APi Group Corp
For the period ended May 15, 2026. Filed Apr 3, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2026 · Filed Apr 3, 2026
Contents
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
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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 · SummaryCompensationTable Totalfor PEO (1) · CompensationActually Paidto 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: · NetIncome(millions) · AdjustedEBITDA(millions) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn · Peer Group Total ShareholderReturn (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. 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 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.
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| 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 | TotalEquityAwardAdjustments |
|---|---|---|---|---|---|---|---|---|
| 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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Required Disclosure of Most Important Measures
Adjusted EBITDA represents the most important metric we used to determine executive compensation
for 2025 as further described in our CD&A.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.