DEF 14A of APi Group Corp, Apr 3, 2026

DEF 14A of APi Group Corp

Filed Apr 3, 2026 · FY20250001628280-26-023528

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

    | 2 | |

  5. Director Compensation

    Director Compensation We pay our non-employee directors as follows, with the cash amounts paid quarterly: •Cash Retainer. $85,000 annually. •Committee Fees. $10,000 member fee annually per committee. •Committee Chair Fees. The chairs of our Nominating and Corporate Governance and Compensation Committees each receive a $20,000 chair fee annually and the chair of our Audit Committee receives a $25,000 chair fee annually. Chair fees are in lieu of standard Committee Fees. •Annual Equity Award. Each non-employee director is granted annually a number of restricted stock units with a value of $145,000 at the date of issue. The restricted stock units vest and settle into shares of common stock on the one-year anniversary of issuance. •Compensation Election. Each non-employee director has the option to elect receiving their annual cash retainer and committee/chair fees within their annual equity award instead of receiving cash. 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. The following table sets forth the non-employee director compensation for the year ended December 31, 2025.

  6. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Sir Martin E. Franklin | — | — | — | | James E. Lillie | $85,000 | $145,044 | $230,044 | | Ian G.H. Ashken | $120,000 | $145,044 | $265,044 | | Paula D. Loop | $105,000 | $145,044 | $250,044 | | Anthony E. Malkin | — | $240,011 | $240,011 | | Thomas V. Milroy | $105,000 | $145,044 | $250,044 | | Cyrus D. Walker | $115,000 | $145,044 | $260,044 | | Carrie A. Wheeler | — | $240,011 | $240,011 |

  7. Director Compensation

    (1)Represents the aggregate grant date fair values of restricted stock units granted during 2025, computed in accordance with FASB ASC Topic 718. (2)The following table sets forth the aggregate number of restricted shares of our common stock at December 31, 2025 for each of our non-employee directors who receive an annual equity award as part of their director compensation:

  8. Director Compensation

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  9. 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 2027 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 a contested election, directors are elected by a plurality of the votes cast. We believe that each of our directors has the experience, skills, and qualities to fully perform their duties as a director and contribute to the execution of our long-term strategy and to oversee the most important risks to that strategy. 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.

  10. Proposal 1—Election of Directors

    | Director Since 2017 Co-Chair Since 2019 Age: 61 Current Public Co. Boards: •Nomad Foods Limited •Element Solutions Inc •TIC Solutions, Inc. (formerly 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 Chair1, 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, TIC Solutions, Inc. (formerly Acuren Corporation), 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 1 On March 23, 2026, Sir Martin announced that he will step down as Executive Chairman and as a director of the Board of Element Solutions Inc., effective at its 2026 Annual Meeting. |

  11. Proposal 1—Election of Directors

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  12. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  13. Proposal 1—Election of Directors

    | Director Since 2017 Co-Chair Since 2019 Age: 64 Other Public Co. Boards: •Nomad Foods Limited •TIC Solutions, Inc. (formerly 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: 65 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 |

  14. Proposal 1—Election of Directors

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  15. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  16. Proposal 1—Election of Directors

    | Director Since 2019 Age: 60 Other Public Co. Boards: •None | Russell A. Becker President and 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 •President and 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: 64 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 | | Director Since 2019 Age: 63 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) |

  17. Proposal 1—Election of Directors

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  18. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  19. Proposal 1—Election of Directors

    | (Lead Independent Director) Director Since 2017 Age: 70 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) | | Director Since 2019 Age: 58 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) ▪Director, OneTeam Partners, a sports media and licensing company (2022-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) |

  20. Proposal 1—Election of Directors

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  21. Proposal 1—Election of Directors

