Gary Kolstad
Director at RES
Board
About Gary Kolstad
Gary Kolstad is an independent director of RPC, Inc. (NYSE: RES), appointed July 14, 2025. He holds a B.S. in petroleum engineering from Montana Technological University and studied Psychology and Engineering at Montana State University–Bozeman; his career spans senior roles in oilfield services, including service as Chairman/CEO of public and private companies . Kolstad previously served ~21 years at Schlumberger and was President, CEO, and a director of CARBO Ceramics Inc. (NYSE: CRR) beginning in 2006, continuing through at least 2020 . His RES board tenure began July 14, 2025; the Company disclosed no related-party transactions or selection arrangements under Item 404(a) at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CARBO Ceramics Inc. | President, CEO, Director | 2006–2020 | Led proppants/industrial ceramics through volatile cycles; signed 10-Ks and certifications as PEO |
| Schlumberger | Various oilfield services positions | ~21 years | Technical/operations experience in global oilfield services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RPC, Inc. (RES) | Independent Director | Appointed Jul 14, 2025 | Not assigned to committees at appointment; compensated on same basis as other non-employee directors; no Item 404(a) transactions |
| Marine Products Corp. (NYSE: MPX) | Director | Appointed Jul 14, 2025 | Appointment announced by MPX; board led by Richard A. Hubbell |
Board Governance
- Independence: Appointed as an independent director; RES is a “controlled company” under NYSE rules and does not require a majority-independent board, but its Audit, HCMC, and a majority of Nominating members are independent .
- Committees: Audit, HCMC, Nominating, Executive; 2024 meetings: Board (6), Audit (6), HCMC (6), Nominating (4). Kolstad was not yet on RES’s committee roster in the 2025 proxy and had no committee assignments at appointment .
- Lead Independent Director: Jerry W. Nix served as LID and presided over executive sessions of non-management directors; executive sessions held regularly and at least twice annually .
- Attendance: 2024 disclosure notes each incumbent director attended at least 75% of meetings; Kolstad joined post-2024 proxy and thus is not covered in that period .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Member Cash Retainer | $75,000 | Paid quarterly in arrears; first quarterly installment prorated for first-time appointees |
| Annual Equity Retainer (fully vested common shares) | $50,000 | Under SIP; policy states equity retainers are not granted to directors elected in latter half of year |
| Lead Independent Director Fee | $10,000 | Annual fee |
| Audit Chair Fee / Member Fee | $20,000 / $6,000 | Annual fees |
| HCMC Chair Fee / Member Fee | $10,000 / $3,000 | Annual fees |
| Nominating Chair Fee / Member Fee | $6,000 / $2,000 | Annual fees |
- At appointment (Jul 14, 2025), RES disclosed Kolstad “will be compensated on the same basis as the other non-employee directors” .
Performance Compensation
Directors at RES receive fully vested share grants (not performance-based). For governance context on pay-for-performance, RES uses the following metrics for executive incentives:
| Metric | Threshold | Target | Maximum | Actual FY2024 Result |
|---|---|---|---|---|
| Operating Cash Flow (OCF) ($MM) | $80 | $100 | $170 | $13 (no bonus earned) |
- PSU design (executives): 3-year cumulative EBITDA with threshold at 75% of target (50% payout) and maximum at 120% (200% payout), subject to ±20% TSR modifier vs the Philadelphia Oil Services Sector; 2024 PSUs cliff-vest 12/31/2026; dividend equivalents accrue at target and true-up at vesting .
Other Directorships & Interlocks
- Marine Products Corporation (MPX) directorship creates a governance interlock among RPC/MPX (shared executives and board leaders), common in the Rollins-controlled group structure; RES discloses controlled-company status and related governance exemptions .
Expertise & Qualifications
- Petroleum engineering B.S.; decades of oilfield services operations and executive leadership, including as CEO of CARBO Ceramics; fits RES’s technical services footprint across pressure pumping, wireline, coiled tubing, downhole tools .
Equity Ownership
| Item | Detail |
|---|---|
| Initial Form 3 | Filed late July 2025 (Company site notes Form 3 Jul 29, 2025) |
| Form 4 grant | 8,814 shares of equity compensation reported as granted Aug 1, 2025; vest immediately |
| Director Stock Ownership Guidelines | Must beneficially own ≥3× annual equity retainer within five years of appointment; directors prohibited from selling company-granted stock for one year post-grant and until guideline compliance |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy |
Insider Trades
| Date | Type | Shares | Price/Value | Notes |
|---|---|---|---|---|
| Aug 1, 2025 | Director equity grant | 8,814 | N/A | Fully vested shares; immediate vesting per Form 4 |
Governance Assessment
- Independence and clean conflicts: Appointed as independent; Company disclosed no Item 404(a) related-party transactions or selection arrangements at appointment, supporting investor confidence on conflicts .
- Compensation alignment: Director comp is modest and equity-based (fully vested shares), with strong stock ownership guidelines and anti-hedging/pledging — positive alignment; note policy about no equity for late-year appointees, yet a Form 4 shows a grant of 8,814 shares in Aug 2025, indicating Board discretion or exception .
- Controlled company risk: RES is a controlled company (Rollins group >50% voting power) and relies on NYSE governance exemptions; while key committees are majority independent, control concentration may limit influence of independents — investors should monitor committee assignments for Kolstad and executive-session practices .
- Say-on-Pay signal: Substantial majority support in 2023; next vote in 2026 — indicates shareholder acceptance of pay framework; maintain watch on pay versus performance amid cyclical OCF pressures .
- Board capacity and attendance: 2024 attendance thresholds met by incumbents; Kolstad added post-proxy with strong industry credentials that complement technical services oversight .
Related Party Transactions (Kolstad-specific)
- RES disclosed none for Kolstad under Item 404(a) at appointment .
Compensation Committee Analysis (Context)
- HCMC Committee is independent members (Nix chair; Gunning; Wilson), uses Mercer for management input and market data; no tax gross-ups; clawback policy compliant with NYSE/SEC 10D-1; directors’ and executives’ stock ownership requirements in place — governance practices supportive of pay discipline .
Notes on RES Corporate Structure (Interlock Context)
- RES and Marine Products share executives and have disclosed related arrangements (e.g., joint aircraft LLC; cost-sharing services to Marine Products), overseen under Related Party Transactions policy by Nominating/Corporate Governance Committee; not specific to Kolstad but relevant to broader interlocks .