Jill Golder
ABM INDUSTRIES INC /DE/About Jill M. Golder
Independent director at ABM since 2019; age 62. Former SVP & CFO of Cracker Barrel Old Country Store (2016–2020), EVP & CFO at Ruby Tuesday (2014–2016), and 23 years of progressive finance leadership at Darden Restaurants (SVP Finance roles at Olive Garden, Smokey Bones, Specialty Restaurant Group, and Red Lobster). She is designated an Audit Committee Financial Expert and serves on ABM’s Audit and Governance Committees. She also serves on Sysco’s board (Audit, Technology, Compensation & Leadership Development). Independence affirmed annually by ABM’s Governance Committee and Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cracker Barrel Old Country Store, Inc. | SVP & CFO | 2016–2020 | Oversaw finance, continuity planning, risk management, cybersecurity |
| Ruby Tuesday, Inc. | EVP & CFO | 2014–2016; finance leadership 2013–2016 | Finance leadership |
| Darden Restaurants, Inc. | SVP Finance roles (Olive Garden; Smokey Bones; Specialty Restaurant Group; Red Lobster) | 23 years | Progressive finance leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sysco, Inc. (NYSE: SYY) | Director | Since 2022 | Audit; Technology; Compensation & Leadership Development |
| MOD Superfast Pizza Holdings, LLC (Private) | Director | Apr 2021–Mar 2024 | Board member |
| IZEA Worldwide, Inc. (NASDAQ: IZEA) | Director; Audit Committee Chair | 2015–2019; 2021 (Audit Chair in 2021) | Audit oversight |
Board Governance
- Committee assignments: Audit (member; Audit Committee Financial Expert) and Governance (member). Audit Chair is Art Garcia; Governance Chair is Thomas Gartland.
- Independence status: Board determined Ms. Golder (and all non-CEO directors) independent under NYSE/SEC standards.
- Attendance: Board held 6 meetings; committees held 22. Each director attended ≥94% of Board/committee meetings; overall attendance 99%.
- Executive sessions: Board meets in executive session at each regularly scheduled meeting.
- Overboarding policy: Directors limited to ≤4 public boards (≤1 for sitting public-company CEOs); Audit Committee members >3 audit committees require Board determination; all directors in compliance.
| Committee | Role | FY2024 Meeting Count |
|---|---|---|
| Audit | Member; Financial Expert | 7 |
| Governance | Member | 5 |
Fixed Compensation
| Element | FY2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Non-employee director retainer increased from $85,000 to $90,000 for 2024 |
| Audit Committee Member Retainer | $20,000 | Member fee |
| Governance Committee Member Retainer | $12,500 | Member fee |
| Committee Chair Fees | $0 | Not a chair; chair fees: Audit $15,000; Governance $10,000; Compensation $10,000; SER $10,000 |
| Meeting Fees | None | No per-meeting fees |
| Total Cash Fees (FY2024) | $122,500 | Matches program components above |
Performance Compensation
| Equity Component | Detail | Amount/Terms |
|---|---|---|
| Annual Board Equity Retainer (RSUs) | Grant date | January 4, 2024 |
| Annual Board Equity Retainer (RSUs) | Number of RSUs | 3,695 RSUs (calculated by $160,000 ÷ $43.30) |
| Annual Board Equity Retainer (RSUs) | Grant date fair value | $160,000 |
| Vesting | Time-based | Vests one year from grant date |
| Dividend Equivalent Units (DEUs) | Value credited in FY2024 | $3,894 |
| RSUs held at FY-end | As of Oct 31, 2024 | 3,750 RSUs (including any deferrals) |
Director equity awards are time-based RSUs; proxy does not disclose performance metrics for director equity.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Note |
|---|---|---|
| Sysco, Inc. | Food distribution | No related-party transactions disclosed in proxy; overboarding and audit-committee load within ABM policy. |
| IZEA Worldwide; MOD Superfast Pizza | Technology; Restaurants | Prior service; no related-party transactions disclosed. |
Expertise & Qualifications
- Former CFO (Cracker Barrel; Ruby Tuesday) with deep finance, continuity planning, risk management, and cybersecurity oversight experience.
- Designated Audit Committee Financial Expert by ABM’s Board; financially literate.
- Public board experience spanning food distribution and technology, adding breadth of operational and governance insight.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (common shares) | 11,873 shares | Sole voting/investment power unless noted |
| RSUs (not vesting within 60 days of Feb 1, 2025) | 3,155 RSUs | Excluded from beneficial-ownership count per table |
| Ownership as % of shares outstanding | <1% | 62,213,237 shares outstanding (Feb 1, 2025) |
| RSUs held (FY-end reference) | 3,750 RSUs (Oct 31, 2024) | May include deferred RSUs |
- Director stock ownership policy: value equal to 5× annual cash retainer within 5 years; directors not at target must retain ≥50% of net shares until compliant; all directors either at/above target or within initial five-year period.
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging ABM stock.
Insider Trades and Section 16(a) Compliance
| Date | Filing | Note |
|---|---|---|
| May 9, 2024 | Form 4 (late, one day) | Administrative error related to DEUs accrued May 6, 2024 on RSUs; affected multiple directors including Ms. Golder. |
Governance Assessment
- Strengths: Independent director; Audit Committee Financial Expert; high Board/committee attendance (≥94%); robust executive-session practice; strict anti-hedging/anti-pledging; director ownership policy (5× retainer) with compliance; overboarding limits enforced; committee refresh and annual evaluations including third-party facilitation.
- Compensation alignment: Mix of cash retainers tied to committee workload and time-based RSU equity; FY2024 program increased cash retainer to $90k and equity retainer to $160k, maintaining alignment via annual vesting RSUs and DEUs.
- Potential flags: Single late Form 4 due to administrative error (DEUs); minor and remedied, but a process-control point. No related-party transactions disclosed; audit committee load within ABM policy.