Timothy C. Rollins
RPCAbout Timothy C. Rollins
Timothy C. Rollins, age 62, has served on RPC, Inc.’s (RES) Board since 2022 and is designated a non‑independent director due to participation in the company’s control group; he is a member of the Nominating & Corporate Governance Committee . He is Vice President at LOR, Inc., a private family investment company (overseeing cattle operations), and holds a B.S. in Business Administration from Boston University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LOR, Inc. | Vice President | — | Manages Executive Team of Operations; approves major capital expenditures |
| Emory Board of Visitors | Former Board Member | — | — |
| Emory Department of Psychiatry Board of Visitors | Former Board Member | — | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marine Products Corporation | Director | — | Current Director |
| Emory University | Trustee | — | Trustee (also Trustee of Woodruff Health Sciences Center) |
| Woodruff Health Sciences Center | Trustee | — | Trustee |
Board Governance
- Committee assignments: Board Member; Member, Nominating & Corporate Governance Committee (4 meetings in 2024; Board held 6 meetings) .
- Independence: Non‑independent; RES is a “controlled company” under NYSE rules with a control group including Timothy C. Rollins holding >50% voting power .
- Attendance: Each incumbent director attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the prior Annual Meeting .
- Board refreshment: RES declassified its Board beginning with the 2025 Annual Meeting; all directors elected to one‑year terms .
2025 Shareholder Vote Outcome (Annual Meeting – April 22, 2025):
| Director | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Timothy C. Rollins | 175,591,879 | 19,732,166 | 6,994,319 |
Fixed Compensation (Non‑Employee Director; 2024)
| Metric | Amount |
|---|---|
| Annual Board Cash Retainer | $75,000 |
| Nominating & Corporate Governance Committee Member Retainer | $2,000 |
| Committee Chair Fees | $0 (not a chair) |
| Equity Retainer (Fully Vested Common Shares) | $50,000 |
| Total 2024 Director Compensation (Timothy C. Rollins) | $127,000 (Fees Earned/Paid in Cash $77,000; Stock Awards $50,000) |
Program note: Non‑Employee Directors receive annual cash retainer plus fully vested share grants; 2025 program unchanged .
Performance Compensation
| Topic | Details |
|---|---|
| Performance Linkage to Director Pay | None; stock awards are fully vested at grant; no options or performance metrics apply to director compensation |
Other Directorships & Interlocks
| Entity | Relationship | Interlock/Notes |
|---|---|---|
| Marine Products Corporation | Director | RES discloses multiple overlapping directorships (including Timothy C. Rollins) and a control group relationship across entities . |
Expertise & Qualifications
- Management and financial experience through leadership at LOR, Inc.; oversight of operational teams and capital allocation .
- Governance roles across non‑profits (Trustee at Emory University and Woodruff Health Sciences Center) .
- Education: B.S. in Business Administration, Boston University .
Equity Ownership
| Measure | Value |
|---|---|
| Total Beneficial Ownership | 3,309,019 shares (1.5% of outstanding) |
| Breakdown (per proxy footnotes) | 1,859,279 shares held in a charitable trust (co‑trustee); 387,645 shares across multiple trusts benefiting descendants; 54,323 shares held of record by a minor child over which he has voting/dispositive power; 1,530 shares held by spouse (disclaimed beneficial interest); excludes 1,171 shares in the R. Randall Rollins Voting Trust; part of control group . |
| Director Ownership Guidelines | Non‑Employee Directors must own ≥3x annual equity retainer within 5 years; resale restrictions on company‑granted stock until guideline compliance and for one year post‑grant . |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy . |
Related-Party Transactions and Conflicts
- Control group: Company is a “controlled company” with a group including Timothy C. Rollins controlling >50% of voting power; this permits exemptions from certain NYSE independence requirements .
- 2024 payables to LOR‑affiliated companies: ~$1.6 million for parts and repair services; LOR, Inc. is controlled by the Rollins family; Timothy C. Rollins is a VP and part of the controlling stockholders .
- RPT oversight: Related‑party transactions are reviewed/approved by the Nominating & Corporate Governance Committee or, when non‑independent members are present, by an independent subcommittee; the 2024 transactions were reviewed and approved in accordance with the charter .
- Shared services/interlocks: RES and Marine Products jointly own an aircraft via 255 RC, LLC; RES recorded ~$230k in net operating costs for 2024 .
Say‑on‑Pay & Shareholder Feedback (Context)
- The April 2023 advisory vote (say‑on‑pay) received a substantial majority in favor; next advisory vote scheduled for 2026, consistent with triennial cadence .
Governance Assessment
- Strengths: Transparent director compensation (simple cash + fully vested equity); formal RPT policy with independent review; prohibition on hedging/pledging; stock ownership guidelines for directors; board declassification in 2025 improves annual accountability .
- Risks/RED FLAGS: Non‑independent status tied to a control group with outsized voting power; ongoing related‑party transactions with entities affiliated with the Rollins family (including LOR, Inc.); interlocks with Marine Products may present potential conflicts (though overseen by policy) .
- Engagement signals: 2025 vote support for Timothy C. Rollins (175.6M For vs. 19.7M Withheld) indicates notable but not decisive opposition compared to some peers; continued monitoring of vote trends is warranted .
- Attendance/engagement: Met minimum attendance expectations; all directors attended the annual meeting .