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Definitive Proxy Statement

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2017

ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT

ABM INDUSTRIES INCORPORATED

Sincerely,

Scott Salmirs

President and Chief Executive Officer

NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS

WHEN

Wednesday, March 8, 2017,
10:00 a.m. Eastern Time

PROXY VOTING

Your vote is important. Even if you plan to attend the annual meeting in person, please vote as soon as possible using the internet or by telephone, or by completing, signing, dating and returning your proxy card.

WHERE

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

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

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

Signing, dating and mailing the proxy card in the enclosed postage paid envelope.

1.

Election of three directors to serve three-year terms until the 2020 Annual Meeting and until their successors are duly elected and qualified.

2.

Advisory vote to approve executive compensation.

3.

Advisory vote on frequency of advisory vote to approve executive compensation.

4.

Ratification of the selection of KPMG LLP as ABM’s independent registered public accounting firm for the current year.

5.

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

Page

PROXY STATEMENT SUMMARY

1

01

GOVERNANCE

PROPOSAL NO. 1–ELECTION OF DIRECTORS

4

CORPORATE GOVERNANCE AND BOARD MATTERS

11

The Board of Directors

11

Summary Board Information

11

Corporate Governance

12

Identifying and Evaluating Nominees for Directors

12

Board Leadership Structure

12

Director Independence

13

The Board’s Role in Risk Management

13

Mandatory Retirement

13

Committees

13

Board and Committee Attendance in 2016

15

Compensation Committee Interlocks and Insider Participation

15

DIRECTOR COMPENSATION FOR FISCAL YEAR 2016

15

2016 Non-Employee Director Compensation

15

2016 Non-Employee Director Compensation Table

16

Director Deferred Compensation Plan

17

Other Arrangements

17

Director Stock Ownership Policy

17

02

EXECUTIVE COMPENSATION

PROPOSAL NO. 2–ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

18

COMPENSATION DISCUSSION AND ANALYSIS

19

Our Compensation Philosophy and Practices

19

How We Compensated Our NEOs in 2016

23

Other Compensation and Governance-Related Matters

32

Compensation Committee Report

34

Additional Information About Executive Compensation

35

2016 Summary Compensation Table

35

Grants of Plan-Based Awards During Fiscal Year 2016

36

Outstanding Equity Awards at 2016 Fiscal Year-End

37

Option Exercises and Stock Vested in Fiscal Year 2016

39

Pension Benefits at 2016 Fiscal Year-End

39

Nonqualified Deferred Compensation in Fiscal Year 2016

40

Potential Benefits on Termination

41

03

FREQUENCY OF SAY-ON-PAY VOTE

PROPOSAL NO. 3–ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

45

04

AUDIT MATTERS

PROPOSAL NO. 4–RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

46

AUDIT-RELATED MATTERS

47

Audit Committee Report

47

Principal Accounting Firm Fees and Services

48

Policy on Preapproval of Independent Registered Public Accounting Firm Services

48

Page

05

GENERAL INFORMATION

Certain Relationships and Transactions with Related Persons

48

Section 16(a) Beneficial Ownership Reporting Compliance

49

Equity Compensation Plan Information

49

Security Ownership of Certain Beneficial Owners

50

Security Ownership of Directors and Executive Officers

51

Questions and Answers about the Proxy Materials and the 2017 Annual Meeting

52

Submission of Shareholder Proposals for 2018 Annual Meeting

57

Appendix A–Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

A-1

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement carefully before voting.

Annual Meeting of Shareholders

Time and Date:

10:00 a.m. Eastern Time, March 8, 2017

Place:

ABM Industries Incorporated

One Liberty Plaza, 7th Floor

New York, New York 10006

Record Date:

January 11, 2017

Voting:

You can vote if you were a holder of ABM’s

common stock on January 11, 2017

Voting Matters

Board Proposals

Board Vote

Recommendation

Page Reference

(for more detail)

01

Election of Directors

FOR EACH DIRECTOR NOMINEE

4

02

Advisory vote to approve executive compensation

FOR

18

03

Advisory vote on frequency of future advisory votes to approve executive compensation

EVERY YEAR

45

04

Ratification of the selection of KPMG LLP as our independent registered public accounting firm

FOR

46

Board Nominees

The following table provides summary information about each director who is nominated for election.

Name

Age

Director

Since

Occupation

Independent

Committee

Assignments

Anthony G. Fernandes

71

2007

Former Chairman, Chief Executive Officer and President of Philip Services Corporation

✓

Audit, Chair;

Corporate Citizenship and Communications

Thomas M. Gartland

59

2015

Former President, North America of Avis Budget Group, Inc.

✓

Audit;

Compensation

Winifred (Wendy)

M. Webb

58

2014

Chief Executive Officer, Kestrel Corporate Advisors

✓

Audit;

Governance

➢

returned $46.6 million to shareholders in share repurchases;

➢

paid $36.9 million to shareholders in dividends; and

➢

achieved three-year total shareholder return (TSR) in the top quartile of S&P 600 companies.

¹ 

Adjusted EBITDA, adjusted income from continuing operations and adjusted income from continuing operations per diluted share are non-GAAP financial measures. These adjustments have been made with the intent of providing financial measures that give management and investors a better understanding of underlying operational results and trends as well as the Company’s operational performance. Please refer to Appendix A for a reconciliation of these non-GAAP financial measures to certain GAAP financial measures.

Board

Structure

Board

Tenure

Committees and Attendance

Corporate Governance Enhancements

•    Independent Chair of the Board.

•    11 of 12 directors are Independent.

•    4 of 12 directors are women.

•    Independent directors meet in regular Executive Sessions.

•    6 of 12 directors have served on the Board three years or less.

•    3 of 12 directors have served on the Board between four and ten years.

•    3 of 12 directors have served more than ten years.

•    Independent Audit, Compensation, Governance, and Corporate Citizenship and Communications Committees.

•    In 2016, all directors together attended at least 97% of Board and their respective Committee meetings.

•    Implemented majority voting in uncontested elections.

•    Director Retirement Policy requires retirement at age 73.

•

We align annual short-term incentive awards with annual operating, financial and strategic objectives, as well as with business unit and individual performance.

•

We align long-term incentive awards with the interests of our shareholders through a combination of performance-based and service-based equity grants that deliver value based on operating results and encourage stock ownership.

•

A meaningful portion of our incentive compensation opportunity for executives is directly related to ABM’s total shareholder return (TSR) over a three-year period compared to the S&P 600.

