Thomas D. Tesh
ROLLINSAbout Thomas D. Tesh
Thomas D. Tesh is Vice President and Chief Administrative Officer (CAO) at Rollins, Inc., age 46; he joined Rollins in 2012 as VP of IT, served as CIO from 2020–2023, and was promoted to CAO in January 2023 to lead Project Governance and Corporate Services . Company performance metrics relevant to executive pay structures: 2024 revenue grew 10.3% YoY vs a 9.5% plan target (101% of plan), and adjusted pre-tax profit used for bonus purposes was 97.5% of goal after permitted adjustments . Over 2020–2024, Rollins’ cumulative TSR (value of a $100 investment) rose from 179 to 223, with net income increasing from $266.8M to $466.4M and pre-tax profit from $362.7M to $630.2M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rollins, Inc. | VP, Information Technology | 2012–2020 | Led corporate IT as foundation for project governance |
| Rollins, Inc. | Chief Information Officer | 2020–2023 | Oversaw enterprise technology; transitioned to CAO |
| Rollins, Inc. | Chief Administrative Officer | Jan 2023–present | Leads Project Governance and Corporate Services |
| ServiceMaster | Director of Mobility | 2010–2012 | Mobility initiatives supporting field operations |
| ServiceMaster/Terminix | Various leadership roles | 2000–2010 | Increasing responsibilities in operations/technology |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary ($) | Not disclosed | Proxy discloses compensation only for named executive officers (NEOs); Tesh is not an NEO |
| Target bonus (%) | Not disclosed | NEO Executive Bonus Plan details disclosed; Tesh-specific targets not provided |
| Actual bonus paid ($) | Not disclosed | Not included outside NEOs |
| Perquisites | Not disclosed | NEO perquisites table excludes Tesh |
Performance Compensation
The Executive Bonus Plan for NEOs in 2024 used revenue-to-plan and pre-tax profit-to-plan; while this illustrates the company’s pay-for-performance framework, Tesh-specific targets/payouts are not disclosed .
| Metric | Target | Actual | Payout vs Target |
|---|---|---|---|
| Revenue YoY growth | 9.5% | 10.3% | 105% of target element for NEOs |
| Pre-tax profit to plan (adjusted) | 100% | 97.5% | 85% of target element for NEOs |
Equity plan structure (company-wide): RSAs vest one-third per year starting on the first anniversary of grant (2024/2025 awards); PSUs cliff vest after three years based on Revenue CAGR, 3-year aggregate Adjusted EBITDA margin, and relative TSR vs S&P 500, with dividend equivalents and no voting rights prior to vest .
Equity Ownership & Alignment
| Item | Status | Policy Basis |
|---|---|---|
| Ownership guideline multiple | 3x base salary for “Other Rollins officers” (applies to executive officers beyond CEO/Chair) | Stock ownership guidelines; 5-year compliance period |
| Beneficial ownership (shares) | Not disclosed for Tesh | Beneficial ownership table lists NEOs/directors; Tesh not included |
| Vested vs unvested shares | Not disclosed | NEO outstanding awards disclosed only |
| Options outstanding | None (company does not currently grant options) | Company equity mix focuses on RSAs/PSUs; no options granted |
| Hedging/derivatives | Prohibited for all employees | Insider trading policy prohibits hedging and derivatives |
| Pledging | Prohibited for directors/NEOs; strongly discouraged for others | As written, pledging is barred for directors/NEOs and discouraged for other employees; Tesh is not an NEO |
| Clawback | Mandatory recovery for Section 16 officers on accounting restatements | Clawback policy effective Oct 2, 2023 |
Employment Terms
| Term | Disclosure | Notes |
|---|---|---|
| Employment start date | 2012 (joined as VP, IT) | Tenure at Rollins since 2012; CAO from Jan 2023 |
| Contract/offer letter | Not disclosed | Company historically uses offer letters; no employment agreements for most execs |
| Severance & CIC | No CIC agreement disclosed for Tesh | CIC agreements granted to CEO (3x), CFO (2x), CLO (1.5x); not to Tesh |
| Non-compete/non-solicit | CIC agreements include 2-year covenants (for covered execs) | Not applicable to Tesh absent CIC agreement |
| Equity change-in-control | RSAs vest immediately on change in control; PSUs have no CIC vesting; death/disability vest only certain PSU components at target | Company-wide award terms |
Performance & Track Record (Company Metrics Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – $100 initial investment (Company) | 179 | 158 | 171 | 207 | 223 |
| TSR – $100 initial investment (Peer Group) | 121 | 159 | 151 | 194 | 229 |
| Net Income ($) | 266,756,000 | 356,565,000 | 368,599,000 | 434,957,000 | 466,379,000 |
| Pre-Tax Profit ($) | 362,716,000 | 482,485,000 | 498,917,000 | 586,257,000 | 630,230,000 |
Compensation Structure Analysis
- Equity emphasis and three-year PSU design tie pay to multi-year Revenue CAGR, Adjusted EBITDA margin, and relative TSR, strengthening alignment with shareholder returns .
- RSAs now vest one-third annually starting year one (shorter vest start vs prior cycles), improving retention but increasing near-term vest liquidity; PSUs remain cliff-vest with performance hurdles, limiting discretionary payouts .
- Executive bonus plan uses objective, annually measured revenue and pre-tax profit-to-plan metrics; 2024 committee discretion applied to pre-tax profit to neutralize unusual items (FX, legacy auto claims, interest), a practice to watch for consistency across cycles .
Investment Implications
- Retention and selling pressure: Standard RSA/PSU schedules encourage retention; RSAs accelerate on change-in-control, while PSUs do not—limiting windfall risk and tying value to fundamentals; monitor Section 16 filings for any Tesh stock sales/vestings to gauge near-term supply dynamics .
- Alignment and governance: Ownership guidelines (3x salary for officers), hedging ban, pledging discouraged for non-NEOs, and clawback for Section 16 officers collectively reduce misalignment and risk-taking; lack of disclosed pledging by Tesh removes a common red flag .
- Change-in-control economics: No disclosed CIC agreement for Tesh (agreements granted only to CEO/CFO/CLO), implying less personal economic protection in a transaction; this can be positive for shareholder alignment but could pose retention risk in event-driven scenarios .
- Pay-for-performance: 2024 revenue and adjusted pre-tax outcomes produced above-target payout on revenue and below-target on profit for NEOs; while Tesh-specific payouts are not disclosed, the framework indicates a disciplined linkage to financial performance .
Key gaps: Tesh’s base salary, bonus targets/payouts, equity grant amounts, and beneficial ownership are not disclosed in the proxy (outside NEO coverage). For trading signals and deeper alignment analysis, monitor future DEF 14A disclosures and Form 4 insider filings .