APi Group Corp

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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 2024, 2023, 2022, and 2021 proxy

statements (each of 2020, 2021, 2022, 2023, and 2024, 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 we have chosen the same peer group reflected in our Annual Report on

Form 10-K for the year ended December 31, 2024, 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. 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 2024 executive pay to performance. For 2024, the Company has

selected adjusted EBITDA. Please refer to Appendix A for reconciliation of non-GAAP measures

to most directly comparable GAAP measures.

(1)Mr. 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

2024, Mr. Krumm, Mr. Lambert, Mr. Jackola, and Ms. Morton, (ii) for 2023, Mr. Krumm, Mr. Lambert, and Ms.

Morton; (iii) for 2022, Mr. Krumm, Mr. Lambert, Ms. Morton, Mr. Jackola, and Ms. Fike; (iv) for 2021, Mr. Krumm,

Ms. Fike, Mr. Grunau, Mr. Lydon, and Mr. Cebulla; and (v) for 2020, Mr. Lydon, Mr. Chepey, Ms. Fike, Mr. Grunau,

and Mr. 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. 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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(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.

(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)Consists of prior-year equity awards held by the Company’s former CFO that were forfeited prior to fiscal

year end, with a fair value at the end of the prior fiscal year of $7,729,121. No prior-year awards held by

other NEOs failed to meet vesting conditions during the current fiscal 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

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the non-PEO NEOs’ average CAP.

Required Disclosure of Most Important Measures

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

compensation for 2024 as further described in our CD&A.

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