DEF 14A of APi Group Corp, Apr 4, 2025

DEF 14A of APi Group Corp

Filed Apr 4, 2025 · FY20240001628280-25-016749

Open on EDGAR

  1. Board of Directors

    Board of Directors

  2. Board of Directors

    | Name | Director Since | Independent | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | | Sir Martin E. Franklin, Board Co-Chair | 2017 | No | | | | | James E. Lillie, Board Co-Chair | 2017 | Yes | | | | | Ian G.H. Ashken | 2019 | Yes | ✓* | | ✓ | | Russell A. Becker | 2019 | No | | | | | 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 | ✓ | | |

  3. Board of Directors

    ✓ Member* Chair

  4. Board of Directors

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  5. Director Compensation

    Director Compensation Our non-employee director compensation policy provides for the following compensation for our non-employee directors: •Annual Cash Retainer. Each non-employee director is entitled to an annual cash fee of $85,000, payable quarterly. •Committee Fees. Members of any of our Committees are entitled to an annual $10,000 member fee. The chairs of our Nominating and Corporate Governance and Compensation Committees is entitled to an annual $20,000 chair fee and the chair of our Audit Committee is entitled to an annual $25,000 chair fee. •Annual Equity Award. Each non-employee director will be granted annually a number of restricted stock units with a value of $145,000 at the date of issue. The restricted stock units will vest and settle into shares of common stock on the one-year anniversary of the date of issuance. •Compensation Election. Each non-employee director has the option to elect receiving their annual cash retainer and committee fees within their annual equity award instead of receiving cash.

  6. Director Compensation

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  7. Corporate Governance

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Sir Martin E. Franklin | — | — | — | | James E. Lillie | $85,000 | $145,009 | $230,009 | | Ian G.H. Ashken | $120,000 | $145,009 | $265,009 | | Paula D. Loop | $105,000 | $145,009 | $250,009 | | Anthony E. Malkin | — | $240,006 | $240,006 | | Thomas V. Milroy | $105,000 | $145,009 | $250,009 | | Cyrus D. Walker | $115,000 | $145,009 | $260,009 | | Carrie A. Wheeler | — | $240,006 | $240,006 |

  8. Proposal 1—Election of Directors

    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 2026 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 the event of a contested election, 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 their 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 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.

  9. Proposal 1—Election of Directors

    | Director Since 2017 Co-Chair Since 2019 Age: 60 Current Public Co. Boards: •Nomad Foods Limited •Element Solutions Inc •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 Chair, 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, Acuren Corporation (formerly Admiral Acquisition Limited), 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 |

  10. Proposal 1—Election of Directors

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  11. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  12. Proposal 1—Election of Directors

    | Director Since 2017 Co-Chair Since 2019 Age: 63 Other Public Co. Boards: •Nomad Foods Limited •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: 64 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, Jarden Corporation, 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 |

  13. Proposal 1—Election of Directors

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  14. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  15. Proposal 1—Election of Directors

    | (Chief Executive Officer) Director Since 2019 Age: 59 Other Public Co. Boards: •None | Russell A. Becker 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 •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: 63 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 |

  16. Proposal 1—Election of Directors

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  17. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  18. Proposal 1—Election of Directors

    | Director Since 2019 Age: 62 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) | | (Lead Independent Director) Director Since 2017 Age: 69 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) |

  19. Proposal 1—Election of Directors

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  20. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  21. Proposal 1—Election of Directors

    | Director Since 2019 Age: 57 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) ▪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) | | Director Since 2019 Age: 53 Committees: •Audit Other Public Co. Boards: •Opendoor Technologies Inc. •TKO Group Holdings, Inc. Former Public Co. Boards Within Past Five Years: •Dollar Tree, Inc. | Carrie A. Wheeler CEO and Director, 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 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. Key Roles ▪CEO, Opendoor Technologies Inc., a technology firm for residential real estate (2022-present); 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. |

  22. Compensation Governance Practices

    | 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 |

  23. Compensation Governance Practices

    | What We DON’T DO | | Maintain single trigger severance provisions upon a change in control in employment agreementsX | | Permit liberal share recyclingX | | Stock option repricing or exchange without shareholder approvalX | | Permit hedging or short sales of the Company’s stockX | | Provide excise tax gross-ups for change in control paymentsX | | Provide excessive severance to executive officersX | | Provide excessive perquisitesX |

