Richard A. Hubbell
RPCAbout Richard A. Hubbell
Richard A. Hubbell, age 80, is Executive Chairman of RPC, Inc. (RES) and has served on the Board since 1987; he was President from 1987 and CEO from 2003 until May 17, 2022. He holds a B.A. in Economics from Westminster College and previously served as Executive Vice President of Rollins Communications, Inc., joining Rollins, Inc. in 1970. RPC’s 2024 performance reflected a cyclical downturn: revenues declined to $1.4B and diluted EPS to $0.43, while net income was $91.4M and operating cash flow was $349.4M; the company remained debt-free and ended 2024 with over $325M in cash. Over the five-year period ending 2024, RPC’s TSR tracked its peer group closely, while 2024 OCF (as defined for incentives) was $13M, below threshold, resulting in zero annual incentive payout for executives.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RPC, Inc. | Executive Chairman of the Board | Since May 17, 2022 | Chairs Board, sets agendas, presides over meetings; continuity after long CEO tenure. |
| RPC, Inc. | President | 1987–May 17, 2022 | Led growth; deep institutional and industry knowledge. |
| RPC, Inc. | Chief Executive Officer | 2003–May 17, 2022 | Oversaw operations and strategy; transitioned to Exec Chairman in 2022. |
| Marine Products Corporation | Executive Chairman of the Board | Current | Oversight at affiliate; cross-company leadership synergies. |
| Marine Products Corporation | President & CEO | Since 2001 (prior role) | Led operating performance and value creation. |
| Rollins Communications, Inc. | Executive Vice President | Prior to RPC; joined Rollins, Inc. in 1970 | Media/operations leadership; foundational corporate experience. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Marine Products Corporation | Executive Chairman of the Board | Current | Previously President & CEO; continuing board leadership. |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 Set (Effective 1/1/2025) |
|---|---|---|---|---|
| Base Salary ($) | $668,750 | $500,000 | $500,000 | $515,000 |
| Stock Awards ($, grant-date fair value) | $670,500 | $720,000 | $816,600 | — |
| Non-Equity Incentive Comp ($) | $750,000 | $640,000 | $0 | — |
| All Other Compensation ($) | $49,110 | $33,690 | $35,100 | — |
| Total Compensation ($) | $2,138,360 | $1,893,690 | $1,351,700 | — |
Notes: 2024 “All Other” includes 401(k) match, automobile benefits and club dues/insurance/gas costs.
Performance Compensation
Annual Cash Incentive (2024)
| Component | Metric | Weighting | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| Annual Incentive | Operating Cash Flow (OCF = EBITDA – cash capex; discretionary adjustments as approved) | 100% | $80M (50%) | $100M (100%) | $170M (200%) | $13M; EBITDA $233M; Capex $220M | 0% (below threshold) |
Target award opportunity for Richard A. Hubbell was 100% of base salary ($500,000).
Long-Term Incentive – RSAs and PSUs (2024 grants)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics | Key Terms |
|---|---|---|---|---|---|---|
| RSAs | 4/23/2024 | 80,000 | $642,400 | Ratable over 3 years; full voting & dividends; non-transferable until vest | N/A | Immediate vesting upon death or change-in-control; forfeiture if departure (except disability/retirement at 65). |
| PSUs (Target) | 4/23/2024 | 20,000 | $174,200 | 3-year cliff vest; performance period ends 2026 | 3-Year Cumulative EBITDA (75% → 50% payout; 120% → 200% payout); TSR modifier ±20% vs Philadelphia Oil Services Sector | Death/disability/change-in-control: vest at 100% of target, without TSR adjustment; dividend equivalents accrue at target, paid on vest. |
Outstanding and Vested Equity (as of 12/31/2024)
| Category | Count/Value |
|---|---|
| Unvested RSAs | 282,187 shares; market value $1,676,191 at $5.94/share |
| Unearned PSUs (as presented) | 29,375 units; market/payout value $174,488 at $5.94/share |
| Stock Vested in 2024 | 80,300 shares vested; value realized $581,048; no option exercises |
RSA/PSU Vesting Schedule Detail (Richard A. Hubbell)
| Type | Shares | Grant Date | Date Fully Vested |
|---|---|---|---|
| RSA | 15,000 | 1/22/2019 | 1/22/2025 |
| RSA | 40,000 | 1/28/2020 | 1/28/2026 |
| RSA | 60,000 | 1/26/2021 | 1/26/2027 |
| RSA | 45,000 | 5/18/2022 | 1/26/2027 |
| RSA | 42,187 | 1/24/2023 | 1/24/2027 |
| RSA | 80,000 | 4/23/2024 | 1/23/2027 |
| PSU | 9,375 (threshold presentation) | 1/24/2023 | 1/24/2025 |
| PSU | 20,000 (target) | 4/23/2024 | 1/23/2026 (per table); program states end-2026 cliff |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 3,196,462 shares (1.5% of outstanding); includes 273,459 RSAs |
| Ownership Guidelines | Exec Chairman required to hold 4× base salary; counts unvested RSAs; must retain ≥20% of future awards |
| Hedging/Pledging | Prohibited for directors and officers |
| Options | Company has not issued options since 2003; none outstanding for NEOs |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | No employment contracts, severance guarantees, or guaranteed incentive/bonus arrangements (beyond annual incentives and equity grants) |
