Russell Becker
APi GroupAbout Russell Becker
Russell A. Becker is President and Chief Executive Officer of APi Group and has served as a director since October 2019; he was age 59 in the 2025 proxy and has led APi as CEO since 2004 after serving as President and COO from 2002–2004 . 2024 operating performance used adjusted EBITDA as the company-selected measure under PVP rules; APi delivered record adjusted EBITDA of $893 million in 2024, up 14.2% year over year, with EBITDA margin at 12.7% and a corporate goal of 13% by 2025 . The annual incentive plan paid out at 77.1% based on adjusted EBITDA performance of $872.4 million for plan purposes, translating to a $1,373,344 payout for Becker on a 125% of salary target . APi’s say‑on‑pay votes have shown strong support, with approval of 98.5% in 2024, 95.5% in 2023, and 96.5% in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| APi Group, Inc. | President & COO | 2002–2004 | Leadership of operations preceding CEO appointment |
| The Jamar Company (APi subsidiary) | Various leadership roles | 1995–2002 | Operational leadership in specialty services |
| Ryan Companies | Project Manager | 1993–1995 | Design-build project execution experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Liberty Diversified Industries | Director | 2017–2024 | Privately held paper/packaging/building products |
| Marvin Companies | Director | 2019–present | Privately held window and door manufacturer |
| Public company boards | None | — | “Other Public Co. Boards: None” for Becker |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,350,000 | $1,425,000 | $1,425,000 |
| All Other Compensation ($) | $53,705 | $60,506 | $55,210 |
All Other Compensation detail (2024):
- 401(k) profit sharing: $11,184; 401(k) cash match: $10,150; executive life & disability: $24,875; car allowance: $9,000; total: $55,209 .
Performance Compensation
Annual STI (Cash Incentive)
| Metric | Weighting | Threshold | Target | Maximum | Actual (Plan) | Payout Factor | CEO Target % of Salary | CEO Actual Payout |
|---|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 100% | $844.8 | $889.3 | $933.8 | $872.4 | 77.1% | 125% | $1,373,344 |
Notes:
- Company reported record adjusted EBITDA of $893.1 million for 2024, then applied policy adjustments to $872.4 million for incentive calculation .
Long-Term Incentives (Equity)
2024 LTI mix: 60% PSUs, 40% RSUs; 3-year vesting/performance; PSU metric: cumulative adjusted EBITDA dollars; payout range: 0–200% .
| Grant | Grant Date | Instrument | Shares | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|---|
| 2024 LTI | 2/26/2024 | PSUs (target) | 100,336 | $3,591,025 | 3-year performance period 1/1/2024–12/31/2026; payout 0–200% on cumulative adjusted EBITDA |
| 2024 LTI | 2/26/2024 | RSUs | 66,891 | $2,394,029 | Time-based, vest ratably over three years from grant |
Potential PSUs at max (disclosed for valuation): $7,182,051 for Becker at 200% of target .
PSU outcomes (2012–2024 cycles):
- 2022–2024 cumulative adjusted EBITDA: actual $2,417 million vs target $2,224 million; Becker payout 200% .
- 2022–2024 target share price PSUs: vest at target upon achievement of $30+ for 20 consecutive trading days; achieved Dec 27, 2023; shares vested March 9, 2025 .
Stock vested during 2024:
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| Russell A. Becker | 276,661 | $9,938,668 |
Multi-year Total Compensation
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | $1,350,000 | $5,400,052 | $1,898,100 | $53,705 | $8,701,857 |
| 2023 | $1,425,000 | $5,700,030 | $3,012,094 | $60,506 | $10,197,630 |
| 2024 | $1,425,000 | $5,985,054 | $1,373,344 | $55,210 | $8,838,608 |
Pay-versus-performance CAP and performance linkage (PEO):
| Year | CEO SCT Total ($) | CEO CAP ($) | GAAP Net Income ($mm) | Adjusted EBITDA ($mm) | Value of $100 TSR |
|---|---|---|---|---|---|
| 2020 | $1,742,994 | $4,880,625 | ($153) | $381 | $172 |
| 2021 | $8,027,508 | $11,514,717 | $47 | $407 | $244 |
| 2022 | $8,701,857 | $4,391,722 | $73 | $673 | $178 |
| 2023 | $10,197,630 | $21,082,748 | $153 | $782 | $328 |
| 2024 | $8,838,608 | $9,886,862 | $250 | $893 | $341 |
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Russell A. Becker | 3,362,905 | 1.2% |
Outstanding and unvested awards (as of Dec 31, 2024):
| Grant | Type | Units Not Vested | Market Value ($) | Notes |
|---|---|---|---|---|
| 2/26/2024 | RSUs | 66,891 | $2,406,069 | RSUs vest in equal annual tranches over 3 years |
| 2/26/2024 | PSUs (threshold) | 25,084 | $902,271 | 3-year performance (2024–2026) |
| 2/27/2023 | RSUs | 64,902 | $2,334,525 | Vests over 3 years |
| 2/27/2023 | PSUs (threshold) | 36,508 | $1,313,175 | Performance (2023–2025) |
| 3/9/2022 | RSUs | 17,333 | $623,468 | Vests over 3 years |
| 3/9/2022 | PSUs | 143,618 | $5,165,939 | Performance vest target/max achieved |
| 3/9/2022 | PSUs | 207,994 | $7,481,544 | 2022–2024 cycle, max performance achieved |
Ownership policies:
- Executive stock ownership guideline: CEO must hold 5× base salary; all NEOs are in compliance .
