Cyrus Walker
APi GroupAbout Cyrus D. Walker
Independent director of APi Group Corporation since 2019; age 57. Chair of the Nominating and Corporate Governance Committee and member of the Compensation Committee. Background spans CEO and board roles across real estate, private equity, insurance, corporate governance, and executive leadership; currently Managing Director at Consello Group (2025–present). Board is majority independent and holds executive sessions each meeting; Walker presides over NomGov Committee executive sessions. Years of service on APG’s board: 2019–present.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dibble Group | Founder and CEO | 2018–2022 | Insurance brokerage and consulting leadership |
| Nemco Group, LLC | Co-CEO and other roles | 2000–2012 | Insurance brokerage and consulting leadership |
| OSI Benefits | Founder and CEO | 1995–2000 | Insurance brokerage consulting leadership |
| Discovery Land Company | Principal | 2022–2024 | Real estate developer/operator experience |
| Vistria Group | Operating Partner | 2022–present | Private equity operating experience |
| Fifth Down Capital | Strategic Advisor | 2023–2025 | Investment advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Consello Group | Managing Director | 2025–present | Advisory and investing platform |
| Starwood Credit Income Real Estate Trust | Director | 2023–present | Real estate credit |
| The Mather Group | Director | 2022–present | Investment advisory firm |
| Flores & Associates LLC (Vistria affiliate) | Director | 2022–present | Benefits administration |
| Kendra Scott | Director | 2021–present | Privately held jewelry company |
| Houlihan Lokey, Inc. | Director (public company) | — | Current public company board |
| Arbor Ralpha Capital Bioholdings Corp I | Former public company board | Within past five years | Former public board service |
Board Governance
- Independence: APG’s board is 78% independent; Walker is independent.
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation; executive sessions presided by committee chairs (Walker for NomGov).
- Meetings and attendance: Board held seven meetings in 2024; each incumbent director attended at least 75% of board and committee meetings.
- Committee activity: Audit (4 meetings), Compensation (3), Nominating & Corporate Governance (2).
- Governance standards: Majority voting for uncontested elections; director age limit 75; stock ownership requirements; clawback policy; regular executive sessions; independent lead director (Thomas V. Milroy).
- Related-party transaction oversight: Audit Committee pre-approves related-person transactions; conflicted members excluded from approvals.
Fixed Compensation
2024 non-employee director compensation (policy and Walker’s actuals):
| Component | Amount | Source/Notes |
|---|---|---|
| Annual cash retainer | $85,000 | Policy amount |
| Committee member fee | $10,000 | Per committee membership |
| Committee chair fee (NomGov) | $20,000 | Chair fee (NomGov/Comp = $20k; Audit = $25k) |
| Total fees earned (Walker) | $115,000 | Matches retainer + member + chair fees |
| Annual equity award (RSUs) | $145,000 value at grant | Vests at one-year anniversary |
| Walker 2024 stock awards (fair value) | $145,009 | FASB ASC 718 grant-date fair value |
| Walker 2024 total compensation | $260,009 | Cash + stock |
| Compensation election option | Available | Directors may elect to receive cash fees in equity |
Mix signal: Walker took cash fees (rather than electing all-equity), while some peers elected more equity (e.g., $240,006 stock awards and no cash shown), indicating moderate cash/equity balance for Walker.
Performance Compensation
| Item | Detail | Source |
|---|---|---|
| Director equity award structure | Time-based RSUs valued at $145,000; vest and settle on one-year anniversary | |
| Performance metrics tied to director pay | Not described for director awards; policy describes time-based vesting only |
Note: Adjusted EBITDA was the most important metric used for executive compensation in 2024; this disclosure pertains to NEOs, not directors.
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Houlihan Lokey, Inc. | Director | Current | Public company board; potential information flow benefits |
| Arbor Ralpha Capital Bioholdings Corp I | Former Director | Prior five years | Former public board service |
| Compensation Committee interlocks | None | 2024 disclosure | Company states no interlocking relationships for committee members (including Walker) |
Expertise & Qualifications
- Areas of expertise: Real estate, private equity, insurance, corporate governance, executive leadership (CEO and board director experience).
- Board-relevant qualities: Leadership, judgment, and multi-sector perspective cited by APG as reasons to nominate Walker.
- Committee leadership: Chairing NomGov positions Walker to influence board composition, governance guidelines, and committee assignments.
Equity Ownership
| Metric | Value | Date/Notes |
|---|---|---|
| Beneficially owned common shares (Walker) | 32,010 | As disclosed in security ownership table |
| RSUs outstanding | 3,810 | Aggregate RSUs outstanding at 12/31/2024 |
| Shares outstanding (common) | 276,220,967 | As of March 21, 2025 |
| Ownership as % of common | ~0.012% (32,010 / 276,220,967) | Less than 1%; consistent with table notation |
| Director stock ownership guideline | 5x annual retainer within 4 years | Adopted in 2022 |
| Compliance status | All directors compliant (including Walker) | Per proxy disclosure |
Governance Assessment
- Strengths:
- Independent director with governance leadership as NomGov Chair; direct influence over board composition and governance policy.
- Documented attendance compliance; Board held seven meetings, with executive sessions at each meeting; Walker presides over NomGov executive sessions.
- Ownership alignment: RSU grants annually; directors required to meet 5x retainer ownership; all in compliance.
- No compensation committee interlocks disclosed; Compensation Committee relies on independent consultant (WTW) for benchmarking.
- Watch items / potential conflicts:
- WTW provides other services to APG (~$3.8M in 2024) alongside compensation consulting; Compensation Committee determined no conflict and WTW independence, but dual-engagement warrants continued monitoring.
- Multiple external roles (PE operating partner, advisory/directorships) increase time commitments; APG’s NomGov evaluates willingness/ability to devote adequate time.
- RED FLAGS:
- Related-party transactions policy robust; no specific related-party transactions or pledge disclosures identified for Walker in the proxy. Oversight by Audit Committee with recusals for conflicted members.
- Majority voting standard, independent lead director, clawback policy, and ownership guidelines support investor confidence.
Overall implication: Walker’s committee leadership, independence, and compliance with ownership guidelines are supportive of board effectiveness. Monitoring is appropriate around consultant independence (given other WTW engagements) and time allocation across external roles, but the proxy’s disclosures and governance framework mitigate key risks.