UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment

(Amendment No. )

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☐    Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)

Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Under Rule 14a-12under §240.14a–12

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ROLLINS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)


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Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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Fee paid previously with preliminary materials.

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Check box if any part of the fee is offset as provided

Fee computed on table in exhibit required by Item 25(b) per Exchange Act RuleRules 14a6(i)(1) and 0-11 (a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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ROLLINS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

2170 Piedmont Road, N.E., Atlanta, Georgia 30324



TO THE HOLDERS OF THE COMMON STOCK:


PLEASE TAKE NOTICE that the 20182023 Annual Meeting of Stockholders (the “Annual Meeting”) of ROLLINS, INC.,Rollins, Inc. a Delaware corporation (the "Company"(“Rollins” or the “Company”), will be held at the Company'sCompany’s corporate office located at 2170 Piedmont Road, N.E.,NE, Atlanta, Georgia, 30324, on Tuesday, April 24, 2018,25, 2023, at 12:30 P.MP.M. for the following purposes, as more fully described in the proxy statement accompanying this notice:



1.To elect threeone Class II and four Class I director nominees identified into serve as directors of the attached Proxy Statement to the BoardCompany until our 2024 and 2026 annual meeting of Directors;stockholders, respectively, or until their successors are duly elected and qualified;

2.To ratifyhold an advisory (non-binding) vote to approve the appointmentcompensation of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;Company’s named executive officers;

3.To hold an advisory (non-binding) vote on the frequency of future stockholder advisory votes to approve the proposed 2018 Stock Incentive Plan;compensation paid to the Company’s named executive officers; and

4.To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting.

The Proxy Statement dated March 21, 201815, 2023 is attached.


The Board of Directors has fixed the close of business on February 28, 2018,March 1, 2023 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.


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As permitted by the U.S. Securities and Exchange Commission (the “SEC”) rules, the Company is making the proxy materials relating to the Annual Meeting, including this Proxy Statement and accompanying proxy card are being mailed to our stockholders along with the Company’s 20172022 Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Voting can2022 (the “Annual Report”), available to our stockholders electronically via the internet. On or about March 15, 2023, we mailed to our stockholders an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be completedheld on April 25, 2023 (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received a Notice by returningmail, you will not receive a printed copy of the proxy card, throughmaterials in the telephone at 1-877-456-7915 or online at http://proxy.georgeson.com/.

Important notice regardingmail unless you request a copy. The Notice instructs you on how to access and review all important information contained in the availabilityProxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Notice.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of the Stockholders to be held on April 24, 2018:25, 2023: The proxy statementProxy Statement and annual report to security holdersAnnual Report are available at

http://www.edocumentview.com/ROL.

BY ORDER OF THE BOARD OF DIRECTORS
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Elizabeth B. Chandler
Secretary
Atlanta, Georgia
March 21, 2018

www.viewproxy.com/ROL/2023.

We encourage you to take advantage of the availability of the proxy materials on the internet in order to help lower the costs of delivery and reduce the Company’s environmental impact.

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BY ORDER OF THE BOARD OF DIRECTORS

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Elizabeth B. Chandler

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Secretary

Atlanta, Georgia

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March 15, 2023

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Whether or not you expect to attend the annual meeting, please sign, date and return the enclosed proxy card promptly. Alternatively, you may give a proxy by telephone or over the Internetinternet by following the instructions on your proxy card.card or Notice. If you decide to attend the meeting, you may, if you wish, revoke the proxy and vote your shares in person.

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PROXY STATEMENT

Letter from our Executive Chairman of the Board

To our Stockholders,

On behalf of the Board of Directors, we are pleased to share that we will hold our 2023 Annual Meeting of Stockholders on Tuesday April 25th, 2023, at 12:30 P.M.

Thanks to our team members around the globe, we had another year of tremendous growth and solid financial results in 2022. Our operations performed well, and we had impressive growth in every business line. The strength of our brands enabled customers to select, retain and expand our services at very high levels. Living up to our brand promises is the hallmark of the longevity and sustainable business model that we have built at Rollins.

2023 Chief Executive Officer Succession

In December 2022, pursuant to the previously announced 2023 CEO Succession Plan, the Board of Directors elected Jerry E. Gahlhoff, Jr. to serve as the Chief Executive Officer of the Company, in addition to his role as President, effective January 1, 2023. This Proxy Statementtransition led to our reconsideration of separating the Board Chairman and Chief Executive Officer roles, which is described in more detail under the section titled “Board Leadership Structure” on page 7. Jerry, who was previously elected to serve as a member of our Board of Directors in 2021, is an exceptional leader, with great vision and a formdeep understanding of our industry and our customers.  

Updated Mission and Core Values

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The complexity of our business continues to rise as we acquire more companies and expand our global footprint. As Rollins has evolved over the years to becoming a parent company to many strong brands, we have updated our mission and approach for supporting our acquired companies so that we can drive and sustain our performance and leverage best practices within our portfolio of brands.  In 2022, we clarified our mission to enable us to optimize how we guide, govern, and support our rapidly growing company. Our new mission includes the following five core values: Continuous Improvement, Do the Right Thing, Service, Accountability and Collaboration. We believe these core values will help guide our actions as a parent company, and better position us to support our entire portfolio of brands.

Continued Commitment to Workplace Inclusion

Our Company’s greatest asset is our people. We are proud to continuously execute on our long-standing commitment to attract the best talent, provide best-in-class training, promote from within our Company, and create a nurturing and inclusive work environment for all employees. In 2022, we continued to reinforce our Workplace Inclusion efforts, an initiative that has become integral to our long-term strategy and has been incorporated into the fabric of our organization. We make it a priority to promote and create a diverse, equitable and inclusive workplace every day and with everything that we do. We strongly believe our efforts result in higher levels of satisfaction and engagement, stronger team member retention, higher productivity, and a heightened sense of belonging.

Moving Forward

I am optimistic about our future and what we can accomplish together in 2023. On behalf of our Board of Directors and our employees around the world, we want to thank you for your continued support and investment in Rollins, Inc. We are excited for the future and our ability to deliver long-term shareholder returns.

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Gary W. Rollins

Executive Chairman of the Board

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PROXY STATEMENT

We are furnishing the proxy were first mailedmaterials to stockholders on or about March 21, 2018. 15, 2023. The Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 25, 2023, Proxy Statement and the Annual Report are available at http://www.viewproxy.com/ROL/2023.

The following information concerning the proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 24, 2018,25, 2023, is submitted by the Company to the stockholders in connection with the solicitation of proxies on behalf of the Company’s Board of Directors.


SOLICITATION OF AND POWER TO REVOKE PROXY


A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the Company will be voted in favor of the candidates for the election to the Board of Directors, in favor of ratificationthe advisory (non-binding) vote to approve the compensation of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2018Company’s named executive officers and in favor of the 2018 Stock Incentive Plan.


frequency of such advisory (non-binding) votes to be held every three years. We have designated Gary W. Rollins and John F. Wilson, the Company’s Executive Chairman and Vice-Chairman, respectively, as proxies for the 2023 Annual Meeting of Stockholders.

A stockholder executing and delivering a proxy has the power to revoke the same and the authority thereby given at any time prior to the exercise of such authority, if hethey so elects,elect, by contacting either proxy holder, by timely submitting a later dated proxy changing yourtheir vote, or by attending the meeting and voting in person. However, a beneficial stockholder who holds histheir shares in street name must secure a proxy from histheir broker before hethey can attend the meeting and vote. All costs of solicitation have been, and will be, borne by the Company.


Householding and Delivery of Proxy Materials

HOUSEHOLDING AND DELIVERY OF NOTICE OR PROXY MATERIALS

The Company has adopted the process called “householding” for any notice or proxy materials in order to reduce printing costs and postage fees. Householding means that stockholders who share the same last name and address will receive only one copy of the notice or proxy material,materials, unless we receive contrary instructions from any stockholder at that address. The Company will continue to mail a proxy card to each stockholder of record.


If you prefer to receive multiple copies of the proxy material at the same address, additional copies will be provided to you promptly upon written or oral request. If you are a stockholder of record, you may contact us by writing to the Company at 2170 Piedmont Rd., NE, Atlanta, GA 30324 or by calling 404-888-2000. Eligible stockholders of record receiving multiple copies of the proxy materialmaterials can request householding by contacting the Company in the same manner.



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CAPITAL STOCK


The outstanding capital stock of the Company on February 28, 2018March 1, 2023 consisted of 218,197,322492,744,242 shares of Common Stock, par value $1.00 per share. Holders of Common Stock are entitled to one vote (non‑cumulative)(noncumulative) for each share of such stock registered in their respective names at the close of business on February 28, 2018,March 1, 2023, the record date for determining stockholders entitled to notice of and to vote at the meeting or any adjournment thereof.

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MATTERS TO BE VOTED ON AND VOTES NEEDED FOR APPROVAL

A majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions and “broker non-votes” will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a “non-routine” matter, the organization that holds your shares will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. The situation in which a broker is able to vote on some matters at a meeting but not others is generally referred to as a “broker non-vote” with respect to those matters on which the broker cannot vote. Each proposal listed below is a matter considered “non-routine” under applicable rules. Therefore, there will be no broker non-votes with respect to any proposal below. In accordance with the General Corporation Law of the state of Delaware, the electionfollowing votes are needed for approval of the nominees named herein as Directors will require the affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in the election provided that a quorum is present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required, the outcome is solely a matter of comparing the number of votes cast for each nominee, with those nominees receiving the most votes being elected, and hence only votes for director nominees (and not abstentions or broker non-votes) are relevant to the outcome. In this case, the nominees receiving the most votes will be elected. The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the meeting is required to approve the ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2018 and to approve the 2018 Stock Incentive Plan. Abstentions will have the effect of a vote against the proposals for the ratification of the appointment of the Company’s independent registered public accounting firm and to approve the 2018 Stock Incentive Plan, while broker non-votes will have no effect on either proposal and will be disregarded. proposal:

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PROPOSAL

VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTION AND BROKER NON-VOTES

Proposal No. 1:

The election of one Class II and four Class I director nominees to serve as directors of the Company until our 2024 and 2026 annual meeting of stockholders, respectively, or until their successors are duly elected and qualified.

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The election of the director nominees named herein will require the affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in the election, provided that a quorum is present at the Annual Meeting.

In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required, the outcome is solely a matter of comparing the number of votes cast for each nominee, with those nominees receiving the most votes being elected, and hence only votes for director nominees (and not abstentions or broker non-votes, as described above) are relevant to the outcome. In this case, the Class I nominee receiving the most votes and the four Class II nominees receiving the most votes will be elected.

Proposal No. 2:

Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers.

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The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the meeting is required to approve the advisory (non-binding) vote on the compensation of the Company’s named executive officers.

Abstentions will have the effect of a vote against this proposal.

As described above, there will be no broker non-votes with respect to this proposal. However, because this proposal is an advisory (non-binding) vote, the result will not be binding on our Board of Directors or the Company.

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Proposal No. 3:

Advisory (non-binding) vote on the frequency of future advisory stockholder votes to approve executive compensation

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The affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote at the meeting is required on the proposal on whether an advisory (non-binding) vote on executive compensation should be held every one, two or three years, meaning that the option that receives the highest number of favorable votes will be considered to represent the non-binding preference of stockholders for the frequency of future advisory votes on executive compensation.

Abstentions will have the effect of a vote against this proposal.

As described above, there will be no broker non-votes with respect to this proposal. However, because this proposal is an advisory (non-binding) vote, the result will not be binding on our Board of Directors or the Company.

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There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this Proxy Statement. It is expected that shares held of record and beneficially by officers and directors of the Company, which in the aggregate represent approximately 564.70 percent of the outstanding shares of Common Stock as of the record date, will be voted for the director nominees, for the ratificationapproval, on an advisory (non-binding) basis, of the appointmentcompensation of the Company’s independent registered public accounting firm, and for the approval of the 2018 Stock Incentive Plan.




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STOCK OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The names of the executives recognized in the Summary Compensation Table and the name and address of each stockholder (or “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who owned beneficially over five percent (5%) of the shares of Common Stock of the Company on February 28, 2018, together with the number of shares owned by each such person and the percentage of outstanding shares that ownership represents, and information as to Common Stock ownership of thenamed executive officers, and directors of the Company as a group (according to information received by the Company) are set out below:
Name and Address of Beneficial Owner Amount Beneficially Owned (1) Percent of Outstanding Shares
     
R. Randall Rollins 115,524,177
(2)52.9
Chairman of the Board    
2170 Piedmont Road, N.E.    
Atlanta, Georgia    
     
Gary W. Rollins 117,361,417
(3)53.8
Vice Chairman and Chief Executive Officer    
2170 Piedmont Road, N.E.    
Atlanta, Georgia    
     
Paul E. Northen 484,219
(4)0.2
Vice President, Chief Financial Officer and Treasurer    
2170 Piedmont Road, N.E.    
Atlanta, Georgia    
     
John F. Wilson 353,026
(5)0.2
President and Chief Operating Officer    
2170 Piedmont Road, N.E.    
Atlanta, Georgia    
     
Thomas E. Luczynski 153,777
(6)0.1
Corporate Secretary    
2170 Piedmont Road, N.E.    
Atlanta, Georgia    
     
     
All Directors and Executive Officers as a group (11 persons) 121,842,332
(7)55.8

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(1)    Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.

(2)Includes 7,069,464* shares of Company Common Stock held in two charitable trusts of which he is a co-trustee and as to which he shares voting and investment power. Also includes 477,661* shares of Company Common Stock held by his wife. Also includes 107,483,337* shares of Company Common Stock owned by RFPS Management Company I, L.P., a Georgia limited partnership. The general partner of RFPS Management Company I, L.P., is RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc., a Georgia corporation. Mr. R. Randall Rollins is an officer and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Also includes 225,100 shares of restricted stock awards for Company Common Stock, 12,888 shares of Company Common Stock in an individual retirement account and 5,409 shares of Company Stock in the Rollins 401(k) Savings Plan. Mr. R. Randall Rollins is part of a control group holding company securities that includes Mr. Gary W. Rollins, as disclosed on a Schedule 13D on file with the U.S. Securities and Exchange Commission.

(3)Includes 7,069,464* shares of the Company Common Stock held in two charitable trusts of which he is a co-trustee and as to which he shares voting and investment power. Also includes 9,890* shares of Company Common Stock held by his wife. Also includes 107,483,337* shares of Company Common Stock owned by RFPS Management Company I, L.P., a Georgia limited partnership. The general partner of RFPS Management Company I, L.P., is RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc., a Georgia corporation. Mr. Gary W. Rollins is an officer and director of LOR, Inc. Mr. R. Randall Rollins and Mr. Gary W. Rollins have voting control of LOR, Inc. Also includes 249,400 shares of restricted stock awards for Company Common Stock, 44,060 shares of Company Common Stock in the Company’s employee stock purchase plan, and 7,475 shares of Company Common Stock held in the Rollins 401(k) Savings Plan. Mr. Gary W. Rollins is part of a control group holding company securities that includes Mr. R. Randall Rollins, as disclosed on a Schedule 13D on file with the U.S. Securities and Exchange Commission.

(4)Includes 429,119 shares of Company Common Stock held by the Rollins Pension Plan as to which Mr. Northen has voting power. Also includes 49,000 shares of restricted stock awards for Company Common Stock.

(5)Includes 120,000 shares of restricted stock awards for Company Common Stock and 12,193 shares of Company Common Stock in the Company’s employee stock purchase plan.

(6)Includes 18,900 shares of restricted stock awards for Company Common Stock.

(7)Shares held in trusts as to which more than one officer and/or director are co-trustees or entities in which there is common stock ownership have been included only once.

*Mr. R. Randall Rollins and Mr. Gary W. Rollins disclaim any beneficial interest in these holdings.

Stock Ownership Requirements

The Company has adopted stock ownership guidelines for the named executive officers identified in the previous table and for key executives designated by the Compensation Committee.  The current guidelines as determined by the Compensation Committee include: 

1.Chairman of the Board of Directors and CEO – Ownership equal to 5 times base salary
2.Rollins, Inc. President – Ownership equal to 4 times base salary
3.Other Rollins Officers and Orkin, LLC President – Ownership equal to 3 times base salary
4.Division and Brand Presidents – Ownership equal to 2 times base salary
5.Other covered executives – Ownership equal to 1 times base salary

The covered executives have a period of four years in which to satisfy the guidelines, from the date of appointment to a qualifying position. Shares counted toward this requirement will be based on shares beneficially owned by such executive (as beneficial ownership is defined by the SEC’s rules and regulations) including shares owned outright by the executive, shares held in the Rollins 401(k) Savings Plan, shares held in the Rollins employee stock purchase and dividend reinvestment plan, shares obtained through stock option exercise and held, restricted stock awards whether or not vested and shares held in trust in the employee’s name.  Once achieved, ownership of the guideline amount must be maintained for as long as the individual is subject to the Executive Stock Ownership Guidelines and the executive is required to retain a minimum of 25% of any future equity awards.


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PROPOSAL 1:

ELECTION OF DIRECTORS

At the Annual Meeting, Messrs. Gary W. Rollins and Larry L. Prince and Ms. Pamela R. Rollins will be nominated to serve as Class II directors. The nominees for election at the 2018 Annual Meeting are now directors of the Company. The directors in Class II will serve for a termfrequency of every three years. years for future advisory (non-binding) votes on executive compensation.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership Structure

The director nominees will serve in their respective class until their successors are elected and qualified. Six other individuals serve as directors but are not standing for re‑election because their terms as directors extend past this Annual Meeting pursuant to provisions of the Company's by-laws, which provide for the election of directors for staggered terms, with each director serving a three-year term. Unless authority is withheld, the proxy holders will vote for the election of each nominee named below as a director. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who shall be designated by the presentRollins’ Board of Directors and recommended(the “Board”) is led by the Nominating and Governance Committee to fill such vacancy.



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Director Qualifications

As described in more detail below, we believe that each of our directors are well suited to serve on our Board for a variety of individual reasons and because collectively they bring a wealth of experience from diverse backgrounds that have combined to provide us with an excellent mix of experiences and viewpoints. The information below has the name and age of each of our directors and each of the nominees with his or her principal occupation, together with the number of shares of Common Stock beneficially owned, directly or indirectly, by each and the percentage of outstanding shares that ownership represents, all as of the close of business on February 28, 2018 (according to information received by the Company), other board memberships and the period during which he has served us as a director.

























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Name Principal Occupation (1) Service as Director Age Shares of
Common Stock (2)		 Percent of Outstanding Shares
Names of Director Nominees        
Class II (Term Expires 2018, New Term Expires 2021)        
Gary W. Rollins (3) Vice Chairman and Chief Executive Officer of the Company 1981 to date 73 117,361,417
(7)53.8
           
Larry L. Prince Retired Chairman of the Board of Directors of Genuine Parts Company (automotive parts distributor). 2009 to date 79 22,500
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Pamela R. Rollins (4) Board Member for Young Harris College, National Monuments Foundation and the O. Wayne Rollins Foundation. Former Board Member of The Lovett School and an Emeritus Board Member of the Schenck School. 2015 to date 61 79,777
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Names of Directors Whose Terms Have Not Expired        
Class III (Term Expires 2019)        
Bill J. Dismuke Retired President of Edwards Baking Company (manufacturer of baked pies and pie pieces) 1984 to date 81 6,832
 *
           
Thomas J. Lawley, M.D. Retired Dean of the Emory University School of Medicine from 1996 to 2013 2006 to date 71 4,500
 *
           
John F. Wilson President and Chief Operating Officer of the Company 2013 to date 60 353,026
 *
Names of Directors Whose Terms Have Not Expired        
Class I (Term Expires 2020)        
R. Randall Rollins (3) Chairman of Rollins, Inc.; Chairman of the Board of the Company; Chairman of the Board of RPC, Inc. (oil and gas field services); and Chairman of the Board of Marine Products Corporation (boat manufacturing) 1968 to date 86 115,524,177
(5)52.9
           
Henry B. Tippie Presiding Director of the Company; Chairman of the Board and Chief Executive Officer of Tippie Services, Inc. (management services); Chairman of the Board of Dover Downs Gaming & Entertainment, Inc. (operator of multi-purpose gaming and entertainment complex); and Chairman of the Board of Dover Motorsports, Inc. (operator of motorsports tracks); Presiding Director of RPC, Inc. (oil and gas field services) and Marine Products Corporation (boat manufacturing) 1960 to 1970; 1974 to date 91 2,253,034
(6)1.0
           
James B. Williams Retired Chairman of the Executive Committee, SunTrust Banks, Inc. (bank holding company) 1978 to date 84 151,874
 *





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(1)Except as noted, each of the directors has held the positions of responsibility set out in this column (but not necessarily his present title) and in their bios below for more than five years. In addition to the directorships listed in this column, the following individuals also serve on the Boards of Directors of the following companies: R. Randall Rollins: Dover Motorsports, Inc. and Dover Downs Gaming and Entertainment, Inc., Gary W. Rollins, Director Emeritus of Genuine Parts Company and Emory University. All persons named, with the exception of Pamela R. Rollins, Thomas J. Lawley, M.D., and John F. Wilson, in the above table, are directors of RPC, Inc. and Marine Products Corporation. Pamela R. Rollins is a director of Marine Products Corporation.

Larry L. Prince formerly served as a director of SunTrust Banks, Inc., Crawford & Company, Equifax John H. Harland Company and Genuine Parts Company, and James B. Williams formerly served as director of The Coca-Cola Company.

(2)Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.

(3)R. Randall Rollins and Gary W. Rollins are brothers.

(4)Pamela R. Rollins is the daughter of R. Randall Rollins and niece of Gary W. Rollins. Includes 21,854 shares of company common stock held by a charitable trust of which she is the trustee holding voting and investment power.

(5)See information contained in footnote (2) to the table appearing in the Stock Ownership of Certain Beneficial Owners and Management section.

(6)Includes 757 shares held in a wholly owned corporation and 2,277** shares held by his wife.

(7)See information contained in footnote (3) to the table appearing in Stock Ownership of Certain Beneficial Owners and Management section.

*    Less than 1% of outstanding shares.
**Mr. Henry B. Tippie disclaims any beneficial interest in these holdings.

The following information is furnished as of February 28, 2018, for each of our directors and each of the nominees:

Key Attributes, Experience and Skills of Directors

R. Randall Rollins, 86,was elected a Director of Rollins, Inc. in 1968. Mr. Rollins has extensive knowledge of the Company’s Business and Industry serving over 66 years at the Company. Mr. Rollins serves asExecutive Chairman of the Board, with each of the Company. He has heldBoard committees being led by a Committee Chairperson. In January 2023, the positionroles of Executive Chairman of the Company’s Board and Chief Executive Officer were split during a transition of leadership. As a result, Gary W. Rollins serves as the Executive Chairman of the Board since October 1991. He is also Chairman of the Board for Marine Products Corporation as well as RPC, Inc. Mr. Rollins has been a Director of Dover Motorsports, Inc. since 1996 and a Director of Dover Downs Gaming & Entertainment, Inc. since 2002. Mr. Rollins served as a Director of SunTrust Banks, Inc. from 1995 to April 20, 2004.

Gary W. Rollins, 73, was elected a Director of Rollins, Inc. in 1981. Mr. Rollins has extensive knowledge of the Company’s Business and Industry serving over 50 years at the Company. HeJerry E. Gahlhoff, Jr. serves as Vice Chairman of the Company. In addition, Mr. Rollins is thePresident and Chief Executive Officer of the Company. Since 2001, Mr. Rollins has been a Director of Marine Products Corporation and a Director of RPC, Inc. since 1984. From 2005-2017, Mr. Rollins has served as a Director of Genuine Parts Company.

Henry B. Tippie, 91, was elected a Director of Rollins, Inc. in 1974. He had previously been a director from 1960-1970. Mr. Tippie brings extensive financial and management experience to our Board of Directors serving as not only Controller but also Chief Financial Officer from 1953 until November 1970. Mr. Tippie has over 66 years of experience including being involved with publicly owned companies during the past 57 years in various positions including founder, CFO, CEO, President, Vice Chairman and ChairmanThe current separation of the Board as the case might be. He is currentlyExecutive Chairman of the Board for Dover Downs Gaming & Entertainment, Inc. as well as Dover Motorsports, Inc. and additionally also a Director for Marine Products Corporation and RPC, Inc.

James B. Williams, 84, was elected a Director of Rollins, Inc. in 1978. Mr. Williams brings extensive financial and management experience to our Board of Directors and has served over 39 years as a Director. He retired in March 1998 as Chairman of the Board and Chief Executive Officer of SunTrust Banks, Inc., a bank holding company. He is a Director of Marine Products Corporation and RPC, Inc. Mr. Williams was previously a director of The Coca-Cola Company.

Bill J. Dismuke, 81, was elected a Director of Rollins, Inc. in 1984. Mr. Dismuke brings extensive financial, management and manufacturing experience to our Board of Directors serving as Senior Vice President of Rollins, Inc. for five years from 1979 until

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1984. He retired as President of Edwards Baking Company in 1995. Mr. Dismuke has been a Director of RPC, Inc. and Marine Products Corporation since January 2005.

Thomas J. Lawley, MD, 71, was elected a Director of Rollins, Inc. in 2006. Dr. Lawley brings extensive medical and management experience inroles allows the healthcare industry to the Board of Directors. He served as Dean of Emory University School of Medicine from 1996 to 2013. He has served on many boards and committees; including the National Institutes of Health study sections, the National Institute of Allergy and Infectious Diseases Council, the Grady Health System, and the Association of American Medical Colleges. Dr. Lawley has been president of the Emory Medical Care Foundation, Emory’s physician practice plan at Grady Hospital, and was on the board of the Emory Children’s Center. He also has served on the boards of directors of the Emory Clinic and Emory Healthcare. Dr. Lawley is currently a Professor of Dermatology at Emory University. In the past year, Thomas J. Lawley, M.D. was appointed to the Board of Trustees for the Woodruff Foundation, the Ichauway Foundation and the Woodruff Fund, Inc.

Larry L. Prince, 79, was elected a Director of Rollins, Inc. in 2009. Mr. Prince brings extensive management experience to our Board of Directors. He also served as Chairman of the Board from 1990 through February 2005 and as Chief Executive Officer from 1989 through August 2004 of Genuine Parts Company. Mr. Prince is also a Director of RPC, Inc.to focus his time and Marine Products Corporation. Mr. Prince previously served as a director of SunTrust Banks, Inc., Crawford &energy on operating and managing the Company Equifaxwhile leveraging the experience and John H. Harland Company.

John F. Wilson, 60, was elected a Director of Rollins, Inc. in 2013. He serves as President and Chief Operating Officerperspectives of the Company. He previously served as President of Orkin USA and as a Vice President of the Company. Mr. Wilson joined the Company in 1996 and has held various positions of increasing responsibility, including sales inspector, branch manager, Central Commercial region manager, Atlantic Division vice president, and president of the Southeast Division.

Pamela R. Rollins, 61, was elected a Director of Rollins, Inc. in 2015. She holds a B.A. Degree from Stephens College with a major in Family Community Studies. Ms. Rollins is a Trustee of Young Harris College and The O. Wayne Rollins Foundation, a Trustee Emeritus of The Schenck School, a Board Member of The National Monuments Foundation and a former Board Member of The Lovett School. Ms. Rollins has served as a Director of Marine Products Corporation since 2017.

Our Board of Directors recommends a vote FOR the nominees above.



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PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Audit Committee of the Board of Directors has appointed Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018. During fiscal 2017, Grant Thornton LLP served as the Company’s independent registered public accounting firm. Representatives of Grant Thornton LLP are expected to attend the annual meeting and will have the opportunity to respond to appropriate questions and, if they desire, to make a statement.

Although the Company is not required to seek ratification of this appointment, the Audit Committee and the Board of Directors believes that it is appropriate to do so. If stockholders do not ratify the appointment of Grant Thornton LLP, the current appointment will stand, but the Audit Committee will consider the stockholder action in determining whether to retain Grant Thornton LLP as the Company’s independent registered public accounting firm for future fiscal years.

Our Board of Directors recommends a vote FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year.



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PROPOSAL 3:

APPROVAL OF THE
2018 STOCK INCENTIVE PLAN


The 2018 Stock Incentive Plan (the “2018 Plan”) is intended to replace the Company's 2008 Employee Stock Incentive Plan (the “2008 Plan”; collectively with the 2018 Plan, the “Plans”), which expired in January 2018. If the 2018 Plan is approved, all future equity compensation awards by the Company will be made under the 2018 Plan. Under the 2018 Plan, the Company can tailor incentive awards to support its corporate objectives and to keep pace with competitive business practices. Generally, the 2018 Plan is intended to strengthen the mutuality of interests between award recipients and the Company's stockholders.

The Board of Directors adopted the 2018 Plan on January 23, 2018, effective upon and subject to approval by the Company's stockholders. The 2018 Plan provides for the delivery of up to 6.0 million shares of the Company's Common Stock (“Shares”).

Summary Description of the 2018 Plan

The following summarizes the major provisions of the 2018 Plan and is qualified in its entirety by the text of the 2018 Plan, which is attached as Appendix A to this Proxy Statement.

Generally, the 2018 Plan authorizes the Compensation Committee (or, if so designated by the Board of Directors, the full Board of Directors or some other committee of non-employee directors) to grant to directors, officers and other key employees (“Participants”) stock options and other equity compensation more fully described below. The Compensation Committee may delegate its powers and duties under the 2018 Plan subject to the limitations set forth in the 2018 Plan.

Eligibility. Directors, officers and other key employees of the Company or its subsidiaries and affiliates who are responsible for or contribute to the growth and/or profitability of the business of the Company are eligible to be granted awards under the 2018 Plan. Notwithstanding the foregoing, incentive stock options (as defined in the 2018 Plan) may only be granted to employees of the Company and any of its subsidiaries or affiliates that are a “subsidiary corporation” (within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”)) and stock options and stock appreciation rights may be granted only to individuals with respect to whom the Shares will qualify as “service recipient stock” (within the meaning of Section 409A of the Code). Furthermore, no director who is not also an employee of the Company is eligible to receive incentive stock options.

Awards That May Be Issued Under the 2018 Plan. The 2018 Plan authorizes the grant of stock options, stock appreciation rights (“SARs”), and any other type of award valued by reference to (or otherwise based on) Shares, including, without limitation, restricted stock, restricted stock units, performance accelerated restricted stock, performance stock and performance units. If the Shares covered by an award are not delivered because the award is forfeited or canceled, or because the award is settled in cash or because such shares are withheld from the award or otherwise tendered, physically or by attestation, to pay the exercise or purchase price of an award granted under the 2018 Plan or to satisfy applicable tax withholding obligations incurred in connection with the award, such Shares will not be deemed delivered for purposes of determining the number of Shares remaining available for delivery. The maximum number of Shares available for delivery under the 2018 Plan will be unaffected by the availability of Shares under any plan assumed in connection with the acquisition of an interest in another company or awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired directly or indirectly by the Company or with which the Company combines.

The Compensation Committee has full authority to grant, pursuant to the terms of the 2018 Plan (i) stock options, including, without limitation, incentive stock options (“ISO”), non-qualified options (“NQOs”) and premium stock options, (ii) SARs and/or (iii) other stock-based awards, including, without limitation, restricted stock, restricted stock units (stock units are grants of a right to receive shares of stock in the future), performance-accelerated restricted stock, performance stock and performance units (as such terms are defined in the 2018 Plan).

Additional Plan Limitations. The 2008 Plan imposes additional limitations. Under the 2018 Plan, no more than 6.0 million shares may be issued pursuant to ISOs. In addition, no one individual may be granted options, SARs or other stock-based awards representing over 100,000 Shares during any fiscal year. There is no maximum number of persons eligible to receive awards under the 2018 Plan. The Company estimates that approximately 175 persons are currently eligible.


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Plan Administration. The 2018 Plan may be administered by the Board of Directors, or any committee (the “Committee”) of at least two “non-employee directors” (as that term is defined by Rule 16b-3 under the Exchange Act). The Company expects the 2018 Plan to be administered by the Compensation Committee which will have the authority to select participants and determine the timing, type, size and terms of each award, and to make all other determinations necessary or desirable in the interpretation and administration of the 2018 Plan. The Committee may also determine whether awards may be settled in cash.

Repricing and Amendment of Awards. If the exercise or base prices of any options or SARs exceed the current fair market value (as defined in the 2018 Plan) of the Shares, the Committee may, without stockholder approval, reprice such options or SARs to a price no lower than the then-current fair market value of the Shares. The Committee may also, without stockholder approval, amend any award to provide its holder with additional rights or benefits of the type otherwise permitted by the 2018 Plan, including extending its term. However, no amendment to the terms of any outstanding award that is subject to Section 409A of the Code may cause the award to violate such Section, no amendment to the terms of an outstanding award that is not subject to Section 409A of the Code may cause the award to become subject to such Section, and the term of an outstanding award may not be extended beyond the earlier of the latest date the award would have expired by its original terms or the tenth anniversary of the original grant date of the award, except to the extent that an award cannot be exercised because such exercise would violate the federal, state or local laws, then the expiration of such award shall automatically be tolled for the period in which such exercise would violate applicable law but not more than thirty (30) days.

Termination of the Plan. The 2018 Plan will terminate ten years from the date of stockholder approval.

Transferability. Except as may be provided by the Committee, awards will not be transferable except by will or by the laws of descent and distribution.

Termination of Employment. Generally, options and SARs are forfeited if the recipient's employment or performance of services terminates before the award is exercised. However, the Committee may provide otherwise, and there are limited exceptions where employment terminates because of death, disability or retirement. Generally, if an option or SAR holder's employment terminates due to:

death or disability, options or SARs exercisable at termination (or whose vesting was accelerated by the Committee) remain exercisable for twelve months or for the remaining term of the option, if shorter; and

retirement, options or SARs exercisable at termination remain exercisable for a period of three months, less one day, or for the remaining term of the option, if shorter.

The Committee has discretion to alter the extension periods. Unless otherwise determined by the Committee, all unvested other stock-based awards, including without limitation restricted stock, restricted stock units and performance-accelerated restricted stock, are forfeited upon termination of the Participant’s employment for any reason other than death or disability. In the event of death for disability, unless otherwise determined by the Committee, a pro rata portion of the restrictions pertaining to continued employment will lapse based on the number of full months the Participant was employed during the restriction period divided by the total number of months in the restriction period.

Option Pricing. The Committee has the authority to fix the exercise price of option awards. Generally, the exercise price of an ISO must be at least 100 percent of the fair market value of the Shares at the time of grant. However, if the grantee is a person with over ten percent of the voting power of the Company (or any subsidiary or parent of the Company), then the exercise price must be at least 110 percent of such fair market value. The exercise price of NQOs must be at least 100 percent of such fair market value. On February 28, 2018, the closing price of the Shares on the New York Stock Exchange was $50.27 per share.
Option Term. The term of each stock option will be fixed by the Committee, but no stock option shall be exercised more than ten years (or, in the case of an ISO granted to an employee who owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any of its subsidiary or parent corporations, more than five years) after the date the option is granted. Options will become exercisable at such times and in such installments as the Committee shall determine. Payment of the option price must be made in full at the time of exercise in such form (including, but not limited to, cash, unrestricted common stock held for at least six months, or any combination thereof) as the Committee may determine.

Certain ISO Restrictions. Executive Chairman.

In order to comply with certain federal tax restrictions, no employee may be granted an incentive stock option if, taking into account such option, the aggregate fair market value of the stock with respect to which incentive stock options are exercisable for the first time by such employee during any given calendar year, under this and all other incentive stock option plans of the Company, would exceed $100,000.



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Cashless Exercises. If permitted by the Committee, a Participant may elect to pay the exercise price upon the exercise of an option by irrevocably authorizing a third party to sell shares of stock (or a sufficient portion of the shares) acquired upon exercise of the option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise.

SARs. Upon the exercise of a SAR, the holder shall be entitled to receive an amount in cash and/or Shares equal in value to the excess of the fair market value of the Shares on the date of exercise over the fair market value of the Shares on the date of grant, multiplied by the number of SARs exercised, with the Committee having the rights to determine the form of payment.

Restricted Stock Awards. A restricted stock award is an award of a given number of shares of common stock which are subject to a restriction against transfer and to a risk of forfeiture during a period set by the Committee. During the restriction period, the Participant generally has the right to vote and receive dividends on the shares.

Performance-Based Compensation. The Committee may determine whether an award is “performance-based compensation”. Any awards designated as “performance-based compensation” may be conditioned on achievement of one or more performance measures, as selected by the Committee: increase in stock price, return on capital or increase in pretax earnings of the Company and/or one or more divisions and/or subsidiaries, return on stockholders' equity of the Company, increase in earnings per share of the Company, sales of the Company and/or one or more divisions and/or subsidiaries, pretax earnings of the Company and/or one or more divisions and/or subsidiaries, net earnings of the Company and/or one or more divisions and/or subsidiaries, control of operating and/or non-operating expenses of the Company and/or one or more divisions and/or subsidiaries, margins of the Company and/or one or more divisions and/or subsidiaries, cash flow of the Company and/or one or more divisions and/or subsidiaries, market price of the Company's securities and other factors tied to the performance of the Company and/or one or more divisions and/or subsidiaries or other performance criteria.

Amendment and Termination. The 2018 Plan is subject to amendment or termination by the Board of Directors without stockholder approval but no amendment may without stockholder approval (i) increase the number of Shares that may be issued under the 2018 Plan (except by certain adjustments provided for under the 2018 Plan); (ii) change the class of persons eligible to receive ISOs under the 2018 Plan; (iii) change the requirements regarding the exercise price; or (iv) amend the 2018 Plan in a manner that would require approval of the Company’s stockholders under applicable law, regulation or rule. Options may not be granted under the 2018 Plan after the date of termination of the 2018 Plan, but options granted prior to that date shall continue to be exercisable according to their terms.

Changes in Capital Structure. If the Company effectsdrive a subdivision or consolidation of Shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Company stock outstanding, without receiving compensation therefor in money, services or property, then the terms and conditions of the 2018 Plan and any then outstanding awards shall be adjusted proportionally in order to prevent dilution or enlargement of benefits or potential benefits under the 2018 Plan and awards made under the 2018 Plan.

Merger and Consolidation.In the event the Company is a party to a merger or other reorganization, outstanding awards shall be subject to the agreement of merger or reorganization. That agreement may provide, without limitation, for the assumption of outstanding awards by the surviving corporation or its parent, for their continuation by the Company (if the Company is a surviving corporation), for their cancellation, for accelerated vesting and accelerated expiration, or for settlement in cash.

New Plan Benefits

As of the date of this proxy statement, no awards had been granted under the 2018 Plan and none will be granted unless and until the 2018 Plan is approved by the Company’s stockholders. Because of the discretionary nature of any future awards under the 2018 Plan, the amount of such awards is not determinable at this time with respect to the Company’s directors, executive officers, including the executive officers named in the Summary Compensation Table, and the Company’s other employees. Information regarding options and restricted stock granted in 2017 to certain executive officers of the Company under the Company’s 2008 Plan is set forth in the table captioned “Grants of Plan-Based Awards,” and information regarding outstanding options and restricted stock under the Company’s stock plans is set forth in the table captioned “Outstanding Equity Awards at Fiscal Year-End.” In 2017, grants of restricted stock covering 300,200 Shares were made to the non-executive employee group under the 2008 Plan. Except as referred to in the preceding sentence, there were no other grants in 2017 under Company plans. Non-employee directors have never been granted any options or other stock-based awards by the Company for service as a director.


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Federal Income Tax Consequences

The following discussion addresses certain anticipated United States federal income tax and certain employment tax consequences to the Company and to recipients of awards made under the 2018 Plan who are citizens or residents of the United States for federal income tax purposes. It is based on the Code and interpretations thereof as in effect on the date of this proxy statement. This summary is not intended to be a complete statement of the law in this area and, among other things, does not describe state, local, or foreign tax consequences (which may not correspond to the federal income tax treatment described herein). Moreover, it is not intended as tax advice to any individual. The exact federal income tax treatment of transactions under the 2018 Plan will vary depending on the specific facts and circumstances involved and participants are advised to consult their personal tax advisors with respect to all consequences arising from the grant or exercise of awards and dispositions of acquired shares.

Summary of Current Federal Income Tax Rates for Individuals. Ordinary income of individuals, such as compensation income, is currently taxed at a top marginal rate of 37%. In addition, the maximum long-term capital gains rate for individuals is currently 20%. The maximum federal income tax rate for qualifying dividends received by individuals is currently 20%. An additional 3.8% Medicare tax on “net investment income” applies to certain individuals under Section 1411 of the Code. Net investment income would generally include gross income from dividends and capital gain, less certain deductions.

Options.

Grant of Options. There will be no federal income tax consequences to the grantee of an option or the Company upon the grant of either an ISO or an NQO under the 2018 Plan.

Exercise of NQOs. Upon the exercise of an NQO, the grantee generally will recognize ordinary compensation income, subject to withholding and employment taxes, in an amount equal to: (a) the fair market value, on the date of exercise, of the acquired shares of common stock, less (b) the exercise price paid for those shares. The Company will be entitled to a tax deduction equal to the compensation income recognized by the grantee. Gains or losses recognized by the grantee upon a subsequent disposition of the shares will be treated as long-term capital gain or loss if the shares are held for more than a year from the date of exercise. Such gains or losses will be short-term gains or losses if the shares are held for one year or less. For purposes of computing gain or loss, the grantee’s basis in the shares received will be the exercise price paid for the shares plus the amount of income, if any, recognized upon exercise of the option.

Exercise of ISOs. Upon the exercise of an ISO, the grantee will recognize no immediate taxable income for regular income tax purposes, provided the grantee was continuously employed by the Company or a subsidiary from the date of grant through the date which is three months prior to the date of exercise (or through the date which is one year prior to the exercise date in the case of termination of employment as a result of total disability).

The exercise of an ISO will, however, result in an item of adjustment for alternative minimum tax purposes in an amount equal to the excess of the fair market value of the shares at exercise over the exercise price. That adjustment may result in alternative minimum tax liability to the grantee upon the exercise of the ISO. Subject to certain limitations, alternative minimum tax paid in one year may be carried forward and credited against regular federal income tax liability for subsequent years. If the grantee retains the shares acquired upon the exercise of the ISO for more than two years from the date of grant and more than one year from the date of exercise, any gain on a later sale of the shares will be treated as long-term capital gain, and the Company will not be entitled to any tax deduction with respect to the ISO.

If the grantee disposes of the shares of common stock received upon the exercise of an ISO before the expiration of the two-year and one-year holding periods discussed above, a “Disqualifying Disposition” occurs. In that event, the grantee will have ordinary compensation income, and the Company will be entitled to a corresponding deduction at the time of such disposition. The amount of ordinary income and deduction generally will be equal to the lesser of: (a) the fair market value of the shares of common stock on the date of exercise minus the exercise price; or (b) the amount realized upon disposition of the common stock minus the exercise price. If the amount realized on disposition exceeds the value of the shares on the date of exercise, that additional amount will be taxable as capital gain. To be entitled to a deduction as a result of a Disqualifying Disposition, the Company must satisfy applicable reporting requirements.

Restricted Stock and Restricted Stock Units. A recipient of restricted stock or restricted stock units generally does not recognize income and the Company generally is not entitled to a deduction at the time of grant. Instead, the recipient recognizes compensation income and the Company is entitled to a deduction on the date on which vesting occurs (“Vesting Date”) in the case of restricted stock, or on the date on which stock is issued or cash is paid in the case of restricted stock units. The amount of income recognized and the amount of the Company’s deduction will equal the fair market value of the vested stock or stock unit on the Vesting Date in the case of restricted stock, or on the date on which stock is issued or cash is paid in the case of restricted stock units.

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However, the recipient may elect to include in income the fair market value of restricted stock at the time of grant by making a timely election under Section 83(b) of the Code. If such Section 83(b) election is made, the Company’s deduction will equal the fair market value of the restricted stock at the time of grant.

Any dividends on restricted stock, or dividend equivalents with respect to restricted stock units, paid to the recipient prior to the Vesting Date will be includible in the recipient’s income as compensation and deductible as such by the Company.

Golden Parachute Tax and Section 280G of the Internal Revenue Code. The Committee may provide for immediate vesting of all then outstanding unvested awards upon a change in control of the Company. That immediate vesting may cause certain amounts to be characterized as “parachute payments” under Section 280G of the Code for certain employees of the Company. Section 280G of the Code generally applies to employees or other individuals who perform services for the Company if, within the 12-month period preceding the change in control, the individual is an officer of the Company, a shareholder owning more than 1% of the stock of the Company, or a member of the group consisting of the lesser of the highest paid 1% of the employees of the Company or the highest paid 250 employees of the Company. An employee generally is deemed to have received a parachute payment in the amount of compensation that is contingent upon an ownership change if such compensation exceeds, in the aggregate, three times the employee’s Base Amount. The “Base Amount” is generally the employee’s average annual compensation for the five preceding years. An employee’s “excess parachute payment” is the excess of the employee’s total parachute payments over the Base Amount. An employee will be subject to a 20% excise tax under Section 4999 of the Code, and the Company will be denied a deduction for, any “excess parachute payment.”

Deferred Compensation. Awards made under the 2018 Plan, including awards granted under the 2018 Plan that are considered to be deferred compensation for purposes of Section 409A of the Internal Revenue Code, must satisfy the requirements of Code Section 409A to avoid adverse tax consequences to recipients, which could include the inclusion of amounts not payable currently in income and interest and an additional tax on any amount included in income. The Company intends to structure any awards under the 2018 Plan such that the requirements under Code Section 409A are either satisfied or are not applicable to such awards.

Section 162(m) of the Internal Revenue Code. Section 162(m) of the Code denies a deduction to any publicly held corporation for compensation paid to certain “covered employees” in a taxable year to the extent that compensation to each covered employee exceeds $1,000,000. It is possible that compensation attributable to awards under the 2018 Plan, when combined with all other types of compensation received by a covered employee from the Company, may cause this limitation to be exceeded in any particular year. Historically, compensation that qualifies as “performance-based compensation” under Section 162(m) of the Code could be excluded from this $1,000,000 limit. However, the “performance-based compensation” exclusion has now been repealed, effective for taxable years beginning after December 31, 2017, and will not be applicable to awards under the 2018 Plan.

Certain Interests of Directors

In considering the recommendations of thehigh performing Board, of Directors with respect to the 2018 Plan, stockholders should be aware that members of the Board of Directors have certain interests that may present them with conflicts of interest in connection with the proposal to approve the 2018 Plan. As discussed above, directors and employees of the Company are eligible for the grant of awards under the 2018 Plan. The Board of Directors believes that approval of the 2018 Plan will advance the interests of the Company and its stockholders by encouraging employees to make significant contributions to the long-term success of the Company.

Required Vote

The affirmative vote of a majority of votes is required to approve this proposal. For purposes of qualifying the shares authorized under the proposed plan for listing on the NYSE, the total votes cast on the proposal must represent over 50% of shares outstanding. Broker non-votes are not considered to be votes cast for this purpose.


Our Board of Directors Recommends a Vote for the Proposal to Approve the 2018 Stock Incentive Plan.


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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS’
COMMITTEES AND MEETINGS

Board Meetings and Compensation

The Board of Directors met five times during the year ended December 31, 2017. No director attended fewer than 75 percent of the Board meetings held during such director’s term of service and meetings of committees on which he/she served during 2017. In addition, the Company has from timecontinued to time formedelect a special committeeLead Independent Director who is responsible for identifying issues for the purpose of evaluatingBoard to consider and approving certain transactions in which otherensuring that all issues are properly addressed, with all directors being heard. Jerry W. Nix continues to serve as the Lead Independent Director of the Company have an interest. During 2017, the Company had no such committee.

The Board of Directors has an Audit Committee, Compensation Committee, Diversity Committee and a Nominating and Governance Committee.

Below is a summary of our committee structure and membership information.
Board of DirectorsAudit CommitteeCompensation CommitteeDiversity CommitteeExecutive CommitteeNominating & Governance Committee
R. Randall Rollins 1
Member
Henry B. Tippie 2
ChairChairChairChair
James B. Williams 2
MemberMemberMemberMember
Bill J. Dismuke 2
Member
Gary W. Rollins 3
Member
Thomas J. Lawley M.D.
Larry L. Prince 2
MemberMemberMemberMember
John F. Wilson
Pamela R. Rollins

1.Chairman of the Board of Directors
2.Financial Expert
3.Vice Chairman and Chief Executive Officer


Audit Committee

The Audit Committee of the Board of Directors of the Company consists of Messrs. Henry B. Tippie (Chairman), James B. Williams, Bill J. Dismuke and Larry L. Prince. The Audit Committee held five meetings during the fiscal year ended December 31, 2017 including a meeting to review the Company’s Form 10-K for the year ending December 31, 2016. The Board of Directors has determined that all of the members of the Audit Committee are independent as that term is defined by the rules of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”). The Board of Directors has also determined that all of the Audit Committee members are “Audit Committee Financial Experts” as defined in the SEC rules. The Audit Committee meets with the Company’s independent public accountants, Director of Internal Audit, and Chief Financial Officer to review the scope and results of audits and recommendations made with respect to internal and external accounting controls, specific accounting, and financial reporting issues. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company for, outside legal, accounting or other advisors, as it deems necessary to carry out its duties. The Audit Committee charter is available on the Company’s website at www.rollins.com, under the Governance section.

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Compensation Committee
The Compensation Committee of the Board of Directors of the Company consists of Messrs. Henry B. Tippie (Chairman), James B. Williams and Larry L. Prince. It held five meetings during the fiscal year ended December 31, 2017. The function of the Compensation Committee is to set the base salary and cash based incentive compensation of all of the executive officers of the Company. The Compensation Committee also administers the Rollins, Inc. Employee Stock Incentive Plan. The Compensation Committee does not have a formal charter, and is not required to have one under the “controlled company” exemption under the NYSE rules, as described in the section titled “Director Independence and NYSE Requirements” below.

Diversity Committee
The Diversity Committee of the Board of Directors of the Company consists of Messrs. Henry B. Tippie (Chairman), James B. Williams and Larry L. Prince. It held one meeting during the fiscal year ended December 31, 2017. The function of the Diversity Committee is to monitor compliance with applicable non-discrimination laws.

Nominating and Governance Committee
The Nominating and Governance Committee of the Board of Directors of the Company consists of Messrs. Henry B. Tippie (Chairman), James B. Williams, and Larry L. Prince, each of whom is independent, as discussed previously. The Committee was formed in 2002 pursuant to a resolution passed by the Board of Directors for the following purposes:

to recommend to our Board of Directors nominees for director and to consider any nominations properly made by a stockholder;
upon request of our Board of Directors, to review and report to the Board with regard to matters of corporate governance; and
to make recommendations to our Board of Directors regarding the agenda for our annual stockholders’ meetings and with respect to appropriate action to be taken in response to any stockholder proposals.

The Nominating and Governance Committee held one meeting during the fiscal year ended December 31, 2017. We are not required by law or by New York Stock Exchange rules to have a nominating committee since we are a controlled corporation as described below under the heading “Director Independence and NYSE Requirements.” We established the Nominating and Corporate Governance Committee to promote responsible corporate governance practices and we currently intend to maintain the Committee going forward.

Director Nominations

Under Delaware law, there are no statutory criteria or qualifications for directors. The Board has prescribed no criteria or qualifications at this time. The Nominating and Governance Committee does not have a charter or a formal policy with regard to the consideration of director candidates. As such, there is no formal policy relative to diversity, although as noted below, it is one of many factors that the Nominating and Corporate Governance Committee has the discretion to factor into its decision-making. This discretion would extend to how the Committee might define diversity in a particular instance – whether in terms of background, viewpoint, experience, education, race, gender, national origin or other considerations.However, our Nominating and Corporate Governance Committeeacts under the guidance of the corporate governance guidelines approved by the Board of Directors on January 27, 2004, as amended January 25, 2005, and posted on the Company’s website at www.rollins.com under the Governance section. Board.

The Board believes that it should preserve maximum flexibility in order to select directors with sound judgment and other desirable qualities. According to the Company’s corporate governance guidelines, the Boardcurrent leadership structure consisting of Directors will be responsible for selecting nominees for election to the Board of Directors. The Board delegates the screening process involved to the Nominating and Governance Committee. This Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of the then current make-up of the Board. This determination takes into account all factors, which the Committee considers appropriate, such as independence, experience, strength of character, mature judgment, technical skills, diversity, age, and the extent to which the individual would fill a present need on the Board. The Company’s by-laws provide that any stockholder entitled to vote for the election of directors may make nominations for the election of directors. Nominations must comply with an advance notice procedure which generally requires, with respect to nominations for directors for election at an annual meeting, that written notice be addressed to: Secretary, Rollins Inc., 2170 Piedmont Road, N.E., Atlanta, Georgia 30324, and received not less than ninety nor more than 130 days prior to the anniversary of the prior year's annual meeting and set forth, among other requirements set forth in detail in the Company’s by-laws, the name, age, business address and, if known, residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other requirements related to the notice are contained in the Company’s by-laws, and stockholders are advised to carefully review those requirements to ensure that nominations comply with the by-laws. The Committee will consider nominations from stockholders who satisfy these requirements.


18


The Committee is responsible for screening the nominees that are selected by the Board of Directors for nomination to the Board and for service on committees of the Board. The Company has not received a recommendation for a director nominee from a shareholder. All of the nominees for directors being voted upon at the Annual Meeting to be held on April 24, 2018 are directors standing for re-election.

Board Leadership

Since July 2001, the Company has had separate persons serving as itsExecutive Chairman, of the Board and Chief Executive Officer.  R. Randall Rollins is our ChairmanOfficer and chairs our Board meetings.  Gary W. Rollins is our Vice Chairman and Chief Executive Officer. John F. Wilson is our President and Chief Operating Officer.  We believe that itLead Independent Director represents the appropriate structure for usthe Company at this time;time. The specific responsibilities of the Executive Chairman, Chief Executive Officer and Lead Independent Director are outlined in the table below:

Executive Chairman of the Board

●
Sets the agendas for Board meetings in consultation with the CEO, Corporate Secretary, and other members of the Board.
●
Presides over all Board meetings and the Annual Meeting of Stockholders.
●
Sees that all orders and resolutions of the Board are carried into effect.

Chief Executive Officer

●
Sets the operational leadership and strategic direction of the Company.
●
Sets the day-to-day leadership and performance of the Company.

Lead Independent Director

●
Serves as the liaison between the Executive Chairman, the Chief Executive Officer and the independent directors.
●
Sets the agendas for, and presides over, the executive sessions of the non-employee and independent directors.
●
Consults with the Executive Chairman and the Chief Executive Officer regarding information sent to the Board in connection with Board meetings.
●
Being available, if requested by the stockholders, when appropriate, for consultation and direct communication.

​

Role of the Board

The Company’s business affairs are managed under the direction of the Board, provides general oversightwhich is currently composed of ten members. The Board oversees the Company’s Chief Executive Officer and strategic planning forother senior management in the competent and ethical operation of the Company whileand assures that the long-term interests of the stockholders are being served. In conducting this oversight responsibility, the Board receives regular reports from the Chief Executive Officer and President and Chief Operating Officer focus on optimizing operational efficiencies. other members of the Company’s senior management team.


7

The Board’s Role in Oversight of Risk Oversight by Board


Our Board’s oversight of risk has not been delegated to any Board Committee. “Risk”Management

“Risk” is an extremely broad concept that extends to multiple functional areas and crosses multiple disciplines. As such, risk may be addressed, from time to time, by the full Board or by one or more of our Committees. the Committees of the Board as described more below. The Company maintains an Enterprise Risk Management (“ERM”) program that identifies, monitors and mitigates the Company’s critical enterprise risks. The Company’s ERM framework is designed to help the Company’s business leaders understand and prioritize organizational risks and measure how such risks impact the Company’s performance. In conducting its risk assessment process, the Company uses the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Audit Committee reviews the prioritization of the Company’s most important risks and the Company’s mitigation actions related to those risks.

Senior management is responsible for identifying and managing material risks that we face while insurablethe Company faces. Insurable risks and litigation risks are handled primarily by the legal and risk management department. Senior management provides the Board with a summary of insurance coverage annually and updates as deemed necessary.departments. Liquidity risk, credit risk and risks associated with our credit facilities and cash management are handled primarily by our finance department, which regularly provides a financial report to both the Audit Committee and to the full Board. Operational, business, regulatory and political risks are handled primarily by senior executive management, which regularly provides various operational reports to, among others, the Audit Committee, the Executive Committee and the full Board orBoard. Risks related to the ExecutiveCompany’s executive compensation programs and practices, and human capital management strategy and policies, including those related to diversity, equity and inclusion, are handled by senior management, which regularly provides reports to the Human Capital Management and Compensation Committee. The Nominating and Corporate Governance Committee.  receives regular reports from senior management on risks related to the Board and Board committee membership and structure, governance policies and practices, related party transactions, and environmental, social and governance initiatives.

The Board’s Role in Oversight of Cybersecurity Risk Management

Cybersecurity has become a particularly acute area of risk for companies of all sizes and in all industries, including our company. While management is primarily responsible for our cybersecurity program and managing our cybersecurity risks, including our procedures and day-to-day operations, our Audit Committee has oversight responsibility of our cybersecurity risks. The Audit Committee reviews our cybersecurity risks and incidents and any other risks and incidents relevant to our information technology systems controls and security.

The Audit Committee receives regular quarterly reports from our Chief Information Security Officer and also reviews our information technology and cybersecurity risk profile. We use a variety of security products and vendors to protect our information technology infrastructure and data. Our programs continue to adapt and mature as threats continue to evolve. We maintain data encryption, monitoring, loss prevention, data storage, identity/authentication controls, including two-factor authentication tools, anti-malware and anti-virus solutions, and other solutions as appropriate. We also perform penetration tests and cyber simulations to practice our incident response procedures. Our cybersecurity plans are reviewed on an annual basis, and we prioritize new and updated programs as needed to respond to the cybersecurity risks we may face. We train employees on cybersecurity risks, conduct annual tabletop exercises and generate internal phishing campaigns to assess the effectiveness of the training. We also regularly review our privacy policies to ensure compliance with all applicable data privacy regulations.

The Board’s Role in Oversight of Environmental, Social and Governance Matters

The Nominating and Corporate Governance Committee, pursuant to its charter, is formally charged with oversight of our Environmental, Social and Governance (“ESG”) initiatives and strategy. We also have a management-level ESG Oversight Committee that is comprised of diverse representatives from multiple business functions within the organization and led by our General Counsel. The ESG Oversight Committee is responsible for setting our ESG strategy and long-term objectives and providing regular reports to the Nominating and Corporate Governance Committee. The Company has also engaged an independent third-party consultant with diverse perspectives to help us better understand our ESG-related risks and opportunities. Our goal is to prioritize our ESG efforts to drive value for stakeholders and our business. For 2022, the Company focused on prioritizing areas such as safety, workplace inclusion and greenhouse gas emissions. The Company expects to issue its 2022 Sustainability Report later this year highlighting these initiatives.


8

The Board’s Role in Oversight of Human Capital Management Matters

The Human Capital Management and Compensation Committee, pursuant to its charter, is formally charged with oversight of the Company’s human capital management strategy and policies, including, but not limited to those policies and strategies regarding diversity, equity and inclusion. The Human Capital Management and Compensation Committee receives regular updates from senior management throughout the year on key talent metrics for the overall workforce, including metrics related to diversity and inclusion and also receives regular reports on the Company’s recruiting, training and education, talent acquisition and career development programs.

Director Independence and NYSENew York Stock Exchange Requirements

Controlled Company Exemption.

We are a “controlled company” because a group that includes our Executive Chairman, Gary W. Rollins, Board member Pam Rollins, and certain persons acting as a group with them (the “Controlling Group”) owns more than 50% of our stock that is entitled to vote in the election of directors. This means that the Controlling Group has the ability to determine the outcome of the election of directors at our annual meetings and to determine the outcome of many significant corporate transactions, many of which only require the approval of a majority of our voting power. Such a concentration of voting power could also have the effect of delaying or preventing a third party from acquiring us at a premium.

We have elected to be treated as a “controlled company” as defined by Section 303A.00 of the New York Stock Exchange Section 303A.00.(the “NYSE”) Listed Company Manual. This Section provides that a controlled company need not comply with the requirements of Sections 303A.01, 303A.04 and 303A.05 of the New York Stock ExchangeNYSE Listed Company Manual. Section 303A.01 requires that listed companies have a majority of independent directors. As a controlled company, this Section does not apply to us. Sections 303A.04 and 303A.05 require that listed companies have a nominating and corporate governance committee and a compensation committee, in each case composed entirely of independent directors, and that each of these committees must have a charter that addresses both the committee’s purpose and responsibilities and the need for an annual performance evaluation by the committee. While we have a nominating and corporate governance committee and a compensation committee, we are not required to and do not comply with all of the provisions of Sections 303A.04 and 303A.05. We are a “controlled company” because a group that includes the Company’s Chairman, R. Randall Rollins and his brother, Gary W. Rollins, who is the Company’s Vice Chairman and Chief Executive Officer of the Company and certain companies under their control, possesses in excess of fifty percent of

Director Independence

Under our voting power. This means that they have the ability to determine the outcome of the election of directors at our annual meetings and to determine the outcome of many significant corporate transactions, many of which only require the approval of a majority of our voting power. Such a concentration of voting power could also have the effect of delaying or preventing a third party from acquiring us at a premium.


The Company’s Audit Committee is composed of four “independent” directors as defined by the Company’s Corporate GovernanceIndependence Guidelines the New York Stock Exchange rules, the Securities Exchange Act of 1934, SEC regulations thereunder, and the Company’s Audit Committee Charter. The members of the Compensation and Nominating and Corporate Governance Committees are also entirely composed of “independent” directors. The Board of Directors has also concluded that all of the members of the Audit Committee and Thomas J. Lawley are “independent directors” under the Company’s Corporate Governance Guidelines and the New York Stock Exchange listing standards.

Independence Guidelines. Under New York Stock Exchange listing standards, to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. The New York Stock Exchange standards set forth a nonexclusive list of relationships, which are conclusively deemed material.
The Company's Independence Guidelines (Appendix A to the Company’s Corporate Governance Guidelines) are posted on the Company’s website at www.rollins.com under the Governance section and include categorical standards for determining independence in specified situations.



19


Audit Committee Charter. Under the Company’s Audit Committee Charter, in accordanceNYSE Listed Company Manual, no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with New York Stock Exchange listing requirements and the Exchange Act, all members of the Audit Committee must be independent of management and the Company.

A member of the Audit Committee is considered independent as long as he or she (i) does not accept any consulting, advisory, or compensatory fee from the Company, other than as a director or committee member; (ii) is not an affiliated person of the Company or its subsidiaries; and (iii) otherwise meets the independence requirements of the New York Stock ExchangeNYSE and the Company’s Independence Guidelines. The Board has affirmatively determined that all members of the Audit Committee are independent under our Independence Guidelines, the NYSE listing standards, the Exchange Act and SEC rules and regulations promulgated thereunder, the heightened standards required for Audit Committee members, and its charter.

Under the charters of our Human Capital Management and Compensation Committee and our Nominating and Corporate Governance Guidelines.Committee, no member of such Committees is required to meet the independence requirements of the NYSE Listing Standards during any period in which the Company is a controlled company (as previously noted above). However, our Board has affirmatively determined that each member of the Nominating and Corporate Governance Committee, the Human Capital Management and Compensation Committee, as well as Dr. Lawley (until his resignation on April 26, 2022) are, or with respect to Dr. Lawley, were “independent” under our Independence Guidelines, the NYSE listing standards, the Exchange Act and SEC rules and regulations promulgated thereunder, and the charters of such committees.

Our Independence Guidelines are posted on our website at www.rollins.com under the section titled “Governance –Governance Documents” and include categorical standards for determining independence in specified situations.


9

Nonmaterial Relationships.

After reviewing all of the relationships between the independent members of the Audit Committee, and Thomas J. Lawley, M.D.,Board, on the one hand, and the Company, on the other hand, the Board of Directors determined that noneall of them had anythe relationships not includedfell within the categorical standards for independence set forth in the Independence Guidelines, and discussed above except as follows:


1.Mr. Tippie was employed by the CompanySusan R. Bell and Patrick J. Gunning retired from 1953Ernst & Young, LLP (EY) as Partners in 2020. EY provided various consulting services to 1970, and held several offices with the Company during that time, including as Executive Vice President – Finance, Secretary, Treasurer2020, 2021 and Chief Financial Officer.2022 relating to foreign tax matters.

2.Mr. Tippie is Chairman of the Board of Directors of Dover Motorsports, Inc.Susan R. Bell, Patrick J. Gunning, Jerry W. Nix, and Dover Downs Gaming and Entertainment, Inc. R. Randall Rollins is also a director of these companies.

3.Mr. Tippie is a co-trustee of The O. Wayne Rollins Foundation and of the Rollins Children’s Trust. O. Wayne Rollins is the father of R. Randall Rollins and Gary W. Rollins. The beneficiaries of the Rollins Children’s Trust include the immediate family members of R. Randall Rollins and Gary W. Rollins.

4.Mr. Dismuke was employed by the company from 1979 to 1984, and held several offices with the Company during that time, including Senior Vice President.

5.Each of Messrs. Dismuke, Prince, Tippie and Williams alsoJohn F. Wilson all serve on the Boards of RPC, Inc. and Marine Products Corporation. Ms. Pamela R.Gary W. Rollins also serves on the Board of Marine Products Corporation. Messrs. Gary and Randall Rollins are directors of RPC, Inc. and Marine Products Corporation, and havehas voting control over these companies. These companies are held by a control group of which Messrs. Randall and Gary Rollins are a part. Mr. Randall Rollins isthe Controlling Group as defined above.
3.Donald P. Carson was an executive officer of Marine Products Corporation. Ms. Pamela R.entities controlled by Gary Rollins and the Rollins family at various times from 2003 to 2022.  He is currently a director of two such entities, and has served as such since 2003.  From 2018 to 2022 he was employed by the Company in various roles from 1997-2008.a paid consultant to one of these entities.

6.Thomas J. Lawley, M.D. was the Dean of the Emory University School of Medicine from 1996 to 2013. Various charitable contributions have been made by the O. Wayne Rollins Foundation to Emory University in the past, including charitable contributions made by the Foundation to the Emory University School of Medicine and to the Emory University School of Public Health. Gary Rollins is Director Emeritus of Emory University.

7.Mr. James B. Williams is the Chairman of the Board of the Woodruff Foundation, the Ichauway Foundation and the Woodruff Fund, Inc. Mr. R. Randall Rollins serves on the Woodruff Fund board and Dr. Lawley is on the Board of Trustees of all three boards.

As required by the Independence Guidelines, the Board of Directors unanimously concluded that the above listedabove-listed relationships would not affect the independent judgment of the independent directors based on their experience, character and independent means, and therefore do not preclude an independence determination. All

Director Criteria and Qualifications

Under Delaware law, there are no statutory criteria or qualifications for directors. The Board has prescribed no criteria or qualifications at this time. The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of director candidates. As such, there is no formal policy relative to diversity, although as noted below, it is one of many factors that the Nominating and Corporate Governance Committee has the discretion to factor into its decision-making. This discretion would extend to how the Nominating and Corporate Governance Committee might define diversity in a particular instance – whether in terms of background, viewpoint, experience, education, race, gender, national origin or other considerations. However, our Nominating and Corporate Governance Committee acts under the guidance of our Corporate Governance Guidelines approved by the Board of Directors and posted on our website at www.rollins.com under the section titled “Governance – Governance Documents.”

Director Selection and Screening Process

The Board believes that it should preserve maximum flexibility in order to select directors with sound judgment and other desirable qualities. Under the Company’s Corporate Governance Guidelines, the Board is responsible for selecting nominees for election to the Board. The Board has delegated the screening process of director nominees for nomination to the Board and service on the committees of the Board to the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of the Auditthen current make-up of the Board. This determination takes into account all factors which the Nominating and Corporate Governance Committee considers appropriate, such as independence, experience, strength of character, mature judgment, technical skills, diversity, age, and the extent to which the individual would fill a present need on the Board.

Director Onboarding and Continuing Education

New directors are required to participate in an orientation program that includes background materials and meetings with senior management. All directors are encouraged to stay abreast of developing trends applicable to the Company’s business and specific to service as a director. Directors may be expected to participate in continuing educational programs relating to our Company’s business, corporate governance or other issues pertaining to their directorships in order to maintain the necessary level of expertise to perform their responsibilities as directors. The Company also provides all directors with membership in the National Association of Corporate Directors.

10

Director Candidates Recommended by Stockholders

Our Amended and Restated By-Laws provide that any stockholder entitled to vote for the election of directors may make nominations for the election of directors. Nominations must comply with an advance notice procedure which generally requires, with respect to nominations of directors for election at an annual meeting, that written notice be addressed to:

Corporate Secretary

Rollins Inc.

2170 Piedmont Road, NE

Atlanta, Georgia 30324

Notices with respect to nominations of directors for election at an annual meeting must be received not less than ninety (90) days nor more than one hundred and thirty (130) days prior to the anniversary of the prior year’s annual meeting and shall set forth, among other requirements set forth in detail in the Company’s Amended and Restated By-Laws, the:

●name of the nominee;
●age of the nominee;
●business address of the nominee;
●residence address of the nominee (if known);
●the principal occupation or employment of the nominee for the past five years;
●the nominee’s qualifications;
●the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the nominee; and
●any other information relating to the nominee that would be required to be disclosed in a proxy statement or other filings.

Other requirements related to the notice are contained in our Amended and Restated By-Laws, and stockholders are advised to carefully review those requirements to ensure that nominations comply with the Amended and Restated By-Laws. The Nominating and Corporate Governance Committee will consider nominations from stockholders who satisfy the above notice requirements.

Director Communications

The Company also has a process for interested parties, including stockholders, to send communications to the Board of Directors, Lead Independent Director, any of the Board committees or the non-management directors as a group. Such communications should be addressed as follows:

Mr. Jerry W. Nix, Lead Independent Director

Rollins, Inc.

c/o Corporate Secretary

2170 Piedmont Road, NE

Atlanta, Georgia 30324

The above instructions for communications with the directors are also independentposted on our website at www.rollins.com under the heightened standards required for Audit Committee members.“Investor Relations – Corporate Governance” section. All communications received from interested parties are forwarded


11

In accordance with

to the NYSE corporate governance listing standards, Mr. Henry B. Tippie was elected asBoard. Any communication addressed solely to the Presiding Director. The Company’sLead Independent Director or the non-management directors meet at regularly scheduled executive sessions without management. Mr. Tippie presides during these executive sessions.


will be forwarded directly to the appropriate addressee(s).

Corporate Governance Guidelines


We have

The Board has adopted Corporate Governance Guidelines to formalize and promote better understanding of our policies and procedures. At least annually, the Board reviews these guidelines. A copy of our current Corporate Governance Guidelines may be found aton our website (www.rollins.com)at www.rollins.com under the heading “Governance.section titled “Governance – Governance Documents.” As required by the rules of the New York Stock Exchange,NYSE, our Corporate Governance Guidelines require that our non-management directors meet in at least two regularly scheduled executive sessions per year without management, and such meetings are currently required to occur at least twice annually.



20


At the Company’s website (www.rollins.com), under the heading “Governance,” you may access a copy of our Corporate Governance Guidelines, our Audit Committee Charter, our Code of Business Conduct and our management.

Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transaction Policy.


Code of Business Conduct

The Company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees generally, as well as a supplemental Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party TransactionTransactions Policy applicable to the directors and the principal executive officer, principal financial officer, and the principal accounting officer or controller or person performing similar functions for the Company. Both codes of business conduct are available on the Company’sour website at www.rollins.com.


Director Communications
The Company also has a process for interested parties, including stockholders, to send communications towww.rollins.com under the section titled “Governance – Governance Documents.”

Committees of the Board of Directors Presiding Director, any

Our Board has an Audit Committee, Executive Committee, Human Capital Management and Compensation Committee and a Nominating and Corporate Governance Committee, each of which has the composition and the responsibilities described below. Members will serve on these committees until their resignation or until as otherwise determined by our Board. Our Board committees regularly make recommendations and report on their activities to the entire Board. Each committee may obtain advice from internal or external financial, legal, accounting, or other advisors at their discretion. In addition, we have, from time to time, formed a special committee for the purpose of evaluating and approving certain transactions in which other directors of the Company have an interest. During 2022, we had no such committee.

​

12

The Board Committees orhas adopted written charters for the non-management directors as a group. Such communications should be addressed as follows:

Mr. Henry B. Tippie
c/o Internal Audit Department
Rollins, Inc.
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
The above instructions for communications withCommittee, Human Capital Management and Compensation Committee and the directorsNominating and Corporate Governance Committee which are also postedall available on our website at www.rollins.com under the section titled “Governance section. All communications– Governance Documents.”

Audit Committee

Current Members:

Susan R. Bell (Chair)

Patrick J. Gunning

Gregory B. Morrison

Key Responsibilities:

●
Appointing the Company’s independent registered public accounting firm to audit the Company’s financial statements.
●
Assessing the independence and overseeing the performance of the Company’s independent registered public accounting firm.
●
Pre-approving all audit and all permissible non-audit services to be performed by the Company’s independent registered public accounting firm.
●
Discussing with the Company’s independent registered public accounting firm all matters required to be discussed under the standards of the Public Company Accounting Oversight Board, and SEC or other regulations.
●
Reviewing the Company’s financial statements and critical accounting policies and estimates.
●
Reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures.
●
Assessing the performance of the Company’s internal audit department.
●
Reviewing the Company’s insider trading and anti-corruption policies.
●
Overseeing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
●
Review and discuss with management, the Company’s disclosures and internal control procedures associated with the Company’s sustainability and ESG reporting.
●
Oversight of the Company’s cybersecurity risk management, including reviewing reports and updates received by management on a quarterly and as-needed basis.

​

The Audit Committee consists of Ms. Bell, and Messrs. Gunning and Morrison. The Board has concluded that (i) Mr. Gunning and Ms. Bell are qualified as “Audit Committee Financial Experts” within the meaning of the rules of the SEC and that they have accounting and related financial management expertise within the meaning of the NYSE listing standards; (ii) all members of the Audit Committee are “Financially Literate” as required under the rules of the NYSE; and (iii) Ms. Bell’s simultaneous service on the audit committees of more than three public companies does not impair her ability to effectively serve on the Company’s Audit Committee. Mr. Nix, who served on the Audit Committee until April 2022, was also considered to be “Financially Literate” and an “Audit Committee Financial Expert.”

13

​

Human Capital Management and Compensation Committee

Current Members:

Jerry W. Nix (Chair)

Gregory B. Morrison

Louise S. Sams

Key Responsibilities:

●
Reviewing the Company’s executive compensation philosophy and strategy.
●
Reviewing and approving the corporate goals and objectives relevant to the compensation of the Company’s CEO and executive officers.
●
Evaluating the performance of the Company’s CEO and executive officers.
●
Reviewing the compensation of the Company’s non-employee directors for service on the Board and its committees and recommending changes to the Company’s director compensation program as appropriate.
●
Determining the stock ownership guidelines for the Company’s CEO, executive officers, and other key executives and monitoring compliance with such guidelines.
●
Approving grants of awards under the Company’s equity incentive plans and adopting or modifying policies that govern such plans. The Committee may from time to time, in its discretion, delegate its authority under such plans to another committee of the Board or to one or more directors.
●
Retaining an independent Compensation Consultant and overseeing the qualifications, performance, and independence of the Compensation Consultant.
●
Overseeing the development and management of the Company’s human capital management strategy and policies, including but not limited to those policies and strategies regarding diversity, equity and inclusion.

​

​

14

Human Capital Management and Compensation Committee Interlocks and Insider Participation

The Human Capital Management and Compensation Committee consists of Messrs. Nix and Morrison and Ms. Sams. Dr. Lawley served on the Human Capital Management and Compensation Committee until his retirement from interested parties are forwarded to the Board on April 26, 2022. None of Directors. Any communication addressed solelythese individuals are or were a current or former officer or employee of the Company or any of its subsidiaries. In addition, none of these individuals had a relationship with the Company since the beginning of fiscal year 2022 that required disclosure by the Company under the SEC rules on transactions with related persons. No executive officer of the Company has served as a director or member of the compensation committee or other board committee of another entity that had an executive officer who served on the Company’s Board or Human Capital Management and Compensation Committee.

​

​

​

​

●
●
●
●
●
●
●
●
●

​

Nominating and Corporate Governance Committee

Current Members:

Jerry W. Nix (Chair)

Donald P. Carson

Louise S. Sams

Key Responsibilities:

●
Determining the appropriate qualifications required of the members of the Board.
●
Recommending Board committee chairs and assignments.
●
Recommending to our Board, nominees for director and to consider any nominations properly made by a stockholder.
●
Making recommendations to our Board regarding the agenda for our annual stockholders’ meetings and with respect to appropriate action to be taken in response to any stockholder proposals.
●
Conducting periodic reviews of the composition and size of the Board and its committees, as well as the frequency and procedures of Board meetings.
●
Overseeing compliance with key corporate governance policies, including the company’s Corporate Governance Guidelines and Independence Guidelines.
●
Review and approval of related party transactions.
●
Reviewing and monitoring the Company’s ESG practices, policies, programs and public disclosures. From time to time as it deems appropriate, the Committee may request that other committees of the Board take steps to assist the Committee in performing its monitoring responsibilities with regard to certain aspects of the Company’s ESG program.
●
Reviewing and assessing the adequacy of the Company’s Code of Business Conduct and Ethics.

​

​

15

Board and Board Committee Meetings

Under our Corporate Governance Guidelines, directors are expected to attend all regular and special meetings of the Presiding Director orBoard and Board committees upon which they serve. Directors are also expected to attend the Annual Stockholders Meeting. Each incumbent director attended at least 75 percent of the aggregate of the Board meetings held in 2022 and the meetings of the committees on which they served during 2022, and all members of the Board at that time attended last year’s Annual Stockholders Meeting.

The following table shows the current membership (“M”) and chairperson (“C”) of the Board and each of the Board committees, the number of Board and Board committee meetings held in 2022 and actions taken by unanimous written consent in lieu of meetings:

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

​

    

Human Capital 

    

Nominating and 

​

 

​

​

​

 

​

 

Management and 

 

Corporate 

​

​

Board of 

​

​

​

Executive 

 

Compensation 

 

Governance 

Name

​

Directors

​

Audit Committee

​

Committee

 

Committee

 

Committee

Gary W. Rollins

 

C

 

​

 

C

 

  

 

  

Susan R. Bell

 

M

 

C

 

  

 

  

 

  

Donald P. Carson

 

M

 

​

 

  

 

  

 

M

Jerry E. Gahlhoff, Jr.

 

M

 

  

 

  

 

  

 

  

Patrick J. Gunning

 

M

 

M

 

  

 

  

 

  

Thomas J. Lawley, MD(1)

​

M

​

​

​

​

​

M

​

M

Gregory B. Morrison

 

M

 

M

 

​

 

M

 

  

Jerry W. Nix

 

M

 

​

 

M

 

C

 

C

Pamela R. Rollins

 

M

 

  

 

​

 

  

 

  

Louise S. Sams

 

M

 

​

 

​

 

M

 

M

John F. Wilson

 

M

 

  

 

  

 

  

 

  

# of Meetings Held

 

5

 

6

 

—

 

5

 

4

# of actions Taken by Written Consent

 

3

 

—

 

1

 

2

 

—

​

(1)Dr. Lawley attended all meetings of the Board and the committees in which he served until his retirement from the Board on April 26, 2022.

Executive Sessions

Our Corporate Governance Guidelines require that the non-management directors meet in at least two regularly scheduled executive session per year without management. Our non-management directors meet at regularly scheduled executive sessions without management. In accordance with the NYSE corporate governance listing standards, Mr. Nix, as the Lead Independent Director, presides over the executive sessions.

​

16

DIRECTOR COMPENSATION

Overview of the Non-Employee Director Compensation Program

Members of the Board who are not employees (“Non-Employee Directors”) receive compensation for their service. As Rollins employees, Messrs. Rollins, Wilson and Gahlhoff do not receive compensation for their service as Board members. The compensation program for our Non-Employee Directors is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders. All Non-Employee Directors are also entitled to reimbursement of expenses for all services as a director, including reasonable travel expenses incurred in connection with required in-person attendance at board and committee meetings, committee participation or special assignments.

The Human Capital Management and Compensation Committee annually reviews each element of our Non-Employee Director compensation program and the total amount paid thereunder and makes recommendations to the Board. In addition, at the Human Capital Management and Compensation Committee’s direction, Mercer US LLC (“Mercer”), the Committee’s independent compensation consultant, provides a competitive analysis of director compensation levels, practices, and design features as compared to the general market as well as our compensation peer group.

2022 Annual Non-Employee Director Compensation Program

Under the Director Compensation Program in effect in 2022, our Non-Employee Directors received an annual cash retainer in the amount of $100,000, and an annual equity retainer consisting of restricted stock with a fair value of $45,000. Committee Chairs also received additional annual cash retainers. All retainers are payable in equal quarterly installments in arrears. For each Non-Employee Director who is elected or appointed for the first time, the first quarterly installment of the annual retainers will be forwarded directly topaid for the appropriate addressee(s).


21


COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

Nonefirst quarter that ends on or after the date of his or her initial election or appointment, prorated based on service during the directors named on page 8 who serve on the Company's Compensation Committee are currently employees of the Company. Mr. Tippie was employed by the Company from 1953 to 1970, and held several offices with the Company during that time, including as Executive Vice President – Finance, Secretary, Treasurer and Chief Financial Officer.

DIRECTOR COMPENSATION

quarter.

The following table sets forth the 2022 Non-Employee Director Compensation Program:

​

​

​

​

​

​

​

​

    

Annual Chair

    

Annual Equity

​

Annual

​

​

Retainer

​

Retainer

​

Non-Chair Retainer

Board/Committee

​

($)

​

($)

    

($)

Board of Directors

​

—

​

45,000

​

100,000

Audit Committee(1)

 

20,000

 

—

​

—

Human Capital Management and Compensation Committee

 

10,000

 

—

​

—

Nominating and Corporate Governance Committee

 

6,000

 

—

​

—

​

(1)The Chairperson of the Audit Committee also receives an additional $2,500 for preparing to conduct each quarterly Audit Committee meeting.

17

2022 Director Compensation Table

The following table sets forth the compensation paid to our directors for services rendered as a director for the year ended December 31, 2017.2022. Three of our directors, Messrs. R. Randall Rollins, Gary W. Rollins, and John F. Wilson and Jerry E. Gahlhoff, Jr. are our employees. Theemployees of the Company, and their employee compensation for Messrs. R. Randall Rollins, Gary W. Rollins and John F. Wilson areinformation is set forth in the “Summary Compensation TableTable” under the “Executive Compensation. Other than Messrs. Henry B. Tippie, Bill J. Dismuke and Ms. Pamela R. Rollins, the directors listed below have never been employed by the Company or paid a salary or bonus by the Company, have never been granted any options or other stock based awards, and do not participate in any Company sponsored retirement plans. Mr. Henry B. Tippie has not been employed by the Company or paid a salary or bonus by the Company, has not been granted any options or other stock based awards, and has not participated in any Company sponsored retirement plans since his employment with the Company ceased in 1970. Mr. Bill J. Dismuke has not been employed by the Company or paid a salary or bonus by the Company, has not been granted any options or other stock based awards, and has not participated in any Company sponsored retirement plans since his employment with the Company ceased in 1984. Ms. Pamela R. Rollins has not been employed by the Company or paid a salary or bonus by the Company, has not been granted any options or other stock based awards, and has not participated in any Company sponsored retirement plans since her employment with the Company ceased in 2008.


NameFees Earned or Paid in Cash ($)Stock Awards ($)Option Awards ($)Total ($)
Henry B. Tippie130,000
—
—
130,000
Larry L. Prince78,000
—
—
78,000
James B. Williams78,000
—
—
78,000
Bill J. Dismuke65,000
—
—
65,000
Thomas J. Lawley, M.D.52,500
—
—
52,500
Pamela R. Rollins52,500
—
—
52,500


Compensation” section of this Proxy Statement. Directors that are our employees do not receive any additional compensation for services rendered as a director.

​

​

​

​

​

​

​

​

​

​

    

Fees Earned or 

    

Annual Restricted 

    

All Other 

    

​

​

​

Paid in Cash 

​

Stock Award(1) 

​

Compensation 

​

Total 

Name

​

 ($)

​

($)

​

($)

​

 ($)

Susan R. Bell

 

130,000

 

45,010

 

—

 

175,010

Donald P. Carson

 

100,000

 

45,010

 

—

 

145,010

Patrick J. Gunning

 

100,000

 

45,010

 

—

 

145,010

Thomas J. Lawley, MD(2)

 

32,143

 

—

 

—

 

32,143

Gregory B. Morrison

 

100,000

 

45,010

 

—

 

145,010

Jerry W. Nix

 

116,000

 

45,010

 

—

 

161,010

Pamela R. Rollins(3)

 

100,000

 

45,010

 

23,426

 

168,436

Louise S. Sams(4)

 

68,132

 

45,010

 

—

 

113,142

​

(1)Amounts in this column represent the grant date fair value of the equity awards granted to the non-employee directors, calculated in accordance with FASB ASC Topic 718. The amounts reported in this column represent the fair value of the total number of shares issued to each director rounded up to the nearest whole dollar.  
(2)Mr. Lawley retired from the Board on April 26, 2022.
(3)Amounts shown for Ms. Rollins in the “All Other Compensation” column reflect the incremental costs to the Company for Ms. Rollins’ personal use of the Company’s airplane.
(4)Ms. Sams joined the Board on April 26, 2022.

Under

Changes Made to the compensation arrangements effective since January 1, 2015, non-managementNon-Employee Director Compensation Program for 2023

Equity Compensation

In December 2022, based on the competitive analysis provided by Mercer, the Human Capital Management and Compensation Committee approved an increase to the annual equity award value granted to all non-employee directors eachfrom $45,000 to $100,000. Such annual equity award is paid in the form of restricted stock under the Company’s 2018 Stock Incentive Plan. The restricted stock will be granted on the third business day following the Annual Meeting of Stockholders and will vest immediately on the grant date.

Our Non-Employee Directors will continue to receive an annual cash retainer feein the amount of $40,000. This retainer fee was increased$100,000 and Committee Chairs will continue to $50,000 effective January 1, 2018. In addition,receive additional annual cash retainers as outlined above.

Non-Employee Director Stock Ownership Guidelines

Under Stock Ownership Guidelines (“Guidelines”), Non-Employee Directors are required to beneficially own, within five years from the Chairmandate they become subject to the Guidelines, common stock of the Audit Committee receives anCompany equal to at least three times the non-employee director annual retainercash retainer. Non-Employee Directors are prohibited from selling Company stock granted to such director by the Company for a period of $20,000,one (1) year from the Chairmandate of such grant and until such director is in compliance with their ownership requirement under the Compensation Committee receives an annual retainerGuidelines.

​

18

INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS

The following table sets forth the names, ages as of $10,000March 1, 2023, and the Chairman ofcertain other information for each of the Corporate Governance/Nominating Committeenominees for election as a director at the Annual Meeting and Diversity Committee receives an annual retainer of $6,000. A director that chairs more than one committee receives a retainer with respect tofor each Committee he chairs. All of the retainers are paid on a quarterly basis. Current per meeting fees for non-management directors are as follows:continuing members of our Board following the Annual Meeting. Full biographical information follows the table.

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

​

    

​

    

Current Term 

Name

​

Class

​

Age

​

Independent

​

Director Since

​

Expires

DIRECTOR NOMINEES:

​

​

​

​

​

​

​

​

​

​

Jerry E. Gahlhoff, Jr.

 

I

 

50

 

No

 

2021

 

2023

Patrick J. Gunning

 

I

 

63

 

Yes

 

2021

 

2023

P. Russell Hardin

 

II

 

65

 

Yes

 

-

 

-

Gregory B. Morrison

 

I

 

63

 

Yes

 

2021

 

2023

Jerry W. Nix

 

I

 

77

 

Yes

 

2020

 

2023

CONTINUING DIRECTORS:

​

​

​

​

​

​

​

​

​

​

Gary W. Rollins

 

II

 

78

 

No

 

1981

 

2024

Pamela R. Rollins

 

II

 

66

 

No

 

2015

 

2024

Susan R. Bell

 

III

 

60

 

Yes

 

2021

 

2025

Donald P. Carson

 

III

 

73

 

Yes

 

2021

 

2025

Louise S. Sams

 

III

 

65

 

Yes

 

2022

 

2025

John F. Wilson

 

III

 

65

 

No

 

2013

 

2025

​

​


19

For meetings

Key Attributes, Experience and Skills of Director Nominees and Continuing Directors

Director Nominees

Graphic

Jerry E. Gahlhoff, Jr.

Chief Executive Officer and President

Jerry Gahlhoff Jr. has served as a Director of Rollins, Inc. since 2021. In 2022, Mr. Gahlhoff was elected by the Board of Directors to serve as Chief Executive Officer of the Company, effective January 1, 2023, in addition to his role as President, a role he has held since 2020. Mr. Gahlhoff also served as Chief Operating Officer of the Company from 2020 to 2022. Prior to that, Mr. Gahlhoff served as President of the Company’s Specialty Brands and Vice President of Human Resources from 2016 to 2020, and as a Division President from 2011 to 2016. Mr. Gahlhoff joined the Company as part of the HomeTeam acquisition in 2008. Mr. Gahlhoff has been instrumental in driving the Company’s growth initiatives and has extensive knowledge of the Company’s business and industry having served in various roles of increasing responsibility at the Company for over 22 years. Mr. Gahlhoff received a Master of Science in Entomology from the University of Florida.

Graphic

Patrick J. Gunning

Retired Chief Financial Officer at The Woodruff Arts Center

Retired Partner, Ernst & Young LLP

Member of the Audit Committee

Patrick J. Gunning has served as a Director of Rollins, Inc. since January 2021. Mr. Gunning brings extensive risk oversight and financial and strategic experience to our Board of Directors. Mr. Gunning previously served as the Chief Financial Officer of the Robert W. Woodruff Arts Center, Inc., a non-profit organization, from November 2020 to June 2022. In June 2020, Mr. Gunning retired as a partner from Ernst & Young LLP, a role he held since May 2002, after a 39-year career in public accounting. Mr. Gunning held multiple leadership roles at Ernst & Young LLP including Southeast Region Leader of the Financial Accounting Advisory Services practice, Southeast Area Industry Leader of the Retail and Consumer Products practice, and lead audit partner for numerous publicly traded and privately owned companies.

Prior to joining Ernst & Young LLP, Mr. Gunning worked at Arthur Andersen LLP from 1981 to 2002, where he served as a partner, lead audit partner for numerous publicly traded and privately owned companies, and Assurance Division Leader. Mr. Gunning currently serves on the Board of Directors of RPC, Inc. and Marine Products Corporation, roles he has held since 2021. Mr. Gunning received a Bachelor of Business Administration in Accountancy from the University of Notre Dame.

20

Graphic

P. Russell Hardin

President of the Robert W. Woodruff Foundation

P. Russell Hardin currently serves as the President of the Robert W. Woodruff Foundation, Joseph B. Whitehead Foundation, Lettie Pate Evans Foundation and Lettie Pate Whitehead Foundation, roles he has held since 2006. Mr. Hardin joined the Foundations’ staff in 1988 and became President in 2006. Previously, Mr. Hardin practiced law with the Atlanta firm of King & Spalding from 1982 to 1987. Mr. Hardin has served as a trustee of Northwestern Mutual Life Insurance Company since 2011 and currently serves as a director of Genuine Parts Company, a role he has held since 2017. He also serves as a director on the Truist Atlanta Advisory Council and The Commerce Club in Atlanta. Mr. Hardin offers the Board extensive experience in the areas of finance, management, strategic planning, philanthropy, governance, and law. Mr. Hardin received his Bachelor of Arts degree with high distinction from the University of Virginia in 1979, and a Juris Doctorate degree with honors from Duke University School of Law in 1982.

​

Graphic

Gregory B. Morrison

Former Senior Vice President and Corporate Chief Information Officer, Cox Enterprises, Inc.

Member of the Audit Committee

Member of the Human Capital Management and Compensation Committee

Gregory B. Morrison has served as a Director of Rollins, Inc. since 2021. He is the former Senior Vice President and Corporate Chief Information Officer for Cox Enterprises, Inc., a role he held from February 2002 until his retirement in January 2020. During his 18 years at Cox, Mr. Morrison was responsible for providing corporate strategic planning, policy development and management of all information technology systems and overseeing cybersecurity matters. Prior to his role at Cox, Mr. Morrison served as Executive Vice President and Chief Operating Officer of RealEstate.com in 2000 and held various information and technology leadership roles at Prudential Financial from 1989 to 2002.

Mr. Morrison has extensive knowledge and expertise with cybersecurity, large-scale business transformations and the development of key technological advances that help improve manual business processes. Mr. Morrison was named among the industry’s top performing Chief Information Officers who have shown unparalleled leadership to drive innovation and transformation in businesses.

Mr. Morrison also serves on the board of directors of Veritex Holdings and Veritiv Corp, roles he has held since 2016 and 2021, respectively. In addition, he has served as Chairman of the Clark Atlanta University Board of Trustees since 2004.

Mr. Morrison was a commissioned officer in the US Army from 1982 to 1989. Mr. Morrison received a Bachelor of Science in Mathematics and Physics from South Carolina State University, and a Master of Science in Industrial Engineering from Northwestern University.

21

Graphic

Jerry W. Nix

Former Vice Chairman, Executive Vice President and Chief Financial Officer of Genuine Parts Company

Lead Independent Director of the Board of Directors

Chairperson of the Human Capital Management and Compensation Committee

Chairperson of the Nominating and Corporate Governance Committee

Member of the Executive Committee

Jerry W. Nix has served as a Director of Rollins, Inc. since 2020. Mr. Nix retired from Genuine Parts Company in 2013, where he served as Vice Chairman from 2005 to 2013, Chief Financial Officer from 2000 to 2013 and as Executive Vice President from 2000 to 2005. Prior to joining Genuine Parts in 1978, Mr. Nix was an auditor with Ernst & Young from 1974 to 1978 and a pilot in the U.S. Air Force from 1968 to 1974. Mr. Nix’s extensive financial and accounting experience with a large diversified public company provides the Board with a great resource in the financial, accounting, operational, risk management, and investor relations areas. Mr. Nix currently serves on the Board of Directors of RPC, Inc., and Marine Products Corporation, roles he has held since 2020 and on various civic and non-profit boards. Mr. Nix received a Bachelor of Science in Education from Mississippi State University and a Bachelor of Science in Accounting from the University of Florida.

Continuing Directors

Graphic

Susan R. Bell

Retired Partner, Ernst & Young LLP

Chairperson of the Audit Committee

Susan R. Bell has served as a Director of Rollins, Inc. since January 2021. Ms. Bell retired as partner from Ernst & Young LLP in 2020 after a 36-year career in public accounting. At Ernst & Young LLP, Ms. Bell served as both an audit and advisory partner, led the Southeast Risk Advisory practice and served as the Atlanta Office Managing Partner. Prior to working at Ernst & Young LLP, Ms. Bell started her career at Arthur Andersen LLP in 1984 where she served as an audit partner from 1996 to 2002. Ms. Bell has extensive experience with accounting and auditing, internal controls over financial reporting, enterprise risk management, financial IT systems implementations and testing, mergers and acquisitions, dispositions, initial public debt and equity offerings and other securities offerings.

Ms. Bell currently serves as a member of the Board of Directors of RPC, Inc., Marine Products Corporation and First Advantage Corporation, roles she has held since 2021, and also serves on the audit committees of those corporations and on the compensation committee of First Advantage Corporation. She also is audit committee chair for First Advantage Corporation. In addition, Ms. Bell serves on the board of IWF Georgia, a non-profit international women’s forum. Ms. Bell graduated summa cum laude from Mississippi State University with a Bachelor of Professional Accountancy and is a Certified Public Accountant in Georgia and Tennessee.

​

22

Graphic

Donald P. Carson

President of Nevada Oversight, Inc. and GWR PTC, LLC

Member of the Nominating and Corporate Governance Committee

Donald P. Carson has served as a Director of Rollins, Inc. since 2021. Mr. Carson brings extensive financial and strategic experience to our Board of Directors. Mr. Carson is the founder of Don Carson Associates, LLC, and co-founder of The Ansley Capital Group, LLC, Ansley Securities LLC, and Cardez Hospitality Group, LLC. Mr. Carson previously served as President of RFA Management Company, LLC, an Atlanta-based family office, from 2019 to 2022, and previously from 2003 to 2013. Mr. Carson worked for many years in the investment and commercial banking industry, primarily for Wachovia Bank, N.A. from 1977 to 1997. During this time, he was head of the international banking and investment banking businesses. After leaving Wachovia, Mr. Carson became a partner of Paradigm Capital where he was employed from 1998 to 1999 and later co-founded The Ansley Capital Group, LLC and Ansley Securities, LLC, where he is a Managing Director. Mr. Carson currently serves as a director of LOR, Inc. and Rollins Holding Company, Inc., roles he has held since 2003. He also currently serves as a trustee of Beloit College and serves on the board of Black Mountain College Museum + Arts Center. Mr. Carson is also a trustee of The Gary W. Rollins Foundation. He is a trustee of The Cook and Bynum Fund, a publicly traded mutual fund. Mr. Carson appears on numerous recordings for Telarc and Deutsche Grammophon with Atlanta Symphony Orchestra Chorus. Four of these recordings have earned Grammys. Mr. Carson received a Bachelor of Arts degree in Music Composition from Beloit College, and a Master of Business Administration in Finance from the University of Chicago. He also is a graduate of the Thunderbird School of Global Management of Arizona State University.

Graphic

Gary W. Rollins

Chairman of the Board

Chairman of the Executive Committee

Gary W. Rollins has served as a Director of Rollins, Inc. since 1981, and as Chairman of the Board since 2020. He previously served as the Vice Chairman of the Company. Mr. Rollins is the former Chief Executive Officer of the Company, a role he held from 2001 to 2022. Mr. Rollins has extensive knowledge of the Company’s business and industry having started out as a technician with the Company and serving in various roles of increasing responsibility for over 56 years, all the way up to CEO. Under Mr. Rollins’ leadership as CEO over the past 20 years, the Company has experienced dramatic expansion that has significantly increased its value and global footprint. In 2020, Mr. Rollins was named one of Atlanta’s Most Admired CEOs by the Atlanta Business Chronicle. In 2021, he received the Crown Leadership Lifetime Achievement Award from Pest Control Technology and Syngenta for his decades of success supporting the industry. This award is determined by previous Crown Leadership Award recipients and is one of the most prestigious industry awards that is only given to those who have dedicated more than 25 years to advancing pest control. Mr. Rollins has played an active role in upholding his strong family legacy of philanthropy. Under his guidance and passion for giving, Rollins’ employees have supported the United Way of Greater Atlanta since 1985. Over the course of our 41-year history with United Way, Rollins has raised over $21 million through employee donations and company matches that went to local communities in need. Mr. Rollins has been instrumental in instilling a culture of serving our community

23

and has established Rollins as a community leader. Mr. Rollins is currently a Director of Marine Products Corporation and RPC, Inc., roles he has held since 2001 and 1984, respectively. He previously served as the Non-Executive Chairman of both companies from 2020 to 2022. Mr. Rollins also previously served as a Director of Genuine Parts Company from 2005 to 2017. Mr. Rollins received a BS in Business Administration from the University of Tennessee.

Graphic

Pamela R. Rollins

Community Leader

Pamela R. Rollins has served as a Director of Rollins, Inc. in 2015. She holds a B.A. Degree from Stephens College with a major in Family Community Studies. Ms. Rollins is a Trustee of Young Harris College, where she is the Chairperson of the Development and Investing in the Future Campaign Committees of the Board of Trustees. In these roles, she directs and supervises the activities of both Committees with the goal of securing endowments to Young Harris College for the support of its general educational activities. She is also a Trustee of The O. Wayne Rollins Foundation, a Trustee Emeritus of The Schenck School, a board member of The National Monuments Foundation and a former board member of The Lovett School.  Ms. Rollins has served as a Director of RPC, Inc. since 2019, Marine Products Corporation since 2017, LOR, Inc., since 2015 and Rollins Holding Company, Inc., since 2015. Ms. Rollins has served as an officer of LOR, Inc., and Rollins Holding Company, Inc., since 2020.

Graphic

Louise S. Sams

Retired Executive Vice President and General Counsel of Turner Broadcasting System, Inc.

Member of the Human Capital Management and Compensation Committee

Member of the Nominating and Corporate Governance Committee

Louise S. Sams has served as a Director of Rollins since 2022. She previously served as the Executive Vice President and General Counsel of Turner Broadcasting System, Inc. (“Turner”), a television and media conglomerate, from 2000 until September 2019. As General Counsel, Ms. Sams oversaw legal work relating to all of the business activities of Turner and its subsidiaries worldwide. Ms. Sams managed a global legal department overseeing licensing, clearance and production of content for the Turner television networks and related media services, the sale and distribution of those networks, protection of intellectual property, employment matters, litigation, and transactional work, such as acquisitions and joint ventures.

Ms. Sams also served as President, Turner Broadcasting System International, Inc. from September 2003 until May 2012. Ms. Sams has extensive experience related to technology, information security, use of data and consumer privacy, as well as enterprise-wide risk management. In Ms. Sams’ role as President, Turner Broadcasting System International, Inc., Ms. Sams was responsible for production, distribution and ad sales relating to all kids and entertainment television networks and media services offered by Turner outside of the U.S. and Canada, distribution and commercial operations of CNN’s international services, and Turner’s international joint ventures. Prior to joining Turner in 1993 as a corporate attorney, Ms. Sams was an associate at White & Case, specializing in mergers and acquisitions.

24

Ms. Sams currently serves as a member of the Board of Directors of CoStar Group and Loop Industries, positions she has held since December 2019 and April 2021, respectively. Ms. Sams serves on the Audit Committee of Costar and the Audit and Compensation and Governance Committees of Loop Industries. Ms. Sams currently serves on the following non-profit boards: Princeton University, where she is Chair of the Board of Trustees and Chair of the Executive Committee, Board Development Committee and Compensation Committee; High Museum of Art in Atlanta; Woodruff Arts Center; The Westminster Schools; and Meals on Wheels, Atlanta, where she chairs the Development Committee. Ms. Sams received a J.D. from the University of Virginia School of Law, and a B.A. from Princeton University, where she graduated magna cum laude.

Graphic

John F. Wilson

Vice-Chairman

John F. Wilson has served as a Director of Rollins, Inc. since 2013, and as Vice Chairman of the Company since 2020. Mr. Wilson has extensive knowledge of the Company’s business and industry having served in various roles of increasing responsibility at the Company for over 26 years. He previously served as Vice President of the Company from 2011 to 2013, President and Chief Operating Officer of the Company from 2013 to 2020, and as President of Orkin, LLC from 2009 to 2013. Prior to these executive roles with the Company, Mr. Wilson held roles at the Company as sales inspector, branch manager, Central Commercial Region Manager, Atlantic Division Vice President, and President of the Southeast Division. Mr. Wilson currently serves as a member of the Board of Directors of RPC, Inc. and Marine Products Corporation, positions he has held since April 2022.

​

​

​

25

PROPOSAL 1:

ELECTION OF DIRECTORS

Overview

Our Board of Directors $2,500.

For meetingsis currently composed of ten members. In accordance with our Amended and Restated By-Laws, our Board is divided into three classes of directors. At the Annual Meeting, five director nominees are up for election this year. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death or resignation. The nominees for election at the 2023 Annual Meeting are now directors of the Compensation Committee, $2,000.
For meetingsCompany, with the exception of Mr. Hardin who is standing for election for the Corporate Governance/Nominating Committee and Diversity Committee $1,500
For meetings of the Audit Committee in person and telephonic, $2,500.
In addition, the Chairman of the Audit Committee receives an additional $2,500first time. Six other individuals serve as directors but are not standing for preparingre-election because their terms as directors extend past this Annual Meeting pursuant to conduct each quarterly Board and Board committee meeting.

All non-management directors are also entitled to reimbursement of expenses for all services as a director, including committee participation or special assignments.


22


Notwithstanding anything to the contrary set forth in anyprovisions of the Company’s previous filings underAmended and Restated By-Laws, which provide for the Securities Actelection of 1933,directors for staggered terms, with each director serving a three-year term.

Nominees

At the Annual Meeting, Messrs. Gahlhoff, Gunning, Morrison and Nix will be nominated to serve as amended,Class I Directors to be elected for a three-year term expiring in 2026, and Mr. Hardin will be nominated to serve as a Class II Director to be elected for a one-year term expiring in 2024. Unless authority is withheld, the proxy holders will vote for the election of each director nominee named above. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as director at the Securities Exchange Acttime of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the election, unless authority is withheld, the proxies will be voted for any nominee who shall be designated by the present Board of Directors and recommended by the Nominating and Corporate Governance Committee to fill such vacancy.

Our Board of Directors recommends a vote FOR the Class I and II director nominees above.

​

26

AUDIT MATTERS

Report of the Audit Committee shall not be incorporated by reference into any such filings.


23


REPORT OF THE AUDIT COMMITTEE

Management is responsible for the Company’s system of internal controlscontrol over financial reporting, the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States, and the financial reporting process. process, including management’s assessment of internal control over financial reporting (ICFR).

The Company’s independent registered public accounting firm is responsible for performing an integrated independent audit of the Company’s consolidated financial statements and management reports on ICFR in accordance with the standards of the Public Company Accounting Oversight Board (United States)(“PCAOB”) and for issuing a reportreports thereon. The Audit Committee’s responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles,principles; that is the responsibility of management.

The Audit Committee presently consists of three independent directors, all of whom are considered financially literate under NYSE rules.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2017,2022, the Audit Committee:

Approved the terms of engagement of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2017;
Reviewed with management the interim financial information included in the Forms 10-Q prior to their being filed with the SEC. In addition, the Committee reviewed all earnings releases with management and the Company’s independent public accounting firm prior to their release;
Reviewed and discussed with the Company’s management and the Company’s independent registered public accounting firm, the audited consolidated financial statements of the Company as of December 31, 2017 and 2016 and for the three years ended December 31, 2017;
Reviewed and discussed with the Company’s management and the independent registered public accounting firm, management’s assessment that the Company maintained effective control over financial reporting as of December 31, 2017;
Discussed with the independent registered public accounting firm matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board; and

Received from the independent registered public accounting firm the written disclosures and the letter in accordance with the requirements of the Public Company Accounting Oversight Board regarding the firm’s communications with the Committee concerning independence, and discussed with such firm its independence from the Company.

●Approved the engagement and terms of service of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2022;

​

●Reviewed with management and the Company’s independent registered public accounting firm, the interim financial information included in the Company’s Forms 10-Q prior to the Forms 10-Q being filed with the SEC, as well as the financial information in each quarterly earnings release;

​

●Reviewed and discussed with the Company’s management (including internal audit) and the Company’s independent registered public accounting firm, the audited consolidated statements of financial position of the Company as of December 31, 2022 and 2021 and the related statements of income, comprehensive earnings, stockholders’ equity and cash flows for each of the three years ended December 31, 2022 including the related footnotes and financial statement schedule, and the related ICFR;

​

●Discussed with the Company’s independent registered public accounting firm matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and

​

●Received from the Company’s independent registered public accounting firm the written disclosures and the letter in accordance with the requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence, and discussed with such firm, its independence from the Company.

​

Based upon the review and discussions referred to previously, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of financial position of the Company and subsidiaries as of December 31, 20172022 and 20162021 and the related statements of income, comprehensive earnings, stockholders equity and cash flows for each of the three years ended December 31, 20172022 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20172022 for filing with the Securities and Exchange Commission.


SEC.

​

In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of AmericaAmerica; and (ii) the reportreports of the Company’s independent registered public accounting firm with respect to such financial statements.



Submittedstatements and related internal controls.

​

Respectfully submitted by the Audit Committee of the Board of Directors.Directors

Susan R. Bell, Chairperson

Patrick J. Gunning

Gregory B. Morrison

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Henry B. Tippie, Chairman

27

James B. Williams
Bill J. Dismuke
Larry L. Prince

24


COMPENSATION DISCUSSION AND ANALYSIS

Compensation

Independent Registered Public Accounting Firm

Our Audit Committee,


During in accordance with its charter, routinely reviews the performance and retention of our independent auditor, and in 2023, the Audit Committee determined that it is an appropriate time to revisit its selection of our independent auditor. Therefore, we have submitted a request for proposal to several independent registered public accounting firms, including our current independent registered public accounting firm, Grant Thornton LLP. The request for proposal asks that these firms submit proposals to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023. After receiving and reviewing these proposals, the Audit Committee will select and appoint an independent registered public accounting firm for the fiscal year ending December 31, 2023. We currently expect to complete this process prior to the Annual Meeting.

In light of this ongoing process, we are not submitting a proposal for the ratification of appointment of Grant Thornton LLP at the Annual Meeting. While not required to do so, our practice has been to submit the selection of the independent auditor for ratification in order to ascertain the views of our stockholders, and we expect to resume this practice once a decision has been made. We also expect that representatives from Grant Thornton LLP, and in the event the Audit Committee does not engage Grant Thornton LLP as the Company’s independent auditor for the fiscal year ending December 31, 2023, representatives from the independent auditing firm that has been engaged, will be present at the Annual Meeting and that they will have the opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

Fees of the Independent Registered Public Accounting Firm

The following table presents fees for professional audit services and other services rendered to our company by Grant Thornton LLP for our fiscal years ended December 31, 2017,2022 and 2021.

​

​

​

​

​

​

​

    

2022

    

2021

Audit Fees(1)

​

$

2,247,000

 

2,123,000

Audit-Related Fees

​

 

—

 

—

All Other Fees

​

 

—

 

—

Total

​

$

2,247,000

 

2,123,000

​

(1)Audit fees represent fees for professional services provided in connection with the integrated audit of our financial statements, including internal controls over financial reporting, review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.

Pre-approval of Services

All of the membersservices described above were pre-approved by the Company’s Audit Committee or the Audit Committee’s Chairperson in accordance with the Company’s Audit and Non-Audit Services Preapproval Policy. The Audit Committee has determined that the payments made to its independent registered public accounting firm for these services are compatible with maintaining such auditors’ independence. All of our Compensation Committee held primary responsibilitythe hours expended on the principal accountant’s engagement to audit the financial statements of the Company for determining executive compensation levels.the years 2022 and 2021 were attributable to work performed by full-time, permanent employees of the principal accountant. The Committee has no pre-approval policies or procedures other than as set forth below.

The Audit Committee is composed of three of our non-management directors who do not participate indirectly responsible for the Company’s compensation plans. The Committee determines theappointment and termination, compensation, and administersoversight of the performance-based cash compensation plan for our executive officers. In addition,work of the Committee also administers our Stock Incentive Plan for all the employees.


The membersindependent registered public accounting firm, including resolution of our Compensation Committee have extensive and varied experience with various public and private corporations as investors and stockholders, as senior executives, and as directors charged with the oversight ofdisagreements between management and the setting of executive compensation levels. Henry B. Tippie, the Chairman of the Compensationindependent registered public accounting firm regarding financial reporting. The Audit Committee, has served on the board of directors of twelve different publicly traded companies and has been involved in setting executive compensation levels at all of these companies. Messrs. James B. Williams and Larry L. Prince have served on the board of directors of several different publicly traded companies and have similarly been involved in setting executive compensation levels at many of these companies.

The Compensation Committee has authority to engage attorneys, accountants and consultants, including executive compensation consultants, to solicit input from management concerning compensation matters, and to delegate any of its responsibilities toor one or more directors or members of management where it deems such delegation appropriatethe Committee, as may be delegated from time to time, is responsible for pre-approving all audit and permitted under applicable law.non-audit services provided by the independent public accountants and ensuring that they are not engaged to perform the specific non-audit services proscribed by law or regulation. The Committee has not used the servicesdecisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.

28

PROPOSAL 2:

ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our Board of Directors is submitting a “Say on Pay” proposal for stockholder consideration. While the vote on executive compensation consultantsis nonbinding and solely advisory in determining or recommendingnature, our Board of Directors and the amount of form of executive compensation.


TheHuman Capital Management and Compensation Committee believes that determinations relativevalue the opinion of our stockholders and will review the voting results and seek to determine the causes of any significant negative voting result to better understand issues and concerns not previously presented. Stockholders who want to communicate with the Board of Directors or management should refer to “Stockholder Communications with the Board of Directors” on page 11 of this proxy statement for additional information.

Executive compensation is an important matter for our stockholders. The core of our executive compensation levelsphilosophy and practice continues to be to pay for performance. Our executive officers are best left to the discretion of the Committee. In addition to the extensive experiencecompensated in a manner consistent with our strategy, competitive practice, sound corporate governance principles, and expertise of the Committee’s membersstockholder interests and their familiarityconcerns. We believe our compensation program is strongly aligned with the Company’s performance and the performancelong-term interests of our stockholders. Compensation of our executive officers the Committee is abledesigned to drawenable us to attract and retain talented and experienced senior executives to lead us successfully in a competitive environment.

Our named executive officers are identified on the experience of other directors and on various legal and accounting executives employed by the Company,page 32, and the Committee has access tocompensation of the wealthnamed executive officers is described on pages 32-52, including the Compensation Discussion and Analysis (“CD&A”) on pages 32-43. The CD&A section of readily available public information relative to structuring executive compensation programs and setting appropriate compensation levels. The Committee also believes that the structure ofthis proxy statement provides additional details on our executive compensation programs should not become overly complicated or difficultprogram, including our compensation philosophy and objectives and the fiscal 2022 compensation of the named executive officers.

We are asking stockholders to understand. The Committee solicits input from our Chief Executive Officer with respectvote on the following resolution:

“RESOLVED, that the compensation paid to the performance of ourCompany’s named executive officers pursuant to the compensation disclosure rules of the Securities and theirExchange Commission, including the Compensation Discussion and Analysis, the compensation levels.


The Role of Shareholder Say-on-Pay Votes

The Company provides its shareholders withtables and any related material disclosed in the opportunity to cast an every three years advisoryCompany’s 2023 Proxy Statement, is hereby approved.”

As indicated above, the stockholder vote on executive compensation (a “say-on-pay proposal”). Atthis resolution will not be binding on us or the Company’s annual meetingBoard of shareholders held in April 2017,Directors and will not be construed as overruling any decision by us or the Board. The vote will not be construed to create or imply any change to the fiduciary duties of the Board, or to create or imply any additional fiduciary duties for us or the Board.

The affirmative vote of a substantial majority of the votes castshares of our common stock present in person or represented by proxy and entitled to vote at the annual meeting is required for approval of this proposal. If you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on the say-on-pay proposal at that meeting were voted in favor of thethis proposal. The Compensation Committee believes this affirms shareholders’ support of the Company’s approach to executive compensation. The shareholders voted to

Currently, we hold a say-on-paystockholder advisory votevotes on executive compensation every three years, and the next such vote after this year’s vote is scheduled to occur in 2026.

Our Board resolvedof Directors unanimously recommends that you vote “FOR” the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure.

​

29

PROPOSAL 3:

ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF STOCKHOLDER VOTES TO APPROVE EXECUTIVE COMPENSATION

Under the Dodd-Frank Act, we are also required to acceptseek an advisory (non-binding) stockholder vote regarding the shareholders’ recommendation.  Asfrequency of submission to stockholders of a result,“Say on Pay” advisory vote such as Proposal No. 2. The Dodd-Frank Act specifies that stockholders be given the opportunity to vote on our executive compensation programs either annually, every two years or every three years. Although this vote is advisory and nonbinding, our Board of Directors will review voting results and give serious consideration to the outcome of such voting. Our Board of Directors recognizes the importance of receiving regular input from our stockholders on important issues such as our compensation programs. Our Board also believes that a well-structured compensation program should include plans that drive creation of stockholder value over the long-term, and that it should receive advisory input from our stockholders. Accordingly, as indicated below, the Board recommends that you vote in favor of a three-year advisory vote on our compensation programs.

The stockholders voted in 2017 to conduct advisory votes to approve executive compensation every three years, and consistent with that vote, we are holding a new vote to approve executive compensation at the 2023 Annual Meeting of Stockholders. The advisory vote on the frequency of voting on executive compensation is to be held not less frequently than every six years, with the next such vote to be held at the 2029 Annual Meeting of Stockholders.

Stockholders may cast their vote on their preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when voting in response to the resolution set forth below:

“RESOLVED, that the holders of the common stock of the Company indicate, by their vote on this resolution, whether the vote on executive compensation should take place every one year, every two years or every three years.”

The option of one year, two years or three years that receives the highest number of votes cast by stockholders will be the frequency for the advisory vote on executive compensation that has been selected by stockholders. However, as indicated above, the stockholder vote on the frequency of nonbinding stockholder votes to approve executive compensation will not be held againbinding on us or the Board and will not be construed as overruling any decision by us or the Board. The vote will not be construed to create or imply any change to the fiduciary duties of the Board, or to create or imply any additional fiduciary duties for us or the Board.

Currently, we hold stockholder advisory votes on executive compensation every three years, and the next such vote after this year’s vote is scheduled to occur in 2026.

Our Board of Directors unanimously recommends that you vote FOR the option of “Once Every Three Years” as the frequency with which stockholders are provided an advisory (non-binding) vote on executive compensation, as disclosed pursuant to the compensation disclosure rules of the SEC.

​

30

EXECUTIVE OFFICERS

The following narratives summarize the business experience over at least the last five years of our current executive officers, other than Messrs. Rollins, Wilson and Gahlhoff, whose business experience is described above in the section titled “Information Regarding Director Nominees and Continuing Directors” on page 20.

​

​

Graphic

Kenneth D. Krause, Executive Vice President, Chief Financial Officer and Treasurer, 48

​

Kenneth D. Krause has served as the Executive Vice President, Chief Financial Officer and Treasurer of Rollins since September 2022. Prior to joining Rollins, Mr. Krause served as the Senior Vice President, Chief Financial Officer, Chief Strategy Officer and Treasurer of MSA Safety, Inc. from 2015 to 2022. Mr. Krause also served in various other leadership roles at MSA Safety, Inc. with increasing levels of responsibility from 2006 to 2015. Prior to that, Mr. Krause served as a Senior Manager at KPMG from 2004 to 2006.

Mr. Krause received a Bachelor of Science in Business Administration - Accounting from Slippery Rock University and an MBA from the University of Pittsburgh Katz Graduate School of Business. Mr. Krause is also a Certified Public Accountant.

​

​

​

Graphic

Elizabeth B. Chandler, Vice President, General Counsel and Corporate Secretary, 59

​

Elizabeth B. Chandler joined Rollins in 2013 as Vice President and General Counsel. Ms. Chandler was appointed to Corporate Secretary in January 2018. In 2017, Ms. Chandler assumed responsibility for the Risk Management and Internal Audit groups. Before joining Rollins, Ms. Chandler served as Vice President, General Counsel and Corporate Secretary for Asbury Automotive from 2009 to 2012. Prior to that, Ms. Chandler served as city attorney for the City of Atlanta from 2006 to 2009, as Vice President, Assistant General Counsel and Corporate Secretary for Mirant Corp. from 2000 to 2006 and as an Associate and Partner at Troutman Pepper from 1988 to 1995 and from 1995 to 2000, respectively. Ms. Chandler has been a board member of the Atlanta Beltline Partnership, Inc. and the Georgia Research Alliance, since 2017 and 2022, respectively. Ms. Chandler received a Bachelor of Business Administration in International Business and a Juris Doctorate from the University of Georgia.

​

​

31

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program and provides an overview of how the Human Capital Management and Compensation Committee made compensation decisions in 2022 for each of our named executive officers, which consists of our Principal Executive Officer, each person who served as our Principal Financial Officer at any time during the fiscal year 2022, and the next three most highly-compensated executive officers (other than our Principal Executive Officer and Principal Financial Officer) who were serving in such capacity at the 2020 Annual Meeting. The Compensation Committee will continue to consider the outcomeend of the Company’s say-on-pay votes when making futurefiscal year 2022. For a complete understanding of the executive compensation decisions forprogram, this disclosure should be read in conjunction with the Summary Compensation Table and other executive compensation-related disclosures included in this Proxy Statement.

In fiscal 2022, our named executive officers.officers were:

​

​

Named Executive Officer

Position with the Company in 2022

Gary W. Rollins

Chairman and Chief Executive Officer

Kenneth D. Krause(1)

Executive Vice President, Chief Financial Officer and Treasurer

Julie K. Bimmerman(2)

Vice President, Interim Chief Financial Officer and Treasurer

Jerry E. Gahlhoff, Jr.

President and Chief Operating Officer

John F. Wilson

Vice Chairman and Assistant to the Chairman

Elizabeth B. Chandler

Vice President, General Counsel and Corporate Secretary

​

(1)Mr. Krause was appointed to the role of Executive Vice President and Chief Financial Officer and Treasurer, effective September 1, 2022.
(2)In connection with Mr. Krause’s appointment to the role of Executive Vice President and Chief Financial Officer and Treasurer, Ms. Bimmerman relinquished her responsibilities as Vice President, Interim Chief Financial Officer and Treasurer and returned to her role as Group Vice President - Finance, effective September 1, 2022.

Executive Compensation Practices and Governance Policies

​

​

​

​

​

What We Do

​

What We Don’t Do

✓

Pay for Performance

A component of our named executive officers’ total compensation is directly linked to the Company’s performance.

x

No Short-Selling

Under our Insider Trading Policy, we prohibit our employees, including our named executive officers and the members of our board of directors, from short selling our securities.

✓

Align the Interests of Executives with those of Our Stockholders

Equity compensation represents a significant portion of our named executive officers’ total compensation.

x

No Guaranteed Base Salary Increases or Bonuses

We do not provide guaranteed base salary increases or guaranteed bonuses.

✓

Stock Ownership Guidelines

We maintain strong stock ownership requirements for our directors, executive officers and other key employees.

x

No Employment Contract

There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of severance or compensation that is not subject to approval by our Human Capital Management and Compensation Committee.

✓

Independent Compensation Committee

Our Human Capital Management and Compensation Committee is composed solely of independent directors.

x

No Executive Pension Plans or SERPs

We only maintain a deferred compensation plan and a standard 401(k) plan.

✓

Independent Compensation Consultant

Our Human Capital Management and Compensation Committee directly retains an independent compensation consultant.

​

​

​


32

General Compensation Objectives and Guidelines


The Company is engaged in a highly competitive industry. The success of the Company depends on our ability to attract and retain highly qualified and motivated executives. In order to accomplish this objective, we have endeavored to structure our executive compensation program in a fashion that gives our Human Capital Management and Compensation Committee the flexibility to take into account our operating performance and the individual performance of our executive officers. The Committee, with the executive.


assistance of its compensation consultant, used peer group benchmarking (as described under the heading titled “Peer Group Benchmarking Analysis” on page 41), to assess the comparability of the Company’s pay practices to ensure that the total compensation for the Company’s executive officers is competitive with marketplace practices. 

​

The Human Capital Management and Compensation Committee endorses the philosophy that executive compensation should reflect Company performance and the contribution of executive officers to that performance. The Company’sOur compensation policy is designed to achieve three fundamental objectives: (i)

●attract and retain qualified executives;
●motivate performance to achieve Company objectives; and
●align the interests of our executives with the long-term interests of the Company’s stockholders.

In pursuing our objectives, we strive to provide a balanced approach to compensation policies and retain qualified executives, (ii) motivate performance to achieve Company objectives,practices which does not promote excessive risk-taking.

The Human Capital Management and (iii) align the interests of our executives with the long-term interests of the Company’s stockholders.


TheCompensation Committee recognizes that there are many intangibles involved in evaluating performance and in motivating performance, and that determining an appropriate compensation level is a highly subjective endeavor. The analysis of the Committee is not based upon a structured formula and the objectives referred to above are not weighted in any formal manner.

25



Pursuant to our compensation philosophy, the total annual compensation of our executive officers is primarily made up of one or more ofthe following three elements. The three elements are salary, annual performance-based incentive compensation and grants of stock based awards such as restricted stock. elements:

●base salary (fixed compensation), which is an important element to attract, retain and motivate our executives;
●annual performance-based cash incentive compensation (variable compensation), which is valuable in recognizing and rewarding Company and individual achievement; and
●grants of equity-based awards such as restricted stock (variable compensation), makes our executives “think like owners” and, therefore, aligns their interests with those of our stockholders.

In addition, the Company provideswe provide retirement compensation plans, group welfare benefits and certain perquisites.


We believe a competitive base salary is importantthat all elements of our executives’ total compensation provide highly motivational incentives that link the pay of our executives to the performance of our Company and enable us to attract and retain highly qualified and motivate top executives. We believe annual performance-based incentivemotivated executives in our very competitive market.

33

Fiscal 2022 Named Executive Officer Compensation Details

Compensation Elements

The Company provides both fixed (salary) and variable (cash and equity incentive) compensation is valuableto its named executive officers. The following table sets forth information regarding each of the three core elements of compensation for the executive officers in recognizing2022, including a description of each element.

Compensation Element

Description

Base Salary

Fixed cash compensation based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance.

Annual Performance-Based Cash Incentive

Annual performance-based incentive cash compensation with target award amounts for each executive officer. Actual bonus amounts may be lower than target based on the achievement of certain Company performance goals and individual performance.

Annual Equity Incentive

Grants of stock-based awards currently in the form of time-lapsed restricted stock.

​

The graphics below reflect the approximate general distribution of the three core elements of compensation earned for fiscal 2022 by our CEO, and rewarding individual achievement. Finally, we believe equity-basedon average, by our named executive officers under the Company’s 2022 Executive Bonus Plan and 2018 Stock Incentive Plan:

​

​

CEO

OTHER NAMED EXECUTIVE OFFICERS

Graphic

Graphic

​

(1)The % shown in the salary component of the Other Named Executive Officer graphic above, includes the salary earned by Mr. Krause in 2022 which was prorated to his start date.

Base Salary

Base salary represents the fixed element of the compensation makes executives “think like owners” and, therefore, aligns their interests with those of our stockholders.


Effective November 1, 2006, we adopted formal Stock Ownership Guidelines for our executive officers and note thatis an important element of compensation intended to attract and retain qualified executives. The Human Capital Management and Compensation Committee reviews the base salaries of our executive officers are significant stockholderseach year as part of the Company, as disclosed elsewhere in this Proxy Statement. The purpose of these Guidelines is to align the interests of executives with the interests of stockholders and further promote our longstanding commitment to sound corporate governance.

The Committee is mindful of the stock ownershipits annual review of our directors and executive officers but does not believe that it is appropriatecompensation program, with input from our CEO (except with respect to provide a mechanism or formula to take stock ownership (or gains from prior option or stock awards) into account when setting compensation levels. As do many public companies, we have historically provided in our insider trading policies that directors and executive officers may not sell Company securities short and may not sell puts, calls or other derivative securities tied to our Common Stock.

As a result of the Tax Cuts and Jobs Act, starting with compensation payable in 2018, Section 162(m) of the Internal Revenue Code will limit us from deducting compensation, including performance-based compensation, in excess of $1,000,000 paid to our executive officers. The only exception to this rule is for compensation (including performance-based compensation) that is paid pursuant to a binding contract in effect on November 2, 2017, that would otherwise have been deductible under the prior Section 162(m) rules. Going forward, the Compensation Committee will, as before, retain full discretion to award compensation packages that best attract, retain and reward successful executive officers. Therefore, the Compensation Committee anticipates that it will award compensation that is not fully deductible under Section 162(m)his own base salary).

Our executive bonus agreements contain a provision that provides that, among other things, if any bonus amount is paid as a result of misrepresented or inaccurate performance, the Company may require repayment of some or all of the excess bonus paid, subject to applicable laws.  This recoupment policy reflects the Company's high ethical standards and strict compliance with accounting and other regulations applicable to public companies.   As all incentives and awards remain within the discretion of the Compensation Committee, the Committee also retains the ability to take any restatements or adjustments into account in subsequent years.  In addition, the Sarbanes-Oxley Act requires in the case of accounting restatements that result from material non-compliance with SEC financial reporting requirements, that the Chief Executive Officer and Chief Financial Officer must disgorge bonuses and other incentive-based compensation and profits on stock sales received during the 12 months following publication of the misstated financials, if the non-compliance results from misconduct.

Salary

The salary of each executive officer is determined by the Compensation Committee. In making its determinations, the Human Capital Management and Compensation Committee gives consideration to our operating performance for the prior fiscal year and the individual executive’s performance. TheBase salary increases are not automatic or guaranteed.

34

2022 Base Salary Adjustments

In 2022, the Human Capital Management and Compensation Committee, solicits input from our Chief Executive Officer with respect to the performance of our executive officers and their compensation levels. Effective January 1, 2017, the following adjustments were made toadjusted the base salaries of ourthe Company’s named executive officers: Gary W. Rollins $1,000,000 (no change from 2016); Paul E. Northen $450,000 ($50,000officers as follows:

​

​

​

​

​

​

​

​

​

​

Named Executive Officer

    

2021 Salary

    

2022 Salary

    

% Increase

 

Gary W. Rollins

​

$

1,400,000

​

$

1,449,000

 

3.5

%

Jerry E. Gahlhoff, Jr.

​

$

600,000

​

$

690,000

 

15.0

%

John F. Wilson

​

$

950,000

​

$

983,250

 

3.5

%

Elizabeth B. Chandler

​

$

500,000

​

$

517,500

 

3.5

%

​

The 15% increase from 2016): R. Randall Rollins $900,000 (no change from 2016); John F. Wilson $700,000 ($50,000in Mr. Gahlhoff’s base salary for 2022 was made due to Mr. Gahlhoff’s increased responsibilities in connection with his role as President and Chief Operating Officer. Mr. Krause did not receive a salary adjustment in 2022 as he joined the Company in September 2022. Ms. Bimmerman also did not receive a salary adjustment in 2022 as the Human Capital Management and Compensation previously adjusted Ms. Bimmerman’s base salary to reflect a 24.9% increase from 2016)in July 2021 in connection with her transition into the role as Interim Chief Financial Officer and Thomas E. Luczynski $280,000 ($12,990 increase from 2016). EffectiveTreasurer.

Performance-Based Cash Incentive

In January 1, 2018,2022, the following adjustments were made to the base salaries of our executive officers: Gary W. Rollins $1,000,000 (no change from 2017); Paul E. Northen $500,000 ($50,000 increase from 2017): R. Randall Rollins $900,000 (no change from 2017); John F. Wilson $775,000 ($75,000 increase from 2017)Human Capital Management and Thomas E. Luczynski $300,000 ($20,000 increase from 2017).


26



Performance-Based Plan

At the annual meeting of stockholders held on April 23, 2013, the stockholdersCompensation Committee approved the terms of the Company’sRollins, Inc. 2022 Executive Bonus Plan for its named executive officers (the “Executive Bonus Plan”), which replaced the 2021 Performance-Based Incentive Cash Compensation Plan for Executive Officers (the “Cash Incentive Plan”).Plan. Under the Cash IncentiveExecutive Bonus Plan, the named executive officers have an opportunity to earn bonuses of up to 100a certain percent of theireach individual’s annual salaries, not to exceed a maximum amount of their respective base salary upon the achievement of bonus performance goals whichapproved by the Human Capital Management and Compensation Committee. Such performance goals consist of the Company’s and individual’s achievement of specific levels of one or more of the following three targeted financial measures:

●revenue to plan;
●pre-tax profit plan achievement; and
●individual key operating initiatives.

The performance goals are pre-set everypre-established each year by the Human Capital Management and Compensation Committee upon its approvalfor all named executive officers and measured annually. No bonuses are payable under the Executive Bonus Plan if the goals are not approved by the Human Capital Management and Compensation Committee within 90 days after the commencement of the performance bonus program forperiod to which such goals relate. We believe that year. For 2017, thesethe incentive-related provisions provide performance goals for Messrs. R. Randall Rollins and Gary W. Rollins were based on targeted revenue growth ofincentives that are beneficial to the Company and targeted pre-tax profit growthits stockholders.

The maximum performance-based cash incentive for each of the Company. For 2017,named executive officers for fiscal 2022 is summarized in the performance goaltable below. Awards earned in 2022 under the Executive Bonus Plan were accrued in 2022 and paid no later than March 15, 2023.

​

​

​

​

​

2022 Performance-Based Cash Incentive

Named Executive Officer

Maximum (% of Salary)

Gary W. Rollins

150

Kenneth D. Krause(1)

100

Julie K. Bimmerman

40

Jerry E. Gahlhoff, Jr

120

John F. Wilson

125

Elizabeth B. Chandler

75

​

(1)Mr. Krause’s 2022 maximum performance-based cash incentive was prorated to 50% of his annual base salary pursuant to the terms of the offer letter between the Company and Mr. Krause (as described in more detail below under the heading “Executive Employment Agreements”).

35

Revenue to Plan Performance Goal

The Revenue to Plan performance-based cash incentive maximum payout for Messrs. John F. Wilson and Paul E. Northen are based on targeted revenue growtheach of the Company, targeted pre-tax profit growth ofnamed executive officers for fiscal 2022 is summarized in the Company, and individual Key Operating Initiatives that are determined yearly based on Company performance.table below:

​

​

​

​

​

2022 Eligible Revenue to Plan Performance Goal

Named Executive Officer

Bonus Maximum (% of Salary)

Gary W. Rollins

60

Kenneth D. Krause(1)

40

Julie K. Bimmerman

20

Jerry E. Gahlhoff, Jr

40

John F. Wilson

50

Elizabeth B. Chandler

30

​

(1)Mr. Krause’s 2022 maximum revenue to plan performance goal was prorated to 20% pursuant to the terms of the offer letter between the Company and Mr. Krause (as described in more detail below under the heading “Executive Employment Agreements”).

For the Company revenue to plan performance goal, Messrs. R. Randall Rollins and Gary W. Rollins were eligible to earn bonuses of between 0 and 40 percent of their respective annual salary. Messrs. John F. Wilson was eligible to earn a bonus between 0 percent and 30 percent of his annual salary and Messrs. Paul E Northen was eligible to earn a bonus of between 0 percent and 18 percent of his annual salary.

The minimum achievement of revenue to plan for these personsthe named executive officers to be eligible to earn a bonus under this elementperformance goal of the Cash IncentiveExecutive Bonus Plan for 2017 was 95 percent. This performance goal for the plan in 20172022 was a 6.28%an 8.2 percent increase in revenue.

