DEF 14A of Abm Industries Inc /De/, Feb 14, 2025

DEF 14A of Abm Industries Inc /De/

Filed Feb 14, 2025 · FY20240000950170-25-020776

Open on EDGAR

  1. Director Nominee Skills and Experience Matrix

    Director Nominee Skills and Experience Matrix Our director nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of perspectives that contribute to the Company’s execution of its business and strategies. The director nominee skills and experience matrix below summarizes some of the key attributes that management and our Board have identified as particularly valuable to the effective oversight of the Company and the execution of our corporate strategy. This director nominee skills and experience matrix is not intended to be an exhaustive list of each of our director nominees’ skills or contributions to the Board. Further information on each director nominee, including some of their specific experience, qualifications, attributes and skills is included in their biographies beginning on page 2 of this Proxy Statement. ABM Industries Incorporated 2025 Proxy Statement v

  2. Director Nominee Skills and Experience Matrix

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  3. Director Nominee Skills and Experience Matrix

    | SKILL | Allen | Baker | Colleran | DeVries | Garcia | Gartland | Golder | Kesavan | Salmirs | Webb | | Business Leadership / Strategy. Service in an executive management position and experience in formulating and implementing long-term business strategy for a large organization | • | • | • | • | • | • | • | • | • | • | | Specific End Market Industries. Employment or other direct experience in industries or end markets related to ABM's industry groups | | • | • | | • | • | | • | • | • | | Financial / Capital Allocation. Financial management of a large and diversified organization and experience with debt and capital markets transactions | • | | | • | • | • | • | • | • | • | | Sales and Marketing. Experience in leading and executing sales and marketing strategies in a business-to-business environment | • | | • | • | | • | • | • | • | • | | Human Capital / Safety. Experience in organizational management, compensation programs, talent development, recruiting, inclusion initiatives, and employee health and safety | • | • | • | • | • | • | • | • | • | • | | Risk Oversight. Experience in identifying, prioritizing, and managing a broad spectrum of risks, overseeing enterprise risk management and risk mitigation strategies | • | • | • | • | • | • | • | • | • | • | | Information Technology / Cybersecurity. Expertise in information technology and infrastructure, including cybersecurity | • | | | | | | • | | | | | Other Public Company Board Experience. Board-level experience at other publicly traded companies | • | • | • | • | • | • | • | • | • | • | | Mergers and Acquisitions. Experience in analyzing M&A target opportunities, executing transactions, and integrating acquired companies | • | • | • | • | • | • | • | • | • | • | | Environmental. Experience in managing or overseeing environmental and climate-related programs, policies, and practices, including related reporting | • | | • | | • | • | • | • | • | • |

  4. Director Nominee Skills and Experience Matrix

    vi ABM Industries Incorporated 2025 Proxy Statement

  5. Director Nominee Skills and Experience Matrix

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

    PROPOSAL 1—ELECTION OF TEN DIRECTOR NOMINEES TO SERVE ONE-YEAR TERMS We are asking our stockholders to elect ten director nominees to serve on the Board for a one-year term and until their successors are duly elected and qualified. Information about the Board and each director nominee is included in this section. The number of directors is currently fixed at ten.

  7. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

  8. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | Quincy L. Allen | Director Since 2021 | Age 64 | | | Mr. Allen is former chief marketing officer of IBM Cloud at IBM Corporation (NYSE: IBM), an international technology solutions company, a position he held from 2015 until his retirement in 2018. Prior to joining IBM, Mr. Allen served as chief marketing and strategy officer at Unisys Corporation (NYSE: UIS), an international information technology services and consulting company, from 2012 to 2015. He previously served as chief executive officer of Vertis Communications, a direct marketing and advertising company, a position he held from 2009 to 2010. Prior to Vertis Communications, Mr. Allen held several leadership positions with Xerox Corporation, including serving as president of the Global Services and Strategic Marketing Group and president of Production Systems Group, as well as vice president of Xerox Corporation. Mr. Allen has served on the board of The ODP Corporation (Office Depot) (NASDAQ: ODP), a leading provider of products and services through an integrated business-to-business platform and omnichannel presence, since 2020, where he serves as a member of the Audit and the Corporate Governance and Nominating Committees; and Lumen Technologies Corporation (NYSE:LUMN), an international facilities-based technology and communications company, since 2021, where he serves as a member of the Audit and the Risk and Security Committees. He previously served on the boards of NCR Corporation (NYSE: NCR) from 2009 to 2012 and Gateway, Inc. from 2006 to 2007. Mr. Allen’s qualifications to serve on the Board include his extensive operational and technology experience at major multinational technology services corporations, background in business development, cybersecurity, and leadership experience in the development and execution of sales and marketing strategies for multinational companies. Mr. Allen also brings public company experience to our Board that provides us with a broader market view of company-specific considerations that are relevant to ABM. | | |

  9. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

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  10. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | LeighAnne G. Baker | Director Since 2018 | Age 66 | | | Ms. Baker is former senior corporate vice president and chief human resources officer of Cargill, Inc. (“Cargill”), a global food and agricultural company, a position she held from 2014 until her retirement in 2020. She served as a member of the executive team and was responsible for Cargill’s global human resources strategy and practices. Prior to joining Cargill in 2014, she served as executive vice president and chief human resources officer of Hertz Global Holdings, Inc. (NASDAQ GS: HTZ) from 2007 to 2014. Before joining Hertz, Ms. Baker was senior vice president, global human resources of The Reynolds & Reynolds Company, a leading provider of automotive dealer management systems, from 2005 to 2007. She also served in various management and leadership roles at The Timken Company from 1981 to 2005. Ms. Baker has served on the board of Pactiv Evergreen (NASDAQ: PTVE), one of the largest manufacturers of fresh food and beverage packaging in North America, since 2020, where she serves as chairwoman of the board, chair of the Compensation Committee and as a member of the Nominating and Corporate Governance Committee. Ms. Baker’s qualifications to serve on our Board include many years of executive experience for large enterprises, including direct experience in industries and end markets similar to ABM’s, during which she gained extensive expertise in global human resources management, leadership development and large-scale organizational change. Ms. Baker also brings her public company board experience that provides us with a broader market view of public company-specific considerations that are relevant to ABM. | | |

  11. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | Donald F. Colleran | Director Since 2018 | Age 69 | | | Mr. Colleran is former president and chief executive officer/executive advisor of FedEx Express, a subsidiary of FedEx Corporation, a global provider of supply chain, transportation, business and related information services, a position he held from 2019 until his retirement in 2022. From 2017 to 2019, Mr. Colleran was executive vice president and chief sales officer of FedEx Corporation. He also served on the FedEx Corporation Strategic Management Committee, which sets the strategic direction for FedEx. Mr. Colleran joined FedEx in 1989, where he served in a variety of leadership roles including executive vice president, global sales of FedEx Services from 2006 through 2016. He has served on the board of EastGroup Properties, Inc. (NYSE: EGP), an equity real estate investment trust, since 2017, and as chairman of the board since 2023, and serves as a member of the Compensation Committee and Nominating and Corporate Governance Committee. Mr. Colleran’s qualifications to serve on our Board include his extensive experience in a variety of leadership roles at a multinational company, through which he gained expertise in business, sales, and global operations matters. This experience enables him to contribute insights to ABM regarding complex global supply chain, logistics, sales and marketing strategies in the service industry. Mr. Colleran also brings public company experience to our Board that provides us with a broader market view of public company-specific considerations that are relevant to ABM. | | |

  12. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

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  13. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | James D. DeVries | Director Since 2022 | Age 61 | | | Mr. DeVries is chairman of the board, president and chief executive officer of ADT Corporation (NYSE: ADT), having been appointed president in September 2017, chief executive officer in December 2018, and chairman of the board in September 2023. He previously served as executive vice president and chief operating officer of ADT from 2016 to 2017. Prior to joining ADT, Mr. DeVries served as executive vice president of Brand Operations at Allstate Insurance Company from 2014 to 2016, and as executive vice president and chief administrative officer from 2008 to 2014. Mr. DeVries has served on the board of ADT since 2018, where he serves on the Executive and the Nominating and Corporate Governance Committees; and on the board of Amsted industries Inc., a private diversified global manufacturer of industrial components serving primarily the railroad, vehicular and construction and building markets, since 2016, and as lead director since March 2023. Mr. DeVries’ qualifications to serve on our Board include his extensive business and management experience leading a major company, including with respect to executive leadership strategies regarding enterprise risk management, financial management and capital allocation, human capital management and mergers and acquisitions. Mr. DeVries also brings public company experience to our Board that provides us with a broader market view of public company-specific considerations from both executive management and board perspectives that are relevant to ABM. | | |

  14. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | Art A. Garcia | Director Since 2017 | Age 63 | | | Mr. Garcia retired in 2019 as the executive vice president and chief financial officer of Ryder System, Inc. (NYSE: R), a commercial fleet and supply chain management solutions company (“Ryder”), a position he had held since 2010. Previously, Mr. Garcia served as senior vice president, controller and chief accounting officer of Ryder from 2005 to 2010. Mr. Garcia joined Ryder in 1997 as senior manager of corporate accounting. He later served as director of corporate accounting and, subsequently, as group director of accounting services. Prior to joining Ryder, Mr. Garcia spent 14 years with the Miami office of the accounting firm Coopers & Lybrand LLP as senior manager of business assurance. Mr. Garcia has served on the board of Elanco Animal Health (NYSE: ELAN), a provider of products and services to improve animal health production in more than 90 countries around the world since 2019, and serves as a member of the Audit Committee and the Finance and Oversight Committee; American Electric Power (NASDAQ: AEP), an electric public utility company, delivering electricity and custom energy solutions, since 2019, where he serves as chair of the Audit Committee and a member of the Director & Corporate Governance, Finance, and Policy Committees; and Raymond James Financial, Inc. (NYSE: RJF), a leading diversified financial services company providing private client group, capital markets, asset management, banking and other services to individuals, corporation and municipalities, since 2023, where he serves as a member of the Risk Committee. Mr. Garcia’s qualifications to serve on our Board include his extensive business, financial and management experience and his experience as the most senior financial officer of a publicly traded multinational company. Mr. Garcia brings valuable accounting, financial management, mergers and acquisitions, risk management, environment and climate, and supply chain experience to our Board and ABM, as well as public company experience that provides us with a broader market view of public company-specific considerations that are relevant to ABM. | | |

  15. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

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  16. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | Thomas M. Gartland | Director Since 2015 | Age 67 | | | Mr. Gartland is the chairman and chief executive officer of Montway Auto Transport, a privately held auto transport company since 2023. From 2011 to 2014, Mr. Gartland served as president, North America for Avis Budget Group, Inc., a leading global provider of vehicle rental services. Previously, he was executive vice president, Sales, Marketing and Customer Care at Avis Budget Group, Inc. from 2008 to 2011, where he developed the overall strategic direction for marketing and sales. Mr. Gartland was employed by JohnsonDiversey, Inc. from 1994 to 2008, in various high-level capacities, including as president of the company’s North American region from 2003 to 2008, vice president, Sales, Health and Hospitality from 2002 to 2003, vice president, Business Development from 1998 to 2002, with various positions of increasing responsibility within the company from 1994 to 1998. Prior to that, Mr. Gartland served as vice president and director of national accounts at Ecolab, Inc. from 1980 to 1994. Mr. Gartland has served on the board of directors of Xenia Hotels & Resorts, Inc. (NYSE: XHR), a self-advised and self-administered REIT that invests primarily in premium full-service, lifestyle and urban upscale hotels, since 2015 and serves as chair of the Compensation Committee. Mr. Gartland’s qualifications to serve on our Board include his extensive experience in senior executive positions at multinational companies in similar industries as ABM’s, including experience with respect to sales, operations, financial management, leadership, risk management, and mergers and acquisitions. He also brings public company board experience to our Board that provides us with a broader market view of public company-specific considerations that are relevant to ABM. | | |

  17. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | Jill M. Golder | Director Since 2019 | Age 62 | | | Ms. Golder is former senior vice president and chief financial officer of the restaurant and gift store chain Cracker Barrel Old Country Store, Inc. (NASDAQ: CBRL), a position she held from 2016 until her retirement in 2020. She previously served in finance leadership roles at Ruby Tuesday, Inc. from 2013 to 2016, including as executive vice president and chief financial officer from 2014 to 2016. Ms. Golder served in progressively more responsible finance positions during her 23 years at Darden Restaurants, Inc., including senior vice president finance for Olive Garden, senior vice president finance of Smokey Bones, senior vice president finance of Specialty Restaurant Group and senior vice president finance of Red Lobster. Ms. Golder has served on the board of Sysco, Inc. (NYSE: SYY), a global leader in selling, marketing and distributing food and non-food products to restaurants, healthcare and educational facilities, lodging establishments and other customers around the world, since 2022, and serves as a member of the Audit, Technology and Compensation and Leadership Development Committees. She previously served on the board of MOD Superfast Pizza Holdings, LLC, a private company, from April 2021 to March 2024; and IZEA Worldwide, Inc. (NASDAQ: IZEA), an influencer marketing technology company, in 2021, serving as the chair of the Audit Committee, and from 2015 to 2019. Ms. Golder’s qualifications to serve on our Board include her extensive financial experience in a variety of leadership roles at various multinational companies similar to ABM, where she managed the financial teams and oversaw business continuity planning, risk management and cybersecurity efforts. Ms. Golder also brings public company experience to our Board that provides us with a broader market view of public company-specific considerations that are relevant to ABM. | | |

  18. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

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  19. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | Sudhakar Kesavan | Director Since 2012 | Age 70 | | | Mr. Kesavan is former chief executive officer and executive chairman of ICF International, Inc. (NASDAQ: ICFI), a leading provider of consulting services and technology solutions to government and commercial clients (“ICF International”). He served as chairman and chief executive officer from 1999 to 2019 and as executive chairman from 2019 until his retirement in 2020. Previously, Mr. Kesavan served as the president of ICF Consulting Group, a subsidiary of ICF Kaiser, from 1997 to 1999. Mr. Kesavan serves on the boards of Cadmus Group and Dexis, serves as board member emeritus for Northern Virginia Technology Council and serves as a trustee of the Shakespeare Theater Company in Washington, DC. Mr. Kesavan’s qualifications to serve on our Board include his leadership and operational experience gained from serving as a chief executive officer and director of another public company similar to ABM. Mr. Kesavan brings valuable experience leading both organic growth and acquisition activities, a thorough understanding of corporate governance, compensation expertise, and operations, industry, public company board, financial, mergers and acquisitions, government and government relations, and global operations experience to our Board. | | |

  20. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | Scott Salmirs | Director Since 2015 | Age 62 | | | Mr. Salmirs is president and chief executive officer of the Company, a position he has held since 2015. Previously, he served as executive vice president of the Company from 2014 to 2015, with global responsibility for the Company’s aviation division and all international activities. Mr. Salmirs served as executive vice president of ABM Janitorial Services – Northeast from 2003 to 2014. Prior to joining the Company, Mr. Salmirs held various leadership positions at Goldman, Sachs & Company (NYSE: GS), Lehman Brothers, Inc., and CBRE Group (NYSE: CBRE). Mr. Salmirs has served as a director of ICF International (NASDAQ: ICFI) since 2021, where he serves on the Governance and Nominating Committee and the Human Capital Committee. He also serves on the board of Outreach, a New York nonprofit organization dedicated to rehabilitating teens with substance abuse issues, is a founding board member of Donate Eight, a nonprofit group associated with LiveOnNY, and also serves on the Business Advisory Council for the business program at SUNY Oneonta. Mr. Salmirs’ qualifications to serve on our Board include his experience in the facility services industry, and his knowledge of and perspective on the Company as its president and chief executive officer. Mr. Salmirs brings valuable leadership skills and operations, financial management, industry, mergers and acquisitions, sales and marketing, and global operations experience to the Board. | | |

  21. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

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  22. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

    | | Winifred (Wendy) M. Webb | Director Since 2014 | Age 66 | | | Ms. Webb served as a senior executive, as well as managing director, for several publicly traded companies, and as a Corporate Foundation’s executive director. From 2010 to 2013, she was managing director for Tennenbaum Capital Partners. Ms. Webb was a member of the corporate executive team for Ticketmaster from 2008 to 2010. She served for 20 years with The Walt Disney Company, from 1988 to 2008, in various senior positions including corporate senior vice president of investor relations and shareholder services, and governance outreach. She was also executive director for The Walt Disney Company Foundation. Before Disney, she held roles in investment banking. She has served on the board of directors of Wynn Resorts, Limited (NASDAQ: WYNN), a developer and operator of luxury integrated resorts, since 2018, serving as chair of the Audit Committee; AppFolio, Inc. (NASDAQ: APPF), a technology leader powering the future of the real estate industry, since 2019, where she is chair of the Audit Committee and a member of the Nominating and Corporate Governance Committee; and has served on the board of trustees of AMH (NYSE: AMH), a leader in the single-family home rental industry, since 2019, and is a member of the Human Capital and Compensation, and Nominating and Corporate Governance Committees. She also serves on the board of nonprofit Sun Valley Music Festival. She previously served on the boards of TiVo Inc. (2016), Jack in the Box Inc. (NASDAQ: JACK) (2008 to 2014), and nonprofit PetSmart Charities, Inc. (2014 to 2016). She served as co-chair of nonprofit WomenCorporateDirectors, LA/OC Chapter (2017 to 2020). Ms. Webb has been recognized as an NACD Directorship 100 honoree, a WomenInc. Most Influential Corporate Board Director, and a Directors & Boards Director to Watch. Ms. Webb’s qualifications to serve on our Board include her experience in senior management at global public companies similar to ABM, and her experience in the global financial services industry. Ms. Webb brings valuable public company board, investor relations, communications, media and public relations, treasury, corporate governance, global operations, corporate social responsibility, strategic planning, mergers and acquisitions, investment banking and capital markets experience to our Board. | | |

  23. Nominees for Election to Serve as Directors for a One-Year Term Expiring in 2026

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  24. The Board of Directors

    The Board of Directors

  25. The Board of Directors

    | Name and Principal Occupation | Age | Director since | Independent | Committee memberships | | | | | | | | | AC | CC | GC | SER | | Quincy L Allen Former Chief Marketing Officer of IBM Cloud, IBM Corporation | 64 | 2021 | Yes | ✓ | | | ✓ | | LeighAnne G. Baker Former Senior Vice President and Chief Human Resources Officer, Cargill, Inc. | 66 | 2018 | Yes | | ‡ | ✓ | | | Donald F. Colleran Former President and Chief Executive Officer of FedEx Express, a subsidiary of FedEx Corporation | 69 | 2018 | Yes | | ✓ | | ✓ | | James D. DeVries Chairman, President and Chief Executive Officer, ADT Corporation | 61 | 2022 | Yes | | ✓ | | | | Art A. Garcia Former Executive Vice President and Chief Financial Officer, Ryder System, Inc. | 63 | 2017 | Yes | ‡* | | | ✓ | | Thomas M. Gartland Chairman and Chief Executive Officer of Montway Auto Group; Former President, North America of Avis Budget Group, Inc. | 67 | 2015 | Yes | | ✓ | ‡ | | | Jill M. Golder Former Chief Financial Officer, Cracker Barrel Old Country Store, Inc. | 62 | 2019 | Yes | ✓* | | ✓ | | | Sudhakar Kesavan† Former Executive Chairman, ICF International, Inc. | 70 | 2012 | Yes | | | ✓ | | | Scott Salmirs President and Chief Executive Officer, ABM Industries Incorporated | 62 | 2015 | No | | | | | | Winifred (Wendy) M. Webb Former Senior Executive, Ticketmaster and The Walt Disney Company | 66 | 2014 | Yes | ✓* | | | ‡ |

  26. The Board of Directors

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

  27. The Board of Directors

    | † Indicates Board Chair | | ‡ Indicates Committee Chair | | * Indicates Audit Committee Financial Expert |

  28. Corporate Governance

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

  29. Identifying and Evaluating Nominees for Directors

    Identifying and Evaluating Nominees for Directors Our Board is responsible for selecting nominees for election as directors. The Board delegates the screening process to the Governance Committee with the expectation that other members of the Board will participate in this process, as appropriate. The Governance Committee does not have specific minimum qualifications that must be met for a potential candidate to be nominated to serve as a director of the Company. The Governance Committee periodically reviews the skills and types of experience that it believes should be represented on the Board in light of the Company’s current

  30. Identifying and Evaluating Nominees for Directors

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  31. Identifying and Evaluating Nominees for Directors

    business needs and strategy. The Governance Committee then uses this information to consider whether all of the identified skills and experience are represented on the Board. Based upon its review, the Governance Committee may recommend to the Board that the expertise of the current members should be supplemented. The Governance Committee takes these factors into account when looking for candidates for the Board. Candidates recommended by the Governance Committee are subject to approval by the full Board. Our Governance Committee regularly assesses the appropriate size of the Board and whether any vacancies on the Board are anticipated because of retirement or otherwise. In the event that any vacancy is anticipated, or otherwise arises, the Governance Committee considers various potential candidates for director. Our Governance Committee recommends to the Board the criteria for director candidates, and the Board establishes the criteria. The Governance Committee is also responsible for reviewing with the Board the requisite skills and characteristics of new Board candidates and current Board members in the context of the current composition of the Board. In analyzing director nominations and director vacancies, our Governance Committee seeks to recommend candidates for director positions who will create a collective membership on the Board with varied experience, backgrounds and perspectives, including the specific qualifications of industry knowledge; finance; administration; corporate governance; operations and marketing; and other public board experience. With individual members of the Board, the Governance Committee seeks individuals that have leadership in other organizations and have significant experience in a specific area or endeavor, and who understand the role of a public company director and can provide insights and practical wisdom based on their experience and expertise. The Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director, such as professional search firms and the relationships of current directors. In the case of a search firm, the Governance Committee will pay a fee for such a firm to assist it in the recruitment and identification of potential candidates for the Board. The Governance Committee generally provides the search firm with guidance as to the qualifications, qualities and skills that the Governance Committee is seeking in potential candidates, and the search firm identifies candidates for the Governance Committee’s consideration. Candidates may also come to the attention of the Governance Committee through stockholders or other persons. The Governance Committee will consider such candidates on the same basis and in the same manner as it considers all director candidates. Stockholders wishing to submit candidates for election as directors should provide the names of such candidates to the Corporate Secretary, ABM Industries Incorporated, One Liberty Plaza, New York, New York 10006. See “Questions and Answers About the Proxy Materials and the 2025 Annual Meeting” for more information on submitting stockholder director nominations to the Company. Our directors are expected to prepare for, attend and participate in Board meetings and meetings of the Committees of the Board on which they serve. They are also expected to meet as frequently and spend as much time as necessary to properly discharge their responsibilities and duties as directors and to arrange their schedules so that other existing and planned future commitments do not materially interfere with their service as a director. Directors who are full-time employees of ABM or who serve as chief executive officers or in equivalent positions at other public companies may not serve on the boards of more than one other publicly traded company. Other directors may not serve on the boards of more than three other publicly traded companies. Service on other boards and other commitments are considered by the Governance Committee and the Board when reviewing Board candidates.

  32. DIRECTOR COMPENSATION FOR FISCAL YEAR 2024

    DIRECTOR COMPENSATION FOR FISCAL YEAR 2024 ABM compensates non-employee directors through a combination of annual cash retainers, fees relating to chairing or serving on a committee, and equity grants. ABM also reimburses its directors for out-of-pocket expenses incurred in attending Board and Committee meetings. Equity awards to non-employee directors in fiscal year 2024 were granted under our stockholder-approved 2021 Equity and Incentive Compensation Plan. The Governance Committee reviews the compensation of non-employee directors periodically and recommends changes to the Board whenever it deems appropriate. Pay Governance LLC (“Pay Governance”), the Compensation Committee’s independent consultant, periodically provides information regarding non-employee director compensation to the Governance Committee. For fiscal year 2024, the annual cash retainer for non-employee directors, other than the chairman of the board, increased from $85,000 to $90,000. The annual cash retainer for the chairman of the board increased from $175,000 to $190,000. The annual committee member cash retainer for the Governance Committee members and the Stakeholder and Enterprise Risk Committee members each increased from $10,000 to $12,500. Additionally, the annual equity retainer for non-employee directors, other than the chairman of the board increased from $150,000 to $160,000, and the annual board equity retainer for the chairman of the board increased from $180,000 to $220,000. The following table describes the components of the non-employee director compensation program in effect during 2024.

  33. 2024 Non-Employee Director Compensation Elements

    2024 Non-Employee Director Compensation Elements

  34. 2024 Non-Employee Director Compensation Elements

    | Compensation Element | 2024 Compensation Program | | Annual Board Cash Retainer | • $190,000 for Chairman of the Board • $90,000 for other non-employee directors | | Annual Board Equity Retainer | • $220,000 for Chairman of the Board (vesting one year from grant date) • $160,000 for other non-employee directors (vesting one year from grant date) | | Board and Committee Meeting Attendance Fees | None | | Annual Committee Member Cash Retainer* *The Chairman of the Board does not receive a separate retainer for Committee memberships | • $20,000 for Audit members • $12,500 for Compensation members • $12,500 for Governance members • $12,500 for Stakeholder and Enterprise Risk members | | Annual Committee Chair Additional Cash Retainer | • $15,000 for Audit Chair • $10,000 for Compensation Chair • $10,000 for Governance Chair • $10,000 for Stakeholder and Enterprise Risk Chair |

  35. 2024 Non-Employee Director Compensation Elements

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  36. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table

  37. 2024 Non-Employee Director Compensation Table

    | | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | Name* | ($) | ($) | ($) | ($) | | Quincy L. Allen | 122,500 | 159,993 | 13,080 | 295,573 | | LeighAnne G. Baker | 125,000 | 159,993 | 3,894 | 288,887 | | Donald F. Colleran | 115,000 | 159,993 | 3,894 | 278,887 | | James D. DeVries | 102,500 | 159,993 | 7,928 | 270,421 | | Art A. Garcia | 137,500 | 159,993 | 22,839 | 320,332 | | Thomas M. Gartland | 125,000 | 159,993 | 21,694 | 306,687 | | Jill M. Golder | 122,500 | 159,993 | 3,894 | 286,387 | | Sudhakar Kesavan(4) | 190,000 | 219,964 | 5,184 | 415,148 | | Winifred M. Webb | 132,500 | 159,993 | 14,571 | 307,064 |

  38. 2024 Non-Employee Director Compensation Table

    *Mr. Salmirs is a member of the Board and President and Chief Executive Officer of ABM. His compensation for fiscal year 2024 is reported in the 2024, 2023 and 2022 Summary Compensation Table and other sections of this Proxy Statement. In fiscal year 2024, Mr. Salmirs did not receive any compensation for his service on the Board. (1) Amount includes annual Board cash retainers, Committee member cash retainers, and Committee chair additional cash retainers. (2) The value of stock awards shown in the “Stock Awards” column is based on the grant date fair value computed in accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 718, Compensation—Stock Compensation (“FASB ASC Topic 718”), excluding the effect of estimated forfeitures. The grant date fair value of the equity awards shown in the “Stock Awards” column is based on the closing price per share of the Company’s common stock on the date of grant of the equity award. A director who becomes a Board member following the date of the last held annual meeting of stockholders receives a prorated grant of restricted stock units (“RSUs”) based on the date that he or she joined the Board. In addition, each non-employee director who was expected to continue on the Board after the 2024 annual meeting of stockholders received an annual grant on January 4, 2024. For each then-current director, with the exception of Mr. Kesavan, the grant for 2024 on January 4, 2024 was 3,695 RSUs, which was calculated by dividing $160,000 by $43.30. For Mr. Kesavan, the grant for 2024 on January 4, 2024 was 5,080 RSUs, which was calculated by dividing $220,000 by $43.30. RSUs held by each then-current director as of October 31, 2024, including RSUs that have been deferred under the Deferred Compensation Plan for Non-Employee Directors, were: Mr. Allen, 13.290; Ms. Baker, 3,750; Mr. Colleran, 3,750; Mr. DeVries, 8,449; Mr. Garcia, 22,457 Mr. Gartland, 21,381; Ms. Golder, 3,750; Mr. Kesavan, 5,155; and Ms. Webb, 13,781. (3) Amounts shown include value of dividend equivalents (“DEUs”) credited in fiscal year 2024 with respect to RSUs held by non-employee directors, including deferred RSUs under the ABM Deferred Compensation Plan for Non-Employee Directors. DEUs are settled in Company stock when the underlying RSUs vest. (4) Chairman of the Board.

  39. Best Practices

    Best Practices The following are some of the best practices we employ in our compensation program. • At-Will Employment. We do not have fixed-term employment agreements with our NEOs. • Clawback Policy. We maintain a clawback policy that empowers the Company to recover certain incentive compensation erroneously awarded to a current or former executive officer in the event of an accounting restatement, in accordance with such policy. • Special Forfeiture Rights (Enhanced Clawback Policy). Our incentive award terms and conditions provide that, in the event of an employee’s serious misconduct, outstanding awards will be forfeited and certain amounts paid and received by employees will be recoverable by the Company. • No Single-Trigger Change-in-Control Payments. We utilize double-trigger change-in-control provisions. • No Tax Gross-Ups. We do not have tax gross-ups. No Grant Timing. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and ABM does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  40. Fiscal 2024 Overview Impact on Executive Compensation

    | 2024 Company Performance | • Grew total revenue 3.2% to $8.4 billion, comprised of organic growth of 2.9% and the remainder from acquisitions. Organic growth was led by Technical Solutions and Aviation, both of which grew double-digits. Education and Manufacturing & Distribution also grew solidly. Business & Industry’s revenue declined slightly, largely reflecting soft commercial real estate markets. • Posted net income of $81.4 million, adjusted EBITDA of $498.1 million(1) and a full-year adjusted EBITDA margin of 6.2%(1). These solid results were aided by price increases and cost controls, which helped to mitigate the impact of inflationary pressures. • Returned $56.5 million in dividends to stockholders, marking 57 consecutive years of raising our annual dividend. | | Pay Governance and Philosophy | • Provide compensation plans with a significant portion of the total pay at-risk in short- and long-term incentives and a greater emphasis on the long-term plans, and payouts based on achievements of financial and non-financial objectives. • Maintain policies that promote good governance and serve the interests of our stockholders, including policies on anti-pledging, anti-hedging, insider trading, stock ownership guidelines for executives and clawbacks. • Follow best practices such as maximum caps on our short- and long-term incentive plans, a combination of relative and absolute performance metrics in our performance share program, multi-year vesting of our time-based stock awards, and no guaranteed base salary increases. • Hold an advisory say-on-pay vote on an annual basis, with a proven track record of investor support of executive compensation plans. • Pay programs align our executives' compensation with strategic goals while motivating and retaining executives critical to our future success and long-term performance. • A significant portion of our executives' compensation is at-risk, with approximately 88% of our CEO's compensation and approximately 79% of our other NEO's compensation tied to short- and long-term incentive plans. • Pay levels are set commensurate with performance and intended to attract and retain high quality executive talent, with our total target pay approximating the peer median. • Committee engages an independent compensation consultant to advise on internal pay equity among executives, pay-for-performance alignment and external market competitiveness, including peer analyses. | | NEO 2024 Pay | • Base salaries reflect each NEO's role, responsibility, experience, individual performance and market conditions, without automatic or guaranteed increases. • Corporate goals under the Company’s annual cash incentive program were achieved at above target payout for organic revenue, adjusted net income(1) and for safety, each based |

  41. Pay-for-Performance Alignment

    Pay-for-Performance Alignment The following graph provides a historical realizable pay-for-performance analysis for ABM’s CEO against the Company’s 2024 peer group for 2021–2023. The Company’s relative pay and performance were strongly aligned over the period, with the relative TSR performance at the 32nd percentile of the group and CEO realizable pay at the 30th percentile of the group. The Company’s independent consultant conducted the realizable pay-for-performance assessment in order to ensure alignment with our pay for performance philosophy. Our pay-for-performance alignment is attributable to setting appropriate and rigorous performance goals within the annual and long-term incentive plans, using incentive metrics that align with shareholder value creation, using a balanced mix of fixed vs. variable compensation and LTI vehicles, and providing competitive compensation opportunities.

