Patrick J. Gunning
ROLLINSAbout Patrick J. Gunning
Independent director of Rollins, Inc. since 2021; age 65 as of February 28, 2025 . He is a retired partner of Ernst & Young LLP (39-year public accounting career; partner since 2002) and served as Chief Financial Officer of the Robert W. Woodruff Arts Center from November 2020 to June 2022 . The Board designates him an “Audit Committee Financial Expert” under SEC rules and financially literate under NYSE standards . He holds a B.B.A. in Accountancy from the University of Notre Dame .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert W. Woodruff Arts Center, Inc. | Chief Financial Officer | Nov 2020 – Jun 2022 | Senior finance leadership at major nonprofit arts institution |
| Ernst & Young LLP | Partner; Southeast FAAS Leader; Southeast Retail & Consumer Products Industry Leader; Lead Audit Partner | 2002 – Jun 2020 | Led advisory/audit practices; extensive public company audit and financial reporting expertise |
| Arthur Andersen LLP | Partner; Lead Audit Partner; Assurance Division Leader | 1981 – 2002 | Led public/private company audits; division leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| RPC, Inc. | Director | Since 2021 | Company controlled by Rollins family Significant Shareholder Group; deemed nonmaterial relationship by Rollins Board for independence evaluations |
| Marine Products Corporation | Director | Since 2021 | Company controlled by Rollins family Significant Shareholder Group; deemed nonmaterial relationship by Rollins Board for independence evaluations |
| Additional interlock disclosure | — | — | The Significant Shareholder Group controls >50% of RPC and Marine Products; overlap includes Bell, Gunning, G. Rollins, P. Rollins, and Wilson as directors on those boards |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all current and nominated non‑management directors (other than Pamela R. Rollins) are independent; Audit, Nominating & Governance, and HCM & Compensation committees comprise independent directors . The Board concluded Gunning’s RPC/Marine Products roles do not impair independence (nonmaterial) . |
| Committee assignments | Audit Committee member . |
| Committee expertise | Identified as an SEC “Audit Committee Financial Expert” and financially literate under NYSE rules . |
| Tenure and term | Director since 2021; continuing director with current term expiring in 2026 . |
| Attendance | Each incumbent director attended at least 75% of Board and committee meetings in 2024; Board met 4 times, Audit 7 times . |
| Lead independent director/executive sessions | Lead Independent Director: Louise S. Sams; independent directors meet in executive session at least annually; non‑management directors meet at least twice annually, with lead independent director presiding . |
Fixed Compensation
| Program Element (Non‑Employee Director) | 2024 | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Payable quarterly |
| Annual equity award (restricted stock) | $100,000 | Vested when issued; one‑year holding period and until stock ownership guideline met |
| Committee chair retainers | Audit $30,000; HCM & Comp $10,000; N&G $6,000 | Additional to cash retainer |
| Director | 2024 Cash Fees | 2024 Annual Restricted Stock (Grant‑date fair value) | 2024 Total |
|---|---|---|---|
| Patrick J. Gunning | $100,000 | $100,000 | $200,000 |
| Anticipated 2025 Program | Amount |
|---|---|
| Annual cash retainer | $100,000 |
| Annual equity award | $150,000 |
| Lead Independent Director retainer | $30,000 |
| Committee chair retainers | Audit $30,000; HCM & Comp $15,000; N&G $12,000 |
Performance Compensation
- Rollins does not provide performance‑based cash bonuses or stock options to non‑employee directors; annual director equity consists of restricted stock vested at grant with a mandatory one‑year hold and until guideline compliance is achieved .
- No separate meeting fees disclosed; director compensation is structured as retainers plus equity; committee chairs receive additional cash retainers .
Other Directorships & Interlocks
| Company | Relationship to Rollins | Interlock / Control context |
|---|---|---|
| RPC, Inc. | Shared directors (Gunning among them) | Controlled by Significant Shareholder Group; interlocks reviewed; Board deemed nonmaterial for independence |
| Marine Products Corporation | Shared directors (Gunning among them) | Controlled by Significant Shareholder Group; interlocks reviewed; Board deemed nonmaterial for independence |
- Related‑party oversight: Rollins’ Nominating & Corporate Governance Committee reviews and approves related‑party transactions; it oversees compliance with conflict policies .
- Notable related‑party arrangements (FY24): aircraft leasing and administrative services with entities owned by or affiliated with Gary W. Rollins; these were approved per policy (Gunning not a disclosed party) .
Expertise & Qualifications
- Deep audit/financial reporting experience (EY partner; Arthur Andersen partner; public company lead audit partner) .
- CFO experience at a large nonprofit (Woodruff Arts Center), adding operational finance perspective .
- Recognized as Audit Committee Financial Expert and financially literate, strengthening Board oversight of ICFR, ERM, and cybersecurity through Audit Committee mandate .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 28, 2025) | 5,937 shares of Rollins common stock (beneficial ownership <1%) . |
| Shares outstanding reference | 485,075,627 shares outstanding as of Feb 28, 2025 . |
| Ownership as % of shares outstanding | ~0.0012% (5,937 / 485,075,627) . |
| Director stock ownership guideline | 3x annual cash retainer (value basis; five years to comply); sale prohibited for one year post‑grant and until guideline met . |
| Hedging/pledging policy | Directors prohibited from short‑selling, derivatives, and pledging company securities . |
Insider transactions (Form 4):
| Transaction Date | Form Type | Type | Shares Acquired/(Disposed) | Price | Post‑Txn Holdings | Source |
|---|---|---|---|---|---|---|
| 2025‑04‑22 | 4 | Award (A) – Common Stock | 2,695 | $0.00 | 8,632 | https://www.sec.gov/Archives/edgar/data/84839/000008483925000059/0000084839-25-000059-index.htm |
| 2024‑04‑26 | 4 | Award (A) – Common Stock | 2,228 | $0.00 | 5,937 | https://www.sec.gov/Archives/edgar/data/84839/000008483924000080/0000084839-24-000080-index.htm |
Governance Assessment
-
Strengths
- Independent director and Audit Committee Financial Expert; sits on Audit Committee overseeing ICFR, ERM, and cybersecurity risk management—aligns with investor expectations for financial oversight rigor .
- Consistent engagement: all incumbents met ≥75% attendance; Audit met 7x in 2024, indicating active committee cadence .
- Director pay mix includes meaningful equity with increased 2025 equity retainer ($150k), reinforcing alignment via ownership and mandated holding period .
-
Potential risk indicators / monitoring items
- Board interlocks with RPC, Inc. and Marine Products Corporation (both controlled by the Rollins family’s Significant Shareholder Group) could present perceived conflicts or information‑flow issues, though the Board has deemed these nonmaterial for independence; continued scrutiny of related‑party oversight is warranted .
- Rollins is family‑influenced (Significant Shareholder Group controls ~42% of voting power), necessitating robust independent director voice and committee oversight; Gunning’s audit expertise helps mitigate this risk .
-
Signals to investors
- Ongoing equity awards and ownership guidelines (3x retainer) coupled with anti‑hedging/pledging policies support alignment; beneficial ownership increased with April 2025 grant (to 8,632 shares) per Form 4 (https://www.sec.gov/Archives/edgar/data/84839/000008483925000059/0000084839-25-000059-index.htm).
Appendix: Committee Snapshot (for reference)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member; designated Financial Expert | 7 |
| Board | Director (independent) | 4 |
All citations: . SEC Form 4 URLs as cited in the Insider transactions table.