ABM INDUSTRIES INC (ABM)
Sector: Industrials
2026 Annual Meeting Analysis
ABM INDUSTRIES INC · Meeting: March 25, 2026
Directors FOR
2
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Twelve Director Nominees to Serve One-Year Terms
Against Analysis
Mr. Allen has served since 2021 (over 24 months), giving him meaningful tenure overlap with ABM's severe 3-year stock underperformance; ABM's 3-year return of -8.1% trails the company-disclosed peer group median of +73.9% by 82 percentage points, far exceeding the 20-percentage-point trigger threshold for negative absolute TSR, and the 5-year return of -16.2% also underperforms the peer median of +49.1% by 65.3 percentage points (exceeding the 20pp threshold), so the 5-year mitigant does not apply.
Ms. Baker has served since 2018 (well over 24 months), her entire tenure overlapping ABM's severe underperformance period; the 82-percentage-point gap versus the peer median far exceeds the 20pp trigger threshold, and the 5-year check does not rescue the vote because ABM's 5-year TSR also trails peers by 65.3pp.
Mr. Colleran has served since 2018 (well over 24 months), his tenure fully overlapping the underperformance period; the 82pp gap versus the peer median far exceeds the 20pp trigger threshold, and the 5-year underperformance gap of 65.3pp also exceeds the threshold, so no mitigant applies.
Mr. DeVries has served since 2022 (over 24 months) and his tenure meaningfully overlaps the underperformance period; the 82pp peer-median gap far exceeds the 20pp trigger, the 5-year check does not rescue the vote, and as a sitting CEO of ADT he holds this outside board seat at ABM plus serves on the Amsted Industries board, meaning he holds two outside public company board seats in violation of the policy's sitting-CEO limit of one outside seat.
Mr. Garcia has served since 2017 (well over 24 months), his tenure fully overlapping the underperformance period; the 82pp gap versus the peer median far exceeds the 20pp trigger threshold, and the 5-year underperformance also exceeds the threshold, so no mitigant applies.
Mr. Gartland has served since 2015 (well over 24 months), his entire tenure overlapping the underperformance period; the 82pp gap versus the peer median far exceeds the 20pp trigger threshold, and the 5-year underperformance also exceeds the threshold, so no mitigant applies.
Ms. Golder has served since 2019 (well over 24 months), her tenure fully overlapping the underperformance period; the 82pp gap versus the peer median far exceeds the 20pp trigger threshold, and the 5-year underperformance also exceeds the threshold, so no mitigant applies.
Mr. Kesavan has served since 2012 (well over 24 months) and serves as Board Chairman, making his accountability for ABM's strategic direction and the resulting underperformance particularly acute; the 82pp gap versus the peer median far exceeds the 20pp trigger threshold, and the 5-year underperformance also exceeds the threshold, so no mitigant applies.
Mr. Salmirs has served as CEO and director since 2015; as the company's chief executive officer he bears primary responsibility for the strategic decisions underlying ABM's severe stock underperformance — a -8.1% 3-year return versus the peer median of +73.9%, an 82pp gap that far exceeds the 20pp trigger — and the 5-year check provides no rescue since ABM's 5-year return of -16.2% trails peers by 65.3pp; this AGAINST vote on his directorship is independent of the Say on Pay vote.
Ms. Webb has served since 2014 (well over 24 months), her entire tenure overlapping the underperformance period; the 82pp gap versus the peer median far exceeds the 20pp trigger threshold, and the 5-year underperformance also exceeds the threshold, so no mitigant applies.
For Analysis
Ms. Clements joined the board in June 2025, less than 24 months before the meeting date, so she is exempt from the TSR underperformance trigger under the new-director exemption in the voting policy.
Mr. Hytinen joined the board in October 2025, less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under the new-director exemption in the voting policy.
Ten of twelve director nominees receive an AGAINST vote determination due to ABM's severe and sustained stock underperformance: over the past three years ABM returned -8.1% while the company's own disclosed compensation peer group returned +73.9% at the median, a gap of 82 percentage points that far exceeds the 20pp trigger threshold for companies with negative absolute TSR; the 5-year record is equally poor (-16.2% vs. +49.1% peer median, a 65.3pp gap), so the 5-year mitigant does not reduce any vote. Two recently appointed directors (Clements, June 2025; Hytinen, October 2025) are exempt from the TSR trigger because they joined within the past 24 months. Mr. DeVries receives an additional flag because, as a sitting CEO at ADT, he holds two outside public company board seats, exceeding the policy's one-seat limit for sitting CEOs.
Say on Pay
✓ FORCEO
Scott Salmirs
Total Comp
$9,111,185
Prior Support
97.5%%
CEO Scott Salmirs received total compensation of approximately $9.1 million, which is within a reasonable range for a CEO at a company of ABM's size (market cap approximately $2.2 billion) in the industrials sector. The compensation structure is genuinely performance-oriented — approximately 89% of the CEO's pay is variable and at-risk, including performance-based stock awards that incorporate a relative total shareholder return modifier, and the 2023-2025 performance share cycle paid out at only 67% of target because ABM's TSR ranked in the 10th percentile of its index benchmark. While ABM's stock has significantly underperformed peers, the pay program itself is functioning as designed by reducing incentive payouts when performance lags, which is the correct alignment of pay with shareholder experience. The prior year Say on Pay vote received 97.5% support, the clawback policy meets current regulatory requirements, and no individual executive's pay raises a red flag under the benchmarking thresholds.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the Principal Accounting Firm Fees table in a parseable form, so audit and non-audit fees cannot be confirmed; under the policy, when fee data or tenure cannot be determined from the available text, the default vote is FOR, and the absence of disclosed tenure is noted as a minor negative factor but is insufficient on its own to trigger an AGAINST vote. KPMG is a Big 4 firm appropriate for a company of ABM's size and complexity, satisfying the auditor-adequacy requirement.
Overall Assessment
The 2026 ABM annual meeting ballot presents three standard proposals: director elections, Say on Pay, and auditor ratification. The most significant governance concern is ABM's severe and sustained stock underperformance relative to its own disclosed peer group (-82pp over three years), which triggers AGAINST votes for ten of twelve director nominees under the TSR underperformance policy, while the Say on Pay receives a FOR determination because the pay program itself has functioned correctly by reducing incentive payouts in line with poor performance.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing