DEF 14A
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DividendsOrOtherEarningsPaidPriorToTheVestingDateOnEquityAwardsDuringTheCoveredFiscalYearMemberecd:NonPeoNeoMember2022-11-012023-10-310000771497ecd:NonPeoNeoMemberabm:ChangeInFairValueOfEquityAwardsGrantedInPriorFiscalYearsThatVestedDuringTheCoveredFiscalYearMember2020-11-012021-10-310000771497abm:ExcessFairValueForEquityAwardModificationsMemberecd:NonPeoNeoMember2021-11-012022-10-310000771497ecd:PeoMemberabm:FairValueAtFiscalYearEndOfEquityAwardsGrantedInTheCoveredFiscalYearThatWereOutstandingAndUnvestedAsOfTheCoveredFiscalYearEndMember2021-11-012022-10-310000771497ecd:NonPeoNeoMemberabm:OptionAwardsColumnValueMember2020-11-012021-10-310000771497ecd:NonPeoNeoMemberabm:FairValueAsOfPriorFiscalYearEndOfEquityAwardsGrantedInPriorFiscalYearsThatFailedToVestDuringTheCoveredFiscalYearMember2021-11-012022-10-310000771497abm:ExcessFairValueForEquityAwardModificationsMemberecd:PeoMember2021-11-012022-10-310000771497ecd:PeoMemberabm:OptionAwardsColumnValueMember2022-11-012023-10-310000771497ecd:NonPeoNeoMemberabm:ChangeInFairValueOfEquityAwardsGrantedInPriorFiscalYearsThatWereOutstandingAndUnvestedAsOfTheCoveredFiscalYearEndMember2021-11-012022-10-310000771497ecd:PeoMemberabm:ServiceCostOfPensionBenefitsMember2021-11-012022-10-31000077149732022-11-012023-10-310000771497ecd:NonPeoNeoMemberabm:ChangeInFairValueOfEquityAwardsGrantedInPriorFiscalYearsThatVestedDuringTheCoveredFiscalYearMember2022-11-012023-10-310000771497ecd:PeoMemberabm:ChangeInFairValueOfEquityAwardsGrantedInPriorFiscalYearsThatWereOutstandingAndUnvestedAsOfTheCoveredFiscalYearEndMember2021-11-012022-10-310000771497ecd:NonPeoNeoMemberabm:FairValueAsOfPriorFiscalYearEndOfEquityAwardsGrantedInPriorFiscalYearsThatFailedToVestDuringTheCoveredFiscalYearMember2022-11-012023-10-310000771497ecd:NonPeoNeoMemberabm:FairValueAtFiscalYearEndOfEquityAwardsGrantedInTheCoveredFiscalYearThatWereOutstandingAndUnvestedAsOfTheCoveredFiscalYearEndMember2022-11-012023-10-310000771497abm:PriorServiceCostOfPensionBenefitsMemberecd:PeoMember2020-11-012021-10-31000077149712022-11-012023-10-310000771497ecd:PeoMemberabm:ChangeInFairValueOfEquityAwardsGrantedInPriorFiscalYearsThatVestedDuringTheCoveredFiscalYearMember2021-11-012022-10-310000771497ecd:PeoMemberabm:StockAwardsColumnValueMember2020-11-012021-10-3100007714972022-11-012023-10-310000771497ecd:PeoMemberabm:FairValueAtFiscalYearEndOfEquityAwardsGrantedInTheCoveredFiscalYearThatWereOutstandingAndUnvestedAsOfTheCoveredFiscalYearEndMember2022-11-012023-10-310000771497abm:DollarValueOfDividendsOrOtherEarningsPaidPriorToTheVestingDateOnEquityAwardsDuringTheCoveredFiscalYearMemberecd:PeoMember2020-11-012021-10-310000771497ecd:PeoMemberabm:ServiceCostOfPensionBenefitsMember2022-11-012023-10-3100007714972020-11-012021-10-310000771497ecd:NonPeoNeoMemberabm:ServiceCostOfPensionBenefitsMember2020-11-012021-10-3100007714972021-11-012022-10-310000771497ecd:PeoMemberabm:OptionAwardsColumnValueMember2021-11-012022-10-310000771497abm:DollarValueOfDividendsOrOtherEarningsPaidPriorToTheVestingDateOnEquityAwardsDuringTheCoveredFiscalYearMemberecd:NonPeoNeoMember2020-11-012021-10-310000771497abm:FairValueAtVestingDateOfEquityAwardsGrantedAndVestedInTheCoveredFiscalYearMemberecd:NonPeoNeoMember2021-11-012022-10-31000077149742022-11-012023-10-310000771497ecd:PeoMemberabm:PriorServiceCostOfPensionBenefitsMember2022-11-012023-10-310000771497abm:DollarValueOfDividendsOrOtherEarningsPaidPriorToTheVestingDateOnEquityAwardsDuringTheCoveredFiscalYearMemberecd:PeoMember2022-11-012023-10-310000771497ecd:NonPeoNeoMemberabm:AggregateChangeInActuarialPresentValueOfPensionBenefitsMember2021-11-012022-10-310000771497ecd:NonPeoNeoMemberabm:ChangeInFairValueOfEquityAwardsGrantedInPriorFiscalYearsThatWereOutstandingAndUnvestedAsOfTheCoveredFiscalYearEndMember2020-11-012021-10-310000771497abm:ExcessFairValueForEquityAwardModificationsMemberecd:NonPeoNeoMember2020-11-012021-10-310000771497ecd:PeoMemberabm:AggregateChangeInActuarialPresentValueOfPensionBenefitsMember2020-11-012021-10-310000771497ecd:NonPeoNeoMemberabm:OptionAwardsColumnValueMember2021-11-012022-10-310000771497ecd:NonPeoNeoMemberabm:StockAwardsColumnValueMember2021-11-012022-10-31iso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A

 

(RULE 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. ___)

 

Filed by the Registrant

 

Filed by a Party Other than the Registrant

 

 

Check the appropriate box:

 

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

 

https://cdn.kscope.io/c6d196909e21d6ec74e2c1d3ef7e82b4-img177491175_0.jpg

 

ABM Industries Incorporated

 

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

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

 


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February 15, 2024

 

 

Dear Stockholders:

On behalf of the ABM Industries Incorporated Board of Directors, I am very pleased to report that ABM successfully navigated through choppy macroeconomic conditions and delivered solid financial results in 2023, while also advancing several strategic initiatives related to our ELEVATE strategy. I also wanted to take the opportunity to thank you for your continued interest, ownership, and support of the Company.

The Board is once again delighted to use this letter to communicate our assessment of ABM’s overall performance during the past year, which was quite notable given the commercial real estate challenges and labor-related headwinds the Company faced all year.

Strategy Oversight and Board Focus

Throughout 2023, the Board focused on ensuring that the management team understood the risks and opportunities related to the weak commercial real estate market and was prepared to respond accordingly. The Board supported management’s plan, including the Company’s continued execution across its diversified service and client mix. The Company’s flexible labor model also helped ABM successfully manage through the unsettled market.

The Board continued to oversee the management team’s technology and growth-focused operational enhancement efforts, as well as advised on the Company’s capital allocation priorities to drive long-term stockholder value. The Board’s commitment to responsible corporate governance is unwavering, as are our priorities of judicious risk management, effective executive compensation practices and leadership talent retention. We are also pleased that ABM has a consistent and forward-looking focus on socially responsible initiatives and practices, including workforce management and communications, diversity and inclusion, all of which we believe are critical drivers of ABM’s long-term success.

Fiscal Year 2023 Financial Performance

During 2023, the Company grew revenue 3.7% to $8.1 billion, through a mix of solid organic growth and growth from acquisitions. Organic growth largely reflected strong markets served by our Aviation segment and steady demand in our Education and Manufacturing & Distributions markets, coupled with several large new customer wins across the organization. Our increase in net income was aided by higher segment earnings and the benefits of cost controls and price increases, which helped to partially offset inflationary pressures.

The Company also significantly grew adjusted EBITDA and free cash flow in 2023, which enabled ABM to continue to invest in its business while also repurchasing roughly 5% of the total number of outstanding shares and raising its annual dividend for the 56th consecutive year.

Investing in Future Growth and ELEVATE Progress

ABM made significant progress on its ELEVATE initiatives in 2023, including the successful financial close utilizing its new cloud-based enterprise resource planning system for the Education segment. The Company also began the phased launch of its new employee mobile application called Team Connect, which is designed to deliver on-demand training, safety reminders, and task


 

management features among other capabilities. The Company plans to further build out and scale these capabilities across other parts of the organization in 2024.

Summary

2023 was a strong test for the Company and provided further proof that ABM has the right market positioning, long-term strategy, and management team to deliver consistent and sustainable performance, even in challenging conditions. Our asset-light business model, coupled with our ability to generate cash, provides multiple opportunities to grow our business while also returning capital to stockholders on a regular basis. The Board is pleased with the trajectory of the Company and will stay focused on raising the standard in everything we do, as well as being a driving force of a cleaner, healthier and more sustainable world.

 

 

Thank you for your continued support.

 

Sincerely,

 

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Sudhakar Kesavan

Chairman of the Board

 


 

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

 

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

WHEN

Wednesday, March 27, 2024
11:00 a.m. Eastern Time

PROXY VOTING – CAST YOUR VOTE RIGHT AWAY

Your vote is important. Even if you plan to attend the Annual Meeting, 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/ABM2024

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

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

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

ITEMS OF BUSINESS

1.
Election of the ten director nominees named in the proxy statement.
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, 2024.
4.
Transaction of such other business as may properly come before the Annual Meeting.

RECORD DATE

Stockholders of record at the close of business on January 29, 2024 are entitled to notice of, and to vote at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 27, 2024:

 

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

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

Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card or voting instruction card you received in the mail.

By Order of the Board of Directors,

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Andrea R. Newborn

Executive Vice President, General Counsel

and Corporate Secretary


 

 

TABLE OF CONTENTS

 

 

 

Page

PROXY STATEMENT

 

i

PROXY STATEMENT SUMMARY

 

i

CORPORATE GOVERNANCE AND BOARD MATTERS

 

1

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

 

2

Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2025

 

2

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

Environmental, Social, and Governance

 

11

Mandatory Retirement

 

13

Outside Board Limits

 

13

Board Committees

 

13

Board and Committee Attendance in Fiscal Year 2023

 

15

DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

 

15

2023 Non-Employee Director Compensation Elements

 

15

2023 Non-Employee Director Compensation Table

 

16

Non-Employee Director Deferred Compensation Plan

 

16

Director Stock Ownership Policy

 

17

EXECUTIVE COMPENSATION

 

18

PROPOSAL 2–ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

 

19

COMPENSATION DISCUSSION AND ANALYSIS

 

20

Our Compensation Philosophy and Practices

 

20

How We Compensated Our NEOs in 2023

 

25

Other Compensation and Governance-Related Matters

 

32

Compensation Committee Report

 

34

Additional Information About Executive Compensation

 

35

2023, 2022 and 2021 Summary Compensation Table

 

35

Grants of Plan-Based Awards During Fiscal Year 2023

 

36

Outstanding Equity Awards at 2023 Fiscal Year-End

 

37

Option Exercises and Stock Vested in Fiscal Year 2023

 

38

Nonqualified Deferred Compensation in Fiscal Year 2023

 

38

Potential Post-Employment Payments

 

39

2023 CEO Pay Ratio

 

42

Pay Versus Performance

 

43

AUDIT MATTERS

 

47

PROPOSAL 3–RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING OCTOBER 31, 2024

 

48

AUDIT-RELATED MATTERS

 

49

Audit Committee Report

 

49

Principal Accounting Firm Fees and Services

 

50

Policy on Preapproval of Independent Registered Public Accounting Firm Services

 

50

 

 


 

GENERAL INFORMATION

 

51

Certain Relationships and Transactions with Related Persons

 

52

Delinquent Section 16(a) Reports

 

52

Equity Compensation Plan Information

 

53

Security Ownership of Certain Beneficial Owners

 

53

Security Ownership of Directors and Executive Officers

 

54

Questions and Answers About the Proxy Materials and the Annual Meeting

 

56

Other Business

 

60

Submission of Stockholder Proposals for 2025 Annual Meeting

 

61

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

 

A-1

 

 

Note About Forward-Looking Statements

This Proxy Statement contains both historical and forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. We make forward-looking statements related to future expectations, estimates, and projections that are uncertain and often contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “outlook,” “plan,” “predict,” “should,” “target,” or other similar words or phrases. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and assumptions that are difficult to predict. Factors that might cause such differences include, but are not limited to, those discussed in Part 1 of ABM’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023 under Item 1A., “Risk Factors,” and we urge readers to consider these risks and uncertainties in evaluating our forward-looking statements. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

 

 


 

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PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by the board of directors (the “Board”) of ABM Industries Incorporated (“ABM” or the “Company”) of proxies to be voted at the Annual Meeting of Stockholders to be held on Wednesday, March 27, 2024 (the “Annual Meeting”). We began making our proxy materials available to stockholders on February 15, 2024.

