John F. Wilson
ROLLINSAbout John F. Wilson
Executive Chairman of the Board since January 1, 2025; Director since 2013; age 67 as of February 28, 2025. He has 30+ years at Rollins with deep operating experience (Orkin President, Rollins COO), and now chairs the Board while CEO responsibilities are separated. 2024 company performance used for incentives included 10.3% revenue growth vs a 9.5% plan target and adjusted pre-tax profit at 97.5% of plan; pay-versus-performance disclosure shows 2024 TSR value of an initial $100 investment at 223 and net income of $466.379M, underscoring strong recent performance linkage to executive pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rollins, Inc. | Executive Chairman of the Board | 2025–present | Chairs Board; agendas and oversight; separation from CEO role to focus management on operations . |
| Rollins, Inc. | Vice Chairman | 2020–2024 | Senior leadership continuity through CEO transition to Gahlhoff . |
| Rollins, Inc. | President & Chief Operating Officer | 2013–2020 | Led operations and growth initiatives across brands . |
| Rollins, Inc. | Vice President | 2011–2013 | Corporate leadership role ahead of COO appointment . |
| Orkin, LLC | President | 2009–2013 | Drove service/brand performance in core pest control unit . |
External Roles
| Organization | Role | Years |
|---|---|---|
| RPC, Inc. | Director | Since Apr 2022 . |
| Marine Products Corporation | Director | Since Apr 2022 . |
| Professional Pest Management Association | Vice Chairman | Since 2011 . |
| The Carter Center | Board of Councilors (member) | Since 2015 . |
Fixed Compensation
Multi-year compensation (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $983,250 | $400,000 | $400,000 |
| All Other Compensation | $43,390 | $38,163 | $32,707 |
| Total | $3,740,703 | $1,238,821 | $1,755,998 |
2024 perquisites detail: Auto allowance/fuel $13,001, executive physical $4,181, 401(k) company contribution $15,525; total $32,707 .
Performance Compensation
2024 incentive design and outcomes:
| Metric | Weighting (of Salary) | Target | Actual | Payout % of Target | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Revenues to Plan | 25% | +9.5% YoY growth | +10.3% YoY (101% of plan) | 105% | $105,000 (25% × $400k × 1.05) | |
| Pre-Tax Profit to Plan | 50% | Company plan (adjusted for FX, legacy auto claims, interest, other items) | 97.5% of target (adjusted) | 85% | $170,000 (50% × $400k × 0.85) | |
| Total Cash Bonus | — | — | — | — | $275,000 | Paid Q1 2025 per plan |
Equity grants (2024):
- RSAs: 9,750 shares (grant 2/20/2024; fair value $399,263) and 10,252 shares (grant 12/13/2024; fair value $499,990). RSAs vest one-third annually beginning on the first anniversary of grant; dividends paid quarterly; no sale/transfer/pledge until vesting; immediate vesting upon change in control .
- PSUs: 3,750 target shares (grant 2/20/2024), cliff-vesting 2/20/2027; components at target: 1,250 Revenue CAGR shares, 1,250 Adjusted EBITDA Margin shares, 1,250 Relative TSR shares (vs S&P 500). Dividend equivalents accrue and are paid only upon vesting; no voting rights .
2023 PSUs remain outstanding and scheduled to vest 2/16/2026, subject to performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 709,795 shares (incl. 88,630 restricted stock awards and 38,990 shares in DRIP); <1% of shares outstanding . |
| Shares Outstanding (reference) | 485,075,627 as of Feb 28, 2025 . |
| Stock Ownership Guidelines | Executive Chairman/Chairman/CEO: 5× base salary; others: 3× or 2× depending on level; 5-year compliance window . |
| Hedging/Pledging Policy | Prohibits short sales, derivatives, hedging, and pledging for directors and named executive officers . |
| Options | None outstanding; company does not currently grant options . |
Unvested awards and vesting timeline (as of 12/31/2024):
- RSAs unvested: 10,252 (vest by 12/13/2027), 9,750 (vest by 2/20/2027), 6,188 (vest by 2/16/2027), 30,000 (vest by 1/28/2027), 36,000 (vest by 1/26/2027), 24,000 (vest by 1/26/2026), 10,620 (fully vested on 1/22/2025) .
- PSUs unvested: 7,500 (2024 grant; vest 2/20/2027), 8,250 (2023 grant; vest 2/16/2026) .
2024 stock vesting realized: 60,182 shares; value realized $2,619,805 (market value at vest dates) .
Employment Terms
- Agreements: Historically, no employment agreements for NEOs; 2025 CIC agreements were approved for Gahlhoff, Krause, Chandler—not for Wilson .
