Stephen E. Lewis
RPCAbout Stephen E. Lewis
Stephen E. Lewis (58) is an independent director nominee to RPC, Inc. (RES), with a legal and leadership background as former Chair & CEO of Troutman Pepper (2020–2023) and Managing Partner & CEO of Troutman Sanders (2016–2020); he retired at year-end 2024. He holds a BS in Business Administration (Accounting concentration) and a JD from the University of North Carolina at Chapel Hill, and was nominated on January 28, 2025 to stand for election; if elected, he will serve as an independent director for a one-year term under the now declassified board structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Troutman Pepper | Chair & Chief Executive Officer | 2020–2023 | Led combined Am Law firm post-merger; retired end of 2024 . |
| Troutman Sanders (predecessor) | Managing Partner & CEO | 2016–2020 | Firm leadership across professional services and multiple industries . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piedmont Office Reality Trust, Inc. | Director | Appointed recently (as disclosed) | Public company board seat (REIT) . |
| UNC School of Law Alumni Association | Board of Directors & Nominating Committee | Current | Governance and nominations oversight . |
| Metro Atlanta Chamber of Commerce | Executive Committee & Finance Committee | Prior service | Regional business leadership . |
| Leadership Atlanta | Chair of Board of Trustees | Prior service | Civic leadership . |
| Junior Achievement of Georgia | Executive Committee | Prior service | Youth economic education . |
| UNC–Chapel Hill | Board of Visitors | Prior service | University advisory role . |
| Metro Atlanta YMCA | Board of Directors | Prior service | Community/non-profit governance . |
Board Governance
- Status: Independent director nominee; if elected, he will be classified as independent under NYSE and company guidelines .
- Committee assignments: Not yet assigned; current 2024 committee memberships do not list him (he was nominated for 2025) .
- Board structure and meetings: The board is declassified beginning with the 2025 meeting; 2024 meetings held—Board (6), Audit (6), Human Capital Management & Compensation (6), Nominating & Corporate Governance (4); Executive Committee acted by written consent (3) .
- Attendance expectations: Directors are expected to attend all meetings and the annual meeting; each incumbent met at least 75% attendance in 2024 and attended the 2024 annual meeting .
- Lead Independent Director and executive sessions: Lead Independent Director (Jerry W. Nix) presides over executive sessions; non-management directors meet in executive session at least twice annually .
- Controlled company: RES uses NYSE “controlled company” exemptions (not required to have majority independent board or fully independent nominating/comp committees), but maintains charters; independence and related-party oversight policies are formalized .
- Cybersecurity oversight: Delegated to Audit Committee with quarterly updates and experienced risk oversight members .
Fixed Compensation
- Program: No changes for 2025 to the Non-Employee Director Compensation Program; cash and equity components mirror 2024 .
- Structure: Annual cash retainer ($75,000), annual equity retainer ($50,000 fully vested shares), committee chair/member fees as below .
| Board/Committee | Annual Chair Retainer ($) | Board Member Cash Retainer ($) | Annual Equity Retainer ($) | Committee Member Annual Cash Retainer ($) |
|---|---|---|---|---|
| Board of Directors | — | 75,000 | 50,000 | — |
| Lead Independent Director | 10,000 | — | — | — |
| Audit Committee | 20,000 | — | — | 6,000 |
| Human Capital Mgmt & Compensation Committee | 10,000 | — | — | 3,000 |
| Nominating & Corporate Governance Committee | 6,000 | — | — | 2,000 |
Notes:
- Equity awards for directors are fully vested at grant; new directors appointed late-year may not receive equity retainers that year .
- 2024 total compensation by incumbent directors ranged from $125,000 to $157,000 depending on committee roles; Lewis was not yet a director in 2024 .
Performance Compensation
- Non-employee directors do not have performance-based pay; equity grants are fully vested common shares and not tied to metrics .
Other Directorships & Interlocks
- Current public company board: Piedmont Office Reality Trust, Inc. (REIT) .
- Interlocks/context: Several RES independent directors concurrently serve on Marine Products Corporation and Rollins, Inc.; the board’s Independence Guidelines concluded those relationships do not impair independence. Lewis is a new nominee and not listed among those interlocks in the proxy .
- Related-party transaction oversight: Nominating & Corporate Governance Committee (or an independent subcommittee) pre-approves and oversees related-party transactions; 2024 transactions (e.g., with LOR, Inc.-affiliated entities) were reviewed and approved under chartered policies .
Expertise & Qualifications
- Legal and executive leadership: Former Chair & CEO of major law firm; extensive governance and professional services leadership .
- Industry exposure: Expertise cited in professional/business services, real estate, manufacturing, transportation/logistics, and retail; international business experience .
- Education: BS in Business Administration (Accounting concentration) and JD, UNC–Chapel Hill; Georgia Bar member since 1991 .
Equity Ownership
- Beneficial ownership: As of Feb 28, 2025, Lewis beneficially owned zero RES shares (new nominee) .
- Director stock ownership guidelines: Non-employee directors must beneficially own, within five years, RES common stock equal to at least 3× annual equity retainer; directors may not sell company-granted stock for one year post-grant and until in compliance .
- Hedging/pledging: Company policy prohibits hedging or pledging of company securities by directors .
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Stephen E. Lewis | — | — |
Governance Assessment
- Strengths: Independent nominee with substantial board and executive leadership experience; adds legal, governance, and real estate expertise; expected to meet independence standards and bolster oversight in a controlled-company context .
- Alignment: Director ownership guidelines and prohibition on hedging/pledging support alignment; program clarity on fees avoids pay complexity for directors .
- Potential conflicts/red flags: RES is a NYSE “controlled company” with significant voting control by the Rollins family group; related-party transactions exist with entities affiliated with the control group (e.g., LOR, Inc.). Oversight is handled via independent committee/subcommittee, but concentration of voting power remains a structural governance risk; Lewis is not identified as connected to those entities in the proxy .
- Attendance and engagement: 2024 attendance standards met by incumbents; as a new nominee, Lewis’s attendance record will be observable post-election .