Thomas Milroy
APi GroupAbout Thomas V. Milroy
Thomas V. Milroy (age 69) is APi Group’s Lead Independent Director, serving on the Board since 2017 and chairing the Compensation Committee. He is the former CEO and Senior Advisor of BMO Capital Markets with extensive experience in finance, investment banking, M&A, risk assessment, and business development. His independence was affirmatively determined by the Board under SEC/NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Capital Markets | CEO; Senior Advisor | CEO 2008–2015; leadership roles 1993–2008 | Led major investment banking operations (finance/M&A/risk). |
| Tim Hortons Inc. | Director | 2013–2014 | Oversight at large consumer company. |
| Restaurant Brands International Inc. | Director | 2014–2018 | Governance/strategy at global QSR. |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Interfor Corporation | Director | Current | Public company director experience. |
| Admiral Acquisition Limited (now Acuren Corporation) | Director | Former, within past 5 years | Capital markets and transaction experience. |
Board Governance
- Lead Independent Director; independent under SEC/NYSE rules; presides over Compensation Committee executive sessions.
- Committee assignments: Chair – Compensation; not on Audit; not on Nominating & Corporate Governance.
- Committee meeting cadence (2024): Audit (4), Compensation (3), Nominating & Corporate Governance (2).
- Board meeting attendance: Board held 7 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings on which they served; executive sessions held at Board and each committee.
- Governance policies: majority voting; annual elections; mandatory retirement age 75; anti-hedging policy for directors; stock ownership guidelines for directors (≥5× annual retainer within 4 years; all directors in compliance).
Fixed Compensation (Director)
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Annual Cash Retainer | $85,000 | Payable quarterly; directors may elect to take retainer/fees in equity. |
| Committee Member Fee | $10,000 | Per committee membership annually. |
| Committee Chair Fee (Comp/Nom) | $20,000 | Compensation and Nominating chairs. |
| Committee Chair Fee (Audit) | $25,000 | Audit chair only. |
| Annual Equity Award (RSUs) | $145,000 grant-date value | Vests and settles in one year; optional election to include cash fees in equity. |
| 2024 Director Compensation (Milroy) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Thomas V. Milroy | $105,000 | $145,009 | $250,009 |
| RSUs Outstanding (12/31/2024) | Units |
|---|---|
| Thomas V. Milroy | 3,810 |
Performance Compensation (Director)
- No performance-based equity or bonuses disclosed for non-employee directors; annual RSUs vest based solely on time (one-year).
- Anti-hedging policy prohibits hedging or monetization of director equity.
Other Directorships & Interlocks
| Company | Relationship to APG | Potential Interlock/Conflict Assessment |
|---|---|---|
| Interfor Corporation | Unrelated sector (forestry/wood products) | No APG supplier/customer overlap disclosed in proxy; low apparent conflict. |
| Admiral Acquisition Limited / Acuren | Prior role | Not current; no APG related-party link disclosed. |
- Compensation Committee interlocks: Company discloses none; no interlocking relationships requiring SEC disclosure.
Expertise & Qualifications
- Senior-level financial services leadership (CEO/Senior Advisor) with expertise in corporate banking, M&A, risk, and strategy; public company board experience across multiple sectors.
- Not designated by APG as an “audit committee financial expert” (that status is disclosed for other directors), aligning his expertise with compensation/strategy oversight rather than technical accounting.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Thomas V. Milroy | 51,243 | * (<1%) | Includes direct/indirect holdings; RSUs are not counted as beneficial ownership until settled. |
- Director stock ownership guidelines: minimum holding value ≥5× annual Board retainer (≥$425,000), compliance affirmed for all directors.
- Anti-pledging/hedging: Hedging prohibited; no pledging disclosures for directors provided in proxy.
Compensation Committee Oversight and Advisor Independence
- Milroy chairs the Compensation Committee, which sets CEO goals/compensation, approves non-CEO Section 16 officer pay/equity, director pay, and incentive plan metrics (STI based on Adjusted EBITDA; LTI mix RSUs/PSUs for executives).
- Compensation consultant: Willis Towers Watson (WTW) advising since 2020; 2024 fees ≈$52,508 for comp consulting; separate WTW business units provided insurance/human capital services with ≈$3.8 million fees; Committee determined no conflict given structural separations/policies.
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval (%) |
|---|---|
| 2022 | 96.5% |
| 2023 | 95.5% |
| 2024 | 98.5% |
High approval rates indicate investor support for pay‑for‑performance alignment and compensation governance overseen by the Compensation Committee.
Related Party Transactions & Governance Context
- Advisory Services Agreement: Mariposa Capital (affiliated with Sir Martin Franklin, APG Co‑Chair) receives $4,000,000 annual fee; automatic one‑year renewals; termination only by majority Board vote; Sir Martin not independent under NYSE due to this relationship.
- Series B Preferred Stock conversion/repurchase and subsequent secondary offering (Blackstone/Viking) detailed; director nominated by Blackstone resigned immediately prior to execution of agreement.
- Audit Committee pre‑approves related party transactions; members are independent.
Governance Assessment
- Strengths:
- Lead Independent Director role separates leadership from executive management; robust executive sessions and majority voting standard; active committee oversight.
- Clear director compensation policy with modest cash retainer and standardized annual RSUs; ownership guidelines enforced; anti‑hedging in place.
- High Say‑on‑Pay support (95–99%) suggesting investor confidence in compensation oversight.
- Watch‑items:
- WTW multi‑line engagement: while the Committee concluded no conflicts, concurrent consulting and significant other services ($3.8M) merit ongoing independence monitoring.
- Advisory Services Agreement with Mariposa ($4M/year) centralizes strategic advisory influence outside management; requires continued independent Board scrutiny to mitigate perceived conflicts.
RED FLAGS
- None specific to Milroy identified in proxy: no related‑party transactions, hedging/pledging, attendance shortfalls, or compensation anomalies disclosed.
Note: Insider Form 4 trading data is not disclosed in the proxy; analysis limited to proxy-reported beneficial ownership and director compensation.