 

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 27, 2024

11:00 a.m. Eastern Time

Place:

 

www.virtualshareholdermeeting.com/ABM2024

 

Record Date:

 

January 29, 2024

Stockholders of ABM as of January 29, 2024 (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/ABM2024. 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 11:00 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 10:45 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/ABM2024.

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/ABM2024.

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.

ABM Industries Incorporated 2024 Proxy Statement i


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Voting Matters and Board Recommendations

 

Proposals

Board Vote

Recommendation

Page Reference

(for more detail)

 

01

 

Election of ten director nominees to serve one-year terms

 

FOR EACH DIRECTOR NOMINEE

 

2

 

02

 

Advisory approval of our executive compensation

 

FOR

 

 

19

 

03

 

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2024

 

FOR

 

 

48

 

ABM AT A GLANCE

 

Percentage of Overall Revenue

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SERVICE LINES

JAN = Janitorial

ENG = Facilities Engineering

PKG = Parking

ATS = Technical Solutions

AVI = Aviation Services

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INDUSTRY GROUPS

B&I = Business & Industry

M&D = Manufacturing & Distribution

AVI = Aviation

EDU = Education

ATS = Technical Solutions

 

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ABM’s Business Highlights and Accomplishments in Fiscal Year 2023

 

ABM’s 2023 Achievements

We grew revenue 3.7% to $8.1 billion, comprised of organic growth of 2.4% and growth from acquisitions of 1.3%. Organic growth reflected strong activity in our Aviation segment, driven by robust leisure and business travel markets. Organic revenue growth was also boosted by solid demand in our Education and Manufacturing & Distribution segments, including the impact of several new customer wins. Our acquisition growth was primarily driven by the addition of RavenVolt, Inc., which we acquired in 2022.

We posted net income of $251.3 million, up 9.1% over the prior year. Adjusted EBITDA was $529.1 million(1) and full-year adjusted EBITDA margin was 6.8%(1). On an operating basis, the increase in net income was driven by higher segment earnings and the benefits of cost controls and prices increases, partially offset by wage cost inflation and significantly higher interest expense.

We continue to successfully navigate through a weak commercial real estate market. Our results in our Business & Industry segment reflect the advantages of our flexible labor model, as well as the diversity of services offered, and Business & Industry’s strong positioning in Class A multi-tenant office buildings.

We generated full year 2023 operating cash flow of $243.3 million and free cash flow of $190.7 million(1). Our strong performance reflects our asset light business model and has enabled us to invest in our business via our ELEVATE initiatives, as well as to return capital to our stockholders.

We repurchased 3.3 million shares of common stock in fiscal 2023 for a total cost of $137.1 million, reducing our outstanding share count by approximately 5%. Subsequent to fiscal year end, our Board of Directors approved a $150 million expansion of our existing share repurchase authorization.

We maintained our long-standing history of returning cash to our stockholders through the continuation of our cash dividend for the 57th consecutive year. ABM remains one of a small group of public companies, known as “Dividend Kings”, who have raised their annual dividend for over 50 consecutive years. After fiscal year-end, our Board of Directors increased our quarterly dividend 2.3% to $0.225 per share. This increase represents another step in ABM’s plan to achieve an adjusted net income payout ratio of 30% to 40% over the mid-term.

We made significant progress on our ELEVATE initiatives in 2023, including the successful financial close utilizing our new cloud-based enterprise resource planning system for the Education segment. We also had the initial launch of our new team member mobile app called Team Connect, which is designed to deliver on-demand training, safety reminders, clock-in and clock-out integrations, and task management features among other capabilities.

We released our 2022 Environmental, Social and Governance Sustainability Impact Report. The report highlights progress the Company’s long-term commitments and solutions that enable clients to address key risks and opportunities. We were also pleased to be named a 2023 DiversityInc noteworthy company for the first time and be included on Newsweek’s list of most responsible companies, among other awards.

(1)
Adjusted EBITDA, adjusted EBITDA margin and free cash flow 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.

CORPORATE GOVERNANCE AND BOARD HIGHLIGHTS

Board Composition and Nominees

The following chart reflects the principal occupation, age, tenure and committee memberships of each member of our Board of Directors ("Board").

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Name

Age

Director

Since

Occupation

Independent

Committee

Assignments

Quincy L. Allen

63

2021

Former Chief Marketing Officer of IBM Cloud, IBM Corporation

Yes

Audit;

Stakeholder and Enterprise Risk

LeighAnne G. Baker

65

2018

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

Yes

Compensation, Chair; Governance

Donald F. Colleran

68

2018

Former President and Chief Executive Officer of FedEx Express

Yes

Compensation;
Stakeholder and Enterprise Risk

James D. DeVries

60

2022

Chairman, President and Chief Executive Officer, ADT Corporation

Yes

Compensation

Art A. Garcia

62

2017

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

Yes

Audit, Chair;
Stakeholder and Enterprise Risk

Thomas M. Gartland

66

2015

Chairman and Chief Executive Officer of Montway Auto Group

Yes

Compensation;
Governance, Chair

Jill M. Golder

61

2019

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

Yes

Audit;
Governance

Sudhakar Kesavan

69

2012

Former Executive Chairman, ICF International, Inc.

Yes

Governance

Scott Salmirs

61

2015

President and Chief Executive Officer, ABM Industries Incorporated

No

Winifred M. Webb

65

2014

Founder; Kestrel Corporate Advisors

Yes

Audit;
Stakeholder and Enterprise Risk, Chair

 

Corporate Governance

Our Board is committed to thoughtful and independent representation of stockholder interests and corporate governance policies and practices that drive long-term stockholder value. The following points summarize certain aspects of our corporate governance:

 

ü

All directors and nominees other than Chief Executive Officer are independent

ü

Robust director and executive officer stock ownership guidelines

ü

Separate Chairman of Board and Chief Executive Officer

ü

Regular executive sessions of independent directors

ü

Director overboarding policy

ü

Risk oversight by Board and Committees

ü

Majority voting with resignation policy for directors in uncontested elections

ü

Declassified Board

ü

Board focused on refreshment and director succession planning

ü

Thorough annual Board and Committee self-evaluation process

ü

Diverse Board that provides a range of viewpoints

ü

Annual Board review of Company’s strategic plan

 

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Director Nominee Skills and Experience Matrix

Our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of perspectives that contribute to the Company’s execution of its business and strategies. The director nominee skills and experience matrix below summarizes some of the key attributes that management and our Board have identified as particularly valuable to the effective oversight of the Company and the execution of our corporate strategy. This director nominee skills and experience matrix is not intended to be an exhaustive list of each of our director nominees’ skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes and skills is included in their biographies beginning on page 2 of this Proxy Statement.

 

SKILL

Allen

Baker

Colleran

DeVries

Garcia

Gartland

Golder

Kesavan

Salmirs

Webb

Business Leadership / Strategy.
Service in an executive management position and experience in formulating and implementing long-term business strategy for a large organization

Specific End Market Industries.
Employment or other direct experience in industries or end markets related to ABM's industry groups

 

 

 

Financial / Capital Allocation.
Financial management of a large and diversified organization and experience with debt and capital markets transactions

 

 

Sales and Marketing.
Experience in leading and executing sales and marketing strategies in a business-to-business environment

 

 

Human Capital / Safety.
Experience in organizational management, compensation programs, talent development, recruiting, inclusion initiatives, and employee health and safety

Risk Oversight.
Experience in identifying, prioritizing, and managing a broad spectrum of risks, overseeing enterprise risk management and risk mitigation strategies

Information Technology / Cybersecurity.
Expertise in information technology and infrastructure, including cybersecurity

 

 

 

 

Other Public Company Board Experience.
Board-level experience at other publicly traded companies

Mergers and Acquisitions.
Experience in analyzing M&A target opportunities, executing transactions, and integrating acquired companies

Environmental.
Experience in managing or overseeing environmental and climate-related programs, policies, and practices, including related reporting

 

 

 

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Independence and Tenure

Our Corporate Governance Principles provide that a majority of our directors must be independent. Our Board is comprised of independent directors, with the exception of Mr. Salmirs.

 

Our Board maintains an ongoing commitment to refreshment and proactive assessment of its collective skills, experience and perspectives. The Board and the Governance Committee believe that this balance of experience, continuity and refreshment helps the Board most effectively serve the Company and its stockholders. The average tenure of our Board members is 6.9 years.

 

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Diversity

Our Board and Governance Committee are committed to Board diversity: 30% of our Board nominees are female and 30% are ethnically or racially diverse.

 

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Board Nominees Diversity Matrix

Total Number of Director Nominees

10

Gender Identity

 

Female

Male

Non-Binary

Did Not Disclose Gender

 

 

 

 

 

 

 

Director Nominees

3

7

-

-

 

 

 

 

 

 

 

Number of Director Nominees who identify in any of the categories below:

 

 

 

 

 

African American or Black

-

1

-

-

Asian

-

1

-

-

Hispanic or Latinx

-

1

-

-

White

3

4

-

-

 

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EXECUTIVE COMPENSATION HIGHLIGHTS

Our Compensation Practices

 

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

   Ensure rigorous and fair goals are established annually under both our annual and long-term incentive plans

   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

 

Our Executive Compensation Programs

In fiscal year 2023, our compensation programs continued to reflect the compensation philosophy established by our Compensation Committee – one that is intended to align our executives’ compensation with our strategic goals, and motivate and retain executives who are critical to our future success and long-term performance. Key features of our compensation philosophy include:

 

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.

 

Elements of Total Direct Compensation:

 

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.

 

 

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At-Risk Compensation

A significant portion of our executives’ compensation is at risk. At-risk compensation includes: annual cash incentive compensation (“bonus”), which is tied to annual financial and individual performance measures; performance-based equity awards, which are paid only if performance metrics established at the beginning of the three-year performance period are met; and time-based equity awards. Approximately 88% of our CEO’s compensation is at risk. An average of approximately 78% of our other named executive officers’ (“NEOs”) compensation is at risk.

 

CEO COMPENSATION

NEO COMPENSATION

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CORPORATE GOVERNANCE AND BOARD MATTERS

 

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

Nominees for Election to Serve as Directors for One-Year Terms Expiring in 2025

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

Environmental, Social and Corporate Governance

Mandatory Retirement

Outside Board Limits

Board Committees

Board and Committee Attendance in Fiscal Year 2023

DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

2023 Non-Employee Director Compensation Elements

2023 Non-Employee Director Compensation Table

Non-Employee Director Deferred Compensation Plan

Director Stock Ownership Policy

 

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

 

Proposal Summary

We are asking our stockholders to elect ten director nominees to serve on the Board for a one-year term and until their successors are duly elected and qualified. Information about the Board and each director nominee is included in this section. The number of directors is currently fixed at ten.

Board Recommendation

The Board unanimously recommends that you vote “FOR” each director nominee. After consideration of each nominee’s qualifications, skills and experience, as well as his or her prior contributions to our Board, the Board believes that each nominee should continue to serve on the Board.

Voting

Unless contrary instructions are received, the shares represented by a properly executed proxy will be voted “FOR” each of the director nominees presented below. If, at the time of the Annual Meeting, one or more of the director nominees has become unavailable to serve, the shares represented by proxies will be voted for the remaining nominees and for any substitute director nominee or nominees designated by the Board unless the size of the Board is reduced. The Board knows of no reason why any of the director nominees will be unavailable or unable to serve.

Director nominees are elected by stockholders by a majority of the votes cast. This means that the number of shares voted “for” a director’s election must exceed 50% of the number of votes cast on the issue of that director’s election at a stockholder meeting as more fully described under “Questions and Answers About the Proxy Materials and the 2024 Annual Meeting” of this Proxy Statement. Any nominee standing for re-election who does not receive a majority of votes cast “for” his or her re-election will be required to tender his or her resignation promptly following the failure to receive the required vote. The Governance Committee will then make a recommendation to the Board as to whether the Board should accept the resignation, and the Board will decide whether to accept the resignation.

