Martin Franklin
APi GroupAbout Sir Martin E. Franklin
Sir Martin E. Franklin (age 60) has served on APi Group’s board since 2017 and as Board Co‑Chair since October 2019; he is not independent under NYSE rules due to an advisory services arrangement with Mariposa Capital, an entity he controls . He is a seasoned investor‑operator, Founder & CEO of Mariposa Capital, former Co‑Founder/CEO/Chair of Jarden Corporation, and currently chairs or co‑chairs several public companies, bringing deep M&A, capital markets, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jarden Corporation | Co‑Founder, CEO, Chair | 2001–2016 | Led large‑scale M&A and capital allocation; multi‑national CPG platform |
| Benson Eyecare Corporation | Chair/CEO (public co.) | 1992–2000 | Operating leadership across public companies |
| Lumen Technologies, Inc. (lighting manufacturer) | Chair/CEO (public co.) | 1992–2000 | Operating leadership across public companies |
| Bollé Inc. | Chair/CEO (public co.) | 1992–2000 | Operating leadership across public companies |
| Restaurant Brands International, Inc. | Director | 2014–2019 | Board oversight in global QSR |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mariposa Capital, LLC | Founder & CEO | 2013–present | Private investment office |
| Element Solutions Inc | Founder & Executive Chair | 2013–present | Specialty chemicals |
| Nomad Foods Limited | Co‑Founder & Co‑Chair | 2013–present | Leading European frozen food |
| Acuren Corporation (formerly Admiral Acquisition Limited) | Co‑Founder & Co‑Chair | 2022–present | Asset integrity services |
| Sweet Oak Parent, LLC (Royal Oak, Whole Earth Brands) | Chair & controlling shareholder | 2024–present | Consumer products platform |
Board Governance
- Role: Board Co‑Chair; not assigned to Audit, Compensation, or Nominating & Corporate Governance committees .
- Independence: Not independent because he controls the advisory‑fee recipient; CEO Russell Becker also not independent; Lead Independent Director is Thomas V. Milroy .
- Board meetings: 7 in 2024; all incumbents attended at least 75% of board and committee meetings; executive sessions held regularly, presided over by Co‑Chairs (Board) and by committee chairs (Audit: Ashken; Comp: Milroy; Nominating: Walker) .
- Committee composition: All three committees comprised solely of independent directors; meeting counts—Audit (4), Compensation (3), Nominating (2) in 2024 .
Fixed Compensation
| APG Non‑Employee Director Compensation Structure | Amount (USD) | Vesting/Terms |
|---|---|---|
| Annual cash retainer | $85,000 | Paid quarterly |
| Committee member fee | $10,000 | Annual |
| Committee chair fee (Nominating/Compensation) | $20,000 | Annual |
| Audit chair fee | $25,000 | Annual |
| Annual equity award (RSUs) | $145,000 grant‑date value | Vests at 1‑year anniversary |
| Election to take cash as equity | Available | Within annual equity award |
| 2024 Director Compensation – Sir Martin E. Franklin | Fees Earned (Cash) | Stock Awards (Grant‑Date $) | Total |
|---|---|---|---|
| Director compensation | — | — | — |
| Reason | Does not receive director pay due to Mariposa advisory arrangement |
| Advisory Services Agreement (Related Party) | Key Terms |
|---|---|
| Counterparty | Mariposa Capital, LLC (affiliate of Sir Martin) |
| Services | Corporate development/M&A, IR, strategic planning, treasury & other agreed services |
| Annual fee | $4,000,000, payable quarterly |
| Effective date & renewal | Effective Oct 1, 2019; auto‑renews for successive one‑year terms unless notice ≥90 days pre‑expiration |
| Termination | Only by a majority of APG directors; effective six months after term end |
Performance Compensation
| Director Equity | Instrument | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Standard non‑employee director grant | RSUs | $145,000 | 1‑year cliff | None (time‑based) |
| Sir Martin E. Franklin | RSUs | $0 | N/A | N/A |
- Anti‑hedging: Directors prohibited from hedging or monetization transactions on APG equity; policy applies to all directors and team members .
