UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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Check the appropriate box:

APi Group Corporation

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF 20212022 ANNUAL MEETING OF STOCKHOLDERS

June 4, 2021April 29, 2022

It is my pleasure to invite you to attend APi Group Corporation’s 20212022 Annual Meeting of Stockholders.Stockholders (“2022 Annual Meeting”). The meeting will be held on July 14, 2021,June 15, 2022, at 9:30 a.m. (Eastern Time). The Annual Meeting in virtual-only format conducted via live webcast at www.virtualshareholdermeeting.com/APG2022. You will be held in a virtual-only formatable to participate, submit questions and vote your shares electronically. The information on the reasons for utilizing this format, as well as how to attend virtually and vote at the meeting, are described below. At the meeting, you will be asked to:

Only stockholders of record as of the close of business on May 17, 2021April 18, 2022 may vote at the 20212022 Annual Meeting.

We thoughtfully considered whether to schedule the Annual Meeting utilizing an in-person or virtual format. Among other factors, we reviewed the likely timing of rollout and implementation of vaccination programs at the state and federal level and the impact such programs will have on the availability and desirability of travel in the summer of 2021, as well as implications for adequate meeting space. In addition, we considered the accessibility of both in-person and virtual meetings for our stockholders more broadly and reviewed the efficacy of our 2020 Annual Meeting, held virtually. We also considered the merits of announcing an in-person meeting with notice that we might move to a virtual format if circumstances merited such a move. Our conclusion was that it would be in the best interests of the Company and its stockholders to conduct the 2021 Annual Meeting virtually and that announcing the virtual format with the filing of the proxy statement allows the greatest participation in our Annual Meeting by reducing uncertainty about how to participate. We have designed the format of the 2021 Annual Meeting to provide stockholders the same rights and opportunities to participate as they would have at an in-person meeting. We will continue to monitor best practices in connection with the use of technology as an adjunct to, or modality for, the conduct of Annual Meetings in determining the format for future stockholder meetings.

It is important that your shares be represented at the 20212022 Annual Meeting, regardless of the number of shares you may hold. Whether or not you plan to attend, please vote using the Internet, by telephone or by mail, in each case by following the instructions in our proxy statement. This will not prevent you from voting your shares in person if you are present virtually at the 20212022 Annual Meeting.

Sincerely,

We have elected to use the “Notice and Access” method of providing our proxy materials over the internet. Accordingly, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report on or about April 29, 2022.

Our proxy statement and annual report are available online at http://materials.proxyvote.com/00187Y.

Table of Contents

PROXY STATEMENT

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 15, 2022

You are receiving this proxy statement (the “Proxy Statement”), the accompanying proxy card or other voting instruction card (the “Proxy Card”) and our annual report to stockholders (the “Annual Report”) because you own shares of common stock, par value $0.0001 per share (the “Common Stock”), shares of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) or shares of 5.5% Series B Perpetual Convertible Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”) of APi Group Corporation (the “Company,” “APi,” “our,” “we” or “us”) that entitle you to vote at the 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”). Our Board of Directors (the “Board of Directors” or the “Board”) is soliciting proxies from stockholders entitled to vote at the 2022 Annual Meeting. By use of the enclosed Proxy Card, you can vote even if you do not attend the 2022 Annual Meeting. This Proxy Statement describes the matters on which you are being asked to vote and provides information on those matters so that you can make an informed decision. These proxy materials are being distributed and/or made available to stockholders on or about April 29, 2022.

Date, Time and Place of the 2022 Annual Meeting

We will hold the 2022 Annual Meeting on June 15, 2022, at 9:30 a.m. (Eastern Time) in virtual-only format via live webcast at www.virtualshareholdermeeting.com/APG2022. You will be able to participate, submit questions and vote your shares electronically.

Our Board of Directors has fixed the close of business on April 18, 2022 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the 2022 Annual Meeting. Each stockholder will be entitled to (1) one vote for each share of Common Stock or Series A Preferred Stock or (2) the number of votes equal to the number of shares of Common Stock into which the holder’s shares of Series B Preferred Stock could be converted as of such date, in each case held as of the Record Date on all matters to come before the 2022 Annual Meeting and may vote in person virtually at the meeting, via Internet or telephone or by proxy authorized in writing, except as qualified below.

QUESTIONS AND ANSWERS ABOUT VOTING AT THE

2022 ANNUAL MEETING AND RELATED MATTERS

With that exception, anyone owning shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock at the close of business on the Record Date may vote electronically at the 2022 Annual Meeting. You may cast at or prior to the 2022 Annual Meeting (1) one vote for each share of Common Stock held by you on the Record Date, (2) one vote for each share of Series A Preferred Stock held by you on the Record Date and (3) the number of votes equal to the number of shares of Common Stock into which your shares of Series B Preferred Stock could be converted as of such date, on all items of business presented in this Proxy Statement and at the 2022 Annual Meeting. Each share of Series A Preferred Stock and Series B Preferred Stock will entitle the holder thereof to vote together with the holders of Common Stock as a single class. As of the close of business on the Record Date, we had (a) 233,188,612 shares of Common Stock outstanding entitled to cast 233,188,612 votes, (b) 4,000,000 shares of Series A Preferred Stock outstanding entitled to 4,000,000 votes and (c) 800,000 shares of Series B Preferred Stock outstanding entitled to 32,520,326 votes.

If your shares are held by a bank or broker, the bank or broker is the stockholder of record. You are the “beneficial owner” (and hold your shares in “street name”) and the bank or broker is your “nominee.”

If you hold shares as a participant in the (1) APi Group, Inc. Employee Stock Ownership Plan (“ESOP”)¹, (2) APi Group 401(k) & Profit Sharing Plan, (3) APi Group Safe Harbor 401(k) & Profit Sharing Plan, and/or (4) the Vipond Inc. Employees’ Profit Sharing Plan (collectively, “employee benefit plans”), the plan trustee of the applicable plan is the stockholder of record and your nominee.

Eastern Time, on June 14, 2022. Even if you plan to attend the 2022 Annual Meeting virtually, the Company recommends that you vote your shares in advance as described above so that your vote will be counted if you later decide not to attend the 2022 Annual Meeting.