 

 

Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2025

 

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Quincy L. Allen

Director Since 2021

Age 63

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), an international information technology services and consulting company, from 2012 to 2015. He previously served as chief executive officer of Vertis Communications, a direct marketing and advertising company, a position he 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), a leading provider of products and services through an integrated business-to-business platform and omnichannel presence, since 2020, where he serves as a member of the Audit and the Corporate Governance and Nominating Committees; and Lumen Technologies Corporation (NYSE:LUMN), an international facilities-based technology and communications company, since 2021, where he serves as a member of the Audit and the Risk and Security Committees. He 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 technology services corporations, background in business development, cybersecurity, and leadership experience in the development and execution of sales and marketing strategies for multinational companies. Mr. Allen also brings public company experience to our Board that provides us with a broader market view of company-specific considerations that are relevant to ABM.

 

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LeighAnne G. Baker

Director Since 2018

Age 65

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 Pactiv Evergreen (NASDAQ: PTVE), one of the largest manufacturers of fresh food and beverage packaging in North America, since 2020, where she serves as chairwoman of the board, 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, including direct experience in industries and end markets similar to ABM’s, during which she gained extensive expertise in global human resources management, leadership development and large-scale organizational change. Ms. Baker also brings her public company board experience that provides us with a broader market view of public company-specific considerations that are relevant to ABM.

 

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Donald F. Colleran

Director Since 2018

Age 68

Mr. Colleran is former president and chief executive officer/executive advisor of FedEx Express, a subsidiary of FedEx Corporation, a global provider of supply chain, transportation, business and related information services, a position he held from 2019 until his retirement in 2022. From 2017 to 2019, Mr. Colleran was executive vice president and chief sales officer of FedEx Corporation. He also served on the FedEx Corporation Strategic Management Committee, which sets the strategic direction for FedEx. Mr. Colleran joined FedEx in 1989, where he served in a variety of leadership roles including executive vice president, global sales of FedEx Services from 2006 through 2016. He has served on the board of EastGroup Properties, Inc. (NYSE: EGP), an equity real estate investment trust, since 2017, and as chairman of the board since 2023, 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 multinational company, through which he gained expertise in business, sales, and global operations matters. This experience enables him to contribute insights to ABM regarding complex global supply chain, logistics, sales and marketing strategies in the service industry. Mr. Colleran also brings public company experience to our Board that provides us with a broader market view of public company-specific considerations that are relevant to ABM.

 

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James D. DeVries

Director Since 2022

Age 60

Mr. DeVries is chairman of the board, president and chief executive officer of ADT Corporation (NYSE: ADT), having been appointed president in September 2017, chief executive officer in December 2018, and chairman of the board in September 2023. He previously served as executive vice president and chief operating officer of ADT from 2016 to 2017. Prior to joining ADT, Mr. DeVries served as executive vice president of Brand Operations at Allstate Insurance Company from 2014 to 2016, and as executive vice president and chief administrative officer from 2008 to 2014. Mr. DeVries has served on the board of ADT since 2018, where he serves on the Executive and the Nominating and Corporate Governance Committees; and on the board of Amsted industries Inc., a private diversified global manufacturer of industrial components serving primarily the railroad, vehicular and construction and building markets, since 2016, and as lead director since March 2023.

Mr. DeVries’ qualifications to serve on our Board include his extensive business and management experience leading a major company, including with respect to executive leadership strategies regarding enterprise risk management, financial management and capital allocation, human capital management and mergers and acquisitions. Mr. DeVries also brings public company experience to our Board that provides us with a broader market view of public company-specific considerations from both executive management and board perspectives that are relevant to ABM.

 

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Art A. Garcia

Director Since 2017

Age 62

Mr. Garcia retired in 2019 as the executive vice president and chief financial officer of Ryder System, Inc. (NYSE: R), a 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 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 Committee and the Finance and Oversight Committee; American Electric Power (NASDAQ: AEP), an electric public utility company, delivering electricity and custom energy solutions, since 2019, where he serves as chair of the Audit Committee and a member of the Director & Corporate Governance, Finance, and Policy Committees; and Raymond James Financial, Inc. (NYSE: RJF), a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporation and municipalities, since 2023, where he serves as a member of the Risk Committee.

Mr. Garcia’s qualifications to serve on our Board include his extensive business, financial and management experience and his experience as the most senior financial officer of a publicly traded multinational company. Mr. Garcia brings valuable accounting, financial management, mergers and acquisitions, risk management, environment and climate, and supply chain experience to our Board and ABM, as well as public company experience that provides us with a broader market view of public company-specific considerations that are relevant to ABM.

 

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Thomas M. Gartland

Director Since 2015

Age 66

Mr. Gartland is the chairman and chief executive officer of Montway Auto Transport, a privately held auto transport company since 2023. From 2011 to 2014, Mr. Gartland served as president, North America for Avis Budget Group, Inc., a leading global provider of vehicle rental services. 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 multinational companies in similar industries as ABM’s, including experience with respect to sales, operations, financial management, leadership, risk management, and mergers and acquisitions. He also brings public company board experience to our Board that provides us with a broader market view of public company-specific considerations that are relevant to ABM.

 

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Jill M. Golder

Director Since 2019

Age 61

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 finance 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 2022, and serves as a member of the Audit, Sustainability, and Technology Committees; and MOD Superfast Pizza Holdings, LLC, a private company, since April 2021. She previously 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 multinational companies similar to ABM, where she managed the financial teams and oversaw business continuity planning, risk management and cybersecurity efforts. Ms. Golder also brings public company experience to our Board that provides us with a broader market view of public company-specific considerations that are relevant to ABM.

 

 

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Sudhakar Kesavan

Director Since 2012

Age 69

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 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 similar to ABM. 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.

 

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Scott Salmirs

Director Since 2015

Age 61

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.

 

 

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Winifred (Wendy) M. Webb

Director Since 2014

Age 65

Ms. Webb founded Kestrel Corporate Advisors, an advisory services firm, counseling organizations on strategic business issues, including growth initiatives, digital marketing, board governance and investor relations, 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 board of directors of Wynn Resorts, Limited (NASDAQ: WYNN), a developer and operator of high-end hotels and casinos, since 2018, serving as chair of the Audit Committee; AppFolio, Inc. (NASDAQ: APPF), a technology leader powering the future of the real estate industry, since 2019, where she is chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee; and has served on the board of trustees of AMH (NYSE: AMH), a leader in the single-family home rental industry, since 2019, and is a member of the Human Capital and Compensation, and Nominating and Corporate Governance Committees. She also serves on the board of nonprofit Sun Valley Music Festival. She previously served on the boards of TiVo Inc. (2016), Jack in the Box Inc. (NASDAQ: JACK) (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 similar to ABM, 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.

 

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The Board of Directors

 

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

63

2021

Yes

ü

 

 

ü

LeighAnne G. Baker

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

65

2018

Yes

 

ü

 

Donald F. Colleran

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

68

2018

Yes

 

ü

 

ü

James D. DeVries

Chairman, President and Chief Executive Officer, ADT Corporation

60

2022

Yes

 

ü

 

 

Art A. Garcia

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

62

2017

Yes

‡*

 

 

ü

Thomas M. Gartland

Chairman and Chief Executive Officer of Montway Auto Group; Former President, North America of Avis Budget Group, Inc.

66

2015

Yes

 

ü

 

Jill M. Golder

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

61

2019

Yes

ü*

 

ü

 

Sudhakar Kesavan†

Former Executive Chairman, ICF International, Inc.

69

2012

Yes

 

 

ü

 

Scott Salmirs

President and Chief Executive Officer, ABM Industries Incorporated

61

2015

No

 

 

 

 

Winifred (Wendy) M. Webb

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

65

2014

Yes

ü*

 

 

Legend:

AC – Audit Committee: CC – Compensation Committee; GC – Governance Committee; SER – Stakeholder and Enterprise Risk Committee

 

Indicates Board Chair

Indicates Committee Chair

*

Indicates Audit Committee Financial Expert

Corporate Governance

Our Board has adopted Corporate Governance Principles that reflect our commitment to sound corporate governance and the role of governance in building long-term stockholder value. Our Corporate Governance Principles, which include our independence standards, can be found on our website at http://investor.abm.com/corporate-governance.cfm. Other information relating to our corporate governance is also available on our website at the same address, including our Bylaws, our Code of Business Conduct, and the Charters of our Audit Committee, Compensation Committee, Governance Committee, and Stakeholder and Enterprise Risk Committee. These documents are also available in printed hard-copy format upon written request to the Corporate Secretary at the Company’s corporate headquarters.

Identifying and Evaluating Nominees for Directors

Our Board is responsible for selecting nominees for election as directors. The Board delegates the screening process to the Governance Committee with the expectation that other members of the Board will participate in this process, as appropriate. The Governance Committee does not have specific minimum qualifications that must be met for a potential candidate to be nominated to serve as a director of the Company. The Governance Committee periodically reviews the skills and types of experience that it believes should be represented on the Board in light of the Company’s current business needs and strategy. The Governance Committee then uses this information to consider whether all of the identified skills and experience are represented on the Board. Based upon its review, the Governance Committee may

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recommend to the Board that the expertise of the current members should be supplemented. The Governance Committee takes these factors into account when looking for candidates for the Board. Candidates recommended by the Governance Committee are subject to approval by the full Board. Our Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are anticipated because of retirement or otherwise. In the event that any vacancy is anticipated, or otherwise arises, the Governance Committee considers various potential candidates for director.

Our Governance Committee recommends to the Board the criteria for director candidates, and the Board establishes the criteria. The Governance Committee is also responsible for reviewing with the Board the requisite skills and characteristics of new Board candidates and current Board members in the context of the current composition of the Board.

In analyzing director nominations and director vacancies, our Governance Committee seeks to recommend candidates for director positions who will create a collective membership on the Board with varied experience, backgrounds and perspectives, including the specific qualifications of industry knowledge; accounting, finance and capital allocation; management; leadership; business strategy and operations; corporate governance; other public board experience; and risk management, and also seeks diversity in its directors, including but not limited to diversity in the areas of race, ethnicity, national origin, gender, and age.

With individual members of the Board, the Governance Committee seeks individuals that have leadership in other organizations and have significant experience in a specific area or endeavor, and who understand the role of a public company director and can provide insights and practical wisdom based on their experience and expertise.

The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director, such as professional search firms and the relationships of current directors. In the case of a search firm, the Governance Committee will pay a fee for such a firm to assist it in the recruitment and identification of potential candidates for the Board. The Governance Committee generally provides the search firm with guidance as to the qualifications, qualities and skills that the Governance Committee is seeking in potential candidates, and the search firm identifies candidates for the Governance Committee’s consideration. When identifying new candidates for Board membership, the Governance Committee includes, and requests that any such search firm it engages include, highly qualified women and racially and ethnically diverse persons in the initial pool from which potential director candidates are chosen in accordance with the Corporate Governance Principles.

Candidates may also come to the attention of the Governance Committee through stockholders or other persons. The Governance Committee will consider such candidates on the same basis and in the same manner as it considers all director candidates. Stockholders wishing to submit candidates for election as directors should provide the names of such candidates to the Corporate Secretary, ABM Industries Incorporated, One Liberty Plaza, New York, New York 10006. See “Questions and Answers About the Proxy Materials and the 2024 Annual Meeting” for more information on submitting stockholder director nominations to the Company.

Our directors are expected to prepare for, attend and participate in Board meetings and meetings of the Committees of the Board on which they serve. They are also expected to meet as frequently and spend as much time as necessary to properly discharge their responsibilities and duties as directors and to arrange their schedules so that other existing and planned future commitments do not materially interfere with their service as a director. Directors who are full-time employees of ABM or who serve as chief executive officers or in equivalent positions at other public companies may not serve on the boards of more than one other publicly traded company. Other directors may not serve on the boards of more than three other publicly traded companies. Service on other boards and other commitments are considered by the Governance Committee and the Board when reviewing Board candidates.

