Scott Salmirs
ABM INDUSTRIES INC /DE/About Scott Salmirs
Scott Salmirs, age 62, has served as ABM’s President and Chief Executive Officer since 2015 and as a director since 2015, with prior senior leadership roles running ABM’s Aviation division and ABM Janitorial Services – Northeast; before ABM, he held leadership positions at Goldman Sachs, Lehman Brothers, and CBRE . Under his leadership in fiscal 2024, ABM delivered $8.4B revenue (+3.2% YoY), adjusted EBITDA of $498.1M and a 6.2% adjusted EBITDA margin, with significant growth in Technical Solutions and Aviation and progress on ELEVATE initiatives . CEO pay structure is heavily at-risk (~88%), and long-term performance shares include a TSR modifier; the 2022–2024 TSR-based program paid at 61% of target with three-year TSR at the 48th percentile versus the S&P Composite 1500 Commercial Services & Supplies Index and CEO pay-for-performance alignment assessed near the 30th percentile versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ABM Industries | President & Chief Executive Officer | 2015–present | Led ELEVATE strategy, drove diversification; advanced tech/data initiatives and microgrid expansion; oversaw capital allocation and dividend growth |
| ABM Industries | EVP (Global Aviation & International) | 2014–2015 | Expanded Aviation segment; international activities oversight |
| ABM Janitorial Services – Northeast | EVP | 2003–2014 | Regional leadership in core facility services |
| Goldman Sachs; Lehman Brothers; CBRE | Various leadership positions | Not disclosed | Finance/real estate/operations experience underpinning ABM strategy |
External Roles
| Organization | Role | Years | Committees/Focus |
|---|---|---|---|
| ICF International (NASDAQ: ICFI) | Director | Since 2021 | Governance & Nominating; Human Capital Committee |
| Outreach (NY nonprofit) | Director | Not disclosed | Teen substance abuse rehabilitation |
| Donate Eight (LiveOnNY-affiliated) | Founding Board Member | Not disclosed | Organ donation advocacy |
| SUNY Oneonta | Business Advisory Council | Not disclosed | Business program advisory |
Fixed Compensation
Multi-year CEO compensation summary:
| Metric ($USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 1,000,000 | 1,000,000 | 1,000,000 |
| Stock Awards (grant-date fair value) | 5,499,957 | 5,750,227 | 5,749,575 |
| Non-Equity Incentive (Annual Bonus) | 1,824,600 | 1,482,375 | 1,923,605 |
| All Other Compensation | 12,200 | 21,000 | 13,800 |
| Total | 8,336,757 | 8,253,602 | 8,686,980 |
Annual cash incentive (CIP) structure and targets:
| Item | 2024 Value |
|---|---|
| Target Bonus (% of Salary) | 150% |
| Maximum Bonus (% of Salary) | 300% |
| CIP Weighting | Financial 70%; Safety 10%; Personal 20% |
Performance Compensation
2024 Annual Cash Incentive Program – CEO payout detail:
| Objectives | Weighting | Funding Level | Weighted Funding | Target ($) | Payout ($) |
|---|---|---|---|---|---|
| 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 |
2024 Equity awards (granted January 9, 2024):
| Award Type | Number Granted | Grant-Date Value per Share ($) | Aggregate Target Value ($) |
|---|---|---|---|
| 2024–2026 TSR-Modified Performance Shares | 77,975 | 44.24 | Included in total below |
| 2024 Annual RSU | 54,592 | 42.13 | Included in total below |
| Total CEO Equity (at target) | — | — | 5,749,575 |
Key LTI mechanics:
- PS metrics: 75% M&A Adjusted EBITDA; 25% Adjusted Revenue; payout 0–200% for financial metrics, modified 80%–120% by relative TSR vs S&P Composite 1500 Commercial Services & Supplies; total 0–240% potential; three one-year performance periods; vest at end of period (FY2026) .
- 2022–2024 PS program paid 61% of target after 98% TSR modifier (48th percentile TSR vs index); CEO earned 57,101 shares (incl. DEUs) on 93,609 target .
Equity Ownership & Alignment
Ownership, vesting runway, and policies:
| Item | Detail |
|---|---|
| Beneficial Ownership | 258,603 common shares held; <1% of outstanding; 62,213,237 shares outstanding as of Feb 1, 2025 |
| Stock Ownership Guideline | CEO must hold shares equal to 6x base salary; NEOs generally compliant or on track |
| Hedging/Pledging | Prohibited for directors/executives |
| Clawback | NYSE-compliant recoupment policy for restatements; enhanced forfeiture/repayment for serious misconduct |
| Director Compensation for CEO | No separate board compensation while serving as CEO |
Unvested and earned-but-unvested equity at FY2024 year-end (market value at $53.06/share):
| Category | Grant Date | Shares | Market Value ($) |
|---|---|---|---|
| RSUs (unvested; 1/3 annual vest) | 1/7/2022 | 11,299 | 599,531 |
| 2022–2024 PS (earned, unvested until 1/8/2025) | 1/7/2022 | 93,222 | 4,946,352 |
| RSUs (unvested) | 1/10/2023 | 21,443 | 1,137,783 |
| 2023–2025 PS (target, unearned) | 1/10/2023 | 88,496 | 4,695,578 |
| RSUs (unvested) | 1/9/2024 | 55,101 | 2,923,683 |
| 2024–2026 PS (target, unearned) | 1/9/2024 | 78,703 | 4,175,964 |
2024 realized value on vesting:
- Stock vested: 111,256 shares; value realized $4,734,359 .