| Change-in-Control (CIC) | RSAs fully vest; PSUs intended to pay out same as death/disability, i.e., at 100% of target without TSR modifier; as of 12/31/2024, Hubbell’s CIC unrealized value of unvested equity: $1,850,678 (PSUs 29,375; RSAs 282,187) at $5.94/share |
| Clawback | NYSE-compliant clawback policy for erroneously awarded incentive-based compensation upon restatements |
| Deferred Compensation (SRP) | Plan terminated in 4Q 2024; balances paid 12–24 months post-termination; Hubbell balance $615,839 with $59,054 2024 earnings |
| Perquisites | Company-provided automobile (incl. insurance/gas), club dues; personal aircraft usage permitted for Exec Chairman; 2024 “All Other” itemization includes auto costs and club dues |
Board Governance
| Role | Committee Memberships | 2024 Meetings | Independence |
|---|---|---|---|
| Executive Chairman of the Board | Chairman, Executive Committee; Board Chair (C); not listed on Audit/Human Capital Mgmt & Compensation/Nominating & Governance | Board: 6; Audit: 6; HCM & Comp: 6; Nominating & Governance: 4; Executive Committee: actions by written consent: 3 | Non-independent director |
- Leadership structure separates Executive Chairman (Hubbell), CEO (Ben Palmer), and Lead Independent Director (Jerry W. Nix), with the Lead Independent Director presiding over executive sessions and liaising with management.
- Controlled company: a control group holds >50% voting power; as such, NYSE independence requirements for majority-independent board and fully independent nominating/compensation committees do not fully apply.
- Attendance: each incumbent director attended at least 75% of aggregate Board and committee meetings; non-management/independent directors hold executive sessions at least twice annually.
- Director compensation: employees (including Hubbell) receive no additional pay for Board service.
Compensation Structure Analysis
- Mix and philosophy: Pay-for-performance with majority at-risk via annual cash incentives and long-term equity; no targeted market percentile; discretion limited, with Committee generally avoiding waivers even in difficult cycles.
- Shift toward PSUs: Since 2023, PSUs with 3-year performance and TSR modifier were added to enhance alignment and retention; 2024 grants were 80% RSAs/20% PSUs (2025 mix moved to 75%/25%).
- Performance metrics: 2024 annual incentive based solely on OCF; PSUs based on 3-year cumulative EBITDA with relative TSR overlay.
- Governance safeguards: Hedging/pledging prohibited; robust ownership guidelines; NYSE-compliant clawback policy.
- Consultant usage: Committee did not retain a compensation consultant; management engaged Mercer (advisory only; no direct recommendations to Committee).
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: Substantial majority approval at April 2023 meeting; frequency set at every three years; next advisory vote in 2026.
Related Party Transactions and Control
- Controlled-company structure with Rollins family affiliates holding ~58.4% voting power; large holders include LOR, Inc. and related entities.
- Related party transactions include ~$1.6M in 2024 payments to LOR-affiliated companies for parts and repair; reviewed/approved under related party policy by Nominating & Governance Committee (or independent subcommittee).
Performance & Track Record
- 2024 outcomes: Revenues $1.4B; net income $91.4M; OCF (as defined for incentives) $13M; operating cash flow $349.4M; debt-free with >$325M cash; strategic focus on disciplined asset upgrades, new products, and assessed acquisitions.
- TSR alignment: Company TSR moved broadly in line with peer group over five years ending 2024.
Equity Ownership & Director Statistics
| Holder | Shares | Notes |
|---|---|---|
| Richard A. Hubbell | 3,196,462 (incl. 273,459 RSAs) | 1.5% of outstanding shares |
Investment Implications
- Pay-for-performance is intact: 2024 cash bonus paid zero due to OCF below threshold, demonstrating discipline; PSU design ties payouts to multi-year EBITDA with relative TSR; RSAs vest ratably, supporting retention.
- Upcoming vesting and potential supply: Significant RSA tranches vest annually through 2027 (e.g., 80,000 RSAs from 2024 grant), and PSUs from 2023 and 2024 cycles, which can influence insider liquidity; hedging/pledging bans and ownership retention requirements help mitigate selling pressure.
- Change-in-control economics are modest and equity-based: No severance contracts; RSAs accelerate and PSUs pay at target without TSR adjustment at CIC; Hubbell’s unvested equity implied CIC value ~$1.85M at 12/31/24.
- Governance risk profile: Controlled-company status reduces independence requirements; dual role as Executive Chairman + director is counterbalanced by a Lead Independent Director structure and committee independence, but investor vigilance on related party oversight remains prudent.