Donald P. Carson
ROLLINSAbout Donald P. Carson
Independent director of Rollins, Inc. since 2021; age 75 as of February 28, 2025. Carson brings extensive finance and strategic experience from investment and commercial banking (Wachovia), family office leadership (RFA Management), and founding roles in advisory and securities firms. Education: BA in Music Composition (Beloit College), MBA in Finance (University of Chicago), and graduate of the Thunderbird School of Global Management at Arizona State University. Current committees: Audit Committee member and Nominating & Corporate Governance Committee member; Board determined him independent under NYSE standards, notwithstanding historical ties to Rollins family–controlled entities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wachovia Bank, N.A. | Head of International Banking and Investment Banking Businesses | 1977–1997 | Led global banking and IB businesses |
| Paradigm Capital | Partner | 1998–1999 | Investment advisory and capital markets experience |
| RFA Management Company, LLC | President | 2003–2013; 2019–2022 | Family office leadership; strategic oversight |
| Don Carson Associates, LLC | Founder | Not disclosed | Strategic advisory |
| The Ansley Capital Group, LLC | Co‑founder; Managing Director | Not disclosed | Corporate finance; securities advisory |
| Ansley Securities LLC | Co‑founder; Managing Director | Not disclosed | Broker‑dealer leadership |
| Nevada Oversight, Inc. | President | Since 2019 | Private trust company governance |
| GWR PTC, LLC | President | Since 2020 | Private trust company governance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| LOR, Inc. | Director | 2003 | Director of entity within Significant Shareholder Group structure |
| Beloit College | Trustee | Not disclosed | Higher education governance |
| Black Mountain College Museum + Arts Center | Board member | Not disclosed | Non-profit arts governance |
| The Gary W. Rollins Foundation | Trustee | Not disclosed | Philanthropic governance |
| The Cook & Bynum Fund (mutual fund) | Trustee | Not disclosed | Public mutual fund trustee |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Independence: Board affirmatively determined each member of the Audit, Nominating & Corporate Governance, and HCM & Compensation committees is independent under NYSE and company guidelines; Carson designated independent .
- Nonmaterial relationships: Carson previously served as an executive officer of entities controlled by Gary W. Rollins/the Rollins family at various times 2003–2022; is currently a director of two such entities (since 2003) and was a paid consultant 2018–2022. Board concluded these relationships do not impair independent judgment .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Shareholders Meeting. Meeting counts 2024: Board 4; Audit 7; HCM & Compensation 5; Nominating & Corporate Governance 6 .
- Executive sessions: Non‑management directors meet regularly in executive sessions; Lead Independent Director presides .
Fixed Compensation
| Year | Fees Earned ($) | Annual Restricted Stock Award ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,000 | 100,000 | 200,000 |
Program features (non‑employee directors):
- Annual cash retainer $100,000 (2024); annual restricted stock grant $100,000 (vested when issued; must be held 1 year and until guideline compliance). Chair retainers: Audit $30,000; HCM & Comp $10,000; Nominating & Governance $6,000 .
- Anticipated for 2025: Cash retainer $100,000; equity $150,000; Lead Independent Director $30,000; committee chairs: Audit $30,000; HCM & Comp $15,000; Nominating & Governance $12,000 .
Performance Compensation
- No performance‑based compensation disclosed for non‑employee directors (no options/PSUs; equity is time‑based restricted stock with 1‑year hold and ownership guideline lockup) .
Other Directorships & Interlocks
| Relationship | Detail | Governance Risk Note |
|---|---|---|
| Director of entities controlled by Rollins family (e.g., LOR, Inc.; Rollins Holding Company, Inc.) | Current director of two such entities since 2003; prior paid consultant 2018–2022 | Potential perceived conflict given Significant Shareholder Group influence; Board deemed nonmaterial and maintained independence . |
| Significant Shareholder Group cross‑directorships (RPC, Marine Products) | Other ROL directors serve on RPC and Marine Products boards; Group controls ~42% of ROL voting power | Interlocks concentrated among Rollins family associates; related‑party oversight via Nominating & Governance Committee . |
Expertise & Qualifications
- Finance and strategic leadership across international banking/investment banking (Wachovia), securities and advisory firms (Ansley, Paradigm), and family office management (RFA Management) .
- Governance experience across corporate, philanthropic, and academic boards; voting member of The Recording Academy .
- Education: BA (Beloit College); MBA (University of Chicago); graduate of Thunderbird School of Global Management .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Donald P. Carson | 5,937 | <1% |
Alignment policies:
- Non‑employee directors must beneficially own at least 3x annual cash retainer within 5 years; company grants may not be sold for 1 year and until guideline compliance .
- Hedging and pledging prohibited for directors under insider trading policy .
Say‑on‑Pay & Shareholder Feedback
- 2023 Advisory vote on executive compensation: For 414,837,111; Against 42,112,278; Abstain 1,398,386 (approved). Frequency vote supported triennial schedule: 279,810,730 votes for 3 years .
Governance Assessment
- Strengths:
- Dual committee memberships (Audit; Nominating & Governance) deepen oversight of financial reporting, ERM/cyber, and governance/related‑party policies .
- Independent status under NYSE and company guidelines; satisfactory attendance expectation met at Board level .
- Transparent director pay structure with moderate cash/equity mix and clear ownership guidelines .
- Watch items / RED FLAGS:
- Historical roles and ongoing directorships with Rollins family–controlled entities; while deemed nonmaterial, this concentration poses perceived independence risk in reviewing related‑party matters (especially as a member of Nominating & Governance, which approves related‑party transactions) .
- Significant Shareholder Group exercises ~42% voting power; cross‑directorships among family associates at RPC/Marine Products may concentrate influence; sustained vigilance on committee independence recommended .
Section 16(a) compliance: Company reports all officers/directors filed required ownership reports timely for fiscal 2024 (no delinquent filings) .