Participants in the employee benefit plans:

You may log in using one of two options: (1) join as a “Guest”guest or (2) join as a “Stockholder.” The password for the meeting is APG2021.

stockholder. To join as a Guest, you do not need to register in advance. When you log in,guest, you will need to enter the information requested on the screen to register as a guest. If you enter the meeting as a guest, you will not be able to vote your email address andshares or submit questions during the password.meeting.

If you were a registered stockholderholder or a beneficial owner as of the Record Date, you may join the 20212022 Annual Meeting as a Stockholder and do not need to register in advance to attend. When you log in, enterstockholder by entering the password and the16-digit control number found on the proxy card, voting instruction form or other notice previously received in connection with the 20212022 Annual Meeting.

If you wereare a beneficial owner on the Record Date, you must register in advance to virtually attend the 2021 Annual Meeting. To register, you must submit to Computershare proof of your proxy power (legal proxy), executed in your favor by your broker or other nominee and reflecting the number of shares you beneficially owned as of the Record Date along withand you do not have a 16-digit control number, you should contact your name and email address. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. (Eastern Time) on July 8, 2021.

Requests for registration should be directed to us at the following:

attend and participate in the meeting. You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time ofmust join the meeting goas a stockholder to www.meetingcenter.io/263306708 and entervote your control number andshares or submit questions during the meeting password provided above.meeting.

If you were a participant in an employee benefit plan and you have a control number, you may join the 20212022 Annual Meeting as a Guest only and do not need to register in advance to attend.

We will also consider other proposals that properly come before the 20212022 Annual Meeting in accordance with our bylaws.

If you are a registered holder, you may change your vote or revoke your proxy by (1) voting in person virtually at the 20212022 Annual Meeting, (2) delivering to the Corporate Secretary (at the address indicated below) a revocation of proxy or (3) executing a new proxy bearing a later date.

Corporate Secretary

APi Group Corporation

1100 Old Highway 8 NW

New Brighton, MN 55112

United States

PROXY SUMMARY

Annual Meeting

Voting Matters and Board Recommendations

Overview and 20202021 Financial Highlights

We are a global, market-leading business services provider of safety specialty and industrialspecialty services in over 200500 locations primarily in North America and with an expanding platform in Europe.approximately 20 countries. We provide statutorily mandated and other contracted services to a strong base of long-standing customers across multiple industries. We have a winning leadership culture driven by entrepreneurial business leaderleaders to deliver innovative solutions tofor our customers.

We focusbelieve that our core strategies of driving organic growth and growth through accretive acquisitions, promoting sharing of best practices across all of our businesses, and leveraging our scale and services offerings place us in the position to capitalize on growingopportunities and trends in the industries we serve, grow our recurringbusinesses and advance our position in each of our markets. We believe that our revenue diversification across customers, end markets, geographies and repeat businessprojects, combined with our go-to market strategy of selling inspection and installation work first, regional approach to operating our businesses, specialty operations in niche markets, strong commitment to leadership development, long-standing customers with a robust reputation in the industries we serve, and strong safety track record differentiates us from our diversified long-standing customers across a variety of end markets, which provides us with stable cash flows and a platform for organic growth. Maintenance and service revenues are generally more predictable through contractual arrangements with typical terms ranging from days to three years, with the majority having durations of less than six months and are often recurring due to consistent renewal rates and long-standing customer relationships.

We were incorporated on September 18, 2017 with limited liability under the laws of the British Virgin Islands under the name J2 Acquisition Limited (“J2”). J2 was created for the purpose of acquiring a target company or business. On October 1, 2019, we completed our acquisition of APi Group, Inc. (the “APi Acquisition”) and changed our name to APi Group Corporation in connection with the APi Acquisition. On April 28, 2020, we changed our jurisdiction of incorporation from the British Virgin Islands to the State of Delaware (the “Domestication”) and our shares became listed on the New York Stock Exchange. In the financial information provided below, APi Group, Inc. financial information as of and for the periods prior to the APi Acquisition date are referred to as “Predecessor” and financial information including APi Group, Inc. from the APi Acquisition date is referred to as “Successor.”competitors.

A summary of the 20202021 Financial Highlights are as follows:

Board and Governance Highlights

We are committed to principles of effective corporate governance and to high ethical standards, as well as compliance with all applicable governance standards of the SEC and NYSE. Highlights of the framework we have established for governance are outlined here, and further described below.

Board Diversity

Our Board believes that a diverse group of directors brings a broader range of experiences to the Board and generates a greater volume of ideas and perspectives, and therefore, is in a better position to make complex decisions. Currently, our Board is 20% female and 10% BIPOC (black/indigenous/people of color), and 80% of our Board is independent.

Diversity, Equity and Inclusion (DEI) Initiatives

We believe our success in attracting and retaining qualified employees will be based on the quality of our training, leadership development and opportunities for advancement. We are making significant investments in diversity, equity and inclusion (“DEI”) initiatives. We have created a senior DEI role to strengthen our commitment to these initiatives and support cultural awareness and fluency through various initiatives. We have also adopted the Intercultural Development Inventory (“IDI”) Assessment, a cross-culturally assessment of intercultural competence. The IDI^® Assessment provides key insights into how one makes sense of cultural differences and is an effective tool for increasing skill in navigating cultural differences. The use of the IDI as a cultural awareness resource has provided a common language to discuss DEI. Our leaders have used these insights to inform their business strategies for human capital management, including DEI objectives. Through the end of February 2022, 235 of our employees have taken the IDI, including approximately 100% of our executive, corporate and segment leadership and 80% of our operating company leadership.

Executive Compensation Highlights

Since becoming a US issuer listed on the NYSE in April 2020, theOur Compensation Committee has developed a formalizedan executive compensation program consistent with its compensation philosophy and market and peer basedpeer-based practices. Fundamentally, thisour program is designed to assureensure that the Company’s compensation policies attract and retain the key employees necessary to support the Company’s growth and success, both operationally and strategically, and to motivate executives to contribute to the achievement of the Company’s short- and long-term goals with the ultimate objective of creating sustainable improvements in stockholder value. The following briefly describes our compensation program, implemented in 2021, which is fully outlined below in “Compensation Discussion and Analysis.”

