Thomas Gartland
ABM INDUSTRIES INC /DE/About Thomas M. Gartland
Independent director since 2015 (age 67); chairs ABM’s Governance Committee and serves on the Compensation Committee. Current role: Chairman & CEO of Montway Auto Group (also described as Montway Auto Transport), a privately held auto transport company (since 2023). Prior senior roles include President, North America at Avis Budget Group (2011–2014), EVP Sales/Marketing at Avis Budget (2008–2011), multiple leadership roles at JohnsonDiversey (1994–2008), and VP/Director of National Accounts at Ecolab (1980–1994). The Board affirms his independence under NYSE/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avis Budget Group, Inc. | President, North America; EVP Sales/Marketing & Customer Care | 2008–2014 (President 2011–2014; EVP 2008–2011) | Led strategic direction for marketing/sales; senior operating leadership |
| JohnsonDiversey, Inc. | President North America; VP Sales (Health & Hospitality); VP Business Development; other roles | 1994–2008 | Senior P&L, sales, BD, operating leadership across end markets relevant to ABM |
| Ecolab, Inc. | VP & Director of National Accounts | 1980–1994 | Key accounts, sales execution in business-to-business services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Montway Auto Group / Montway Auto Transport | Chairman & CEO | 2023–present | Private company leadership; operations/sales/strategy |
| Xenia Hotels & Resorts, Inc. (NYSE: XHR) | Director; Chair, Compensation Committee | 2015–present | Oversees executive pay; hospitality end-market insight |
Board Governance
- Committee assignments: Compensation Committee member; Governance Committee Chair .
- Committee scope and cadence:
- Compensation Committee met 5× in FY2024; oversees CEO comp, non-CEO comp, equity plans, employment/severance agreements .
- Governance Committee met 5× in FY2024; oversees director recruitment, governance framework, board/committee structure/evaluations, director pay, succession .
- Attendance: Board held 6 meetings; committees held 22 total; each director attended ≥94% of meetings; overall attendance 99% .
- Independence: Governance Committee and Board annually affirm independence; all directors except CEO are independent (includes Mr. Gartland) .
- Engagement: Annual board/committee self-evaluations with third‑party facilitator; action items implemented to improve effectiveness .
- Leadership structure: Separate Chairman (Sudhakar Kesavan) and CEO; regular executive sessions each Board meeting .
Fixed Compensation
ABM’s 2024 Non‑Employee Director pay program and Mr. Gartland’s 2024 compensation:
| Component | Amount/Structure |
|---|---|
| Annual Board Cash Retainer | $90,000 (Chairman of the Board receives $190,000) |
| Annual Board Equity Retainer | $160,000 in RSUs vesting one year from grant date (Chairman: $220,000) |
| Committee Member Cash Retainers | Audit $20,000; Compensation $12,500; Governance $12,500; Stakeholder & Enterprise Risk $12,500 |
| Committee Chair Additional Cash Retainer | Compensation Chair $10,000; Governance Chair $10,000 (Audit Chair $15,000; SER Chair $10,000) |
| Meeting Fees | None |
Thomas M. Gartland – FY2024 amounts (as reported):
- Fees earned (cash): $125,000; Stock awards (grant-date fair value): $159,993; All other compensation (primarily dividend equivalents): $21,694; Total: $306,687 .
Grant detail (directors’ annual grant):
- On January 4, 2024, each then-current non-employee director (except Chairman) received 3,695 RSUs, calculated as $160,000 ÷ $43.30; vests one year from grant .
Performance Compensation
Director equity is time-based RSUs; no performance metrics apply to director awards.
- RSU vesting: one year from grant for annual director grants .
- Dividend equivalents (DEUs): credited and settled in stock upon vesting; included in “All Other Compensation” values .
For compensation committee design oversight (executives):
- 2024–2026 Performance Shares: 60% of LTI; metrics are M&A adjusted EBITDA (75% weight) and adjusted revenue (25% weight) with 0–200% funding, plus a 3‑year relative TSR modifier (80–120%) vs S&P Composite 1500 Commercial Services & Supplies; possible payout 0–240% .
- Funding table thresholds/targets for the LTI metrics and TSR modifier are disclosed (see cited tables) .
Other Directorships & Interlocks
- Public company boards: Xenia Hotels & Resorts, Compensation Committee Chair .
- Outside board limits: ABM policy limits CEOs of other public companies to ≤1 other public board; other directors ≤4 public boards including ABM; all current Board members in compliance .
- Related-party transactions: none in FY2024 (Governance Committee oversees policy and approvals) .
Expertise & Qualifications
- Brings extensive senior executive experience in service industries relevant to ABM, with strengths in sales/marketing, operations, financial management, leadership, risk oversight, and M&A. Board skills matrix confirms business leadership/strategy, financial/capital allocation, sales/marketing, human capital/safety, risk oversight, end‑market experience, and M&A competencies among nominees (including Mr. Gartland) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 9,805 shares (as of Feb 1, 2025) |
| RSUs outstanding (director) | 21,381 RSUs held as of Oct 31, 2024 (includes deferred RSUs); RSUs not counted in beneficial ownership unless vesting within 60 days |
| Ownership as % of shares outstanding | ~0.016% (9,805 ÷ 62,213,237 outstanding as of Feb 1, 2025) |
| Stock ownership policy | Directors must hold ≥5× annual cash retainer within 5 years; all directors are at/above targets or within compliance window |
| Hedging/pledging | Prohibited for directors; anti‑hedging and anti‑pledging policy in place |
Insider Trades (Form 4 snapshots)
| Date | Transaction | Shares/Units | Notes/Source |
|---|---|---|---|
| Jan 8, 2024 | Annual director RSU grant under 2021 Plan | 3,695 RSUs | Annual grant aligned to $160,000 value; vests one year; ABM investor Form 4 filing and program specifics |
| May 6, 2024 | Dividend equivalents (DEUs) credited on RSUs | n/a (cash value accrues as additional RSUs) | One late Form 4 reporting DEU accrual filed one day late due to admin error (applies to multiple directors) |
Governance Assessment
- Strengths:
- Independent director with deep end‑market and operating expertise; chairs Governance and sits on Compensation, supporting board effectiveness .
- High attendance (≥94%) and active committee cadence (5× Governance; 5× Compensation in FY2024) .
- Robust governance controls: annual third‑party facilitated evaluations; strong stock ownership requirements; anti‑hedging/pledging; separate Chair/CEO; regular executive sessions .
- Director compensation balanced between cash and equity (time‑based RSUs), promoting alignment; transparent program enhancements in 2024 (cash and equity retainer increases) .
- Compensation Committee uses independent consultant (Pay Governance); peer group updated to maintain market comparability; strong Say‑on‑Pay support (98% in March 2024) .
- Watch items / red flags:
- Administrative late Section 16 filing in May 2024 for DEUs (minor compliance lapse, promptly corrected) .
- Multiple external commitments (Montway CEO; Xenia director/chair), but ABM’s overboarding policy confirms compliance for all directors and requires notification/review of potential conflicts; no related-party transactions reported in FY2024 .
Overall, Gartland’s committee leadership, independence, attendance, and equity-aligned pay support investor confidence. Oversight of executive pay design (with rigorous metrics and TSR modifier) and governance process maturity (third‑party evaluations, ownership policies, and anti‑hedging) indicate strong board effectiveness, with minimal compliance risk noted (single late Form 4 for DEUs) .