Michael L. Schmit
Vice President, Chief Financial Officer, Treasurer and Corporate Secretary at RES
Executive
About Michael L. Schmit
Michael L. Schmit is Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of RPC, Inc. (RES) since May 17, 2022; he also holds the same roles at Marine Products Corporation, bringing prior senior accounting leadership at Schweitzer‑Mauduit International and Chart Industries, plus earlier finance roles at Georgia‑Pacific and public accounting experience with Ernst & Young in the U.S. and Australia; he holds a B.S. in Business Administration (Accounting) from the University of Nebraska and is a CPA with related professional designations . In 2024 RPC reported $1.4B revenue and EPS of $0.43, remained debt‑free, ended with over $325M cash and generated ~$350M GAAP operating cash flow; however, the compensation performance metric (OCF = EBITDA minus cash capex) was $13M, below threshold, driving zero annual bonuses for NEOs; company TSR over the five‑year horizon showed value of initial $100 investment at 119 vs peer group 117 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RPC, Inc. | Vice President, Chief Financial Officer, Treasurer and Corporate Secretary | Since 2022 | Senior finance leadership; Corporate Secretary responsibilities |
| Marine Products Corporation | Vice President, Chief Financial Officer, Treasurer and Corporate Secretary | Since 2022 | Dual‑hat CFO/Secretary across affiliated public company |
| Schweitzer‑Mauduit International, Inc. | Chief Accounting Officer | Since 2019 | Global performance materials engineering/manufacturing; enterprise accounting leadership |
| Chart Industries, Inc. | Chief Accounting Officer and Controller (2019/2018); Corporate Controller (2017) | 2017–2019 | Global manufacturer in clean energy and industrial gas; controllership across engineered equipment |
| Georgia‑Pacific, LLC | Finance and risk management roles | Not disclosed | Corporate finance and risk management experience |
| Ernst & Young | Public accounting (U.S. & Australia) | Not disclosed | Audit and advisory background across geographies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Marine Products Corporation | Vice President, Chief Financial Officer, Treasurer and Corporate Secretary | Since 2022 | Concurrent public company CFO role |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $186,460 | $300,000 | $340,000 | $350,200 (effective Jan 1, 2025) |
| Target Bonus % of Base | Not disclosed | Not disclosed | 70% | Similar plan structure as 2024 (design set) |
| Target Bonus ($) | Not disclosed | Not disclosed | $238,000 | Not disclosed |
| Actual Bonus Paid ($) | $315,000 | $268,800 | $0 | Not disclosed |
| Perquisites ($) | $5,310 | $11,030 | $29,930 (401k match $15,520; auto allowance $14,400) | Not disclosed |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Operating Cash Flow (EBITDA – cash capex; non‑GAAP) | 100% | $80M (50%) | $100M (100%) | $170M (200%) | $13M | 0% (no bonus) |
OCF computed as EBITDA $233M minus cash capex $220M = $13M .
Equity Awards (Grants in 2024)
| Award Type | Grant Date | Share/Unit Count | Fair Value ($) | Vesting | Performance Conditions | Payout Mechanics |
|---|---|---|---|---|---|---|
| RSAs | 4/23/2024 | 45,000 | $361,350 | Ratable over 3 years; first anniversary from grant; voting and dividends; no sale/transfer/pledge until vest; accelerated on death or change‑in‑control | ||
| PSUs (target) | 4/23/2024 | 11,250 | $97,988 | Cliff vest 12/31/2026; forfeiture upon termination (except death/disability/change‑in‑control) | 3‑Year Cumulative EBITDA (threshold 75%→50% payout; max 120%→200% payout) plus ±20% TSR modifier vs Philadelphia Oil Services Sector; no voting; dividend equivalents accrue at target and true‑up at vest | Death/disability/change‑in‑control: immediate vest at 100% of target; no TSR modifier |
Equity Awards (Prior Grants Reference)
| Award Type | Grant Date | Share/Unit Count | Vesting/Notes |
|---|---|---|---|
| RSAs | 1/24/2023 | 25,875 | Vest one‑fourth per year beginning first anniversary |
| PSUs (threshold shown) | 1/24/2023 | 5,750 | 3‑year performance cycle; threshold disclosed; TSR modifier applicable |
Equity Ownership & Alignment
| Category | As of 12/31/2024 |
|---|---|
| Total Beneficial Ownership (shares) | 167,599 (includes 132,650 RSAs) |
| Ownership % of Shares Outstanding | Less than 1% (216,052,632 shares outstanding) |
| Unvested RSAs (shares) | 91,875 |
| Unvested PSUs (units) | 17,000 (threshold for 2023; target for 2024) |
| Options (exercisable/unexercisable) | None outstanding; no option grants since 2003 |
| Pledging/Hedging | Prohibited for executives and directors |
| Stock Ownership Guidelines | CFO required to hold 3x base salary; 5‑year compliance period; includes unvested RSAs; retain minimum 20% of future awards |
Employment Terms
| Provision | Detail |
|---|---|
| Employment start date (CFO) | May 17, 2022 |
| Employment agreements | None; no guaranteed severance or compensation arrangements |
| Severance provisions | None; SRP terminated; balances paid 12–24 months post‑termination (no balance for Schmit) |
| Change‑in‑Control | Immediate vesting of all unvested RSAs; PSUs intended to pay out at 100% of target, no TSR adjustment |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed |
| Clawback policy | SEC‑compliant NYSE Rule 10D‑1 clawback for incentive compensation upon material restatement |
| Insider trading | Policy prohibits hedging/pledging; filed as exhibit to 2024 Form 10‑K |
Performance Compensation Structure Analysis
- Pay‑for‑performance alignment: 2024 annual cash incentive tied solely to OCF failed to meet threshold ($13M vs $80M), resulting in zero bonuses; RSAs/PSUs continue to anchor long‑term equity with performance/retention balance .
- Shift and mix: 2024 equity awards weighted ~80% RSAs/20% PSUs; adjusted to 75%/25% in 2025, increasing performance‑linked PSU weight modestly while maintaining retention RSAs .
- Performance metrics: PSUs use 3‑Year Cumulative EBITDA with relative TSR modifier vs sector, adding market‑based discipline to financial targets; dividend equivalents accrue but only pay on vest .
- Governance features: No tax gross‑ups; clawback policy; prohibition on hedging/pledging; strong stock ownership guidelines (CFO 3x salary, 5‑year horizon) .
Related Party and Governance Context
- Controlled company: Rollins family control group >50% voting power; exemptions from certain NYSE committee independence requirements, though compensation committee is comprised of independent directors .
- Related party transactions: Purchases from entities controlled by LOR, Inc. (~$1.6M in 2024); corporate aircraft LLC co‑owned with Marine Products; all transactions reviewed/approved per policy .
- Section 16 compliance: All required insider ownership reports timely filed in 2024 .
Investment Implications
- Retention and selling pressure: Material unvested RSAs (91,875 shares) vest ratably through 2027 and PSUs cliff‑vest on 12/31/2026, creating periodic vest‑related supply risk but hedging/pledging is prohibited; change‑in‑control accelerates vesting at target, potentially increasing near‑term supply in such scenarios .
- Alignment and risk: Zero 2024 bonus under strict OCF target supports pay discipline; PSU design ties payouts to cumulative EBITDA plus relative TSR, balancing internal execution and market performance; no employment/severance guarantees lowers fixed cost but may heighten exit risk in downcycles; clawback enhances governance .
- Ownership skin‑in‑the‑game: Beneficial ownership <1% with significant unvested equity and a 3x salary ownership guideline over five years; actual compliance status not disclosed, but policy counts unvested RSAs toward requirements, supporting alignment over time .
- Company backdrop: 2024 saw revenue decline and margin pressure amid competitive oilfield services, yet debt‑free balance sheet and >$325M cash position provide strategic flexibility; these conditions influence incentive outcomes and capital allocation levers under Schmit’s finance leadership .