Louise S. Sams
ROLLINSAbout Louise S. Sams
Louise S. Sams, 67, is Rollins’ Lead Independent Director, Chair of the Nominating & Corporate Governance Committee, and a member of the Human Capital Management & Compensation (HCMC) Committee. She joined the Rollins board in 2022 and was appointed Lead Independent Director following the 2024 annual meeting; the board has determined she is independent under NYSE standards and company guidelines . A former EVP & General Counsel of Turner Broadcasting (2000–Sep 2019) and President of Turner Broadcasting System International (Sep 2003–May 2012), she brings deep expertise in technology, data privacy, information security, IP, M&A, and enterprise risk management; she holds a J.D. from the University of Virginia and a B.A. magna cum laude from Princeton University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turner Broadcasting System, Inc. | Executive Vice President & General Counsel | 2000 – Sep 2019 | Led global legal function across licensing, production, distribution, IP, employment, litigation, M&A/JVs; enterprise-wide risk, technology, and data/privacy governance |
| Turner Broadcasting System International, Inc. | President | Sep 2003 – May 2012 | Oversaw production, distribution, ad sales for international entertainment/kids networks and CNN international; JV governance |
| White & Case | Associate, M&A | Pre-1993 (joined Turner in 1993) | Public company transactions; corporate governance perspective |
External Roles
| Organization | Role | Since | Committees / Responsibilities |
|---|---|---|---|
| CoStar Group | Director | Dec 2019 | Audit Committee member |
| Loop Industries | Director | Apr 2021 | Audit; Compensation & Governance Committees |
| Princeton University (non-profit) | Trustee; Chair of the Board | Current | Chairs Executive, Board Development, and Compensation Committees |
| High Museum of Art; Woodruff Arts Center; The Westminster Schools (non-profit) | Trustee/Board roles | Current | Governance and oversight roles |
Board Governance
- Leadership and independence: Serves as Lead Independent Director with responsibilities to set agendas and preside over executive sessions of non-management/independent directors; liaison between the Executive Chairman, CEO, and independent directors; available for shareholder engagement as appropriate . Board has affirmatively determined she and other non-management directors (other than P. R. Rollins) are independent .
- Committees: Chair, Nominating & Corporate Governance Committee; Member, Human Capital Management & Compensation Committee . HCMC Committee composed solely of independent directors, with no compensation committee interlocks; none were current/former officers; no related-person transactions requiring disclosure for members .
- Attendance and engagement: All incumbent directors attended at least 75% of aggregate Board and relevant committee meetings in 2024; all directors attended the prior annual meeting. Executive sessions of non-management and independent directors are held, and as Lead Independent Director, Sams presides .
- Meeting cadence (2024): Board (4), Audit (7), HCMC (5), Nominating & Corporate Governance (6) .
- Related-party transaction oversight: As N&CG Chair, oversees related party transaction approvals per charter; the committee reviewed and approved aircraft/administrative services arrangements with entities affiliated with the Rollins family and a franchise agreement with a director’s family member, consistent with policy .
Fixed Compensation
- Structure and levels (Non-Employee Directors):
- 2024 program: Annual cash retainer $100,000; annual restricted stock award $100,000 (vested when issued but subject to one-year holding and ownership guideline compliance); Chair retainers: Audit $30,000; HCMC $10,000; N&CG $6,000 .
- 2025 anticipated: Annual cash retainer $100,000; annual equity award $150,000; Lead Independent Director retainer $30,000; Chair retainers: Audit $30,000; HCMC $15,000; N&CG $12,000 .
| 2024 Director Compensation (USD) | Fees Earned (Cash) | Annual Restricted Stock Award | Total |
|---|---|---|---|
| Louise S. Sams | 104,500 | 100,000 | 204,500 |
- Stock ownership guidelines (directors): Must beneficially own ≥3x the annual cash retainer within five years; company stock granted may not be sold for one year post-grant and until guideline compliance is achieved .
Performance Compensation
- Non-employee director pay at Rollins does not include performance-based cash bonuses or options; the equity element is time-based restricted stock (vested on grant with holding requirements), aligning interests through ownership and holding, not performance metrics .
Other Directorships & Interlocks
- Current public boards: CoStar Group (Audit Committee); Loop Industries (Audit; Compensation & Governance) .
- Internal interlocks context: The “Significant Shareholder Group” controls ~41.94% of Rollins; certain Rollins directors simultaneously serve on boards of RPC, Inc. and Marine Products Corp. (Bell, Gunning, P. R. Rollins, G. W. Rollins, Wilson). Sams is not listed as a director of RPC or Marine Products .
- Compensation committee interlocks: None for Rollins’ HCMC Committee (members Jones, Morrison, Sams); no cross-servicing with other companies’ executive officers disclosed .
Expertise & Qualifications
- Legal and governance: Two decades as Turner EVP & General Counsel overseeing global legal, IP, content licensing/clearance, litigation, M&A/JVs; prior M&A practice at White & Case .
- Technology, cybersecurity, and privacy: Experience in information security, data privacy, and enterprise risk management—relevant to Rollins’ board oversight of cybersecurity and ERM .
- Education: J.D., University of Virginia; B.A. magna cum laude, Princeton University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As of |
|---|---|---|---|
| Louise S. Sams | 5,937 | ~0.0012% (5,937 of 485,075,627) | Feb 28, 2025 |
- Policy constraints: Directors are prohibited from short sales, options/derivatives, and pledging company securities; hedging/monetization transactions are also prohibited .
- Director ownership guideline: ≥3x annual cash retainer within five years of becoming subject to the guideline .
Governance Assessment
- Strengths for investor confidence:
- Independent Lead Director with explicit authorities and regular executive sessions enhances board oversight and independent challenge; Sams presides over these sessions .
- Robust committee roles: Chairs N&CG (governance, related party oversight, sustainability disclosures) and serves on HCMC (executive compensation, human capital, succession); both committees composed solely of independent directors; no interlocks disclosed .
- Director pay mix leans toward equity plus holding requirements and ownership guidelines, aligning with long-term shareholder interests .
- Anti-hedging/pledging policy applies to directors, supporting alignment and mitigating red flags around pledging .
- Indemnification agreements in place for directors, supporting effective board service without undue litigation risk .
- Sensitivities and monitoring items:
- Significant family control (~41.94%) and multiple intra-group interlocks at RPC/Marine Products warrant continued focus on related party oversight; as N&CG Chair, Sams’ committee reviews and approves such transactions (e.g., aircraft/administrative arrangements; a franchise agreement with a director’s family member), which were approved consistent with policy .
- Attendance: Company discloses all incumbents met the ≥75% threshold in 2024; continue to monitor individual attendance in future proxies for any deviations from full engagement .