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

Filed by the Registrant

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Filed by a party other than the Registrant

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Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12

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):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

Dear Fellow Shareholders

On behalf of the Board of Directors, we are pleased to invite you to attend APi Group’s Annual Meeting of Shareholders on June 15, 2023. You will find information about the meeting, including how to participate and the items to be voted on, in the Notice of Annual Meeting of Shareholders and the Proxy Statement that accompany this letter.

Thank you for your investment and continued support of APi. I look forward to working with my fellow Directors and the leadership team in the coming year to continue advancing the business.

Sincerely,

LOGO

Russell A. Becker

Chief Executive Officer

Notice of

2023 Annual Meeting

of Shareholders

It is my pleasure to invite you to attend APi Group Corporation’s 2023 Annual Meeting of Shareholders (“2023 Annual Meeting”). The 2023 Annual Meeting will be held on June 15, 2023, at 8:30 a.m. (Central Time) in virtual-only format conducted via live webcast at www.virtualshareholdermeeting.com/APG2023. You will be able to participate, submit questions and vote your shares electronically. The information for how to attend virtually and vote at the 2023 Annual Meeting is described below. At the 2023 Annual Meeting, you will be asked to:

1.	Elect ten directors for a one-year term expiring at the 2024 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, 2023;

3.	Approve, on an advisory basis, the compensation of our named executive officers; and

4.	Transact such other business as may properly come before the 2023 Annual Meeting and any adjournment or postponement of the 2023 Annual Meeting.

Only shareholders of record as of the close of business on April 18, 2023, may vote at the 2023 Annual Meeting.

It is important that your shares be represented at the 2023 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 2023 Annual Meeting.

LOGO

Louis B. Lambert

Senior Vice President, General Counsel and Secretary

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 28, 2023.



How to Attend the Virtual Annual Meeting

via the Internet	Vote during the Meeting	Ask Questions

live webcast at www.virtualshareholdermeeting.com/APG2023

Other Ways to Vote Your Shares if unable to Attend the Virtual Meeting

by Internet	by Telephone	by Mail

Follow the instructions in our proxy statement

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


Proxy Summary			1

Annual Meeting			1

Voting Matters and Board Recommendations			1

How to Vote			1

Board of Directors			1

Who We Are			2

Corporate Governance Highlights			3

Executive Compensation and Financial Highlights			4

Corporate Governance			5

Corporate Governance Guidelines			5

Board Leadership Structure			5

Director Independence			5

Board Role in Risk Management			5

Code of Business Conduct and Ethics			6

Meetings			6

Board Committees			6

Audit Committee			7

Compensation Committee			7

Nominating and Corporate Governance Committee			9

Anti-Hedging Policy			10

Communications with the Board			10

Certain Relationships and Related Transactions			10

Related Party Transaction Policy			11

Director Compensation			12

Proposal 1—Election of Directors			14

Compensation Discussion & Analysis			20

Compensation Strategy			20

Pay for Performance			21

Overview of 2022 Performance			21

2022 Key Decisions			22

Say-on-Pay Voting Results			22

Compensation Governance Practices			23

Executive Compensation Setting Process			23

Components of the Executive Compensation Program			26

2022 Compensation Decisions			27

Other Compensation-Related Practices and Policies			30


Executive Compensation			32

Summary Compensation Table			32

Grants of Plan-Based Awards During 2022			33

Outstanding Equity Awards at 2022 Year End			34

Stock Vested During 2022			35

Potential Payments Upon Termination or Change in Control			35

CEO Pay Ratio			37

Pay Versus Performance			38

Compensation Committee Report			41

Security Ownership			42

Proposal 2—Ratification of Independent Registered Public Accountants for 2023 Fiscal Year			45

Fees Billed to the Company by its Independent Registered Public Accounting Firms			45

Pre-Approval Policies and Procedures for Audit and Permitted Non-Audit Services			45

Audit Committee Report			46

Proposal 3—Advisory Vote on Executive Compensation			47

Other Matters			48

Requirements, including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders			48

List of Shareholders Entitled to Vote at the 2023 Annual Meeting			48

Expenses Relating to this Proxy Solicitation			49

Communication with Our Board of Directors			49

Householding			49

Available Information			49

Questions and Answers About Voting at the 2023 Annual Meeting and Related Matters			51

Appendix			A-1

Proxy Summary

Annual Meeting

LOGO

Date and Time

June 15, 2023

8:30 a.m. (Central Time)

