Ben M. Palmer
RPCAbout Ben M. Palmer
Ben M. Palmer (age 64) is President & CEO of RPC, Inc. (RES) and a director since 2022; he previously served as RPC’s CFO/Treasurer from 1996–2022 and Corporate Secretary from 2018–2022, after earlier roles as CFO of EQ Services (3 years) and 10 years with Arthur Andersen; he holds a B.S. in Business Administration from Auburn University . Under his tenure as CEO (since May 17, 2022), RES’ FY2024 revenue was $1,414.999 million, net income $91.444 million (6.5% margin) and Adjusted EBITDA margin 16.5%, against a challenging oilfield services backdrop; 2024 OCF (bonus metric) was $13 million, below threshold, yielding zero payout . RPC’s five‑year indexed TSR stood at 119 as of 12/31/2024, roughly in line with its selected oil services peer group (117) and below the Russell 2000 (143) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| RPC, Inc. | President & Chief Executive Officer; Director | 2022–Present | Set strategic direction, capital discipline; maintains debt-free balance sheet and cash deployment optionality . |
| RPC, Inc. | Vice President, Chief Financial Officer, Treasurer; Corporate Secretary (2018–2022) | 1996–2022 | Long-tenured finance leadership across cycles; conservative financial management . |
| EQ Services (The Equitable Companies subsidiary) | Chief Financial Officer | 3 years (pre-1996) | Commercial mortgage/asset management finance leadership . |
| Arthur Andersen LLP | Audit & Business Advisory Services | ~10 years (pre-1993) | Public company audit and advisory experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Marine Products Corporation | President & CEO; Director | Current | Also previously CFO/Treasurer/Secretary; current RPC CEO is also CEO and director at Marine Products . |
Fixed Compensation
| Year | Base Salary ($) |
|---|---|
| 2022 | 543,750 |
| 2023 | 600,000 |
| 2024 | 600,000 |
| 2025 (set effective Jan 1, 2025) | 618,000 |
Perquisites include 401(k) match ($15,520 in 2024) and automobile allowance ($14,400 in 2024) . Aircraft personal use is a permitted perquisite for the CEO at RPC (and shared aircraft costs disclosed with Marine Products) .
Performance Compensation
2024 Annual Cash Incentive (paid in 2025)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Operating Cash Flow (OCF) | 100% | $80m (50%) | $100m (100%) | $170m (200%) | $13m (13% of target) | 0% (below threshold) |
CEO 2024 target bonus: 100% of base salary ($600,000); actual paid: $0 .
Long-Term Incentive Structure and 2024 Grants
- Mix: 80% time-based RSAs, 20% PSUs in 2024; adjusted to 75% RSAs / 25% PSUs for 2025 awards .
- RSAs (2024 grants): vest ratably over three years (2024 onward) with voting/dividend rights; immediate vest on death or change in control .
- PSUs (2024 grants): 3‑year performance period ending 2026; metric = 3‑Year Cumulative EBITDA with threshold (50%), target (100%), max (200%) plus ±20% TSR modifier vs Philadelphia Oil Services Sector; cliff vests at end of period; death/disability/CIC pays at 100% of target without TSR adjustment .
| Award (Grant Date 4/23/2024) | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|
| RSA | 120,000 | 963,600 |
| PSU (target) | 30,000 | 261,300 |
2023 awards for reference: RSAs 58,500; PSUs (target) 13,000 .
Multi‑Year Summary Compensation (Ben M. Palmer)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 600,000 | 1,224,900 | — | 29,930 | 1,854,830 |
| 2023 | 600,000 | 998,400 | 768,000 | 25,050 | 2,391,450 |
| 2022 | 543,750 | 804,600 | 900,000 | 24,040 | 2,272,390 |
Compensation philosophy notes:
- Majority at‑risk pay (annual cash and equity) tied to company results; no tax gross‑ups; no hedging/pledging; strong stock ownership guidelines (CEO 4x salary); independent HCM & Compensation Committee (company is a “controlled company” under NYSE) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 1,075,869 shares; includes 354,200 RSAs; <1% of outstanding . |
| Unvested RSAs (12/31/2024) | Market value $1,838,430; 309,500 shares unvested . |
| Unvested PSUs (12/31/2024) | 43,000 units at threshold/target presentation; market value $255,420 . |
| Ownership guidelines | CEO required ownership = 4x base salary; 5-year compliance window; RSAs count; must retain at least 20% of future awards . |
| Hedging/pledging | Prohibited for employees and directors . |
| Upcoming vesting (indicative) | 2023 PSU grant scheduled to vest around Jan 24, 2025; 2024 PSU grant cliff-vests at end of 2026 (subject to EBITDA/TSR); 2024 RSAs vest ratably 2025–2027 . |
Insider selling pressure analysis (timed supply): The 2024 RSA tranche (~40,000 shares/year average from 120,000 RSAs) plus the 2023 RSA/grant cadence, alongside potential 2023 PSU payout and 2024 PSU cliff in 2026, create periodic windows of incremental supply; however, hedging/pledging prohibitions and trading‑window/insider policy mitigate opportunistic selling; no pledging is permitted .
Deferred compensation: Ben deferred $41,040 of 2024 salary; aggregate nonqualified deferred balance $1,451,638 at year‑end 2024; SERP terminated in 4Q24 with distributions scheduled 12–24 months after termination .
Employment Terms
- No employment contract or guaranteed severance; no guaranteed bonuses; compensation determined annually by HCM & Compensation Committee .
- Change‑in‑control (CIC): all unvested RSAs vest immediately; PSUs intended to pay at 100% of target upon CIC, death, or disability (committee discretion consistent with plan) .
- Clawback: NYSE/SEC‑compliant policy for restatements covering current and former Section 16 officers .
