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Definitive Additional Materials

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February 13, 2019

Dear Fellow ABM Stockholders:

You are cordially invited to attend the 2019 Annual Meeting of Stockholders of ABM Industries Incorporated, to be held on Wednesday, March 27, 2019, at
10:00 a.m. Eastern Time, at our Corporate Headquarters at One Liberty Plaza, 7th Floor, New York, New York 10006.  

2019 marks ABM’s 110th year in business, a tremendous milestone. We are the leader in the industries and markets we serve and have grown to become the country’s 44th largest employer according to Fortune magazine.

ABM helps make our clients’ facilities run smoothly. No other company can match our size, scale or the range of services we offer. We are excited about our current trajectory and the progress that we are making with our 2020 Vision, and we remain committed to capturing greater value for our stockholders, customers and employees.

For our 2019 Annual Meeting, we have elected to provide access to our proxy materials over the internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that this process provides stockholders with a convenient and quick way to access the proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting.

On or about February 13, 2019, we expect to distribute to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and annual report via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Statement and annual report.

Your vote is important. Whether or not you plan to attend the meeting, we encourage you to vote promptly so that your shares will be represented and voted at the meeting. Thank you for your continued support of ABM.

Sincerely,

Scott Salmirs

President and Chief Executive Officer

NOTICE OF 2019 ANNUAL MEETING OF STOCKHOLDERS

WHEN

Wednesday, March 27, 2019,
10:00 a.m. Eastern Time

PROXY VOTING – CAST YOUR VOTE RIGHT AWAY

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

WHERE

ABM Industries Incorporated
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 the three directors named in the Proxy Statement to serve three-year terms until the 2022 Annual Meeting and until their successors are duly elected and qualified.

2.

Advisory vote to approve executive compensation.

3.

Ratification of the appointment of KPMG LLP as ABM’s independent registered public accounting firm for the fiscal year ending October 31, 2019.

4.

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

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 27, 2019:

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

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

Page

PROXY STATEMENT SUMMARY

i

GOVERNANCE

CORPORATE GOVERNANCE AND BOARD MATTERS

1

PROPOSAL 1–ELECTION OF DIRECTORS

2

The Board of Directors

9

Corporate Governance

10

Identifying and Evaluating Nominees for Directors

10

Board Leadership Structure

10

Director Independence

11

The Board’s Oversight of Risk Management

11

Mandatory Retirement

11

Committees

11

Board and Committee Attendance in Fiscal Year 2018

13

Compensation Committee Interlocks and Insider Participation

13

DIRECTOR COMPENSATION FOR FISCAL YEAR 2018

13

2018 Non-Employee Director Compensation

13

2018 Non-Employee Director Compensation Table

14

Non-Employee Director Deferred Compensation Plan

14

Other Arrangements

15

Director Stock Ownership Policy

15

EXECUTIVE COMPENSATION

PROPOSAL 2–ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

17

COMPENSATION DISCUSSION AND ANALYSIS

18

Our Compensation Philosophy and Practices

18

How We Compensated Our NEOs in 2018

22

Other Compensation and Governance-Related Matters

28

Compensation Committee Report

31

Additional Information About Executive Compensation

32

2018 Summary Compensation Table

32

Grants of Plan-Based Awards During Fiscal Year 2018

33

Outstanding Equity Awards at 2018 Fiscal Year-End

34

Option Exercises and Stock Vested in Fiscal Year 2018

35

Nonqualified Deferred Compensation in Fiscal Year 2018

36

Potential Benefits on Termination

36

CEO Pay Ratio

40

AUDIT MATTERS

PROPOSAL 3–RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

42

AUDIT-RELATED MATTERS

43

Audit Committee Report

43

Principal Accounting Firm Fees and Services

44

Policy on Preapproval of Independent Registered Public Accounting Firm Services

44

GENERAL INFORMATION

Certain Relationships and Transactions with Related Persons

46

Section 16(a) Beneficial Ownership Reporting Compliance

46

Equity Compensation Plan Information

46

Security Ownership of Certain Beneficial Owners

47

Security Ownership of Directors and Executive Officers

48

Questions and Answers About the Proxy Materials and the 2019 Annual Meeting

49

Submission of Stockholder Proposals for 2020 Annual Meeting

54

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

A-1

PROXY STATEMENT SUMMARY

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

Annual Meeting of Stockholders

Time and Date:

Wednesday, March 27, 2019

10:00 a.m. Eastern Time

Place:

ABM Industries Incorporated

One Liberty Plaza, 7th Floor

New York, New York 10006

Record Date:

January 30, 2019

Stockholders of ABM as of 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.

Voting Matters and Board Recommendations

Proposals

Board Vote

Recommendation

Page Reference

(for more detail)

01

Election of Directors

FOR EACH DIRECTOR NOMINEE

2

02

Advisory vote to approve executive compensation

FOR

17

03

Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending October 31, 2019

FOR

42

Board Nominees

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

Name

Age

Director

Since

Occupation

Independent

Committee

Assignments

LeighAnne G. Baker

60

2018

Senior Vice President and

Chief Human Resources Officer, Cargill, Inc.

Yes

*

Sudhakar Kesavan

64

2012

Chairman and Chief Executive Officer, ICF International, Inc.

