Louis Lambert

About Louis Lambert

Louis B. Lambert, age 49, is Senior Vice President, General Counsel and Secretary of APi Group, serving in this role since July 2022. He holds a JD from Rutgers School of Law—Newark and a BA from the University of Michigan, and previously held senior legal roles at Polaris Inc., 3M, and General Mills, and began his career at Faegre & Benson (now Faegre Drinker) in corporate finance . APi’s 2024 performance context for incentive alignment: Adjusted EBITDA reached a record $893 million (+14.2% YoY) with EBITDA margin at 12.7% (+140 bps), and the company’s PVP TSR metric indicates a $100 investment would be worth $341 as of 2024; APi’s compensation programs tie executive pay to these outcomes via Adjusted EBITDA-driven annual and long-term incentives .

Past Roles

Fixed Compensation

• 2024 base salary increased 10% to $550,000 from $500,000 in 2023 .
• 2024 “All Other Compensation” detail (selected items): 401(k) profit sharing $11,184; 401(k) match $10,150; executive life & disability $11,454; annual executive physical $1,900; car allowance $9,000; total $43,688 .

Performance Compensation

Annual (Short-Term) Incentive – 2024

• Structure: 100% based on Adjusted EBITDA; payout range 0–200% of target; threshold payout at 40% .
• Company results used for STI: Adjusted EBITDA targets and outcome below; payout factor 77.1% .

• Lambert’s 2024 STI parameters and payout:
  • Base salary for STI purposes: $550,000
  • Target STI as % of base: 75%
  • Payout factor: 77.1%
  • Actual STI paid: $318,038

Long-Term Incentives (LTI)

• Mix and metrics: 60% PSUs and 40% RSUs; PSUs based 100% on cumulative Adjusted EBITDA dollars over a 3-year period; RSUs vest ratably over 3 years; PSU payout range 0–200% .

2024 LTI awards (granted 2/26/2024):

• Vesting/performance:
  • RSUs: equal installments on the first, second, and third anniversaries of the grant date .
  • PSUs (2024 grant): performance period Jan 1, 2024 – Dec 31, 2026; earned/vest at period end based on cumulative Adjusted EBITDA .
• 2022–2024 PSU program: Lambert did not receive the 2022–2024 PSU award; that cycle applied to CEO and then-Interim CFO .

Stock vested during 2024:

Equity Ownership & Alignment

• Beneficial ownership: 7,719 shares; represents <1% of outstanding shares .
• Stock ownership guidelines: SVP level at 2x base salary; compliance required within 4 years; all NEOs are in compliance .
• Hedging/pledging policy: Hedging is prohibited; placing APi securities in a margin account or pledging as collateral requires pre-approval (written notice and documentation provided to Compliance Officer at least two business days prior) .
• Pre-clearance: Reporting officers must pre-clear transactions and 10b5‑1 plans with the Compliance Officer .

Outstanding equity awards (as of Dec 31, 2024):

Notes: Market values computed at $35.97 per share (12/31/2024 close) per proxy methodology .

Employment Terms

• Role start and background: Senior Vice President, General Counsel and Secretary since July 2022; previously VP & Assistant GC at Polaris; earlier roles at 3M, General Mills; JD Rutgers; BA University of Michigan .
• Severance and change-in-control (Executive Severance Policy):
  • Without cause/for good reason outside CoC window: 1.0x or 1.5x base salary (based on tenure), target bonus, and continued insurance coverage for 12 months .
  • Double-trigger within one year post-CoC: 1.5x base salary, target bonus, 12 months insurance, and accelerated vesting of RSUs/PSUs at greater of actual or target .
• Estimated payments (as of Dec 31, 2024): | Scenario | Cash severance ($) | Insurance benefits ($) | Intrinsic value of equity ($) | Total ($) | |---|---:|---:|---:|---:| | Termination without cause/for good reason (not in connection with CoC) | 1,237,500 | 17,125 | — | 1,254,625 | | Death or disability | — | — | 2,132,086 | 2,132,086 | | Termination without cause/for good reason in connection with CoC | 1,237,500 | 17,125 | 2,534,194 | 3,788,819 | | Change in control (no termination) | — | — | 1,147,443 | 1,147,443 |

Other governance features affecting incentives and trading:

• Clawback policy for performance-based compensation .
• Anti-hedging policy (no hedging or monetization transactions) .
• 401(k) & Profit Sharing participation; ESPP available (15% discount structure and limits) .

Investment Implications

• Pay-for-performance alignment: Lambert’s 2024 STI paid at 77.1% of target entirely on Adjusted EBITDA, demonstrating formulaic linkage to financial performance, while his LTI is majority PSU with a 3-year cumulative Adjusted EBITDA target and 0–200% payout range—both pointing to multi-year value creation incentives .
• Retention and potential selling pressure: Multiple RSU grants vest annually over three years, and PSUs cliff-vest at cycle end; this creates periodic liquidity events but is mitigated by pre-clearance requirements and anti-hedging rules; pledging requires prior approval, reducing inadvertent forced selling risk .
• Ownership alignment: Direct beneficial ownership is modest at 7,719 shares (<1%); however, stock ownership guidelines require and indicate compliance at 2x salary for SVPs, and outstanding RSUs/PSUs provide continued alignment through unvested equity .
• Change-in-control economics: Double-trigger structure (1.5x salary plus target bonus, benefits, and accelerated equity at greater of actual/target) balances retention with shareholder alignment without excise tax gross-ups (a governance positive noted in compensation practices) .
• Company performance context: 2024 performance—a record $893 million Adjusted EBITDA (+14.2% YoY) and margin expansion to 12.7%—supports the design of EBITDA-centric incentives; APi’s TSR progression per the PVP table provides additional context for long-term alignment .