Paul D. Donahue
ROLLINSAbout Paul D. Donahue
Paul D. Donahue (age 68) is a new independent nominee to the Rollins, Inc. Board. He is Non‑Executive Chairman of Genuine Parts Company (GPC); he previously served as GPC’s CEO (2016–2024) and Chairman (2019–2024). Earlier, he held executive roles at S.P. Richards (a GPC business) and senior roles at Newell Office Products, including President of Sanford North America (1998–2002). If elected at the 2025 Annual Meeting, he would serve a one‑year term as the Board transitions to annual elections by 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genuine Parts Company | Non‑Executive Chairman | Current | Fortune 200 distributor leadership experience |
| Genuine Parts Company | Chairman | 2019–2024 | Oversaw strategy and governance as Chair |
| Genuine Parts Company | Chief Executive Officer | 2016–2024 | Led global auto/industrial distribution; operating expertise |
| S.P. Richards (GPC business) | Executive leadership roles | Prior to 2016 | Business products operations leadership |
| Newell Office Products | President, Sanford North America; VP; VP Sales | 1991–2002 | Commercial execution and brand leadership |
External Roles
| Organization | Position | Dates | Notes |
|---|---|---|---|
| Genuine Parts Company | Non‑Executive Chairman (public) | Current | Public company directorship; potential time commitment |
| Truist Financial Corporation | Director (public) | 2019–2023 | Prior public board service |
| Metro Atlanta Chamber | Chair | 2023 | Regional economic leadership |
| Carlyle Fraser Heart Center | Advisory Committee Member | Current | Community involvement |
| Woodruff Arts Center | Board of Trustees Member | Current | Non‑profit governance |
| United Way; Boys & Girls Clubs; Shepherd Center; City of Refuge | Supporter | N/A | Philanthropic engagement |
Board Governance
- Status: New independent nominee; Board increased to 12 directors with his nomination . Lead Independent Director: Louise S. Sams (appointed April 25, 2024) .
- Independence: Board determined all non‑management current and nominated directors (including Mr. Donahue) are independent under NYSE and company guidelines .
- Committee assignments: Not yet assigned; Nominating & Corporate Governance Committee recommends committee chairs/assignments .
- Attendance expectations: Incumbent directors attended ≥75% of 2024 Board/committee meetings; all directors attended last Annual Meeting. (Not applicable to Mr. Donahue in 2024 as he was not yet on the Board.) .
- Meeting cadence (2024): Board 4; Audit 7; Human Capital Mgmt & Compensation 5; Nominating & Corporate Governance 6 .
- Declassification: One‑year terms will be phased in by 2027; Board to be declassified, a governance-positive shift .
Fixed Compensation
Applies to non‑employee directors (including Mr. Donahue if elected).
| Component | 2024 Program | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly in arrears; first quarter prorated for new appointees |
| Committee chair retainers | Audit: $30,000; HCM&C: $10,000; Nominating & Gov: $6,000 | Additional to base retainer |
| 2025 anticipated changes | Cash: $100,000; Lead Director: $30,000; Audit Chair: $30,000; HCM&C Chair: $15,000; Nominating & Gov Chair: $12,000 | Equity award increase noted below |
Performance Compensation
Director equity is time‑based restricted stock (no performance metrics).
| Element | 2024 | 2025 (Anticipated) | Vesting/Holding | Performance Metrics |
|---|---|---|---|---|
| Annual equity award (restricted stock) | $100,000 fair value | $150,000 fair value | Vested when issued; must be held 1 year and until ownership guideline compliance | None disclosed; director grants are not performance‑conditioned |
Additional policies affecting alignment and risk:
- Non‑Employee Director Stock Ownership Guidelines: Must own ≥3× annual cash retainer within 5 years; cannot sell Company‑granted stock for 1 year post‑grant and until compliant .
- Hedging/Pledging: Directors prohibited from shorting or engaging in derivatives/hedging; pledging is prohibited for directors and named executive officers .
- Clawback: Executive clawback policy (adopted in 2023) applies to Section 16 officers regarding restatements; policy describes mandatory recovery but is specified for “Section 16 officers,” not directors .
Other Directorships & Interlocks
- Compensation committee interlocks: Company discloses no interlocks involving its executives and other entities’ boards/compensation committees; current HCM&C Committee members are independent (Mr. Donahue is not listed on this committee) .
- No related-party transactions identified for Mr. Donahue in the proxy’s related‑party disclosures; independence affirmed for all non‑management nominees .
Expertise & Qualifications
- Scale operations and distribution leadership from a Fortune 200 company; CEO/Chair experience at GPC .
- Prior commercial leadership at Newell/Sanford; broad sales and operations background .
- Regional and civic leadership roles signaling network reach and stakeholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Paul D. Donahue | 0 | <1% | As of Feb 28, 2025; new nominee |
| Ownership guideline | 3× annual cash retainer within 5 years | — | Company prohibits director hedging/pledging |
Governance Assessment
- Strengths:
- Independent nominee with deep operating and distribution expertise as former CEO/Chair of GPC; adds seasoned external perspective to a board with significant family ownership influence .
- Director pay structure is equity‑heavy in 2025 ($150k equity vs $100k cash), increasing alignment; robust director ownership guidelines and hedging/pledging prohibitions are investor‑friendly .
- Board moving to annual elections by 2027, improving accountability .
- Watch items / potential red flags:
- Significant Shareholder Group controls ~42% voting power, and there are ongoing related‑party arrangements (aircraft leases and franchise agreement) involving Rollins family entities; none involve Mr. Donahue but they frame the board’s conflict‑oversight environment .
- As of the record date, Mr. Donahue reported no ROL share ownership; while normal for a new nominee, investors may watch for timely progress toward ownership guidelines after election .
- Engagement/attendance: Board‑level attendance met policy thresholds in 2024; Donahue’s attendance will be assessable after his first year .
- Committee leadership and workload: Lead Independent Director role established (2024); 2024 committee cadence indicates an active board; Donahue’s eventual committee placement will signal where his expertise will be leveraged (e.g., HCM&C or Nominating/Governance) .