UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

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)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS

July 2, 2020June 4, 2021

It is my pleasure to invite you to attend APi Group Corporation’s 20202021 Annual Meeting of Stockholders. The meeting will be held on August 13, 2020,July 14, 2021, at 9:30 a.m. (Eastern Time). The Annual Meeting will be held in a virtual-only format and information on the reasons for utilizing this format, as well as how to attend and vote at the Hilton Bentley Miami/South Beach, 101 Ocean Drive, Miami Beach, Florida 33139.meeting, are described below. At the meeting, you will be asked to:

Only stockholders of record as of the close of business on June 25, 2020May 17, 2021 may vote at the 20202021 Annual Meeting.

We currently intendthoughtfully considered whether to holdschedule 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, at a physical location. However,held virtually. We also considered the merits of announcing an in-person meeting with notice that we are actively monitoring the coronavirus, orCOVID-19, and are sensitive to the public health and travel concerns that our stockholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the 2020 Annual Meeting at a physical location, we will announce alternative arrangements for the meeting as promptly as practicable, which may include switchingmight move to a virtual meeting format or changingif circumstances merited such a move. Our conclusion was that it would be in the time, date or locationbest interests of the 2020Company and its stockholders to conduct the 2021 Annual Meeting. Any such change will be announced via press releaseMeeting virtually and that announcing the virtual format with the filing of additionalthe proxy materialsstatement 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 Securities and Exchange Commission (“SEC”).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 20202021 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 Statementproxy statement. This will not prevent you from voting your shares in person if you are present virtually at the 20202021 Annual Meeting.

Sincerely,

James E. Lillie

Co-Chair of the Board

Russell A. Becker

Chief Executive Officer

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 July 2, 2020.June 4, 2021.

Our proxy statement and annual report are available online at www.proxyvote.com.www.edocumentview.com/APG.

Table of Contents

PROXY STATEMENT

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON AUGUST 13, 2020JULY 14, 2021

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”) or shares of Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) of APi Group Corporation (the “Company,” “our,” “we” or “us”) that entitle you to vote at the 20202021 Annual Meeting of Stockholders (the “2020“2021 Annual Meeting”). Our Board of Directors (the “Board of Directors” or the “Board”) is soliciting proxies from stockholders entitled to vote at the 20202021 Annual Meeting. By use of the enclosed Proxy Card, you can vote even if you do not attend the 20202021 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 July 2, 2020.June 4, 2021.

Date, Time and Place of the 20202021 Annual Meeting

Unless we announce otherwise, weWe will hold the 20202021 Annual Meeting on August 13, 2020,July 14, 2021, at 9:30 a.m. (Eastern Time) at the Hilton Bentley Miami/South Beach, 101 Ocean Drive, Miami Beach, Florida 33139.in virtual format.

Our Board of Directors has fixed the close of business on June 25, 2020May 17, 2021 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the 20202021 Annual Meeting. Each stockholder will be entitled to one vote for each share of Common Stock or Series A Preferred Stock held as of the Record Date on all matters to come before the 20202021 Annual Meeting and may vote in person virtually at the meeting, via Internet or telephone or by proxy authorized in writing.writing, except as qualified below.

QUESTIONS AND ANSWERS ABOUT VOTING AT THE

20202021 ANNUAL MEETING AND RELATED MATTERS

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.

Beneficial Owners: If you are a beneficial owner of shares held in “street name,” a proxy card has been forwarded to you by your broker or other nominee. You have the right to direct your broker or other nominee on how to vote your shares by following the instructions on the proxy card, which generally provides four ways to vote:

A legal proxy is a written document that will authorize you to attend the 2021 Annual Meeting virtually as a “Stockholder” and to vote your shares held in “street name” at the 2021 Annual Meeting. Please see the information below for information on obtaining a legal proxy. If you attend the 2021 Annual Meeting as a Stockholder, you can follow the online instructions to vote your shares during the 2021 Annual Meeting.

If you vote on the Internet or by telephone, you do not need to return your proxy card. Internet and telephone voting for stockholders will be available 24 hours a day. Even if you plan to attend the 2021 Annual Meeting, 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 2021 Annual Meeting.

Participants in the employee benefit plans:

You have the right to direct your nominee(s) on how to vote your shares by following the instructions on the proxy card forwarded to you by your nominee(s), which generally provides three ways to vote:

Earlier Voting Deadlines for Participants in the Employee Benefit Plans. Because the ESOP’s trustee and the profit sharing plans’ trustee(s) will vote on your behalf, and in accordance with your directions, you will not be able to vote during the 2021 Annual Meeting and must vote by following deadlines:

To access the 2021 Annual Meeting, please visit www.meetingcenter.io/263306708 and log in using one of two options: (1) join as a “Guest” or (2) join as a “Stockholder.” The password for the meeting is APG2021.

To join as a Guest, you do not need to register in advance. When you log in, you will need to enter your email address and the password.

If you were a registered stockholder as of the Record Date, you may join the 2021 Annual Meeting as a Stockholder and do not need to register in advance to attend. When you log in, enter the password and the control number found on the proxy card, voting instruction form or other notice previously received in connection with the 2021 Annual Meeting.

If you were 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 with 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:

You will then receive a confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to www.meetingcenter.io/263306708 and enter your control number and the meeting password provided above.

If you were a participant in an employee benefit plan, you may join the 2021 Annual Meeting as a Guest only and do not need to register in advance to attend.

With that exception, anyone owning Common Stock or Series A Preferred Stock at the close of business on the Record Date may vote at the 2021 Annual Meeting. On the Record Date, we had 201,282,227 shares of Common Stock and 4,000,000 shares of Series A Preferred Stock issued and outstanding and entitled to be voted at (or prior to) the 2021 Annual Meeting. You may cast one vote for each share of Common Stock or Series A Preferred Stock held by you on the Record Date on all items of business presented in the Proxy Statement and at the 2021 Annual Meeting.

If you are a beneficial owner or a participant in an employee benefit plan, you may be able to elect to receive future annual reports or proxy statements by email. For information regarding electronic delivery of proxy materials for shares held in “street name” or in an employee benefit plan, you should contact your broker or other nominee.

The table below sets forth, for each proposal described in this Proxy Statement, whether a broker can exercise discretion and vote your shares absent your instructions and if not, the impact of such brokernon-vote on the approval of the applicable proposal:

We currently intend to holdchange your vote, revoke your proxy or, if you wish to cast your vote in person virtually at the 20202021 Annual Meeting, atobtain a physical location. However, weproxy to vote your shares.

If you are actively monitoring the coronavirus,a participant in an employee benefit plan, you may change your vote orCOVID-19, pandemic and are sensitive revoke your proxy by executing a new proxy bearing a later date, prior to the public health and travel concerns that our stockholders may have, as well as protocols that federal, state, and local governments may impose. If it is not possible or advisable to hold the 2020 Annual Meeting at a physical location, we will announce alternative arrangementsvoting cutoff date for the meeting as promptly as practicable, which may include switching to a virtual meeting format, or changing the time, date or location of the 2020 Annual Meeting. Any such change will be announced via a press release, which will be available at our website, www.apigroupcorp.com under Investor Relations, and filed as definitive additional soliciting materials with the SEC.applicable plan.

If you vote in advance and also attend the 20202021 Annual Meeting virtually, you do not need to vote again at the 20202021 Annual Meeting unless you want to change your vote. Written ballots will be available atPlease see the 2020 Annual Meetinginformation above under “How do I vote?” for stockholders as of the Record Date and the holders of legal proxies obtained from stockholders as of the Record Date.information on how to vote.

Beneficial owners who wish to vote in person must request a legal proxy from their broker or other nominee and bring that legal proxy to the 2020 Annual Meeting.

PROXY SUMMARY

Annual Meeting

Voting Matters and Board Recommendations

Overview and 2020 Financial Highlights

We are a market-leading business services provider of safety, specialty and industrial services in over 200 locations, primarily in North America and with an expanding platform in Europe. 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 leader to deliver innovative solutions to our customers.

We focus on growing our recurring revenue and repeat business 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.”

A summary of the 2020 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.

Executive Compensation Highlights

Since becoming a US issuer listed on the NYSE in April 2020, the Compensation Committee has developed a formalized executive compensation program, consistent with its compensation philosophy and market and peer based practices. Fundamentally, this program is designed to assure 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

Focus on Risk Management

Rigor in Goal Setting

As discussed in detail in “Compensation Discussion and Analysis,” in 2020 the Compensation Committee maintained a flexible approach to compensation for our executive officers for reasons relating to the COVID-19 pandemic and the Company’s continued transition and integration following the APi Acquisition. During 2020, executive officer base salaries were reduced once the wide ranging macroeconomic impacts of the pandemic began to emerge as part of a comprehensive approach to tightly align expense with the pandemic’s impacts. In some cases, these reductions were dramatic. They continued until the impact of the pandemic on the Company was better understood and were not fully restored until November of 2020. Based on the financial results achieved for 2020 and other factors outlined in “Compensation Discussion and Analysis,” the executive officers were awarded annual incentives at target amounts, where applicable, and consistent with historical practice for those without contractually enumerated targets. In addition, in 2021 a one-time stock award was made to three executive officers whose base compensation in 2020 had been dramatically reduced, beyond the level incurred generally by senior management level employees.

PROPOSAL 1—ELECTION OF DIRECTORS

Under our bylaws, directors are elected for aone-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, Anthony E. Malkin, Thomas V. Milroy, Lord Paul Myners, Cyrus D. Walker and Carrie A. Wheeler forre-election, each for aone-year term that will expire at the 20212022 Annual Meeting of Stockholders. 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 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.