  24. Roles and Responsibilities

    | Role | Responsibilities | Description | | | | | Compensation Committee | Oversees Programs and Decisions | 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: •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 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%. | | | | | | | | 2024 | 2023 | 2022 | | | | Say on Pay Results | 98.5% | 95.5% | 96.5% | | | | 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 2024, 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 management 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. | | | |

  25. Compensation Peer Group

    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, and •form and mix of equity awards granted 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 2024 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 2024 peer group, the Compensation Committee considered factors such as revenue, market capitalization, global scope of operations, and industry alignment. The approach taken by the Compensation Committee in selecting the peer group excluded larger companies from the market data review but included them as “reference peers” for the purpose of providing qualitative data about program design for the Compensation Committee’s reference. For 2024, one peer was removed given lack of operations and industry alignment.

  26. Compensation Peer Group

    | 2024 Peer Group | | | | ADT Inc. | Ecolab Inc. | AtkinsRealis Group Inc. | | ABM Industries Incorporated | EMCOR Group, Inc. | The Brink's Company | | Aramark | Jacobs Engineering Group Inc. | Waste Connections, Inc. | | Cintas Corporation | Otis Worldwide Corporation | Xylem Inc. | | Clean Harbors, Inc. | Republic Services, Inc. | | | Comfort Systems USA, Inc. | Resideo Technologies, Inc. | | | Reference Peer | | | | Johnson Controls International plc | | |

  27. Compensation Peer Group

    | Peer Group Changes Made for 2024 | | Removed from peer group: | | ASGN Incorporated |

  28. Compensation Peer Group

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  29. Components of the Executive Compensation Program

    | Component of Pay | 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 100% 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 |

  30. Short-Term Incentive Compensation

    Short-Term Incentive Compensation In 2024, 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 2024, 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, 2024 Performance and Payout. For 2024, 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.

  31. Short-Term Incentive Compensation

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  32. Compensation Discussion & Analysis

    | | 2024 Financial Targets | | | | 2024 Actual Results | | Metric | < Threshold | Threshold | Target | Maximum | | | Adjusted EBITDA ($ in millions) | <$844.8 | $844.8 | $889.3 | $933.8 | $872.4 | | Payout % | 0% | 40% | 100% | 200% | 77.1% |

  33. Compensation Discussion & Analysis

    The Company’s adjusted EBITDA for 2024 was $893.1 million. Adjusted EBITDA for the purposes of incentive calculations was then reduced to $872.4 million, resulting in an 77.1% payout on the annual cash incentives plan. The reduction of $20.7 million reflected adjustments based on policies previously adopted by the Compensation Committee for the impact of foreign exchange and acquisitions and divestitures on short-term incentive payouts as described in Appendix A. Glenn David Jackola, who serves as the Company's Interim Chief Financial Officer effective December 13, 2024, participated in two plans for 2024. His incentive payout was prorated based on the time spent in each role. The details relating to his incentive calculation have been included in a footnote to the chart below. The payouts for the NEOs were:

  34. Compensation Discussion & Analysis

    | Named Executive Officer | 2024 Earnings | Target STI as a % of Base Salary | Financial Performance Payout Factor | Payout | | Russell A. Becker | $1,425,000 | 125% | 77.1% | $1,373,344 | | Glenn David Jackola (1) | $401,250 | (1) | (1) | $442,756 | | Kevin S. Krumm (2) | Not eligible | | | | | Louis B. Lambert | $550,000 | 75% | 77.1% | $318,038 | | Kristina M. Morton (3) | $520,000 | 75% | 77.1% | $300,690 |

  35. Compensation Discussion & Analysis

    (1)Mr. Jackola's 2024 earnings for purposes of incentive calculations was $401,250, $386,250 from his base salary and $15,000 from his cash stipend in his role as Interim Chief Financial Officer. Mr. Jackola's 2024 short-term incentive payout was made up of three components, (1) $277,173 for his time as APi International, Chief Financial Officer, (2) $15,583 for his time as Interim, Chief Financial Officer based on an incentive score of 77.1% and (3) $150,000 approved by the Compensation Committee associated with his 2024 individual performance. Equating to a total short-term incentive payout of $442,756. (2)Mr. Krumm's last day of employment with the Company was December 13, 2024, and therefore he is not eligible for a 2024 annual incentive payout. (3)Ms. Morton's salary increased from $510,000 to $530,000 effective July 1, 2024. Therefore, her 2024 earnings for purposes of incentive calculation were $520,000.