Board Leadership Structure

The Company currently has separate persons serving as its Chairman and its Chief Executive Officer, in recognition of the differences between the two roles. The Chief Executive Officer (Mr. Salmirs) has general and active management over the business and affairs of the Company, subject to the control of the Board. The Chairman of our Board (Mr. Kesavan) is charged with presiding over all meetings of the Board and our stockholders, as well as providing advice and counsel to the Chief Executive Officer, coordinating the preparation of agendas, keeping directors informed of matters impacting the Company, and maintaining contact with the Company’s General Counsel.

The Board believes that at this time, the separation of these roles is the most appropriate and effective leadership structure, because this structure best serves the Board’s ability to carry out its roles and responsibilities on behalf of ABM's stockholders, including the Board’s oversight of ABM's management and ABM's overall corporate governance. The Board also believes that the current structure allows our Chief Executive Officer to focus on most effectively managing ABM.

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Mr. Kesavan’s extensive management, operations, and leadership experience provides him with unique capabilities and insight, which are brought to bear in the performance of his responsibilities as Board Chairman. In particular, with respect to risk oversight, Mr. Kesavan is well positioned as a result of his risk management background of over 20 years as chief executive officer of another multinational public company. Mr. Kesavan leverages this knowledge and experience to provide leadership for the Board on the material risks facing ABM and to help guide the Board’s independent oversight of the Company’s risk exposures through his input in the Board’s meeting agendas and his facilitation of communications between the Board and management.

Director Independence

Our Corporate Governance Principles provide that a majority of our directors must be independent; Further, the Committee Charters for our Audit Committee, Compensation Committee, Governance Committee, and Stakeholder and Enterprise Risk Committee require all members be independent. Each year, our Governance Committee reviews the independence of each of our directors under applicable New York Stock Exchange (“NYSE”) listing standards and considers any current or previous employment relationships as well as any transactions or relationships between our Company and our directors or any members of their immediate families (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder). The purpose of this review is to determine whether any relationships or transactions exist that preclude a director from being deemed independent under applicable NYSE listing standards or are otherwise inconsistent with a determination that the director is independent.

Our Governance Committee has affirmatively determined and recommended to our Board, and the Board has affirmatively determined, that each of our currently-serving directors and director nominees (including Messrs. Allen, Colleran, DeVries, Garcia, Gartland, and Kesavan and Mmes. Baker, Golder, and Webb) other than Mr. Salmirs, our Chief Executive Officer, is independent under applicable NYSE and Securities and Exchange Commission (“SEC”) rules and regulations.

The Board’s Oversight of Risk Management

Company management is responsible for day-to-day risk management activities, including the continuing development and implementation of our enterprise risk management (“ERM”) program. Our ERM processes are designed to work across the Company to assess, govern and manage risks identified by management in the short-, intermediate- and long-term and manage the Company’s responses to those risks. Management performs an annual risk assessment, which considers industry trends, benchmarks and internal surveys of key employees. In fiscal year 2023 the Company’s management again engaged an independent third-party expert to assist the Company in its enterprise risk identification and assessment processes. The third-party’s review included (i) potential future enterprise risks, (ii) feedback regarding management’s risk appetite and risk evaluation processes, and (iii) assistance in executing and evaluating the outcomes of the Company’s annual risk identification and assessment processes.

The Board, acting directly and through its committees, is responsible for the oversight of management’s ERM process and the Company’s risk management programs and processes generally, including oversight of the Company’s business to evaluate whether systemic risks are being addressed. The Board’s and its Stakeholder and Enterprise Risk Committee’s oversight of the ERM process includes providing input with respect to the risks identified in the ERM process, including changes in significant risks, identification and potential impacts of emerging risks, and discussions with management about how such risks are being mitigated by the Company. Management regularly provides reports to the Stakeholder and Enterprise Risk Committee, covering the ERM process and significant risks, including summaries of the findings and recommendations of third-party experts.

Our Stakeholder and Enterprise Risk Committee assists the Board in fulfilling its oversight responsibilities relating to the Company’s identification, evaluation and mitigation of strategic and operational risks, and relating to the Company’s ERM program. The Stakeholder and Enterprise Risk Committee also (i) oversees risks related to the Company’s programs, policies and practices relating to certain social issues, including, but not limited to, diversity, culture and inclusion, employee engagement, talent acquisition, development and retention, and health and safety, (ii) receives and reviews presentations on selected risk topics, including emerging risks, and (iii) provides oversight to management relating to stakeholder risks, including, but not limited to, risks related to social, environmental (including climate change, emissions tracking and energy consumption) and cybersecurity matters.

Our Audit Committee reviews and discusses guidelines and policies with respect to risk assessment and risk management, the Company’s major financial risk exposures (including risks relating to the Company’s accounting, reporting and financial practices, including financial controls) and the steps management has taken to monitor and

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control these exposures. The Audit Committee also assists the Board in its oversight of the Company’s compliance with legal and regulatory requirements.

Our Compensation Committee reviews and assesses annually risks arising from the Company’s compensation policies and practices for its employees and whether any such risks are reasonably likely to have a material adverse effect on the Company, as further discussed in “Compensation Discussion and Analysis” later in this Proxy Statement.

Our Governance Committee reviews and assesses risks associated with board structure and other corporate governance policies and practices, and whether any such risks are reasonably likely to have a material adverse effect on the Company.

In fulfilling their oversight responsibilities, all committees receive regular reports on their respective areas of responsibility from members of management. Each committee reports regularly to the full Board on its activities, including on matters relating to risk oversight. In addition, the Board participates in regular discussions in executive sessions led by the Chairman of the Board, as well as with the Company’s senior management on many key subjects, including strategy, industry group performance, operations, information systems, finance, and legal.

The Board’s Role in Cybersecurity Risk Oversight

Enterprise cybersecurity risk management is an important focus of our Board. The Board reviews the Company’s cybersecurity programs and oversees the conduct of the Company’s business to evaluate whether the Company’s risks relating to cybersecurity are being addressed. ABM’s Chief Information Security Officer role is responsible for leading our information security policies, practices and architecture, which aim to deter, prevent and respond to cybersecurity risks. ABM’s Chief Information Officer and Chief Information Security Officer provide regular reports and updates at meetings of the Board throughout the year. Such reports cover the Company’s information technology cybersecurity training and awareness program, including NIST framework alignment, maturity road-mapping, summaries of internal cyber/phishing related trainings provided to employees, as well as the evolving cybersecurity threat landscape. Additionally, these reports may include summaries of mitigation plans (for example, disaster recovery, business continuity, crisis and incident response planning), as well as the testing or validation of the effectiveness of such plans both internally and via third-party subject matter experts.

Environmental, Social, and Governance

As one of the largest facilities services and solutions providers, we embrace our role in taking care of people, spaces and places. Guided by our mission and values, we seek to create a culture that integrates ethical, inclusive, and environmentally responsible business practices into our operations to support the long-term success of our business, stockholders, employees, and clients.

In 2023, our actions and achievements were focused on three key pillars which we believe are critical to the long-term success of our company:

Leading with honesty and integrity
Building a people-centered culture
Driving action on climate change

Leading with Honesty and Integrity

Since our inception more than 100 years ago, ABM has strived to engage in ethical business practices that prioritize our clients, employees, and reputational well-being, and enhance the communities in which we operate. We have implemented business and compliance policies, practices and reporting to enable us to operate ethically and responsibly in accordance with all applicable laws and for the benefit of our stakeholders, and we hold our partners and suppliers to the same high standards.

As part of the onboarding process, all new hires are provided ABM’s Code of Business Conduct, which details how we conduct business in a fair and lawful manner. Our Code of Business Conduct covers topics including conflicts of interest, duty of loyalty, gifts and gratuities, bribery and corruption and harassment and discrimination, among others. Our Code

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of Business Conduct sets forth our core values of respect, integrity, collaboration, innovation, trust, and excellence, and serves as a critical tool to help all of us recognize and report unethical conduct.

We reinforce these practices through an annual comprehensive training and certification program on our Code of Business Conduct for our Board and all our staff and management employees. ABM employees are provided with various channels to report violations of the Code of Business Conduct or applicable law.

We also maintain a Supplier Code of Conduct, reflecting the policies of ABM concerning compliance with applicable laws, respect for human rights, environmental conservation and the safety of products and services.

Leading with Honesty and Integrity – ESG Governance & Reporting

To advance the comprehensive development and execution of our strategy, we maintain an active dialogue with our clients, vendors, employees, investors, and the communities in which we live and work.

Our Board is responsible for overseeing the Company’s corporate governance practices, as well as material environmental and social matters. In addition to receiving individual reports on topics significant to the Company, our Board receives regular reports from meetings of its Stakeholder and Enterprise Risk Committee. The Stakeholder and Enterprise Risk Committee is responsible for the oversight of (i) certain social matters, including, but not limited to, diversity, culture and inclusion, employee engagement, talent acquisition, development and retention, (ii) health and safety, (iii) certain environmental issues, including, but not limited to, climate change, emissions tracking and energy consumption, and (iv) the Company’s identification, evaluation and mitigation of strategic and operational risks. Our Board also receives regular reports from meetings of its Governance Committee, which is responsible for oversight of our Company’s corporate governance practices.

Since 2011, we have voluntarily published an ESG Impact Report on an annual basis, which aligns with the Global Reporting Initiative framework and the disclosure framework of the Sustainability Accounting Standards Board. Additional information about our performance and progress can be found in the corporate sustainability section of our corporate website.

Building a People-Centered Culture

With a widely distributed workforce of approximately 123,000 employees serving over 20,000 clients across multiple geographic regions, ABM’s culture, and the team member experience it supports, plays a vital role in attracting, retaining, and engaging talent and delivering on the performance objectives of the Company.

ABM is cultivating its culture as an increasingly welcoming and inclusive place to work for our employees. Grounded by our mission and guided by our values, we actively seek to employ individuals from all backgrounds with the talent, experience, and compassion that enable us to deliver for those we serve.

In 2023, ABM fostered the establishment of ABM’s first team member Impact Groups. Open to all ABM employees, ABM Impact Groups aim to promote the sharing and acceptance of varied ideas and perspectives, and positive change in the workplace and beyond. Women at ABM and Veterans at ABM launched in 2023, with additional groups planned in the coming years.

This past year, ABM also initiated its first inclusion team member training program across the enterprise to inspire a more inclusive experience for our employees.

Through these efforts, ABM was recognized among the Fair360 DiversityInc List of Noteworthy Companies in 2023 and the Top 25 Companies to Work For Latinos by Latino Leaders magazine.

Additionally, ABM is an Equal Opportunity and Affirmative Action employer in compliance with the requirements of Executive Order 11246 of the Rehabilitation Act of 1973 and the Vietnam Era Veterans’ Readjustment Assistance Act.

Delivering a safe workspace where our people feel valued and able to develop their potential is one of our main drivers to make a difference, and the cornerstone of our comprehensive risk management and safety program is safety awareness. Our “Think Safe” approach to safety includes establishing a safety mindset from day one of employment. This safety culture is continuously reinforced through daily moments for safety messaging, relevant monthly training topics, and unique programs and materials created for our employees.

Our online training platform, ABMUniversity, provides our staff and management with access to a wide range of training courses, videos, reference material, and other tools. Our frontline employees also receive on-the-job training to enable them to execute their functions for our clients.

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In 2023, we expanded our successful frontline leadership training program, which first launched enterprise-wide in 2022. The goal of this program is to develop the management and coaching skills of frontline supervisors to improve the employee experience, create an environment for career growth, and improve employee retention rates across the organization.

Driving Action on Climate Change

We recognize our role in reducing negative impacts on the environment and we regularly work to improve our environmental reporting processes. ABM plays an important role in creating environmental solutions for our clients and we are developing eco-friendly practices across our enterprise to reduce the environmental impact of our clients and our own operations.

Through our wide and growing range of environmentally-mindful product and service offerings, we seek to help our clients optimize their operations, reduce their environmental footprint, and meet their environmental goals. With our ABM GreenCare™ program leading the way, we provide clients with cleaning products and methods that minimize environmental impacts, optimize waste management and recycling, and provide water conservation and energy reduction services, among other benefits.

Further, as one of the largest providers of electric vehicles (“EV”) charging design, installation, management, and maintenance in North America, ABM is a critical driver of supporting the demand for EV capacity while helping build a resilient EV infrastructure.