Because the actual increase in Companythe Company’s revenue tofor 2022 was 11.2 percent, which reflected a 102.8 percent increase of plan in 2017 was 100.1 percent,for 2022, this resulted in bonuses of 40 percent of salaryeach named executive officer receiving the maximum bonus target for Messrs. R. Randall Rollins and Gary W. Rollins, 30 percent of salary for Messrs. John F. Wilson and 18 percent for Paul E. Northen.

For the Companythis performance goal.

Pre-Tax Profit to Plan Performance Goal

The pre-tax profit to plan performance goal, Messrs. R. Randall Rollins, Gary W. Rollins and John F. Wilson were eligible to earn bonusesperformance-based cash incentive maximum payout for each of between 0 and 60 percent of their respective annual base salary. Mr. Paul E Northen was eligible to receive a bonus of between 0 and 36 percent of his annual salary. Mr. Thomas E. Luczynski was eligible to receive a bonus of between 0 and 24 percent of his annual salary. the named executive officers for fiscal 2022 is summarized in the table below:

​

​

​

​

​

2022 Eligible Pre-Tax Profit to Plan Performance Goal

Named Executive Officer

Bonus Maximum (% of Salary)

Gary W. Rollins

90

Kenneth D. Krause(1)

60

Julie K. Bimmerman

20

Jerry E. Gahlhoff, Jr

70

John F. Wilson

75

Elizabeth B. Chandler

45

​

(1)Mr. Krause’s 2022 maximum pre-tax profit to plan performance goal was prorated to 30% pursuant to the terms of the offer letter between the Company and Mr. Krause (as described in more detail below under the heading “Executive Employment Agreements”).

The minimum growth in the Company'sCompany’s pre-tax profit for 2017 to the corresponding amount in 20162022 to be eligible for a bonus was 9590 percent and the Company’s 20172022 performance resulted in an actual achievement in pre-tax profit to plan of 100 percent. This resulted in bonuses of 60 percent of salaryeach named executive officer receiving the maximum bonus target for Messrs. R. Randall Rollins, Gary W. Rollins and John F. Wilson, this performance goal.

36 percent of salary for

2022 Individual Key Operating Initiatives

In 2022, only Mr. Paul E. Northen and 24 percent of salary for Mr. Thomas E. Luczynski.


Messrs. John F. Wilson, Paul E. Northen , and Thomas E. Luczynski also participateGahlhoff participated in anthe individual Key Operating Initiative. Under this element, the participants mayInitiative (“KOI”) performance goal and was eligible to receive a bonus of their respective annual salary for achievement of such KOI as follows:

​

​

​

​

​

Named Executive Officer

Individual KOI

Eligible Bonus Maximum (%)

Jerry E. Gahlhoff, Jr.

Pest Control Cancellation Performance to Index or Improvement

10

​

Mr. Gahlhoff did not receive a bonus for this performance goal as the initiatives tied to Customer Service IndexCompany did not reach its planned target for Mr. John F. Wilson, Trade Receivables for Mr. Paul E. Northen and International Franchise profit to plan and revenue growth for Mr. Thomas E. Luczynski. Messrs. John F. Wilson was eligible to earn between 0 and 10 percent for improvement in Customer Service Index, Paul E. Northen was eligible to earn between 0 and 6 percent for improvement in Trade Receivables and Thomas E. Luczynski was eligible to earn between 0 and 16 percent for International Franchise profit to plan, revenue growth and growth of number of franchises. The Company’s performance in 2017 resulted in 0 percent payout for both Customer Service Index and Trade Receivables and 9.3 percent payout on International Franchise profit to plan and revenue growth.


2022.

The amount of bonuses under each performance component of the Company’s Cash IncentiveExecutive Bonus Plan is determined based upon straight-line interpolation of the applicable formula for each such component without the use of discretion. In addition to any bonuses earned under the Cash IncentiveExecutive Bonus Plan, the Human Capital Management and Compensation Committee has the authority to award discretionary bonuses.

No discretionary bonuses were awarded for 2017.

Equity Based2022, with the exception of Mr. Krause, who received a one-time signing bonus in the amount of $500,000 and a one-time make-whole cash award in the amount of $430,000, to compensate him for amounts forfeited by his prior employer upon joining the Company.

Equity-Based Awards


Our

Pursuant to the terms of the Company’s 2018 Stock Incentive Plan, allows for a wide variety of stock based awards such asthe Human Capital Management and Compensation Committee may grant stock options, stock appreciation rights and any other type of award valued by reference to (or otherwise based on) shares, including, without limitation, restricted stock, awards. We last issuedrestricted stock options inunits, performance accelerated restricted stock, performance stock and performance units, not to exceed a maximum of 225,000 shares during any fiscal year ended 2003for any one individual. Equity-based awards are generally used by the Company as a tool to encourage retention and have no immediate plans to issue additional stock options. Partially in response to changes relative toalign the manner in which stock options are accounted for under generally accepted accounting principles, we have modified the structure and composition of the long-term equity based componentinterest of our executive compensation.executives with those of our stockholders. In recent years, we havethe Company has awarded time-lapse restricted stock in lieu of granting stock options. The terms and conditions of these awards are described in more detail below.


27



In addition, in 2023, the Human Capital Management and Compensation Committee approved the grants of performance share units (“PSUs”) to the Company’s executive officers, such PSUs will be paid out over a three-year performance period upon the Company’s successful achievement of certain financial performance goals.

Awards under the Company’s2018 Stock Incentive Plan are purely discretionary are not based upon any specific formula and may or may not be granted in any given fiscal year. For the past three years, we have granted time-lapse restricted stock to various employees, including our named executive officers, in early January during our regularly scheduled meeting of the Human Capital Management and Compensation Committee during which the Committee reviews the Company’s executive compensation.compensation program. Consistent with this practice, wethe Human Capital Management and Compensation Committee granted time-lapse restricted stock awards to our named executive officers in January 2016, 2017 and 20182022, with the exception of Mr. Krause, as follows:

​

​

​

​

​

​

​

​

2022 Grants of Time-Lapse

​

​

​

Name

    

Restricted Stock Awards

    

Grant Date Fair Value(1)

Gary W. Rollins

 

120,000

​

$

3,564,000

Kenneth D. Krause(2)

 

73,186

​

$

2,500,034

Julie K. Bimmerman

 

20,000

​

$

594,000

Jerry E. Gahlhoff, Jr

 

40,000

​

$

1,188,000

John F. Wilson

 

50,000

​

$

1,485,000

Elizabeth B. Chandler

 

12,000

​

$

356,400

​

(1)These amounts reported in this column represent the aggregate grant date fair value of restricted Common Stock awarded to each named executive officer under our 2018 Stock Incentive Plan in accordance with FASB ASC Topic 718. Please refer to Note 14 – Stock-Based Compensation to our consolidated financial statements contained in our 2022 Form 10-K for the period ending December 31, 2022, for a discussion of the assumptions used in these computations. When calculating the amounts shown in this table, we have disregarded all estimates of forfeitures. Our 2022 Form 10-K has been included in our Annual Report and provided to our stockholders.

37

(2)On September 1, 2022, pursuant to the terms of the offer letter between the Company and Mr. Krause (as described in more detail below under the heading “Executive Employment Agreements”), the Human Capital Management and Compensation Committee granted Mr. Krause a one-time equity award of time-based restricted stock that vests over a three-year period beginning on January 1, 2023, with one-third of the award vesting on that date and the remaining two-thirds vesting in equal portions on each subsequent anniversary of that date, subject to the terms and conditions of the Company’s 2018 Stock Incentive Plan.
   Name201620172018
Gary W. Rollins63,00063,00058,000
R. Randall Rollins57,00057,00052,000
Paul E. Northen12,50015,00015,000
John F. Wilson30,00030,00030,000
Thomas E. Luczynski3,5003,3005,000

The amount of the aggregate stock basedstock-based awards to our named executive officers in any given year is influenced by the Company’s overall performance. The amount of each grant to our named executive officers is influenced in part by the Human Capital Management and Compensation Committee’s subjective assessment of each individual’s respective contributions to achievement of the Company’s long-term goals and objectives. In evaluating individual performance for these purposes, the Human Capital Management and Compensation Committee considers the overall contributions of executive management as a group and the Committee’s subjective assessment of each individual’s relative contribution to that performance rather than specific aspects of each individual’s performance over a short-term period. It is our expectation to continue yearly grants of restricted stock awards to selected executives although we reserve the right to modify or discontinue this or any of our other compensation practices at any time.

To date, Grants are made under our 2018 Stock Incentive Plan and the plan is administered pursuant to Rule 16b-3 under the Exchange Act.

Prior to 2022, all of our time-lapse restricted stock awards have had the same features. TheFor awards of time-lapse restricted stock granted prior to January 2022, the shares vest one-fifth per year beginning on the second anniversary of the grant date. RestrictedFor awards of time-lapse restricted stock granted in 2022, the shares will vest one-fifth per year beginning on the first anniversary of the grant date. For awards of time-lapse restricted stock granted in 2023 the shares will vest one-fourth per year beginning on the first anniversary of the grant date. Time-lapse restricted shares have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave our employment or move to a lesser position for any reason prior to the vesting dates (other than due to death disability or retirement on or after age 65)disability), the unvested shares will be forfeited.forfeited unless the Human Capital Management and Compensation Committee decides otherwise. In the event of a “change in control” as determined by the Board, of Directors, all unvested restricted shares shall vest immediately.


Grants are made under our Stock Incentive

Other Compensation

Health and Retirement Plans

The named executive officers all participate in the Company’s regular employee benefit programs, including the 401(k) Plan with Company match, stock, group life insurance, group medical and the plan is administered pursuant to Rule 16b-3 of the Securities Exchange Act of 1934. When considering the grant of stock based awards, the Committee considers the overall performancedental coverage and the performance of individual employees.


Employment Agreements

There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of severance or compensation, including incentive or bonus payments.

Retirement Plans

other group benefit plans. The Company maintainsoffers participation in an Employment Stock Purchase Plan that provides employee with a defined benefit plan (Rollins, Inc. Retirement Income Plan) for employees hired prior10% discount on the purchase of Company stock. In 2022, all named executive officers were eligible to January 1, 2002,participate in the Company’s ESPP with the exception of Gary W. Rollins, due to Mr. Rollins’ beneficial ownership of more than 5% of Rollins’ stock. The Company also maintains a non-qualified retirement plan (Rollins, Inc. (the “Deferred Compensation Plan)Plan”) for our executives and highly compensated employees, and athe Rollins 401(k) Savings Plan for the benefit of all of our eligible employees.

The Company froze the Rollins, Inc. Retirement Income Plan effective June 30, 2005. The Rollins, Inc. Deferred Compensation Plan also provides other benefits as described below under “Nonqualifiedthe section titled “Non-Qualified Deferred Compensation”Compensation.”

Perquisites and Other Personal Benefits

In addition to the total direct compensation and benefits described above, the Company provides its named executive officers with certain perquisites as approved by the Board and noted in the footnote to the Summary Compensation Table below under the section titled “Executive Compensation.” The specific perquisites provided to the named executive officers are as follows:

●All named executive officers are eligible to receive an automobile allowance, reimbursements for related vehicle expenses, and an annual executive physical.
●Mr. Rollins also receives the following perquisites:
ouse of the Company’s aircraft for personal travel;

38

opersonal use of the Company’s executive dining room; and
opersonal use of the Company’s storage space.

Executive Employment Arrangements

While we do not have employment agreements with any of our named executive officers, the initial terms and conditions of employment for our named executive officers are set forth in written employment offer letters (as applicable).

Kenneth D. Krause Offer Letter

In July 2022, the Company entered into an employment offer letter with Mr. Krause setting forth the terms and conditions of his employment as Executive Vice President, Chief Financial Officer and Treasurer of the Company. Pursuant to the terms of Mr. Krause’s offer letter, Mr. Krause’s annual base salary is $675,000 and he is eligible to receive a target cash bonus opportunity equal to 100% of his annual base salary, prorated to 50% for 2022, subject to the terms and conditions of the Rollins, Inc. Executive Bonus Plan and the Human Capital Management and Compensation Committee’s approval of the performance goals. In connection with the commencement of Mr. Krause’s employment, the Company paid Mr. Krause a one-time signing bonus in the amount of $500,000 and a one-time make-whole cash award in the amount of $430,000 to compensate him for amounts forfeited by his prior employer upon joining the Company. Both cash payments were subject to normal withholdings, and subject to full repayment in the event Mr. Krause leaves the Company before twelve-months from his start date. Mr. Krause also received a one-time equity award of restricted stock units with a grant date fair market value of $2,500,000 based on the closing price of the Company’s stock on September 1, 2022, that will vest over a three-year period beginning on January 1, 2023, with one-third of the award vesting on that date and the remaining two-thirds vesting in equal portions on each subsequent anniversary of that date, subject to the terms and conditions of the Company’s 2018 Stock Incentive Plan. Mr. Krause is also eligible to receive an annual target equity opportunity of 200% of his annual base salary beginning in 2023, subject to the terms and conditions of the Company’s 2018 Stock Incentive Plan. In addition, Mr. Krause received relocation assistance in connection with his move to the Atlanta, Georgia area and is also eligible to participate in certain benefit programs available to similarly situated executives of the Company and other benefit programs available to all full-time employees of the Company following the completion of sixty (60) days of service with the Company.

The terms of Mr. Krause’s offer letter were approved by the Human Capital Management and Compensation Committee. In determining Mr. Krause’s initial compensation arrangement, the Committee took into consideration Mr. Krause’s skills and experience and the competitive market for similar positions at other comparable companies based on a review of compensation data provided by the Committee’s compensation consultant.

Compensation Setting Process

Role of the Human Capital Management and Compensation Committee

Under its charter, the Human Capital Management and Compensation Committee is responsible for, among other things:

●reviewing our overall executive compensation philosophy and strategy, including base salary, performance-based incentive cash compensation, and equity-based grants, to ensure that the strategy supports our compensation policy; and
●reviewing and approving corporate goals and objectives relevant to the compensation of the executive officers, including the CEO, and evaluating each such executive officer’s performance in light of such goals and objectives, and setting each executive officer’s compensation based on this evaluation.

The Human Capital Management and Compensation Committee is composed of three non-employee directors, Mr. Jerry W. Nix (Chairperson), Gregory B. Morrison and Louise S. Sams, each of whom is independent. Dr. Thomas Lawley served on the Human Capital Management and Compensation Committee until his retirement on April 26, 2022.

39

The Human Capital Management and Compensation Committee has the authority, in its sole discretion, to retain or obtain the advice of any compensation consultant, legal counselor or other advisor to assist the Committee in the performance of its duties, and shall be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant, legal counsel or other advisor so retained. The Human Capital Management and Compensation Committee may also, from time to time, and in its discretion, form and delegate all or a portion of its authority with respect to the executive officers to subcommittees; provided that such subcommittees must meet the Committee’s composition requirements set forth in its charter or under any applicable federal or state laws.

Role of Management

The Human Capital Management and Compensation Committee solicits input from the Chairman, and the Chief Executive Officer and President with respect to the performance of the other executive officers and their compensation levels. The Vice President of Total Rewards also provides the Human Capital Management and Compensation Committee with input as it pertains to the compensation of all executive officers.

The Role of Stockholder Say-on-Pay Votes

We provide our stockholders with the opportunity to cast a non-binding advisory vote on executive compensation (a “say-on-pay proposal”) every three years. At our annual meeting of stockholders held in April 2020, a substantial majority of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Human Capital Management and Compensation Committee believes this affirms the stockholders’ support of our approach to executive compensation. The stockholders voted to hold a say-on-pay advisory vote on executive compensation every three years, and the Board resolved to accept the stockholders’ recommendation. As a result, stockholders are being asked to vote on the Company’s non-binding advisory vote on executive compensation at the Company 2023 Annual Meeting of Stockholders, as described under the section titled “Proposal 2: Advisory (Non-Binding) Vote on Executive Compensation” on page 38.29. The Human Capital Management and Compensation Committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for our executive officers.

Role of the Human Capital Management and Compensation Committee Consultant

In October 2021, upon the recommendation of the Company’s management, the Human Capital Management and Compensation Committee approved the engagement of Mercer US LLC (“Mercer”) an independent executive compensation advisory firm, to serve as its independent compensation consultant. In doing so the Human Capital Management and Compensation Committee reviewed information regarding the independence and potential conflicts of interest of Mercer. The Human Capital Management and Compensation Committee members took into account, among other things, the factors enumerated by the SEC and NYSE for evaluating compensation advisor independence, including, without limitation, the engagements and fees described below, and concluded that Mercer is independent and that no conflict of interest exists. Mercer attended all Human Capital Management and Compensation Committee meetings in 2022 and advised the Human Capital Management and Compensation Committee with respect to 2022 executive compensation decisions. The Human Capital Management and Compensation Committee at any time has sole authority to replace its compensation consultant, or from time to time, hire additional consultants, legal counsel and such other advisors as necessary to assist with the execution of its duties and responsibilities.

During Mercer’s engagement in 2022, Mercer reviewed the Company’s director and executive officer compensation strategy and programs to ensure appropriateness and market-competitiveness. Mercer’s fees for director and executive compensation consulting services provided to the Human Capital Management and Compensation Committee in 2022 were $145,978. During 2022, management retained the services of Mercer to provide healthcare consulting services. The total fees paid for these services in 2022 were $187,232. The services provided by Mercer to management were not in the purview of the Human Capital Management and Compensation Committee and thus did not require approval by such Committee.


40

Other

Peer Group Benchmarking Analysis

As part of its executive compensation review for 2022, the Human Capital Management and Compensation Committee asked Mercer to develop a peer group that serves as a primary comparator group for assessing the competitiveness of the Company’s executive compensation. As part of this process, Mercer recommended a peer group comprised of 15 companies, with each peer having revenue between 1/3 to 2.5 times the Company’s revenue. The appropriateness of the peer group was based on the industry, size, organizational type, and comparability of business complexity The Peer Group companies generally had a majority of operations in the environmental and facilities services industry, and variations in their revenues, assets and market capitalization versus the Company were considered when the group was selected. Where possible, each company position was compared to industry data using functional counterparts or executives with similar roles at the peer companies, as well as compensation data disclosed in proxy statements filed in 2022.

The Human Capital Management and Compensation Committee considered the peer group benchmarking analysis provided by Mercer comparing the compensation components of salary, annual incentives, long-term incentives, and total compensation of the Company’s CEO and other executive officers relative to pay programs of the selected peer group. The Human Capital Management and Compensation Committee believes the Company’s executive compensation program is fair, competitive with marketplace practices and effective in enhancing shareholder value.

The following companies were included in the Peer Group for 2022:

Company Name

Industry

ABM Industries Incorporated

Environmental and Facilities Services

Brightview Holdings, Inc.

Environmental and Facilities Services

Casella Waste Systems, Inc.

Environmental and Facilities Services

Clean Harbors, Inc.

Environmental and Facilities Services

Comfort Systems USA, Inc.

Construction and Engineering

Frontdoor, Inc.

Specialized Consumer Services

Harsco Corporation

Environmental and Facilities Services

Healthcare Services, Group, Inc.

Diversified Support Services

Lennox International Inc.

Building Products

The Scotts Miracle-Gro Company

Fertilizers and Agricultural Chemicals

Stericycle, Inc.

Environmental and Facilities Services

Terminix Global Holdings, Inc.

Specialized Consumer Services

Unifirst Corporation

Diversified Support Services

US Ecology, Inc.

Environmental and Facilities Services

Waste Connections, Inc.

Environmental and Facilities Services

​


41

Policies Regarding Stock Ownership by Executive Officers

Stock Ownership Guidelines

We currently have Stock Ownership Guidelines (the “Guidelines”) for our executive officers and other key executives as designated by the Human Capital Management and Compensation Committee. The purpose of these Guidelines is to align the interests of our executives with the interests of our stockholders. The current Guidelines as determined by the Human Capital Management and Compensation Committee include:

Title

Stock Ownership Requirements

Chairman and Rollins, Inc. President and Chief Executive Officer

Ownership equal to 5 times base salary

Other Rollins Officers and Orkin, LLC President

Ownership equal to 3 times base salary

Division and Brand Presidents

Ownership equal to 2 times base salary

Other covered executives

Ownership equal to 1 times base salary

​

Participants under the Guidelines have a period of five years to adhere to the Guidelines. Participants have their individual ownership amount established based upon their annual base salary at the time they became subject to the Guidelines and the Company’s average closing common stock price for the prior 90-day period. Promotions into a different position category require recalculation of a Participant’s ownership amounts, as appropriate.

Shares counted toward this requirement are based on shares beneficially owned by such participant (as beneficial ownership is defined by Rule 16a-1(a)(2) under the Exchange Act).

Once achieved, ownership of the amount under the Guidelines should be maintained for as long as the participant is subject to the Guidelines.

In addition, the Human Capital Management and Compensation Committee has approved and adopted stock ownership guidelines applicable to our non-employee directors. Information with respect to our non-employee directors’ stock ownership guidelines is set forth in “Non-Employee Director Stock Ownership Guidelines” on page 18.

We Strongly Discourage Pledging of Common Stock

Under our insider trading policy, we strongly discourage our employees, including our named executive officers and the members of our Board of Directors, from pledging or otherwise encumbering, individually owned or granted Company securities.

Clawback Policy

Our executive bonus agreements contain a provision that provides that, among other things, if any bonus amount is paid as a result of misrepresented or inaccurate performance, the Company may require repayment of some or all of the excess bonus paid, subject to applicable laws. This recoupment policy reflects the Company’s high ethical standards and strict compliance with accounting and other regulations applicable to public companies. As all incentives and awards remain within the discretion of the Human Capital Management and Compensation Committee, the Committee also retains the ability to take any restatements or adjustments into account in subsequent years. In addition, the Sarbanes-Oxley Act requires in the case of accounting restatements that result from material non-compliance with SEC financial reporting requirements, that the Chief Executive Officer and Chief Financial Officer must disgorge bonuses and other incentive-based compensation and profits on stock sales received during the 12-months following publication of the restated financials, if the non-compliance results from misconduct.

42

Tax Deductibility of Compensation

As a result of the Tax Cuts and Jobs Act, starting with compensation payable in 2018, Section 162(m) of the Internal Revenue Code limits us from deducting compensation, including performance-based compensation, in excess of $1,000,000 paid to our executive officers includes group welfare benefits including group medical, dentalofficers. The Human Capital Management and vision coverage, and group life insurance. The Company provides certain perquisites to its executive officers, which are described below under “Executive Compensation.” The Company requires that its Chairman and Vice Chairman and CEO use Company or other private aircraft for air travel whenever practicable for security reasons.

The following Compensation Committee Report shallwill continue to retain full discretion to award compensation packages that best attract, retain and reward successful executive officers. Therefore, the Human Capital Management and Compensation Committee anticipates that it will award compensation that is not fully deductible under Section 162(m).

HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE REPORT

The Human Capital Management and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on such review and discussions, the Human Capital Management and Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted by the Human Capital Management and Compensation Committee of the Board of Directors

Jerry W. Nix, Chairperson

Gregory B. Morrison

Louise S. Sams

This report of the Human Capital Management and Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”“Securities Act”), or under the Exchange Act, except to the extent that the Companywe specifically incorporatesincorporate this information by reference, and shallwill not otherwise be deemed filed“soliciting material” or “filed” under either the Securities Act or the Exchange Act.

​


43

28



EXECUTIVE OFFICER COMPENSATION COMMITTEE REPORT


We have reviewed& BENEFITS

SUMMARY COMPENSATION TABLE

The following table provides information regarding the compensation awarded to, earned by and discussed the above Compensation Discussion and Analysis with management.


Based upon this review and discussion, we have recommendedpaid to the Boardeach of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee
Henry B. Tippie, Chairman
James B. Williams
Larry L. Prince


COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires our named executive officers and directors and persons who own more than ten percent of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.

Based on our review of the copies of such forms, we believe that during fiscal year ended December 31, 2017, all filing requirements applicable to our officers, directors and greater than ten percent beneficial owners were timely satisfied. Each of these transactions were exempt from Section 16(b) of the Securities and Exchange Act of 1934 by reason of Rule 16(b)(3).


29



EXECUTIVE COMPENSATION

Shown below is information concerning the annual compensation for the fiscal years ended December 31, 2017, 2016, and 2015 of those persons who were employed during December 31, 2017 as:

our Principal Executive Officer and Principal Financial Officer; and

our three other most highly compensated executive officers as of December 31, 2017 whose total annual salary exceeded $100,000.

SUMMARY COMPENSATION TABLE
Name and Principal PositionYearSalary ($)(1)Cash Bonus ($)Stock awards ($) (2)Non-equity incentive plan compensation ($) (1)(3)Change in pension value and non-qualified deferred compensation earnings ($)(4)All other compensation ($)(5)Total ($)
Gary W. Rollins20171,000,000
—
2,134,440
1,000,000
10,544
182,281
4,327,265
Chief Executive Officer20161,000,000
—
1,666,350
951,733
7,107
222,427
3,847,617
 20151,000,000
—
1,412,880
1,000,000
59
236,875
3,649,814
Paul E. Northen (6)2017450,000
—
508,200
243,000
—
25,234
1,226,434
Chief Financial Officer2016400,000
—
330,625
213,511
—
23,287
967,423
 2015309,615
—
339,300
160,417
—
15,764
825,096
R. Randall Rollins2017900,000
—
1,931,160
900,000
10,544
77,920
3,819,624
Chairman of the Board2016900,000
—
1,507,650
856,587
7,107
83,181
3,354,525
 2015900,000
—
1,278,320
900,000
59
99,119
3,177,498
John F. Wilson2017700,000
—
1,016,400
630,000
277,737
25,815
2,649,952
President and Chief Operating Officer2016650,000
—
793,500
618,720
120,088
19,169
2,201,477
 2015600,000
—
672,800
600,000
4,134
18,914
1,895,848
Thomas E. Luczynski2017280,000
—
111,804
93,300
167,287
22,185
674,576
Corporate Secretary2016267,010
—
92,575
122,090
69,808
16,029
567,512
 2015259,000
—
141,288
113,256
1,542
16,108
531,194

30



indicated below:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

Change in

    

​

    

​

​

​

​

​

​

​

​

​

​

​

​

​

Pension Value

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

and Non-

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Qualified

​

​

​

​

​

​

​

    

​

    

​

    

​

    

Non-Equity

​

Deferred

​

​

​

​

​

​

​

​

​

​

​

​

Stock

​

Incentive Plan

​

Compensation

​

All Other

​

​

​

​

​

​

Salary

​

Bonus

​

Awards

​

Compensation

​

Earnings

​

Compensation

​

Total

Name and Principal Position

    

Year

    

($)

    

($)(1)

    

($)(2)

    

($)(3)

    

($)

    

($)(4)

    

($)

Gary W. Rollins

 

2022

 

1,449,000

 

-

 

3,564,000

 

2,173,500

 

-

 

573,704

 

7,760,204

Chairman and Chief Executive Officer

 

2021

 

1,400,000

 

-

 

4,458,000

 

2,100,000

 

-

 

435,601

 

8,393,601

​

 

2020

 

1,152,308

 

-

 

2,846,575

 

1,170,300

 

10,385

 

295,627

 

5,475,195

Kenneth D. Krause

 

2022

 

212,885

 

930,000

 

2,500,034

 

337,500

 

-

 

480,875

 

4,461,294

Executive Vice President, Chief Financial Officer and Treasurer

 

2021

 

-

 

-

 

-

 

-

 

-

 

-

 

-

​

 

2020

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Julie K. Bimmerman

 

2022

 

255,000

 

-

​

594,000

 

117,300

 

-

 

15,857

 

982,157

Interim Chief Financial Officer and Treasurer

 

2021

 

255,000

 

7,231

 

167,175

 

87,538

 

-

 

12,216

 

529,160

​

 

2020

 

-

 

-

 

-

 

-

 

-

 

-

 

-

Jerry E. Gahlhoff, Jr.

 

2022

 

690,000

 

-

 

1,188,000

 

759,000

 

-

 

42,836

 

2,679,836

President and Chief Operating Officer

 

2021

 

600,000

 

-

 

1,300,250

 

708,000

 

-

 

32,155

 

2,640,405

​

 

2020

 

412,654

 

-

 

393,011

 

269,921

 

16,539

 

11,909

 

1,104,034

John F. Wilson

 

2022

 

983,250

 

-

 

1,485,000

 

1,229,063

 

-

 

43,390

 

3,740,703

Vice Chairman and Assistant to the Chairman

 

2021

 

950,000

 

-

 

2,229,000

 

1,187,500

 

-

 

39,344

 

4,405,844

​

 

2020

 

853,846

 

-

 

1,469,200

 

819,144

 

20,168

 

14,933

 

3,177,291

Elizabeth B. Chandler

 

2022

 

517,500

 

-

 

356,400

 

388,125

 

-

 

36,913

 

1,298,938

Vice President, General Counsel and Corporate

 

2021

 

500,000

 

-

 

835,875

 

355,000

 

-

 

32,132

 

1,723,007

Secretary

 

2020

 

421,000

 

-

 

550,950

 

220,150

 

-

 

30,491

 

1,222,591

​

(1)John F. Wilson deferred $145,641The amounts reported in salarythis column represents for Mr. Krause, a one -time cash sign-on bonus and a one-time make-whole cash bonus compensation in 2017 relatedthe amounts of $500,000 and $430,000, respectively, paid pursuant to his 2016 salarythe terms of the Offer Letter dated July 25, 2022, between the Company and Mr. Krause, and (ii) for Ms. Bimmerman, for 2021, a discretionary cash bonus compensation that was paid in 2017 and deferred $120,000, and $47,877 in salary and bonus compensation related to 2015 and 2014, respectively that was paid in 2016 and 2015. Thomas J. Luczynski deferred $44,868 in salary and bonus compensation in 2017 related to his 2016 salary and bonus compensation that was paid in 2017.under the RSC Bonus Plan.

(2)These amounts reported in this column represent the aggregate grant date fair value of restricted Common Stock awarded to each named executive officer under our 2018 Stock Incentive Plan during the fiscal years 2017, 20162022, 2021 and 2015,2020, respectively, in accordance with FASB ASC Topic 718. Please refer to Note 15 14 – Stock-Based Compensation to our consolidated financial statements contained in our 2022 Form 10-K for the period ending December 31, 20172022, for a discussion of the assumptions used in these computations. When calculating the amounts shown in this table, we have disregarded all estimates of forfeitures. Our 2022 Form 10-K has been included in our Annual Report and provided to our stockholders.

(3)BonusesThese amounts reported in this column represent bonuses paid under the Company’s performance-based incentive cash compensation plan, which are accrued in the fiscal year earned and paid in the first quarter of the following fiscal year.

(4)Pension values decreased as followed: In 2017, R. Randall Rollins ($23,901),The amounts reported in 2016, R. Randall Rollins ($33,699), John F. Wilson ($7,161)this column include perquisites and other benefits of the types indicated in 2016, and Thomas E. Luczynski ($15,756) in 2016.the following table:

44

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Perquisites

​

    

​

    

​

    

​

​

Personal

​

​

​

Use of

​

​

​

​

​

​

​

​

​

​

​

​

Use of

​

​

​

Executive

​

​

​

​

​

Company

​

Tax

​

​

​

​

Company

​

Auto

​

Dining

​

Executive

​

Relocation

​

Contribution

​

Gross-

​

Total

Name

    

Airplane(a)

    

Allowance

    

Room(b)

    

Physical

    

Expenses(c)

    

to 401(k) Plan

    

Ups(d)

    

($)

Gary W. Rollins

 

392,704

 

21,015

 

124,839

 

-

 

-

 

13,725

 

21,421

 

573,704

Kenneth D. Krause

 

-

 

6,179

 

-

 

-

 

323,537

 

-

 

151,159

 

480,875

Julie K. Bimmerman

 

-

 

-

 

-

 

2,132

 

-

 

13,725

 

-

 

15,857

Jerry E. Gahlhoff, Jr.

 

-

 

27,592

 

-

 

1,519

 

-

 

13,725

 

-

 

42,836

John F. Wilson

 

-

 

29,665

 

-

 

-

 

-

 

13,725

 

-

 

43,390

Elizabeth B. Chandler

 

-

 

19,752

 

-

 

3,436

 

-

 

13,725

 

-

 

36,913

​

(5)(a)All other compensation includesThe amount reported in this column for Mr. Rollins represents the following items for:

Mr. Gary W. Rollins:$8,100 of Company contributions to the employee’s account of the Rollins 401(k) Savings plan; $104,623 of incremental costs to the Company for Mr. Rollins’ personal use of the Company’s airplaneaircraft (calculated based on the actual variable costs to the Company for such usage); auto allowance and related vehicle expenses;of Mr. Rollins’ proportionate use of the Company aircraft).
(b)The amount reported in this column represents the incremental costs to the Company for use of the Company’s executive dining room; and use of Company storage space.

Mr. Paul E. Northen:$8,100 of Company contributions to the employee’s account of the Rollins 401(k) Savings plan; auto allowance and related vehicle expenses; and incremental cost to the Company forRollins’ use of the Company’s executive dining room.

(c)
The amount reported in this column for Mr. R. Randall Rollins:$8,100 of Company contributions toKrause represents the employee’s account of the Rollins 401(k) Savings plan; auto allowance and related vehicle expenses;aggregate incremental costs to the Company for Mr. Krause’s relocation to Atlanta, Georgia where the Company’s corporate headquarters are located.
(d)The amounts reported in this column represent, for Mr. Rollins, the tax gross-up related to Mr. Rollins’ personal use of the Company’s executive dining room;Company airplane, and use of Company storage space.for Mr. Krause, the tax gross-up related to Mr. Krause’s relocation to Atlanta, Georgia.

​


45

Mr. John F. Wilson:$8,100 of Company contributions to the employee’s account of the Rollins 401(k) Savings plan; auto allowance and related vehicle expenses; and incremental cost to the Company for use of the Company’s executive dining room.

Mr. Thomas E. Luczynski:$8,100 of Company contributions to the employee’s account of the Rollins 401(k) Savings plan; auto allowance and related vehicle expenses; and incremental cost to the Company for use of the Company’s executive dining room.

(6)Mr. Paul E. Northen was named Chief Financial Officer effective May 1, 2015 and named Vice President January 26, 2016. Prior to his appointment as Chief Financial Officer, he served as the Company’s Chief Financial Officer in training. The compensation listed in the table includes his compensation from the Company for the entire year.

31




Pay Ratio Disclosure

Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd - Frank Act”), the Securities and Exchange Commission (“SEC”) adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (‟PEO”).  The Company’s PEO is Mr. Gary W. Rollins. The purpose of the new required disclosure is to provide a measure of the equitability of pay within the organization.  The Company believes its compensation philosophy and process yield an equitable result.

Median Employee total annual compensation$83,369
Mr. Gary W. Rollins ("PEO”) total annual compensation$4,327,265
Ratio of PEO to Median Employee Compensation51.9:1



In determining the median employee, a listing was prepared of all employees as of October 31, 2017.  Employees from our foreign subsidiaries in Australia and United Kingdom, both of which combined were less than 5% of our total employees, were excluded (other than seasonal or temporary employees) and employees on leave of absence were excluded and wages and salaries were annualized for those employees that were not employed for the full year of 2017.  The median amount was selected from the annualized list.  For simplicity, the value of the Company’s 401(k) plan and medical benefits provided was excluded as all employees including the PEO are offered the exact same benefits and the Company utilizes the Internal Revenue Service safe harbor provision for 401(k) discrimination testing.  As of December 31, 2017 the Company employed 13,126 persons of whom 285 were employed in Australia and the United Kingdom.





32


GRANTS OF PLAN-BASED AWARDS IN 2017


2022

The shares of Common Stock disclosed infollowing table shows for the table below representyear ended December 31, 2022, certain information regarding grants of restricted Common Stock underplan-based awards to our Stock Incentive Plan awarded in fiscal year 2017 to the executives named in our SUMMARY COMPENSATION TABLE. All grants of restricted Common Stock vest one-fifth per year beginning on the second anniversary of the grant date. Restricted shares have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave the Company’s employment for any reason prior to the vesting dates (other than due to death, retirement on or after age 65 or, with respect to restricted stock awards under the Company’s 2008 Stock Incentive Plan, disability), the unvested shares will be forfeited. We have not issued any stock options in the past three fiscal years and have no immediate plans to issue additional stock options.


 Grant Date
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards
All Other Stock Awards: Number of Shares of Stock or Units
(#)
Grant Date Fair Value of Stock and
 Option Awards (3)
($)
Threshold
($)
Target
($)
Maximum
($)
Gary W. Rollins
01/24/17 (1)
1937,5001,000,000  
 01/24/17   63,0002,134,440
Paul E. Northen
01/24/17 (2)
1253,125270,000  
 01/24/17   15,000508,200
R. Randall Rollins
01/24/17 (1)
1843,750900,000  
 01/24/17   57,0001,931,160
John F. Wilson
01/24/17 (1)
1656,250700,000  
 01/24/17   30,0001,016,400
Thomas E. Luczynski
01/24/17 (1)
1118,125126,000  
 01/24/17   3,300111,804

officers.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Estimated Possible Payouts Under

​

All Other

​

Grant Date

​

​

​

​

​

​

Non-Equity Incentive Plan Awards

​

Awards: Number

​

Fair Value of

​

​

​

​

​

​

​

​

of Shares of

​

Stock and

​

​

​

​

Committee Approval

​

Target(3)

​

Stock or Units(4)

​

Options(5)

Name

    

Grant Date(1)

    

Date(2)

    

($)

    

(#)

    

Awards

Gary W. Rollins

 

1/26/2022

 

1/24/2022

 

2,173,500

 

120,000

 

3,564,000

​

​

​

​

​

​

​

​

​

​

​

Kenneth D. Krause

 

9/1/2022

 

9/1/2022

 

337,500

 

73,186

 

2,500,034

​

​

​

​

​

​

​

​

​

​

​

Julie K. Bimmerman

 

1/26/2022

 

1/24/2022

 

117,300

 

20,000

 

594,000

​

​

​

​

​

​

​

​

​

​

​

Jerry E. Gahlhoff, Jr.

 

1/26/2022

 

1/24/2022

 

759,000

 

40,000

 

1,188,000

​

​

​

​

​

​

​

​

​

​

​

John F. Wilson

 

1/26/2022

 

1/24/2022

 

1,229,063

 

50,000

 

1,485,000

​

​

​

​

​

​

​

​

​

​

​

Elizabeth B. Chandler

 

1/26/2022

 

1/24/2022

 

388,125

 

12,000

 

356,400

​

(1)TheseThe dates reported in this column represent the grant date for the equity-based awards reported in the “All Other Awards: Number of Shares of Stock or Units” column.
(2)The dates reported in this column represent the date the Human Capital Management and Compensation Committee approved the equity-based awards reported in the “All Other Awards: Number of Shares of Stock or Units” column.
(3)The amounts reported in this column represent possible payouts of non-equity incentive cash bonus awards granted under the Cash2022 Executive Bonus Plan for each named executive officer. For Mr. Krause, this amount represents a prorated amount of 50% of his annual base salary. There are no threshold or maximum levels for the awards.
(4)The amounts reported in this column represent the number of restricted Common Stock granted under our 2018 Stock Incentive Plan awarded in January 2017. The paymentfiscal year 2022 to our named executive officers. All grants of actual awards was approvedrestricted Common Stock to the named executive officers in January 2018. The amounts2022, with the exception of Mr. Krause, vest one-fifth per year beginning on the second anniversary of the actual payments are includedgrant date. Mr. Krause’s restricted Common Stock vests over a three-year period beginning on January 1, 2023, with one-third of the award vesting on that date and the remaining two-thirds vesting in equal portions on each subsequent anniversary of that date. We have not issued any stock options in the Summary Compensation Table.past three fiscal years.
(2)(5)These amounts represent possible payouts of awards granted under the Cash Incentive Plan and the Home Office Cash Incentive Plan in January 2017. The payment of actual awards was approved in January 2018. The amounts ofreported in this column represent the actual payments are included in the Summary Compensation Table.

(3)These amounts represent aggregate grant date fair value for grants of restricted Common Stock awardedgranted to our named executive officers in fiscal year 20172022 under our 2018 Stock Incentive Plan as computed in accordance with ASC Topic 718. Please refer to Note 1514 – Stock-Based Compensation to our Financial Statements contained in ourthe Company’s 2022 Form 10-K for the period ending December 31, 2017 for a discussion of assumptions used in this computation. OurThe 2022 Form 10-K has been included in ourthe Company’s Annual Report and provided to ourits stockholders.

​

There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of compensation, including incentive or bonus payments, or severance payments, to the executive officer. All of the named executive officers participate in the Company's Cash Incentive Plan. Bonus awards under the Cash Incentive Plan provide participants an opportunity to earn an annual bonus in a maximum amount of 100 percent of base salary (which was revised to 115 percent under the 2018 Cash Incentive Plan) or $2 million per individual per year (which was revised to $1.15 million under the 2018 Cash Incentive Plan), whichever is less. Under the Cash Incentive Plan, whether a bonus is payable, and the amount of any bonus payable, is contingent upon achievement of certain performance goals, which are set in the annual program adopted under the plan. For 2017, these performance goals were measured by obtaining specific levels of the following: revenue to plan growth and pre-tax profit to plan growth of the Company. Messrs. John F. Wilson, Paul E. Northen and Thomas Luczynski also participate in an individual Key Operating Initiative and may receive a bonus for achievement of the initiative. The Compensation Committee set a maximum award for fiscal year 2017 of 100 percent of the executive’s base salaries for Messrs. R. Randall Rollins, Gary W. Rollins, and John F. Wilson. Mr. Paul E. Northen had a maximum award of 60 percent of his base salary for fiscal year 2017 and Thomas Luczynski has a maximum award of 40 percent of his base salary for fiscal year 2017. Unless sooner amended or terminated by the Compensation Committee, the current Cash Incentive Plan will be in place until April 24, 2023.

46


33



The named executive officers while employed are also eligible to receive options and restricted stock under the Company's stock incentive plan, in such amounts and with such terms and conditions as determined by the Compensation Committee at the time of grant. All of the executive officers are eligible to participate in the Company’s Deferred Compensation Plan. The executive officers participate in the Company’s regular employee benefit programs, including the 401(k) Plan with Company match, group life insurance, group medical and dental coverage and other group benefit plans. The Deferred Compensation Plan provides that participants may defer up to 50% of their base salary and up to 85% of their annual bonus with respect to any given plan year, subject to a $2,000 per plan year minimum. The Company may make discretionary credits to participant accounts.


​

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


The Company does not have any outstanding option awards to the executives named in our Summary Compensation Table.

The table below sets forth the total number of restricted shares of Common Stock outstanding at December 31, 20172022 and held by the executivesCompany’s named in our Summary Compensation Tableexecutive officers but which have not yet vested, together with the market value of these unvested shares based on the $46.53 the$36.54 closing price of our Common Stock on December 31, 2017.

       
 Option AwardsStock Awards
Name
Number of Securities Underlying Unexercised Options
(#) Exercisable
Number of Securities Underlying Unexercised Options
(#) Unexercisable
Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)(1)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Gary W. Rollins----259,20012,060,576
Paul E. Northen----39,5001,837,935
R. Randall Rollins----234,30010,901,979
John F. Wilson----120,0005,583,600
Thomas E. Luczynski----21,6201,005,979

2022. The Company does not have any outstanding option awards held by the named executive officers.

​

​

​

​

​

​

​

Stock Awards

​

​

Number of Shares or Units

​

Market Value of Shares or

​

​

of Stock That Have Not Yet

​

Units of Stock That Have

​

​

Vested

​

Not Yet Vested

Name

    

(#)

    

($)

Gary W. Rollins

 

28,350

(1)  ​

1,035,909

​

 

52,200

(2)  ​

1,907,388

​

 

61,650

(3)  ​

2,252,691

​

 

93,000

(4)  ​

3,398,220

​

 

120,000

(5)  ​

4,384,800

​

 

120,000

(6)  ​

4,384,800

Kenneth D. Krause

 

73,186

(7)  ​

2,674,216

Julie K. Bimmerman

 

2,925

(3)​

106,880

​

 

5,760

(4)​

210,470

​

 

4,500

(5)​

164,430

​

 

20,000

(6)​

730,800

Jerry E. Gahlhoff, Jr.

 

4,050

(1)​

147,987

​

 

7,200

(2)​

263,088

​

 

8,550

(3)​

312,417

​

 

12,840

(4)​

469,174

​

 

35,000

(5)​

1,278,900

​

 

40,000

(6)​

1,461,600

John F. Wilson

 

13,500

(1)​

493,290

​

 

27,000

(2)​

986,580

​

 

31,860

(3)​

1,164,164

​

 

48,000

(4)​

1,753,920

​

 

60,000

(5)​

2,192,400

​

 

50,000

(6)​

1,827,000

Elizabeth B. Chandler

 

1,890

(1)​

69,061

​

 

5,400

(2)​

197,316

​

 

7,200

(3)​

263,088

​

 

18,000

(4)​

657,720

​

 

22,500

(5)​

822,150

​

 

12,000

(6)  ​

438,480

​

1.(1)The Company hasThese awards of time-lapse restricted stock were granted restricted shares forto the named executive officers thaton 1/24/2017 and became fully vested on 1/23/2023.
(2)These awards of time-lapse restricted stock were granted to the named executive officers on 1/23/2018 and are scheduled to fully vest 20% annually beginning on 1/23/2024.
(3)These awards of time-lapse restricted stock were granted to the second anniversarynamed executive officers on 1/22/2019 and are scheduled to fully vest on 1/22/2025.
(4)These awards of time-lapse restricted stock were granted to the grant date.named executive officers on 1/28/2020 and are scheduled to fully vest on 1/28/2026.
(5)These awards of time-lapse restricted stock were granted to the named executive officers on 1/26/2021 and are scheduled to fully vest on 1/26/2027.
(6)These awards of time-lapse restricted stock were granted to the named executive officers on 1/26/2022 and are scheduled to fully vest on 1/26/2027.
(7)This award of time-lapse restricted stock was granted to the Mr. Krause on 9/1/2022 and is scheduled to fully vest on 1/1/2025.


47



34



Shares of the restricted stocks granted to the executive officers that have not fully vested as of December 31, 2017 are summarized in the table that follows:
NameNumber of shares GrantedGrant DateDate fully vested
Gary W. Rollins75,000
1/24/20121/24/2018
75,000
1/22/20131/22/2019
63,000
1/28/20141/28/2020
63,000
1/27/20151/27/2021
63,000
1/26/20161/26/2022
63,000
1/24/20171/24/2023
Paul E. Northen15,000
2/24/20152/24/2021
12,500
1/26/20161/26/2022
15,000
1/24/20171/24/2023
R. Randall Rollins67,500
1/24/20121/24/2018
67,500
1/22/20131/22/2019
57,000
1/28/20141/28/2020
57,000
1/27/20151/27/2021
57,000
1/26/20161/26/2022
57,000
1/24/20171/24/2023
John F. Wilson30,000
1/24/20121/24/2018
30,000
1/22/20131/22/2019
30,000
1/28/20141/28/2020
30,000
1/27/20151/27/2021
30,000
1/26/20161/26/2022
30,000
1/24/20171/24/2023
Thomas E. Luczynski15,000
1/24/20121/24/2018
7,500
1/22/20131/22/2019
6,300
1/28/20141/28/2020
6,300
1/27/20151/27/2021
3,500
1/26/20161/26/2022
3,300
1/24/20171/24/2023


35



OPTION EXERCISES AND STOCK VESTED


The following table sets forth:


forth the number of shares of Common Stock acquired by the executives named inexecutive officers and the Summary Compensation Tableaggregate value realized upon the exercisevesting of stock options during the fiscal year ended December 31, 2017.

the aggregate dollar amount realized on the exercise date for such2022. None of our named executive officers owned any stock options computed by multiplying the number of shares acquired by the difference between the market value of the shares on the exercise date and the exercise price of the options;

the number of shares of restricted Common Stock acquired by the executives namedthat were exercised in the Summary Compensation Table upon the vesting of shares during the fiscal year ended December 31, 2017.

the aggregate dollar amount realized on the vesting date for such restricted stock computed by multiplying the number of shares which vested by the market value of the shares on the vesting date.

 Option AwardsStock Awards
NameNumber of Shares Acquired on Exercise (#)Value Realized on Exercise ($)Number of Shares Acquired on Vesting
(#)		Value Realized on Vesting
($)
Gary W. Rollins--70,200
2,423,196
Paul E. Northen--3,000
110,700
R. Randall Rollins--63,300
2,185,119
John F. Wilson--31,500
1,089,555
Thomas E. Luczynski--10,200
345,535

36




PENSION BENEFITS

The Company's Retirement Income Plan, a trustee defined benefit pension plan, provides monthly benefits upon retirement at or after age 65 to eligible employees. In the second quarter of 2005, the Company's Board of Directors approved a resolution to cease all future retirement benefit accruals under the Retirement Income Plan effective June 30, 2005. Retirement income benefits are based on the average of the employee's compensation from the Company for the five consecutive complete calendar years of highest compensation during the last ten consecutive complete calendar years ("final average compensation") immediately preceding June 30, 2005. The estimated annual benefit payable at the later of retirement or age 65 is $0 for Mr. Gary W. Rollins, $0 for Mr. Paul E. Northen, $82,059 for Mr. R. Randall Rollins, $11,674 John F. Wilson and $28,512 for Thomas E. Luczynski. The Plan also provides reduced early retirement benefits under certain conditions.

NamePlan NameNumber of Years Credited Service (#)
Present Value of Accumulated Benefit(3) ($)
Payments During Last Fiscal Year ($)
Gary W. Rollins (1)
Pension Plan35
—
—
Paul E. NorthenPension Plan—
—
—
R. Randall RollinsPension Plan21
436,474
82,059
John F. WilsonPension Plan8
130,232
—
Thomas E. LuczynskiPension Plan19
342,332
—


2022.

​

​

​

​

​

​

​

Stock Awards

​

​

Number of Shares Acquired

​

Value Realized on

​

​

on Vesting

​

Vesting(1)

Name

    

(#)

    

($)

Gary W. Rollins

 

126,600

 

3,931,065

Kenneth D. Krause

 

-

 

-

Julie K. Bimmerman

 

3,990

 

121,022

Jerry E. Gahlhoff, Jr.

 

17,310

 

538,042

John F. Wilson

 

63,120

 

1,960,548

Elizabeth B. Chandler

 

13,290

 

411,261

​

(1)Pursuant to a Qualified Domestic Relations Order, during 2013 Mr. Rollins’ retirement income benefit was awardedThe amounts in its entirety to his former spouse.

(2)The actuarial presentthis column represent the market value on the vesting date of the executive’s accumulated benefit undershares that vested, without regard to any related tax obligations. Market value was determined using the Retirement Income Plan is computed asclosing price per share of Common Stock on the measurement date used for financial statement reporting purposes and the valuation method and material assumptions applied are set forth in Note 14 to our Financial Statements contained in our Form 10-K for the period ending December 31, 2017. Our Form 10-K has been included in our Annual Report and provided to our stockholders.vesting date.

​


48

37



NONQUALIFIED

NON-QUALIFIED DEFERRED COMPENSATION


On June 13, 2005, the Company approved the Rollins, Inc. Deferred Compensation Plan (the "Deferred“Deferred Compensation Plan"Plan”) that is designed to comply with the provisions of the American Jobs Creation Act of 2004 (including Section 409A of the Internal Revenue Code). The Deferred Compensation Plan provides that employees eligible to participate in the Deferred Compensation Plan include those who are both members of a group of management and/or highly compensated employees selected by the committee administering the Deferred Compensation Plan. All of the named executive officers are eligible.



Name
Executive contributions in last FY
($)(1)
Registrant contributions in last FY
($)(2)
Aggregate earnings/(losses) in last FY
($)
Aggregate withdrawals/
distributions
($)
Aggregate balance at last FYE
($)
Gary W. Rollins—
—
10,544
—
82,191
Paul E. Northen—
—
—
—
—
R. Randall Rollins—
—
10,544
—
82,191
John F. Wilson145,641
—
265,258
—
1,576,874
Thomas E. Luczynski44,868
—
137,210
—
766,570

eligible to participate in the Company’s Deferred Compensation Plan. The table below sets forth the contributions made to the Deferred Compensation Plan, the aggregate earnings in 2022 and the balances as of December 31, 2022 for each named executive officer under the Deferred Compensation Plan:

​

​

​

​

​

​

​

​

​

​

​

​

​

Executive

​

Registrant

​

Aggregate

​

Aggregate

​

Aggregate

​

​

contributions in last

​

contributions in last

​

earnings/(losses)

​

withdrawals/

​

balance at last

​

​

FY(1)

​

FY

​

in last FY(2)

​

distributions

​

FYE

Name

    

($)

    

($)

    

($)

    

​

    

($)

Gary W. Rollins

 

-

 

-

 

(18,319)

 

-

 

109,771

Kenneth D. Krause

 

-

 

-

 

-

 

-

 

-

Julie K. Bimmerman

 

-

 

-

 

-

 

-

 

-

Jerry E. Gahlhoff, Jr.

 

-

 

-

 

(21,740)

 

-

 

107,118

John F. Wilson

 

391,226

 

-

 

40,556

 

-

 

3,028,279

Elizabeth B. Chandler

 

-

 

-

 

-

 

-

 

-

​

(1)ReflectsThis column reports the actual amounts related to theof base salary for 2017, which have been deferred by the named executive officers pursuant toin 2022 under the Deferred Compensation Plan, and the bonus compensation amounts deferred by the named executive officers related to 20162021 that were paid in 2017,2022, which are included in the Summary Compensation Table on page 30.44.

(2)Reflects the amounts for each ofThis column reports earnings or losses on compensation that the named executive officers whichelected to defer under the Deferred Compensation Plan. These amounts do not represent above-market or preferential earnings and therefore are reported as compensation to such named executive officernot included in the “All Other Compensation” column of the Summary Compensation Table on page 30.44.

The Deferred Compensation Plan provides that participants may defer up to 50% of their base salary and up to 85% of their annual bonus with respect to any given plan year, subject to a $2,000 per plan year minimum. The Company may make discretionary contributions to participant accounts.

accounts but has not done so since 2011.

Under the Deferred Compensation Plan, salary and bonus deferrals are fully vested. Any discretionary contributions are subject to vesting in accordance with the matching contribution-vesting schedule set forth in the Rollins 401(k) Savings Plan in which a participant participates.

Accounts will be credited with hypothetical earnings, and/or debited with hypothetical losses, based on the performance of certain "Measurement“Measurement Funds."” Account values are calculated as if the funds from deferrals and Company credits had been converted into shares or other ownership units of selected Measurement Funds by purchasing (or selling, where relevant) such shares or units at the current purchase price of the relevant Measurement Fund at the time of the participant'sparticipant’s selection. Deferred Compensation Plan benefits are unsecured general obligations of the Company to the participants, and these obligations rank in parity with the Company'sCompany’s other unsecured and unsubordinated indebtedness. The Company has established a "rabbi“rabbi trust,"” which it uses to voluntarily set aside amounts to indirectly fund any obligations under the Deferred Compensation Plan. To the extent that the Company'sCompany’s obligations under the Deferred Compensation Plan exceed assets available under the trust, the Company would be required to seek additional funding sources to fund its liability under the Deferred Compensation Plan.

Generally, the Deferred Compensation Plan provides for distributions of any deferred amounts upon the earliest to occur of a participant'sparticipant’s death, disability, retirement or other termination of employment (a "Termination Event"“Termination Event”). However, for any deferrals of salary and bonus (but not Company contributions), participants would be entitled to designate a distribution date which is prior to a Termination Event. Generally, the Deferred Compensation Plan allows a participant to elect to receive distributions under the Deferred Compensation Plan in installments or lump-sum payments.

​


49

38



401(k) PLAN


Effective October 1, 1983,

The Company maintains the Company adoptedRollins 401(k) Savings Plan, a defined contribution qualified retirement plan designed(the “401(k) Plan”). Participants in the 401(k) Plan may make before-tax and Roth after-tax contributions, subject to meetIRS limits, and the requirementsCompany makes matching contributions. Participants may also make rollover contributions to the 401(k) Plan. Previously, participants were permitted to make non-Roth after-tax contributions. The full amount of Section 401(k)a participant’s vested benefit is payable upon his termination of the Code (“401(k) Plan”)employment, retirement, total and permanent disability, death or age 59½. The forms of benefit payment under the Rollins 401(k) Savings401(K) Plan are dependent upon the vested account balance. If the participant’s vested assets areaccount balance is greater than $1,000 up to and including $5,000 upon termination of employment, a participant may roll their moneydistribution into another qualified plan or an individual retirement plan of their choice, or it will be rolled into a Prudential Individual Retirement Account. If the participant has more than $5,000 invested assets, they can leave their funds in the Plan, take a full or partial lump sum distribution, take systematic distributions or roll their vested assets into another qualified plan.individual retirement account. If the account balance is equal to or less than $1,000, the participant may roll their vested balance into another qualified plan or take a lump sum distribution. UnderIf the Rollins 401(k) Savings Plan, the full amount of a participant’s vested benefitaccount balance is payablegreater than $5,000 upon his termination of employment, they can leave their funds in the Plan, take a full or partial lump sum distribution, take systematic distributions or roll their vested assets into another qualified plan or individual retirement total and permanent disability, death or age 59½.account. A participant may withdraw a certain amount of his pre-taxbefore-tax and rolloverRoth contributions upon specified instances of financial hardship. A participant may withdraw all or any portion of histheir non-Roth after-tax account and rollover account at any time and for any reason.time. Amounts contributed by the Company to the accounts of Named Executivesnamed executive officers as matching contributions under this planthe 401(k) Plan are included in the “All“All Other Compensation”Compensation” column of the Summary Compensation Table on page 30.44.

​


50

39



POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table describes the potential payments and benefits under the Company’s compensation and benefit plans and arrangements to which the named executive officers would be entitled upon termination of employment. There are no other agreements, arrangements or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment, except as described below. Any agreement to provide additional payments or benefits to a terminating executive officer would be in the discretion of the Human Capital Management and Compensation Committee. The executive officers are not entitled to additional benefits at death or disability per the terms of the defined benefit plan. The amounts payable at retirement are disclosed in the “Pension Benefits” section on page 37. The executive officers can choose to receive the amounts accumulated in the Deferred Compensation Plan either as a lump sum or in installments at retirement, death or disability. These amounts have been disclosed under the “Nonqualified“Non-Qualified Deferred Compensation”Compensation” section on page 38. 49.

Under our Time-Lapse Restricted Stock Award Agreements (the “Stock Award Agreement”), if a named executive officer’s employment with the Company terminates at any time prior to the vesting of any restricted stock issued under the Stock Award Agreement, the named executive officer shall forfeit all unvested restricted stock, unless such named executive officer’s employment terminates due to his or her permanent disability, death or a change in control. In the event of death or a change in control of a named executive officer, such unvested restricted stock shall vest immediately. In the event of permanent disability of a named executive officer, a portion of such unvested restricted stock shall vest immediately and shall be determined by prorating the restricted stock by dividing the total number of months elapsed from the grant date to the date of permanent disability by 72, multiplying the result by the aggregate amount of restricted stock and reducing the result by any previously vested shares pursuant to the Stock Award Agreement.

51

The table below shows the incremental restricted shares that would become vested under the Stock Award Agreement as of December 31, 2017,2022, at the closing market price of $46.53$36.54 per share for our Common Stock, as of that date, in the case of retirement, death, disability or change in control.


  Stock Awards
Name Number of shares underlying unvested stock (#)Unrealized value of unvested stock ($)
Gary W. RollinsRetirement--
 Death259,20012,060,576
 Disability118,3005,504,499
 Change in Control259,20012,060,576
Paul E. NorthenRetirement--
 Death39,5001,837,935
 Disability11,951556,098
 Change in Control39,5001,837,935
R. Randall RollinsRetirement--
 Death234,30010,901,979
 Disability106,8464,971,535
 Change in Control234,30010,901,979
John F. WilsonRetirement--
 Death120,0005,583,600
 Disability53,3332,481,598
 Change in Control120,0005,583,600
Thomas E. LuczynskiRetirement--
 Death21,6201,005,979
 Disability11,956556,327
 Change in Control21,6201,005,979

​

​

​

​

​

​

​

​

​

​

​

​

Stock Awards

​

​

​

​

Number of shares

​

Unrealized value of

​

​

​

​

underlying

​

unvested

​

​

​

​

unvested stock

​

stock

Name

    

​

    

(#)

    

($)

Gary W. Rollins

 

Retirement

 

-

 

-

​

 

Death

 

475,200

 

17,363,808

​

 

Disability

 

216,517

 

7,911,519

​

 

Change in Control

 

475,200

 

17,363,808

Kenneth D. Krause

 

Retirement

 

-

 

-

​

 

Death

 

192,676

 

2,674,216

​

 

Disability

 

54,582

 

267,422

​

 

Change in Control

 

192,676

 

2,674,216

Julie K. Bimmerman

 

Retirement

 

-

 

-

​

 

Death

 

33,185

 

1,212,580

​

 

Disability

 

9,814

 

358,587

​

 

Change in Control

 

33,185

 

1,212,580

Jerry E. Gahlhoff, Jr.

 

Retirement

 

-

 

-

​

 

Death

 

107,640

 

3,933,166

​

 

Disability

 

40,231

 

1,470,024

​

 

Change in Control

 

107,640

 

3,933,166

John F. Wilson

 

Retirement

 

-

 

-

​

 

Death

 

230,360

 

8,417,354

​

 

Disability

 

107,901

 

3,942,727

​

 

Change in Control

 

230,360

 

8,417,354

Elizabeth B. Chandler

 

Retirement

 

-

 

-

​

 

Death

 

66,990

 

2,447,815

​

 

Disability

 

29,126

 

1,064,273

​

 

Change in Control

 

66,990

 

2,447,815

​

Accrued Pay and Regular Retirement Benefits. The amounts shown in the table on page 40above do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment. These include:

●Accrued salary and vacation pay
●Distributions of plan balances under the 401(k) plan, as described on page 50
●Non-Qualified Deferred Compensation

•Accrued salary and vacation pay
•Distributions of plan balances under the 401(k) plan, as described on page 39
•Nonqualified Deferred Compensation

Change in Control or Severance. The Company does not have any severance for its executive officers. However, upon the occurrence of a “Change in Control,” as determined by the Board of Directors, all unvested Time-Lapse Restricted Stockrestricted stock shall immediately vest.

​


52



40

PAY RATIO DISCLOSURE

As required by the SEC rules, we are providing the ratio of our median employee’s annual total compensation (the median of the total compensation of all our employees, excluding our principal executive officer) to the total annual compensation of Mr. Gary W. Rollins, who served as our principal executive officer (“PEO”) during fiscal year 2022.

The purpose of the required disclosure is to provide a measure of the equitability of pay within the organization. We believe our compensation philosophy and process yield an equitable result.

​

​

​

​

​

Median Employee annual total compensation for 2022

    

$

49,099

(1)​

PEO annual total compensation for 2022

​

$

7,760,204

​

Ratio of PEO to Median Employee compensation for 2022

​

 

158:1

​

​

(1)This amount represents taxable wages of the median employee, not including equity awards, if any.


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

A group that includes

In determining the median employee, a listing was prepared of all employees as of December 31, 2022. We changed the determination date to identify our median employee from October 31st to December 31st in order to reduce the administrative burden in calculating the pay ratio.

As of December 31, 2022, we had approximately 17,515 employees, including our international employees. For purposes of identifying the median employee, we (i) used the annual base salaries and bonuses of all employees employed by the Company or its consolidated subsidiaries as of December 31, 2022 (including, for administrative convenience, all international employees without regard to the number of employees or where they are located), other than Mr. Rollins; (ii) ranked the total base salary and bonus amounts of all employees, except Mr. Rollins, from lowest to highest; and (iii) selected the median employee based on the total amount. For simplicity, the value of the Company’s Vice Chairman401(k) plan and medical benefits provided were excluded. For this purpose, annual base salary plus bonus was calculated using W-2 wages, excluding any equity awards, and in the case of international employees, the local equivalent.

The pay ratio disclosure presented above is a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio disclosure may not be comparable to the pay ratios reported by other companies.

​

53

PAY VERSUS PERFORMANCE

In accordance with the SEC’s regulations, we are providing the following information about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and our other named executive officers (“NEOs”) and certain financial performance of the Company for the years ended December 31, 2022, 2021 and 2020. For further information concerning the Company’s compensation philosophy see section titled Executive Compensation – Compensation Discussion and Analysis” on page 32.

Pay versus Performance Table

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

    

​

    

​

    

Average

    

​

    

Value of Initial Fixed $100

    

​

    

​

​

​

​

​

​

​

Summary

​

Average

​

Investment Based On:

​

​

​

​

​

​

Summary

​

​

​

Compensation

​

Compensation

​

​

​

Peer Group

​

​

​

​

​

​

Compensation

​

Compensation

​

Table Total for

​

Actually Paid

​

Total

​

Total

​

​

​

Total Pre-Tax

​

​

Table Total for

​

Actually Paid

​

Non-PEO

​

to Non-PEO

​

Shareholder

​

Shareholder

​

Net Income

​

Profit

​

​

PEO(1)

​

to PEO(2)

​

NEOs(1)

​

NEOs(2)

​

Return(3)

​

Return(4)

​

(thousands)(5)

​

(thousands)(6)

Year

​

($)

​

($)

​

($)

​

($)

​

($)

​

($)

​

($)

​

($)

2022

 

7,760,204

 

9,213,035

 

2,629,526

 

2,960,216

 

187.47

 

212.33

 

368.599

 

498,917

2021

 

8,393,601

 

6,163,785

 

2,220,844

 

905,146

 

173.43

 

224.30

 

356.565

 

482,485

2020

 

5,475,195

 

14,029,693

 

1,791,259

 

3,926,358

 

195.81

 

170.39

 

266.756

 

362,716

​

(1)   The dollar amounts reported in these columns are (i) the amounts of total compensation reported for Mr. Rollins for each corresponding year he served as the Company’s Chief Executive Officer Gary W.in the “Total” column of the Summary Compensation Table,” and (ii) the average of the amounts reported for the Company’s remaining NEOs as a group in the “Total” column of the Summary Compensation Table in each applicable year. The names of the remaining NEOs included for purposes of calculating the average amounts in each applicable year are as follows:

​

​

Year

All Other NEOs

2022

Jerry E. Gahlhoff, Jr., Kenneth D. Krause, Julie K. Bimmerman, John F. Wilson and Elizabeth B. Chandler

2021

Jerry E. Gahlhoff, Jr., Eddie P. Northen, Julie K. Bimmerman, John F. Wilson and Elizabeth B. Chandler

2020

Jerry E. Gahlhoff, Jr., Eddie P. Northen, John F. Wilson and Elizabeth B. Chandler

​

(2)   The amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Rollins, and his brother Chairmanon average, to all other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rollins or to the other NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Rollins’ total compensation, and to the average total compensation for the other NEOs as a group, for each year to determine the compensation actually paid:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

2022

​

2021

​

2020

​

    

​

    

Average

    

​

    

Average

    

​

    

Average

​

​

PEO

​

Other NEOs

​

PEO

​

Other NEOs

​

PEO

​

Other NEOs

​

​

($)

​

($)

​

($)

​

($)

​

($)

​

($)

Summary Compensation Table Total

 

7,760,204

 

2,629,526

 

8,393,601

 

2,220,844

 

5,475,195

 

1,791,259

Subtraction of Stock Awards

 

(3,564,000)

 

(1,224,687)

 

(4,458,000)

 

(1,129,360)

 

(2,846,575)

 

(786,940)

Addition of Year-End Equity Value

 

4,384,800

 

1,426,419

 

4,105,200

 

834,724

 

4,541,888

 

1,255,612

Change in Fair Value of Stock Awards granted in Prior Year

 

827,616

 

147,338

 

(1,758,348)

 

(283,712)

 

6,399,417

 

1,560,923

Addition of Fair Value of Stock Awards that were granted and vested in the same FY(a)

 

-

 

-

 

-

 

-

 

-

 

-

Change in Fair Value of Stock Awards granted during any prior FY that met the vesting conditions as of the end of the applicable FY

 

(399,921)

 

(62,357)

 

(321,024)

 

(64,051)

 

308,943

 

74,124

Subtraction of Stock Awards that failed to meet the vesting conditions

 

-

 

-

 

-

 

(708,066)

 

-

 

-

Subtraction of Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Defined Benefit and Pension Plans

 

-

 

-

 

-

 

-

 

(10,385)

 

(9,177)

Addition of dividends or other earnings paid during applicable FY prior to vesting date

 

204,336

 

43,977

 

202,356

 

34,767

 

161,210

 

40,557

Compensation Actually Paid ($)

 

9,213,035

 

2,960,216

 

6,163,785

 

905,146

 

14,029,693

 

3,926,358

​

(a)   No stock awards that were granted to the PEO or any other NEO during the fiscal years ended on December 31, 2022, 2021 or 2020, vested in the same fiscal year.

