Dale E. Jones
ROLLINSAbout Dale E. Jones
Independent director of Rollins, Inc. since 2024 (age 65 as of Feb 28, 2025), Jones is a human-capital and governance specialist who currently serves as Chief Executive Officer of Magna Vista Partners and a senior advisor to Diversified Search Group; his prior leadership includes CEO of Diversified Search Group and senior board/CEO practice roles at Heidrick & Struggles, with additional operating and investing experience at PlayPumps International and Revolution LLC; he holds a B.A. from Morehouse College . He is designated independent by the Board, serves on the Human Capital Management & Compensation Committee, and meets NYSE independence standards applicable to committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diversified Search Group | Senior Advisor | Jan 2022–Present | Advisory role on executive search and governance matters (as disclosed) |
| Diversified Search Group | President & CEO | Jan 2015–Dec 2021 | Led firm; governance/human capital expertise cited by Rollins |
| Diversified Search Group | President | Oct 2013–Jan 2015 | Executive leadership |
| Heidrick & Struggles | Vice Chairman & Partner, CEO & Board Practice (Americas) | 2009–2013 | CEO/Board advisory |
| Heidrick & Struggles | Executive leadership roles | 1999–2007 | Search leadership |
| PlayPumps International | Chief Executive Officer | 2007–2009 | Social enterprise leadership |
| Revolution LLC | Executive Vice President | 2007–2009 | Venture capital operating role |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Outset Medical, Inc. | Director | Public | Since 2022 | Medical technology company board service |
| Chick-fil-A, Inc. | Director | Private | Since Jan 2021 | Director of private restaurant chain |
| Crider Foods | Advisory Board | Private | Since 2023 | Advisory role |
| Northwestern Mutual | Director (prior) | Private mutual | 2007–May 2022 | Former board service |
| Kohl’s Corporation | Director (prior) | Public | 2008–2016 | Former board service |
| Hughes Supply | Director (prior) | Public (acquired by The Home Depot) | 2003–2006 | Former board service |
Board Governance
- Independence: Board determined Jones is independent under Rollins’ Independence Guidelines and NYSE standards; all members of the Human Capital Management & Compensation Committee are independent and meet heightened NYSE requirements .
- Committee assignments: Member, Human Capital Management & Compensation Committee; the committee oversees executive pay, stock ownership guidelines, succession planning, and human capital strategy; chaired by Gregory B. Morrison .
- Attendance: All incumbent directors attended at least 75% of 2024 Board and applicable committee meetings; 2024 meetings held—Board: 4; Audit: 7; HCM & Compensation: 5; Nominating & Corporate Governance: 6 .
- Board leadership & structure: Lead Independent Director is Louise S. Sams; independent directors hold executive sessions regularly; Board to be fully declassified by 2027 (one-year terms phased in) .
- Related-party oversight: Nominating & Corporate Governance Committee reviews/approves related-party transactions and oversees governance policies and sustainability disclosures .
- Compensation committee interlocks: None—no reciprocal compensation committee/director interlocks or insider participation disclosed for the HCM & Compensation Committee (Jones is a member) .
Fixed Compensation
| Program Element | Amount | Notes |
|---|---|---|
| 2024 Non-Employee Director Cash Retainer | $100,000 | Paid quarterly in arrears |
| 2024 Annual Equity Award (Restricted Stock) | $100,000 | Vested when issued; 1-year holding and until ownership guideline met |
| 2024 Committee Chair Retainers | Audit Chair: $30,000; HCM & Comp Chair: $10,000; N&CG Chair: $6,000 | Additional to base retainer |
| 2024 Director Compensation — Dale E. Jones | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 75,000 |
| Annual Restricted Stock Award | 100,000 |
| Total | 175,000 |
| Anticipated 2025 Non-Employee Director Compensation | Amount |
|---|---|
| Annual Cash Retainer | $100,000 |
| Annual Equity Award | $150,000 |
| Lead Director Retainer | $30,000 |
| Audit Chair Retainer | $30,000 |
| HCM & Compensation Chair Retainer | $15,000 |
| Nominating & Corporate Governance Chair Retainer | $12,000 |
Performance Compensation
| Director Equity Terms & Guidelines | Details |
|---|---|
| Equity Type | Annual restricted stock grant; vested when issued; subject to 1-year holding and until guideline compliance |
| Stock Ownership Guidelines (Directors) | 3x annual cash retainer, to be met within 5 years; grants cannot be sold for 1 year and until guideline is met |
| Hedging/Pledging | Directors prohibited from hedging and pledging Company securities under insider trading policy |
Note: Non-employee directors do not receive performance-vested options/PSUs; equity is time-based restricted stock with holding requirements .
Other Directorships & Interlocks
| Company | Relationship to Rollins | Interlock/Conflict Notes |
|---|---|---|
| HCM & Compensation Committee (Rollins) | Jones is a member | Committee interlocks and insider participation: None disclosed |
| Outset Medical, Chick-fil-A, others (see External Roles) | External boards | No Rollins-related transactions disclosed involving Jones |
Expertise & Qualifications
- Board/CEO advisory and human capital expertise from senior roles at Diversified Search Group and Heidrick & Struggles; governance and strategy experience emphasized by Rollins .
- Current service on Rollins’ HCM & Compensation Committee aligns with his background in executive compensation, succession, and workforce strategy .
- Education: B.A., Morehouse College .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 28, 2025) | 2,228 shares of Rollins common stock (beneficially owned) |
| Director Stock Ownership Guideline | 3x cash retainer within 5 years of becoming subject to the guideline |
| Holding Requirement | Company-granted stock must be held for 1 year and until guideline met |
| Hedging/Pledging | Prohibited for directors under insider trading policy |
Governance Assessment
- Positives: Independent director on the HCM & Compensation Committee with deep governance and human capital credentials; Board confirms independence and no compensation committee interlocks; attendance thresholds met; strong director stock ownership guidelines and hedging/pledging prohibitions enhance alignment .
- Watch items: Initial share ownership is modest relative to the 3x retainer guideline, though directors have five years to achieve compliance; monitor ownership progression for alignment signal .
- Board-level context: Rollins features a Significant Shareholder Group controlling ~42% of voting power, and the proxy discloses related-party aircraft and administrative arrangements and a franchise agreement with a family member; these are reviewed under the Related Party Transactions policy, but they elevate governance scrutiny—Jones is not identified as party to these transactions .
- Say-on-pay context: The Board reports a substantial majority approval on the 2023 say-on-pay, supporting current pay practices overseen by the HCM & Compensation Committee (which includes Jones) .
RED FLAGS (Board-level): Concentrated control (~42% voting power) and disclosed related-party arrangements (aircraft lease/administrative services; family franchise) warrant ongoing monitoring of independent oversight; no personal related-party transactions or interlocks are disclosed for Jones himself .