✓    Compensation Recoupment (“Clawback Policy”)

✓    Limited Perquisites

✓    Stock Ownership Requirements

✓    No “Gross-Ups”

✓    Independent Compensation Consultant

✓    No Repricing

✓    No Hedging or Pledging

Anthony G. Fernandes

Director Since 2007

Age 71

Former Chairman, Chief Executive Officer and President of Philip Services Corporation

Mr. Fernandes served as chairman, chief executive officer and president of Philip Services Corporation from August 1999 to April 2002. Prior to joining Philip Services Corporation, Mr. Fernandes had a 30-year career with the Atlantic Richfield Company (ARCO), serving as executive vice president and director of ARCO from 1994 to 1999; president of ARCO Coal, a subsidiary of ARCO, from 1990 to 1994; and corporate controller of ARCO from 1987 to 1990. He was a member of the ARCO board of directors and chairman of ARCO Chemical Company, a NYSE company 80% owned by ARCO. Additionally, he was a director of Tower Automotive, Inc. from 2003 to 2007, a director of Black and Veatch from 1999 to 2016, and a director of Cytec Industries from 2002 to 2015. He also currently serves as a director of Baker Hughes Incorporated and Envirosystems, Inc., a privately held Canadian company.

Mr. Fernandes’ qualifications to serve on our Board include his leadership and management experience as a chief executive officer, his experience as a senior financial officer, and his experience as a director of other public companies. Mr. Fernandes brings valuable operations, compensation, public company board, leadership, financial management, mergers and acquisitions and global operations experience to the Board.

Thomas M. Gartland

Director Since 2015

Age 59

Former President, North America of Avis Budget Group, Inc.

Mr. Gartland retired in December 2014 from his role as president, North America for Avis Budget Group, Inc., a publicly traded leading global provider of vehicle rental services, a position he held from October 2011 to December 2014. Previously, he was executive vice president, sales, marketing and customer care at Avis Budget Group, Inc. from April 2008 to October 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 serves on the board of directors of Xenia Hotels & Resorts, Inc., a publicly traded, self-advised and self-administered REIT that invests primarily in premium full-service, lifestyle, and urban upscale hotels.

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

Winifred (Wendy) M. Webb

Director Since 2014

Age 58

Chief Executive Officer, Kestrel Corporate Advisors

Ms. Webb is chief executive officer of Kestrel Corporate Advisors, a position she has held since February 2013. From January 2010 to January 2013, she was managing director for Tennenbaum Capital Partners, LLC. Ms. Webb was a member of the corporate executive team as chief communications and investor relations officer and senior advisor for Ticketmaster Entertainment Inc. from April 2008 to January 2010. She served for 20 years with The Walt Disney Company, from 1988 to 2008, primarily as corporate senior vice president of investor relations and shareholder services responsible for overseeing Disney’s strategic financial communications worldwide and governance outreach. She was also executive director for The Walt Disney Company Foundation. Her previous roles included investment banking positions with PaineWebber Inc. and Lehman Brothers Kuhn Loeb. A member of the board of directors of publicly traded 9 Spokes International Limited from 2015, and of TiVo Inc. from 2016 until it was acquired in September 2016, of Jack in the Box Inc. from 2008 to 2014, and of nonprofit PetSmart Charities, Inc. from 2014 to 2016, Ms. Webb is an NACD Board Leadership Fellow, the highest level of credentialing for corporate directors offered by The National Association of Corporate Directors.

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

Sudhakar Kesavan

Director Since 2012

Age 62

Chairman and Chief Executive Officer, ICF International

Mr. Kesavan is chairman and chief executive officer of ICF International, a publicly traded company that is a leading provider of consulting services and technology solutions to government and commercial clients, a position held since 1999. He has also been a director of ICF International since June 1999. 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 board of the Northern Virginia Technology Council. He also serves as board member emeritus of the Rainforest Alliance, a New York-based nonprofit environmental organization, on the board of Inova Health Systems, a not-for-profit healthcare system based in Northern Virginia, and is a trustee of the Shakespeare Theater Company in Washington, DC.

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

Lauralee E. Martin

Director Since 2015

Age 66

Former President and Chief Executive Officer of HCP, Inc.

Ms. Martin served as chief executive officer and president of HCP, Inc., a real estate investment trust focusing on properties serving the healthcare industry, from October 2013 to July 2016. Prior to joining HCP in October 2013, Ms. Martin was employed by Jones Lang LaSalle Incorporated, one of the world’s leading real estate services and money management firms, in various high-level capacities, including as chief executive officer, Americas beginning in January 2013. Prior to that, she was executive vice president and chief financial officer since January 2002, and was appointed to the additional position of chief operating officer in January 2005. Ms. Martin served on its board of directors from 2005 until May 2013. Ms. Martin previously held positions with Heller Financial as its chief financial officer, senior group president – Heller Financial Real Estate, Equipment Financing and Small Business Lending and served as president of its Real Estate group. Ms. Martin was also a member of the Heller Financial board of directors. Ms. Martin has served on the Board of Kaiser Aluminum Corporation since 2013, and previously served as a director of HCP, Inc. from 2008 to July 2016, of KeyCorp from 2003 through 2010, and of Gables Residential Trust from 1994 through 2005. Ms. Martin served as a trustee of the Urban Land Institute and the International Council of Shopping Centers.

Ms. Martin’s qualifications to serve on our Board include her leadership and management experience gained from her positions as a chief executive officer, chief financial officer, and chief operating officer. Ms. Martin brings valuable knowledge to our Board in all aspects of corporate financial and operational matters, including the oversight of complex financial, accounting and corporate infrastructure functions, evaluation of acquisition opportunities, and investor relations. Her service as a member of the boards of directors of two other public companies has contributed to her expertise in corporate governance matters.

Filippo Passerini

Director Since 2017

Age 59

Operating Executive, Carlyle Group

Mr. Passerini has been an operating executive in U.S. Buyouts at Carlyle Group since 2015. From January 2015 until his retirement in June, he served as Officer on Special Assignment to the President and CEO of Procter & Gamble. Prior to that, Mr. Passerini served as Procter & Gamble Company’s group president, Global Business Services (GBS) and chief information officer (CIO), positions he held since February 2008 and July 2004, respectively. Mr. Passerini joined Procter & Gamble, a leading multinational manufacturer of consumer goods, in 1981 and held executive positions in the United Kingdom, Greece, Italy, Turkey, Latin America and the United States. While with the Procter & Gamble organization, he oversaw more than 170 distinct services in 70 countries and led the integration of Procter & Gamble’s IT and services groups to form GBS, one of the largest and most progressive shared services organizations in the world. Mr. Passerini has served as a director of Integer Holdings Corporation since 2015 and of United Rentals, Inc. since 2009. Since 2015, Mr. Passerini has also served as a director of Poste Italiane Spa, an Italian company that provides postal and infrastructure services. He is a member of the CIO Hall of Fame and has received numerous awards, including: the inaugural Fisher-Hopper Prize for Lifetime Achievement in CIO Leadership; Shared Service Thought Leader of the Year; and InformationWeek’s Chief of the Year.

Mr. Passerini’s qualifications to serve on our board include his significant global experience in operations, technology and general management roles. He is recognized as a thought leader in information technology and shared services, attributes he acquired through his various senior level positions with Procter & Gamble, including Chief Information Officer, for more than 33 years. Mr. Passerini brings extensive experience in operations, information technology, and shared services as well as public company board experience to our Board.

Linda Chavez

Director Since 1997

Age 69

President, Becoming American Institute

Ms. Chavez is the president of the Becoming American Institute, a position she has held since 2014. Additionally, she is founder and chairman of the Center for Equal Opportunity, a position she has held since January 2006. Prior to her appointment as chairman, Ms. Chavez served as president of the Center for Equal Opportunity from January 1995 through December 2005. Ms. Chavez was a director of Pilgrim’s Pride Corporation from 2004 to 2008, where she served on the audit committee. Previously, she was a director of Greyhound Lines, Inc. from 1995 to 1999, when it was acquired by another company. Ms. Chavez has held numerous appointed positions, including chief executive officer of the National Commission on Migrant Education from 1988 to 1992, chief executive officer of the U.S. Commission on Civil Rights from 1983 to 1985, and White House director of public liaison in 1985. In 1992, she was elected by the United Nations Commission on Human Rights to serve a four-year term as U.S. Expert to the U.N. Sub-Commission on the Prevention of Discrimination and Protection of Minorities. She is a 2006 graduate of the UCLA Anderson Graduate School of Management Director Training and Certification Program and served on the advisory board of the Outstanding Directors Exchange in 2008 and 2009. Ms. Chavez serves on the board of Research Electro-Optics, a privately held company. Ms. Chavez also serves or has served on numerous nonprofit boards. She is an author and nationally syndicated columnist and television commentator and writes extensively about public policy issues.

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

J. Philip Ferguson

Director Since 2009

Age 71

Former Vice-Chairman, University of Texas Investment Management Company

Mr. Ferguson has spent over 45 years in the investment management business, currently serving on the board of managers of Salient Partners, on the investment committee for Silver Ventures, on the investment board for San Manuel Band of Mission Indians, and as non-executive chair of the investment committee of Ascendant Advisors. Mr. Ferguson served until April 2012 on the board of directors of the University of Texas Investment Management Company (UTIMCO), a position he held since August 2003. He chaired the UTIMCO compensation committee and served on its risk and policy committees. Mr. Ferguson also serves on the advisory committee of the MBA Investment Fund at the McCombs School of Business at the University of Texas-Austin, a position held since March 2005, and is a member of the advisory board of Murphree Venture Partners. Mr. Ferguson held various executive positions with AIM Capital Management, Inc. (now Invesco AIM) from 2000 to 2007, serving most recently as president and chief investment officer. Previously, he held senior positions at several investment management firms, including: managing partner at Beutel, Goodman & Company; senior vice president at Lehman Brothers, Inc.; and vice president of Goldman, Sachs & Company. Mr. Ferguson also serves or has served on various investment and civic boards, including the Investment Advisor Association, the Houston Ballet, the Memorial Hermann Foundation, Museum of Fine Arts, Houston, and on the Chancellor’s Advisory Council of Texas Christian University.

Mr. Ferguson’s qualifications to serve on our Board include his extensive business and financial experience gained from working in the investment industry for over 45 years. Mr. Ferguson brings valuable operations, mergers and acquisitions, sales and marketing, government and government relations, compensation, strategic transactions, investor relations and public company board experience to our Board.

Art A. Garcia

Director Since 2017

Age 55

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

Mr. Garcia is the executive vice president and chief financial officer of Ryder System, Inc., a $6.5 billion commercial fleet and supply chain management solutions company, a position held since 2010. He is a member of Ryder’s executive leadership team. Prior that, 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’s qualifications to serve on our Board include his extensive business, financial and management experience and his experience as a senior financial officer. Mr. Garcia brings valuable accounting, financial management and supply chain experience to our Board.

Scott Salmirs

Director Since 2015

Age 54

President and Chief Executive Officer, ABM Industries Incorporated

Mr. Salmirs is president and chief executive officer of the Company, a position held since March 2015. Previously, he served as executive vice president of the Company from September 2014 to March 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 December 2014. Prior to joining the Company, Mr. Salmirs held various leadership positions at Goldman, Sachs & Company, Lehman Brothers, Inc., and CBRE. Mr. Salmirs also serves on the board of Outreach, a New York nonprofit organization dedicated to rehabilitating teen drug users, 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.

Luke S. Helms

Director Since 1995

Age 73

Managing Director, Sonata Capital Group

Mr. Helms is the managing director of Sonata Capital Group, a privately owned, registered investment advisory firm, a position held since June 2000. Previously, Mr. Helms served as vice-chairman of KeyBank from April 1998 to March 2000 and held various senior executive positions at Bank of America Corporation, including vice-chairman from May 1993 to October 1998. He also served as president of Seafirst Bank from November 1987 to September 1990 and chief executive officer from September 1990 to May 1993. Mr. Helms was a director of Lifelock, Inc., a privately owned company, from 2007 to 2008, has served as a director of Manulife Financial Corporation since 2007, and has served as a director of Point Inside since 2014.

Mr. Helms’ qualifications to serve on our Board included his extensive business, operational and financial experience gained from working in the investment and banking industry, as well as his public company board experience. During his tenure on the Board, Mr. Helms brought valuable operations, corporate strategy, risk management, capital markets, financial, mergers and acquisitions, sales and marketing, global operations, and public company board experience to the Board.

Maryellen C. Herringer

Director Since 1993

Age 73

Non-Executive Chairman of the Board, ABM Industries Incorporated

Ms. Herringer is retired executive vice president, general counsel and secretary of APL Limited. She held various executive positions with APL Limited, an international provider of transportation and logistics, from 1991 to 1997 and was responsible at various times for overseeing functions including legal, risk management, corporate communications, human resources, internal audit, tax and community affairs. Prior to joining APL Limited, Ms. Herringer was a partner in the international law firm of Morrison & Foerster from 1989 to 1991. From 1981 to 1989, Ms. Herringer held various positions at Transamerica Corporation (insurance and financial services), including vice president and general counsel from 1981 to 1983 and senior vice president and general counsel from 1983 to 1989. Ms. Herringer serves as a director of PG&E Corporation and Pacific Gas and Electric Company, a subsidiary of PG&E Corporation, and is chair of such companies’ nominating and governance committees and serves on their audit and compensation committees. She served as interim lead director of PG&E Corporation and Pacific Gas and Electric Company and interim non-executive chairman of the board of Pacific Gas & Electric Company from May to September 2011. Ms. Herringer currently is a member of the board of trustees of Mills College, Vassar College, and the San Francisco Museum of Modern Art and has served on the boards of numerous educational institutions and not-for-profit organizations. She is also a former chair of the Business Law Section of the State Bar of California.

Ms. Herringer’s qualifications to serve on our Board included her leadership, business, legal, and management skills developed as an executive and a director of, and legal counsel to, other large public companies. During her tenure on the Board, Ms. Herringer brought valuable compensation, legal, corporate governance, financial, risk management, internal audit, corporate transactional, public company board, government and government relations, global operations, and mergers and acquisitions experience to our Board.

Committee

Qualifications

Name and

Current Position

Age

Director Since

Independent

Audit

Compensation

Governance

Corporate Citizenship and Communications

Business Leadership

Industry Experience

Public Company

Financial/Investment

Risk Oversight

Global

Maryellen C. Herringer

  Non-Executive Chairman of the

  Board

73

1993

YES

•

•

•

•

•

•

Linda Chavez

  President, Becoming American

  Institute

69

1997

YES

•

Chair

•

•

•

•

•

J. Philip Ferguson

  Former Vice Chairman, University

  of Texas Investment Management

  Company

71

2009

YES

•

•

Chair

•

•

•

•

Anthony G. Fernandes

  Former Chairman, Chief Executive

  Officer and President of Philip

  Services Corporation

71

2007

YES

Chair

•

•

•

•

•

•

Art A. Garcia

  Executive Vice President and

  Chief Financial Officer of Ryder

  Systems, Inc.

55

2017

YES

•

•

•

•

Thomas M. Gartland

  Former President, North America

  of Avis Budget Group, Inc.

59

2015

YES

•

•

•

•

•

•

•

Luke S. Helms

  Managing Partner, Sonata Capital

  Group

73

1995

YES

•

•

•

•

•

•

•

Sudhakar Kesavan

  Chairman and Chief Executive

  Officer, ICF International

62

2012

YES

Chair

•

•

•

•

•

•

Lauralee E. Martin

  Former President and Chief

  Executive Officer, HCP, Inc.

66

2015

YES

•

•

•

•

•

•

•

•

Filippo Passerini

  Operating Executive, Carlyle

  Group

59

2017

YES

•

•

•

•

•

Scott Salmirs

  President and Chief Executive

  Officer, ABM Industries

  Incorporated

54

2015

NO

•

•

•

•

•

•

Winifred M. Webb

  Chief Executive Officer, Kestrel

  Corporate Advisors

58

2014

YES

•

•

•

•

•

•

•

Audit Committee

Anthony G. Fernandes, Chair

J. Philip Ferguson

Thomas M. Gartland

Winifred M. Webb

Key Oversight Responsibilities

•

Independent auditor, including audit/nonaudit services provided

•

Scope and results of the independent auditor’s audit

•

Financial reporting activities and accounting standards/principles used

•

Internal audit functions

•

Disclosure controls and internal controls

“In 2016, we continued to focus on risks, including those related to our insurance and safety programs.”

The Board of Directors has determined that each member of the Audit Committee is financially literate and that each qualifies as an “audit committee financial expert” under the definition promulgated by the Securities and Exchange Commission.

The Audit Committee met six times in 2016.

Compensation Committee

Sudhakar Kesavan, Chair

Linda Chavez

Thomas M. Gartland

Luke S. Helms

Maryellen C. Herringer

Key Oversight Responsibilities

•

CEO compensation and evaluation

•

Executive incentive compensation

•

Equity plan and awards

•

Review of compensation structure

•

Executive employment agreements

“This year we focused on the continued alignment of incentive compensation with our 2020 Vision and corporate strategy.”

The Compensation Committee met six times in 2016.

Governance Committee

Linda Chavez, Chair

J. Philip Ferguson

Luke S. Helms

Lauralee E. Martin

Winifred M. Webb

Key Oversight Responsibilities

•

Director recruitment

•

Corporate governance

•

Board committee structure and membership

•

Director compensation

•

Succession planning

“Director recruitment, succession planning and Board composition were key priorities in 2016.”

The Governance Committee met five times in 2016.

Corporate Citizenship and Communications Committee

J. Philip Ferguson, Chair

Linda Chavez

Anthony G. Fernandes

Lauralee E. Martin

Key Oversight Responsibilities

•

Corporate philanthropy

•

Public affairs and government relations

•

Crisis management planning

“Corporate philanthropic outreach, marketing and branding were principal areas of focus in 2016.”

The Corporate Citizenship and Communications Committee met four times in 2016.

Compensation Element

2016 Compensation Program

Annual Board Cash Retainer

$175,000 for Chairman of the Board;

$70,000 for other non-employee directors

Annual Board Equity Retainer

$175,000 for Chairman of the Board;

$110,000 for other non-employee directors

Board and Committee Attendance Fees

None

Annual Chair Fees

$15,000 for Audit Chair;

$10,000 for Compensation Chair;

$7,500 for Governance Chair;

$5,000 for Corporate Citizenship and Communications Chair

Annual Committee Member Retainer*

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

$20,000 for Audit members;

$12,500 for Compensation members;

$7,500 for Governance members;

$5,000 for Corporate Citizenship and Communications members

Fees

Earned or

Paid in

Cash⁽¹⁾

Stock

Awards⁽²⁾

All Other

Compensation⁽³⁾

Total

  Name of Director

($)

($)

($)

($)

  Linda Chavez

99,859

109,998

3,060

212,917

  J. Philip Ferguson

105,739

109,998

4,626

220,363

  Anthony G. Fernandes

110,000

109,998

1,528

221,526

  Thomas M. Gartland

98,098

146,654

67

244,819

  Luke S. Helms

99,684

109,998

4,626

214,308

  Maryellen C. Herringer

175,000

174,981

3,098

353,079

  Sudhakar Kesavan

92,500

109,998

4,626

207,124

  Lauralee E. Martin

79,859

146,654

67

226,580

  William W. Steele⁽⁴⁾

39,333

-

67,571

106,904

  Winifred M. Webb

94,859

109,998

-

204,857

(1)

Amount includes retainers and Board and Committee fees as well as amounts paid in connection with the performance of services beyond the normal requirements of Board service, under our policy described above. Our chief executive officer does not receive separate compensation for Board service. Messrs. Garcia and Passerini joined our Board in January 2017 and accordingly are not included in the above table.

(2)

The value of stock awards shown in the “Stock Awards” column is based on the grant date fair value computed in accordance with FASB ASC Topic No. 718. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on the closing price 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 shareholders receives a prorated grant of restricted stock units (“RSUs”). As Ms. Martin and Mr. Gartland were named to the Board in October 2015, each received a prorated grant of 1,293 RSUs on December 11, 2015. In addition, each non-employee director who was expected to continue on the Board after the 2016 Annual Meeting received an annual grant on January 11, 2016. For each then-current director, with the exception of Ms. Herringer, the grant for 2016 on January 11, 2016 was 4,071 RSUs, which was calculated by dividing $110,000 by $27.02. For Ms. Herringer, the grant on January 11, 2016 was 6,476 RSUs, which was calculated by dividing $175,000 by $27.02. Director RSUs vest ratably over a three-year period, except that in the case of a mandatory retirement, RSUs immediately vest upon retirement. RSUs held by each director as of October 31, 2016, were: Ms. Chavez, 11,578; Mr. Ferguson, 7,886; Mr. Fernandes, 37,566; Mr. Gartland, 4,985; Mr. Helms, 13,643; Ms. Herringer, 28,568; Mr. Kesavan, 7,886; Ms. Martin, 4,985; and Ms. Webb, 8,619. As of October 31, 2016, the aggregate number of stock options (relating to grants prior to 2006) held by each director was: Ms. Chavez, 6,000; and Mr. Helms, 12,000.