Policies that Promote Sustainable Stockholder Value Creation

PROPOSAL 1—ELECTION OF DIRECTORS

Under our bylaws, directors are elected for a one-year term expiring at the next annual meeting of stockholders. Upon the recommendation of the Nominating and Corporate Governance Committee, our Board of Directors has nominated Sir Martin E. Franklin, James E. Lillie, Ian G.H. Ashken, Russell A. Becker, David S. Blitzer, Paula D. Loop, Anthony E. Malkin, Thomas V. Milroy, Lord Paul Myners, Cyrus D. Walker and Carrie A. Wheeler for election or re-election, each for a one-year term that will expire at the 20222023 Annual Meeting of Stockholders. Each of our directors consented to serve if elected.

Mr. Blitzer was nominated by the holders of our Series B Preferred Stock affiliated with Blackstone Inc. pursuant to such holders’ nomination right pursuant to the applicable stock purchase agreement for the Series B Preferred Stock, and was elected to the Board of Directors effective January 3, 2022 to serve as a director until the next election of directors at the 2022 Annual Meeting, or until his successor is duly elected and qualified. Ms. Loop was elected to the Board of Directors effective March 28, 2022 to fill the vacancy that resulted following the passing of former director Lord Paul Myners in January 2022, to serve as a director until the next election of directors at the 2022 Annual Meeting, or until her successor is duly elected and qualified. We are grateful to Lord Myners for his services to the Company.

Our bylaws provide that directors are elected by a majority of the votes cast with respect to the nominee for election to the Board of Directors at any meeting of stockholders at which directors are to be elected and a quorum is present, except in the case of a contested election. As set forth in our bylaws, “a majority of the votes cast” means that the number of shares voted “for” a nominee for election to the Board of Directors exceeds the votes cast “against” such nominee and shall not include abstentions. In the event of a contested election, in accordance with our bylaws, 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 his or her 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 his or her field with superior credentials and recognition, has a reputation, both personal and professional, 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 his or her 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. 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, appears on the following pages.

RECOMMENDATION OF THE BOARD OF DIRECTORS

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

CORPORATE GOVERNANCE

Meetings

During 2020,2021, the Board of Directors held a total of 58 meetings. Each incumbent director attended at least seventy five percent (75%) of the aggregate of (i) the total number of meetings of the Board during the period for which he or she was a director and (ii) the total number of meetings of all Board committees (the “Committees”) on which he or she served during the period for which he or she was a director.director, with the exception of Lord Myners due to illness. Three directors attended the 20202021 annual meeting of stockholders. It is the policy of the Board of Directors to encourage its members to attend our annual meeting of stockholders.

During 20202021, our Board generally held executive sessions, or meetings of non-employee directors without management present, as part of regularly scheduled Board, Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee meetings. In March 2020, the Company appointed Thomas V. Milroy serves as its lead independent director and he presides over executive sessions of the Board. Messrs. Ashken, Milroy and Lord Myners generally presided over the executive sessions of the Audit, Compensation and Nominating and Corporate Governance committees, respectively.

Corporate Governance Guidelines

Our Board of Directors is responsible for overseeing the management of our Company. Our Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”), which set forth our governance principles and policies relating to, among other things:

Our Governance Guidelines are available in the Investor Relations section of our website at www.apigroupcorp.com.

Board Leadership Structure

The Board has not adopted a formal policy regarding the need to separate or combine the offices of Chief Executive Officer (“CEO”) and Chair of the Board and instead the Board remains free to make this determination from time to time in a manner that seems most appropriate for the Company. Although the Board recognizes the benefits of having a combined Chair and CEO, currently,Currently, we separate the positions of our CEO and Co-Chairs of the Board in recognition of the differences between the two roles.Board. The CEO is responsible for the day-to-day leadership and performance of the Company, while the Co-Chairs of the Board provide strategic guidance to the CEO and set the agenda for and preside over the Board meetings. In addition, weWe believe that the current separation provides a more effective monitoring and objective evaluation of the CEO’s performance. The separation also allows the Co-Chairs of the Board to strengthen the Board’s independent oversight of our performance and governance standards.

Director Independence

Upon the listing of ourOur Common Stock is listed on the NYSE,NYSE. As such, the composition of the Board and its Committees becameare subject to the independence requirements set forth under the NYSE corporate governance listing

material relationship with us. While the focus of the inquiry is independence from management, the Board is required to broadly consider all relevant facts and circumstances in making an independence determination. In making each of these independence determinations, the Board has considered all of the information provided by each director in response to detailed inquiries concerning his or her independence and any direct or indirect business, family, employment, transactional or other relationship or affiliation of such director with us. Specifically, Mr. Malkin currently serves as an executive officer of a company that has in the past procured services from one or more Company subsidiaries. We reviewed these commercial relationships and found that all transactions between us and the relevant companies were made in the ordinary course of business and negotiated at arms’ length. Furthermore, these commercial relationships were below the threshold set forth in the NYSE governance standards (i.e., two percent of such other company’s consolidated gross revenues for such year or $1 million, whichever is greater). As a result, our Board determined that these commercial relationships did not impair Mr. Malkin’s independence.

Based on information provided by each director concerning his or her background, employment, and affiliations, and after considering the transactions described above, the Board has affirmatively determined that each of Lord Myners, Messrs. Lillie, Ashken, Lillie,Blitzer, Milroy, Malkin and Walker and Ms.Mses. Loop and Wheeler are “independent” as that term is defined under the applicable rules and regulations of the SEC and the NYSE governance standards. Because Sir Martin ownscontrols the entity which receives advisory fees from us, he is not independent under NYSE governance standards. As CEO of the Company, Mr. Becker is also not independent.

Board Committees

Our Board has three standing Committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Copies of the committee charters setting forth the responsibilities of the Committees are available in the Investor Relations section of our website at www.apigroupcorp.com, and such information is also available in print to any stockholder who requests it through our Investor Relations department. The Committees will periodically review their respective charters and recommend any needed revisions to the Board. The following is a summary of the composition of each Committee:

Audit Committee

Number of Meetings in 2020:2021: Four

Responsibilities. Our Audit Committee operates pursuant to a formal charter that governs the responsibilities of the Audit Committee. Pursuant to the Audit Committee Charter, the Audit Committee is responsible for, among other things:

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. Pursuant to the Audit Committee Charter, the Audit Committee reviews and pre-approves all audit and non-audit services performed by our independent accountant.

Independence and Financial Expertise. The Board has reviewed the background, experience and independence of the Audit Committee members and based on this review, has determined that each member of the Audit Committee:

In addition, the Board has determined that each of Mr. Ashken and Ms.Mses. Loop and Wheeler qualifies as an “audit committee financial expert” under SEC rules.

Compensation Committee

Number of Meetings in 2020: Two2021: Three

Responsibilities. Our Compensation Committee operates pursuant to a formal charter that governs the responsibilities of the Compensation Committee. Pursuant to the Compensation Committee Charter, the Compensation Committee is responsible for, among other things:

Compensation Committee Interlocks and Insider Participation. None of the members of the Compensation Committee who presently serve or, in the past year, have served on the Compensation Committee has interlocking relationships as defined by the SEC or had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related party transactions.

The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion.

Use of Compensation Consultant

The Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisors as it may deem appropriate in its sole discretion. The Compensation Committee has sole authority to approve related fees and retention terms.

During 2020,2021, the Compensation Committee utilized the services of Willis Tower Watson (“WTW”), a global management consulting firm, which acted as its compensation consultant to assist in developing a formalreviewing competitive market data and preparing proposals for 2022 executive compensation program, which has been implemented for 2021.. The total fees paid to WTW for these services were approximately $158,000.$39,250.

During 2020,2021, our management also retained a separate business unitunits of WTW (Corporate Risk & Broking and Retirement) to provide insurance brokerage services to the Company. The total fees paid to WTW’s separate business unitunits with respect to services provided during 20202021 (excluding services provided as compensation consultant as discussed above) were approximately $1.3 million.$2.7 million, with the increase over 2020 attributable to services provided in connection with the acquisition of the Chubb fire and security business (the “Chubb Business”) from Carrier Global Corporation, which closed on January 3, 2022. The Compensation Committee was not involved in management’s decision to retain the separate business unit of WTW to provide such services.

The Compensation Committee determined that the work of the separate business unit of WTW on matters other than executive compensation did not raise any conflict of interest with WTW’s services as compensation consultant, taking into account, among other factors, WTW’s policies and procedures relating to the prevention and mitigation of conflicts of interest, the use of separate teams for compensation consulting services and other services provided by WTW and its business units.units, and determined that WTW is independent.

Nominating and Corporate Governance Committee

Number of Meetings in 2020: One2021: Two

Responsibilities. Our Nominating and Corporate Governance Committee operates pursuant to a formal charter that governs the responsibilities of the Nominating and Corporate Governance Committee. Pursuant to the Nominating and Corporate Governance Committee Charter, the Nominating and Corporate Governance Committee is responsible for, among other things:

The Nominating and Corporate Governance Committee may, when it deems appropriate, delegate certain of its responsibilities to one or more Nominating and Corporate Governance Committee members or subcommittees.

Independence. The Board has reviewed the background, experience and independence of the Nominating and Corporate Governance Committee members and based on this review, has determined that each member of the Nominating and Corporate Governance Committee meets the independence requirements of the NYSE governance standards and SEC rules and regulations.

Consideration of Director Nominees. The Nominating and Corporate Governance Committee considers possible candidates for nominees for directors from many sources, including stockholders. The Nominating and Corporate Governance Committee evaluates the suitability of potential candidates nominated by stockholders in the same manner as other candidates recommended to the Nominating and Corporate Governance Committee.

In making nominations, the Nominating and Corporate Governance Committee is required to submit candidates who have the highest personal and professional integrity, who have demonstrated exceptional ability and judgment and who shall be most effective, in conjunction with the other nominees to the Board, in collectively serving the long-term interests of the stockholders. In evaluating nominees, the Nominating and Corporate Governance Committee is required to take into consideration the following attributes, which are desirable for a member of the Board: leadership, independence, interpersonal skills, financial acumen, business experiences, industry knowledge and diversity of viewpoints. In addition, while we do not have a formal, written diversity policy, the Nominating and Corporate Governance Committee will attempt to select candidates who will assist in making the Board a diverse body. WeAs discussed under the heading “Board Diversity” above, we believe that a diverse group of directors brings a broader range of experiences to the Board and generates a greater volume of ideas and perspectives, and therefore, is in a better position to make complex decisions.

Code of Business Conduct and Ethics

We have adopted a written Code of Business Conduct and Ethics (“Code of Conduct”) that establishes the standards of ethical conduct applicable to all our directors, officers, and employees. In addition, we have adopted a written Code of Ethics for Senior Financial Officers (“Code of Ethics”) applicable to our CEO and senior financial officers. Copies of our Code of Conduct and Code of Ethics are publicly available in the Investor Relations section of our website at www.apigroupcorp.com. Any waiver of our Code of Ethics with respect to our CEO, chief financial officer, controller or persons performing similar functions or waiver of our Code of Conduct with respect to our directors or executive officers may only be authorized by our Board of Directors and will be disclosed on our website as promptly as practicable, as may be required under applicable SEC and NYSE rules.

Certain Relationships and Related Transactions

Since January 1, 2020,2021, we did not enter into any related party transactions other than as set forth below.

Advisory Services Agreement

On October 1, 2019, we entered into an Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of Sir Martin. Under this agreement, Mariposa Capital, LLC agreed to provide certain services, including corporate development and advisory services, advisory services with respect to mergers and acquisitions, investor relations services, strategic planning advisory services, capital expenditure allocation advisory services, strategic treasury advisory services and such other services relating to the Company as may from time to time be mutually agreed. In connection with these services, Mariposa Capital, LLC is entitled to receive an annual fee equal to $4,000,000, payable in quarterly installments. The initial term of this agreement was through October 1, 2020 and has been and will in the future be automatically renewed for successive one-year terms unless either party notifies the other party in writing of its intention not to renew this agreement no later than 90 days prior to the expiration of the term. This agreement may only be terminated by the Company upon a vote of a majority of our directors. In the event that this agreement is terminated by the Company, the effective date of the termination will be six months following the expiration of the initial term or a renewal term, as the case may be.

Registration Rights

Mariposa

The Company has agreed to provide Sir Martin, Mr.Messrs. Lillie Mr.and Ashken, and the Mariposa Acquisition IV, LLC with certain registration rights that require the Company to provide them with such information and assistance following the acquisition of APi Acquisition,Group, Inc. (the “APi Acquisition”), subject to certain restrictions and customary exceptions, as they may reasonably request to enable it to effect a disposition of all or part of their Common Stock or warrants, including, without limitation, the preparation, qualification and approval of a prospectus in respect of such Common Stock or warrants.

In connection with an early warrant exercise financing (the “Warrant Financing”), each of Mariposa Acquisition IV, LLC and certain entities managed by Viking Global Investors LP (the “Viking Opportunities Fund”) that beneficially owned more than 5% of the Company’s issued and outstanding Common Stock, irrevocably committed to exercise their respective APi Group Corporation warrants. In exchange for such commitment, the Company agreed, among other things, that when requested by written notice (delivered not earlier than three months following the APi Acquisition), the Company would use commercially reasonable efforts to promptly enter into a customary registration rights agreement with such entity, which agreement would provide for customary registration rights (subject to customary exceptions) with respect to the Common Stock, or any other equity interests later acquired by such entity in exchange for the Common Stock in connection with a recapitalization, redomiciliation or similar transaction.

Pursuant to the foregoingregistration rights agreement ondated March 24, 2020 we entered into a registration rights agreement with Viking Global Opportunities Liquid Portfolio Sub-Master LP (“Viking”), the beneficial owner of approximately 19.7%14.3% of our outstanding shares of Common Stock. Those shares were acquired by Viking in our initial public offering andStock (or 15.4% of the Warrant Financing. Pursuant tototal voting power) as of the registration rights agreement,Record Date, we agreed that, subject to certain terms and conditions, (i) on or promptly after the one year anniversary of our becoming subject to the SEC reporting company requirements, we will file with the SECfiled a registration statement registeringon May 12, 2021 (that was declared effective by the SEC on May 21, 2021) to register the resale of the Common Stock then held by the Viking Opportunities Fund and use our commercially reasonable efforts to have such registration statement declared effective as promptly as practicable after its filing (but no later than 60 days after filing) and (ii) agreed that, if we propose to register any of our Common Stock under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the public offering of such securities solely for cash (other than in certain excluded registrations), we will register all of the shares that the Viking Opportunities Fund requests to be included in such registration (subject to customary cutbacks if the underwriters determine that less than all of the shares requested to be registered can be included in such offering). On May 12, 2021, we filed a registration statement to register the resale of such Common Stock and on May 21, 2021, such registration statement was declared effective by the SEC.

In addition, we agreed, among other things to, (i) make and keep available adequate current public information (as those terms are understood and defined in Rule 144); (ii) use commercially reasonable efforts to

In addition, pursuant to the registration rights agreements, if we propose to register any shares of Common Stock under the Securities Act in connection with the public offering of such securities solely for cash, we will register all of the shares that the Series B Purchasers request to be included in such registration (subject to customary cutbacks if the underwriters determine that less than all of the shares requested to be registered can be included in such offering). The holders also have the right to request one or more underwritten offerings, so long as the anticipated gross proceeds of such underwritten offering is not less than $25 million (unless such holders are proposing to sell all of their remaining registrable securities), and the holders have the right to request unlimited non-underwritten shelf take-downs. We will not be obligated to effect more than two underwritten offerings for a particular Series B Purchaser during any 12-month period.

The registration rights agreements contain customary indemnities. Our obligations under the registration rights agreements will terminate as to a particular Series B Purchaser when all shares that are registrable under the registration rights agreements are no longer held by such Series B Purchaser.

Commercial Relationships

During 2020,2021, we, through certain of our subsidiaries, provided fire safety and dust mitigation services to Royal Oak Enterprises, LLC (“ROE”), a manufacturer and distributor of charcoal, fire logs and related products, in the ordinary course of business and on arm’s length terms. As consideration for our services, we received aggregate revenue of approximately $335,267$8 million from ROE.ROE during 2021. Our Co-Chair, Sir Martin E. Franklin, is the chairman and controlling shareholder of ROE.

Policy Concerning Related Party Transactions

The Board of Directors has determined that the Audit Committee is best suited to review and approve or ratifypre-approve transactions with related persons, in accordance with the policy set forth in the Audit Committee Charter. Such review will apply to any material transaction or series of related transactions or any material amendment to any such transaction involving a related person and the Company or any subsidiary of the Company. For purposes of the policy, “related persons” will consist of executive officers, directors, director nominees, any stockholder beneficially owning more than 5% of the issued and outstanding common stock, and immediate family members of any such persons. In reviewing related person transactions, the Audit Committee will take into account all factors that it deems appropriate, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction. No member of the Audit Committee will be permitted to participate in any review, consideration or approval of any related person transaction in which the director or any of his or her immediate family members is the related person.

Board Role in Risk Management

The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through Committees of the Board, as disclosed in the descriptions of each of the Committees above and in the charters of each of the Committees, but the full Board has retained responsibility for general oversight of risks. The Audit Committee is primarily responsible for overseeing our policies and procedures with respect to risk assessment and risk management. The other Committees of the Board consider the risks within their areas of responsibility. The Board satisfies their oversight responsibility through full reports by each Committee chair regarding the Committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

Anti-Hedging Policy

Our Insider Trading Policy, which is applicable to all employees (including officers) and directors of the Company, makes clear that no employee or director may engage in hedging transactions or any other forms of

monetization transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities granted as compensation, or held directly or indirectly by the employee or director.

EXECUTIVE OFFICERS

Executive Officers

Set forth below is certain information relating to our current executive officers. Biographical information with respect to Mr. Becker is set forth above under “PROPOSAL 1—ELECTION OF DIRECTORS.”

Thomas A. LydonKevin S. Krumm has served as Executive Vice President and Chief Financial Officer of APi Group Corporationthe Company since the completion of the APi Acquisition on October 1, 2019, and previously served as Chief Financial Officer of APi Group, Inc. since July 2014. Prior to joining APi Group, Inc., Mr. Lydon was a partner at KPMG, where he served for 28 years in positions of increasing responsibility. From 1995 to 1997, Mr. Lydon ran KPMG’s U.S. desk in Sydney, Australia, and from 1999 to 2001, he led KPMG’s internal audit practice in Minneapolis, Minnesota. In 2001, Mr. Lydon became managing partner of KPMG’s Des Moines, Iowa office and was promoted in 2009 as business unit partner in charge of audit for the Des Moines and Minneapolis offices. Mr. Lydon also serves on the board of Cristo Rey Jesuit High School, a Minneapolis non-profit and is a certified public accountant.

