TABLE OF CONTENTS

TABLE OF CONTENTS

	PROXY SUMMARY			1
~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING~~		1
THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			67
	EXECUTIVE OFFICERS			1725
	EXECUTIVE COMPENSATION			1926
	~~—COMPENSATION DISCUSSION~~COMPENSATION DISCUSSION AND ~~ANALYSIS~~ ANALYSIS			1926
~~—COMPENSATION COMMITTEE REPORT~~	COMPENSATION COMMITTEE REPORT			3440
~~—EXECUTIVE COMPENSATION TABLES~~	EXECUTIVE COMPENSATION TABLES			3541
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			4752
~~SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~		49
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			4954
	REPORT OF THE AUDIT COMMITTEE			5155
	PROPOSAL 1: ELECTION OF DIRECTORS			5256
	PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION			5257
	PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			5358
	OTHER BUSINESS			5560
	QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING			61

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 23, 2022:

The proxy statement, notice of annual meeting and the 2021 annual report are
available, free of charge, at http://www.proxyvote.com.

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~~Table of Contents~~

~~SERVICEMASTER GLOBAL HOLDINGS, INC.~~

~~150 Peabody Place~~
~~Memphis, TN 38103~~

PROXY ~~STATEMENT~~SUMMARY

~~QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND ANNUAL MEETING~~

~~What are the proxy materials?~~

The accompanying proxy is delivered and solicited on behalf of the board of directors of ~~ServiceMaster~~Terminix Global Holdings, Inc., a Delaware corporation (referred to as ~~"ServiceMaster,"~~“Terminix,” the ~~"Company," "we," "us,"~~“Company,” “we,” “us,” or ~~"our"~~“our”), in connection with the ~~2019~~2022 Annual Meeting of Stockholders (the ~~"Annual Meeting"~~“Annual Meeting”) to be held at the Marriott Milwaukee West Hotel, located at W 231 N 1600 Corporate Court, Waukesha, WI 53186, on Tuesday, April 30, 2019, at 2:00 p.m., local time. We are first sending this proxy statement and the accompanying form of proxy to stockholders on or about March 21, 2019. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described. This summary highlights selected information contained in this proxy statement. ~~This~~Please read the entire proxy statement ~~includes information that we are required to provide to you under U.S. Securities and Exchange Commission ("SEC") rules and is designed to assist you in~~carefully before voting your shares. The proxy materials include our proxy statement for the Annual Meeting, our 2018 annual report to stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2018, and the proxy card or a voting instruction card for the Annual Meeting.

All stockholders and beneficial owners may access the proxy materials, free of charge, at www.proxyvote.com or on our website, at www.servicemaster.com. If you would like to receive a paper copy of our proxy materials, free of charge, please write to ServiceMaster Global Holdings, Inc., c/o Secretary, 150 Peabody Place, Memphis, TN 38103.

~~What items of business will be voted on at the Annual Meeting?~~

~~The items of business scheduled to be voted on at the Annual Meeting are:~~

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

	Item				Election of Directors (see page 56)
•	1	~~Proposal 1:~~			The ~~election~~board of directors recommends that you vote FOR each director nominee. These individuals bring a range of relevant experiences and overall diversity of perspectives that is essential to good governance and leadership of our Company.				OUR BOARD RECOMMENDS A VOTE FOR EACH DIRECTOR NOMINEE

	Item			Advisory vote Approving the ~~three nominees named in the proxy statement as Class II directors for a term expiring at the 2022 Annual Meeting of Stockholders.~~Company’s Executive Compensation (“Say-on-Pay”) (see page 57)
•	2	~~Proposal 2:~~	~~A non-binding advisory vote approving executive compensation.~~
•		~~Proposal 3:~~	The ~~ratification~~board of directors recommends that you vote FOR this “Say-on-Pay” advisory proposal because our compensation program attracts top talent and reinforces our “Pay for Performance” philosophy.		OUR BOARD RECOMMENDS A VOTE FOR THIS ITEM

	Item				Approval of Deloitte & Touche LLP ~~("Deloitte"~~(“Deloitte”) as the ~~Company's~~Company’s Independent Public Accounting Firm (see pages 58-59)
	3				The board of directors recommends that you vote FOR the ratification of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, ~~2019.~~2022.				OUR BOARD RECOMMENDS A VOTE FOR THIS ITEM

ABOUT US

	Our People
•	We are committed to fostering a culture and workplace where all teammates are treated with respect and given an opportunity to contribute to our success.	~~To transact such other business as may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement thereof.~~

~~How does the board of directors recommend I vote on these proposals?~~

	Our Service
•	We provide industry-leading essential pest management services to more than 50,000 homes and businesses every day.	~~Proposal 1:~~	~~"FOR" each of the nominees named in the proxy statement as Class II directors for a term expiring at the 2022 Annual Meeting of Stockholders.~~
•		~~Proposal 2:~~	~~"FOR" the non-binding advisory vote approving executive compensation.~~
•		~~Proposal 3:~~	~~"FOR" the ratification of Deloitte as the Company's independent registered public accounting firm for the year ending December 31, 2019.~~

	Our Community
	We live and work in the same communities as our customers, and we extend our support to these communities through giving, serving and protecting the places and people they care about the most.

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2022 ANNUAL
PROXY STATEMENT

PROXY SUMMARY

PERFORMANCE HIGHLIGHTS & STRATEGIC ACHIEVEMENTS

The Company achieved some significant objectives during 2021.

Our 2021 Performance Highlights

Strong Revenue Growth

Delivered on Key Milestones in Terminix Way and CxP Initiatives

•

Four percent total revenue growth

•

Organic growth of three percent, a 200 basis point acceleration from 2020

•

Strong revenue growth momentum into 2020 in residential markets

•

Q4 organic growth of nine percent in termite and home services

•

Q4 organic growth of four percent in residential pest management

•

CxP deployed in eight branches in Southwest Region

•

Terminix Way deployment of Region Director Toolkit with focus on multi-unit leadership

•

Targeted deployment of “Journey-to-Route-Tech” training curriculum

Margin Expansion Despite Investments in Long-Term Growth and Profitability

•

Margin expansion of over 130 basis points to 18.9 percent

•

$22 million of direct productivity including reductions in fleet expenses and chemical costs

•

$39 million of revenue growth contribution

•

Approximately 50 percent incremental margin contribution

•

$8 million investment in Terminix Way and CxP

•

$11 million increase in labor expense including investments in staffing levels

Announced the proposed transformational combination with Rentokil Initial plc (“Rentokil”)

•

Highly complementary and synergistic combination in the industry

•

Strong cultural alignment and industrial logic

•

Creates largest pest management provider in the world with 4.9 million customers and over 57,000 colleagues

•

Targeting closing towards end of third quarter, but on track for closing in the second half of 2022

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PROXY SUMMARY

2022 ANNUAL
PROXY STATEMENT

CORPORATE GOVERNANCE HIGHLIGHTS

Our Governance Best Practices

We have tailored our corporate governance practices to reflect the Company’s culture, strategy and performance.

Independence	Majority Vote Policy	Clawback Policy
Our board of directors has determined that each member of the Audit, Compensation, Nominating & Corporate Governance and Environmental, Health & Safety committees is “independent” as defined under New York Stock Exchange (“NYSE”) listing standards and other relevant facts and circumstances.	Following certification of the stockholder vote in an uncontested election, any incumbent director who did not receive a majority of the votes cast for his or her election shall promptly tender his or her resignation, contingent upon acceptance of such resignation by the board, to the Chairman of the Board.	The board of directors has approved and implemented a clawback policy that provides the Compensation Committee with the discretion to claw back performance-based compensation in the event of a restatement of Company financial statements or misconduct.
Meeting Attendance	No Hedging and Pledging	No Short Selling
In 2021, each of our incumbent directors attended at least 83 percent of the total number of meetings of the board and any committees of which he or she was a member.	We prohibit any of our directors, executive officers and all other teammates from engaging in pledging and hedging transactions in the Company’s securities.	Our board of directors has adopted a policy that prohibits our directors, executive officers and all other teammates from short sales and transactions in puts and calls of the Company’s securities.
Double Trigger Awards	Stock Ownership Guidelines	Code of Conduct and Financial Code of Ethics
“Double trigger” vesting acceleration in the event of a change in control of the Company, applies to all stock option awards and all other equity awards granted on or after April 23, 2018.	The board of directors has adopted stock ownership guidelines for members of the board and for executive officers. Members of the board are expected to hold stock valued at five times the annual cash retainer, or $450,000. The ownership guidelines for executive officers are based on a multiple of annual base salary with the CEO expected to own stock valued at six times his annual salary and other executive officers expected to own stock valued at three times their respective annual salaries.	We have a Financial Code of Ethics that applies to the CEO, CFO and Controller, or persons performing similar functions, and other designated officers and teammates. We also have a Code of Conduct that applies to all of our directors, officers and teammates. 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.

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2022 ANNUAL
PROXY STATEMENT

PROXY SUMMARY

Our Current Board Overview

[MISSING IMAGE: tm223409d1-pc_currentpn.jpg]

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PROXY SUMMARY

2022 ANNUAL
PROXY STATEMENT

The following table provides summary information about each director nominee and other directors continuing in office. See pages 8 to 12 for more information.

COMMITTEES

Director and
Principal Occupation

Age

Director
Since

Audit

Compensation

Nominating &
Corporate
Governance

Environmental,
Health & Safety

Deborah H. Caplan
Executive Vice President, Human Resources and Corporate Services, NextEra Energy, Inc.

2019

David J. Frear
Former Chief Financial Officer, Sirius XM

2021

Laurie Ann Goldman
Former Chief Executive Officer, New Avon, LLC

2015

Naren K. Gursahaney
Chairman of the Board, Terminix Global Holdings, Inc.

2017

Steven B. Hochhauser
Former Chief Executive Officer, Ascensus Specialties

2018

Teresa M. Sebastian
President & Chief Executive Officer of The Dominion Asset Group

2021

Stephen J. Sedita
Former Chief Financial Officer, GE Home & Business Solutions

2013

Chris S. Terrill
Former Chief Executive Officer of ANGI Homeservices

2021

Brett T. Ponton
CEO, Terminix Global Holdings, Inc.

2020

M = Member C = Chair

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2022 ANNUAL
PROXY STATEMENT

PROXY SUMMARY

KEY COMPENSATION HIGHLIGHTS

Our Compensation Philosophy

Our executive compensation program is designed to:

Attract and retain highly motivated, qualified and experienced executives

Focus the attention of the NEOs on the strategic, operational and financial performance of the Company

Encourage the NEOs to meet long-term performance objectives and increase stockholder value

To do so, the Compensation Committee uses a combination of near- and long-term incentive compensation to motivate and reward executives who have the ability to significantly influence our long-term financial success and who are responsible for effectively managing our operations in a way that maximizes stockholder value.

A significant portion of our executives’ target compensation is performance-based as exemplified in the below charts which illustrate the individual pay components.

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HUMAN CAPITAL MANAGEMENT

Terminix employs approximately 10,000 teammates in the United States and 1,700 teammates outside the United States in Europe, Canada and Central America. As a leader in the pest management industry, we recognize that our teammates are our most important asset in the delivery of the ~~proxy holders, either FOR or AGAINST, any other matter or business that may properly come before~~services we provide to customers. Since we deliver services in various communities around the ~~Annual Meeting.~~

~~As of the date hereof, our board of directors~~world, it is not aware of any other such matter or business to be transacted at our Annual Meeting. If other matters requiring a vote of the stockholders arise, the persons designated as proxies will vote the shares of common stock of the Company, par value $0.01 per share, represented by the proxies in accordance with their judgment on those matters.

~~Who is entitled to vote at the Annual Meeting?~~

The record date for stockholders entitled to notice of, and to vote at, the Annual Meeting is March 7, 2019. At the close of business on that date, we had 136,057,181 shares of common stock outstanding and entitled to be voted at the Annual Meeting held by two stockholders of record and approximately 34,000 beneficial stockholders. A quorum is required for our stockholders to conduct business at the Annual Meeting. The presence in person or by proxy of the holders of record of a majority of the shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum at the Annual Meeting. Each outstanding share of common stock is entitled to one vote. Dissenters' rights are not applicable to any of the matters being voted upon at the Annual Meeting.

By granting a proxy, you authorize the persons named in the proxy to represent you and vote your shares at the Annual Meeting. Those persons will also be authorized to vote your shares to adjourn the Annual Meeting from time to time and to vote your shares at any adjournments or postponements of the Annual Meeting.

~~Registered Stockholders.~~ If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A. ("Computershare"), you are considered the stockholder of record with respect to those shares, and the proxy materials were provided to you directly by us. As a stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card in one of the manners listed on the proxy card or to vote in person at the Annual Meeting.

~~Beneficial Stockholders.~~ If your shares are held in a stock brokerage account or by a broker, bank, trustee or other nominee, you are considered the beneficial owner of shares held in "street name," and the proxy materials were forwarded to you by your broker, bank, trustee or other nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, trustee or other nominee how to vote your shares using the methods prescribed by your broker, bank, trustee or other nominee on the voting instruction card you received with the proxy materials. Beneficial owners are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you follow your broker's, bank's, trustee's or other nominee's procedures for obtaining a legal proxy.

~~What votes are required to approve each of the proposals?~~

Proposal 1, the nominees for Class II director will be elected by a majority of the votes cast with respect to such director nominee's election. On October 28, 2016, the board of directors amended and restated the Company's by-laws to provide for the election of directors by a majority of the votes cast, except in the case of contested elections. The "majority of votes cast" means that the number of shares voted "for" a director nominee must exceed the number of votes cast "against" that director nominee's election. In accordance with our amended and restated by-laws, stockholders do not have the right to cumulate their votes for the election of directors.

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Proposal 2, the non-binding advisory vote approving executive compensation, will be determined by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. As an advisory vote, this proposal is not binding. However, our board of directors and Compensation Committee will consider the outcome of the vote when making future compensation decisions for our executive officers.

Proposal 3, the ratification of the selection of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2019, will be determined by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote. The Audit Committee has sole and direct responsibility for the appointment, retention, termination, compensation, evaluation and oversight of the work of any independent registered public accounting firm engaged by the Company. The Audit Committee has already appointed Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2019. In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Deloitte for 2019; however, the Audit Committee will consider the outcome of the vote when making appointments of our independent registered public accounting firm in future years. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the Company's and the stockholders' best interests.

~~How are broker non-votes and abstentions counted?~~

The presence of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, either in person or by proxy, will constitute a quorum. Shares of common stock represented by proxies at the meeting, including broker non-votes and those that are marked "ABSTAIN" will be counted as shares present for purposes of establishing a quorum. Brokers or nominees holding shares for a beneficial owner may only vote on routine matters on behalf of a beneficial owner that does not provide voting instructions for their shares. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner has not received instructions from the beneficial owner and, therefore, does not vote on a non-routine matter. Because broker non-votes are not voted affirmatively or negatively, they will have no effect on the approval of any of the proposals, except where brokers may exercise their discretion on routine matters. Abstention and broker non-votes shall not be counted as votes cast with respect to a director nominee's election in Proposal 1. As to Proposals 2 and 3, shares represented by proxies that are marked "ABSTAIN" will have the effect of a vote against the proposal, while a broker non-vote will not have an effect on the outcome of any proposal other than Proposal 3. Only the ratification of the selection of Deloitte as our independent registered public accounting firm in Proposal 3 is considered a routine matter. Your broker will therefore not have discretion to vote on the "non-routine" matters set forth in Proposals 1 and 2 absent direction from you. It is, therefore, important that ~~you vote your shares.~~

our teammate

~~What happens if~~base reflect the values and customers of those communities we serve. In this regard, we are committed to fostering a ~~director nominee does not get a majority vote?~~

Following certification of the stockholder vote in an uncontested election, any incumbent director who did not receive a majority of the votes cast for his or her election shall promptly tender his or her resignation, contingent upon acceptance of such resignation by the board,safe, inclusive, and equitable workplace that attracts and retains exceptional talent, enabling us to the Chairman of the board. The Chairman of the board shall inform the Nominating and Corporate Governance Committee of such tender of resignation, and the Nominating and Corporate Governance Committee shall consider such resignation and recommend to the board of directors whether to accept the tendered resignation or reject it or whether any other action should be taken. In deciding upon its recommendation, the Nominating and Corporate Governance Committee shall consider all relevant

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factors, including without limitation the qualifications of the director who has tendered his or her resignation and the director's contribution to the Company and the board. The board will act on the recommendation of the Nominating and Corporate Governance Committee no later than 90 days after the certification of the stockholder vote and disclose the decision by filing a Form 8-K with the SEC. The board shall consider the factors considered by the Nominating and Corporate Governance Committee and such additional information and factors that the board deems relevant.

~~Can I vote in person at the Annual Meeting?~~

For stockholders with shares registered in the name of a brokerage firm or bank or other similar organization, you will need to obtain a legal proxy from the broker, bank, trustee or other nominee that holds your shares before you can vote your shares in person at the Annual Meeting. For stockholders with shares registered directly in their names with Computershare, you may vote your shares in person at the Annual Meeting.

~~What do I need to do to attend the Annual Meeting in person?~~

Space for the Annual Meeting is limited and admission will be granted on a first-come, first-served basis. Stockholders should be prepared to present (1) valid government photo identification, such as a driver's license or passport; and (2) beneficial stockholders holding their shares through a broker, bank, trustee or other nominee will need to bring proof of beneficial ownership as of March 7, 2019, the record date, such as their most recent account statement reflecting their stock ownership prior to March 7, 2019, a copy of the voting instruction card provided by their broker, bank, trustee or other nominee or similar evidence of ownership.

~~Can I vote by telephone or Internet?~~

Stockholders of record with shares registered directly in their names with Computershare will be able to vote using the telephone and Internet. For beneficial stockholders with shares registered in the name of a broker, bank, trustee or other nominee, a number of brokerage firms and banks are participating in a program that offers telephone and Internet voting options. Stockholders should refer to the voting instruction card provided by their broker, bank, trustee or other nominee for instructions on the voting methods they offer. If your shares are held in an account at a broker, bank, trustee or other nominee participating in this program or registered directly in your name with Computershare, you may vote those shares by calling the telephone number specified on your proxy or accessing the Internet website address specified on your proxy instead of completing and signing the proxy itself. The giving of such a telephonic or Internet proxy will not affect your right to vote in person should you decide to attend the Annual Meeting. The telephone and Internet voting procedures are designed to authenticate stockholders' identities, to allow stockholders to give their voting instructions and to confirm that stockholders' instructions have been recorded properly. If you vote by telephone or by the Internet, you do not need to send in a proxy card or voting instruction form. The deadline for telephone and Internet voting will be 11:59 p.m., Eastern Time, on April 29, 2018.

~~How will my proxy be voted?~~

The proxy accompanying this proxy statement is solicited on behalf of our board of directors for use at the Annual Meeting. Stockholders who received a proxy by mail and choose to vote by mail are requested to complete, date and sign the accompanying proxy and promptly return it in the envelope provided. All signed, returned proxies that are not revoked will be voted in accordance with the instructions contained therein.

Proxies will be voted as specified by the stockholders. Unless contrary instructions are specified by the stockholder on the proxy card, if the accompanying proxy card is executed and returned (and not

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revoked) before the Annual Meeting, the shares of the common stock of the Company represented thereby will be voted "FOR" election of the nominees listed in this Proxy Statement as directors of the Company, "FOR" the proposal regarding advisory vote approving executive compensation and "FOR" the ratification of Deloitte as the Company's independent registered public accounting firm for the year ending December 31, 2019. A stockholder's submission of a signed proxy will not affect his or her right to attend and to vote in person at the Annual Meeting.

~~How do I change or revoke my proxy?~~

Any person signing a proxy in the form accompanying this proxy statement has the power to revoke it prior to the Annual Meeting or at the Annual Meeting prior to the vote pursuant to the proxy. A proxy may be revoked by a writing delivered to us stating that the proxy is revoked, by a subsequent proxy that is signed by the person who signed the earlier proxy and is delivered before or at the Annual Meeting, by voting again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the Annual Meeting will be counted) or by attendance at the Annual Meeting and voting in person. Please note, however, that if a stockholder's shares are held of record by a broker, bank, trustee or other nominee and that stockholder wishes to vote in person at the Annual Meeting, the stockholder must bring a legal proxy to the Annual Meeting.

~~Who will count and certify the votes?~~

Representatives of Broadridge Investor Communication Solutions, Inc. ("Broadridge") and the staff of our corporate secretary and investor relations offices will count the votes and certify the election results. The results will be publicly filed with the SEC on a Form 8-K within four business days after the Annual Meeting.

~~How can I make a proposal or make a nomination for director for next year's annual meeting?~~

You may present proposals for action at a future meeting or submit nominations for election of directors only if you comply with the requirements of the proxy rules established by the SEC and our amended and restated by-laws, as applicable. In order for a stockholder proposal or nomination for director to be considered for inclusion in our proxy statement and form of proxy relatingbetter serve to our annual meeting of stockholders to be held in 2020, the proposal or nomination must be received by us at our principal executive offices no later than November 22, 2019. Stockholders wishing to bring a proposal or nominate a director at the annual meeting to be held in 2020 (but not include it in our proxy materials) must provide written notice of such proposal to our Secretary at our principal executive offices between January 1, 2020 and January 31, 2020 and comply with the other provisions of our amended and restated by-laws.

~~Who pays for the cost of proxy preparation and solicitation?~~customers.

~~The accompanying proxy is solicited by our board of directors.~~

We have ~~also retained~~a Corporate Sustainability Report that discusses the ~~firm of Georgeson to aid in the solicitation of brokers, banks, institutional~~values, goals and ~~other stockholders~~objectives we strive for a fee of approximately $10,000, plus reimbursement of expenses. Broadridge will also assist us in the distribution of proxy materials and provide voting and tabulation services for the Annual Meeting. All costs of the solicitation of proxies will be borne by us. We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or nominees for forwarding proxy materials to street name holders. We are soliciting proxies primarily by mail. In addition,each day.

		Five key areas in which we focus our efforts include:
		•			Teammate Safety
		•			Inclusion, Diversity, and Equity
		•			Training and Development
		•			Teammate Retention
		•			Competitive Compensation and Benefits

The Corporate Sustainability Report
is available without charge on our directors, officers and employees may solicit proxies by telephone or other means of communication personally. Our directors, officers and employees will receive no additional compensation for these services other than their regular compensation.

website at www.corporate.terminix.com/responsibility/index.html.

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THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

~~Board Structure and Director Independence~~BOARD STRUCTURE AND DIRECTOR INDEPENDENCE

Our board of directors is currently composed of ~~seven~~nine directors. Our amended and restated certificate of incorporation provides for a classified board of directors, with members of each class serving staggered three-year terms. We currently have ~~two directors in Class I,~~ three directors in ~~Class II and two directors in Class III.~~each class. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The terms of directors in Classes I, II, III and ~~III~~I end at the annual meetings in ~~2019, 2020~~2022, 2023 and ~~2021,~~2024, as indicated below.

	Name			Position		Class	Term Expires
		Laurie Ann Goldman			Independent Director	~~Class~~	II	2022
~~John~~	Steven B. ~~Corness~~Hochhauser		~~Class I—Expiring 2021 Annual Meeting~~	Independent Director		II	2022
	Chris S. Terrill			Independent Director		II	2022
	Deborah H. Caplan			Independent Director		III	2023
	Naren K. Gursahaney			Chairman of the Board		III	2023
	Teresa M. Sebastian			Independent Director		III	2023
	David J. Frear			Independent Director		I	2024
	Brett T. Ponton			Chief Executive Officer and Director		I	2024
	Stephen J. Sedita		~~Class I—Expiring 2021 Annual Meeting~~
~~Laurie Ann Goldman~~	Independent Director	~~Class II—Expiring 2019 Annual Meeting~~
~~Steven B. Hochhauser~~		~~Class II—Expiring 2019 Annual Meeting~~
~~Nikhil M. Varty~~I		~~Class II—Expiring 2019 Annual Meeting~~
~~Naren K. Gursahaney~~	2024	~~Class III—Expiring 2020 Annual Meeting~~
Mark E. Tomkins*		~~Class III—Expiring 2020 Annual Meeting~~

* Chairman of the Board

At each annual meeting of stockholders, the successors of the directors whose term expires at that meeting are elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Ms. Sebastian was appointed to the board in July 2021 and is standing for election this year as this is the first opportunity stockholders have to vote on her candidacy; Mr. Terrill also joined the board in July 2021 and slated for election by the stockholders this year as he was designated as a Class II director at the time he was appointed to the board. If elected, Ms. Sebastian will serve as a Class III director until the 2023 Annual Meeting of Stockholders, at which time she may (subject to the Nominating and Corporate Governance Committee’s evaluation) be nominated for an additional three-year term with the other Class III directors. The board of directors is therefore asking you to elect the three nominees for director whose term expires at the Annual ~~Meeting.~~Meeting and one director for a one-year term. The board of directors has nominated Laurie Ann Goldman, Steven B. Hochhauser and ~~Nikhil M. Varty,~~Chris S. Terrill, our Class II directors, ~~have been nominated~~and Teresa M. Sebastian, a Class III director for ~~reelection~~a one-year term, for election at the Annual Meeting. See ~~"Proposal~~“Proposal 1—Election of ~~Directors"~~Directors” below.

The number of members on our board of directors may be fixed by resolution adopted from time to time by the board of directors. Any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director ~~shall hold~~holds office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. ~~During 2018,~~In January 2021, our board elected Mr. ~~Hochhauser was added~~Frear as a ~~new~~Class I director on our board of directors and, in July 2021, our board elected Mr. Terrill and Ms. Sebastian as Class II and Class III directors, respectively, of our board of directors. Effective as of May 18, 2021, Mark E. Tomkins retired as a member of the board of directors. In connection with the spin-off of the American Home Shield business ("AHS") on October 1, 2018, on September 30, 2018, Peter L. Cella, William C. Cobb and Richard P. Fox resigned as members of our board of directors and were appointed to serve on the board of directors of frontdoor, inc., the parent company of AHS ("Frontdoor").

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2022 ANNUAL
PROXY STATEMENT

THE BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE

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Set forth below is biographical information as well as background information relating to each ~~nominee's~~nominee’s and continuing ~~director's~~director’s business experience, qualifications, attributes and skills and a description of why the board of directors and Nominating and Corporate Governance Committee believe each individual is a valuable member of the board of directors. The ~~persons~~directors who have been nominated for election and are to be voted ~~upon~~on at the Annual Meeting are listed first, with continuing directors following thereafter. The respective age of each individual below is as of ~~March 21, 2019.~~

April 8, 2022.

~~Nominees for Election to the Board of Directors in 2019~~NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2022

Class II—Nominees Whose Term Expires in ~~2019~~

2022

Laurie Ann Goldman

	Age: 59 Director Since: 2015			Committees: Compensation Nominating and Corporate Governance (Chair)
~~Name~~		~~Age~~			~~Principal Occupation and Other Information~~	EXPERIENCE
~~Laurie Ann Goldman~~			56		• Ms. Goldman is the founder and chief executive officer of LA Ventures, an investment and advisory firm for growth-oriented, consumer-facing businesses. She has been a private investor and advisor since August 2019, and was from 2014 until 2018. • Ms. Goldman served as ~~one of our directors since December 2015. She was named~~ chief executive officer of New Avon LLC, infrom January 2019 until August 2019. New Avon, LLC is a privately held company and is the leading social selling beauty company in North America, with independent sales representatives throughout the United States, Puerto Rico and Canada. • Ms. Goldman is the founder and chief executive officer of LA Ventures, an investment and advisory firm for growth-oriented, consumer-facing businesses. From 2014 until 2019, she was a private investor and advisor. She servespreviously served on the ~~board~~boards of directors of New Avon, LLC and Francesca’s Holdings Corporation, a women’s clothing retailer.		• She serves on the boards of directors of Guess? Inc., a publicly traded contemporary apparel and related consumer products retailer, European Wax Center, Inc., a publicly traded corporation that is a personal care operator and franchisor, Joe & The Juice Holding A/S, a private company with a chain of juice bars and coffee shops in North America, Europe, Asia and ~~Australia. Ms. Goldman previously served on~~Australia, ClubCorp, a privately held corporation that is the ~~board~~largest owner and operator of ~~directors of Francesca's Holdings Corporation,~~private golf and country clubs in the U.S., 101 Studios, a ~~women's clothing~~privately held global entertainment studio, Newlight Technologies, a privately held biotechnology company that produces degradable products designed to replace plastic products and Claire’s Stores, Inc., a privately held corporation that is a fashionable jewelry and accessories retailer. ~~From 2002 until 2014,~~ • Ms. Goldman served as chief executive officer of Spanx, Inc., a ~~women's~~women’s undergarment and apparel ~~company.~~ company from 2002 until 2014.
	REASONS FOR NOMINATION Ms. Goldman brings significant brand management and multi-channel product and marketing experience, and her prior executive management expertise, along with her experience on public and private company boards, qualify her to serve on our board of directors.

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Steven B. Hochhauser

	Age: 60 Director Since: 2018		Committees: Compensation Nominating and Corporate Governance
~~Steven B. Hochhauser~~	EXPERIENCE
	• 57	Mr. Hochhauser has ~~served as one of our directors~~been a private investor since ~~May 2018. Mr. Hochhauser,~~2011. He previously served as interim president of our American Home Shield business prior to its spin-off from March until May 2018. He • Since May 2019, he has ~~been~~served as chairman of Quantix, a ~~private investor~~privately held company, and since ~~2011. Since~~ 2016, he has served as chairman of Zone Climate Services, a privately held refrigeration service company. • He previously served as chairman of Ascensus Specialties LLC, a ~~privatly~~privately held specialty chemicals company, from 2016 until 2021 and served as chief executive officer of Ascensus Specialties from 2016 until 2017. ~~From 2012 until 2016 he~~He was the lead director of Novolex, a privately held paper and plastic packaging company from 2012 until 2016 and from 2013 until 2015, he was on the board of Argotec LLC, a privately held specialty plastic and films company.		• He is the former chairman and chief executive officer of Johns Manville. • Mr. Hochhauser has held various executive positions at Ingersoll Rand, Honeywell and United Technologies.
	REASONS FOR NOMINATION Mr. ~~Hochhauser's~~Hochhauser’s knowledge of strategic planning and business operations, along with his leadership experience and prior board experience, qualify him to serve on our board of ~~directors.~~ directors

Chris S. Terrill

~~Table of Contents~~

	Age: 54 Director Since: 2021			Committees: Audit Environmental, Health and Safety
~~Name~~		~~Age~~			~~Principal Occupation and Other Information~~	EXPERIENCE
~~Nikhil M. Varty~~			54		• Mr. ~~Varty~~Terrill has served as ~~ServiceMaster's Chief Executive Officer and~~Co-Chairman of Z-Work, a special purpose acquisition company focused on technology in the workplace, since February 2021. • Since 2016, Mr. Terrill has served on the board of Realogy Holdings Corp., a publicly traded global leader in residential real estate. Mr. Terrill also serves as a director ~~since July 2017.~~ for Vacasa, a publicly traded international vacation rental management company which debuted as a public company in December of 2021. • Mr. Terrill previously served on the board of The Porch Group, a public company connecting moving companies, home inspectors and professionals to consumers, from January 2021 until March 2022.		• From ~~2012~~May 2011 until ~~2016,~~November 2018 Mr. ~~Varty~~Terrill served as ~~president~~the chief executive officer, as well as a board director, of ~~the Americas and global vice president of mergers & acquisitions at WABCO Holdings Inc.,~~ANGI Homeservices, a leading global supplier of electronic, mechanical, electro-mechanical and aerodynamic products for the major manufacturers of commercial trucks, buses, trailers and passenger cars. From 2005 through 2012, Mr. Vartydigital marketplace connecting consumers to local service providers. Before assuming that role, he served as ~~vice president~~the chief executive officer of HomeAdvisor.com, a wholly owned subsidiary of IAC, a majority shareholder in ANGI Homeservices. • Mr. Terrill has previously held senior leadership positions at Nutrisystem.com, Blockbuster.com, and ~~business unit leader for WABCO's compression & braking business unit in Brussels, Belgium. Mr. Varty's extensive business~~Match.com.
	REASONS FOR NOMINATION Mr.Terrill brings significant brand management and ~~management background~~marketing experience, and his prior executive management expertise, along with his experience ~~leading~~on public and ~~managing large, complex organizations~~private company boards, qualify him to serve on our board of directors.

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Class III—Nominee For A One-Year Term

Ms. Sebastian was appointed to the board in July 2021 and is standing for election this year as this is the first opportunity stockholders have to vote on her candidacy; Mr. Terrill also joined the board in July 2021 and slated for election by the stockholders this year as he was designated as a Class II director at the time he was appointed to the board. If elected, Ms. Sebastian will serve as a Class III director until the 2023 Annual Meeting of Stockholders, at which time she may (subject to the ~~Board of Directors~~Nominating and Corporate Governance Committee’s evaluation) be nominated for an additional three-year term with the other Class IIIdirectors.

Teresa M. Sebastian

	Age: 64 Director Since: 2021			Committees: Compensation Nominating and Corporate Governance
	EXPERIENCE
	• Ms. Sebastian has served as the president and chief executive officer of The Dominion Asset Group, a venture capital firm focused on urban real estate and commercial ventures, since 2015. • Ms. Sebastian serves on the board of Kaiser Aluminum Corp,, a publicly traded company involved in the aerospace, automotive, and industrial application of aluminum mill products and on the board of The AES Corporation, a publicly traded global energy company. • She also currently serves as a director for the following privately held companies: Juul Labs, an electronic vapor products company, Edward Jones Bank, a private bank that has not been approved by the FDIC and Assemble Sound, a music licensing, recording, production and artist management company.			• Previously, Ms. Sebastian served as the senior vice president, general counsel, and corporate secretary of Darden Restaurants, a multi-brand restaurant operator. • Ms. Sebastian has previously held senior leadership positions at the following companies: Veyance Technologies, a manufacturer and marketer of engineered rubber products, Information Resources, a provider of information, analytics, and insights, and DTE Energy Company and CMS Energy Corporation, energy-based companies.
	REASONS FOR NOMINATION Ms. Sebastian’s experience in the areas of multi-unit distributed services, executive leadership, strategic planning and as member of other public and private company boards, qualify her to serve on our board of directors.

CONTINUING MEMBERS OF THE BOARD OF DIRECTORS

Class III—Directors Whose Term Expires in ~~2020~~2023

Deborah H. Caplan

	Age: 59 Director Since: 2019			Committees: Compensation (Chair) Environmental, Health and Safety
	EXPERIENCE
	• Ms. Caplan has served since April 2013 as executive vice president, human resources and corporate services for NextEra Energy, Inc., a leading clean energy company. Her responsibilities include leadership of the company’s corporate pandemic team, human resources, corporate real estate, security and innovation initiatives. • She previously served as chief operating officer of NextEra Energy’s subsidiary, Florida Power & Light Company, one of the largest electric utilities in the U.S. and as NextEra Energy’s vice president of integrated supply chain covering strategy, procurement and logistics of all materials and services.			• Prior to joining NextEra Energy, she worked at GE as the senior vice president of global operations for GE Capital Vendor Financial Services. She also served as vice president of six sigma, sourcing and e-commerce for a GE Capital business with distributed U.S. operations. • Prior to GE Capital, she served in various leadership roles at GE Aircraft Engines in manufacturing and new product development.
	QUALIFICATIONS FOR BOARD MEMBERSHIP Ms. Caplan’s broad experience in business operations, strategy, leadership, customer service, culture and talent development all qualify her to serve on our board of directors.

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Naren K. Gursahaney

	Age: 60 Director Since: 2017			Committees: Audit Nominating and Corporate Governance
~~Name~~		~~Age~~			~~Principal Occupation and Other Information~~	EXPERIENCE
~~Naren K. Gursahaney~~			57		• Mr. Gursahaney has served as ~~one~~our Chairman of the Board since April 2019. • He served as our ~~directors since December 2017.~~ Interim Chief Executive Officer from January 2020 until September 14, 2020. • He has been a private investor since 2016. ~~From 2012 until 2016, he~~ • He currently serves on the board of directors of NextEra Energy, Inc.		• He served as president and chief executive officer, and a member of the board of directors, of The ADT Corporation, a leading provider of security and automation solutions for homes and businesses in the United States and ~~Canada. From 2003~~Canada from 2012 until ~~2012, he~~2016. • He served in various executive positions at Tyco International Ltd. ~~He currently serves on the board of directors of NextEra Energy, Inc.~~ from 2003 until 2012.
	QUALIFICATIONS FOR BOARD MEMBERSHIP Mr. ~~Gursahaney's~~Gursahaney’s extensive experience in operations, strategic planning and with large, global residential and commercial services companies, along with his board experience, qualify him to serve on our board of directors.

Class I—Nominees Whose Term Expires in 2024

David J. Frear

	Age: 65 Director Since: 2021		Committees: Audit (Chair) Environmental, Health and Safety
~~Mark E. Tomkins~~	EXPERIENCE
	• 63	Mr. Tomkins has served as one of our directors since June 2015 and as non-executive Chairman since May 2016. He has been a private investor since 2006. He currently serves on the boards of W. R. Grace & Co., a specialty chemical and specialty materials manufacturing and production company, and Klockner Pentaplast Group, a privately held plastic film and packaging manufacturer. From 2007 until 2014, he served on the board of Elevance Renewable Sciences Inc., a privately held renewable polymer and energy company, and from 2007 to 2012, he served on the board of CVR Energy, Inc., a petroleum refining and nitrogen fertilizer manufacturing company. From 2005 until 2006, Mr. Tomkins served as senior vice president and chief financial officer of Innovene, a petrochemical and oil refining company controlled by BP p.l.c. that is now part of the INEOS Group. Prior to Innovene, heFrear served as chief financial officer of ~~Vulcan Materials Company~~subscription-based, satellite radio provider Sirius XM from 2003 through September 2020. • Mr. Frear is a member of the board of directors of The NASDAQ Stock Market LLC, NASDAQ PHLX LLC, and ~~Great Lakes Chemical (now Chemtura)~~NASDAQ BX, Inc., subsidiaries of Nasdaq, Inc., a leading provider of trading, clearing, exchange technology, listing, information and public company services.		• He previously served on the boards of Sirius XM Canada Holdings Inc., Savvis Communications and Pandora Media Inc. • Prior to Sirius XM, Mr. Frear was also chief financial officer at Savvis Communications Corporation, Orion Network Systems Inc. and Millicom Incorporated and was ~~vice president of finance~~an investment banker at Bear, Stearns & Co., Inc. and ~~business development for the polymer~~Credit Suisse.
	QUALIFICATIONS FOR BOARD MEMBERSHIP Mr. Frear’s experience as a chief financial officer, his financial acumen and electonric materials division of Allied Signal (now Honeywell) and held several finance positions with Monsanto. Mr. Tomkins is a certified public accountant. Mr. Tomkins' financial, accounting and management expertise, along with his experience on other public and private company boards qualify him to serve on our board of directors.

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Brett T. Ponton

	Age: 52 Director Since: 2020
~~Name~~		~~Age~~		~~Principal Occupation and Other Information~~	EXPERIENCE
~~John B. Corness~~			64	• Mr. ~~Corness~~Ponton has served as ~~one~~Terminix’s Chief Executive Officer and as a member of our board of directors since ~~July 2016. He has been a private investor~~September 15, 2020. • Mr. Ponton previously served as president of Monro, Inc. from August 2017 and ~~advisor since 2013. From 1999~~as chief executive officer from October 2017 until ~~2013,~~August 2020. • Prior to Monro, Mr. ~~Corness was employed by Polaris Industries,~~Ponton served as president and chief executive officer of American Driveline Systems, Inc. (the parent company of AAMCO Transmissions Inc., ~~a leading manufacturer~~Cottman Transmission Systems, LLC and Global Powertrain Systems, Inc.) from September 2013 until July 2017.		• He also served as president and chief executive officer of ~~recreational and utility vehicles, where he~~Heartland Automotive Services, Inc., the largest operator of Jiffy Lube stores in North America, from 2009 until September 2013. • He previously held ~~various positions including vice president of human resources. Previously, he served in various human resources~~leadership positions at ~~General Electric, Maple Leaf Foods Canada~~Veyance Technologies, an engineered products business based in Shanghai, China, and ~~TransAlta Resources. From 2013 until 2018 he owned Corness Associates, a consulting firm focused on succession~~Melbourne, Australia, and Goodyear Tire & Rubber Co.
	QUALIFICATIONS FOR BOARD MEMBERSHIP Mr. Ponton’s experience in operations and strategic planning ~~leadership development and HR strategy. His strength in identifying and creating strong leadership teams, and~~with consumer services companies, along with his ~~knowledge of executive succession planning and compensation practices and plans for public company executive officers,~~board experience, qualify him to serve on our board of directors.

Stephen J. Sedita

	Age: 70 Director Since: 2013		Committees: Audit Environmental, Health and Safety (Chair)
~~Stephen J. Sedita~~	EXPERIENCE
	• 67	~~Mr. Sedita has served as one of our directors since December 2013. From 2008 until he retired in 2011,~~ Mr. Sedita served as the chief financial officer and vice president of GE Home & Business Solutions, a business of General Electric ~~Company. From 2007~~Company, from 2008 until ~~2008,~~ he retired in 2011. • Mr. Sedita served as chief financial officer and vice president of GE ~~Aviation. From 2005~~Aviation from 2007 until ~~2007,~~ 2008. • Mr. Sedita was vice president and chief financial officer of GE Industrial Sector, a portfolio of electrical product, systems and plastics ~~businesses.~~ businesses from 2005 until 2007.		• Prior to GE Industrial Sector, he served as chief financial officer of GE Consumer & Industrial, GE Appliances and GE ~~Plastics. From 1995 until 2016, he~~Plastics • He served on the board of Controladora Mabe, S.A. de C.V., from 1995 until 2016 and also previously served on the boards of Camco Inc. and Momentive Performance Materials Holdings Inc.
	QUALIFICATIONS FOR BOARD MEMBERSHIP Mr. ~~Sedita's~~Sedita’s extensive business and financial background and his prior board service experience qualify him to serve on our board of directors.

DIRECTOR INDEPENDENCE

		Our board of directors has determined, after considering all of the relevant facts and circumstances, that Mses. Caplan, Goldman and Sebastian and Messrs. Frear, Gursahaney, Hochhauser, Sedita and Terrill are “independent” as defined under NYSE listing standards. In making its determination of director independence, our board of directors considers the NYSE listing standards and all relevant facts and circumstances, including ensuring that the following categories of relationships between a director and our Company are evaluated:
		• employment of a director or a director’s immediate family member by, a director’s position as a director with, or direct or indirect ownership by a director or a director’s immediate family member of a 10 percent or greater equity interest in, another company or organization that made payments to, or received payments from, our Company or any of our subsidiaries for property or services in an amount which, in each of the last three fiscal years, did not exceed the greater of $1 million or two percent of such other company’s consolidated gross revenues; and
		• a relationship of a director or a director’s immediate family member with a charitable organization, as an executive officer, board member, trustee or otherwise, to which our Company or any of our subsidiaries has made, in any of the last three fiscal years, charitable contributions of not more than the greater of $100,000 or two percent of such charitable organization’s consolidated gross revenues.

~~Director Independence~~

Our board of directors has determined, after considering all of the relevant facts and circumstances, that Ms. Goldman and Messrs. Corness, Gursahaney, Hochhauser, Tomkins and Sedita are "independent" as defined under New York Stock Exchange ("NYSE") listing standards. In making its determination of director independence, our board of directors considers the NYSE listing standards and all relevant facts and circumstances, including ensuring that the following categories of relationships between a director and our Company are evaluated:

•: employment of a director or a director's immediate family member by, a director's position as a director with, or direct or indirect ownership by a director or a director's immediate family member of a 10 percent or greater equity interest in, another company or organization that made payments to, or received payments from, our Company or any of our subsidiaries for property or services in an amount which, in each of the last three fiscal years, did not exceed the greater of $1 million or two percent of such other company's consolidated gross revenues; and12

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•: a relationship of a director or a director's immediate family member with a charitable organization, as an executive officer, board member, trustee or otherwise, to which our Company or any of our subsidiaries has made, in any of the last three fiscal years, charitable contributions of not more than the greater of $100,000 or two percent of such charitable organization's consolidated gross revenues.

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No director qualifies as ~~"independent"~~“independent” unless the board of directors affirmatively determines that the director has no material relationship with our Company or our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company or any of our subsidiaries). Our board of directors assesses on a regular basis, and at least annually, the independence of directors and, based on the recommendation of the Nominating and Corporate Governance Committee, makes a determination as to which members are independent. To assist the board of directors in making its independence assessment, each year members of our board of directors complete responses to a questionnaire, which requires disclosure of each ~~director's~~director’s and his or her immediate ~~family's~~family’s relationships to the Company, as well as any potential conflicts of interest and other matters. From March until May 2018, Mr. Hochhauser served as interim president of AHS prior to its spin-off and received payments totaling $250,000 for such service. The Board determined, after considering all of the relevant facts and circumstances, that Mr. Hochhauser was independent as defined under NYSE listing standards. Other than Mr. Hochhauser's payment for serving as interim president of AHS,In 2021, there were no related-party or conflicts of interest transactions between the Company and any of our independent directors that require disclosure under ~~SEC~~U.S. Securities and Exchange Commission (“SEC”) rules.

~~Board Leadership Structure~~BOARD LEADERSHIP STRUCTURE

Our board of directors is currently led by our ~~non-executive~~ Chairman of the Board, Mr. ~~Tomkins.~~Gursahaney. As stated in our Corporate Governance Guidelines, the board has no policy with respect to the separation of the offices of Chairman of the Board and CEO. The board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairman and CEO in any way that is in the best interests of the ~~company~~Company at a given point in time. The board believes this governance structure currently promotes a balance between the ~~board's~~board’s independent authority to oversee our business and the CEO and his management team who manage the business on a day-to-day basis. The board expects to periodically review its leadership structure to ensure that it continues to meet our needs.

~~Meetings~~ The Chairman of the Board has authority to call meetings of ~~Directors~~the independent directors, and ~~Attendance at~~if requested by stockholders, ensure that he or she is available for consultation and direct communication with the ~~Annual Meeting~~stockholders.

MEETINGS OF THE BOARD OF DIRECTORS AND ATTENDANCE AT THE ANNUAL MEETING

Our board of directors held 1518 meetings during the fiscal year ended December 31, ~~2018.~~2021. Each of our incumbent directors attended at least 7583 percent of the total number of meetings of the board and any committees of which he or she was a member in ~~2018.~~2021. Directors are encouraged to attend our annual meetings. All of the directors serving on the board at the time attended the ~~2018~~2021 Annual ~~Meeting, except for Ms. Goldman who could not attend due to a conflicting family event.~~

Meeting.

~~Executive Sessions~~EXECUTIVE SESSIONS

Executive sessions, which are meetings of the independent directors, are regularly scheduled throughout the year. ~~Since~~In 2021, Mr. ~~Tomkins' appointment as non-executive Chairman in May 2016, he has~~Gursahaney presided over the executive ~~sessions.~~sessions as our independent Chairman of the Board. The committees of the board, as described more fully below, also meet regularly in executive session.

Governance Documents
(All Publicly Available)

•

Corporate Governance Guidelines

•

Environment, Health and Safety Committee Charter

•

Audit Committee Charter

•

Code of Conduct

•

Compensation Committee Charter

•

Financial Code of Ethics

•

Nominating and Corporate Governance Committee Charter

•

Corporate Sustainability Report

A copy of these governance documents are available, without charge, on our website at
www.corporate.terminix.com/responsibility/index.html.

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CORPORATE GOVERNANCE GUIDELINES

Our board of directors has adopted Corporate Governance Guidelines to address significant corporate governance issues. ~~A copy of these guidelines is available on our website at~~~~www.servicemaster.com/company/about/corporate-governance~~. These guidelines provide a framework for our corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, board composition, director compensation and management and succession planning. The Nominating and Corporate Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to our board of directors any changes to the guidelines.

CODE OF CONDUCT AND FINANCIAL CODE OF ETHICS

~~Table of Contents~~

~~Code of Conduct and Financial Code of Ethics~~

We have a Financial Code of Ethics that applies to the CEO, CFO and Controller, or persons performing similar functions, and other designated officers and ~~employees,~~teammates, including the primary financial officer of each of our business units and the Treasurer. We also have a Code of Conduct that applies to all of our directors, officers and ~~employees.~~teammates. 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. ~~The Financial Code of Ethics and the Code of Conduct is available without charge on our website at~~

~~www.servicemaster.com/company/about/corporate-governance~~.

We will promptly disclose any substantive changes in or waiver of, together with reasons for any waiver of, either of these codes granted to our executive officers, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, by posting such information on our website at~~www.servicemaster.com/company/about/corporate-governance.~~www.corporate.terminix.com/responsibility/index.html

~~Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters~~.

COMPLAINTS REGARDING ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING MATTERS

In accordance with the Sarbanes-Oxley Act of 2002, our Audit Committee has adopted procedures for the receipt, retention and treatment of complaints regarding accounting controls or auditing matters and to allow for the confidential, anonymous submission by teammates and others of concerns regarding questionable accounting or auditing matters.

ENVIRONMENTAL, SOCIAL, SAFETY AND TEAMMATE MATTERS

Our customers have come to trust us during some of the most important moments of their lives, protecting them from the effects of pests and termites, so they can live hassle-free lives. Our frontline serves our customers with passion because they care deeply about the work they do and the relationships they have built.

We aspire to deliver an unparalleled customer experience. We believe through outstanding service, we have the power to impact and improve lives and drive growth in our businesses. This core belief is at the heart of how we are shaping our future, working with teammates and franchise associates, and re-imagining our customer journeys to deliver memorable experiences to our customers at every touch point.

Listening to our teammates in the field and instilling their learnings in our processes and systems allows us to remove obstacles from their paths, enabling them to deliver an unmatched customer experience. Enhancing benefits, optimizing work hours, improving pay-for-performance structures and creating career paths tailored to deserving teammates’ aspirations demonstrates our deep care for them in their quest to deliver outstanding service. We are creating a workplace that respects creativity, initiative, diversity of thought and cultural inclusion by recognizing talent and perseverance at every level. We have increased our community outreach because service and care are at the heart of our business. Credibility is extremely important. We have significantly improved our ability to deliver on our commitments to our customers, teammates, partners, stockholders and other stakeholders.

Human Capital Management

Terminix employs approximately 10,000 teammates in the United States and 1,700 teammates outside the United States in Europe, Canada and Central America. As a leader in the pest management industry, we recognize that our teammates are our most important asset in the delivery of the services we provide to customers. Since we deliver services in various communities around the world, it is important that our Teammate base reflect the values and customers of those communities we serve. In this regard, we are committed to fostering a safe, inclusive, and equitable workplace that attracts and retains exceptional talent, enabling us to better serve to our customers.

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Five key areas in which we focus our efforts include:

•

Teammate Safety

•

Inclusion, Diversity and Equity

•

Training and Development

•

Teammate Retention

•

Competitive Compensation and Benefits

Teammate Safety

At Terminix, safety is a core value. We maintain strong safety programs focused on continuously improving the safety and wellbeing of our communities, teammates and customers we serve. We maintain a safety first always culture grounded in striving for zero teammate injuries and illnesses, while operating and delivering our services responsibly and sustainably, and eliminating workplace incidents, risks and hazards. We review and monitor our performance regularly with a goal to continually reduce recordable incidents. During 2021, our recordable incident rate declined more than 15 percent compared to fiscal 2020.

During the global novel coronavirus pandemic (“COVID-19” or “pandemic”), and continuing throughout 2021, our focus on workplace safety enabled us to preserve business continuity without sacrificing our commitment to keep our teammates, workplace visitors and customers safe.

Terminix was designated an essential business early in the COVID-19 pandemic. Since the onset of the pandemic, we have taken an integrated approach to helping our teammates manage their work and personal responsibilities, with the ~~Sarbanes-Oxley Act,~~priority on teammate wellbeing, health and safety. Terminix has worked with suppliers to ensure our ~~Audit Committee~~teammates have the appropriate personal protection equipment to allow them to continue to serve our customers in a safe manner, protecting both the customer and the teammate. The Company has ~~adopted procedures~~consistently evaluated and evolved its COVID-19 protocols to align with the most current health recommendations so as to minimize exposure to the virus.

Inclusion, Diversity and Equity

At Terminix, we believe inclusion inspires results. Perspectives from a diverse workforce can provide key insights into selling into diverse communities, providing numerous avenues for the ~~receipt,~~growth of the business and improved customer satisfaction.

The Company has created a Culture, Inclusion and Diversity Advisory Team (“Advisory Team”) with a mission to foster actions that create an inclusive work environment valuing the contributions and perspectives of all teammates. The goal of the Advisory Team is to advance a workforce that builds and advocates for gender, race, age, language, cultural background, education, work experience, ethnicity, sexual orientation, physical ability, as well as the religious and cultural views of members of Terminix. The Advisory Team is representative of Terminix teammates chosen to help engage in ongoing evaluation of Terminix’s internal business practices and advise the Terminix leadership team on driving a culture of inclusion, diversity and equity.

The Advisory Team is committed to promoting and advancing this important work through five distinct subcommittees that drive diversity, equity and inclusion goals across core business streams:

•

Corporate Responsibility

•

Culture

•

Inclusion

•

Supplier Diversity

•

Talent and Equity

As of December 31, 2021, our workforce in the U.S consisted of 60 percent white and 40 percent minority representation. Also, our workforce was 81 percent male and 18 percent female, with one percent undeclared. Terminix is committed to improving the levels of both racial and gender representation to better reflect the communities in which we operate. We have long-established, teammate-driven Business Resource Groups, which provide opportunities for education, community partnerships, cultural awareness and career development.

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Training and Development

We have made investments to our human resources organization and structure that centralized and standardized hiring and training practices. We have also introduced tools to help our branch managers manage labor more efficiently, and we continue to invest in attracting, developing and retaining talent. Our front-line teammates also receive on-the-job training to ensure we are executing for our customers. Our online training platforms provide our teammates with access to a multitude of training courses, videos, reference material and other tools.

As part of encouraging internal development, we engage in regular discussions around succession planning and talent development at all levels of our Company. Our board of directors has frequent contact with business leaders within the organization and participates actively in the succession planning process. Our Senior Vice President of Human Resources reports directly to the CEO and works with management to evaluate internal talent for future leadership positions within the organization on an ongoing basis. In evaluating potential acquisitions, an important consideration is the quality of the management team of the target company and our ability to ensure such management team will remain with the Company as needed if we acquire the business.

Teammate Retention

Our experience has demonstrated that the retention of well-trained, high-performing teammates results in higher customer retention and ~~treatment~~improved financial results. Terminix has made significant investments in the hiring and training of ~~complaints regarding accounting controls or auditing matters~~teammates, especially those who are the Company’s face to the customer. Turnover rates for pest technicians tend to be higher in the first year of employment with a reduced rate beyond the first year. Consequently, Terminix has made investments in the recruiting, onboarding and training of new teammates to enhance their ability to deliver quality service to our customers and to ~~allow~~keep them engaged in the Terminix business. In 2021, teammate retention and experience continued to be a focus for the ~~confidential, anonymous submission~~Company. The Company made strategic investments, such as the Terminix Way, that includes the development of enhanced Standard Operating Procedures, training paths, and technology for frontline teammates that will improve consistency from branch-to-branch and teammate-to-teammate, and begin to provide well-defined career paths for our teammates.

Competitive Compensation and Benefits

Terminix is committed to investing in our workforce by ~~employees~~providing competitive compensation and ~~others~~benefit programs.

Compensation programs include base salary and variable compensation programs such as annual bonus, production plans, sales commissions, spot bonus and stock awards. The variable compensation programs are performance based, with the actual amount earned depending on the performance of ~~concerns regarding questionable accounting or auditing matters.~~

the Company and the teammate.

~~Board Committees~~•

Comprehensive health and dental coverage is offered to teammates.

•

A 401(k) savings plan with a Company match is offered that allows teammates to save for their future.

•

Parental leaves are provided to all new parents of both genders for births and adoptions.

•

Other insurance benefits are also offered, including Company-paid and supplemental teammate-paid life insurance, long-term disability and accidental death and disability coverage.

An Employee Stock Purchase Plan, where teammates can purchase stock in the Company to participate in the success of the Company, is also offered to teammates. This plan has been suspended as of December 31, 2021 due to the expected merger with Rentokil.

We have a Corporate Sustainability Report that discusses the values, goals and objectives we strive for each day and the impact we are making for our customers and stakeholders that is available on our corporate website.

16TERMINIX

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THE BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE

2022 ANNUAL
PROXY STATEMENT

BOARD COMMITTEES

Our board of directors maintains an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Environmental, Health and Safety ~~Committee and a Nominating and Corporate Governance~~ Committee. ~~Each~~In 2021, each of these committees iswas comprised entirely of independent directors. Below is a brief description of our committees. The following table shows the committee members as of December 31, ~~2018,~~2021, and the number of meetings held during ~~2018.~~

2021.

Director

Audit

Compensation

Nominating &
Corporate
Governance

Environmental,
Health & Safety

Deborah H. Caplan

David J. Frear

Laurie Ann Goldman

Naren K. Gursahaney

Steven B. Hochhauser

Teresa M. Sebastian

Stephen J. Sedita

Chris S. Terrill

Number of Meetings in 2021

Director
Audit Compensation Nominating &
Corporate
Governance Environmental,
Health &
Safety
John B. Corness
X   X* X   X
Laurie Ann Goldman
X   X   X   X
Naren K. Gursahaney
X   X   X* X
Steven B. Hochhauser
X   X   X   X
Stephen J. Sedita
X   X   X   X*
Mark E. Tomkins
X* X   X   X
Nikhil M. Varty(1)

Number of Meetings in 2018
9   6   3   4

X=: ~~Committee Member as~~As of December 31, 2018; *2021 M = Member C = Chair
~~(1)~~: ~~As CEO, Mr. Varty attends each of the committee meetings as invited, but he is not a member of the committees.~~

~~Audit Committee~~AUDIT COMMITTEE

Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of our internal audit function and

	Meetings: 8 Chair: David J. Frear			Other Members: Naren K. Gursahaney Stephen J. Sedita Chris S. Terrill
	KEY RESPONSIBILITIES
	• Our Audit Committee is responsible, among its other duties and responsibilities, for overseeing our accounting and financial reporting processes, the audits of our financial statements, the qualifications and independence of our independent registered public accounting firm, the effectiveness of our internal control over financial reporting and the performance of both our internal audit function and independent registered public accounting firm. • Our Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks and our compliance with significant applicable legal, ethical and regulatory requirements. • Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm.
	Our board of directors has designated each member of the Audit Committee as “audit committee financial experts,” and each member of the Audit Committee has been determined to be “financially literate” under the NYSE listing standards. Our board of directors has also determined that each member of the Audit Committee is “independent” as defined under NYSE listing standards and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), rules and regulations.

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~~Table of Contents~~COMPENSATION COMMITTEE

independent registered public accounting firm. Our Audit Committee reviews and assesses the qualitative aspects of our financial reporting, our processes to manage business and financial risks, and our compliance with significant applicable legal, ethical and regulatory requirements. Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The charter of our Audit Committee is available without charge on our website at~~www.servicemaster.com/company/about/corporate-governance~~.

The current members of our Audit Committee are Messrs. Tomkins (Chair), Corness, Gursahaney, Hochhauser and Sedita and Ms. Goldman. Our board of directors has designated each of Messrs. Tomkins, Gursahaney and Sedita as "audit committee financial experts," and each member of the Audit Committee has been determined to be "financially literate" under the NYSE rules. Our board of directors has also determined that each member of the Audit Committee is "independent" as defined under NYSE and Exchange Act rules and regulations.

~~Compensation Committee~~

Our Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers and directors of our company and its subsidiaries (including the CEO), establishing the general compensation policies of our company and its subsidiaries and reviewing, approving and overseeing the administration of the employee benefits plans of our company and its subsidiaries. Our Compensation Committee also periodically reviews management development and succession plans. The charter of our Compensation Committee is available without charge on our website at~~www.servicemaster.com/company/about/corporate-governance~~.

~~The current members of our Compensation Committee are Messrs. Corness (Chair), Gursahaney, Hochhauser, Sedita and Tomkins and Ms. Goldman.~~

	Meetings: 8 Chair: Deborah H. Caplan			Other Members: Laurie Ann Goldman Steven B. Hochhauser Teresa M. Sebastian
	KEY RESPONSIBILITIES
	• Our Compensation Committee is responsible, among its other duties and responsibilities, for reviewing and approving all forms of compensation to be provided to, and employment agreements with, the executive officers of our Company and its subsidiaries (including the CEO), establishing the general compensation policies of our Company and its subsidiaries and reviewing, approving and overseeing the administration of the teammate benefits plans of our Company and its subsidiaries. • Our Compensation Committee also periodically reviews management development and succession plans. • Our Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers. During 2021, the committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”) to advise it on executive compensation program-design matters and to prepare market studies of the competitiveness of components of the Company’s compensation program for its senior executive officers, including the named executive officers and non-employee directors. The Compensation Committee performed an assessment of Pearl Meyer’s independence to determine whether the consultant is independent, taking into account Pearl Meyer’s executive compensation consulting protocols to ensure consultant independence and other relevant factors. Based on that assessment, the Compensation Committee determined that the firm’s work has not raised any conflict of interest and the firm is independent.
	Our board of directors determined that each member of the Compensation Committee is “independent” as defined under NYSE listing standards.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

	Meetings: 4 Chair: Laurie Ann Goldman			Other Members: Naren K. Gursahaney Steven B. Hochhauser Teresa M. Sebastian
	KEY RESPONSIBILITIES
	• Our Nominating and Corporate Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates to the board of directors for election to our board of directors, reviewing the composition of the board of directors and its committees, reviewing and approval of director compensation and developing and recommending to the board of directors corporate governance guidelines that are applicable to us and overseeing board of directors evaluations.
	Our board of directors determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under NYSE listing standards.

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2022 ANNUAL
PROXY STATEMENT

ENVIRONMENTAL, HEALTH AND SAFETY COMMITTEE

	Meetings: 4 Chair: Stephen J. Sedita			Other Members: Deborah H. Caplan David J. Frear Chris S. Terrill
	KEY RESPONSIBILITIES
	• Our Environmental, Health and Safety Committee is responsible, among its other duties and responsibilities, for reviewing the status of the Company’s policies and practices concerning environmental, health and safety matters, including processes to manage environmental, health and safety risk and ensure compliance with applicable laws and regulations; reviewing and monitoring the Company’s environmental, health and safety risk assessments, performance, strategies, training and resources; and providing input to the Company on the management of current and emerging environmental, health and safety regulations and issues. • Our business is subject to various regulations, including those relating to consumer protection, permitting and licensing, workers’ safety, the application and use of pesticides and other chemicals and other environmental matters that could be impacted by climate change and other factors, all of which this Committee oversees and monitors.
	Our board of directors determined that each member of the Environmental, Health and Safety Committee is “independent” as defined under NYSE listing standards.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2021, the members of the Compensation Committee were Mses. Caplan, Goldman and Sebastian and Mr. Hochhauser. During 2021, only Mr. Ponton served as an officer of Terminix. Ms. Caplan is ~~"independent" as defined under NYSE listing standards. The Compensation Committee has the authority to retain compensation consultants, outside counsel~~an executive officer at NextEra Energy and ~~other advisers. During 2018, the committee engaged Semler Brossy Consulting Group, LLC ("Semler Brossy") to advise it~~Mr. Gursahaney serves on executive compensation program-design matters and to prepare market studies of the competitiveness of components of the company's compensation program for its senior executive officers, including the named executive officers and non-employee directors. The Compensation Committee performed an assessment of Semler Brossy's independence to determine whether the consultant is independent, taking into account Semler Brossy's executive compensation consulting protocols to ensure consultant independence and other relevant factors. Based on that assessment, the Compensation Committee determined that the firm's work has not raised any conflict of interest and the firm is independent.

~~Nominating and Corporate Governance Committee~~

~~Our Nominating and Corporate Governance Committee is responsible, among its other duties and responsibilities, for identifying and recommending candidates to~~ the board of directors for election to our board of directors, reviewing the composition of the board of directors and its committees, developing and recommending to the board of directors corporate governance guidelines that are applicable to us and overseeing board of directors evaluations. The charter of our Nominating and Corporate Governance Committee is available without chargeNextEra Energy, but does not serve on ~~our website at~~ ~~www.servicemaster.com/company/about/corporate-governance~~.

The current members of our Nominating and Corporate Governance Committee are Messrs. Gursahaney (Chair), Corness, Hochhauser, Sedita and Tomkins and Ms. Goldman. Our board of directors determined that each member of the Nominating and Corporate Governance Committee is "independent" as defined under NYSE listing standards.

~~Table of Contents~~

~~Environmental, Health and Safety Committee~~

Our Environmental, Health and Safety Committee is responsible, among its other duties and responsibilities, for reviewing the status of the Company's policies and practices concerning environmental, health and safety matters, including processes to manage environmental, health and safety risk and ensure compliance with applicable laws and regulations; reviewing and monitoring the Company's environmental, health and safety risk assessments, performance, strategies, training and resources; and providing input to the Company on the management of current and emerging environmental, health and safety regulations and issues. The charter of our Environmental, Health and Safety Committee is available without charge on our website at ~~www.servicemaster.com/company/about/corporate-governance~~.

The current members of our Environmental, Health and Safety Committee are Messrs. Sedita (Chair), Corness, Gursahaney, Hochhauser and Tomkins and Ms. Goldman. Our board of directors determined that each member of the Environmental, Health and Safety Committee is "independent" as defined under NYSE listing standards.

~~Compensation Committee Interlocks and Insider Participation~~

Messrs. Corness, Cella, Cobb, Gursahaney, Hochhauser, Sedita and Tomkins and Ms. Goldman served on the Compensation Committee in 2018. During 2018, Mr. Hochhauser served as interim president of AHS prior to its spin-off from March until May 2018. He was appointed to the board of directors in May 2018 and as a member of the Compensation Committee in October 2018. No other member of the Compensation Committee was at any time an officer or employee of ServiceMaster or any of our subsidiaries nor was any such person a former officer of ServiceMaster or any one of our subsidiaries.NextEra Energy’s compensation committee. For ~~2018,~~2021, there were no related-party or conflicts of interest transactions between the Company and any of our Compensation Committee members that require disclosure under SEC rules.

~~Selection of Nominees for Election to the Board~~SELECTION OF NOMINEES FOR ELECTION TO THE BOARD

Our Corporate Governance Guidelines provide that the Nominating and Corporate Governance Committee will identify and select, or recommend that the board select, board candidates who the Nominating and Corporate Governance Committee believes are qualified and suitable to become members of the board consistent with the criteria for selection of new directors adopted from time to time by the board. The Nominating and Corporate Governance Committee considers the ~~board's~~board’s current composition, including expertise, diversity and balance of inside, outside and independent directors, and considers the general qualifications of the potential nominees, such as: integrity and honesty; the ability to exercise sound, mature and independent business judgment in the best interests of the stockholders as a whole; a background and experience with ~~healthcare,~~recurring revenue, multi-unit distributed services, operations, finance or marketing or other fields which will complement the talents of the other board members; factors that promote diversity of views and experience such as gender, race, national origin, age and sexual orientation; willingness and capability to take the time to actively participate in board and committee meetings and related activities; ability to work professionally and effectively with other board members and the ~~Company's~~Company’s management; availability to remain on the board long enough to make an effective contribution; satisfaction of applicable independence standards; and absence of material relationships with competitors or other third parties that could present realistic possibilities of conflict of interest or legal issues.

In identifying candidates for election to the board of directors, the Nominating and Corporate Governance Committee considers nominees recommended by directors, stockholders and other sources. The Nominating and Corporate Governance Committee reviews each ~~candidate's~~candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the board of directors. Evaluations of candidates generally involve a review of background

~~Table of Contents~~

materials, internal discussions and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Corporate Governance Committee would recommend the candidate for consideration by the full board of directors. The Nominating and Corporate Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees.

The Nominating and Corporate Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the board of directors for consideration by the Nominating and Corporate Governance Committee may do so by submitting the name and qualifications of the prospective candidate in writing to the following address: ~~ServiceMaster~~Terminix Global Holdings, Inc., c/o Secretary, 150 Peabody Place, Memphis, TNTennessee 38103. Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the board of directors. Our amended and restated by-laws set forth the requirements for direct nomination by a stockholder of persons for election to the board of directors.

~~Stockholder Engagement~~TERMINIX

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PROXY STATEMENT

THE BOARD OF DIRECTORS AND
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STOCKHOLDER ENGAGEMENT

We expect all of our directors to attend our annual meetings of stockholders and be available to answer questions from stockholders at the meetings. Between meetings, we expect our CEO and ~~our Senior Vice President and Chief Financial Officer,~~CFO to engage with stockholders on a regular basis at industry and financial conferences, road shows and one-on-one meetings. Mr. ~~Tomkins,~~Gursahaney, our non-executive Chairman, is also available to meet with stockholders on matters that they believe are better addressed by an independent director.

~~Communications with the Board~~COMMUNICATIONS WITH THE BOARD

Any stockholder or interested party who wishes to communicate with our board of directors as a whole, the independent directors, our Chairman or any individual member of the board or any committee of the board may write to or email the Company at: ServiceMaster Global Holdings, Inc., c/o Assistant Secretary, 150 Peabody Place, Memphis, TN 38103 or Board_of_Directors@servicemaster.com.

Any stockholder or interested party who wishes to communicate with our board of directors as a whole, the independent directors, our Chairman or any individual member of the board or any committee of the board may write to or email the Company at: Terminix Global Holdings, Inc., c/o Assistant Secretary, 150 Peabody Place, Memphis, Tennessee 38103 or Board_of_Directors@terminix.com.

The board has designated the ~~Company's~~Company’s Assistant Secretary as its agent to receive and review written communications addressed to the board, any of its committees, or any board member or group of members. The Assistant Secretary may communicate with the sender for any clarification. In addition, the Assistant Secretary will promptly forward to the chair of the Audit Committee and the ~~Company's~~Company’s General Counsel any communication alleging legal, ethical or compliance issues by management or any other matter deemed by the Assistant Secretary to be potentially material to the Company. As an initial matter, the Assistant Secretary will determine whether the communication is a proper communication for the board. The Assistant Secretary will not forward to the board, any committee or any director communications of a personal nature or not related to the duties and responsibilities of the board including, without limitation, junk mail and mass mailings, business solicitations, routine customer service complaints, new product or service suggestions, opinion survey polls or any other communications deemed by the Assistant Secretary to be immaterial to the Company.

Separately, the Audit Committee has established a whistleblower policy for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by ~~employees~~teammates of the Company of concerns regarding questionable accounting or auditing matters.

20TERMINIX

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THE BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE

2022 ANNUAL
PROXY STATEMENT

RISK OVERSIGHT

		BOARD OF DIRECTORS
		Our board of directors as a whole has responsibility for overseeing our risk management. The board of directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board of directors and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the board of directors about the identification and assessment of key risks and our risk mitigation strategies.
		The full board of directors has primary responsibility for evaluating strategic and operational risk management and succession planning.

		Audit Committee
		This Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, oversight on compliance related to legal, information technology (i.e., cybersecurity) and regulatory exposure and meeting regularly with our chief legal and compliance officers.

		Compensation Committee
		This Committee evaluates risks arising from our compensation policies and practices, as more fully described below.

		Nominating and Corporate Governance
		This Committee ensures compliance with our governance guidelines and addresses significant issues raised by stockholders.

		Environmental, Health and Safety Committee
		This Committee has responsibility for overseeing Company’s policies and practices concerning environmental, health and safety matters, including processes to manage environmental, health and safety risk and ensure compliance with applicable laws and regulations. These committees provide reports to the full board of directors regarding these and other matters.

		Management
		The oversight responsibility of the board of directors and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the board of directors about the identification and assessment of key risks and our risk mitigation strategies.

TERMINIX21

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PROXY STATEMENT

THE BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE

DIRECTOR COMPENSATION

~~Risk Oversight~~

Our board of directors as a whole has responsibility for overseeing our risk management. The board of directors exercises this oversight responsibility directly and through its committees. The oversight responsibility of the board of directors and its committees is informed by reports from our management team and from our internal audit department that are designed to provide visibility to the board of directors about the identification and assessment of key risks and our risk mitigation strategies. The full board of directors has primary responsibility for evaluating strategic and operational risk management and succession planning. Our Audit Committee has the responsibility for overseeing our major financial and accounting risk exposures and the steps our management has taken to monitor and control these exposures, including policies and procedures for assessing and managing risk, including oversight on compliance related to legal and regulatory exposure, and meets regularly with our chief legal and compliance officers. Our Compensation Committee evaluates risks arising from our compensation policies and practices, as more fully described below. The Audit Committee and Compensation Committee provide reports to the full board of directors regarding these and other matters.

~~Director Compensation~~

~~2018~~

2021 Cash and Equity Retainers

Members of the board of directors who are not employed by us are entitled to receive an annual retainer of ~~$200,000,~~$220,000, of which ~~$80,000~~$90,000 is payable in cash and the other ~~$120,000~~$130,000 payable in stock. ~~Effective as of March 22, 2018, the~~The equity awards will consist of a grant of shares of common stock on the date of the Annual Meeting or the date of the ~~director's~~director’s appointment to the board of directors, if thereafter. Each director may elect to defer the receipt of the shares of common stock as Deferred Stock Equivalents ~~("DSEs"~~(“DSEs”) to a point in the future, including the time at which the individual is no longer a member of the board, subject to the terms of the Amended and Restated ~~ServiceMaster~~Terminix Global Holdings, Inc. 2014 Omnibus Incentive Plan (the ~~"Omnibus~~“Omnibus Incentive ~~Plan"~~Plan”). In addition to the amounts described above, the ~~non-executive~~ Chairman of the Board will receive an additional annual cash retainer of $50,000 and an extra $100,000 award of stock. The ~~chairpersons~~chairperson of the Audit Committee ~~and~~will receive an additional cash retainer of $25,000, the chairperson of the Compensation Committee will ~~each~~ receive an additional annual cash retainer of $20,000, and the chairpersons of the Nominating and Corporate Governance Committee and the Environmental, Health and Safety Committee will each receive an additional annual cash retainer of ~~$10,000.~~$15,000; however, if our Chairman serves as a chairperson of a committee, the Chairman will not be entitled to the additional cash retainer for the committee chair role. All of our directors were reimbursed for reasonable expenses incurred in connection with attending board of directors meetings and committee meetings.

As part of its annual review of director compensation, the ~~Compensation~~Nominating and Corporate Governance Committee asked our independent compensation consultant to review our pay practices relative to peers. ~~We found~~As a result of that ~~pay levels~~review, in 2021 the annual cash retainer was increased to $90,000 from the previous $80,000 and the annual retainer paid in Company stock was increased to $130,000. Retainers for ~~our directors~~the chairpersons of board committees were increased as follows: Audit Committee, increased to $25,000 from $20,000; Environmental Health and ~~non-executive~~Safety Committee, increased to $15,000 from $10,000; and, Nominating and Governance Committee, increased to $15,000 from $10,000. The additional retainers for the Chairman ~~are in-line with peer medians~~of the Board were maintained at $50,000 for the cash retainer and ~~we continue to believe that our compensation structure properly rewards our non-employee directors.~~

$100,000 for the stock retainer.

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~~Table of Contents~~

~~2018~~2021 Director Compensation Table

This table shows the compensation that each non-employee director received for his or her board and committee chair service in ~~2018. Amounts reflect partial year board service for Messrs. Cella, Cobb, Fox and Hochhauser and Ms. DeVard.~~

2021.

Named Director	Fees Earned or Paid in Cash(1)	Stock Awards(2)	Total
Deborah H. Caplan	$105,000	$130,000	$235,000
David J. Frear(3)	$93,723	$172,118	$265,841
Laurie Ann Goldman	$97,500	$130,000	$227,500
Naren K. Gursahaney	$135,000	$230,000	$365,000
Steven B. Hochhauser	$85,000	$130,000	$215,000
Teresa M. Sebastian(4)	$45,000	$114,361	$159,361
Stephen J. Sedita	$97,500	$130,000	$227,500
Chris S. Terrill(5)	$45,000	$114,361	$159,361
Mark E. Tomkins(6)	$50,000	$0	$50,000

Name of Director(1)
Fees Earned or
Paid in Cash(2) Stock
Awards(3) All Other
Compensation(4) Total
Peter L. Cella
$ 60,000 $ 120,000 $ 180,000
William C. Cobb
$ 38,242 $ 125,291 $ 163,533
John B. Corness
$ 100,000 $ 120,000 $ 25,000 (5) $ 245,000
Jerri L. DeVard(1)
$ 20,000 $ 20,000
Richard P. Fox
$ 75,000 $ 120,000 $ 195,000
Naren K. Gursahaney
$ 82,500 $ 120,000 $ 1,112 $ 203,612
Laurie Ann Goldman
$ 80,000 $ 120,000 $ 200,000
Steven B. Hochhauser
$ 46,594 $ 107,537 $ 250,934 (6) $ 405,065
Mark E. Tomkins
$ 142,500 (2) $ 220,000 (3) $ 844 $ 363,344
Stephen J. Sedita
$ 90,000 $ 120,000 $ 210,000

(1)

~~(1)~~: Fees paid to Messrs. Cella, Cobb and Fox is for service on the board through September 30, 2018; they were appointed to the frontdoor, inc. board on October 1, 2018 upon the spin-off of AHS. Annual cash fees for these former directors reflect payments for their service through September 30, 2018. Ms. DeVard resigned from the board on January 9, 2018 and received a quarterly payment for the cash board retainer.
~~(2)~~: Total of cash fees paid for annual board retainer and committee chair ~~retainer. Prorated~~retainer, prorated from the time of their appointment to the board or as committee chair. The annual cash retainer for board fees for ~~2018 is $80,000,~~2021 was increased to $90,000 effective at the 2021 annual meeting of stockholders, with ~~Mr. Tomkins receiving $130,000 as~~the Chairman of the ~~board.~~Board receiving $140,000. The increased retainers were paid for the last two quarters of 2021, with numbers listed in the table above reflecting the prior rate for two quarters and the increase rate for two quarters.

(2)

~~(3)~~

The amounts in this column reflect the grant date value of the award of common stock (rounded up to one full share if necessary) for annual board retainer. Mr. Cobb received a prorated stock award from the time of his appointment to the board in April 2018, then received then received the annual retainer grant at the annual meeting of stockholders later in April. Mr. Hochhauser received an award prorated from his appointment to the board in June 2018 through the remainder of the board year. Messrs. ~~Cella, Cobb, Corness,~~ Gursahaney, Hochhauser and Sedita elected to defer the receipt of the shares until a date in the future. Mr. Frear elected to defer both his sign-on grant and his annual grant. These awards are now denominated as DSEs. ~~DSEs for Messrs. Cella and Cobb were converted to DSEs of Frontdoor upon their move to the Frontdoor board of directors.~~ The stock awards were based on the grant date fair value of ~~$34.04 per share for the prorated award for Mr. Cobb in April 2018 (now 155 Frontdoor shares delivered as DSEs); $34.52~~$48.62 per share for Messrs. ~~Cella and Cobb (now 3,518 Frontdoor shares deferred as DSEs): $34.52 per share for Messrs. Corness, Gursahaney~~Frear (annual award), Hochhauser and Sedita ~~(3,476~~(2,674 shares deferred as DSEs); ~~$34.52~~$48.62 per share for Mr. Gursahaney (4,731 shares deferred as DSEs), $52.05 per share for Mr. Frear’s sign-on grant (809 shares deferred as DSEs), $48.62 per share for Mses. Caplan and Goldman (2,674 shares) and $47.71 per share for Ms. ~~Goldman~~Sebastian and Mr. ~~Fox (2,354 shares); $34.52 per share~~Terrill (2,397 shares for their prorated service).

(3)

Mr. ~~Tomkins (4,316 shares); and $38.69 per share for the~~Frear’s annual retainer was prorated grant for Mr. Hochhauser in June 2018 (2,779 shares deferred as DSEs). The number of DSEs were adjusted to reflect the dividend paid as the spin-off of AHS. All shares delivered to directors received a dividend of one share of frontdoor, inc. stock for each two shares of ServiceMaster stock held. DSEs were adjusted into the stock of the company on whose board the director sits with the intent to provide value equal to the value immediately prior to the spin-off.

~~(4)~~

~~The numbers in this column, unless otherwise noted, reflect imputed income (and tax gross-up) for spousal travel to a Company-sponsored function.~~

~~(5)~~

~~Mr. Corness received an additional $25,000 payment for his efforts in the search and hire of the CEO of American Home Shield, in preparation for the spin-off of AHS.~~

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~~(6)~~: ~~Mr. Hochhauser received compensation~~ from the ~~Company ($250,000) through a consulting agreement prior to~~date of his appointment to the ~~board. He served as~~board on January 18, 2021.

(4)

Ms. Sebastian’s annual retainer, both cash and stock, were prorated from the ~~interim President~~date of ~~AHS~~her appointment to the board on July 1, 2021.

(5)

Mr. Terrill’s annual retainer, both cash and stock, were prorated from the date of his appointment to the board on July 1, 2021.

(6)

Mr. Tomkins resigned from the board following the ~~resignation~~annual meeting of ~~the prior President and the hire of the new President and CEO. His number also includes $934 for spousal travel, including tax gross-up, to a Company sponsored function.~~stockholders on May 17, 2021.

~~Stock Ownership Guidelines for Directors~~STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

The board of directors has adopted stock ownership guidelines for members of the board of directors and for executive officers of the Company. The board believes that setting these ownership guidelines will enhance ~~directors'~~directors’ and executive ~~officers'~~officers’ alignment with other stockholders. The Nominating and Corporate Governance Committee reviews the director ownership levels and the Compensation Committee reviews ~~director and~~the executive officer stock ownership levels on an annual basis. The guidelines for executive officers are discussed below in the Compensation Discussion and Analysis.

Members of the board of directors are expected to hold stock valued at five times the annual cash retainer. The annual cash retainer is ~~$80,000,~~$90,000, resulting in a current expectation to hold stock valued at ~~$400,000.~~$450,000. Directors will have a period of five years from ~~February 2015 or~~ their appointment to the board ~~whichever is later,~~ to meet the ownership guidelines. Until a director meets his or her stock ownership guideline level, he or she cannot sell more than 50 percent of the shares such director owns. All directors ~~subject to the stock ownership guidelines~~have either met, or are on track to meet, their stock ownership level within the applicable five-year period.

~~Certain Securities Transactions~~TERMINIX

TABLE OF CONTENTS

2022 ANNUAL
PROXY STATEMENT

THE BOARD OF DIRECTORS AND
CORPORATE GOVERNANCE

CERTAIN SECURITIES TRANSACTIONS

Short Selling

Our board of directors has adopted a policy that prohibits our directors, executive officers and all other employees from short sales and transactions in puts and calls of the Company's securities. Short sales of securities of the Company evidence an expectation on the part of the seller that such securities will decline in value and signal to the market an absence of confidence in the short-term prospects of the Company. Short sales may also reduce the seller's incentive to improve the performance of the Company.

Our board of directors has adopted a policy that prohibits our directors, executive officers and all other teammates from short sales and transactions in puts and calls of the Company’s securities. Short sales of securities of the Company evidence an expectation on the part of the seller that such securities will decline in value and signal to the market an absence of confidence in the short-term prospects of the Company. Short sales may also reduce the seller’s incentive to improve the performance of the Company.

Pledges and Hedges

In addition, the adopted policy prohibits any of our directors, executive officers and all other employees from engaging in hedging transactions in the Company's securities. Certain forms of hedging or monetization transactions (such as zero-cost collars and forward sale contracts) allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential appreciation in the stock. These transactions allow the person to continue to own the stock, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as the Company's other stockholders.

In addition, the adopted policy prohibits any of our directors, executive officers and all other teammates from engaging in pledging and hedging transactions in the Company’s securities. Certain forms of hedging or monetization transactions (such as zero-cost collars and forward sale contracts) allow a person to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential appreciation in the stock. These transactions allow the person to continue to own the stock, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as the Company’s other stockholders.

24TERMINIX

TABLE OF CONTENTS

EXECUTIVE OFFICERS

The following table sets forth information about our executive officers as of ~~March 21, 2019.~~

April 8, 2022.

Name	Age	Present Positions	First Became an Executive Officer
Brett T. Ponton	52	Chief Executive Officer	2020
Robert J. Riesbeck	58	Executive Vice President & Chief Financial Officer	2020
David M. Dart	52	Senior Vice President, Chief Human Resources Officer	2018
Deidre Richardson	42	Senior Vice President, General Counsel and Secretary	2021

	Brett T. Ponton Brett has served as Terminix’s Chief Executive Officer and as a member of our board of directors since September 15, 2020. Mr. Ponton previously served as president of Monro, Inc. from August 2017 and as chief executive officer from October 2017 until August 2020. Prior to Monro, Mr. Ponton served as president and chief executive officer of American Driveline Systems, Inc. (the parent company of AAMCO Transmissions Inc., Cottman Transmission Systems, LLC and Global Powertrain Systems, Inc.) from September 2013 until July 2017. He also served as president and chief executive officer of Heartland Automotive Services, Inc., the largest operator of Jiffy Lube stores in North America, from 2009 until September 2013. He previously held leadership positions at Veyance Technologies, an engineered products business based in Shanghai, China and Melbourne, Australia, and Goodyear Tire & Rubber Co.				Robert J. Riesbeck Robert has served as Terminix’s Executive Vice President since December 2020 and as Chief Financial Officer since March 4, 2021, with responsibility for leading the finance and supply management functions. From November 2019 until October 2020, Mr. Riesbeck served as chief executive officer and as a director at Pier 1 Imports, Inc., a specialty home décor and home furnishings brand retailer; he also served as chief financial officer at Pier 1 from July 2019 until October 2020. From 2018 until 2019, he served as chief financial officer of Full Beauty Brands, a portfolio company of Apax Partners and online marketplace of eight distinct proprietary brands catering to plus size consumers seeking on-trend style advice, fit and fashion. From 2014 until 2017, Mr. Riesbeck was at H.H. Gregg, Inc., a leading specialty retailer of home appliances, consumer electronics, furniture and related services, serving as chief executive officer and as a director from 2016 until 2017, and from 2014 until 2016 as chief financial officer. He previously held leadership roles at Sun Capital Partners and Nike, Inc. Mr. Riesbeck served as chief executive officer and chief financial officer of Pier 1 Imports, Inc. when on February 18, 2020, Pier 1 announced that it had filed a voluntary petition in the U.S. Bankruptcy Court for the Eastern District of Virginia under Chapter 11 of the United States Bankruptcy Code.
	David M. Dart David has served as Senior Vice President, Chief Human Resources Officer since August 2018. From 2016 until 2018, he served as senior vice president and chief human resources officer of Veritas Technologies, a global enterprise software company. From 2014 until 2016 he served vice president of human resources for the specialty materials division of Celanese. Previously, he held positions at Ecolab, Bissell, ConAgra Foods and Amgen.				Deidre Richardson Deidre has served as Senior Vice President, General Counsel and Secretary since July 2021. From November 2020 until July 2021 she served as chief legal and compliance officer and corporate secretary for Chico’s FAS, a publicly traded clothing retailer, where she also served in other leadership roles from April 2018 until November 2020. From December 2016 until March 2018 she served as lead corporate counsel for Restaurant Brands International, the operator of Burger King, Popeyes and Tim Hortons brands, where she oversaw all legal affairs related to IP and licensing, marketing, media and sales, and compliance and responsibility programs. Prior to that role, she served in a similar capacity at RBI’s subsidiary, Burger King Corporation, from September 2012 to December 2016. Previously, she was corporate counsel at Michelin North America.

TERMINIX25

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Name
Age Present Positions First
Became
an Executive
Officer
Nikhil M. Varty
54 Chief Executive Officer & Director 2017
Anthony D. DiLucente
60 Senior Vice President & Chief Financial Officer 2017
Michael C. Bisignano
47 Senior Vice President, General Counsel & Secretary 2018
David M. Dart
49 Senior Vice President, Human Resources 2018
Pratip Dastidar
56 Senior Vice President & Chief Transformation Officer 2018
Dion Persson
58 Senior Vice President, Business Development 2018
Matthew J. Stevenson
41 President, Terminix Residential 2018
Mary Kay Wegner
51 President, ServiceMaster Brands 2013

COMPENSATION DISCUSSION AND ANALYSIS

~~Table of Contents~~

~~Nikhil M. Varty~~ has served as ServiceMaster's Chief Executive Officer and a director since July 2017. From 2012 until 2016, Mr. Varty served as president of the Americas and global vice president of mergers & acquisitions at WABCO Holdings Inc., a leading global supplier of electronic, mechanical, electro-mechanical and aerodynamic products for the major manufacturers of commercial trucks, buses, trailers and passenger cars. From 2005 through 2012, Mr. Varty served as vice president and business unit leader for WABCO's compression & braking business unit in Brussels, Belgium.

~~Anthony D. DiLucente~~ has served as ServiceMaster's Senior Vice President and Chief Financial Officer since February 25, 2017. Mr. DiLucente joined ServiceMaster as Senior Vice President on January 17, 2017. From April 2011 until January 2017, he served as executive vice president and chief financial officer of HDT Global, a comprehensive provider of mobility solutions for military and government applications. He previously held financial leadership positions with Sun Capital Partners, Inc., Masonite Inc., Johns Manville and Honeywell International, Inc. Mr. DiLucente served as executive vice president and chief financial officer of Masonite Inc. when on March 16, 2009 Masonite Inc. filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy Code and made a similar filing in Canada.

~~Michael C. Bisignano~~ has served as Senior Vice President, General Counsel and Secretary since October 2018. From 2015 until 2018, Mr. Bisignano served as executive vice president, general counsel and secretary of CA Technologies, a leading global technology company. From 2010 until 2015, he served as senior vice president, general counsel and corporate secretary for Blackboard Inc., a multinational technology company. He previously held positions at Online Resources Corporation, Arbros Communications and with the law firm Milbank, Tweed, Hadley & McCoy.

~~David M. Dart~~ has served as Senior Vice President, Human Resources since August 2018. From 2016 until 2018, he served as senior vice president and chief human resources officer of Veritas Technologies, a global enterprise software company. From 2014 until 2016 he served vice president of human resources for the specialty materials division of Celanese. Previously, he held positions at Ecolab, Bissell, ConAgra Foods and Amgen.

~~Pratip Dastidar~~ has served as Senior Vice President and Chief Transformation Officer since December 2017. From 2015 until 2017, he led process innovation that helped operational scale-up at Salesforce.com. He previously held positions at HP, Amazon, Applied Materials, WABCO, United Technologies Carrier and Honeywell Aerospace.

~~Dion Persson~~ has served as Senior Vice President, Business Development since September 2017. From 2011 until 2016 he served as vice president of strategy and analytics for Ingersoll Rand, a leading global provider of products, services and solutions. Mr. Persson has also held leadership roles at Johns Manville, a Berkshire Hathaway company, including senior vice president and general counsel, head of human resources and business leader for the company's global fiberglass business.

~~Matthew J. Stevenson~~ has served as President, Terminix Residential since October 2017. From March 2016 until October 2017, he served as president and general manager of Meritor WABCO, a joint venture between Meritor, Inc. and WABCO Holdings Inc. focused on the application and delivery of WABCO's braking and safety systems, electronic suspension control and air management products. From 2013 until 2016, Mr. Stevenson served in a variety of executive sales, marketing and operations roles at Bridgestone Americas, Inc., the largest tire producer in the world.

~~Mary Kay Wegner~~ has served as President, ServiceMaster Brands (formerly our Franchise Services Group) since November 2016. From February 2016 until November 2016, she served as Senior Vice President, Service and Operations, Terminix. Ms. Wegner joined ServiceMaster in April 2010 and served as Senior Vice President, Supply Management from July 2013 until February 2016, and as Vice President, Fleet from April 2010 until July 2013. From 2009 until 2010, Ms. Wegner served as the executive in charge of North American fleet operations for Coca-Cola Enterprises, where she was responsible for policy, process and operational performance across the United States and Canada.

~~Table of Contents~~

~~EXECUTIVE COMPENSATION~~

~~Compensation Discussion and Analysis~~

This section describes the material elements of our ~~2018~~2021 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 principal executive officer (CEO) or principal financial officer (CFO) during ~~2018~~2021 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"~~(“NEOs”). We have also included compensation data for one former executive officer, who, by virtue of his compensation, would have been designated as a NEO. This former executive officer is the President and Chief Executive officer of Frontdoor, which was spun out of ServiceMaster into a separate, publicly traded company on October 1, 2018. For fiscal ~~2018~~2021, our NEOs are as follows:

•

	Named Executive Officer (NEO)			Position
	Brett T. Ponton			Chief Executive Officer
	Robert J. Riesbeck			Executive Vice President and Chief Financial Officer
	David M. Dart			Senior Vice President, Chief Human Resources Officer
	Deidre Richardson			Senior Vice President, General Counsel and Secretary
	Anthony D. DiLucente			Former Senior Vice President and Chief Financial Officer
	Dion Persson			Senior Vice President, Strategy and Mergers & Acquisitions
	Kim Scott			Former Chief Operating Officer

~~Nikhil M. Varty, Chief Executive Officer;~~2021 and Recent Highlights

				• We have positioned our Company as one singularly focused on pest management and related services. • The steps we undertook to enhance the customer experience across the Terminix business drove our results of improving customer retention, reducing daily cancellation rates and garnering higher net promoter scores (NPS). • We were deemed an essential service in most markets and actively responded to the COVID-19 pandemic by creating protocols to ensure the safety of teammates and customers.
				• Revenues increased over the prior year by four percent, with growth in Europe and improved operational performance that resulted in a better customer experience and improved customer retention. • Adjusted EBITDA improvement was driven by operational improvements that expanded margins by 130 basis points year-over-year and improvements in customer retention. Information on the calculation of Adjusted EBITDA, and the reconciliation to net income, along with other details of the financial performance of the Company are available in Items 6 and 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”). Please see the narrative in the “Annual Incentive Plan” section below for more detailed information on this subject.

Metric	2021 Target Performance	2021 Actual Achievement
Revenue	$2.069 billion	$2.045 billion
Adjusted EBITDA	$387 million	$387 million

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•

~~Anthony D. DiLucente, Senior Vice President and Chief Financial Officer;~~

•

~~Dion Persson, Senior Vice President, Business Development;~~

•

~~Matthew J. Stevenson, President, Terminix Residential;~~

•

~~Mary Kay Wegner, President, ServiceMaster Brands; and~~

•

~~Rexford J. Tibbens, President and Chief Executive Officer, Frontdoor.~~

~~Highlights~~

~~Company Structure~~

•: ~~The Company completed a successful spin-off of Frontdoor as a separate, publicly traded company on October 1, 2018.~~
•: We launched an independent Terminix Commercial business and acquired companies, including Copesan and Cooper giving the Company a stronger presence in the commercial, urban and national accounts markets.
•: ~~The Franchise Services Group was renamed ServiceMaster Brands, reflecting an enhanced focus on potential and growth.~~
•: The Company's transformation office has facilitated the partnership with salesforce.com to implement a new operating system platform. This partnership is expected to improve customer experience, empower frontline employees and deliver significant growth.