(3)

Amounts shown represent dividend equivalents paid with respect to prior Director RSU awards that were paid to non-employee directors in fiscal year 2016. Dividend equivalents are settled in Company stock when the underlying RSUs vest. Directors who defer RSUs under the Deferred Compensation Plan for Non-Employee Directors do not receive dividend equivalents on deferred RSUs until the deferral period ends. For Mr. Steele, the amount shown includes: $54,155 in dividend equivalent units paid upon the accelerated vesting of RSUs upon retirement; $5,279 of retirement gifts, including a $5,000 donation to the 9/11 Memorial in the name of William W. Steele; and $8,137 in family/spousal travel in connection with Mr. Steele’s retirement.

(4)

Mr. Steele retired on March 9, 2016.

  •

Scott Salmirs, President and Chief Executive Officer

  •

D. Anthony Scaglione, Executive Vice President and Chief Financial Officer

  •

James P. McClure, Executive Vice President and Chief Operating Officer

  •

Sarah Hlavinka McConnell, Executive Vice President, General Counsel and Corporate Secretary

  •

Thomas J. Marano, President – Aviation

•

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

•

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

•

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

•

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

•

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

•

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.

•

Stock Ownership Guidelines. We have adopted stock ownership guidelines applicable to our executive officers.

•

Limited Perquisites. Our executive officers receive limited perquisites.

•

approves CEO annual performance objectives and performance achievement;

•

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

•

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

•

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

•

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

•

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

•

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

•

companies that generate annual revenue comparable to ABM.

2016 COMPENSATION COMPARATOR GROUP

ArcBest Corporation

Aramark Corporation

Brinker International, Inc.

The Brink’s Company

C. H. Robinson Worldwide, Inc.

Cintas Corporation

Convergys Corporation

Corrections Corporation of America

Emcor Group, Inc.

Healthcare Services Group, Inc.

Insperity, Inc.

Iron Mountain Inc.

J.B. Hunt Transport Services, Inc.

Kelly Services, Inc.

Rent-A-Center

Republic Services, Inc.

Robert Half International Inc.

Rollins Inc.

SP Plus Corporation

ServiceMaster

Werner Enterprises, Inc.

•

in-the-money value of stock options granted over the three-year period;

•

service-based restricted stock awards granted over the three-year period; and

•

performance-based incentives: (i) as achieved, for performance cycles that have been completed through 2015; and (ii) as granted, for performance cycles that have not yet been completed, assuming target performance.

Pay Element

Description and Purpose

Link to Business and Strategy

Base salary – payable in cash

•

Designed to recognize individual performance, leadership skills, responsibility and time in role

•

Competitive base pay to help attract and retain strong executive talent

•

Annual review and adjustment, if appropriate

•

Increases are not automatic or guaranteed

Annual short-term incentives – payable in cash

•

Variable compensation measured by performance against annually established financial and individual performance targets

•

Design of short-term incentives is evaluated annually for alignment with Company strategy

•

Designed to reward annual performance related to key financial and operational measures

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

•

Variable compensation that consists of a mix of performance-based and time-vested equity awards

•

Designed to link incentives to long-term shareholder value

•

Performance-based equity programs are evaluated annually for alignment with Company strategy

•

Equity award mix and design of performance metrics reviewed annually

NEO

2015 Annual

Base Salary

2016 Annual

Base Salary

Scott Salmirs

$760,000

$800,000

D. Anthony Scaglione

$425,000

$475,000

James P. McClure

$691,190

$711,926

Sarah H. McConnell

$482,225

$500,000

Thomas J. Marano

$497,556

$512,483

2016 Annual Cash Incentive Program Weighting

Corporate

Commercial Operations

Safety

Individual Performance

Scott Salmirs

60%

n/a

10%

30%

D. Anthony Scaglione

60%

n/a

10%

30%

James P. McClure

60%

n/a

10%

30%

Sarah H. McConnell

60%

n/a

10%

30%

Thomas J. Marano

20%

20%

10%

50%

($ in thousands)

Target

Actual

% Achievement

Incentive Compensation Funding⁽¹⁾

Overall Corporate Compensation Funding

Income from
Continuing Operations

$51,166

$62,336

121.8%

159.0%

Adjusted EBITDA Margin

4.11%

4.13%

100.3%

100.8%

129.9%

(1)

See the CIP Funding table below.

($ in thousands)

Target

Actual

% Achievement

Incentive Compensation Funding⁽¹⁾

Overall Commercial Operations Compensation Funding

Profit

$261,745

$257,994

98.6%

96.5%

Adjusted EBITDA Margin

5.02%

5.01%

100.0%

100.0%

98.3%

(1)

See the CIP Funding table below.

%
Achievement

CIP
Funding %

≥ 125

175

≥ 120

150

≥ 100

100

≥ 80

50

< 80

0

Mr. Salmirs’ annual cash incentive compensation was based on CIP objectives relating to Corporate and Safety as well as individual performance objectives established by the Committee. As described above, Corporate Results, which comprised 60% of Mr. Salmirs’ cash incentive compensation, were funded at approximately 130%; and Safety Results, which comprised 10% of Mr. Salmirs’ cash incentive compensation, were funded at approximately 21%.

The Committee also set two threshold financial objectives for the CEO which were based on achieving 2016 pretax income from continuing operations equal to at least 80% of 2015 pretax income from continuing operations and at least 80% of 2016 budget, as shown below.

CEO ANNUAL CASH INCENTIVE – THRESHOLD CALCULATION

Prior Year
Pretax Income from
Continuing Operations

($ in millions)

Current Year
Pretax Income from
Continuing Operations
(Budget)

($ in millions)

Current Year
Pretax Income from
Continuing Operations

($ in millions)

FY2015 ACTUAL

80% of FY2015 ACTUAL

FY2016 BUDGET

80% of FY2016 BUDGET

FY2016 ACTUAL

FY2016 ADJUSTED⁽¹⁾

$72.4

$57.9

$87.2

$69.8

$51.9

$74.4

(1)

In determining whether these thresholds were met, the GAAP results were adjusted to exclude the $22.5 million impairment charge resulting from the Board’s decision in the fourth quarter of fiscal year 2016 to sell the Company’s Government Services business. The effect of the impairment charge was to reduce 2016 pretax income from continuing operations to approximately 72% of 2015 pretax income from continuing operations and to approximately 60% of budget. Absent this decision, pretax income from continuing operations would have been approximately 103% of 2015 pretax income from continuing operations and approximately 85% of budget. The Board’s decision to sell the Government Service business was an event that was not foreseen at the time these thresholds were set and, for this reason, the Committee believed it was appropriate to adjust the GAAP results.

•

profitable growth;

•

organizational realignment;

•

consistent excellence in account and labor management;

•

cost optimization;

•

talent development; and

•

capital allocation focus.

