API GROUP CORP (APG)
Sector: Industrials
2026 Annual Meeting Analysis
API GROUP CORP · Meeting: May 15, 2026
Directors FOR
7
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Sir Martin is the active CEO of Mariposa Capital and sits on three other public company boards (Nomad Foods, Element Solutions, and TIC Solutions), exceeding the policy limit of two outside board seats for a sitting CEO, and his affiliated entity receives $4 million per year from APG, creating a financial relationship that undermines independence.
Mr. Malkin is the active Chairman and CEO of Empire State Realty Trust (a public company) and also serves as a director of APG, meaning he holds two public company board seats as a sitting CEO, which meets the policy's overboarding threshold for sitting CEOs.
For Analysis
Mr. Lillie holds two outside public company board seats (Nomad Foods and TIC Solutions), which is within the limit for a non-CEO director; APG's 3-year total shareholder return of +186% vastly outperforms the disclosed compensation peer group median of +59%, so the TSR trigger does not fire; he attended at least 75% of meetings and brings extensive CEO and M&A experience.
Mr. Ashken holds two outside public company board seats (Nomad Foods and Element Solutions), within the non-CEO director limit; APG's strong 3-year outperformance of +127 percentage points above peer median clears the policy threshold; he chairs the Audit Committee and has confirmed financial expertise as a former CFO.
Mr. Becker serves only on APG's own board with no outside public company board seats, so overboarding is not a concern; APG's 3-year total shareholder return of +186% outperforms the compensation peer group median by +127 percentage points, well above the 65-percentage-point threshold needed to trigger a concern; he brings deep operational expertise as the company's long-tenured CEO.
Ms. Loop holds two outside public company board seats (Fastly and Robinhood Markets), within the non-CEO director limit; APG's 3-year outperformance versus the peer group is +127 percentage points, far exceeding the policy threshold; she is a former PwC assurance partner with confirmed financial expertise appropriate for her Audit Committee role.
Mr. Milroy holds one other public company board seat (Interfor Corporation), well within the non-CEO director limit; APG's strong TSR outperformance versus peers clears the policy threshold; as Lead Independent Director and Compensation Committee Chair with a capital markets background, he brings relevant governance and financial experience.
Mr. Walker holds one other public company board seat (Houlihan Lokey), within the non-CEO director limit; APG's 3-year total shareholder return outperforms the peer group median by +127 percentage points, well above the 65-percentage-point trigger threshold; he is not a sitting public-company CEO and brings relevant executive and governance experience.
Ms. Wheeler holds one other public company board seat (TKO Group Holdings), within the non-CEO director limit; APG's strong 3-year TSR outperformance versus peers clears the policy threshold; she brings CEO and CFO experience from a public company and has confirmed financial expertise appropriate for her Audit Committee role.
Vote FOR seven of nine directors. Vote AGAINST Sir Martin E. Franklin because he is a sitting CEO who already holds three outside public company board seats, exceeding the two-board limit for sitting CEOs, and his affiliated company receives $4 million per year from APG. Vote AGAINST Anthony E. Malkin because he is a sitting public-company CEO (Empire State Realty Trust) who holds APG as a second outside board seat, meeting the overboarding threshold. All other directors pass TSR, attendance, qualification, and independence screens; APG's 3-year total shareholder return of +186% outperforms the disclosed peer group median by +127 percentage points, far above the 65-percentage-point threshold required to trigger concerns.
Say on Pay
✓ FORCEO
Russell A. Becker
Total Comp
$10,450,517
Prior Support
97.2%%
The CEO's total reported pay of $10.45 million is reasonable for the head of an $18 billion industrial services company with record Adjusted EBITDA of $1.04 billion in 2025. The pay program is well-structured: the majority of compensation is variable and performance-linked (60% of long-term equity awards are performance stock awards tied to cumulative Adjusted EBITDA over three years, and the annual cash bonus is 100% tied to Adjusted EBITDA), with the 2025 short-term bonus paying out at 142% of target and the 2023–2025 performance stock awards vesting at 186% of target — both reflecting genuine outperformance against pre-set goals. APG's 3-year total shareholder return of +186% dramatically outperforms the compensation peer group median of +59%, confirming that above-target incentive payouts are aligned with strong shareholder outcomes; prior year Say on Pay support was 97.2%, well above the 70% threshold.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
7 yrs
Audit Fees
$10,996,000
Non-Audit Fees
$3,178,000
KPMG has audited APG since 2019 — a tenure of approximately seven years, well below the 25-year threshold that would raise independence concerns. Non-audit fees (audit-related fees of $2,913,000 plus tax fees of $265,000 totaling $3,178,000) represent about 29% of audit fees of $10,996,000, comfortably below the 50% threshold. KPMG is a Big 4 firm appropriate for a company of APG's size and complexity, and no material financial restatements have been disclosed.
Overall Assessment
The 2026 APG annual meeting ballot is largely straightforward: Say on Pay earns a FOR given strong pay-for-performance alignment and a 97.2% prior-year approval rate, KPMG ratification is clear with a short tenure and low non-audit fee ratio, and most directors pass all policy screens against a backdrop of exceptional 3-year stock performance (+186%, outperforming the peer group by +127 percentage points). The two AGAINST votes on director elections are driven by overboarding concerns — Sir Martin Franklin as a sitting CEO with three outside public board seats (plus a $4M annual advisory fee relationship with APG) and Anthony Malkin as a sitting public-company CEO holding APG as a second outside board seat.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing