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. )
x
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Check the appropriate box:
¨oPreliminary Proxy Statement
¨oCONFIDENTIAL, 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))
xDefinitive Proxy Statement
¨oDefinitive Additional Materials
¨oSoliciting 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)

Payment of Filing Fee (Check the appropriate box):
xNo fee required.
¨oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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the





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ROLLINS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SHAREHOLDERS
2170 Piedmont Road, N.E.,NE, Atlanta, Georgia 30324


TO THE HOLDERS OF THE COMMON STOCK:

PLEASE TAKE NOTICE that the 20182024 Annual Meeting of StockholdersShareholders (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, 2018,23, 2024, at 12:30 P.MP.M. for the following purposes, as more fully described in the proxy statement accompanying this notice:

1.To elect four Class II director nominees to serve as directors of the Company until our 2027 annual meeting of shareholders, or until their successors are duly elected and qualified;

2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and
1.To elect three Class II nominees identified in the attached Proxy Statement to the Board of Directors;

2.To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018;

3.To approve the proposed 2018 Stock Incentive Plan;

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

3.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, 201814, 2024 is attached.

The Board of Directors has fixed the close of business on February 28, 2018,March 1, 2024 as the record date for the determination of stockholdersshareholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

ThisAs 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 20172023 Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Voting can2023 (the “Annual Report”), available to our shareholders electronically via the internet. On or about March 14, 2024, we mailed to our shareholders an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be completedheld on April 23, 2024 (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/.
mail unless you request a copy. The Notice instructs you on how to access and review all important information contained in the Proxy 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 regardingNotice Regarding the availabilityAvailability of proxy materialsProxy Materials for the Annual Meeting of the StockholdersShareholders to be held on April 24, 2018:23, 2024: The proxy statementProxy Statement and annual report to security holdersAnnual Report are available at
http://www.edocumentview.com/ROL.www.viewproxy.com/ROL/2024.

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

BY ORDER OF THE BOARD OF DIRECTORS
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Elizabeth B. Chandler
Secretary
Atlanta, Georgia
March 14, 2024
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.




Table of Contents
4
4
4
4
5
6
Board Leadership Structure
6
Role of the Board
6
The Board’s Role in Oversight of Risk Management
7
The Board’s Role in Oversight of Cybersecurity Risk Management
7
The Board’s Role in Oversight of Sustainability Matters
8
The Board’s Role in Oversight of Human Capital Management Matters
8
Director Independence and New York Stock Exchange Requirements
8
Director Independence
8
Nonmaterial Relationships
9
Director Criteria and Qualifications
9
Director Selection and Screening Process
9
Director Onboarding and Continuing Education
9
Director Candidates Recommended by Shareholders
10
Director Communications
11
Corporate Governance Guidelines
11
Code of Business Conduct and Ethics
11
Committees of the Board of Directors
11
Board and Board Committee Meetings
14
Executive Sessions
15
Overview of the Non-Employee Director Compensation Program
16
2023 Annual Non-Employee Director Compensation Program
16
2023 Director Compensation Table
17
Non-Employee Director Stock Ownership Guidelines
17
18
Key Attributes, Experience and Skills of Director Nominees and Continuing Directors
19
25
Overview
25
Nominees
25
Report of the Audit Committee
26
Independent Registered Public Accounting Firm
27
Fees of the Independent Registered Public Accounting Firm
27
Pre-approval of Services
28
29
Overview
29
30
31
Executive Compensation Practices and Governance Policies
31
General Compensation Objectives and Guidelines
32
Fiscal 2023 Named Executive Officer Compensation Details
32
Compensation Elements
32
Base Salary
33
Performance-Based Cash Incentive
34
Equity-Based Awards
35
Other Compensation
38
Health and Retirement Plans
38
Perquisites and Other Personal Benefits
38
Executive Employment Arrangements
38
Compensation Setting Process
38
Role of the Human Capital Management and Compensation Committee
38
Role of Management
39
Role of the Human Capital Management and Compensation Committee Consultant
39
The Role of Shareholder Say-on-Pay Votes
39
Peer Group Benchmarking Analysis
39
Policies Regarding Stock Ownership by Executive Officers
40
Stock Ownership Guidelines
40
Our Policies Regarding Hedging and Pledging
41
Clawback Policy
41
Tax Deductibility of Compensation
41
41
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45
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50
51
52
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59
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63
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Letter from our Executive Chairman of the Board
To our Shareholders,
On behalf of the Board of Directors, we are pleased to share that we will hold our 2024 Annual Meeting of Shareholders on Tuesday April 23th, 2024, at 12:30 P.M.
Thanks to our team members, we had another year of tremendous growth and solid financial results in 2023. 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.
Updated Strategic Objectives
In 2023, we assessed the business environment, as well as our own strengths and opportunities and have aligned around key strategic objectives that will help us to drive continued success for Rollins.
First and foremost, we promote a people first mindset that emphasizes the importance of prioritizing the well-being and development of the individual, as well as our collective team, in all aspects of our business. We put our customers and colleagues first, knowing that in order to provide the best customer experience, we must focus on cultivating our position as the employer of choice in our industry. Our people are a key competitive advantage, so we must invest in tools, training and development opportunities that make working at Rollins an enjoyable and rewarding experience.

When you put people first, you also build customer loyalty by ensuring that our team members have the skills and resources needed to provide exceptional customer service. We are focused on building relationships and trust with our customers by consistently striving to exceed their expectations.

Another key tenet of our culture is promoting a growth mindset throughout our business. Change is constant in today’s environment, so we must remain open and adaptable to new ideas for continuous growth.

As a complement to our growth mindset, our dedication to continuous improvement and operational efficiency is another key tenet of our strategy and culture. We approach our operations from the perspective that we can improve upon everything we do. We are constantly striving to improve our service levels by optimizing our business model and modernizing our business.

We believe that our alignment around these key strategic areas of focus will help us to grow faster than our market, position our business for the future, and deliver value for all stakeholders, including our customers, our employees, and our shareholders.
Board of Directors Update
We are thankful for the continued commitment of time and expertise of our Board members and remain committed to assembling the best team to guide us in our pursuit of long-term value for our stakeholders. As of the Annual Meeting of Shareholders, we will say a respectful farewell to Jerry W. Nix who has served us faithfully over the years and present a new director nominee, Dale E. Jones.
Moving Forward
I am optimistic about our future and what we can accomplish together in 2024. 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 about the future and our ability to deliver long-term shareholder returns.
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Gary W. Rollins
Executive Chairman of the Board


PROXY STATEMENT

This Proxy Statement and a form ofWe are furnishing the proxy were first mailedmaterials to stockholdersshareholders on or about March 21, 2018. 14, 2024. The Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 23, 2024, Proxy Statement and the Annual Report are available at http://www.viewproxy.com/ROL/2024.
The following information concerning the proxy and the matters to be acted upon at the Annual Meeting of StockholdersShareholders to be held on April 24, 2018,23, 2024, is submitted by the Company to the stockholdersshareholders 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 and in favor of ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 20182024. We have designated Gary W. Rollins and in favorJohn F. Wilson, the Company’s Executive Chairman and Vice Chairman, respectively, as proxies for the 2024 Annual Meeting of the 2018 Stock Incentive Plan.

Shareholders.
A stockholdershareholder 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 stockholdershareholder 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 stockholdersshareholders 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 stockholdershareholder 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 stockholdershareholder 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 stockholdersshareholders 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, 2024 consisted of 218,197,322484,535,309 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, 2024, the record date for determining stockholdersshareholders 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. The proposal to ratify our independent auditors is considered a routine proposal upon which brokers may vote without instruction. Therefore, there likely will be broker non-votes that are not cast with respect to Proposal 1 but are voted by the broker with respect to Proposal 2. 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:
PROPOSALVOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTION AND BROKER NON-VOTES
Proposal No. 1:
The election of four Class II director nominees to serve as directors of the Company until our 2027 annual meeting of shareholders, or until their successors are duly elected and qualified.
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 four Class II nominees receiving the most votes will be elected.
Proposal No. 2:
To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
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 2024.
Abstentions will have the effect of a vote against this proposal.
Broker non-votes are not relevant to this proposal and will be disregarded.
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 564.69% percent of the outstanding shares of Common Stock as of the record date, will be voted for the director nominees and for the ratification of the appointment of the Company’s independent registered public accounting firm, and for the approval of the 2018 Stock Incentive Plan.firm.



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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 the 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:

ELECTIONBOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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. Board Leadership Structure
The nominees for election at the 2018 Annual Meeting are now directors of the Company. The directors in Class II will serve for a term of three years. 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
 *
           
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
 *
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
 *





8


(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. As of January 2023, Gary W. Rollins began serving as the position ofExecutive Chairman of the Board, since October 1991. He is also Chairman of the Board for Marine Products Corporationand Jerry E. Gahlhoff, Jr. began serving as well as RPC, Inc. Mr. Rollins has been a Director of Dover Motorsports, Inc. since 1996President 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. He serves as Vice Chairman of the Company. In addition, Mr. Rollins is the 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 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 asExecutive Chairman.
In order to continue to drive a Vice President of the Company. Mr. Wilson joinedhigh performing Board, the Company in 1996has continued to elect a Lead Independent Director who is responsible for identifying issues for the Board to consider 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 Collegeproperly addressing issues 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. Rollinsall directors being heard. Jerry W. Nix has served as athe Lead Independent Director of Marine Products Corporation since 2017.

Our Boardthe Board; however, following the Annual Meeting of Directors recommendsShareholders, 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 Companynew Lead Independent Director 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.

elected.
The Board of Directors adoptedbelieves 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 grantscurrent leadership structure consisting 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. 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 effects 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 the 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 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 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. 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 Board 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.

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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 Shareholders.
•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 shareholders, 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 eleven 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 shareholders 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.

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

Our Board’s oversight of risk has not been delegated to any Board Committee. “Risk”“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 assists in identifying, monitoring and mitigating the Company’s key 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 and the Board review the prioritization of the Company’s most important risks and the Company’s key 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 providesdepartments, which provide reports to the Board with a summary of insurance coverage annually and updates as deemed necessary.Audit Committee. 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 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 workplace 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 sustainability 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 supports the Board with oversight responsibility of our cybersecurity risks. The Company has security incident response policies and procedures for identifying, assessing, and managing material risks arising from cybersecurity incidents, including those arising from third-party service providers. The Audit Committee monitors the cybersecurity risk management and cyber control functions, including external security audits, and receives periodic updates from experienced senior management knowledgeable about assessing and managing cyber risks, including, as appropriate, updates on the prevention, detection, mitigation, and remediation of cyber incidents. The Audit Committee also receives regular quarterly reports from our Chief Information Security Officer and reviews our information technology and cybersecurity risk profile. Cybersecurity incidents that significantly impact the confidentiality, integrity, or availability of Company data or the reliability of the Company system or network are reported to the Audit Committee.

Further, our privacy compliance and digital risk management initiatives focus on the threats and risks to enterprise information and the underlying information technology systems processing such information as part of the implementation of business processes. We have also implemented policies and procedures for the assessment, identification, and management of material risks from cybersecurity threats, including internal training, system controls, and monitoring and audit processes to protect the Company from internal and external vulnerabilities and to comply with consumer privacy laws in the areas in which we operate. Further, we limit retention of certain data, encrypt certain data and otherwise protect information to comply with consumer privacy laws in the areas in which we operate.

The Company also has a cross-functional group of representatives from several departments that comprise the Cybersecurity and Privacy Committee, which meets and discusses information at least quarterly related to cybersecurity and privacy compliance at the Company, including training, policies, and trends. We also use, among other things, commercially available third parties including vendors, cybersecurity protection systems, software, tools and monitoring to provide security for processing, transmission and storage of protected information and data. The systems currently used for transmission and approval of payment card transactions, and the technology utilized in payment cards themselves, all of which can put payment card data at risk, meet standards set by the payment card industry.

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The Company has a global cybersecurity training program that requires all employees with access to the Company networks to participate in regular and mandatory training on how to be aware of, and help defend against, cybersecurity risks. Also, the Company regularly tests the efficacy of its training efforts as well as its systems to assess vulnerabilities to cybersecurity risks, including tabletop incident response exercises. We also regularly review our privacy policies to confirm compliance with all applicable data privacy regulations.
The Board’s Role in Oversight of Sustainability Matters
The Nominating and Corporate Governance Committee, pursuant to its charter, has responsibility for oversight of our sustainability initiatives and strategy. We also have a management-level Sustainability Oversight Committee that is comprised of diverse representatives from multiple business functions within the organization and led by our General Counsel. The Sustainability Oversight Committee is responsible for setting our sustainability 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 sustainability-related risks and opportunities. Our goal is to prioritize our sustainability efforts to drive value for stakeholders and our business. For 2023, the Company focused on prioritizing areas such as safety, workplace inclusion and sustainability. The Company issued its 2022 Sustainability Report in 2023 and plans to issue its 2023 Sustainability Report later this year.
The Board’s Role in Oversight of Human Capital Management Matters
The Human Capital Management and Compensation Committee, pursuant to its charter, has responsibility for oversight of the Company’s human capital management strategy and policies, including, but not limited to those policies and strategies regarding workplace inclusion. The Human Capital Management and Compensation Committee receives updates from senior management throughout the year on key talent metrics for the overall workforce, including metrics related to workplace inclusion and also receives reports on the Company’s recruiting, training and education, talent acquisition and career development programs.
Director Independence and NYSE Requirements
Controlled Company Exemption. We have elected to be treated as a “controlled company” as defined by New York Stock Exchange Section 303A.00. 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 Exchange 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 ofRequirements
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. TheUnder 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 “NYSE”) Listed Company Manual, no director qualifies as independent unless the Company’s Corporate Governance Guidelines) are posted onBoard affirmatively determines that the Company’s website at www.rollins.com under the Governance section and include categorical standards for determining independence in specified situations.



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Audit Committee Charter. Under the Company’s Audit Committee Charter, in accordancedirector 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.
The Board has affirmatively determined that each member of the Nominating and Corporate Governance Guidelines.Committee and the Human Capital Management and Compensation Committee are “independent” under our Independence Guidelines, the NYSE listing standards, the Exchange Act and SEC rules and regulations promulgated thereunder, and the respective 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.
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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 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.

2.Mr. Tippie is Chairman of the Board of Directors of Dover Motorsports, Inc. 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 also serve on the Boards of RPC, Inc. and Marine Products Corporation. Ms. Pamela R. Rollins serves on the Board of Marine Products Corporation. Messrs. Gary and Randall Rollins are directors of RPC, Inc. and Marine Products Corporation, and have 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 is an executive officer of Marine Products Corporation. Ms. Pamela R. Rollins was employed by the Company in various roles from 1997-2008.

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.

1.Susan R. Bell and Patrick J. Gunning retired from Ernst & Young, LLP (EY) as Partners in 2020. EY provided various consulting services to the Company during 2020, 2021, 2022 and 2023 relating to foreign tax matters.
2.Susan R. Bell, Patrick J. Gunning and Jerry W. Nix serve on the Boards of RPC, Inc. and Marine Products Corporation. These companies are controlled by the Significant Shareholder Group as defined below.
3.Donald P. Carson was an executive officer of entities controlled by Gary W. 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 a paid consultant to one of these entities.
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 current and nominated non-management directors have been determined by the Board to be independent, except Pamela R. Rollins.
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 membersNominating 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 the Auditbackground, viewpoint, experience, education, race, gender, national origin or other considerations. However, our Nominating and Corporate Governance Committee are also independentacts under the heightened standards required for Audit Committee members.

In accordance with the NYSE corporate governance listing standards, Mr. Henry B. Tippie was elected as the Presiding Director. The Company’s non-management directors meet at regularly scheduled executive sessions without management. Mr. Tippie presides during these executive sessions.

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.”

We haveDirector 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 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
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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.
Director Candidates Recommended by Shareholders
Our Amended and Restated By-Laws provide that any shareholder 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 shareholders 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 shareholders who satisfy the above notice requirements. In addition, a shareholder intending to solicit proxies in support of non-Company director nominees must provide the notice required under SEC Rule 14a-19 to our Corporate Secretary no later than February 22, 2025.









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Director Communications
The Company also has a process for interested parties, including shareholders, 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:
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 posted on our website at www.rollins.com under the “Investor Relations – Corporate Governance” section. All communications received from interested parties are forwarded to the Board. Any communication addressed solely to the Lead Independent Director or the non-management directors will be forwarded directly to the appropriate addressee(s).
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to formalize and promote better understanding of our policies and procedures. At least annually, theThe Board reviews these guidelines.guidelines annually. 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 – Overview.” As required by the rules of the New York Stock Exchange, ourOur 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.management.


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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 ourEthics
The Company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers and employees generally, as well as a 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 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 Transaction PolicyTransactions 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.www.rollins.com under the section titled “Governance – Governance Documents.”

Director Communications
The Company also has a process for interested parties, including stockholders, to send communications toCommittees of the Board of Directors Presiding Director, any
Our Board has an Audit Committee, a 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 2023, we had special meetings of disinterested directors composed of Susan R. Bell, Jerry E. Gahlhoff, Patrick J. Gunning, P. Russell Hardin, Gregory B. Morrison, Jerry W. Nix, Louise S. Sams and John F. Wilson for the purposes of evaluating and reviewing a secondary offering by the Significant Shareholder Group, as defined below which included a Registration Rights Agreement, Shelf Registration Statement, and Prospectus.
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 postedavailable on our website at www.rollins.com under the section titled “Governance section. All communications received from interested parties– Governance Documents.”
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Audit Committee

Current Members:
Susan R. Bell (Chair)
Donald P. Carson Patrick J. Gunning
Gregory B. Morrison
Key Responsibilities:
•Appoints and meets independently with the Company’s independent registered public accounting firm to audit the Company’s financial statements.
•Assesses the independence and oversees the performance of the Company’s independent registered public accounting firm.
•Pre-approves all audit and all permissible non-audit services to be performed by the Company’s independent registered public accounting firm.
•Discusses 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 the SEC or other regulations.
•Reviews the Company’s financial statements and critical accounting policies and estimates.
•Reviews the adequacy and effectiveness of our internal controls and disclosure controls and procedures.
•Assesses the performance of the Company’s internal audit department.
•Reviews the Company’s insider trading and anti-corruption policies.
•Oversees 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.
•Reviews and discusses with management the Company’s internal control procedures associated with the Company’s sustainability reporting.
•Oversees the Company’s ERM process and 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. Carson, Gunning and Morrison. The Board has concluded that (i) Mr. Gunning and Ms. Bell are forwardedqualified 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.
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Human Capital Management and Compensation Committee
Current Members:
Jerry W. Nix (Chair)
Gregory B. Morrison
Louise S. Sams
Key Responsibilities:
•Reviews the Company’s executive compensation philosophy and strategy.
•Reviews and approves the corporate goals and objectives relevant to the compensation of the Company’s CEO and executive officers.
•Evaluates the performance of the Company’s CEO and executive officers.
•Reviews the compensation of the Company’s non-employee directors for service on the Board and its committees and recommends changes to the Company’s director compensation program as appropriate.
•Determines the stock ownership guidelines for the Company’s CEO, executive officers, and other key executives and monitors compliance with such guidelines.
•Approves grants of awards under the Company’s equity incentive plans and adopts or modifies 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, which it has done for non-NEO stock grants.
•Retains an independent Compensation Consultant and oversees the qualifications, performance, and independence of the Compensation Consultant.
•Receives updates from senior management throughout the year on key talent metrics for the overall workforce, including metrics related to workplace inclusion and also receives reports on the Company’s recruiting, training and education, talent acquisition and career development programs.
•Oversees the Company's succession plan for its management.
•Oversees the development and management of the Company’s human capital management strategy and policies, including but not limited to those policies and strategies regarding workplace inclusion.
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. None of these 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 2023 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.
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Nominating and Corporate Governance Committee
Current Members:
Jerry W. Nix (Chair)
Donald P. Carson P. Russell Hardin
Louise S. Sams
Key Responsibilities:
•Determines the appropriate qualifications required of the members of the Board.
•Recommends Board committee chairs and assignments.
•Recommends to our Board nominees for director and considers any nominations properly made by a shareholder.
•Makes recommendations to our Board regarding the agenda for our annual shareholders’ meetings and with respect to appropriate action to be taken in response to any shareholder proposals.
•Conducts periodic reviews of the composition and size of the Board and its committees, as well as the frequency and procedures of Board meetings.
•Oversees compliance with key corporate governance policies, including the company’s Corporate Governance Guidelines and Independence Guidelines.
•Reviews and approves related party transactions.
•Reviews and monitors the Company’s sustainability and business practices, policies, programs and public disclosures.
•Reviews and assesses the adequacy of the Company’s Code of Business Conduct and Ethics.
Board and Board Committee Meetings
Under our Corporate Governance Guidelines, directors are expected to attend all regular and special meetings of the Board and Board committees upon which they serve. Directors are also expected to attend the Annual Shareholders Meeting. Each incumbent director attended at least 75 percent of Directors. Any communication addressed solely to the Presiding Director oraggregate of the Board meetings held in 2023 and the meetings of the committees on which they served during 2023, and all members of the Board at that time attended last year’s Annual Shareholders Meeting.
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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 2023 and actions taken by unanimous written consent in lieu of meetings:
NameBoard of
Directors		Audit CommitteeHuman Capital
Management and
Compensation
Committee		Nominating and
Corporate
Governance
Committee
Gary W. RollinsC
Susan R. BellMC
Donald P. CarsonMMM
Jerry E. Gahlhoff, Jr.M
Patrick J. GunningMM
P. Russell HardinMM
Gregory B. MorrisonMMM
Jerry W. NixMCC
Pamela R. RollinsM
Louise S. SamsMMM
John F. WilsonM
# of Meetings Held
12(1)
754
# of actions Taken by Written Consent3—1—
(1) Five of these meetings were special meetings of disinterested directors.
Executive Sessions
Our Corporate Governance Guidelines require that the non-management directors will be forwarded directly tomeet in at least two regularly scheduled executive sessions per year without management. Our non-management directors meet at regularly scheduled executive sessions without management. In accordance with the appropriate addressee(s).

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COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

None ofNYSE corporate governance listing standards, Mr. Nix, as the Lead Independent Director, presides over the executive sessions. All current and nominated non-management directors named on page 8 who serve on the Company's Compensation Committee are currently employees of the Company. Mr. Tippie was employedhave been determined by the Company from 1953Board to 1970, and held several offices with the Company during that time, including as Executive Vice President – Finance, Secretary, Treasurer and Chief Financial Officer.be independent, other than Ms. Rollins. The independent directors meet separately at least once annually.


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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. 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 shareholders. 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 executive compensation advisory firm, 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.
2023 Annual Non-Employee Director Compensation Program
Under the Director Compensation Program in effect in 2023, our Non-Employee Directors received an annual cash retainer in the amount of $100,000 and an annual equity award consisting of restricted stock with a fair value of $100,000, which stock is vested when issued but must be held for a period of one (1) year from the date of such grant and until such director is in compliance with their ownership requirement under the Non-Employee Director Stock Ownership Guidelines. Committee Chairs also received additional annual cash retainers. All cash retainers are payable in equal quarterly installments in arrears, and the equity awards are paid following the Annual Meeting. For each Non-Employee Director who is elected or appointed for the first time, the first quarterly installment of the annual cash retainers will be paid for the first quarter that ends on or after the date of his or her initial election or appointment, prorated based on service during the quarter.
The following table sets forth the 2023 Non-Employee Director Compensation Program:
Board/CommitteeAnnual Chair
Cash Retainer
($)		Annual Equity
Award
($)		Annual
Non-Chair Cash Retainer
($)
Board of Directors— 100,000 100,000 
Audit Committee(1)
20,000 — — 
Human Capital Management and Compensation Committee10,000 — — 
Nominating and Corporate Governance Committee6,000 — — 
(1)The Chairperson of the Audit Committee also receives an additional $2,500 for preparing to conduct each quarterly Audit Committee meeting.
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2023 Director Compensation Table
The following table sets forth the compensation paid to our directorsNon-Employee Directors for services rendered as a director for the year ended December 31, 2017.2023. 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” on page 43 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. There are no currently anticipated changes to the non-employee director compensation for 2024.

NameFees Earned or
Paid in Cash
($)
Annual Restricted
Stock Award(1)
($)
All Other
Compensation(2)
($)
Total
($)
Susan R. Bell130,000 100,000 — 230,000 
Donald P. Carson100,000 100,000 — 200,000 
Patrick J. Gunning100,000 100,000 — 200,000 
P. Russell Hardin100,000 100,000 — 200,000 
Gregory B. Morrison100,000 100,000 — 200,000 
Jerry W. Nix116,000 100,000 — 216,000 
Pamela R. Rollins(2)
100,000 100,000 27,591227,591 
Louise S. Sams100,000 100,000 — 200,000 
Under(1)Amounts in this column represent the compensation arrangements effective since January 1, 2015, non-management directors each receive an annual retainer fee of $40,000. This retainer fee was increased to $50,000 effective January 1, 2018. In addition, the Chairmangrant date fair value of the Audit Committee receives an annual retainer of $20,000,equity awards granted to the Chairmannon-employee directors, calculated in accordance with FASB ASC Topic 718. The amounts reported in this column represent the fair value of the Compensation Committee receives antotal number of shares issued to each director rounded up to the nearest whole dollar. These equity grants must be held for a period of one (1) year from the date of the grant.
(2)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 aircraft, as well as the tax gross-up of such usage. For further information, please see "Certain Relationships and Related Party Transactions" on page 63.
Non-Employee Director Stock Ownership Guidelines
Under Stock Ownership Guidelines (“Guidelines”), Non-Employee Directors are required to beneficially own, within five years from the date they become subject to the Guidelines, common stock of the Company equal in value at least three times the non-employee director annual cash retainer determined as of $10,000the last day of the prior fiscal year with the average closing price of the prior 90 days. Non-Employee Directors are prohibited from selling Company stock granted to such director by the Company for a period of one (1) year from the date of such grant and until such director is in compliance with their ownership requirement under the ChairmanGuidelines.
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INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS
The following table sets forth the names, ages as of March 1, 2024, and certain 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.

NameClassAgeIndependentDirector SinceCurrent Term
Expires
DIRECTOR NOMINEES:
Gary W. RollinsII79No19812024
Pamela R. RollinsII67No20152024
P. Russell HardinII66Yes20232024
Dale E. JonesII64Yes--
CONTINUING DIRECTORS:
Jerry E. Gahlhoff, Jr.I51No20212026
Patrick J. GunningI64Yes20212026
Gregory B. MorrisonI64Yes20212026
Susan R. BellIII61Yes20212025
Donald P. CarsonIII74Yes20212025
Louise S. SamsIII66Yes20222025
John F. WilsonIII66No20132025
For meetings

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Key Attributes, Experience and Skills of Director Nominees and Continuing Directors
Director Nominees
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Gary W. Rollins
Executive Chairman of the Board

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 42-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 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.
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Pamela R. Rollins
Community Leader
Pam R. Rollins is the granddaughter of O. Wayne Rollins, the founder of Rollins, Inc., and is a 3rd generation member of a 5th generation family. Ms. Rollins worked as a real estate manager under her grandfather’s direction and guidance from 1979 to 1984, after which, she focused on raising her two children, Michael and Margaret. Upon returning to the workforce, Ms. Rollins was employed with the Orkin Exterminating Company in customer service for 10 years.

Ms. Rollins is currently a Director the Marine Products Corporation and RPC, Inc. as well as a Director and Officer of LOR, Inc. and the Rollins Holding Company. Ms. Rollins has served as a Director of Rollins, Inc. since 2015 and has extensive knowledge of the Company’s business and industry.

Ms. Rollins serves as a Trustee on the boards of the O. Wayne Rollins Foundation, the Ma-Ran Foundation, the Rollins Child Development Center and Young Harris College. Ms. Rollins holds a B.A. Degree from Stephens College with a major in Family and Community Studies.

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P. Russell Hardin
President of the Robert W. Woodruff Foundation
Member of the Nominating and Corporate Governance Committee
P. Russell Hardin has served as a Director of Rollins, Inc. since April 2023. He 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. Currently, Mr. Hardin has served as a trustee of Northwestern Mutual Life Insurance Company since 2011 and 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.
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Dale E. Jones
Chief Executive Officer, Magna Vista Partners
Dale E. Jones is a new nominee for Director of Rollins, Inc. Mr. Jones has served as Chief Executive Officer of Magna Vista Partners, a global leadership consulting firm, since September 2022. He has also served as a senior advisor to Diversified Search Group, an executive search firm, since January 2022, where he previously served as President and Chief Executive Officer from January 2015 to December 2021 and as President from October 2013 to January 2015. Prior to that, Mr. Jones served as Vice Chairman and partner of the CEO and Board Practice in the Americas at Heidrick & Struggles from 2009 to 2013. From 2007 to 2009, he served as Chief Executive Officer of PlayPumps International and as Executive Vice President of Revolution LLC, a venture capital firm that funded a philanthropic initiative to provide clean drinking water to Africa. Mr. Jones held several executive leadership positions at Heidrick & Struggles from 1999 to 2007.

Mr. Jones has served on the boards of directors of Chick-fil-A, Inc., a fast food restaurant chain, since January 2021, and of Outset Medical, Inc., a medical technology company, since 2022. Previously, he served on the boards of directors of Northwestern Mutual, a financial services company, from 2007 to May 2022, of Kohl’s Corporation, an omnichannel retailer, from 2008 to 2016, and of Hughes Supply from 2003 to 2006 (prior to its acquisition by The Home Depot). He also has served on the Advisory Board of Crider Foods since 2023. Mr. Jones has extensive knowledge and experience with business strategy, board issues and corporate governance, and human capital. Mr. Jones holds a B.A. from Morehouse College.
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Continuing Directors
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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 an audit and business 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, process improvement, strategic planning, diversity and inclusion initiatives, mergers and acquisitions, dispositions, initial public debt and equity offerings and other U.S. and international capital markets transactions.

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. Ms. Bell is the past president of IWF Georgia Inc., a non-profit affiliate of IWF Global, and serves on its board of directors. She also serves on the Adkerson School of Accountancy Advisory Board at Mississippi State University. She has served on a number of other non-profit boards in a variety of leadership roles including as past chair of the board of United Way of Greater Atlanta, audit and finance committee chair of the National Center for Civil and Human Rights and the Woodruff Arts Center, and finance committee chair of the Atlanta Historical Society. 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.
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Donald P. Carson
Co-founder and Managing Director, The Ansley Capital Group, LLC and Ansley Securities LLC,
Member of the Nominating and Corporate Governance Committee
Member of the Audit 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.
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Jerry E. Gahlhoff, Jr.
Chief Executive Officer and President
Jerry E. 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 serves on the Board of Directors of Zoo Atlanta. Mr. Gahlhoff received a Master of Science in Entomology from the University of Florida.
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Patrick J. Gunning
Retired Chief Financial Officer, 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 Boards of Directors of RPC, Inc. and Marine Products, Inc. At both companies, he chairs the Audit Committees and is a member of the Nominating and Governance Committees and Human Capital and Compensation Committees, all roles he has held since 2021. Mr. Gunning also currently serves on the Board of Trustees of the Robert W. Woodruff Arts Center, serving on its Finance and Audit Committees. Mr. Gunning received a Bachelor of Business Administration degree in Accountancy from the University of Notre Dame, and he is a Certified Public Accountant in the state of Georgia.
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Gregory B. Morrison
Retired 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
22

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 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.
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Louise S. Sams
Retired Executive Vice President and General Counsel, 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.