•

building broader and deeper relationships with the executive team and the Board; and

•

building and strengthening relationships with the investment community.

CEO ANNUAL CASH INCENTIVE COMPENSATION CALCULATION

CORPORATE RESULTS

INDIVIDUAL

TOTAL
FUNDING

Adjusted EBITDA Margin⁽¹⁾
vs. Budget

Income From Continuing Operations⁽²⁾
vs. Budget

SAFETY

Budget

4.11%

$51,166

n/a

 n/a

Actual

4.13%

$62,336

n/a

 n/a

% Achievement

100.3%

121.8%

 ⁽³⁾

137.0%

Funding⁽⁴⁾

100.8%

159.0%

21.3%

137.0%

Weighting

30.0%

30.0%

10.0%

30.0%

Weighted Funding

30.2%

47.7%

2.1%

41.1%

121.2%

(1)

Adjusted EBITDA = Earnings from Continuing Operations before interest, taxes, depreciation and amortization and excludes items impacting comparability; Adjusted EBITDA Margin = Adjusted EBITDA / Total Revenue. A reconciliation of Adjusted EBITDA to net income is set forth in Appendix A.

(2)

Income from Continuing Operations as reported in the Form 10-K for the fiscal year ended October 31, 2016.

(3)

As described above, composed of numerous metrics that resulted in a funding of 21.3%.

(4)

See the CIP Funding table above where applicable.

As described above, Corporate Results, which comprised 60% of Mr. Scaglione’s cash incentive compensation, were funded at approximately 130%, and Safety Results, which comprised 10% of Mr. Scaglione’s cash incentive compensation, were funded at approximately 21%. Mr. Scaglione’s individual performance objectives included leadership during a time of transition and change management within the organization. The Committee determined that Mr. Scaglione achieved his individual performance objectives, which comprised 30% of his cash incentive compensation, at approximately 140%, out of a maximum possible achievement level of 150% of target, noting his many significant contributions to the Company and effective leadership. Accordingly, the Committee approved an overall CIP payment of $405,883 for Mr. Scaglione.

2016 CIP Payment for James P. McClure, Executive Vice President and Chief Operating Officer

As described above, Corporate Results, which comprised 60% of Mr. McClure’s cash incentive compensation, were funded at approximately 130%; and Safety Results, which comprised 10% of Mr. McClure’s cash incentive compensation, were funded at approximately 21%. Mr. McClure’s individual performance objectives included ensuring that business operations functioned well during a time of transition and providing inspirational leadership to the organization as COO during this period. The Committee determined that Mr. McClure achieved his individual performance objectives, which comprised 30% of his cash incentive compensation, at approximately 140%, out of a maximum possible achievement level of 150% of target, noting that his leadership skills had greatly contributed to the continued success of the Company. Accordingly, the Committee approved an overall CIP payment of $651,837 for Mr. McClure.

2016 CIP Payment for Sarah Hlavinka McConnell, Executive Vice President, General Counsel and Corporate Secretary

As described above, Corporate Results, which comprised 60% of Ms. McConnell’s cash incentive compensation, were funded at approximately 130%; and Safety Results, which comprised 10% of Ms. McConnell’s cash incentive compensation, were funded at approximately 21%. Ms. McConnell’s individual performance objectives included reorganizing the legal department to align with the Company’s 2020 Vision, serving as acting CHRO during the first quarter of fiscal 2016, and providing leadership to the Company in connection with legally sensitive matters. The Committee determined that Ms. McConnell achieved her individual performance objectives, which comprised 30% of her cash incentive compensation, at approximately 120%, out of a maximum possible achievement level of 150% of target, noting that she had successfully aligned the legal department with the Company’s 2020 Vision. Accordingly, the Committee approved an overall CIP payment of $348,210 for Ms. McConnell.

2016 CIP Payment for Thomas Marano, President–Aviation

As described above, Corporate Results, which comprised 20% of Mr. Marano’s cash incentive compensation, were funded at approximately 130%; Commercial Operations Results, which comprised 20% of Mr. Marano’s cash incentive compensation, were funded at approximately 98%; and Safety Results, which comprised 10% of Mr. Marano’s cash incentive compensation, were funded at approximately 21%. Mr. Marano’s individual performance objectives included driving top- and bottom-line growth with respect to the Aviation business and developing the new Aviation industry group. The Committee determined that Mr. Marano achieved his individual performance objectives, which comprised 50% of his cash incentive compensation, at approximately 110%, out of a maximum possible achievement level of 150% of target, noting his achievements in driving growth in and developing the Aviation industry group. Accordingly, the Committee approved an overall CIP payment of $263,314 for Mr. Marano.

Fiscal Year 2016 Equity Awards*

NEO

Annual Performance Share
Grant

Grant Date Value
($)

One-Time

Performance Share
Grants⁽¹⁾

Grant Date Value
($)

Annual
RSU
Grant

Grant
Date
Value
($)

Annual TSR Grant

Grant Date Value
($)

Aggregate

Value of Equity Awards

($)

Scott Salmirs

41,988

1,139,974

n/a

n/a

12,899

499,965

7,447

399,978

2,039,917

D. Anthony Scaglione

11,740

318,741

n/a

n/a

4,595

178,102

2,110

118,699

615,542

James P. McClure

21,003

570,231

61,855

2,109,874

5,268

204,188

3,645

195,773

3,080,066

Sarah H. McConnell

13,321

361,665

n/a

n/a

3,224

124,962

2,327

124,983

611,610

Thomas J. Marano

6,261

169,986

3,219

99,982

1,906

73,877

858

46,083

389,928

*

For additional information, please see “Grants of Plan-Based Awards During Fiscal Year 2016.”

(1)

Represents one-time grants to each of Messrs. McClure and Marano, described below.

2014–2016 Value Creation PSP

60%

40%

Year

Operating
Cash
Flow

($ millions)

Adjusted
EBITDA

($ millions)

Value Creation⁽¹⁾

($ millions)

Value
Creation
Achievement
(%)

Award Funding⁽²⁾
(%)

Weight

Adjusted
EBITDA Growth

(%)

Award

Funding⁽²⁾

(%)

Weight

Plan

Results

Plan

Results

Plan

Results

2014

124.0

120.7

218.7

216.7

188.0

174.7

92.9

89.4

20%

n/a

n/a

n/a

2015

93.4

145.3

229.6

221.6

147.9

169.8

114.8

124.7

20%

n/a

n/a

n/a

2016

87.5

122.6

241.1

220.0

145.0

114.6

79.0

59.3

20%

91.2%

87%

40%

Final

89.4

(1)

Value Creation equals Operating Cash Flow plus change in current-year adjusted EBITDA over prior-year adjusted EBITDA multiplied by 5.

(2)

The award funding percentage is determined applying the percentage under the Value Creation Achievement or adjusted EBITDA Growth, as applicable, to the award funding table (as shown below under “2015–2017 Value Creation PSP”).