54

(3)   The amounts reported in this column represents the Company’s total cumulative Total Shareholder Return (“TSR”) for the fiscal years ended December 31, 2022, 2021 and 2020. The Company’s total cumulative TSR is the total shareholder return calculated as the profit or loss from net share price change, over a given period, including reinvestment of dividends.

(4)   The amounts reported in this column represents the weighted Peer Group TSR (“Peer Group TSR”) for the fiscal years ended December 31, 2022, 2021 and 2020. The Peer Group TSR is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Commercial Services & Supplies Index.

(5)   The amounts reported in this column represent the amount of net income reflected in the Company’s audited financial statements for the fiscal years ended December 31, 2022, 2021 and 2020.

(6)   Pre-Tax Profit, which is calculated as consolidated income before taxes, represents the most important financial measure used by the Company to link compensation actually paid to its named executive officers for the fiscal years ended December 31, 2022, 2021 and 2020.

Relationship between Compensation Actually Paid and Financial Performance Measures

The following graphs further illustrate the relationship between the compensation actually paid to the PEO and the average compensation actually paid to the other NEOs during the fiscal years ended December 31, 2022, 2021 and 2020, to each (1) Company and Peer Group total shareholder return, (2) net income, and (3) pre-tax profit.Compensation actually paid for purposes of the Board R. Randalltabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

Compensation Actually Paid vs. Company and Peer Group Total Shareholder Return

​

Graphic

​

55

Compensation Actually Paid vs. Net Income

​

Graphic

​

Compensation Actually Paid vs. Pre-Tax Profit

​

Graphic

​

​

​

Financial Performance Measures

The following table lists (in no specific order) the most important financial performance measures used by the Company to link compensation actually paid to our NEOs in 2022 to the performance of the Company:

Revenue

Pre-Tax Profit

Stock Price

​

56

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our officers and directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

Based on our knowledge of stock transactions, our review of copies of reports filed under Section 16(a) and written representations furnished to us, we believe that all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis during the fiscal year ended December 31, 2022.

​

57

EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information concerning our equity compensation plans as of December 31, 2022:

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of Securities 

​

​

​

​

​

​

Remaining Available for

​

​

Number of Securities To 

​

Weighted Average 

​

Future Issuance Under 

​

​

Be Issued Upon Exercise 

​

Exercise Price of 

​

Equity Compensation 

​

​

of Outstanding Options,

​

Outstanding Options, 

​

Plans (Excluding Securities 

​

    

Warrants and Rights

    

Warrants and Rights

    

Reflected in Column)

Plan Category

​

(A)

​

(B)

​

(C)

Equity compensation plans approved by security holders

 

2,685,442

 

  

 

5,916,617

Equity compensation plans not approved by security holders

 

-

 

-

 

-

Total

 

2,685,442

 

-

 

5,916,617

​

​

58

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information relating to the beneficial ownership of our common stock as of March 1, 2023 by:

●Each of our named executive officers;
●Each of our directors and director nominees;
●All of our current executive officers, directors and director nominees as a group; and
●Each beneficial owner of more than 5% of our common stock.

The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power. Unless otherwise indicated, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all securities that they beneficially own, subject to community property laws where applicable.

The information contained in the following table is not necessarily indicative of beneficial ownership for any other purpose, and the inclusion of any shares in the table does not constitute an admission of beneficial ownership of those shares. Unless otherwise indicated, the business address of each beneficial owner listed in the table below is c/o of Rollins, Inc., 2170 Piedmont Road, N.E. Atlanta, Georgia. The information provided in the table below is based on our records, information filed with the SEC, on which we are relying pursuant to applicable SEC regulations, and information provided to us.

​

​

​

​

​

​

​

    

Amount Beneficially

    

Percent of Outstanding

​

Name and Address of Beneficial Owner

​

Owned(1)

​

Shares

​

5% Stockholders:

​

​

​

​

​

The Control Group

​

249,028,485

(2)  ​

50.54

%

Gary W. Rollins Voting Trust U/A dated September 14, 1994

​

224,748,671

(3)​

45.61

%

R. Randall Rollins Voting Trust U/A dated August 25, 1994

​

224,748,671

(4)​

45.61

%

LOR, Inc.

​

216,017,072

(5)​

43.84

%

The Vanguard Group

 

28,341,622

(6)​

5.75

%

Blackrock, Inc.

 

27,434,936

(7)​

5.57

%

Named Executive Officers:

​

​

​

​

​

Gary W. Rollins

​

15,883,307

(8)​

3.22

%

Kenneth D. Krause

 

94,764

(9)​

**

​

Jerry E. Gahlhoff, Jr.

 

232,091

(10)​

**

​

Julie K. Bimmerman

​

58,707

(11)​

**

​

John F. Wilson

 

784,791

(12)​

**

​

Elizabeth B. Chandler

 

101,855

(13)​

**

​

Directors and Director Nominees:

​

​

​

​

​

Susan R. Bell

 

1,492

​

**

​

Donald P. Carson

 

1,342

​

**

​

Patrick J. Gunning

 

1,342

​

**

​

P. Russell Hardin

 

-

​

**

​

Gregory B. Morrison

 

1,342

​

**

​

Jerry W. Nix

 

1,342

​

**

​

Pamela R. Rollins

​

5,994,803

(14)​

1.22

%

Louise S. Sams

 

1,342

​

**

​

All Directors, Director Nominees and Named Executive Officers as a group (14 persons)

​

23,158,520

(15)​

4.70

%

​

(1)Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.

59

(2)Based upon information contained in a report on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 13, 2022, the Control Group, which consists of Gary W. Rollins, Amy R. Kreisler, Pamela R. Rollins and Timothy C. Rollins, and certain companies under their control, possesses in excess of fifty percent of the Company’s voting power.
(3)Based upon information contained in a report on Schedule 13D filed with the SEC on December 13, 2022, an aggregate of 224,748,671 shares of Company Common Stock are beneficially owned by the Gary W. Rollins Voting Trust U/A dated September 14, 1994 (the “GWR Voting Trust”). The amount shown for the GWR Voting Trust includes the following shares of Company Common Stock (a) 209,091,263 shares held by LOR, Inc., a Georgia corporation (the GWR Voting Trust has a 50% voting interest in LOR, Inc.); (b) 8,731,599 shares held by Rollins Holding Company, Inc., a Georgia corporation (the GWR Voting Trust has a 50% voting interest in Rollins Holding Company, Inc.); (c) 2,235,811 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc.; (d) 744,963 shares held by RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC); and (e) 3,945,035 shares held by RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the managing member of RCTLOR, LLC). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.
(4)Based upon information contained in a report on Schedule 13D filed with the SEC on December 13, 2022, an aggregate of 224,748,671 shares of Company Common Stock are beneficially owned by the R. Randall Rollins Voting Trust U/A dated August 25, 1994 (the “RRR Voting Trust”). The amount shown for the RRR Voting Trust includes the following shares of Company Common Stock (a) 209,091,263 shares held by LOR, Inc., a Georgia corporation (the RRR Voting Trust has a 50% voting interest in LOR, Inc.); (b) 8,731,599 shares held by Rollins Holding Company, Inc., a Georgia corporation (the RRR Voting Trust has a 50% voting interest in Rollins Holding Company, Inc.); (c) 2,235,811 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc.; (d) 744,963 shares held by RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC); and (e) 3,945,035 shares held by RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the managing member of RCTLOR, LLC). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.
(5)Based upon information contained in a report on Schedule 13D filed with the SEC on December 13, 2022, an aggregate of 216,017,072 shares of Company Common Stock are beneficially owned by LOR, Inc. The amount shown for LOR, Inc. includes the following shares of Company Common Stock (a) 2,235,811 shares held by RFA Management Company, LLC, a Georgia limited liability company, the manager of which is LOR, Inc.; (b) 744,963 shares held by RFT Investment Company, LLC (LOR, Inc. is the manager of RFT Investment Company, LLC); and (c) 3,945,035 shares held by RCTLOR, LLC, a Georgia limited liability company (LOR, Inc. is the managing member of RCTLOR, LLC). The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest.
(6)Based upon information contained in a report on Schedule 13G/A filed with the SEC on February 3, 2023, an aggregate of 28,341,622 shares of Company Common Stock are beneficially owned by The Vanguard Group’s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts. The Vanguard Group has shared power to vote or direct to vote 341,661 shares, sole power to dispose of or to direct the disposition of 24,173,676 shares, and shared power to dispose or to direct the disposition of 969,079 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(7)Based upon information contained in a report on Schedule 13G filed with the SEC on February 9, 2023 by Blackrock, Inc. (“Blackrock”), Blackrock beneficially owns an aggregate of 27,434,936 shares of Company Common Stock, as to which Blackrock has sole power to vote or direct to vote, 25,870,874 shares and sole power to dispose of or to direct the disposition of 27,434,936 shares. BlackRock also reported that it was filing as the parent holding company or control person of certain subsidiaries listed in an exhibit to the Schedule 13G. The address for Blackrock is 55 East 22nd Street, New York, New York 10055.
(8)The amount shown for Mr. Rollins includes 8,629,469 shares of the Company Common Stock held in a charitable trust of which he is a co-trustee and as to which he shares voting and investment power. Also includes 24,759* shares of Company Common Stock held by his wife. Also includes the following shares of Company Common Stock: (a) 161,228 shares held by  eleven trusts benefiting the grandchildren and more remote descendants of his late brother, Mr. R. Randall Rollins (Mr. Gary W. Rollins is a trustee of each such trust); (b) 959,538 shares held by seven trusts (the “Rollins Family Trusts”) for the benefit of the children and/or more remote descendants of his late brother, Mr. R. Randall Rollins; (c) 4,887,802 shares of Company Common Stock held directly by Mr. Gary W. Rollins; (d) 701,034 shares currently held by the R. Randall Rollins 2012 Trust (the trustee of each of the Rollins Family Trusts and the R. Randall Rollins 2012 Trust is a corporation over which Mr. Gary W. Rollins has the ability to assert control within sixty days); (e) 373,950 shares of restricted stock awards for Company Common Stock, (f) 123,684 shares of Company Common Stock in the Company’s employee stock purchase plan; and (g) 21,843 shares of Company Common Stock held in the Rollins 401(k) Savings Plan. Mr. Gary W. Rollins is part of a control group holding company securities, as disclosed on a Schedule 13D on file with the SEC.
(9)The amount shown for Mr. Krause includes 77,891 shares of restricted stock awards for Company Common Stock.
(10)The amount shown for Mr. Gahlhoff includes 151,455 shares of restricted stock awards for Company Common Stock and 33 shares of Company Common Stock in the Company’s employee stock purchase plan and 1,421 shares of Company Common Stock held in the Rollins 401(k) Savings Plan.
(11)The amount shown for Ms. Bimmerman, includes 31,950 shares of restricted stock awards for Company Common Stock, 32 shares of Company Common Stock in the Company’s purchase plan and 21,723 shares of Company Common Stock held in the Rollins 401(k) Savings Plan.

60

(12)The amount shown for Mr. Wilson includes 166,990 shares of restricted stock awards for Company Common Stock and 37,135 shares of Company Common Stock in the Company’s purchase plan.
(13)The amount shown for Ms. Chandler includes 56,925 shares of restricted stock awards for Company Common Stock.
(14)The amount shown for Ms. Rollins includes 5,413,068* shares of Company Common Stock held by a charitable trust of which Ms. Rollins is co-trustee. Also includes 487,682 shares of Company Common Stock held directly by Ms. Rollins. Also includes 94,053 shares held by the 2002 Pamela R. Rollins Trust, as to which Ms. Rollins currently has the power to designate the members of the Investment Committee of the trustee.
(15)Shares held in trusts as to which more than one director are co-trustees or entities in which there is common stock ownership have been included only once.

*

Mr. Gary W. Rollins and Ms. Pamela R. Rollins both disclaim any financial or pecuniary interest in these holdings.

**

Represents beneficial ownership of less than 1% of the Company’s outstanding common stock.

​

​

61

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The Controlling Group controls in excess of fifty percent of the Company’s voting power. Please refer to the discussion on pages 17-40page 9 under the heading “Corporate Governance and Board of Directors’ Committees and Meetings, Director Independence and NYSE Requirements, Controlled, “Controlled Company Exemption.Exemption.” The group discussed aboveControlling Group also controls in excess of fifty percent of the voting power of RPC, Inc. and Marine Products, Inc. All of the Company’s directors, with the exception of Thomas J. Lawley, M.D., John F. WilsonMessrs. Carson, Gahlhoff, Morrison and Pamela R. Rollins,Sams, are also directors of RPC, Inc. and Marine Products Corporation.


Our Code of Business Ethics and

Related Party Transactions Policy for Executive Officers and Directors provides that related party transactions, as defined in Regulation S-K, Item 404(a), must be reviewed and approved and/or ratifiedin advance, by our Nominating and Corporate Governance Committee. As set forth in the charter of our Code, ourNominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee has the authority and responsibility to ensure that it only approve or ratifyall related party transactions, including material amendments that are in compliance with applicable law, consistent with the Company’s corporate governance policies (including those relative to conflicts of interest and usurpation of corporate opportunities) and on terms that are deemed to be fair to the Company. The Nominating and Corporate Governance Committee also has the authority to hire legal, accounting, financial or other advisors, as it may deem necessary or desirable and/or to delegate responsibilities to executive officers of the Company in connection with discharging its duties. These same rights and responsibilities apply equally to the Subcommittee. A copy of the Code is available at our website (www.rollins.com) under the heading “Corporate Governance.” All covered related party transactions for fiscal year ended December 31, 2017 were reviewed, approved and/or ratified bycharter of the Nominating and Corporate Governance Committee in accordanceis available at our website www.rollins.com under the heading “Governance - Governance Documents.”

Transactions with the Code.


RPC, Inc.

The Company provides certain administrative services to RPC, Inc. (“RPC”RPC”) (a company ofin which Mr. R. RandallGary Rollins is alsopreviously served as Executive Chairman from 2001 to 2022, and which is otherwise affiliated with the Company)Mr. Gary Rollins and Ms. Pam Rollins currently serve as a directors). The service agreements between RPC and the Company provide for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services covered by these agreements include administration of certain employee benefit programs and other administrative services. Charges to RPC (or to corporations which are subsidiaries of RPC) for such services and rent totaled approximately $0.1 million for each of the yearsyear ended December 31, 2017, 2016,2022.

Transactions with LOR, Inc.

Pilot Sharing Agreement

During the year ended 2021, the Company also entered into a Pilot Sharing Agreement with LOR whereby the Company’s employee pilots may be used by LOR from time to time to operate the LOR aircraft and 2015.


LOR will reimburse the Company for 50% of the costs of the pilots, including salary, benefits and training. The Pilot Sharing Agreement was approved by the Company’s Nominating and Corporate Governance Committee. Charges to LOR under the Pilot Sharing Agreement total $0.6 million for the year ended December 31, 2022.

Administrative Services Agreement

The Company also provides certain administrative services to LOR and also rents office, hanger and storage space to LOR, Inc. (“LOR”) (a company controlled by R. Randall Rollins and Gary W. Rollins).LOR. Charges to LOR (or corporations which are subsidiaries of LOR) for rent and administrative services totaled $1.0$0.8 million for each of the yearsyear ended December 31, 2017, 2016, and 2015, respectively.


2022.

Lear Lease Agreement

In 2014, P.I.A. LLC, a company owned by the former and late Chairman of the Board of Directors, R. Randall Rollins, purchased a Lear Model 35A jet and entered into a lease arrangement with the Company for Company use of the aircraft for business purposes. P.I.A. is now owned by a trust for the benefit of the late Mr. Rollins’ family. The lease is terminable by either party on 30 days’ notice. The Company pays $100.00 per month rent for the leased aircraft, and pays all variable costs and expenses associated with the leased aircraft, such as the costs for fuel, maintenance, storage and pilots. The Company has the priority right to use of the aircraft on business days, and Mr. Rollins hasfamily members and guests have the

62

right to use the aircraft for personal use through the terms of anthe Aircraft Time Sharing Agreement with the Company. The amounts paid by the Company for Ms. Pam Rollins to use the aircraft for personal use is disclosed in the “Director Compensation Table,” included in this Proxy Statement. During the yearsyear ended December 31, 2017 and 2016,2022, the Company paid approximately $0.8$0.3 million and $0.5 million in total rent and operating costscosts. These payments were made under the Aircraft Time Sharing Agreement which primarily includes Company use and personal use. This amount also includes payments for the aircraft respectively. During 2017,benefit of LOR, its affiliates, and Rollins family members and guests under the Company accounted for 100 percent of the use of the aircraft. AllPilot Sharing Agreement referenced above. The foregoing related party transactions were previously approved by the Company’s Nominating and Governance Committee of the Board of Directors.

All

Related Party Franchise Agreements

On December 1, 2019, Orkin, a subsidiary of the above related party transactions were approvedCompany, entered into a franchise agreement with Wilson Pest Management, Inc. The franchisee is owned 100% by John F. Wilson IV, the Company’s Nominating and Governance Committeeson of John F. Wilson, Vice Chairman of the BoardCompany. The Company received a total of Directors.


41


INDEPENDENT PUBLIC ACCOUNTANTS
Principal Auditor

Grant Thornton has served as the Company's independent registered public accountantsapproximately $0.8 million, which included payment for the fiscal yearsfranchise and an initial franchise fee of seventy-five thousand dollars in connection with the transaction. The franchise agreement provides for a monthly royalty fee of 9.0% of the franchisee’s reported income. The Company approved the agreement in accordance with its Related Party Transactions policy. During the year ended December 31, 2017 and 2016.

The Audit Committee has appointed Grant Thornton as Rollins, Inc.’s independent public accountants for2022, the fiscal year ending December 31, 2018. Grant Thornton has served as the Company’s independent auditors for many years and is considered by managementroyalty fee paid to be well qualified. Representatives of Grant Thornton are expected to be present at the annual meeting and they will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Audit Fees
  2,017 2,016
Audit Fees (1) $1,500,000
 $1,416,500
Audit-Related Fees —
 —
All Other Fees —
 —
Total $1,500,000
 $1,416,500
     

(1)Audit fees represent fees for professional services provided in connection with the audit of our internal control over financial reporting, audit of our financial statements and review of our quarterly financial statements and audit services provided in connection with other statutory or regulatory filings.


Pre-approval of Services

All of the services described above were pre-approved by the Company’s Audit Committee. The Audit Committee has determined that the payments made to its independent public accountants for these services are compatible with maintaining such auditors’ independence. All of the hours expended on the principal accountant’s engagement to audit the financial statements of the Company for the years 2017 and 2016 were attributable to work performed by full-time, permanent employees of the principal accountant. The Committee has no pre-approval policies or procedures other than as set forth below.

The Audit Committee is directly responsible for the appointment and termination, compensation, and oversight of the work of the independent public accountants, including resolution of disagreements between management and the independent public accountants regarding financial reporting. The Audit Committee is responsible for pre-approving all audit and non-audit services provided by the independent public accountants and ensuring that they are not engaged to perform the specific non-audit services proscribed by law or regulation. The Audit Committee has delegated pre-approval authority to its ChairmanOrkin in accordance with the stipulation that his decision is to be presented to the full Committee at its next scheduled meeting.franchise agreement between Orkin and John Wilson IV was $0.2 million.

​


63


42


STOCKHOLDER PROPOSALS


Appropriate proposals of stockholders intended to be presented at the Company’s 20192024 Annual Meeting of the Stockholders must be received by the Company by November 21, 201816, 2023 in order to be included, pursuant to Rule 14a‑814a-8 promulgated under the Securities Exchange Act of 1934, as amended, in the proxy statement and form of proxy relating to that meeting. With regard to such stockholder proposals, if the date of the next annual meeting of stockholders is advanced or delayed more than 30 calendar days from April 24, 2018,the first anniversary of this year’s annual meeting, the Company will, in a timely manner, inform its stockholders of the change and of the date by which such proposals must be received. Stockholders desiring to present business at the 20182024 Annual Meeting of Stockholders outside of the stockholder proposal rules of Rule 14a-8 of the Securities Exchange Act of 1934 and instead pursuant to the Twenty-Seventh Article Twenty-Seventh of the Company’s by-lawsAmended and Restated By-Laws must prepare a written notice regarding such proposal addressed to Secretary, Rollins, Inc., 2170 Piedmont Road, NE,N.E., Atlanta, Georgia 30324, and deliverwhich must be delivered to or mailed and received at the aforementioned address no later than January 24, 201926, 2024 and no earlier than December 15, 2018.17, 2023. Stockholders should consult the by-lawsAmended and Restated By-Laws for other specific requirements related to such notice and proposed business.


With respect to stockholder nomination of directors, the Company’s by-lawsAmended and Restated By-Laws provide that nominations for the election of directors may be made by any stockholder entitled to vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires with respect to nominations for directors for election at an annual meeting, that written notice be addressed to: Secretary, Rollins, Inc., 2170 Piedmont Road, N.E., Atlanta, Georgia 30324, and be received not less than ninety90 nor more than 130 days prior to the anniversary of the prior year’s annual meeting and set forth, among other requirements specified in the by-laws,Amended and Restated By-Laws, the name, age, business address and, if known, residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other specific requirements related to such notice, including required disclosures concerning the stockholder intending to present the nomination, are set forth in the Company’s by-laws.Amended and Restated By-Laws. Notices of nominations must be received by the Secretary of the Company no later than January 24, 201926, 2024 and no earlier than December 15, 2018,17, 2023, with respect to directors to be elected at the 20182024 Annual Meeting of Stockholders.


EXPENSES OF SOLICITIATION


SOLICITATION

The Company will bear the solicitation cost of proxies. Upon request, the Company will reimburse brokers, dealers and banks, or their nominees, for reasonable expenses incurred in forwarding copies of the proxy materialmaterials to their beneficial stockholders of record. Solicitation of proxies will be made primarily by mail. Proxies also may be solicited in person or by telephone, facsimile or other means by our directors, officers and regular employees. These individuals will receive no additional compensation for these services. The Company has retained Georgeson, LLCAlliance Advisors to conductprovide proxy solicitation services for a broker search and to send proxies by mail for an estimated fee of approximately $6,500$7,000 plus shippingreasonable out of pocket expenses.


ANNUAL REPORT


Our Annual Report as of and for the year ended December 31, 20172022, is being provided to you with this proxy statement.Proxy Statement. The Annual Report includes our 2022 Form 10-K (without exhibits). The Annual Report is not considered proxy-soliciting material.


FORM 10-K


On written request of any record or beneficial stockholder, we will provide, free of charge, a copy of our 2022 Annual Report, on Form 10-K for the year ended December 31, 2017, which includes the consolidated financial statements. Requests should be made in writing and addressed to: Paul E. Northen,Kenneth Krause, Executive Vice President, Chief Financial Officer and Treasurer, Rollins, Inc., 2170 Piedmont Road, NE, Atlanta, Georgia 30324. We will charge reasonable out-of-pocket expenses for the reproduction of exhibits to our 2022 Form 10-K should a stockholder request copies of such exhibits.


64


OTHER MATTERS


Our Board of Directors knows of no business other than the matters set forth herein, which will be presented at the meeting. Since matters not known at this time may come before the meeting, the enclosed proxy gives discretionary authority with respect to such matters as may properly come before the meeting and it is the intention of the persons named in the proxy to vote in accordance with their judgment on such matters.


By Order of the Board of Directors

elizabethchandler.jpg

Elizabeth B. Chandler
Secretary


Atlanta, Georgia
March 21, 2018









APPENDIX A 

ROLLINS, INC.
2018 STOCK INCENTIVE PLAN

SECTION 1. PURPOSES; DEFINITIONS.

The purpose of the Rollins, Inc. 2018 Stock Incentive Plan (the “Plan”) is to enable Rollins, Inc. (the “Company”) to attract, retain and reward directors and key employees of the Company and its Subsidiaries and Affiliates, and strengthen the mutuality of interests between such persons and the Company’s shareholders, by offering such persons performance-based stock incentives and/or other equity interests or equity-based incentives in the Company, as well as performance-based incentives payable in cash.

For purposes of this Plan, the following terms shall be defined as set forth below:

1.    “Affiliate” means any entity

​

By Order of the Board of Directors

​

​

​

Graphic

​

​

​

Elizabeth B. Chandler

​

Secretary

​

​

Atlanta, Georgia

​

March 15, 2023

​

​

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement may contain forward-looking statements. All statements other than statements of historical facts contained in this Proxy Statement, including statements regarding future operations are forward-looking statements. In some cases, forward- looking statements may be identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “expect,” “objective,” “plan,” “potential,” “seek,” “grow,” “target,” “if,�� or the Companynegative of these terms and its Subsidiaries that is designated by the Board as a participating employer under this Plan, provided that the Company directly or indirectly owns at least 20% of the combined voting power of all classes of stock of such entity or at least 50% of the ownership interests in such entity.


2.    “Award” shall mean any award or benefit granted under this Plan, including, without limitation, the grant of Options, SARs, Restricted Stock Unit Awards, Restricted Stock Awards, Performance Stock Awards and Performance Unit Awards. “Award Agreement” shall have the meaning provided in Section 10(h) below.

3.    “Board” means the Board of Directors of the Company.

4.    “Book Value” means, at any given date, (i) the consolidated stockholders’ equity in the Company and its Subsidiaries, as shown on the Company’s consolidated balance sheet as of the end of the immediately preceding fiscal year,similar expressions intended to identify forward-looking statements. Forward-looking statements are made subject to such adjustments as the Committee shall in good faith specify at grant, divided by (ii) the number of shares of Outstanding Stock as of such year-end date (as adjusted by the Committee for subsequent events).

5.    “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the applicable rulings, regulations and guidance thereunder, and any successors to such Code and applicable rulings, regulations and guidance.

6.    “Committee” means the Committee referred to in Section 2 of this Plan. If at any time no Committee shall be in office, then the functions of the Committee specified in this Plan may be exercised by the Board or the Compensation Committee of the Board, as set forth in Section 2 hereof.

7.    “Company” means Rollins, Inc., a corporation organized under the laws of the State of Delaware, or any successor corporation.

8.    “Disability” means disability as determined under procedures established by the Committee for purposes of this Plan and shall in all events be consistent with the definition of “disabled” provided in Sections 422(c)(6) and 22(e)(3) of the Code; provided, however, that with respect to an Award subject to Section 409A of the Code that is paid or settled on account of a Participant’s “disability,” the payment or settlement of the Award shall be made only if the Participant has a “disability” as defined in Section 409A of the Code.

9.    “Early Retirement” means retirement with the express written consent of the Committee (given for purposes of this Plan only at or before the time of such retirement) from active employment with the Company and/or any Subsidiary or Affiliate or pursuant to the early retirementsafe harbor provisions of the applicable pension planfederal securities laws pursuant to Section 27A of such entity.


10.    “Exchange Act” meansthe Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

11.    “Fair Market Value” means, unless otherwise determined by the Committee, in good faith We have based these forward-looking statements primarily on our current opinions, expectations, beliefs, plans, objectives, assumptions and having due regard to Section 409A of the Code, as of any given date (the “Valuation Date”):


(i)    if the Stock is listed on an established stock exchange or exchanges, the closing price of one share of the Stock as reported on such exchange on the Valuation Date, or if no sale of Stock has been made on any exchange on the Valuation Date, on the next preceding day on which there was a sale of Stock;

(ii)    if the Stockprojections about future events and trends that we believe may affect us. It is not listedpossible for our management to predict all risks, nor can we assess the impact of all factors on an established stock exchange but is instead traded over-the-counter,our business or the meanextent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the dealer “bid”future events and “ask” prices of the Stocktrends discussed in this Proxy Statement may not occur and actual results may differ materially and adversely from those anticipated or implied in the over-the-counter market onforward-looking statements. You should read this Proxy Statement with the applicable day, as reported by the National Associationunderstanding that our actual future results, levels of Securities Dealers, Inc.;activity, performance and

(iii)    if the Stock is not listed on any exchange or traded over-the-counter, the fair market value of the Stock determined by the Committee in good faith events and pursuantcircumstances may be materially different from what we expect. In addition, these forward-looking statements are subject to a reasonable applicationnumber of a reasonable valuation methodrisks, uncertainties and assumptions, including those described in accordance with the relevant provisions of Section 409A of the Code.

11.    “Incentive Stock Option” means any Stock Option designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.

12.    “Non-Employee Director” shall have the meaningsection titled “Risk Factors” set forth in Rule 16b-3 promulgated pursuant to the Securities Exchange ActPart I, Item 1A of 1934, as amended.

13.    “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.

14.    “Normal Retirement” means retirement from active employment with the Company and/or any Subsidiary or Affiliate on or after age 65.

15.    “Other Stock-Based Award” means an Award granted to a Participant under Section 7 below that is valuedour 2022 Form 10-K and in whole or in part by reference to, or is otherwise based on, Stock, including, without limitation, Restricted Stock, Restricted Stock Units, Performance-Accelerated Restricted Stock, Performance Stock, Performance Units and Awards (other than Options or SARs) valued by reference to Book Value or Subsidiary performance.

16.    “Outstanding Stock” shall include all outstanding shares of Common Stock, $1.00 par value, of the Company as well as the number of shares of Common Stock into which then outstanding shares of capital stock of the Company, of whatever class, are convertibleour other SEC filings. Forward-looking statements speak only as of the year-end immediately preceding the date of calculation thereof (as adjusted by the Committee for certain events).

17.    “Participants” shall include those persons who are granted one or more Awards under this Plan, subject to the termsProxy Statement, and conditions of this Plan as the Committee shall determine and designate, from time to time, from among those eligible for Award grants hereunder.

18.    “Performance-Accelerated Restricted Stock” means Restricted Stock which is subject to restrictions for a stated period of time based on continued employment, with the opportunity for the restriction period to be shortened based on the achievement of predetermined performance goals.

19.    “Performance Stock” means Stock awarded under Section 7 below at the end of a specified performance period, the amount of which is determined by multiplying a performance factor times either (i) the Fair Market Value of the Stock on the last day of the performance period, or (ii) the difference between the Fair Market Value of the Stock on the first and last days of the performance period, provided, however, that at the discretion of the Committee, Participants may receive the value of Performance Stock in cash, as determined by reference to the Fair Market Value on the date the amount of the award is determined.

20.    “Performance Unit” means an Award pursuant to Section 7 with a starting value and an associated performance period, such that at the end of the performance period Participants receive an amount, payable in either cash or Stock, at the discretion of the Committee, equal to (i) the number of units earned based on a predetermined performance schedule times the starting unit value, or (ii) the number of units granted times the ending unit value based on a predetermined performance schedule.

21.    “Plan” means this Rollins, Inc. 2018 Stock Incentive Plan, as hereafter amended from time to time.


22.    “Premium Stock Option” means any Stock Option with an exercise price in excess of the Fair Market Value, as computed on the date of grant of the Stock Option.

23.    “Retirement” means Normal or Early Retirement.

24.    “Restricted Stock” means Stock awarded under Section 7 below which is (i) subject to restrictions for a stated period of time based on continued employment, (ii) subject to restrictions which will lapse only upon the achievement of predetermined performance goals, or (iii) subject to a combination of the restrictions described in (i) and (ii) above.

25.    “Restricted Stock Unit” means a bookkeeping entry representing a right granted to a Participant to receive one share of Stock, a cash payment equal to the value of one share of Stock, or a combination thereof, as determined in the sole discretion of the Committee.

25.    “Stock” means the Common Stock, $1.00 par value per share, of the Company.

26.    “Stock Appreciation Right” or “SAR” means the right pursuant to an award granted under Section 6 below to receive an amount in either cash or Stock, equal to the difference between the Fair Market Value of the Stock on the date of exercise and the Fair Market Value of the Stock on the date of grant of the right.

27.    “Stock Option” or “Option” means any option to purchase shares of Stock granted pursuant to Section 5 below.

28.    “Subsidiary” means any present or future subsidiary corporation of the Company within the meaning of Section 424(f) of the Code, and any present or future business venture designated by the Committee in which the Company has a significant interest, as determined in the discretion of the Committee.

29.    “Substitute Awards” means Awards granted upon assumption of, or in substitution for, outstanding awards previously granted by a company or other entity acquired (directly or indirectly) by the Company or with which the Company combines.

SECTION 2. ADMINISTRATION.

