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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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SERVICEMASTER GLOBAL HOLDINGS, INC.

860 Ridge Lake Blvd.150 Peabody Place
Memphis, TN 3812038103

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 201724, 2018

To Our Stockholders:

        NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ServiceMaster Global Holdings, Inc. will be held at the Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch,ServiceMaster's new Global Service Center, located at 7500 East Doubletree Ranch Road, Scottsdale, AZ 85258,150 Peabody Place, Memphis, TN 38103, on Tuesday, April 25, 2017,24, 2018, at 1:2:00 p.m., local time, (please note that the Phoenix metropolitan area does not observe Daylight Saving Time), for the following purposes:

1.

To elect the three Class IIII directors named in the accompanying proxy statement to serve until the 20202021 Annual Meeting of Stockholders.



2.

To hold a non-binding advisory vote approving executive compensation.



3.

To ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending December 31, 2017.2018.



4.

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.

        The foregoing items of business are more fully described in the proxy statement accompanying this notice.

        Only stockholders of record at the close of business on March 7, 20172018 are entitled to notice of, and to vote at, the Annual Meeting of Stockholders or any adjournment or postponement thereof. This notice and the accompanying proxy statement are first being mailed to stockholders on or about March 21, 2017.2018.

By Order of the Board of Directors,

James T. Lucke
Senior Vice President, General Counsel and Secretary

March 21, 20172018

Whether or not you plan to attend the annual meeting, please vote by Internet or telephone at your earliest convenience or complete, sign, date and return the proxy card so that your shares will be represented at the meeting. You may choose to attend the meeting and personally cast your votes even if you vote by Internet or telephone or fill out and return a proxy card by mail. If you choose to attend the meeting in person, you may revoke your proxy and personally cast your votes at the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 25, 2017:24, 2018:

The proxy statement and the 20162017 annual report are available at http://www.proxyvote.com.

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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 25, 201724, 2018

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SERVICEMASTER GLOBAL HOLDINGS, INC.

860 Ridge Lake Blvd.150 Peabody Place
Memphis, TN 3812038103

PROXY STATEMENT

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 Global Holdings, Inc., a Delaware corporation (referred to as "ServiceMaster," the "Company," "we," "us," or "our"), in connection with the Annual Meeting of Stockholders to be held at the Hyatt Regency Scottsdale Resort & Spa at Gainey Ranch,ServiceMaster's new Global Service Center, located at 7500 East Doubletree Ranch Road, Scottsdale, AZ 85258,150 Peabody Place, Memphis, TN 38103, on Tuesday, April 25, 2017,24, 2018, at 1:2:00 p.m., local time (please note that the Phoenix metropolitan area does not observe Daylight Saving Time).time. We are first sending this proxy statement and the accompanying form of proxy to stockholders on or about March 21, 2017.2018. 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 U.S. Securities and Exchange Commission ("SEC") rules and is designed to assist you in voting your shares. The proxy materials include our proxy statement for the Annual Meeting, our annual report to stockholders, which includes our Annual Report on Form 10-K for the year ended December 31, 2016,2017, and the proxy card or a voting instruction card for the Annual Meeting.

        All stockholders and beneficial owners may access the proxy materials at www.proxyvote.com as well as the Company's website—www.servicemaster.com. If you would like to receive a paper copy of our proxy materials, at no charge, please write to ServiceMaster Global Holdings, Inc., c/o Secretary, 860 Ridge Lake Blvd.,150 Peabody Place, Memphis, TN 38120.38103.

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:

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

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        At the discretion of the proxy holders, either FOR or AGAINST, any other matter or business that may properly come before the Annual Meeting.

        As of the date hereof, our board of directors 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, 2017.2018. At the close of business on that date, we had 134,404,265135,346,517 shares of common stock outstanding and entitled to be voted at the Annual Meeting held by 11 stockholders of record. 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 IIII 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

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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, 2017,2018, 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, 2017.2018. In the event of a negative vote on the ratification, the Audit Committee may reconsider its appointment of Deloitte for 2017;2018; 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. 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. A broker non-vote occurs when a broker or nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the broker or nominee does not have discretionary voting power and has not received instructions from the beneficial owner. 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 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.