2015–2017 Value Creation PSP

60%

40%

Year

Operating
Cash
Flow

($ millions)

Adjusted
EBITDA

($ millions)

Value Creation⁽¹⁾

($ millions)

Value
Creation
Achievement
(%)

Award Funding⁽²⁾
(%)

Weight

Adjusted
EBITDA Growth

Award

Funding⁽²⁾

(%)

Weight

Plan

Results

Plan

Results

Plan

Results

2015

118.4

145.3

236.0

221.6

214.9

169.8

79.0

59.3

20%

n/a

n/a

n/a

2016

117.4

127.5

247.8

219.4

176.4

116.5

66.0

0.0

20%

n/a

n/a

n/a

2017

121.1

260.2

183.1

20%

40%

Final

(1)

Value Creation equals Operating Cash Flow plus change in current-year adjusted EBITDA over prior-year adjusted EBITDA multiplied by 5.

(2)

The award funding percentage is determined by applying the percentage under the Value Creation Achievement to the award funding table (shown below). Percentages in between the table values are calculated using straight-line interpolation.

%

Achievement

Award

Funding %

≥ 135

200

≥ 125

150

≥ 115

125

≥ 100

100

≥ 90

85

≥ 75

50

< 75

0

TSR AWARD FUNDING TABLE

ABM 3-Year
Percentile Ranking

Award
Funding

Threshold

25th Percentile

50%

Target

50th Percentile

100%

Maximum

75th Percentile

150%

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

2016 Summary Compensation Table

Fiscal

Salary

Stock

Awards⁽¹⁾

Nonequity

Incentive

Plan

Compensation⁽²⁾

Change in Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

All

Other

Compensation⁽³⁾

Total

  Name

Year

($)

($)

($)

($)

($)

($)

  Scott Salmirs⁽⁴⁾

2016

793,333

2,039,917

969,600

-

35,135

3,837,985

President and

2015

654,124

1,094,960

318,325

-

64,277

2,131,686

Chief Executive Officer

  D Anthony Scaglione⁽⁴⁾

2016

466,666

615,542

405,883

-

22,770

1,510,861

Executive Vice President

2015

379,673

394,493

118,151

-

29,967

922,284

and Chief Financial Officer

  James P. McClure

2016

708,470

3,080,066

651,837

15,241

20,341

4,475,955

Executive Vice President

2015

688,931

2,647,633

312,979

-

15,566

3,665,109

and Chief Operating Officer

2014

674,347

734,511

572,773

22,155

14,176

2,017,962

  Sarah H. McConnell

2016

497,037

611,610

348,210

-

12,639

1,469,496

Executive Vice President,

2015

480,649

536,355

130,202

-

13,108

1,160,314

General Counsel and

2014

470,475

465,829

375,928

-

13,818

1,326,050

Corporate Secretary

  Thomas J. Marano⁽⁵⁾

2016

509,995

389,928

263,314

-

45,514

1,208,751

President - Aviation

(1)

The value shown is the aggregate grant date value for performance share unit (PSU) and RSU awards computed in accordance with FASB ASC Topic No. 718, based on target levels of achievement (the probable outcome at grant), in the case of PSUs. A discussion of assumptions used in calculating these values may be found in Note 18, “Share-Based Compensation Plans,” in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2016. The maximum values for PSU awards granted in fiscal year 2016 under the 2016–2018 Performance Share Program are as follows: Mr. Salmirs, $2,279,948; Mr. Scaglione, $637,482; Mr. McClure, $1,140,462; Ms. McConnell, $723,330; and Mr. Marano, $539,936. The maximum values for PSU awards granted under the TSR-Based 2016–2018 Performance Share Program are as follows: Mr. Salmirs, $599,967; Mr. Scaglione, $178,049; Mr. McClure, $293,658; Ms. McConnell, $187,475; and Mr. Marano, $69,125. No stock options were granted in 2014, 2015 and 2016. As described in the CD&A, a portion of Mr. McClure’s 2015 performance share grant was rescinded and canceled in 2016 and replaced with another performance share grant that reflected his new responsibilities.

(2)

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

(3)

For fiscal year 2016, represents: for Mr. Salmirs: ABM contributions to the 401(k) plan, $10,600; auto allowance, $425; TSA/registered traveler annual fee, $106; spousal/family travel, $4,187; value of realized dividend equivalents (DEUs) upon distribution of PSUs, $2,149; and value of realized DEUs upon distribution of RSUs, $17,668; for Mr. Scaglione: ABM contributions to the 401(k) plan, $10,600; auto allowance of $425; parking, $150; medical exam, $1,777; value of realized DEUs upon distribution of PSUs, $1,350; and value of realized DEUs upon distribution of RSUs, $8,468; for Mr. McClure: ABM contributions to the 401(k) plan, $10,600; TSA/registered traveler annual fee, $179; spousal/family travel, $3,581; medical exam, $609; and value of realized DEUs upon distribution of PSUs, $5,372; for Ms. McConnell: ABM contributions to the 401(k) plan, $10,600; and value of realized DEUs upon distribution of PSUs, $2,039; for Mr. Marano: ABM contributions to the 401(k) plan, $10,600; auto allowance of $10,200; parking, $3,600; TSA/registered traveler annual fee, $209; spousal/family travel, $8,379; home office expense, $37; value of realized DEUs upon distribution of PSUs, $9,698; and value of realized DEUs upon distribution of RSUs, $2,791.

(4)

For Messrs. Salmirs and Scaglione, only compensation for fiscal years 2015 and 2016 are shown because neither of these individuals was a named executive officer in fiscal year 2014.

(5)

For Mr. Marano, only compensation for fiscal year 2016 is shown because he was not a named executive officer in fiscal years 2015 or 2014.

Grants of Plan-Based Awards During Fiscal Year 2016

 Named Executive

 Officer

Grant

Date

Committee

Approval

Date

RSU/PSU

Grant

Date

FMV

Estimated Future Payouts Under Non-

Equity Incentive Plan Awards⁽¹⁾ ($)

Estimated Future Payouts Under Equity

Incentive Plan Awards⁽²⁾ (#)

All Other

Stock

Awards: #

of Shares

or Stock

Units⁽³⁾

Grant Date Fair

Value of Stock

and Option

Awards

($)