This Plan shall be administered by the Board or by a Committee ofyou should not less than two Non-Employee Directors, who shall be members of the Board and who shall serve at the pleasure of the Board, such Committee to be designated by the Board. Except as otherwise directed by the Board, the functions of the Committee specified in this Plan shall be exercised by the Compensation Committee of the Board.

The Committee shall have full authority to grant, pursuant to the terms of this Plan, to Participants under Section 4: (i) Stock Options, including, without limitation, Incentive Stock Options, Non-Qualified Stock Options and Premium Stock Options, (ii) Stock Appreciation Rights and/or (iii) Other Stock-Based Awards, including, without limitation, Restricted Stock, Restricted Stock Units, Performance-Accelerated Restricted Stock, Performance Stock and Performance Units.

In particular, the Committee shall have the authority:

(a) subject to Section 4 hereof, to select the Participants to whom Stock Options, Stock Appreciation Rights and/or Other Stock-Based Awards may from time to time be granted hereunder;

(b) to determine whether and to what extent Stock Options, Stock Appreciation Rights and/or Other Stock-Based Awards, or any combination thereof, are to be granted hereunder to one or more Participants;

(c) to determine the number of shares of Stock to be covered by each such award granted hereunder;

(d) to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the Award price (if any) and any restriction or limitation, or any vesting, acceleration or waiver of forfeiture restrictions regarding any Stock Option or other Award and/or the shares of Stock relating thereto, based in each case on such factors as the Committee shall determine, in its sole discretion);

(e) to determine whether and under what circumstances Stock Options, Stock Appreciation Rights, Performance Stock and Performance Units may be settled in cash; and

(f) to the extent that Options or SARs have exercise or base prices that exceed the current Fair Market Value of the Stock, the Committee has the discretion, without obtaining shareholder approval, to re-price such Options or SARs and lower their exercise or base prices to prices not lower than the Fair Market Value of the Stock on the date of the action taken to effect the re-pricing. The Committee may also, without obtaining shareholder approval, amend any outstanding Award to provide the holder thereof with additional rights or benefits of the type otherwise permitted by this Plan, including without limitation, extending the term thereof; provided, however, that:

(i)no amendment to the terms of an outstanding Award that is subject to Section 409A of the Code shall cause the Award to violate Section 409A of the Code;

(ii)no amendment to the terms of an outstanding Award that is not subject to 409A of the Code shall cause the Award to become subject to 409A of the Code; and

(iii)the term of an outstanding Award shall not be extended beyond the earlier of the latest date the Award would have expired by its original terms or the tenth anniversary of the original grant date of the Award, except that to the extent an Award cannot be exercised because such exercise would violate Federal, state or local laws, then the expiration of such Award shall automatically be tolled for the period during which such exercise would violate applicable law, but no more than 30 days.

The Committee shall have the authority to adopt, alter and repeal such rules, guidelines and practices governing this Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of this Plan and any Award issued under this Plan (and any agreements relating thereto); and to otherwise supervise the administration of this Plan.

The Committee may delegate its powers and duties under this Plan to one or more Directors (including a Director who is also an officer of the Company) or a committee of Directors, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however, that the Committee shall not delegate its powers and duties under this Plan with regard to officers or Directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act. In addition, the Committee may authorize one or more officers of the Company to grant Options under this Plan, subject to the limitations of Section 157 of the Delaware General Corporation Law; provided, however, that such officers shall not be authorized to grant Options to officers or Directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act.

Except as otherwise provided by the Committee, Awards under this Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution.

Except as otherwise specifically provided herein, all decisions made by the Committee pursuant to the provisions of this Plan shall be made in the Committee’s sole discretion, shall not be subject to review by any person, and shall be final and binding on all persons, including the Company and all Plan Participants.

SECTION 3. STOCK SUBJECT TO PLAN; ADJUSTMENTS.

(a) Aggregate Maximum Shares Available. Subject to adjustment in accordance with paragraph (d) of this Section 3, the maximum number of shares of Stock that may be delivered to Participants and their beneficiaries under this Plan shall be 6,000,000 shares of Stock.

(b) Calculation of Shares Delivered. To the extent any shares of Stock covered by an Award are not delivered to a Participant or beneficiary for any of the following reasons, such shares shall not be deemed delivered for purposes of determining the number of shares of Stock remaining available for delivery under this Plan, and will therefore be available for re-grant or re-issuance:

(i)the Award is forfeited or canceled;


(ii)the Award is settled in cash; or

(iii)such shares are withheld from the Award or otherwise tendered, physically or by attestation, to pay the exercise or purchase price of an Award granted under this Plan, or to satisfy applicable tax withholding obligations incurred in connection with the Award.

The maximum number of shares of Stock available for delivery under this Plan shall not be reduced for shares subject to plans assumed by the Company in an acquisition of an interest in another company or for Substitute Awards.

(c) Award Limitations. Subject to the aggregate maximum set forth in (a) above and to adjustment in accordance with paragraph (d) of this Section 3 (so long as such adjustment will not affect the status of any Award intended to qualify as an Incentive Stock Option), the following additional maximums are imposed under this Plan:

(i)The full number of shares of Stock available for delivery under this Plan may be delivered pursuant to Incentive Stock Options;

(ii)The maximum number of shares of Stock that may be covered by Awards granted to any one individual pursuant to Sections 5 and 6 (relating to Options and SARs) shall be 100,000 during any fiscal year; and

(iii)The maximum number of shares of Stock that may be covered by Awards granted to any one individual pursuant to Section 7 (relating to Other Stock-Based Awards) shall be 100,000 during any fiscal year.

(d) Adjustments.

(i)In general. Except as provided in this Section 3(d), the existence of outstanding Awards shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

Furthermore, except as expressly provided in this Section 3 or otherwise expressly provided for in a writing approved by the Board or Committee, (i) the issuance by the Company of shares of stock or any class of securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, (ii) the payment of a dividend in property other than Shares, or (iii) the occurrence of any similar transaction, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number of Shares subject to Stock Options or other Awards theretofore granted or the purchase or repurchase price per Share.

(ii)Changes in Capital Structure. If the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the Stock outstanding, without receiving compensation therefor in money, services or property, then the terms and conditions of this Plan and any then outstanding Awards shall be adjusted proportionately in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under this Plan and Awards made hereunder as follows:

(a) the number and type of shares that may be granted subject to Awards granted under this Plan;

(b) the number and type of Awards that may be granted to any individual under this Plan;

(c) the terms of any SAR;

(d) the purchase price or repurchase price of any Stock Award;

(e) the exercise price and number and class of securities issuable under each outstanding Option; and

(f) the repurchase price of any securities substituted for shares underlying Awards that are subject to repurchase rights.

The specific adjustments to be made to effectuate the intent of the preceding sentence shall be determined by the Board or Committee, whose determination in this regard shall be final and binding on all parties. In the event of any other change to the capital structure of the Company, the Board or Committee shall have the discretion to determine what if any adjustments shall be made. Unless the Board or Committee specifies otherwise, any securities issuable as a result of any such adjustments shall be rounded down to the next lower whole security. The Board or Committee need not adopt the same rules for each Award or each holder of Awards.

(iii)Merger and Consolidation. Any other provision hereof to the contrary notwithstanding (except the preceding paragraphs of this Section 3(d)), in the event the Company is a party to a merger or other reorganization, outstanding Awards shall be subject to the agreement of merger or reorganization. Such agreement may provide, without limitation, for the assumption of outstanding Awards by the surviving corporation or its parent, for their continuation by the Company (if the Company is a surviving corporation), for their cancellation, for accelerated vesting and accelerated expiration, or for settlement in cash. Notwithstanding the foregoing, any action taken in connection with such merger or reorganization shall not (i) cause an Award that is not otherwise subject to Section 409A of the Code to become subject to such section or (ii) cause an Award that is subject to Section 409A of the Code to violate such section.

SECTION 4. ELIGIBILITY.

Directors, officers and other key employees of the Company or its Subsidiaries and Affiliates who, in the judgment of the Committee, are responsible for or contribute to the growth and/or profitability of the business of the Company and/or its Subsidiaries and Affiliates are eligible to be granted Awards under this Plan. Notwithstanding the foregoing, Stock Options and SARs may be granted only to individuals with respect to whom the Company’s Stock will qualify as “Service Recipient Stock” under Section 409A of the Code and Incentive Stock Options may be granted only to employees of the Company and any of its Subsidiaries or Affiliates that is a “subsidiary corporation” within the meaning of Section 424(f) of the Code. Furthermore, no director who is not also an employee of the Company shall be eligible to receive Incentive Stock Options.

SECTION 5. STOCK OPTIONS.

Stock Options may be granted under this Plan, in such form as the Committee may from time to time approve.

Stock Options granted under this Plan may be of two types: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options. Incentive Stock Options and Non-Qualified Stock Options may be issued as Premium Stock Options at the discretion of the Board.

Subject to the restrictions contained in Section 4 hereof concerning the grant of Incentive Stock Options, the Committee shall have the authority to grant to any Participant Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. To the extent that the Fair Market Value of the shares with respect to which Incentive Stock Options first become exercisable by an optionee during any calendar year (under this Plan and any other plans granting Incentive Stock Options which are established by the Company or its Subsidiaries) exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options.

Options granted under this Plan shall be subject to the following terms and conditions and shall contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee shall deem desirable:

(a) EXERCISE PRICE. The exercise price per share of Stock purchasable under a Stock Option shall be determined by the Committee at the time of grant; provided that:

(i) The exercise price shall not be less than 100% of the Fair Market Value of the Stock on the date of Stock Option grant; and


(ii) In the case of an Incentive Stock Option granted to an employee who owns stock representing more than 10% of the total combined voting power of all classes of capital stock of the Company or of any of its subsidiary or parent corporations, the exercise price shall not be less than 110% of the Fair Market Value of the Stock on the date of Stock Option grant.

Notwithstanding the foregoing, a Stock Option (whether an Incentive Stock Option or a Non-Qualified Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Stock Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.

(b) OPTION TERM. The term of each Stock Option shall be determined by the Committee at grant, but no Stock Option shall be exercised more than ten years (or, in the case of an Incentive Stock Option granted to an employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any of its subsidiary or parent corporations, more than five years) after the date the Option is granted, except that to the extent a Stock Option cannot be exercised because such exercise would violate Federal, state or local laws, then the expiration of such Option shall automatically be tolled for the period during which such exercise would violate applicable law, but no more than 30 days.

(c) EXERCISABILITY. Stock Options shall be exercised at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its sole discretion, that any Stock Option is exercisable only in installments, the Committee may waive such installment exercise provisions at any time after the grant date in whole or in part, based on such factors as the Committee shall determine, in its sole discretion.

(d) METHOD OF EXERCISE. Subject to whatever installment exercise provisions or other restrictions apply under Section 5(c), Stock Options may be exercised in whole or in part at any time during the option term, by giving written notice of exercise to the Company specifying the number of shares to be purchased; provided, however, that unless otherwise permitted by the Committee, if exercised in part, a Stock Option may not be exercised for fewer than 100 shares, unless the remaining balance of the Stock Option is less than 100 shares, in which case the Stock Option may be exercised for the remaining balance.

Such notice shall be accompanied by payment in full of the purchase price, either by cash or such instrument as the Committee may accept. Payment in full or in part may also be made in the form of unrestricted Stock already owned by the optionee for a period of at least six months, based, in each case, on the Fair Market Value of the Stock on the date the Stock Option is exercised, unless it shall be determined by the Committee, at or after grant, in its sole discretion, that unrestricted Stock is not a permissible form of payment with respect to any Stock Option or Options.

If permitted by the Committee, a Plan Participant may elect to pay the exercise price upon the exercise of an Option by irrevocably authorizing a third party to promptly sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise.

Subject to the immediately preceding paragraph, no shares of Stock shall be issued until full payment therefor has been made. Subject to Section 10(a) and any other limitations set forth in this Plan or relevant Award Agreement, an optionee shall generally have the rights to dividends or other rights of a shareholder with respect to shares subject to the Stock Option when the optionee has given written notice of exercise, has paid in full for such shares, and, if so requested, has given any representations requested pursuant in Section 10(a).

(e) TERMINATION BY DEATH. Subject to Section 3(d), if an optionee’s employment by the Company and/or any Subsidiary or Affiliate terminates by reason of death, any Stock Option held by such optionee may thereafter be exercised to the extent such option was exercisable at the time of death or on such accelerated basis as the Committee may determine at grant (or as may be determined in accordance with procedures established by the Committee), by the legal representative of the estate or by the legatee of the optionee under the will of the optionee, for a period of twelve months (or such other period as the Committee may specify at grant) from the date of such death or until the expiration of the stated term of such Stock Option, whichever period is the shorter.

(f) TERMINATION BY REASON OF DISABILITY. Subject to Section 3(d), if an optionee’s employment by the Company and/or any Subsidiary or Affiliate terminates by reason of Disability, any Stock Option held by such optionee may thereafter be exercised by the optionee or his/her guardian, to the extent it was exercisable at the time of termination or on such accelerated basis as the Committee may determine at grant (or as may be determined in accordance with procedures

established by the Committee), for a period of one year (or such other period as the Committee may specify at grant) from the date of such termination of employment or until the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that, if the optionee dies within such one-year period (or such other period as the Committee may specify at grant), any unexercised Stock Option held by such optionee shall thereafter be exercisable only pursuant to Section 5(e).

(g) TERMINATION BY REASON OF RETIREMENT. Subject to Section 3(d), if an optionee’s employment by the Company and/or any Subsidiary or Affiliate terminates by reason of Normal or Early Retirement, any Stock Option held by such optionee may be exercised by the optionee, to the extent it was exercisable at the time of such Retirement, for a period of three months, less one day (or such other period as the Committee may specify at grant), from the date of such termination, or the expiration of the stated term of such Stock Option, whichever period is the shorter; provided, however, that if the optionee dies within such period of three months less one day (or such other period as the Committee may specify at grant), any unexercised Stock Option held by such optionee shall thereafter be exercisable only pursuant to Section 5(e).

(h) OTHER TERMINATION. Unless otherwise determined by the Committee (or pursuant to procedures established by the Committee) at grant, if an optionee’s employment by the Company and/or any Subsidiary or Affiliate terminates for any reason other than death, Disability or Normal or Early Retirement, including without limitation in the case of voluntary or involuntary resignation of employment by the optionee, the entire Stock Option shall thereupon terminate and shall be immediately forfeited, regardless of its vesting status.

(i) BUYOUT PROVISIONS. The Committee may at any time offer to buy out for a payment in cash or Stock a Stock Option previously granted, based on such terms and conditions as the Committee shall establish and communicate to the optionee at the time that such offer is made.

(j) FRACTIONAL SHARE. If any adjustment referred to herein shall result in a fractional share for any optionee under any Stock Option hereunder, such fraction shall be completely disregarded and the optionee shall only be entitled to the whole number of shares resulting from such adjustment.

(k) COMPLIANCE WITH SECTION 422 OF THE CODE. To the extent that any Stock Option which is designated as an Incentive Stock Option hereunder fails for any reason to comply with the provisions of Section 422 of the Code it shall be treated as a Non-Qualified Stock Option.

SECTION 6. STOCK APPRECIATION RIGHTS.

(a) GRANT AND EXERCISE. The Committee may grant Stock Appreciation Rights under this Plan.

(b) TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to such terms and conditions, not inconsistent with the provisions of this Plan, as shall be determined from time to time by the Committee, including the following:

(i) The term of each Stock Appreciation Right shall be fixed by the Committee at grant, and no such Stock Appreciation Right shall be exercised more than ten years after the date it is granted, except that, to the extent a Stock Appreciation Right cannot be exercised during its initial term because such exercise would violate Federal, state or local laws, then the expiration of such Award shall automatically be tolled for the period during which such exercise would violate applicable law, but no more than 30 days.

(ii) Stock Appreciation Rights shall be exercised at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its sole discretion, that any Stock Appreciation Right is exercisable only in installments, the Committee may waive such installment exercise provisions at any time after grant in whole or in part, based on such factors as the Committee shall determine in its sole discretion.

(iii) Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled to receive an amount in cash and/or shares of Stock equal in value to the excess of Fair Market Value of the Stock on the date of exercise over the Fair Market Value of the Stock on the date of grant (the “Base Price”) multiplied by the number of Stock Appreciation Rights exercised, with the Committee having the right to determine the form of payment.


(iv) Subject to whatever installment exercise provisions or other restrictions apply hereunder, Stock Appreciation Rights may be exercised in whole or in part at any time during the term thereof by giving written notice of exercise to the Company specifying the number of rights to be exercised.

(v) Sections 5(e) through (j) hereof shall apply equally to all Stock Appreciation Rights granted pursuant to this Plan, as if each reference therein to a “Stock Option” was instead a reference to a “Stock Appreciation Right.”

SECTION 7. OTHER STOCK-BASED AWARDS.

(a) ADMINISTRATION. The Committee may grant such Other Stock-Based Awards not described above that the Committee determines to be consistent with the purpose of this Plan and the interests of the Company. Subject to the provisions of this Plan, the Committee shall have authority to determine the persons to whom and the time or times at which such Other Stock-Based Awards shall be made, the number of shares of Stock to be awarded pursuant to such Other Stock-Based Awards, and all other conditions of the Other Stock-Based Awards. The Committee may also provide for the grant of Stock upon the completion of a specified performance period or event.

The Committee may designate whether any such Awards being granted to any Participant are intended to be “performance-based compensation”. Any such Awards designated as intended to be “performance-based compensation” may be conditioned on the achievement of one or more performance measures. The performance measures that may be used by the Committee for such Awards may be basedput undue reliance on any one or more of the following, as selected by the Committee: increase in stock price, return on capital or increase in pretax earnings of the Company and/or one or more divisions and/or subsidiaries, return on stockholders’ equity of the Company, increase in earnings per share of the Company, sales of the Company and/or one or more divisions and/or subsidiaries, pretax earnings of the Company and/or one or more divisions and/or subsidiaries, net earnings of the Company and/or one or more divisions and/or subsidiaries, control of operating and/or non-operating expenses of the Company and/or one or more divisions and/or subsidiaries, margins of the Company and/or one or more divisions and/or subsidiaries, cash flow of the Company and/or one or more divisions and/or subsidiaries, market price of the Company’s securities, and other factors tied to the performance of the Company and/or one or more divisions and/or subsidiaries or other performance criteria.

The provisions of Other Stock-Based Awards need not be the same with respect to each recipient.

(b) TERMS AND CONDITIONS. Other Stock-Based Awards made pursuant to this Section 7 shall be subject to the following terms and conditions:

(i) Transferability. Subject to the provisions of this Plan and the Award Agreement, Other Stock-Based Awards and shares subject to such Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, in the case of shares of Stock, prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses, and in all other cases, not at all.

(ii) Dividends and Interest. Subject to the provisions of this Plan and the Award Agreement and unless otherwise determined by the Committee at grant, the recipient of an Award under this Section 7 shall be entitled to receive interest or dividends or interest or dividend equivalents with respect to the number of shares covered by the Award, as determined at the time of the Award by the Committee, in its sole discretion, and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Stock or otherwise reinvested.

(iii) Vesting and Forfeiture. Any Award under this Section 7 and any Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award Agreement, as determined by the Committee, in its sole discretion, at grant.

(iv) Settlement. In the case of any Other Stock-Based Award that is not subject to Section 8(a) below and that is subject to Section 409A of the Code, and that provides for a distribution upon the lapse of a risk of forfeiture, if the timing of such distribution is not otherwise specified in this Plan or Award Agreement or other governing document, the distribution shall be made no later than March 15 of the year following the calendar year in which receipt of such distribution is no longer subject to a “substantial risk of forfeiture” within the meaning of Section 409A of the Code.


(v) Waivers and Acceleration. In the event of the Participant’s Retirement, Disability or death, and in other instances, the Committee may, in its sole discretion, waive in whole or in part any or all of the remaining limitations, performance requirements or restrictions imposed (if any) with respect to any or all of an Award under this Section 7 and/or accelerate the payment of cash or Stock pursuant to any such Award; provided, however, that such acceleration of payment shall not result in such Award violating Section 409A of the Code.

(vi) Consideration. Stock (including securities convertible into Stock) issued on a bonus basis under this Section 7 may be issued for no cash consideration, subject to Section 11(a) below.

(vii) Restricted Stock - Death or Disability. Unless otherwise determined by the Committee at grant, and except as otherwise provided by the Committee or permitted by this Plan, if a Participant's employment by the Company and/or any Subsidiary or Affiliate terminates by reason of death or Disability, a pro rata portion of the restrictions pertaining to continued employment on any Restricted Stock will lapse, based on the number of full months the Participant was employed during the restriction period divided by the total number of months in the restriction period.

(viii) Other Termination of Employment. Unless otherwise determined by the Committee (or pursuant to procedures established by the Committee) at grant, and except as otherwise provided by the Committee or permitted by this Plan, all unvested Other Stock-Based Awards shall be immediately forfeited upon the termination of a Participant’s employment by the Company and/or any Subsidiary or Affiliate for any reason other than death or Disability, including without limitation in the case of voluntary or involuntary resignation of employment by the Participant.

(ix) Repurchase. The Committee may at any time offer to buy out for a payment in cash or Stock an Other Stock-Based Award previously granted, based on such terms and conditions as the Committee shall establish and communicate to the Participant at the time that such offer is made.

SECTION 8. RESTRICTED STOCK UNITS; PERFORMANCE STOCK AND UNITS.

In addition to the other terms and provisions of this Plan (including the terms and provisions of Section 7) which apply to Restricted Stock Units, Performance Stock and Performance Units as an Award which is an Other Stock-Based Award, the following terms and provisions shall apply to Restricted Stock Units, Performance Stock and Performance Units:

(a)    Settlement. In all cases, payment of any Restricted Stock Unit, share of Performance Stock or Performance Unit will be made no later than March 15 of the year following the calendar year in which receipt of the payment thereon is no longer subject to a “substantial risk of forfeiture” within the meaning of Section 409A of the Code.

(b)    Performance Stock and Units - Death or Disability. Unless otherwise determined by the Committee at grant, and except as otherwise provided by the Committee or permitted by this Plan, if a Participant’s employment by the Company and/or any Subsidiary or Affiliate terminates by reason of death or Disability, the estate of the Participant or the Participant, as applicable, will receive a pro rata portion of the payment or Stock the Participant would have received for Performance Stock or Performance Units, based on the number of full months in the performance period prior to the Participant’s death or Disability, divided by the total number of months in the performance period. All such pro rata payments with respect to Performance Stock and Units shall be made no later than 90 days following the date of the Participant’s death or Disability, as applicable.

(c)    Restricted Stock Units - Death and Disability. Unless otherwise determined by the Committee at grant and except as otherwise provided by the Committee or permitted by this Plan, if a Participant’s employment by the Company and/or any Subsidiary or Affiliate terminates by reason of death or Disability, a pro rata portion of the restrictions pertaining to continued employment on any time-vested Restricted Stock Unit will lapse, based on the number of full months the Participant was employed during the restriction period divided by the total number of months in the restriction period. To the extent that any Restricted Stock Unit is subject to performance conditions, the estate of the Participant or the Participant, as applicable, will receive a pro rata portion of the payment or Stock the Participant would have received based on the number of full months in the performance period prior to the Participant’s death or Disability, divided by the total number of months in the performance period. All such pro rata payments of Restricted Stock Units shall be made no later than 90 days following the date of the Participant’s death or Disability, as applicable.

SECTION 9. AMENDMENTS AND TERMINATION.

The Board may amend, alter, or discontinue this Plan, but, except as otherwise provided herein, no amendment, alteration, or discontinuation shall be made which would impair the rights of a Participant under a Stock Option, Stock Appreciation Right or Other Stock-Based Award theretofore granted, without the Participant’s consent, or which, without the approval of the Company’s stockholders, would:

(i) increase the number of shares that may be issued under this Plan (except by certain adjustments provided for under this Plan);

(ii) change the class of persons eligible to receive Incentive Stock Options under this Plan;

(iii) change the requirements of Section 5 hereof regarding the exercise price; or

(iv) amend this Plan in a manner that would require approval of the Company’s shareholders under applicable law, regulation or rule.

Notwithstanding any of the foregoing, adjustments pursuant to Section 3 shall not be subject to the foregoing limitations of this Section 9.

Options may not be granted under this Plan after the date of termination of this Plan, but Options granted prior to that date shall continue to be exercisable according to their terms.

Subject to the above provisions, the Board shall have broad authority to amend this Plan to take into account changes in applicable securities and tax laws and accounting rules, as well as other developments, without regard to whether such amendment adversely affects an individual Award or the rights of a holder thereof.

Notwithstanding the foregoing provisions of this Section 9 and any other provision of this Plan to the contrary, no action shall be taken under this Section 9 or any other provision of this Plan that would: (i) cause an Award that is not otherwise subject to Section 409A of the Code to become subject to such section or (ii) cause an Award subject to Section 409A of the Code to violate such section.

SECTION 10. UNFUNDED STATUS OF PLAN.

This Plan is intended to constitute an “unfunded” plan. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under this Plan to deliver Stock or payments in lieu of or with respect to Awards hereunder; provided, however, that, unless the Committee otherwise determines with the consent of the affected Participant, the existence of such trusts or other arrangements is consistent with the “unfunded” status of this Plan.

SECTION 11. GENERAL PROVISIONS.

(a) Compliance with Applicable Law. Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Stock under any Award if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter−dealer quotation system or other forum in which shares of Stock are quoted or traded (including, without limitation, 409A and 422 of the Code), and, as a condition of any sale or issuance of shares of Stock under an Award, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. This Plan, the grant and exercise of Awards hereunder, and the obligation of the Company to sell and deliver shares of Stock, shall be subject to all applicable laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

In particular, the Company shall not be obligated to sell or issue any shares pursuant to any Option or other Award unless the shares underlying the Award are at the time effectively registered or exempt from registration under the Securities Act of 1933, as amended (the “1933 Act”). The Company shall haveforward-looking statements. We assume no obligation to register pursuant to the 1933 Actpublicly update or revise any sharesforward-looking statements because of Stock issued pursuant to this Plan. The Committee may require each person acquiring shares pursuant to an Award

under this Plan to represent to and agree with the Companynew information, future events, changes in writing that the Participant is acquiring the shares for investment and without a view to distribution thereof. The certificates for such shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer.

All certificates for shares of Stockassumptions or other securities delivered under this Plan shall be subject to such conditions, stop-transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable federal or state securities law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

The Company shall not issue any shares of Stock under this Plan before the Company has received the consideration to be paid therefor, to the extent required in order for such shares to be “fully paid” under Section 152 of the Delaware General Corporations Law, such consideration to have a value not less than the par value of such sharesotherwise, except to the extent required by Section 153 of the Delaware General Corporation Law.

(b) Other Compensation. Nothing contained in this Plan shall prevent the Board from adopting otherapplicable laws. If we update one or more forward-looking statements, no inference should be drawn that we will make additional compensation arrangements, subject to stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

(c) No Right to Employment. The adoption of this Plan shall not confer upon any employee of the Company or of any Subsidiary or Affiliate any right to continued employment with the Company or a Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way with the right of the Company or a Subsidiary or Affiliate to terminate the employment of any of its employees at any time.

(d) Tax Withholding. No later than the date as of which an amount first becomes includable in the gross income of the Participant for federal income tax purposesupdates with respect to the exercise of any Optionthose or Stock Appreciation Rightother forward-looking statements. While we believe that such information provides a reasonable basis for these statements, such information may be limited or any Award under this Plan, the Participant shall pay to the Company, or make arrangements satisfactory to the Committee regarding the payment of, any federal, state, or local taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Plan shall be conditional on such payment or arrangements, and the Company and its Subsidiaries or Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the Participant.

(e) Dividend Reinvestment. The actual or deemed reinvestment of dividends or dividend equivalents in additional types of Awards at the time of any dividend payment shall only be permissible if sufficient shares of Stock are available under Section 3 for such reinvestment, taking into account other Awards then outstanding.

(f) Governing Law. This Plan and all Awards made and actions taken hereunder shall be governed by and construed in accordance with the Delaware General Corporation Law, to the extent applicable, and in accordance with the laws of the State of Georgia in all other respects.

(g) Other Benefits. The value of Awards made pursuant to this Plan shallincomplete. Our statements should not be included as partread to indicate that we have conducted an exhaustive inquiry into, or review of, the definition of “cash compensation” in connection with any other benefit offered by the Company.all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

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(h) Award Agreements; Electronic Delivery. An Award under this Plan shall be subject to such terms and conditions, not inconsistent with this Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written document or other evidence (including evidence in an electronic medium) as is approved by the Committee. A copy of such document or evidence shall be provided to the Participant. Such document or evidence is referred to in this Plan as an “Award Agreement” regardless of whether any Participant signature is required.

The Company may deliver by email or other electronic means (including posting on a web site maintained by the Company or by a third party under contract with the Company) all documents relating to this Plan or any Award thereunder (including without limitation prospectuses required by the SEC) and all other documents that the Company is required to deliver to its security holders (including without limitation annual reports and proxy statements).


(i) Severability. If any provision of this Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction as to any Person or Award, or would disqualify this Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of this Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award and the remainder of this Plan and any such Award shall remain in full force and effect.

(j) No Liability. Subject to applicable law: (i) no Director shall be liable for anything whatsoever in connection with the exercise of authority under this Plan or the administration of this Plan except such Director’s own willful misconduct; (ii) under no circumstances shall any Director be liable for any act or omission of any other Director; and (iii) in the performance of its functions with respect to this Plan, the Board of Directors or Committee, as the case may be, shall be entitled to rely upon information and advice furnished by the Company’s officers, the Company’s accountants, the Company’s counsel and any other party the Board or Committee deems necessary, and no Director shall be liable for any action taken or not taken in good faith reliance upon any such advice.

SECTION 12. EFFECTIVE DATE OF PLAN.

This Plan shall be effective as the date of its approval by the stockholders of the Company (the “Effective Date”).

SECTION 13. TERM OF PLAN.

No Stock Option, Stock Appreciation Right or Other Stock-Based Award shall be granted pursuant to this Plan on or after the tenth anniversary of the Effective Date of this Plan, but Awards granted prior to such tenth anniversary may extend beyond that date.


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GRAPHIC

PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. t t Rollins, Inc. Notice of 2023 Annual Meeting of Shareholders 2170 Piedmont Road, N.E., Atlanta, Georgia 30324 Proxy Solicited by Board of Directors for Annual Meeting – April 25, 2023 The undersigned stockholder(s) hereby appoints Gary W. Rollins and John F. Wilson, and either of them, as proxies to appoint their substitute, and hereby authorize(s) them to represent and to vote, as undersigned on the reverse side of this proxy, all of the shares of the common stock of Rollins, Inc. that the stockholder(s) are entitled to vote at the Annual Meeting of Stockholders to be held at 12:30 P.M., Eastern Time, on April 25, 2023, at 2170 Piedmont Road, N.E., Atlanta, Georgia 30324, and at any adjournments or postponements thereof. THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1, “FOR” PROPOSAL 2 AND “THREE YEARS” ON PROPOSAL 3. THE PROXIES ARE AUTHORIZED TO VOTE IN THEIR JUDGMENT FOR THE ELECTION OF ANY PERSON TO THE BOARD OF DIRECTORS IF ANY NOMINEE NAMED HEREIN BECOMES UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, AND UPON SUCH OTHER BUSINESS NOT KNOWN AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENTS THEREOF. (PLEASE VOTE, DATE AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held April 25, 2023. The Notice and Proxy Statement and Annual Report are available at: http://www.viewproxy.com/ROL/2023.


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GRAPHIC

DO NOT PRINT IN THIS AREA (Stockholder Name & Address Data) PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. t t 1. To elect one Class II and four Class I director nominees to serve as directors of the Company until our 2024 and 2026 annual meeting of stockholders, respectively, or until their successors are duly elected and qualified; Class I Directors to be elected for a three-year term expiring in 2026 01 - Jerry E. Gahlhoff 02 - Patrick J. Gunning 03 - Gregory B. Morrison 04 - Jerry W. Nix Class II Directors to be elected for a one-year term expiring in 2024 05 - P. Russell Hardin 2. To hold an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers; 3. To hold an advisory (non-binding) vote on the frequency of future stockholder advisory votes to approve the compensation paid to the Company’s named executive officers CONTROL NUMBER PROXY VOTING INSTRUCTIONS Please have your 11-digit control number ready when voting by Internet or Telephone INTERNET Vote Your Proxy on the Internet: Go to www.AALvote.com/ROL Have your proxy card available when you access the above website. Follow the prompts to vote your shares. Vote by 11:59 p.m. ET on April 24, 2023. TELEPHONE Vote Your Proxy by Phone: Call 1 (866) 804-9616 Use any touch-tone telephone to vote your proxy. Have your proxy card available when you call. Follow the voting instructions to vote your shares. Vote by 11:59 p.m. ET on April 24, 2023.  PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x FOR AGAINST ABSTAIN o o o Proposals - The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposal 2 and THREE YEARS on Proposal 3. 1 YEAR 2 YEARS 3 YEARS o o o SCAN TO VIEW MATERIALS & VOTEw CONTROL NUMBER Please sign exactly as name(s) appears herein. Joint owners should each sign. When signing as attorneys, executor, administrator, corporate officer, trustee, guardian or custodian, please give full title. ______________________________________________________________ Signature of Stockholder: Date ______________________________________________________________ Signature of Stockholder: Date NOTE: To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting. MAIL Vote Your Proxy by Mail: Mark, sign, and date your proxy card, then detach it, and return it in the post-age-paid envelope provided. IN PERSON Vote Your Proxy: You may vote your shares in person at the 2023 Annual Meeting on April 25, 2023, at 12:30 p.m. (local time) at the Rollins, Inc. Corporate Offices at 2170 Piedmont Road, N.E., Atlanta, GA 30324. WITHHOLD o o o o o FOR o o o o o