  42. Compensation Decision Process

    Compensation Decision Process Role of the Compensation Committee The Committee is responsible for the design of the Company’s executive compensation program, and for reviewing the overall effectiveness of our executive compensation program to ensure the design achieves our objectives. The Committee: • approves CEO annual performance objectives and evaluates the CEO’s annual performance in light of such objectives; • approves our compensation market analysis process, as well as the companies used for compensation and design comparison purposes; • approves performance metrics for our annual and long-term incentive compensation programs; follows a comprehensive goal setting process to ensure rigorous and fair goals are established under both our annual and long-term incentive plans;

  43. Compensation Decision Process

    | 2024 COMPENSATION COMPARATOR GROUP | | | | Aramark ArcBest Corporation The Brink’s Company Brightview Holdings C. H. Robinson Worldwide, Inc. Cintas Corporation Clean Harbors, Inc. | Comfort Systems USA, Inc. Cushman & Wakefield plc EMCOR Group, Inc. Insperity, Inc. Iron Mountain Incorporated J.B. Hunt Transport Services, Inc. Kelly Services, Inc. | Republic Services, Inc. Robert Half International Inc. Stericycle, Inc. United Rentals, Inc. Waste Connections, Inc. Werner Enterprises, Inc. |

  44. Elements of Compensation

    Using the elements of compensation described above, we structure our program in a way that places a significant portion of our executives’ compensation at risk. At-risk compensation includes: annual cash incentive compensation (“Bonus”) that is tied to annual financial, safety and individual performance measures; performance-based equity awards that are paid only if performance metrics established at the beginning of the three-year performance period are met (“PSs”); and time-based equity awards ("RSUs" together with PSs, “LTIs”). As reflected in the charts below, approximately 88% of our CEO’s compensation is at risk. Approximately 79% of our other NEOs’ compensation is at risk.

  45. 2024 Annual Cash Incentive Compensation

    2024 Annual Cash Incentive Compensation Each year, the Committee reviews the Company’s strategic and financial plan and key business objectives to align the annual cash incentive program (“CIP”) with the achievement of the Company’s goals. The metrics in the CIP have been selected to focus on driving sustainable, long-term value for our stockholders, as demonstrated by financial, safety and strategic goal achievement. The Committee reviews the design, metrics and performance level requirements for the CIP annually, establishes the relative weightings of Financial Objectives, Safety Objectives and Personal Objectives for the CEO and all NEOs at the beginning of the year, and evaluates performance achieved against the objectives to determine cash payouts earned under the CIP. Each of our NEOs was eligible to earn an annual cash incentive award under the CIP in fiscal year 2024. 2024 Financial and Safety Objectives for the CIP For 2024, the Committee set Financial Objectives to recognize top-line growth and bottom-line profitability, with potential for negative adjustment to ensure acceptable margin. The Committee also set 2024 Safety Objectives to drive continued improvement on key measures of workplace safety.

  46. 2024 Annual Cash Incentive Compensation

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  47. 2024 Annual Cash Incentive Compensation

    2024 Personal Objectives for the CIP For 2024, the Committee established Personal Objectives for the CEO in consultation with our full Board that aligned with the Company’s most critical strategic priorities for the year and that were set at the beginning of the fiscal year. The CEO also worked with each NEO to establish Personal Objectives for each such NEO aligned to his or her most critical priorities for the year, which reflect the unique role of each NEO, and that were set at the beginning of the fiscal year. Bonus Targets and CIP Performance Objectives Weighting The target and maximum bonus opportunities for each NEO, expressed as a percentage of his or her base salary on October 31, 2024, are set forth in the following table. The relative weights of the Performance Objectives for each NEO are: Financial Objectives, 70%; Safety Objectives, 10%; and Personal Objectives, 20%. Payout can range from 0% to 200% of target.

  48. 2024 Annual Cash Incentive Program

    2024 Annual Cash Incentive Program

  49. 2024 Annual Cash Incentive Program

    | | Cash Bonus as a Percent of Salary | | | | Target Bonus Opportunity as Percentage of Salary | Maximum Bonus Opportunity as Percentage of Salary | | Named Executive Officer | | | | Scott Salmirs | 150% | 300% | | Earl R. Ellis | 125% | 250% | | Rene Jacobsen | 125% | 250% | | Andrea Newborn | 70% | 140% | | Raύl Valentín | 70% | 140% | | Joshua H. Feinberg | 125% | 250% |

  50. 2024 Annual Cash Incentive Program

    Funding Levels and Payouts Under CIP for NEOs in 2024 In December 2023 the Committee approved rigorous financial goals under the CIP that were based on the Company’s business plan, which is approved by the full Board. The Committee approved the goals with a holistic view of the prior year’s performance, the expected fiscal year 2024 performance of the Company, and macroeconomic factors impacting the Company. The Company’s financial and safety performance in 2024 resulted in a combined funding level for Financial Objectives and Safety Objectives that was above target, with Organic Revenue, Adjusted Net Income and Safety each funding above target. In combination, Financial Objectives and Safety Objectives are used to determine 80% of the annual CIP opportunity for the NEOs, and Personal Objectives are used to determine 20% of the annual CIP opportunity for the NEOs.

  51. 2024 Funding Levels for Financial and Safety Objectives

    | Objectives | Weighting | Funding Level (rounded to the nearest 10th) | Weighted Funding Level | Target Bonus Opportunity | Payout (rounded to the nearest dollar) | | Financial Objectives | 70% | 120.6% | 84.4% | $1,050,000 | $1,266,605 | | Safety Objectives | 10% | 118.0% | 11.8% | $150,000 | $177,000 | | Personal Objectives | 20% | 160.0% | 32.0% | $300,000 | $480,000 | | Total | 100% | | 128.2% | $1,500,000 | $1,923,605 |

  52. 2024 Funding Levels for Financial and Safety Objectives

    | Named Executive Officer | Objectives | Weighting | Funding Level (rounded to the nearest 10th) | Weighted Funding Level | Target Bonus Opportunity | Payout (rounded to nearest dollar) | | Earl R. Ellis | Financial Objectives | 70% | 120.6% | 84.4% | $551,250 | $664,967 | | | Safety Objectives | 10% | 118.0% | 11.8% | $78,750 | $92,925 | | | Personal Objectives | 20% | 125.0% | 25.0% | $157,500 | $196,875 | | | Total | 100% | | 121.2% | $787,500 | $954,767 | | Rene Jacobsen | Financial Objectives | 70% | 120.6% | 84.4% | $612,500 | $738,853 | | | Safety Objectives | 10% | 118.0% | 11.8% | $87,500 | $103,250 | | | Personal Objectives | 20% | 200.0% | 40.0% | $175,000 | $350,000 | | | Total | 100% | | 136.2% | $875,000 | $1,192,103 | | Andrea R Newborn | Financial Objectives | 70% | 120.6% | 84.4% | $281,750 | $339,872 | | | Safety Objectives | 10% | 118.0% | 11.8% | $40,250 | $47,495 | | | Personal Objectives | 20% | 200.0% | 40.0% | $80,500 | $161,000 | | | Total | 100% | | 136.2% | $402,500 | $548,367 | | Raύl Valentín | Financial Objectives | 70% | 120.6% | 84.4% | $245,000 | $295,541 | | | Safety Objectives | 10% | 118.0% | 11.8% | $35,000 | $41,300 | | | Personal Objectives | 20% | 175.0% | 35.0% | $70,000 | $122,500 | | | Total | 100% | | 131.2% | $350,000 | $459,341 | | Joshua H. Feinberg(1) | Financial Objectives | 70% | 120.6% | 84.4% | $525,000 | $633,302 | | | Safety Objectives | 10% | 118.0% | 11.8% | $75,000 | $88,500 | | | Personal Objectives | 20% | 100.0% | 20.0% | $150,000 | $150,000 | | | Total | 100% | | 116.2% | $750,000 | $871,802 |

  53. Equity Incentive Compensation

    Equity Incentive Compensation Annual Equity Awards The Committee believes that a long-term incentive program motivates and rewards our executive officers for their contributions to our Company’s performance and serves to align long-term compensation with the performance of Company stock. In fiscal year 2024, the Committee approved a long-term compensation program for our NEOs which included equity awards allocated among (i) time-based RSUs (40% of total equity grant at target), which vest ratably over a three-year period, and (ii) PSs with a TSR-modifier (“2024-2026 TSR-Modified Performance Shares”) (60% of total equity grant at target), which are based on Company financial metrics, M&A adjusted EBITDA (as originally approved by the Committee on the grant date) (“M&A adjusted EBITDA”) (75% weighting) and adjusted revenue (25% weighting) (the definitions for such metrics are set forth in Appendix C). Such 2024-2026 TSR-Modified Performance Shares will vest, if earned, based on the average funding of three, one-year performance periods (November 1, 2023 – October 31, 2024; November 1, 2024 – October 31, 2025; and November 1, 2025 – October 31, 2026). The payout for year one will be based on performance against the Company’s budget, with years two and three based on actual year over year growth versus targets calculated using an established standard growth rate set at the beginning of the three-year performance period. Possible funding levels of financial metrics are 0% to 200%, subject to modification via a multiplier on a scale of 80% to 120% of the earned award based on the Company’s TSR performance relative to the S&P Composite 1500 Commercial Services & Supplies Index over the three-year performance period from November 1, 2023 to October 31, 2026. Possible payouts for the 2024-2026 TSR-Modified Performance Shares range from 0% to 240% of target based on achievement of the Company financial metric goals (as adjusted by the TSR-modifier). Possible award funding levels for the 2024-2026 TSR-Modified Performance Shares as to the financial metrics are set forth in the following table.

  54. Equity Incentive Compensation

    | | | ____________________________________________________________________________________ |

  55. Equity Incentive Compensation

    | Performance Level | % Achievement for Each Company Financial Metric | Award Funding % | | Maximum | ≥ 135 | 200 | | | ≥ 125 | 150 | | | ≥ 115 | 125 | | Target | ≥ 95 - 105 | 100 | | | ≥ 90 | 85 | | Threshold | ≥ 75 | 50 | | | < 75 | 0 |

  56. Equity Incentive Compensation

    Possible TSR-Modification levels for the 2024-2026 TSR-Modified Performance Shares are set forth below. The modification percentage will be multiplied by the weighted payout results from the Company financial metrics to determine the final award payouts.

