APi Group Corp

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 2023, 2022, and 2021 proxy statements (each of 2020, 2021,

2022, and 2023, a “Covered Year”). The PVP Table also provides information about the results for

certain financial performance measures during those same Covered Years. In reviewing 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

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we have chosen the same peer group reflected in our Annual Report on Form 10-K for the year

ended December 31, 2023, which group consists of: Cintas Corporation, Comfort Systems USA,

Inc., EMCOR Group Inc., Jacobs Engineering Group Inc., 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. 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 2023 executive pay to performance. For 2023, the Company has selected

adjusted EBITDA. Please refer to Appendix for reconciliation of non-GAAP measures to most directly

comparable GAAP measures.

(1)Russell Becker was 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 2023, Kevin

Krumm, Louis Lambert, and Kristina Morton; (ii) for 2022, Kevin Krumm, Louis Lambert, Kristina Morton, David Jackola,

and Andrea Fike; (iii) for 2021, Kevin Krumm, Andrea Fike, Paul Grunau, Thomas Lydon, and Andrew Cebulla; and (iv) for

2020, Thomas Lydon, Julius Chepey, Andrea Fike, Paul Grunau, and Mark Polovitz.

(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:

(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.

(b)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.

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(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:

(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.

(b)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.

(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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Required Disclosure of Most Important Measures

Adjusted EBITDA represents the most important metric we used to determine executive compensation

for 2023 as further described in our CD&A.

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