- Equity acceleration upon events: For RSAs, immediate vesting at change in control; for death/disability, RSAs accelerate (full/prorated). For PSUs, death/disability vest revenue CAGR and Adjusted EBITDA Margin components at target; TSR component does not vest; PSUs do not have CIC provisions .
- Potential equity vesting values at 12/31/2024 (closing price $46.35): Death—134,685 shares ($6,242,650); Disability—84,843 shares ($3,932,473); Change in Control—132,060 shares ($6,120,981) .
- Deferred Compensation Plan: 2024 executive contributions $1,538; 2024 earnings $202,557; aggregate balance $3,765,581 at 12/31/2024 . Plan allows deferrals, company match added in 2025 (50% match capped at 3% of deferrals per plan definitions) .
Board Governance
- Role: Executive Chairman; sets Board agendas, presides over Board and annual meeting; ensures Board resolutions carried into effect .
- Independence: Not independent; serves as a management director .
- Committees: Not listed as a member of Audit, HCM & Compensation, or Nominating & Corporate Governance Committees; serves as Board Chair. Committee chairs are independent directors .
- Lead Independent Director: Louise S. Sams; presides over executive sessions and leads independent director activities .
- Attendance: Each incumbent director attended ≥75% of aggregate Board and committee meetings in 2024; all attended the 2024 annual meeting .
- Proxy designation: Designated proxy holder for 2025 annual meeting alongside CEO .
Director compensation treatment: As an employee director, Wilson receives no additional director fees; non-employee director retainer/equity program is separate .
Related Party Transactions and Risks
- Orkin franchise agreements with John Wilson IV (son): New franchise entered Oct 1, 2024 (~$1.0M); Company received ~$0.2M royalties in 2024; approved by Nominating & Corporate Governance Committee .
- Broader related-party arrangements (aircraft/administrative) involve Rollins family entities and were committee-approved; not directly attributable to Wilson, but indicate governance oversight mechanisms .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total comp $1.756M with equity grants (RSAs/PSUs) and $275k performance bonus; no guaranteed increases; strong at-risk pay elements aligned with plan metrics .
- Shift in instruments: Company currently grants RSAs and PSUs; no stock options granted to employees—reduces leverage/option risk while tying awards to multi-year performance including TSR .
- Performance metrics: Bonus tied to revenue to plan and pre-tax profit to plan with threshold/maximum payout curves; PSUs tied to 3-year revenue CAGR, adjusted EBITDA margin, and relative TSR vs S&P 500 .
- Clawback: 2023 clawback policy compliant with SEC/NYSE for restatements; bonus agreements include misrepresentation recoupment .
- Hedging/pledging prohibited for directors/NEOs—mitigates misalignment risk .
Equity Ownership & Alignment Details
| Component | Data |
|---|---|
| Beneficial ownership vs shares outstanding | 709,795 shares; less than 1% of 485,075,627 shares . |
| Ownership guideline multiple | 5× base salary for Executive Chairman/Chairman/CEO; 5-year window to comply . |
| PSUs components at target (2024 grant) | Revenue CAGR 1,250; Adjusted EBITDA Margin 1,250; TSR 1,250 . |
| Upcoming vesting catalysts | 2023 PSUs (2/16/2026); 2020 RSAs (1/26/2026); 2021–2024 RSAs (through 2027); 2024 PSUs (2/20/2027) . |
Say-on-Pay & Peer Benchmarking
- Say-on-Pay: In April 2023, a substantial majority supported the triennial say-on-pay vote; company will continue triennial cadence .
- Peer group: 16 companies selected (size/industry aligned, env/facility services focus) to benchmark CEO and executive pay; Mercer engaged as independent consultant (2024 fees $223,000) .
Investment Implications
- Alignment: Wilson’s pay is meaningfully at risk via bonus and PSU metrics (revenue CAGR, EBITDA margin, relative TSR), with strict clawback and anti-hedging/pledging policies and 5× salary ownership guideline—supportive of shareholder alignment .
- Upcoming vesting and potential supply: Significant RSAs and PSUs vesting through 2026–2027 (e.g., 2023 PSUs in 2026; multiple RSA tranches and 2024 PSUs in 2027). 2024 vesting of 60,182 shares ($2.62M value) indicates ongoing supply from scheduled vesting, not options—monitor 10b5-1/Section 16 filings for sales around vest dates .
- Governance considerations: Executive Chairman role is not independent, but CEO role is separated and a Lead Independent Director presides over executive sessions—mitigating dual-role concerns; related-party franchise with his son is committee-approved but warrants monitoring for terms/renewals .
- Performance linkage: 2024 incentives paid exactly reflect disclosed achievement (revenue above plan, pre-tax profit near plan). Continued outperformance on revenue and sustaining adjusted EBITDA margins will drive PSU realization and influence insider liquidity/tax obligations upon vesting .