Our EV offerings were further strengthened in 2023 with the introduction of ABM’s first branded EV charger equipment and cloud-based network, as well as the completed acquisition of RavenVolt, a U.S. national leader in microgrid energy solutions. The Company’s significant role in leading the adoption of EV charging and efficient energy solutions in the United States was recognized with the SEAL Awards’ Sustainable Service Award in 2022 and 2023.

ABM’s advancement in its environmental sustainability goals were further recognized in 2023, with ABM being named among Newsweek’s America’s Most Responsible Companies and Barron’s 100 Most Sustainable Companies.

Mandatory Retirement

The Board has adopted a retirement policy for directors who attain the age of 73, subject to waiver by the Board if the Governance Committee and Board each deem a director’s continued service is in the best interests of the Company.

Outside Board Limits

We limit the number of other public company boards our directors may join to ensure that our directors are able to rigorously prepare for and participate in Board and Committee meetings. Directors who are full-time employees of the Company or who serve as chief executive officers or equivalent positions at other public companies may not serve on more than one other board of a publicly traded company. Other directors may not serve on more than three other boards of public companies. Any director seeking to join the board of directors of another public company or for-profit organization must first notify the Governance Committee before accepting an invitation to serve on another board.

Board Committees

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee and the Stakeholder and Enterprise Risk Committee. Each committee is composed solely of independent directors, meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, meets regularly in executive session, annually evaluates its performance and has the authority to retain outside advisors. Annually, or more frequently, as needed, our Governance Committee reviews committee assignments and makes recommendations to the Board with respect to committee membership, taking into consideration each director’s qualifications and the desire to refresh committee membership. The primary responsibilities of each committee, as well as membership of each committee, as of the date of this Proxy Statement, are summarized below. Each committee is governed by a charter, which sets forth the applicable responsibilities for each committee. For more information, see the committee charters on the corporate governance section of our website at http://investor.abm.com/corporate-governance.cfm.

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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 eight times in fiscal year 2023.

 

Compensation Committee

 

 

LeighAnne G. Baker, Chair

Donald F. Colleran

James D. DeVries

Thomas M. Gartland

 

Key Oversight Responsibilities

 

 

Recommend CEO compensation to the full Board 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 six times in fiscal year 2023.

 

Governance Committee

 

 

Thomas M. Gartland, Chair

LeighAnne G. Baker

Jill M. Golder

Sudhakar Kesavan

Key Oversight Responsibilities

 

 

Director recruitment

Corporate governance

Board committee structure, membership and evaluations of Board and committees

Director compensation

Board succession planning

 

 

 

The Governance Committee met six times in fiscal year 2023.

 

Stakeholder and Enterprise Risk Committee

 

 

Winifred M. Webb, Chair

Quincy L. Allen

Donald F. Colleran

Art A. Garcia

 

 

Key Oversight Responsibilities

 

 

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

Environmental issues, including, but not limited to, climate change, emissions tracking and energy consumption

Oversee the preparation and publication of the Company’s ESG Impact Report

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 four times in fiscal year 2023.

 

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Board and Committee Attendance in Fiscal Year 2023

During fiscal year 2023, the Board held six meetings. During fiscal year 2023, the Board’s four committees (Audit, Compensation, Governance, and Stakeholder and Enterprise Risk), held a collective total of 24 meetings. Each director attended 100% of the total number of meetings of the Board and committees of which he or she was a member during the period he or she served during fiscal year 2023.

Our Board meets in executive session during each regularly scheduled Board meeting, with the Chairman of the Board presiding at such executive sessions, and may meet in executive session during specially called meetings.

We do not have a policy regarding directors’ attendance at our annual meetings of stockholders; however, all directors are encouraged to attend. All of our directors attended the 2023 Annual Meeting of Stockholders.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2023

ABM compensates non-employee directors through a combination of annual cash retainers, fees relating to chairing or serving on a committee, and equity grants. ABM also reimburses its directors for out-of-pocket expenses incurred in attending Board and Committee meetings. Equity awards to non-employee directors in fiscal year 2023 were granted under our stockholder-approved 2021 Equity and Incentive Compensation Plan. The Governance Committee reviews the compensation of non-employee directors periodically and recommends changes to the Board whenever it deems appropriate. Pay Governance LLC (“Pay Governance”), the Compensation Committee’s independent consultant, periodically provides information regarding non-employee director compensation to the Governance Committee. No changes were made to non-employee director compensation in fiscal year 2023. Directors who retire pursuant to our Director Retirement Policy typically receive an additional cash payment in lieu of the annual equity grant equal to the prorated value of the equity grant to the date of retirement. The following table describes the components of the non-employee director compensation program in effect during 2023.

2023 Non-Employee Director Compensation Elements

 

Compensation Element

2023 Compensation Program

Annual Board Cash Retainer

$175,000 for Chairman of the Board
$85,000 for other non-employee directors

Annual Board Equity Retainer

$180,000 for Chairman of the Board (vesting one year from grant date)
$150,000 for other non-employee directors (vesting one year from grant date)

Board and Committee Meeting Attendance Fees

None

Annual Committee Member Cash 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

Annual Committee Chair Additional Cash Retainer

$15,000 for Audit Chair
$10,000 for Compensation Chair
$10,000 for Governance Chair
$10,000 for Stakeholder and Enterprise Risk Chair

 

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2023 Non-Employee Director Compensation Table

 

Fees
Earned or
Paid in
Cash
(1)

Stock
Awards
(2)

All Other
Compensation
(3)

Total

  Name*

($)

($)

($)

($)

Quincy L. Allen

110,833

149,999

6,368

267,200

LeighAnne G. Baker

117,500

149,999

2,529

270,028

Linda Chavez(4)

44,792

-

47,486

92,278

Donald F. Colleran

107,500

149,999

2,529

260,028

James D. DeVries

92,292

149,999

2,843

245,134

Art A. Garcia

130,000

149,999

13,045

293,044

Thomas M. Gartland

118,000

149,999

12,262

280,261

Jill M. Golder

115,000

149,999

2,529

267,528

Sudhakar Kesavan(5)

175,000

179,971

3,035

358,006

Winifred M. Webb

125,000

149,999

9,835

284,834

 

*Mr. Salmirs is a member of the Board and President and Chief Executive Officer of ABM. His compensation for fiscal year 2023 is reported in the 2023, 2022 and 2021 Summary Compensation Table and other sections of this Proxy Statement. In fiscal year 2023, Mr. Salmirs did not receive any compensation for his service on the Board.

(1)
Amount includes annual Board cash retainers, Committee member cash retainers, and Committee chair additional cash 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 2023 annual meeting of stockholders received an annual grant on January 5, 2023. For each then-current director, with the exception of Mr. Kesavan, the grant for 2023 on January 5, 2023 was 3,288 RSUs, which was calculated by dividing $150,000 by $45.62. For Mr. Kesavan, the grant for 2023 on January 5, 2023 was 3,945 RSUs, which was calculated by dividing $180,000 by $45.62. RSUs held by each then-current director as of October 31, 2023, including RSUs that have been deferred under the Deferred Compensation Plan for Non-Employee Directors, were: Mr. Allen, 9,348; Ms. Baker, 3,336; Mr. Colleran, 3,336; Mr. DeVries, 4,605; Mr. Garcia, 18,332; Mr. Gartland, 17,278; Ms. Golder, 3,336; Mr. Kesavan, 4,002; and Ms. Webb, 13,166.
(3)
Amounts shown include value of dividend equivalents (“DEUs”) credited in fiscal year 2023 with respect to RSUs held by non-employee directors, including deferred RSUs under the ABM Deferred Compensation Plan for Non-Employee Directors. DEUs are settled in Company stock when the underlying RSUs vest. For Ms. Chavez, the amount shown also includes: $37,500 cash payment in lieu of a prorated equity award and a $5,000 donation to an organization designated by Ms. Chavez.
(4)
Ms. Chavez retired from the Board effective March 22, 2023.
(5)
Chairman of the Board.

Non-Employee Director Deferred Compensation Plan

Non-employee directors are eligible to participate in the ABM Deferred Compensation Plan for Non-Employee Directors (“Director Deferred Compensation Plan”). Plan participants may elect to defer receipt of all or any portion of their annual cash retainers and fees until they cease to be members of the Board, or to specified withdrawal dates (at least three years after their election), in accordance with the terms of the Director Deferred Compensation Plan. The amounts held in each director’s account are credited with interest quarterly at a rate based on the prime interest rate published in the Wall Street Journal on the last business day coinciding with or next preceding the valuation date. In addition, the Director Deferred Compensation Plan permits directors to defer the settlement of Director RSUs to a date later than the vesting date.

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Director Stock Ownership Policy

Our Director Stock Ownership Policy requires directors to hold common stock (including unvested or deferred RSUs) having a value equivalent to five times his or her annual cash retainer within five years of becoming a director. Under this policy, directors who are not at their targeted stock ownership level within the five-year period must hold at least 50% of any net shares realized until they reach their target. “Net shares realized” means unrestricted shares acquired by a director under the 2006 Equity Incentive Plan or the 2021 Equity and Incentive Compensation Plan or acquired pursuant to the exercise of an option, net of any shares sold to pay the exercise price. All directors are either at or above the targeted stock ownership levels or are still within the initial five-year period.

Pursuant to our anti-hedging and pledging policy, our directors are not permitted to hedge or pledge shares of ABM’s common stock.

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EXECUTIVE COMPENSATION

 

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PROPOSAL 2—ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Philosophy and Practices

How We Compensated Our NEOs in 2023

Other Compensation and Governance-Related Matters

Compensation Committee Report

Additional Information About Executive Compensation

2023, 2022 and 2021 Summary Compensation Table

Grants of Plan-Based Awards During Fiscal Year 2023

Outstanding Equity Awards at 2023 Fiscal Year-End

Option Exercises and Stock Vested in Fiscal Year 2023

Nonqualified Deferred Compensation in Fiscal Year 2023

Potential Post-Employment Payments

2023 CEO Pay Ratio

Pay versus Performance

 

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PROPOSAL 2ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

 

Proposal Summary

As required by Section 14A of the Exchange Act, we are asking our stockholders to approve, on an advisory basis, the Company’s executive compensation policies and practices as described in the Compensation Discussion and Analysis, accompanying tables and related narrative contained in this Proxy Statement. At our 2023 annual meeting of stockholders, our stockholders voted to conduct this advisory vote on an annual basis. Accordingly, the Company has determined to submit an advisory vote on our executive compensation to our stockholders at each annual meeting.

Board Recommendation

The Board unanimously recommends that you vote “FOR” the following resolution:

RESOLVED—that the stockholders approve, on an advisory basis, the compensation of the Company’s executives named in the 2023, 2022 and 2021 Summary Compensation Table, as disclosed in the Company’s 2024 Proxy Statement pursuant to the executive compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the compensation tables and other executive compensation disclosures.

Voting

Unless contrary instructions are received, the shares represented by a properly executed proxy will be voted “FOR” the preceding resolution. Your vote is advisory and so it will not be binding on the Board. However, the Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

This Compensation Discussion and Analysis describes our executive compensation program for our Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”) and other executive officers named in the 2023, 2022 and 2021 Summary Compensation Table (collectively, our “NEOs”).

 

Our Compensation Committee (referred to as the “Committee” in this section of the Proxy Statement) oversees all aspects of our NEO compensation. Our NEOs for fiscal year 2023 are:

 

 

 Scott Salmirs, President and Chief Executive Officer

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

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

OUR COMPENSATION PHILOSOPHY AND PRACTICES

Compensation Philosophy

Our objective is to design an executive compensation program that encourages all of our leaders to produce strong financial results and create sustainable long-term value for our stockholders. To achieve this, we:

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 a substantial amount of 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.

Best Practices

The following are some of the best practices we employ in our compensation program.

At-Will Employment. We do not have fixed-term employment agreements with our NEOs.
Clawback Policy. We maintain a clawback policy that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former executive officer in the event of an accounting restatement, in accordance with such policy.
Special Forfeiture Rights (Enhanced Clawback Policy). Our incentive award terms and conditions provide that, in the event of an employee’s serious misconduct, outstanding awards will be forfeited and certain amounts paid and received by employees will be recoverable by the Company.
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

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Fiscal 2023 Overview Impact on Executive Compensation

Fiscal year 2023 represented a return to a more normal operating environment after the peak of the pandemic. As such, the Board and management team focused on ensuring the Company was well-positioned and appropriately resourced to build on its strengths and capture growth opportunities.