Yes

Governance

Filippo Passerini

61

2017

Operating Executive, Carlyle Group

Yes

Compensation; Strategy and Enterprise Risk, Chair

*Ms. Baker has not been assigned to any committees of the Board. Committee assignments will be made at the March 2019 Board of Directors meeting immediately following the 2019 Annual Meeting of Stockholders.

•

organized under a vertical industry group structure and centralized key functional areas; 

•

invested in creating a culture of sales and strengthened our sales capabilities; 

•

enhanced our service delivery tools and processes;

•

divested businesses that were not core to our strategy; 

•

added GCA Services Group's strength to ABM; and  

•

improved our employee engagement capabilities. 

•

reported record revenues of $6.4 billion, an increase of 18.1% compared to fiscal year 2017;

•

delivered 4% organic growth compared to 2.6% in fiscal year 2017;

•

achieved nearly $900 million in new sales; 

•

generated more than $200 million in operating cash flow from continuing operations;

•

integrated 30,000 new GCA Services Group team members and $1 billion in revenue;

•

initiated an enterprise-wide technology upgrade;

•

strengthened our senior management team; and

•

added two new members to our Board of Directors.

Name and Principal Occupation

Age

Director

since

Independent

Committee memberships

AC

CC

GC

SER

LeighAnne G. Baker*

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

60

2018

Yes

Linda Chavez

President, Becoming American Institute

71

1997

Yes

✓

‡

Donald F. Colleran*

Executive Vice President and Chief Sales Officer, FedEx Corporation

63

2018

Yes

J. Philip Ferguson**

Former Vice-Chairman, University of Texas Investment Management Company

73

2009

Yes

✓

✓

Anthony G. Fernandes**

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

73

2007

Yes

‡

✓

Art A. Garcia

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

57

2017

Yes

✓

✓

Thomas M. Gartland

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

61

2015

Yes

‡

✓

Sudhakar Kesavan

Chairman and Chief Executive Officer, ICF International, Inc.

64

2012

Yes

✓

Lauralee E. Martin**

Former President and Chief Executive Officer, HCP, Inc.

68

2015

Yes

✓

✓

Filippo Passerini

Operating Executive, Carlyle Group

61

2017

Yes

✓

‡

Scott Salmirs

President and Chief Executive Officer, ABM Industries Incorporated

56

2015

No

Winifred (Wendy) M. Webb

Chief Executive Officer, Kestrel Corporate Advisors

60

2014

Yes

✓

✓

‡

Indicates Committee Chair

*

Ms. Baker and Mr. Colleran have not been assigned to any committees of the Board. Committee assignments will be made at the March 2019 Board of Directors meeting immediately following the 2019 Annual Meeting of Stockholders.

**

Messrs. Ferguson and Fernandes will be retiring from the Board at the 2019 Annual Meeting of Stockholders in accordance with our Director Retirement Policy. As previously disclosed, Ms. Martin is retiring from the Board at the 2019 Annual Meeting of Stockholders and is not standing for re-election.

✓

All directors and nominees other than Chief Executive Officer are independent

✓

Robust director and executive officer stock ownership guidelines

✓

Separate Chairman of Board and Chief Executive Officer 

✓

Regular executive sessions of independent directors

✓

99% overall attendance rate at Board and Committee meetings in fiscal year 2018

✓

Risk oversight by Board and Committees

✓

Majority voting with resignation policy for directors in uncontested elections

✓

Annual Board and Committee self-evaluation process

✓

Board is focused on refreshment and director succession planning 

✓

Mandatory director retirement age of 73

✓

Diverse Board that provides a range of viewpoints

✓

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

Business Leadership

Financial/Investment

12

12

Industry Experience

Risk Oversight

3

12

Public Company Board Experience

International Business Experience

9

10

Independence

Diversity

Tenure

What We Do

•

   Design Compensation Programs to Pay for Performance

•

   Use Equity Awards for Long-Term Incentive and Retention

•

   Maintain a Clawback Policy

•

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

•

   Use an Independent Compensation Consultant

•

   Require Significant Share Ownership by Executive Officers

•

   Limit Perquisites

•

   Use Double-Trigger Change-in-Control Arrangements

What We Don’t Do

•

   No Fixed-Term Employment Agreements

•

   No Gross-Ups for Taxes

•

   No Repricing of Stock Options

•

   No Hedging and Pledging of ABM Stock

•

   No Guaranteed Bonuses

►

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

►

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

►

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

►

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

►

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

►

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

►

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

CEO Compensation

Other NEO Compensation

CORPORATE GOVERNANCE AND BOARD MATTERS

PROPOSAL 1—ELECTION OF DIRECTORS

CORPORATE GOVERNANCE AND BOARD MATTERS

The Board of Directors

Corporate Governance

Identifying and Evaluating Nominees for Directors

Board Leadership Structure

Director Independence

The Board’s Oversight of Risk Management

Mandatory Retirement

Committees

Board and Committee Attendance in Fiscal Year 2018

Compensation Committee Interlocks and Insider Participation

DIRECTOR COMPENSATION FOR FISCAL YEAR 2018

2018 Non-Employee Director Compensation

2018 Non-Employee Director Compensation Table

Non-Employee Director Deferred Compensation Plan

Other Arrangements

Director Stock Ownership Policy

LeighAnne G. Baker

Director Since 2018

Age 60

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

Ms. Baker is senior corporate vice president and chief human resources officer of Cargill, Inc., a global food and agricultural company, a position held since 2014. She is a member of the executive team and responsible for Cargill’s global human resources strategy and practices. Previously, Ms. Baker served as executive vice president and chief human resources officer of Hertz Global Holdings, Inc. from 2007 to 2014. Ms. Baker also served as senior vice president, global human resources of The Reynolds & Reynolds Company from 2005 to 2007.