CORPORATE GOVERNANCE

Overview

Prior to our domestication to Delaware on April 28, 2020 (the “Domestication”), we were incorporated with limited liability under the laws of the British Virgin Islands with ordinary shares (the “Ordinary Shares”) listed on the London Stock Exchange. Upon the Domestication, our Ordinary Shares were automatically converted, on aone-for-one basis, into shares of Common Stock and our Founder Preferred Shares (the “Founder Preferred Shares”) were automatically converted, on aone-for-one basis, into shares of Series A Preferred Stock. All references to our Ordinary Shares and Founder Preferred Shares refer to the equity of the Company prior to Domestication and all references to our Common Stock and Series A Preferred Stock refer to the equity of the Company following the Domestication. Our Common Stock began trading on the NYSE on April 29, 2020. Prior to the listing of our Common Stock on the NYSE, we were subject to and complied with the rules of the London Stock Exchange. In connection with our acquisition of APi Group, Inc. on October 1, 2019 (the “APi Acquisition”), we formed our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.

Meetings

During 2019,2020, the Board of Directors held a total of 75 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. We were not required to and did not hold anThree directors attended the 2020 annual meeting of stockholders in 2019.stockholders. It is the policy of the Board of Directors to encourage its members to attend our annual meeting of stockholders.

During 2019, we were not listed on the NYSE. However,2020 our Board did meet ingenerally held executive session from time to time. Generally, the Chairsessions, or meetings of the meeting presided over those executive sessions.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 as its lead independent director. Mr.director and he presides over executive sessions of the Board. Messrs. Ashken, Milroy will presideand Lord Myners generally presided over all futurethe executive sessions.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. On October 1, 2019, theOur 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.

standards as well as the Governance Guidelines which have been adopted by the Board. Under the NYSE governance standards, a director qualifies as independent if the Board affirmatively determines that the director has no 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. Ashken, Lillie, Milroy, Malkin and Walker and Ms. Wheeler are “independent” as that term is defined under the applicable rules and regulations of the SEC and the NYSE governance standards. Because Mr. FranklinSir Martin owns the entity which receives advisory fees from us, he is not independent under NYSE governance standards. As CEO of the Company, and of APi Group, Inc. prior to the APi Acquisition, 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

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 andpre-approves all audit andnon-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:

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

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 also 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, 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 formal executive compensation program, which has been implemented for 2021. The total fees paid to WTW for these services were approximately $158,000.

During 2020, our management also retained a separate business unit of WTW to provide insurance brokerage services to the Company. The total fees paid to WTW’s separate business unit with respect to services provided during 2020 (excluding services provided as compensation consultant as discussed above) were approximately $1.3 million. 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 retain araise any conflict of interest with WTW’s services as compensation consultant, duringtaking into account, among other factors, WTW’s policies and procedures relating to the fiscal year ended December 31, 2019.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.

Nominating and Corporate Governance Committee

Number of Meetings in 20192020:NoneOne

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 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. 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.

Advisory Services Agreement

On October 1, 2019, we entered into an Advisory Services Agreement with Mariposa Capital, LLC, an affiliate of Mr. Franklin.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 will terminate onwas through October 1, 2020 and has been and will in the future be automatically renewed for successiveone-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

The Company has agreed to provide Mr. Franklin,Sir Martin, Mr. Lillie, Mr. 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 APi Acquisition, subject to thecertain restrictions described in the paragraph above 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 foregoing agreement, on March 24, 2020, we entered into a registration rights agreement with Viking Global Opportunities Liquid PortfolioSub-Master LP (“Viking”), the beneficial owner of approximately 19.7% of our outstanding shares of Common Stock. Those shares were acquired by Viking in our initial public offering and the Warrant Financing. Pursuant to the registration rights agreement, we agreed that, subject to certain terms and conditions, (i) on or promptly after the one year anniversary of our becoming subject

file with the SEC in a timely manner all reports and other documents required of us under the Securities Act and the Exchange Act (at any time after we have become subject to such reporting requirements); (iii) furnish certain information as may be requested by Viking as to our compliance with the reporting requirements of Rule 144 under the Securities Act and (iv) cooperate with Viking’s reasonable requests to facilitate any proposed sale of shares in accordance with the provisions of Rule 144 under the Securities Act, including, without limitation, by providing opinions of counsel, to the extent required.

The registration rights agreement contains customary indemnities. Our obligations under the registration rights agreement will terminate on the earlier of (a) such time as all of the shares that may be registered under the agreement have been sold and (b) such time as all of such shares may be sold, transferred or otherwise disposed of in a single transaction without limitation under Rule 144.

Additional Stock Issuances to Mariposa Acquisition IV, LLC, Certain Directors and Executive OfficerCommercial Relationships

On October 1, 2019, in connection with the closing of the Warrant Financing,During 2020, we, issued and sold at $10.25 per share (i) 3,333,333 Ordinary Shares to Mariposa Acquisition IV, LLC, (ii) 8,333,333 Ordinary Shares to Viking Global Opportunities Liquid PortfolioSub-Master LP, (iii) 3,333 Ordinary Shares to Lord Paul Myners and (iv) 2,500 Ordinary Shares to Thomas V. Milroy and otherthen-non-founder directors Rory Cullinan and Jean-Marc Huët.

On October 1, 2019, in connection with the closing of the APi Acquisition, we issued and sold 59,500 Ordinary Shares at $10.25 per share to Thomas A. Lydon, Chief Financial Officer, for a total purchase price of $609,875.

Predecessor

Transactions with Lee Anderson, Sr.

Operating Leases

APi Group, Inc. andthrough certain of itsour subsidiaries, lease officeprovided fire safety and operating facilities necessary for the operationdust mitigation services to Royal Oak Enterprises, LLC (“ROE”), a manufacturer and distributor of our business from an entity owned by Lee Anderson, Sr. The terms of the leases run through December 2026. The leases provide that all taxescharcoal, fire logs and operating costs are to be paid by the lessee and we believe the rent is at fair market rates. APi Group, Inc. and its subsidiaries incurred rent expense of $650,932 for the nine months ended September 30, 2019, after which Mr. Anderson was no longer a related party.

Loans to Related Parties

APi Group, Inc. loaned $4.5 million during the nine months ended September 30, 2019 to Lee Anderson, Sr. under interest-bearing notes due on demand. The notes were unsecured and accrued interest at an annual rate of 2.25%. APi Group, Inc. received principal and interest payments of $4.6 millionproducts, in the nine months ended September 30, 2019. The loans were repaid in connection with the APi Acquisition, at which time there was $4.5 million inordinary course of business and on arm’s length terms. As consideration for our services, we received aggregate principal amount outstanding.

Director Compensation

From January 1, 2019 until October 1, 2019, we paid each of ournon-founder directors an annual fee of $75,000 and our then-chair, Lord Myners, an annual fee of $100,000.

In connection with the completion of the APi Acquisition, we adopted the followingOur non-employee director compensation policy:policy provides for the following compensation for our non-employee directors:

In addition, all of 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.

Lord Myners and Messrs. Ashken, Milroy, Malkin and Walker and Ms. Wheeler will be paid compensation for their respective services on our Board. Mr. FranklinSir Martin will 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. For his initial term as director, Mr. Lillie has elected to waive all compensation for service as a director.

The table below sets forth thenon-employee director compensation for the year ended December 31, 2019.2020. Mr. Becker, our CEO, is omitted from the table as he does not receive any additional compensation for his services as a director. For more information on Mr. Becker’s compensation, see “Executive CompensationCompensation.”.

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”.DIRECTORS.”

Julius J. ChepeyThomas A. Lydon has served as Chief InformationFinancial Officer of APi Group Corporation since the completion of the APi Acquisition on October 1, 2019, and previously served as Chief InformationFinancial Officer of APi Group, Inc. since February 2010.July 2014. Prior to joining APi Group, Inc., Mr. ChepeyLydon was VP Information Technologya partner at J.D. Irving Limited, a large private company with operationsKPMG, where he served for 28 years in various industriespositions of increasing responsibility. From 1995 to 1997, Mr. Lydon ran KPMG’s U.S. desk in Atlantic Canada, reporting directlySydney, Australia, and from 1999 to the owner. From 1998 to 2007,2001, he led KPMG’s internal audit practice in Minneapolis, Minnesota. In 2001, Mr. Chepey was the IT LeaderLydon became managing partner of Information Technology for M. A. Mortenson Company, a construction and development company based in Golden Valley, Minnesota, serving as Information Technology Director from 1998 to 2001,KPMG’s Des Moines, Iowa office and was promoted to Chief Information Officer in 2002.2009 as business unit partner in charge of audit for the Des Moines and Minneapolis offices. Mr. ChepeyLydon also serves on the board of Cristo Rey Jesuit High School, a Minneapolis non-profit.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, 2021. Prior to joining APi Group Corporation, Mr. Cebulla was the Interim Chief Financial Officer (from January 2020 through December 2020) and Vice President of Finance and Corporate Controller (from September 2017 to December 2019) for Tennant Company, a company that designs, manufactures, and markets cleaning solutions. Prior to that, 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. Cebulla began his career at Deloitte and Touche, LLP and is a certified public accountant – inactive.

Andrea M. Fike has served as Senior Vice President and General Counsel of APi Group Corporation since January 2020 and as Secretary since March 2020. Most recently, Ms. Fike was Executive Vice President and General Counsel for iMedia Brands, Inc. (f/k/a EVINE Live 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. 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. Grunauhas served as Chief Learning Officer of APi Group Corporation since the completion of the APi Acquisition on October 1, 2019, and previously served as Chief Learning Officer of APi Group, Inc. since January 2016. Mr. Grunau also previously served as Chief Operating Officer 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, he served as Chief Operating Officer of Health Payment Systems, a health care technology startup in which he was a founding investor. Mr. Grunau also served as a director of APi Group, Inc. from 2011 until the closing of the APi Acquisition. Mr. Grunau also serves on the boards of two private companies and previously served on the boards ofnon-profits.

Thomas A. Lydonhas served as Chief Financial Officer of APi Group Corporation since the completionis a Trustee of the APi Acquisition on October 1, 2019, and previously served as Chief Financial OfficerDunwoody College 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

COMPENSATION DISCUSSION & ANALYSIS

Overview

This Compensation Discussion and Analysis provides information regarding our executive compensation philosophy, programs and decisions for 20192020 for our named executive officers. For 2019,2020, our named executive officers are:were:

Prior to the completion of the APi Acquisition, we did not have any operations as our sole purpose was to acquire a target business. As such, we did not have any executive officers until the closing of the APi Acquisition at which time, the executive officers of APi Group, Inc. became our executive officers. Messrs. Becker, Lydon, Chepey, Grunau and Polovitz were executive officers of APi Group, Inc. during 2019 through the APi Acquisition on October 1, 2019. Upon completion of the APi Acquisition, each became executive officers of the Company. The APi Group, Inc. board of directors and management were responsible for all decisions regarding executive compensation prior to the date of the APi Acquisition.

(2)	Ms. Fike joined the Company in January 2020.

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

Compensation Philosophy and Objectives

Our Compensation Committee’s guiding principle when reviewing and determining executive compensation is to assure 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. Given that APi Group, Inc. was a closely-held, private corporation prior toDuring 2020, the APi Acquisition, it did not maintainCompensation Committee retained WTW as its compensation consultant, and with their assistance, developed a formal executive compensation program typical of public companies. We are currently inwhich has been implemented for 2021. This program is designed to further the process of developing an executive compensation program that furthers ourCompany’s compensation philosophy and objectives of maintaining atop-tier management team that is competitively compensated and promoting stockholder alignment. The program will also seekseeks to ensure that:

Overview of 2020 Performance

Our operational and financial performance in 2020 was significantly impacted by the COVID-19 pandemic. 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 us 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 projects due to the uncertainty of the impact of COVID-19 on their businesses. Reported net loss was $153 million, compared to a net loss of $153 million in the prior year

(Successor) and net income of $86 million in the period from January 1, 2019 through September 30, 2019 (Predecessor). The net loss in 2020 was primarily driven by a $197 million impairment charge related to goodwill and intangible assets, higher depreciation and amortization expense resulting from the mark-up of certain depreciable and intangible assets associated with the APi Acquisition, and the negative impact of the COVID-19 pandemic. Net income as a percentage of net revenues for the year ended December 31, 2020 was (4.3%) compared to (15.5%) for the 2019 Successor period and 2.8% in the 2019 Predecessor period. The change in 2020 was primarily attributable to improvements in gross margin resulting from a combination of a focus on project selection, targeted price improvements, project efficiencies and a favorable mix of services. Net cash provided by operating activities was $496 million, up $201 million from $150 million and $145 million of net cash provided by operating activities for the prior year (Successor) and the period from January 1, 2019 through September 30, 2019 (Predecessor), respectively, driven by the decline in revenues which changed in the mix and timing of demand for our services and working capital requirements. More specifically, a decrease in outstanding accounts receivable from rigorous collection efforts and a reduction in contract assets from a focused effort to improve the timeliness of invoicing, drove significant improvement in operating cash flow.

Management remained focused on our strategic priorities and driving margin expansion through our efforts to improve our mix of recurring service revenue, establishing a rigorous and disciplined project and customer selection process, driving organic growth through attracting new customers and increasing work from repeat customers, increasing demand for services, utilizing technology platforms to drive business process improvements, and executing on strategic M&A activities. Despite the negative impact from the pandemic, we made significant progress on these strategic priorities during 2020 as evidenced by our margin expansion and strong free cash flow.

Compensation Governance Practices

Our executive compensation governance practices are intended to support the needs of the business, drive performance, and ensure management alignment with the short- and long-term interests of our stockholders. Selected key policies embedded in our new executive compensation program are set forth below:

Executive Compensation Setting Process

Review of the Compensation Committee

Our Board of Directors has adopted a written Compensation Committee Charter that governs the responsibilities of the Compensation Committee. The Compensation Committee is responsible for, among other things, things:

peer group will includeincluded industry segment, revenues, profitability, market capitalization, and number of employees.employees, capital structure and a qualitative review of potential companies’ business fundamentals to ensure alignment with our company. Several companies were identified whose business models more closely align with the Company, but which have a larger revenue base. The approach taken by the Compensation Committee in selecting the primary peer group excluded these larger companies from the market data review but included them as “reference peers” for the purpose of providing qualitative data about program design for the Committee’s reference. The primary peer group is composed of the following companies: ADT, Inc.; Advanced Drainage Systems, Inc.; Cintas Corporation; Comfort Systems USA, Inc.; Dycom Industries, Inc.; EMCOR Group, Inc.; Flowserve Corporation; MasTec, Inc.; MYR Group, Inc.; Otis Worldwide Corporation; Primoris Services Corporation; Quanta Services, Inc.; Residio Technologies, Inc.; SPX Corporation; Tutor Perini Corporation; Watts Water Technologies, Inc., and; Xylem Inc. The reference peer group is composed of the following companies: Johnson Controls International PLC; Carrier Global Corporation, and; Jacobs Engineering Group, Inc. In addition to current market trends, the Compensation Committee will consider the primary peer group to inform pay decisions and both the primary and reference peer groups to inform executive compensation data and practices of this group of peer companies, as well as current market trends and practices generally.

