P. Russell Hardin
ROLLINSAbout P. Russell Hardin
Independent director of Rollins, Inc. since April 2023; age 67 as of Feb 28, 2025 . Retired President of the Robert W. Woodruff Foundation and affiliated foundations (served 2006–2025; joined staff in 1988), with prior law practice at King & Spalding (1982–1987) . Education: BA (high distinction) University of Virginia (1979) and JD (honors) Duke University School of Law (1982) . Core credentials include finance, management, strategic planning, philanthropy, governance, and law; currently lead independent trustee at Northwestern Mutual and director at Genuine Parts Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert W. Woodruff Foundation; Joseph B. Whitehead Foundation; Lettie Pate Evans Foundation; Lettie Pate Whitehead Foundation | President | 2006–2025; staff since 1988 | Offers experience in finance, management, strategic planning, philanthropy, governance, and law |
| King & Spalding | Attorney | 1982–1987 | Corporate law practice |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Genuine Parts Company | Director | Since 2017 | Public company |
| Northwestern Mutual Life Insurance Company | Lead independent trustee | Since 2011 | Mutual insurer (non-public) |
| Truist Atlanta Advisory Council | Director | Not disclosed | Advisory role |
| The Commerce Club (Atlanta) | Director | Not disclosed | Private club |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee (NCGC) .
- Independence: Board determined Hardin is independent; listed “Yes” in director table .
- Attendance: Company states each incumbent director attended ≥75% of Board and committee meetings in 2024; NCGC met 6 times; Board met 4 times .
- Board structure: Separate Executive Chairman Emeritus, Executive Chairman, CEO, and a Lead Independent Director (Louise S. Sams) who presides over executive sessions; non-management directors meet at least twice per year without management .
- Conflict oversight: NCGC reviews and approves all related party transactions per charter; a special subcommittee may be formed for conflicted matters .
Fixed Compensation
| Year | Board Cash Retainer ($) | Committee Chair Fees ($) | Equity Award ($) | Notes |
|---|---|---|---|---|
| 2024 | 100,000 | N/A (not a chair) | 100,000 (restricted stock; vested when issued; 1-year hold; subject to ownership guidelines) | Paid quarterly in arrears; equity post-Annual Meeting |
| 2025 (anticipated program) | 100,000 | Audit Chair 30,000; HCM&C Chair 15,000; NCGC Chair 12,000 | 150,000 | Program applies to all non-employee directors |
2024 Director Compensation (individual): Fees Earned $100,000; Annual Restricted Stock Award $100,000; Total $200,000 .
Performance Compensation
| Component | Structure | Metrics | Vesting/Holding |
|---|---|---|---|
| Non-employee director equity | Restricted stock | None (no performance conditions for director equity) | Vested when issued; 1-year hold and until ownership guideline met |
| Ownership guidelines | Minimum 3× annual cash retainer within five years | Based on prior fiscal year retainer and 90-day average stock price | Prohibited from selling company-granted stock for 1 year and until guideline met |
No director options or performance-based bonuses are disclosed for non-employee directors .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Significant Shareholder Group context | Controls ~42% voting power; many directors also serve on RPC, Inc. and Marine Products . |
| Hardin interlocks | Hardin is not listed among directors serving on RPC or Marine Products; his external public board is Genuine Parts Company . |
Expertise & Qualifications
- Legal training and governance leadership across major philanthropic foundations; prior corporate law experience .
- Board-level experience in large enterprises (Genuine Parts) and financial stewardship (lead independent trustee, Northwestern Mutual) .
- Skillset aligns with NCGC mandates: governance policies, related-party review, sustainability oversight .
Equity Ownership
| Metric | Mar 1, 2024 | Feb 28, 2025 |
|---|---|---|
| Shares beneficially owned | 7,927 | 10,155 |
| Ownership as % of outstanding | Not material (“**” in proxy table) | |
| Stock ownership guidelines (directors) | Must reach ≥3× cash retainer within 5 years; sale restrictions apply |
Policies: Directors prohibited from short-selling, derivatives, pledging/hedging; executives subject to clawback policy; directors subject to codes of conduct .
Governance Assessment
- Independence and role: Hardin is an independent director and serves on NCGC, positioning him in direct oversight of board composition, governance policies, sustainability disclosures, and related-party approvals—important for mitigating conflicts in a company with a concentrated shareholder group .
- Engagement: Board and NCGC met regularly in 2024, with company-wide disclosure that all directors met attendance thresholds; this supports baseline engagement expectations .
- Alignment: Receives balanced cash/equity director pay; equity carries holding requirements tied to stock ownership guidelines (skin-in-the-game over time) .
- Conflicts: No specific related-party transactions attributed to Hardin; NCGC’s formal role and use of special committees to review conflicts is a mitigating structure within a controlled-shareholder context .
- Signals: Increase in 2025 equity grant (to $150k) for all directors emphasizes longer-term alignment; continued independent leadership via Lead Independent Director and executive sessions supports board effectiveness .
Notes on Risk Indicators and Policies
- Hedging/pledging prohibited; directors covered by robust codes of conduct .
- Executive clawback policy in place (Section 16 officers) and recoupment provisions in bonus plans; supports compensation governance (applies primarily to executives) .
- Indemnification agreements exist for directors (standard market practice) .
No director-specific legal proceedings, investigations, pledging, or related-party transactions involving Hardin are disclosed in the latest proxies .