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.
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John F. Wilson
Vice Chairman of the Board
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.
24

PROPOSAL 1:
ELECTION OF DIRECTORS
Overview
Our Board of Directors $2,500.
For meetingsis currently composed of eleven members. In accordance with our Amended and Restated By-Laws, our Board is divided into three classes of directors. At the Annual Meeting, four director nominees are up for election this year. Each director’s term continues until the Annual Meeting of Shareholders in 2027 or until the election and qualification of his or her successor, or such director’s earlier death or resignation. The nominees for election at the 2024 Annual Meeting are now directors of the Compensation Committee, $2,000.
For meetingsCompany, with the exception of Mr. Jones 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. Seven 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.


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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. Rollins, Hardin and Jones and Ms. Rollins will be nominated to serve as amended,Class II Directors to be elected for a three-year term expiring in 2027. 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 II director nominees above.
25

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 four 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, 2017,2023, the Audit Committee:
•Approved the engagement and terms of engagementservice of Grant ThorntonDeloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2017;2023;
•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 theirthe Forms 10-Q being filed with the SEC. In addition,SEC, as well as the Committee reviewed allfinancial information in each quarterly earnings releases with management and the Company’s independent public accounting firm prior to their 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 statementsposition of the Company as of December 31, 20172023 and 20162022 and the related statements of income, comprehensive earnings, shareholders’ equity and cash flows for each of the three years ended December 31, 2017;2023 including the related footnotes and financial statement schedule, and the related ICFR;
Reviewed and discussed•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;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 Public Company Accounting Oversight BoardPCAOB 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 the Company and subsidiaries as of December 31, 2017 and 2016 and for the three years ended December 31, 2017 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20172023 for filing with the Securities and Exchange Commission.

SEC. The Audit Committee also reappointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024. Shareholders are being asked to ratify that selection at the Annual Meeting.
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.statements and related internal controls.


SubmittedRespectfully submitted by the Audit Committee of the Board of Directors.Directors
HenrySusan R. Bell, Chairperson
Donald P. Carson
Patrick J. Gunning
Gregory B. Tippie, Chairman
James B. Williams
Bill J. Dismuke
Larry L. Prince

Morrison
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26



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.
COMPENSATION DISCUSSION AND ANALYSIS

Independent Registered Public Accounting Firm
CompensationThe Audit Committee

During conducted a competitive selection process to determine the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Committee invited several public accounting firms to participate in this process, including Grant Thornton LLP, the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2017,2022. As a result of this process, following the membersreview and evaluation of proposals from participating firms, on March 24, 2023, the Committee approved the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. On the same date, the Audit Committee approved the dismissal of Grant Thornton as the Company’s independent registered public accounting firm.

Grant Thornton’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through March 24, 2023, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-Kbetween the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Grant Thornton’s satisfaction, would have caused Grant Thornton to make reference thereto in their reports; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

During the fiscal years ended December 31, 2022 and 2021 and the subsequent interim period through March 24, 2023, neither the Company nor anyone on its behalf consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

Deloitte & Touche LLP is considered by management to be well qualified. Representatives of Deloitte & Touche LLP 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.
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 Deloitte & Touche LLP for our fiscal year ended December 31, 2023.
2023
Audit Fees(1)
$2,066,251 
Audit-Related Fees— 
All Other Fees(2)
$1,895 
Total$2,068,146 
(1)Audit fees represent fees for professional services provided in connection with the integrated audit of our Compensationfinancial 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.
(2)Includes fees primarily related to subscription services.
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Pre-approval of Services
All of the services described above were pre-approved by the Company’s Audit Committee held primary responsibilityor 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 determining executive compensation levels.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 year 2023 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 compensation consultantsAudit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.
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PROPOSAL 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Overview

The Audit Committee of the Board of Directors has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2024. During fiscal 2023, Deloitte & Touche LLP served as our independent registered public accounting firm. Representatives of Deloitte & Touche 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 we are not required to seek ratification of this appointment, the Audit Committee and the Board of Directors believes it is appropriate to do so. If shareholders do not ratify the appointment of Deloitte & Touche LLP, the current appointment will stand, but the Audit Committee will consider the shareholder action in determining or recommendingwhether to retain Deloitte & Touche LLP as our independent registered public accounting firm for future fiscal years.

Our Board of Directors recommends a vote FOR the amount of form of executive compensation.

The Compensation Committee believes that determinations relative to executive compensation levels are best left to the discretionratification of the Committee. In addition to the extensive experience and expertiseappointment of the Committee’s members and their familiarity withDeloitte & Touche LLP as the Company’s performance andindependent registered public accounting firm for the performance2024 fiscal year.
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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 Committee is able to drawsection titled “Information Regarding Director Nominees and Continuing Directors” on the experience of other directorspage 18.
Ken v2.jpg
Kenneth D. Krause, Executive Vice President, Chief Financial Officer and Treasurer, 49
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. He also served in various other leadership roles at MSA Safety, Inc. with increasing levels of responsibility from 2006 to 2015. Prior to MSA Safety, Inc., Mr. Krause was a senior manager in the audit practice of KPMG, an international accounting firm.

