Carol Clements
ABM INDUSTRIES INC /DE/About Carol Clements
Carol Clements is a technology and digital transformation executive with 25+ years of experience across aviation, hospitality, and consulting. She was elected to ABM’s Board on June 11, 2025 (board expanded from 10 to 11 seats); on September 3, 2025, she was appointed to the Stakeholder and Enterprise Risk (SER) Committee. She currently serves as Chief Digital & Technology Officer (CDTO) at JetBlue Airways and holds B.S. degrees in Management Science Engineering and Mathematics from Southern Methodist University
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JetBlue Airways | Chief Digital & Technology Officer | Not disclosed | Leads technology strategy and innovation; drives digital solutions for operational efficiency and customer experience |
| Yum! Brands (Pizza Hut) | CTO & GM, Pizza Hut Connect; CIO, Pizza Hut U.S. | Not disclosed | Oversaw e-commerce, delivery & in-restaurant tech; advanced data/analytics capabilities |
| Southwest Airlines | Senior technology leadership roles | Not disclosed | Launched All-New Rapid Rewards; led first international expansion from a technology perspective; modernized e-commerce and customer platforms |
| PwC | Principal Consultant | Not disclosed | Early career consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JetBlue Airways | Chief Digital & Technology Officer | Current | Full-time executive role while serving on ABM’s Board |
Board Governance
- Committee assignments: Stakeholder and Enterprise Risk (SER) Committee, effective September 3, 2025 .
- Election/board size: Elected June 11, 2025; board increased from 10 to 11 directors .
- Independence: ABM requires all members of Audit, Compensation, Governance, and SER committees to be independent; her SER appointment indicates Board determination of independence under NYSE/SEC rules .
- SER Committee remit (context for fit): Oversees enterprise risk management, social and environmental risks, and cybersecurity risk oversight (including tolerances and mitigation strategies) .
Fixed Compensation
ABM’s non-employee director pay program in effect for FY2024 (applies to newly elected directors on a pro-rated basis per 8‑K):
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Chairman: $190,000 |
| Annual Board Equity Retainer (RSUs) | $160,000 | Chairman: $220,000; vests 1 year from grant |
| Committee Member Cash Retainer | Audit: $20,000; Compensation: $12,500; Governance: $12,500; SER: $12,500 | No separate committee retainer for Chairman of the Board |
| Committee Chair Additional Cash Retainer | Audit Chair: $15,000; other Chairs: $10,000 | |
| Meeting Fees | None | |
| Pro-rated New Director Grant/Fees | Pro-rated RSU and applicable fees for Ms. Clements | As stated in 8-K upon election |
ABM granted 3,695 RSUs to each then-current non-employee director on Jan 4, 2024 (excluding Chairman) by dividing $160,000 by $43.30 (grant-date close). Chair received 5,080 RSUs ($220,000/$43.30) .
Performance Compensation
Directors do not receive performance-based equity at ABM (standard annual equity retainer is time-based RSUs, vesting after one year) .
- Metrics applicable to NEOs are not used for director pay; no director-specific performance metrics disclosed .
| Component | Metrics | Vesting/Terms |
|---|---|---|
| Annual Director RSUs | N/A (time-based) | Vest one year from grant |
Other Directorships & Interlocks
| Company | Role | Interlock/Relationship to ABM |
|---|---|---|
| None disclosed (public boards) | — | No other public company directorships disclosed in ABM’s materials at appointment time . |
| JetBlue Airways (external employment) | CDTO | ABM serves the aviation sector; no related-party transaction involving Ms. Clements is disclosed; monitor for potential conflicts if ABM/JBLU transactions arise . |
Expertise & Qualifications
- Technology, digital transformation, and cybersecurity orientation aligned with ABM’s emphasis on technology-enabled services and cybersecurity oversight .
- Notable achievements: Southwest’s All-New Rapid Rewards launch; led tech for Southwest’s first international expansion; modernization of e-commerce and customer platforms .
- Education: B.S. in Management Science Engineering and B.S. in Mathematics, Southern Methodist University .
Equity Ownership
| Date | Filing | Beneficial Ownership | Notes |
|---|---|---|---|
| June 18, 2025 (event 6/11/2025) | Form 3 | “No securities are beneficially owned.” | Initial Section 16 filing upon election . |
| Upon election | 8-K | Pro-rated RSU award and applicable fees to be paid | Amounts/grant details not specified in 8-K . |
Ownership alignment policies (apply to all directors):
- Stock ownership guideline: value ≥ 5x annual cash retainer within 5 years of becoming a director; hold 50% of net shares until in compliance .
- Anti-hedging and anti-pledging: directors prohibited from hedging or pledging ABM stock .
- Director Deferred Compensation Plan: cash retainers and RSUs may be deferred; cash balances credited quarterly at a prime-rate-based interest; RSU deferrals permitted .
Governance Assessment
- Positive signals
- Adds deep technology and digital transformation expertise to Board; aligns with ABM’s stated focus on smart building systems, AI-driven facility management, and cybersecurity oversight .
- Appointed to SER Committee, which oversees ERM, ESG, and cybersecurity risks—leveraging her domain strengths .
- Director pay structure is plain-vanilla (cash retainer + time-vested RSUs), with clear policies on ownership and prohibitions on hedging/pledging .
- Watch items / potential conflicts
- Ms. Clements is an active C-suite executive at JetBlue, an industry ABM serves (aviation). No related-party transactions are disclosed, but investors should monitor for potential conflicts if ABM and JetBlue enter or expand commercial relationships requiring recusal .
- Initial Form 3 showed no ABM share ownership; equity alignment will depend on timing/size of pro-rated RSU and subsequent holdings .
- Process/independence
- By policy, all SER Committee members are independent; her SER appointment indicates the Board’s independence determination under NYSE/SEC standards .
RED FLAGS: None disclosed. No director-level related-party transactions, option repricings, or hedging/pledging activity are identified for Ms. Clements in ABM disclosures. Continue to monitor for any ABM–JetBlue transactions which could necessitate recusals .
Appendix: Reference Policies/Context
- Outside board limits: ABM limits outside public boards; CEOs at other public companies may serve on no more than one other public board; other directors may serve on no more than four (including ABM). Governance Committee reviews compliance annually .
- Board attendance context: FY2024 Board/committee overall attendance was 99%; each director attended ≥94% (pre-dates Ms. Clements’ election) .