Wendy Webb
ABM INDUSTRIES INC /DE/About Wendy Webb
Winifred (Wendy) M. Webb, age 66, has served on ABM’s Board since 2014 and is an independent director designated an Audit Committee Financial Expert. She chairs ABM’s Stakeholder & Enterprise Risk (SER) Committee and serves on the Audit Committee; her background spans senior executive roles at The Walt Disney Company and Ticketmaster, and Managing Director at Tennenbaum Capital Partners, with education including a B.A. from Smith College and MBA from Harvard, plus an NACD/Carnegie Mellon cyber-risk oversight certificate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennenbaum Capital Partners | Managing Director | 2010–2013 | Investment and capital markets leadership |
| Ticketmaster | Corporate Executive Team Member/Senior Advisor | 2008–2010 | Corporate communications, investor relations |
| The Walt Disney Company | Corporate SVP, Investor Relations & Shareholder Services; Governance Outreach; Executive Director, Disney Foundation | 1988–2008 | IR leadership, governance outreach, CSR; treasury and capital markets experience |
External Roles
| Company | Role | Since | Committees |
|---|---|---|---|
| Wynn Resorts (NASDAQ: WYNN) | Director; Audit Committee Chair (Financial Expert) | 2018 | Audit (Chair) |
| AppFolio (NASDAQ: APPF) | Director; Audit Committee Chair; Nominating & Corporate Governance Member | 2019 | Audit (Chair); Nominating & Corporate Governance |
| AMH (NYSE: AMH) | Trustee | 2019 | Human Capital & Compensation; Nominating & Corporate Governance |
| Sun Valley Music Festival | Director (Nonprofit) | — | — |
| Prior boards | TiVo (2016); Jack in the Box (2008–2014); PetSmart Charities (2014–2016); Co-chair WCD LA/OC (2017–2020) | — | Governance network leadership |
Board Governance
- Independence: Governance Committee determined Webb is independent under NYSE and SEC rules .
- Committee assignments at ABM: Audit (member, financial expert) and Stakeholder & Enterprise Risk (Chair) .
- Attendance: Each director attended ≥94% of Board/committee meetings; overall attendance was 99% in FY2024 .
- Board leadership: Separate Chairman and CEO; Board regularly holds executive sessions .
- Outside board limits: Policy permits up to four public boards including ABM; all current Board members comply .
Fixed Compensation
ABM non‑employee director compensation structure (FY2024):
| Element | Amount/Terms |
|---|---|
| Annual Board cash retainer | $90,000 (Chair: $190,000) |
| Annual equity retainer | $160,000 in RSUs; one-year vest (Chair: $220,000) |
| Committee member cash retainers | Audit $20,000; Compensation $12,500; Governance $12,500; SER $12,500 |
| Committee chair additional retainers | Audit $15,000; Compensation $10,000; Governance $10,000; SER $10,000 |
| Meeting fees | None |
| RSU grant mechanics | Annual grant on Jan 4, 2024; 3,695 RSUs for each then-current director (except Chair: 5,080 RSUs), calculated at $43.30/share; one-year vest; dividend equivalents paid only upon vest |
Wendy Webb – FY2024 Director Compensation:
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $132,500 |
| Stock awards (grant date fair value) | $159,993 |
| All other compensation (DEUs, etc.) | $14,571 |
| Total | $307,064 |
Grant detail:
- 2024 RSUs: 3,695 RSUs granted Jan 4, 2024 ($160,000 ÷ $43.30), vesting one year from grant date .
Performance Compensation
- Director equity is time‑based RSUs (no performance metrics); dividends are paid only upon vesting . | Performance Metrics Tied to Director Compensation | Status | |---|---| | Financial/operational metrics (revenue, EBITDA, TSR) | Not applicable to non-employee director RSUs (time-based vesting) |
Other Directorships & Interlocks
- Current public company boards and audit leadership noted above (Wynn Audit Chair; AppFolio Audit Chair; AMH trustee) .
- Related-party transactions: ABM reported no related party transactions in FY2024, mitigating interlock/conflict risk .
Expertise & Qualifications
- Audit/financial expertise: Audit Committee Financial Expert at ABM; Audit Chair at Wynn; Audit Chair at AppFolio .
- Risk oversight/ESG: Chairs ABM SER Committee (cybersecurity, social and environmental oversight) .
- Capital markets, IR, and communications: Former Disney corporate SVP IR, treasury and governance outreach; Ticketmaster executive; investment banking experience .
- Education and credentialing: B.A. (Smith College), MBA (Harvard), NACD/Carnegie Mellon cyber-risk oversight certificate .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 27,268 shares as of Feb 1, 2025 |
| RSUs held (incl. deferred) | 13,781 RSUs as of Oct 31, 2024 |
| Ownership as % of shares outstanding | ~0.044% (27,268 ÷ 62,213,237 outstanding) |
| Stock ownership guideline | 5× annual cash retainer; directors at/above target or within five-year period |
| Hedging/pledging | Prohibited for directors; policy in place |
Say‑on‑Pay & Shareholder Feedback
- 2025 annual meeting outcomes (votes): Executive compensation advisory “For” 52,835,901; “Against” 1,109,237; “Abstain” 243,644; broker non‑votes 3,539,679 . Equity plan and ESPP approvals also passed .
- Historical support: 2023 say‑on‑pay received 98% approval, indicating strong investor endorsement of pay practices .
Governance Assessment
- Strengths
- Independent director with deep audit and risk credentials; designated Audit Committee Financial Expert .
- Chairs SER Committee overseeing cybersecurity and ESG; aligns with investor priorities on risk and sustainability .
- Strong attendance (≥94% with 99% overall) and compliance with outside-board limits .
- Director compensation mix is balanced (cash + one‑year RSUs), with robust ownership policy and anti‑hedging/pledging .
- No related party transactions disclosed in FY2024 .
- Watch items
- Aggregate responsibilities across four public boards (including two Audit Chair roles) require continued monitoring of time commitments; current attendance mitigates concern .
- RED FLAGS
- None disclosed relating to conflicts, pledging/hedging, attendance shortfalls, or related-party transactions .
Committee Appendix (ABM)
| Committee | Role | FY2024 Meetings | Key Oversight |
|---|---|---|---|
| Stakeholder & Enterprise Risk | Chair (Webb) | 5 | ERM, cybersecurity, social & environmental oversight, CR report |
| Audit | Member (Financial Expert) | 7 | Financial reporting, internal controls, auditor oversight |
Reference – Compensation Governance
- Independent consultant (Pay Governance) advises Compensation Committee; comparator group managed for market alignment (targeting peer median) .
- Clawback and enhanced forfeiture provisions in place per NYSE and ABM policies; plan clawback applies to awards (including director equity) .