- Insider Trading Policy: robust policy with filed exhibit; blackouts/applicability .
Potential payments if termination/CIC as of 12/31/2024 (illustrative, using $5.94/share):
| Scenario | Unvested PSU shares | Unvested RSA shares | Unrealized value ($) |
|---|---|---|---|
| Disability | 43,000 | 101,732 | 859,708 |
| Death | 43,000 | 309,500 | 2,093,850 |
| Change in control | 43,000 | 309,500 | 2,093,850 |
Board Governance
- Board service: Director since 2022; non‑independent; member of Executive Committee .
- Board leadership: Executive Chair (Hubbell), CEO (Palmer), Lead Independent Director (Nix); directors attended ≥75% of meetings in 2024 .
- Committees: Palmer serves on Executive Committee; not on Audit, HCM & Compensation, or Nominating .
- Election results (April 22, 2025): Re‑elected with 192,743,356 votes “For,” 2,580,689 “Withheld” .
- Controlled company: Rollins family/control group >50% voting power; NYSE exemptions used; majority‑independent requirement not applicable; Audit Committee fully independent .
Director compensation: As an employee, Palmer receives no additional director compensation .
Performance & Track Record
Company operating performance over 2022–2024:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue ($mm) | 1,601.762 | 1,617.474 | 1,414.999 |
| Net Income ($mm) | 218.363 | 195.113 | 91.444 |
| Net Income Margin | 13.6% | 12.1% | 6.5% |
| Adjusted EBITDA ($mm) | 375.013 | 374.394 | 232.967 |
| Adjusted EBITDA Margin | 23.4% | 23.1% | 16.5% |
| Operating Cash Flow ($mm) | 208 (OCF metric) | 200 (OCF metric) | 13 (OCF metric) |
Qualitative drivers in 2024: lower industry activity and pricing pressure (notably pressure pumping), cost absorption headwinds, and increased depreciation from Tier 4 fleet investments; company remained debt‑free and increased cash to $325.975 million at year‑end . Indexed TSR (12/31/2019 = 100) at 12/31/2024: RPC 119; Peer Group 117; Russell 2000 143 .
Q4/FY 2024 highlights: FY24 net income $91.4m; Adjusted EBITDA $233.0m (16.5% margin); free cash flow $129.5m; declared $0.04/quarter dividend .
Compensation Structure Analysis (signals)
- Strong pay-for-performance alignment: 2024 annual bonus paid 0% due to below-threshold OCF ($13m vs $80m threshold) .
- Shift toward performance equity: PSUs introduced in 2023 and increased weight to 25% for 2025 awards (from 20% in 2024), with multi‑year EBITDA and relative TSR modifier—a constructive evolution vs. legacy time-based RSAs .
- Governance safeguards: no tax gross‑ups, robust clawback, ownership requirements (CEO 4x), and hedging/pledging prohibitions; however, as a controlled company, RES utilizes NYSE exemptions (potential independence perception risk) .
- Cash/equity mix: Significant equity grants even in downcycle (2024 stock awards $1.225m) sustain retention but time‑based RSA weighting still dominates (80% in 2024), moderating performance leverage vs. PSU‑heavy designs .
Vesting Schedules and Potential Selling Pressure (next 24–36 months)
- RSAs: 2024 grants vest ~40,000 shares per year over 2025–2027; older 2023 grants vest four-year schedule; pre‑2023 RSAs have five‑year schedules beginning second anniversary .
- PSUs: 2023 tranche due around Jan 2025 (subject to 2‑year terms listed); 2024 tranche cliff at end‑2026 with 3‑Year EBITDA and TSR modifier; CIC/death/disability accelerate at target .
- Policy mitigants: hedging/pledging prohibited; insider trading policy governs windows; no employment-guaranteed severance .
Related Party Transactions and Interlocks
- Shared aircraft LLC with Marine Products (50/50 ownership); RPC recorded ~$230k in net operating costs in 2024 .
- RPC provides administrative services to Marine Products (~$1.1m 2024); Rollins-controlled entities transacted ~$1.6m in parts/repairs with an RPC subsidiary; all reviewed/approved under related-party policy .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay is triennial; in April 2023, a substantial majority voted “for”; next vote scheduled for 2026 .
Board Service History, Committees, Dual-Role Implications
- Board service at RPC since 2022; Executive Committee member; non‑independent due to executive role .
- Leadership design avoids CEO/Chair duality: Executive Chair (Hubbell), CEO (Palmer), and a Lead Independent Director (Nix), which mitigates CEO/Chair concentration risk; however, “controlled company” status reduces some independence safeguards vs. standard NYSE requirements .
- Re‑election 2025 with 192.7m “For” votes indicates strong shareholder support under controlled structure .
Investment Implications
- Incentive alignment: Zero 2024 bonus despite industry cyclicality and revenue declines demonstrates cash incentive discipline; PSU metrics (multi‑year EBITDA with relative TSR) are constructive for long‑term alignment .
- Retention risk moderate: Large RSA/PSU overhang (e.g., 309,500 RSAs and 43,000 PSUs unvested at YE2024) and step‑ups to PSU weight in 2025 support retention; absence of employment/severance agreements increases at‑risk nature but is offset by equity-based incentives .
- Governance considerations: Controlled company exemptions and related-party ties (aircraft/services; Rollins group) require investor monitoring; board maintains independent Audit Committee and clawback/ownership protections .
- Execution track record: Under Palmer’s leadership, RES stayed debt‑free, built cash to ~$326m, and preserved dividends despite margin compression; OCF‑driven bonus miss underscores cycle sensitivity; improvement in 2025 (sequential revenue/EBITDA trends) tied to asset mix upgrades and new products, but end‑market pricing/rig activity remain key risks .