Susan R. Bell

About Susan R. Bell

Independent director of Rollins, Inc. since 2021; age 62; retired EY partner (36-year public accounting career) with deep audit, internal controls, ERM, and financial IT expertise; CPA in GA and TN; summa cum laude B.P.A., Mississippi State University . She chairs Rollins’ Audit Committee and is designated an “Audit Committee Financial Expert” by the Board .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; members include Bell (Chair), Carson, Gunning, Morrison .
• Audit Committee responsibilities include oversight of financial reporting, ICFR, internal audit, auditor independence, ERM, and cybersecurity risk management; reviews insider trading and anti-corruption policies; oversees sustainability reporting controls .
• Financial expertise: Board determined Ms. Bell is an “Audit Committee Financial Expert” and financially literate under NYSE rules; Board concluded her simultaneous service on more than three public company audit committees does not impair effectiveness on Rollins’ Audit Committee .
• Independence: Board determined all current and nominated non-management directors (including Bell) are independent under NYSE and company guidelines .
• Attendance: Each incumbent director attended at least 75% of Board and applicable committee meetings in 2024; Board held 4 meetings; Audit held 7 .
• Executive sessions: Non-management directors meet at least twice per year; independent directors meet separately at least annually .

Fixed Compensation (Director)

Performance Compensation (Director Equity)

Performance metrics tied to director equity: none disclosed for non-employee directors; awards are time-based restricted stock with holding requirements .

Other Directorships & Interlocks

• Interlocks and control: Ms. Bell and Mr. Gunning also serve on RPC, Inc. and Marine Products Corporation boards; these companies are controlled by the Rollins “Significant Shareholder Group,” which also controls ~42% of Rollins’ voting power .
• Independence assessment: Board unanimously concluded these relationships do not impair independent judgment; all non-management directors deemed independent .

Expertise & Qualifications

• Key skills: Accounting/audit, ICFR, ERM, financial IT systems, M&A/offerings; Audit Committee leadership; cybersecurity and sustainability reporting control oversight via Audit Committee mandate .
• Credentials: CPA (GA, TN); summa cum laude B.P.A., Mississippi State University .

Equity Ownership

No pledging by Ms. Bell is disclosed in the proxy .

Governance Assessment

• Strengths

  • Highly credentialed audit leader and designated financial expert; deep ICFR/ERM and audit background strengthens financial oversight and investor confidence .
  • Robust scope of Audit Committee oversight includes ERM, cybersecurity risk management, and sustainability reporting controls—aligned with emerging risk areas .
  • Director equity with mandatory holding period and ownership guidelines improves alignment; program increases equity value in 2025 .
  • Attendance expectations met across the Board; strong committee cadence (Audit: 7 meetings in 2024) .

• Watch items / potential red flags

  • Overboarding risk: Board notes Ms. Bell serves on more than three public company audit committees; although deemed not impairing by the Board, some investors view this as a workload risk requiring monitoring .
  • Related-party ecosystem: Significant Shareholder Group influence (~42% voting power) and multiple director overlaps with RPC/Marine Products create perceived interlock/conflict risk; Board has policies and Nominating & Corporate Governance Committee oversight for related-party transactions .
  • Related-party transactions (aircraft lease and services with entities affiliated with Gary W. Rollins) underscore need for rigorous independent oversight; these arrangements were approved per policy .

• Shareholder engagement signals

  • Say-on-pay: substantial majority approval in 2023; frequency set at every three years, indicating general support for compensation governance framework .

Notes on Related Party Oversight

• The Nominating & Corporate Governance Committee (not chaired by Bell) reviews and approves all related party transactions; it also oversees governance policies and sustainability disclosures .
• Audit Committee (chaired by Bell) oversees ERM and internal control environment, including elements relevant to fraud risk and compliance .

Director Compensation Summary (2024 actual for Bell)

Board and Committee Activity (2024)

Independence and Tenure

• Independent director; Director since 2021 (staggered board moving to annual terms by 2027) .
• Board determined independence under NYSE and company guidelines; nonmaterial relationships assessed do not preclude independence .

Summary Implications for Investors

• Bell’s audit expertise and role as Audit Chair are positives for financial reporting quality, ERM, and cyber oversight—key pillars for long-duration service businesses like Rollins .
• Interlocks with family-controlled affiliates and the Significant Shareholder Group concentration present governance optics risk; however, formal independence determinations and related-party approval processes mitigate, but do not eliminate, concern—continued monitoring is warranted .
• Director pay structure emphasizes equity with holding requirements and ownership guidelines, supporting alignment; 2025 equity increase further tilts mix toward stock-based compensation .