 

2023 Company Performance

Grew total revenue 3.7% to $8.1 billion, comprised of organic growth of 2.4% and growth from acquisitions of 1.3%. Organic growth largely reflected strong results in Aviation, Manufacturing & Distribution and Education, including several new large customer wins, partially offset by soft commercial real estate markets.
Posted net income of $251.3 million, adjusted EBITDA of $529.1 million(1) and a full-year adjusted EBITDA margin of 6.8%(1). These solid results were aided by price increases and cost controls which helped to mitigate the impact of significantly higher labor-related costs.
$57 million in dividends to stockholders, marking 231 consecutive quarters of dividend payments and over 50 years of annual dividend increases.

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 88% of our CEO's compensation and approximately 78% 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 approximating the 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 2023 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 target payout for revenue and below target for adjusted net income(1) and for safety, each based on performance targets aligned to the fiscal year 2023 budget goals. Personal objectives for the NEOs were achieved at above target performance, ranging between 125% and 150% of target, reflecting significant progress against ELEVATE related initiatives.
Long-term equity incentives were awarded in January 2023, with (i) more than a majority (75%) granted in the form of three-year performance-based shares tied to adjusted EBITDA (as originally approved by the Committee on the grant date to exclude results associated with certain acquisitions) (“M&A adjusted EBITDA(1)”) and organic revenue(1), along with a relative-total stockholder return (“TSR”) modifier on a scale of 80% to 120% of the earned award and (ii) the remainder (25%) granted in the form of time-based RSUs, with both awards earned over a three-year period.

ABM Industries Incorporated 2024 Proxy Statement 21


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Our 2021–2023 Performance Share Plan for NEOs, which commenced with the 2021 fiscal year, used performance metrics comprised of M&A adjusted EBITDA(1) and organic revenue(1), and covered three one-year performance periods from November 1, 2020, through October 31, 2023. Achievement under the 2021–2023 Performance Share Program corporate metrics resulted in an earned award at 110% of target. After application of the 104% TSR modifier accounting for the Company’s ranking in the 55th percentile of S&P Composite 1500 Services & Supplies Index companies, final payout for the 2021-2023 Performance Share Program was at 115% of target.

Why you should support Say-on-Pay Proposal

ABM executed well, overcoming significant weakness in the commercial real estate market and labor-related pressures to deliver solid revenue growth and improved margins, while at the same time continuing to advance its ELEVATE transformation initiatives.
The Company’s 2023 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 2023 annual cash incentive, were paid on the basis of the collective achievement of its 2023 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 total shareholder returns.
(1)
Adjusted EBITDA, adjusted EBITDA margin, adjusted Net Income, M&A adjusted EBITDA and organic revenue are non-GAAP financial measures. Reconciliations of these financial measures to the nearest GAAP financial measures or definitions of these measures are set forth in Appendix A to this Proxy Statement.

Pay-for-Performance Alignment

The following graph provides a historical realizable pay-for-performance analysis for ABM’s CEO against the Company’s 2023 peer group for 2020–2022. The Company’s relative pay and performance were broadly aligned over the period, with the relative TSR performance at the 39th percentile of the group and CEO realizable pay at the 61st percentile of the group.

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Fiscal Year 2022 “Say-on-Pay” Vote Results

In March 2023, our say-on-pay proposal received 97% approval by our stockholders. The Committee and management are committed to continually strengthening our pay-for-performance correlation, as well as the overall design of our executive compensation program to support driving the right behaviors for sustainable success, aligning with best practices in corporate governance and reflecting the interests of our stockholders and stakeholders. The Committee and management use the annual say-on-pay vote as a guidepost for stockholder perspective and believe that this result indicates that our programs are aligned with stockholders’ interests.

Compensation Decision Process

Role of the Compensation Committee

The Committee is responsible for the design of the Company’s executive compensation program, and for reviewing the overall effectiveness of our executive compensation program to ensure the design achieves our objectives. The Committee:

approves CEO annual performance objectives and evaluates the CEO’s annual performance in light of such objectives;
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;
follows a comprehensive goal setting process to ensure rigorous and fair goals are established under both our annual and long-term incentive plans;
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.

Based on the Committee’s assessment of the CEO’s performance achievement against his performance objectives, the Committee recommends CEO compensation to the independent members of our Board. This recommendation includes base pay level, cash incentive compensation and equity awards. All elements of CEO pay are approved by the Board, with Mr. Salmirs recusing himself.

The Committee generally has the authority to delegate its authority to subcommittees or the Chair of the Committee, as well as to officers of the Company, when it deems appropriate and in the best interests of the Company. The Committee has delegated authority to the chief executive officer to determine and approve equity awards for non-executive officer employees of the Company.

Role of Compensation Consultants

The Compensation Committee’s consultant at the beginning of the fiscal year, Semler Brossy, advised the Committee on 2023 compensation matters including the 2023 Compensation Comparator Group. Later in the fiscal year, the Committee initiated a request-for-proposal process with multiple external firms to select its next independent compensation consultant. After an extensive review and interview process, the Committee engaged Pay Governance to serve as its independent compensation consultant. The Committee takes into consideration the advice of its independent consultant to inform its decision-making process and has sole authority for retaining and terminating its consultant, as well as approving the terms of engagement, including fees. Services provided by the consultant to the Committee relating to executive compensation include: attend Committee meetings to present and offer independent recommendations, insights and perspectives on executive compensation matters; assess our Compensation Comparator Group (“CCG”) used for compensation decisions; assess how our executive compensation program aligns with pay for performance; review targeted pay levels and the mix of principal compensation components for the CEO and other NEOs; advise on annual and long-term incentive design and plan structure, performance goals, award opportunities and vesting conditions; and update the Committee on emerging trends and best practices in the area of executive compensation. The Committee meets multiple times throughout the year with the compensation consultant in executive session without management present. The compensation consultant works for the Committee and, with the approval of the Committee, has also provided services to the Governance Committee in connection with director compensation matters. Semler Brossy and Pay Governance do not provide any other services to the Company. The Committee has determined Pay Governance to be independent from management and that its engagement did not present any conflicts of interest. From time to time, the Committee may engage other consultants and advisors in connection with various compensation and benefits matters.

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The Company’s management retains Willis Towers Watson as its primary compensation consultant to advise on program design, apprise management of evolving practices and trends, and perform other consulting services as needed.

Role of the CEO

The CEO makes recommendations to the Committee on the base salary, annual cash incentive targets, and equity awards for all executive officers other than himself. These recommendations are based on his assessment of each executive officer’s performance during the year and his review of, among other things, competitive market data and analysis of each specific executive’s role.

Use of Market Data and Our Compensation Comparator Group

The Committee uses compensation at our comparator group as one of its tools in connection with its assessment of our executive compensation programs and levels of compensation. Working with Pay Governance, the Committee regularly reviews the various criteria by which it selects the Company’s Compensation Comparator Group. Companies in our CCG are generally selected with reference to the following criteria:

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.

The Committee’s decisions relating to NEO pay are informed by its review of the compensation practices reported in the proxy statements filed by the companies in the CCG. The Committee believes that this proxy data provides a reasonable indicator of total compensation paid by companies that recruit executives with skill sets similar to those which we seek in our executives. Compensation for our executives is typically managed within the ranges of compensation paid by companies in the CCG. While the Committee normally references the CCG median (50th percentile) for each compensation element, the Committee uses its judgment to determine pay levels necessary to pay for performance and attract and retain executive talent. The Committee places significant weight on individual job performance, experience, compensation history, future potential, internal comparisons, affordability, retention risk, and in the case of executives other than the CEO, the CEO’s recommendations.

 

2023 COMPENSATION COMPARATOR GROUP

Aramark

ArcBest Corporation

The Brink’s Company

Brightview Holdings

C. H. Robinson Worldwide, Inc.

Cintas Corporation

Comfort Systems USA, Inc.

Cushman & Wakefield plc

EMCOR Group, Inc.

Insperity, Inc.

Iron Mountain Incorporated

J.B. Hunt Transport Services, Inc.

Kelly Services, Inc.

Republic Services, Inc.

Robert Half International Inc.

Stericycle, Inc.

TrueBlue, Inc.

United Rentals, Inc.

Werner Enterprises, Inc.

In October 2022, the Committee reviewed the CCG and determined to make no changes for fiscal year 2023.

Elements of Compensation

The material components of our executive compensation program and their purposes and characteristics are summarized below.

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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, at-risk 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

Using the elements of compensation described above, we structure our program in a way that places a significant portion of our executives’ compensation at risk. At-risk compensation includes: annual cash incentive compensation (“Bonus”) that is tied to annual financial, safety and individual performance measures; performance-based equity awards that are paid only if performance metrics established at the beginning of the three-year performance period are met (“PSs”); and time-based equity awards ("RSUs" together with PSs, “LTIs”). As reflected in the charts below, approximately 88% of our CEO’s compensation is at risk. Approximately 78% of our other NEOs’ compensation is at risk.

 

CEO COMPENSATION

NEO COMPENSATION

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HOW WE COMPENSATED OUR NEOS IN 2023

2023 Base Salary

The Committee reviews total compensation, including base salaries, for executives in the first quarter of each fiscal year, and as needed, in connection with recruitment, promotions or other changes in responsibilities that occur during the year. Base salary amounts affect potential annual cash performance incentive payments and equity award grant amounts, since these other compensation elements are based on a percentage of base salary. The following table shows each NEO’s 2022 and 2023 base salaries as of January 1 of each fiscal year. Annual changes in base salary typically become effective on January 1.

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Named Executive Officer

2022 Annual

Base Salary

2023 Annual

Base Salary

Scott Salmirs

$1,000,000

 

$1,000,000

 

Earl R. Ellis

$630,000

 

$630,000

 

Joshua H. Feinberg

$575,000

 

$600,000

 

Rene Jacobsen

$700,000

 

$700,000

 

Andrea R. Newborn

$550,000

 

$575,000

 

2023 Annual Cash Incentive Compensation

Each year, the Committee reviews the Company’s strategic and financial plan and key business objectives to align the annual cash incentive program (“CIP”) with the achievement of the Company’s goals. The metrics in the CIP have been selected to focus on driving sustainable, long-term value for our stockholders, as demonstrated by financial, safety and strategic goal achievement.

The Committee reviews the design, metrics and performance level requirements for the CIP annually, establishes the relative weightings of Financial Objectives, Safety Objectives and Personal Objectives for the CEO and all NEOs at the beginning of the year, and evaluates performance achieved against the objectives to determine cash payouts earned under the CIP.

Each of our NEOs was eligible to earn an annual cash incentive award under the CIP in fiscal year 2023.

2023 Financial and Safety Objectives for the CIP

For 2023, the Committee set Financial Objectives to recognize top-line growth and bottom-line profitability, with potential for negative adjustment to ensure acceptable margin. The Committee also set 2023 Safety Objectives to drive continued improvement on key measures of workplace safety.

2023 Personal Objectives for the CIP

For 2023, the Committee established Personal Objectives for the CEO in consultation with our full Board that aligned with the Company’s most critical strategic priorities for the year and that were set at the beginning of the fiscal year. The CEO also worked with each NEO to establish Personal Objectives for each such NEO aligned to his or her most critical priorities for the year, which reflect the unique role of each NEO, and that were set at the beginning of the fiscal year.

Bonus Targets and CIP Performance Objectives Weighting

The target and maximum bonus opportunities for each NEO, expressed as a percentage of his or her base salary on October 31, 2023, are set forth in the following table. The relative weights of the Performance Objectives for each NEO are: Financial Objectives, 75% (potential funding at 0% to 200%); Safety Objectives, 10% (potential funding at 0% to 200%); and Personal Objectives, 15% (potential funding at 0% to 150%). Payout can range from 0% to 192.5% of target.

2023 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

150%

289%

Earl R. Ellis

125%

241%

Joshua H. Feinberg

125%

241%

Rene Jacobsen

125%

241%

Andrea R. Newborn

70%

135%

 

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Funding Levels and Payouts Under CIP for NEOs in 2023

The Company’s financial and safety performance in 2023 resulted in a combined funding level for Financial Objectives and Safety Objectives that fell below target, with Revenue funding at target, and Adjusted Net Income and Safety below target. In combination, Financial Objectives and Safety Objectives are used to determine 85% of the annual CIP opportunity for the NEOs, and Personal Objectives are used to determine 15% of the annual CIP opportunity for the NEOs.

2023 Funding Levels for Financial and Safety Objectives

 

Financial & Safety Objectives (85%)

Threshold

Target

Maximum

Actual

Actual vs.

Target

Funding
Levels

Adjusted Net Income(1)
52.5% of overall weighting (equivalent to 70% of Financial Objectives weighting)

$204.43m

$240.51m

$276.59m

$231.86m

96.0%

93.0%

Revenue
22.5% of overall weighting (equivalent to 30% of Financial Objectives weighting)

$7.614b

$8.187b

$9.006b

$8.096b

99.0%

100.0%

Funding Level of Financial Objectives
(75% weighting)

 

 

 

 

 

95.1%

Funding Level Safety Objectives(2)

(10% weighting)

 

--

 

--

--

65%

(1)
Adjusted Net Income is a non-GAAP measure. A reconciliation to the nearest GAAP measure, Net Income, is set forth in Appendix A.
(2)
Comprised of metrics pertaining to the improvement of workers’ compensation, general liability, and auto liability claims frequency rates and safe work observation program participation, the safety objective achievement resulted in a funding level of 65%. This funding was below target due to increased automobile liability and workers’ compensation claim frequency as compared to fiscal year 2022. ABM’s results are consistent with industry trends post COVID.

2023 Personal Objectives Achievements and CIP Award Payment for Scott Salmirs, President and CEO

 

For fiscal 2023, the Committee considered Mr. Salmirs’ performance against his Personal Objectives in a process that involved discussions with all of the independent Board members. After considering the perspectives of the independent members of the Board, the Committee concluded that Mr. Salmirs’ delivered on his Personal Objectives, including:

Elevate the Client Experience – Achieved record new sales, leveraging go-to-market initiatives and new product offerings; led growth in cross-selling results; positioned brand for multi-year transition beginning in fiscal year 2024; honed and grew mergers & acquisitions and venture investment pipeline; executed venture and business partnership transaction with Noodoe group (EV charging)
Elevate the Team Member Experience – Achieved progress on talent initiatives, including improved metrics and scorecards in talent acquisition, shared services and talent management; led deployment of Workforce Productivity and Optimization (“WPO”) across the Business & Industry Group with successful results; continued Diversity, Equity & Inclusion progress including launch of two ABM Impact Groups; established Sustainability Council in support of the Company’s operational strategy
Elevate our use of Tech & Data – Achieved significant progress in multi-year digital transformation, including successful launch of new enterprise resource planning system (“ERP”) in Education Group; expanded client facing dashboard and piloted team member mobile application; continued progress in cybersecurity maturation

The Committee recommended, and the Board (with Mr. Salmirs recusing himself) approved, payout at 140% of target for Mr. Salmirs for the 15% Personal Objectives component of his 2023 CIP award.

As described above, Financial Objectives, which comprised 75% of Mr. Salmirs’ cash incentive compensation, were funded at 95.1%, and Safety Objectives, which comprised 10% of Mr. Salmirs’ CIP, were funded at 65.0%. Accordingly, Mr. Salmirs was awarded a 2023 CIP payment of $1,482,375, which represents 98.8% of his overall target.

ABM Industries Incorporated 2024 Proxy Statement 27


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Objectives

Weighting

Funding Level

Weighted Funding Level

Target
Bonus
Opportunity

Payout

Financial Objectives

75%

95.1%

71.3%

$1,125,000

$1,069,875

Safety Objectives

10%

65.0%

6.5%

$150,000

$97,500

Personal Objectives

15%

140.0%

21.0%

$225,000

$315,000

Total

100%

 

98.8%

$1,500,000

$1,482,375

2023 Personal Objectives Achievements and CIP Award Payments for Our Other NEOs

For fiscal 2023, the Committee considered the performance of our other NEOs against their Personal Objectives in a process that involved discussions with Mr. Salmirs. After considering the perspectives of Mr. Salmirs, the Committee concluded that our other NEOs delivered on their Personal Objectives, including:

 

 

Named Executive Officer

 

2023 Personal Objectives Achievements

Earl R. Ellis
Executive Vice President and Chief Financial Officer

Elevate the Client Experience – Enhanced financial performance through headcount and travel management, as well as discretionary cost reductions; supported deal structure and partnership with Noodoe; enhanced focus on new technologies within long range financial planning models; expanded ABM’s investor profile and equity coverage through the addition and onboarding of two new sell-side analysts
Elevate the Team Member Experience – Furthered career and development planning within Finance department; implemented service level training for finance shared services employees to continue evolution from transactional orientation to service led; oversaw internal governance structure to manage attainment of non-headcount savings across enterprise
Elevate our use of Tech & Data – Created enterprise templates for end-to-end processes, including quote to cash, record to report, source to pay, hire to retire; created center of excellence around end-to-end processing for quote to cash

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

Elevate the Client Experience – Developed pipeline building strategies for each of the target areas for strategic growth; supported deal structure and partnership with Noodoe; progressed on core ABMNext (innovation program) products with pilot of Intelligent Facility (smart buildings), Good Manufacturing Practices (client facing technology) and further development of ABMVantage (parking technology solution)
Elevate the Team Member Experience – Supported rollout of Team Member Retention plans across all Industry Groups, including specific action plans for 75+ high priority accounts; led the build, testing and piloting for new timekeeping system and ABMConnect mobile application (utilized by employees); led deployment of WPO tool and timekeeping system aligned with plan
Elevate our use of Tech & Data –In addition to Elevate IT projects, including the rollout of ERP to Education Group and onboarding of 200+ clients to client facing dashboard, led execution of over 100 non-Elevate IT projects on time, in scope and within budget; updated identity access management system as part of cybersecurity maturation

Rene Jacobsen
Executive Vice President and Chief Operating Officer

Elevate the Client Experience – Partnering with Sales team, achieved record new sales; generated large cross-sell opportunities utilizing ABM and RavenVolt capabilities and relationships; drove programmatic target pipeline development in high priority/growth areas including within Technical Solutions; continued pilot and development of innovative new offerings (e.g., client dashboard)
Elevate the Team Member Experience – Implemented Team Member Retention plans across all industry groups to reduce front line employee turnover, with action plans implemented in 75+ high priority accounts; led successful launch of ABM Performance Solutions (integrated facilities solutions) including a significant new airport contract; began buildout of state-of-the-art Electrification Center to serve as training hub
Elevate our use of Tech & Data – Successfully launched ERP to full operations team within the Education Group; onboarded 200+ clients to the client facing dashboard; deployed WPO tool with positive results

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Named Executive Officer

 

2023 Personal Objectives Achievements

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

Elevate the Client Experience – Developed master service agreement for new service offerings; scoped requirements for future contract lifecycle management system; incorporated compliance and other standard contract practices and policies into newly acquired subsidiaries; structured and negotiated Noodoe transaction
Elevate the Team Member Experience – Continued enhancement of compliance, safety and other similar training for employees; worked closely with Human Resources to continue improvements to onboarding processes; transitioned all insurance claims to new third party administrator; developed comprehensive environmental, social and governance board and committee oversight framework
Elevate our use of Tech & Data – Provided legal subject matter expertise in connection with successful ERP launch in Education Group; continued enhancing use of risk management information system for safety and other related functionality; using ABM and third-party data, engaged in comprehensive insurance procurement review, resulting in efficiencies gained in property and casualty renewal

 

The following table presents the fiscal year 2023 performance under our CIP for our other NEOs’ Financial Objectives, Safety Objectives and Personal Objectives, and their resulting payout (both the total award dollar amount and as a percentage of target opportunity).

Named
Executive Officer

Objectives

Weighting

Funding Level

Weighted
Funding
Level

Target
Bonus
Opportunity

Payout
(rounded to
nearest dollar)

Earl R. Ellis

Financial Objectives

75%

95.1%

71.3%

$590,625

$561,684

 

Safety Objectives

10%

65.0%

6.5%

$78,750

$51,188

 

Personal Objectives

15%

135.0%

20.3%

$118,125

$159,469

 

Total

100%

 

98.1%

$787,500

$772,341

Joshua H. Feinberg

Financial Objectives

75%

95.1%

71.3%

$562,500

$534,938

 

Safety Objectives

10%

65.0%

6.5%

$75,000

$48,750

 

Personal Objectives

15%

125.0%

18.8%

$112,500

$140,625

 

Total

100%

 

96.6%

$750,000

$724,313

Rene Jacobsen

Financial Objectives

75%

95.1%

71.3%

$656,250

$624,094

 

Safety Objectives

10%

65.0%

6.5%

$87,500

$56,875

 

Personal Objectives

15%

135.0%

20.3%

$131,250

$177,188

 

Total

100%

 

98.1%

$875,000

$858,156

Andrea R Newborn

Financial Objectives

75%

95.1%

71.3%

$301,875

$287,083

 

Safety Objectives

10%

65.0%

6.5%

$40,250

$26,163

 

Personal Objectives

15%

150.0%

22.5%

$60,375

$90,563

 

Total

100%

 

100.3%

$402,500

$403,808

Equity Incentive Compensation

Annual Equity Awards

The Committee believes that a long-term incentive program motivates and rewards our executive officers for their contributions to our Company’s performance and serves to align long-term compensation with the performance of Company stock. In fiscal year 2023, the Committee approved a long-term compensation program for our NEOs which included equity awards allocated among (i) time-based RSUs (25% of total equity grant at target), which generally vest ratably over a three-year period, and (ii) PSs with a TSR-modifier (“2023-2025 TSR-Modified Performance Shares”) (75% of total equity grant at target), which are based on Company financial metrics, adjusted EBITDA (as originally approved by the Committee on the grant date to exclude results associated with certain acquisitions) (“M&A adjusted EBITDA”) (75% weighting) and organic revenue (25% weighting) (the definitions for such metrics are set forth in Appendix A). Such 2023-2025 TSR-Modified Performance Shares will vest, if earned, based on the average funding of three, one-year performance periods (November 1, 2022 – October 31, 2023; November 1, 2023 – October 31, 2024; and November 1, 2024 – October 31, 2025). The payout for year one will be based on performance against the Company’s budget, with years two and three based on actual year over year growth versus an established standard growth rate set at the beginning of the three-year performance period. Possible funding levels of financial metrics are 0% to 200%, subject to modification via a multiplier on a scale of 80% to 120% of the earned award based on the Company’s TSR performance relative to the S&P Composite 1500 Commercial Services & Supplies Index over the three-year performance period from November 1, 2022 to October 31, 2025. Possible payouts for the 2023-2025

ABM Industries Incorporated 2024 Proxy Statement 29


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TSR-Modified Performance Shares range from 0% to 240% of target based on achievement of the Company financial metric goals (as adjusted by the TSR-modifier).

Possible award funding levels for the 2023-2025 TSR-Modified Performance Shares as to the financial metrics are set forth in the following table.

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

Possible TSR-Modification levels for the 2023-2025 TSR-Modified Performance Shares are set forth below. The modification percentage will be multiplied by the weighted payout results from the Company financial metrics to determine the final award payouts.

2023-2025 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%

The Committee considers market data and the mix of compensation at risk when establishing the long-term incentive opportunity for each NEO. Generally, the Committee approves an equity award at a specific dollar value for each recipient based on a multiple of the recipient’s base salary. The dollar value of the award is determined after taking into consideration various factors, including a market analysis prepared by the Committee’s consultant and the overall mix of performance-based compensation. The Committee believes that a meaningful portion of equity compensation should be performance-based.

Fiscal Year 2023 Equity Awards*

2023-2025 TSR-Modified Performance Shares

2023 Annual RSU

Named Executive Officer

Number Granted (at target)

Grant Date Value per Share(1)
($)

Number Granted

Grant Date Value per Share(2) 
($)

Aggregate Value of Equity Awards (at target)
($)

Scott Salmirs

85,860

50.23

31,121

46.19

5,750,227

Earl R. Ellis

23,518

50.23

8,524

46.19

1,575,033

Joshua H. Feinberg

22,398

50.23

8,118

46.19

1,500,022

Rene Jacobsen

31,357

50.23

11,366

46.19

2,100,058

Andrea R. Newborn

17,172

50.23

6,224

46.19

1,150,036

 

*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 M&A 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 2023 equity awards, please see “Grants of Plan-Based Awards During Fiscal Year 2023.”

(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 39.85% and a risk-free interest rate of 3.96%.
(2)
The grant date fair value of the RSUs represents the closing price per share of ABM common stock on the grant date.