LOGO

Location

Virtual-only at www.virtualshareholdermeeting.com/APG2023

LOGO

Record Date

April 18, 2023

Voting Matters and Board Recommendations


Matter	Board Recommendation	Page

Proposal 1—Election of Directors	FOR each Director Nominee		14

Proposal 2—Ratification of KPMG as Independent Auditor	FOR		45

Proposal 3—Advisory Vote on Executive Compensation	FOR		47

How to Vote

LOGO

via the Internet

LOGO

During the Meeting

live webcast at

www.virtualshareholdermeeting.com/APG2023

LOGO

by Telephone

Follow the instructions in our

proxy statement

LOGO

by Mail

Board of Directors

Name

Director
Since

Independent

Audit

Committee

Compensation

Committee

Nominating
and
Corporate
Governance

Committee

Sir Martin E. Franklin, Board Co-Chair

2017

James E. Lillie, Board Co-Chair

2017

Yes

Ian G.H. Ashken

2019

Yes

✓*

✓

Russell A. Becker

2019

David S. Blitzer

2021

Yes

Paula D. Loop

2022

Yes

✓

Anthony E. Malkin

2019

Yes

✓

Thomas V. Milroy

2017

Yes

✓*

Cyrus D. Walker

2019

Yes

✓

✓*

Carrie A. Wheeler

2019

Yes

✓

✓ Member * Chair

2023 PROXY STATEMENT

Proxy Summary

Who We Are

APi was founded in 1926 and has since grown to be the world’s premier life safety, security, monitoring, and specialty services business with over $6.6 billion in revenue, operating in over 20 countries, with approximately 27,400 team members. Our core purpose of Building Great Leaders defines who we are. This focus and other foundational priorities provide the platform from which we can continue to enhance shareholder value. We operate two business segments: Safety Services and Specialty Services. In our Safety Services segment, our mission is to protect our customers’ people, property and high-value assets. We design, install, service, and monitor fire detection and suppression systems and security systems for a wide range of end customers in a broad range of industries. In our Specialty Services segment, we provide specialized industrial services, which include maintenance and repair of critical infrastructure such as underground electric, gas, water, sewer, and telecommunications infrastructure. We believe our growth is sustainable and resilient for the long-term because our business is increasingly driven by statutorily required recurring service revenue, because we operate in highly diversified end-markets, and because our teams deliver industry-leading performance for our customers.

Our “13-60-80” Shareholder Value Creation Model

LOGO

2023 PROXY STATEMENT

Proxy Summary

Corporate Governance Highlights

What We Do

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 Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). Highlights of the framework we have established for governance are described below.


✓	Non-classified Board – annual election of all directors	✓	Board oversight of risk management
✓	Independent Lead Director and Committees	✓	Executive Sessions during each Board meeting without employee directors in attendance
✓	Separate Chief Executive Officer and Co-Chairs of the Board	✓	Annual Board and Committee self-evaluations
✓	Majority voting standard for uncontested director elections	✓	Age limit for directors (75)
✓	Code of Conduct applicable to all directors and executive officers	✓	Director and executive officer stock ownership requirements
✓	Clawback policy for performance-based compensation	✓	Open communication encouraged among directors and management

Board Composition

Our Board of Directors (“Board”) brings deep expertise and broad perspectives from a diversity of industry experiences, backgrounds, nationalities, ages (ranging from 51-67) and other attributes. Our Board believes 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 APi Group’s long-term strategic objectives. Currently, our Board is 20% female and 10% BIPOC (black/indigenous/people of color). Our Board is 80% independent.

Sustainability Strategy

Our key strategic priorities for sustainability are: Leadership, Safety, Environment, and Inclusion. We believe these priorities will enable us to deliver on our core purpose: Building Great Leaders.

Our sustainability strategy will be discussed in more detail as part of our first corporate Sustainability Report.

2023 PROXY STATEMENT

Proxy Summary

Executive Compensation and Financial Highlights

Compensation Strategy

Our executive compensation philosophy aligns executive compensation decisions with shareholder interests, business strategy, and performance. The strategy and priorities of our compensation philosophy are the following:

LOGO

Compensation Design

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.

2022 Financial Highlights

2022 was a year of record financial results for APi Group. Revenues increased by 66.4% compared to 2021, driven by the acquisition of Chubb Fire and Security and strong organic revenue growth, including a double-digit increase in inspection, service and monitoring revenue.




REVENUE $6.6B 66.4%	NET INCOME $73M	ADJUSTED EBITDA* $673M 65.4%

*	Refer to Appendix for reconciliation of non-GAAP measures to most directly comparable GAAP measures.

2023 PROXY STATEMENT

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our Board is responsible for overseeing the management of our Company. Our Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”), which 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;

•

management succession; and

•

the performance evaluation of our Board.

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.

Board Leadership Structure

The Board has not adopted a formal policy regarding the need 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 seems 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 Messrs. Lillie, Ashken, Blitzer, Milroy, Malkin and Walker and Mses. Loop 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. Thomas V. Milroy serves as lead independent director. Because Sir Martin controls the entity which receives advisory fees from us, he is not independent under NYSE listing standards. As CEO of the Company, Mr. Becker is also not independent.

Board Role in Risk Management

While our management is responsible for day-to-day risk management identification and mitigation, the Board is actively involved in the oversight and management of risks that could affect the Company. We engage in an Enterprise Risk Management (“ERM”) process that evaluates risks over the short-term, mid-term, and long-term. The ERM process consists of periodic risk assessments performed by various functional management groups during the year. Executive management presents these assessments to the Audit Committee to ensure that the process is sound and complete, oversight is appropriate, and the risks and risk assessments are properly reviewed. The other Committees of the Board consider the risks within their areas of responsibility. While risk oversight and management is conducted primarily through Committees of the Board, the full Board has retained responsibility for general oversight of risks. The Board satisfies its oversight responsibility through full 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 management responsible for oversight of particular risks within the Company.

