John F. Wilson
Director at RES
Board
About John F. Wilson
Independent director at RPC, Inc. (RES), age 67, serving on the Board since 2022; currently Executive Chairman of Rollins, Inc. (effective January 1, 2025). Wilson’s background includes senior operating roles at Rollins and Orkin, with public company governance experience and “financially literate” status for audit oversight; education is not disclosed in the proxy. He is designated independent by RPC and serves on three key committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rollins, Inc. | Executive Chairman | Jan 1, 2025–present | Public company leadership; board oversight |
| Rollins, Inc. | Vice-Chairman | 2020–2024 | Strategic oversight |
| Rollins, Inc. | President & COO | 2013–2020 | Operations leadership |
| Rollins, Inc. | Vice President | 2011–2013 | Senior management |
| Orkin, LLC (Rollins subsidiary) | President | 2009–2013 | Business operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Marine Products Corporation | Director | Current | RPC notes current service |
| Professional Pest Management Association | Vice Chairman | Since 2011 | Industry leadership |
| The Carter Center | Board of Councilors, Member | Since 2015 | Civic/NGO governance |
Board Governance
- Committees: Audit (member), Human Capital Management & Compensation (member), Nominating & Corporate Governance (member). Not a committee chair.
- Meetings held in 2024: Board (6), Audit (6), Human Capital Management & Compensation (6), Nominating & Corporate Governance (4).
- Attendance: Each incumbent director attended at least 75% of the aggregate Board and committee meetings in 2024; all directors attended the prior Annual Stockholders Meeting.
- Independence: RPC lists Wilson as an independent director; Audit Committee comprises independent directors, and Wilson is “financially literate” (others are designated audit committee financial experts).
- Lead Independent Director: Jerry W. Nix; executive sessions of non-management and independent directors occur regularly, at least twice annually.
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Board member cash retainer | 75,000 | Annual cash retainer for directors |
| Audit Committee member fee | 6,000 | Annual member retainer |
| Human Capital Mgmt & Compensation Committee member fee | 3,000 | Annual member retainer |
| Nominating & Corporate Governance Committee member fee | 2,000 | Annual member retainer |
| Total cash fees earned (2024) | 86,000 | Sum matches Director Compensation table |
| Equity retainer (fully vested common shares) | 50,000 | Granted under 2024 Equity Stock Incentive Plan; fully vested at grant |
| Option awards | 0 | RPC does not currently grant options to directors |
| Total 2024 director compensation | 136,000 | Per Director Compensation table |
- Non-Employee Director Stock Ownership Guidelines: Own at least 3× annual equity retainer within five years of appointment; cannot sell granted shares for one year and until compliant.
Performance Compensation
| Performance-Linked Elements (Director) | Disclosure | Notes |
|---|---|---|
| Annual incentive/bonus tied to metrics | None disclosed | Director pay program comprises cash retainers and fully vested stock; no director performance metrics are disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Rollins, Inc. | Executive Chairman | RPC notes multiple RPC directors also on Rollins board (Gunning, Bell); Rollins family entities control >40% of Rollins; Wilson is Exec Chairman at Rollins, indicating network ties. |
| Marine Products Corporation | Director | Several RPC directors (Nix, Bell, Gunning, Kreisler, Palmer, Rollins family) serve on Marine Products’ board; RPC is a “controlled company.” |
| 255 RC, LLC (aircraft JV between RPC and Marine Products) | — | Related-party structure; RPC recorded ~$230k net operating costs in 2024. |
Expertise & Qualifications
- Business management and public company expertise via senior leadership at Rollins and Orkin; currently Exec Chairman of Rollins.
- Financial literacy for Audit Committee service (not designated audit committee financial expert).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| John F. Wilson | 17,206 | Less than 1% (**) | No restricted stock disclosed for Wilson in table; outstanding shares were 216,052,632 as of Feb 28, 2025. |
- Hedging/Pledging: Prohibited under RPC’s Insider Trading Policy; applies to directors.
- Ownership guidelines (director): 3× annual equity retainer within five years; individual compliance status not disclosed.
Governance Assessment
- Strengths:
- Independent director serving on Audit, Compensation, and Nominating committees; “financially literate” for audit oversight. Attendance expectations met; board held regular executive sessions.
- Transparent director pay structure with modest cash retainers and fully vested stock; no options; hedging and pledging prohibited; ownership guidelines promote alignment.
- Watch items / red flags:
- Audit Committee notes Wilson is not an “audit committee financial expert” (he is financially literate), which may limit depth of financial expertise relative to peers.
- Extensive interlocks with boards of Rollins and Marine Products alongside a Rollins family control group; RPC uses NYSE “controlled company” exemptions for committee independence—potential influence risks despite board’s independence conclusion.
- Related-party transactions with LOR, Inc. (Rollins family controlled) approved via governance processes; Wilson not named in these transactions, but oversight remains critical.
- Shareholder inputs:
- Say-on-Pay (executive) advisory vote in April 2023 received substantial support; next triennial vote in 2026 (signals general investor acceptance of compensation approach).