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2021-2023 Performance Share Overview

In fiscal year 2021, we granted PSs with a TSR-modifier (“2021-2023 TSR-Modified Performance Shares”), which could be earned, if at all, based on Company financial metrics comprised of M&A adjusted EBITDA (75% weighting) and organic revenue (25% weighting) (reconciliations for such metrics are set forth in Appendix A). The 2021-2023 TSR-Modified Performance Shares earned were calculated at the end of the three-year period (November 1, 2020 to October 31, 2023) based on the average funding of three, one-year performance periods (November 1, 2020 – October 31, 2021; November 1, 2021 – October 31, 2022; and November 1, 2022 – October 31, 2023). Performance is measured annually for each performance measure and the payout is determined at the end of the three-year period. The goals associated with the first year of the performance period are based on the Company's budget and the performance goals for years two and three are based on pre-determined growth rates over year one performance as established at the beginning of the performance period. The final payout based on Company financial metrics was subject to modification via a multiplier on a scale of 80% to 120% of the earned award based on the Company’s TSR performance relative to the S&P Composite 1500 Commercial Services & Supplies Index over the three-year performance period. Possible payouts for the 2021-2023 TSR-Modified Performance Shares ranged from 0-240% of target based on achievement of the Company financial metric goals (as adjusted by the TSR-modifier, as set forth in the tables below).

Award funding levels for the 2021-2023 TSR-Modified Performance Shares as to the financial metrics are set forth in the following table. The achievement levels are measured against budgeted performance in year one and against the pre-determined growth rates in years two and three.

 

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

Results of 2021-2023 TSR-Modified Performance Share Program

The following table summarizes the 2021-2023 TSR-Modified Performance Share Program results based on Company financial metrics.

Results of 2021-2023 TSR-Modified Performance Share Program

Metric

Weight

Year

Threshold

Target

Maximum

2021-2023 Results

Funding Level

M&A Adjusted EBITDA(1)

75%

2021

$258.75M

$345.0M

$465.75M

2021: $447.7M

174%

2022

3.0%
growth over prior year actual

4.0%
growth over prior year actual

5.4%
 growth over prior year actual

2022: (7.9%)
growth

0%

2023

2023: 3.9%
growth

100%

3 Year Average

91%

Organic Revenue(1)

25%

2021

$4.576B

$6.101B

$8.237B

2021: $6.128B

100%

2022

1.875%
growth over prior year actual

2.5%
growth over prior year actual

3.4%
growth over prior year actual

2022: 7.6%
growth

200%

2023

2023: 4.4%
growth

200%

3 Year Average

167%

Total Three Year Weighted Average Payout

 

 

 

 

 

 

110%

 

ABM Industries Incorporated 2024 Proxy Statement 31


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(1)
M&A Adjusted EBITDA and Organic Revenue are 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.

Modification of 2021-2023 PS Awards Based on Relative TSR-Performance

TSR-Modification levels for the 2021-2023 TSR-Modified Performance Shares are set forth below. The modification percentage is multiplied by the weighted payout results from the Company financial metrics to determine the final award payouts.

2021-2023 TSR Performance Share Modification Potential

ABM Three-Year
Percentile
Ranking

Modification Percentage Applies to Shares Earned

Threshold

25th Percentile

80%

Target

50th Percentile

100%

Maximum

75th Percentile

120%

 

 

2021-2023 TSR Performance Share Table

 

ABM Three-Year Percentile Ranking vs. S&P Composite 1500 Commercial Services & Supply Index

 25th Percentile

 50th Percentile

 75th Percentile

Modification Level Applied to Shares Earned

80%

100%

120%

ABM Three-Year TSR Performance

55th Percentile

Total Three-Year Weighted Average Payout (from Results of 2021-2023 TSR-Modified Performance Share Program table above)

110%

Modification Percentage Applied to ABM TSR Performance Shares

 104%

Final Payout of 2021-2023 TSR Performance Shares after Modifier

115%

For the three-year performance period, the Company’s TSR performance ranked in the 55th percentile of the S&P Composite 1500 Commercial Services & Supplies Index, resulting in a modification under the 2021-2023 TSR-Modified Performance Shares of 104%. Applying this multiplier to the Company’s weighted payout results based on Company financial metrics (110%) resulted in a final payout for the 2021-2023 TSR-Modified Performance Shares at 115% of target.

Named Executive Officer

2021-2023
TSR Performance
Shares
(Target)
(1)

2021-2023
TSR Performance
Shares
(Earned)
(1)

Scott Salmirs

64,543

74,225

Earl R. Ellis

17,385

19,993

Joshua H. Feinberg

15,936

18,326

Rene Jacobsen

17,385

19,993

Andrea R. Newborn

11,409

13,120

(1)
Includes dividend equivalent units accrued on earned shares as of January 8, 2024.

Other Compensation and Governance-Related Matters

Employment and Change-in-Control Agreements

Each of our NEOs has entered into an employment agreement with the Company. The form of agreement reflects an “at-will” employment relationship, while at the same time affording some income security by specifying certain severance payments upon involuntary or constructive termination. Under the terms of these employment agreements, an executive whose employment is terminated without cause by the Company, or who resigns for “good reason” (as such terms are defined in the NEOs’ respective employment agreements), will be entitled to receive a multiple (2.5 for Mr. Salmirs; 2.0

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for Messrs. Ellis, Feinberg, and Jacobsen, and Ms. Newborn) of the sum of his or her base salary and target bonus, as well as a prorated portion of his or her annual bonus for the year of termination and 18 months of health insurance reimbursements. If Messrs. Salmirs, Ellis, Feinberg, or Jacobsen voluntarily leaves the Company at age 60 or older with 10 years of service their equity awards granted after the effective date of the employment agreement but at least one year prior to such retirement will continue to vest, in accordance with the terms of those awards. These employment agreements also provide that following termination of employment for any reason, the officer will refrain from competing with, or soliciting the employees or customers of, the Company for one year following the termination of employment.

In order to assure continuity of ABM’s senior management in the event of a potential change-in-control of the Company, ABM provides our NEOs with “double-trigger” severance benefits should their employment with ABM be terminated following a change in control. The current change-in-control agreements provide double-trigger severance benefits if the officer is terminated without cause, or resigns for “good reason,” within two years following a change-in-control. These benefits consist of a lump-sum payment equal to a multiple (3.0 for Mr. Salmirs; 2.5 for Messrs. Ellis, Feinberg, and Jacobsen, and Ms. Newborn) of the sum of his or her base salary and target bonus; a lump-sum payment equal to the present value of health and welfare benefits for 18 months; and accelerated vesting of equity awards. There are no excise tax gross-ups under the change-in-control agreements. Instead, any such payments and benefits are subject to reduction in order to avoid the application of the excise tax on “excess parachute payments” under the Internal Revenue Code, but generally only if the reduction would increase the net after-tax amount received by the officer.

For a summary of the executives’ employment and change-in-control agreements in effect during fiscal year 2023, see “Potential Payments Upon Termination or Change-in-Control.”

Stock Ownership Guidelines

The Company has stock ownership guidelines for certain officers, including our NEOs. Executives are expected to achieve their targets within five years of becoming subject to the stock ownership policy. Stock ownership guidelines are based on a multiple of base salary. Individuals who have not met their stock ownership level at the end of the applicable five-year period are expected to retain 50% of their after-tax net shares paid under any Company long-term incentive plan or program, such as shares paid out under the PS program and vested RSUs, until their ownership guidelines are satisfied. The Committee periodically reviews the stock ownership guidelines and may make adjustments to these guidelines to the extent it believes such adjustments are appropriate. Progress toward targeted ownership levels may be taken into consideration in future grants to executives. Unvested RSUs are taken into consideration when determining if ownership guidelines have been achieved; however, unearned PSs are not included, nor are stock options, whether vested or unvested. Current stock ownership guidelines are as follows:

 

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

All of our NEOs have either met or exceeded their stock ownership guidelines or are well positioned to achieve compliance within the required time period.

Anti-Hedging and Anti-Pledging Policies

Directors, executive officers and other employees are prohibited from engaging in hedging transactions with respect to our securities. “Hedging transactions” can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds or through other transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities. Because hedging transactions might permit a director, executive officer or other employee to continue to own our securities, whether obtained through our equity compensation plans or otherwise, without the full rewards and risks of ownership, such hedging transactions are prohibited. We also prohibit pledging, or using as collateral, Company stock to secure personal loans or other obligations.

Annual Compensation-Related Risk Evaluation

We annually review risks associated with our executive compensation program, as well as our other broad-based employee incentive programs, with respect to enterprise risk factors, with the assistance of management’s compensation consultant, Willis Towers Watson, which prepares an annual risk analysis. The Committee and its independent compensation consultant, Pay Governance, review this analysis. In connection with its 2023 review, the Committee noted the various ways in which risk is managed or mitigated. Practices and policies mitigating risks included the balance of corporate, business unit and individual weightings in incentive compensation programs, the mix between long-term and short-term incentives, use of stock ownership requirements, the Company’s policy prohibiting hedging and pledging,

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and the Company’s recoupment or “clawback” policy. Based on this review, the Committee agreed with the findings in the analysis that the Company’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

Clawback Policy

In accordance with the requirements of the NYSE listing standards, we maintain the ABM Industries Incorporated Amended and Restated Recoupment Policy (the “Clawback Policy”), an executive officer clawback policy that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former “Section 16 officer” of the Company, as defined in Rule 16a-1(f) under the Exchange Act (a “Covered Officer”), in the event of an accounting restatement. Unless an exception applies, the Company will recover reasonably promptly from each Covered Officer the applicable incentive compensation received by such Covered Officer in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws as provided in the Clawback Policy.

Special Forfeiture and Repayment Rights in the Event of Serious Misconduct (Enhanced Clawback Policy)

Pursuant to the terms and conditions applicable to cash and equity incentive awards, if the Board or applicable committee determines that an employee has engaged in conduct that constitutes “cause” (as defined in such terms and conditions and including serious misconduct, dishonesty, disloyalty, conviction of a felony or misdemeanor involving moral turpitude, failure to substantially perform employment-related duties or responsibilities, and material breach of the Company’s code of conduct), then (i) outstanding unvested or unexercised equity awards will be terminated and forfeited, (ii) restricted stock, RSUs, performance shares, and performance units that vested within a certain period immediately prior to the date it is determined that the employee engaged in conduct constituting cause (the “Determination Date”) will be required to be repaid to the Company, (iii) the Board or such committee may rescind any awards made to the employee within a certain period immediately prior to the Determination Date, and (iv) the Board or such committee may seek the recovery of any gains realized from the sale or disposition of shares issued pursuant to awards within a certain period immediately prior to the Determination Date.

Benefits and Perquisites

The NEOs are eligible for customary employee benefits, which include participation in ABM’s 401(k) Plan, as well as group life, health and accidental death and disability insurance programs and the Company’s voluntary deferred compensation plan. In addition, the NEOs are eligible for an executive physical to promote their health and safety. These and certain other perquisites are set forth in the 2023, 2022 and 2021 Summary Compensation Table.

The NEOs are eligible to participate in ABM’s Employee Deferred Compensation Plan, which is an unfunded deferred compensation plan available to highly compensated employees. The Employee Deferred Compensation Plan benefits are shown in the “Nonqualified Deferred Compensation in Fiscal Year 2023” table, followed by a description of the plan. The Committee regularly reviews the benefits provided under this and other plans, and as a result of such a review, in January 2011, the Company entered into a trust agreement that will fund amounts due under the Employee Deferred Compensation Plan in the event of a change in control of ABM.

COMPENSATION COMMITTEE REPORT

The Committee has reviewed the Compensation Discussion and Analysis and discussed the Compensation Discussion and Analysis with management. Based on its review and discussions with management, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in ABM’s Annual Report on Form 10-K for the fiscal year ended October 31, 2023 and the Proxy Statement.

Compensation Committee:

LeighAnne G. Baker, Chair

Donald F. Colleran

James D. DeVries

Thomas M. Gartland

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Additional Information About Executive Compensation

The following tables and accompanying narrative provide detailed information regarding the compensation of the NEOs.

2023, 2022 and 2021 Summary Compensation Table

 

 

 

Salary

Bonus(1)

Stock
Awards
(2)

Non-equity
Incentive
Plan
Compensation
(3)