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

Sudhakar Kesavan

Director Since 2012

Age 64

Chairman and Chief Executive Officer, ICF International, Inc.

Mr. Kesavan is chairman and chief executive officer of ICF International, Inc. (NASDAQ: ICFI) 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, and operations, industry, public company board, financial, mergers and acquisitions, government and government relations, and global operations experience to our Board.

Filippo Passerini

Director Since 2017

Age 61

Operating Executive, Carlyle Group

Mr. Passerini has been an operating executive in U.S. Buyouts at Carlyle Group since 2015. Previously, 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 Procter & Gamble, he built and led one of the largest and most progressive Shared Services organizations in the world, operating in 70 countries. Mr. Passerini has served as a director of Integer Holdings Corporation (NYSE: ITGR) since 2015 and of United Rentals, Inc. (NYSE: URI) since 2009. 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. His work, strategies and principles have been the subject of numerous books, articles and Harvard Business Reviews.

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 digital technology and shared services, and known for creating new, progressive business models and driving innovation. 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 71

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, and served on the board of Research Electro-Optics, a privately held company, from 2012 to 2018. Ms. Chavez also serves or has served on numerous nonprofit boards. She is an author 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.

Art A. Garcia

Director Since 2017

Age 57

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 $6.8 billion commercial fleet and supply chain management solutions company, a position held since 2010. He is a member of Ryder’s executive leadership team. 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’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 56

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 teens with substance abuse issues, is a founding board member of Donate Eight, a nonprofit group associated with LiveOnNY, and also serves on the Business Advisory Council for the business program at SUNY Oneonta.

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

Donald F. Colleran

Director Since 2018

Age 63

Executive Vice President and Chief Sales Officer, FedEx Corporation

Mr. Colleran is executive vice president and chief sales officer of FedEx Corporation, a position held since 2017. He also serves on the Strategic Management Committee, which sets the strategic direction for FedEx. Mr. Colleran joined FedEx in 1989, where he has served in a variety of leadership roles including executive vice president, global sales of FedEx Services from July 2006 through December 2016. He is also a director of EastGroup Properties, Inc. (NYSE: EGP), an equity real estate investment trust.

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

Thomas M. Gartland

Director Since 2015

Age 61

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 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. (NYSE: XHR), a 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 60

Chief Executive Officer, Kestrel Corporate Advisors

Ms. Webb is chief executive officer of Kestrel Corporate Advisors, a position she has held since 2013. From 2010 to 2013, she was managing director for Tennenbaum Capital Partners, now part of BlackRock. 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. Ms. Webb is an NACD Board Leadership Fellow, the highest level of credentialing for corporate directors offered by The National Association of Corporate Directors. She serves on the board of directors of Wynn Resorts, Limited (NASDAQ: WYNN) and on the board of trustees of American Homes 4 Rent (NYSE: AMH). She previously served on the boards of 9 Spokes (ASX: 9SP) from 2015 to 2018, of TiVo Inc. (NASDAQ: TIVO) in 2016, of Jack in the Box Inc. (NASDAQ: JACK) from 2008 to 2014, and of nonprofit PetSmart Charities, Inc. from 2014 to 2016. She currently serves as co-chair of nonprofit WomenCorporateDirectors, LA/Orange County Chapter. In 2018, Ms. Webb was recognized by NACD as a Directorship 100 honoree, by WomenInc. as a Most Influential Corporate Board Director, and by Directors & Boards as a Director to Watch.

Ms. Webb’s qualifications to serve on our Board include her experience in senior management at global public companies and her experience in the global financial services industry. Ms. Webb brings valuable public company board, finance, investor relations, operations, 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.

J. Philip Ferguson

Director Since 2009

Age 73

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 Investment Committee for Houston Endowment Inc. 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.

Anthony G. Fernandes

Director Since 2007

Age 73

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 also served as the chairman of ARCO Chemical Company, a NYSE company 80% owned by ARCO. Additionally, he was a trustee for the Claremont McKenna College, a California Institution from 1997 to 2005, a director of Tower Automotive, Inc. from 2003 to 2007, a director of Black and Veatch from 1999 to 2016, a director of Cytec Industries from 2002 to 2015, a director of Baker Hughes Incorporated from 2001 to 2017, and a director of Envirosystems, Inc., a privately held Canadian company, from 2015 to 2018. Mr. Fernandes currently serves as a director of Snack It Forward LLC, a privately held snack company.

Lauralee E. Martin

Director Since 2015

Age 68

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 directors of Kaiser Aluminum Corporation (NASDAQ: KALU) since 2010, and on the board of directors of QuadReal Property Group since December 2016. She 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.

