Carrie Wheeler - Director | APi Group (APG) Executive Profile & Compensation

About Carrie A. Wheeler

Independent director of APi Group Corporation since 2019; age 53. Serves on the Audit Committee and is designated an “audit committee financial expert” under SEC rules, with executive leadership experience as CEO (since 2022) and former CFO (2020–2022) of Opendoor Technologies, and prior private equity tenure as Partner and Head of Consumer/Retail at TPG (1996–2017). The Board has affirmatively determined she is independent under SEC and NYSE standards. In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings.

Past Roles

Organization	Role	Tenure	Committees/Impact
Opendoor Technologies Inc.	CEO; formerly CFO	CEO: 2022–present; CFO: 2020–2022	Executive leadership, finance and public markets execution experience
TPG Global	Partner; Head of Consumer & Retail Investing	1996–2017	M&A, financing, and public market transactions leadership
Privately held companies (e.g., J. Crew, Neiman Marcus Group, Petco Animal Supplies)	Former board member	Various	Consumer/retail board experience

External Roles

Company	Role	Status/Start	Notes
Opendoor Technologies Inc.	CEO and Director	CEO since 2022; Director (current)	Technology-enabled residential real estate
TKO Group Holdings, Inc.	Director	Current	Public company board
Dollar Tree, Inc.	Director	Former (within past five years)	Former public company board

Board Governance

Committees: Audit Committee member (not Chair); designated by the Board as an “audit committee financial expert.”
Independence: Board determined Wheeler is independent under SEC and NYSE listing standards.
Attendance: Board held seven meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings on which they served.
Engagement: Regular executive sessions held at Board and committee meetings; Audit Chair, Compensation Chair, and Nominating Chair preside over their respective executive sessions.

Committee	Membership	Chair Role	Financial Expert Status
Audit	Member	No	Yes (SEC “audit committee financial expert”)

Fixed Compensation

Component	APG Director Compensation Policy (2024)	Wheeler 2024 Amount	Notes
Annual cash retainer	$85,000 (payable quarterly)	$0	Directors may elect to receive cash retainer as equity; Wheeler’s cash was $0 in 2024
Committee member fee	$10,000 per committee	$0	Election available to receive fees as equity; Audit Committee member
Committee chair fee	$20,000 (Comp/Nominating); $25,000 (Audit)	N/A	Not a committee chair
Annual equity award (RSUs)	$145,000 grant-date value	$240,006 grant-date fair value	RSUs vest one year from grant; higher amount reflects equity election of cash retainer/fees
Vesting	One-year from grant date	One-year	Time-based RSU vesting and settlement

Performance Compensation

Performance Metric	Applies to Director Compensation?	Details
Financial/TSR/ESG metrics	No	APG director RSUs are time-based; annual RSUs vest and settle after one year; no performance conditions disclosed for directors

Other Directorships & Interlocks

Company	Sector/Relation to APG	Interlock/Conflict Notes
Opendoor Technologies Inc.	Residential real estate technology (consumer)	No APG-related transactions disclosed in proxy sections reviewed; Wheeler remains independent
TKO Group Holdings, Inc.	Sports/entertainment	No APG-related transactions disclosed in proxy sections reviewed; Audit Committee policy governs related party review
Dollar Tree, Inc. (former)	Discount retail	Former role; no APG interlock noted

Expertise & Qualifications

CEO and former CFO experience at a public company; prior private equity leadership (TPG Global).
Business assessment, M&A, financing, and public market transactions expertise.
Designated “audit committee financial expert” under SEC rules.

Equity Ownership

Ownership Element	Amount	Date/Status	Notes
Beneficially owned shares	32,010	Record date context within 2025 proxy	Listed under “Named Executive Officers and Directors”; less than 1% of outstanding common stock
Ownership % of common	<1% (denoted “*”)	As disclosed	“*” indicates <1%
RSUs outstanding	6,306	As of Dec 31, 2024	Aggregate RSUs for non-employee directors; Wheeler count shown
Stock ownership guideline	5x annual retainer within 4 years	Adopted 2022	All directors are in compliance with guidelines
Anti-pledging/hedging (context)	Policy oversight by Audit Committee	Ongoing	Audit Committee pre-approves related party transactions; proxy highlights governance practices

Governance Assessment

Positive signals: Independence; Audit Committee membership and SEC “financial expert” designation; ≥75% meeting attendance; equity-heavy compensation mix (2024: $240,006 stock awards; $0 cash), reinforcing alignment with shareholders.
Compensation structure: APG’s non-employee director pay emphasizes RSUs with one-year vesting; directors may elect equity in lieu of cash retainer/fees, which Wheeler did in 2024—minimizes fixed cash and increases at-risk value tied to share price.
Potential risks/considerations: Time-commitment risk given CEO role at Opendoor and service on another public board, mitigated by meeting attendance thresholds and independence verification.
Related-party/conflicts oversight: Audit Committee must pre-approve related party transactions and members cannot participate in reviews involving themselves; proxy sections reviewed do not describe Wheeler-specific related party transactions.
Contextual governance factor: Concentrated voting influence via irrevocable proxy agreements among certain directors to Sir Martin E. Franklin (non-independent), not directly related to Wheeler but relevant to overall board power dynamics.

RED FLAGS: None specific to Wheeler identified in proxy sections reviewed; monitor time-commitment due to external CEO role and any future related-party transactions; broader board context includes concentrated voting power via proxy arrangements to a non-independent director.