Kristina Morton
APi GroupAbout Kristina Morton
Kristina M. Morton is Senior Vice President and Chief People Officer at APi Group, serving since February 2022; she was 50 years old as of the 2024 10-K, with prior 23-year experience at General Mills leading HR, supply chain and global operations, and degrees from University of St. Thomas (BA) and University of Minnesota (Master’s) . APi’s 2024 performance context under her tenure included record adjusted EBITDA of $893 million (+14.2% YoY) and EBITDA margin of 12.7% (+140 bps), with cumulative TSR value of a $100 initial investment at $341 versus peer group $289 in 2024 . Her compensation design is explicitly pay-for-performance: 100% of short-term incentive is tied to annual Adjusted EBITDA and 60% of long-term incentive is PSUs tied to three-year cumulative Adjusted EBITDA, aligning her incentives with value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Mills | Vice President, Human Resources, Supply Chain & Global Operations | 23 years | Led ~175 HR professionals supporting ~20,000 employees across 45 manufacturing facilities in U.S. and Europe; earlier roles in marketing, sales, supply chain |
Fixed Compensation
Multi-year compensation for Morton (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $397,211 | $475,000 | $520,000 |
| Bonus ($) | $107,000 | — | — |
| Stock Awards ($) | $1,600,017 | $712,530 | $790,530 |
| Non-Equity Incentive Plan Compensation ($) | $418,859 | $602,419 | $300,690 |
| All Other Compensation ($) | $16,896 | $32,061 | $43,995 |
| Total ($) | $2,539,983 | $1,822,010 | $1,655,215 |
Base salary set by Compensation Committee:
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary | $475,000; +5.6% YoY | $530,000; +11.6% YoY (SCT cash salary paid was $520,000) |
Note: Stock Awards reflect grant date fair value under ASC 718 and do not equal realized pay .
Performance Compensation
Short-Term Incentive (STI) — annual cash bonus design and outcomes:
| Item | 2023 | 2024 |
|---|---|---|
| Metric | 100% Adjusted EBITDA | 100% Adjusted EBITDA |
| Weighting (%) | 100% | 100% |
| Threshold ($) | $142,500 | $156,000 |
| Target ($) | $356,250 | $390,000 |
| Maximum ($) | $712,500 | $780,000 |
| Actual Payout ($) | $602,419 | $300,690 |
Long-Term Incentive (LTI) — PSUs and RSUs structure and grants:
| Item | 2023 | 2024 |
|---|---|---|
| Mix | 60% PSUs; 40% RSUs | 60% PSUs; 40% RSUs |
| PSU Metric | 3-year cumulative Adjusted EBITDA; payout 0–200% | 3-year cumulative Adjusted EBITDA; payout 0–200% |
| Grant Date | 2/27/2023 | 2/26/2024 |
| PSU Target (#) | 18,254 | 13,253 |
| RSU Granted (#) | 12,170 | 8,835 |
| PSU Grant FV ($) | Included in $712,530 total Stock Awards | $474,325 PSU FV (of $790,530 total) |
| RSU Grant FV ($) | Included in $712,530 total Stock Awards | $316,205 RSU FV (of $790,530 total) |
| Vesting | RSUs vest in equal annual installments over 3 years; PSUs vest based on 3-year performance period | RSUs vest ratably over 3 years; PSUs vest after 3-year period ending 12/31/2026 |
Equity Ownership & Alignment
Beneficial ownership and guidelines:
| Item | 2023 | 2025 |
|---|---|---|
| Shares Beneficially Owned (#) | 17,821 | 51,751 |
| % of Common Stock | <1% | <1% |
| Stock Ownership Guidelines (SVP) | 2x base salary; compliance expected within 4 years | All NEOs in compliance |
Outstanding equity awards (year-end snapshot):
2023 Year-End (as of 12/31/2023)
| Grant Date | Type | Units (#) | Value ($) |
|---|---|---|---|
| 2/27/2023 | RSUs (unvested) | 12,170 | $421,082 |
| 2/27/2023 | PSUs (threshold unearned) | 4,564 | $157,914 |
| 3/9/2022 | RSUs (unvested) | 51,356 | $1,776,918 |
2024 Year-End (as of 12/31/2024)
| Grant Date | Type | Units (#) | Value ($) |
|---|---|---|---|
| 2/26/2024 | RSUs (unvested) | 8,835 | $317,795 |
| 2/26/2024 | PSUs (threshold unearned) | 3,313 | $119,178 |
| 2/27/2023 | RSUs (unvested) | 8,113 | $291,825 |
| 2/27/2023 | PSUs (threshold unearned) | 4,564 | $164,149 |
| 3/9/2022 | RSUs (unvested) | 25,678 | $923,638 |
Stock vested:
| Metric | 2023 | 2024 |
|---|---|---|
| Shares Acquired on Vesting (#) | 25,679 | 29,735 |
| Value Realized on Vesting ($) | $583,427 | $1,144,561 |
Policies impacting alignment and selling pressure:
- Anti-hedging: executives and directors are prohibited from hedging or monetization transactions in APi equity .
- Ownership guidelines: SVPs must hold stock equal to 2x base salary; non-compliance limits ability to sell shares; all NEOs are currently in compliance .
- No excise tax gross-ups for change in control payments; no stock option repricing/exchanges without shareholder approval .
No specific pledging restrictions were disclosed in the cited proxy materials; no pledging by Morton was disclosed in the security ownership tables .
Employment Terms
- Executive Severance Policy (applies to Morton): outside change-in-control, cash severance 1.0x or 1.5x base salary based on tenure, plus target annual bonus, and 12 months insurance; in the one-year period post change-in-control, cash severance 1.5x base salary plus target annual bonus, 12 months insurance, and accelerated vesting of unvested RSUs/PSUs at greater of actual or target; double-trigger (requires CIC and qualifying termination) .
- Clawback: amended effective Aug 1, 2023 to recover excess incentive-based compensation from covered officers over prior three fiscal years in event of required accounting restatement, including stock-price/TSR-based awards via reasonable estimation .
Estimated benefits payable to Morton (company’s illustrations, assuming event dates as noted):
| Scenario | 2022 (Dec 31, 2022) | 2023 (Dec 31, 2023) | 2024 (Dec 31, 2024) |
|---|---|---|---|
| Cash Severance | $787,500 | $831,250 | $1,192,500 |
| Intrinsic Value of Equity (accelerated) | $1,449,028 | $2,829,588 | $2,666,564 |
| Insurance Benefits | $24,309 | $24,547 | $25,835 |
| Total (CIC termination) | $2,485,837 | $3,922,885 | $3,884,899 |
Investment Implications
- Strong pay-for-performance alignment: 100% of STI and 60% of LTI are tied to Adjusted EBITDA, directly linking Morton’s incentives to operating profit growth; APi delivered 2024 record adjusted EBITDA and margin expansion, supporting incentive credibility .
- Retention and selling pressure: Significant RSU vesting cadence (29,735 shares vested in 2024; 25,679 in 2023) and sizable unvested equity may create periodic supply; however, stock ownership guidelines and anti-hedging policies promote alignment and reduce speculative behavior .
- Change-in-control economics: Double-trigger protection with 1.5x salary plus target bonus and full equity acceleration indicates competitive protection; no excise tax gross-ups is shareholder-friendly .
- Ownership: Beneficial holdings rose to 51,751 shares in 2025 (<1%); combined with unvested equity, skin-in-the-game is meaningful for an SVP role and compliant with 2x salary guideline .
- Execution risk: With incentives concentrated in Adjusted EBITDA and three-year PSUs, underperformance on EBITDA could materially reduce realized pay, reinforcing discipline; conversely, strong EBITDA trends and positive TSR relative to peers in 2024 support favorable pay outcomes .