Art Garcia
ABM INDUSTRIES INC /DE/About Art A. Garcia
Independent director since 2017; age 63. Former EVP & CFO of Ryder System, Inc.; previously SVP, Controller & Chief Accounting Officer at Ryder and senior manager at Coopers & Lybrand. Serves as ABM’s Audit Committee Chair and is designated an Audit Committee Financial Expert; also a member of the Stakeholder & Enterprise Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryder System, Inc. | EVP & CFO | 2010–2019 | Senior finance leadership; capital allocation, risk, M&A |
| Ryder System, Inc. | SVP, Controller & Chief Accounting Officer | 2005–2010 | Accounting oversight; controls |
| Ryder System, Inc. | Senior Manager/Director roles (Accounting) | 1997–2005 | Corporate accounting leadership |
| Coopers & Lybrand LLP (Miami) | Senior Manager, Business Assurance | ~14 years pre-1997 | Audit and assurance expertise |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| Elanco Animal Health (NYSE: ELAN) | Director | 2019 | Audit; Finance & Oversight |
| American Electric Power (NASDAQ: AEP) | Director | 2019 | Audit Chair; Director & Corporate Governance; Finance; Policy |
| Raymond James Financial (NYSE: RJF) | Director | 2023 | Risk Committee |
Board Governance
- Committee memberships: Audit (Chair) and Stakeholder & Enterprise Risk; Audit Committee members are independent and financially literate; Garcia designated an Audit Committee Financial Expert .
- Independence: Governance Committee and Board affirm Garcia is independent under NYSE/SEC standards .
- Attendance: Board held 6 meetings; committees held 22; each director attended at least 94% of meetings; overall attendance 99% in FY2024 .
- Committee activity: Audit met 7x; Stakeholder & Enterprise Risk met 5x in FY2024 .
- Board leadership: Independent Chairman (Sudhakar Kesavan); separate CEO/Chair; regular executive sessions of independent directors .
- Overboarding policy: Other directors may serve on ≤4 public boards (incl. ABM); audit committee service on >3 public audit committees requires Board determination; all current members comply .
Fixed Compensation
| Element | 2024 Program Terms | Garcia 2024 Amount |
|---|---|---|
| Annual Board Cash Retainer | $90,000 (non-chair); Chairman $190,000 | Included in Fees |
| Annual Committee Member Cash Retainer | Audit $20,000; Compensation $12,500; Governance $12,500; Stakeholder & Enterprise Risk $12,500 | Included in Fees |
| Annual Committee Chair Additional Cash Retainer | Audit Chair $15,000; other chairs $10,000 | Included in Fees |
| Board/Committee Meeting Fees | None | N/A |
| Fees Earned or Paid in Cash (total) | — | $137,500 |
| All Other Compensation (incl. DEUs) | — | $22,839 |
| Total Cash and Other | — | $160,339 |
Performance Compensation
| Equity Component | Grant Details | Garcia 2024 Value |
|---|---|---|
| Annual Board RSU grant | $160,000; vests one year from grant; granted Jan 4, 2024; 3,695 RSUs at $43.30 | $159,993 (grant-date fair value) |
| Total Director Equity in 2024 | — | $159,993 |
Note: Non-employee director equity is time-based RSUs; there are no performance (revenue/EBITDA/TSR) metrics for director awards .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Public company boards | ELAN (Audit; Finance & Oversight), AEP (Audit Chair; multiple committees), RJF (Risk) |
| Potential interlocks/conflicts | ABM reports no related party transactions in FY2024; Governance Committee oversees a formal Related Party Transaction Policy . |
| Outside board limits compliance | Within ABM’s policy (≤4 boards including ABM; audit committee service threshold noted); all directors compliant . |
Expertise & Qualifications
- Financial/capital allocation, accounting, risk oversight, M&A; designated Audit Committee Financial Expert .
- End-market exposure (industrial/supply chain) and environmental/climate oversight experience .
Equity Ownership
| Holder | Beneficial Shares | Unvested/Deferred RSUs Outstanding | Percent of Class |
|---|---|---|---|
| Art A. Garcia | 4,988 | 25,706 (not scheduled to vest within 60 days of 2/1/2025) | <1% (based on 62,213,237 shares outstanding) |
| Policy alignment | Directors must hold ≥5x annual cash retainer within 5 years; all directors are at/above target or within window; hedging and pledging prohibited . |
Insider Trades and Section 16(a)
| Item | Date | Detail |
|---|---|---|
| Late Form 4 filing (administrative) | May 9, 2024 | One-day late Form 4 for dividend equivalent rights on RSUs; affected Garcia and other insiders . |
Governance Assessment
- Strengths: Independent Audit Chair with deep CFO/audit background; formal risk oversight across Audit and Stakeholder & Enterprise Risk; high attendance; robust anti-hedging/pledging and stock ownership policy; no related-party transactions; independent chair structure .
- Alignment: Balanced director pay with meaningful equity retainer ($159,993 RSUs) alongside cash retainers ($137,500), supporting ownership alignment .
- Potential watch items: Aggregate audit committee commitments across multiple public boards may increase time demands, though within ABM policy and attendance remains strong; minor late Form 4 (administrative) does not indicate misconduct .
- Investor signaling: Strong say-on-pay support (98% in March 2024) reflects positive governance sentiment broadly; board-wide independence and evaluations reinforce effectiveness .