  57. 2024-2026 TSR Performance Share Table

    2024-2026 TSR Performance Share Table

  58. 2024-2026 TSR Performance Share Table

    | | ABM Three-Year Percentile Ranking | Modification Percentage Applies to Shares Earned | | Threshold | 25th Percentile | 80% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 120% |

  59. 2024-2026 TSR Performance Share Table

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

  60. Fiscal Year 2024 Equity Awards*

    Fiscal Year 2024 Equity Awards*

  61. Fiscal Year 2024 Equity Awards*

    | | 2024-2026 TSR-Modified Performance Shares | | 2024 Annual RSU | | One-Time Special RSU | | | | Named Executive Officer | Number Granted (at target) | Grant Date Value per Share(1) ($) | Number Granted | Grant Date Value per Share(2) ($) | Number Granted | Grant Date Value per Share(2) ($) | Aggregate Value of Equity Awards (at target) ($) | | Scott Salmirs | 77,975 | 44.24 | 54,592 | 42.13 | | | 5,749,575 | | Earl R. Ellis | 21,358 | 44.24 | 14,953 | 42.13 | | | 1,574,848 | | Rene Jacobsen(3) | 28,477 | 44.24 | 19,938 | 42.13 | 35,604 | 42.13 | 3,599,807 | | Andrea R. Newborn | 15,595 | 44.24 | 10,918 | 42.13 | | | 1,149,898 | | Raύl Valentín | 11,865 | 44.24 | 8,307 | 42.13 | | | 874,882 | | Joshua H. Feinberg | 20,341 | 44.24 | 14,241 | 42.13 | | | 1,499,859 |

  62. Fiscal Year 2024 Equity Awards*

    *The Company does not publicly disclose its specific targets applicable to equity compensation programs until after the performance period is over, including specific target goals for financial metrics comprised of M&A adjusted EBITDA and adjusted revenue due to potential competitive harm. The Committee has set performance goals that it believes are challenging, but attainable, with significant effort on the part of the Company. Please see Appendix C for a discussion regarding how these measures are calculated from the Company’s financial statements. For additional information on our NEOs’ fiscal year 2024 equity awards, please see “Grants of Plan-Based Awards During Fiscal Year 2024.” (1) The grant date fair value of the PSs was calculated in accordance with ASC Topic 718 using a Monte Carlo simulation that used various assumptions including an expected term based on the period from the grant date to October 31, 2026 the last day of the performance period, an expected volatility of 32.99% and a risk-free interest rate of 4.10%. (2) The grant date fair value of the RSUs represents the closing price per share of ABM common stock on the grant date. On January 8, 2024, the Compensation Committee approved a grant of RSUs to Mr. Jacobson with a value of approximately $1.5 million. The Committee believed this award was appropriate to recognize Mr. Jacobson’s significant contributions to the Company,

  63. Fiscal Year 2024 Equity Awards*

    | | | ____________________________________________________________________________________ |

  64. Fiscal Year 2024 Equity Awards*

    while at the same time providing additional retention to Mr. Jacobson during the Company’s critical transformation period. The award will vest in full on the second anniversary of the grant date. 2022-2024 Performance Share Overview In fiscal year 2022, we granted PSs with a TSR-modifier (“2022-2024 TSR-Modified Performance Shares”), which could be earned, if at all, based on Company financial metrics comprised of M&A adjusted EBITDA (75% weighting) and organic revenue (25% weighting) (reconciliations for such metrics are set forth in Appendix C). The 2022-2024 TSR-Modified Performance Shares earned were calculated at the end of the three-year period (November 1, 2021 to October 31, 2024) based on the average funding of three, one-year performance periods (November 1, 2021 – October 31, 2022; November 1, 2022 – October 31, 2023; and November 1, 2023 – October 31, 2024). Performance is measured annually for each performance measure and the payout is determined at the end of the three-year period. The goals associated with the first year of the performance period are based on the Company's budget and the performance goals for years two and three are based on pre-determined growth rates over prior year performance as established at the beginning of the performance period. The final payout based on Company financial metrics was subject to modification via a multiplier on a scale of 80% to 120% of the earned award based on the Company’s TSR performance relative to the S&P Composite 1500 Commercial Services & Supplies Index over the three-year performance period. Possible payouts for the 2022-2024 TSR-Modified Performance Shares ranged from 0-240% of target based on achievement of the Company financial metric goals (as adjusted by the TSR-modifier, as set forth in the tables below). Award funding levels for the 2022-2024 TSR-Modified Performance Shares as to the financial metrics are set forth in the following table. The achievement levels are measured against budgeted performance in year one and against the pre-determined growth rates in years two and three.

  65. Fiscal Year 2024 Equity Awards*

    | Performance Level | % Achievement for Each Company Financial Metric | Award Funding % | | Maximum | ≥ 135 | 200 | | | ≥ 125 | 150 | | | ≥ 115 | 125 | | Target | ≥ 95 — 105 | 100 | | | ≥ 90 | 85 | | Threshold | ≥ 75 | 50 | | | < 75 | 0 |

  66. Fiscal Year 2024 Equity Awards*

    | | | ____________________________________________________________________________________ |

  67. Fiscal Year 2024 Equity Awards*

    Results of 2022-2024 TSR-Modified Performance Share Program The following table summarizes the 2022-2024 TSR-Modified Performance Share Program results based on Company financial metrics.

  68. Results of 2022-2024 TSR-Modified Performance Share Program

    Results of 2022-2024 TSR-Modified Performance Share Program

  69. Results of 2022-2024 TSR-Modified Performance Share Program

    | Metric | Weight | Year | Threshold | Target | Maximum | 2022-2024 Results | Funding Level | | M&A Adjusted EBITDA(1) | 75% | 2022 | $362.0M | $482.0M | $651.0M | 2022: $492.3M | 100% | | | | 2023 | 3.0% growth over prior year actual | 4.0% growth over prior year actual | 5.4% growth over prior year actual | 2023:3.7% growth | 90% | | | | 2024 | | | | 2024: -13.3% growth | 0% | | | | | | | | 3 Year Average | 63% | | Organic Revenue(1) | 25% | 2022 | $5.624B | $7.498B | $10.122B | 2022: $7.751B | 100% | | | | 2023 | 1.875% growth over prior year actual | 2.5% growth over prior year actual | 3.4% growth over prior year actual | 2023: 2.2% growth | 76% | | | | 2024 | | | | 2024: 0.8% growth | 0% | | | | | | | | 3 Year Average | 59% | | Total Three Year Weighted Average Payout | | | | | | | 62% |

  70. Results of 2022-2024 TSR-Modified Performance Share Program

    (1) M&A Adjusted EBITDA and Organic Revenue are non-GAAP financial measures. A description of how these measures are calculated from ABM’s financial statements is set forth in Appendix C to this Proxy Statement. Modification of 2022-2024 PS Awards Based on Relative TSR-Performance TSR-Modification levels for the 2022-2024 TSR-Modified Performance Shares are set forth below. The modification percentage is multiplied by the weighted payout results from the Company financial metrics to determine the final award payouts.

  71. 2022-2024 TSR Performance Share Modification Potential

    2022-2024 TSR Performance Share Modification Potential

  72. 2022-2024 TSR Performance Share Modification Potential

    | | ABM Three-Year Percentile Ranking | Modification Percentage Applies to Shares Earned | | Threshold | 25th Percentile | 80% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 120% |

  73. 2022-2024 TSR Performance Share Modification Potential

    | | | ____________________________________________________________________________________ |

  74. 2022-2024 TSR Performance Share Modification Potential

    | 2022-2024 TSR Performance Share Table | | | | | ABM Three-Year Percentile Ranking vs. S&P Composite 1500 Commercial Services & Supply Index | 25th Percentile | 50th Percentile | 75th Percentile | | Modification Level Applied to Shares Earned | 80% | 100% | 120% | | ABM Three-Year TSR Performance | 48th Percentile | | | | Total Three-Year Weighted Average Payout (from Results of 2022-2024 TSR-Modified Performance Share Program table above) | 62% | | | | Modification Percentage Applied to ABM TSR Performance Shares | 98% | | | | Final Payout of 2022-2024 TSR Performance Shares after Modifier | 61% | | |

  75. 2022-2024 TSR Performance Share Modification Potential

    For the three-year performance period, the Company’s TSR performance ranked in the 48th percentile of the S&P Composite 1500 Commercial Services & Supplies Index, resulting in a modification under the 2022-2024 TSR-Modified Performance Shares of 98%. Applying this multiplier to the Company’s weighted payout results based on Company financial metrics (62%) resulted in a final payout for the 2022-2024 TSR-Modified Performance Shares at 61% of target.

  76. 2022-2024 TSR Performance Share Modification Potential

    | Named Executive Officer | 2022-2024 TSR Performance Shares (Target)(1) | 2024-2024 TSR Performance Shares (Earned)(1) | | Scott Salmirs | 93,609 | 57,101 | | Earl R. Ellis | 21,444 | 13,081 | | Rene Jacobsen | 35,721 | 21,802 | | Andrea R. Newborn | 18,722 | 11,420 | | Raύl Valentín | 7,233 | 4,412 | | Joshua H. Feinberg | 17,868 | 10,899 |

  77. 2022-2024 TSR Performance Share Modification Potential

    (1) Includes dividend equivalent units accrued on earned shares as of January 8, 2025.

  78. Employment and Change-in-Control Agreements

    Employment and Change-in-Control Agreements Each of our NEOs has entered into an employment agreement with the Company. The form of agreement reflects an “at-will” employment relationship, while at the same time affording some income security by specifying certain severance payments upon involuntary or constructive termination. Under the terms of these employment agreements, an executive whose employment is terminated without cause by the Company, or who resigns for “good reason” (as such terms are defined in the NEOs’ respective employment agreements), will be entitled to receive a multiple (2.5 for Mr. Salmirs; 2.0 for Messrs. Ellis, Jacobsen, Valentín, and Feinberg, and Ms. Newborn) of the sum of his or her base salary and target bonus, as well as a prorated portion of his or her annual bonus for the year of termination and 18 months of health insurance reimbursements. If Messrs. Salmirs, Ellis, Jacobsen, or Valentín voluntarily leaves the Company at age 60 or older with 10 years of service their equity awards granted after the effective date of the employment agreement but at least one year prior to such retirement will continue to vest, in accordance with the terms of those awards. These employment agreements also provide that following termination of employment for any reason, the officer will refrain from competing with, or soliciting the employees or customers of, the Company for one year following the termination of employment. Ms. Newborn retired from the Company effective February 1, 2025, and will not receive any severance benefits under her employment agreement in connection with her retirement. Mr. Feinberg was terminated without cause by the Company and became entitled to certain payments and benefits as described under “Potential Post-Employment Payments.” In order to assure continuity of ABM’s senior management in the event of a potential change-in-control of the Company, ABM provides our NEOs with “double-trigger” severance benefits should their employment with ABM be terminated following a change in control. The current change-in-control agreements provide double-trigger severance benefits if the officer is terminated without cause, or resigns for “good reason,” within two years following a change-in-control. These benefits consist of a lump-sum payment equal to a multiple (3.0 for Mr. Salmirs; 2.5 for Messrs. Ellis, Jacobsen, Valentín,

  79. Employment and Change-in-Control Agreements

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  80. Employment and Change-in-Control Agreements

    and Feinberg, and Ms. Newborn) of the sum of his or her base salary and target bonus; a lump-sum payment equal to the present value of health and welfare benefits for 18 months; and accelerated vesting of equity awards. There are no excise tax gross-ups under the change-in-control agreements. Instead, any such payments and benefits are subject to reduction in order to avoid the application of the excise tax on “excess parachute payments” under the Internal Revenue Code, but generally only if the reduction would increase the net after-tax amount received by the officer. Ms. Newborn’s and Mr. Feinberg’s change-in-control agreements terminated, by their terms, upon each of them ceasing to be full-time employees of the Company. For a summary of the executives’ employment and change-in-control agreements in effect during fiscal year 2024, see “Potential Payments Upon Termination or Change-in-Control.”

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

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

  82. 2024, 2023 and 2022 Summary Compensation Table

    | | | Salary | Stock Awards(1) | Non-equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | | Scott Salmirs | 2024 | 1,000,000 | 5,749,575 | 1,923,605 | 13,800 | 8,686,980 | | President and | 2023 | 1,000,000 | 5,750,227 | 1,482,375 | 21,000 | 8,253,602 | | Chief Executive Officer | 2022 | 1,000,000 | 5,499,957 | 1,824,600 | 12,200 | 8,336,757 | | Earl R. Ellis | 2024 | 630,000 | 1,574,848 | 954,767 | 13,800 | 3,173,415 | | Executive Vice President | 2023 | 630,000 | 1,575,033 | 772,341 | 21,553 | 2,998,927 | | and Chief Financial Officer | 2022 | 630,000 | 1,259,950 | 946,103 | 16,800 | 2,852,853 | | Rene Jacobsen | 2024 | 700,000 | 3,599,807 | 1,192,103 | 26,160 | 5,518,070 | | Executive Vice President and | 2023 | 700,000 | 2,100,058 | 858,156 | 24,560 | 3,682,774 | | Chief Operating Officer | 2022 | 700,000 | 2,099,950 | 1,064,350 | 24,288 | 3,888,588 | | Andrea R. Newborn | 2024 | 575,000 | 1,149,898 | 548,367 | 13,800 | 2,287,065 | | Former Executive Vice President, General | 2023 | 575,000 | 1,150,036 | 403,808 | 13,200 | 2,142,044 | | Counsel and Corporate Secretary | 2022 | 550,000 | 1,099,974 | 468,314 | 12,200 | 2,130,488 | | Raύl Valentín(4) | 2024 | 495,833 | 874,882 | 459,341 | 13,800 | 1,843,856 | | Executive Vice President and | | | | | | | | Chief Human Resources Officer | | | | | | | | Joshua H. Feinberg(5) | 2024 | 600,000 | 1,499,859 | 0 | 3,571,802 | 5,671,661 | | Former Executive Vice President and Chief | 2023 | 600,000 | 1,500,022 | 724,313 | 0 | 2,824,335 | | Strategy and Transformation Officer | 2022 | 575,000 | 1,149,951 | 863,506 | 0 | 2,588,457 |

  83. Grants of Plan-Based Awards During Fiscal Year 2024

    Grants of Plan-Based Awards During Fiscal Year 2024

  84. Grants of Plan-Based Awards During Fiscal Year 2024

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) ($) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) (#) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Scott Salmirs | n/a | 318,750 | 1,500,000 | 3,000,000 | | | | | | | | 1/9/2024 | | | | 31,190 | 77,795 | 187,140 | | 3,449,614 | | | 1/9/2024 | | | | | | | 54,592 | 2,299,961 | | Earl R. Ellis | n/a | 167,344 | 787,500 | 1,575,000 | | | | | | | | 1/9/2024 | | | | 8,543 | 21,358 | 51,259 | | 944,878 | | | 1/9/2024 | | | | | | | 14,953 | 629,970 | | Rene Jacobsen | n/a | 185,938 | 875,000 | 1,750,000 | | | | | | | | 1/9/2024 | | | | 11,391 | 28,477 | 68,345 | | 1,259,822 | | | 1/9/2024 | | | | | | | 19,938 | 839,988 | | | 1/9/2024 | | | | | | | 35,604 | 1,499,997 | | Andrea R. Newborn | n/a | 85,531 | 402,500 | 805,000 | | | | | | | | 1/9/2024 | | | | 6,238 | 15,595 | 37,428 | | 689,923 | | | 1/9/2024 | | | | | | | 10,918 | 459,975 | | Raύl Valentín | n/a | 74,375 | 350,000 | 700,000 | | | | | | | | 1/9/2024 | | | | 4,746 | 11,865 | 28,476 | | 524,908 | | | 1/9/2024 | | | | | | | 8,307 | 349,974 | | Joshua H. Feinberg(5) | n/a | 159,375 | 750,000 | 1,500,000 | | | | | | | | 1/9/2024 | | | | 8,136 | 20,341 | 48,818 | | 899,886 | | | 1/9/2024 | | | | | | | 14,241 | 599,973 |

  85. Grants of Plan-Based Awards During Fiscal Year 2024

    (1) Includes the annual cash incentive opportunity for fiscal year 2024 under the CIP. Actual payments made for fiscal year 2024 are reported in the “Summary Compensation Table” in the “Non-equity Incentive Plan Compensation” column. For additional information regarding these awards, see the “Compensation Discussion and Analysis” section of this Proxy Statement. (2) Includes 2024-2026 TSR-Modified Performance Shares that were awarded in fiscal year 2024 under the 2021 Equity and Incentive Compensation Plan. For additional information regarding these awards, see the “Compensation Discussion and Analysis” section of this Proxy Statement. (3) Includes RSUs granted under the 2021 Equity and Incentive Compensation Plan in fiscal year 2024. For additional information regarding these awards, see the “Compensation Discussion and Analysis” section of this Proxy Statement. (4) Computed in accordance with FASB ASC Topic No. 718, excluding the effect of estimated forfeitures, based on target levels of achievement (the most probable outcome), in the case of the PSs. A discussion of assumptions used in calculating these values may be found in Note 15, “Share-Based Compensation Plans,” in the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024. Mr. Feinberg was terminated from the Company effective October 31, 2024. Pursuant to his Separation Agreement, he forfeited all 2024 PS and RSU grants as of such date.

  86. Grants of Plan-Based Awards During Fiscal Year 2024

    | | | ____________________________________________________________________________________ |

  87. Grants of Plan-Based Awards During Fiscal Year 2024

    The following table shows the outstanding equity awards held by our NEOs at October 31, 2024

  88. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  89. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | | | | Name | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Scott Salmirs | 1/7/2022 | 11,299(2) | 599,531 | | | | | 1/7/2022 | 93,222(3) | 4,946,352 | | | | | 1/10/2023 | 21,443(2) | 1,137,783 | 88,496(4) | 4,695,578 | | | 1/9/2024 | 55,101(2) | 2,923,683 | 78,703(5) | 4,175,964 | | Earl R. Ellis | 1/7/2022 | 2,588(2) | 137,321 | | | | | 1/7/2022 | 21,355(3) | 1,133,118 | | | | | 1/10/2023 | 5,873(2) | 311,635 | 24,240(4) | 1,286,170 | | | 1/9/2024 | 15,093(2) | 800,810 | 21,557(5) | 1,143,831 | | Rene Jacobsen | 1/7/2022 | 4,314(2) | 228,886 | | | | | 1/7/2022 | 35,593(3) | 1,888,586 | | | | | 1/10/2023 | 7,831(2) | 415,531 | 32,320(4) | 1,714,876 | | | 1/9/2024 | 20,124(2) | 1,067,783 | 28,743(5) | 1,525,090 | | | 1/9/2024 | 35,936(6) | 1,906,778 | | | | Andrea Newborn | 1/7/2022 | 2,259(2) | 119,885 | | | | | 1/7/2022 | 18,644(3) | 989,259 | | | | | 1/10/2023 | 4,289(2) | 227,556 | 17,699(4) | 939,116 | | | 1/9/2024 | 11,020(2) | 584,715 | 15,741(5) | 835,193 | | Raύl Valentín | 1/7/2022 | 873(2) | 46,297 | | | | | 1/7/2022 | 7,203(3) | 382,214 | | | | | 1/10/2023 | 2,656(2) | 140,941 | 10,966(4) | 581,834 | | | 1/9/2024 | 8,385(2) | 444,883 | 11,976(5) | 635,432 | | Joshua H. Feinberg(7) | 1/7/2022 | 17,868(3) | 948,056 | | | | | 1/10/2023 | | | 13,468(4) | 714,588 |

  90. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Amounts shown are based on $53.06 per share, the closing price per share of ABM common stock on October 31, 2024. (2) RSUs. One-third of the RSUs vest on the first, second and third anniversary of the grant date. When cash dividends are paid on ABM common stock, DEUs are credited and converted into additional RSUs, subject to the same terms and conditions (including vesting) as the underlying RSUs. The number of RSUs shown includes the dividend equivalents through October 31, 2024. (3) 2022-2024 TSR-Performance Shares (Earned). Amounts shown include 2022-2024 TSR-Performance Shares that have been “earned” (i.e., the relevant performance period has ended) but remained unvested as of October 31, 2024. 2022-2024 TSR-Performance Shares vested, to the extent earned, on January 8, 2025, when the Committee certified achievement of the goals and payment. The number of PSs shown includes the dividend equivalents through October 31, 2024. (4) 2023-2025 TSR-Modified Performance Shares (Unearned) – On January 10, 2023, 2023-2025 TSR-Modified Performance Shares were granted. Such 2023-2025 TSR-Modified Performance Shares will vest, to the extent earned, on January 10, 2026. The number of PSs are shown at target and include the dividend equivalents through October 31, 2024. (5) 2024-2026 TSR-Modified Performance Shares (Unearned) – On January 9, 2024, 2024-2026 TSR-Modified Performance Shares were granted. Such 2024-2026 TSR-Modified Performance Shares will vest, to the extent earned, on January 9, 2027. The number of PSs are shown at target and include the dividend equivalents through October 31, 2024. (6) RSUs. Mr. Jacobsen’s one-time RSU award vests 100% on the second anniversary of the grant date. When cash dividends are paid on ABM common stock, DEUs are credited and converted into additional RSUs, subject to the same terms and conditions (including vesting) as the underlying RSUs. The number of RSUs shown includes the dividend equivalents through October 31, 2024. Mr. Feinberg’s Performance Share awards have been prorated pursuant to the 2021 Equity and Incentive Compensation Plan and will vest according to the award terms. RSUs have been forfeited pursuant to the 2021 Equity and Incentive Compensation Plan.