2023 PROXY STATEMENT

Corporate Governance

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics (“Code of Conduct”) that establishes the standards of ethical conduct applicable to all our directors, officers, and employees. In addition, we have adopted a written 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. Any waiver of our Code of Ethics with respect to our CEO, chief financial officer, controller or persons performing similar functions, or waiver of our Code of Conduct with respect to our directors or executive officers, may only be authorized by our Board and will be disclosed on our website as promptly as practicable, as may be required under applicable SEC and NYSE rules.

Meetings

During 2022, the Board held a total of five meetings. Each incumbent director attended at least seventy-five percent (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. Half of our Board members attended the 2022 Annual Meeting of Shareholders.

During 2022, our Board generally held executive sessions, or meetings of non-employee directors without management present, as part of regularly scheduled Board, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee meetings. Thomas V. Milroy presides over executive sessions of the Board. Messrs. 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 through our Investor Relations department. The Committees will periodically review their respective charters and recommend any needed revisions to the Board. The following is a summary of the composition of each Committee:


Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Ian G.H. Ashken*	Paula D. Loop	Ian G.H. Ashken

Paula D. Loop	Thomas V. Milroy*	Anthony E. Malkin

Carrie A. Wheeler	Cyrus D. Walker	Cyrus D. Walker*

* Committee Chair

2023 PROXY STATEMENT

Corporate Governance

Audit Committee

Number of Meetings in 2022: Four

Responsibilities. Our Audit Committee operates pursuant to a formal charter that governs the responsibilities of the Audit Committee. Pursuant to the Audit Committee Charter, 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;

•

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 management 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.

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 Mr. Ashken, Ms. Loop and Ms. Wheeler qualifies as an “audit committee financial expert” under SEC rules.

Compensation Committee

Number of Meetings in 2022: Four

Responsibilities. Our Compensation Committee operates pursuant to a formal charter that governs the responsibilities of the Compensation Committee. Pursuant to the Compensation Committee Charter, the Compensation Committee is responsible for, among other things:

•

assisting the Board in developing and evaluating potential candidates for executive positions;

•

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;

•

determining the compensation of other non-CEO Section 16 executive officers and all equity awards to such executive officers and other employees;

•

reviewing on a periodic basis compensation and benefits paid to directors and recommending such compensation to the Board for approval;

2023 PROXY STATEMENT

Corporate Governance

•

reviewing and approving our equity-based compensation plans and incentive compensation plans, including reviewing and approving the target performance benchmarks, if any, and range of aggregate value of our annual incentive program for senior management; 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.

During 2022, the Compensation Committee 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 2023 executive compensation. The total fees paid to WTW for these services were approximately $147,762.

During 2022, our management also retained separate business units of WTW (Work, Rewards & Career; 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 2022 (excluding services provided as compensation consultant as discussed above) were approximately $3.0M. The Compensation Committee was not involved in management’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.

2023 PROXY STATEMENT

Corporate Governance

Nominating and Corporate Governance Committee

Number of Meetings in 2022: 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; and

•

reviewing director nominations submitted by shareholders.

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: Secretary, generally not less than 90 nor more than 120 calendar days prior to 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 is required to take into consideration 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. In addition, while we do not have a formal, written diversity

2023 PROXY STATEMENT

Corporate Governance

policy, the Nominating and Corporate Governance Committee will attempt to select candidates who will assist in making the Board a diverse body. As discussed under the heading “Board Composition” above, we believe that a diverse group of directors brings a broader range of experiences to the Board and generates a greater volume of ideas and perspectives, and therefore, is in a better position to make complex decisions.

Anti-Hedging Policy

Our Insider Trading Policy, which is applicable to all employees (including executive officers) and directors of the Company, makes clear that no employee or director may engage in hedging transactions or any other forms of monetization transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities granted as compensation, or held directly or indirectly by the employee or director.

Communications with the Board

Under our Governance Guidelines, a process has been established by which shareholders and other interested parties may communicate with members of the Board. Any shareholder or other interested party may communicate in writing to any 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-management members of the Board. 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 Transactions

Since January 1, 2022, 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.

Registration Rights

Mariposa

The Company has agreed to provide Sir Martin, Messrs. Lillie and Ashken, and the Mariposa Acquisition IV, LLC with certain registration rights that require the Company to provide them with such information and assistance following the acquisition of APi Group, Inc. (the “APi Acquisition”), subject to certain restrictions and customary exceptions, as they may reasonably request to enable it to effect a disposition of all or part of their common stock or warrants, including, without limitation, the preparation, qualification and approval of a prospectus in respect of such common stock or warrants.

2023 PROXY STATEMENT

Corporate Governance

Viking Global Investors

Pursuant to the registration rights agreement dated March 24, 2020, with Viking Global Opportunities Liquid Portfolio Sub-Master LP (“Viking”), the beneficial owner of approximately 14.4% of our outstanding shares of common stock (or 15.5% of the total voting power) as of the Record Date, we (i) filed a registration statement on May 12, 2021 (that was declared effective by the SEC on May 21, 2021) to register the resale of common stock then held by Viking and (ii) agreed that, if we propose to register any of our common stock under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the public offering of such securities solely for cash (other than in certain excluded registrations), we will register all of the shares that the Viking Opportunities Fund requests to be included in such registration (subject to customary cutbacks if the underwriters determine that less than all of the shares requested to be registered can be included in such offering).

The registration rights agreement contains customary indemnities. Our obligations under the registration rights agreement will terminate on the earlier of (a) such time as all of the shares that may be registered under the agreement have been sold and (b) such time as all of such shares may be sold, transferred or otherwise disposed of in a single transaction without limitation under Rule 144 under the Securities Act.

Series B Preferred Stock Purchasers

In connection with the issuance of the Series B Preferred Stock, on January 3, 2022, we entered into registration rights agreements with Juno Lower Holdings L.P. (“Juno”), FD Juno Holdings L.P. (“FD Juno” and, together with Juno, the “Blackstone Purchasers”), Viking Global Equities Master Ltd. (“VGEM”) and Viking Global Equities II LP (“VGE” and, together with VGEM, the “Viking Purchasers,” and together with the Blackstone Purchasers, the “Series B Purchasers”). On January 3, 2022, we filed a registration statement to satisfy our obligations under such registration rights agreements to register the resale of the shares of common stock issuable upon conversion of or as dividends on the Series B Preferred Stock.

In addition, pursuant to the registration rights agreements, if we propose to register any shares of common stock under the Securities Act in connection with the public offering of such securities solely for cash, we will register all of the shares that the Series B Purchasers request to be included in such registration (subject to customary cutbacks if the underwriters determine that less than all of the shares requested to be registered can be included in such offering). The holders also have the right to request one or more underwritten offerings, so long as the anticipated gross proceeds of such underwritten offering is not less than $25 million (unless such holders are proposing to sell all of their remaining registrable securities), and the holders have the right to request unlimited non-underwritten shelf take-downs. We will not be obligated to effect more than two underwritten offerings for a particular Series B Purchaser during any 12-month period.

The registration rights agreements contain customary indemnities. Our obligations under the registration rights agreements will terminate as to a particular Series B Purchaser when all shares that are registrable under the registration rights agreements are no longer held by such Series B Purchaser.

Commercial Relationships

During 2022, we, through certain of our subsidiaries, provided fire safety and dust mitigation services to Royal Oak Enterprises, LLC (“ROE”), a manufacturer and distributor of charcoal, fire logs and related products, in the ordinary course of business and on arm’s length terms. As consideration for our services, we received aggregate revenue of approximately $8 million from ROE during 2022. Our Co-Chair, Sir Martin E. Franklin, is the chairman and controlling shareholder of ROE.

Related Party Transaction Policy

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 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” will consist of executive officers, directors, director nominees, any shareholder beneficially

2023 PROXY STATEMENT

Corporate Governance

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 will take 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 will be 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

Our non-employee director compensation policy provides for the following compensation for our non-employee directors:

•

Annual Retainer. Each non-employee director is entitled to an annual cash fee of $75,000, payable quarterly.

•

Committee Fees. Members of any of our Committees are entitled to an additional annual cash fee of $5,000. Each of the chairs of our Committees is entitled to an additional $10,000 annual cash fee.

•

Annual Equity Award. Each non-employee director will be granted annually a number of restricted stock units equal to $100,000 at the date of issue. The restricted stock units will vest and settle into shares of common stock on the earlier of the one-year anniversary of the date of issuance and the date of the following year’s annual meeting of shareholders.

In addition, all of 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. Mr. Blitzer elected to waive all compensation for his service as a director for 2022.

The table below sets forth the non-employee director compensation for the year ended December 31, 2022.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)(2)		Total ($)

Sir Martin E. Franklin	$	—	$	—	$	—

James E. Lillie	$	75,000	$	100,005	$	175,005

Ian G.H. Ashken	$	90,000	$	100,005	$	190,005

David S. Blitzer	$	—	$	—	$	—

Paula D. Loop⁽³⁾	$	58,750	$	100,005	$	158,755

Anthony E. Malkin	$	80,000	$	100,005	$	180,005

Thomas V. Milroy	$	90,000	$	100,005	$	190,005

Lord Paul Myners⁽⁴⁾	$	21,250	$	—	$	—

Cyrus D. Walker	$	85,000	$	100,005	$	185,005

Carrie A. Wheeler	$	85,000	$	100,005	$	185,005

(1)

Represents the aggregate grant date fair values of restricted stock units granted during 2022, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculating the amounts for 2022, see Note 19 to our historical consolidated financial statements for the year ended December 31, 2022 included in our Annual Report on Form 10-K for the year ended December 31, 2022.