  36. Long-Term Incentive (LTI) Compensation

    Long-Term Incentive (LTI) Compensation

  37. 2024 LTI Grants

    2024 LTI Grants The 2024 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

  38. 2024 LTI Grants

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  39. Compensation Discussion & Analysis

    Compensation Discussion & Analysis to encourage retention and ensure that the Company’s compensation programs do not encourage excessive risk-taking. For 2024, 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 2024 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, 2026. In 2024, the Compensation Committee granted the following LTI Awards to the NEOs:

  40. Compensation Discussion & Analysis

    | Named Executive Officer | Target LTI as a % of Base Salary | Total Grant Date Fair Value ($) | PSUs | RSUs | | Russell A. Becker | 420% | $5,985,054 | $3,591,025 | $2,394,029 | | Glenn David Jackola | n/a | $250,065 | $150,032 | $100,033 | | Kevin S. Krumm | 250% | $2,080,043 | $1,248,033 | $832,010 | | Louis B. Lambert | 175% | $962,536 | $577,507 | $385,029 | | Kristina M. Morton | 155% | $790,530 | $474,325 | $316,205 |

  41. Compensation Discussion & Analysis

    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.

  42. Off-Cycle Equity Award for Mr. Jackola

    Off-Cycle Equity Award for Mr. Jackola In connection with Mr. Jackola's appointment to Interim Chief Financial Officer, the Compensation Committee approved a special one-time RSU award with a fair market value of $500,018 on December 1, 2024. This award will vest in three equal annual installments, beginning in December 2025.

  43. 2022-2024 PSU Payout

    2022-2024 PSU Payout In March 2022, Mr. Becker and Mr. Jackola were granted Adjusted EBITDA PSUs (50% of total PSU grant value) and Target Share Price PSUs (50% of total PSU grant value). Mr. Becker and Mr. Jackola received the vested shares for both awards in February and March 2025. Mr. Lambert and Ms. Morton did not receive a 2022-2024 PSU award. Adjusted EBITDA Dollar Award These PSUs had a performance period of January 1, 2022 - December 31, 2024 and have a payout range of 0 - 200% for Mr. Becker and 0 - 175% for Mr. Jackola based 100% on 3-year Cumulative Adjusted EBITDA dollars for the three-year performance period.

  44. 2022-2024 PSU Payout

    | | 2022 - 2024 Financial Targets | | | | 2022 - 2024 Actual Results | | Metric | < Threshold | Threshold | Target | Maximum | | | 3-year Cumulative Adjusted EBITDA ($ in millions) | <$2,112 | $2,112 | $2,224 | $2,379 | $2,417 | | Becker Payout % | 0% | 25% | 100% | 200% | 200% | | Jackola Payout % | 0% | 25% | 100% | 175% | 175% |

  45. 2022-2024 PSU Payout

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  46. Compensation Discussion & Analysis

    Compensation Discussion & Analysis The original PSU targets were increased to reflect the impact of acquisition and divestiture activity during the performance period. The Company’s cumulative adjusted EBITDA dollar for the three year performance period was $2,417 million, resulting in an 175% payout for Mr. Jackola and a 200% payout for Mr. Becker. These results reflect adjustments based on policies previously adopted by the Compensation Committee for the impact of foreign exchange described in Appendix A. Target Share Price Award These PSUs vest at target and only in the event that the performance target was achieved. The share price performance criteria was a $30+ per share price for 20 consecutive trading days. This represented a 44% increase from the grant date share price. On December 27, 2023, that performance criteria was met and 100% of the granted shares vested on March 9, 2025.