Andrew J. Cebulla has served as Vice President and Controller of APi Group Corporation since January 2021 and as Chief Accounting Officer since March 24,September 2021. Prior to joining APi Group Corporation,the Company, Mr. Cebulla was the Interim Chief Financial Officer (from January 2020 through December 2020)Krumm served as Corporate Treasurer and Senior Vice President of FinanceGlobal Business Services for Ecolab, Inc. During his 17-year tenure there, he also held roles leading the Industrial segment finance team, regional finance teams in Europe, the Middle East and Corporate Controller (from September 2017 to December 2019)Africa, Asia and Latin America and leading international integration efforts for Tennant Company, a company that designs, manufactures, and markets cleaning solutions. Prior to that,major acquisition. Mr. Cebulla held various roles in finance and accounting (from 2007 to September 2017) at MTS Systems, a global supplier of advanced test systems, motion simulators and precision sensors, including Vice President of Finance – Test Vehicles and Structures, Director of Investor Relations, Treasurer and Corporate Controller. Mr. CebullaKrumm began his career atin public accounting working for consulting firms PwC, Arthur Andersen and Deloitte with a heavy emphasis on M&A/corporate finance. Mr. Krumm earned his bachelor’s degree from the University of Northern Iowa and Touche, LLP and is a certified public accountant – inactive.his master’s degree in Business Administration from the University of Chicago Booth School of Business.

Andrea M. Fike has served as Senior Vice President and General Counsel of APi Group Corporationthe Company since January 2020 and as Secretary since March 2020. Most recently, Ms. Fike was Executive Vice President and General Counsel for iMedia Brands, Inc., a digital and television media and retailing company. From April 2017 to June 2019, Ms. Fike headed the iMedia Brands legal department and assumed leadership of several operations functions, including the company’s customer solutions group, after which she was a consultant until she joined APi Group Corporation.the Company. Prior to that, Ms. Fike served as Senior Vice President and General Counsel at Regency Corporation, an educational institution, from 2008 to July 2017. At Regency Corporation, Ms. Fike was responsible for management of the legal and compliance, campus operations and human resources functions. Prior to that, she spent eight years at FICO, an analytics software company, where she was responsible for oversight of the legal department. Prior to that, Ms. Fike spent ten years at a law firm where, as a partner, she focused on financial institutions regulatory law. Ms. Fike also serves on the board of the Jungle Theater, a Minneapolis non-profit.

Paul W. Grunau Glenn David Jackolahas served as Vice President, Controller and Interim Chief LearningAccounting Officer of APi Group Corporation since the completion of the APi Acquisition on October 1, 2019,March 2022 and previously served as Chief Learning Officerthe Company’s Vice President, Corporate Planning and Analysis since joining the Company in October 2021. Prior to joining the Company, Mr. Jackola was the Vice President of APi Group, Inc. since January 2016. Mr. Grunau also previously served as Chief Operating OfficerFinance of APi Group, Inc. from 2009 to 2011. Mr. Grunau initially joined APi Group, Inc. in 2006 following the acquisition of Grunau Company by APi Group, Inc. and had been the President and owner of Grunau Company from 1999 until its acquisition. From 2011 to December 2015,James Hardie Building Products where he served as head of finance and led a cross-functional team for a $2 billion business unit until October 2021. Prior to that, Mr. Jackola was Vice President of Finance—Europe for Ecolab and also held other roles of increasing responsibility within Ecolab since joining in July 2008, including leading regional finance teams in Europe and Latin America, in corporate planning and analysis and in other finance roles. He also previously held analyst roles at the Brattle Group, a consulting firm, from 2001 to 2006 prior to earning his Master of Business Administration in Finance from the University of Chicago.

Kristina M. Morton has served as Senior Vice President and Chief OperatingPeople Officer of Health Payment Systems, a health care technology startup in which he was a founding investor. Mr. Grunau alsothe Company since February 2022. Prior to joining the Company, Ms. Morton served as a directorVice President, Human Resources, Supply Chain and Global Operations for General Mills. During her 23-year tenure at General Mills, she also held roles in marketing, sales and supply chain, most recently leading 175 human resources professionals that supported 20,000 employees globally across 45 manufacturing facilities, in the U.S. and Europe. Ms. Morton earned her bachelor’s degree from the University of APi Group, Inc.St. Thomas and her master’s degree from 2011 until the closingUniversity of the APi Acquisition. Mr. Grunau also serves on the boards of two private companies and is a Trustee of the Dunwoody College of Technology.Minnesota.

COMPENSATION DISCUSSION & ANALYSIS

Overview

This Compensation Discussion and Analysis provides information regarding our executive compensation philosophy, programs and decisions for 20202021 for our named executive officers. For 2020,2021, our named executive officers were:

Compensation Philosophy and Objectives

Our Compensation Committee’s guiding principle when reviewing and determining executive compensation is to assureensure that the Company’s compensation policies attract and retain the key employees necessary to support the Company’s growth and success, both operationally and strategically, and to motivate executives to achieve short- and long-term goals with the ultimate objective of creating sustainable improvements in stockholder value.

Because we had no executive officers prior to the APi Acquisition, we did not have or maintain an executive compensation program until the APi Acquisition. During 2020, the Compensation Committee retained WTW as its compensation consultant, and with their assistance, developed a formal executive compensation program which has been implemented for 2021. This program is designed to further the Company’s compensation philosophy and objectives of maintaining a top-tier management team and seeks to ensure that:value by:

Overview of 20202021 Performance

Our operational2021 was a watershed year in the development of the Company. Despite the many macro headwinds we achieved our stated strategic goals amidst ongoing supply chain disruptions, inflationary pressures and financial performance in 2020 was significantly impacted by the COVID-19 pandemic. impacts.

Our management moved quickly to stabilize the business and develop the Company’s response to the pandemic. The extraordinary efforts of the entire APi team allowed the Company to continue serving our customers, support our employees and business partners and position usability to execute as we move into 2021.

