Elizabeth B. Chandler
ROLLINSAbout Elizabeth B. Chandler
Elizabeth B. Chandler, 61, is Chief Legal Officer, General Counsel and Corporate Secretary of Rollins. She joined Rollins in 2013 as Vice President and General Counsel, took on Risk Management and Internal Audit in 2017, became Corporate Secretary in 2018, and was appointed Chief Legal Officer in January 2025 . She holds a BBA in International Business and a JD from the University of Georgia . Company performance drivers tied to her incentive design include revenue growth and pre-tax profit; in 2024, revenue rose 10.3% year-over-year versus a 9.5% target, while adjusted pre-tax profit finished at 97.5% of plan; a $100 investment in Rollins over the comparative period was worth $223 versus $229 for the S&P 500 peer cohort, and 2024 net income and pre-tax profit were $466.4M and $630.2M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rollins, Inc. | Vice President & General Counsel; Corporate Secretary; Chief Legal Officer | 2013–present | Built legal, risk and internal audit oversight; elevated to CLO in 2025 |
| Asbury Automotive | VP, General Counsel & Corporate Secretary | 2009–2012 | Led public company governance and legal operations |
| City of Atlanta | City Attorney | 2006–2009 | Managed municipal legal matters and litigation |
| Mirant Corp. | VP, Assistant General Counsel & Corporate Secretary | 2000–2006 | Supported energy sector legal, corporate secretary functions |
| Troutman Pepper | Associate; Partner | 1988–2000 | Corporate and regulatory legal practice |
External Roles
| Organization | Role | Years |
|---|---|---|
| Atlanta Beltline Partnership, Inc. | Board Member | Since 2017 |
| Georgia Research Alliance | Board Member | Since 2022 |
| Crider Foods | Advisory Board Member | Since 2023 |
Fixed Compensation
- Base salary was increased 3.1% for 2024 to $555,000 from $538,200 .
- Multi-year summary below (salary only):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $517,500 | $538,200 | $555,000 |
- 2024 perquisites and other benefits:
| Perquisite/Benefit | Amount ($) |
|---|---|
| Auto allowance & fuel | $13,962 |
| Executive physical | $3,926 |
| Company 401(k) contribution | $15,525 |
| Tax gross-ups | $0 (none) |
| Total “All Other Compensation” | $33,413 |
Performance Compensation
- Cash incentive plan metrics and payout mechanics (Executive Bonus Plan):
- Metrics: revenue to plan and pre-tax profit to plan; Chandler target bonus opportunity 75% of salary (45% pre-tax; 30% revenue) .
- 2024 outcomes: revenue achieved 10.3% YoY vs 9.5% target (payout 105% of target element); adjusted pre-tax profit at 97.5% of target (payout 85% of target element) .
- Actual 2024 bonus paid: $387,113 .
| Metric | Weight (% of Salary) | Target | Actual | Payout (% of Target Element) | Actual Bonus ($) |
|---|---|---|---|---|---|
| Revenue to Plan | 30% | +9.5% YoY | +10.3% YoY | 105% | $387,113 (total bonus) |
| Pre-Tax Profit to Plan | 45% | Company plan target | $643.3M adjusted; 97.5% of target | 85% | $387,113 (total bonus) |
- Equity incentives (no stock options granted):
- RSAs: time-lapse restricted stock vesting one-third per year for 2024 grants; change-in-control accelerates RSAs .
- PSUs: 3-year cliff vest based on Revenue CAGR, 3-year Aggregate Adjusted EBITDA Margin, and 3-year Relative TSR vs S&P 500; equal target shares per component; dividend equivalents accrue and pay on vest; PSUs do not accelerate on change-in-control by award terms, but vest at target in a qualifying termination under the CIC Agreement .
| PSU Component (2024 grant) | Target Shares (Chandler) | Vesting/Performance Period |
|---|---|---|
| Revenue CAGR | 1,750 | FY2024–FY2026; cliff vest 2/20/2027 if met |
| Adjusted EBITDA Margin | 1,750 | FY2024–FY2026; cliff vest 2/20/2027 if met |
| Relative TSR vs S&P 500 | 1,750 | FY2024–FY2026; cliff vest 2/20/2027 if met |
| Total | 5,250 | See above |
- Multi-year compensation mix summary (dollars):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSAs Grant-Date Fair Value ($) | $356,400 | $301,199 | $552,825 |
| PSUs Grant-Date Fair Value ($) | — | $148,528 | $208,653 |
| Non-Equity Incentive ($) | $388,125 | $480,344 | $387,113 |
| Total Compensation ($) | $1,298,938 | $1,504,290 | $1,737,004 |
Equity Ownership & Alignment
- Beneficial ownership: 76,526 shares, including 45,717 restricted shares; less than 1% of shares outstanding .
- Stock ownership guidelines: officers must hold stock equal to 3x base salary within 5 years; hedging and pledging of Company stock prohibited for officers/directors .
- Section 16 compliance: Company reports all required insider filings were timely for 2024 .
- Outstanding unvested awards and vesting schedule (12/31/2024):
| Grant Date | Award Type | Unvested Units (#) | Market Value at $46.35 ($) | Scheduled Vest Date |
|---|---|---|---|---|
| 2/20/2024 | RSA | 13,500 | $625,725 | 2/20/2027 |
| 2/16/2023 | RSA | 6,244 | $289,409 | 2/16/2027 |
| 1/26/2022 | RSA | 7,200 | $333,720 | 1/28/2027 |
| 1/26/2021 | RSA | 13,500 | $625,725 | 1/26/2027 |
| 1/28/2020 | RSA | 9,000 | $417,150 | 1/26/2026 |
| 1/22/2019 | RSA | 2,400 | $111,240 | Fully vested 1/22/2025 |
| 2/20/2024 | PSU | 10,500 | $486,675 | 2/20/2027 (if conditions met) |
| 2/16/2023 | PSU | 8,325 | $385,864 | 2/16/2026 (if conditions met) |
- Shares vested in 2024: 18,581 shares valued at $803,523 on vest dates .
Employment Terms
- Change-in-Control (CIC) Agreement (approved Feb 11, 2025): double-trigger severance if terminated without cause or for good reason within 24 months post-CIC; benefits include lump sum equal to 1.5x base salary + target bonus, prorated current-year bonus, employer portion of health premium for 18 months, and PSUs vest at assumed target .
- Restrictive covenants: 2-year post-employment non-compete, non-solicit of customers, non-recruitment; confidentiality and non-disparagement .
- Award treatment absent CIC: RSAs accelerate on Board-determined change in control; PSUs do not have change-in-control provisions in award terms; death/disability vest RSAs (immediate/prorated) and vest PSUs at target for CAGR and EBITDA components (no TSR) .
- Potential equity vesting amounts for Chandler at 12/31/2024 under scenarios (value at $46.35):
| Scenario | Incremental Unvested Shares Vesting (#) | Unrealized Value ($) |
|---|---|---|
| Retirement | — | — |
| Death | 61,258 | $2,839,308 |
| Disability | 38,780 | $1,797,453 |
| Change-in-Control | 58,120 | $2,693,862 |
- Clawback policy: adopted Oct 2, 2023; mandates recovery of incentive comp upon accounting restatements regardless of fault; bonus agreements allow repayment for misrepresented performance .
- Deferred Compensation Plan: Chandler deferred $106,731 in 2024; year-end balance $109,109; amended Feb 11, 2025 to add matching contributions of 50% of deferrals capped at 3% of annual regular compensation/bonus .
Investment Implications
- Pay-for-performance alignment is explicit: cash bonus tied to revenue and pre-tax profit to plan; equity awards blend RSAs for retention and PSUs linked to multi-year Revenue CAGR, Aggregate Adjusted EBITDA Margin, and relative TSR, with equal target shares per component .
- Upcoming vesting creates potential selling pressure windows: RSAs vest through 2026–2027 and PSUs cliff vest in 2026–2027; insider policy prohibits hedging/pledging, mitigating forced sales risk; monitor Form 4s around 2/16/2026 and 2/20/2027 .
- CIC economics are moderate (1.5x salary+target bonus; double-trigger) and paired with 2-year non-compete/non-solicit; in sale scenarios, PSUs vest at target, improving retention certainty yet limiting windfalls versus higher multiples .
- No stock options (no leverage/underwater repricing risk); perquisites are modest; Section 16 filings were timely; no pledging disclosed, reducing governance red flags .
- Ownership guidelines (3x salary) support alignment, but compliance status is not disclosed; beneficial ownership is 76,526 shares (<1%), including 45,717 restricted shares—continued vesting should raise owned/vested exposure over time .