~~Business Performance~~

•: The financial performance of the Company demonstrated improvement over the prior year Adjusted EBITDA and revenue. However, financial performance in 2018 did not fully meet target objectives for Adjusted EBITDA in the Annual Incentive Plan. Details of the financial performance of the Company are available in Item 8 of the Company's Annual Report on

TABLE OF CONTENTS

~~Table of Contents~~

~~Form 10-K for the year ended December 31, 2018 ("2018 Form 10-K"). Please see the narrative in the "Annual Incentive Plan" section below for more detailed information on this subject.~~

~~Metric~~		~~2018 Target~~ ~~Performance~~			~~2018 Actual~~ ~~Achievement~~
	EXECUTIVE COMPENSATION			2022 ANNUAL PROXY STATEMENT
~~Adjusted EBITDA~~		$	~~654 million~~		$	~~622 million~~	~~(1)~~
~~Revenue~~		$	~~2,854 million~~		$	~~2,879 million~~

2021 Progress on Strategic Priorities

[MISSING IMAGE: tm223409d1-tbl_teammatepn.jpg]

Changes were made to our leadership structure during 2021 and subsequent to the end of the fiscal year but prior to the filing of this proxy statement.

Departures

•

Ms. Scott left her position as Chief Operating Officer and left the Company on September 30, 2021.

•

Mr. Rutherford left his position as President, Terminix Commercial, on January 20, 2021, and left the Company on March 15, 2021.

•

Michael Bisignano left his position as Senior Vice President, General Counsel and Secretary on January 20, 2021, and left the Company on March 15, 2021.

•

Mr. DiLucente resigned from his position as CFO on March 4, 2021, and retired as of March 31, 2021.

New Hires/New Assignments

•

Mr. Riesbeck replaced Mr. DiLucente as CFO on March 4, 2021.

•

Ms. Richardson was hired as Senior Vice President, General Counsel and Secretary on July 6, 2021.

TERMINIX27

~~(1)~~: The $622 million of Adjusted EBITDA is comprised of $398 million of Adjusted EBITDA reported in our 2018 Form 10-K, plus $33 million in the dissynergies related to the spin-off of AHS, plus $191 million of Adjusted EBITDA attributable to nine months of AHS performance.

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•: ~~After accounting for the impact of the Frontdoor stock dividend paid on October 1, 2018 (valued at $20.75 per share), the Company's stock price increased by 7.1 percent during 2018.~~

2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION

~~Management Structure~~

•: Changes were made to our leadership structure during 2018. Mr. Tibbens was hired in May 2018 to lead AHS as it was being spun-off into a separate, publicly traded company. Mr. Stevenson previously led the Terminix business, but as the Company launched and separated the residential and commercial customer focus. Mr. Stevenson is now primarily focused on the growth and service capabilities of Terminix Residential. Other executive appointments included the hiring of Messers. Bisignano as Senior Vice President, General Counsel and Secretary and Dart as Senior Vice President, Human Resources. Messrs. Dastidar, Persson and Stevenson were designated as executive officers in 2018.

~~Compensation Decisions~~

•: ~~Base salaries of the NEOs were increased on a selective basis.~~ In 2018, adjustments were made to salaries for Mr. DiLucente (3.5 percent increase) to better align his salary with internal peers and external benchmarks, Mr. Persson (12.5 percent increase) to recognize his significant role in the spin-off of Frontdoor and his ongoing role with the strategic focus and merger and acquisition activities of the Company, and Mr. Stevenson (20 percent increase) to reflect his leadership of the Company's largest business and to better align his salary with internal peers.
•: ~~The Compensation Committee reviewed the target bonus opportunities for each of the NEOs and made no changes during 2018.~~
•: ~~Long-term incentive ("LTI") awards were granted to NEOs comprised of nonqualified stock options and restricted stock units ("RSUs") in 2018 with approximately equal grant date values. For 2018,~~2021, the Compensation Committee ~~decided to replace Performance Share Units ("PSUs") with RSUs on a one-year basis due to~~made the complexities in determining longer term financial goals within the context of the spin-off of AHS. Annual LTI grants approved during 2018 were consistent with target levels and prior year awards. The Compensation Committee has returned to the use of PSUs as part of the 2019 LTI Program.following compensation decisions:

Compensation Element	NEO(s) Impacted	Action
Determine compensation offer for Senior Vice President, General Counsel and Secretary	Ms. Richardson	Approved offer letter containing compensation and other terms of employment.
Base Salary	All NEOs	Mr. Persson’s base salary was reduced from $450,000 to $260,000 in July 2021 as he left the position of Interim General Counsel and Secretary at the time. His salary was restored to $450,000 in December 2021 in light of his continued leadership through the merger process.
Annual Incentive	All NEOs	Reaffirmed their current target bonus opportunity. Determined annual incentive payouts based on assessment of Company and individual performance pursuant to the terms of the Company’s Annual Incentive Plan (“AIP”). On December 13, 2021, the Compensation Committee approved, and recommended to the board of directors, and the board approved, certain tax-planning actions in order to mitigate adverse tax consequences to both the Company and certain teammates of the Company (including its NEOs) that could arise in connection with the transactions contemplated by the Merger Agreement with Rentokil under the excise tax regime of Sections 280G and 4999 of the Internal Revenue Code (“Tax Mitigation Actions”). These actions included the payment, on or prior to December 31, 2021, of a percentage of the 2021 annual bonuses that would otherwise have been paid on or before March 15, 2022 pursuant to the Company’s AIP including, for Mr. Ponton, $780,000; Mr. Riesbeck, $442,000; Mr. Dart, $194,400; Ms. Richardson, $138,297; and Mr. Persson, $250,000.
Long-Term Incentive	All NEOs	Grant to NEOs comprised of performance-based stock units (“PSUs”), nonqualified stock options and restricted stock units RSUs in 2021 with approximate grant date values allocated at 50 percent for PSUs, 30 percent for nonqualified stock options and 20 percent for (“RSUs”), all pursuant to the Omnibus Incentive plan. On December 13, 2021, the Compensation Committee approved, and recommended to the board of directors, and the board approved the following additional Tax Mitigation Actions: (1) the settlement, on or prior to December 31, 2021, of a percentage of the 2019 performance-based stock unit awards (the “2019 PSUs”) that would otherwise have settled on or before February 18, 2022 pursuant to the applicable award agreements, equal to 4,496 units for Mr. Persson and 3,185 units for Mr. Dart; and (2) the vesting and settlement, on or prior to December 31, 2021, of time-vesting restricted stock unit awards that would otherwise have vested and settled on or before March 4, 2022 pursuant to the applicable award agreements, including, for the Company’s named executive officers: for Mr. Ponton, 4,597 units; for Mr. Riesbeck, 1,650 units; for Mr. Dart, 2,269 units; and for Mr. Persson, 2,913 units.

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TERMINIX

•

The board of directors approved LTI awards for Mr. Tibbens upon his hire as CEO of AHS. Mr. Tibbens was hired with the intent that he become the President and CEO of Frontdoor after the spin-off from ServiceMaster. The LTI awards were intended to ensure a successful spin-off of AHS and were granted at competitive levels for a CEO of a company with a size and business focus similar to AHS. On May 15, 2018, Mr. Tibbens received two grants of RSUs, one that vests in equal installments on the first three anniversaries of the grant and the other that has vested or will vest in equal installments on February 18, 2019, February 18, 2020 and

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~~Table of Contents~~

February 18, 2021. On May 15, 2018 he also received two stock option grants, one that vests in equal installments on the first four anniversaries of the grant and the other that has vested or will vest in equal installments on February 18, 2019, February 18, 2020, February 18, 2021 and February 18, 2022. These awards were converted to stock options and RSUs in Frontdoor as of October 1, 2018, the date of the spin-off of AHS.

•: The Compensation Committee approved an RSU award in October 2018 to Mr. Persson to recognize his efforts leading activities for the spin-off of Frontdoor since he joined the Company in September 2017 and for his leadership in developing the Company's long-term and merger and acquisition strategy.

EXECUTIVE COMPENSATION

2022 ANNUAL
PROXY STATEMENT

Objectives of Our Compensation Program

Our compensation plans for executive officers (including the NEOs) are designed to:

•: ~~Attract, motivate and retain highly qualified executives;~~
•: ~~Reward successful performance by the executives and us by linking a significant portion of compensation to financial and business results;~~
•: ~~Align our executives' long-term interests with those of our stockholders through meaningful share ownership; and~~
•: ~~Appropriately balance long-term and near-term incentive compensation so that near-term performance is not emphasized at the expense of long-term value creation.~~

	Attract
	Attract, motivate and retain highly qualified executives

	Align
	Align our executives’ long-term interests with those of our stockholders through meaningful share ownership

	Balance
	Appropriately balance long-term and near-term incentive compensation so that near-term performance is not emphasized at the expense of long-term value creation

	Reward
	Reward successful performance by the executives and us by linking a significant portion of compensation to financial and business results

Elements of Executive Compensation, including for NEOs

To meet these objectives, our executive compensation program consists of the following:

•

Compensation Element	Purpose	Delivery	Focus
Base Salary	Attract and retain highly qualified executives	Cash, generally paid on a semi-monthly basis	Differentiated based on market salary levels and the executive’s experience skills and performance
Annual Cash Incentive	Focus executives’ performance to achieve near-term goals	Cash, generally paid in March following end of the performance year	Near-term, generally annual performance period
Long-Term Incentives (“LTI”)	Focus executives’ performance to achieve long-term goals	Awards based on stock. LTI program for 2021 includes PSUs, RSUs and stock options, For 2022, LTI program will consist of PSUs and RSUs	Long-term focus to build stockholder value over a 3 to 5-year period
One-Time Awards	Used for retention, promotion or extraordinary performance	Cash or Stock	Varies depending on circumstance; generally, 1 to 3 years
Teammate Benefits	Attract and retain qualified executives by ensuring that our benefit programs are competitive	Including retirement benefits, health and welfare benefits, perquisites, new hire bonuses and relocation benefits	Tailored to each benefit program

~~Base salary, which is intended to attract and retain highly qualified executives and to recognize individual performance by the executive;~~

•

Annual cash incentive, which is intended to motivate each executive to achieve near-term Company (and, where applicable, business unit) performance goals while contributing to the attainment of long-term business objectives;

•

~~One-time awards (either cash or equity) for retention, promotion or extraordinary performance purposes from time to time;~~

•

~~Long-term equity incentives, which are intended to align executives' incentives with stockholder interests;~~

•

~~For 2018, LTI was delivered through a mix of stock options and RSUs due to the complexities related to the spin-off of AHS;~~

•

~~For 2019, LTI was delivered through a mix of stock options, RSUs and PSUs as described in the Long-Term Equity Awards section later in this document; and~~

•

Employee benefits, including retirement benefits, health and welfare benefits, perquisites, new hire bonuses and relocation benefits, which are intended to attract and retain qualified executives by ensuring that our benefit programs are competitive.

The Compensation Committee determined a target mix of compensation delivered through the three core elements of base salary, annual cash incentive and LTI awards described above based on competitive market data and internal equity, ensuring that the total compensation is heavily weighted to performance-based elements. The target mix of compensation elements for Mr. ~~Varty, the~~Ponton, our CEO, and an average mix for other NEOs are pictured below. ~~The Other NEO Compensation Mix chart does not~~

TERMINIX29

TABLE OF CONTENTS

2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION

~~Table of Contents~~

~~include compensation data for Mr. Tibbens as he was specifically hired to be the CEO of Frontdoor, with the mix of his compensation targeted at a CEO-level position.~~

Each of these elements, discussed in more detail below, plays an integral role in our balancing of executive rewards over near- and long-term periods and our ability to attract and retain key executives. We believe the design of our executive compensation program creates alignment between performance achieved and compensation awarded and motivates achievement of both annual goals and sustainable long-term performance.

~~Table of Contents~~

Determination of Executive Compensation

Pay Decision Process

The role of our Compensation Committee is to assist our board of directors in the discharge of its responsibilities relating to our executive compensation program. Our Compensation Committee is responsible for establishing, administering and monitoring our policies governing the compensation for our executive officers, including determining base salaries and near-term and LTI awards.

The Compensation Committee determines the CEO's compensation and discusses the approved compensation with the board of directors. Historically, in determining the CEO's compensation, the Compensation Committee has considered the following factors: (1) our operating and financial performance, (2) the competitive market data provided by Semler Brossy, our external compensation consultant, as presented to the Compensation Committee by our Senior Vice President, Human Resources in collaboration with Semler Brossy, (3) the assessment by the Compensation Committee of the CEO's individual performance with subsequent discussion with the full board of directors and (4) prevailing economic conditions.

		The Compensation Committee determines the CEO’s compensation and discusses the approved compensation with the board of directors. Historically, in determining the CEO’s compensation, the Compensation Committee has considered the following factors:
		•			Our operating and financial performance;
		•			The competitive market data provided by Pearl Meyer, our external compensation consultant, as presented to the Compensation Committee by our Senior Vice President, Chief Human Resources Officer in collaboration with Pearl Meyer;
		•			The assessment by the Compensation Committee of the CEO’s individual performance with subsequent discussion with the full board of directors; and
		•			Prevailing economic conditions.

The CEO ~~recommended~~recommends to the Compensation Committee compensation for the other executive officers based on his assessment of each executive ~~officer's~~officer’s area of responsibility, individual and ~~business unit~~Company performance, overall contribution, the competitive market data provided by ~~Semler Brossy~~Pearl Meyer and prevailing economic conditions. All aspects of compensation for our executive officers, including for the CEO, in fiscal year ~~2018~~2021 were approved by the Compensation Committee, and the Compensation Committee performs all functions described in this Compensation Discussion and Analysis as provided for in its charter.

We believe that our executive compensation program must be attractive to compete in the market for executive talent and must support our growth strategy. As a result of this focus, we rely on competitive pay practices and individual and business performance in determining the compensation of our executives. In making these compensation determinations, we also consider historical individual compensation levels and historical company payout levels for annual cash incentives. The executive compensation program and underlying philosophy are reviewed at least annually by our Compensation Committee to determine what, if any, modifications should be considered.

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EXECUTIVE COMPENSATION

2022 ANNUAL
PROXY STATEMENT

Compensation Consultant Independence

The Compensation Committee has the authority to retain compensation consultants, outside counsel and other advisers. During 2021, the committee engaged Pearl Meyer to advise it on executive compensation program-design matters and to prepare market studies of the competitiveness of components of the company’s compensation program for its senior executive officers, including the named executive officers, and non-employee directors. Pearl Meyer is a global professional services company. The Compensation Committee performed an assessment of Pearl Meyer’s independence to determine whether the consultant is independent, taking into account executive compensation consulting protocols from Pearl Meyer to ensure consultant independence and other relevant factors. Based on that assessment, the Compensation Committee determined that Pearl Meyer’s work has not raised any conflict of interest and the firm is independent.

Compensation Risk Assessment

~~Management has assessed~~

Pearl Meyer was engaged to assess the ~~Company's~~Company’s compensation plans and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. ~~Based~~Pearl Meyer’s assessment of our compensations plans and programs was reviewed with the Compensation Committee and, based on its assessment, ~~management~~the Compensation Committee has concluded that the ~~Company's~~Company’s compensation policies and practices do not create incentives to take risks that are reasonably likely to have a material adverse effect on the Company. We believe we have allocated our compensation among base salary, near-term incentives and LTI awards in such a way as to not encourage excessive risk taking. ~~Management's assessment of the plans was reviewed with the Compensation Committee.~~

Clawback Policy

The board of directors has approved and implemented a clawback policy that provides the Compensation Committee with the discretion to claw back performance-based compensation in the event of a restatement of Company financial statements or misconduct. ~~This policy was approved in February 2016 and became effective on a prospective basis.~~

Stock Ownership Guidelines for Executive Officers

The board of directors has adopted stock ownership guidelines for executive officers of the Company. The board believes that setting these ownership guidelines will enhance our executive ~~officers'~~

~~Table of Contents~~

officers’ alignment with other stockholders. The Compensation Committee ~~will review~~reviews executive officer stock ownership levels on an annual basis.

The ownership guidelines for executive officers are based on a multiple of annual base salary, with the CEO expected to own stock valued at six times his annual salary and other executive officers expected to own stock valued at three times their respective annual salaries. Until an executive officer meets these stock ownership guidelines, each executive officer is required to retain 50 percent of the shares obtained, net of the strike price and taxes, upon the exercise of stock options and vestings of other equity awards that are granted on or after February 18, 2018. Shares included in the ownership guideline calculation include shares owned by the executive, unvested RSUs and 25 percent of the in-the-money value of vested options.

Say-on-Pay

The Compensation Committee considers the advisory vote from stockholders on executive compensation as an important input into the determination of the compensation program structure. The approval of the executive compensation program by more than 9596 percent of the votes cast by stockholders in ~~2018~~2021 provides a further endorsement of our executive compensation program. The most significant change to the compensation structure during 2018 was the grant of RSUs, rather than PSUs, due to the complexities in determining longer-term financial goals within the context of the spin-off and financial separation of AHS. The annual grant of these LTI awards enables the Company to deliver compensation that is competitive with the external market, while aligning executives' interests with those of our stockholders. The Compensation Committee will continue to consider stockholder feedback as part of its decision-making process consistent with the ~~Company's~~Company’s pay-for-performance philosophy.

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2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION

Peer Group

The Compensation Committee ~~granted PSUs in 2019 in conjunction with stock options and RSUs to focus on Company performance and building shareholder value.~~

~~Peer Group~~

~~In 2018, the Compensation Committee~~ conducted ~~their~~its annual review of our Peer Group which was considered as an element in the ~~peer group.~~determination of compensation of our executive officers for 2021. After the review, the Compensation Committee ~~removed one company and added one company~~made no changes to the ~~existing peer~~Peer Group as it was determined that the current group of companies aligned with our business model and growth rates relative to ~~which we compare~~ our ~~NEOs' compensation. The Compensation Committee approved a~~growth and confirmed the list of 1318 companies as our Peer Group. These companies are generally 0.3 to 3.0 times our revenue size, based on ~~2017~~ revenue figures.

The peer companies are generally from the service industry and have a distributed business model. The Compensation Committee also considered the growth rates of the companies when selecting this group of companies. ~~We review~~The Compensation Committee reviews our Peer Group and may from time to time adjust the companies comprising the group to better reflect competitors in the industries in which we compete, companies with similar business models and companies that compete in our labor markets for talent. ~~For 2018, the ADT Corporation was deleted from the group due to its being taken private at that time and Central Garden and Pet Company was added to our~~Our Peer Group ~~which~~ consists of the following companies:

	ADT Inc.
~~ABM Industries Incorporated~~		~~Rollins, Inc.~~
~~Central Garden and Pet Company~~		~~Service Corporation International~~
~~Chemed~~Covanta Holding Corporation			Spectrum Brands Holdings, Inc.
~~Cintas~~	Advanced Disposal Services, Inc.			FirstService Corporation	Stericycle, Inc.
	BrightView Holdings, Inc.			H&R Block, Inc.	The ~~Scotts Miracle Grow Company~~Brink’s Company.
~~Realogy Holdings Corp.~~	Casella Waste Systems, Inc.	~~Waste Connections, Inc.~~
	Rentokil Initial plc		~~Weight Watchers~~	The Scotts Miracle-Gro Company
	Central Garden & Pet Company			Rollins, Inc.	UniFirst Corporation
	Chemed Corporation			Service Corporation International	WW International, Inc.
~~Republic Services, Inc.~~

As part of our review of competitive pay practices, we engaged ~~Semler Brossy in 2018~~Pearl Meyer to conduct a market review to determine whether executive officer total compensation opportunities were

~~Table of Contents~~

competitive. In determining ~~2018~~2021 executive compensation, the Compensation Committee relied on the Peer Group data provided by ~~Semler Brossy~~Pearl Meyer for positions reported in the peer ~~companies'~~companies’ respective proxy statements. A general survey of competitive market data for positions which were not reported in Peer Group proxy statements was provided by ~~Aon Hewitt~~third-party survey sources and was adjusted to mirror general market merit increases, as identified in market salary increase surveys sponsored by compensation consulting organizations. The survey data ~~reflects~~reflected companies in general industries with revenue sizes between ~~$1 billion~~$500 million and $5$2 billion. The positions for which survey data was the primary source of competitive information ~~include business unit presidents and~~included the heads of Human Resources, ~~Legal,~~ Business Development and Information Technology functions. The Compensation Committee then evaluated base pay and annual bonuses for our executives as discussed below. Differences in total compensation generally reflect the relevant experience, expertise, tenure and performance of the individual executive officer within his or her role.

CEO Performance

~~The Company negotiated salary, 2018 bonus and equity awards with Mr. Varty as part of his agreement to join the Company as CEO in July 2017.~~

The Compensation Committee ~~confirmed~~reviewed the ~~salary, annual bonus and LTI awards detailed in~~performance of Mr. ~~Varty's employment agreement and reviewed performance~~Ponton for ~~2018,~~2021, with a focus on actions taken to ~~ensure a successful spin-off~~grow the Company profitably. The Compensation Committee was satisfied with the performance of ~~AHS, highlighted by:~~

Mr. Ponton during 2021, although acknowledged that the Company fell short of its financial objectives and, as such, approved an annual incentive payout below target levels, in part due to:

(1)

~~An eight~~

A four percent increase in revenue;

(2)

~~(2)~~

A ~~six~~12 percent increase in Adjusted EBITDA; and

(3)

~~(3)~~

~~The successful spin-off of Frontdoor as an independent, publicly traded company; and~~

~~(4)~~

~~The launch of an independent Terminix Commercial business with acquisitions supporting the growth of that business.~~

~~Key operational strategies that have enhanced the Company's ability to deliver solid performance~~

Falling short on a consistent basis have been implemented and key initiatives have been undertaken in 2018, which should bear positive results in the future. The Compensation Committee did not adjust Mr. Varty's compensation package, but was pleased with Mr. Varty's performance in 2018 and with the initiatives launched and his vision for the Company.

customer retention goals.

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EXECUTIVE COMPENSATION

2022 ANNUAL
PROXY STATEMENT

Base Salary

The Compensation Committee annually reviews the base salaries of our executive officers. The Compensation Committee may take into account numerous factors when making its determination including the ~~NEO's~~NEO’s experience relative to industry peers, competitive market data, time in his or her position, individual performance, future potential and leadership qualities.

~~Table of Contents~~

The following table sets forth information regarding the ~~2018~~2021 base salaries for our NEOs.

~~2018~~

2021 Base Salary Table

Named Executive Officer	Base Salary as of January 1, 2021 ($)		Base Salary as of December 31, 2021 or Date of Departure ($)		Aggregate Increase %
Brett T. Ponton		975,000		975,000		0%
Robert J. Riesbeck		650,000		650,000		0%
David M. Dart		405,000		405,000		0%
Deidre Richardson	(1)			410,000	N/A
Anthony D. DiLucente		535,000	(2)		N/A
Dion Persson(3)		450,000		450,000		0%
Kim Scott		525,000	(4)		N/A

Named Executive Officer
Base Salary
as of
January 1,
2018 ($) Base Salary
as of
December 31,
2018 ($) Aggregate
Increase %
Nikhil M Varty
1,000,000 1,000,000 0 %
Anthony D. DiLucente(1)
500,000 517,500 3.5 %
Dion Persson(2)
400,000 450,000 12.5 %
Matthew J. Stevenson(3)
375,000 450,000 20.0 %
Mary Kay Wegner
425,000 425,000 0 %
Rexford J. Tibbens
(4) (4) (4)

(1)

~~(1)~~: Mr. DiLucente's salary was increased on April 1, 2018 to better align his salary with internal peers and the external market. The salary was also intended to recognize significant contributions he has made to the realignment of the Company's Finance function, as well as his significant effort related to the spin-off of AHS.
~~(2)~~: Mr. Persson's salary was increased from $400,000 to $450,000 on November 1, 2018 to better align his salary with his responsibilities related to the development and implementation of the Company's strategy in addition to his management of activities related to the spin-off of AHS.
~~(3)~~: Mr. Stevenson's salary was increased from $375,000 to $450,000 on April 1, 2018 to better align his salary with internal peers and the external market. As the leader of the Company's largest business, he has had significant impact in the streamlining and improved efficiency of business unit operations.
~~(4)~~: ~~Mr. Tibbens~~Ms. Richardson was hired on ~~May 15, 2018~~July 6, 2021 with a salary of ~~$800,000,~~$410,000, consistent with ~~his employment agreement.~~ her offer of employment.

(2)

Mr. ~~Tibbens separated~~DiLucente retired from the Company on ~~October 1, 2018 with~~March 31, 2021.

(3)

Mr. Persson’s salary was adjusted to $260,000 July 6, 2021 as he left the ~~role~~position as Interim General Counsel and Secretary. His salary was restored to his prior level of ~~President~~$450,000 as of December 16, 2021 as a result of his leadership in the proposed merger of Terminix and ~~CEO of Frontdoor. He did not receive a salary increase during 2018.~~Rentokil.

(4)

Ms. Scott resigned from the Company on September 30, 2021.

Annual Incentive Plan

The Company administers the ~~Annual Incentive Plan ("AIP"),~~AIP, our annual cash incentive program, which is designed to reward the achievement of specific pre-set financial results measured over one fiscal year (or, as applicable, a portion of a fiscal year) ~~subject to the maximum amounts derived under the Executive Annual Bonus Plan ("EABP")~~. Stockholders of the Company approved the EABP at the 2015 Annual Meeting of Stockholders, providing for a maximum bonus that can be paid to any executive officer equal to one percent of Adjusted EBITDA. The Tax Cuts and Jobs Act of 2017 eliminated deductions under Section 162(m) of the Code rendering the EABP ineffective for its intended purpose. Although in place for the 2018 fiscal year, the Compensation Committee terminated the EABP effective as of February 18, 2019. For ~~2018,~~2021, the AIP was measured over the ~~2018~~2021 calendar year results. Each participant was assigned an annual incentive target expressed as a percentage of base salary. For the NEOs, these targets ranged from 60 percent of base salary to 100 percent of base salary. The specific target bonus for each NEO is listed in the table below:

Named Executive Officer	Target Bonus as a Percent of Salary
Brett T. Ponton		100%
Robert J. Riesbeck		85%
David M. Dart		60%
Deidre Richardson		60%
Anthony D. DiLucente		(1)
Dion Persson		60%
Kim Scott		(2)

(1)

Mr. DiLucente was not eligible to participate in the 2021 AIP as he retired from the Company on March 31, 2021.

(2)

Ms. Scott was not eligible to participate in the 2021 AIP as she resigned from the Company on September 30, 2021.

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~~Named Executive Officer~~		~~Target Bonus~~ ~~as a Percent~~ ~~of Salary~~
	2022 ANNUAL PROXY STATEMENT
~~Nikhil M. Varty~~		~~100%~~
~~Anthony D. DiLucente~~ EXECUTIVE COMPENSATION		~~70%~~
~~Dion Persson~~		~~60%~~
~~Matthew J. Stevenson~~		~~65%~~
~~Mary Kay Wegner~~		~~65%~~
~~Rexford J. Tibbens~~		~~100%~~

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Performance Measures

To encourage our executive officers to focus on near-term ~~Company (and, where applicable, business unit)~~ goals and financial performance, incentives under the AIP are based on our performance with respect to the following measures and an individual performance evaluation, as determined by the Compensation Committee, at ~~both~~ a ~~corporate~~ consolidated ~~and, where applicable, a business unit~~ level:

•

Revenue;

•

Adjusted EBITDA;

•

~~Revenue;~~ and

•

Customer ~~count as measured by the change in the total customer count for Terminix, improvement in the customer count for AHS~~retention (Residential and ~~the Net Promoter Score for Merry Maids. The measure for the corporate customer count is a revenue-weighted average of the business unit customer count measures.~~

Commercial).

Revenue and Adjusted EBITDA ~~and revenue~~ achievement metrics are discussed ~~above on page 20.~~

above.

The performance measures above were selected as the most appropriate measures upon which to determine annual bonuses, because ~~they~~these are the primary metrics that management believes build value in the Company. Additionally, these measures were selected to incentivize profitable growth, with a focus on enhancing the customer experience as measured by customer retention rate. All of the opportunity for payment under the AIP to our NEOs is based on these performance measures and individual performance.

Payments under the AIP were also subject to the achievement of a minimum level of performance on the Adjusted EBITDA financial measure ("(“Adjusted EBITDA ~~Threshold"~~Threshold”). In order to earn any payment under the AIP, the Adjusted EBITDA Threshold had to be achieved at the corporate consolidated ~~or, where applicable, business unit levels.~~level. The Adjusted EBITDA Threshold was exceeded by the Corporate organization, Terminix and ServiceMaster Brands, but was not met by AHS. Stockholders of the Company approved the EABP at the 2015 Annual Meeting of Stockholders, providing for a maximum bonus that can be paid to any executive officer equal to one percent of Adjusted EBITDA. As noted above, due to changes in the tax law the company has terminated the EABP. The corporate consolidated Adjusted EBITDA Threshold and business unit Adjusted EBITDA Thresholds applicable to the NEOs are set forth in the table below:

Named Executive Officer

Performance Measure

Adjusted EBITDA
Threshold
($ in 000s)

Adjusted EBITDA
Actual
($ in 000s)

Brett T. Ponton

Consolidated Adjusted EBITDA

356,000

387,000

Robert J. Riesbeck

Consolidated Adjusted EBITDA

356,000

387,000

David M. Dart

Consolidated Adjusted EBITDA

356,000

387,000

Deidre Richardson

Consolidated Adjusted EBITDA

356,000

387,000

Anthony D. DiLucente

(Not Eligible for the 2021 AIP)

Dion Persson

Consolidated Adjusted EBITDA

356,000

387,000

Kim Scott

(Not Eligible for the 2021 AIP)

NEO
Performance Measure Adjusted EBITDA
Threshold
($ in 000s) Adjusted EBITDA
Actual
($ in 000s)
Nikhil M. Varty
ServiceMaster Adjusted EBITDA 616,000 622,000
Anthony D. DiLucente
ServiceMaster Adjusted EBITDA 616,000 622,000
Dion Persson
ServiceMaster Adjusted EBITDA 616,000 622,000
Matthew J. Stevenson
Terminix Adjusted EBITDA 325,000 333,000
Mary Kay Wegner
ServiceMaster Brands Adjusted EBITDA 84,000 89,000
Rexford J. Tibbens
American Home Shield Adjusted EBITDA (1) (1)

~~(1)~~: Mr. Tibbens' annual bonus payment for 2018 was guaranteed at 100 percent of his target bonus percent prorated for his service from May 15, 2018, his hire date, through September 30, 2018, the date prior to the spin-off of AHS, as provided for in his employment agreement.

Performance Targets and Weightings

Performance targets are established by the Compensation Committee in the first quarter of each year and are based on expected performance in accordance with our ~~and where applicable, the~~

~~Table of Contents~~

~~business unit's,~~ approved business plan for the year. In the event ~~we and, where applicable,~~ the ~~business unit, achieve~~Company achieves the performance targets specified in the table above, payout under the AIP would be 100 percent of a specified percentage of the ~~executive's~~executive’s base salary. Performance below the target goal would result in below target payouts and performance above target goals would pay above target and be subject to ~~any~~the plan-based cap ~~based on the EABP.~~of 200 percent of target for financial performance. The components and weightings of the performance measures are reviewed and determined annually by the Compensation Committee to reflect Company strategy.

The Compensation Committee also considers an evaluation of the individual performance for each executive officer and may adjust the formulaic bonus calculation based on its evaluation ~~again subject to the maximum limits set under the EABP~~ for ~~2018.~~

2021.