Committee

Qualifications

Name and

Current Position

Age

Director Since

Independent

Audit

Compensation

Governance

Strategy and Enterprise Risk

Business Leadership

Industry Experience

Public Company Board

Financial/Investment

Risk Oversight

International Business

LeighAnne G. Baker

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

60

2018

YES

•

•

•

•

Linda Chavez

  President, Becoming American Institute

71

1997

YES

•

Chair

•

•

•

•

Donald F. Colleran

  Executive Vice President and Chief Sales Officer,
  FedEx Corporation

63

2018

YES

•

•

•

•

•

J. Philip Ferguson

  Former Vice Chairman, University of Texas Investment
  Management Company

73

2009

YES

•

•

•

•

•

•

Anthony G. Fernandes

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

73

2007

YES

Chair

•

•

•

•

•

•

Art A. Garcia

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

57

2017

YES

•

•

•

•

•

•

Thomas M. Gartland

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

61

2015

YES

Chair

•

•

•

•

•

•

Sudhakar Kesavan*

  Chairman and Chief Executive Officer, ICF International, Inc.

64

2012

YES

•

•

•

•

•

•

•

Lauralee E. Martin

Former President and Chief Executive Officer, HCP, Inc.

68

2015

YES

•

•

•

•

•

•

•

•

Filippo Passerini

  Operating Executive, Carlyle Group

61

2017

YES

•

Chair

•

•

•

•

•

Scott Salmirs

  President and Chief Executive Officer, ABM Industries

  Incorporated

56

2015

NO

•

•

•

•

•

Winifred M. Webb

  Chief Executive Officer, Kestrel Corporate Advisors

60

2014

YES

•

•

•

•

•

•

•

Audit Committee

Anthony G. Fernandes, Chair

J. Philip Ferguson

Art A. Garcia

Lauralee E. Martin

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

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

The Audit Committee met six times in fiscal year 2018.

Compensation Committee

Thomas M. Gartland, Chair

Linda Chavez

Lauralee E. Martin

Filippo Passerini

Key Oversight Responsibilities

•

 CEO compensation and evaluation

•

 Executive incentive compensation

•

 Equity plan and awards

•

 Review of compensation structure

•

 Executive employment and severance agreements

The Compensation Committee met seven times in fiscal year 2018.

Governance Committee

Linda Chavez, Chair

J. Philip Ferguson

Thomas M. Gartland

Sudhakar Kesavan

Key Oversight Responsibilities

•

 Director recruitment

•

 Corporate governance

•

 Board committee structure and membership

•

 Director compensation

•

 Executive and Board Succession planning

The Governance Committee met five times in fiscal year 2018.

Strategy and Enterprise Risk Committee

Filippo Passerini, Chair

Anthony G. Fernandes

Art A. Garcia

Winifred M. Webb

Key Oversight Responsibilities

•

 Strategy development

•

 Strategy implementation

•

 Enterprise risk assessment

The Strategy and Enterprise Risk Committee met four times in fiscal year 2018.

Compensation Element

2018 Compensation Program

Annual Board Cash Retainer

•    $175,000 for Chairman of the Board

•    $80,000 for other non-employee directors

Annual Board Equity Retainer

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

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

Board and Committee Attendance Fees

None

Annual Chair Cash Fees

•    $15,000 for Audit Chair

•    $10,000 for Compensation Chair

•    $7,500 for Governance Chair

•    $7,500 for Strategy and Enterprise Risk Chair

Annual Committee Member Retainer*

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

•    $20,000 for Audit members

•    $12,500 for Compensation members

•    $10,000 for Governance members

•    $10,000 for Strategy and Enterprise Risk members

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

•    $2,000 per day*

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

*No directors received any such payments in 2018

Fees

Earned or

Paid in

Cash⁽¹⁾

Stock

Awards⁽²⁾

All Other

Compensation⁽³⁾

Total

  Name of Director

($)

($)

($)

($)

  LeighAnne G. Baker

1,935

-

-

1,935

  Linda Chavez

110,000

124,994

10,127

245,121

  Donald F. Colleran

13,333

41,644

-

54,977

  J. Philip Ferguson

110,000

124,994

5,595

240,589

  Anthony G. Fernandes

125,000

124,994

27,814

277,808

  Art A. Garcia

110,000

124,994

3,088

238,082

  Thomas M. Gartland

112,500

124,994

4,968

242,462

  Sudhakar Kesavan⁽⁴⁾

175,000

174,976

6,689

356,665

  Lauralee E. Martin

112,500

124,994

4,968

242,462

  Filippo Passerini

110,000

124,994

3,088

238,082

  Winifred M. Webb

110,000

124,994

9,484

244,478

(1)

Amount includes annual Board cash retainers and Committee cash fees.

