Gary W. Rollins
ROLLINSAbout Gary W. Rollins
Gary W. Rollins is Executive Chairman Emeritus of Rollins, Inc. (since January 2025), a director since 1981 (age 80), and former CEO (2001–2022) and Chairman (2020–2022). He holds a BS in Business Administration from the University of Tennessee and is widely credited with the company’s multi-decade expansion. Company performance over 2020–2024: Net Income rose from $266.8M to $466.4M and Pre-Tax Profit from $362.7M to $630.2M; a $100 investment in ROL grew to $223 (company TSR) versus peer group $229, indicating robust value creation through his tenure and transition to an executive chair role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rollins, Inc. | Chief Executive Officer | 2001–2022 | Led dramatic expansion of value and global footprint; recognized with industry awards (Atlanta’s Most Admired CEOs 2020; Crown Leadership Lifetime Achievement Award 2021) . |
| Rollins, Inc. | Chairman | 2020–2022 | Oversaw board leadership during continued growth; family stewardship reinforced via Significant Shareholder Group . |
| Rollins, Inc. | Executive Chairman Emeritus | 2025–present | Advises senior leaders; oversees actions of the Board alongside executive chair and lead independent director . |
| Rollins, Inc. | Director | 1981–present | Long-tenured governance continuity; not independent; term to 2027 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RPC, Inc. | Director | 1984–present | Family-controlled affiliate; director interlock across family entities . |
| Marine Products Corporation | Director | 2001–present | Family-controlled affiliate; director interlock supports information flow . |
| Genuine Parts Company | Director | 2005–2017 | External perspective from Fortune 200 distributor, broadened operations and governance exposure . |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 1,449,000 | 1,449,000 | 1,449,000 |
| All Other Compensation (Perqs, 401k, gross-ups) | 573,704 | 545,489 | 598,719 (incl. personal aircraft $477,532; executive dining $51,673; auto/fuel $15,626; executive physical $3,310; 401k $15,525; tax gross-ups $35,053) |
Performance Compensation
| Metric | Weighting (% of Salary) | 2024 Target | 2024 Actual | Payout Multiple | 2024 Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|---|
| Revenue to Plan | 45% | +9.5% YoY revenue | +10.3% YoY (101% of plan) | 105% of target | 684,803 (calc) | |
| Pre-Tax Profit to Plan | 80% | Corporate plan (adjusted) | 97.5% of plan (after FX, legacy auto claims, interest) | 85% of target | 985,320 (calc) | |
| Total Performance Bonus | 125% target | — | — | — | 1,669,972 (matches above) | Paid Q1 2025 for FY2024 |
| Equity Awards | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSAs (time-lapse) | 2/20/2024 | 53,000 | 2,170,350 | 1/3 per year beginning 1st anniversary (fully 2/20/2027) |
| PSUs (Revenue CAGR component) | 2/20/2024 | 8,875 (target) | part of 1,058,166 total PSU fair value | Cliff vest after 3 years if performance met (2/20/2027) |
| PSUs (Adjusted EBITDA Margin component) | 2/20/2024 | 8,875 (target) | — | Same as above (3-yr) |
| PSUs (Relative TSR vs S&P 500) | 2/20/2024 | 8,875 (target) | — | Same as above; no vest on TSR for death/disability |
Notes: RSAs carry dividends/votes and accelerate on change-in-control; PSUs include dividend equivalents and cliff-vest based on three-year performance with Committee discretion; PSU TSR valued via Monte Carlo; RSAs/PSUs are discretionary under the 2018 Plan .
Compensation Summary (3 years)
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| RSAs Fair Value | 3,564,000 | 1,628,100 | 2,170,350 |
| PSUs Fair Value | — | 802,915 | 1,058,166 |
| Performance-Based Cash (Bonus) | 2,173,500 | 2,148,142 | 1,669,972 |
| Total Compensation | 7,760,204 | 6,573,646 | 6,946,207 |
Equity Ownership & Alignment
| Ownership Detail (as of 2/28/2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 14,434,399 shares; 2.98% of outstanding | Includes direct/indirect holdings (see breakdown) . |
| Direct common & restricted (incl. 177,101 RSAs) | 5,211,168 shares | Directly held by G.W. Rollins . |
| Dividend Reinvestment Plan | 131,430 shares | DRIP participation . |
| Rollins 401(k) | 22,662 shares | Retirement plan holding . |
| Charitable trust (co-trustee) | 7,954,716 shares | Shared voting/investment power . |
| Rollins Family Trusts | 1,089,051 shares | Ability to assert control within 60 days . |
| Spousal holdings | 25,372 shares | Included in beneficial total . |
| Unvested RSAs at 12/31/2024 | 297,800 shares (sum of tranches) | Multiple grants vesting through 2027 . |
| Unvested PSUs at 12/31/2024 | 98,250 units | 53,250 (2024 grant) + 45,000 (2023 grant) potential shares at max . |
| Options outstanding | None | Company shows no options held by NEOs . |
| Stock Ownership Guideline | 5× base salary (Exec Chair Emeritus) | 5-year compliance period; once met, maintain; shares counted on beneficial basis . |
| Hedging/Pledging Policy | Prohibited (shorting, derivatives, pledging) | Applies to directors and NEOs . |
Family control: Significant Shareholder Group collectively holds 41.94% voting; Gary W. Rollins Voting Trust shows 180,238,857 shares (37.16%)—substantial influence, with disclaimers of pecuniary interest where applicable .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreements | Historically none; written offer letters for certain execs. CIC agreements approved 2/11/2025 for CEO, CFO, CLO—not for G.W. Rollins . |
| CIC Severance (for CEO/CFO/CLO) | Double-trigger; 3×/2×/1.5× salary+target bonus; pro-rated bonus; 18 months health; PSUs vest at target; 2-year non-compete/non-solicit; confidentiality; non-disparagement . |
| Indemnification | Directors/officers indemnified to fullest extent permitted; separate agreements in place . |
| Clawback | Mandatory recovery for restatements (effective Oct 2, 2023); bonus recoupment provisions also included . |
| Change-in-Control Equity (G.W. Rollins) | RSAs accelerate; PSUs have no CIC provision (but see termination table) . |
| Potential Equity Vesting (12/31/2024) | Shares | Value ($) |
|---|---|---|
| Death (accelerated RSAs; PSUs Revenue/EBITDA at target; no TSR) | 346,925 | 16,079,974 |
| Disability (prorated RSAs; PSUs Revenue/EBITDA at target; no TSR) | 226,685 | 10,506,850 |
| Change in Control (RSAs accelerate; PSUs unaffected) | 330,550 | 15,320,993 |
Board Governance
- Board service history: Director since 1981; currently Executive Chairman Emeritus (not independent); term expires 2027 .
- Leadership structure separates Executive Chairman Emeritus, Executive Chairman, CEO, and Lead Independent Director (Louise S. Sams) to balance oversight and management .
- Committee roles: Not listed on Audit, Compensation, or Nominating committees in 2024; Board committees are fully independent per NYSE standards .
- Attendance: All directors attended ≥75% of meetings in 2024; annual meeting attendance was universal .
- Executive sessions: Non-management and independent directors meet regularly; led by Lead Independent Director .
- Dual-role implications: As non-independent Executive Chairman Emeritus and significant family beneficiary, governance relies on Lead Independent Director, independent committees, and related-party review to mitigate independence concerns .
Related Party Transactions and Perquisites
- Aircraft dry lease: Company paid $0.6M to GWRG450, LLC (wholly-owned by G.W. Rollins) in 2024 under a non-exclusive Part 91 dry lease; Company also pays portions of maintenance and taxes; lease expires 6/30/2025 .
- Pilot sharing/admin services: Pilot Sharing Agreement charges to LOR totaled $0.5M; Administrative Services Agreement charges to LOR and GWR LLC totaled $2.2M in 2024; arrangements approved per related-party policy .
- Perquisites: Significant aircraft-related personal use costs and tax gross-ups are disclosed in All Other Compensation (see Fixed Compensation) .
Performance & Track Record
| Year | Company TSR ($100 base) | Net Income ($) | Pre-Tax Profit ($) |
|---|---|---|---|
| 2020 | 179 | 266,756,000 | 362,716,000 |
| 2021 | 158 | 356,565,000 | 482,485,000 |
| 2022 | 171 | 368,599,000 | 498,917,000 |
| 2023 | 207 | 434,957,000 | 586,257,000 |
| 2024 | 223 | 466,379,000 | 630,230,000 |
Major achievements: sustained revenue growth and profitability, with 2024 revenue up 10.3% YoY vs 9.5% target; pre-tax profit at 97.5% of plan after prudent adjustments, reflecting disciplined financial management . Shares vesting in 2024 indicate ongoing equity realization by executives (Gary vested 129,150 shares valued $5.60M) .
Say-on-Pay & Peer Benchmarking
- Say-on-pay: Substantial majority approval in April 2023; frequency set to every three years .
- Peer group (2024): 16 companies across Environmental/Facilities Services and adjacent sectors; Mercer retained as independent consultant; program deemed competitive and shareholder-aligned .
Equity Ownership & Director Compensation (Board context)
- Significant Shareholder Group controls ~42% voting power; multiple directors serve on RPC/Marine boards—reviewed by Nominating & Corporate Governance Committee for independence, with nonmaterial relationship determinations for independent directors .
- Employee directors (including G.W. Rollins) receive no additional director compensation; non-employee director program includes cash retainers and annual restricted stock; stock ownership guideline is 3× retainer for directors .
Risk Indicators & Red Flags
- Related party exposure (aircraft, admin services) and family control require continued robust independent oversight and transparent approvals; current policies/committee structures are in place .
- Tax gross-ups tied to personal aircraft use are shareholder-unfriendly, albeit disclosed and limited to specific perqs .
- Hedging/pledging prohibited, reducing alignment risks .
- Clawback policy strengthens accountability for restatements .
Investment Implications
- Alignment: Large long-term equity exposure (direct/trust) and strict no-hedging/pledging policy support alignment; 5× salary ownership guideline adds discipline .
- Incentives: Bonus metrics focused on revenue growth and pre-tax profit with transparent thresholds/adjustments; PSU mix across Revenue CAGR, Adjusted EBITDA Margin, and Relative TSR ties multi-year pay to performance, enhancing predictability of vesting and signaling confidence when targets are met .
- Retention & Overhang: No options; RSAs vesting annually (1/3) through 2027 and 3-year PSUs create steady vesting cadence. 2024 vesting of 129,150 shares suggests periodic supply that could create modest selling pressure around vest dates/tax events; monitor Form 4s for actual dispositions .
- Governance: Dual-role and family voting control necessitate focus on independent oversight—Lead Independent Director structure, independent committees, and related-party reviews mitigate independence issues, but investors should watch for changes in committee composition, say-on-pay outcomes, and any expansion of related-party arrangements .
- Change-in-Control Economics: While CIC agreements are not disclosed for G.W. Rollins, his equity accelerates under certain termination/CIC scenarios; multi-million-dollar acceleration values imply potential event-driven pay outcomes that could influence negotiations and strategic decisions in a sale scenario .
Overall: Compensation philosophy appears pay-for-performance with multi-year metrics; strong equity alignment and prohibitions on pledging/hedging are positives. Keep diligence on related-party transactions, aircraft/perq costs and gross-ups, and the family’s significant voting control as ongoing governance factors .