Jerry W. Nix
Lead Independent Director at RES
Board
About Jerry W. Nix
Jerry W. Nix (age 79) is Lead Independent Director at RPC, Inc. (RES) and has served on the Board since 2020 . He is the former Vice Chairman, Executive Vice President, and Chief Financial Officer of Genuine Parts Company, an auditor at Ernst & Young, and a U.S. Air Force pilot; he holds BS degrees in Education (Mississippi State) and Accounting (University of Florida) and currently serves on Marine Products Corporation’s Board . He is classified as an independent director at RES .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genuine Parts Company | Vice Chairman | 2005–2013 | Senior financial leadership |
| Genuine Parts Company | CFO | 2000–2013 | Corporate finance oversight |
| Genuine Parts Company | EVP | 2000–2005 | Executive management |
| Ernst & Young | Auditor | 1974–1978 | Public accounting experience |
| U.S. Air Force | Pilot | 1968–1974 | Leadership and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marine Products Corporation | Director | Since 2020 | Cross-board interlock with RES directors |
Board Governance
- Lead Independent Director; presides over executive sessions, liaises between Executive Chairman/CEO and independent directors, and is available for stockholder communications (mailing address published) .
- Committee assignments (2024): Chair, Human Capital Management & Compensation; Chair, Nominating & Corporate Governance; Member, Audit; Member, Board of Directors .
- Independence: RES is a “controlled company” under NYSE rules; Nix is one of four current independent directors and is deemed an Audit Committee Financial Expert .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; all attended last year’s Annual Meeting .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Board of Directors | Member | 6 |
| Audit Committee | Member | 6 |
| Human Capital Management & Compensation | Chair | 6 |
| Nominating & Corporate Governance | Chair | 4 |
Fixed Compensation
| Component (2024) | Amount (USD) | Basis |
|---|---|---|
| Board cash retainer | $75,000 | Non-Employee Director program |
| Lead Independent Director retainer | $10,000 | Program |
| HCM & Compensation Chair fee | $10,000 | Program |
| Nominating & Governance Chair fee | $6,000 | Program |
| Audit Committee member fee | $6,000 | Program |
| Cash fees subtotal | $107,000 | Director compensation table (fees earned) |
| Equity grant (fully vested common shares) | $50,000 | Annual director equity retainer |
| Total (cash + equity) | $157,000 | Director compensation table (total) |
Stock ownership guidelines for Non‑Employee Directors: 3× annual equity retainer within five years; sale restrictions until guideline met; no hedging/pledging under Insider Trading Policy .
Performance Compensation
Directors receive fully vested common shares annually; no options are granted (company-wide, no options issued since 2003) .
| Equity Feature | Detail |
|---|---|
| Instrument | Fully vested common shares under the Stock Incentive Plan |
| Grant value | $50,000 per year (2024) |
| Vesting | Fully vested at grant (director awards) |
| Options | None; stock options not issued since 2003 |
| Performance metrics | None disclosed for director equity grants |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Marine Products Corporation | Director | Several RES directors also serve on Marine Products; Board determined such relationships do not impair independence of independent directors |
- Nonmaterial relationships noted: Independent directors (including Nix) serve on Marine Products; Board concluded independence not impaired based on experience, character, and means .
Expertise & Qualifications
- Audit Committee Financial Expert designation; accounting/financial management expertise per SEC/NYSE standards (all Audit members except John F. Wilson) .
- Former CFO and Vice Chairman with deep risk oversight and strategic finance background .
- Lead Independent Director responsibilities and stockholder communication process explicitly codified .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 16,206 |
| Ownership as % of outstanding | Less than 1% (company notation **) |
| Shares outstanding (Feb 28, 2025) | 216,052,632 |
| Director stock ownership guideline | ≥3× annual equity retainer within five years |
| Hedging/pledging | Prohibited by policy |
Insider Trades (recent)
| Date | Filing/Type | Shares | Notes | Source |
|---|---|---|---|---|
| Apr 25, 2025 | Stock Award (Grant) | 9,882 | Annual director equity grant reported as award at $0.00 per share | |
| Apr 25, 2025 | Stock Award (Grant) | 9,882 | Matching disclosure of most recent trade | |
| Apr 29, 2025 | Form 4 filed | — | Company Section 16 page lists Nix’s Form 4 |
Compensation Committee Analysis
- Composition: Independent directors only (Nix—Chair; Gunning; Wilson) .
- Mandate: Reviews executive pay philosophy/strategy; approves goals/objectives; oversees director compensation and stock ownership guidelines; administers incentive/equity plans .
- Consultants: Committee has authority to retain advisors but did not retain compensation consultants; management used Mercer for market input/design and shared with Committee; Mercer did not provide services >$120,000 and did not advise the Committee directly .
- Pay design: No targeted market percentile; awards emphasize OCF-based annual cash incentives and RSAs/PSUs with 3‑year cumulative EBITDA and TSR modifier for executives; directors receive fixed cash and fully vested equity .
Related Party Transactions and Conflicts
- Controlled company: A Rollins-family control group holds >50% voting power; RES relies on NYSE controlled company exemptions (nominating and compensation committees not required to be fully independent) .
- Related party transactions: ~$1.6 million paid in 2024 to LOR, Inc.‑related companies (Rollins family controlled) for parts/repair; reviewed and pre‑approved/ratified under the Nominating & Corporate Governance Committee charter by independent subcommittee as required; RPC asserts terms are at least as favorable as third‑party .
- Approval process: Related party transactions must be reviewed/approved by Nominating & Corporate Governance Committee or an independent subcommittee thereof .
- Nix’s role: As Chair of Nominating & Corporate Governance, Nix oversees the related-party approval framework—mitigating conflict risk through independent oversight .
Say‑on‑Pay & Shareholder Feedback
- 2023 Say‑on‑Pay: Substantial majority approved; RES holds Say‑on‑Pay every three years (next in 2026); Committee considers outcomes in pay decisions .
Governance Risk Indicators
- Clawback: Board adopted policy aligned with SEC Rule 10D‑1/NYSE rules; recovery of erroneously awarded incentive compensation after restatements .
- Hedging/pledging: Prohibited for directors/officers .
- Attendance and engagement: Minimum 75% meeting attendance achieved by incumbent directors in 2024; Nix presides over executive sessions as Lead Independent Director .
- Audit oversight: Nix sits on Audit; Audit members (except Wilson) are financial experts; Grant Thornton LLP auditor since 2004; 2024 audit fees $1,247,100 .
Governance Assessment
- Strengths: Independent Lead Director role with defined stockholder communication channel ; Nix’s deep CFO experience and Audit Committee Financial Expert status ; Formal related‑party review process with independent oversight ; Clear clawback and anti‑hedging/pledging policies .
- Watch items: Controlled company exemptions mean committees need not be fully independent; ongoing related‑party transactions with LOR, Inc. necessitate robust independent review—Nix’s chair role is a positive mitigant but concentration of control remains a structural governance risk .
- Director pay alignment: Simple cash+fully vested equity structure with stock ownership guidelines promotes alignment; Nix received $107k cash and $50k equity in 2024; no options or performance metrics for director equity .
References: ; Insider trades: