of his 2025 annual LTI grant. As a result, Mr. Jackola has two awards in 2025, which can be found
in the Grants of Plan Based Awards Table. The total of the two awards is included in the Summary Compensation Table and
can be found in the Long-Term Incentive Section within the CD&A on page 23.
|
28
|
Table of Contents
Executive Compensation
All Other Compensation Table
The following table provides additional information on the amounts reported in the All Other
Compensation column of the Summary Compensation Table for 2025.
|
R. Becker
|
G.D. Jackola
|
L. Lambert
|
K. Morton
|
|
|
401(k) Contributions by Company
|
||||
|
Profit Sharing
|
$13,800
|
$13,800
|
$13,800
|
$13,800
|
|
Cash Match
|
$10,600
|
$10,600
|
$10,600
|
$10,600
|
|
Executive Life and Disability
|
$52,002
|
$873
|
$15,313
|
$15,118
|
|
Annual Executive Physicals
|
$3,447
|
$1,550
|
||
|
Car Allowance
|
$9,000
|
$6,750
|
$9,000
|
$9,000
|
|
Total
|
$85,402
|
$32,023
|
$52,160
|
$50,068
|
Grants of Plan-Based Awards During 2025
The following table provides information about cash (non-equity) and equity incentive compensation
awarded to our NEOs in 2025. Information on the terms of these awards is discussed in greater detail in
this proxy statement under the caption "Compensation Discussion and Analysis." See "Potential
Payments Upon Termination or Change in Control" for a discussion of how equity awards are treated
under various termination scenarios.
|
Name
|
Estimated Future Payouts
Under
Non-Equity Incentive Plan
Awards(1)
|
Grant
Date and
Approval
Date
|
Estimated Future Payouts
Under
Equity Incentive Plan
Awards(2)
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)
|
Grant
Date Fair
Value of
Stock
Awards
($)(4)
|
||||
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||
|
Russell A. Becker
|
$712,500
|
$1,781,250
|
$3,562,500
|
2/24/2025
|
36,797
|
147,189
|
294,378
|
$3,847,520
|
|
|
2/24/2025
|
98,126
|
$2,565,014
|
|||||||
|
G. David Jackola
|
$290,000
|
$725,000
|
$1,450,000
|
2/24/2025
|
1,435
|
5,739
|
11,478
|
$150,017
|
|
|
2/24/2025
|
3,827
|
$100,038
|
|||||||
|
3/28/2025
|
9,772
|
39,086
|
78,172
|
$937,543
|
|||||
|
3/28/2025
|
26,057
|
$625,021
|
|||||||
|
Louis B. Lambert
|
$172,500
|
$431,250
|
$862,500
|
2/24/2025
|
6,104
|
24,417
|
48,834
|
$638,260
|
|
|
2/24/2025
|
16,278
|
$425,507
|
|||||||
|
Kristina M. Morton
|
$168,000
|
$420,000
|
$840,000
|
2/24/2025
|
9,772
|
39,086
|
78,172
|
$1,021,708
|
|
|
2/24/2025
|
26,057
|
$681,130
|
|||||||
(1)The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2025 performance.
The 2025 annual cash incentive payments were made in March 2026. The actual amounts paid under our annual cash
incentive compensation program are the amounts reflected in the Non-Equity Incentive Plan Compensation column of the
Summary Compensation Table.
(2)This column represents the number of PSUs granted in 2025 to the NEOs. The threshold, target and maximum amounts reflect
the maximum number of shares that may be earned assuming that 25%, 100% and 200% of the applicable performance
target is achieved. See footnote 3 to the Summary Compensation Table and page 24 of the CD&A for additional information.
(3)This amount represents the number of RSUs granted in 2025 to the NEOs. The RSUs vest in equal installments on the first,
second and third anniversaries of the grant date.
(4)Each amount reported in this column represents the grant date fair value of the applicable award which was determined
pursuant to FASB ASC Topic 718. The actual amounts that will be received by our NEOs with respect to these performance-
based awards will be determined at the end of the performance period based upon our actual stock price performance, which
may differ from the performance that was deemed probable at the date of the grant.
|
29
|
Table of Contents
Executive Compensation
Outstanding Equity Awards at 2025 Year End
The following table provides information concerning unvested RSUs and PSUs held by each of our NEOs
as of December 31, 2025.
|
Name
|
Stock Awards
|
|||||
|
Grant Date
|
Number of Shares or
Units of Stock That
Have Not Vested
(#)(1)
|
Market Value of
Shares or Units of
Stock That Have Not
Vested
($)(2)
|
Equity Incentive Plan
Awards: # of
Unearned Shares Not
Vested
(#)
|
Equity Incentive Plan
Awards: Value
Unearned Shares Not
Vested
($)(2)
|
||
|
Russell A. Becker
|
2/24/2025
|
98,126
|
$3,754,301
|
|||
|
2/24/2025
|
(3)
|
36,797
|
$1,407,863
|
|||
|
2/26/2024
|
66,892
|
$2,559,288
|
||||
|
2/26/2024
|
(4)
|
37,626
|
$1,439,571
|
|||
|
2/27/2023
|
48,677
|
$1,862,382
|
||||
|
2/27/2023
|
(5)
|
407,205
|
$15,579,650
|
|||
|
G. David Jackola
|
2/24/2025
|
3,827
|
$146,421
|
|||
|
2/24/2025
|
(3)
|
1,435
|
$54,894
|
|||
|
3/28/2025
|
26,057
|
$996,941
|
||||
|
3/28/2025
|
(3)
|
9,772
|
$373,858
|
|||
|
12/1/2024
|
13,235
|
$506,371
|
||||
|
2/26/2024
|
2,795
|
$106,937
|
||||
|
2/26/2024
|
(4)
|
1,572
|
$60,145
|
|||
|
2/27/2023
|
2,135
|
$81,685
|
||||
|
2/27/2023
|
(5)
|
17,861
|
$683,372
|
|||
|
Louis B. Lambert
|
2/24/2025
|
16,278
|
$622,796
|
|||
|
2/24/2025
|
(3)
|
6,104
|
$233,549
|
|||
|
2/26/2024
|
10,758
|
$411,601
|
||||
|
2/26/2024
|
(4)
|
6,051
|
$231,511
|
|||
|
2/27/2023
|
7,472
|
$285,879
|
||||
|
2/27/2023
|
(5)
|
62,511
|
$2,391,661
|
|||
|
Kristina M. Morton
|
2/24/2025
|
14,141
|
$541,035
|
|||
|
2/24/2025
|
(3)
|
5,303
|
$202,874
|
|||
|
2/26/2024
|
8,836
|
$338,065
|
||||
|
2/26/2024
|
(4)
|
4,970
|
$190,152
|
|||
|
2/27/2023
|
6,084
|
$232,774
|
||||
|
2/27/2023
|
(5)
|
50,901
|
$1,947,483
|
|||
(1)The RSUs vest in equal installments on the first, second and third anniversaries of the grant date.
(2)These amounts are calculated by multiplying the closing price of the underlying shares of common stock on December 31,
2025, or $38.26 per share, by the number of units. The actual value realized could be different based upon the stock price at
the time of settlement.
(3)These PSUs are subject to a three-year performance period beginning January 1, 2025 and ending December 31, 2027, and
may be earned and vested at the end of the three-year performance period. The amount shown represents the number of
units assuming threshold level performance. There is no assurance that the target amount will be the actual amount ultimately
paid.
(4)These PSUs are subject to a three-year performance period beginning January 1, 2024 and ending December 31, 2026, and
may be earned and vested at the end of the three-year performance period. The amount shown represents the number of
units assuming threshold level performance. There is no assurance that the target amount will be the actual amount ultimately
paid.
(5)These PSUs are subject to a three-year performance period beginning January 1, 2023 and ending December 31, 2025, and
may be earned and vested at the end of the three-year performance period. The amount shown represents 185.9% of target,
as that is the level of performance actually achieved under these PSUs.
|
30
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Table of Contents
Executive Compensation
Stock Vested During 2025
The following table provides information regarding vesting of RSUs and the value realized on vesting of
RSUs on an aggregated basis during the fiscal year ended December 31, 2025 for each of the NEOs.
|
Name
|
Stock Awards(1)
|
|||
|
# of Shares Acquired on
Vesting (#)
|
Value Realized on
Vesting ($)(2)
|
|||
|
Russell A. Becker
|
635,540
|
$16,126,204
|
||
|
G. David Jackola
|
26,826
|
$770,251
|
||
|
Louis B. Lambert
|
29,621
|
$921,714
|
||
|
Kristina M. Morton
|
49,021
|
$1,204,254
|
||
(1)These columns reflect RSUs previously awarded to the NEOs that vested during 2025 and represents gross amounts before
withholding for tax purposes.
(2)Calculated based on the closing price of a share of common stock on the applicable vesting dates.
Potential Payments Upon Termination or Change in Control
The following table shows the estimated benefits payable to each NEO in the event of termination of
employment and/or change in control of the Company, as described in the Other Compensation-Related
Practices and Policies. The amounts shown assume that a termination of employment or a change in
control occurs on December 31, 2025. The amounts do not include payments or benefits provided under
insurance or other plans that are generally available to all full-time team members.
|
Name
|
Termination
without Cause or for
Good Reason not in
connection with a
Change in Control
($)
|
Death or
Disability ($)
(2)
|
Termination
without Cause or for
Good Reason in
connection with a
Change in Control
($) (3)
|
Change in
Control ($) (4)
|
||||
|
Russell A. Becker
|
||||||||
|
Cash Severance
|
$8,193,750
|
$1,781,250
|
$8,193,750
|
-
|
||||
|
Intrinsic Value of Equity
|
-
|
$27,946,367
|
$27,946,367
|
$27,946,367
|
||||
|
Insurance Benefits(1)
|
$48,125
|
-
|
$48,125
|
-
|
||||
|
Total
|
$8,241,875
|
$29,727,617
|
$36,188,241
|
$27,946,367
|
||||
|
G. David Jackola
|
||||||||
|
Cash Severance
|
$3,625,000
|
$725,000
|
$3,625,000
|
-
|
||||
|
Intrinsic Value of Equity
|
-
|
$4,161,540
|
$4,161,540
|
$1,838,355
|
||||
|
Insurance Benefits(1)
|
$47,063
|
-
|
$47,063
|
-
|
||||
|
Total
|
$3,672,063
|
$4,886,540
|
$7,833,603
|
$1,838,355
|
||||
|
Louis B. Lambert
|
||||||||
|
Cash Severance
|
$1,293,750
|
$431,250
|
$1,293,750
|
-
|
||||
|
Intrinsic Value of Equity
|
-
|
$4,467,046
|
$4,467,046
|
$1,320,276
|
||||
|
Insurance Benefits(1)
|
$20,415
|
-
|
$20,415
|
-
|
||||
|
Total
|
$1,314,165
|
$4,898,296
|
$5,781,212
|
$1,320,276
|
||||
|
Kristina M. Morton
|
||||||||
|
Cash Severance
|
$1,260,000
|
$420,000
|
$1,260,000
|
-
|
||||
|
Intrinsic Value of Equity
|
-
|
$3,731,574
|
$3,731,574
|
$1,111,874
|
||||
|
Insurance Benefits(1)
|
$31,099
|
-
|
$31,099
|
-
|
||||
|
Total
|
$1,291,099
|
$4,151,574
|
$5,022,673
|
$1,111,874
|
(1)Amount includes the cost of benefits continuation for the applicable period.
(2)Executives entitled to receive prorated annual bonus if termination is a result of death or disability.
(3)The Intrinsic Value of Equity represents the value of the acceleration of vesting of the executive's RSUs and PSUs in the event
of termination without cause or for good reason during the applicable period immediately following a change in control or upon
a change in control pursuant to the applicable PSU agreement. The value is calculated by multiplying the closing price of a
share of common stock on December 31, 2025, or $38.26 per share, by the number of units, which, in the case of PSUs,
assumes target performance.
|
31
|
Table of Contents
Executive Compensation
(4)Under the Equity Plan, the Executive Severance Policy, and Mr. Becker's Employment Agreement, upon a Change in Control all
outstanding and unvested RSUs become fully vested for all named executive officers. For Mr. Becker only, under his
employment agreement, upon a Change in Control all outstanding and unvested PSUs would also fully vest at the greater of
target or actual performance. For all other non-CEO named executive officers, upon a Change in Control anda Qualifying
Termination, all outstanding and unvested PSUs would fully vest at the greater of target or actual performance. The Intrinsic
Value of Equity represents the value of unvested share units that qualify for accelerated vesting by multiplying the closing
price of a share of common stock on December 31, 2025, or $38.26 per share, by the number of outstanding share units.
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are
providing the following information about the relationship of the median annual total compensation of
our employees and the annual total compensation of our CEO, Mr. Becker. As of December 31, 2025, our
employee population consisted of approximately 28,877 individuals working at the Company and its
subsidiaries, of which approximately 15,738 are based in the United States and approximately 13,139
are based outside of the United States.
To identify our median employee:
•We included all Company employees (excluding the CEO) on December 31, 2025, located in 9
countries in which we have operations; our employees in those 9 countries represent approximately
95% of employees on that date;
•We excluded 1,522 employees from 12 countries under the SEC's de minimis exemption(1); and
•We used the gross cash compensation paid during calendar year 2025; we did not make any cost-
of-living or other adjustments in identifying the median employee, and we did not annualize the pay
of any employees who were not employed for the full year.
We then calculated the 2025 total annual compensation of the median employee in accordance with the
requirements of the executive compensation rules for the Summary Compensation Table (Item
402(c)(2)(x) of Regulation S-K). Foreign currencies were converted into U.S. Dollars as of December 31,
2025, based on the average daily spot rates during December 2025. Once we identified the median
employee using gross cash compensation, 2025 total compensation was calculated for the CEO and the
median employee for 2025 using the same methodology required by the SEC for reporting in the
Summary Compensation Table. Under this methodology, the annual total compensation of our CEO was
$10,450,517, and the median employee's annual total compensation was $69,279. The resulting ratio of
the annual total compensation of our CEO to the annual total compensation of the median employee was
151 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules
based on the methodology described above.
The SEC rules for identifying the median employee and calculating the pay ratio based on that
employee's annual total compensation allow companies to adopt a variety of methodologies, to apply
certain exclusions and to make reasonable estimates and assumptions that reflect their employee
populations and compensation practices. As a result, the pay ratio reported by other companies may not
be comparable to the pay ratio reported above, as other companies have different employee populations
and compensation practices, and may utilize different methodologies, exclusions, estimates and
assumptions in calculating their own pay ratios. This information is being provided in response to SEC
disclosure requirements. Neither the Compensation Committee nor management of the Company uses
the pay ratio measure in making any compensation decisions.
(1)The countries and approximate number of employees excluded from the calculation are as follows: Austria (71), Belgium
(263), China (64), India (275), Ireland (155), Macau (101), New Zealand (166), Norway (81), Singapore (165), Sweden (52),
Switzerland (125), and the United Arab Emirates (4).
Pay Versus Performance
As required by pay versus performance rules adopted by the SEC in 2022 ("PVP Rules"), the below Pay
Versus Performance table ("PVP Table") provides information about compensation for this proxy
statement's NEOs, as well as NEOs from our 2025, 2024, 2023, and 2022 proxy statements (each of
2021, 2022, 2023, 2024, and 2025, a "Covered Year"). The PVP Table also provides information about
the results for certain financial performance measures during those same Covered Years. In reviewing
|
32
|
Table of Contents
Executive Compensation
this information, there are a few important things to consider:
•The information in columns (b) and (d) comes directly from this and prior years' Summary
Compensation Tables, without adjustment;
•As required by the PVP Rules, we describe the information in columns (c) and (e) as "compensation
actually paid" (or "CAP") to the applicable NEOs, but these CAP amounts may not necessarily reflect
compensation that our NEOs actually earned for their service in the Covered Years;
•The PVP Rules require that we choose a peer group or index for purposes of TSR comparisons, and
we have chosen the same peer group reflected in our Annual Report on Form 10-K for the year
ended December 31, 2025, which group consists of: Cintas Corporation, Comfort Systems USA,
Inc., Dycom Industries, Inc., EMCOR Group Inc., First Service Corporation, Johnson Controls
International plc, MasTec Inc., Otis Worldwide, and Quanta Services, Inc (the "PVP Peer Group");
and
•As required by the PVP Rules, we provide information about our cumulative TSR, cumulative PVP
Peer Group TSR results and U.S. Generally Accepted Accounting Principles ("GAAP") net income
results (the "External Measures") during the Covered Years in the PVP Table, but we did not actually
base any compensation decisions for the NEOs on, or link any NEO pay to, these particular External
Measures.
Pursuant to the PVP Rules, the Company is required to designate one financial metric as the "Company-
Selected Measure," or the most important financial measure that demonstrates how the Company
sought to link 2025 executive pay to performance. For 2025, the Company has selected adjusted
EBITDA. Please refer to Appendix A for reconciliation of non-GAAP measures to most directly comparable
GAAP measures.
|
Year
|
Summary
Compensation
Table Total
for PEO (1)
|
Compensation
Actually Paid
to PEO (1)(2)
|
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs (1)
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs (1)(3)
|
Value of Initial Fixed $100
Investment Based On:
|
Net
Income
(millions)
|
Adjusted
EBITDA
(millions)
|
|
|
Total
Shareholder
Return
|
Peer Group
Total
Shareholder
Return (4)
|
|||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|
2025
|
$10,450,517
|
$21,237,188
|
$2,689,404
|
$4,667,700
|
$316
|
$294
|
$302
|
$1,041
|
|
2024
|
$8,838,608
|
$9,886,862
|
$2,068,892
|
$421,354
|
$198
|
$226
|
$250
|
$893
|
|
2023
|
$10,197,630
|
$21,082,748
|
$2,668,206
|
$4,283,108
|
$191
|
$167
|
$153
|
$782
|
|
2022
|
$8,701,857
|
$4,391,722
|
$1,928,794
|
$1,723,965
|
$104
|
$137
|
$73
|
$673
|
|
2021
|
$8,027,508
|
$11,514,717
|
$1,611,370
|
$1,288,101
|
$142
|
$146
|
$47
|
$407
|
(1)Mr. Beckerwas the principal executive officer ("PEO") for each of the Covered Years. The names of each of the other NEOs
included for purposes of calculating the average amounts in each Covered Year are as follows: (i) for 2025, Mr. Jackola,
Lambert, and Ms. Morton, (ii) for 2024, Mr. Krumm, Mr. Lambert, Mr. Jackola, and Ms. Morton, (iii) for 2023, Mr. Krumm, Mr.
Lambert, and Ms. Morton; (iv) for 2022, Mr. Krumm, Mr. Lambert, Ms. Morton, Mr. Jackola, and Ms. Fike; and (v) for 2021,
Mr. Krumm, Ms. Fike, Mr. Grunau, Mr. Lydon, and Mr. Cebulla.
(2)In accordance with the PVP Rules, the following adjustments were made to Mr. Becker's total compensation for each Covered
Year to determine the PEO CAP. The equity award adjustments for each applicable Covered Year include those adjustments
required by Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ
from those disclosed at the time of grant.
|
33
|
Table of Contents
Executive Compensation
|
Year
|
Stock Awards
Value
Reported for
the Covered
Year (a)
|
Year End Fair
Value of
Equity
Awards
Granted in
the Covered
Year
|
Year over
Year Change
in Fair Value
of Equity
Awards
Outstanding
and Unvested
at Year End
|
Change in
Fair Value
From Prior
Year-End to
Vesting Date
of Equity
Awards
Granted in
Prior Years
that Vested in
the Covered
Year
|
Fair Value as
of Vesting
Date of Equity
Awards
Granted and
Vested in the
Covered Year
|
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to Meet
Vesting
Conditions in
the Covered
Year
|
Value of
Dividends or
Other
Earnings Paid
on Stock
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
|
Total
Equity
Award
Adjustments
|
|
2025
|
($6,412,521)
|
$9,385,752
|
$6,927,485
|
$885,955
|
$0
|
$0
|
$0
|
$10,786,671
|
|
2024
|
($5,985,054)
|
$6,015,155
|
$651,956
|
$366,197
|
$0
|
$0
|
$0
|
$1,048,254
|
|
2023
|
($5,700,030)
|
$8,421,052
|
$8,039,605
|
$124,491
|
$0
|
$0
|
$0
|
$10,885,118
|
|
2022
|
($5,400,052)
|
$4,910,468
|
($1,700,530)
|
($2,120,022)
|
$0
|
$0
|
$0
|
($4,310,135)
|
|
2021
|
($5,700,280)
|
$6,746,096
|
$1,244,597
|
$496,532
|
$700,263
|
$0
|
$0
|
$3,487,209
|
(a)The grant date fair value of equity awards represents the amount reported in the "Stock Awards" column in the
Summary Compensation Table and subtracted for the applicable Covered Year.
(3)In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to average total compensation
for the NEOs as a group (excluding Mr. Becker) for each Covered Year to determine the compensation actually paid, using the
same methodology described above in Note 2. The amounts deducted or added in calculating the total average equity award
adjustments are as follows. The equity award adjustments for each applicable Covered Year include those adjustments
required by Item 402(v) of Regulation S-K. The valuation assumptions used to calculate fair values did not materially differ
from those disclosed at the time of grant.
|
Year
|
Average Stock
Awards Value
Reported for
the Covered
Year (a)
|
Average Year
End Fair Value
of Equity
Awards
Granted in the
Covered Year
|
Year over
Year Average
Change in Fair
Value of
Equity Awards
Outstanding
and Unvested
at Year End
|
Average
Change in Fair
Value From
Prior Year-End
to Vesting
Date of Equity
Awards
Granted in
Prior Years
that Vested in
the Covered
Year
|
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Covered Year
|
Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Covered
Year (b)
|
Average Value
of Dividends
or Other
Earnings Paid
on Stock
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
|
Total Average
Equity Award
Adjustments
|
|
2025
|
$(1,266,804)
|
$2,302,576
|
$820,158
|
$122,366
|
$0
|
$0
|
$0
|
$1,978,296
|
|
2024
|
$(1,145,798)
|
$1,290,046
|
$95,458
|
$45,036
|
$0
|
($1,932,280)
|
$0
|
($1,647,538)
|
|
2023
|
$(1,189,189)
|
$1,756,873
|
$903,867
|
$143,351
|
$0
|
$0
|
$0
|
$1,614,902
|
|
2022
|
$(949,022)
|
$878,847
|
$(91,897)
|
($42,757)
|
$0
|
$0
|
$0
|
($204,829)
|
|
2021
|
$(819,570)
|
$515,967
|
$49,560
|
$40,286
|
$71,988
|
($181,500)
|
$0
|
($323,269)
|
(a)The grant date fair value of equity awards represents the amount reported in the "Stock Awards" column in the
Summary Compensation Table and subtracted for the applicable Covered Year.
(4)Peer Group TSR represents the weighted peer group TSR, weighted according to the respective companies' stock market
capitalization at the beginning of each period for which a return is indicated.
Descriptions of Relationships Between CAP and Certain Financial Performance Measure
Results
The PVP Rules require that comparisons be made between certain columns in the PVP Table. Such
comparisons are provided graphically below. In accordance with that approach, the following charts
show the relationships across the Covered Years between (1) our cumulative TSR and the cumulative
TSR for the PVP Peer Group reflected in the PVP Table above, (2) our cumulative TSR and Mr. Becker's
CAP and the non-PEO NEOs' average CAP, (3) our GAAP Net Income reflected in the PVP Table above
and Mr. Becker's CAP and the non-PEO NEOs' average CAP, and (4) our adjusted EBITDA reflected in the
PVP Table above and Mr. Becker's CAP and the non-PEO NEOs' average CAP.
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Table of Contents
Executive Compensation
Required Disclosure of Most Important Measures
Adjusted EBITDArepresents the most important metric we used to determine executive compensation
for 2025 as further described in our CD&A.
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35
|
Table of Contents
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the disclosure set forth above under the
heading "Compensation Discussion and Analysis" with the Company's leadership team and, based on
such review and discussions, it has recommended to the Board that the "Compensation Discussion and
Analysis" be included in this proxy statement.
The Compensation Committee
Thomas V. Milroy, Chair
Paula D. Loop
Cyrus D. Walker
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Table of Contents
SECURITY OWNERSHIP
The following table sets forth certain information regarding (i) all shareholders known by the Company
to be the beneficial owner of more than 5% of the Company's issued and outstanding shares of common
stock and (ii) each director, each NEO and all directors and executive officers as a group, together with
the approximate percentages of issued and outstanding shares of common stock owned by each of
them. Percentages are calculated based upon shares of common stock issued and outstanding plus
shares of common stock which the holder has the right to acquire under share options, restricted stock
units, or Series A Preferred Stock exercisable for, or convertible into, common stock within 60 days of
March 20, 2026. Unless otherwise indicated, amounts are as of March 20, 2026, and each of the
shareholders has sole voting and investment power with respect to the common stock beneficially
owned, subject to community property laws where applicable. As of March 20, 2026, we had
432,544,896shares of common stock issued and outstanding, and 4,000,000 shares of Series A
Preferred Stock issued and outstanding. Each share of common stock and Series A Preferred Stock is
entitled to one vote per share.
Unless otherwise indicated, the address of each person named in the table below is c/o APi Group, Inc.,
1100 Old Highway 8 NW, New Brighton, MN 55112.
|
Beneficial Owner
|
Shares Beneficially Owned
|
||
|
Number
|
% of
Common
Stock
|
||
|
More than 5% Shareholders:
|
|||
|
BlackRock, Inc.
|
31,409,860
|
(1)
|
7.2%
|
|
Janus Henderson Group plc
|
22,228,439
|
(2)
|
5.1%
|
|
Sir Martin E. Franklin
|
51,876,501
|
(3)
|
11.8%
|
|
The Vanguard Group
|
31,185,664
|
(4)
|
7.1%
|
|
Named Executive Officers and Directors:
|
|||
|
Sir Martin E. Franklin
|
51,876,501
|
(3)
|
11.8%
|
|
James E. Lillie
|
12,044,661
|
(5)
|
2.7%
|
|
Ian G.H. Ashken
|
12,087,306
|
(6)
|
2.8%
|
|
Russell A. Becker
|
5,324,360
|
(7)
|
1.2%
|
|
G. David Jackola
|
17,997
|
(8)
|
*
|
|
Louis B. Lambert
|
26,384
|
(9)
|
*
|
|
Paula D. Loop
|
25,776
|
(10)
|
*
|
|
Anthony E. Malkin
|
322,518
|
(11)
|
*
|
|
Thomas V. Milroy
|
84,259
|
(10)
|
*
|
|
Kristina M. Morton
|
113,426
|
(12)
|
*
|
|
Cyrus D. Walker
|
58,470
|
(10)
|
*
|
|
Carrie A. Wheeler
|
65,318
|
(13)
|
*
|
|
All Current Executive Officers and Directors as a group (12 persons):
|
82,046,976
|
(14)
|
18.7%
|
*Represents beneficial ownership of less than one percent (1%) of our outstanding common stock or total voting power, as
applicable.
(1)Based on a Schedule 13G filed with the SEC on July 17, 2025. The share amounts listed in the table and this footnote are
based on the share amounts disclosed in the Schedule 13G as adjusted to give effect to the three-for-two stock dividend that
was effected on June 30, 2025. As of June 30, 2025, BlackRock, Inc. has sole voting power over 30,337,441 shares of
common stock and sole dispositive power over 31,409,860 shares of common stock. The address of the principal business
office of BlackRock, Inc. is 50 Hudson Yards, New York, New York, 10001.
(2)Based on a Schedule 13G filed with the SEC on November 14, 2025. As of September 30, 2025, Janus Henderson Group plc.
has shared voting and shared dispositive power over 22,228,439 shares of common stock. The address of the principal
business office of Janus Henderson Group plc is 201 Bishopsgate, EC2M 3AE, United Kingdom.