- Ownership guidelines: Independent directors must hold ≥5× annual retainer within 4 years; all directors in compliance (guidelines were adopted in 2022) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Nomad Foods Limited | Co‑Founder & Co‑Chair | External board network; governance oversight in food sector |
| Element Solutions Inc | Executive Chair | Specialty chemicals; financial/operations oversight |
| Acuren Corporation | Co‑Founder & Co‑Chair | Asset integrity services |
| Restaurant Brands International, Inc. | Former Director (2014–2019) | Prior QSR exposure |
- Voting interlock/control signals: Sir Martin holds sole voting power via an irrevocable proxy over shares owned by directors Ian G.H. Ashken and James E. Lillie (e.g., JTOO 5,288,734; Lillie 1,046,203; IGHA 5,762,102; Ashken trust 232,010), amplifying his influence beyond direct ownership .
Expertise & Qualifications
- Skill set: Long‑term strategy, equity/debt financing, large‑scale M&A execution, capital allocation, IR, governance, executive leadership, and financial acumen from multi‑national public company roles .
- Board leadership: Extensive chair/CEO experience across public companies complements APG’s strategic oversight needs .
Equity Ownership
| Beneficial Ownership (as of Mar 21, 2025) | Shares | % of Common |
|---|---|---|
| Sir Martin E. Franklin – Total | 30,754,803 | 11.1% |
| Breakdown of Beneficial Ownership | Shares |
|---|---|
| MEF Holdings, LLLP | 14,045,860 |
| Mariposa Acquisition IV, LLC (incl. 4,000,000 Series A pref. convertible 1:1) | 4,017,653 |
| JTOO LLC (voting controlled by Sir Martin via 2021 Proxy Agreement) | 5,288,734 |
| Shares held by James E. Lillie (voting controlled via proxy) | 1,046,203 |
| IGHA Holdings, LLLP (voting controlled via proxy) | 5,762,102 |
| Ian G.H. Ashken Living Trust (incl. 200,000 joint) – voting controlled via proxy | 232,010 |
| Brimstone Investments LLC | 362,241 |
| Additional pecuniary interest via MEF in Series A pref. held by Mariposa (2,304,000 common on conversion) | Disclosure of deemed interest |
- Shares outstanding used for % calc: 276,220,967 common; 4,000,000 Series A preferred (1 vote per share), as of record date .
Governance Assessment
- Independence & related‑party exposure: Sir Martin is not independent due to APG’s $4,000,000 advisory fee to Mariposa Capital (auto‑renewing; termination only by majority of directors), creating an ongoing conflict of interest and compensation channel outside standard director pay. RED FLAG .
- Influence/concentration: Beyond his 11.1% direct beneficial stake, Sir Martin holds sole voting power via an irrevocable proxy over substantial shares held by Ashken/Lillie entities, heightening control and potential board interlocks. RED FLAG .
- Committee insulation: Audit, Compensation, and Nominating committees are fully independent; Lead Independent Director (Milroy) chairs Compensation; committee meeting cadence maintained (Audit 4; Comp 3; Nom 2), mitigating non‑independent influence in key oversight areas .
- Attendance & engagement: Board held 7 meetings in 2024; all incumbents ≥75% attendance; regular executive sessions at Board and committee levels, supporting independent oversight .
- Shareholder signals: Say‑on‑pay support remained strong—98.5% (2024), 95.5% (2023), 96.5% (2022)—indicating broad investor confidence in compensation governance, though this pertains to executives rather than director pay .
- Policies: Anti‑hedging bans director hedging; director stock ownership guidelines (≥5× retainer within 4 years) reported in compliance—alignment tool for independent directors .
- Overall: Strong committee independence/lead independent structure and high shareholder support are positives; however, Mariposa’s advisory contract and proxy‑based voting control constitute material governance risks that can undermine perceived board independence and investor confidence. RED FLAG .