Filed by the Registrant    ☒

Filed by a Party Other than the Registrant    ☐

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under § 240.14a-12

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

February 11, 2022

Dear stockholders:

On behalf of the Board of Directors, I want to thank you for your continued interest in and support of ABM Industries Incorporated. Grounded in our values and guided by our purpose – to take care of the people, spaces and places that matter most – 2021 was a landmark year for ABM.

Through the ongoing COVID-19 pandemic, ABM continued to deliver critical services for our clients, support our team members wherever they work, and grow our business while setting an exciting future course for the years to come. As our Board looks ahead to our 2022 Annual Meeting, we are pleased to share our perspectives on the past year and how the business delivered excellent execution and strong results for our stockholders.  

Strategy Oversight and Board Focus

The focus of the Board throughout 2021 leveraged the key learnings and management focus from 2020 to safeguard our team members, ensure business continuity and protect stockholder value, while at the same time overseeing the management team’s growth and technology-focused strategic planning efforts. The Board remains committed to responsible corporate governance, judicious risk management, effective executive compensation practices and leadership talent retention efforts, and the consistent, forward-looking focus on environmentally sustainable and socially responsible initiatives and practices, including diversity and inclusion.    

Responding and Adapting to the COVID-19 Pandemic

ABM’s COVID-19 pandemic response continues to play a critical role in society, keeping schools, distribution centers, airports, commercial offices and other critical facilities open and operating effectively. Through a steadfast focus on safety, innovation, and strong execution, ABM delivered for clients, team members, and stockholders over the past two years in developing offerings, protocols, and processes that continuously flexed and adapted to the ever-changing environment and needs of our clients, team members and other key stakeholders.

Growing our Business – Acquisition of Able Services

A key milestone in 2021 was ABM’s acquisition of Able Services, a premier facilities management provider that expands ABM’s scale, strengthens our capabilities, and accelerates our growth. The Board and the ABM management team remain excited about the long-term growth opportunities this transaction provides as we support our customers with a broader portfolio of services and solutions that align with their evolving needs.

2021 Financial Performance and Investing in Future Growth

For fiscal 2021, the Company increased revenue 4%, fueled in part by continuing demand for ABM’s EnhancedClean™ and other services related to the COVID-19 pandemic, as well as through the acquisition of Able Services. The Company was able to leverage this revenue growth into strong increases in net income and operating margin.

Building on the success of the Company's 2020 Vision initiative, which was launched in 2015, ABM presented the Company’s new five-year comprehensive strategic plan, ELEVATE, at its Investor Day held in December 2021. Through investments in ABM’s client and team member experience, industry-leading use of technology and data, as well as end-market repositioning, and building on ABM’s core services, ELEVATE is designed to further differentiate ABM in the marketplace and establish a growth trajectory to further set the Company apart in the industry in the coming years.

As we continue to raise the standard in everything we do, we have tremendous confidence that we will continue delivering for all our stakeholders and remain a driving force of a cleaner, healthier and more sustainable world.

Thank you for your continued support.

Sincerely,

Sudhakar Kesavan

Chairman of the Board

ABM Industries Incorporated, One Liberty Plaza, 7^th Floor, New York, New York 10006

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS

WHEN

Wednesday, March 23, 2022,
10:00 a.m. Eastern Time

PROXY VOTING – CAST YOUR VOTE RIGHT AWAY

Your vote is important. Even if you plan to attend the Annual Meeting in person, please vote as soon as possible using the Internet or by telephone, or by completing, signing, dating and returning your proxy card or voting instruction form.

WHERE

Virtual

www.virtualshareholdermeeting.com/ABM2022

Using the Internet and voting at the website listed on the proxy card or the notice;

Using the toll-free phone number listed on your proxy card or voting instruction form; or

If you received physical proxy materials with an enclosed postage paid envelope, completing, signing, dating and mailing your proxy card or voting instruction form.

1.

Election of seven director nominees to serve one-year terms.

2.

Advisory approval of our executive compensation.

3.

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2022.

4.

Transaction of such other business as may properly come before the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 23, 2022:

The Notice of Annual Meeting, Proxy Statement and the Annual Report to Stockholders

are available on the Internet at www.proxyvote.com.

Page

PROXY STATEMENT

i

PROXY STATEMENT SUMMARY

i

CORPORATE GOVERNANCE AND BOARD MATTERS

1

PROPOSAL 1–ELECTION OF SEVEN DIRECTOR NOMINEES TO SERVE ONE-YEAR TERMS

2

Nominees for Election to Serve as Directors for a Term Expiring in 2023

3

Continuing Directors Whose Terms Expire in 2023

6

The Board of Directors

8

Corporate Governance

8

Identifying and Evaluating Nominees for Directors

8

Board Leadership Structure

9

Director Independence

10

The Board’s Oversight of Risk Management

10

The Board’s Role in Cybersecurity Risk Oversight

11

Corporate Social Responsibility and Sustainability

11

Mandatory Retirement

12

Outside Board Limits

13

Board Committees

13

Board and Committee Attendance in Fiscal Year 2021

14

DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

15

2021 Non-Employee Director Compensation Elements

15

2021 Non-Employee Director Compensation Table

15

Non-Employee Director Deferred Compensation Plan

16

Director Stock Ownership Policy

16

EXECUTIVE COMPENSATION

17

PROPOSAL 2–ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

18

COMPENSATION DISCUSSION AND ANALYSIS

19

Our Compensation Philosophy and Practices

19

How We Compensated Our NEOs in 2021

25

Other Compensation and Governance-Related Matters

32

Compensation Committee Report

34

Additional Information About Executive Compensation

35

2021, 2020 and 2019 Summary Compensation Table

35

Grants of Plan-Based Awards During Fiscal Year 2021

36

Outstanding Equity Awards at 2021 Fiscal Year-End

37

Option Exercises and Stock Vested in Fiscal Year 2021

38

Nonqualified Deferred Compensation in Fiscal Year 2021

38

Potential Post-Employment Payments

39

2021 CEO Pay Ratio

43

AUDIT MATTERS

45

PROPOSAL 3–RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2022

46

AUDIT-RELATED MATTERS

47

Audit Committee Report

47

Principal Accounting Firm Fees and Services

48

Policy on Preapproval of Independent Registered Public Accounting Firm Services

48

GENERAL INFORMATION

49

Certain Relationships and Transactions with Related Persons

50

Delinquent Section 16(a) Reports

50

Equity Compensation Plan Information

51

Security Ownership of Certain Beneficial Owners

52

Security Ownership of Directors and Executive Officers

53

Questions and Answers About the Proxy Materials and the Annual Meeting

55

Other Business

59

Submission of Stockholder Proposals for 2023 Annual Meeting

60

Appendix A–Reconciliation of GAAP Financial Measures to Non-GAAP Financial Measures (Unaudited)

A-1

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting.

Annual Meeting of Stockholders

Time and Date:

Wednesday, March 23, 2022

10:00 a.m. Eastern Time

Place:

www.virtualshareholdermeeting.com/ABM2022

Record Date:

January 26, 2022

Stockholders of ABM as of January 26, 2022 (the “Record Date”) are entitled to vote. Each share of ABM common stock is entitled to one vote for each director nominee and one vote for each of the other proposals.

Virtual Annual Meeting

We have decided to hold the Annual Meeting virtually again this year because we believe that hosting a virtual Annual Meeting enables us to communicate with our stockholders while supporting the health and safety of our employees, stockholders and communities. We also believe the virtual Annual Meeting format facilitates stockholder access by enabling stockholders to participate fully and equally from any location around the world at no cost.

We have designed the virtual Annual Meeting to provide substantially the same opportunities to participate as you would have at an in-person meeting. Our virtual Annual Meeting will be conducted on the internet via live webcast. Stockholders will be able to attend and participate online and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ABM2022. Stockholders will be able to vote their shares electronically during the Annual Meeting.

Stockholders who would like to attend and participate in the Annual Meeting will need the 16-digit control number included on their Notice of Internet Availability of Proxy Materials (the “Notice”), proxy card, or voting instruction form. The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will begin 15 minutes prior to the start of the Annual Meeting, at 9:45 a.m. Eastern Time.

You may submit questions in advance on the day of the Annual Meeting by logging into www.proxyvote.com and entering your 16-digit control number. Once past the log-in screen, click on “Question for Management,” type in the question, and click “Submit.” Alternatively, stockholders will be able to submit questions live during the Annual Meeting by typing the question into the “Ask a Question” field, and clicking submit. We will answer questions that comply with the Annual Meeting rules of conduct during the Annual Meeting, subject to time constraints. Questions relevant to Annual Meeting matters that we do not have time to answer during the Annual Meeting will be posted to our website following the meeting along with those questions that were addressed during the Annual Meeting. Questions regarding personal matters or matters not relevant to Annual Meeting matters will not be answered.

