Amy R. Kreisler
Director at RES
Board
About Amy R. Kreisler
Amy R. Kreisler (age 55) has served on the RPC, Inc. (RES) Board since 2016 and is currently designated a non-independent director due to her participation in the controlling stockholder group. She is Executive Director of The O. Wayne Rollins Foundation, Vice President at LOR, Inc., a private family investment company, and a former attorney at Arnall Golden Gregory LLP; she holds an English degree from Hollins University and a J.D. from William & Mary Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RPC, Inc. | Director (Non-Independent) | Director since 2016 | Member, Nominating & Corporate Governance Committee (oversight of ESG and related party reviews) |
| Arnall Golden Gregory LLP | Attorney | Not disclosed | Legal training and governance perspective cited in director biography |
| The O. Wayne Rollins Foundation | Executive Director | Not disclosed | Oversees grant-making and foundation asset administration |
| LOR, Inc. | Vice President | Not disclosed | Private family investment company leadership; LOR-affiliated related-party transactions with RPC reviewed by Board committee |
| The Ma-Ran Foundation | Trustee | Not disclosed | Philanthropic governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marine Products Corporation | Director | Current | Public company board; multiple RES directors also serve, creating interlocks |
| The Lovett School | Trustee | Current | Executive Committee and Endowment Committee |
| Shepherd Center Foundation | Board Member | Current | Not disclosed |
| Emory University | Rollins School of Public Health Dean’s Council; former Board of Visitors member | Current/former | Advisory roles |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; not listed on Audit or Compensation Committees .
- Independence: Non-independent; part of a control group that holds >50% of voting power (controlled company under NYSE rules) .
- Attendance: Each incumbent director attended at least 75% of aggregate Board/committee meetings in 2024; Board held 6 meetings; Nominating & Corporate Governance held 4 .
- Lead Independent Director: Jerry W. Nix; presides over executive sessions of non-management and independent directors .
- Executive sessions: Non-management directors meet in executive session at least twice annually without management .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 75,000 | Paid quarterly in arrears |
| Nominating & Corporate Governance Committee Member Fee | 2,000 | Annual retainer |
| Committee Chair Fees | 0 | Not a chair |
| Meeting Fees | 0 | Program is retainer-based; no meeting fees disclosed |
| Total Fees Earned (Cash) | 77,000 | As reported for 2024 |
| Annual Equity Grant (Fully Vested Common Shares) | 50,000 | Granted under 2024 Stock Incentive Plan; fully vested at grant |
| Total Director Compensation | 127,000 | 2024 total |
- Director Stock Ownership Guidelines: Minimum holding equal to 3× annual equity retainer within five years; sales restricted for one year post-grant and until compliant .
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based stock awards (PSUs) for directors | None disclosed; director equity is fully vested common shares at grant |
| Options | None granted to directors; program provides equity via common shares |
| Metrics tied to director pay | Not applicable (no director PSUs or performance metrics) |
Other Directorships & Interlocks
- Public company boards: Marine Products Corporation (current) .
- Interlocks: Several RES directors also serve on Marine Products and Rollins, Inc.; Board concluded these relationships do not impair independence of independent directors, but Kreisler herself is non-independent as part of the control group .
Expertise & Qualifications
- Legal background (former attorney), governance and philanthropy administration; business experience via LOR, Inc.; education includes Hollins University (BA, English) and William & Mary Law (JD) .
- ESG oversight via committee mandate; NCG Committee monitors ESG practices and disclosures .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 4,338,498 shares |
| Ownership as % of outstanding | 2.0% |
| Components/indirect holdings | Includes 1,859,279 shares in a charitable trust (co-trustee/Executive Director) and 192,224 shares in multiple trusts; excludes 1,171 shares in R. Randall Rollins Voting Trust |
| Control group membership | Part of control group (with other Rollins family members) controlling 58.4% of voting power |
| Hedging/pledging | Company policy prohibits hedging or pledging of Company securities by directors |
| Ownership guidelines compliance | Materially exceeds the 3× equity retainer requirement based on disclosed beneficial ownership |
Insider Trades
| Item | Detail |
|---|---|
| Section 16(a) compliance (FY2024) | Company states all filing requirements for Executive Officers, Directors, and >10% holders were timely satisfied; no delinquent reports disclosed |
Governance Assessment
-
Strengths
- Active role on Nominating & Corporate Governance Committee with remit over ESG, related-party transaction review, and governance policies .
- Significant equity ownership aligns interests; exceeds stock ownership guidelines .
- Board maintains executive sessions and a Lead Independent Director to facilitate independent oversight .
-
RED FLAGS
- Non-independent director; part of a control group exercising >50% voting power, with controlled-company exemptions from certain NYSE independence requirements for committees and majority of independent directors .
- Related-party exposure: RPC subsidiary paid approximately $1.6 million in 2024 to companies owned by LOR, Inc., where Kreisler is a vice president and controlling stockholder; transactions were reviewed/approved by the NCG Committee, but ongoing ties merit scrutiny for potential conflicts .
- Interlocks: Extensive cross-board relationships with Marine Products and Rollins, Inc. reduce board distance from controlling shareholders and may affect perceived independence .
-
Director Compensation Mix
- Cash retainer plus fully vested share grants; no performance-conditioned director equity—aligns with common practice, but pay is guaranteed rather than at-risk (equity not subject to vesting/metrics) .
- No program changes for 2025; indicates stability but not increased performance linkage for directors .
Shareholder Voting Signals (Context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Director Elections – Amy R. Kreisler | 175,649,101 | 19,674,944 | — | 6,994,319 |
| 2025 Auditor Ratification | 199,627,205 | 1,837,463 | 853,696 | 0 |
| 2023 Say-on-Pay (Advisory) | 193,152,683 | 2,717,845 | 149,952 | 9,585,169 |
| 2023 Say-on-Pay Frequency | 1 Year: 46,764,383 | 2 Years: 53,879 | 3 Years: 148,985,328 | 216,886 |
Implication: Kreisler received notably higher withhold votes than several peers (e.g., Stephen E. Lewis had lower withholds), consistent with investor sensitivity to control-group directors; say-on-pay support remains strong, with triennial frequency adopted .
Notes on Committee Architecture
- Audit Committee: Fully independent; chaired by Patrick J. Gunning; 6 meetings in 2024 .
- Human Capital Management & Compensation Committee: Independent members; controlled-company exemption means the charter need not meet all NYSE requirements, but it exists and is maintained .
- Nominating & Corporate Governance Committee: Includes both independent and non-independent members (controlled-company exemption); reviews related-party transactions via independent subcommittee and oversees ESG .
Related Party Transactions Policy
- NCG Committee (or independent subcommittee) must pre-approve and periodically review related-party transactions; 2024 transactions, including LOR, Inc. dealings, were reviewed, pre-approved, and/or ratified .
Director Compensation Program Design (Overview)
- Cash and equity retainers set per role; all director stock awards fully vested at grant under 2024 Stock Incentive Plan approved by shareholders (April 23, 2024) .
- Stock ownership guidelines for non-employee directors: 3× equity retainer within five years; sale restrictions until compliance and for one year post-grant .
Compliance & Policies
- Insider Trading Policy prohibits hedging/pledging by directors; policy filed as Exhibit 19 to 2024 Form 10-K .
- Clawback policy (SEC Rule 10D-1 and NYSE) adopted for recovery of erroneously awarded incentive-based compensation from current/former Section 16 officers after restatements .