James Lillie
APi GroupAbout James E. Lillie
Independent Co-Chair of APi Group’s Board since October 2019; director since September 2017. Age 63. Former CEO of Jarden Corporation with deep experience in operations, finance, and large-scale M&A; recognized for capital allocation, investor relations, and corporate governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jarden Corporation | Chief Executive Officer | 2011–2016 | Led a multi-national CPG company; CEO perspective on strategy, financing, and M&A |
| Jarden Corporation | Chief Operating Officer | 2003–2011 | Operations leadership across global footprint |
| Jarden Corporation | President | 2004–2011 | Executive leadership; governance and IR exposure |
| Moore Corporation, Limited | Executive Vice President of Operations | 2000–2003 | Scale operations experience |
| Walter Industries, Inc. (KKR portfolio) | Executive Vice President of Operations | 1999–2000 | Portfolio-company operations discipline |
| World Color, Inc. (KKR portfolio) | Senior management roles (HR, manufacturing, finance, operations) | 1990–1999 | Cross-functional operating breadth |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Nomad Foods Limited | Director | Current | Listed among other public company boards |
| Acuren Corporation (formerly Admiral Acquisition Limited) | Director | Current | Listed among other public company boards |
| Tiffany & Co. | Director | Former (within past five years) | Former public board service |
Board Governance
- Board role: Co-Chair of APi Group’s Board; not a member of Audit, Compensation, or Nominating & Corporate Governance Committees per committee grid .
- Independence: Board affirmed Lillie’s independence under SEC/NYSE standards and Governance Guidelines .
- Lead Independent Director: Thomas V. Milroy serves as LID; separation of CEO and Co-Chairs maintained for oversight .
- Attendance: Board held seven meetings in 2024; each incumbent director attended at least 75% of Board and assigned committee meetings; majority attended the 2024 annual meeting .
- Executive sessions: Non-employee director executive sessions at each Board meeting (Co-Chairs preside); committee executive sessions led by respective chairs .
| Committee | 2024 Members | Chair | Lillie Assignment |
|---|---|---|---|
| Audit | Ian G.H. Ashken; Paula D. Loop; Carrie A. Wheeler | Ian G.H. Ashken | None |
| Compensation | Paula D. Loop; Thomas V. Milroy; Cyrus D. Walker | Thomas V. Milroy | None |
| Nominating & Corporate Governance | Ian G.H. Ashken; Anthony E. Malkin; Cyrus D. Walker | Cyrus D. Walker | None |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Equity Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|---|
| 2024 | 85,000 | — (no standing committee service) | 145,009 (RSUs valued at grant; vests in one year) | 230,009 |
- Non-employee director policy: Annual cash retainer $85,000; committee member fee $10,000; chair fees $20,000 (Comp/Nom-Gov) and $25,000 (Audit); annual RSU grant valued at $145,000 with one-year vest; option to elect cash retainer and committee fees in equity .
Performance Compensation
| Award Type | Grant Value | Vesting | Performance Metrics Tied to Award |
|---|---|---|---|
| Restricted Stock Units (Director) | $145,009 (2024 grant-date fair value) | RSUs vest and settle after one year | None disclosed for directors; awards are time-based |
Other Directorships & Interlocks
| External Board | James Lillie Role | Shared APG Network Interlock | Note |
|---|---|---|---|
| Nomad Foods Limited | Director | Yes – Sir Martin E. Franklin (APG Co-Chair) also co-founded/co-chairs Nomad Foods | Potential information flow via shared governance ties |
| Acuren Corporation | Director | Yes – Sir Martin E. Franklin co-chairs Acuren | Shared board relationships with APG Co-Chair |
Expertise & Qualifications
- Expertise includes CEO-level strategy, equity/debt financing, M&A execution, capital allocation, investor relations, corporate governance, and executive leadership .
- Operating depth across HR, manufacturing, finance, and operations within KKR-backed and public-company contexts .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | RSUs Outstanding (12/31/2024) | Ownership Guidelines Compliance |
|---|---|---|---|---|
| James E. Lillie | 6,334,937 | 2.3% | 3,810 | Directors expected to hold ≥5x retainer; all directors in compliance |
Breakdown (per footnote):
- 5,288,734 shares via JTOO LLC (Lillie 2015 Dynasty Trust as grantor) .
- 1,046,203 shares held directly by Mr. Lillie .
- Additional pecuniary interest may be deemed in 3,389 common and 768,000 shares issuable upon conversion of Series A Preferred held by Mariposa Acquisition IV, LLC (through JTOO’s interest) .
- Voting control: Sir Martin E. Franklin holds sole voting power over Lillie’s directly and indirectly owned shares pursuant to a January 5, 2021 irrevocable proxy agreement while Sir Martin serves as a director (2021 Proxy Agreement) .
Governance Assessment
-
Strengths
- Independent Co-Chair with CEO/COO/President track record; strong strategic and operating acumen supportive of board effectiveness .
- Significant beneficial ownership (~2.3%), RSUs outstanding, and compliance with stock ownership guidelines support alignment with shareholders .
- Board maintains separation of CEO and Co-Chairs; Lead Independent Director in place; regular executive sessions enhance oversight .
- Attendance meets minimum threshold; Board and committees conducted multiple meetings in 2024 (Board: seven; Audit: four; Compensation: three) .
-
Risks / RED FLAGS
- Concentration of voting power: Irrevocable proxy grants Sir Martin E. Franklin sole voting power over Lillie’s shares, which can dilute independent director influence and raise control concerns .
- Network interlocks: Shared directorships at Nomad Foods and Acuren with APG Co-Chair could create perceptions of aligned agendas or information asymmetry; monitor for related-party policy adherence .
- Not on standing committees: As Co-Chair, Lillie does not sit on Audit/Comp/Nom-Gov, limiting direct committee oversight influence .
Policy safeguards: Related party transactions reviewed/pre-approved by Audit Committee; enhanced independence standards applied; prohibitions on hedging/short sales; clawback policy for incentive-based compensation (officer-level) .
Notes
- Insider trades: Form 4 transactions are not disclosed in the proxy. If you want recent Form 4 activity for James Lillie (e.g., JTOO LLC or direct holdings), I can retrieve and tabulate it separately upon request .