(3)This amount consists of (i) 21,240,426 shares of common stock held by MEF Holdings, LLLP; (ii) 6,137,000 shares of
common stock (which includes 6,000,000 shares of common stock issuable upon conversion of Series A Preferred Stock
which are convertible at any time at the option of the holder) beneficially owned by Mariposa Acquisition IV, LLC; (iii)
9,522,350 shares of common stock held by JTOO (as defined below), which Sir Martin has the sole power to vote pursuant to
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Table of Contents
Security Ownership
an Irrevocable Proxy Agreement, dated January 5, 2021, between himself and each of Ian G. H. Ashken and James E. Lillie,
pursuant to which each of them granted Sir Martin an irrevocable proxy to vote, for so long as Sir Martin serves as a director
of the Company, all shares of common stock owned, directly or indirectly, by each of them (the "2021 Proxy Agreement");
(iv) 1,350,019 shares of common stock held by James E. Lillie, which Sir Martin has the sole power to vote pursuant to the
2021 Proxy Agreement; (v) 10,561,284 shares of common stock held by The Nancy and Ian Ashken Investment Trust LLLP
(as defined below), which Sir Martin has the sole power to vote pursuant to the 2021 Proxy Agreement; (vi) 353,730 shares
of common stock held by The Ian G. H. Ashken Living Trust (including 300,000 shares of common stock held jointly by the
Ian G.H. Ashken Living Trust and the Nancy K. Ashken Living Trust), which Sir Martin has the sole power to vote pursuant to
the 2021 Proxy Agreement; and (vii) 2,711,692 shares of common stock held by Brimstone Investments LLC, of which Sir
Martin is the manager. MEF Holdings, LLLP, the general partner of which is wholly-owned by the Martin E. Franklin Revocable
Trust of which Sir Martin is the sole settlor and trustee, holds a limited liability company interest in Mariposa Acquisition IV,
LLC and, as a result, Sir Martin may be deemed to have a pecuniary interest in 3,456,000 shares of common stock issuable
upon conversion of Series A Preferred Stock held by Mariposa Acquisition IV, LLC.
(4)Based on a Schedule 13G/A filed with the SEC on February 13, 2024. The share amounts listed in the table and this footnote
are based on the share amounts disclosed in the Schedule 13G as adjusted to give effect to the three-for-two stock dividend
that was effected on June 30, 2025. As of December 29, 2023, The Vanguard Group, Inc. has shared voting power over
441,888 shares of common stock; sole dispositive power over 30,446,983 shares of common stock and shared dispositive
power over 738,681 shares of common stock. The address of the principal business office of The Vanguard Group, Inc. is 100
Vanguard Blvd., Malvern, PA 19355.
(5)This amount consists of (i) 9,522,350 shares of common stock held directly by JTOO LLC ("JTOO") (which are subject to the
2021 Proxy Agreement but over which Mr. Lillie retains direct or indirect investment power); (ii) 1,350,019 shares of
common stock held directly by Mr. Lillie (which are subject to the 2021 Proxy Agreement but over which Mr. Lillie retains
direct or indirect investment power); and (iii) 4,740 shares of common stock issuable in settlement of restricted stock units
vesting within 60 days of March 20, 2026. In addition, JTOO, which is owned by the Lillie 2015 Dynasty Trust of which Mr.
Lillie is the grantor, holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, Mr. Lillie may
be deemed to have a pecuniary interest in 15,552 shares of common stock held by Mariposa Acquisition IV, LLC and
1,152,000 shares of common stock issuable upon conversion of Series A Preferred Stock held by Mariposa Acquisition IV,
LLC.
(6)This amount consists of (i) 10,561,284 shares of common stock held by the Nancy and Ian Ashken Investment Trust LLLP
(the "Ashken Investment Trust") (which are subject to the 2021 Proxy Agreement but for which Mr. Ashken retains direct or
indirect investment power), the general partner of which is Nancy and Ian Ashken Investment LLC ("Ashken LLC"), of which
Mr. Ashken is the Manager; (ii) 53,730 shares of common stock held directly by the The Ian G.H. Ashken Living Trust (the
"Ashken Trust") (which are subject to the 2021 Proxy Agreement but over which Mr. Ashken retains direct or indirect
investment power); (iii) 300,000 shares of common stock directly held by the Ashken Trust and the Nancy K. Ashken Living
Trust as tenants in common; and (iv) 4,740 shares of common stock issuable in settlement of restricted stock units vesting
within 60 days of March 20, 2026. In addition, the Ashken Investment Trust, the general partner of which is Ashken LLC,
holds a limited liability company interest in Mariposa Acquisition IV, LLC and, as a result, Mr. Ashken may be deemed to have
a pecuniary interest in 15,552 shares of common stock held by Mariposa Acquisition IV, LLC and 1,152,000 shares of
common stock issuable upon conversion of Series A Preferred Stock held by Mariposa Acquisition IV, LLC.
(7)This amount consists of (i) 2,484,032 shares of common stock held directly by Mr. Becker; (ii) 196,425 shares of common
stock held directly by Mr. Becker's spouse; (iii) 859,489 shares of common stock held by The Russell A. Becker 2016 Family
Trust, of which Mr. Becker's spouse is the trustee and over which she has sole voting and investment power; (iv) 966,075
shares of common stock held by The Patricia L. Becker Legacy Trust, of which Mr. Becker is the trustee and over which he
has sole voting and investment power; (v) 797,520 shares of common stock held by The Russell A. Becker GST Trust, of
which Mr. Becker's spouse is the trustee and over which she has sole voting and investment power; (vi) 3,318 shares of
common stock held by Mr. Becker's children, whose principal residence is the same as Mr. Becker's; and (vii) 17,501 shares
of common stock held in a 401(k) retirement account for the benefit of Mr. Becker. Mr. Becker no longer has a pro rata
ownership interest in shares of common stock held in an indemnification escrow account in connection with the APi
Acquisition (the "ESOP Escrow Shares"), as such shares were finally distributed in 2025.
(8)This amount includes 1,557 shares of common stock held in a 401(k) retirement account for the benefit of Mr. Jackola.
(9)This amount includes 953 shares of common stock held in a 401(k) retirement account for the benefit of Mr. Lambert.
(10)This amount includes 4,740 shares of common stock issuable in settlement of restricted stock units vesting within 60 days of
March 20, 2026 for each of Ms. Loop, Mr. Milroy, and Mr. Walker.
(11)This amount consists of (i) 140,874 shares of common stock held directly; (ii) 125,100 shares of common stock held by a
limited liability company of which Mr. Malkin is the manager; (iii) 41,700 shares of common stock held by a limited liability
company of which Mr. Malkin is the manager; (iv) 7,000 shares of common stock held by a limited liability company of which
Mr. Malkin is the manager; and (v) 7,844 shares of common stock issuable in settlement of restricted stock units vesting
within 60 days of March 20, 2026.
(12)This amount includes 953 shares of common stock held in a 401(k) retirement account for the benefit of Ms. Morton.
(13)This amount includes 7,844 shares of common stock issuable in settlement of restricted stock units vesting within 60 days of
March 20, 2026 for Ms. Wheeler.
(14)This amount includes 6,000,000 shares of common stock issuable upon conversion of Series A Preferred Stock and 39,388
shares of common stock issuable upon settlement of restricted stock units vesting within 60 days of March 20, 2026.
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Table of Contents
PROPOSAL 2-RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTANTS FOR 2026 FISCAL YEAR
The Audit Committee of the Board has appointed KPMG to continue to serve as our independent
registered public accounting firm for the 2026 fiscal year. KPMG has been our independent registered
public accounting firm since 2019.
In the event our shareholders do not ratify the appointment of KPMG, such appointment may be
reconsidered by the Audit Committee. Ratification of the appointment of KPMG to serve as our
independent registered public accounting firm for the 2026 fiscal year will in no way limit the Audit
Committee's authority to terminate or otherwise change the engagement of KPMG for the 2026 fiscal
year. We expect representatives of KPMG to attend the 2026 Annual Meeting, where they will have an
opportunity to make a statement, if they so desire, and will also be available to respond to appropriate
questions.
Fees Billed to the Company by its Independent Registered Public Accounting Firms
The following table presents fees billed for audit and other services rendered by KPMG and in 2025 and
2024:
|
Services Provided
|
2025
(KPMG)
($)
|
2024
(KPMG)
($)
|
|
|
Audit Fees(1)
|
$10,996,000
|
$11,076,000
|
|
|
Audit Related Fees(2)
|
$2,913,000
|
$25,000
|
|
|
Tax Fees(3)
|
$265,000
|
$281,000
|
|
|
All Other Fees
|
$-
|
$-
|
|
|
Total
|
$14,174,000
|
$11,382,000
|
(1)Audit fees for 2025 and 2024 were for professional services rendered in connection with the audit of our consolidated financial
statements, including quarterly reviews, statutory audits, and comfort letter in connection with a securities offering.
(2)The 2025 and 2024 audit-related fees were for professional services associated with other audit and attestation services.
(3)Tax fees for 2025 and 2024 were for professional services associated with tax compliance and tax consultation.
Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services
The Audit Committee requires that it preapprove all auditing services and permitted non-audit services
to be performed by its independent auditor, subject to the de minimis exceptions for non-audit services
described in Section 10A(i)(1)(B) of the Exchange Act, which are approved by the Audit Committee prior
to the completion of the audit. Either the Chair of the Audit Committee acting alone or the other two
members acting jointly may grant pre-approvals of audit and permitted non-audit services, provided that
decisions of such subcommittee to grant pre-approvals will be presented to the full Audit Committee or
the Board at its next scheduled meeting.
Consistent with these policies and procedures, the Audit Committee has approved all of the services
rendered by KPMG during fiscal year 2025, as described above.
Audit Committee Report
The Audit Committee oversees the accounting and financial reporting processes of the Company on
behalf of the Board. The Company's leadership team has primary responsibility for the Company's
financial statements, financial reporting process and internal controls over financial reporting. The
independent auditors are responsible for performing an independent audit of the Company's financial
statements in accordance with the standards of the Public Company Accounting Oversight Board (United
States) ("PCAOB") and evaluating the effectiveness of internal controls and issuing reports thereon. The
Audit Committee's responsibility is to select the independent auditors and monitor and oversee the
accounting and financial reporting processes of the Company, including the Company's internal controls
over financial reporting and the audits of the financial statements of the Company.
During 2025 and the first quarter of 2026, the Audit Committee regularly met and held discussions with
|
39
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Table of Contents
Proposal 2-Ratification of Independent Registered Public Accountants For 2026 Fiscal Year
the Company's leadership team and the independent auditors. In the discussions related to the
Company's financial statements for fiscal year 2025, the Company's leadership team represented to the
Audit Committee that such financial statements were prepared in accordance with U.S. generally
accepted accounting principles. The Audit Committee reviewed and discussed with the Company's
leadership team and the independent auditors the audited financial statements for fiscal year 2025 and
leadership's evaluation of the effectiveness of the design and operation of disclosure controls and
procedures.
In fulfilling its responsibilities, the Audit Committee discussed with the independent auditors those
matters required to be discussed by the auditors with the Audit Committee under the applicable rules
adopted by the PCAOB and the SEC. In addition, the Audit Committee received from the independent
auditors the written disclosures and letter required by applicable requirements of the PCAOB regarding
the independent auditor's communications with the Audit Committee concerning independence, and the
Audit Committee discussed with the independent auditors that firm's independence. In connection with
this discussion, the Audit Committee also considered also whether the provision of services by the
independent auditors not related to the audit of the Company's financial statements for fiscal year 2025
was compatible with maintaining the independent auditors' independence. The Audit Committee's policy
requires that the Audit Committee approve any audit or permitted non-audit service proposed to be
performed by its independent auditors in advance of the performance of such service.
Based upon the Audit Committee's discussions with management and the independent auditors and the
Audit Committee's review of the representations of the Company's leadership team and the written
disclosures and letter of the independent auditors provided to the Audit Committee, the Audit Committee
recommended to the Board that the audited financial statements for the year ended December 31, 2025
be included in the Company's Annual Report.
See the portion of this proxy statement titled "Sustainability and Corporate Governance-Audit
Committee" for information on the Audit Committee's meetings in 2025.
The Audit Committee
Ian G.H. Ashken, Chair
Paula D. Loop
Carrie A. Wheeler
RECOMMENDATION OF THE BOARD OF DIRECTORS
|
✔
|
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTANTS FOR THE 2026 FISCAL YEAR.
|
|
40
|
Table of Contents
PROPOSAL 3-ADVISORY VOTE ON EXECUTIVE
COMPENSATION
Section 14A of the Exchange Act requires us to provide our shareholders with the opportunity to
approve, on a nonbinding, advisory basis, the compensation of our NEOs, often referred to as "Say-on-
Pay."
At the 2025 Annual Meeting, approximately 97.2% of the votes cast supported our executive
compensation program. We believe that our executive compensation program continues to be consistent
with our core compensation principles and is structured to assure that those principles are implemented.
We encourage you to read the entire CD&A to learn more about our executive compensation program
and the impact that our financial performance has on the short-term and long-term incentive
compensation earned by our executives in 2025. As described in the CD&A, our executive compensation
philosophy and programs align executive compensation decisions with our desired business direction,
strategy and performance and to attract and retain the key executives necessary to support the
Company's growth and success, both operationally and strategically, and to motivate executives to
achieve short- and long-term goals with the ultimate objective of creating sustainable shareholder value.
The Board recommends that you vote for the compensation paid to our NEOs in 2025 and is submitting
to shareholders the following resolution for their consideration and approval at the 2026 Annual Meeting:
"RESOLVED, that, the compensation paid to the Company's NEOs in 2025, as disclosed in this proxy
statement for our 2026 Annual Meeting pursuant to the compensation disclosure rules of the SEC,
including the Compensation Discussion and Analysis, the compensation tables and related narrative
disclosure, is hereby approved."
Shareholders' vote on this proposal is advisory, and therefore not binding on the Company, the
Compensation Committee or the Board. However, we value the opinions of our shareholders and,
accordingly, the Board and the Compensation Committee will consider the outcome of this advisory vote
in connection with future executive compensation decisions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
|
✔
|
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS IN 2025.
|
|
41
|
Table of Contents
PROPOSAL 4-ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE
COMPENSATION
The Dodd-Frank Act requires us to provide our stockholders with the opportunity to vote, on an advisory,
non-binding basis, for their preference as to whether future Say on Pay advisory votes on the
compensation of our named executive officers should occur every one, two or three years. We are
required to hold a vote on the frequency of Say on Pay proposals every six years.
After careful consideration, our Board recommends that we conduct an annual advisory vote to approve
executive compensation. Our Board believes that a frequency of every year for the Say on Pay vote on
the compensation of our named executive officers is the best approach for the Company and our
stockholders. An annual advisory vote provides more frequent stockholder feedback to our Board and
the Compensation Committee regarding our executive compensation programs and policies.
When voting on this proposal, you may indicate whether you would prefer an advisory vote every one,
two or three years, or you may abstain from voting. If a majority of the votes cast do not favor one of
the three frequencies, the frequency that receives the most votes will be considered by us to be the
frequency favored by stockholders.
RECOMMENDATION OF THE BOARD OF DIRECTORS
|
✔
|
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
A FREQUENCY OF "ONE YEAR" FOR FUTURE NON-BINDING STOCKHOLDER
VOTES ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.
|
|
42
|
Table of Contents
OTHER MATTERS
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who
own more than 10% of a registered class of our equity securities, file reports of ownership and changes
of ownership with the SEC. Such directors, executive officers, and 10% shareholders are required by
SEC regulation to furnish us with copies of all Section 16(a) forms they file.
SEC regulation require us to identify in this proxy statement anyone who filed a required report late
during the most recent fiscal year. Based solely on our review of copies of such forms that we have
received, or written representations from reporting persons, we believe that during the fiscal year ended
December 31, 2025, all Section 16(a) filing requirements were satisfied on a timely basis, except that
due to administrative errors, a Form 4 to report a transaction by Sir Martin Franklin in 2025 was not
timely filed, a Form 4 to report two transactions by James E. Lillie during 2024 and 2025 was not timely
filed and a Form 4 to report three transactions by Anthony Malkin in 2025 was not timely filed.
Requirements, including Deadlines, for Submission of Proxy Proposals, Nomination of
Directors and Other Business of Shareholders
To submit shareholder proposals to be considered for inclusion in the Company's proxy statement, notice
of annual meeting and proxy for our 2027 Annual Meeting of Shareholders pursuant to SEC Rule 14a-8,
materials must be received by the Corporate Secretary at the Company's principal office in New
Brighton, MN, no later than December 4, 2026.
The proposals must comply with all of the requirements of SEC Rule 14a-8. Proposals should be
addressed to: Corporate Secretary, APi Group Corporation, 1100 Old Highway 8 NW, New Brighton,
Minnesota 55112, United States. As the rules of the SEC make clear, simply submitting a proposal does
not guarantee its inclusion.
The Company's bylaws also establish an advance notice procedure for director nominations and
shareholder proposals that are not submitted for inclusion in the Company's proxy statement, but that a
shareholder instead wishes to present directly at an annual meeting. To be properly brought before our
2027 Annual Meeting of Shareholders, a notice of the director nomination or the matter the shareholder
wishes to present at the meeting complying with the Company's bylaws must be delivered to the
Corporate Secretary at the Company's principal office in New Brighton, MN (see above), not less than 90
or more than 120 days prior to the first anniversary of the date of the 2025 Annual Meeting, except that
if the 2026 Annual Meeting of Shareholders is more than 30 days before or more than 70 days after such
anniversary date, such notice must be delivered not earlier than 120 days prior to such anniversary date
or the 10thday following our public announcement of the date of the 2027 Annual Meeting of
Shareholders. As a result, and assuming that the 2027 Annual Meeting of Shareholders is not more than
30 days before or more than 70 days after the first anniversary of the date of the 2026 Annual Meeting,
any notice given by or on behalf of a shareholder pursuant to these provisions of the Company's bylaws
(and not pursuant to Exchange Act Rule 14a-8) must be delivered no earlier than January 15, 2027, and
no later than February 14, 2027. All director nominations and shareholder proposals must comply with
the requirements of the Company's bylaws which are available in the Investor Relations section of our
website at www.apigroup.com. A copy of our bylaws may also be obtained at no cost from the Corporate
Secretary of the Company.
Shareholders providing notice to the Company under the SEC's Rule 14a-19 who intend to solicit proxies
in support of nominees submitted under the advance notice provision of the Company's bylaws for the
2027 Annual Meeting of Shareholders must comply with the advance notice deadline set forth above, the
requirements of the Company's bylaws, and the additional requirements of Rule 14a-19(b).
Other than the items of business described in this proxy statement, the Company does not expect any
matters to be presented for a vote at the 2026 Annual Meeting. If you grant a proxy, the persons named
as proxy holders on the proxy card or voting instruction form will have the discretion to vote your shares
on any additional matters properly presented for a vote at the 2026 Annual Meeting. If, for any
unforeseen reason, any one or more of the Company's nominees is not available as a candidate for
director, the persons named as proxy holders will vote your proxy for such other candidate or candidates
as may be nominated by the Board.
Our Board or the chair of the Annual Meeting may refuse to allow the transaction of any business or the
consideration of any director nomination not made in compliance with the Company's bylaws.