What happens if 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, 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 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

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the certification of the stockholder vote and disclose the decision by filing a Form 8-K with the SEC.

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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 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, 2017,2018, the record date, such as their most recent account statement reflecting their stock ownership prior to March 7, 2017,2018, 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?

        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. Stockholders of record with shares registered directly in their names with Computershare will be able to vote using the telephone and Internet. 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 the Internet or by telephone, you do not need to send in a proxy card or voting instruction form. The deadline for Internet and telephone voting will be 11:59 p.m., Eastern Time, on April 24, 2017.23, 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 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"

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the ratification of Deloitte as the Company's independent registered public accounting firm for the year

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ending December 31, 2017.2018. 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 relating to our annual meeting of stockholders to be held in 2018,2019, the proposal or nomination must be received by us at our principal executive offices no later than November 21, 2017.2018. Stockholders wishing to bring a proposal or nominate a director at the annual meeting to be held in 20182019 (but not include it in our proxy materials) must provide written notice of such proposal to our Secretary at our principal executive offices between December 26, 20172018 and January 25, 20182019 and comply with the other provisions of our amended and restated by-laws.

Who pays for the cost of proxy preparation and solicitation?

        The accompanying proxy is solicited by our board of directors. We have also retained the firm of Georgeson to aid in the solicitation of brokers, banks, institutional and other stockholders 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, 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.

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THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Structure and Director Independence

        Our board of directors is currently composed of eight 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 three directors in Class I, twothree directors in Class II and threetwo directors in Class III. 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 and III end at the annual meetings in 2017, 2018, 2019 and 2019,2020, as indicated below.

        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. The board of directors is therefore asking you to elect the three nominees for director whose term expires at the Annual Meeting. JerriPeter L. DeVard, RobertCella, John B. Corness and Stephen J. Gillette and Mark E. Tomkins,Sedita, our Class IIII directors, have been nominated for reelection at the Annual Meeting. See "Proposal 1—Election of 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 office until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. During 2016, Ms. DeVard2017, Messrs. Cella, Gursahaney and Mr. CornessVarty were added as new members of the board of directors. John Krenicki, Jr. and David H. Wasserman, who each served as designees of Clayton, Dubilier & Rice, LLC ("CD&R"), served as members of the board of directors during a portion of 2016. Following the disposition by affiliates of the private equity funds managed by CD&R of the remaining shares of our common stock beneficially owned by them in a registered offering on November 5, 2015, CD&R was no longer entitled to designate nominees to serve as members of our board of directors. On February 13, 2017, Thomas C. Tiller, Jr. resigned as a member of the board of directors, on July 26, 2017, Robert J. Gillette resigned as a member of the board of directors and on February 15, 2017, PeterJanuary 9, 2018, Jerri L. Cella was addedDeVard resigned as a new member of the board of directors.

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        Set forth below is biographical information as well as background information relating to each nominee's and continuing director's business experience, qualifications, attributes and skills and 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 who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter. The respective age of each individual below is as of March 21, 2017.2018.

Nominees for Election to the Board of Directors in 20172018

Class III—DirectorsI—Nominees Whose Term Expires in 20202021

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Continuing Members of the Board of Directors

Class I—Nominees Whose Term Expires in 2018

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Class II—Nominees Whose Term Expires in 2019

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Class III—Directors Whose Term Expires in 2020

        On July 26, 2017, the Company announced that it intends to separate its American Home Shield business from the Company's Terminix and Franchise Services Group businesses by means of a spin-off of the American Home Shield business to Company stockholders, resulting in two publicly traded companies. The spin-off would create two independent companies, each with an enhanced strategic focus, simplified operating structure, distinct investment identity and strong financial profile. The transaction is expected to be completed in the third quarter of 2018, subject to satisfaction of customary conditions, including the effectiveness of a Registration Statement on Form 10, receipt of a favorable ruling from the IRS concerning certain tax matters and final approval by the Company's board of directors, and it is intended to qualify as a tax-free distribution to the Company's stockholders for U.S. federal income tax purposes. If the spin-off transaction is completed, we expect that one or more of our directors may become directors of the new American Home Shield company, in which case they will resign from our board of directors.

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Director Independence

        Our board of directors has determined, after considering all of the relevant facts and circumstances, that Mses. DeVard andMs. Goldman and Messrs. Cella, Corness, Fox, Gursahaney, 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. This meansstandards and all relevant facts and circumstances, including ensuring that nonethe following categories of the independent directors have anyrelationships 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.

        No director qualifies as "independent" unless the board of directors affirmatively determines that the director has no material relationship with us, eitherour Company or our subsidiaries (either directly or as a partner, stockholder or officer of an organization that has a relationship with us.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 and his or her immediate family's relationships to the Company, as well as any potential conflicts of interest and other matters. For 2016,2017, there were no related-party or conflicts of interest transactions between the Company and any of our independent directors that require disclosure under SEC rules.

Board Leadership Structure

        Our board of directors is currently led by our non-executive Chairman, Mr. Tomkins. 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 at a given point in time. The board believes this governance structure currently promotes a balance between the 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 of the Board of Directors and Attendance at the Annual Meeting

        Our board of directors held 10 meetings during the fiscal year ended December 31, 2016.2017. Each of our incumbent directors attended at least 75%75 percent of the total number of meetings of the board and any committees of which he or she was a member in 2016.2017. Directors are encouraged to attend our annual meetings. All of the directors serving on the board at the time attended the 20162017 Annual Meeting.

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Executive Sessions

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

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 atwww.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.

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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 associates, 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 associates. 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 atwww.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 atwww.servicemaster.com/company/about/corporate-governance.

Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters

        In accordance with the Sarbanes-Oxley Act, 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 employees and others of concerns regarding questionable accounting or auditing matters.

Board Committees

        Our board of directors maintains an Audit Committee, a Compensation Committee, an Environmental, Health and Safety Committee and a Nominating and Corporate Governance Committee. Under the SEC and NYSE rules, eachEach of these committees is comprised entirely of independent directors. Below is a brief

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description of our committees. The following table shows the committee members as of December 31, 2016,2017, and the number of meetings held during 2016.2017.

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In February 2017,January 2018, with Ms. DeVard's resignation, the board of directors established a new Environmental, Health and Safety Committee, which is also comprised entirely of independent directors, and reconstituted the membership of each of the committees as follows:

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 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 atwww.servicemaster.com/company/about/corporate-governance.

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        The current members of our Audit Committee are Messrs. Fox (Chair), Cella, Gursahaney and Sedita and Ms. DeVard.Sedita. Our board of directors has designated each of Messrs. Fox, Cella, Gursahaney and Sedita as "audit committee financial experts," and each of the three members has been determined to be "financially literate" under the NYSE rules. Our board of directors has also determined that Messrs. Fox, Cella, Gursahaney and Sedita and Ms. DeVard are "independent" as defined under NYSE and Exchange Act rules and regulations. The charter of our Audit Committee states that no director may serve on the Audit Committee if such director simultaneously serves on the audit committee of more than three public companies (including the Company), unless the board of directors determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. Mr. Fox serves on four public company audit committees, including the Company's; the board of directors determined that his simultaneous service on those committees would not impair Mr. Fox's ability to effectively serve on the Company's Audit Committee.

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,

        We expect all of Contentsour 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, to engage with stockholders on a regular basis at industry and financial conferences, road shows and one-on-one meetings. Mr. Tomkins, 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

        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, 860 Ridge Lake Blvd.,150 Peabody Place, Memphis, TN 3812038103 or Board_of_Directors@servicemaster.com.

        The board has designated the 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 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 associates of the Company of concerns regarding questionable accounting or auditing matters.

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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.

Compensation Risk Assessment

        The Compensation Committee assessed our compensation policies and practices to evaluate whether they create risks that are reasonably likely to have a material adverse effect on the Company. Based on its assessment, the Compensation Committee concluded that the 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, short-term incentives and long-term equity in such a way as to not encourage excessive risk taking.

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Director Compensation

20162017 Cash and Equity Retainers

        MembersEffective as of April 1, 2017, members of the board of directors who are not employed by us are entitled to receive an annual retainer of $170,000,$200,000, of which $70,000$80,000 is payable in cash in quarterly installments and the other $100,000 is$120,000 payable in restricted stock as of the date of the annual stockholders' meetingAnnual Meeting and vestingvests on the earlier of the next annual stockholders' meeting or the first anniversary following the grant date, subject to continued service on the board of directors. The restricted stock awards become fully vested on a change in control (as defined in the Amended and Restated ServiceMaster Global Holdings, Inc. 2014 Omnibus Incentive Plan, the "Omnibus Incentive Plan") or on a termination of the director's services due to death or disability (as defined in the Omnibus Incentive Plan). In connection with Mr. Tiller'sMs. DeVard's resignation, the board of directors determined to accelerate the vesting of Mr. Tiller'sMs. DeVard's restricted stock award, which was granted on May 3, 2016,April 25, 2017, so that it vested on February 13, 2017.January 9, 2018. In addition to the amounts described above, the non-executive Chairman will receive an additional annual cash retainer of $50,000 and an extra $100,000 award of restricted stock vesting on the same terms as described above. The chairperson of the Audit Committee will receive an additional annual cash retainer of $15,000 and the chairpersons of the Compensation Committee and the Nominating and Corporate Governance Committee will each receive an additional annual cash retainer of $10,000. All of our directors were reimbursed for reasonable expenses incurred in connection with attending board of directors meetings and committee meetings.

2016 Director Compensation Table

        This table shows the compensation that each non-employee director received for his or her board and committee chair service in 2016. Amounts reflect partial year board service for Ms. DeVard and Messrs. Corness, Krenicki and Wasserman. The amount of fees payable to Messrs. Krenicki and Wasserman are reflected in the table below next to their names; however, as indicated, such amounts were assigned to CD&R. Mr. Cella was added as a new member of the board of directors in February 2017 and did not receive any compensation in 2016.

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2017 Cash and Equity Retainers

        Effective as of April 1, 2017, members of the board of directors who are not employed by us will be entitled to receive an annual retainer of $200,000, of which $80,000 will be payable in cash and the other $120,000 payable in restricted stock as of the date of the Annual Meeting and vesting on the same terms as described above. In addition, the chairpersons of the Audit Committee and 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. In addition,All of our non-executive Chairman will continuedirectors were reimbursed for reasonable expenses incurred in connection with attending board of directors meetings and committee meetings.

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2017 Director Compensation Table

        This table shows the compensation that each non-employee director received for his or her board and committee chair service in 2017. Amounts reflect partial year board service for Messrs. Cella, Gursahaney and Tiller.

Stock Ownership Guidelines

        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' and executive officers' alignment with other stockholders. The Compensation Committee will review director and executive officer stock ownership levels on an annual basis.

Board of Directors

        Members of the board of directors are expected to hold stock valued at five times the annual cash retainer. The annual cash retainer is being increased to $80,000 effective as of April 1, 2017, resulting in a current expectation to hold stock valued at $400,000. 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. All

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directors subject to the stock ownership guidelines are on track to meet their stock ownership level within the five-year period.

Executive Officers

        The 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 restricted stock units ("RSUs") and 25%25 percent of the in-the-money value of vested options.

        Executive officers covered under these guidelines have a period of five years from February 2015 or their designation as an executive officer, whichever is later, to meet the ownership guidelines. Each of our executive officers either already meets his or her stock ownership guideline or is on track to meet his or her stock ownership guideline within the five-year period.

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Certain Securities Transactions

Short Selling

        Our board of directors has adopted a policy that prohibits our directors and executive officers 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 strongly discourages any of our directors and executive officers 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.

EXECUTIVE OFFICERS

        The following table sets forth information about our executive officers as of March 21, 2017.2018.

        Robert J. GilletteNikhil M. Varty has served as ServiceMaster's Chief Executive Officer and a director since July 2017. From 2012 until 2016, Mr. Varty served as onepresident of our directors since June 2013.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. Gillette has also led the TerminixVarty served as vice president and business unit since August 15, 2016. From October 2011 until May 2013, Mr. Gillette was the ownerleader for WABCO's compression & braking business unit in Brussels, Belgium.

Table of a company which acquired and developed residential real estate properties. From October 2009 until October 2011, he served as the chief executive officer of First Solar, Inc., a manufacturer of thin film photovoltaic solar modules and solar power plants. From January 2005 to September 2009, Mr. Gillette served as the president and chief executive officer of Honeywell International, Inc.'s aerospace division, a provider of aerospace electronic systems, integrated avionics, engines and services for the aerospace industry.Contents

        Anthony D. DiLucente has served as ServiceMaster's Senior Vice President and Chief Financial Officer since February 25, 2017, succeeding Alan J. M. Haughie, who served as our Chief Financial Officer from September 2013 until February 24, 2017 (and retired from the Company on March 15, 2017).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.

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Marvin O. Davis has served as Chief Marketing & Strategy Officer since August 2016. From 2013 until 2015, he served as chief marketing officer of Edelman Financial Services, LLC, an independent financial services company. From 2009 until 2013 he served as chief marketing officer of LifeLock, Inc., a leader in identity protection, threat detection and remediation services. Mr. Davis previously held marketing leadership positions with Mode Enterprises, LLC, Comcast Corp. and Verizon Wireless.

        Timothy M. Haynes has served as President, American Home Shield since September 2015. Mr. Haynes joined ServiceMaster in January 2012 and previously served as Senior Vice President and Chief Information Officer from December 2013 until September 2015 and prior to that served as Vice President of Information Technology for American Home Shield and Franchise Services Group. From February 2006 until January 2012, Mr. Haynes served in a variety of Information Technology executive leadership roles for Nissan Motor Limited and Nissan Americas.

        Susan K. Hunsberger has served as Senior Vice President, Human Resources since January 2014. From February 2010 until December 2013 she served as senior vice president, human resources, for the global business solutions (GBS) group of Connecticut-based Nielsen Holdings N.V., a global information and measurement company with leading market positions in marketing and consumer information, television and other media measurement, online intelligence and mobile measurement. From November 1997 until February 2010, Ms. Hunsberger served in a variety of human resources leadership positions at GE Aviation, a division of General Electric Company.

        James T. Lucke has served as Senior Vice President, General Counsel and Secretary since September 2013. From May 2007 until May 2013, Mr. Lucke served as vice president, general counsel and secretary of Mohawk Industries, Inc., a leading producer of floor covering products for residential and commercial applications.

        Mary Kay Wegner has served as President, 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. Ms. Wegner continues to oversee the Company's supply management function. From March 2009 until April 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.

Martin Wick has served as Chief Operating Officer, Terminix since November 2016. From October 2014 until November 2016, he served as President, Franchise Services Group. Mr. Wick joined ServiceMaster in May 2009 and previously served as Vice President of Operations for American Home Shield from June 2012 until October 2014 and prior to that served in various other leadership positions within American Home Shield and our corporate functions.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        This section describes the material elements of our 20162017 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 20162017 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, or "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." For fiscal 20162017 our NEOs are as follows:

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Nikhil M. Varty, Chief Executive Officer;



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Robert J. Gillette, Former Chief Executive Officer (departed in August 2017);



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



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Alan J. M. Haughie, Former Senior Vice President and Chief Financial Officer (retired(departed in March 2017);



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Timothy M. Haynes, President, American Home Shield;Shield ("AHS");



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Mary Kay Wegner, President, Franchise Services Group;



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Martin Wick,Marvin O. Davis, Senior Vice President and Chief OperatingMarketing Officer Terminix;(departed in February 2018); and



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William J. Derwin, former President,Martin Wick, Former Chief Operating Officer, Terminix (resigned(departed in December 2016)2017).

Highlights

Business Performance

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The financial performance of the Company demonstrated improvement over the prior year Adjusted EBITDA and revenue. Cash flow for 2016 was less than 2% below the 2015 level. However, financial performance in 20162017 did not fully meet target objectives resulting in bonus payments below target for our NEOs.objectives. Details of the financial performance of the Company are available in Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 20162017 ("20162017 Form 10-K"). Please see the narrative in the "—Annual"Annual Bonus Plan" section below for more detailed information on this subject. The Company's stock price also declined by four percent during 2016.

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The Company completed two key acquisitions in American Home ShieldCompany's stock price increased by 35 percent during 2016, adding more than 100,000 new customers and expanding our footprint in six states.



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The Company completed the conversion of Merry Maids branches to franchises.



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We launched a new corporate brand that symbolizes ServiceMaster's vision to combine our unparalleled network of service providers with the convenience of technology and service excellence.2017.



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The Company made significant investmentsannounced in July 2017 its intent to spin-off the ServSmart platform to provideAHS business as an enhanced customer experience.independent, publicly traded company during the third quarter of 2018.

Management Structure

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Changes were made to our leadership structure during 20162017. In July 2017, the Company announced that Mr. Gillette was departing as CEO and earlywould be replaced by Mr. Varty, who was hired from outside the Company. Mr. Haughie left the Company in March 2017 and was replaced by Mr. DiLucente as CFO. Mr. Wick left the Company in December 2017. EarlySubsequent to 2017, Mr. Davis left the Company in 2016, Ms. Wegner assumed additional responsibility as the Senior Vice President ("SVP"), Service and Operations for Terminix, in addition to her role as the leader of the Company's Supply Management function. In November, Ms. Wegner was further promoted to the position ofFebruary 2018.

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President, Franchise Services Group, and Mr. Wick moved from his position as President, Franchise Services Group to be Chief Operating Officer ("COO") for Terminix, reporting to Mr. Gillette, who is leading the Terminix business following the resignation of Mr. Derwin as an executive officer in August. Additionally, Mr. Haughie retired from the Company in March 2017.

Compensation Decisions

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Base salaries of the NEOs were increased on a selective basis. In 2016,2017, adjustments were made to salaries for Ms. Wegner (21.4%Mr. DiLucente (11.1 percent increase) to reflect her promotions, first as SVP, Servicebetter align his salary with internal peers and Operations for Terminix and then as President, Franchise Services Groupexternal benchmarks and Mr. Wick (18.6%Haynes (5.9 percent increase) to reflect his promotions, firstcontinued development as athe President of AHS and to better align his salary with external benchmarks for similarly sized business unit president and then as COO of Terminix, the Company's largest business unit.units.



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In 2016,The Compensation Committee reviewed the Companytarget bonus opportunities for each of the NEOs and made its first full annual long-termno changes during 2017.



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Long-term incentive ("LTI") grants since our initial public offering ("IPO") in 2014. In 2015, the Company did not make annual grants because many executives still held a meaningful amountawards were granted to NEOs and are performance-based, comprised of unvested equity from before the IPO. All NEOs received equity in the form ofnonqualified stock options and performance share units ("PSUs") with approximately equal grant date values. Annual LTI grants approved during 2017 were consistent with target levels and prior year awards.



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The board of directors approved LTI awards for Mr. Varty upon his hire as CEO. The LTI awards are intended to ensure a successful spin-off of AHS and were granted at competitive levels. Subject to continued employment, restricted share and performance RSU awards vest on his first anniversary of employment and on the effective date of the spin-off of AHS, respectively. The stock options awarded vest in February 2016. Additionally, bothequal installments over four years and are intended to reward increases in stockholder value over the long term.



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Following the announcement of the spin-off of AHS, the Compensation Committee approved retention awards in the form of performance RSUs to members of the Executive Leadership Team, including Messrs. DiLucente, Haynes, Davis and Wick and Ms. Wegner to ensure continuity of leadership during a time of transition for the Company. These awards vest contingent upon the consummation of the spin-off and will vest in two tranches for Mr. Haynes, 50 percent of the units vesting on the date of the spin-off and 50 percent vesting on the first anniversary of the date of the spin-off. The awards for Mr. DiLucente and Ms. Wegner will vest in one tranche upon consummation of the spin-off. The performance RSU award will be forfeited if the spin-off of AHS does not occur on or prior to March 31, 2019. A prorated number of the performance RSUs settled for Messrs. Davis and Wick received an award of 6,454 RSUs in November 2016 to recognizeupon their new assignments as President, Franchise Services Group and COO, Terminix, respectively.departures.

Objectives of Our Compensation Program

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

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Attract, motivate and retain highly qualified executives;



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



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Align our executives' long-term interests with those of our stockholders through meaningful share ownership; and



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

Elements of Executive Compensation, including for NEOs

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

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