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Corporate Governance

(2)	The following table sets forth the aggregate number of restricted shares of our common stock and unexercised stock options to purchase our common stock outstanding at December 31, 2022 for each of our non-employee directors:


Name	Aggregate Number of Restricted Stock Units Outstanding at December 31, 2022		Aggregate Number of Unexercised Stock Options Outstanding at December 31, 2022

Sir Martin E. Franklin		—		—

James E. Lillie		6,266		—

Ian G.H. Ashken		6,266		—

David S. Blitzer		—		—

Paula D. Loop		6,266		—

Anthony E. Malkin		6,266		—

Thomas V. Milroy		6,266		37,500

Cyrus D. Walker		6,266		—

Carrie A. Wheeler		6,266		—

(3)	Ms. Loop joined the Board on March 28, 2022. As such, the amounts reported for fees earned or paid in cash include the cash paid from March 28, 2022 through December 31, 2022.

(4)	Due to Lord Myner’s passing in 2022, the amounts reported for fees earned or paid in cash include the cash paid in January 2022 for first quarter fees.

Director Stock Ownership Guidelines

In 2022, the Board adopted stock ownership guidelines, which provide that each independent director is expected to own, directly or indirectly, shares of our common stock having a value of at least five times the amount of the annual Board member retainer. All non-employee directors are expected to satisfy the stock ownership guidelines within four years following the date they are first elected to the Board.

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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, David S. Blitzer, 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 2024 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. As set forth in our bylaws, “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 shall not include abstentions. In the event of a contested election, in accordance with our bylaws, directors are elected by a plurality of the votes cast.

We believe that each of our directors possesses the experience, skills and qualities to fully perform his or her duties as a director and contribute to our success. Our directors were nominated because we believe each is of high ethical character, highly accomplished in his or her field with superior credentials and recognition, has a reputation, both personal and professional, 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 his or her 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: 58 Other Public Co. Boards: • Nomad Foods Limited • Element Solutions Inc		Sir Martin E. Franklin
		Sir Martin has served as a director of APi Group Corporation since September 2017 and has served as Co-Chair since October 2019. Sir Martin is the founder and Chief Executive Officer of Mariposa Capital, LLC, and Chairman and controlling shareholder of Royal Oak Enterprises, LLC, a manufacturer of charcoal and grilling products, since July 2016. Sir Martin is also founder and Executive Chairman of Element Solutions Inc, a specialty chemicals company, and has served as a director since its inception in April 2013, and co-founder and co-chairman of Nomad Foods Limited, a leading European frozen food company, and has served as a director since its inception in April 2014. Sir Martin was the co-founder and Chairman of Jarden Corporation (“Jarden”) from 2001 until April 2016 when Jarden merged with Newell Brands Inc (“Newell”) serving also as its CEO from 2001 to 2011 and its Executive Chairman from 2011-2016. Prior to founding Jarden in 2001, between 1992 and 2000, Sir Martin served as the Chairman and/or Chief Executive Officer of three public companies: Benson Eyecare Corporation, an optical products and services company; Lumen Technologies, Inc., a holding company that designed, manufactured and marketed lighting products; and Bollé Inc., a holding company that designed, manufactured and marketed sunglasses, goggles and helmets worldwide. During the last five years, Sir Martin also served on the board of directors of Restaurant Brands International Inc. Qualifications: We believe Sir Martin’s qualifications to serve on our Board include his executive leadership experience, experience as a member of other corporate boards and his knowledge of public companies.

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Proposal 1—Election of Directors



Director Since 2017 Co-Chair Since 2019 Age: 61 Other Public Co. Boards: • Nomad Foods Limited		James E. Lillie
		Mr. Lillie has served as a director of APi Group Corporation since September 2017 and has served as Co-Chair since October 2019. Previously, he served as Jarden’s Chief Executive Officer from June 2011 until Jarden’s business combination with Newell in 2016. From 2003 to 2011 he served as Jarden’s Chief Operating Officer and President (from 2004). From 2000 to 2003, Mr. Lillie served as Executive Vice President of Operations at Moore Corporation, Limited. From 1999 to 2000, he served as Executive Vice President of Operations at Walter Industries, Inc., a Kohlberg, Kravis, Roberts & Company (“KKR”) portfolio company. From 1990 to 1999, Mr. Lillie held a succession of senior level management positions across a variety of disciplines including human resources, manufacturing, finance and operations at World Color, Inc., another KKR portfolio company. Since June 2015, Mr. Lillie has served on the board of directors of Nomad Foods Limited and served on the board of directors of Tiffany & Co. from February 2017 until January 2021. Qualifications: We believe Mr. Lillie’s qualifications to serve on our Board include his executive experience, service on other corporate boards and his knowledge of public companies.



Director Since 2019 Age: 62 Committees: • Audit (Chair) • Nominating and Corporate Governance Other Public Co. Boards: • Nomad Foods Limited • Element Solutions Inc.		Ian G.H. Ashken
		Mr. Ashken has served as a director of APi Group Corporation since October 2019. Previously, he was the co-founder of Jarden and served at various times as its Vice Chairman, President, Chief Financial Officer, Secretary, and a director from June 2001 until the consummation of Jarden’s business combination with Newell in April 2016. Prior to Jarden, Mr. Ashken served as the Vice Chairman and/or Chief Financial Officer of three public companies: Benson Eyecare Corporation, Lumen Technologies, Inc. and Bollé Inc. between 1992 and 2000. Mr. Ashken also serves as a director of Element Solutions Inc and Nomad Foods Limited and is a director or trustee of a number of private companies. Qualifications: We believe Mr. Ashken’s qualifications to serve on our Board include his executive experience, service on other corporate boards and his knowledge of public companies.

2023 PROXY STATEMENT

Proposal 1—Election of Directors



(Chief Executive Officer) Director Since 2019 Age: 57 Other Public Co. Boards: • None		Russell A. Becker
		Mr. Becker has served as a director of APi Group Corporation since October 2019. Mr. Becker joined APi Group, Inc. in 2002 as President and Chief Operating Officer and became CEO in 2004. Mr. Becker has continued to serve as CEO of APi Group Corporation following its acquisition of APi Group, Inc. in October 2019. Prior to leading APi Group, Inc., Mr. Becker served in a variety of roles at The Jamar Company, a subsidiary of APi Group, Inc., including as a Manager of Construction from 1995 to 1997 and as President from 1998 until he joined APi Group, Inc. in 2002. Mr. Becker served as a project manager for Ryan Companies from 1993 to 1995 and as a field engineer with Cherne Contracting from 1991 to 1993. Since July 2017, Mr. Becker has served on the board of directors of Liberty Diversified Industries and since January 2019 has served on the board of directors for Marvin Companies, each a private company. Mr. Becker also serves on the advisory board for the Science of Engineering at Michigan Technological University. Qualifications: We believe Mr. Becker’s qualifications to serve on our Board include his extensive knowledge of APi Group and his years of executive leadership at APi Group.



Director Since 2022 Age: 53 Committees: • None Other Public Co. Boards: • None		David S. Blitzer
		Mr. Blitzer has served as a director of APi Group Corporation since January 2022. Mr. Blitzer was nominated by the holders of our Series B Preferred Stock affiliated with Blackstone Inc. pursuant to such holders’ nomination right pursuant to the applicable stock purchase agreement for the Series B Preferred Stock. Mr. Blitzer joined Blackstone in 1991 and is currently Blackstone’s Global Head of Tactical Opportunities group (Tac Opps), an opportunistic investment business which invests globally across asset classes and industries. Mr. Blitzer is a member of Blackstone’s Management Committee. Prior to launching Tac Opps, Mr. Blitzer had been involved in the execution of Blackstone investments across a variety of asset classes, including establishing and leading Blackstone’s European private equity business. Mr. Blitzer is also Co-Managing Partner and Co-Chairman of Harris Blitzer Sports & Entertainment, which includes in its portfolio the Philadelphia 76ers, the New Jersey Devils, leading venue Prudential Center in Newark, N.J., the GRAMMY Museum Experience Prudential Center, the Delaware Blue Coats, the Binghamton Devils, the Sixers Innovation Lab Crafted by Kimball, renowned esports franchise Dignitas and NBA 2K League Team, 76ers Gaming Club (GC). Additionally, he is a General Partner of the Crystal Palace Football Club, and a co-owner of numerous other U.S. and international sports teams including but not limited to the Cleveland Guardians, the Pittsburgh Steelers, Real Salt Lake, AD Alcoron, HD Estoril and Wassland Beveren. Qualifications: We believe Mr. Blitzer qualifications to serve on our Board include his extensive experience in investment management and banking, his executive and leadership experience, and service on other corporate boards.

2023 PROXY STATEMENT

Proposal 1—Election of Directors



Director Since 2022 Age: 61 Committees: • Audit • Compensation Other Public Co. Boards: • Fastly, Inc. • Robinhood Markets, Inc.		Paula D. Loop
		Ms. Loop has served as a director of APi Group Corporation since March 2022. Ms. Loop retired as an Assurance Partner at PricewaterhouseCoopers (“PwC”) in June 2021 after over 30 years with PwC. At PwC she was the leader of PwC’s Governance Insights Center and served on the Board of Partners from 2017 to 2021. She was also previously the New York Metro Regional Assurance Leader leading one of PwC’s largest Assurance practices. Ms. Loop has significant experience working with boards and audit committees across multiple markets and industry sectors on governance, accounting and SEC reporting matters. She serves as a director of Robinhood Markets, a financial services company, since June 2021 and as a director of Fastly Inc., an edge cloud computing company, since July 2021. Ms. Loop holds a bachelor’s degree in business administration from the University of California at Berkeley. Qualifications: We believe Ms. Loop’s qualifications to serve on our Board include her public company experience specifically working with boards, audit committees and SEC reporting, and her service on other public company boards.