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Table of Contents
Other Matters
List of Shareholders Entitled to Vote at the 2026 Annual Meeting
The names of shareholders of record entitled to vote at the 2026 Annual Meeting will be available at the
Company's principal office in New Brighton, MN, for a period of ten (10) days before the 2026 Annual
Meeting and continuing through the 2026 Annual Meeting. The list will also be made available during the
2026 Annual Meeting.
Expenses Relating to this Proxy Solicitation
This proxy solicitation is being made by the Company, and we will pay all expenses relating to this proxy
solicitation. In addition to this solicitation, our officers, directors, and team members may solicit proxies
by telephone, personal call or electronic transmission without extra compensation for that activity. We
also expect to reimburse our transfer agent, banks, brokers, and other persons for reasonable out-of-
pocket expenses in forwarding proxy materials to beneficial owners of our common stock and obtaining
the proxies of those owners. We have engaged Sodali & Co. ("Sodali") as our proxy solicitor at an
anticipated cost of approximately $13,000 plus reasonable out-of-pocket expenses and fees for optional
services. This estimate is subject to the final solicitation campaign approved by us and Sodali.
Communication with Our Board of Directors
Any shareholder or other interested party who desires to contact any member of the Board (or our Board
as a group) may do so in writing to: Co-Chairs of the Board, APi Group Corporation, c/o Corporate
Secretary, 1100 Old Highway 8 NW, New Brighton, MN 55112.
Communications are distributed to the Board, or to any individual directors as appropriate, depending on
the facts and circumstances outlined in the communication.
Householding
Some brokers, banks or other intermediaries may be participating in the practice of "householding" our
proxy materials. Under this procedure, which has been approved by the SEC, shareholders who have the
same address and last name will receive only one copy of our Notice of Internet Availability of Proxy
Materials (the "Notice") or proxy statement and annual report, as applicable, unless contrary instructions
have been received from the affected shareholders. This procedure will reduce our printing costs and
postage fees. We do not household for our shareholders of record.
Once you have received notice from your broker, bank or other intermediary that it will be householding
materials to your address, householding will continue until you are notified otherwise or until you revoke
your consent. If, at any time, you no longer wish to participate in householding and would prefer to
receive a separate copy of our Notice or proxy statement and annual report, as applicable, or if you are
receiving multiple copies of any of these documents and wish to receive only one, please notify your
broker, bank or other intermediary.
We will deliver promptly upon written or oral request a separate copy of our Notice, proxy statement
and/or annual report to a shareholder at a shared address to which a single copy was delivered. For
copies of any of these documents, shareholders should contact us using the contact information set forth
below under "Available Information."
Available Information
We will deliver without charge to each person whose proxy is being solicited, upon request of any such
person, a copy of the Notice, this proxy statement and our Annual Report. A request for a copy of any of
these documents should be directed to APi Group Corporation, 1100 Old Highway 8 NW, New Brighton,
MN 55112, Attention: Secretary, Telephone: (651) 636-4320.
In addition, copies of the charters of each of the Audit Committee, Compensation Committee and
Nominating and Corporate Governance Committee, together with certain other corporate governance
materials, including our Business Conduct and Ethics Policy and Code of Ethics for Senior Financial
Officers, can be found under the Investor Relations-Corporate Governance section of our website at
www.apigroup.com and such information is also available in print to any shareholder who requests it
through the methods listed above.
|
44
|
Table of Contents
QUESTIONS AND ANSWERS ABOUT VOTING AT THE 2026
ANNUAL MEETING AND RELATED MATTERS
|
Q:
|
Who can attend the 2026 Annual Meeting?
|
||
|
A:
|
Shareholders of record as of the Record Date (March 20, 2026), beneficial owners with control
numbers or legal proxies obtained from the shareholders of record as of the Record Date, and
guests may attend the 2026 Annual Meeting virtually. See the Notice of 2026 Annual Meeting
for additional information on how to gain access to the 2026 Annual Meeting.
If your shares are registered directly in your name with our transfer agent, Computershare, you
are a "registered holder," which means you are the shareholder of record with respect to those
shares.
If your shares are held by a bank or broker, the bank or broker is the shareholder of record. You
are the "beneficial owner" (and hold your shares in "street name") and the bank or broker is
your "nominee."
If you hold shares as a participant in the (1) APi Group 401(k) & Profit Sharing Plan, (2) APi
Group Safe Harbor 401(k) & Profit Sharing Plan, and/or (3) the Vipond Inc. Employees' Profit
Sharing Plan (collectively, "employee benefit plans"), the plan trustee of the applicable plan is
the shareholder of record and your nominee.
|
||
|
Q:
|
Who may vote at the 2026 Annual Meeting?
|
||
|
A:
|
You are receiving this proxy statement, the accompanying proxy card or voting instruction form
and our annual report to shareholders because you own shares of common stock or shares of
Series A Preferred Stock (the "Series A Preferred Stock") of APi Group Corporation that entitle
you to vote at the 2026 Annual Meeting.
If you are a participant in an employee benefit plan, you may vote in advance of the 2026
Annual Meeting (as described below under "How do I Vote?") and, if you do, your vote will be
counted at that meeting; however, except as otherwise described below, you will not be able to
vote atthe 2026 Annual Meeting.
With that exception, anyone owning shares of common stock or Series A Preferred Stock at the
close of business on the Record Date may vote electronically at the 2026 Annual Meeting. You
may cast at or prior to the 2026 Annual Meeting (1) one vote for each share of common stock
held by you on the Record Date and (2) one vote for each share of Series A Preferred Stock held
by you on the Record Date, on all items of business presented in this proxy statement and at
the 2026 Annual Meeting. Each share of Series A Preferred Stock will entitle the holder thereof
to vote together with the holders of common stock as a single class. As of the close of business
on the Record Date, we had (a) 432,544,896shares of common stock issued and outstanding,
and (b) 4,000,000 shares of Series A Preferred Stock issued and outstanding. Each share of
common stock and Series A Preferred Stock is entitled to one vote per share.
|
||
|
45
|
Table of Contents
Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters
|
Q:
|
How do I vote?
|
||
|
A:
|
Registered Holder: If you are a registered holder, there are four ways to vote:
•Via the Internet. You may vote by proxy via the Internet by following the instructions
provided on the proxy card or voting instruction form mailed to you.
•By Telephone.You may vote by proxy by calling the toll-free number found on the proxy card
or voting instruction form.
•By Mail.You may vote by proxy by filling out the proxy card or voting instruction form and
returning it in the envelope provided.
•During the Meeting. To vote during the the 2026 Annual Meeting, you must attend the
meeting virtually as a shareholder. Please see the information below for how to attend the
2026 Annual Meeting. If you attend the 2026 Annual Meeting as a shareholder, you can
follow the online instructions to vote your shares during the meeting.
Beneficial Owners: If you are a beneficial owner of shares held in "street name," a proxy card
or voting instruction form has been forwarded to you by your broker or other nominee. You
have the right to direct your broker or other nominee on how to vote your shares by following
the instructions on the proxy card or voting instruction form, which generally provides four ways
to vote:
•Via the Internet.You may vote by proxy via the Internet by visiting www.proxyvote.com and
entering the control number found on the proxy card or voting instruction form provided by
your broker or other nominee. The availability of Internet voting may depend on the voting
process of your broker or other nominee.
•By Mail.You may vote by proxy by filling out the proxy card or voting instruction form
provided by your broker or other nominee and returning it in the envelope provided.
•By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card
or voting instruction form.
•During the Annual Meeting.To vote your shares during the 2026 Annual Meeting, you must
follow the instructions provided by your broker or other nominee and attend the meeting as a
shareholder. Please see "How can I attend the 2026 Annual Meeting" below for information
on how to attend the meeting as a shareholder to vote your shares during the meeting.
If you attend the 2026 Annual Meeting as a guest, you will not be able to vote your shares
during the meeting.
If you vote over the Internet or by telephone, you do not need to return your proxy card or
voting instruction form. Internet and telephone voting for shareholders will be available 24
hours a day, and will close at 10:59 p.m., Central Time, on May 14, 2026. Even if you plan to
attend the 2026 Annual Meeting virtually, the Company recommends that you vote your shares
in advance as described above so that your vote will be counted if you later decide not to attend
the 2026 Annual Meeting.
|
||
|
46
|
Table of Contents
Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters
|
Q:
|
How do I vote? (Continued)
|
||
|
A:
|
Shares Held in Your Account under the APi Group 401(k) & Profit Sharing Plan, the
APi Group Safe Harbor 401(k) & Profit Sharing Plan or the Vipond Inc. Employees'
Profit Sharing Plan. If you are a participant or beneficiary with an account in one or more of
(1) the APi Group 401(k) & Profit Sharing Plan, (2) the APi Group Safe Harbor 401(k) & Profit
Sharing Plan and/or (3) the Vipond Inc. Employees' Profit Sharing Plan, you will be permitted to
direct the applicable plan trustee(s) or other intermediary as to how any shares held in your
plan account as of the Record Date should be voted at the 2026 Annual Meeting.
You have the right to direct your nominee(s) or other intermediary on how to vote your shares
by following the instructions on the proxy card or voting instruction form forwarded to you by
your nominee(s), which generally provides three ways to vote:
•Via the Internet. You may vote by proxy via the Internet by visiting www.proxyvote.com and
entering the control number found on the proxy card or voting instruction form provided by
your nominee. The availability of Internet voting may depend on the voting process of your
nominee.
•By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card
or voting instruction form.
•By Mail. You may vote by proxy by filling out the proxy card or voting instruction form
provided by your nominee and returning it in the envelope provided.
Earlier Voting Deadlines for Participants in Certain Employee Benefit Plans. Because the
employee benefits plans' trustee(s) or other intermediary will vote on your behalf, and in
accordance with your directions, except as noted below, you will not be able to vote during the
2026 Annual Meeting and must vote by following deadlines:
•Votes of shares held in a APi Group 401(k) & Profit Sharing Plan or APi Group Safe Harbor
401(k) & Profit Sharing Plan account must be made by 10:59 p.m. (Central Time) on May
12, 2026.
•Votes of shares held in a Vipond Inc. Employees' Profit Sharing Plan account must be made
by 10:59 p.m. (Central Time)on May 14, 2026in order to vote prior to the 2026 Annual
Meeting, or you may vote during the meeting. See "How can I attend the 2026 Annual
Meeting" below for information on how to attend the meeting as a shareholder to vote your
shares during the meeting.
|
||
|
47
|
Table of Contents
Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters
|
Q.
|
How can I attend the 2026 Annual Meeting?
|
||
|
A.
|
The 2026 Annual Meeting will be held in a virtual-only format via live webcast. No physical
meeting will be held.
To access the 2026 Annual Meeting, please visit www.virtualshareholdermeeting.com/APG2026.
You may begin logging into the 2026 Annual Meeting on the day of the meeting at 8:15 a.m.,
Central Time, 15 minutes in advance of the start of the meeting. We encourage you to access
the meeting prior to the start time and allow ample time for the check-in procedures.
You may log in using one of two options: (1) join as a guest or (2) join as a shareholder. To join
as a guest, you will need to enter the information requested on the screen to register as a
guest. If you enter the meeting as a guest, you will not be able to vote your shares or submit
questions during the meeting.
If you were a registered holder or a beneficial owner as of the Record Date, you may join the
2026 Annual Meeting as a shareholder by entering the 16-digit control number found on the
proxy card or voting instruction form previously received in connection with the 2026 Annual
Meeting. If you are a beneficial owner as of the Record Date and you do not have a 16-digit
control number, you should contact your bank, broker or other nominee (preferably at least 5
days before the meeting) and obtain a "legal proxy" in order to be able to attend and participate
in the meeting. You must join the meeting as a shareholder to vote your shares or submit
questions during the meeting.
If you were a participant in an employee benefit plan and you have a control number, you may
join the 2026 Annual Meeting as a shareholder using that control number. Otherwise, you may
join the meeting as a guest.
|
||
|
Q.
|
What if I need technical assistance accessing the virtual-only meeting?
|
||
|
A.
|
The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox,
Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most
updated version of applicable software and plugins. Beginning 15 minutes prior to the meeting
start, technicians will be available to assist you with any technical difficulties you may have
accessing the virtual meeting webcast. If you encounter any difficulties accessing the webcast,
please call the technical support number that will be posted on the annual meeting website log-
in page located at www.virtualshareholdermeeting.com/APG2026.
|
||
|
Q.
|
How do I ask questions at the 2026 Annual Meeting?
|
||
|
A.
|
Shareholders will have the ability to submit questions during the 2026 Annual Meeting via the
meeting website at www.virtualshareholdermeeting.com/APG2026 by following the instructions
available on the meeting page. Questions relevant to 2026 Annual Meeting matters will be
answered during the meeting, subject to time constraints. To ensure that as many shareholders
as possible are able to ask questions during the 2026 Annual Meeting, each shareholder will be
permitted no more than two questions. Questions from multiple shareholders on the same topic
or that are otherwise related may be grouped, summarized and answered together. If you join
the meeting as a guest, you will not be able to ask questions.
Responses to questions relevant to 2026 Annual Meeting matters that are not answered during
the meeting will be posted on the Company's Investor Relations webpage.
|
||
|
48
|
Table of Contents
Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters
|
Q.
|
How do I obtain electronic access to the proxy materials?
|
||
|
A.
|
This proxy statement and our Annual Report are available to shareholders free of charge at
http://materials.proxyvote.com/00187Y.
If you are a beneficial owner or a participant in an employee benefit plan, you may be able to
elect to receive future annual reports or proxy statements by email. For information regarding
electronic delivery of proxy materials for shares held in "street name" or in an employee benefit
plan, you should contact your broker or other nominee.
|
||
|
Q.
|
What constitutes a quorum, and why is a quorum required?
|
||
|
A.
|
State law requires that we have a quorum of shareholders present in person or by proxy for all
items of business to be voted at the 2026 Annual Meeting. The presence at the 2026 Annual
Meeting, in person or by proxy, of the holders of a majority in voting power of the shares of
common stock and Series A Preferred Stock issued and outstanding and entitled to vote on the
Record Date will constitute a quorum, permitting us to conduct the business of the 2026 Annual
Meeting. Proxies received but marked as abstentions, if any, and broker non-votes (described
below) will be included in the calculation of the number of shares considered to be present at
the 2026 Annual Meeting for quorum purposes. If we do not have a quorum, then the person
presiding over the 2026 Annual Meeting or the shareholders present at the 2026 Annual Meeting
may, by a majority in voting power thereof, adjourn the meeting from time to time, as
authorized by our bylaws, until a quorum is present.
|
||
|
Q.
|
What am I voting on?
|
||
|
A.
|
Those entitled to vote are asked to vote on the following four proposals. Our Board's
recommendation for each of these proposals is set forth below:
|
||
|
Proposal
|
Board Recommendation
|
||
|
1.To elect nine directors for a one-year term expiring at
the 2027 Annual Meeting of Shareholders
|
FOR each Director Nominee
|
||
|
2. To ratify the appointment of KPMG LLP ("KPMG") as
our independent registered public accounting firm for
the 2026 fiscal year.
|
FOR
|
||
|
3. To approve, on an advisory basis, the compensation
of our NEOs
|
FOR
|
||
|
4. To approve, on an advisory basis, the frequency of
future advisory votes to approve the compensation of
our NEOs
|
FOR 1 YEAR
|
||
|
We will also consider other proposals that properly come before the 2026 Annual Meeting in
accordance with our bylaws.
|
|||
|
Q.
|
Is my vote confidential?
|
||
|
A.
|
Yes. We encourage shareholder participation in corporate governance by ensuring the
confidentiality of shareholder votes. We have designated Broadridge Financial Solutions, Inc. as
inspector to receive and tabulate shareholder votes. Your vote on any particular proposal will be
kept confidential and will not be disclosed to us or any of our officers or employees except (1)
where disclosure is required by applicable law, (2) where disclosure of your vote is expressly
requested by you or (3) where we conclude in good faith that a bona fide dispute exists as to
the authenticity of one or more proxies, ballots or votes, or as to the accuracy of any tabulation
of such proxies, ballots or votes. Aggregate vote totals will be disclosed to us from time to time
and publicly announced following the 2026 Annual Meeting.
|
||
|
49
|
Table of Contents
Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters
|
Q.
|
What happens if additional matters are presented at the 2026 Annual Meeting?
|
||
|
A.
|
Our bylaws provide that items of business may be brought before the 2026 Annual Meeting only
(1) pursuant to the Notice of 2026 Annual Meeting (or any supplement thereto) included in this
proxy statement, (2) by or at the direction of the Board, or (3) by a shareholder of the
Company who was a shareholder at the time proper notice of such business is delivered to our
Corporate Secretary, who is entitled to vote at the meeting and who complies with the notice
procedures set forth in our bylaws. Other than the four items of business described in this proxy
statement, we are not aware of any other business to be acted upon at the 2026 Annual
Meeting as of the date of this proxy statement. If you grant a proxy, the persons named as
proxy holders, Russell A. Becker, G. David Jackola and Louis B. Lambert, will have the discretion
to vote your shares on any additional matters properly presented for a vote at the 2026 Annual
Meeting in accordance with Delaware law and our bylaws.
|
||
|
Q.
|
How many votes are needed to approve each proposal?
|
||
|
A.
|
The table below sets forth, for each proposal described in this proxy statement, the vote
required for approval of the proposal, assuming a quorum is present:
|
||
|
Proposal
|
Vote Required
|
||
|
1.To elect nine directors for a one-year term expiring at
the 2027 Annual Meeting of Shareholders
|
The majority of votes cast
|
||
|
2. To ratify the appointment of KPMG LLP ("KPMG") as
our independent registered public accounting firm for
the 2026 fiscal year.
|
The majority of votes cast
|
||
|
3. To approve, on an advisory basis, the compensation
of our NEOs
|
The majority of votes cast
|
||
|
4. To approve, on an advisory basis, the frequency of
future advisory votes to approve the compensation of
our NEOs
|
The majority of votes cast
|
||
|
Q.
|
What if I am a registered holder and I return my proxy without making any
selections?
|
||
|
A.
|
If you are a registered holder and sign and return your proxy card or voting instruction form
without making any selections, your shares will be voted "FOR" all director nominees, "FOR"
proposals 2 and 3, and "FOR 1 YEAR" on Proposal 4. If other matters properly come before the
2026 Annual Meeting, Russell A. Becker, G. David Jackola and Louis B. Lambert will have the
authority to vote on those matters for you at their discretion. As of the date of this proxy
statement, we are not aware of any matters that will come before the 2026 Annual Meeting
other than those disclosed in this proxy statement.
|
||
|
50
|
Table of Contents
Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters
|
Q.
|
What if I am a beneficial owner and I do not give the broker or other nominee voting
instructions?
|
||
|
A.
|
If you are a beneficial owner and your shares are held in the name of a broker or other
nominee, such nominee is bound by the rules of the NYSE regarding whether or not it can
exercise discretionary voting power for any particular proposal if the broker has not received
voting instructions from you. Brokers have the authority to vote shares for which their
customers do not provide voting instructions on certain "routine" matters. A broker non-vote
occurs when a broker or other nominee who holds shares for another does not vote on a
particular item because the nominee does not have discretionary voting authority for that item
and has not received voting instructions from the beneficial owner of the shares. Broker non-
votes are included in the calculation of the number of votes considered to be present at the
2026 Annual Meeting for purposes of determining the presence of a quorum but are not
considered a vote cast.