(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 stockholders receives a prorated grant of restricted stock units (“RSUs”) based on the date that he or she joined the Board. As Mr. Colleran was named to the Board in September 2018, he received a prorated grant of 1,227 RSUs on September 11, 2018. As Ms. Baker was named to the Board in October 2018, she received a prorated grant of 691 RSUs on December 21, 2018, which was in fiscal year 2019. In addition, each non-employee director who was expected to continue on the Board after the 2018 Annual Meeting received an annual grant on January 4, 2018. For each then-current director, with the exception of Mr. Kesavan, the grant for 2018 on January 4, 2018 was 3,261 RSUs, which was calculated by dividing $125,000 by $38.33. For Mr. Kesavan, the grant for 2018 on January 4, 2018 was 4,565 RSUs, which was calculated by dividing $175,000 by $38.33. Director RSUs granted in fiscal year 2018 vest on the first anniversary of the grant date, except that in the case of a mandatory retirement, RSUs immediately vest upon retirement. RSUs held by each director as of October 31, 2018 were: Ms. Chavez, 14,404; Mr. Colleran, 1,227; Mr. Ferguson, 7,604; Mr. Fernandes, 40,195; Mr. Garcia, 4,912; Mr. Gartland, 6,656; Mr. Kesavan, 8,840; Ms. Martin, 6,656; Mr. Passerini, 4,912; and Ms. Webb, 14,166. As of October 31, 2018, the aggregate number of stock options (relating to grants prior to 2006) held by Ms. Chavez was 6,000.

(3)

Amounts shown include value of dividend equivalents (DEUs) credited in fiscal year 2018 with respect to RSUs to non-employee directors. DEUs 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 DEUs on deferred RSUs until the underlying RSUs are paid out. For Mr. Kesavan, the amount shown includes $689 in family/spousal travel.

(4)

Chairman of the Board.

EXECUTIVE COMPENSATION

PROPOSAL 2—ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Philosophy and Practices

How We Compensated Our NEOs in 2018

Other Compensation and Governance-Related Matters

Compensation Committee Report

Additional Information About Executive Compensation

2018 Summary Compensation Table

Grants of Plan-Based Awards During Fiscal Year 2018

Outstanding Equity Awards at 2018 Fiscal Year-End

Option Exercises and Stock Vested in Fiscal Year 2018

Nonqualified Deferred Compensation in Fiscal Year 2018

Potential Benefits on Termination

Potential Payments upon Qualifying Terminations of Employment Following a Change-in-Control

Potential Payments upon Retirement

Potential Payments upon Termination without Cause

Potential Payments upon Death or Disability

CEO Pay Ratio

  •

 Scott Salmirs, President and Chief Executive Officer

  •

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

  •

 Scott J. Giacobbe, Executive Vice President and Chief Operating Officer

  •

 Rene Jacobsen, Executive Vice President and President, Business & Industry

  •

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

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

•

Stock Ownership Guidelines. We require significant stock ownership 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.

•

approves CEO annual performance objectives and performance achievement;

•

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

•

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

•

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

•

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

•

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

•

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

•

companies that generate annual revenue comparable to ABM.

2018 COMPENSATION COMPARATOR GROUP

Aramark Corporation

ArcBest Corporation

The Brink’s Company

C. H. Robinson Worldwide, Inc.

Cintas Corporation

Convergys Corporation

Emcor Group, Inc.

Healthcare Services Group, Inc.

Insperity, Inc.

Iron Mountain Inc.

J.B. Hunt Transport Services, Inc.

Kelly Services, Inc.

Republic Services, Inc.

Robert Half International, Inc.

ServiceMaster Global Holdings, Inc.

SP Plus Corporation

Stericycle, Inc.

TrueBlue, Inc.

United Rentals, Inc.

Werner Enterprises, Inc.

•

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

•

market value of time-vested restricted stock unit grants made over the three-year period based on the stock price at the end of the period; and

•

performance-based incentives: (i) as achieved, for performance cycles that have been completed through 2018; 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 responsibilities, performance, leadership skills 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 stockholder value creation

•

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

•

Equity award mix and design of performance metrics reviewed annually

CEO Compensation

Other NEO Compensation

NEO

2017 Annual

Base Salary

2018 Annual

Base Salary

Scott Salmirs

$900,000

$990,000

D. Anthony Scaglione

$500,000

$550,000

Scott J. Giacobbe

$451,376

⁽¹⁾

$550,000

Rene Jacobsen

$500,000

$510,000

Andrea R. Newborn

$500,000

⁽²⁾

$510,000

(1)

On November 1, 2017, Mr. Giacobbe received an increase in base salary to $550,000 in connection with his promotion to Chief Operating Officer.

(2)

Ms. Newborn’s 2017 annual base salary became effective as of July 5, 2017, when Ms. Newborn’s employment with the Company commenced.

2018 Annual Cash Incentive Program Bonus Targets and Weighting

Performance Objectives Weighting

Target Bonus as Percentage of Salary⁽¹⁾

Financial Objectives

Safety Objectives

Personal Objectives

Corporate

Commercial Operations (All Industry Groups)

Business & Industry

Scott Salmirs

125%

60%

--

--

10%

30%

D. Anthony Scaglione

100%

60%

--

--

10%

30%

Scott J. Giacobbe

100%

60%

--

--

10%

30%

Rene Jacobsen

60%

10%

20%

30%

10%

30%

Andrea R. Newborn

70%

60%

--

--

10%

30%

(1)

Represents each NEO’s target cash incentive compensation opportunity, expressed as a percentage of his or her base salary. The percentage is the higher of the percentage reflected in the NEO’s employment agreement or as approved by the Committee.

Financial and Safety Objectives (70%)

Target

Actual

Actual vs.

Target

Payout

Adjusted EBITDA Margin⁽¹⁾  
(30% weighting)

5.49%

5.07%

92.3%

80.8%

Income from Continuing Operations⁽²⁾
(30% weighting)

$112.0

$95.9

85.6%

64.0%

Funding Level of Financial Objectives (60% weighting)

--

--

--

72.4%

Funding Level of Safety Objectives⁽³⁾

(10% weighting)

--

--

--

105.0%

(1)

As used herein, “Adjusted EBITDA” means Income from Continuing Operations before interest, taxes, depreciation and amortization, and excluding items impacting comparability. A reconciliation of Net Income to Adjusted EBITDA is set forth in Appendix A.

(2)

When determining the Company’s achievement of Financial Objectives in 2018, the Committee adjusted the target for the Company’s income from continuing operations to include the benefit of the lower corporate tax rate due to US tax reform, which resulted in lower 2018 Financial Objectives funding than would have been achieved had the adjustment not been made.

(3)

Comprised of numerous metrics that resulted in a funding level of 105%.

Financial and Safety Objectives (70%)

Target

Actual

Actual vs.

Target

Payout

Income from Continuing Operations⁽¹⁾
(10% weighting)

$112.0

$95.9

85.6%

64.0%

Combined Commercial Operations Performance – Operating Profit Margin % vs. Budget⁽²⁾ (20% weighting)

$375.6

$339.9

90.5%

76.3%

Business & Industry Group Performance – Operating Profit % vs. Budget (15% weighting)

5.19%

5.50%

106.0%

115.0%

Business & Industry Group Performance – Revenue vs. Budget (15% weighting)

$2,733.2

$2,721.6

99.6%

99.0%

Funding Level of Financial Objectives (60% weighting)

--

--

--

89.6%

Funding Level of Safety Objectives⁽³⁾

(10% weighting)

--

--

--

105.0%

(1)

When determining the Company’s achievement of Financial Objectives in 2018, the Committee adjusted the target for the Company’s income from continuing operations to include the benefit of the lower corporate tax rate due to US tax reform, which resulted in lower 2018 Financial Objectives funding than would have been achieved had the adjustment not been made.

(2)

Operating Profit Margin % means operating profit divided by revenue.

(3)

Comprised of numerous metrics that resulted in a funding level of 105%.

•

successful integration of GCA employees and retention of key GCA talent, increased cross selling of services, and meeting targeted cost synergies resulting from the GCA acquisition;

•

continued strategic execution of the Company’s 2020 Vision; and

•

broadening and strengthening relationships and communication with the investment community and the Board.

•

retaining key GCA leaders and 30,000 employees, achieving targeted cross selling of services within and across industry groups, and reaching the higher end of the targeted GCA cost synergy range;

•

skillfully sustaining progress toward the Company’s 2020 Vision, including systems and technology transformation, enhanced safety measures and strategic growth initiatives; and

•

participating in investor roadshows, hosting a successful investor day, attracting new institutional stockholders, maintaining open communications with the Board and strengthening relationships with existing and new Board members.

NEO

2018 Performance

2018 CIP

Payout

Financial

Objectives Funding Level

(60% weighting)⁽¹⁾

Safety

Objectives Funding Level

(10% weighting)

Personal Objectives (30% weighting)

Key 2018 Goals

Achievement Funding
Level and Highlights

D. Anthony Scaglione
Executive Vice President and Chief Financial Officer

72.4%

105.0%

100%

$461,835

(84% of Target)

•

Support the Company’s 2020 Vision

•

Continued to drive consistency and efficiency in operations through increased scope and effectiveness of enterprise service center and procurement organizations

•

Drive GCA integration

•

Effective integration of GCA including achievement of cost synergies

•

Provide executive sponsorship to the Company’s systems transformation initiatives

•

Provided key leadership to systems transformation initiatives

Scott J. Giacobbe Executive Vice President and Chief Operating Officer

72.4%

105.0%

100%

$461,835

(84% of Target)

•

Support the Company’s 2020 Vision

•

Championed the ABMWay, creating close collaboration across all industry group leaders

•

Drive GCA integration

•

Effective integration of GCA operations into ABM Industry Groups

•

Build a sales culture

•

Built effective sales team enabling strong new sales growth

Rene Jacobsen Executive Vice President and President – Business & Industry

89.6%

105.0%

125%

$311,386

(101.8% of Target)

•

Restructure the Business & Industry team

•

Successfully restructured team

•

Drive Business & Industry financial performance

•

Successfully integrated UK Business & Industry operations into broader Business & Industry group

•

Assume leadership of Business & Industry operations in the UK

•

Drove strongest financial performance of any ABM industry group

•

Improved cash collections

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

72.4%

105.0%

100%

$299,773

(84% of Target)

•

Support the Company’s 2020 Vision

•

Championed and supported corporate alignment with 2020 Vison strategy

•

Drive GCA integration and consolidate real estate

•

Effective integration of GCA, and successful management of real estate consolidation

•

Provide leadership to ABM legal team

•

Evolved the strategic capabilities of the legal team and effectively managed litigation

(1)

See tables on pages 24-25 for more detail relating to Financial Objectives.

Fiscal Year 2018 Equity Awards*

2018-2020 PSU

2018-2020 TSR Performance Shares

2018 RSU

NEO

Number
Granted

Grant Date Value
($)

Number Granted

Grant Date Value
($)

Number
Granted

Grant
Date
Value
($)

Aggregate

Value of Equity Awards

($)

Scott Salmirs

51,057

1,979,990

25,069

989,975

25,528

989,976

3,959,941

D. Anthony Scaglione

18,050

699,979

8,863

350,000

9,025

349,989

1,399,968

Scott J. Giacobbe

14,182

549,978

6,963

274,969

7,091

274,989

1,099,936

Rene Jacobsen

11,110

499,952

3,165

124,986

3,223

124,988

749,926

Andrea R. Newborn

6,446

249,976

3,165

124,986

3,223

124,988

499,950

*

The Company does not publicly disclose its specific targets applicable under its equity compensation programs due to potential competitive harm. For additional information on fiscal year 2018 equity award grants for our NEOs, please see “Grants of Plan-Based Awards During Fiscal Year 2018.”

%

Achievement

Award

Funding %

≥ 135

200

≥ 125

150

≥ 115

125

≥ 95 - 105

100

≥ 90

85

≥ 75

50

< 75

0

Weighting

Goal

Actual

%
Achievement

%
Payout

Weighted Payout

Adjusted EBITDA⁽¹⁾

60%

$263.0 M

$242.3 M

92%

91.3%

54.8%

Organic Revenue⁽²⁾

20%

$5.5 B

$5.6 B

102%

100.0%

20.0%

ROIC⁽³⁾

20%

8.5%

5.3%

62%

0.0%

0.0%

Award Payout

74.8%

(1)

As used herein, “Adjusted EBITDA” means Income from Continuing Operations before interest, taxes, depreciation and amortization, as adjusted to take into account the effects of a major acquisition or major divestiture, and excluding items impacting comparability. A reconciliation of Net Income to Adjusted EBITDA is set forth in Appendix A.

(2)

Organic Revenue means the revenues amount adjusted to take into account the effects of a major acquisition or major divestiture. A reconciliation of Revenue to Organic Revenue is set forth in Appendix A.

(3)

ROIC is return on invested capital and equals net income excluding after-tax impact of discontinued operations, interest expense, items impacting comparability and certain tax discrete items adjusted for the net income (loss) impact of certain acquisitions, divided by invested capital.

2016-2018 TSR PSP FUNDING TABLE

ABM Three-Year
Percentile Ranking

Shares Earned
(as % of Target)

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

2018 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

2018

975,000

3,959,941

1,020,567

-

67,135

6,022,643

President and

2017

883,333

2,949,955

805,320

-

47,763

4,686,371

Chief Executive Officer

2016

793,333

2,039,917

969,600

-

35,135

3,837,985

  D. Anthony Scaglione

2018

541,666

1,399,968

461,835

-

30,651

2,434,120

Executive Vice President

2017

495,833

1,049,942

339,465

-

20,348

1,905,588

and Chief Financial Officer

2016

466,666

615,542

405,883

-

22,770

1,510,861

  Scott J. Giacobbe⁽⁴⁾

2018

550,000

1,099,936

461,835

-

29,440

2,141,211

Executive Vice President

2017

449,900

734,928

344,575

-

41,919

1,571,322

and Chief Operating Officer

-

  Rene Jacobsen⁽⁴⁾

2018

508,333

749,926

311,386

-

36,894

1,606,539

Executive Vice President and President, Business &

2017

474,583

734,893

265,380

-

33,917

1,508,773

Industry

  Andrea R. Newborn⁽⁵⁾

2018

508,333

499,950

299,773

-

18,538

1,326,594

Executive Vice President, General Counsel and

Secretary

(1)

The value shown is the aggregate grant date value for performance share unit (PSU) and restricted stock unit (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 16, “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, 2018. The maximum values for PSU awards granted in fiscal year 2018 under the 2018–2020 Performance Share Program are as follows: Mr. Salmirs, $3,959,981; Mr. Scaglione, $1,399,958; Mr. Giacobbe, $1,099,956; Mr. Jacobsen, $999,904; and Ms. Newborn, $499,952. The maximum values for TSR Performance Shares granted under the 2018–2020 TSR-Based performance share program are as follows: Mr. Salmirs, $1,484,962; Mr. Scaglione, $525,000; Mr. Giacobbe, $412,453; Mr. Jacobsen, $187,479; and Ms. Newborn, $187,479.

(2)

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

(3)

For fiscal year 2018, this column represents:

•

for Mr. Salmirs: ABM contributions to the 401(k) plan, $11,000; spousal/family travel, $3,881; home office expense, $109; airline club membership fee, $59; TSA/registered traveler annual fee, $66; and value of dividend equivalents (DEUs) credited in fiscal year 2018 with respect to earned PSUs and RSUs, $52,020. DEUs are settled in Company stock when the underlying RSUs vest. Employees who defer RSUs under the ABM Deferred Compensation Plan do not receive DEUs on deferred RSUs until the underlying RSUs are paid out.

•

for Mr. Scaglione: ABM contributions to the 401(k) plan, $11,000; and value of dividend equivalents (DEUs) credited in fiscal year 2018 with respect to earned PSUs and RSUs, $19,651. DEUs are settled in Company stock when the underlying RSUs vest. Employees who defer RSUs under the ABM Deferred Compensation Plan do not receive DEUs on deferred RSUs until the underlying RSUs are paid out.

•

for Mr. Giacobbe: ABM contributions to the 401(k) plan, $11,000; auto allowance, $600; and value of dividend equivalents (DEUs) credited in fiscal year 2018 with respect to earned PSUs and RSUs, $17,840. DEUs are settled in Company stock when the underlying RSUs vest.

•

for Mr. Jacobsen: ABM contributions to the 401(k) plan, $11,000; auto allowance, $11,050; and value of dividend equivalents (DEUs) credited in fiscal year 2018 with respect to earned PSUs and RSUs, $14,844. DEUs are settled in Company stock when the underlying RSUs vest.

•

for Ms. Newborn: ABM contributions to the 401(k) plan, $11,000; and value of dividend equivalents (DEUs) credited in fiscal year 2018 with respect to earned RSUs, $7,538. DEUs are settled in Company stock when the underlying RSUs vest.

(4)

For Messrs. Giacobbe and Jacobsen, only compensation for fiscal years 2017 and 2018 are shown because neither of these individuals was an NEO in fiscal year 2016.

(5)

For Ms. Newborn, only compensation for fiscal year 2018 is shown because she was not an NEO in fiscal years 2017 or 2016.

Grants of Plan-Based Awards During Fiscal Year 2018

  Named Executive

  Officer

Grant

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⁽⁴⁾

($)

Threshold

Target

Maximum

Threshold

Target

Maximum

 Scott Salmirs

n/a

618,750

1,237,500

2,072,813

1/10/2018

$39.49

12,535

25,069

37,604

989,975

1/10/2018

$38.78

25,529

51,057

102,114

1,979,990

1/10/2018

$38.78

25,528

989,976

 D. Anthony Scaglione

n/a

275,000

550,000

921,250

1/10/2018

$39.49

4,432

8,863

13,295

350,000

1/10/2018

$38.78

9,025

18,050

36,100

699,979

1/10/2018

$38.78

9,025

349,990

Scott J. Giacobbe

n/a

275,000

550,000

921,250

1/10/2018

$39.49

3,482

6,963

10,445

274,969

1/10/2018

$38.78

7,091

14,182

28,364

549,978

1/10/2018

$38.78

7,091

274,989

Rene Jacobsen

n/a

153,000

306,000

512,550

1/10/2018

$39.49

1,583

3,165

4,748

124,986

1/10/2018

$38.78

3,223

6,446

12,892

249,976

1/10/2018

$38.78

3,223

6,446

12,892

249,976

1/10/2018

$38.78

3,223

124,988

Andrea R. Newborn

n/a

178,500

357,000

597,975

1/10/2018

$39.49

1,583

3,165

4,748

124,986

1/10/2018

$38.78

3,223

6,446

12,892

249,976

1/10/2018

$38.78

3,223

124,988

(1)

Represents the annual cash incentive opportunity for fiscal year 2018 under the CIP. The target award was calculated by multiplying each NEO’s base salary by his or her target cash incentive compensation percentage (which is the higher of the percentage reflected in the NEO’s employment agreement or as approved by the Committee). For fiscal year 2018, the maximum cash incentive compensation for each NEO was 167.5% of target. Actual payments made for fiscal year 2018 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 2018–2020 performance share program and the 2018–2020 TSR performance share program. PSUs granted under the 2018–2020 performance share program (granted in January 2018 to each NEO) are earned based on performance related to the three-year period from fiscal years 2018 to 2020, with vesting of the award to occur on January 10, 2021, 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 2018–2020 performance share program 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 2018–2020 TSR performance share program (granted in January 2018) are earned based on performance during the period beginning on November 1, 2017 and ending on October 31, 2020, with vesting to occur on January 10, 2021 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 2018–2020 TSR performance share program 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.

(3)

Represents RSUs granted under the 2006 Equity Incentive Plan in fiscal year 2018, which vest 50% on the second anniversary of the grant date and 50% 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.

(4)

Computed in accordance with FASB ASC Topic No. 718, based on target levels of achievement (the most probable outcome), in the case of PSUs.

Outstanding Equity Awards at 2018 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⁽⁷⁾

($)

Equity

Incentive

Plan

Awards:

Number

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested

Equity

Incentive Plan

Awards:

Market or

Payout Value

of Unearned

Shares, Units

or Other

Rights That

Have Not

Vested⁽⁷⁾

($)

 Scott Salmirs

10/11/2012

⁽¹⁾

10,971

0

18.31

10/11/2019

9/8/2015

8,277

⁽²⁾

254,518

9/6/2013

⁽¹⁾

7,699

0

25.30

9/6/2020

1/12/2016

31,407

⁽³⁾

965,766

9/12/2016

6,690

⁽²⁾