Although the live webcast is available only to stockholders at the time of the Annual Meeting, a replay of the Annual Meeting will be made publicly available for one year at www.virtualshareholdermeeting.com/ABM2022.

Additional information regarding the ability of stockholders to ask questions during the Annual Meeting, related rules of conduct, and other materials for the Annual Meeting, including the list of our stockholders of record, will be available during the Annual Meeting at www.virtualshareholdermeeting.com/ABM 2022.

If you have difficulty accessing the meeting, please call the technical support number that will be posted on the virtual Annual Meeting login page for assistance. Technical support will be available beginning approximately 15 minutes prior to the start of the Annual Meeting through its conclusion.

Voting Matters and Board Recommendations

Proposals

Board Vote

Recommendation

Page Reference

(for more detail)

01

Election of seven director nominees to serve one-year terms

FOR EACH DIRECTOR NOMINEE

2

02

Advisory approval of our executive compensation

FOR

18

03

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2022

FOR

46

Board Nominees and Continuing Directors

The following table provides summary information about each director who is nominated for election, as well as our continuing directors whose terms expire in 2023.

Name

Age

Director

Since

Occupation

Independent

Committee

Assignments

Nominee/
Continuing Director

Quincy L. Allen

61

2021

Former Chief Marketing Officer of IBM Cloud, IBM Corporation

Yes

Audit

Nominee

LeighAnne G. Baker

63

2018

Former Senior Vice President and Chief Human Resources Officer, Cargill, Inc.

Yes

Compensation, Chair; Stakeholder and Enterprise Risk

Nominee

Linda Chavez

74

1997

Senior Fellow, Niskanen Center

Yes

Governance; Compensation

Nominee

Donald F. Colleran

66

2018

President and Chief Executive Officer of FedEx Express

Yes

Compensation;
Stakeholder and
Enterprise Risk

Continuing Director

Art A. Garcia

60

2017

Former Executive Vice President and Chief Financial Officer, Ryder System, Inc.

Yes

Audit, Chair; Stakeholder and Enterprise Risk

Nominee

Thomas M. Gartland

64

2015

Executive Chairman, SGL TransGroup

Yes

Compensation;
Governance, Chair

Continuing Director

Jill M. Golder

59

2019

Former Chief Financial Officer, Cracker Barrel Old Country Store, Inc.

Yes

Audit; Governance

Nominee

Sudhakar Kesavan

67

2012

Former Executive Chairman, ICF International, Inc.

Yes

Governance

Nominee

Scott Salmirs

59

2015

President and Chief Executive Officer, ABM Industries Incorporated

No

Nominee

Winifred M. Webb

63

2014

Founder; Kestrel Corporate Advisors

Yes

Audit;
Stakeholder and Enterprise Risk, Chair

Continuing Director

ABM’s 2021 Achievements

We grew revenue 4% through a combination of organic growth and from our acquisition of Crown Building Maintenance Co. and Crown Energy Services, Inc. (collectively, “Able Services”), a leading facilities services company headquartered in San Francisco, California. We also posted net income of $126.3 million, adjusted EBITDA of $455.0 million⁽¹⁾ and a full-year adjusted EBITDA margin of 7.3%⁽¹⁾. These results were driven by strong execution throughout the organization, an improved macro-economy versus the prior year, the benefits of delivering higher value services, and the benefits of labor efficiencies.

We were able to successfully support our diversified client base across business & industry and technology & manufacturing and execute on our nimble operating model in education, aviation and technical solutions without interruption. Our delivery of critical services helped enable our clients to conduct their businesses, and also reflected the importance and resilience of our business during the COVID-19 pandemic.

We maintained our long-standing history of returning cash to our stockholders through the continuation of our cash dividend for the 55th consecutive year.  We increased our quarterly dividend 2.7% in fiscal 2021, reflecting the strength of our business and its cash generating abilities.  

We amended our credit facility in June 2021 to increase our borrowing capacity by $500 million to $1.95 billion. This increase provides the Company increased liquidity to fund its strategic investments and reflects the confidence our lenders have in the long-term prospects of ABM.

We continued to put the safety and welfare of our team members first. We proactively managed safety protocols and supply chain demands as appropriate, to help protect the health of our employees and clients in an ever-changing environment. In particular, we have maintained flexibility with regard to supporting a remote work environment and limited Company travel, and have continued to increase the use of tools and technologies that allow employees to effectively perform their functions remotely.

We acquired Able Services in a transaction valued at $830 million. With annual revenue of $1.1 billion, we believe that Able Services is highly complementary to ABM, as it adds to our scale in engineering and janitorial services, which represent priority growth areas for us over the next five years.

We published our annual Sustainability Report, which emphasizes our ongoing commitment to a diverse, equitable and inclusive workplace, minimizing our impact on the environment and doing business in a responsible way.

We developed a new five-year strategy, called “ELEVATE” to create value and drive growth. ELEVATE was publicly announced in December 2021, and is designed to guide ABM’s investments in three key areas: the client experience, the team member experience, and ABM’s use of technology & data. We believe these investments will drive substantial and sustainable improvements to our operational and financial performance while improving both employee and client retention.

(1)

Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Reconciliations of these financial measures to the nearest GAAP financial measures are set forth in Appendix A to this Proxy Statement.

✓

All directors and nominees other than Chief Executive Officer are independent

✓

Robust director and executive officer stock ownership guidelines

✓

Separate Chairman of Board and Chief Executive Officer 

✓

Regular executive sessions of independent directors

✓

Director overboarding policy

✓

Risk oversight by Board and Committees

✓

Majority voting with resignation policy for directors in uncontested elections

✓

Declassified Board (subject to phase-out as described below)

✓

Board focused on refreshment and director succession planning 

✓

Thorough annual Board and Committee self-evaluation process

✓

Diverse Board that provides a range of viewpoints

✓

Annual Board strategy meeting and review of Company’s strategic plan

Business Leadership

Financial/Capital Allocation

10 

10 

Service Industry Experience

Risk Oversight

8 

9 

Other Public Company Board Experience

International Business Experience

10 

9 

Human Capital

10 

What We Do

•   Design Compensation Programs to Pay for Performance

•   Use Equity Awards for Long-Term Incentive and Retention

•   Maintain a Clawback Policy

•   Utilize Short-Term and Long-Term Performance-Based Incentives/Measures

•   Use an Independent Compensation Consultant

•   Require Significant Share Ownership and Retention by Executive Officers

•   Limit Perquisites

•   Use Double-Trigger Change-in-Control Arrangements

•   Hold Annual Say-on-Pay Vote

What We Don’t Do

•   No Fixed-Term Employment Agreements

•   No Gross-Ups for Taxes

•   No Repricing of Stock Options

•   No Mid-cycle Adjustments to Performance Metrics

•   No Hedging and Pledging of ABM Stock

►

Performance-Based – Tie significant portions of compensation to performance metrics that align to our short-term and long-term business goals;

►

Align with Stockholder Interests – Align each executive’s interests with stockholders’ interests by requiring significant stock ownership and paying a significant portion of compensation in equity subject to performance conditions and multi-year vesting requirements; and

►

Market Competitiveness – Attract and retain key executives who possess the capability to lead the business forward by providing innovative and effective service to our clients and customers. 

►

Base Salary – Fixed cash compensation with adjustments tied to individual responsibilities, performance and marketplace dynamics;

►

Annual Cash Incentive Program – Focuses on near-term performance objectives reflecting Company strategy;

►

Performance-Based Equity Grants – Aligns business objectives with longer-term stockholder interests; and

►

Time-Based Equity Grants – Fosters retention by delivering more stable value and continuity of leadership.

CEO Compensation

Other NEO Compensation

CORPORATE GOVERNANCE AND BOARD MATTERS

CORPORATE GOVERNANCE AND BOARD MATTERS

PROPOSAL 1—ELECTION OF SEVEN DIRECTOR NOMINEES TO SERVE ONE-YEAR TERMS

Nominees for Election to Serve as Directors for One-Year Term Expiring in 2023

Continuing Directors Whose Terms Expire in 2023

The Board of Directors

Corporate Governance

Identifying and Evaluating Nominees for Directors

Board Leadership Structure

Director Independence

The Board’s Oversight of Risk Management

The Board’s Role in Cybersecurity Risk Oversight

Corporate Social Responsibility and Sustainability

Mandatory Retirement

Outside Board Limits

Board Committees

Board and Committee Attendance in Fiscal Year 2021

DIRECTOR COMPENSATION FOR FISCAL YEAR 2021

2021 Non-Employee Director Compensation Elements

2021 Non-Employee Director Compensation Table

Non-Employee Director Deferred Compensation Plan

Director Stock Ownership Policy

Quincy L. Allen

Director Since 2021

Age 61

Former Chief Marketing Officer of IBM Cloud, IBM Corporation

Mr. Allen is former chief marketing officer of IBM Cloud at IBM Corporation (NYSE: IBM), an international technology solutions company, a position he held from 2015 until his retirement in 2018. Prior to joining IBM, Mr. Allen served as chief marketing and strategy officer at Unisys Corporation (NYSE: UIS) from 2012 to 2015. He previously served as chief executive officer of Vertis Communications, a direct marketing and advertising company, a position held from 2009 to 2010. Prior to Vertis Communications, Mr. Allen held several leadership positions with Xerox Corporation, including serving as president of the Global Services and Strategic Marketing Group and president of Production Systems Group, as well as vice president of Xerox Corporation. Mr. Allen has served on the board of The ODP Corporation (Office Depot) (NASDAQ: ODP) since 2020, the Lumen Technologies Corporation (NYSE:LUMN) since 2021, and previously served on the boards of NCR Corporation (NYSE: NCR) from 2009 to 2012 and Gateway, Inc. from 2006 to 2007.

Mr. Allen’s qualifications to serve on the Board include his extensive operational and technology experience at major multinational corporations, and background in business development. Mr. Allen also brings public company experience to our Board.

LeighAnne G. Baker

Director Since 2018

Age 63

Former Senior Vice President and Chief Human Resources Officer, Cargill, Inc.

Ms. Baker is former senior corporate vice president and chief human resources officer of Cargill, Inc. (“Cargill”), a global food and agricultural company, a position she held from 2014 until her retirement in 2020. She served as a member of the executive team and was responsible for Cargill’s global human resources strategy and practices. Prior to joining Cargill in 2014, she served as executive vice president and chief human resources officer of Hertz Global Holdings, Inc. (NASDAQ GS: HTZ) from 2007 to 2014. Before joining Hertz, Ms. Baker was senior vice president, global human resources of The Reynolds & Reynolds Company, a leading provider of automotive dealer management systems, from 2005 to 2007. She also served in various management and leadership roles at The Timken Company from 1981 to 2005. Ms. Baker has served on the board of Pactive Evergreen (NASDAQ: PTVE), a manufacturer and distributor of foodservice, food merchandising products and fresh beverage cartons, since 2020, where she serves as chair of the Compensation Committee and as a member of the Audit Committee.

Ms. Baker’s qualifications to serve on our Board include many years of executive experience for large enterprises, providing extensive expertise in global human resources management, leadership development and large-scale organizational change.

Linda Chavez

Director Since 1997

Age 74

Senior Fellow, Niskanen Center

Ms. Chavez is senior fellow at the Niskanen Center, a public policy organization, where she focuses on politics and public policy, and at the National Immigration Forum, where she focuses on immigration reform. Additionally, she is founder and chairman of the Center for Equal Opportunity, a position she has held since 2006. Prior to her appointment as chairman, Ms. Chavez served as president of the Center for Equal Opportunity from 1995 through 2005. Ms. Chavez was a director of Pilgrim’s Pride Corporation from 2004 to 2008, where she served on the audit committee. Previously, she was a director of Greyhound Lines, Inc. from 1995 to 1999, when it was acquired by another company. Ms. Chavez has held numerous appointed positions, including chief executive officer of the National Commission on Migrant Education from 1988 to 1992, chief executive officer of the U.S. Commission on Civil Rights from 1983 to 1985, and White House director of public liaison in 1985. In 1992, she was elected by the United Nations Commission on Human Rights to serve a four-year term as U.S. Expert to the U.N. Sub-Commission on the Prevention of Discrimination and Protection of Minorities. She is a 2006 graduate of the UCLA Anderson Graduate School of Management Director Training and Certification Program, served on the advisory board of the Outstanding Directors Exchange in 2008 and 2009, and served on the board of Research Electro-Optics, a privately held company, from 2012 to 2018. Ms. Chavez also serves or has served on numerous nonprofit boards. She is an author, television commentator and frequently writes about public policy issues.

Ms. Chavez’s qualifications to serve on our Board include her extensive knowledge of, and experience in, government relations, and her leadership skills and corporate governance experience gained during her service as a public company director and her involvement with nonprofit organizations. Ms. Chavez brings valuable public company board experience, compensation expertise, financial experience, public policy experience, and government and government relations experience to our Board.

Art A. Garcia

Director Since 2017

Age 60

Former Executive Vice President and Chief Financial Officer, Ryder System, Inc.

Mr. Garcia retired in 2019 as the executive vice president and chief financial officer of Ryder System, Inc. (NYSE: R), a $8.4 billion commercial fleet and supply chain management solutions company (“Ryder”), a position he had held since 2010. Previously, Mr. Garcia served as senior vice president, controller and chief accounting officer of Ryder from 2005 to 2010. Mr. Garcia joined Ryder in 1997 as senior manager of corporate accounting. He later served as director of corporate accounting and, subsequently, as group director of accounting services. Prior to joining Ryder, Mr. Garcia spent 14 years with the Miami office of the accounting firm Coopers & Lybrand LLP as senior manager of business assurance. Mr. Garcia has served on the board of Elanco Animal Health (NYSE: ELAN), a $3.3 billion provider of products and services to improve animal health production in more than 90 countries around the world since 2019, and serves as a member of the Audit and Finance Committee and the Oversight Committee, and on the board of American Electric Power (NASDAQ: AEP), a $14.9 billion electric public utility company, delivering electricity and custom energy solutions since 2019, where he serves as chair of the Finance Committee and a member of the Audit and Director & Governance Committees.

Mr. Garcia’s qualifications to serve on our Board include his extensive business, financial and management experience and his experience as a senior financial officer. Mr. Garcia brings valuable accounting, financial management and supply chain experience to our Board.

Jill M. Golder

Director Since 2019

Age 59

Former Senior Vice President and Chief Financial Officer, Cracker Barrel Old Country Store, Inc.

Ms. Golder is former senior vice president and chief financial officer of the restaurant and gift store chain Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL), a position she held from 2016 until her retirement in 2020. She previously served in finance leadership roles at Ruby Tuesday, Inc. from 2013 to 2016, including as executive vice president and chief financial officer from 2014 to 2016. Ms. Golder served in progressively more responsible finance positions during her 23 years at Darden Restaurants, Inc., including senior vice president finance for Olive Garden, senior vice president finance of Smokey Bones, senior vice president finance of Specialty Restaurant Group and senior vice president of Red Lobster. Ms. Golder has served on the board of Sysco, Inc. (NYSE: SYY), a global leader in selling, marketing and distributing food and non-food products to restaurants, healthcare and educational facilities, lodging establishments and other customers around the world since 2021, and serves as a member of the Audit and the Technology Committees, and served on the board of IZEA Worldwide, Inc. (NASDAQ: IZEA), an influencer marketing technology company, in 2021, and from 2015 to 2019.

Ms. Golder’s qualifications to serve on our Board include her extensive financial experience in a variety of leadership roles at various major, multinational companies. Ms. Golder also brings public company experience to our Board.

Sudhakar Kesavan

Director Since 2012

Age 67

Former Chief Executive Officer and Chairman, ICF International, Inc.

Mr. Kesavan is former chief executive officer and executive chairman of ICF International, Inc. (NASDAQ: ICFI), a leading provider of consulting services and technology solutions to government and commercial clients (“ICF International”). He served as chairman and chief executive officer from 1999 to 2019 and as executive chairman from 2019 until his retirement in 2020. Previously, Mr. Kesavan served as the president of ICF Consulting Group, a subsidiary of ICF Kaiser, from 1997 to 1999. Mr. Kesavan serves on the boards of Inova Health Systems, a not-for-profit healthcare system based in Northern Virginia, Cadmus Group and Dexis, serves as board member emeritus for Northern Virginia Technology Council and serves as a trustee of the Shakespeare Theater Company in Washington, DC.

Mr. Kesavan’s qualifications to serve on our Board include his leadership and operational experience gained from serving as a chief executive officer and director of another public company. Mr. Kesavan brings valuable experience leading both organic growth and acquisition activities, a thorough understanding of corporate governance, compensation expertise, and operations, industry, public company board, financial, mergers and acquisitions, government and government relations, and global operations experience to our Board.

Scott Salmirs

Director Since 2015

Age 59

President and Chief Executive Officer, ABM Industries Incorporated

Mr. Salmirs is president and chief executive officer of the Company, a position he has held since 2015. Previously, he served as executive vice president of the Company from 2014 to 2015, with global responsibility for the Company’s aviation division and all international activities. Mr. Salmirs served as executive vice president of ABM Janitorial Services – Northeast from 2003 to 2014. Prior to joining the Company, Mr. Salmirs held various leadership positions at Goldman, Sachs & Company (NYSE: GS), Lehman Brothers, Inc., and CBRE Group (NYSE: CBRE). Mr. Salmirs has served as a director of ICF International (NASDAQ: ICFI) since 2021, where he serves on the Governance and Nominating Committee and the Human Capital Committee. He also serves on the board of Outreach, a New York nonprofit organization dedicated to rehabilitating teens with substance abuse issues, is a founding board member of Donate Eight, a nonprofit group associated with LiveOnNY, and also serves on the Business Advisory Council for the business program at SUNY Oneonta.

Mr. Salmirs’ qualifications to serve on our Board include his experience in the facility services industry, and his knowledge of and perspective on the Company as its president and chief executive officer. Mr. Salmirs brings valuable leadership skills and operations, financial management, industry, mergers and acquisitions, sales and marketing, and global operations experience to the Board.

Donald F. Colleran

Director Since 2018

Age 66

President and Chief Executive Officer, FedEx Express, a subsidiary of FedEx Corporation

Mr. Colleran is president and chief executive officer of FedEx Express, a subsidiary of FedEx Corporation, a global provider of supply chain, transportation, business and related information services, a position he has held since 2019. From 2017 to 2019, Mr. Colleran was executive vice president and chief sales officer of FedEx Corporation. He also serves on the FedEx Corporation Strategic Management Committee, which sets the strategic direction for FedEx. Mr. Colleran joined FedEx in 1989, where he has served in a variety of leadership roles including executive vice president, global sales of FedEx Services from 2006 through 2016. He has served as a director of EastGroup Properties, Inc. (NYSE: EGP), an equity real estate investment trust, since 2017, and serves as a member of the Compensation Committee and Nominating and Corporate Governance Committee.

Mr. Colleran’s qualifications to serve on our Board include his extensive experience in a variety of leadership roles at a major, multinational company, including business, sales, leadership, and global operations. Mr. Colleran also brings public company experience to our Board.

Thomas M. Gartland

Director Since 2015

Age 64

Executive Chairman, SGL TransGroup; Former President, North America of Avis Budget Group, Inc.

Mr. Gartland has been the executive chairman of SGL TransGroup, a privately-held global freight forwarder, since 2017, where he serves as a member of the Audit Committee and Compensation Committee. Mr. Gartland retired in 2014 from his role as president, North America for Avis Budget Group, Inc., a leading global provider of vehicle rental services, a position he had held from 2011 to 2014. Previously, he was executive vice president, Sales, Marketing and Customer Care at Avis Budget Group, Inc. from 2008 to 2011, where he developed the overall strategic direction for marketing and sales. Mr. Gartland was employed by JohnsonDiversey, Inc. from 1994 to 2008, in various high-level capacities, including as president of the company’s North American region from 2003 to 2008, vice president, Sales, Health and Hospitality from 2002 to 2003, vice president, Business Development from 1998 to 2002, with various positions of increasing responsibility within the company from 1994 to 1998. Prior to that, Mr. Gartland served as vice president and director of national accounts at Ecolab, Inc. from 1980 to 1994. Mr. Gartland has served on the board of directors of Xenia Hotels & Resorts, Inc. (NYSE: XHR), a self-advised and self-administered REIT that invests primarily in premium full-service, lifestyle and urban upscale hotels, since 2015 and serves as chair of the Compensation Committee.

Mr. Gartland’s qualifications to serve on our Board include his extensive experience in senior executive positions at major, multinational companies, including sales, operations, financial management, leadership, and mergers and acquisitions. He also brings public company board experience to our Board.

Winifred (Wendy) M. Webb

Director Since 2014

Age 63

Founder, Kestrel Corporate Advisors; Former Senior Executive at Ticketmaster and The Walt Disney Company

Ms. Webb founded Kestrel Corporate Advisors, an advisory services firm, counseling organizations on strategic business issues, in 2013. From 2010 to 2013, she was managing director for Tennenbaum Capital Partners. Ms. Webb was a member of the corporate executive team for Ticketmaster from 2008 to 2010. She served for 20 years with The Walt Disney Company, from 1988 to 2008, in various senior positions including corporate senior vice president of investor relations and shareholder services, and governance outreach. She was also executive director for The Walt Disney Company Foundation. Before Disney, she held roles in investment banking. She has served on the boards of directors of Wynn Resorts, Limited (NASDAQ: WYNN) since 2018, serving as chair of the Audit Committee, and AppFolio, Inc. (NASDAQ: APPF) since 2019, where she is chair of the Audit Committee and a member of the Nominating and Corporate Governance, and Risk and Compliance Oversight Committees. Ms. Webb also has served on the board of trustees of American Homes 4 Rent (NYSE: AMH), since 2019, and is a member of the Human Capital and Compensation, and Nominating and Corporate Governance Committees. She previously served on the boards of 9 Spokes International Ltd. (2015 to 2018), TiVo Inc. (2016), Jack in the Box Inc. (2008 to 2014), and nonprofit PetSmart Charities, Inc. (2014 to 2016). She served as co-chair of nonprofit WomenCorporateDirectors, LA/OC Chapter (2017 to 2020). Ms. Webb has been recognized as an NACD Directorship 100 honoree, a WomenInc. Most Influential Corporate Board Director, and a Directors & Boards Director to Watch.

Ms. Webb’s qualifications to serve on our Board include her experience in senior management at global public companies and her experience in the global financial services industry. Ms. Webb brings valuable public company board, investor relations, communications, media and public relations, treasury, corporate governance, global operations, corporate social responsibility, strategic planning, mergers and acquisitions, investment banking and capital markets experience to our Board.

Name and Principal Occupation

Age

Director

since

Independent

Committee memberships

AC

CC

GC

SER

Quincy L Allen

Former Chief Marketing Officer of IBM Cloud,
IBM Corporation

61

2021

Yes

✓

LeighAnne G. Baker

Former Senior Vice President and Chief Human Resources Officer, Cargill, Inc.

63

2018

Yes

‡

✓

Linda Chavez

Senior Fellow, Niskanen Center

74

1997

Yes

✓

✓

Donald F. Colleran

President and Chief Executive Officer of FedEx Express, a subsidiary of FedEx Corporation

66

2018

Yes

✓

✓

Art A. Garcia

Former Executive Vice President and Chief Financial Officer, Ryder System, Inc.

60

2017

Yes

‡*

✓

Thomas M. Gartland

Executive Chairman of SGL TransGroup; Former President, North America of Avis Budget Group, Inc.

64

2015

Yes

✓

‡

Jill M. Golder

Former Chief Financial Officer, Cracker Barrel Old Country Store, Inc.

59

2019

Yes

✓*

✓

Sudhakar Kesavan†

Former Executive Chairman, ICF International, Inc.

67

2012

Yes

✓

Scott Salmirs

President and Chief Executive Officer, ABM Industries Incorporated

59

2015

No

Winifred (Wendy) M. Webb

Founder, Kestrel Corporate Advisors; Former Senior Executive at Ticketmaster and The Walt Disney Company

63

2014

Yes

✓*

‡

†

Indicates Board Chair

‡

Indicates Committee Chair

*

Indicates Audit Committee Financial Expert

•

In light of the Company’s acquisition of Able Services, the Board determined that Ms. Chavez’s experience in prior acquisitions and integrations would be invaluable as the Company continues to integrate the Able Services business and former Able Services employees into ABM and its culture;  

•

Ms. Chavez’s outstanding contributions to the Board in areas such as human capital, corporate governance, and executive compensation, given her significant experience in these areas; and

•

The importance of maintaining continuity on the Board in light of the ongoing impacts of the COVID-19 pandemic.  

Audit Committee

Art A. Garcia, Chair

Quincy L. Allen

Jill M. Golder

Winifred M. Webb

Key Oversight Responsibilities

•

Appointment, compensation, retention and oversight of the work of the independent auditor, including review of audit/nonaudit services
provided

•

Scope and results of the independent auditor’s audit

•

Review of financial reporting activities, including quarterly and annual financial statements, and accounting standards/principles used

•

Internal audit functions

•

Disclosure controls and internal controls

The Board has determined that each member of the Audit Committee is independent and financially literate and that Mr. Garcia, Ms. Golder and Ms. Webb each qualifies as an “audit committee financial expert” under applicable SEC rules.

The Audit Committee met seven times in fiscal year 2021.

Compensation Committee

LeighAnne G. Baker, Chair

Linda Chavez

Donald F. Colleran

Thomas M. Gartland

Key Oversight Responsibilities

•

Approve CEO compensation and conduct performance evaluation

•

Approve other non-CEO executives’ compensation

•

Approve equity plans and awards

•

Review of compensation structure

•

Approve executive employment and severance agreements

The Compensation Committee met seven times in fiscal year 2021.

Governance Committee

Thomas M. Gartland, Chair

Linda Chavez

Jill M. Golder

Sudhakar Kesavan

Key Oversight Responsibilities

•

Director recruitment

•

Corporate governance

•

Board committee structure, membership and evaluations of Board and committees

•

Director compensation

•

Executive and Board succession planning, to the extent not conducted by the full Board

The Governance Committee met six times in fiscal year 2021.

Stakeholder and Enterprise Risk Committee

Winifred M. Webb, Chair

LeighAnne G. Baker

Donald F. Colleran

Art A. Garcia

Key Oversight Responsibilities

•

Social matters, including, but not limited to, diversity, culture and inclusion, employee engagement, talent development and safety, and risks related to such matters

•

Environmental issues, including, but not limited to, sustainability and climate change

•

Assist the Board in its oversight of the Company’s enterprise risk management program

•

Assist the Board in fulfilling its oversight responsibilities relating to the Company’s identification, evaluation and mitigation of strategic and operational risks

The Stakeholder and Enterprise Risk Committee met three times in fiscal year 2021.

Compensation Element

2021 Compensation Program

Annual Board Cash Retainer

•    $175,000 for Chairman of the Board

•    $80,000 for other non-employee directors

Annual Board Equity Retainer

•    $175,000 for Chairman of the Board (vesting after one year from grant date)

•    $125,000 for other non-employee directors (vesting after one year from grant date)

Board and Committee Meeting Attendance Fees

None

Annual Chair Cash Fees

•    $15,000 for Audit Chair

•    $10,000 for Compensation Chair

•    $7,500 for Governance Chair

•    $7,500 for Stakeholder and Enterprise Risk Chair

Annual Committee Member Retainer*

*The Chairman of the Board does not receive a separate retainer for Committee memberships

•    $20,000 for Audit members

•    $12,500 for Compensation members

•    $10,000 for Governance members

•    $10,000 for Stakeholder and Enterprise Risk members

Ad Hoc Committee Service or Investment of Significant Time Above and Beyond the Requirements of Board or Committee Service*

•    $2,000 per day*

*The Chairman of the Board is not eligible to receive such payments

*No directors received any such payments in 2021

Fees

Earned or

Paid in

Cash⁽¹⁾

Stock

Awards⁽²⁾

All Other

Compensation⁽³⁾

Total

  Name*

($)

($)

($)

($)

Quincy L. Allen

71,667

114,555

⁽⁴⁾

1,205

187,427

LeighAnne G. Baker

108,333

124,974

2,273

235,580

Linda Chavez

105,625

124,974

8,336

238,935

Donald F. Colleran

102,500

124,974

2,273

229,747

Art A. Garcia

125,000

124,974

10,370

260,344

Thomas M. Gartland

111,042

124,974

7,346

243,362

Jill M. Golder

105,833

124,974

2,273

233,080

Sudhakar Kesavan⁽⁵⁾

175,000

174,964

3,182

353,146

Winifred M. Webb

117,500

124,974

9,270

251,744

(1)

Amount includes annual Board cash retainers, Committee chair fees, and Committee member retainers.

(2)

The value of stock awards shown in the “Stock Awards” column is based on the grant date fair value computed in accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on the closing price per share of the Company’s common stock on the date of grant of the equity award. A director who becomes a Board member following the date of the last held annual meeting of stockholders receives a prorated grant of restricted stock units (“RSUs”) based on the date that he or she joined the Board. In addition, each non-employee director who was expected to continue on the Board after the 2021 annual meeting of stockholders received an annual grant on January 6, 2021. For each then-current director, with the exception of Mr. Kesavan, the grant for 2021 on January 6, 2021 was 3,040 RSUs, which was calculated by dividing $125,000 by $41.11. For Mr. Kesavan, the grant for 2021 on January 6, 2021 was 4,256 RSUs, which was calculated by dividing $175,000 by $41.11. RSUs held by each then-current director as of October 31, 2021, including RSUs that have been deferred under the Deferred Compensation Plan for Non-Employee Directors, were: Mr. Allen, 2,304; Ms. Baker, 3,078; Ms. Chavez, 11,291; Mr. Colleran, 3,078; Mr. Garcia, 14,046; Mr. Gartland, 9,950; Ms. Golder, 3,078; Mr. Kesavan, 4,310; and Ms. Webb, 12,557.

(3)

Amounts shown include value of dividend equivalents (“DEUs”) credited in fiscal year 2021 with respect to RSUs held by non-employee directors. DEUs are settled in Company stock when the underlying RSUs vest. Directors who defer RSUs under the ABM Deferred Compensation Plan for Non-Employee Directors do not receive DEUs on deferred RSUs until the underlying RSUs are paid out.

(4)

Mr. Allen joined the Board on February 10, 2021. On March 29, 2021, Mr. Allen received a prorated grant of 2,287 RSUs, which was calculated by dividing $114,555 by $50.09.

(5)

Chairman of the Board.

EXECUTIVE COMPENSATION

PROPOSAL 2—ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Philosophy and Practices

How We Compensated Our NEOs in 2021

Other Compensation and Governance-Related Matters

Compensation Committee Report

Additional Information About Executive Compensation

2021, 2020 and 2019 Summary Compensation Table

Grants of Plan-Based Awards During Fiscal Year 2021

Outstanding Equity Awards at 2021 Fiscal Year-End

Option Exercises and Stock Vested in Fiscal Year 2021

Nonqualified Deferred Compensation in Fiscal Year 2021

Potential Post-Employment Payments

2021 CEO Pay Ratio

  •

 Scott Salmirs, President and Chief Executive Officer

  •

 Earl R. Ellis, Executive Vice President and Chief Financial Officer

  •

 Dean A. Chin, Senior Vice President, Chief Accounting Officer, Corporate Controller and Treasurer (also served as Interim Chief Financial Officer from July 2020 – November 2020)

  •

 Joshua H. Feinberg, Executive Vice President and Chief Strategy and Transformation Officer

  •

 Rene Jacobsen, Executive Vice President and Chief Operating Officer

  •

 Andrea R. Newborn, Executive Vice President, General Counsel and Corporate Secretary

•

use evaluation criteria that include both internally measured performance (represented by our performance against our financial targets) and externally measured performance (represented by relative total stockholder return);

•

place significant weight on long-term equity compensation, thereby tying the total compensation of our executives to the achievement of sustained stockholder value creation; and

•

provide a mix of short-term annual cash incentive compensation and long-term performance-based equity compensation.

•

At-Will Employment.  We do not have fixed-term employment agreements with our NEOs.

•

Clawback Policy.  Our recoupment policy extends to both cash incentive and equity compensation, and permits us to recover incentive compensation paid to executives in connection with a restatement of the Company’s financial statements or in cases where the executive’s conduct would permit the Company to terminate him or her for “cause.”

•

No Single-Trigger Change-in-Control Payments.  We utilize double-trigger change-in-control provisions.

•

No Tax Gross-Ups.  We do not have tax gross-ups.

•

No Hedging or Pledging.  We prohibit hedging and pledging of Company stock.

•

Stock Ownership Guidelines and Retention Requirements. We require significant stock ownership and retention by our executive officers.

•

Limited Perquisites. Our executive officers receive limited perquisites.

•

No Unearned Dividends or Dividend Equivalents. Our executive officers receive dividend equivalents on equity awards only to the extent that the awards are earned.

2021 Company Performance

•    Grew total revenue 4%, reflecting generally improved markets, strong demand for EnhancedClean™ services and work orders, and also from the benefits of the strategic Able acquisition.

•    Increased net income to $126.3 million, representing significant growth over the prior year.

•    Increased adjusted EBITDA⁽¹⁾ to $455.0 million, powered by increased revenue, and strong management execution, and improved adjusted EBITDA margin⁽¹⁾ to a record 7.3% driven by positive service mix and from actively managing labor efficiency.

•    Paid $51 million in dividends to stockholders marking 222 consecutive quarters of dividend payments.

Pay Governance and Philosophy

•    Provide compensation plans with a significant portion of the total pay at-risk in short- and long-term incentives and a greater emphasis on the long-term plans, and payouts based on achievements of financial and non-financial objectives.

•    Maintain policies that promote good governance and serve the interests of our stockholders, including policies on anti-pledging, anti-hedging, insider trading, stock ownership guidelines for executives and clawbacks.

•    Follow best practices such as maximum caps on our short- and long-term incentive plans, a combination of relative and absolute performance metrics in our performance share program, multi-year vesting of our time-based stock awards, and no guaranteed base salary increases.

•    Hold an advisory say-on-pay vote on an annual basis, with a proven track record of investor support of executive compensation plans.

•    Pay programs align our executives' compensation with strategic goals while motivating and retaining executives critical to our future success and long-term performance.  

•    A significant portion of our executives' compensation is at-risk, with approximately 87% of our CEO's compensation and approximately 77% of our other NEO's compensation tied to short- and long-term incentive plans.

•    Pay levels are set commensurate with performance and intended to attract and retain high quality executive talent, with our total target pay aligning with our peer median.

•    Committee engages an independent compensation consultant to advise on internal pay equity among executives, pay-for-performance alignment and external market competitiveness, including peer analyses.

NEO 2021 Pay

•    Base salaries reflect each NEO's role, responsibility, experience, individual performance and market conditions, without automatic or guaranteed increases.

•    Corporate goals under the Company’s annual cash incentive program were achieved at maximum payout for adjusted net income, above target payout for revenue, and above target payout for safety, each based on performance targets aligned to the fiscal year 2021 budget goals. Payouts relating to the corporate goals reflected our significant progress in developing and launching the Company’s ELEVATE strategy, with personal objectives for the NEOs also achieved at above target performance, ranging between 125% and 150% of target.

•    Long-term equity incentives were awarded in January 2021, with (i) more than a majority (60%) granted in the form of three-year performance-based shares tied to adjusted EBITDA and organic revenue, along with a relative-total stockholder return (“TSR”) modifier on a scale of 80% to 120% of the earned award and (ii) the remainder (40%) granted in the form of time-based RSUs, with both awards earned over a three-year period.

•    Our 2019–2021 Performance Share Program for NEOs, which commenced with the 2019 fiscal year, used performance metrics comprised of adjusted EBITDA (as further adjusted for the impact of the Able acquisition), organic revenue growth and return on invested capital (“ROIC”), and covered a performance period from November 1, 2018, through October 31, 2021. Achievement under the 2019–2021 Performance Share Program corporate metrics resulted in an earned award at 131.7% of target. However, after application of the 112% TSR modifier accounting for the Company’s ranking in the 65th percentile of S&P Composite 1500 Services & Supplies Index companies, final payout for the 2019-2021 Performance Share Program was at 147.5% of target.

Why you should support Say-on-Pay Proposal

•    ABM successfully navigated through a dynamic and challenging business environment during fiscal year 2021 with agility, resiliency, and dedication to serve our clients.

•    The Company’s 2021 incentive payouts reflected our achievement in motivating our executives and other employees to achieve operational and financial goals that support our long-term business objectives and strategic priorities, and, in the case of the 2021 annual cash incentive, were paid on the basis of the Company’s outperforming its 2021 financial targets.

•    We are committed to pay programs that align the strategic priorities of management with the interests of stockholders and also serve to attract, motivate and retain a high-quality management team focused on ABM's strategy execution. ABM measures its progress against strategic priorities over the long-term based primarily on financial metrics relating to revenue growth, profitability, cash flow and capital returns.

(1)

Adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Reconciliations of these financial measures to the nearest GAAP financial measures are set forth in Appendix A to this Proxy Statement.

•

approves CEO annual performance objectives and performance achievement;

•

approves our compensation market analysis process, as well as the companies used for compensation and design comparison purposes;

•

approves performance metrics for our annual and long-term incentive compensation programs;

•

approves non-CEO executive officer compensation, based on recommendations from the CEO; and

•

performs an annual evaluation of risk as it pertains to our Company-wide incentive compensation plans and programs.

•

companies, like ABM, that provide business-to-business services, such as outsourcing, logistics management, food service, staffing, and cleaning;

•

companies in other industries that have a high ratio of employees to revenue or market capitalization; and

•

companies that generate annual revenue comparable to ABM.

2021 COMPENSATION COMPARATOR GROUP

Aramark

ArcBest Corporation

The Brink’s Company

C. H. Robinson Worldwide, Inc.

Cintas Corporation

Comfort Systems USA, Inc.

Cushman & Wakefield plc

EMCOR Group, Inc.

Healthcare Services Group, Inc.

Insperity, Inc.

Iron Mountain Incorporated

J.B. Hunt Transport Services, Inc.

Kelly Services, Inc.

Republic Services, Inc.

Robert Half International Inc.

SP Plus Corporation

Stericycle, Inc.

Terminix Global Holdings, Inc.

TrueBlue, Inc.

United Rentals, Inc.

Werner Enterprises, Inc.

Pay Element

Description and Purpose

Link to Business and Strategy

Base salary – payable in cash

•    Fixed compensation, designed to recognize individual responsibilities, performance, leadership skills and time in role; annual review and adjustment, if appropriate

•    Competitive base pay intended to attract and retain strong executive talent capable of leading the Company in our dynamic and competitive environment

Annual short-term incentives – payable in cash

•    Variable compensation designed to reward annual performance related to Company key financial and operational measures as well as individual objectives

•    Design of short-term incentives is evaluated annually for alignment with Company strategy; metrics are focused on financial and individual performance targets aligned with short-term company objectives

Long-term incentives – structured as equity awards, settled in Company stock

•    Variable, at-risk compensation that consists of a mix of performance-based and time-based equity awards; designed to motivate and retain our NEOs to achieve the Company’s long-term goals aligning them with the interests of our stockholders

•    Programs are evaluated annually for alignment with achievement of Company’s long-term strategic objectives; metric selection aligned with achieving business strategy and priorities in the long-term

CEO Compensation

Other NEO Compensation

Named Executive Officer

2020 Annual

Base Salary⁽¹⁾

2021 Annual

Base Salary

Scott Salmirs

$990,000

$990,000

Earl R. Ellis

--

⁽²⁾

$600,000

Dean A. Chin

$391,100

$415,000

Joshua H. Feinberg

$550,000

$550,000

Rene Jacobsen

$550,000

$600,000

Andrea R. Newborn

$510,000

$530,000

(1)

Voluntary 20% salary reductions that NEOs took from May 1, 2020, through July 31, 2020, are not reflected in base salaries for fiscal year 2020.

(2)

Mr. Ellis commenced employment with the Company in November 2020, during fiscal year 2021.

2021 Annual Cash Incentive Program

Cash Bonus as a Percent of Salary

Target Bonus Opportunity as Percentage
of Salary

Maximum Bonus Opportunity as Percentage of Salary

Named Executive Officer

Scott Salmirs

125%

241%

Earl R. Ellis

125%

241%

Dean A. Chin

50%

96%

Joshua H. Feinberg

125%

241%

Rene Jacobsen

125%

241%

Andrea R. Newborn

70%

135%

Financial & Safety Objectives (85%)

Target

Actual

Actual vs.

Target

Funding
Levels

Adjusted Income from Continuing Operations⁽¹⁾  
(60% weighting)

$153.0m

$240.1m

156.9%

200%

Revenue
(15% weighting)

$6.101b

$6.128b

100.4%

104%

Funding Level of Financial Objectives
(75% weighting)

180.8%

Funding Level Safety Objectives⁽²⁾

(10% weighting)

--

--

--

116.0%

(1)

Adjusted Income from Continuing Operations is a non-GAAP measure. A reconciliation to the nearest GAAP measure, Income from Continuing Operations, is set forth in Appendix A.

(2)

Comprised of numerous metrics, including but not limited to pre-determined improvement metrics with respect to workers’ compensation, general, aviation and auto liability claims frequency, and leadership visitation and action with regard to safety that resulted in a funding level of 116%. Due to the ongoing COVID-19 pandemic, leadership visitation targets were suspended for fiscal year 2021.

•

The ABM Way – Introduced and led significant progress on the future-state roadmaps for key enterprise initiatives; championed the design and implementation of workforce management and client-facing technology

•

Grow ABM – Developed comprehensive strategic plan, “ELEVATE”; fully executed EnhancedClean™ and Enhanced Facility resulting in sales target achievement for both EnhancedClean™ sales and cross-sell bookings; achieved American National Standards Institute accreditation; launched the EnhancedFacility Certification program

•

Win with Talent – Implemented human capital-related initiatives including the formation of ABM’s Culture & Inclusion Council; applied site-specific action plans for client sites with high voluntary turnover; continued to build and strengthen high performing leadership team through assessment and development programs

Named Executive Officer

2021 Performance

2021 CIP

Payout

Financial

Objectives Funding Level

(75% weighting⁽¹⁾

Safety

Objectives Funding Level

(10% weighting)

Personal Objectives (15% weighting)

Key 2021 Goals and Achievement Funding Levels

Earl R. Ellis
Executive Vice President and Chief Financial Officer

180.8%

116.0%

125%

$1,140,927

(166.0% of Target)

•   The ABM Way – Created business case for ELEVATE and established governance to track all related investments; launched forum for ongoing tech transformation; integrated Able Finance team

•   Grow ABM – Developed 5-year financial plan focused on organic growth and Mergers & Acquisition; established investment needs to support the plan; initiated refinancing of the credit facility

•   Win With Talent – Assessed Finance structure and talent, including making key new hires; merged Treasury under Controllership

Dean A. Chin
Senior Vice President, Chief Accounting Officer, Corporate Controller and Treasurer (also served as Interim Chief Financial Officer from July 2020 – November 2020)

180.8%

116.0%

125%

$344,352

(166.0% of Target)

•   The ABM Way – Assumed journey leadership oversight role for systems transformation within expected go-live timelines; assumed co-leadership over the internal Enterprise Risk Management (“ERM”) committee; developed ABM’s revised ERM program framework and execution timeline

•   Grow ABM – Amended and expanded our credit facility agreement to $1.95 billion; successfully led the accounting and SEC reporting of the Able acquisition

•   Win With Talent – Assumed the Treasurer role; effectively managed the transition of the Corporate Financial Planning & Analysis and Enterprise Shared Services leadership

Joshua H. Feinberg
Executive Vice President and Chief Strategy and Transformation Officer

180.8%

116.0%

150%

$1,166,708

(169.7% of Target)

•   The ABM Way – Future-state and workforce management roadmaps executed to plan and on or under budget for fiscal year 2021; new change management leader hired

•   Grow ABM – Rolled out and began execution on strategic plan; executed EnhancedClean™/ EnhancedFacility throughout fiscal year 2021; executed on ongoing Mergers & Acquisitions strategy

•   Win With Talent – Hiring complete for all key leader roles; partnered with Human Resources to develop retention initiatives in key areas

Rene Jacobsen
Executive Vice President and Chief Operating Officer

180.8%

116.0%

150%

$1,272,773

(169.7% of Target)

•   The ABM Way – Led the integration of Able Services; reorganized Client Experience and Operations Support to support all Industry Groups; standardized National Accounts and Strategic Accounts

•   Grow ABM – Assumed organizational management of all industry groups; established new Manufacturing and Distribution Industry Group; maintained year-over-year performance in cross-selling; executed EnhancedClean™/ EnhancedFacility throughout fiscal year 2021

•   Win With Talent – Focused on development of top talent; implemented engagement and retention efforts at high turnover and high priority client sites; piloted mentoring program in Business and Industry Industry Group; launched Career Framework for Operations

Andrea R. Newborn
Executive Vice President, General Counsel and Secretary

180.8%

116.0%

150%

$629,598

(169.7% of Target)

•  The ABM Way – Increased compliance focus and reporting, enterprise-wide, including enhanced training and implementation of workforce management improvements; oversight of COVID-related safety and compliance initiatives

•   Grow ABM – Played lead role in Mergers & Acquisitions and Joint Venture activity; completed advantageous closure of various legal cases, including settlement of Bucio lawsuit to mitigate further risk

•   Win With Talent – Increased focus on succession and development plans for team; assessed diversity of outside counsel with goal to increase where appropriate

(1)

See table on page 27 for more detail relating to Financial Objectives.

Performance
Level

% Achievement for Each Company Financial Metric

Award

Funding %

Maximum

≥ 135

200

≥ 125

150

≥ 115

125

Target

≥ 95 - 105

100

≥ 90

85

Threshold

≥ 75

50

< 75

0

2021-2023 TSR Performance Share Table

ABM Three-Year
Percentile
Ranking

Modification Percentage Applies to Shares Earned

Threshold

25th Percentile

80%

Target

50th Percentile

100%

Maximum

75th Percentile

120%

Fiscal Year 2021 Equity Awards*

Named Executive Officer

2021-2023
TSR-Modified
Performance Shares

2021 Annual RSU

One-Time Onboarding
RSU

Aggregate

Value of Equity
Awards
(at target)

($)

Number
Granted
(at target)

Grant
Date
Value per
Share
($)⁽¹⁾

Number
Granted

Grant
Date
Value per
Share
($)⁽²⁾

Number
Granted

Grant
Date
Value per
Share
($)⁽²⁾

Scott Salmirs

61,420

43.52

43,730

40.75

--

--

4,454,996

Earl R. Ellis

16,544

43.52

11,779

40.75

58,139

⁽³⁾

38.70

3,449,968

Dean A. Chin

4,005

43.52

2,852

40.75

--

--

290,517

Joshua H. Feinberg

15,165

43.52

10,798

40.75

--

--

1,099,999

Rene Jacobsen

16,544

43.52

11,779

40.75

--

--

1,199,989

Andrea R. Newborn

10,857

43.52

7,730

40.75

--

--

787,494

*

The Company does not publicly disclose its specific targets applicable to equity compensation programs until after the performance period is over, including specific target goals for financial metrics comprised of adjusted EBITDA and organic revenue due to potential competitive harm. The Committee has set performance goals that it believes are challenging, but attainable, with significant effort on the part of the Company. Please see Appendix A for a discussion regarding how these measures are calculated from the Company’s financial statements. For additional information on our NEOs’ fiscal year 2021 equity awards, please see “Grants of Plan-Based Awards During Fiscal Year 2021.”

(1)

The grant date fair value of the PSs was calculated in accordance with ASC Topic 718 using a Monte Carlo simulation that used various assumptions including an expected term based on the period from the grant date to October 31, 2024 the last day of the performance period, an expected volatility of 42.9% and a risk-free interest rate of 0.2%.

(2)

The grant date fair value of the RSUs represents the closing price of ABM common stock on date of grant.

(3)

In the case of Mr. Ellis, the RSUs granted in the One-Time Onboarding RSU column reflect his sign-on grant made as of December 21, 2020. This grant was intended to offset the outstanding equity value from his previous employer.

Performance
Level

% Achievement for Each Company Financial Metric

Award

Funding %

Maximum

≥ 135

200

≥ 125

150

≥ 115

125

Target

≥ 95 - 105

100

≥ 90

85

Threshold

≥ 75

50

< 75

0

Weighting

Target Goal

Actual

%
Achievement

%
Payout

Weighted
Payout

Adjusted EBITDA⁽¹⁾

60%

$376m

$447.7m

119.1%

135.3%

81.18%

Organic Revenue⁽¹⁾

20%

$7.053b

$6.128b

86.9%

77.8%

15.56%

ROIC⁽¹⁾

20%

7.0%

9.1%

130.0%

175.0%

35.00%

Award Payout (prior to TSR Modifier)

131.7%

(1)

Adjusted EBITDA (as further adjusted for the impact of the Able acquisition), Organic Revenue and ROIC are a non-GAAP financial measures. A description of how these measures are calculated from ABM’s financial statements is set forth in Appendix A to this Proxy Statement.

2019-2021 TSR Performance Share Table

ABM Three-Year
Percentile
Ranking

Modification Percentage Applies to Shares Earned

Threshold

25th Percentile

80%

Target

50th Percentile

100%

Maximum

75th Percentile

120%

Named Executive Officer

2019-2021
TSR Performance
Shares
(Target)⁽¹⁾

2019-2021
TSR Performance
Shares
(Earned)⁽¹⁾

Scott Salmirs

80,406

118,599

Earl R. Ellis⁽²⁾

--

--

Dean A. Chin

5,380

7,936

Joshua H. Feinberg⁽³⁾

--

--

Rene Jacobsen

10,354

15,272

Andrea R. Newborn

10,354

15,272

(1)

Includes dividend equivalent units accrued on earned shares as of January 9, 2022.

(2)

Mr. Ellis became an employee in November 2020 and as such did not receive a grant of 2019-2021 TSR-Modified Performance Shares.

(3)

Mr. Feinberg became an employee in November 2019 and as such did not receive a grant of 2019-2021 TSR-Modified Performance Shares.

Position

Requirements

CEO

Shares with a fair market value equal to six times base salary

Executive Vice Presidents

Shares with a fair market value equal to three times base salary

Senior Vice Presidents and certain subsidiary senior officers

Shares with a fair market value equal to base salary

2021, 2020 and 2019 Summary Compensation Table

Salary

Bonus⁽¹⁾

Stock

Awards⁽²⁾

Non-equity

Incentive

Plan

Compensation⁽³⁾

All

Other

Compensation⁽⁴⁾

Total

Name and Principal Position

Year

($)

$

($)

($)

($)

($)

Scott Salmirs

2021

990,000

4,454,996

2,100,038

11,600

7,556,634

President and

2020

940,500

7,772,033

1,237,500

16,988

9,967,021

Chief Executive Officer

2019

990,000

3,959,958

1,360,013

20,294

6,330,265

Earl R. Ellis⁽⁵⁾

2021

552,273

3,449,968

1,140,927

7,000

5,150,168

Executive Vice President

and Chief Financial Officer

Dean A. Chin⁽⁶⁾⁽⁷⁾

2021

411,017

250,000

290,517

344,352

29,000

1,324,886

Senior Vice President, Chief

2020

381,323

250,000

474,031

214,500

16,588

1,336,442

Accounting Officer, Corporate

Controller and Treasurer (also

served as Interim Chief Financial

Officer from July 2020 - November

2020)

Joshua H. Feinberg⁽⁷⁾

2021

550,000

1,099,999

1,166,708

0

2,816,707

Executive Vice President and Chief

2020

522,500

2,600,023

604,300

0

3,726,823

Strategy and Transformation Officer

Rene Jacobsen

2021

600,000

1,199,989

1,272,773

59,051

3,131,813

Executive Vice President and

2020

522,500

1,418,005

604,300

19,000

2,563,805

Chief Operating Officer

2019

513,333

759,950

379,300

20,094

1,672,677

Andrea R. Newborn

2021

526,667

100,000

787,494

629,598

11,600

2,055,359

Executive Vice President, General

2020

484,500

1,186,987

391,600

6,800

2,069,887

Counsel and Corporate Secretary

2019

510,000

509,958

396,890

11,308

1,428,156

(1)

On January 7, 2022, the Committee awarded Ms. Newborn a one-time cash bonus of $100,000 to compensate her for assuming the role of Interim Chief Human Resources Officer from May 2021 through August 2021.  On October 12, 2020, the Committee awarded Mr. Chin a cash bonus of $500,000 in the aggregate, to compensate him for assuming the Interim Chief Financial Officer role from July 2020 to November 2020. The first installment of $250,000 was paid to him on October 30, 2020 and the second installment of $250,000 was paid to him on July 31, 2021.

(2)

The values shown are the aggregate grant date fair values for PS and RSU awards computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures, based on target levels of achievement (the probable outcome at grant), in the case of PSs. A discussion of assumptions used in calculating these values may be found in Note 15, “Share-Based Compensation Plans,” in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021. The target values for 2021-2023 TSR-Modified Performance Shares granted in fiscal year 2021 under the 2021–2023 Performance Share Program are as follows: Mr. Salmirs, $2,703,094; Mr. Ellis, $728,101; Mr. Chin, $176,260; Mr. Feinberg, $667,412; Mr. Jacobsen, $728,101; and Ms. Newborn, $477,817. The maximum possible values for 2021-2023 TSR-Modified Performance Shares granted in fiscal year 2021 under the 2021-2023 Performance Share Program are as follows: Mr. Salmirs, $6,487,426; Mr. Ellis, $1,747,443; Mr. Chin, $423,024; Mr. Feinberg, $1,601,788; Mr. Jacobsen, $1,747,443; and Ms. Newborn, $1,146,760. These values are calculated using the October 29, 2021 closing price of $44.01 per share.

(3)

Amounts shown in this column represent annual performance-based cash payments under the CIP, as described in the Compensation Discussion & Analysis.

(4)

The Company factors the dollar value of dividends or other earnings paid on stock awards into the aggregate grant date fair value calculations reflected in the “Stock Awards” column of this table. As such the 2020 and 2019 amounts shown have been revised to remove the value of the DEUs credited on outstanding RSUs and PSs for such years. For fiscal year 2021, this column represents:

•

for Mr. Salmirs: ABM contributions to the 401(k) plan.  

•

for Mr. Ellis: ABM contributions to the 401(k) plan.

•

for Mr. Chin: ABM contributions to the 401(k) plan, $11,600; auto allowance, $10,200; fuel card, $3,600; parking allowance, $3,600.

•

for Mr. Jacobsen: ABM contributions to the 401(k) plan, $10,000; auto allowance, $9,350; fuel card, $1,980; relocation expense, $37,721.

•

for Ms. Newborn: ABM contributions to the 401(k) plan.

(5)

For Mr. Ellis, only compensation for fiscal year 2021 is shown as he became an employee on November 30, 2020.

(6)

Mr. Chin assumed the role of Interim Chief Financial Officer from July 1, 2020 to November 30, 2020 in addition to his role as Senior Vice President, Chief Accounting Officer and Corporate Controller effective July 1, 2020 upon the resignation and departure of Mr. Scaglione, the Company’s former Chief Financial Officer.

(7)

For Messrs. Feinberg and Chin, only compensation for fiscal years 2020 and 2021 are shown as neither served as an NEO in fiscal year 2019.

Grants of Plan-Based Awards During Fiscal Year 2021

Name

Grant

Date

Estimated Future Payouts Under Non-

Equity Incentive Plan Awards⁽¹⁾
($)

Estimated Future Payouts Under Equity

Incentive Plan Awards⁽²⁾
(#)

All Other

Stock

Awards: Number

of Shares

of Stock

or Units⁽³⁾

Grant Date

Fair Value of

Stock and

Option

Awards⁽⁴⁾

($)

Threshold

Target

Maximum

Threshold

Target

Maximum

 Scott Salmirs

n/a

262,969

1,237,500

2,382,188

1/8/2021

24,568

61,420

147,408

2,672,998

1/8/2021

43,730

1,781,998

Earl R. Ellis

n/a

159,375

750,000

1,443,750

12/21/2020

58,139

⁽⁵⁾

2,249,979

1/8/2021

6,618

16,544

39,706

719,995

1/8/2021

11,779

479,994

Dean A. Chin

n/a

44,094

207,500

399,438

1/8/2021

1,602

4,005

9,612

174,298

1/8/2021

2,852

116,219

Joshua H. Feinberg

n/a

146,094

687,500

1,323,438

1/8/2021

6,066

15,165

36,396

659,981

1/8/2021

10,798

440,018

Rene Jacobsen

n/a

159,375

750,000

1,443,750

1/8/2021

6,618

16,544

39,706

719,995

1/8/2021

11,779

479,994

Andrea R. Newborn

n/a

78,838

371,000

714,175

1/8/2021

4,343

10,857

26,057

472,497

1/8/2021

7,730

314,997

(1)

Includes the annual cash incentive opportunity for fiscal year 2021 under the CIP. Actual payments made for fiscal year 2021 are reported in the “Summary Compensation Table” in the “Non-equity Incentive Plan Compensation” column. For additional information regarding these awards, see the “Compensation Discussion and Analysis” section of this Proxy Statement.

(2)

Includes 2021-2023 TSR-Modified Performance Shares that were awarded in fiscal year 2021 under the 2006 Equity Incentive Plan. For additional information regarding these awards, see the “Compensation Discussion and Analysis” section of this Proxy Statement.

(3)

Includes RSUs granted under the 2006 Equity Incentive Plan in fiscal year 2021. For additional information regarding these awards, see the “Compensation Discussion and Analysis” section of this Proxy Statement.

(4)

Computed in accordance with FASB ASC Topic No. 718, excluding the effect of estimated forfeitures, based on target levels of achievement (the most probable outcome), in the case of the PSs. A discussion of assumptions used in calculating these values may be found in Note 15, “Share-Based Compensation Plans,” in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021.

(5)

On December 21, 2020, Mr. Ellis received a sign-on grant of RSUs which vest ratably over a three-year period.

Outstanding Equity Awards at 2021 Fiscal Year-End

Stock Awards

Name

Stock

Award

Grant

Date

Number

of Shares

or Units of

Stock That

Have Not

Vested

(#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested⁽⁷⁾

($)

Equity

Incentive

Plan

Awards:

Number

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

(#)

Equity

Incentive Plan

Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested⁽⁷⁾

($)

Scott Salmirs

1/10/2018

27,370

⁽¹⁾

1,204,554

1/9/2019

14,939

⁽¹⁾

657,465

1/9/2019

118,105

⁽²⁾

5,197,801

1/9/2020

19,783

⁽³⁾

870,650

83,061

⁽⁵⁾

3,655,515

7/14/2020

50,013

⁽⁴⁾

2,201,072

1/8/2021

44,069

⁽³⁾

1,939,477

61,896

⁽⁶⁾

2,724,043

Earl R. Ellis

12/21/2020

40,371

⁽³⁾

1,776,728

1/8/2021

11,870

⁽³⁾

522,399

16,672

⁽⁶⁾

733,735

Dean A. Chin

1/10/2018

1,078

⁽¹⁾

47,443

1/9/2019

999

⁽¹⁾

43,966

1/9/2019

7,903

⁽²⁾

347,811