    Proposal 1—Election of Directors

  22. Proposal 1—Election of Directors

    | Director Since 2019 Age: 54 Committees: •Audit Other Public Co. Boards: •TKO Group Holdings, Inc. Former Public Co. Boards Within Past Five Years: •Dollar Tree, Inc. •Opendoor Technologies Inc. | Carrie A. Wheeler Former CEO, 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 experience as a Chief Executive Officer and 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 ▪Former CEO, Opendoor Technologies Inc., a technology firm for residential real estate (2022-2025); 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. |

  23. Compensation Governance Practices

    | Highlights | | | ✓ | 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 of short- and long-term incentives | | ✓ | All incentive compensation subject to “clawback” by the Company | | ✓ | Engagement of an independent compensation consultant | | ✓ | Benchmark of compensation to peer and market data during compensation decision-making process | | ✓ | Stock ownership guidelines for directors and executive officers |

  24. Roles and Responsibilities

    | Role | Responsibilities | Description | | | | | Compensation Committee | Oversees Programs and Decisions | 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; 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%. | | | | | | | | 2025 | 2024 | 2023 | | | | Say on Pay Results | 97.2% | 98.5% | 95.5% | | | | 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 2025, 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 leadership team 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; •form and mix of equity awards granted to our NEOs; and •the nature and amount of perquisites offered 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 2025 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 peer group, the Compensation Committee considered factors such as revenue, market capitalization, global scope of operations, and industry alignment. For 2025, based on comparability of businesses and industries, AtkinsRealis Group Inc. was removed and FirstService was added.

  26. Compensation Peer Group

    | 2025 Peer Group | | | | ABM Industries Incorporated | Ecolab Inc. | Resideo Technologies, Inc. | | ADT Inc. | EMCOR Group, Inc. | The Brink's Company | | Aramark | FirstService Corporation | Waste Connections, Inc. | | Cintas Corporation | Jacobs Solutions Inc. | Xylem Inc. | | Clean Harbors, Inc. | Otis Worldwide Corporation | | | Comfort Systems USA, Inc. | Republic Services, Inc. | |

  27. Compensation Peer Group

    | Peer Group Changes Made for 2025 | | Added to peer group: | | FirstService Corporation | | Removed from peer group: | | AtkinsRéalis Group Inc. |

  28. Compensation Peer Group

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  29. Components of the Executive Compensation Program

    | Purpose | 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 are exclusively 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 2025, 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 2025, 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, 2025 Performance and Payout. For 2025, 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

    | | 2025 Financial Targets | | | | 2025 Actual Results | | Metric | < Threshold | Threshold | Target | Maximum | | | Adjusted EBITDA ($ in millions) | <$932.9 | $932.9 | $992.4 | $1,052.0 | $1,017.4 | | Payout % | 0% | 40% | 100% | 200% | 141.9% |

  32. Short-Term Incentive Compensation

    The Company’s adjusted EBITDA for 2025 was $1,040.7 million. Adjusted EBITDA for the purposes of incentive calculations was then reduced to $1,017.4 million, resulting in an 141.9% payout on the annual cash incentives plan. The reduction of $23.3 million reflected adjustments based the impact of foreign exchange as described in Appendix A. The payouts for the NEOs were:

  33. Short-Term Incentive Compensation

    | Named Executive Officer | 2025 STI Earnings | Target STI as a % of Base Salary | Financial Performance Payout Factor | Payout | | Russell A. Becker | $1,425,000 | 125% | 141.9% | $2,527,594 | | Glenn David Jackola | $725,000 | 100% | 141.9% | $1,028,775 | | Louis B. Lambert | $575,000 | 75% | 141.9% | $611,944 | | Kristina M. Morton | $560,000 | 75% | 141.9% | $595,980 |

  34. Short-Term Incentive Compensation

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  35. Long-Term Incentive (LTI) Compensation

    Long-Term Incentive (LTI) Compensation

  36. 2025 LTI Grants

    2025 LTI Grants The 2025 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 to encourage retention and ensure that the Company’s compensation programs do not encourage excessive risk-taking. For 2025, 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 2025 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, 2027. In 2025, the Compensation Committee granted the following LTI Awards to the NEOs:

