American Home Shield 2011 Annual Report Download - page 135

Table of Contents
2007 and was given the title for its Government Affairs function in March 2010. From October 2005 until May 2007, Mr. McMullen worked at CNL Hotels &
Resorts, Inc., a hotel real estate investment trust, where he served as Senior Vice President, General Counsel and Secretary and Executive Vice President,
General Counsel and Secretary.
Jed L. Norden has served as Senior Vice President-Human Resources of ServiceMaster since June 2008. From January 2004 until May 2008,
Mr. Norden worked at Retail Ventures, Inc., a footwear and fashion retailer, where he served as Executive Vice President and Chief Administrative Officer;
Executive Vice President, Human Resources, Real Estate, Information Technology, Logistics and Construction; and Executive Vice President, Human
Resources.
FINANCIAL CODE OF ETHICS
ServiceMaster has a Financial Code of Ethics that applies to the CEO, CFO and Controller, or persons performing similar functions, and other designated
officers and employees, including the primary financial officer of each ServiceMaster business unit and the Treasurer. ServiceMaster also has a Code of
Conduct that applies to directors, officers and employees. The Financial Code of Ethics and Code of Conduct each address matters such as conflicts of
interest, confidentiality, fair dealing and compliance with laws and regulations. Copies of the Financial Code of Ethics and the Code of Conduct are available
on ServiceMaster's website at http://www.svm.com and are also available in print, without charge, to any person who requests it by writing to the Corporate
Secretary at the following address: The ServiceMaster Company, 860 Ridge Lake Boulevard, Memphis, Tennessee 38120. The Company intends to post on
its website all disclosures required by law or regulation, including the SEC's Form 8-K rules, related to all amendments to, or waivers from, any provisions of
the Financial Code of Ethics and the Code of Conduct.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This section describes the material elements of our 2011 executive compensation program and the principles underlying our executive compensation
policies and decisions. In addition, in this section we provide information regarding the compensation paid to each individual who served in the capacity as
CEO or CFO during 2011 and the three most highly compensated executive officers (other than the CEO and CFO) who were serving as such as of the end of
our most recent fiscal year (collectively referred to as our Named Executive Officers ("NEOs")).
Highlights
The leadership of the Company underwent significant change during 2011, with the retirement of Mr. Spainhour and the hiring of Mr. Mullany as
CEO, and the departure of Mr. Steve Martin and the subsequent hiring of Mr. Cregg as CFO. During 2011, Mr. David Martin, our Senior Vice
President, Controller and Chief Accounting Officer, served as interim CFO from April 29, 2011 until we hired Mr. Cregg in August. In addition,
during 2011, we hired Messrs. Fallon and Coba as business unit presidents and Mr. Brackett transitioned from leading our Terminix business to
the position of President of TruGreen.
Underscoring our pay-for-performance philosophy, the NEOs with Company-wide responsibilities earned payouts for 2011 under our Annual
Bonus Plan equal to 108.1 percent of the target payout. The amount earned reflects (i) below target, but above threshold, achievement of revenue,
(ii) above target achievement for Adjusted Comparable Operating Performance (defined below), and (iii) above target achievement of cash flow.
Due to their departures before July 1, 2011, Messrs. Spainhour and Steve Martin were not eligible for 2011 Annual Bonus Plan payments.
Messrs. Fallon and Coba were hired on December 5, 2011 and November 28, 2011, respectively, and did not participate in the 2011 Annual
Bonus Plan.
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