  47. Change in Control

    Change in Control The Employment Agreement with Mr. Becker provides that if he is terminated either without “cause” (as defined in his Employment Agreement) or terminates his employment for “good reason” (as defined in his Employment Agreement) during the two-year period immediately following a “change in control” (as defined in the Equity Incentive Plan), he will be entitled to certain payments and benefits. The Executive Severance Policy, effective January 1, 2023 and applicable to Ms. Morton and Mr. Lambert, provides that if an Eligible Executive (as defined in the policy) is terminated without “cause” (as defined in the policy) or terminates their employment for “good reason” (as defined in the Equity Incentive Plan) during the one-year period following a “change in control” (as defined in the Equity Incentive Plan), they will be entitled to certain severance payments and benefits. See the “Potential Payments Upon Termination or Change in Control” section below. We believe such change in control provisions serve the best interests of the Company and our shareholders by allowing our executives to exercise sound business judgement 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. As Interim CFO, Mr. Jackola is not an "Eligible Executive" under the Executive Severance Policy.

  48. Executive Severance

    Executive Severance Under his Employment Agreement, if Mr. Becker is involuntarily terminated without “cause” or terminates his employment for “good reason” during a period outside the two-year period immediately following a change in control, he will be entitled to: (i) all previously earned and accrued but unpaid amounts of his base salary up to his termination date; and (ii) subject to certain conditions, severance pay as described under the “Potential Payments Upon Termination or Change in Control” section below. Under the Executive Severance Policy, effective January 1, 2023, Mr. Lambert and Ms. Morton are entitled to severance pay as described under the “Potential Payments Upon Termination or Change in Control” section below.

  49. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for the fiscal years presented.

  50. Summary Compensation Table

    | 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 | 2024 | $1,425,000 | $— | $5,985,054 | $1,373,344 | $55,210 | $8,838,608 | | President and Chief Executive Officer | 2023 | $1,425,000 | $— | $5,700,030 | $3,012,094 | $60,506 | $10,197,630 | | | 2022 | $1,350,000 | $— | $5,400,052 | $1,898,100 | $53,705 | $8,701,857 | | Glenn David Jackola(5) | 2024 | $386,250 | $15,000 | $750,083 | $442,756 | $231,142 | $1,825,231 | | Interim Chief Financial Officer | 2023 | $375,000 | $— | $250,009 | $259,930 | $246,286 | $1,131,225 | | | 2022 | $347,500 | $120,000 | $175,045 | $244,292 | $10,151 | $896,988 | | Kevin S. Krumm | 2024 | $797,333 | $— | $2,080,043 | $— | $43,486 | $2,920,862 | | Former Executive Vice President and Chief Financial Officer | 2023 | $792,315 | $— | $1,980,020 | $1,339,272 | $39,732 | $4,151,339 | | | 2022 | $750,000 | $— | $1,875,022 | $1,054,500 | $27,398 | $3,706,920 | | Louis B. Lambert | 2024 | $550,000 | $— | $962,536 | $318,038 | $43,688 | $1,874,262 | | Senior Vice President,General Counsel and Secretary | 2023 | $500,000 | $— | $875,018 | $634,125 | $22,127 | $2,031,270 | | | 2022 | $218,750 | $120,000 | $600,013 | $230,672 | $5,431 | $1,174,866 | | Kristina M. Morton | 2024 | $520,000 | $— | $790,530 | $300,690 | $43,995 | $1,655,215 | | Senior Vice President, Chief People Officer | 2023 | $475,000 | $— | $712,530 | $602,419 | $32,061 | $1,822,010 | | | 2022 | $397,211 | $107,000 | $1,600,017 | $418,859 | $16,896 | $2,539,983 |

  51. Summary Compensation Table

    (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. For a discussion of valuation assumptions used in calculating the amounts for 2024, see Note 20 to our historical consolidated financial statements for the year ended December 31, 2024 included in our Annual Report on Form 10-K for the year ended December 31, 2024. (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 2024, the value of these PSUs at the grant date assuming the highest level of performance achieved, earned at 200% of target would be $7,182,051 for Mr. Becker; $300,063 for Mr. Jackola; $2,496,066 for Mr. Krumm; $1,155,015 for Mr. Lambert; and $948,650 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 2024 equity awards is set forth below in the Grants of Plan-Based Awards During 2024 table. (3)The amounts reported reflect compensation earned for 2024 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 2024 for each of our NEOs is provided in the "All Other Compensation Table" below. (5)Mr. Jackola became a NEO in 2024.

  52. Summary Compensation Table

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  53. Grants of Plan-Based Awards During 2024

    Grants of Plan-Based Awards During 2024 The following table provides information about cash (non-equity) and equity incentive compensation awarded to our NEOs in 2024. 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.

  54. Grants of Plan-Based Awards During 2024

    | 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 | 2/26/2024 | 25,084 | 100,336 | 200,672 | | $3,591,025 | | | | | | 2/26/2024 | | | | 66,891 | $2,394,029 | | G. David Jackola | $104,325 | $260,813 | $521,625 | 2/26/2024 | 1,048 | 4,192 | 8,384 | | $150,032 | | | | | | 2/26/2024 | | | | 2,795 | $100,033 | | | | | | 12/1/2024 | | | | 13,235 | $500,018 | | Kevin S. Krumm | — | — | — | 2/26/2024 | 8,718 | 34,871 | 69,742 | | $1,248,033 | | | | | | 2/26/2024 | | | | 23,247 | $832,010 | | Louis B. Lambert | $165,000 | $412,500 | $825,000 | 2/26/2024 | 4,034 | 16,136 | 32,272 | | $577,507 | | | | | | 2/26/2024 | | | | 10,758 | $385,029 | | Kristina M. Morton | $156,000 | $390,000 | $780,000 | 2/26/2024 | 3,313 | 13,253 | 26,506 | | $474,325 | | | | | | 2/26/2024 | | | | 8,835 | $316,205 |

  55. Grants of Plan-Based Awards During 2024

    (1)The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2024 performance. The 2024 annual cash incentive payments were made in March 2025. 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 2024 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 28 of the CD&A for additional information. (3)This amount represents the number of RSUs granted in 2024 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.

  56. Grants of Plan-Based Awards During 2024

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  57. Outstanding Equity Awards at 2024 Year End

    Outstanding Equity Awards at 2024 Year End The following table provides information concerning unvested RSUs and PSUs held by each of our NEOs as of December 31, 2024. Mr. Krumm forfeited all of his outstanding equity prior to December 31, 2024; therefore, he is not included in the table below.

  58. Outstanding Equity Awards at 2024 Year End

    | 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 | 2/26/2024 | 66,891 | $2,406,069 | | | | | 2/26/2024(3) | | | 25,084 | $902,271 | | | 2/27/2023 | 64,902 | $2,334,525 | | | | | 2/27/2023(4) | | | 36,508 | $1,313,175 | | | 3/9/2022 | 17,333 | $623,468 | | | | | 3/9/2022(5) | | | 143,618 | $5,165,939 | | | 3/9/2022(6) | | | 207,994 | $7,481,544 | | G. David Jackola | 12/1/2024 | 13,235 | $476,063 | | | | | 2/26/2024 | 2,795 | $100,536 | | | | | 2/26/2024(3) | | | 1,048 | $37,697 | | | 2/27/2023 | 2,846 | $102,371 | | | | | 2/27/2023(4) | | | 1,601 | $57,597 | | | 3/9/2022 | 562 | $20,215 | | | | | 3/9/2022(5) | | | 4,655 | $167,440 | | | 3/9/2022(6) | | | 5,900 | $212,223 | | Louis B. Lambert | 2/26/2024 | 10,758 | $386,965 | | | | | 2/26/2024(3) | | | 4,034 | $145,103 | | | 2/27/2023 | 9,963 | $358,369 | | | | | 2/27/2023(4) | | | 5,604 | $201,585 | | | 8/2/2022 | 11,179 | $402,109 | | | | Kristina M. Morton | 2/26/2024 | 8,835 | $317,795 | | | | | 2/26/2024(3) | | | 3,313 | $119,178 | | | 2/27/2023 | 8,113 | $291,825 | | | | | 2/27/2023(4) | | | 4,564 | $164,149 | | | 3/9/2022 | 25,678 | $923,638 | | |

  59. Outstanding Equity Awards at 2024 Year End

    (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, 2024, or $35.97 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, 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. (4)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 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 vest at the later of the third anniversary of the grant date and the date the performance target is achieved on or prior to the fifth anniversary of the grant date. (6)These PSUs are subject to a three-year performance period beginning January 1, 2022 and ending December 31, 2024, and may be earned and vested at the end of the three-year performance period. The amount shown represents the number of units assuming maximum level performance, as that is the level of performance actually achieved under these PSUs.

  60. Outstanding Equity Awards at 2024 Year End

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  61. Stock Vested During 2024

    Stock Vested During 2024 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, 2024 for each of the NEOs.

  62. Stock Vested During 2024

    | Name | Stock Awards(1) | | | | # of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Russell A. Becker | 276,661 | $9,938,668 | | G. David Jackola | 1,986 | $72,744 | | Kevin S. Krumm | 37,439 | $1,353,214 | | Louis B. Lambert | 16,162 | $561,766 | | Kristina M. Morton | 29,735 | $1,144,561 |

  63. Stock Vested During 2024

    (1)These columns reflect RSUs previously awarded to the NEOs that vested during 2024 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.

  64. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Our Employment Agreement with Mr. Becker as in effect in 2025 provides for severance payments under certain circumstances. Under his Employment Agreement, the Company may terminate Mr. Becker’s employment at any time with or without “cause” (as defined in his Employment Agreement), and Mr. Becker may terminate employment at any time for “good reason” (as defined in his Employment Agreement). If the Company terminates the employment of Mr. Becker without cause or if he terminates employment for good reason, he would be entitled to receive (i) his base salary for two years from the date of termination, (ii) an amount equal to two times his target annual bonus, paid in two annual installments, (iii) any earned and accrued but unpaid base salary up to the date of termination, (iv) his prorated annual bonus for the year in which the termination occurs, (v) any unpaid annual bonus with respect to any completed fiscal year and (vi) his vested employee benefits. Mr. Becker would not be entitled to any unearned salary, bonus or other benefits if the Company were to terminates him for cause or if he were to terminate employment voluntarily without good reason. Also pursuant to Mr. Becker's Employment Agreement, if employment should terminate as a result of death or disability, Mr. Becker, or his estate, would be entitled to receive (i) all previously earned and accrued but unpaid base salary up to the date of termination and (ii) his prorated annual bonus for the year in which termination occurs. The Company’s obligation under Mr. Becker's Employment Agreement terminates on the last day of the month in which his death occurs or on the date of termination of employment on account of his disability. With respect to Mr. Lambert and Ms. Morton, as provided under the Executive Severance Policy (i) if, during the one-year period immediately following a “change in control,” the Company terminates the executive without “cause” (as defined in the policy) or if the executive terminates employment for “good reason” (as defined in the Equity Incentive Plan), the executive would be entitled to receive, subject to satisfaction of certain conditions, (a) an amount equal to 1.5x base salary, (b) an annual bonus amount based on target performance, (c) continued insurance coverage for twelve months following the date of termination, and (d) accelerated vesting of his or her unvested RSUs and PSUs at the greater of actual or target performance; and (ii) if the Company should terminate the executive without cause at any other time, the executive would be entitled to receive, subject to satisfaction of certain conditions, (a) an amount equal to 1.0x or 1.5x base salary, determined by length of employment, (b) an annual bonus amount based on target performance, and (c) continued

  65. Potential Payments Upon Termination or Change in Control

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  66. CEO Pay Ratio

    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. For fiscal 2024: •The total compensation of our median employee, calculated in accordance with the rules applicable to the Summary Compensation Table, was $75,771; •The total compensation of our CEO, as reported in the Summary Compensation Table, was $8,838,608; and •The ratio of our CEO's total compensation to the median employee's total compensation

  67. CEO Pay Ratio

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  68. Pay Versus Performance

    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.

  69. Pay Versus Performance

    | 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 (Loss) (millions) | Adjusted EBITDA (millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (4) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $8,838,608 | $9,886,862 | $2,068,892 | $421,354 | $341 | $289 | $250 | $893 | | 2023 | $10,197,630 | $21,082,748 | $2,668,206 | $4,283,108 | $328 | $213 | $153 | $782 | | 2022 | $8,701,857 | $4,391,722 | $1,928,794 | $1,723,965 | $178 | $175 | $73 | $673 | | 2021 | $8,027,508 | $11,514,717 | $1,611,370 | $1,288,101 | $244 | $189 | $47 | $407 | | 2020 | $1,742,994 | $4,880,625 | $858,874 | $1,069,057 | $172 | $128 | ($153) | $381 |

  70. Pay Versus Performance

    (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.

  71. Pay Versus Performance

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