Director Since 2019 Age: 60 Committees: • Nominating and Corporate Governance Other Public Co. Boards: • Empire State Realty Trust, Inc.		Anthony E. Malkin
		Mr. Malkin has served as a director of APi Group Corporation since October 2019. Since October 2013, Mr. Malkin has served as Chairman and Chief Executive Officer of Empire State Realty Trust, Inc. (“ESRT”), a real estate investment trust. Mr. Malkin joined ESRT’s predecessor entities in 1989. Mr. Malkin is the Chairman of Malkin Holdings L.L.C. Mr. Malkin has been a leader in existing building energy efficiency retrofits through coordinating the team of Clinton Climate Initiative, Johnson Controls, JLL and Rocky Mountain Institute in a groundbreaking project at the Empire State Building. Mr. Malkin led the development of standards for energy efficient office tenant installations, now known as the Tenant Energy Optimization Program, at the Urban Land Institute. Mr. Malkin also serves as a member of the Real Estate Roundtable and Chair of its Sustainability Policy Advisory Committee, the Climate Mobilization Advisory Board of the New York City Department of Buildings, Urban Land Institute, the Board of Governors of the Real Estate Board of New York, and the Partnership for New York City’s Innovation Council. Qualifications: We believe Mr. Malkin’s qualifications to serve on our Board include his real estate investment experience, service on other corporate boards and his knowledge of public companies.

2023 PROXY STATEMENT

Proposal 1—Election of Directors



(Lead Independent Director) Director Since 2017 Age: 67 Committees: • Compensation (Chair) Other Public Co. Boards: • Interfor Corporation		Thomas V. Milroy
		Mr. Milroy has served as a director of APi Group Corporation since September 2017. Mr. Milroy has been retired since 2015, and worked for BMO Capital Markets (“BMOCM”), an investment banking firm, from 1993 to January 2015. From March 2008 to October 2014, Mr. Milroy served as Chief Executive Officer of BMOCM and acted as senior advisor to the Chief Executive Officer of BMO Financial Group from November 2014 until his retirement in January 2015. During his tenure as Chief Executive Officer at BMOCM, he was responsible for all of BMO’s business involving corporate, institutional and government clients globally. Mr. Milroy also serves as a director of Interfor Corporation, a large lumber producer, and Generation Capital Limited, a private investment company. Mr. Milroy is a member of the Law Society of Ontario. Previously, Mr. Milroy served as a director of Tim Hortons Inc. from August 2013 to December 2014 and Restaurant Brands International Inc. from December 2014 to June 2018. Qualifications: 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.



Director Since 2019 Age: 55 Committees: • Nominating and Corporate Governance (Chair) • Compensation Other Public Co. Boards: • Houlihan Lokey, Inc. • Arbor Rapha Capital Bioholdings Corp. I		Cyrus D. Walker
		Mr. Walker has served as a director of APi Group Corporation since October 2019. Since February 2022, Mr. Walker has been a principal at Discovery Land Company, a U.S.-based real estate developer and operator of private communities and resorts. Since January 2022, Mr. Walker has been an operating partner at Vistria Group, a private equity investment firm, and has served as a director for The Mather Group, an investment advisory firm and affiliate of Vistria Group. Mr. Walker has served as a director for Flores & Associates LLC since August 2022, also a Vistria Group affiliated company. From April 2018 to March 2022, Mr. Walker served as the founder and Chief Executive Officer of The Dibble Group, an insurance brokerage and consulting firm. From January 2000, Mr. Walker served in several roles at Nemco Group, LLC, an insurance brokerage and consulting firm, including serving as its Co-Chief Executive Officer until April 2012, when it was acquired by a subsidiary of NFP Corp., a multi-national insurance brokerage and consulting business. Mr. Walker also founded and served as Chief Executive Officer of OSI Benefits, an insurance brokerage consulting firm and division of Opportunity Systems, Inc., from 1995 to January 2000. Mr. Walker has served as a director of Houlihan Lokey, Inc. since November 2020 and as a director of Arbor Rapha Capital Bioholdings Corp. I, a blank check company, since March 2021. Mr. Walker also serves on the board of directors of privately held jewelry company, Kendra Scott, LLC, since May 2021. Qualifications: We believe Mr. Walker’s qualifications to serve on our Board include his executive experience and service on other corporate boards.

2023 PROXY STATEMENT

Proposal 1—Election of Directors



Director Since 2019 Age: 51 Committees: • Audit Other Public Co. Boards: • Opendoor		Carrie A. Wheeler
		Ms. Wheeler has served as a director of APi Group Corporation since October 2019. Ms. Wheeler has served as Chief Executive Officer of Opendoor, a technology firm for residential real estate, since December 2022. She previously served as Opendoor’s Chief Financial Officer since September 2020. From 1996 to 2017, Ms. Wheeler was with TPG Global, a global private equity firm, including as a Partner and Head of Consumer and Retail Investing. In addition, Ms. Wheeler has previously served on a number of other corporate boards, including Dollar Tree, Neiman Marcus Group, and Petco Animal Supplies. Qualifications: 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 current experience as a Chief Executive Officer and former 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.

