Gregory B. Morrison
ROLLINSAbout Gregory B. Morrison
Gregory B. Morrison is an independent director of Rollins, Inc. (ROL) and currently serves as Chair of the Human Capital Management and Compensation Committee and a member of the Audit Committee. He is a retired Senior Vice President and Corporate Chief Information Officer of Cox Enterprises (2002–2020) with deep cybersecurity and large-scale technology transformation expertise; he holds a B.S. in Mathematics and Physics (South Carolina State University) and an M.S. in Industrial Engineering (Northwestern University). Age: 65 (as of Feb 28, 2025). Director since: 2021.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Enterprises, Inc. | Senior Vice President & Corporate CIO | Feb 2002 – Jan 2020 | Led enterprise IT strategy and cybersecurity; oversaw large-scale transformations |
| RealEstate.com | EVP & COO | 2000 | Operating leadership at online real estate firm |
| Prudential Financial, Inc. | Technology leadership roles | 1989 – 2002 | IT leadership across functions |
| U.S. Army | Commissioned officer | 1982 – 1989 | Leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clark Atlanta University | Chairman, Board of Trustees | Since 2004 | Non-profit governance leadership |
| Veritex Holdings, Inc. (VBTX) | Director | Since 2019 | Public company directorship |
| Veritiv Corporation (VRTV) | Director | Since 2021 | Public company directorship |
Board Governance
- Independence: The Board determined all non-management directors (including Morrison) are independent under NYSE and company guidelines; HCM&Comp and Nominating & Corporate Governance committees require independent members. Audit Committee members are also independent under heightened standards.
- Committee assignments (2024): Audit Committee (member); Human Capital Management & Compensation Committee (Chair).
- Attendance and engagement: Each incumbent director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting. Meetings held in 2024: Board 4; Audit 7; HCM&Comp 5; Nominating & Corporate Governance 6.
- Executive sessions and leadership: Independent directors hold regular executive sessions; Louise S. Sams serves as Lead Independent Director.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 7 |
| Human Capital Management & Compensation | Chair | 5 |
Fixed Compensation
- Program design (2024): Non-employee directors received a $100,000 annual cash retainer and $100,000 in restricted stock (vested when issued; mandatory 1-year hold and until ownership guideline met). Committee chairs receive additional cash retainers ($30,000 Audit; $10,000 HCM&Comp; $6,000 NCGC).
- 2024 actual for Morrison: Cash fees $107,500; Annual restricted stock $100,000; Total $207,500.
| Director (2024) | Cash Fees ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Gregory B. Morrison | 107,500 | 100,000 | 207,500 |
- 2025 planned changes: Cash retainer remains $100,000; annual equity increases to $150,000; chair retainers increase (Lead Independent Director $30,000; Audit Chair $30,000; HCM&Comp Chair $15,000; NCGC Chair $12,000).
| 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&Comp Chair Retainer | $15,000 |
| NCGC Chair Retainer | $12,000 |
Performance Compensation
- Non-employee directors do not receive performance-based cash or PSU awards; equity is time-based restricted stock with a one-year hold and an ownership guideline hold until met. No performance metrics apply to director pay.
Other Directorships & Interlocks
- Current public boards: Veritex Holdings, Inc. (since 2019); Veritiv Corporation (since 2021). No disclosed compensation committee interlocks for ROL’s HCM&Comp Committee (Morrison, Jones, Sams).
Expertise & Qualifications
- Cybersecurity and IT governance: As Cox CIO, Morrison oversaw cybersecurity and enterprise IT strategy—skills directly relevant to Audit Committee oversight of cyber and ERM.
- Human capital and compensation oversight: Chairs the HCM&Comp Committee with remit over executive pay philosophy, goals, equity plans, succession planning, and talent metrics; retains an independent consultant (Mercer).
- Not designated an SEC “audit committee financial expert” (those are Bell and Gunning), but Audit Committee members are financially literate.
Equity Ownership
- Beneficial ownership (as of Feb 28, 2025): 5,937 shares; less than 1% of outstanding shares.
- Director ownership guidelines: Non-employee directors must hold stock equal to 3x the annual cash retainer within five years of becoming subject to the guideline; grants are subject to a one-year sale restriction and must be held until guideline is met. Morrison joined the Board in 2021, implying a five-year window through 2026 to meet guidelines. Hedging and pledging by directors is prohibited.
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Gregory B. Morrison | 5,937 | <1% |
Governance Assessment
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Strengths
- Independent director with material cybersecurity/technology oversight experience; serves on Audit and chairs HCM&Comp, aligning skills with risk and compensation oversight needs.
- Committee structures, independence affirmations, executive sessions, and use of an independent compensation consultant (Mercer) support governance quality.
- HCM&Comp Committee disclosed philosophy, metrics, consultant independence, and policies (ownership guidelines; director equity holding period; hedging/pledging prohibitions).
- Say-on-pay: Substantial majority support at April 2023 meeting, indicating investor acceptance of compensation practices at that time.
-
Watch items / potential investor confidence signals
- Family control and related-party transactions exist at the company level (e.g., aircraft lease and administrative agreements involving entities related to the Rollins family), though these are reviewed by the Nominating & Corporate Governance Committee and do not implicate Morrison directly.
- Change-in-control agreements approved Feb 11, 2025 provide 3x salary+target bonus for CEO, 2x for CFO, 1.5x for CLO (double-trigger); while market-based, severance magnitude and vesting at target for PSUs upon qualifying termination merit ongoing scrutiny by the HCM&Comp Committee (which Morrison chairs).
- Director ownership appears modest today (5,937 shares), though within the five-year guideline window to 2026; ongoing progress toward the 3x retainer requirement is a key alignment indicator.
-
Attendance and engagement: Morrison’s committees met frequently (Audit 7; HCM&Comp 5) and all directors met the ≥75% attendance threshold; all attended the 2024 annual meeting.
Notes on Related-Party Exposure and Conflicts
- No nonmaterial relationships or related-party transactions disclosed for Morrison; HCM&Comp interlocks or insider participation are explicitly stated as none.
Director Compensation Mix and Structure
- 2024 mix for Morrison: Cash $107,500 and equity $100,000 via restricted stock; equity is time-based with a one-year holding requirement and until guideline compliance, aligning board pay with shareholders.
HCM&Comp Committee Scope Under Morrison
- Scope includes CEO/executive pay goals and evaluations, equity awards, director compensation program recommendations, stock ownership guidelines, succession planning, human capital strategy oversight, and retention of independent consultant (Mercer).