Patrick J. Gunning
Director at RES
Board
About Patrick J. Gunning
Independent director of RPC, Inc. (RES), age 65, serving since 2021. Former CFO of The Woodruff Arts Center (Nov 2020–Jun 2022) and retired Ernst & Young LLP partner after 39 years; BBA in Accountancy from the University of Notre Dame and CPA (Georgia). Core credentials: audit leadership, financial reporting, and risk oversight; designated Audit Committee Financial Expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Woodruff Arts Center | Chief Financial Officer | Nov 2020–Jun 2022 | Led nonprofit finance and controls |
| Ernst & Young LLP | Partner; Southeast FAAS Leader; Retail/CPG Industry Leader; Lead Audit Partner | 2002–Jun 2020 (EY); 1981–2002 (Arthur Andersen) | Audit leadership for public/private companies; assurance division leader |
| Arthur Andersen LLP | Partner; Assurance Division Leader | 1981–2002 | Audit and assurance leadership |
External Roles
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Marine Products Corporation | Director | 2021 | Audit committee service noted by Board; cross-board interlock with RES directors |
| Rollins, Inc. | Director | 2021 | Chairs audit committee at Rollins; interlocks with RES director group |
Board Governance
- Committee assignments: Audit Committee Chair; member, Human Capital Management & Compensation (HCMC) and Nominating & Corporate Governance (NCG) Committees .
- Independence: Board determined Gunning is independent under NYSE and SEC rules; Audit Committee comprised solely of independent directors .
- Attendance and engagement: All incumbent directors attended at least 75% of Board and committee meetings in 2024; meeting counts—Board: 6; Audit: 6; HCMC: 6; NCG: 4 .
- Board structure: Separate Executive Chairman, CEO, and Lead Independent Director; executive sessions of non-management/independent directors held at least twice annually .
- Controlled company: RES relies on NYSE controlled company exemptions; majority voting power concentrated in Rollins family group, which can determine director elections and significant transactions .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Board Member Cash Retainer ($) | $75,000 | $75,000 |
| Audit Committee Chair Fee ($) | $20,000 | $20,000 |
| HCMC Committee Member Fee ($) | $3,000 | $3,000 |
| NCG Committee Member Fee ($) | $2,000 | $2,000 |
| Total Cash Fees ($) | $100,000 | $100,000 |
| Annual Equity Grant ($) | $50,000 (fully vested shares) | $50,000 (fully vested shares) |
| Total Director Compensation ($) | $150,000 | $150,000 |
Notes:
- Non-Employee Director equity grants are issued as fully vested common shares (no options) under the Stock Incentive Plan; cash retainers paid quarterly .
- Director Stock Ownership Guidelines: must beneficially own ≥3x annual equity retainer within five years; sale of Company stock restricted for one year post-grant and until guideline compliance .
Performance Compensation
- No performance-based director pay; annual equity for directors is fully vested common shares, not PSUs/options .
- Company does not grant stock options; last options issued in 2003 (applies firm-wide) .
Other Directorships & Interlocks
| Relationship | Details | Governance Treatment |
|---|---|---|
| Cross-directorships | Gunning serves on Marine Products and Rollins boards alongside other RES directors (Bell, Nix, Wilson, Rollins family) | Board concluded these relationships do not impair independence, citing experience and independent means |
| Controlled group | Rollins family group controls >50% of voting power at RES; similar influence at Marine Products and significant stake at Rollins, Inc. | RES uses controlled company exemptions for committee independence requirements; Audit remains fully independent |
Expertise & Qualifications
- Audit Committee Financial Expert; accounting/financial management expertise per NYSE standards .
- Deep audit leadership, SEC/PCAOB familiarity, internal controls, disclosure oversight .
Equity Ownership
| Metric | Mar 1, 2024 | Feb 28, 2025 |
|---|---|---|
| Beneficially owned shares | 16,184 | 23,206 |
| Ownership % of outstanding | <1% | <1% |
| Pledged shares | Prohibited by Insider Trading Policy (hedging/pledging banned) | |
| Option holdings | None (directors receive fully vested shares) |
Shareholder Voting Signal (2025 Annual Meeting)
| Nominee | For | Withheld | Broker Non-Vote |
|---|---|---|---|
| Patrick J. Gunning | 190,701,014 | 4,623,031 | 6,994,319 |
Governance Assessment
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Strengths:
- Independent Audit Chair with audit expert designation; committee oversight covers ICFR, audit firm independence, policies (insider trading, anti-corruption), and ESG/cyber reporting .
- Director ownership guidelines and prohibition on hedging/pledging support alignment; clawback policy compliant with SEC/NYSE 10D-1 enhances accountability .
- Robust shareholder support for re-election (2025 vote) indicates confidence .
-
Risks/RED FLAGS:
- Controlled company status concentrates voting power; Rollins family control can determine board composition and major transactions—potential minority shareholder disenfranchisement .
- Related-party transactions with entities controlled by Rollins family (e.g., LOR, Inc.; ~$1.6M in 2024, ~$1.7M in 2023, $150K in early 2024) require ongoing scrutiny, though reviewed/approved by independent subcommittee .
- Equity plan governance: 2024 Stock Incentive Plan permits repricing of options without shareholder approval (though RES does not currently grant options), which is generally shareholder-unfriendly if used in future .
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Overall: Gunning’s audit expertise and independent status bolster board effectiveness in financial oversight. Interlocks within a controlled-company framework and recurring related-party dealings are structural governance risks; continued strong committee independence (especially Audit) and transparent approvals mitigate, but investors should monitor committee rigor and related-party oversight .