  37. 2025 LTI Grants

    | Named Executive Officer | Target LTI as a % of Base Salary | Total Grant Date Fair Value ($) | PSUs | RSUs | | Russell A. Becker | 450% | $6,412,521 | $3,847,520 | $2,565,001 | | Glenn David Jackola | 250% | $1,812,581 | $1,087,548 | $725,033 | | Louis B. Lambert | 185% | $1,063,767 | $638,260 | $425,507 | | Kristina M. Morton | 165% | $924,062 | $554,429 | $369,633 |

  38. 2025 LTI Grants

    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.

  39. 2023-2025 PSU Payout

    2023-2025 PSU Payout In February 2023, our NEOs were granted the 2023-2025 PSUs. Our NEOs received the vested shares for the award in March 2026. These PSUs had a performance period of January 1, 2023 - December 31, 2025 and has a payout range of 0 - 200%.

  40. 2023-2025 PSU Payout

    | | 2023 - 2025 Financial Targets | | | | 2023 - 2025 Actual Results | | Metric | < Threshold | Threshold | Target | Maximum | | | 3-year Cumulative Adjusted EBITDA ($ in millions) | <$2,470 | $2,470 | $2,600 | $2,730 | $2,712 | | Payout % | 0% | 25% | 100% | 200% | 185.9% |

  41. 2023-2025 PSU Payout

    The Company’s cumulative adjusted EBITDA dollars for the three year performance period was $2,712 million, resulting in an 185.9% payout. These results reflect adjustments based on policies previously adopted by the Compensation Committee for the impact of foreign exchange described in Appendix A.

  42. 2023-2025 PSU Payout

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  43. Executive Severance and Change in Control

    Executive Severance and Change in Control Mr. Becker’s Employment Agreement contains details relating to his severance benefits. All other Executive Officers are eligible for the Executive Officer Severance Policy. We believe such severance benefits and change-in-control provisions serve the best interests of the Company and our shareholders by allowing our executives to exercise sound business judgment 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. The Executive Severance Policy and Mr. Becker’s Employment Agreement provide for the payment of severance and other benefits upon a qualifying termination for our NEOs as outlined below. Further detail with respect to equity vesting on a change in control can be found in the “Potential Payments Upon Termination or Change in Control” table.

  44. Executive Severance and Change in Control

    | | CEO and CFO | SVPs | | Qualifying Termination | Termination of employment (a) without Cause, or (b) by the executive for "Good Reason" | Termination of employment (a) without Cause, or (b) for "Good Reason" within twelve months of a Change in Control | | Severance Amount | 2 x (Base Salary + Target Annual Bonus) | 1.5 x Base Salary (1) | | Annual Incentive | Target incentive prorated based on the number of days worked in the plan year. | | | Benefit Continuation | 18 months | 12 months |

  45. Executive Severance and Change in Control

    (1)1 x Base Salary if qualifying termination occurs within two years of service.

  46. Policies and Practices Relating to the Timing of Equity Awards

    Policies and Practices Relating to the Timing of Equity Awards We generally grant annual equity-based awards during the first quarter of our fiscal year, although such timing may change from year to year. At the discretion of the Compensation Committee, the Committee may also consider and approve interim or mid-year grants (or grants made on another basis) from time to time based on business needs, changing compensation practices, or other factors. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  47. Policies and Practices Relating to the Timing of Equity Awards

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  48. Summary Compensation Table

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

  49. 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 | 2025 | $1,425,000 | $0 | $6,412,521 | $2,527,594 | $85,402 | $10,450,517 | | President and Chief Executive Officer | 2024 | $1,425,000 | $0 | $5,985,054 | $1,373,344 | $55,210 | $8,838,608 | | | 2023 | $1,425,000 | $0 | $5,700,030 | $3,012,094 | $60,506 | $10,197,630 | | Glenn David Jackola(5) | 2025 | $686,852 | $75,000 | $1,812,582 | $1,028,775 | $32,023 | $3,635,232 | | Executive Vice President and Chief Financial Officer | 2024 | $386,250 | $15,000 | $750,083 | $442,756 | $231,142 | $1,825,231 | | | 2023 | $375,000 | $0 | $250,009 | $259,930 | $246,286 | $1,131,225 | | Louis B. Lambert | 2025 | $575,000 | $0 | $1,063,767 | $611,944 | $52,160 | $2,302,871 | | Senior Vice President, General Counsel and Secretary | 2024 | $550,000 | $0 | $962,536 | $318,038 | $43,688 | $1,874,262 | | | 2023 | $500,000 | $0 | $875,018 | $634,125 | $22,127 | $2,031,270 | | Kristina M. Morton | 2025 | $560,000 | $0 | $924,062 | $595,980 | $50,068 | $2,130,110 | | Senior Vice President and Chief People Officer | 2024 | $520,000 | $0 | $790,530 | $300,690 | $43,995 | $1,655,215 | | | 2023 | $475,000 | $0 | $712,530 | $602,419 | $32,061 | $1,822,010 |

  50. 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. (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 2025, the value of these PSUs at the grant date assuming the highest level of performance achieved, earned at 200% of target would be $7,695,040 for Mr. Becker; $2,175,096 for Mr. Jackola; $1,276,520 for Mr. Lambert; and $1,108,858 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 2025 equity awards is set forth below in the Grants of Plan-Based Awards During 2025 table. (3)The amounts reported reflect compensation earned for 2025 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 2025 for each of our NEOs is provided in the "All Other Compensation Table" below. (5)Mr. Jackola became a NEO in 2024. Mr. Jackola received a cash stipend during his time as Interim, Chief Financial Officer. This stipend equated to $75,000 in 2025 and $15,000 in 2024. Mr. Jackola was no longer eligible for the cash stipend once being named EVP, Chief Financial Officer in March 2025. While Mr. Jackola served as Interim Chief Financial Officer, his 2025 annual LTI grant was associated with his prior role. Once he was named Executive Vice President and Chief Financial Officer, Mr. Jackola received a true up of his 2025 annual LTI grant. As a result, Mr. Jackola has two awards in 2025, which can be found in the Grants of Plan Based Awards Table. The total of the two awards is included in the Summary Compensation Table and can be found in the Long-Term Incentive Section within the CD&A on page 23.

  51. Summary Compensation Table

    | 28 | |

  52. Grants of Plan-Based Awards During 2025

    Grants of Plan-Based Awards During 2025 The following table provides information about cash (non-equity) and equity incentive compensation awarded to our NEOs in 2025. 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.

  53. Grants of Plan-Based Awards During 2025

    | 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 | 2/24/2025 | 36,797 | 147,189 | 294,378 | | $3,847,520 | | | | | | 2/24/2025 | | | | 98,126 | $2,565,014 | | G. David Jackola | $290,000 | $725,000 | $1,450,000 | 2/24/2025 | 1,435 | 5,739 | 11,478 | | $150,017 | | | | | | 2/24/2025 | | | | 3,827 | $100,038 | | | | | | 3/28/2025 | 9,772 | 39,086 | 78,172 | | $937,543 | | | | | | 3/28/2025 | | | | 26,057 | $625,021 | | Louis B. Lambert | $172,500 | $431,250 | $862,500 | 2/24/2025 | 6,104 | 24,417 | 48,834 | | $638,260 | | | | | | 2/24/2025 | | | | 16,278 | $425,507 | | Kristina M. Morton | $168,000 | $420,000 | $840,000 | 2/24/2025 | 9,772 | 39,086 | 78,172 | | $1,021,708 | | | | | | 2/24/2025 | | | | 26,057 | $681,130 |

  54. Grants of Plan-Based Awards During 2025

    (1)The amounts in these columns reflect potential payments of annual cash incentive compensation based on 2025 performance. The 2025 annual cash incentive payments were made in March 2026. 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 2025 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 24 of the CD&A for additional information. (3)This amount represents the number of RSUs granted in 2025 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.

  55. Grants of Plan-Based Awards During 2025

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  56. Outstanding Equity Awards at 2025 Year End

    Outstanding Equity Awards at 2025 Year End The following table provides information concerning unvested RSUs and PSUs held by each of our NEOs as of December 31, 2025.

  57. Outstanding Equity Awards at 2025 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 | 2/24/2025 | 98,126 | $3,754,301 | | | | | 2/24/2025(3) | | | 36,797 | $1,407,863 | | | 2/26/2024 | 66,892 | $2,559,288 | | | | | 2/26/2024(4) | | | 37,626 | $1,439,571 | | | 2/27/2023 | 48,677 | $1,862,382 | | | | | 2/27/2023(5) | | | 407,205 | $15,579,650 | | G. David Jackola | 2/24/2025 | 3,827 | $146,421 | | | | | 2/24/2025(3) | | | 1,435 | $54,894 | | | 3/28/2025 | 26,057 | $996,941 | | | | | 3/28/2025(3) | | | 9,772 | $373,858 | | | 12/1/2024 | 13,235 | $506,371 | | | | | 2/26/2024 | 2,795 | $106,937 | | | | | 2/26/2024(4) | | | 1,572 | $60,145 | | | 2/27/2023 | 2,135 | $81,685 | | | | | 2/27/2023(5) | | | 17,861 | $683,372 | | Louis B. Lambert | 2/24/2025 | 16,278 | $622,796 | | | | | 2/24/2025(3) | | | 6,104 | $233,549 | | | 2/26/2024 | 10,758 | $411,601 | | | | | 2/26/2024(4) | | | 6,051 | $231,511 | | | 2/27/2023 | 7,472 | $285,879 | | | | | 2/27/2023(5) | | | 62,511 | $2,391,661 | | Kristina M. Morton | 2/24/2025 | 14,141 | $541,035 | | | | | 2/24/2025(3) | | | 5,303 | $202,874 | | | 2/26/2024 | 8,836 | $338,065 | | | | | 2/26/2024(4) | | | 4,970 | $190,152 | | | 2/27/2023 | 6,084 | $232,774 | | | | | 2/27/2023(5) | | | 50,901 | $1,947,483 |

  58. Outstanding Equity Awards at 2025 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, 2025, or $38.26 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, 2025 and ending December 31, 2027, 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, 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. (5)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 185.9% of target, as that is the level of performance actually achieved under these PSUs.

  59. Outstanding Equity Awards at 2025 Year End

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  60. Stock Vested During 2025

    Stock Vested During 2025 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, 2025 for each of the NEOs.

  61. Stock Vested During 2025

    | Name | Stock Awards(1) | | | | # of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Russell A. Becker | 635,540 | $16,126,204 | | G. David Jackola | 26,826 | $770,251 | | Louis B. Lambert | 29,621 | $921,714 | | Kristina M. Morton | 49,021 | $1,204,254 |

  62. Stock Vested During 2025

    (1)These columns reflect RSUs previously awarded to the NEOs that vested during 2025 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.

  63. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table shows the estimated benefits payable to each NEO in the event of termination of employment and/or change in control of the Company, as described in the Other Compensation-Related Practices and Policies. The amounts shown assume that a termination of employment or a change in control occurs on December 31, 2025. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time team members.

