Sudhakar Kesavan
ABM INDUSTRIES INC /DE/About Sudhakar Kesavan
Former CEO and Executive Chairman of ICF International; age 70; ABM director since 2012 and independent Chairman of the Board. Background includes leading ICF from 1999–2019 and serving as Executive Chairman until retirement in 2020; prior role as President of ICF Consulting Group (1997–1999). Current external roles include boards of Cadmus Group and Dexis, board member emeritus at Northern Virginia Technology Council, and trustee of the Shakespeare Theater Company in Washington, DC . ABM uses a split Chair/CEO structure, with Kesavan presiding over meetings, guiding agendas, and leading risk oversight leveraging his two decades of CEO risk management experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICF International (NASDAQ: ICFI) | Chairman & CEO; Executive Chairman | 1999–2019; 2019–2020 | Led organic growth and acquisitions; governance and compensation expertise |
| ICF Consulting Group (ICF Kaiser subsidiary) | President | 1997–1999 | Operational leadership |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Cadmus Group | Director | Consulting/services | Current board |
| Dexis | Director | Consulting/services | Current board |
| Northern Virginia Technology Council | Board Member Emeritus | Non-profit/tech association | Governance network |
| Shakespeare Theater Company (Washington, DC) | Trustee | Non-profit | Arts governance |
Board Governance
- Independence: Governance Committee affirmatively determined Kesavan is independent under NYSE/SEC rules; all directors other than the CEO are independent .
- Board role: Independent Chairman (separate from CEO), presides over executive sessions held at each regular Board meeting; coordinates agendas and risk oversight .
- Committees: Member, Governance Committee (not Chair) .
- Attendance: In FY2024, each director attended 94%+ of Board/committee meetings; Board held 6 meetings, committees held 22; overall attendance 99% .
- Tenure: Director since 2012 .
- Skills: Brings leadership, governance, compensation, operations, M&A, government relations, and global operations experience .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer (Chairman) | $190,000 | Increased in FY2024 from $175,000 |
| Committee Member Cash Retainer (Governance) | $12,500 | Chair retains no separate committee retainers |
| Meeting Fees | None | No Board/committee meeting fees |
| All Other Compensation | $5,184 | Dividend equivalents (DEUs) on RSUs |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director RSUs (Chairman) | Jan 4, 2024 | 5,080 RSUs | $219,964 | One year from grant date | Calculated by dividing $220,000 retainer by $43.30 closing price |
| Director Equity Retainer (Chairman) | FY2024 | $220,000 | — | — | Chairman equity retainer; time-based RSUs, not performance-tied |
ABM director equity is time-based RSUs; no stock options or performance share plans for non-employee directors. Directors may defer RSU settlement under the Director Deferred Compensation Plan .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Kesavan in the proxy .
- Notable network link: ABM’s CEO Scott Salmirs serves on the board of ICF International (Kesavan’s former company), providing industry adjacency but not a disclosed related-party transaction .
- Overboarding controls: Outside board limits and Governance Committee pre-clearance of new boards; all directors compliant .
Expertise & Qualifications
- CEO and executive chair experience at a public company; governance/compensation expertise; operations and M&A track record; government relations; global operations .
- As Chairman, lends risk oversight experience to guide Board focus on material risks and cybersecurity oversight within ABM’s ERM framework .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | RSUs Excluded (not vesting within 60 days) | Notes |
|---|---|---|---|---|
| Sudhakar Kesavan | 42,799 | <1% | 4,338 RSUs excluded from count | Based on 62,213,237 shares outstanding on Feb 1, 2025 |
- Director Stock Ownership Policy: Requires directors to hold ABM stock equal to 5× annual cash retainer within five years; all directors are at/above target or within initial five-year period. Hedging and pledging of ABM stock are prohibited .
Governance Assessment
- Committee assignments, chair roles, and expertise: Kesavan’s governance role and independent Board chairmanship enhance oversight quality, with structured ERM and cyber risk reporting and regular executive sessions .
- Independence, attendance, and engagement: Independence affirmed; attendance >94% across directors; active involvement via Governance Committee and Board leadership .
- Director compensation and alignment: Mix of cash ($190k) and equity ($220k RSUs) for Chairman aligns incentives with shareholder value via equity retainer and ownership policy; no meeting fees; DEUs accrue on RSUs .
- Potential conflicts/related-party exposure: No related-party transactions in FY2024; robust policy and Governance Committee oversight of any related-party matters .
- Say-on-pay and shareholder feedback (signal of governance quality): 98% approval on FY2023 say‑on‑pay indicates strong investor support for compensation governance practices .
- Compensation committee process and consultant independence: Use of independent consultant (Pay Governance), no tax gross-ups, double-trigger change-in-control conventions, clawback policy—shareholder-friendly features .
Insider Trades
| Date/Event | Filing | Description | Notes |
|---|---|---|---|
| May 6, 2024 (DEUs accrued on RSUs) | Form 4 filed May 9, 2024 | Dividend equivalent rights accrued on outstanding director RSUs | One late Form 4 (one day) for multiple directors including Kesavan due to administrative error |
RED FLAGS
- None material disclosed: No related-party transactions; hedging/pledging prohibited; no option repricing; majority independent Board; strong ownership guidelines .
- Administrative late Form 4 for DEUs (minor process issue, remediated) .
Compensation Structure Analysis (Chairman – FY2024)
| Element | FY2023 | FY2024 | YoY Commentary |
|---|---|---|---|
| Chairman cash retainer | $175,000 | $190,000 | Increased to reflect role and market benchmarking |
| Chairman equity retainer | $180,000 | $220,000 | Increased; time-based RSUs, one-year vest |
| Committee retainers (Governance member) | $10,000 | $12,500 | Increased per committee schedule |
ABM’s director pay remains primarily cash + time-based RSUs; no options or performance shares for directors; no meeting fees; focus on ownership alignment and simplicity .
Compensation & Governance Policies (Signals)
- Clawback policy compliant with NYSE; enhanced forfeiture rights for misconduct .
- Anti-hedging/pledging; majority voting with resignation policy; regular independent director executive sessions; risk oversight embedded at committee level .
- No tax gross-ups; double-trigger CIC; no option repricing; strong pay-for-performance framework for executives (context for overall governance) .