LeighAnne Baker
ABM INDUSTRIES INC /DE/About LeighAnne G. Baker
LeighAnne G. Baker, age 66, has served as an independent director of ABM Industries since 2018. She is the former Senior Corporate Vice President and Chief Human Resources Officer of Cargill (2014–2020), previously CHRO of Hertz Global Holdings (2007–2014), SVP Global HR at Reynolds & Reynolds (2005–2007), and held various leadership roles at The Timken Company from 1981–2005 . At ABM, she is the Chair of the Compensation Committee and serves on the Governance Committee; the Board affirms her independence under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill, Inc. | Senior Corporate VP & CHRO | 2014–2020 | Led global HR strategy, leadership development, organizational change |
| Hertz Global Holdings, Inc. | Executive VP & CHRO | 2007–2014 | Executive team member; compensation and talent leadership |
| Reynolds & Reynolds Company | Senior VP, Global HR | 2005–2007 | Human capital leadership for automotive DMS provider |
| The Timken Company | Various leadership roles | 1981–2005 | Progressive management roles in industrial manufacturing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pactiv Evergreen (NASDAQ: PTVE) | Chairwoman of the Board; Chair, Compensation; Member, Nominating & Corporate Governance | Since 2020 | Board leadership and compensation oversight at major packaging company |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Governance Committee .
- Independence: Determined independent by ABM’s Governance Committee and Board (all directors except the CEO are independent) .
- Attendance and engagement: In FY2024, the Board held 6 meetings; Compensation met 5 times; Governance met 5 times. Each director attended 94%+ of meetings of the Board and their committees; overall attendance was 99% .
- Executive sessions: Independent directors meet in executive session during each regularly scheduled Board meeting .
- Board leadership: ABM separates Chairman (Sudhakar Kesavan) and CEO roles .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $90,000 | Non-employee director retainer |
| Compensation Committee member retainer | $12,500 | Annual committee member cash retainer |
| Compensation Committee chair retainer | $10,000 | Annual chair additional cash retainer |
| Governance Committee member retainer | $12,500 | Annual committee member cash retainer |
| Total fees earned (cash) | $125,000 | Per Director Compensation Table |
| Annual equity retainer (RSUs) | $160,000 | 3,695 RSUs granted on Jan 4, 2024; vest 1 year from grant |
| All other compensation (DEUs on RSUs) | $3,894 | Dividend equivalents credited |
| Total FY2024 compensation | $288,887 | Per Director Compensation Table |
Performance Compensation
- Non-employee directors receive time-based RSUs only; no performance share units or options are granted to directors. Annual equity retainer vests one year from grant date; no meeting fees are paid .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Pactiv Evergreen (PTVE) | Packaging | No ABM-related party transactions disclosed; no supplier/customer relationship noted in proxy | ABM reported no related party transactions in FY2024 |
Expertise & Qualifications
- Human capital, compensation programs, talent development, inclusion, and safety expertise from CHRO roles .
- Business leadership/strategy; risk oversight; M&A; end-market familiarity relevant to ABM’s segments; other public company board experience, per ABM’s skills matrix .
- Governance and compensation oversight experience; signs Compensation Committee Report as Chair .
Equity Ownership
| Item | Amount | As-of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 14,384 | Feb 1, 2025 | Excludes RSUs not vesting within 60 days |
| Unvested RSUs not vesting within 60 days | 3,155 | Feb 1, 2025 | Per beneficial ownership footnote |
| RSUs held (including deferred) | 3,750 | Oct 31, 2024 | Annual grant sized at $160,000/closing price; vest one year |
| Ownership guidelines | 5× annual cash retainer | Policy | All directors at/above target or within 5-year window; hedging/pledging prohibited |
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee; 94%+ attendance and 99% overall board/committee attendance; robust policies (majority voting with resignation, clawback, no hedging/pledging, outside board limits); separation of Chair/CEO; regular executive sessions .
- Incentives alignment: Annual director equity via RSUs; director stock ownership guideline at 5× cash retainer; all directors compliant or within initial window .
- Shareholder signals: Say-on-pay received 98% approval in March 2024, indicating broad investor support for ABM’s compensation governance .
- Conflicts/related-party checks: ABM disclosed no related party transactions in FY2024; Governance Committee oversees related-party policy .
- Risk indicators: One administrative late Form 4 filing (dividend equivalents on RSUs) for several insiders, including Baker, filed one day late on May 9, 2024 .
Overall, Baker’s deep human capital and compensation experience, combined with committee leadership and strong attendance, supports board effectiveness and investor confidence. No material conflicts or related-party exposures are disclosed; equity ownership and policy framework further align director incentives with shareholders .