The tables below provide information regarding the ~~2018~~2021 AIP for our participating NEOs, including the performance goals, the weight assigned to each performance goal and the payout as a percentage of the target bonus if the threshold or target performance goal is met. The performance goals and relative weightings reflect the Compensation ~~Committee's~~Committee’s objective of ensuring that a substantial amount of each ~~NEO's~~NEO’s total compensation is tied to applicable overall ~~corporate and business unit~~consolidated performance.

~~2018~~

2021 AIP Weighting, Threshold and Target Performance Goals

Performance Metric	Performance Weighting	Threshold ($ in 000s, except Customer Retention)		Target ($ in 000s, except Customer Retention)		% of Target Performance for Threshold Payout		% Payout with Threshold Performance
Terminix Revenue	40%		1,971,000		2,069,000		95%		50%
Terminix Adjusted EBITDA	40%		356,000		387,000		92%		50%
Terminix Customer Retention
— Residential	10%		82.0%		82.3%		99.6%		50%
— Commercial	10%		85.8%		86.5%		99.2%		50%

NEO
Target
Bonus
as a
% of
Salary Organizational Weighting Performance Weighting Threshold
($ in 000s,
except
Customer
Count) Target
($ in 000s,
except
Customer
Count) % of Target
Performance
for
Threshold
Payout % Payout
with
Threshold
Performance
Nikhil M. Varty
100% 100% ServiceMaster 40% ServiceMaster Adjusted EBITDA 616,043 653,529 94% 50%
Anthony D. DiLucente
  70% 40% ServiceMaster Revenue 2,654,703 2,854,370   93%   50%
Dion Persson
  60% 20% ServiceMaster Customer Count (1) (1)   25%   50%
40% Terminix Adjusted EBITDA 325,029 345,230   94%   50%
Matthew J. Stevenson
  65% 100% Terminix 40% Terminix Revenue 1,541,484 1,641,789   94%   50%
20% Terminix Customer Count 59 bps (2) 235 bps (2)   98%   50%
50% ServiceMaster Brands Adjusted EBITDA 84,185 84,185   100%   100%
Mary Kay Wegner
65% 100% ServiceMaster Brands 40% ServiceMaster Brands Revenue 212,256 231,941   92%   50%
10% Merry Maids NPS 25 bps (2) 100 bps (2)   98%   50%
40% American Home Shield Adjusted EBITDA 206,607 223,893   92%   50%
Rexford J. Tibbens(3)
100% 100% American Home Shield 40% American Home Shield Revenue 899,438 978,740   92%   50%
20% American Home Shield Customer Count 214 bps (2) 857 bps (2)   92%   50%
34TERMINIX

~~(1)~~: Customer Count threshold and target for Corporate Organizations are calculated as the revenue-weighted average of the Customer Count payouts for Terminix, AHS (through September 30, 2018) and ServiceMaster Brands.
~~(2)~~: ~~Improvement in customer count is measured in basis points (1% = 100 basis points ("bps")).~~
~~(3)~~: Mr. Tibbens' payment under the AIP was guaranteed at 100% of his target bonus percent prorated for his time of service during 2018 through September 30, the day prior to the effective date of the spin-off of AHS.

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EXECUTIVE COMPENSATION

2022 ANNUAL
PROXY STATEMENT

The "%“% of Target Performance for Threshold ~~Payout"~~Payout” is equal to threshold performance (which is generally equal to the prior ~~year's~~year’s actual performance) divided by the current ~~year's~~year’s target goal. The payout levels for performance between threshold and target are generally based on a 6:1 ratio—for every one percent of achievement above threshold performance levels, the plan pays out six additional percentage points of the targeted payout. The payout levels for performance above target to maximum are generally based on a 10:1 ratio—for every one percent of achievement above threshold performance levels, the plan pays out ten additional percentage points of the targeted payout. We believe the 10:1 ratio to be an effective motivator to provide significant rewards for exceptional performance. The customer count metric is measured and rewarded using a different scale than the 10:1 ratio. The customer count metric is based on the basis point change year over year as defined in the annual operating plan. Threshold is set at 25 percent of the target change and will determine a payout of 25 percent of that portion of the total payout. The scale increases to a 100 percent payout at target and 150 percent at the stretch target, with interpolation between achievement and payout levels. The 20182021 AIP target payout opportunity for each participating NEO was based on our review of Peer Group and survey data and the importance of the ~~NEO's~~NEO’s position relative to our overall financial ~~success.~~

success

~~Table of Contents~~

~~2018~~2021 AIP Performance

Named Executive Officer	% of Target Adjusted EBITDA Attained		% of Target Revenue Attained		% of Customer Retention- Residential Attained		% of Customer Retention- Commercial Attained		Business Unit		% of Target Bonus Earned(1)
Brett T. Ponton		100%		99%		27%		32%		Corporate		80%
Robert J. Riesbeck		100%		99%		27%		32%		Corporate		80%
David M. Dart		100%		99%		27%		32%		Corporate		80%
Deidre Richardson		100%		99%		27%		32%		Corporate		80%
Anthony D. DiLucente(2)
Dion Persson		100%		99%		27%		32%		Corporate		80%
Kim Scott(3)

(1)

Bonus calculations are weighted fully on Company results.

(2)

Mr. DiLucente was not eligible to participate in the 2021 AIP as he retired from the Company on March 31, 2021.

(3)

Ms. Scott was not eligible to participate in the 2021 AIP as she resigned from the Company on September 30, 2021.

2021 AIP Payments

Named Executive Officer	% of Salary Paid at Target Performance		Year-End Base Salary ($)		Target Award Opportunity ($)		Actual % of Target Awarded		Total Bonus Earned ($)
Brett T. Ponton		100%		975,000		975,000		80%		780,000
Robert J. Riesbeck		85%		650,000		552,500		80%		442,000
David M. Dart		60%		405,000		243,000		80%		194,400
Deidre Richardson(1)		60%		410,000		120,300		115%		138,297
Anthony D. DiLucente(2)		—		—		—		—		—
Dion Persson(3)		60%		450,000		216,300		116%		250,000
Kim Scott(4)		—		—		—		—		—

(1)

Ms. Richardson was hired on July 6, 2021 and received a prorated bonus for 2021. She received a bonus higher than target taking into consideration her significant effort in the execution of the Merger Agreement with Rentokil.

(2)

Mr. DiLucente was not eligible to participate in the 2021 AIP since he retired from the Company on March 31, 2021.

(3)

Mr. Persson received a bonus higher than target based on his efforts and leadership in the execution of the Merger Agreement with Rentokil.

(4)

Ms. Scott was not eligible to participate in the 2021 AIP since she resigned from the Company on September 30, 2021.

NEO
% of
ServiceMaster
Target
Adjusted
EBITDA
Attained % of
ServiceMaster
Target
Revenue
Attained % of
ServiceMaster
Customer
Retention
Attained Business Unit % of
Business
Unit
Target
Adjusted
EBITDA
Attained % of
Business
Unit
Target
Revenue
Attained % of
Business
Unit
Target
Customer
Retention
Attained % of
Target
Bonus
Earned
Nikhil M. Varty
95 % 101 % Corporate N/A N/A N/A 94 %
Anthony D. DiLucente
95 % 101 % Corporate N/A N/A N/A 94 %
Dion Persson
95 % 101 % Corporate N/A N/A N/A 94 %
Matthew J. Stevenson
N/A N/A N/A Terminix 96 % 101 % 99 % 95 %
Mary Kay Wegner
N/A N/A N/A ServiceMaster Brands 106 % 105 % 100 % 150 %
Rexford J. Tibbens(1)
N/A N/A N/A American Home Shield 85 % 100 % 99 % 0 %
TERMINIX35

~~(1)~~: ~~Mr.Tibbens' annual bonus payment for 2018 performance was guaranteed at his target bonus percent of 100 percent, prorated for his service during 2018.~~

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~~2018 AIP Payments~~

2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION

NEO
% of Salary Paid
at Target
Performance Year-End
Base Salary ($) Target Award
Opportunity ($) Actual %
of Target
Awarded Total Bonus
Earned ($)
Nikhil M. Varty(1)
100% 1,000,000 1,000,000 89% 890,000
Anthony D. DiLucente(2)
70% 517,500 362,250 116% 419,123
Dion Persson(3)
60% 450,000 270,000 111% 300,375
Matthew J. Stevenson(4)
65% 450,000 292,500 105% 305,663
Mary Kay Wegner(5)
65% 425,000 276,250 104% 288,405
Rexford J. Tibbens(6)
100% 800,000 300,000 100% 300,000

~~(1)~~: Mr. Varty's annual incentive payment was below the calculated funding level as the Company fell short of internal financial goals. The Compensation Committee exercised its discretion and reduced the funding level for Corporate organizations to 89 percent of target levels from the calculated 94 percent achievement due to the adjustment for area wide events (hurricanes and large area disasters) as well as the underperformance of AHS for the first three quarters of the year. Consequently, the Compensation Committee determined Mr. Varty's annual incentive to be paid in line with the Corporate funding level.
~~(2)~~: Mr. DiLucente's annual incentive payment exceeded the calculated payout level as the Compensation Committee determined, based upon the CEO's recommendation, that his leadership and contributions focused on the spin-off of AHS and the internal streamlining of the Finance function, along with the CEO's evaluation of his individual performance, merited a higher level of payment.
~~(3)~~: Mr. Persson's annual incentive payment exceeded the calculated amount as the Compensation Committee determined, based upon the CEO's recommendation, that his leadership of the activities related to the spin-off of AHS, his role in developing the Company's strategy and his leadership in executing the Company's acquisition strategy, along with the CEO's evaluation of his individual performance, merited a higher level of annual incentive.
~~(4)~~: Mr. Stevenson's annual incentive payment exceeded the calculated amount as the Compensation Committee determined, based upon the CEO's recommendation, that the structural changes, streamlining of service delivery and heightened focus on the customer experience set the framework for improved performance, both near-term and longer-term at Terminix, along with the CEO's evaluation of his individual performance, merited a higher level of annual incentive.

~~Table of Contents~~

~~(5)~~: The annual incentive funding level (116 percent) for the ServiceMaster Brands business was reduced from the calculated achievement level (150 percent) as the Compensation Committee exercised its discretion and reduced the funding level due to the adjustment for area wide events (hurricanes and large area disasters). Ms. Wegner's annual incentive payment was reduced based on the CEO's evaluation of her individual performance; however, her overall pyament was still above her target level.
~~(6)~~: Mr. Tibbens' annual bonus payment for 2018 performance was guaranteed at his target bonus percent of 100 percent of base salary, prorated from his hire date of May 15, 2018 through September 30, 2018, the date prior to the spin-off of AHS. His prorated salary paid for the period from his hire on May 15, 2018 through September 30, 2018 was $300,000.

Long-Term Equity Awards

Our long-term equity incentive plans are designed to retain key executives and to align the interests of our executives with the achievement of sustainable long-term growth and performance. For ~~2018,~~2021, to provide a long-term incentive component to the pay mix of executive officers, the Compensation Committee approved LTI awards comprised of ~~both~~PSUs, stock options and RSUs with each award having an equivalent grant date value (50 percent of total grant value delivered through stock options and 50 percent delivered through RSUs). Prior to 2018, the Company used an equity mix of 50 percent options and 50 percent PSUs. For 2018, the Compensation Committee decided to replace PSUs with RSUs on a one-time basis due to the complexities in determining longer term financial goals given the projected spin-off of AHS later in 2018. In 2019, the Compensation Committee returned to 50 percent PSUs combined with 30 percent options and 20 percent RSUs.

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The Compensation Committee periodically reviews the equity holdings of executive officers of the Company to ensure there are appropriate levels of ownership and incentive and retention value. The Compensation Committee also reviews competitive market practice regarding the awarding of LTI awards and, following its 2021 assessment ~~during 2018~~ of our ~~executives'~~executives’ stock holdings and future long-term incentive opportunity, the Compensation Committee approved ~~a LTI strategy and subsequently approved~~ awards for the NEOs. The ~~2018~~2021 equity awards are comprised of ~~both~~PSUs, stock options and RSUs, with ~~equivalent~~ grant date ~~value.~~values equal to 50 percent for PSUs, 30 percent for stock options and 20 percent for RSUs. The specific size and value of the awards are detailed in the Summary Compensation and the Grants of Plan Based Award tables below. ~~The Compensation Committee approved a RSU award in October 2018 to Mr. Persson to recognize his efforts leading activities~~

PSU awards will be earned based on the Company’s attainment of certain levels of cumulative adjusted EPS and cumulative revenue, then modified up or down based on relative total stockholder return (“TSR”) for the ~~spin-off of AHS and for his leadership in developing~~Company relative to the ~~Company's long-term and merger and acquisition strategy. Additionally, Mr. Tibbens received two grants of RSUs, one that vests in equal installments on the first three anniversaries~~TSR of the ~~grant and~~companies in our Peer Group. The performance period for which the ~~other that has vested or~~number of PSUs earned will vest in equal installments on February 18, 2019, February 18, 2020 and February 18, 2021. He also received two stock option grants, one that vests in equal installments on the first four anniversariesbe a three-year period from January 1, 2021 through December 31, 2023. Executive officers may earn a maximum of 200 percent of the ~~grant and~~target award with a potential 20 percent upward adjustment if the ~~other that has vested or will vest~~Company’s TSR is in ~~equal installments on February 18, 2019, February 18, 2010, February 18, 2021 and February 18, 2022. These grants~~the highest quartile of ~~RSUs and stock options were converted~~TSR relative to ~~RSUs and stock options in Frontdoor stock effective October 1, 2018. The terms and conditions~~the Peer Group for an absolute maximum payout of 220 percent of the ~~grants remained the same as the original grants prior to the conversion.~~

target number of PSUs.

Stock options awarded are nonqualified stock options with vesting generally in equal installments on the first ~~four~~three anniversaries of the grant date. The exercise price of the stock options is the fair market value of the ~~Company's~~Company’s common stock as defined in the Omnibus Incentive Plan. ~~Stock option awards granted in February 2019, and options awarded in the future, will vest in equal installments on the first three anniversaries of the grant date.~~

The RSU awards will generally vest in three equal installments on the first three anniversaries of the grant date. ~~Effective July 31, 2018, PSUs previously~~

On September 15, 2020, we granted retention RSUs with a fair value of $1 million to ~~certain executive officers~~Ms. Scott. The RSUs (24,589) vested on September 15, 2021 (the first anniversary of the ~~Company on February 22, 2016 and February 20, 2017 were cancelled by the Compensation Committee~~

grant date) in accordance with their terms.

~~Table of Contents~~

of the Board of Directors due to the complexities of adjusting such awards as a consequence of the planned spin-off of the AHS business and because the awards were tracking below payout threshold at the time of cancellation. The executive officers voluntarily agreed to the cancellation of these awards. The awards were cancelled for Mr. DiLucente and Ms. Wegner.

Double Trigger Vesting Upon Change In Control

The Company has adopted ~~"double trigger"~~“double trigger” vesting acceleration in the event of a change in control of the Company, effective for all equity awards granted on or after April 23, 2018. This ~~"double trigger"~~“double trigger” vesting acceleration provision was already included in our stock option agreements, but the Compensation ~~Committee's action includes~~Committee included this provision in all other stock ~~awards. If~~award agreements, and provides as follows: if the Compensation Committee reasonably determines prior to a change in control that ~~an employee~~a teammate would, in connection with the change in control, receive an ~~"Alternative Award"~~“Alternative Award” meeting the requirements of the Omnibus Incentive ~~Plan; provided, however, that~~Plan (i.e., an equity-based award in the post-closing company), then if within two years following athe change in control, the ~~employee's~~teammate’s employment is involuntarily (other than for cause) terminated or the ~~employee~~teammate resigns with ~~good reason,~~“good reason” (each as such terms are defined in the Omnibus Incentive Plan), at a time when any portion of the Alternative Award is unvested, the unvested portion of such Alternative

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Award ~~shall~~would immediately vest in full and such ~~employee shall~~teammate would be provided with either cash or marketable stock equal to the fair market value of the stock subject to the Alternative Award on the date of termination.

On the October 1, 2018 effective date of the spin-off of AHS, LTI awards were adjusted to reflect the spin-off of AHS. All stock option grants were adjusted and concentrated in the company of employment immediately post-spin. Both the number of options and the exercise price, were adjusted to provide equivalent in-the-money value post-spin as existed immediately pre-spin. Holders of outstanding RSU awards were provided an election to concentrate their RSU awards into their company of employment post-spin or to receive RSUs in Frontdoor at the distribution rate of one Frontdoor RSU for each two ServiceMaster RSUs. Messrs. Varty, DiLucente and Stevenson elected to concentrate their RSUs into ServiceMaster RSUs, and consequently, their respective RSU awards, including the number of RSUs were adjusted to provide value equivalent to the pre-spin value. Mr. Persson and Ms. Wegner elected to receive RSUs of Frontdoor as well as maintaining their original number of RSUs in ServiceMaster, consistent with the terms of their existing RSU agreements. Mr. Tibbens' RSUs were concentrated into RSUs in Frontdoor as he holds the position of President and CEO of Frontdoor. All awards listed in the Summary Compensation, Grants of Plan Based Awards (2018), Outstanding Equity Awards at Fiscal Year End (2018), and Option Exercises and Stock Vested (2018) tables reflect the applicable adjustments related to the spin-off of Frontdoor to stock option and RSU awards. All awards, whether in ServiceMaster or Frontdoor retained the same terms and conditions, including the vesting terms, as the original ServiceMaster awards. Individual awards are detailed in the Grants of Plan Based Awards table below.

Omnibus Incentive Plan

Our board of directors adopted and our stockholders approved the Omnibus Incentive Plan in 2015. Our directors, officers, ~~employees~~teammates and consultants are eligible to receive awards under the Omnibus Incentive Plan. Awards under the Omnibus Incentive Plan may be made in the form of stock options, which may be either incentive stock options or non-qualified stock options; stock purchase rights; restricted stock; RSUs; performance RSUs; performance shares; PSUs; stock appreciation rights ~~("SARs"~~(“SARs”); dividend equivalents; deferred share units; and other stock-based awards.

A total of ~~5,817,681~~4,705,308 shares of our common stock remained available for issuance under the Omnibus Incentive Plan as of December 31, ~~2018.~~2021. This figure represented ~~approximately~~less than four percent of the shares of our common stock that were outstanding as of December 31, ~~2018. During any period~~2021. The Omnibus Incentive Plan provides that ~~Section 162(m) of the Internal Revenue Code is applicable to us,~~ (1) the maximum number of stock options, SARs or other awards based solely on the increase in the value of common stock that a participant may receive in any year is 2,000,000; (2) a participant may receive a maximum of 1,000,000

~~Table of Contents~~

performance shares, shares of performance-based restricted stock and performance-based RSUs in any year; and (3) the maximum value of performance units granted to a participant during any year may not exceed $10,000,000.

We will continue to consider LTI awards under the Omnibus Incentive Plan on an ongoing basis to certain key ~~employees,~~teammates, including our NEOs, in order to recognize outstanding performance, assumption of additional responsibilities, enhance retention or otherwise as the Compensation Committee may determine is in our best interest.

Employee Stock Purchase Plan

The Employee Stock Purchase Plan ~~("ESPP"~~(“ESPP”) was approved by stockholders at the 2015 ~~Annual Meeting~~annual meeting in April 2015. A total of 1,000,000 shares was authorized by stockholders for issuance under the ESPP. ~~Purchases under the ESPP were suspended in 2018 due to the pending spin-off of Frontdoor.~~

The Compensation Committee amended the ESPP in February 2019 to allow for more frequent purchase periods and to change the allowed 10 percent discount to a company match of 10 percent of ~~employee~~teammate contributions. The authorized number of shares of common stock remaining in the ESPP ~~(843,584)~~ was not changed. The expiration date of the ~~plan~~ESPP was not changed from April 27, 2025. ~~We expect purchases~~Our executive officers are prohibited from participating in the ESPP. As of December 31, 2021, 741,120 shares of common stock remained available for purchase under the ~~amended~~ESPP. The ESPP ~~period~~was suspended on December 31, 2021 due to ~~begin in July 2019.~~

the expected merger with Rentokil.

Retirement Benefits

~~Employees,~~

Teammates, including the NEOs, are generally eligible to participate in the ~~ServiceMaster~~Terminix Profit Sharing and Retirement Plan, as amended and restated and, as it may be further amended from time to time (the ~~"PSRP"~~“PSRP”). The PSRP is a tax qualified 401(k) defined contribution plan under which we may make discretionary matching contributions. Historically, we have provided for a matching contribution in the PSRP where ~~employees~~teammates receive a dollar for dollar match on the first one percent of their contributions, and then a $0.50 per dollar match on the next two percent to six percent contributed. Company matching contributions for the NEOs are set forth below in the All Other Compensation table.

We also maintain the ~~ServiceMaster~~Terminix Deferred Compensation Plan, as amended and restated, as it may be further amended from time to time (the ~~"DCP"~~“DCP”), which is a non-qualified deferred compensation plan designed to afford certain highly compensated ~~employees~~teammates (including the NEOs, executive officers and certain other ~~employees)~~teammates) the opportunity to defer additional amounts of compensation on a pre-tax basis. ~~Messrs. DiLucente and Stevenson~~No executive officer contributed to the DCP during ~~2018.~~

~~Employee~~2021.

Terminate Benefits and Executive Perquisites

We offer a variety of health and welfare programs to all eligible ~~employees,~~teammates, including the NEOs. The NEOs are eligible for the same health and welfare benefit programs on the same basis as the rest of our ~~employees,~~teammates, including medical and dental care coverage, life insurance coverage and short and long-term disability.

We limit the use of perquisites as a method of compensation and provide executive officers with only those perquisites that we believe are reasonable and consistent with our compensation goal of enabling us to attract and retain superior executives for key positions. ~~The perquisites provided to our NEOs are memberships in social and professional clubs.~~

Mr. Varty's employment agreement provided for corporate housing through July 2018 and the reimbursement of reasonable weekly commuting expenses between Detroit, Michigan and Memphis, Tennessee through July 2018.

~~Table of Contents~~

Our aircraft policy was amended in October 2018 to require the approval of the Chairman of the board of directors to approve personal use of the Company aircraft by the CEO. Prior to the amendment to the policy in October the CEO was required to reimburse us for personal use of the company aircraft exceeding 100 hours annually. Any amount so reimbursed to us would be applied to reduce the executive's taxable income arising from the personal use. If our CEO utilizes our aircraft for non-business reasons, the amount, included as All Other Compensation on the Summary Compensation Table below, is generally calculated under the income imputation rules established by the IRS for personal use of company aircraft. These rules require the cost of each flight to be estimated by applying published IRS per mile rates based on the size of the aircraft to the total miles flown. This method of calculation was affirmed by the Compensation Committee.

Prior to the amendment to the policy in October, the CEO could approve the personal use of the company aircraft by other executive officers and directors as needed. During 2018, Mr. Tibbens was authorized to use the company aircraft or a limited basis in conjunction with his hiring and move from Seattle, Washington to Memphis, Tennessee.

Employment Arrangements

We generally provide an executive with an offer letter prior to the time he or she joins the Company. The offer letter generally describes the basic terms of the ~~executive's~~executive’s employment, including his or her start date, starting salary, AIP bonus target, special bonuses (if any), relocation benefits, severance benefits (if any), sign-on bonus (if any) and equity awards granted in connection with the commencement of his or her employment. The terms of the ~~executive's~~executive’s employment are thereafter based on sustained good performance rather than contractual terms and our policies will apply as warranted. Under certain circumstances, we recognize that

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special arrangements with respect to an ~~executive's~~executive’s employment may be necessary or desirable. ~~In July 2017,~~We entered into an agreement with Mr. DiLucente setting forth the terms of his continued service until his retirement in March 2021. On September 11, 2021, we entered into an employment agreement with Mr. ~~Varty~~Ponton setting forth the terms of his employment as our ~~CEO.~~CEO (the “Ponton Employment Agreement”). Please see the narrative below under “Executive Compensation Matters” for a description of this agreement, Please also see the narrative following the table in ~~"Grants~~“Grants of Plan Based Awards ~~(2018)"~~(2021)” and the "—“—Potential Payments Upon Termination or Change in ~~Control"~~Control” section for a description of the agreements with ~~Messrs. Varty, Persson, Stevenson and Tibbens.~~

our NEOs.

Post-Termination Compensation

Messrs. ~~DiLucente,~~Riesbeck, Dart and Persson and ~~Stevenson and~~ Ms. ~~Wegner~~Richardson are covered under our standard severance policy or practice as in effect at the time their employment is terminated. The standard severance policy was enhanced in consideration of the announced merger with Rentokil. Mr. Ponton is also entitled certain severance payments and benefits under a qualifiying termination of employment under the Ponton Employment Agreement. The standard severance policy and the terms of the post termination arrangements between us and the ~~other~~ NEOs are described in detail below under the "—“—Potential Payments Upon Termination or Change in ~~Control"~~Control” section.

Executive Compensation Matters

CEO Employment Agreement

The Ponton Employment Agreement provides Mr. Ponton with the following compensation: (1) an annual base salary of $975,000; (2) a target annual bonus opportunity under the Company’s AIP equal to 100 percent of his annual base salary; (3) a make-whole bonus of $520,000 to compensate Mr. Ponton for the loss of his annual bonus at his previous company; (4) a grant of 5,194 RSUs (a grant date value equal to $211,240); (5) a grant of 22,142 options to purchase Company common stock that have an exercise price of $40.67 per share (a grant date value equal to $316,852) and (6) a grant of 12,985 PSUs (a grant date value equal to $528,100) that are earned based on the Company’s performance during the period 2020-2022. The RSUs and the options shall vest in equal installments on the first three anniversaries of the grant date. The 2020 equity awards for Mr. Ponton were based on a pro-rated equity grant on his start date equal to approximately 33 percent of his annual equity award value in the same form and subject to the same vesting criteria applicable to the 2020 equity grants made to other senior executives (i.e., 50 percent PSUs, 30 percent stock options and 20 percent RSUs), valued at approximately $1,056,192. Mr. Ponton received a grant of equity awards of approximately $3.2 million in March 2021.

Other NEO Compensation Matters

In order to retain the services of Mr. DiLucente while the Company sought a new CEO, the Company entered into a retention agreement with Mr. DiLucente to ensure the Company had the benefit of his continued service and leadership. Mr. DiLucente held the title of Chief Financial Officer of the Company until March 4, 2021, at which time Mr. Riesbeck was appointed as the new Chief Financial Officer. The retention agreement provided that Mr. DiLucente continued to receive his current base salary and incentive compensation through March 31, 2021, and a payment of (1) one year’s base salary and (2) his target annual bonus under the Company’s 2021 incentive plan upon his retirement.

On December 13, 2021, the Compensation Committee approved, and recommended to the board of directors, and the board approved, certain tax-planning actions in order to mitigate adverse tax consequences to both the Company and certain teammates of the Company (including its named executive officers) that could arise in connection with the transactions contemplated by the Merger Agreement with Rentokil under the excise tax regime of Sections 280G and 4999 of the Internal Revenue Code. Specifically, these actions are: (1) the payment, on or prior to December 31, 2021, of a percentage of the 2021 annual bonuses that would otherwise have been paid on or before March 15, 2022 pursuant to the Company’s AIP including, for Mr. Ponton , $780,000; Mr. Riesbeck, $442,000; Mr. Dart, $194,400; Ms. Richardson, $138,297; and Mr. Persson, $250,000; (2) the settlement, on or prior to December 31, 2021, of a percentage of the 2019 performance-based stock unit awards (the “2019 PSUs”) that would otherwise have settled on or before February 18, 2022 pursuant to the applicable award agreements, equal to 4,496 units for Mr. Persson and 3,185 units for Mr. Dart; and (3) the vesting and settlement, on or prior to December 31, 2021, of time-vesting restricted stock unit awards that would otherwise have vested and settled on or before March 4, 2022 pursuant to the applicable award agreements, including, for the Company’s named executive officers: for Mr. Ponton, 4,597 units; for Mr. Riesbeck, 1,650 units; for Mr. Dart, 2,269 units; and for Mr. Persson, 2,913 units.

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EXECUTIVE COMPENSATION

2022 ANNUAL
PROXY STATEMENT

2022 Executive Compensation Due to Pending Rentokil Transaction

As previously disclosed, Terminix plans to combine with Rentokil bringing together two complementary businesses to create the global leader in pest control and hygiene & wellbeing, and the leader in the pest control business in North America, the world’s largest pest control market. The transaction will combine two leading brands with a long cultural heritage, outstanding talent and strong focus on people, customers and ESG. Upon completion, the combined company will have approximately 57,000 colleagues serving 4.9 million customers around the world from 790 locations. The enlarged business will have a strong platform for growth, particularly in North America, and an attractive financial profile to support future growth, including through acquisitions and continued investment in innovation and technology.

The transaction is expected to create significant value, enhance long-term growth potential, be highly cash generative and present a compelling industrial logic, supported by:

•

increased scale and leadership in the global pest control market;

•

substantially increased scale in North America, providing an enlarged platform for profitable growth;

•

a complementary and synergistic portfolio combination; and

•

an attractive financial profile.

As the Compensation Committee considered the proposed transaction with Rentokil, it wanted to accomplish three objectives with the 2022 executive compensation to maximize stockholder value; first, keeping the management team focused on the pending transaction with Rentokil and ensuring the successful integration of the two companies post-closing; second, incentivizing the management team to diligently work to achieve the 2022 financial and performance goals by providing them with retention assurance if the Rentokil transaction were not consummated and Terminix needed to operate as a stand-alone pest management company; and third, continue to adhere to a pay-for performance compensation program.

2022 Long-Term Incentive Awards

In the first quarter of ~~2019,~~2022, the Compensation Committee approved the grant of the equity awards set forth in the table below to ~~our~~the NEOs listed below (weighted 5060 percent RSUs and 40 percent PSUs ~~30 percent~~given the pending merger with Rentokil). Given the uncertainty of Terminix’s stock price due to the Rentokil transaction, unlike in prior years, the Compensation Committee elected to not issue stock options ~~and 20 percent RSUs).~~in 2022. The PSUs have a performance period of three years, ~~2019~~2022 through ~~2021,~~2024, based on the achievement of cumulative adjusted earnings per share and cumulative revenue goals, with a modifier based on ~~total shareholder return ("TSR")~~TSR relative to companies in our ~~peer group.~~Peer Group. Any payout earned under the PSU award will be settled in the first quarter of 2022. The stock options are scheduled to vest and become exercisable in equal installments on the first three anniversaries of the grant date, subject to the NEO's continued employment with the Company.2025. The RSUs will vest in equal installments on the first three anniversaries of the grant date. ~~After granting stock options and RSUs in 2018 due to~~

Named Executive Officer	Number of PSUs		Number of RSUs
Brett T. Ponton		28,331		45,054
Robert J. Riesbeck		10,170		16,173
David M. Dart		3,621		5,759
Deidre Richardson		3,666		5,830
Dion Persson		5,030		7,998

2022 Retention Awards

In the ~~complexity~~first quarter of ~~the then expected spin-off of AHS,~~2022, the Compensation Committee ~~decided~~approved executive retention awards to ~~return~~retain the executive management team through the consummation of the merger and integration of the Company with Rentokil. These awards were agreed to by Rentokil as part of the ~~use~~deal negotiations, and we believe that providing these awards is beneficial to TMX shareholders regardless of ~~PSUs~~whether the transaction is consummated—(a) if the merger is not consummated, the retention awards are designed to ~~ensure executive officers alignment~~keep the team together to execute on a go-forward basis or (b) if the merger is consummated, the retention awards are intended to maximize the value of the transaction by retaining key executives through the consummation process. The payments will be made in cash and are subject to continued employment. The award to Mr. Ponton is payable (a) 100% on the date that is 24 months from the date of the grant or (b) if earlier, 40 percent upon the closing of the merger and 60 percent the later of (i) three months from the first payment or (ii) 18 months from the date of the grant. Absent the merger closing, the retention period is 24 months from the date of the grant. For Messrs. Riesbeck, Dart and Persson and Ms. Richardson, the awards are payable 18 months from the date of the grant or 50 percent upon the closing of the merger or dissolution and 50 percent the later of (a) three months from the first payment or (b) the original 18 month payment timing. As noted above, these cash retention awards were designed to incentivize executives to maximize stockholder value by having a dual purpose of (a) keeping the team focused on the pending transaction with ~~specific~~

~~Table~~Rentokil and ensuring the successful integration of ~~Contents~~

the two companies post-closing and (b) incentivizing the team to diligently work to achieve the 2022 financial and performance goals ~~that are expected~~by providing them with some retention assurance if the Rentokil transaction were to ~~deliver increased shareholder value, while also providing significant reward opportunity for~~not be consummated and the ~~executive officer.~~

Company were needing to continue to operate as a stand-alone pest management company.

TERMINIX39

Named Executive Officer
Number of
PSUs Number of
Stock Options Number of
RSUs
Nikhil M. Varty
49,951 100,756 19,981
Anthony D. DiLucente
11,302 22,796 4,521
Dion Persson
7,493 15,114 2,998
Matthew J. Stevenson
8,742 17,633 3,497
Mary Kay Wegner
7,493 15,114 2,998

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2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION

Named Executive Officer	Retention Amount
Brett T. Ponton		$	2,500,000
Robert J. Riesbeck		$	350,000
David M. Dart		$	350,000
Deidre Richardson		$	350,000
Dion Persson		$	350,000

COMPENSATION COMMITTEE REPORT

~~Compensation Committee Report~~

The ~~Company's~~Company’s Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed it with management and, based on such review and discussions, has recommended to the board of directors that the Compensation Discussion and Analysis should be included in this Proxy Statement.

~~John B. Corness~~Deborah H. Caplan (Chair)
Laurie Ann Goldman
~~Naren K. Gursahaney~~
Steven B. Hochhauser
~~Stephen J. Sedita~~
~~Mark E. Tomkins~~Teresa M. Sebastian

This Compensation Committee Report is required by the SEC and, in accordance with the ~~SEC's~~SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed ~~"soliciting material"~~“soliciting material” or ~~"filed"~~“filed” under either the Securities Act or the Exchange Act.

~~Table of Contents~~

~~Executive Compensation Tables~~

~~Summary Compensation Table~~

Name and Principal Position
Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($)(1) Non-Equity
Incentive Plan
Compensation
($)(2) All Other
Compensation
($)(3) Total
($)
Nikhil M. Varty
2018 1,000,000 1,750,038 1,750,002 890,000 136,769 5,526,809
Chief Executive Officer
2017 431,818 431,818 2,000,007 1,250,005 — 42,966 4,156,614
Anthony D. DiLucente
2018 513,125 450,018 450,016 419,123 10,336 1,842,618
Senior Vice President and Chief Financial Officer
2017 446,354 1,100,045 373,443 350,000 30,787 2,300,629
Dion Persson
2018 408,333 850,032 450,016 300,375 52,207 2,060,963
Senior Vice President, Business Development

Matthew J. Stevenson
2018 431,250 400,040 400,008 305,663 44,019 1,580,980
President, Terminix Residential

Mary Kay Wegner
2018 425,000 400,040 400,008 288,405 14,031 1,527,484
President, ServiceMaster Brands
2017 425,000 800,061 350,101 415,000 9,788 1,999,950
2016 396,250 — 475,058 225,007 172,000 8,155 1,276,470
Rexford J. Tibbens
2018 300,000 300,000 (4) 1,625,068 (5) 1,625,022 (5) — 73,213 3,923,303
President and CEO, frontdoor, inc.

40TERMINIX

TABLE OF CONTENTS EXECUTIVE COMPENSATION TABLES SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($)(1) Non-Equity Incentive Plan Compensation ($)(2) All Other Compensation ($)(3) Total ($) Brett T. Ponton Chief Executive Officer 2021 975,000 2,218,167 950,629 780,000 74,311 4,998,107 2020 288,068 805,822(4) 739,340 316,852 32,870 55,862 2,238,814 Robert J. Riesbeck Executive Vice President and Chief Financial Officer 2021 650,000 796,257 341,253 442,000 459,303 2,688,813 David M. Dart Senior Vice President, Human Resources 2021 405,000 332,567 142,513 194,400 11,701 1,086,180 Deidre Richardson Senior Vice President, General Counsel and Secretary 2021 200,341 62,500(5) 300,017 138,297 106,920 808,075 Anthony D. DiLucente Former Senior Vice President and Chief Financial Officer 2021 133,750 930,291 1,064,041 2020 521,875 700,101 300,013 407,323 10,148 1,939,460 2019 517,500 633,553 271,500 220,800 16,408 1,659,761 Dion Persson Former Senior Vice President and Interim General Counsel 2021 360,606 393,785 168,762 250,000 11,357 1,184,510 2020 450,000 450,000(6) 420,061 180,014 301,050 10,148 1,811,273 2019 450,000 420,060 180,008 143,100 9,973 1,203,141 Kim Scott Former Chief Operating Officer 2021 428,750 700,063 300,006 28,944 1,457,763 2020 525,000 341,250(7) 1,551,319 236,255 63,558 10,017 2,727,399 (1)

The amounts in these columns reflect the aggregate grant date fair value of the PSUs, RSUs and stock options awarded. The assumptions used in the valuation of the PSUs, RSUs and stock option awards are disclosed in the Stock-Based Compensation footnote to the audited financial statements included in Item 8 of the ~~2018~~2021 Form 10-K.

(2)

~~(2)~~

Annual bonuses for ~~2018~~2021 were based on Adjusted EBITDA, revenue, customer ~~count~~retention and other individual performance criteria approved by the Compensation Committee.

(3)

~~(3)~~

Amounts in this column for ~~2018~~2021 are detailed in the All Other Compensation ~~(2018)~~(2021) table below.

(4)

~~(4)~~

Mr. ~~Tibbens'~~Ponton received a cash sign-on bonus of $520,000 paid in 2020 as part of his offer of employment and received a guaranteed annual bonus ~~was guaranteed~~payment at a minimum of 100 percent of his target ~~payout level prorated for~~bonus opportunity. The amount of his ~~service with~~bonus above the ~~Company (May 15, 2018 - September 30, 2018). Information regarding his total compensation for 2018 can be found~~100 percent guarantee due to performance exceeding plan goals is listed in the ~~Form S-1 registration statement filed February 1, 2019 by Frontdoor.~~Non-Equity Incentive Plan Compensation column.

(5)

~~(5)~~

~~The RSU~~

Ms. Richardson received a sign-on bonus of $125,000, 50 percent of which was paid in 2021, and ~~stock option awards were granted~~the other 50 percent to be paid in 2022.

(6)

Mr. ~~Tibbens consistent with his employment agreement. The values listed are~~Persson received a cash award paid in 2020 related to the ~~fair value~~sale of the ServiceMaster ~~awards~~Brands business.

(7)

Ms. Scott received a guaranteed annual bonus payment at a minimum of 100 percent of her target bonus opportunity. The amount of her bonus above the ~~time of~~100 percent guarantee due to performance exceeding plan goals is listed in the ~~grants. These RSUs and stock options have been converted to RSUs and options of Frontdoor stock following the spin-off.~~Non-Equity Incentive Plan Compensation column.

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2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION TABLES

All Other Compensation ~~(2018)~~(2021)

Named Executive Officer	Perquisites and Other Personal Benefits ($)		Severance Benefits ($)		Relocation Expenses ($)		Company Paid Life Insurance Premiums ($)		Company Contributions to PSRP ($)(1)		Tax Payment(s) ($)(2)		Total ($)
Brett T. Ponton		—		—		37,067		1,788		10,150		25,306		74,311
Robert J. Riesbeck		—		—		299,523		1,743		10,150		147,887		459,303
David M. Dart		—		—		—		1,551		10,150		—		11,701
Deidre Richardson		—		—		58,853		550		3,075		44,442		106,920
Anthony D. DiLucente		10,294(3)		909,500(4)		—		347		10,150		—		930,291
Dion Persson		—		—		—		1,207		10,150		—		11,357
Kim Scott		17,737(3)		—		—		1,057		10,150		—		28,944

Named Executive Officer
Perquisites
and Other
Personal
Benefits
($) Relocation
Expenses
($) Company Paid
Life Insurance
Premiums
($) Company
Contributions
to PSRP
($)(1) Tax
Payment(s)
($)(2) Total
($)
Nikhil M. Varty
17,530 (3)(9) 66,276 338 9,625 43,000 136,769
Anthony D. DiLucente
226 (4) — 338 9,625 147 10,336
Dion Persson
605 (5) 24,870 338 9,625 16,769 52,207
Matthew J. Stevenson
3,538 (6) 17,125 324 9,625 13,407 44,019
Mary Kay Wegner
2,538 (7) — 338 9,625 1,530 14,031
Rexford J. Tibbens
12,164 (8)(9) 30,040 56 2,000 28,953 73,213

(1)

~~(1)~~: The PSRP is our tax-qualified retirement savings plan.

(2)

~~(2)~~

The ~~numbers~~amounts disclosed in this column reflect the tax gross-up for relocation expenses consistent with the ~~Company's~~Company’s relocation policy relating to the hire of Messrs. ~~Varty, Persson, Stevenson~~Ponton and ~~Tibbens~~Riesbeck and Ms. Richardson.

(3)

The amounts in this column for Mr. DiLucente and Ms. Scott reflect the ~~tax gross-up for the non-business use~~payment of ~~the company aircraft or commercial airlines by nonemployees, including spouses, for Ms. Wegner and Mr. Tibbens.~~

~~(3)~~

~~Mr. Varty's number includes the use of the corporate aircraft for business entertainment ($10,700) and reimbursement for use of commercial airlines ($6,830) for commuting between Detroit and Memphis.~~

~~(4)~~

~~Mr. DiLucente's number includes reimbursement for use of commercial airlines for non-business reasons between Cleveland and Memphis.~~

~~(5)~~

~~Mr. Persson's number includes reimbursement for use of commercial airlines for non-business reasons between San Francisco and Memphis.~~

~~(6)~~

~~Mr. Stevenson's number includes reimbursement for use of commercial airlines for commuting between Detroit and Memphis.~~

~~(7)~~

~~Ms. Wegner's number includes income for use of commercial airlines for an accompanying non-employee guest traveling to a business function.~~

~~(8)~~

~~Mr. Tibbens' number includes non-business use of the corporate aircraft, including travel for his spouse, related to his move to Memphis~~accrued, but unused, vacation upon their respective resignations from ~~Seattle ($11,821) and reimbursement for use of commercial airlines ($343) traveling from Seattle to Memphis.~~

~~(9)~~

The incremental cost of the use of the Company aircraft included in the table above is calculated based on the variable operating costs to ServiceMaster, including fuel costs, mileage, trip related maintenance, universal weather monitoring costs, on board catering, lamp/ramp fees and other miscellaneous variable costs based on occupied seat hours. Fixed costs, which do not change based on usage, such as pilot salaries, depreciation and the cost of maintenance not related to trips are excluded. The compensation for personal use of the Company aircraft calculated based on the variable operating costs incurred is typically greater than the amount calculated under the income imputation rules established by the IRS for personal use of company aircraft. The aggregate cost of other perquisites and personal benefits is measured on the basis of the actual cost to the Company.

(4)

The amount in this column reflects the aggregate severance benefits payable to Mr. DiLucente consistent with his retention agreement.

42TERMINIX

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

2022 ANNUAL
PROXY STATEMENT

Grants of Plan Based Awards ~~(2018)~~(2021)

The amounts listed in the table below in the column entitled Estimated Future Payouts Under Non-Equity Incentive Plan Awards represent the potential ~~2018~~2021 earnings under the AIP, which is a non-equity incentive plan. The threshold amount is the minimum earned amount if threshold

~~Table of Contents~~

performance is attained for all performance measures. The plan provides for a maximum payout ~~under~~equal to 300 percent of the ~~plan is the amount calculated under the EABP. For 2018, the~~executive’s target award, 200 percent maximum ~~is $6.22 million. As noted above,~~funding plus up to 150 percent individual modifier as determined by the Compensation ~~Committee terminated the EABP on February 18, 2019.~~Committee. Additional information is discussed in ~~"Compensation~~“Compensation Discussion and Analysis—Annual Incentive ~~Plan"~~Plan” above. ~~All stock option and RSU awards listed reflect the adjustment resulting from the spin-off of AHS.~~ Additional detail is provided in ~~"Compensation~~“Compensation Discussion and Analysis—Long-Term Equity ~~Awards"~~Awards” above.

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock (#)(3)		All Other Option Awards: Number of Securities Underlying Options (#)(4)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(5)
Named Executive Officer	Grant Date	Threshold ($)		Target ($)		Maximum ($)(1)		Threshold (#)		Target (#)(2)		Maximum (#)		All Other Stock Awards: Number of Shares of Stock (#)(3)				Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(5)
Brett T. Ponton	N/A		487,500		975,000		1,950,000
	3/3/2021								17,237		34,473		75,841								1,584,379
	3/3/2021														13,790						633,788
	3/3/2021																59,901		45.96		950,629
Robert J. Riesbeck	N/A		276,250		552,500		1,105,000
	3/3/2021										12,375										568,755
	3/3/2021														4,950						227,502
	3/3/2021																21,503		45.96		341,253
David M. Dart	N/A		121,500		243,000		486,000
	3/3/2021										5,168										237,521
	3/3/2021														2,068						95,045
	3/3/2021																8,980		45.96		142,513
Deidre Richardson	N/A		60,150		120,300		240,600
Deidre Richardson	7/6/2021														6,088						300,017
Anthony D. DiLucente	N/A
Dion Persson	N/A		108,150		216,300		432,600
	3/3/2021								3,060		6,120		13,464								281,275
	3/3/2021														2,448						112,510
	3/3/2021																10,634		45.96		168,762
Kim Scott	N/A
	3/3/2021								5,440		10,880		23,936								500,045
	3/3/2021														4,352						200,018
	3/3/2021																18,904		45.96		300,006

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)(4)

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards All Other
Stock Awards:
Number of
Shares of
Stock
(#)(2)(3)

Exercise or
Base Price
of Option
Awards
($/Sh) Grant Date
Fair Value of
Stock and
Option
Awards(8)
Named Executive Officer
Grant Date Threshold
($) Target
($) Maximum
($)(1)
Nikhil M. Varty
N/A 500,000 1,000,000 6,220,000
2/18/2018 47,216 1,750,038
2/18/2018 145,459 37.07 1,750,002
Anthony D. DiLucente
N/A 181,125 362,250 6,220,000
2/18/2018 12,141 450,018
2/18/2018 37,405 37.07 450,016
Dion Persson
N/A 135,000 270,000 6,220,000
2/18/2018 8,221 (5) 450,018
2/18/2018 37,359 37.07 450,016
10/23/2018 9,046 400,014
Matthew J. Stevenson
N/A 146,250 292,500 6,220,000
2/18/2018 10,793 400,040
2/18/2018 33,248 37.07 400,008
Mary Kay Wegner
N/A 138,125 276,250 6,220,000
2/18/2018 7,308 (5) 400,040
2/18/2018 33,248 37.07 400,008
Rexford J. Tibbens
N/A N/A 300,000 6,220,000
5/15/2018 16,369 (6)(7) 625,031
5/15/2018 87,122 (6) 38.19 1,000,008
5/15/2018 26,191 (6) 1,000,038
5/15/2018 54,452 (6)(7) 38.19 625,014

(1)

~~(1)~~: Represents the calculation of the annual bonus under the ~~EABP.~~2021 AIP at 200 percent of target.

(2)

Represents PSUs, which are earned based on performance and vest following the three-year performance period (2021—2023). Maximum payout under the performance share units is 220 percent.

(3)

~~(2)~~

Represents RSUs granted March 3, 2021 that will vest in equal installments on the first three anniversaries of the grant date, assuming continued service.

~~(3)~~

~~All figures have been adjusted as a result~~ The RSUs granted to Ms. Richardson on July 6, 2021, were part of her offer of employment and will vest on the third anniversary of the ~~spin-off of Frontdoor effective October 1, 2018.~~grant date.

(4)

~~(4)~~

Represents nonqualified stock options that will vest in equal installments on the first ~~four~~three anniversaries of the grant date, assuming continued service.

(5)

~~(5)~~

In conjunction with the spin-off of Frontdoor, Mr. Persson and Ms. Wegner elected to receive RSUs in both ServiceMaster and Frontdoor. The figures listed represent only the RSUs in ServiceMaster. They also hold the following RSUs in Frontdoor: Mr. Persson (4,110) and Ms. Wegner (3,654). The RSUs in both ServiceMaster and Frontdoor have the same vesting provisions as the original award.

~~(6)~~

RSU and stock option awards for Mr. Tibbens, while originally granted as ServiceMaster RSUs and stock options, have been converted into RSUs and stock options of Frontdoor as result of the spin-off of Frontdoor.

~~(7)~~

The RSUs and stock options have vesting dates beginning on February 18, 2019, with RSUs continuing to vest on February 18, 2020 and 2021, respectively, and stock options continuing to vest on February 18, 2020, 2021 and 2022, respectively.

~~(8)~~

The amounts in this column reflect the aggregate grant date fair value of PSUs, options and RSUs detailed in the prior columns. The assumptions used in the valuation of PSUs, stock options and RSU awards are disclosed in the Stock-Based Compensation footnote to the audited financial statements included in Item 8 of the ~~2018~~2021 Form 10-K.

TERMINIX43

TABLE OF CONTENTS

2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION TABLES

~~Table of Contents~~

~~Employment Arrangements~~

~~Employment Agreement with Mr. Varty~~

On July 26, 2017, we announced that Nikhil M. Varty had been elected to serve as our CEO pursuant to an employment agreement with us. Mr. Varty's employment agreement is initially for a term of three years subject to automatic one year renewals thereafter, absent termination notice by either party. Under his employment agreement, Mr. Varty received an initial annual base salary of $1 million and a target annual incentive bonus opportunity of 100 percent of his base salary. Mr. Varty's employment agreement provides for corporate housing through the first anniversary of his hire date and the reimbursement of reasonable weekly commuting expenses between Detroit, Michigan and Memphis, Tennessee through the first anniversary of his hire date. Mr. Varty's employment agreement provides for annual long-term equity awards with a grant value equal to 350 percent of his base salary for 2018 and 2019. Mr. Varty's employment agreement also provides for severance benefits as described below under "Potential Payments Upon Termination or Change in Control." A failure by us to renew the agreement will constitute a termination of Mr. Varty's employment without cause for purposes of his severance benefits.

~~Employment Agreement with Mr. Tibbens~~

On May 15, 2018, Mr. Tibbens was hired as the President and CEO of AHS in anticipation of the spin-off of AHS pursuant to an employment agreement. Mr. Tibbens' employment agreement is initially for a term of four years subject to automatic one year renewals thereafter, absent termination notice by either party. Under his employment agreement, Mr. Tibbens received an initial annual base salary of $800,000 and a target annual incentive bonus opportunity of 100 percent of his base salary. Mr. Tibbens' employment agreement also provides for severance benefits, which have not been executed as he continues as the President and CEO of Frontdoor, a publicly traded company, following the spin-off of AHS.

Equity Awards

As noted in the Compensation Discussion and Analysis, on ~~February 18, 2018,~~March 3, 2021, the Compensation Committee approved the grant of the equity awards set forth in the table below to our NEOs. The ~~stock~~PSUs will be earned over the three-year performance period (2021-2023). Stock options are scheduled to vest and become exercisable in equal annual installments on the first ~~four~~three anniversaries of the grant date, subject to the ~~NEO's~~NEO’s continued employment with the Company. The stock options awarded on ~~February 18, 2018~~March 3, 2021 have an exercise price of ~~$37.07~~$45.96 per share. The Compensation Committee also approved RSUs that vest in equal annual installments on the first three anniversaries of the grant date, subject to the NEO's continue employment with the Company. The Compensation Committee approved stock options and RSUs for Mr. Tibbens as part of his employment agreement. These awards were approved with a grant date of May 15, 2018. The stock options awarded to Mr. Tibbens are scheduled to vest and become exercisable in equal annual installments on the first four anniversaries of the grant date for one grant, with a second stock option grant vesting and becoming exercisable in equal installments beginning on February 18, 2019 and the next three anniversaries of the February 18 initial vest date, subject to hisNEO’s continued employment with the Company.

Named Executive Officer	Number of PSUs		Number of Stock Options		Number of RSUs
Brett T. Ponton		34,473		59,901		13,790
Robert J. Riesbeck		12,375		21,503		4,950
David M. Dart		5,168		8,980		2,068
Deidre Richardson(1)		—		—		6,088
Anthony D. DiLucente		—		—		—
Dion Persson		6,120		10,634		2,448
Kim Scott		10,880		18,904		4,352

(1)

The ~~stock options awarded~~RSUs granted to Ms. Richardson on ~~May 15, 2018 have an exercise price based on a Frontdoor stock price~~July 6, 2021, were part of ~~$38.19 per share. Mr. Tibbens also received two RSU awards. The first~~her offer of employment and will vest ~~in equal installments~~ on the ~~first three anniversaries~~third anniversary of the grant ~~date, and the second award will vest in three equal annual installments beginning on February 18, 2019 and the next two anniversaries of the February 18 initial vest~~ date. ~~Mr. Persson also received an additional RSU award on October 23,~~

~~Table of Contents~~

~~2018 to recognize his efforts leading activities for the spin-off of AHS and for his leadership in developing the Company's long-term and merger and acquisition strategy.~~

Named Executive Officer
Number of
Stock Options Number of
RSUs
Nikhil M. Varty
145,459 47,216
Anthony D. DiLucente
37,405 12,141
Dion Persson(1)
37,359 17,267
Matthew J. Stevenson
33,248 10,793
Mary Kay Wegner(1)
33,248 7,308
Rexford J. Tibbens(2)
141,574 42,560

~~(1)~~: ~~Mr. Persson and Ms. Wegner elected to receive RSUs in Frontdoor as well as maintaining the original number of RSUs in ServiceMaster in connection with the spin-off of Frontdoor.~~
~~(2)~~: ~~These awards converted to Frontdoor equity awards as of October 1, 2018~~

All PSUs, stock options ~~restricted shares~~ and RSUs currently held by the NEOs are shown in the ~~"Outstanding~~“Outstanding Equity Awards at Fiscal Year End ~~(2018)"~~(2021)” table below.

The Omnibus Incentive Plan and an employee stock option agreement govern each option award and provide, among other things, that the options generally vest in equal installments on the first ~~four~~three anniversaries of the grant dates, subject to continued employment through each applicable vesting date. The Omnibus Incentive Plan and an RSU award agreement govern each RSU award and provide, among other things, that the RSUs generally vest in equal installments on the first three anniversaries of the grant dates, subject to continued employment through each applicable vesting date. Holders of RSUs have no rights as stockholders, including voting rights. Holders of RSUs are, however, entitled to dividend equivalents if a dividend is declared on our common stock. See ~~"Potential~~“Potential Payments Upon Termination or Change in ~~Control"~~Control” below for information regarding the cancellation or acceleration of vesting of stock options and RSUs upon certain terminations of employment or a change in control.

44TERMINIX

TABLE OF CONTENTS~~Table of Contents~~

EXECUTIVE COMPENSATION TABLES

2022 ANNUAL
PROXY STATEMENT

Outstanding Equity Awards at Fiscal Year End ~~(2018)~~(2021)

		Option Awards								Stock Awards				Performance Stock Awards
Named Executive Officer	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Option Exercise Price ($)		Option Expiration Date		Number of Units of Stock That Have Not Vested (#)(2)		Market Value of Units of Stock That Have Not Vested ($)(3)		Equity Incentive Plan Awards: Number of Unearned Units That Have Not Yet Vested (#) (4)		Equity Incentive Plan Awards: Market Value of Unearned Units That Have Not Yet Vested (#) (4)
Brett T. Ponton	9/15/2020		7,381		14,761		40.67		9/15/2028		3,462		156,586		6,493		293,656
Brett T. Ponton	3/3/2021				59,901		45.96		3/3/2029		9,193		415,799		17,237		779,607
Robert J. Riesbeck	12/7/2020										7,472		337,959
Robert J. Riesbeck	3/3/2021				21,503		45.96		3/3/2029		3,300		149,259		6,188		279,861
David M. Dart	2/18/2019		7,138		3,568		40.04		2/18/2027						2,123		96,023
	3/4/2020		4,202		8,404		36.35		3/4/2028		871		39,395		3,267		147,766
	3/3/2021				8,980		45.96		3/3/2029		1,378		62,327		2,584		116,874
Deidre Richardson	7/6/2021										6,088		275,360
Anthony D. DiLucente(5)	N/A
Dion Persson	2/18/2018		28,019		9,340		37.07		2/18/2028						—		—
	2/18/2019		10,076		5,038		40.04		2/18/2027						2,997		135,554
	3/4/2020		5,308		10,616		36.35		3/4/2028		1,100		49,753		4,127		186,664
	3/3/2021				10,634		45.96		3/3/2029		1,632		73,815		3,060		138,404
Kim Scott(6)	N/A

Option Awards Stock Awards
Named Executive Officer
Grant Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1) Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1) Option
Exercise
Price
($) Option
Expiration
Date Number of
Units of
Stock That
Have Not
Vested
(#)(2) Market
Value of
Units of
Stock That
Have Not
Vested
($)(3)
Nikhil M. Varty
7/26/2017 37,012 111,037 28.56 7/26/2027 —
2/18/2018 0 145,459 37.07 2/18/2028 47,216 1,734,716
Anthony D. DiLucente
1/24/2017 — — — — 6,558 240,941
2/20/2017 11,208 33,624 26.01 2/20/2027
2/18/2018 0 37,405 37.07 2/18/2028 12,141 446,060
Dion Persson
2/18/2018 0 37,359 37.07 2/18/2028 8,221 (4) 302,040
10/22/2018 — — — — 9,046 332,350
Matthew J. Stevenson
10/23/2017 — — — — 6,890 253,139
2/18/2018 0 33,248 37.07 2/18/2028 10,793 396,535
Mary Kay Wegner
2/22/2016 6,119 12,237 26.81 2/22/2026 — —
11/29/2016 2,151 (4) 79,028
2/20/2017 10,508 31,522 26.01 2/20/2027 — —
2/18/2018 0 33,248 37.07 2/18/2028 7,308 (4) 268,496
Rexford J. Tibbens
5/15/2018 0 87,122 (5) 38.19 5/15/2028 26,191 (5) 696,943
5/15/2018 0 54,452 (5) 38.19 5/15/2028 16,369 (5) 435,579

(1)

~~(1)~~: Represents options to purchase shares of common stock granted under the Omnibus Incentive Plan. Options become exercisable on the basis of passage of time and continued employment over a four-year period ~~with one-fourth becoming exercisable~~for options granted prior to 2019 and generally vest in equal installments on ~~each anniversary following~~the first three anniversaries of the grant dates for options granted in 2019 and later, subject to continued employment through each applicable vesting date.

(2)

~~(2)~~

Represents RSUs to be settled in common stock granted under the Omnibus Incentive Plan.

(3)

~~(3)~~

~~Fair~~

Represents the fair market value as of December 31, ~~2018~~2021 of ~~$36.74~~$45.23 per share.

(4)

Represents the number and market value of PSUs at the threshold payout level. PSUs are earned based on the level of achievement of a cumulative revenue and a cumulative adjusted EPS target for performance years 2019-2021 and vested at the end of 2021 for the grant on February 18, 2019. PSUs granted on March 4, 2020 will be earned based on the level of achievement of a cumulative revenue and a cumulative adjusted EPS target for performance years 2020-2022 and will vest at the end of 2022. PSUs granted on March 3, 2021 will be earned based on the level of achievement of a cumulative revenue and a cumulative adjusted EPS target for performance years 2021-2023 and will vest at the end of 2023. Maximum payout under the performance share units is 220 percent of the target award.

(5)

Unvested stock options, RSUs and PSUs were canceled upon Mr. DiLucente’s resignation from the Company on March 31, 2021.

(6)

Unvested stock options, RSUs and PSUs were canceled upon Ms. Scott’s resignation from the Company on September 30, 2021.

TERMINIX45

TABLE OF CONTENTS

2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION TABLES

2019 Performance Share Unit Awards

The Compensation Committee approved PSU awards to executive officers in 2019 with a performance period of 2019 through 2021. The performance measures were cumulative adjusted revenue and cumulative adjusted earnings per share for ~~ServiceMaster~~the three-year period. The calculation of the payout achievement based on these financial measures may be adjusted by the Company’s total shareholder return relative to the Company’s peer group. If the Company’s TSR is above the 75th percentile, the payout would be adjusted by an additional 20 percentage points, and, conversely, if the Company’s TSR is below the 25th percentile of the peer group, the payout would be reduced by 20 percentage points. No adjustment would be made if the Company’s TSR was between the 25th and 75th percentiles.

The Company achieved below target levels for adjusted revenue nor for adjusted EPS resulting in ~~the case~~a calculated payout of ~~Mr. Tibbens, $26.61 for Frontdoor.~~

~~(4)~~

In conjunction with the spin-off of AHS, Mr. Persson and Ms. Wegner elected to receive RSUs in both ServiceMaster and Frontdoor. The figures listed represent only the RSUs in ServiceMaster. They also hold the following RSUs in Frontdoor: Mr. Persson (4,110) and Ms. Wegner (1,076 and 3,654)82%. The ~~RSUs~~Company TSR was below the 25th percentile, and, therefore, the payout was reduced by 20 percentage points, resulting in ~~both ServiceMaster~~an overall payout of 62 percent of target.

	Adjusted Revenue 2019-2021								Adjusted Earning Per Share 2019-2021										Total Shareholder Return				Award Earned
Named Executive Officer	Target ($M)		Actual ($M)		Weighting %		Weighted Payout %		Target			Actual			Weighting %		Weighted Payout %		Percentile		Payout Adjustment %		Total Payout %		Units Earned
Brett T. Ponton(1)
Robert J. Riesbeck(1)
David M. Dart		6,323		6,281		50%		49%		$	4.83		$	4.27		50%		33%		<25th		-20%		62%		3,291
Deidre Richardson(1)
Anthony D. DiLucente(2)
Dion Persson		6,323		6,281		50%		49%		$	4.83		$	4.27		50%		33%		<25th		-20%		62%		4,646
Kim Scott(1)				—										—

(1)

Messrs. Ponton and ~~Frontdoor have~~Riesbeck and Mss. Richardson and Scott were not employed by the ~~same vesting provisions as~~Company at the ~~original award.~~

~~(5)~~

~~RSU and stock option awards for Mr. Tibbens, while originally granted as ServiceMaster RSUs and stock options, have been converted into RSUs and stock options in Frontdoor as a result~~time of the ~~spin-off of AHS.~~

award and therefore did not participate.

(2)

Mr. DiLucente retired from the Company on March 31, 2021 and his 2019 PSU award was canceled upon his departure.

46TERMINIX

TABLE OF CONTENTS

~~Table of Contents~~

EXECUTIVE COMPENSATION TABLES

2022 ANNUAL
PROXY STATEMENT

Option Exercises and Stock Vested ~~(2018)~~(2021)

	Option Awards				Stock Awards
Named Executive Officer	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(2)
Brett T. Ponton						6,329		280,016
Robert J. Riesbeck						9,122		356,217
David M. Dart						10,639		468,339
Deidre Richardson
Anthony D. DiLucente		37,006		558,830		7,389		364,301
Dion Persson						15,267		692,575
Kim Scott		6,967		53,049		26,034		1,146,853

Option Awards Stock Awards
Named Executive Officer
Number of
Shares
Acquired on
Exercise (#) Value
Realized on
Exercise ($) Number of
Shares
Acquired on
Vesting (#)(1) Value
Realized on
Vesting ($)(2)
Nikhil M. Varty
— — 70,028 2,917,191
Anthony D. DiLucente
— — 19,038 781,780
Dion Persson(3)
— — 8,482 356,244
Matthew J. Stevenson
— — 3,455 151,821
Mary Kay Wegner(3)
— — 19,612 788,793
Rexford J. Tibbens
— — — —

(1)

~~(1)~~: Reflects the vesting of RSUs in ~~2018.~~2021, for Messrs. ~~Varty,~~Ponton, Riesbeck, Dart, DiLucente and Persson and ~~Stevenson and~~ Ms. ~~Wegner~~Scott. The NEOs elected to surrender a portion of the shares that settled upon vesting of the RSUs to satisfy tax withholding obligations, resulting in net shares of ~~48,616, 12,604, 5,027, 2,562~~Mr. Ponton, 5,638; Mr. Dart, 8,619; Mr. DiLucente, 4,354; Mr. Persson, 13,405; and ~~11,686,~~Ms. Scott,13,868; respectively. Mr. Riesbeck paid cash for his tax obligations and wound up with the full amount of shares.