  91. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | ____________________________________________________________________________________ |

  92. Outstanding Equity Awards at 2024 Fiscal Year-End

    The following table shows the amounts realized upon exercise of stock options and value received upon vesting in fiscal year 2024 of stock awards previously awarded.

  93. Option Exercises and Stock Vested in Fiscal Year 2024

    Option Exercises and Stock Vested in Fiscal Year 2024

  94. Option Exercises and Stock Vested in Fiscal Year 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Scott Salmirs | 111,256 | 4,734,359 | | Earl R. Ellis | 50,036 | 2,186,285 | | Rene Jacobsen | 32,224 | 1,371,334 | | Andrea R. Newborn | 20,167 | 858,225 | | Raύl Valentín | 5,826 | 248,089 | | Joshua H. Feinberg | 48,627 | 2,133,530 |

  95. Option Exercises and Stock Vested in Fiscal Year 2024

    (1) Amount is based on the closing price per share of ABM common stock on the date of vesting, multiplied by the number of gross shares acquired upon vesting. The following table and accompanying footnotes and narrative describe benefits to the NEOs under the Employee Deferred Compensation Plan.

  96. Nonqualified Deferred Compensation in Fiscal Year 2024

    Nonqualified Deferred Compensation in Fiscal Year 2024

  97. Nonqualified Deferred Compensation in Fiscal Year 2024

    | Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | ABM Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year ($) | | Scott Salmirs | ABM Deferred Cash Compensation Plan | 0 | 0 | 200,311 | 0 | 3,784,778(3) | | | ABM Deferred Compensation Program for Employees (Equity Deferral) | 0 | 0 | 0 | 0 | 3,131,230(4) | | Earl R. Ellis | | 0 | 0 | 0 | 0 | 0 | | Rene Jacobsen | ABM Deferred Cash Compensation Plan | 134,816(1) | 0 | 27,107 | 0 | 575,927(3) | | Andrea R. Newborn | | 0 | 0 | 0 | 0 | 0 | | Raύl Valentín | | 0 | 0 | 0 | 0 | 0 | | Joshua H. Feinberg | | 0 | 0 | 0 | 0 | 0 |

  98. Nonqualified Deferred Compensation in Fiscal Year 2024

    (1) Cash deferrals under the ABM Deferred Compensation Plan are included in the “Salary” and “Non-equity Incentive Plan Compensation” columns of the Summary Compensation Table for Mr. Jacobsen. (2) Includes interest earned on cash deferrals under the ABM Deferred Compensation Plan. The interest rate in fiscal year 2024 averaged 5.48%. These amounts were not required to be included in the Summary Compensation Table because they are not above market. Also includes DEUs credited with respect to all deferred RSUs outstanding, which are included in “All Other Compensation” in the Summary Compensation Table. Includes amounts included in the Nonqualified Deferred Compensation Table for prior years plus any interest earned in fiscal year 2024.

  99. Nonqualified Deferred Compensation in Fiscal Year 2024

    | | | ____________________________________________________________________________________ |

  100. Nonqualified Deferred Compensation in Fiscal Year 2024

    | Name | Amount Previously Reported ($) | | Scott Salmirs | 3,584,467 | | Earl R. Ellis | 0 | | Joshua H. Feinberg | 0 | | Rene Jacobsen | 414,004 | | Andrea R. Newborn | 0 | | Raul Valentin | 0 |

  101. Nonqualified Deferred Compensation in Fiscal Year 2024

    Includes fiscal year-end value of RSUs deferred in prior years (59,013 for Mr. Salmirs); also includes dividend equivalents credited in 2024 with respect to such deferred RSUs. These values are calculated using the October 31, 2024 closing price of $53.06 per share. These deferred grants are included in the “Stock Awards” column in the fiscal year 2017 and fiscal year 2018 Summary Compensation Tables. ABM’s Deferred Compensation Plan is an unfunded deferred compensation plan available to the NEOs and other employees whose annualized base salary exceeds $175,000. A trust agreement was put into place in January 2011 to provide that, in the event of a “change-in-control” as defined in the plan, the trust will be funded in an amount necessary to cover liabilities under the plan. The ABM Deferred Compensation Plan allows participants to make pretax contributions from 1% to 50% of their compensation, including base pay and bonuses. Elections to defer base salary must be made no later than December 31 of the year preceding the year in which deferral begins. Elections to defer performance-based bonuses must be made no later than six months prior to the end of the applicable performance period. Executives may elect to receive distributions from the ABM Deferred Compensation Plan following termination of employment or on specified in-service distribution dates. Distributions may be made in a single lump sum, four annual installments or 10 annual installments, based on earlier elections made in accordance with the plan provisions. In addition, if a participant wants to change his or her distribution, the change cannot be effective for at least 12 months, and the date of payment must be at least five years after the previously scheduled date of distribution. The ABM Deferred Compensation Plan also permits hardship distributions. Deferred amounts earn interest equal to the prime interest rate on the last day of the calendar quarter up to 6%. If the prime rate exceeds 6%, the interest rate is equal to 6% plus one-half of the excess prime rate over 6%. The interest rate is subject to a cap equal to 120% of the long-term applicable federal rate, compounded quarterly. Certain executives may also elect to defer receipt of RSUs. Elections to defer receipt of RSUs must be made no later than December 31 of the year preceding the year in which any RSUs may be granted. The plan allows participants to defer up to 100% of their RSUs, and receive distributions in a lump sum, four annual installments or 10 annual installments, based on earlier elections made in accordance with plan provisions.

  102. Potential Payments upon Qualifying Terminations of Employment

    Potential Payments upon Qualifying Terminations of Employment

  103. Potential Payments upon Retirement

    Potential Payments upon Retirement The following table estimates potential payments for our NEOs if the NEO had retired or, if applicable, resigned from employment with ABM effective October 31, 2024. All amounts shown are lump-sum payments, unless otherwise noted.

  104. Potential Payments upon Retirement

    | Name | Health Benefit Payments ($) | Equity-Based Grants That Vest Upon Retirement(1) ($) | Total(2) ($) | | Scott Salmirs | -- | 11,379,244 | 11,379,244 | | Earl R. Ellis | -- | 0 | 0 | | Rene Jacobsen | -- | 4,247,879 | 4,247,879 | | Raύl Valentín | -- | 847,812 | 847,812 |

  105. Potential Payments upon Retirement

    (1) Under the terms of their respective employment and equity award agreements, certain equity awards for Messrs. Salmirs and Jacobsen would continue to vest upon their retirement (subject to their compliance with certain restrictive covenants, including confidentiality, non-solicitation, and non-competition). Under the terms of his award agreements, certain awards would be prorated for Mr. Valentín, with the RSUs vested upon retirement and the PSs upon the actual vest date. The values represented were calculated using $53.06 per share, the closing price per share of ABM common stock on October 31, 2024, multiplied by the applicable number of shares relating to the equity awards (at a target award level in the case of the PSs). (2) Amounts do not include the aggregate balance at fiscal year-end of nonqualified deferred compensation. These amounts are reflected in the above table captioned “Nonqualified Deferred Compensation in Fiscal Year 2024.” Amounts also do not include accrued but unused vacation pay and any accrued but unpaid base salary for employment through the retirement date. Under the terms of their respective employment and equity award agreements, any equity-based awards received by Messrs. Salmirs and Jacobsen would continue to vest in the event of their respective retirements, if they were granted at least one year prior to their respective retirement dates, on the originally scheduled vesting dates of the awards. Under the terms of the 2021 Equity and Incentive Compensation Plan, Mr. Valentín’s awards would be prorated to the retirement

  106. Potential Payments upon Retirement

    | | | ____________________________________________________________________________________ |

  107. Potential Payments upon Retirement

    date, if they were granted at least one year prior to his retirement date, with the RSUs vesting upon retirement and the PSs upon the originally scheduled vesting dates of the awards.

  108. Potential Payments upon Termination without Cause or Resignation for Good Reason

    Potential Payments upon Termination without Cause or Resignation for Good Reason The following table estimates potential payments for each NEO if the NEO’s employment with ABM had been terminated without cause or if the NEO resigned for good reason (outside of a change-in-control) effective October 31, 2024. All amounts are lump-sum payments, unless otherwise noted.

  109. Potential Payments upon Termination without Cause or Resignation for Good Reason

    | Name | Unpaid Bonus for 2024(1) ($) | Severance Payment(2) ($) | Company Portion of Medical Benefits(3) ($) | Equity Grants Vesting as a Result of Termination(4) ($) | Total(5) ($) | | Scott Salmirs | 1,500,000 | 6,250,000 | 18,624 | 11,379,244 | 19,147,868 | | Earl R. Ellis | 787,500 | 2,835,000 | 27,320 | 1,788,958 | 5,438,778 | | Rene Jacobsen | 875,000 | 3,150,000 | 27,768 | 4,247,879 | 8,300,647 | | Raύl Valentín | 350,000 | 1,700,000 | 27,320 | 1,151,285 | 3,228,605 |

  110. Potential Payments upon Termination without Cause or Resignation for Good Reason

    (1) Amount assumes target bonus at fiscal year-end 2024. (2) Multiple (2.5 for Mr. Salmirs; 2.0 for Messrs. Ellis, Jacobsen, and Valentín) of the sum of base salary and target bonus for the year in which the termination occurs. (3) The amount shown is the estimated cost for health and welfare benefits for an 18-month period for Messrs. Salmirs, Ellis, Jacobsen, and Valentín. (4) The value is based on $53.06 per share, the closing price per share of ABM common stock on October 31, 2024. The amount shown reflects PSs vesting at target value. (5) Amounts do not include the aggregate balance at fiscal year-end of nonqualified deferred compensation. These amounts are reflected in the above table captioned “Nonqualified Deferred Compensation in Fiscal Year 2024.” Amounts do not include accrued but unused vacation pay and any unpaid salary for employment through termination date. Under his employment agreement in effect during fiscal year 2024, Mr. Salmirs would receive 2.5 times the sum of his base salary and target cash incentive compensation, 18 months medical benefits coverage, his prorated cash bonus for the year of termination based on the Committee’s determination of actual performance following the end of the performance period, and any earned but unpaid cash bonus in respect of any completed fiscal year that has ended prior to the date of such termination if he is terminated without “cause”. Under the terms of their respective employment agreements in effect during fiscal year 2024, and in connection with a termination of employment by the Company without cause, Messrs. Ellis, Jacobsen, and Valentín would each receive 2.0 times the sum of base salary plus target cash incentive compensation, 18 months medical benefits coverage, prorated cash bonus for the year of termination based on the Committee’s determination of actual performance following the end of the performance period, and any earned but unpaid cash bonus in respect of any completed fiscal year that has ended prior to the date of such termination. Performance awards granted under the 2021 Equity and Incentive Compensation Plan generally vest pro rata (based on the number of months of services of the vesting period) in the event of a termination without cause at least one year after the grant date.

  111. Potential Payments upon Death or Disability

    Potential Payments upon Death or Disability The following table estimates potential payments for our NEOs if the NEO had been terminated due to death or disability on October 31, 2024. All amounts shown are lump-sum payments, unless otherwise noted.

  112. Potential Payments upon Death or Disability

    | Name | Unpaid Bonus for 2024(1) ($) | Health Benefit Payments ($) | Equity Grants Vesting(2) ($) | Total(3)(4) ($) | | Scott Salmirs | 1,500,000 | 0 | 18,478,891 | 19,978,891 | | Earl R. Ellis | 787,500 | 0 | 4,812,885 | 5,600,385 | | Rene Jacobsen | 875,000 | 0 | 8,747,530 | 9,622,530 | | Raύl Valentín | 350,000 | 0 | 2,231,600 | 2,581,600 |

  113. Potential Payments upon Death or Disability

    | | | ____________________________________________________________________________________ |

  114. Potential Payments upon Death or Disability

    The value is based on $53.06 per share, the closing price per share of ABM common stock on October 31, 2024. For PSs, amounts shown reflect vesting at target value. Amount reflects the partial vesting of equity grants, as a result of death or disability on October 31, 2024. (3) In addition, ABM provides accidental death and dismemberment insurance for each of the NEOs (with coverage equal to two times base salary, up to a maximum of $750,000), as well as $150,000 business travel insurance coverage. (4) Amounts do not include the aggregate balance at fiscal year-end of nonqualified deferred compensation. These amounts are reflected in the above tables captioned “Nonqualified Deferred Compensation in Fiscal Year 2024.” Equity grants under the 2021 Equity and Incentive Compensation Plan generally vest pro rata (based on the number of months of service over the vesting period) in the event of death or disability. Under the terms of their respective employment agreements in effect during fiscal year 2024, and in connection with a termination by reason of death or disability, Messrs. Salmirs, Ellis, Jacobsen, and Valentín would each receive any earned but unpaid cash bonus in respect of any completed fiscal year that has ended prior to the date of death or disability, a prorated target cash bonus based on the length of performance in the performance period, immediate vesting of any equity-based awards subject to time-based restrictions, and immediate vesting of any equity-based awards subject to performance restrictions, with such performance restrictions measured at the target level.

  115. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio In accordance with SEC rules, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of Mr. Salmirs, our CEO. The 2024 annual total compensation of Mr. Salmirs was $8,686,980; and the 2024 annual total compensation of the median compensated employee was $39,581 (in each case, with annual total compensation calculated in accordance with the SEC rules applicable to the Summary Compensation Table). The ratio of these amounts was 219:1. We believe the pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. Consistent with Instruction 2 to Item 402(u) of Regulation S-K, the applicable SEC rule, we may identify our median employee for purposes of providing pay ratio disclosure once every three years and calculate and disclose total compensation for that employee each year in the subsequent three-year period. In accordance with the rule, we have identified a new median employee for our 2024 pay ratio disclosure since it has been three years since our last identification process. The pay ratio analysis of our employee population was conducted with October 31, 2024 as the determination date to identify our median employee, which date was within the last three months of the most recently completed fiscal year. We changed the date from that used for our last pay ratio analysis (October 1, 2021) for purposes of including all employees who were serving as of the last day of our fiscal year. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  116. 2024 CEO Pay Ratio

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  117. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  118. Pay Versus Performance Table

    Pay Versus Performance Table

  119. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(1) (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ millions) | Adjusted Net Income(4) ($ millions) | | | | | | | Total Shareholder Return(3) | Peer Group Total Shareholder Return(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $8,686,980 | $11,631,629 | $3,698,813 | $3,971,054 | $160.78 | $200.65 | $81.4 | $226.4 | | 2023 | $8,253,602 | $5,335,253 | $2,912,020 | $2,089,755 | $119.83 | $145.35 | $251.3 | $231.9 | | 2022 | $8,336,757 | $8,902,035 | $2,865,096 | $2,965,287 | $132.79 | $129.03 | $230.4 | $245.5 | | 2021 | $7,556,634 | $13,980,283 | $2,895,786 | $3,692,270 | $128.94 | $139.99 | $126.3 | $240.1 |

  120. Pay Versus Performance Table

    (1) Scott Salmirs served as our principal executive officer (“PEO”) for the full fiscal year for each of 2024, 2023, 2022, and 2021. For fiscal year 2024, our non-PEO NEOs included Mr. Ellis, Mr. Feinberg, Mr. Jacobsen, Ms. Newborn, and Mr. Valentín. For fiscal years 2023 and 2022, our non-PEO named executive officers (“NEOs”) included Mr. Ellis, Mr. Feinberg, Mr. Jacobsen, and Ms. Newborn. For fiscal year 2021, our non-PEO NEOs included Mr. Ellis, Dean A. Chin, Mr. Feinberg, Mr. Jacobsen, and Ms. Newborn. (2) The dollar amounts in columns (c) and (e) represent the amount of “Compensation Actually Paid”, as computed in accordance with SEC rules. Compensation Actually Paid does not represent cash and/or equity value realized or paid to ABM’s PEO or NEOs, but rather is a value calculated under applicable SEC rules. For each of fiscal year 2024, 2023, 2022, and 2021, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: PEO SCT Total to Compensation Actually Paid Reconciliation

  121. Pay Versus Performance Table

    | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | SCT Total for PEO (column (b)) | $7,556,634 | $8,336,757 | $8,253,602 | $8,686,980 | | - Aggregate change in actuarial present value of pension benefits | $0 | $0 | $0 | $0 | | + Service cost of pension benefits | $0 | $0 | $0 | $0 | | + Prior service cost of pension benefits | $0 | $0 | $0 | $0 | | - SCT “Stock Awards” column value | $4,454,996 | $5,499,957 | $5,750,227 | $5,749,575 | | - SCT “Option Awards” column value | $0 | $0 | $0 | $0 | | + Fair Value at Fiscal Year-End of Equity Awards Granted in the Covered Fiscal Year That Were Outstanding and Unvested as of the Covered Fiscal Year-End | $4,819,970 | $5,910,698 | $4,650,057 | $7,360,856 | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Were Outstanding and Unvested as of the Covered Fiscal Year-End | $4,438,209 | ($39,367) | ($2,204,359) | $695,070 | | + Fair Value at Vesting Date of Equity Awards Granted and Vested in the Covered Fiscal Year | $0 | $0 | $0 | $0 | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Vested During the Covered Fiscal Year | $1,236,235 | ($205,505) | $176,327 | $341,598 | | - Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Vest During the Covered Fiscal Year | $0 | $0 | $0 | $0 | | + Dollar Value of Dividends or Other Earnings Paid Prior to the Vesting Date on Equity Awards During the Covered Fiscal Year | $384,231 | $399,409 | $209,853 | $296,700 | | + Excess Fair Value for Equity Award Modifications | $0 | $0 | $0 | $0 | | Compensation Actually Paid to PEO (column (c)) | $13,980,283 | $8,902,035 | $5,335,253 | $11,631,629 |

  122. Pay Versus Performance Table

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  123. Pay Versus Performance Table

    Non-PEO NEO Average SCT Total to Average Compensation Actually Paid Reconciliation

  124. Pay Versus Performance Table

    | Fiscal Year | 2021 | 2022 | 2023 | 2024 | | Average SCT Total for Non-PEO NEOs (column (d)) | $2,895,786 | $2,865,096 | $2,912,020 | $3,698,813 | | - Aggregate change in actuarial present value of pension benefits | $0 | $0 | $0 | $0 | | + Service cost of pension benefits | $0 | $0 | $0 | $0 | | + Prior service cost of pension benefits | $0 | $0 | $0 | $0 | | - SCT “Stock Awards” column value | $1,365,593 | $1,402,456 | $1,581,287 | $1,739,859 | | - SCT “Option Awards” column value | $0 | $0 | $0 | $0 | | + Fair Value at Fiscal Year-End of Equity Awards Granted in the Covered Fiscal Year That Were Outstanding and Unvested as of the Covered Fiscal Year-End | $1,502,347 | $1,507,193 | $1,278,745 | $1,837,163 | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Were Outstanding and Unvested as of the Covered Fiscal Year-End | $475,245 | ($19,548) | ($613,616) | $135,875 | | + Fair Value at Vesting Date of Equity Awards Granted and Vested in the Covered Fiscal Year | $0 | $0 | $0 | $0 | | +/- Change in Fair Value of Equity Awards Granted in Prior Fiscal Years That Vested During the Covered Fiscal Year | $120,555 | ($47,588) | $36,346 | $114,862 | | - Fair Value as of Prior Fiscal Year-End of Equity Awards Granted in Prior Fiscal Years That Failed to Vest During the Covered Fiscal Year | $0 | $0 | $0 | $142,775 | | + Dollar Value of Dividends or Other Earnings Paid Prior to the Vesting Date on Equity Awards During the Covered Fiscal Year | $63,930 | $62,590 | $57,547 | $66,975 | | + Excess Fair Value for Equity Award Modifications | $0 | $0 | $0 | $0 | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $3,692,270 | $2,965,287 | $2,089,755 | $3,971,054 |

  125. Pay Versus Performance Table

    (3) For each year, total shareholder return for the Company and the peer group was calculated as the yearly percentage change in cumulative total shareholder return based on a deemed fixed investment of $100 at market close on October 30, 2020 and in accordance with Items 201(e) and 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, the Peer Group for which Total Shareholder Return is provided in column (g) is the S&P Composite 1500 – Commercial Services and Supplies industry index (the “Peer Group”). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. (4) Adjusted Net Income is a non-GAAP measure. A reconciliation to the nearest GAAP measure, Net Income, is set forth in Appendix C.

  126. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons provide descriptions of the relationships between certain figures included in the Pay Versus Performance Table for each of 2024, 2023, 2022, and 2021, including: (a) a comparison between our cumulative total shareholder return and the total shareholder return of the Peer Group; and (b) comparisons between (i) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance Table.

  127. Pay Versus Performance Relationship Descriptions

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  128. Pay Versus Performance Relationship Descriptions

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