Use of Outside Consultantsprogram design.

The Compensation Committee expects to retaincontinue to utilize outside compensation and benefits consultants from time to time to assist the Compensation Committee in designing management pay, compensation design and other related matters. The information from any outside consultant regarding pay practices at otherpeer companies will be provided toused by the Compensation Committee as a resource for theirin its deliberations forregarding executive compensation decisions and will be useful in at least two respects. First,determining the Compensation Committee recognizes that compensation practices must be competitive in the marketplace. Second, this marketplace information is one of the many factors that management and the Compensation Committee will consider in assessing thecompetitiveness as well as reasonableness and appropriateness of our executive compensation programs. Although at this time we do not intend to target executive compensation to any peer group median,a specific market percentile, we do intend to strive to provide a compensation package that is competitive in the market and rewards each executive’s performance infor executing the strategic and financial goals of the Company.Company for the long term benefit of our stockholders.

Role of Executives in Establishing Compensation

We expect our CEO to evaluate the individual performance and the competitive pay positioning of senior management members who report directly to the CEO, including the named executive officers. Our CEO can then make recommendations to the Compensation Committee regarding the target compensation, job leveling and grading for such named executive officers and other executive officers of the Company.

Components of the Executive Compensation Program

Prior to the APi Acquisition, the primary components of APi Group, Inc.’s executive compensation program consisted of base salary, annual cash incentive compensation and the opportunity to receive stock options. In connection with the APi Acquisition, our Board of Directors approved executive employment agreements for Messrs. Becker and Lydon and an offer of employment for each of Ms. Fike and Mr. Grunau (collectively, the “Employment Agreements”) 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. Although Messrs. Chepey

The Company’s 2020 executive compensation program contained three primary components: Base Salary; Annual Incentive Compensation, and Polovitz do not have formal employment or employment-related agreements with the Company, they will receive a base salary and may also receive (i) annual incentive compensation based on individual and/or Company performance and/or (ii) an LTI Award.Long-Term Equity Compensation. The Compensation Committee believes that a combination of these components provides thesethe named executive officers with a

In the first quarter of 2021, the Compensation Committee approved, and the Company implemented, a 2021 executive compensation program. As with the 2020 program, the 2021 executive compensation program is intended to attract and retain a high caliber of executive talent, align incentives with stockholder’s interests, and support the Company’s pay-for-performance philosophy. From time to time, the Compensation Committee may also approve discretionary awards to executives in connection with their initial employment or for extraordinary performance, a significant contribution to the Company’s strategic objectives or other retention or business purposes.

The Employment Agreements also provide for an initial long-term equity incentive grant (the “Initial Grant”) and aone-time cash transaction bonus for Messrs. Becker and Lydon relating tofollowing table summarizes the APi Acquisition which were granted and paid in 2019. Messrs. Becker and Lydon also received an additionalone-time cash transaction bonus from APi Group, Inc. as directed byprimary components of the sellers of APi Group, Inc. (the “Sellers”).2021 executive compensation program:

Base Salary

The Compensation Committee believes base salary, in combination with health, welfare and retirement benefits, serves to attract and retain high-quality executives needed to lead our complex business.business by providing 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. Any adjustments will be based on individual responsibilities and performance, internal pay equity, compensation history, executive potential and peer group and market based data.

During 2020, none of our named executive potential.

Pursuantofficers received any increase in base salary. Moreover, due to their respective Employment Agreements, Mr. Becker is entitled to a base salary of $1.25 million, Mr. Lydon is entitled to a base salary of $825,000 and Mr. Grunau is entitled to a base salary of $340,000, which amounts will be reviewed and may be adjusted annuallythe uncertainties presented by the Compensation Committee.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. Lydon, Chepey and Polovitz have currentand 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 they were fully restored. Prior to these reductions, the base salaries of $300,000our 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, $275,000, respectively.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 set at $400,000.

In addition, in 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 exceed 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; Mr. Lydon—$186,667; and Mr. Grunau—$173,250.

Annual Cash Incentive Compensation

2020 Annual Incentive

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

In light of these circumstances, the Compensation Committee chose to maintain a flexible approach to annual incentive compensation in 2020 and not to establish financial or other performance goals to determine 2020 incentives at a time when the pandemic and its impacts were emerging. Nevertheless, the Committee continued its ongoing review of the Company’s executive compensation program during 2020 with a goal of establishing a more formal executive compensation program for 2021, while temporarily maintaining this flexible approach to annual incentive compensation.

Consistent with this approach, in the first quarter 2021, the Committee examined the totality of the results delivered by the organization. As part of this review the Committee examined the financial and strategic results the Company had achieved during 2020, including progress on key business initiatives. In addition, however, given the extraordinary impacts of COVID-19 on economies and businesses, the Committee also focused on the effectiveness of the Company’s executives’ efforts to mitigate the impact of COVID-19. This included consideration of the rapid and proactive moves that the Company’s executives took to closely align expenses to demand, as the impacts of the COVID-19 pandemic emerged; the continual surveillance of these impacts and shifts in expense and demand side strategies in response to changes in impacts; the proactive and material (and in some cases dramatic) voluntary reductions in salary taken by the executive team; the proactive and comprehensive work to monitor federal, state and local developments in governmental orders and recommendations governing the conduct of essential work during various waves of the pandemic; and the vigilance to ensure that the Company maintained a sharp focus on the safety and wellbeing of its employees. The Compensation Committee’s view was that the executive team drove significant financial, strategic and operational achievement despite the negative economic impacts of COVID-19 in the Company’s markets; the incremental costs required to operate under state and local COVID-19 quarantines; and the diversion of management attention required to address the new operating conditions created by COVID-19. The Committee determined that the 2020 performance of the executive team demonstrated exemplary leadership and management skill under very difficult conditions. Based on this conclusion, the Committee awarded 100% of the cash incentive target opportunity established in Messrs. Becker’s and Lydon’s respective employment agreements, in the amounts of $1,250,000 and $825,000, respectively and Messrs. Chepey, Grunau, and Polovitz and Ms. Fike received annual cash incentives of $200,000, $300,000, $211,437, and $160,000, respectively.

2021 Annual Incentive

Consistent with the Company’spay-for-performance philosophy, and to promote alignment with stockholders’ interests, the 2021 executive compensation program is based on Company expects thatperformance. Under this program, Company executives have annual cash incentive targets represented by a portionpercentage of each named executive officer’s compensationtheir base salary. Cash incentives awarded will be based, at the discretion ofdetermined by the Compensation Committee, based on individual and/orthe achievement of annual performance goals, developed in the annual budget process and approved by the Compensation Committee.

For 2021, all our named executive officers (other than Mr. Chepey who left the Company performance. The Company expects that target payout opportunities under any annual cash incentive planin February 2021 and Mr. Polovitz who is no longer an executive officer of the Company) will be based on factors such as the Company’s performance and growth, achievement of specific financial goals and creation of stockholder value, a subjective determination of the executives’ past performance and expected future contributions to the Company and aggregate compensation of persons holding similar positions with comparable companies.

Pursuant to their respective Employment Agreements, Mr. Becker and Mr. Lydon are both eligible to receivefor an annual cash incentive award withopportunity as outlined below, based on the achievement of a target incentive opportunity equal to 100% of their annual base salary and a maximum incentive opportunity equal to 200% of their annual base salary, in each case subjectperformance goal tied to the performance metrics and targets to be established by the Compensation Committee. Messrs. Grunau, Chepey and Polovitz are also expected to participate in anyCompany’s annual cash incentive program established by the Compensation Committee. For 2019, each of Mr. Becker and Mr. Lydon were eligible to receive a full year cash incentive opportunity of $2.0 million and $150,000, respectively, provided that the Company achieves a minimum of $400.0 million of Adjustedadjusted EBITDA for fiscal 2019 (calculated in the same manner as used in connection with the closing of the APi Acquisition, and generally defined as EBITDA (net income attributable to APi Group, Inc. plus interest expenses, income taxes, depreciation and amortization), excluding the impact of certain additional items included in earnings). For 2019, pursuant to his Employment Agreement, Mr. Grunau received $275,000performance.

Amounts payable under the annual cash incentive program basedportion of the executive compensation plan will be subject to threshold (25% of target) and maximum (125%-200% of target) payouts for achievement of the performance goal at threshold and max levels, respectively. The premium payouts levels are: Messrs. Becker, Lydon, and Ms. Fike—200%; and Mr. Grunau – 125%. If performance is 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 will be calculated on Company performance for 2019. The Company did not achievea linear basis from the required Adjusted EBITDA target in 2019. As a result, neither Mr. Becker nor Mr. Lydon received any annual cash incentive compensation for 2019. In March 2020, Messrs. Grunau, Chepey and Polovitz received bonuses of $275,000, $250,000 and $200,000, respectively, to compensate them for their performance and contributions in 2019. No performance targets have been established for 2020.level.

executive officers. The restricted stock units represent 20% of the total target award amount and will vest ratably over three years, from the date of grant. The performance sharesstock units represent 80% of the total target award amount, assuming performance and vesting at target levels. The performance stock units will vest at threshold or other formstarget levels of equity25% or long-term incentive as100%, respectively, if the applicable performance goal is met at the corresponding threshold or target level. In the event the performance goal is met at the maximum level, a premium factor of 125% to 200% will apply. The performance goal is an adjusted EBITDA margin goal and the achievement of the goal will be determined by the Compensation Committee and on termsfollowing the three year performance period of January 1, 2021 through December 31, 2023. In addition, an adjusted consolidated net revenue performance goal must be met at the end of the three year performance period for any performance stock units to be specified byearned at the Compensation Committee in its discretion. All otherend of the performance period. The awards granted to the named executive officers willare as follows:

The premium factor to be made atapplied to the discretionaward to Messrs. Becker, Lydon, and Ms. Fike is 200%; and the premium factor to be applied to the award to Mr. Grunau is 125%. Each of the Compensation Committeeabove performance stock unit awards represents the target grant amount; actual shares earned at vesting, if any, may be higher or lower depending on terms and conditions approved by the Compensation Committee.level of performance achieved.

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’stax-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.

are generally made pursuant to offerings that are intended to satisfy the requirements of Section 423 of the Internal Revenue Code. The ESPP permits employees of the Company, including our named executive officers, to purchase Common Stock Purchase Plan” section below.at a discount equal to 85% of the lesser of (i) the market value of the Common Stock on the first day of the offering period, or (ii) the market value of the Common Stock on the purchase date, whichever is lower. Participants are subject to eligibility requirements and may not purchase more than 500 shares in any offering period or more than $10,000 of Common Stock in a year under the ESPP.

Other Compensation-Related Practices and Policies

Change in Control

The Employment Agreements (other than Ms. Fike’s) provide that if an executive is terminated either without “cause” (as defined in the Employment Agreements) or terminates their employment for “good reason” (as defined in the Employment Agreements) during thetwo-year period immediately following a “change in control” (as defined in the 2019 Equity Incentive Plan), they shall be entitled to certain payments and benefits. See the “Potential Payments Upon Termination or Change in Control” section below. We believe such change in control provisions serve the best interests of the Company and our stockholders by allowing our executives to exercise sound business judgement without fear of significant economic loss in the event they lose their employment with the Company as a result of a change in control. We also believe that such arrangements are competitive, reasonable and necessary to attract and retain key executives.

Severance

The Employment Agreements provide that if an executive is involuntarily terminated without “cause” or terminates their employment for “good reason”,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 will also be entitled to severance pay as set forth in their Employment Agreement 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 Company’s 2019 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

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the compensation to our named executive officers for the fiscal yearyears ended December 31, 2019, which includes compensation paid by APi Group, Inc. for the period from January 1, 2019 through September 30, 20192020 and by the Company for the period of October 1, 2019 through December 31, 2019. The APi Group, Inc. board of directors and management were responsible for all decisions regarding compensation prior to the APi Acquisition and the Company’s board of directors and management were responsible for all decisions regarding compensation following the APi Acquisition.

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

Pursuant to their respective Employment Agreements, Mr. Becker and Mr. Lydon were both eligible in 2020 to receive an annual cash incentive award with a target incentive opportunity equal to 100% of their annual base salary and a maximum incentive opportunity equal to 200% of their annual base salary, in each case subject to the performance metrics and targets to be established by the Compensation Committee. Pursuant to her offer letter, Ms. Fike was eligible to receive an annual cash incentive award with a target incentive opportunity of 40% of her annual base salary. Messrs. Chepey, Grunau, and Polovitz were also eligible to participate in any annual cash incentive program established by the Compensation Committee.

Pursuant to their respective Employment Agreements, beginning in 2021, Messrs. Becker and Lydon are entitled to annual time and/or performance based long term compensation awards under the Equity Incentive Plan and/or such other plans, programs or arrangements having a grant date value of not less than 400% and 185%, respectively, of their then current base salaries. The 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. All other awards granted to the named executive officers will be made at the discretion of the Compensation Committee on terms and conditions approved by the Compensation Committee.

The Employment Agreements with Messrs. Becker, Lydon and Grunau and Ms. Fike provide for severance payments under certain circumstances. See “ —Potential Payments Upon Termination or Change in Control” for additional information.

Outstanding Equity Awards at 20192020 Year End

The following table provides information concerning unvested restricted stock units held by each of our named executive officers as of December 31, 2019.2020.

Options Exercised and Stock Vested During 20192020

In connection with the consummation of the APi Acquisition on October 1, 2019, all outstanding unvested equity awards (which consisted of options to purchase APi Group, Inc. common stock) automatically vested and were settled in exchange for the right to receive an amount equal to the excess of the per share APi Acquisition consideration over the strike price of the application options and each was automatically cancelled and terminated. The following table provides information regarding vesting of restricted stock units and the compensation received byvalue realized on vesting of restricted stock units on an aggregated basis during the fiscal year ended December 31, 2020 for each of ourthe named

With respect to Messrs. Becker and Lydon, pursuant to his Employment Agreement, if employment should terminate as a result of the death or disability of the Executive, the Executive, or his estate, would be entitled to