Threshold

Target

Maximum

Threshold

Target

Maximum

 Scott Salmirs

n/a

n/a

400,000

800,000

1,340,000

01/12/2016

01/12/2016

$27.15

20,994

41,988

83,976

1,139,974

09/12/2016

09/06/2016

$53.71

3,724

7,447

11,171

399,978

09/12/2016

09/06/2016

$38.76

12,899

499,965

 D. Anthony Scaglione

n/a

n/a

166,250

332,500

556,938

01/12/2016

01/12/2016

$27.15

5,870

11,740

23,480

318,741

09/12/2016

09/06/2016

$53.71

1,105

2,210

3,315

118,699

09/12/2016

09/06/2016

$38.76

4,595

178,102

 James P. McClure

n/a

n/a

266,972

533,944

894,356

01/12/2016

01/12/2016

$27.15

10,502

21,003

42,006

570,231

06/06/2016

06/06/2016

$34.11

n/a

61,855

n/a

2,109,874

09/12/2016

09/06/2016

$53.71

1,823

3,645

5,468

195,773

09/12/2016

09/06/2016

$38.76

5,268

204,188

 Sarah H. McConnell

n/a

n/a

150,000

300,000

502,500

01/12/2016

01/12/2016

$27.15

6,661

13,321

26,642

361,665

09/12/2016

09/06/2016

$53.71

1,164

2,327

3,491

124,983

09/12/2016

09/06/2016

$38.76

3,224

124,962

 Thomas J. Marano

n/a

n./a

128,121

256,241

416,392

01/12/2016

01/12/2016

$27.15

3,131

6,261

12,522

169,986

03/11/2016

03/08/2016

$31.06

1,610

3,219

6,438

99,982

09/12/2016

09/06/2016

$53.71

429

858

1,287

46,083

09/12/2016

09/06/2016

$38.76

1,906

73,877

(1)

Represents the annual cash incentive opportunity for fiscal year 2016. The target award was calculated by multiplying each NEO’s base salary by his or her target cash incentive compensation percentage. For fiscal year 2016, the maximum cash incentive compensation for each NEO was approximately 167% of target, except for Mr. Marano whose maximum cash incentive compensation was approximately 162% of target. Actual payments made for fiscal year 2016 are reported in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column.

(2)

Except as otherwise noted, represents grants of PSUs under the 2016–2018 PSP and the 2016–2018 TSR PSP. PSUs granted under the 2016–2018 PSP (granted in January 2016 to each NEO and additionally to Mr. Marano in March 2016) are earned based on performance related to the three-year period from fiscal years 2016 to 2018, with vesting of the award to occur on January 12, 2019 and on September 12, 2019, if the NEO is an employee of the Company on the vesting date, except that pro rata vesting may apply in certain situations, as described under “Potential Benefits on Termination.” Amounts set forth in the column “Threshold” represent the number of shares that could be earned with respect to the 2016–2018 PSP if a minimum performance threshold for the performance period is achieved. No shares are earned for the applicable performance period if the minimum is not achieved. PSUs granted under the 2016–2018 TSR PSP (granted in September 2016) are earned based on performance during the period beginning on November 1, 2015 and ending on October 31, 2018, with vesting to occur on September 12, 2019 if the NEO is an employee of the Company on the vesting date, except that pro rata vesting may apply in certain situations, as described under “Potential Benefits on Termination.” Amounts set forth in the column “Threshold” with respect to the 2016–2018 TSR PSP represent the number of shares that could be earned if a minimum performance threshold for each performance period is achieved. If such minimum threshold is not attained, no shares would be earned. Dividend equivalents are credited on performance shares that have been earned, subject to the same vesting conditions as the underlying award. Mr. McClure received a one-time grant of PSUs in June 2016. Performance for this award is based on income from continuing operations for fiscal year 2017, as adjusted for certain items. Vesting occurs on October 31, 2017 if Mr. McClure is an employee of the Company on the vesting date.

(3)

Represents RSUs granted under the 2006 Equity Incentive Plan in fiscal year 2016. With respect to RSUs granted on September 12, 2016, 50% vest on the second anniversary of the grant date and 50% vest on the fourth anniversary of the grant date. When cash dividends are paid on ABM common stock, dividend equivalents are credited and converted into additional RSUs, subject to the same terms and conditions (including vesting conditions) as the underlying RSUs.

Outstanding Equity Awards at 2016 Fiscal Year-End

Option Awards

Stock Awards

 Named

 Executive

 Officer

Option

Grant

Date

Number of

Securities

Underlying

Unexercised

Options

Exercisable

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

Option

Exercise

Price

($)

Option

Expiration

Date

Stock

Award

Grant

Date

Number of

Shares or

Units of

Stock That

Have Not

Vested

Market

Value of

Shares or

Units that

Have Not

Vested

($)

Equity

Incentive Plan

Awards:

Number of

Unearned

Shares,

Units or Other

Rights

That Have Not

Vested

Equity

Incentive Plan

Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested⁽⁹⁾

($)

 Scott Salmirs

09/08/2010

⁽¹⁾

4,501

0

21.49

09/08/2017

09/06/2013

2,847

⁽³⁾

111,261

09/13/2011

⁽¹⁾

6,239

0

19.09

09/13/2018

01/14/2014

4,646

⁽⁴⁾

181,566

10/11/2012

⁽¹⁾

10,971

0

18.31

10/11/2019

09/08/2014

3,217

⁽³⁾

125,720

09/06/2013

⁽¹⁾

5,774

1,925

25.30

09/06/2020

0908/2014

4,072

⁽⁶⁾

159,134

01/15/2015

1,018

⁽⁴⁾

39,783

5,158

⁽⁵⁾

201,575

09/08/2015

15,959

⁽³⁾

623,692

09/08/2015

9,758

⁽⁷⁾

381,343

01/12/2016

41,988

⁽⁵⁾

1,640,891

09/12/2016

12,899

⁽³⁾

504,093

09/12/2016

7,447

⁽⁷⁾

291,029

 D. Anthony Scaglione

10/11/2012

⁽¹⁾

5,713

0

18.31

10/11/2019

09/06/2013

1,397

⁽³⁾

54,595

09/06/2013

⁽¹⁾

2,830

944

25.30

09/06/2020

01/14/2014

2,940

⁽⁴⁾

114,895

09/08/2014

1,217

⁽³⁾

47,560

09/08/2014

1,540

⁽⁶⁾

60,183

01/15/2015

385

⁽⁴⁾

15,046

1,950

⁽⁵⁾

76,206

09/08/2015

5,147

⁽³⁾

201,145

09/08/2015

3,852

⁽⁷⁾

150,536

01/12/2016

11,740

⁽⁵⁾

458,799

09/12/2016

4,595

⁽³⁾

179,573

09/12/2016

2,210

⁽⁷⁾

86,367

 James P. McClure

03/21/1995

⁽²⁾

0

4,000

5.63

n/a

09/06/2013

4,217

⁽³⁾

164,800

12/16/1997

⁽²⁾

0

15,000

14.70

n/a

01/14/2014

11,594

⁽⁴⁾

453,094

03/17/1998

⁽²⁾

0

5,000

18.30

n/a

09/08/2014

3,427

⁽³⁾

133,927

12/19/2000

⁽²⁾

0

5,000

15.38

n/a

09/08/2014

10,123

⁽⁶⁾

395,607

10/11/2012

⁽¹⁾

8,447

0

18.31

10/11/2019

01/15/2015

1,518

⁽⁴⁾

59,323

7,690

⁽⁵⁾

300,525

09/06/2013

⁽¹⁾

6,649

6,649

25.30

09/06/2020

09/08/2015

8,150

⁽³⁾

318,502

09/08/2015

6,099

⁽⁷⁾

238,349

01/12/2016