Driven by the impact of the COVID-19 pandemic, we experienced a year-over-year net revenue decline of 12.3%. The decline was driven by the negative impact from the sale of two industrial services businesses that accounted for $91 million of revenue in 2020 compared to $290 million of revenue in 2019. In addition, COVID-19 negatively impacted revenue in 2020 resulting from access restrictions to buildings and project sites and our customers delaying or cancelling projectslarge part due to the uncertaintyongoing leadership efforts, focus and discipline of the impact of COVID-19our leaders who have remained focused on their businesses. supporting our company and our customers.

Peer Group and Market Benchmarking

As part of the work in 2020 to develop anIn developing our 2021 executive compensation program, for 2021, the Compensation Committee identified a representative peer group in the same or similar industries that the Compensation Committee believes is representative of the labor market from which we recruit talent. These industries include diversified support services, security and alarm services, building products, engineering and construction, and industrial machinery. Factors used to select the

Components of the Executive Compensation Program

In connection with the APi Acquisition, our Board of Directors approved executiveWe have entered into an employment agreements for Messrs. Becker and Lydon and anagreement or offer of employment forwith each of Ms. Fike and Mr. Grunauour named executive officers (collectively, the “Employment Agreements”Arrangements”) which provide for a base salary, annual cash incentive compensation, annual time- and performance-based equity incentive awards (each, an “LTI Award”) and participation in our employee benefits plans.

The Company’s 2020 executive compensation program contained three primary components: Base Salary; Annual Incentive Compensation, and Long-Term Equity Compensation. The Compensation Committee believes that a combination of these components provides the named executive officers with a competitive executive compensation package that serves to motivate and retain the executive while promoting the Company’s pay-for-performance philosophy. The 2020 executive compensation program was a continuation of the post-APi Acquisition compensation program, pending the implementation of program design changes adopted in connection with the work and recommendations of the Compensation Committee’s independent compensation consultant, WTW, in 2021. As outlined in greater detail below, the Compensation Committee determined to implement these program changes in 2021 rather than in 2020, due to the impacts the COVID-19 pandemic on the Company, including the need to minimize the management distraction that would result from implementing compensation program changes during the midst of the pandemic.

basic compensation and financial stability. The Compensation Committee expects to annually review the named executive officers’ base salaries and make appropriate adjustments subject to the terms of any individual employment agreements.Employment Arrangements. Any adjustments will be based on individual responsibilities and performance, internal pay equity, compensation history, executive potential, and peer group and market basedmarket-based data.

During 2020,2021, the base salaries of our named executive officers were: Mr. Becker—$1.25 million; Mr. Krumm—$750,000; Mr. Lydon—$825,000; Mr. Grunau—$340,000; Ms. Fike—$400,000; and Mr. Cebulla—$280,000. Other than Ms. Fike whose base salary was increased to $400,000 based on market data, none of our named executive officers received any increase in base salary. Moreover,salary during 2021. In 2020, due to the uncertainties presented by the COVID-19 pandemic, the Company’s management team took early preemptive cost-containment measures, including the voluntary reduction of named executive officer base salaries. These reductions were effective on March 16, 2020 and ranged from 20% to 97%, with the reduction for our CEO at 97%. These reductions continued for a minimum of 4 months, at which time the base salaries for Messrs.Mr. Lydon Chepey and Polovitz and Ms. Fike were incrementally returned to their original levels over three months’ time. The base salaries for Messrs. Becker and Grunau stayed at fully reduced levels until mid-November, when theytheir salary levels were fully restored. Prior to these reductions, the base salaries of our named executive officers were: Mr. Becker—$1.25 million; Mr. Lydon—$825,000; Mr. Grunau—$340,000; Mr. Chepey—$300,000; Ms. Fike—$350,000; and, Mr. Polovitz—$275,000. In February 2021, the Compensation Committee reviewed the base salaries for our named executive officers and determined that base salaries for Messrs. Becker, Lydon and Grunau would remain unchanged. Base salary for Ms. Fike was setre-instated at $400,000.pre-COVID levels.

In addition, in February 2021, the Committee reviewed the overall company performance and determined that, in light of the financial performance achieved, the outsized base pay reductions taken by certain named executives reflected a diminution in annual compensation that was not merited based on actual company performance and which far exceed the general pay reduction of 20% or less for other employees. Accordingly, the Compensation Committee awarded a one-time stock grant to each named executive officer whose pay reduction exceedin 2020 exceeded 20% of base salary, in the amount of the difference between the actual pay reductions and a 20% pay reduction. The value of the one-time stock grants were: Mr. Becker—$700,246;700,263; Mr. Lydon—$186,667;186,683; and Mr. Grunau—$173,250.173,256.

Annual Cash Incentive Compensation

2020 Annual Incentive

In 2020, theThe Compensation Committee reviewedbelieves that the numerous significant circumstances facing the Company, each of which could have a material impact on the Company’s results. These included:

goal at threshold and max levels, respectively. The premiummaximum payouts levels are:were: Messrs. Becker, Krumm, Lydon, and Cebulla and Ms. Fike—200%; and Mr. Grunau – Grunau—125%. If performance iswas 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 metric willwould be calculated on a linear basis from the target level.

Performance Metrics, Target, 2021 Performance and Payout. For 2021, the Compensation Committee determined that the annual incentive compensation paid to our named executive officers would be based on performance against Adjusted EBITDA targets. The Compensation Committee believes that Adjusted EBITDA is one of the most important performance metrics used by investors, stockholders and creditors as an indicator of the performance of our core business. Furthermore, Adjusted EBITDA is a metric that every named executive officer can impact and therefore serves as an appropriate measure of company-wide performance.

The 2021 Adjusted EBITDA targets were:

The Company’s reported Adjusted EBITDA for 2021 was $407 million, or 98.1% of target, resulting in an 82% payout on the annual cash incentives. The payouts for the named executive officers were: Mr. Becker—$1.025 million; Mr. Krumm—$220,000 (representing a pro rata share of the target payout, given Mr. Krumm joined the Company in September 2021); Mr. Grunau—$246,000; Ms. Fike—$164,000; and Mr. Cebulla—$150,000.

Given the significant time and effort spent by certain key Company leaders during 2021 in connection with the acquisition of the Chubb Business, the Compensation Committee determined to pay transaction bonuses to certain Company employees, including payments of $75,000 and $100,000 to Ms. Fike and Mr. Grunau, respectively.

For Mr. Lydon, given his employment ended effective December 31, 2021 and pursuant to the terms of the Separation Agreement between Mr. Lydon and the Company, Mr. Lydon received severance payments in lieu of any payout under the annual incentive compensation program. See the “Executive Compensation—Potential Payments Upon Termination or Change in Control” section for additional detail.

LTI Awards

LTI Awards granted by the Compensation Committee are intended to align the financial interests of our executives with those of the stockholders of the Company. We believe that stockholders’ interests are best served by balancing the focus of executives’ decisions between short and long-term measures. We also believe that providing executives with opportunities to acquire significant stakes in the Company’s growth incentivizes and rewards executives for sound business decisions and high-performance team environments, while fostering the accomplishment of short- and long-term strategic objectives and improvement in stockholder value, all of which are essential to our ongoing success. We expect our executive officers and other key management personnel to be and remain stockholders in the Company.

LTI Awards are granted under the Equity Incentive Plan which was approved by our Board of Directors effective as of October 1, 2019 in connection with the closing of the APi Acquisition, or such other long-term incentive plans, programs and arrangements established and modified from time to time by the Compensation Committee. We expect any LTI Awards will be granted in the form of stock options, restricted stock units, performance shares or other forms of equity or long-term incentive as determined by the Compensation Committee and on terms to be specified by the Compensation Committee in its discretion. Our named executive officers are eligible to participate in our Equity Incentive Plan and any other long-term incentive plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee, in its sole discretion.

2020 Equity Awards

2021 LTIP

The Compensation Committee has adopted a 2021 executive compensation program including provisions relating toadopted by the awardCompensation Committee includes the grant of LTI grants.Awards. The Compensation Committee believes that named executive officer long-term compensation should be correlated with salary and short termshort-term incentive compensation. Accordingly, the Compensation Committee will useused a percentage of each named executive officer’s base salary to determine the value of the LTI awardAward to be granted to each named executive officer each year. The Compensation Committee also believes that the structure of LTI grantsAwards 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 awardsAwards will be subject to the achievement of three-year Company performance goals. Time-based awards may be awarded as part of a balanced approach to encourage retention and ensure that the Company’s compensation programs do not encourage excessive risk-taking.

Pursuant to the newly adopted executive compensation program, on February 15,For 2021, the Compensation Committee approved the grant of a mix of performance stock units and restricted stock units to the named

Benefits and Other Perquisites

We provide employees, including the named executive officers, with a range of employee benefits including life and health insurance, disability benefits and retirement benefits (as described below), that are designed to assist in attracting and retaining skilled employees critical to our long-term success, provide basic financial stability, and to be competitive with market practice.

Profit Sharing & 401(k) Plan

Most of our domestic employees, including our named executive officers, are eligible to participate in the Company’s tax-qualified Profit Sharing & 401(k) Plan (the “401(k) Plan”). Pursuant to the 401(k) Plan, employees may elect to contribute a portion of their current compensation to the 401(k) Plan, in an amount up to the statutorily prescribed annual limit. The 401(k) Plan provides the option for the Company to make matching contributions. Participants may also direct the investment of their 401(k) Plan accounts into several investment alternatives.

Other Benefits and Perquisites

We also provide each of our named executive officers with an executive term life insurance policy which provides a death benefit of $550,000 and an executive disability insurance policy which covers up to 75% of their base salary. In addition, we provide certain of our named executive officers with a car allowance.

Company matching contributions and cash profit sharing contributions allocated to named executive officers under the 401(k) Plan, premiums paid by the Company on the life and disability insurance policies on behalf of named executive officers and amounts paid by the Company for the car allowance for named executive officers are shown in the “All Other Compensation” column in the Summary Compensation Table for Fiscal 2019 in the “Executive Compensation” section.

Employee Stock Purchase Plan

Most of our domestic employees, including our named executive officers, are eligible to participate in the Company’s Employee Stock Purchase Plan (the “ESPP”). Sales of shares of our Common Stock under the ESPP

Severance

The Employment AgreementsArrangements provide that if an executive is involuntarily terminated without “cause” or terminates their employment for “good reason,” they shall be entitled to all previously earned and accrued but unpaid amounts of their base salary up to their termination date. Subject to certain conditions, such an executive (other than Mr. Cebulla) will also be entitled to severance pay as set forth in their Employment AgreementArrangement and described under the “Potential Payments Upon Termination or Change in Control” section below.

Clawback Policy

The Dodd-Frank Wall Street Reform and Consumer Protection Act (known as the “Dodd-Frank Act”), enacted in July 2010, required stock exchanges to adopt rules requiring listed companies to develop and implement a policy for recovery (i.e., clawback) of incentive-based compensation from executive officers in the event of the restatement of previously published financial statements resulting from a material accounting error, material noncompliance with financial reporting requirements or violations of U.S. securities laws. These rules have not yet been adopted.

The Equity Incentive Plan includes a clawback policy which allows the Company to recoup compensation, including any equity awards issued thereunder under certain circumstances, affording the Company significant flexibility to require recoupment in appropriate circumstances. The Compensation Committee will review, amend or adopt a clawback policy as necessary to ensure compliance with these regulations.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the disclosure set forth above under the heading “Compensation Discussion and Analysis” with management and, based on such review and discussions, it has recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement.

The Compensation Committee

Thomas V. Milroy, Chair

Anthony E. Malkin

Carrie A. Wheeler

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation toof our named executive officers for the fiscal years ended December 31, 2021, 2020 and 2019.

(11) Mr. Polovitz transitioned to a new role with a Company operating subsidiary effective June 2020.

Grants of Plan-Based Awards During 20202021

The following table below provides information regardingabout cash (non-equity) and equity and non-equity awards grantedincentive compensation awarded to our named executives during fiscal 2020.executive officers in 2021 including: (1) the range of possible cash payouts under our annual incentive compensation program; (2) the grant date of equity awards; (3) the number of time-based and performance-based restricted stock units granted; and (4) the grant date fair value of the time-based and performance-based restricted stock unit grants calculated in accordance with FASB ASC Topic 718. These awards are discussed in greater detail in this proxy statement under the caption “Compensation Discussion and Analysis.”