  64. Potential Payments Upon Termination or Change in Control

    | Name | Termination without Cause or for Good Reason not in connection with a Change in Control ($) | Death or Disability ($) (2) | Termination without Cause or for Good Reason in connection with a Change in Control ($) (3) | Change in Control ($) (4) | | Russell A. Becker | | | | | | Cash Severance | $8,193,750 | $1,781,250 | $8,193,750 | — | | Intrinsic Value of Equity | — | $27,946,367 | $27,946,367 | $27,946,367 | | Insurance Benefits(1) | $48,125 | — | $48,125 | — | | Total | $8,241,875 | $29,727,617 | $36,188,241 | $27,946,367 | | G. David Jackola | | | | | | Cash Severance | $3,625,000 | $725,000 | $3,625,000 | — | | Intrinsic Value of Equity | — | $4,161,540 | $4,161,540 | $1,838,355 | | Insurance Benefits(1) | $47,063 | — | $47,063 | — | | Total | $3,672,063 | $4,886,540 | $7,833,603 | $1,838,355 | | Louis B. Lambert | | | | | | Cash Severance | $1,293,750 | $431,250 | $1,293,750 | — | | Intrinsic Value of Equity | — | $4,467,046 | $4,467,046 | $1,320,276 | | Insurance Benefits(1) | $20,415 | — | $20,415 | — | | Total | $1,314,165 | $4,898,296 | $5,781,212 | $1,320,276 | | Kristina M. Morton | | | | | | Cash Severance | $1,260,000 | $420,000 | $1,260,000 | — | | Intrinsic Value of Equity | — | $3,731,574 | $3,731,574 | $1,111,874 | | Insurance Benefits(1) | $31,099 | — | $31,099 | — | | Total | $1,291,099 | $4,151,574 | $5,022,673 | $1,111,874 |

  65. Potential Payments Upon Termination or Change in Control

    (1)Amount includes the cost of benefits continuation for the applicable period. (2)Executives entitled to receive prorated annual bonus if termination is a result of death or disability. (3)The Intrinsic Value of Equity represents the value of the acceleration of vesting of the executive’s RSUs and PSUs in the event of termination without cause or for good reason during the applicable period immediately following a change in control or upon a change in control pursuant to the applicable PSU agreement. The value is calculated by multiplying the closing price of a share of common stock on December 31, 2025, or $38.26 per share, by the number of units, which, in the case of PSUs, assumes target performance.

  66. Potential Payments Upon Termination or Change in Control

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  67. 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. As of December 31, 2025, our employee population consisted of approximately 28,877 individuals working at the Company and its subsidiaries, of which approximately 15,738 are based in the United States and approximately 13,139 are based outside of the United States. To identify our median employee: •We included all Company employees (excluding the CEO) on December 31, 2025, located in 9 countries in which we have operations; our employees in those 9 countries represent approximately 95% of employees on that date; •We excluded 1,522 employees from 12 countries under the SEC’s de minimis exemption(1); and •We used the gross cash compensation paid during calendar year 2025; we did not make any cost- of-living or other adjustments in identifying the median employee, and we did not annualize the pay of any employees who were not employed for the full year. We then calculated the 2025 total annual compensation of the median employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Foreign currencies were converted into U.S. Dollars as of December 31, 2025, based on the average daily spot rates during December 2025. Once we identified the median employee using gross cash compensation, 2025 total compensation was calculated for the CEO and the median employee for 2025 using the same methodology required by the SEC for reporting in the Summary Compensation Table. Under this methodology, the annual total compensation of our CEO was $10,450,517, and the median employee’s annual total compensation was $69,279. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 151 to 1. This ratio represents a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. This information is being provided in response to SEC disclosure requirements. Neither the Compensation Committee nor management of the Company uses the pay ratio measure in making any compensation decisions. (1)The countries and approximate number of employees excluded from the calculation are as follows: Austria (71), Belgium (263), China (64), India (275), Ireland (155), Macau (101), New Zealand (166), Norway (81), Singapore (165), Sweden (52), Switzerland (125), and the United Arab Emirates (4).

  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 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

  69. Pay Versus Performance

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  70. Executive Compensation

    | 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 (millions) | Adjusted EBITDA (millions) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (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 |