RECOMMENDATION OF THE BOARD OF DIRECTORS

✔

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

2023 PROXY STATEMENT

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis provides information regarding our executive compensation philosophy, programs and decisions for 2022 for our named executive officers (the “NEOs”). For 2022, our NEOs were:


Name		Title

Russell A. Becker		CEO and President

Kevin S. Krumm		Executive Vice President and CFO

Louis B. Lambert		Senior Vice President, General Counsel and Secretary⁽¹⁾

Kristina M. Morton		Senior Vice President and Chief People Officer⁽²⁾

Glenn David Jackola		Former Vice President, Controller and Chief Accounting Officer⁽³⁾

Andrea M. Fike		Former Senior Vice President, General Counsel and Secretary⁽⁴⁾

(1)	Mr. Lambert joined the Company on July 25, 2022, and was appointed an executive officer on August 2, 2022.

(2)	Ms. Morton joined the Company on February 14, 2022, and was appointed an executive officer on March 1, 2022.

(3)	Mr. Jackola transitioned to the new role of CFO, Chubb effective January 1, 2023.

(4)	Ms. Fike transitioned out of the Senior Vice President, General Counsel and Secretary role effective August 2, 2022, and ended her employment with the Company as of March 31, 2023.

Compensation Strategy

LOGO

2023 PROXY STATEMENT

Compensation Discussion & Analysis

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.

LOGO

Overview of 2022 Performance

2022 was a year of record financial results for APi Group. We delivered strong organic growth, adjusted earnings per share and free cash flow growth in a challenging macro environment. We believe this once again demonstrates the stability of our recurring revenue, services focused business model and the ongoing execution of our strategy by our talented team members. Revenues increased by 66.4% compared to 2021 to $6.6 billion, driven by the acquisition of Chubb Fire and Security and strong organic revenue growth, including a double-digit increase in inspection, service and monitoring revenue in our legacy business. We achieved our stated goal of growing inspection revenue 10%+ as we drive towards our goal of 60%+ of total revenues coming from inspection, service and monitoring.




REVENUE $6.6B 66.4%	NET INCOME $73M	ADJUSTED EBITDA* $673M 65.4%

*	Refer to Appendix for reconciliation of non-GAAP measures to most directly comparable GAAP measures.

2023 PROXY STATEMENT

Compensation Discussion & Analysis

2022 Key Decisions


Topic	Description	More Information

Executive Compensation Risk Mitigation Policies	The Compensation Committee approved: • Stock Ownership Guidelines for executive officers and directors • Clawback policy for executive officers	Page 31

Executive Officer Compensation Decisions	• Base Salary: Increases in line with market data • Short-Term Incentives (“STI”): 2022 actual financial performance was above target (140.6%) • Long-Term Incentives (“LTI”): Performance Share Unit (PSU) award: 50% Cumulative Adjusted EBITDA $ and 50% Target Share Price	Pages 27-29

Say-on-Pay Voting Results

As part of its decision making on compensation, 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 reflected strong support for the linkage between pay and performance in our compensation programs. Over the past three years, the support of the percentage of votes cast on the Say-on-Pay proposal are as follows:

2022 Results

96.5%

2021 Results

97.5%

2020 Results

93%

The Compensation Committee believes these voting results demonstrate significant, continuing support for our executive compensation program, and the Compensation Committee did not make any substantial changes to the existing program for 2022 specifically in response to the 2021 Say-on-Pay voting results. 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, competitive market information and practices, and changing regulatory or other requirements.

2023 PROXY STATEMENT

Compensation Discussion & Analysis

Compensation Governance Practices

Our executive compensation governance practices are intended to support the needs of the business, drive performance, and ensure management alignment with the short- and long-term interests of our shareholders.


What We DO

✓		Pay for performance with a substantial majority of pay dependent on performance, not guaranteed

✓		Use multi-year vesting terms for annual executive officer equity awards

✓		Balance short- and long-term incentives

✓		Require executive officers to place compensation at risk of “clawback” actions by the Company in appropriate circumstances

✓		Engage an independent compensation consultant

✓		Benchmark compensation to peer and market data during compensation decision-making process

✓		Maintain stock ownership guidelines for officers


What We DON’T DO

x		Maintain single trigger severance provisions upon a change in control in employment agreements

x		Permit liberal share recycling

x		Stock option repricing or exchange without shareholder approval

x		Permit hedging or short sales of the Company’s stock

x		Provide excise tax gross-ups for change in control payments

x		Provide excessive severance to executive officers

x		Provide excessive perquisites

Executive Compensation Setting Process

Role of the Compensation Committee

Our Board has adopted a written Compensation Committee Charter that governs the responsibilities of the Compensation Committee. The Compensation Committee is responsible for, among other things:

•

the design, implementation and administration of short- and long-term compensation (including benefits and awards under our 2019 Equity Incentive Plan (the “Equity Incentive Plan”)) for directors, executive officers and other employees;

•

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, as further described below; the Company’s past-year performance and growth; the results of any “Say-on-Pay” (defined below) 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.

SEC Form DEF 14A filed by APi Group Corporation