- Anti‑hedging policy: hedging or monetization transactions prohibited for executives and directors .
- Pledging: no pledging disclosure identified in the proxy; no evidence of pledged shares in disclosed tables and .
Insider selling pressure indicators:
- Significant RSU vesting in 2024 (276,661 shares; $9.94 million) could create liquidity events; monitor Form 4 activity around vest dates for sales .
Employment Terms
Key CEO severance terms (employment agreement):
- Outside change‑in‑control (CIC): if terminated without cause or resigns for good reason, Becker receives base salary for two years, 2× target annual bonus paid in two installments, prorated current-year bonus, unpaid prior-year bonus, and vested benefits .
- CIC double‑trigger: if terminated within two years following a CIC, entitled to severance plus accelerated vesting of equity per plan terms; company policy does not permit single-trigger severance .
Potential payments (as of 12/31/2024):
| Scenario | Cash Severance ($) | Intrinsic Value of Equity ($) | Insurance Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause / good reason (no CIC) | $8,193,750 | — | — | $8,193,750 |
| Death or disability | $1,781,250 | $17,343,151 | — | $19,124,401 |
| Termination without cause / good reason in connection with CIC | $8,193,750 | $23,132,559 | $40,093 | $31,366,402 |
| Change in control (equity acceleration per agreements) | — | $5,364,062 | — | $5,364,062 |
Other governance practices affecting employment terms:
- Clawback policy: effective Aug 1, 2023, recovery of excess incentive-based compensation for Section 16 officers over prior three years in event of required accounting restatement, per SEC/NYSE final rules .
- No excise tax gross‑ups; hedging prohibited; stock option repricing requires shareholder approval .
Board Governance
Board service: Becker is a director since 2019 and is not independent; he does not serve on board committees . APi separates CEO and board leadership with Co‑Chairs, maintains an independent lead director, and conducts executive sessions during each board meeting with non‑employee directors in attendance; committees are independent . This separation mitigates dual-role concerns (CEO/director), supports board independence, and provides oversight of compensation via the Compensation Committee .
Committee structure (board snapshot):
| Director | Independent | Audit | Compensation | Nominating & Governance |
|---|---|---|---|---|
| Russell A. Becker | No | — | — | — |
| Independent committees/lead director; executive sessions each meeting |
Say‑on‑Pay and shareholder feedback:
| Year | Say‑on‑Pay Approval |
|---|---|
| 2022 | 96.5% |
| 2023 | 95.5% |
| 2024 | 98.5% |
Director Compensation and Ownership
Independent director stock ownership guideline: 5× annual board retainer within 4 years; all directors are in compliance . Non‑employee director RSU balances as of Dec 31, 2024 are disclosed; Becker is an employee director and does not have director RSUs .
Compensation Peer Group (Benchmarking)
2024 peer group used to inform compensation design and levels (not strict benchmarking): ADT, ABM Industries, Aramark, Cintas, Clean Harbors, Comfort Systems USA, Ecolab, EMCOR Group, Jacobs, Otis Worldwide, Resideo, The Brink’s Company, Waste Connections, Xylem; reference peer: Johnson Controls; ASGN removed from peer group in 2024 . The Compensation Committee engaged WTW as independent consultant for market practices and program design .
Equity Incentive Design Details
- 2024 LTI target values: CEO LTI set at 420% of base salary; total grant date fair value $5,985,054; PSUs $3,591,025 and RSUs $2,394,029 .
- PSU metrics: cumulative adjusted EBITDA dollars over 3 years; payout 0–200%; determination post‑performance period .
- Special note: 2022 target share price PSUs vested upon $30+ for 20 consecutive trading days achieved Dec 27, 2023; vested Mar 9, 2025 .
Risk Indicators & Red Flags
- Clawback implemented and aligned with SEC/NYSE rules .
- Anti‑hedging in place; no pledging disclosure observed in proxy .
- No single‑trigger CIC severance; no excise tax gross‑ups; option repricing requires shareholder approval .
- Related party advisory agreement with Mariposa Capital (affiliate of Co‑Chair Sir Martin E. Franklin) for $4,000,000 annually with auto‑renewal; governance consideration for board oversight and independence .
Investment Implications
- Strong alignment via high at‑risk pay tied to adjusted EBITDA and multi‑year PSU metrics; CEO LTI at 420% of salary and PSUs at 60% of LTI suggest meaningful sensitivity to long‑term operating performance .
- Retention: substantial unvested RSUs/PSUs and multi‑year vesting/performance periods provide retention hooks; CEO’s 2022–2024 PSU cycle paid at max, signaling execution on long‑term targets; monitor sustainability of EBITDA trajectory into the 2024–2026 PSU window .
- Trading signals: large RSU vest in 2024 ($9.94m realized) can create periodic selling pressure; monitor Form 4s around vesting dates; no pledging disclosed, reducing forced‑sale risk in market stress .
- Change‑in‑control economics: double‑trigger severance with meaningful equity acceleration could influence takeover negotiations and management incentives; no single‑trigger or excise gross‑ups, moderating entrenchment concerns .
- Governance and shareholder support: separate board leadership, independent committees, and high say‑on‑pay approval (>95%) reduce governance friction and suggest investor acceptance of pay‑for‑performance framework .