(2)

~~(2)~~

The figures in this column represent the number of RSUs vesting multiplied by the fair market value of Company stock on the date of vesting.

~~(3)~~

Mr. Persson and Ms. Wegner also received also acquired shares of Frontdoor stock upon the vesting of RSUs for which they had elected to receive RSU awards in both ServiceMaster and Frontdoor. Mr. Persson had 4,241 RSUs of Frontdoor vest with a value realized on vesting of $173,881 and surrendered 1,636 shares to satisfy tax withholding obligations. Ms. Wegner had 6,113 RSUs of Frontdoor vest with a value realized upon vesting of $230,789 and surrendered 2,376 shares to satisfy tax withholding obligations.

Nonqualified Deferred Compensation Plans

The table below sets forth information regarding ~~the NEO's~~each NEO’s deferred compensation. ~~Messrs.~~Mr. DiLucente ~~and Stevenson~~ participated in the DCP during ~~2018.~~2020. Details are listed on the following table.

Nonqualified Deferred Compensation ~~(2018)~~(2021)

Named Executive Officer

Executive
Contributions
in Last FY
($)

Company
Contributions
in Last FY
($)(1)

Aggregate
Earnings
in Last FY
($)(2)

Aggregate
Withdrawals/
Distributions
($)

Aggregate
Balance at
Last FYE
($)

Brett T. Ponton

Robert J. Riesbeck

David M. Dart

Deidre Richardson

Anthony D. DiLucente

79,976

262,508

1,109,739

Dion Persson

Kim Scott

Named Executive Officer
Executive
Contributions
in Last FY
($)(1) Company
Contributions
in Last FY
($)(2) Aggregate
Earnings in
Last FY
($)(3) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at
Last FYE
($)
Nikhil M. Varty
— — — — —
Anthony D. DiLucente
278,125 — (14,595 ) — 538,766
Dion Persson
— — — — —
Matthew J. Stevenson
54,844 — (2,600 ) — 63,936
Mary Kay Wegner
— — — — —
Rexford J. Tibbens
— — — — —

(1)

~~(1)~~: ~~Amounts shown in this column for Messrs. DiLucente and Stevenson are included in the Summary Compensation Table as 2018 Salary and Non-Equity Incentive Plan Compensation.~~
~~(2)~~: Matching contributions to the DCP were not made in ~~2018.~~2021.

(2)

~~(3)~~

The amounts in this column do not represent above-market or preferential earnings and therefore are not included in the Summary Compensation Table.

~~Table of Contents~~

Deferred Compensation Programs

The DCP is a nonqualified deferred compensation plan designed to afford certain highly compensated ~~employees~~teammates the opportunity to defer up to 75 percent of their compensation on a pre-tax basis. Deferred amounts are credited with earnings or losses based on the rate of return of mutual funds selected by the participants in the DCP. The Company, in its sole discretion, may make matching contributions, based on the amounts that are deferred by ~~employees~~teammates pursuant to the DCP, but did not choose to make matching contributions for ~~2018.~~2021. Distributions are paid at the time elected by the participant in accordance with the DCP.

The DCP is not currently funded by the Company, and participants have an unsecured contractual commitment from the Company to pay the amounts due under the DCP. All plan assets are held in trust and are considered general assets of the Company. When such payments are due, the cash will be distributed from the ~~DCP's~~DCP’s trust.

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TABLE OF CONTENTS

2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION TABLES

Potential Payments Upon Termination or Change in Control

Severance Benefits for NEOs

Unless modified by separate agreement, and except as described below, upon a termination of employment for any reason, we have no obligation to pay any prospective amounts or provide any benefits to our NEOs. Our obligations will consist of those obligations accrued at the date of termination, including payment of earned salary, vacation, reimbursement of expenses and obligations that may otherwise be payable in the event of death or disability.

For the purpose of the following discussion, ~~"cause"~~“cause” means a material breach by the executive of the duties and responsibilities of the executive (other than as a result of incapacity due to physical or mental illness) that is demonstrably willful and deliberate on the ~~executive's~~executive’s part, committed in bad faith or without reasonable belief that such breach is in our best interests and not remedied in a reasonable period of time after receipt of written notice from us specifying such breach; or the commission by the executive of a felony or misdemeanor involving any act of fraud, embezzlement or dishonesty or any other intentional misconduct by the executive that materially and adversely affects our business affairs or reputation. The ~~NEOs'~~NEOs’ agreements described below also include in the definition of ~~"cause"~~“cause”: any failure by the executive to cooperate with any investigation or inquiry into the ~~executive's~~executive’s business practices, whether internal or external, including, but not limited to, the ~~executive's~~executive’s refusal to be deposed or to provide testimony at any trial or inquiry.

Upon each ~~executive's~~executive’s death or disability, we will pay to the executive (or his or her executors or legal representatives, to the extent applicable) the annual bonus earned for the fiscal year immediately preceding the date of termination to the extent not previously paid; plus if the date of termination is after June 30 of a fiscal year, a prorated bonus through his date of termination (determined based on the target bonus, in the event of retirement or death, or actual accomplishment, in the event of disability).

Mr. ~~Varty~~

~~Mr. Varty's employment agreement~~Ponton

The Ponton Employment Agreement provides that if we ~~were to terminate~~terminated Mr. ~~Varty's~~Ponton’s employment without ~~cause,~~“cause”, or Mr. ~~Varty terminates~~Ponton terminated his employment for ~~good reason,~~“good reason” (each term as defined in the Ponton Employment Agreement), he would receive: (1) continued payment of his monthly base salary for 24 months following the date of termination; (2) reimbursement of COBRA premiums paid by him for 18 months following the date of termination (and reimbursement of COBRA premiums for up to an additional 6 months following the end of the original 18 month period to the extent that Mr. Varty and his dependents have not obtained coverage from a subsequent employer); (3) the annual bonus earned for the fiscal year immediately preceding the date of termination to the extent not previously ~~paid; (4)~~paid and (3) a prorated bonus for the year in which his termination occurs through his date of

~~Table of Contents~~

~~termination; and (5) an amount~~ termination. Mr. Ponton’s employment agreement also provides for severance payments in connection with a change in control equal to two times ~~his average~~ annual salary and two times target bonus ~~paid or payable to Mr. Varty with respect to~~upon the ~~two fiscal years immediately preceding the date of~~ termination or, if Mr. Varty has not received an annual bonus for either or both of those fiscal years immediately preceding the date of termination, with such average to be calculated using his target annual bonus for such year or years, as applicable.following a change in control. Payments of Mr. ~~Varty's~~Ponton’s severance benefits are subject to Mr. ~~Varty~~Ponton signing a general release of claims. Mr. ~~Varty~~Ponton is also subject to covenants not to compete or solicit for two years following any termination of employment and an indefinite covenant not to disclose confidential information. Upon Mr. ~~Varty's~~Ponton’s retirement, death or disability, we ~~shall~~would have been obligated to pay to Mr. ~~Varty~~Ponton (or his executors or legal representatives, to the extent applicable) the annual bonus earned for the fiscal year immediately preceding the date of termination to the extent not previously paid, plus a prorated bonus through his date of termination. The treatment of equity awards granted to Mr. ~~Varty~~Ponton is described below under the ~~"MSIP and Omnibus~~“Omnibus Incentive ~~Plan"~~Plan” section.

~~Mr. Tibbens~~

~~Mr. Tibbens' employment agreement~~ The Merger Agreement also provides ~~he will receive: (1) continued~~for a bonus payment ~~of his monthly base salary, at the rate in effect immediately prior~~equal to the ~~Date~~greater of ~~Termination,~~target or actual performance for ~~12 months following~~ the ~~Date of Termination; provided that such payment period shall be for 24 months following~~year in which closing occurs, prorated from January 1st to the date of ~~termination if~~closing.

Mr. DiLucente

The agreement executed between Terminix and Mr. DiLucente on February 26, 2020 provides for severance benefits equal to (1) 12 months of annual salary; (2) the ~~date~~amount of ~~termination is prior~~the annual incentive payment for fiscal year 2020 and (3) an amount equal to ~~January 1, 2020; (2)~~100% of his target bonus under the 2021 AIP. These payments were paid in 12 equal monthly installments, other than the annual bonus for 2020 which was paid in a lump sum ~~payment equal to~~in March 2021. Mr. ~~Tibbens' target bonus; (3) to~~DiLucente left the ~~extent not already vested by their terms~~Company on ~~or prior to such date of termination,~~March 31, 2021 and the ~~Sign-On RSUs will become immediately vested on the date of termination; and (4) the annual bonus earned for the 2018 fiscal year.~~

noted severance benefit installments commenced.

Severance Arrangements with Other NEOs

We have not historically offered severance agreements or change in control agreements to newly hired executive officers. Messrs. ~~DiLucente,~~Riesbeck, Dart, Persson and ~~Stevenson and~~ Ms. ~~Wegner~~Richardson are covered under our standard severance practices and guidelines. As ~~an officer~~officers who ~~reports~~report directly to our CEO, ~~he or she is~~they are eligible to receive severance if terminated without cause (as defined in ~~"Potential~~“Potential Payments Upon Termination or Change in Control—Severance Benefits for ~~NEOs"~~NEOs”). Under our practice for executive officers as in effect as of December 31, ~~2018,~~2021, in the event of such termination, an amount equal to one times base salary plus target bonus for the year of termination is paid out generally in monthly installments over a period of 12 months, and, if termination occurs after June 30 of a year, a prorated portion of the bonus earned under the AIP would be payable to the terminated executive at the same time as annual bonuses are paid to other executives for the applicable year, subject to execution of a general release and observing covenants not to compete, solicit, nor disclose confidential information.

48TERMINIX

TABLE OF CONTENTS

EXECUTIVE COMPENSATION TABLES

2022 ANNUAL
PROXY STATEMENT

Ms. Scott voluntarily left the Company on September 30, 2021 and did not receive any severance benefits.

The ~~Compensation Committee adopted severance guidelines in July 2018 that provide~~Merger Agreement with Rentokil provides for enhanced severance payments pursuant to a change in control severance program to executive officers (other than Mr. Ponton) in the event of a ~~change~~termination of any such officers' employment without "cause" by us or for "good reason" (each as defined in ~~control and subsequent termination from~~ the ~~acquiring company~~Omnibus Incentive Plan) within 2412 months after closing. The program provides for a lump sum payment equal to two times the sum of the ~~change~~executive officer’s (x) annual base salary and (y) annual target cash bonus under the AIP upon the qualifying termination of employment. The Merger Agreement also provides for a bonus payment equal to the greater of target or actual performance for the year in ~~control, a "double trigger provision."~~which closing occurs, prorated from January 1st to the date of closing. The ~~guidelines provide~~Merger Agreement with Rentokil also provides for the payment of up to 18 months of COBRA plus two ~~times annual salary and target bonus~~percent upon ~~the~~ termination ~~following a~~resulting from the change in control.

Omnibus Incentive Plan

If an ~~executive's~~executive’s employment is terminated by us for ~~"cause" (as~~“cause” (as defined in the Omnibus Incentive Plan) all options (vested and unvested), unvested RSUs, unvested restricted stock and unvested performance RSUs are immediately cancelled.

If an ~~executive's~~executive’s employment is terminated by us without ~~"cause"~~“cause” or if the executive voluntarily terminates his employment for any reason, all unvested options, RSUs and PSUs immediately terminate. Upon such a termination, the executive may exercise vested options before the first to occur of (1) the three month anniversary of the ~~executive's~~executive’s termination of employment, (2) the expiration of

~~Table of Contents~~

the ~~options'~~options’ normal term, after which date such options are cancelled or (3) the cancellation of the options in the event of a change in control in exchange for a cash payment.

If an ~~executive's~~executive’s employment terminates by reason of death or disability, all unvested options will vest, and all options will remain exercisable until the first to occur of (1) the one year anniversary of the ~~executive's~~executive’s date of termination, (2) the expiration of the ~~options'~~options’ normal term, after which date such options are cancelled or (3) the cancellation of the options in the event of a change in control in exchange for a cash payment. RSUs will vest as to the number of RSUs that would have vested on the next anniversary of the grant date (assuming the ~~executive's~~executive’s employment had continued through such anniversary) multiplied by a fraction, the numerator of which is the number of days elapsed since (x) the grant date, if the termination due to death or disability occurs on or prior to the first anniversary of the grant date, or (y) the most recent prior anniversary of the grant date, if the termination due to death or disability occurs after the first anniversary of the grant date, and the denominator of which was 365 for ~~2018.~~

2021.

The stock option agreements provide that all then outstanding options (whether vested or unvested) will be cancelled in exchange for a cash payment if we experience a ~~"change~~“change in ~~control" (as~~control” (as defined in the Omnibus Incentive Plan), unless the board of directors reasonably determines in good faith that options with substantially equivalent or better terms are substituted for the existing options. Upon a change in control, all RSUs will ~~become vested.~~vest. For stock option and RSU awards granted April 23, 2018 and later, no cancellation, acceleration of vesting or other payment shall occur with respect to any RSU in connection with a change in control occurring prior to the third anniversary of the grant date, if the administrator reasonably determines prior to the change in control that the executive shall receive an ~~"alternative award"~~“alternative award” meeting the requirements of the plan; provided, however, that if within two years following a change in control, the ~~executive's~~executive’s employment is involuntarily terminated (other than for cause) or the executive resigns with good reason, at a time when any portion of the alternative award is unvested, the unvested portion of such alternative award shall immediately vest in full and such executive shall be provided with either cash or marketable stock equal to the fair market value of the stock subject to the alternative award on the date of termination. Notwithstanding the plan terms, certain legacy RSU grant agreements provide for accelerated vesting on a change in control occurring prior to vesting.

Mr. Varty's equity awards (granted in connection with his employment agreement and any other awards granted to Mr. Varty under the Omnibus Incentive Plan) will also vest if he is terminated without cause or resigns for good reason, within 24 months following the signing of a definitive agreement, which if consummated, would result in a change in control.

The Compensation Committee also has the discretion to accelerate the vesting of options and RSUs at any time.

Payment Upon Retirement, Death, Disability, Qualifying Termination, or Change in Control as of December 31, ~~2018~~

2021

The following table sets forth information regarding the value of payments and other benefits payable by us to each of the NEOs employed by us as of December 31, ~~2018~~2021 in the event of retirement, death, disability, qualifying termination (a termination which qualifies an NEO for severance payments under his employment agreement or offer letter or our general severance policy) or change in control. Except as otherwise noted below, the amounts shown assume termination or change in control effective as of December 31, ~~2018~~2021 and a fair market value of our common stock on December 31, ~~2018~~2021 of ~~$36.74~~$45.23 per share.

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~~Table of Contents~~

2022 ANNUAL
PROXY STATEMENT

EXECUTIVE COMPENSATION TABLES

Potential Payments Upon Retirement, Death, Disability, Qualifying Termination or Change in Control ~~(2018)~~(2021)

Named Executive Officer	Event	Base Salary and Target Bonus ($)(1)		Payment of Current Year Bonus ($)(2)		Acceleration of Vesting of Stock Options ($)(3)		Acceleration of Vesting of RSUs/ PSUs ($)(4)		Health & Welfare ($)(5)		Total Payments ($)
Brett T. Ponton	Retirement		—		780,000		—		—		—		780,000
	Death		—		780,000		67,310		1,082,321		—		1,929,631
	Disability		—		780,000		67,310		1,082,321		—		1,929,631
	Qualifying Termination		1,950,000		780,000		—		—		—		2,730,000
	Change in Control		3,900,000		780,000		67,310		2,717,554		—		7,464,864
Robert J. Riesbeck	Retirement		—		442,000		—		—		—		442,000
	Death		—		442,000		0		262,052		—		704,052
	Disability		—		442,000		0		262,052		—		704,052
	Qualifying Termination		1,202,500		442,000		—		—		—		1,644,500
	Change in Control		2,405,000		442,000		0		1,046,939		18,934		3,912,873
David M. Dart	Retirement		—		194,400		—		—		—		194,400
	Death		—		194,400		93,145		325,290		—		612,835
	Disability		—		194,400		93,145		325,290		—		612,835
	Qualifying Termination		648,000		194,400		—		—		—		842,400
	Change in Control		1,296,000		194,400		93,145		727,027		26,746		2,337,318
Deidre Richardson	Retirement		—		138,297		—		—		—		138,297
	Death		—		138,297		—		43,504		—		181,801
	Disability		—		138,297		—		43,504		—		181,801
	Qualifying Termination		656,000		138,297		—		—		—		794,297
	Change in Control		1,312,000		138,297		—		275,360		9,219		1,734,876
Anthony D. DiLucente	(6)
Dion Persson	Retirement		—		250,000		—		—		—		—
	Death		—		250,000		196,632		402,997		—		849,629
	Disability		—		250,000		196,632		402,997		—		849,629
	Qualifying Termination		720,000		250,000		—		—				970,000
	Change in Control		1,440,000		250,000		196,632		909,259		21,627		2,817,518
Kim Scott	(7)

Named Executive Officer
Event Base Salary
and Target
Bonus
($)(1) Payment of
Current
Year
Bonus
($) Acceleration
of Vesting
of Stock
Options
($)(2) Acceleration
of Vesting of
RSUs/Performance
RSUs/PSUs ($)(2) Health &
Welfare
($)(3) Total
Payments
($)
Nikhil M. Varty
Retirement — 890,000 — — — 890,000
Death — 1,000,000 908,283 502,196 — 2,410,479
Disability — 890,000 908,283 502,196 — 2,300,479
Qualifying Termination 4,000,000 890,000 — — 65,091 4,955,091
Change in Control 4,000,000 890,000 908,283 1,734,716 — 7,532,999
Anthony D. DiLucente
Retirement — 419,123 — — — 419,123
Death — 362,250 360,786 242,013 — 965,049
Disability — 419,123 360,786 242,013 — 1,021,922
Qualifying Termination 879,750 419,123 — — 1,298,873
Change in Control 1,759,500 419,123 360,786 687,001 — 3,226,410
Dion Persson
Retirement — 300,375 — — — 300,375
Death — 270,000 0 108,989 — 378,989
Disability — 300,375 0 108,989 — 409,364
Qualifying Termination 720,000 300,375 — — — 1,020,375
Change in Control 1,440,000 300,375 0 634,390 — 2,374,765
Matthew J. Stevenson
Retirement — 305,663 — — — 305,663
Death — 292,500 0 139,069 — 431,569
Disability — 305,663 0 139,069 — 444,732
Qualifying Termination 742,500 305,663 — — — 1,048,163
Change in Control 1,485,000 305,663 0 649,673 — 2,440,336
Mary Kay Wegner
Retirement — 288,405 — — — 288,405
Death — 276,250 459,744 84,874 — 820,868
Disability — 288,405 459,744 84,874 — 833,023
Qualifying Termination 701,250 288,405 — — — 989,655
Change in Control 1,402,500 288,405 459,744 347,524 — 2,498,173
Rexford J. Tibbens
(4) (4) (4) (4) (4) (4) (4)

(1)

~~(1)~~: Calculations are based upon the terms previously discussed under Severance Benefits for NEOs.

(2)

The payment of the annual bonus for 2021 was accelerated to December 30, 2021 as part of the 280(g) tax mitigation strategy.

(3)

~~(2)~~

As noted above in the sections entitled Omnibus Incentive Plan, upon death or disability, all or portions of unvested stock options and RSUs become vested and exercisable. For RSUs, a prorated number of units will vest based on the length of service to the date of death or disability divided by the full number of days in the performance period. Beginning with awards granted in July 2018 and going forward, the Company implemented a ~~"double trigger"~~“double trigger” acceleration of stock options and RSUs in the event of a change in control. The values in the table were based on a value of ~~$36.74~~$45.23 per share at December 31, ~~2018~~2021 and option exercise prices of ~~$26.01, $26.81, $28.56~~$36.35; $37.07; $40.04; $40.67; and ~~$37.07,~~$45.96, as applicable. ~~The price per share in thes footnote has been adjusted to give effect to the spin-off of Frontdoor.~~

(4)

~~(3)~~

Represents the amount to be paid for continuation of benefits coverage, based on the coverage carried on December 31, ~~2018.~~2021. No agreements include the payment of continued benefits coverage.

(5)

The Merger Agreement with Rentokil provides for the payment of up to 18 months of COBRA plus two percent upon termination resulting from the change in control.

(6)

~~(4)~~

Mr. ~~Tibbens left~~DiLucente retired from the Company as of March 31, 2021.

(7)

Ms. Scott resigned from the Company on September 30, ~~2018 in conjunction with the spin-off of AHS, therefore, there is no termination data to report effective December 31, 2018.~~2021.

50TERMINIX

TABLE OF CONTENTS

~~Table of Contents~~

EXECUTIVE COMPENSATION TABLES

2022 ANNUAL
PROXY STATEMENT

CEO Pay Ratio

To determine the CEO pay ratio, we ~~included our global population as of December 31, 2018. We~~utilized the same median teammate used ~~actual compensation data from~~to determine the ~~Company's human resource systems for employees~~CEO pay ratio disclosed in the United States and target compensation for employees outside the United States. We annualized pay for employees, including part-time employees, who commenced work in 2018. Pay for part-time employees who commenced work in 2018 was annualized only to the extent of the part-time hours they would have worked during 2018. We determined our median employee based on this data.Company’s 2021 proxy statement as permitted under SEC regulations. We calculated the median ~~base~~ salary and determined that ~~person's~~person’s total compensation was ~~$47,907~~$53,776 in ~~2018.~~2021. Our ~~CEO's annual~~CEO’s compensation for ~~2018~~2021 was ~~$5,526,809,~~$4,998,107, including the grant date value of his target equity awards. As a result, the ratio of CEO pay to median ~~employee~~teammate pay for ~~2018~~2021 was ~~115:~~93:1.

The ~~SEC's~~CEO pay ratio ~~disclosure rules permit~~disclosed in the ~~use~~2021 proxy statement was 106:1. The decrease in the ratio is attributable to an increase in the compensation of ~~estimates, assumptions~~the median employee and ~~adjustments, and~~a decrease in the ~~SEC has acknowledged~~CEO’s compensation. The CEO’s compensation utilized to calculate the ratio in the 2021 proxy statement was an annualized number as the CEO was hired in September 2020. The CEO’s compensation in the 2021 proxy statement also included a sign-on bonus of $520,000 that ~~pay ratio disclosures may involve a degree of imprecision.~~ is not included in the 2022 proxy statement.

The resulting pay ratio asis calculated in a manner consistent with SEC rules and we believe it constitutes a reasonable estimate. However, as contemplated by SEC rules, we relied on methods and assumptions that we determined to be appropriate for calculating the pay ratio at ~~ServiceMaster.~~Terminix. Other companies will use methods and assumptions that differ from the ones we chose but are appropriate for their circumstances. It may therefore be difficult, for this and other reasons, to compare our reported pay ratio to pay ratios reported by other companies.

Equity Compensation Plan Information

The following table contains information, as of December 31, ~~2018,~~2021, about the amount of our common shares to be issued upon the exercise of outstanding options, RSUs and DSEs granted under the ~~MSIP~~old Management Stock Incentive Plan (“MSIP”) and the Omnibus Incentive Plan.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)		Weighted Average Exercise Price of Outstanding Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column)(2)
Equity compensation plans approved by stockholders		1,937,987		39.24		5,446,158
Equity compensation plans not approved by stockholders		—		—		—
Total		1,937,987		39.24		5,446,158

Plan Category
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights(1) Weighted Average
Exercise Price
of Outstanding
Options Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in first column)(2)
Equity compensation plans approved by stockholders
1,882,794 $ 29.34 6,661,265
Equity compensation plans not approved by stockholders
— — —

Total
1,882,794 $ 29.34 6,661,265

(1)

~~(1)~~: The figures in this column reflect ~~1,342,843~~ stock options, ~~526,744~~PSUs, RSUs and ~~13,207~~ DSEs granted to directors, executives, officers and ~~employees~~teammates pursuant to the MSIP and Omnibus Incentive Plan.

(2)

~~(2)~~

Includes ~~5,817,681 and 843,584~~any shares that can be issued under the Omnibus Incentive Plan and the ~~ESPP, respectively.~~ESPP.

TERMINIX51

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TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March ~~7, 2019~~31, 2022 with respect to the ownership of our common stock by:

•

each person known to own beneficially more than five percent of our common stock;

•

each of our directors;

•

each of our NEOs; and

•

all of our current executive officers and directors as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a ~~"beneficial owner"~~“beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such ~~person's~~person’s ownership percentage, but not for purposes of computing any other ~~person's~~person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Percentage computations are based on ~~136,057,181~~121,493,685 shares of our common stock outstanding as of March ~~7, 2019.~~

31, 2022.

Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. Addresses for the beneficial owners are set forth in the footnotes to the ~~table.~~

table

Name of Beneficial Owner	Shares Beneficially Owned		Percent
T. Rowe Price Associates, Inc.(1)		13,390,372		11.0
Janus Henderson Group plc(2)		12,397,702		10.2
Morgan Stanley(3)		11,096,973		9.1
The Vanguard Group(4)		10,828,509		8.9
Naren K. Gursahaney(5)(6)		142,865		*
Deborah H. Caplan(5)(6)		11,126		*
David J. Frear(5)(6)		3,483		*
Laurie Ann Goldman(5)(6)		16,537		*
Steven B. Hochhauser(5)(6)		14,517		*
Teresa M. Sebastian		2,397		*
Stephen J. Sedita(5)(6)		27,047		*
Chris S. Terrill		2,397		*
Brett T. Ponton(5)(7)		34,371		*
Robert J. Riesbeck		16,290		*
David M. Dart		31,177		*
Deidre Richardson		—
Anthony D. DiLucente		—
Dion Persson(5)(7)		81,976		*
Kim Scott		—
All current directors and executive officers as a group (12 persons)(7)		302,207		*

Name of Beneficial Owner
Shares
Beneficially
Owned Percent
T. Rowe Price Associates, Inc.(1)
17,255,484 12.7
Janus Henderson Group plc(2)
15,378,109 11.3
Eaton Vance Management(3)
12,733,355 9.4
The Vanguard Group(4)
11,859,575 8.7
The Growth Fund of America(5)
7,572,514 5.6
Mark E. Tomkins(6)(7)
17,398 *
John B. Corness(6)(7)
8,296 *
Laurie Ann Goldman(6)(7)
7,299 *
Naren K. Gursahaney(6)(7)
6,452 *
Steven B. Hochhauser(6)(7)
3,279 *
Stephen J. Sedita(6)(7)
16,809 *
Nikhil M. Varty(6)(8)
125,847 *
Anthony D. DiLucente (6)(8)
47,512 *
Dion Persson(6)(8)
15,936 *
Matthew J. Stevenson(6)(8)
10,396 *
Mary Kay Wegner(6)(8)
53,192 *
All current directors and executive officers as a group (14 persons)(8)
310,514 *

*: Less than one percent.

52TERMINIX

TABLE OF CONTENTS

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

2022 ANNUAL
PROXY STATEMENT

(1)

~~(1)~~

Based on information obtained from a Schedule 13G/A filed with the SEC by T. Rowe Price Associates, Inc. ("(“Price ~~Associates"~~Associates”). Price Associates does not serve as custodian of the assets of any of its clients; accordingly, in each instance only the client or the ~~client's~~client’s custodian or trustee bank has the right to receive dividends paid with respect to, and proceeds from the sale of, such

~~Table of Contents~~

securities. The ultimate power to direct the receipt of dividends paid with respect to, and the proceeds from the sale of, such securities, is vested in the individual and institutional clients which Price Associates serves as investment adviser. Any and all discretionary authority which has been delegated to Price Associates may be revoked in whole or in part at any time.

Except as may be indicated if this is a joint filing with one of the registered investment companies sponsored by Price Associates which it also serves as investment adviser ("(“T. Rowe Price ~~Funds"~~Funds”), not more than five percent of the class of such securities is owned by any one client subject to the investment advice of Price Associates. With respect to securities owned by any one of the T. Rowe Price Funds, only the custodian for each of such Funds, has the right to receive dividends paid with respect to, and proceeds from the sale of, such securities. No other person is known to have such right, except that the shareholders of each such Fund participate proportionately in any dividends and distributions so paid.

T. Rowe Price Associates, Inc. is a Maryland corporation. The principal business address of T. Rowe Price Associates, Inc. is 100 E. Pratt Street, Baltimore, MD 21202.

(2)

Based on information obtained from a Schedule 13G/A filed with the SEC by Janus Henderson Group plc ("(“Janus ~~Henderson"~~Henderson”). Janus Henderson has ~~a direct 97.11~~an indirect 97 percent ownership stake in Intech Investment Management LLC ~~("Intech"~~(“Intech”) and a direct 100 percent ownership stake in Janus ~~Capital Management~~Henderson Investors U.S. LLC ~~("Janus Capital"), Janus Capital International Limited ("JCIL"), Perkins Investment Management LLC ("Perkins"), Geneva Capital Management LLC ("Geneva"~~(“JHIUS”), Henderson Global Investors Limited ~~("HGIL"~~(“HGIL”) and Janus Henderson Investors Australia Institutional Funds Management Limited ~~("JHGIAIFML"~~(“JHGIAIFML”) (each an ~~"Asset Manager"~~“Asset Manager” and collectively as the ~~"Asset Managers"~~“Asset Managers”). Due to the above ownership structure, holdings for the Asset Managers are aggregated. Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as ~~"Managed Portfolios"~~“Managed Portfolios”).

As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, ~~Janus Capital~~JHIUS may be deemed to be the beneficial owner of ~~14,808,945~~12,349,350 shares of ~~ServiceMaster~~Terminix common stock held by such Managed Portfolios. However, Janus Capital does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JCIL may be deemed to be the beneficial owner of 191,189 shares of ServiceMaster common stock held by such Managed Portfolios. However, JCIL does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, Intech may be deemed to be the beneficial owner of 377,975 shares of ServiceMaster common stock held by such Managed Portfolios. However, Intech does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights.

Janus Henderson Group plc is a Jersey, Channel Islands company with an address of 201 Bishopsgate EC2M 3AE, United Kingdom.

(3)

Based on information obtained from a Schedule ~~13G~~13G/A filed with the SEC by Morgan Stanley, Boston Management and Research, and Eaton Vance ~~Management. The address of~~Atlanta Capital SMID-Cap Fund. Morgan Stanley is deemed to have shared voting and dispositive power over 11,096,973 Terminix shares; Boston Management and Research is deemed to have shared voting and dispositive power over 7,157,107 Terminix share; and Eaton Vance Atlanta Capital SMID-Cap Fund is deemed to have shared voting and dispositive power over 6,904,969 Terminix shares.

Morgan Stanley is a Delaware entity with principal business office at 1585 Broadway, New York, NY 10036. Boston Management and Research is a Massachusetts entity with its principal business office at 2 International Place, Boston, MA 02110. Easton Vance Atlanta Capital SMID-Cap Fund is a Massachusetts entity with its principal business office at 2 International Place, Boston, MA 02110.