The table below sets forth, for each proposal described in this proxy statement, whether a
broker can exercise discretion and vote your shares absent your instructions and if not, the
impact of such broker non-vote on the approval of the applicable proposal
|
||
|
Proposal
|
Can Brokers Vote
Absent Instructions?
|
Impact of Broker
Non-Vote
|
|
|
1.To elect nine directors for a one-year term expiring at
the 2027 Annual Meeting of Shareholders
|
No
|
None
|
|
|
2. To ratify the appointment of KPMG LLP ("KPMG") as
our independent registered public accounting firm for
the 2026 fiscal year.
|
Yes
|
Not Applicable
|
|
|
3. To approve, on an advisory basis, the compensation
of our NEOs
|
No
|
None
|
|
|
4. To approve, on an advisory basis, the frequency of
future advisory votes to approve the compensation of
our NEOs
|
No
|
None
|
|
|
Q.
|
What if I am a participant in an employee benefit plan and I do not give the nominee
voting instructions?
|
||
|
A.
|
If you are a participant in an employee benefit plan and you do not provide voting instructions
(or your instructions are incomplete or unclear) as to one or more of the matters to be voted
on, the unvoted shares in your account will be treated as follows:
•The APi Group 401(k) & Profit Sharing Plan and APi Group Safe Harbor 401(k) & Profit Sharing
Plan. The trustee will vote shares in your account with respect to each applicable proposal in
the same proportion for which the trustee received timely, complete and clear voting
instructions.
•The Vipond Inc. Employees' Profit Sharing Plan. The intermediary will vote only those shares
for which it received timely, complete and clear voting instructions. The intermediary will not
vote unvoted shares in your account.
|
||
|
Q.
|
What if I abstain on a proposal?
|
||
|
A.
|
If you sign and return your proxy card or voting instruction form marked "Abstain" on any
proposal, your shares will not be voted on that proposal. Marking "Abstain" with respect to any
of the proposals described in this proxy statement will not have any impact on the approval of
the applicable proposal.
|
||
|
51
|
Table of Contents
Questions and Answers About Voting at the 2026 Annual Meeting and Related Matters
|
Q.
|
Can I change my vote or revoke my proxy after I have delivered my proxy card or
voting instruction form?
|
||
|
A.
|
Yes.
If you are a registered holder, you may change your vote or revoke your proxy by (1) voting in
person at the 2026 Annual Meeting, (2) delivering to the Corporate Secretary (at the address
indicated below) a revocation of proxy or (3) executing a new proxy bearing a later date.
Corporate Secretary
APi Group Corporation
1100 Old Highway 8 NW
New Brighton, MN 55112
If you are a beneficial owner, you must follow the instructions provided by your broker or other
nominee to change your vote or revoke your proxy.
If you are a participant in an employee benefit plan, you may change your vote or revoke your
proxy by executing a new proxy bearing a later date, prior to the voting cutoff date for the
applicable plan.
|
||
|
Q.
|
If I am a registered holder or a beneficial owner and I plan to attend the 2026 Annual
Meeting, should I still vote by proxy?
|
||
|
A.
|
Yes. Casting your vote in advance does not affect your right to attend the 2026 Annual Meeting.
If you vote in advance and also attend the 2026 Annual Meeting, you do not need to vote again
at the 2026 Annual Meeting unless you want to change your vote. Please see the information
above under "How do I vote?" for information on how to vote.
|
||
|
Q.
|
Am I entitled to dissenter's rights?
|
||
|
A.
|
No. Delaware General Corporation Law does not provide for dissenter's rights in connection with
the matters being voted on at the 2026 Annual Meeting.
|
||
|
Q.
|
Where can I find voting results of the 2026 Annual Meeting?
|
||
|
A.
|
We will announce the voting results for the proposals at the 2026 Annual Meeting and publish
final detailed voting results in a Form 8-K filed with the SEC within four business days after the
2026 Annual Meeting.
|
||
|
Q.
|
Who should I call with other questions?
|
||
|
A.
|
If you have any questions about this proxy statement or the 2026 Annual Meeting, or need
assistance voting your shares, please contact our proxy solicitor, Sodali & Co at
1-800-662-5200.
|
||
|
A-1
|
|||||
Table of Contents
Appendix A
APi Group Corporation
Reconciliations of GAAP to Non-GAAP Financial Measures
EBITDA and adjusted EBITDA (non-GAAP)
(Amounts in millions)
(Unaudited)
The Company supplements the reporting of its consolidated financial information with certain financial
measures including adjusted EBITDA, a non-GAAP financial measure, which is defined as earnings before
interest, taxes, depreciation and amortization, excluding the impact of certain non-cash and other
specifically identified items, and including corporate costs and eliminations. Adjusted EBITDA margin is
calculated as adjusted EBITDA divided by net revenues. The Company believes these measures provide
meaningful information and help investors understand the Company's financial results and assess its
prospects for future performance. The Company uses adjusted EBITDA to evaluate its performance, both
internally and as compared with its peers, because these measures exclude certain items that may not
be indicative of the Company's core operating results.
|
For the Year Ended December 31,
|
||||||||
|
2025
|
2024
|
2023
|
||||||
|
Net income (as reported)
|
$302
|
$250
|
$153
|
|||||
|
Adjustments to reconcile net income to EBITDA:
|
||||||||
|
Interest expense, net
|
141
|
146
|
145
|
|||||
|
Income tax provision
|
111
|
80
|
79
|
|||||
|
Depreciation and amortization
|
327
|
302
|
303
|
|||||
|
EBITDA
|
$881
|
$778
|
$680
|
|||||
|
Adjustments to reconcile EBITDA to adjusted EBITDA:
|
||||||||
|
Contingent consideration and compensation
|
(a)
|
2
|
3
|
14
|
||||
|
Non-service pension cost (benefit)
|
(b)
|
19
|
22
|
(12)
|
||||
|
Systems and business enablement
|
(c)
|
96
|
-
|
-
|
||||
|
Business process transformation expenses
|
(d)
|
4
|
52
|
30
|
||||
|
Acquisition and divestiture related expenses
|
(e)
|
24
|
13
|
7
|
||||
|
Restructuring program related costs
|
(f)
|
14
|
32
|
46
|
||||
|
Other
|
(g)
|
1
|
(7)
|
17
|
||||
|
Adjusted EBITDA
|
$1,041
|
$893
|
$782
|
|||||
|
Net revenues
|
$7,911
|
$7,018
|
$6,928
|
|||||
|
Adjusted EBITDA as a % of net revenues
|
13.2%
|
12.7%
|
11.3%
|
|||||
|
2023-2025 PSU Reconciliation
|
||||||||
|
Adjusted EBITDA
|
$1,041
|
$893
|
$782
|
|||||
|
Constant Currency Adjustment
|
(h)
|
(6)
|
1
|
1
|
||||
|
2023-2025 PSU Adjusted EBITDA
|
$1,035
|
$894
|
$783
|
|
2025 Short-Term Incentive Reconciliation
|
||||
|
Adjusted EBITDA
|
$1,041
|
|||
|
Constant Currency Adjustment
|
(i)
|
$(23)
|
||
|
2024 Incentive Adjusted EBITDA
|
$1,017
|
Notes:
(a)Adjustment to reflect the elimination of the expense attributable to one-time deferred consideration to prior owners of
acquired businesses.
(b)Adjustment to reflect the elimination of non-service pension cost (benefit), which consists of interest cost, expected return on
plan assets and amortization of actuarial gains/losses.
(c)Adjustment to reflect the elimination of non-recurring expenses related to new systems implementations, information
|
A-2
|
|||||
Table of Contents
Appendix A
technologies, and other new capabilities.
(d)Adjustment to reflect the elimination of expenses associated with the integration and reorganization of newly acquired
businesses and non-operational costs related to technology and business enhancements, including systems and process
development costs.
(e)Adjustment to reflect the elimination of transaction costs, integration costs, and gains and losses related to potential and
completed acquisitions and divestitures.
(f)Adjustment to reflect the elimination of expenses associated with restructuring programs and related costs.
(g)Adjustment includes various miscellaneous non-recurring items, such as the gains and losses on the sale of buildings,
elimination of changes in fair value estimates to acquired liabilities, and miscellaneous capital market activities.
(h)Adjustment to exclude the impacts of fluctuations in foreign currency translation over the three-year performance period.
When the Compensation Committee established the 2023-2025 PSU program design it was decided that for purposes of
determining PSU results the adjusted EBITDA should be calculated at constant currency to show financial results without
giving effect to currency fluctuations. This constant currency adjustment was calculated utilizing year-end results translated
into US dollars at the 2023 management exchange rates.
(i)Adjustment to exclude the impact of fluctuations in foreign currency translation for the year. When the Compensation
Committee established the 2025 STI program design it was decided that for purposes of determining STI results the adjusted
EBITDA should be calculated at constant currency to show financial results without giving effect to currency fluctuations. This
constant currency adjustment was calculated utilizing year-end results translated into US dollars at the 2025 management
exchange rates.
Table of Contents
Table of Contents
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