Susan R. Bell
RPCAbout Susan R. Bell
Independent director at RPC, Inc. (RES) since 2021; age 62 as of February 28, 2025. Retired Partner at Ernst & Young LLP after a 36-year career in public accounting; started at Arthur Andersen in 1984 (audit partner 1996–2002), later led EY’s Southeast Risk Advisory practice and served as Atlanta Office Managing Partner. Holds a Bachelor of Professional Accountancy (summa cum laude) from Mississippi State University; Certified Public Accountant in Georgia and Tennessee. Currently serves on audit committees across four public companies, including RES; Board determined this does not impair her effectiveness.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen LLP | Audit partner; earlier audit roles | 1984–2002 | Audit partner from 1996–2002; foundational audit experience |
| Ernst & Young LLP | Audit & advisory partner; Southeast Risk Advisory Leader; Atlanta Office Managing Partner | 2002–2020 | Led risk advisory; office leadership and client service across audit/advisory |
External Roles
| Organization | Role | Committee Positions |
|---|---|---|
| Marine Products Corporation | Director | Audit Committee member |
| Rollins, Inc. | Director | Audit Committee Chair |
| First Advantage Corporation | Director | Audit Committee Chair; Compensation Committee member |
- The Board explicitly noted Bell’s simultaneous service on audit committees of four public companies (RES, Marine Products, Rollins, First Advantage) and determined it does not impair her effectiveness.
Board Governance
- Committee assignments at RES: Audit Committee member; Audit Committee met 6 times in 2024; Board met 6 times.
- Independence: RES is a “controlled company” under NYSE rules; Bell is classified as an independent director; Audit Committee comprises four independent directors; Board determined Bell is an Audit Committee Financial Expert.
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting.
- Lead Independent Director: Jerry W. Nix (not Bell).
- Executive sessions: Non-management directors meet without management at least twice annually per Corporate Governance Guidelines.
- ESG oversight relevant to audit: Audit Committee oversees cybersecurity risk management program and ESG disclosure controls.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Member Cash Retainer (2024 program) | $75,000 | Paid quarterly in arrears |
| Audit Committee Member Retainer (2024 program) | $6,000 | Paid quarterly in arrears |
| Annual Equity Retainer (2024 program) | $50,000 | Fully vested common shares at grant under 2024 SIP |
| 2024 Actual – Fees Earned (Cash) | $81,000 | $75,000 board retainer + $6,000 audit member fee |
| 2024 Actual – Stock Awards | $50,000 | Fully vested at grant |
| 2024 Total Director Compensation | $131,000 | Cash + equity |
| Director Stock Ownership Guidelines | 3x annual equity retainer | Must achieve within 5 years; sale restrictions until compliant |
- No option grants to directors; equity grants are fully vested at grant.
Performance Compensation
- RES does not tie director compensation to performance metrics; director equity grants are fully vested at grant.
- Company incentive metrics (context for board oversight of pay programs):
| Metric | Threshold (50%) | Target (100%) | Maximum (200%) | 2024 Actual |
|---|---|---|---|---|
| Operating Cash Flow ($mm) | $80 | $100 | $170 | $13 |
- 2024 Annual Incentive Compensation for executives used OCF = EBITDA – cash capex; no executive bonuses were earned due to performance below threshold.
Other Directorships & Interlocks
| Network Link | Details |
|---|---|
| Controlled company status | RES is controlled by a Rollins family group with >50% voting power (Amy R. Kreisler, Pamela R. Rollins, Timothy C. Rollins, Gary W. Rollins); affects committee independence requirements. |
| Interlocks | Bell, Nix, Gunning, Wilson also serve on Marine Products’ board; Bell and Gunning serve on Rollins, Inc. board. Board concluded these relationships do not impair independence. |
| Related party transactions | ~$1.6mm purchases from LOR, Inc.-related companies; reviewed/approved by independent subcommittee of Nominating & Corporate Governance Committee. |
Expertise & Qualifications
- Financial expertise: Audit/advisory partner background; designated Audit Committee Financial Expert at RES; chairs audit committees at two other public companies.
- Risk oversight: Led EY Southeast Risk Advisory; extensive governance, internal control, and audit committee leadership experience.
- Credentials: CPA (GA, TN); summa cum laude accounting degree (Mississippi State).
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 21,706 |
| Ownership as % of outstanding | <1% |
| Vested vs unvested | Director stock awards are fully vested at grant; no options disclosed. |
| Hedging/pledging | Prohibited by Insider Trading Policy. |
| Director ownership guideline | 3x equity retainer ($150,000) target within 5 years. |
| Indicative value of holdings (12/31/2024 close $5.94) | ~$129,000 (21,706 × $5.94) |
| Compliance window | 5 years from appointment (Bell joined Board in 2021). |
Note: Guideline compliance is assessed by the company over a 5-year window; indicative value is calculated using the 12/31/2024 closing price disclosed in the proxy.
Governance Assessment
-
Strengths:
- Independent director and Audit Committee Financial Expert; active Audit Committee member with 6 meetings in 2024.
- Extensive audit, advisory, and risk leadership background enhances financial reporting oversight.
- Attendance and engagement baseline met (≥75%); directors attended prior Annual Meeting.
- Robust governance policies: clawback policy aligned with NYSE 10D-1; anti-hedging/pledging; executive sessions of non-management directors.
- Transparent director pay structure; modest equity alignment via fully vested annual share grants.
-
Watch items / potential red flags:
- Overboarding risk: simultaneous service on four audit committees may raise investor concerns despite Board’s determination of effectiveness.
- Controlled company exemptions reduce independence requirements for Nom/Gov and Compensation committees; potential for influence by control group.
- Interlocks across RES, Marine Products, and Rollins (and related-party purchases via LOR, Inc.) necessitate continued rigorous oversight by independent subcommittee.
- Director equity grants are fully vested at grant (not performance-based), limiting direct pay-for-performance linkage at the director level.
-
Shareholder feedback context:
- Say-on-Pay received substantial support in 2023; next advisory vote scheduled for 2026 (triennial cadence).