(4)

~~(4)~~

Based on information obtained from a Schedule 13G/A filed with the SEC by The Vanguard Group. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 61,168 shares of the common stock of the Company as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 29,141 shares of the common stock of the Company as a result of its serving as investment manager of Australian investment offerings. The Vanguard Group is a Pennsylvania corporation with an address of 100 Vanguard Blvd., Malvern, PA 19355.

(5)

~~Table of Contents~~

~~(5)~~: Based on information obtained from a Schedule 13G filed with the SEC by The Growth Fund of America. The Growth Fund of America is an investment company, which is advised by Capital Research and Management Company ("CRMC"), is the beneficial owner of 7,572,514 shares of ServiceMaster common stock. CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital World Investors and Capital International Investors. These divisions generally function separately from each other with respect to investment research activities and they make investment decisions and proxy voting decisions for the investment companies on a separate basis. The address of The Growth Fund of America is 6455 Irvine Center Drive, Irvine, CA 92618.
~~(6)~~: The business address for these persons is c/o ~~ServiceMaster~~Terminix Global Holdings, Inc., 150 Peabody Place, Memphis, Tennessee 38103.

(6)

~~(7)~~

Includes DSEs granted to the directors for board service as follows: Messrs. ~~Corness,~~Frear (3,483), Gursahaney (8,207), Hochhauser (12,017) and Sedita ~~3,476 DSEs; and~~(2,674). Mr. ~~Hochhauser, 2,779 DSEs. Mr. Sedita's~~Sedita’s DSEs will settle on ~~April 24, 2019,~~May 17, 2022, and DSEs for the other directors will settle 30 days after their departure from the board of directors. Also includes shares which Mr. Gursahaney has the right to acquire prior to May 30, 2022 through the exercise of stock options of 104,249 shares. The shares reflected in the table for the directors include 1,250 shares owned by Mr. Hochhauser’s spouse, 1,250 shares held in a trust of which Mr. Hochhauser’s spouse is the beneficiary, 2,397 shares held in a trust of which Ms. Sebastian is the beneficiary and 24,373 shares held in a GRAT established by Mr. Sedita in which he and his three children are the beneficiaries. Each director has represented to the Company that none of the securities owned by him or her have been pledged.

(7)

~~(8)~~

Includes shares which the ~~current executive officers~~NEOs have the right to acquire prior to May ~~6, 2019~~30, 2022 through the exercise of stock options or vesting of RSUs as follows: ~~Mr. Varty, 73,377~~Messrs. Ponton, 27,348 shares; ~~Mr. DiLucente, 31,766~~Riesbeck, 7,168 shares; Dart, 22,104 shares; and Mr. Persson, ~~9,339 shares; Mr. Stevenson, 8,313 shares; and Ms. Wegner, 41,565~~66,634 shares. All current executive officers as a group have the right to acquire ~~171,624~~56,620 shares prior to May ~~6, 2019~~30, 2022 through the exercise of stock options or vesting of RSUs. Each executive officer has represented to the Company that none of the securities owned by him or her have been pledged.

~~SECTION~~Delinquent Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~
Reports

Section 16(a) of the Exchange Act requires ~~the Company's~~our directors and executive officers, and persons who own more than ~~10 percent~~10% of ~~the Company's common stock,~~a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in beneficial ownership of ~~common stock and other~~such equity securities of Terminix. With the ~~Company and~~exception of a report of a transaction for Mr. Dart, which was filed late due to ~~furnish such reports~~an administrative errors, to ~~the Company. To the Company's~~Terminix’s knowledge, based ~~solely on a review of~~upon the ~~copies of such~~ reports ~~furnished to the Company~~filed and written representations ~~that no other~~regarding reports ~~were~~ required during the fiscal year ended December 31, ~~2018, all~~2021, no executive officer or director of Terminix failed to file reports required by Section 16(a) ~~filing requirements applicable to directors, executive officers and greater than 10 percent beneficial owners were complied with by such persons, except that Mr. Stevenson inadvertently filed~~on a ~~Form 4 one day late in 2018 due to the demands of his business travel schedule.~~

timely basis.

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TABLE OF CONTENTS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

~~Policies and Procedures for Related Person Transactions~~POLICIES AND PROCEDURES FOR RELATED PERSON TRANSACTIONS

Our board of directors has approved written policies and procedures with respect to the review and approval of certain transactions between us and a ~~"Related~~“Related Person,"” or a ~~"Related~~“Related Person Transaction,"” which we refer to as our ~~"Related~~“Related Person Transaction Policy."” Pursuant to the terms of the Related Person Transaction Policy, the board of directors must review and decide whether to approve or ratify any Related Person Transaction. Any Related Person Transaction is required to be reported to our legal department, and the legal department will then determine whether it should be submitted to our Audit Committee for consideration.

~~Table of Contents~~

For the purposes of the Related Person Transaction Policy, a ~~"Related~~“Related Person ~~Transaction"~~Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000 and in which any Related Person had, has or will have a direct or indirect interest.

A ~~"Related~~“Related Person,"” as defined in the Related Person Transaction Policy, means any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of ~~ServiceMaster~~Terminix or a nominee to become a director of ~~ServiceMaster;~~Terminix; any person who is known to be the beneficial owner of more than five percent of our common stock; any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of the director, executive officer, nominee or more than five percent beneficial owner, and any person (other than a tenant or ~~employee)~~teammate) sharing the household of such director, executive officer, nominee or more than five percent beneficial owner; and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership interest of 10 percent or more.

From March until May 2018, Mr. Hochhauser served as interim president of AHS prior to its spin-off and received payments totaling $250,000 for such service. The Board determined, after considering all of the relevant facts and circumstances, that Mr. Hochhauser was independent as defined under NYSE listing standards. Other than Mr. Hochhauser's payment for serving as interim president of AHS,

During 2021, there were no related-party or conflicts of interest transactions between the Company and any of our ~~independent~~executive officers, directors or five percent stockholders that require disclosure under SEC rules.

~~Indemnification Agreements~~INDEMNIFICATION AGREEMENTS

We have entered into indemnification agreements with each of our directors. The indemnification agreements provide our directors with contractual rights to indemnification and expense advancement rights.

54TERMINIX

~~Table of Contents~~

TABLE OF CONTENTS

REPORT OF THE AUDIT COMMITTEE

The principal purpose of the Audit Committee is to assist the board of directors in its general oversight of our accounting practices, system of internal controls, audit processes and financial reporting processes. The Audit Committee is responsible for the appointment, retention, termination, compensation, evaluation and oversight of our independent registered public accounting firm. The Audit ~~Committee's~~Committee’s function is more fully described in its charter, and a description of its oversight responsibilities is set forth below in Proposal 3.

Our management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in accordance with generally accepted accounting principles and for establishing and maintaining adequate internal controls over financial reporting. Deloitte, our independent registered public accounting firm for ~~2018,~~2021, was responsible for performing an independent audit of our consolidated financial statements and internal control over financial reporting in accordance with standards of the Public Company Accounting Oversight Board (United States) (the ~~"PCAOB"~~“PCAOB”) and to issue a report as a result of such audits. The Audit Committee serves as a focal point for communication among the board of directors and its committees, the independent registered public accounting firm, management and our internal audit function, as the respective duties of such groups, or their constituent members, relate to our financial accounting and reporting and to its internal controls.

The Audit Committee has reviewed and discussed our audited financial statements for the year ended December 31, ~~2018~~2021 with management and with Deloitte. These audited financial statements are included in our Annual Report on Form 10-K for the year ended December 31, ~~2018.~~

2021.

The Audit Committee has also discussed with Deloitte the matters required to be discussed by Auditing Standard No. ~~16 adopted by the PCAOB regarding "~~1301 “Communications with Audit Committees."” issued by the PCAOB. The Audit Committee also reviewed and discussed with management, the internal auditors and the independent registered public accounting firm, ~~management's~~management’s report, and the independent registered public accounting ~~firm's~~firm’s attestation, on internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

The Audit Committee also has received and reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the PCAOB regarding ~~Deloitte's~~Deloitte’s communications with the Audit Committee concerning independence and has discussed with Deloitte its independence from us.

The board of directors has determined that the following members of the Audit Committee are audit committee financial experts as defined in Item 407(d)(5)(ii) of Regulation S-K: David J. Frear, Naren K. Gursahaney, Stephen J. Sedita and Chris S. Terrill. The board of director has also determined each member of the Audit Committee meets the independence and financial literacy requirements for audit committee members set forth under the listing standards of the NYSE and our independence standards.

Based on the review and discussions described above, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, ~~2018~~2021 for filing with the SEC.

~~The Audit Committee~~David J. Frear (Chair)

~~Mark E. Tomkins (Chair)~~
~~John B. Corness~~
~~Laurie Ann Goldman~~
Naren K. Gursahaney
~~Steven B. Hochhauser~~
Stephen J. Sedita

Chris S. Terrill

This Report of the Audit Committee is required by the SEC and, in accordance with the ~~SEC's~~SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed ~~"soliciting material"~~“soliciting material” or ~~"filed"~~“filed” under either the Securities Act or the Exchange Act.

TERMINIX

~~Table of Contents~~

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF DIRECTORS

The following individuals, all of whom are currently serving on our board of directors, are nominated for election this year as Class II ~~directors:~~

•: directors for a three-year term ending in 2025:

Laurie Ann Goldman

Steven B. Hochhauser

Chris S. Terrill

~~Laurie Ann Goldman~~The following individual, who is currently serving on our board of directors, is nominated for election this year as Class III director for a one-year term ending in 2023:

Teresa M. Sebastian

•

~~Steven B. Hochhauser~~

•

~~Nikhil M. Varty~~

If elected, Ms. Goldman and Messrs. Hochhauser and Terrill will each ~~of these individuals will~~ serve as a Class II director until the ~~2022~~2025 Annual Meeting of Stockholders, and Ms. Sebastian will serve as a Class III director until the 2023 Annual Meeting of Stockholders, at which time she may (subject to the Nominating and Corporate Governance Committee’s evaluation) be nominated for an additional three-year term with the other Class III directors. Ms. Sebastian was appointed to the board in July 2021 and is standing for election this year as this is the first opportunity stockholders have to vote on her candidacy; Mr. Terrill also joined the board in July 2021 and slated for election by the stockholders this year as he was designated as a Class II director at the time he was appointed to the board. Each of the nominees will serve and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. In the event that any nominee for any reason is unable to serve, or for good cause will not serve, the proxies will be voted for such substitute nominee as our board of directors may determine. We are not aware of any nominee who will be unable to serve, or for good cause will not serve, as a ~~Class II~~ director.

The relevant experiences, qualifications, attributes or skills of each nominee that led our board of directors to recommend the above persons as a nominee for director are described above in the section entitled ~~"The~~“The Board of Directors and Corporate Governance."

”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE.

56TERMINIX

TABLE OF ~~DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE CLASS II NOMINEES LISTED ABOVE.~~

CONTENTS

PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and in accordance with Section 14A of the Exchange Act, the ~~Company's~~Company’s stockholders are entitled to approve, on an advisory basis, the compensation of our NEOs. This non-binding advisory vote, commonly known as a ~~"Say-on-Pay"~~“Say-on-Pay” vote, gives our stockholders the opportunity to express their views on our ~~NEOs'~~NEOs’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. At the ~~2018~~2021 Annual Meeting, 96 percent of voting stockholders approved the ~~2018~~2021 Say-on-Pay vote and at the ~~2015~~2021 Annual Meeting approved the advisory vote on the frequency of Say-on-Pay vote for every year. As such, we expect to present a Say-on-Pay vote to stockholders each year.

As described in the ~~"Compensation~~“Compensation Discussion and ~~Analysis"~~Analysis” section of this proxy statement (the ~~"CD&A"~~“CD&A”), the Compensation Committee is tasked with the implementation of our executive compensation philosophy, and the core of that philosophy has been, and continues to be, to pay our executives based on our performance. In particular, the Compensation Committee strives to (i) attract and retain highly motivated, qualified and experienced executives, (ii) focus the attention of the NEOs on the strategic, operational and financial performance of the Company and (iii) encourage the NEOs to meet long-term performance objectives and increase stockholder value. To do so, the Compensation Committee uses a combination of near- and long-term incentive compensation to motivate and reward executives who have the ability to significantly influence our long-term financial success and who are responsible for effectively managing our operations in a way that maximizes stockholder value. It is always the intention of the Compensation Committee that our executive officers be compensated competitively with the market and consistently with our business strategy, sound corporate governance principles and stockholder interests and concerns. We believe our compensation program is effective, appropriate and strongly aligned with the long-term interests of our stockholders and that the total compensation package provided to our NEOs are reasonable and not excessive.

~~Table of Contents~~

For these reasons, the board of directors is asking stockholders to vote ~~"FOR"~~“FOR” the following resolution:

“RESOLVED, that the compensation paid to the ~~Company's~~Company’s NEOs, as disclosed pursuant to the rules of the SEC, including the CD&A, compensation tables and narrative discussion, is hereby APPROVED."

”

As you consider this Proposal 2, we urge you to read the CD&A section of this proxy statement for additional details on executive compensation, including the more detailed information about our compensation philosophy and objectives and the past compensation of our NEOs, and to review the tabular disclosures regarding NEO compensation together with the accompanying narrative disclosures in the ~~"Executive Compensation"~~“Executive Compensation” section of this proxy statement.

As an advisory vote, Proposal 2 is not binding on our board of directors or the Compensation Committee, will not overrule any decisions made by our board of directors or the Compensation Committee or require our board of directors or the Compensation Committee to take any specific action. Although the vote is non-binding, our board of directors and the Compensation Committee value the opinions of our stockholders and will carefully consider the outcome of the vote when making future compensation decisions for our NEOs.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” NON-BINDING ADVISORY APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT.

TERMINIX57

TABLE OF ~~DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" NON-BINDING ADVISORY APPROVAL OF EXECUTIVE COMPENSATION AS DISCLOSED IN THIS PROXY STATEMENT.~~

CONTENTS

PROPOSAL 3: RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the board of directors has selected Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019~~2022 and recommends that the stockholders vote for ratification of such selection. Prior to appointing Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, ~~2019,~~2022, the Audit Committee reviewed the performance of Deloitte and made inquiries of management regarding ~~Deloitte's~~Deloitte’s performance. The Audit Committee has sole and direct responsibility for the appointment, retention, termination, compensation, evaluation and oversight of the work of any independent registered public accounting firm engaged by the Company. In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Deloitte for ~~2019; however, the Audit Committee~~2022 and will consider the outcome of the vote when making appointments of our independent registered public accounting firm in future years. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the ~~Company's~~Company’s and the ~~stockholders'~~stockholders’ best interests.

Representatives of Deloitte are expected to be present at the Annual Meeting and will have an opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from those attending the meeting.

~~Evaluation and Oversight Responsibilities~~EVALUATION AND OVERSIGHT RESPONSIBILITIES

The Audit Committee evaluates the selection of the independent registered public accounting firm each year. In determining whether to reappoint Deloitte as our independent registered public accounting firm, the Audit Committee considers a number of factors, including:

•

~~Deloitte's~~Deloitte’s historical and recent performance on the ~~Company's~~Company’s audit;

•

the quality and efficiency of the services provided by Deloitte;

•

~~Table of Contents~~

•: an assessment of the ~~firm's~~firm’s professional qualifications, resources and expertise;

•
•

~~Deloitte's~~Deloitte’s knowledge of the ~~Company's~~Company’s business and industry;

•

the quality of the Audit ~~Committee's~~Committee’s ongoing communications with Deloitte and of the ~~firm's~~firm’s relationship with the Audit Committee and Company management;

•

the quality and efficiency of the services provided by Deloitte, including input from management on ~~Deloitte's~~Deloitte’s performance and how effectively Deloitte demonstrated its independent judgment, objectivity and professional skepticism;

•

~~Deloitte's~~Deloitte’s independence;

•

the appropriateness of ~~Deloitte's~~Deloitte’s fees;

•

the length of time the firm has served in this role; and

•

external data on audit quality and performance, including recent PCAOB reports on Deloitte and peer firms.

Considered together, these factors enable the Audit Committee to evaluate whether the selection of Deloitte as the ~~Company's~~Company’s independent registered public accounting firm, and the retention of Deloitte to perform other services, will contribute to, and enhance, audit quality. Based on its evaluation, the Audit Committee believes that the continued retention of Deloitte to serve as the ~~Company's~~Company’s independent registered public accounting firm is in the best interest of our stockholders.

~~Review and Assessment of Audit and Related Services~~REVIEW AND ASSESSMENT OF AUDIT AND RELATED SERVICES

The Audit Committee has sole and direct responsibility for assessing the overall value, both quality and cost, of the annual audit and related services provided by Deloitte. They actively monitor the engagement through all phases of the process, including approving audit fees and other related fees and assessing overall value delivered. Each year Deloitte makes a proposal of services

58TERMINIX


~~Filed by the Registrant~~ý
~~Filed by a Party other than the Registrant~~o
~~Check the appropriate box:~~
o		~~Preliminary Proxy Statement~~
o		~~Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~
ý		~~Definitive Proxy Statement~~
o		~~Definitive Additional Materials~~
o		~~Soliciting Material under §240.14a-12~~


~~SERVICEMASTER GLOBAL HOLDINGS, INC.~~
~~(Name of Registrant as Specified In Its Charter)~~

~~(Name of Person(s) Filing Proxy Statement, if other than the Registrant)~~
~~Payment of Filing Fee (Check the appropriate box):~~
ý	~~No fee required.~~
o	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~
	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
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	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
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	~~(4)~~	~~Date Filed:~~

Items of Business:		Board Recommendation	Page(s)
1	To elect the three Class II directors to serve until the 2025 Annual Meeting of Stockholders and one Class III director for a one-year term to serve until the 2023 Annual Meeting of Stockholders as named in the accompanying proxy statement.	FOR each director nominee	56
2	To hold a non-binding advisory vote approving executive compensation of our named executive officers.	FOR	57
3	To ratify the selection of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the year ending December 31, 2022.	FOR	58 – 59
To transact such other business as may properly come before the Annual Meeting of Stockholders or any reconvened meeting following any adjournment or postponement thereof.

	Phone			Internet
	Mail			In Person

	LOCATION
	The Peabody Memphis Hotel, 149 Union Avenue, Memphis, Tennessee 38103

Director	Audit	Compensation	Nominating & Corporate Governance	Environmental, Health & Safety

John B. Corness	X	X*	X	X
Laurie Ann Goldman	X	X	X	X
Naren K. Gursahaney	X	X	X*	X
Steven B. Hochhauser	X	X	X	X
Stephen J. Sedita	X	X	X	X*
Mark E. Tomkins	X*	X	X	X
Nikhil M. Varty(1)
Number of Meetings in 2018	9	6	3	4

Name of Director(1)				Stock Awards(3)						Total

Peter L. Cella	$	60,000		$	120,000					$	180,000
William C. Cobb	$	38,242		$	125,291					$	163,533
John B. Corness	$	100,000		$	120,000		$	25,000	(5)	$	245,000
Jerri L. DeVard(1)	$	20,000								$	20,000
Richard P. Fox	$	75,000		$	120,000					$	195,000
Naren K. Gursahaney	$	82,500		$	120,000		$	1,112		$	203,612
Laurie Ann Goldman	$	80,000		$	120,000					$	200,000
Steven B. Hochhauser	$	46,594		$	107,537		$	250,934	(6)	$	405,065
Mark E. Tomkins	$	142,500	(2)	$	220,000	(3)	$	844		$	363,344
Stephen J. Sedita	$	90,000		$	120,000					$	210,000

Name		Present Positions

Nikhil M. Varty	54	Chief Executive Officer & Director	2017
Anthony D. DiLucente	60	Senior Vice President & Chief Financial Officer	2017
Michael C. Bisignano	47	Senior Vice President, General Counsel & Secretary	2018
David M. Dart	49	Senior Vice President, Human Resources	2018
Pratip Dastidar	56	Senior Vice President & Chief Transformation Officer	2018
Dion Persson	58	Senior Vice President, Business Development	2018
Matthew J. Stevenson	41	President, Terminix Residential	2018
Mary Kay Wegner	51	President, ServiceMaster Brands	2013

Named Executive Officer

Nikhil M Varty	1,000,000	1,000,000	0	%
Anthony D. DiLucente(1)	500,000	517,500	3.5	%
Dion Persson(2)	400,000	450,000	12.5	%
Matthew J. Stevenson(3)	375,000	450,000	20.0	%
Mary Kay Wegner	425,000	425,000	0	%
Rexford J. Tibbens	(4)	(4)	(4)

NEO	Performance Measure	Adjusted EBITDA Threshold ($ in 000s)	Adjusted EBITDA Actual ($ in 000s)

Nikhil M. Varty	ServiceMaster Adjusted EBITDA	616,000	622,000
Anthony D. DiLucente	ServiceMaster Adjusted EBITDA	616,000	622,000
Dion Persson	ServiceMaster Adjusted EBITDA	616,000	622,000
Matthew J. Stevenson	Terminix Adjusted EBITDA	325,000	333,000
Mary Kay Wegner	ServiceMaster Brands Adjusted EBITDA	84,000	89,000
Rexford J. Tibbens	American Home Shield Adjusted EBITDA	(1)	(1)

NEO	Target Bonus as a % of Salary	Organizational Weighting	Performance Weighting					% of Target Performance for Threshold Payout	% Payout with Threshold Performance

Nikhil M. Varty	100%	100% ServiceMaster	40% ServiceMaster Adjusted EBITDA	616,043		653,529		94%	50%
Anthony D. DiLucente	70%		40% ServiceMaster Revenue	2,654,703		2,854,370		93%	50%
Dion Persson	60%		20% ServiceMaster Customer Count	(1)		(1)		25%	50%
			40% Terminix Adjusted EBITDA	325,029		345,230		94%	50%
Matthew J. Stevenson	65%	100% Terminix	40% Terminix Revenue	1,541,484		1,641,789		94%	50%
			20% Terminix Customer Count	59 bps	(2)	235 bps	(2)	98%	50%
			50% ServiceMaster Brands Adjusted EBITDA	84,185		84,185		100%	100%
Mary Kay Wegner	65%	100% ServiceMaster Brands	40% ServiceMaster Brands Revenue	212,256		231,941		92%	50%
			10% Merry Maids NPS	25 bps	(2)	100 bps	(2)	98%	50%
			40% American Home Shield Adjusted EBITDA	206,607		223,893		92%	50%
Rexford J. Tibbens(3)	100%	100% American Home Shield	40% American Home Shield Revenue	899,438		978,740		92%	50%
			20% American Home Shield Customer Count	214 bps	(2)	857 bps	(2)	92%	50%

Named Executive Officer

Nikhil M. Varty	49,951	100,756	19,981
Anthony D. DiLucente	11,302	22,796	4,521
Dion Persson	7,493	15,114	2,998
Matthew J. Stevenson	8,742	17,633	3,497
Mary Kay Wegner	7,493	15,114	2,998

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Option Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)(2)		All Other Compensation ($)(3)		Total ($)
Brett T. Ponton Chief Executive Officer		2021		975,000				2,218,167		950,629		780,000		74,311		4,998,107
Brett T. Ponton Chief Executive Officer		2020		288,068		805,822(4)		739,340		316,852		32,870		55,862		2,238,814
Robert J. Riesbeck Executive Vice President and Chief Financial Officer		2021		650,000				796,257		341,253		442,000		459,303		2,688,813
David M. Dart Senior Vice President, Human Resources		2021		405,000				332,567		142,513		194,400		11,701		1,086,180
Deidre Richardson Senior Vice President, General Counsel and Secretary		2021		200,341		62,500(5)		300,017				138,297		106,920		808,075
Anthony D. DiLucente Former Senior Vice President and Chief Financial Officer		2021		133,750										930,291		1,064,041
		2020		521,875				700,101		300,013		407,323		10,148		1,939,460
		2019		517,500				633,553		271,500		220,800		16,408		1,659,761
Dion Persson Former Senior Vice President and Interim General Counsel		2021		360,606				393,785		168,762		250,000		11,357		1,184,510
		2020		450,000		450,000(6)		420,061		180,014		301,050		10,148		1,811,273
		2019		450,000				420,060		180,008		143,100		9,973		1,203,141
Kim Scott Former Chief Operating Officer		2021		428,750				700,063		300,006				28,944		1,457,763
Kim Scott Former Chief Operating Officer		2020		525,000		341,250(7)		1,551,319		236,255		63,558		10,017		2,727,399

Named Executive Officer

Nikhil M. Varty	17,530	(3)(9)	66,276	338	9,625	43,000	136,769
Anthony D. DiLucente	226	(4)	—	338	9,625	147	10,336
Dion Persson	605	(5)	24,870	338	9,625	16,769	52,207
Matthew J. Stevenson	3,538	(6)	17,125	324	9,625	13,407	44,019
Mary Kay Wegner	2,538	(7)	—	338	9,625	1,530	14,031
Rexford J. Tibbens	12,164	(8)(9)	30,040	56	2,000	28,953	73,213



		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock (#)(2)(3)
													Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(8)
Named Executive Officer	Grant Date	Threshold ($)		Target ($)		Maximum ($)(1)							Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(8)
Nikhil M. Varty	N/A		500,000		1,000,000		6,220,000
	2/18/2018								47,216							1,750,038
	2/18/2018										145,459			37.07		1,750,002
Anthony D. DiLucente	N/A		181,125		362,250		6,220,000
	2/18/2018								12,141							450,018
	2/18/2018										37,405			37.07		450,016
Dion Persson	N/A		135,000		270,000		6,220,000
	2/18/2018								8,221	(5)						450,018
	2/18/2018										37,359			37.07		450,016
	10/23/2018								9,046							400,014
Matthew J. Stevenson	N/A		146,250		292,500		6,220,000
	2/18/2018								10,793							400,040
	2/18/2018										33,248			37.07		400,008
Mary Kay Wegner	N/A		138,125		276,250		6,220,000
	2/18/2018								7,308	(5)						400,040
	2/18/2018										33,248			37.07		400,008
Rexford J. Tibbens	N/A		N/A		300,000		6,220,000
	5/15/2018								16,369	(6)(7)						625,031
	5/15/2018										87,122	(6)		38.19		1,000,008
	5/15/2018								26,191	(6)						1,000,038
	5/15/2018										54,452	(6)(7)		38.19		625,014

	Option Awards				Stock Awards

Named Executive Officer	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(2)
Nikhil M. Varty		—		—		70,028		2,917,191
Anthony D. DiLucente		—		—		19,038		781,780
Dion Persson(3)		—		—		8,482		356,244
Matthew J. Stevenson		—		—		3,455		151,821
Mary Kay Wegner(3)		—		—		19,612		788,793
Rexford J. Tibbens		—		—		—		—

Named Executive Officer

Nikhil M. Varty	—	—	—		—	—
Anthony D. DiLucente	278,125	—	(14,595	)	—	538,766
Dion Persson	—	—	—		—	—
Matthew J. Stevenson	54,844	—	(2,600	)	—	63,936
Mary Kay Wegner	—	—	—		—	—
Rexford J. Tibbens	—	—	—		—	—

Named Executive Officer	Event

Nikhil M. Varty	Retirement	—	890,000	—	—	—	890,000
	Death	—	1,000,000	908,283	502,196	—	2,410,479
	Disability	—	890,000	908,283	502,196	—	2,300,479
	Qualifying Termination	4,000,000	890,000	—	—	65,091	4,955,091
	Change in Control	4,000,000	890,000	908,283	1,734,716	—	7,532,999
Anthony D. DiLucente	Retirement	—	419,123	—	—	—	419,123
	Death	—	362,250	360,786	242,013	—	965,049
	Disability	—	419,123	360,786	242,013	—	1,021,922
	Qualifying Termination	879,750	419,123	—	—		1,298,873
	Change in Control	1,759,500	419,123	360,786	687,001	—	3,226,410
Dion Persson	Retirement	—	300,375	—	—	—	300,375
	Death	—	270,000	0	108,989	—	378,989
	Disability	—	300,375	0	108,989	—	409,364
	Qualifying Termination	720,000	300,375	—	—	—	1,020,375
	Change in Control	1,440,000	300,375	0	634,390	—	2,374,765
Matthew J. Stevenson	Retirement	—	305,663	—	—	—	305,663
	Death	—	292,500	0	139,069	—	431,569
	Disability	—	305,663	0	139,069	—	444,732
	Qualifying Termination	742,500	305,663	—	—	—	1,048,163
	Change in Control	1,485,000	305,663	0	649,673	—	2,440,336
Mary Kay Wegner	Retirement	—	288,405	—	—	—	288,405
	Death	—	276,250	459,744	84,874	—	820,868
	Disability	—	288,405	459,744	84,874	—	833,023
	Qualifying Termination	701,250	288,405	—	—	—	989,655
	Change in Control	1,402,500	288,405	459,744	347,524	—	2,498,173
Rexford J. Tibbens	(4)	(4)	(4)	(4)	(4)	(4)	(4)

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)	Weighted Average Exercise Price of Outstanding Options	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in first column)(2)

Equity compensation plans approved by stockholders	1,882,794	$ 29.34	6,661,265
Equity compensation plans not approved by stockholders	—	—	—

Total	1,882,794	$ 29.34	6,661,265

Name of Beneficial Owner		Percent

T. Rowe Price Associates, Inc.(1)	17,255,484	12.7
Janus Henderson Group plc(2)	15,378,109	11.3
Eaton Vance Management(3)	12,733,355	9.4
The Vanguard Group(4)	11,859,575	8.7
The Growth Fund of America(5)	7,572,514	5.6
Mark E. Tomkins(6)(7)	17,398	*
John B. Corness(6)(7)	8,296	*
Laurie Ann Goldman(6)(7)	7,299	*
Naren K. Gursahaney(6)(7)	6,452	*
Steven B. Hochhauser(6)(7)	3,279	*
Stephen J. Sedita(6)(7)	16,809	*
Nikhil M. Varty(6)(8)	125,847	*
Anthony D. DiLucente (6)(8)	47,512	*
Dion Persson(6)(8)	15,936	*
Matthew J. Stevenson(6)(8)	10,396	*
Mary Kay Wegner(6)(8)	53,192	*
All current directors and executive officers as a group (14 persons)(8)	310,514	*

	2021			2020
Audit Fees(1)		$	2,365,000		$	2,589,000
Audit-Related Fees(2)		$	6,000		$	1,525,000
Tax Fees(3)		$	38,000		$	49,000
All Other Fees(4)		$	—		$	—

	2018		2017

Audit Fees(1)	$	2,732,700	$	3,030,500
Audit-Related Fees(2)	$	298,000	$	1,530,000
Tax Fees(3)	$	276,000	$	121,952
All Other Fees		—		—


		~~By Order~~ What are the proxy materials? The accompanying proxy is delivered and solicited on behalf of the board of directors of Terminix Global Holdings, Inc. in connection with the 2022 Annual Meeting of Stockholders to be held at The Peabody Memphis Hotel, located at 149 Union Avenue, Memphis, Tennessee 38103, on Monday, May 23, 2022, at 6:00 p.m., local time. We are first sending this proxy statement and the accompanying form of proxy to stockholders on or about April 8, 2022. As a stockholder, you are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares. The proxy materials include our proxy statement for the Annual Meeting, our 2021 annual report to stockholders, which includes our 2021 Form 10-K , and the ~~Board of Directors,~~

		~~Michael C. Bisignano~~
		~~Senior Vice President, General Counsel and Secretary~~

	Proposal 1:			The election of the three nominees as Class II directors for a term expiring at the 2025 Annual Meeting of Stockholders and one Class III director for a one-year term to serve until the 2023 Annual Meeting of Stockholders as named in the accompanying proxy statement.
	Proposal 2:			A non-binding advisory vote approving executive compensation for our named executive officers.
	Proposal 3:			The ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

	Proposal 1:			“FOR” each of the nominees named in this proxy statement.
	Proposal 2:			“FOR” the non-binding advisory vote approving executive compensation for our named executive officers.
	Proposal 3:			“FOR” the ratification of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2022.