Deferred compensation (balances):
| Plan | CEO Balance ($) |
|---|---|
| ABM Deferred Cash Compensation Plan | 3,784,778 (incl. prior years and 2024 interest) |
| Equity Deferral (deferred RSUs) | 3,131,230 (value at FY-end) |
Employment Terms
Contract and severance economics:
| Provision | CEO Term |
|---|---|
| Employment | At-will; no fixed-term agreement |
| Severance (no CIC) | 2.5x base salary + target bonus; prorated current-year bonus; 18 months health reimbursements; 12-month non-compete and non-solicit |
| Change-in-Control (double trigger) | 3.0x base salary + target bonus; 18 months health; accelerated vesting; reduction to avoid 280G excise tax if beneficial; no tax gross-up |
| Retirement treatment | Certain equity awards continue to vest on original schedule if granted ≥1 year before retirement (subject to covenants) |
| Death/Disability | Immediate vesting; PS measured at target; unpaid/prorated bonus paid |
Illustrative potential payments (as of 10/31/2024):
- CIC termination: Total $27,510,953 (includes $1,500,000 unpaid bonus; $7,500,000 severance; $32,062 benefits; $18,478,891 equity) .
- Termination without cause/good reason: Total $19,147,868 (includes $1,500,000 unpaid bonus; $6,250,000 severance; $18,624 benefits; $11,379,244 equity) .
Board Governance
- Board service: Director since 2015; not independent; no committee memberships (all committees require independence) .
- Leadership structure: Chairman and CEO roles are separated; Chairman Sudhakar Kesavan leads independent oversight and executive sessions, mitigating dual-role independence concerns .
- Board attendance: Six Board meetings in FY2024; overall Board and committee attendance 99% (each director ≥94%) .
- Policies: Majority voting; stock ownership guidelines; anti-hedging/pledging; no option repricing; regular executive sessions; robust ERM and cybersecurity oversight .
Performance Compensation
Annual incentive metrics and outcomes:
- 2024 CIP funded above target on Organic Revenue and Adjusted Net Income; Safety funded at 118%; personal objectives at 160% reflecting progress on ELEVATE initiatives, ERP rollout, AI tools, workforce optimization, client experience, and leadership programs .
- Long-term incentives emphasize multi-year EBITDA and revenue growth with TSR modifier; 2022–2024 PS payout at 61% signals discipline; 2024–2026 PS design continues this framework .
Compensation Structure Analysis
- Mix and risk: CEO compensation ~88% at-risk, emphasizing PSUs over time-based RSUs (60% PS/40% RSU in 2024) .
- Metrics rigor: PS metrics blend absolute financials with relative TSR; 2022–2024 payout below target (61%) indicates goals were challenging; TSR modifier applied against a defined peer index .
- Governance features: Clawback policies, double-trigger CIC, no tax gross-ups, anti-hedging/pledging, no mid-cycle metric changes; independent compensation consultant (Pay Governance) supports peer benchmarking near median .
Equity Ownership & Alignment
- Skin-in-the-game: 258,603 owned shares and substantial unvested RSUs/PSs create multi-year alignment and retention; CEO subject to 6x salary ownership guideline and retention requirements until compliance .
- No pledging/hedging: Policy reduces misalignment and forced-selling risk; dividend equivalents accrue only if awards are earned .
SAY-ON-PAY & Shareholder Feedback
- 2023 say-on-pay approval in March 2024: 98% support, indicating investor endorsement of pay design and outcomes .
Related Party & Compliance Notes
- Related party transactions: None in FY2024 .
- Section 16(a): One late Form 4 filing date (incl. for Scott Salmirs) due to administrative error related to DEU accruals; corrected and minor .
Investment Implications
- Alignment and retention: Heavy at-risk pay, robust ownership guideline, and a sizeable vesting runway across RSUs and PSs suggest strong alignment and multi-year retention incentives; anti-hedging/pledging reduces misalignment risk and overhang from collateral sales .
- Performance discipline: Below-target PS payouts for 2022–2024 (61%) reflect rigor; 2024 results show resilient execution in challenged CRE markets with diversified growth (Technical Solutions and Aviation) supporting EBITDA and cash generation .
- Change-in-control economics: Double-trigger with accelerated vesting and 3.0x cash multiple create meaningful protections; no gross-ups and 280G cutback mitigate shareholder-unfriendly optics .
- Governance mitigants: Separate Chair/CEO, independent committees, strong ERM/cyber oversight, and high say-on-pay support reduce governance and compensation risk; continued TSR-relative design maintains market discipline .