Ian Ashken
APi GroupAbout Ian G.H. Ashken
Independent director of APi Group since October 2019; age 64. Co‑founder and longtime senior executive of Jarden Corporation (Vice Chairman, President, CFO, Secretary), with deep finance and M&A credentials; designated “audit committee financial expert.” Current public boards include Nomad Foods and Element Solutions. Committees: Audit (Chair) and Nominating & Corporate Governance; independence affirmed under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jarden Corporation | Co‑founder; Vice Chairman; President; CFO; Secretary | 2001–2016 | Finance leadership, capital markets, M&A execution |
| Benson Eyecare Corporation | Vice Chairman and/or CFO | 1992–2000 | Financial management |
| Lumen Technologies, Inc. (lighting manufacturer) | Vice Chairman and/or CFO | 1992–2000 | Financial management |
| Bollé Inc. (eyewear) | Vice Chairman and/or CFO | 1992–2000 | Financial management |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Nomad Foods Limited | Director | Current | Public company director |
| Element Solutions Inc | Director | Current | Public company director |
Board Governance
- Committee assignments: Audit Committee Chair and member; Nominating & Corporate Governance Committee member .
- Independence: Board determined Ashken is independent under SEC/NYSE and governance guidelines; he is an audit committee financial expert .
- Attendance: Board held 7 meetings in 2024; all incumbent directors attended ≥75% of Board and committee meetings. Executive sessions held regularly; Audit executive sessions generally presided by Ashken as chair .
- Committee meeting cadence 2024: Audit (4), Compensation (3), Nominating & Corporate Governance (2) .
| Committee | Role | Meetings (2024) |
|---|---|---|
| Audit | Chair | 4 |
| Nominating & Corporate Governance | Member | 2 |
Notable governance dynamic: Sir Martin E. Franklin holds an irrevocable proxy to vote shares owned by Ian G.H. Ashken and James E. Lillie while Sir Martin serves as a director, centralizing voting control and potentially influencing governance outcomes despite director independence designations .
Fixed Compensation
| Component | Structure | 2024 Amount (Ashken) |
|---|---|---|
| Annual Cash Retainer | $85,000 cash (option to elect in equity) | $120,000 (includes committee/Chair fees) |
| Committee Member Fee | $10,000 per committee | Included in 2024 total |
| Committee Chair Fee | Audit Chair $25,000; Nominating/Comp Chair $20,000 | Audit Chair applicable |
| Annual Equity Award (RSUs) | $145,000 grant‑date value; vests at 1 year | $145,009 grant‑date value |
| Total 2024 Director Compensation | Cash + Equity | $265,009 |
Outstanding RSUs at 12/31/2024: 3,810 units . Director stock ownership guideline: 5x annual board retainer; all directors in compliance .
Performance Compensation
| Element | Performance Metric(s) | Vesting/Payout Terms | 2024 Details |
|---|---|---|---|
| Annual Director Equity (RSUs) | None (time‑based; no performance condition) | Vests and settles into common stock at 1‑year anniversary | Grant‑date value $145,009; time‑based vesting only |
No PSUs or options disclosed for non‑employee directors; director compensation is not tied to financial/ESG performance metrics .
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| Nomad Foods Limited | Director | External role; no APG transactional linkage disclosed |
| Element Solutions Inc | Director | External role; no APG transactional linkage disclosed |
| Voting arrangement | Sir Martin E. Franklin holds irrevocable proxy over Ashken’s APG shares for voting | Concentration of voting power; governance influence risk |
Expertise & Qualifications
- Designated audit committee financial expert; financially literate with qualifications to review financial statements .
- Deep capital markets, M&A, corporate governance, investor relations, and executive leadership experience from Jarden and prior public companies .
- Committee leadership experience (Audit Chair) overseeing ERM, financial reporting, internal audit, auditor oversight, and related‑party transaction pre‑approval policy .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 5,994,112 | Includes IGHA LLLP holdings, trust holdings, and jointly held shares |
| % of common stock outstanding | 2.2% | As of 3/21/2025 |
| RSUs outstanding (12/31/2024) | 3,810 | Director RSUs outstanding at year‑end |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; no pledging disclosed | Policy applies to directors |
| Ownership guidelines | Directors: ≥5x annual retainer; compliance status: in compliance | Board‑adopted 2022 |
Voting arrangement: Sir Martin E. Franklin may vote Ashken’s shares via the 2021 irrevocable proxy, including 5,762,102 IGHA LLLP shares, 32,010 trust shares, and 200,000 jointly held shares, consolidating voting influence at APG .
Insider Trades (recent)
| Item | Aug 11, 2025 | Aug 12, 2025 |
|---|---|---|
| Transaction code | S (Sale) | S (Sale) |
| Shares (A/D) | 19,450 (D) | 205,550 (D) |
| Price | $35.01 | $35.24 |
| Ownership after (select indirect) | 8,398,703 (Nancy & Ian Ashken Investment Trust LLLP) | 7,968,167 (same) |
Note: Filing footnotes indicate sales were under a Rule 10b5‑1 plan adopted by the Nancy & Ian Ashken Investment Trust LLLP .
Governance Assessment
- Board effectiveness: Ashken’s financial expertise and Audit Chair role strengthen oversight of financial reporting, ERM, auditor independence, and related‑party transaction screening; he’s recognized as an audit committee financial expert and presides over committee executive sessions—positive for investor confidence .
- Independence and attendance: Independence affirmed under NYSE/SEC; committee meeting cadence appropriate; overall Board and committee attendance thresholds met—no attendance red flags disclosed .
- Ownership alignment and incentives: Material equity ownership (~2.2% outstanding) and compliance with 5x retainer guideline align interests; director compensation mix balanced with cash retainer, committee fees, and time‑based RSUs—no performance‑linked director pay, consistent with market norms .
- Potential conflicts/related‑party exposure:
- Voting control: Sir Martin’s irrevocable proxy to vote Ashken’s shares concentrates voting power and may reduce functional independence in shareholder votes—monitor as a governance risk factor. RED FLAG .
- Advisory Services Agreement: $4,000,000 annual fee to Mariposa Capital (affiliated with Sir Martin) creates related‑party exposure; Audit Committee oversees related‑party transactions and pre‑approval; Ashken (Audit Chair) would be recused from any review where he is a related person under policy. Monitor oversight rigor and disclosure. RED FLAG context with mitigating controls .
- Compensation committee consultant independence: WTW provides both compensation consulting and significant other services ($3.8m) via separate business units; Compensation Committee determined no conflict—relevant to overall governance, though Ashken is not on Compensation. Neutral to Ashken’s role .
- Shareholder sentiment: Say‑on‑pay support at 98.5% (2024), indicating strong investor confidence in pay‑for‑performance program (for executives). Positive macro governance signal .
Overall: Strong audit oversight and material ownership are positives; concentrated voting proxy to Sir Martin and advisory fee arrangement are notable governance risks requiring continued monitoring and robust Audit Committee controls. Insider sales in 2025 were conducted under a 10b5‑1 plan, suggesting pre‑scheduled diversification rather than opportunistic trading.