John F. Wilson
About John F. Wilson
Independent director of Marine Products Corporation (MPX) since 2022; age 67; currently Executive Chairman of Rollins, Inc. (effective January 1, 2025) after serving as Vice Chairman (2020–2024), President & COO (2013–2020), VP (2011–2013), and President of Orkin, LLC (2009–2013). He also serves on the board of RPC, Inc., is Vice Chairman of the Professional Pest Management Association, and a member of The Carter Center Board of Councilors; MPX classifies him as independent and financially literate for Audit Committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rollins, Inc. | Executive Chairman | Jan 1, 2025–present | Public company leadership; board oversight |
| Rollins, Inc. | Vice Chairman | 2020–2024 | Board leadership |
| Rollins, Inc. | President & COO | 2013–2020 | Operations leadership |
| Rollins, Inc. | Vice President | 2011–2013 | Executive leadership |
| Orkin, LLC (subsidiary of Rollins) | President | 2009–2013 | Business unit leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RPC, Inc. | Director | Current | Cross-board interlock with MPX; oversight role |
| Professional Pest Management Association | Vice Chairman | Since 2011 | Industry leadership |
| The Carter Center | Board of Councilors | Since 2015 | Civic engagement |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (MPX current independent directors: Nix, Bell, Gunning, Wilson; Lewis if elected) |
| Committees | Audit (Member), Human Capital Management & Compensation (Member), Nominating & Corporate Governance (Member) |
| Audit qualifications | Financially literate; not designated an “Audit Committee Financial Expert” (others on committee are) |
| Attendance | Each incumbent director attended ≥75% of Board and committee meetings in 2024; all directors attended last year’s annual meeting |
| Meetings held (2024) | Board 5; Audit 6; HCMC 6; Nominating & Governance 4 |
| Lead Independent Director | Jerry W. Nix |
| Controlled company status | MPX is a NYSE “controlled company” and relies on certain committee independence exemptions; nonetheless, Wilson’s three committee assignments are stated as independent |
Fixed Compensation
| Component | MPX Program (2024) | Wilson’s 2024 Cash Earned |
|---|---|---|
| Board cash retainer | $75,000 per non-employee director | $75,000 |
| Audit Committee member | $6,000 member; $20,000 chair | $6,000 |
| HCM & Compensation member | $3,000 member; $10,000 chair | $3,000 |
| Nominating & Governance member | $2,000 member; $6,000 chair | $2,000 |
| Lead Independent Director | $10,000 (if applicable) | — (not applicable) |
| Total cash | — | $86,000 |
Program notes:
- Cash retainers paid quarterly in arrears; no changes to the non-employee director program for 2025 .
Performance Compensation
| Instrument | Structure | Wilson 2024 |
|---|---|---|
| Annual equity retainer | $50,000 in fully vested MPX common shares, granted the third business day after the annual meeting (no performance conditions; immediate vesting) | $50,000 stock awards (fully vested at grant) |
Performance metrics used by the committee for executive pay oversight (context for Wilson’s HCMC role):
| Metric (2024 Annual Incentive) | Threshold | Target | Maximum | Actual | Payout as % of Target |
|---|---|---|---|---|---|
| EBITDA ($) | $21.0M | $28.0M | $36.4M | $21.1M | 75.4% of target (pays 50% of target award) |
Long-term incentives for executives include PSUs tied to 3-year cumulative EPS with a ±20% TSR modifier vs. Russell 2000; PSUs cliff-vest after 3 years; no director options are granted and director equity is not performance-based .
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Rollins, Inc. | Executive Chairman; Director since 2013 | Multiple MPX directors also serve on Rollins/RPC boards; board concluded these relationships do not impair independence |
| RPC, Inc. | Director | MPX related-party services with RPC (see below); independence affirmed by MPX board |
Expertise & Qualifications
- Public-company operating and board leadership (Executive Chairman, prior COO of Rollins; former President of Orkin) .
- Financial literacy for Audit Committee service .
- Industry and governance involvement (PPMA Vice Chair; Carter Center Board of Councilors) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| John F. Wilson | 11,108 | <1% |
Stock ownership alignment:
- Director stock ownership guideline: at least 3x annual equity retainer (3 × $50,000) within five years; directors cannot sell company-granted stock for one year and until in compliance; hedging/pledging prohibited for directors .
Related-Party Exposure and Potential Conflicts
- Controlled company: A Rollins family–led control group holds ~69.6% of voting power (as of Feb 28, 2025), enabling decisive influence over governance outcomes .
- Intercompany arrangements with RPC (on which Wilson serves as director): MPX reimbursed RPC ~$1.1 million for shared administrative services in 2024; MPX and RPC jointly own an aircraft (50/50) via 255 RC, LLC; MPX recorded ~$190k net operating costs related to the aircraft in 2024 .
- Review/approval: Related-party transactions are reviewed and pre-approved by the Nominating & Corporate Governance Committee or its independent subcommittee under a formal charter .
- Independence judgement: MPX’s board explicitly determined that cross-board roles at Rollins/RPC do not impair the independent directors’ judgment (including Wilson’s) based on experience, character and means .
Governance Assessment
- Positives
- Independent director with multi-committee engagement (Audit, HCMC, Nominating & Governance) and financial literacy; committees met regularly in 2024 (Audit 6; HCMC 6; Nominating 4) .
- Strong director alignment policies (3x equity retainer ownership guideline; hedging/pledging ban) and clear director pay structure; Wilson’s 2024 mix: $86k cash retainers + $50k fully-vested equity .
- Board advancing governance enhancements (proposals to declassify board, remove supermajority provisions, and move special meeting provisions to bylaws) .
- Attendance: all incumbents ≥75% and full attendance at prior annual meeting, supporting baseline engagement .
- Watch areas / Red flags to monitor
- Controlled company structure and high insider ownership concentrate power; cross-board interlocks with Rollins/RPC are material (though reviewed) .
- Related-party transactions (admin services; aircraft) create recurring conflicts that require ongoing rigorous independent oversight .
- Audit Committee “financial expert” designation excludes Wilson (he is financially literate), reducing the number of designated experts on that committee .
Section 16(a) compliance: MPX reports all insiders/directors met timely filing requirements for 2024 .
Citations
- Governance, committees, attendance, independence:
- Director bio and roles (Wilson):
- Director compensation program and Wilson’s 2024 pay:
- Ownership guidelines/hedging-pledging:
- Beneficial ownership (Wilson):
- Related-party transactions (RPC/admin services/aircraft) and review:
- Governance proposals:
- Executive pay metrics overseen by HCMC (context):