Timothy C. Rollins
About Timothy C. Rollins
Timothy C. Rollins is a Class III, non‑independent director of Marine Products Corporation (MPX), age 62, serving since 2016; he is Vice President at LOR, Inc., a private family investment company, and sits on MPX’s Nominating & Corporate Governance Committee . His background includes managing LOR’s cattle operations, leading operations teams, approving major capital expenditures, and serving as a Trustee of Emory University and the Woodruff Health Sciences Center; he holds a B.S. in Business Administration from Boston University . MPX is a controlled company; Rollins is part of the controlling stockholder group, which affects independence status and governance dynamics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LOR, Inc. | Vice President | Not disclosed | Manages cattle investments; leads operations team; approves major capex |
| Emory University Board of Visitors | Former Board Member | Not disclosed | University advisory role |
| Emory Dept. of Psychiatry Board of Visitors | Former Board Member | Not disclosed | Departmental advisory role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RPC, Inc. | Director | Not disclosed | Current board member |
| Emory University | Trustee | Not disclosed | Trustee of Emory University |
| Woodruff Health Sciences Center | Trustee | Not disclosed | Trustee of WHSC |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not on Audit, Compensation, or Executive Committees .
- Independence: Non‑independent; part of the controlling stockholder group (Rollins family entities) that holds in excess of 50% voting power .
- Attendance: MPX states each incumbent director attended at least 75% of aggregate board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board/committee activity (2024): Board 5 meetings; Audit 6; Compensation 6; Nominating & Corporate Governance 4; written consents noted .
- Declassification: In April 2025, stockholders approved declassification and related charter changes; Rollins tendered resignation solely to shorten his term and was reappointed to a one‑year term; assignments unchanged .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Board Member Cash Retainer | $75,000 | 2024 program | Paid quarterly in arrears |
| Nominating & Corporate Governance Committee Member Retainer | $2,000 | 2024 program | Additional to board retainer |
| Lead Director/Chair Fees | N/A | 2024 | Not applicable to Rollins (not chair) |
| Fees Earned or Paid in Cash (Actual) | $77,000 | FY 2024 | Reflects board retainer + committee retainer |
- Program continuity: Non‑employee director compensation program unchanged for 2025 .
- Meeting fees: Not used; compensation paid via retainers .
Performance Compensation
| Component | Amount | Period | Vesting/Terms |
|---|---|---|---|
| Annual Equity Retainer (Fully Vested Common Shares) | $50,000 | FY 2024 | Granted on third business day after annual meeting; vests immediately |
| Option Awards | $0 | FY 2024 | None granted to directors |
| Stock Ownership Guidelines | ≥3× annual equity retainer | Ongoing | Must achieve within 5 years; prohibited from selling granted shares for 1 year and until guidelines met |
- Hedging/pledging: Prohibited for directors under MPX Insider Trading Policy .
Other Directorships & Interlocks
| Company | Role | Interlock/Context |
|---|---|---|
| RPC, Inc. | Director | MPX discloses multiple cross‑board relationships among directors across RPC and Rollins, Inc.; Rollins family members (incl. Timothy) are RPC directors and part of the MPX control group . |
Expertise & Qualifications
- Operations and financial management experience (LOR, capex approvals, team leadership) .
- Governance exposure via university trusteeships; community and healthcare academic governance roles .
- Education: B.S., Business Administration, Boston University .
Equity Ownership
| Metric | FY 2024 (as of Mar 1, 2024) | FY 2025 (as of Feb 28, 2025) |
|---|---|---|
| Shares Beneficially Owned | 109,476 | 89,954 |
| Percent of Outstanding Shares | <1% | <1% |
| Shares Outstanding (reference) | 34,682,949 | 34,961,460 |
| Ownership Details | Includes 26,974 shares in multiple trusts benefiting descendants of R. Randall Rollins; 1,291 shares held for a minor child; 284 shares held by spouse disclaimed; excludes 79 shares in R. Randall Rollins Voting Trust where co‑trustee | Includes 26,345 shares in multiple trusts benefiting descendants of R. Randall Rollins; 1,291 shares for minor child; 284 shares held by spouse disclaimed; excludes 79 shares in R. Randall Rollins Voting Trust where co‑trustee |
- Control group ownership: Control group (including Timothy C. Rollins) held 70.5% in 2024 and 69.6% in 2025 .
Governance Assessment
- Controlled company risk: MPX relies on NYSE controlled company exemptions; a group including Timothy C. Rollins controls >50% voting power, limiting requirements for majority independent board and fully independent nominating/compensation committees .
- Non‑independence and related‑party exposure: Rollins is non‑independent and part of the control group; MPX has related‑party arrangements with RPC (admin services; joint aircraft LLC), which the Nominating & Corporate Governance Committee reviews and pre‑approves; oversight mitigates but does not eliminate conflict risk .
- Charter changes increase control leverage: 2025 declassification and removal of certain supermajority provisions enable the controlling group to call special meetings and remove directors with or without cause (subject to bylaw thresholds), amplifying control over board composition .
- Attendance and engagement: Company reports all directors met ≥75% attendance in 2024 and attended the annual meeting, supporting baseline engagement .
- Alignment signals: Director equity retainer and stock ownership guidelines (≥3× equity retainer) promote alignment; hedging/pledging prohibited .
RED FLAGS: Controlled company status with concentrated voting power (includes Timothy C. Rollins) ; ability post‑2025 to call special meetings and remove directors with majority vote (control group can act unilaterally) ; persistent related‑party transactions with RPC requiring robust independent review .
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Timothy C. Rollins | 77,000 | 50,000 | — | 127,000 |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay: Substantial majority supported in April 2023; next advisory vote scheduled for 2026 under triennial cadence .
Notes on Compliance
- Section 16(a): MPX reports all executive officers, directors, and >10% holders satisfied filing requirements for FY 2024 .
Sources
- 2025 DEF 14A (Mar 12, 2025): committees, independence, director compensation, ownership, charter proposals .
- 2025 8‑K (Apr 24, 2025): board declassification approvals, reappointments, vote tallies .
- 2024 DEF 14A (Mar 14, 2024): prior year ownership and compensation baseline; related‑party transactions .