Mr. Krause currently serves as a member of the Metro Atlanta Chamber Board of Directors. 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. He is a CPA with inactive status in the state of Pennsylvania.
Elizabeth B. Chandler.jpg
Elizabeth B. Chandler, Vice President, General Counsel and Corporate Secretary, 60
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. She also has served on the Advisory Board of Crider Foods since 2023. Ms. Chandler received a Bachelor of Business Administration in International Business and a Juris Doctorate from the University of Georgia.
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and on various legal and accounting executives employed by the Company, and the Committee has access to the wealth of readily available public information relative to structuring executive compensation programs and setting appropriate compensation levels. The Committee also believes that the structure ofAnalysis describes our executive compensation programs should not become overly complicated or difficult to understand. Theprogram and provides an overview of how the Human Capital Management and Compensation Committee solicits input frommade compensation decisions in 2023 for each of our Chiefnamed executive officers, which consist of our Principal Executive Officer, with respect toour Principal Financial Officer, and the performance of ournext three most highly-compensated executive officers (other than our Principal Executive Officer and theirPrincipal Financial Officer) who were serving in such capacity at the end of the fiscal year 2023. For a complete understanding of the executive compensation levels.

The Role of Shareholder Say-on-Pay Votes

The Company provides its shareholdersprogram, this disclosure should be read in conjunction with the opportunity to cast an every three years advisory vote"Summary Compensation Table" on page 43 and other executive compensation (a “say-on-pay proposal”). At the Company’s annual meeting of shareholders heldcompensation-related disclosures included in April 2017, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Compensation Committee believes this affirms shareholders’ support of the Company’s approach to executive compensation. The shareholders voted to hold a say-on-pay advisory vote on executive compensation every three years, and the Board resolved to accept the shareholders’ recommendation.  As a result, the advisory vote on executive compensation will be held again at the 2020 Annual Meeting. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for theProxy Statement.
In fiscal 2023, our named executive officers.officers were:

Named Executive OfficerPosition with the Company in 2023
Gary W. RollinsExecutive Chairman of the Board
Jerry E. Gahlhoff, Jr.President and Chief Executive Officer
Kenneth D. KrauseExecutive Vice President, Chief Financial Officer and Treasurer
John F. WilsonVice Chairman of the Board
Elizabeth B. ChandlerVice President, General Counsel and Corporate Secretary
Executive Compensation Practices and Governance Policies
What We DoWhat We Don’t Do
✓
Pay for Performance
A component of our named executive officers’ total compensation is directly linked to the Company’s performance, and approximately 80% is "at risk".
x
No Short-Selling or Derivatives Trading
Our Insider Trading Policy prohibits named executive officers (like all our employees and directors) from short selling our securities and from purchasing or selling derivatives. They (and our directors) are also subject to additional prohibitions on pledging.
✓
Align the Interests of Executives with those of Our Shareholders
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 Executive Pension Plans or SERPs
We only maintain a deferred compensation plan and a standard 401(k) plan.
✓
Independent Compensation Committee
Our Human Capital Management and Compensation Committee is composed solely of independent directors.
✓
Independent Compensation Consultant
Our Human Capital Management and Compensation Committee directly retains an independent compensation consultant.
✓
Clawback Policy
In 2023, we adopted a Clawback Policy which provides certain triggers for mandatory recovery of erroneously awarded compensation.
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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 39) to assess the comparability of the Company’s pay practices to confirm 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, (ii) executives;
•motivate performance to achieve Company objectives,objectives; and (iii)
•align the interests of our executives with the long-term interests of the Company’s stockholders.shareholders.

In pursuing our objectives, we strive to provide a balanced approach to compensation policies and practices which does not promote excessive risk-taking.
The Human Capital Management and Compensation 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.

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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 areelements:
•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 achievement; and
•grants of stock basedequity-based awards such as restricted stock. stock (variable compensation) and performance share units (variable compensation), which make our executives “think like owners” and, therefore, align their interests with those of our shareholders.
In addition, the Company provideswe provide retirement compensation plans, group welfare benefits and certain perquisites.

We believe that 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 motivated executives in our very competitive market.
Fiscal 2023 Named Executive Officer Compensation Details
Compensation Elements
The Company provides both fixed (salary) and variable (cash and equity incentive) compensation to its named executive officers. The following table sets forth information regarding each of the three core elements of compensation for the executive officers in 2023, including a description of each element. In addition to these three core elements, the named executive officers participate in certain health and retirement plans, as well as receive certain perquisites and personal benefits, described in more detail under “Other Compensation” below.
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Core Compensation ElementDescription
Base SalaryFixed cash compensation based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance.
Performance-Based Cash IncentivePerformance-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.
Equity IncentiveGrants of stock-based awards in the form of time-lapsed restricted stock and performance share units.
The graphics below reflect the approximate general distribution of the three core elements of compensation earned or awarded for fiscal 2023 by our CEO, and on average, by our named executive officers under the Company’s 2023 Executive Bonus Plan and 2018 Stock Incentive Plan:
658
660
Fixed Compensation
15%
Variable
Compensation
85%
Fixed Compensation
26%
Variable
Compensation
74%

The numbers presented in the charts above are calculated in accordance with the presentation in the "Summary Compensation Table" on page 43. Accordingly, the cash incentive component consists of the cash bonuses actually paid out for 2023 performance, but the RSAs and PSUs are valued at fair value on the grant date. Actual value ultimately received by the named executive officers ("NEOs") with respect to these awards may be greater or lesser than the grant date fair value. Fixed compensation presented in the chart consists of base salary and does not include elements presented under the “All Other Compensation” columns in the "Summary Compensation Table." The numbers presented for “Other Named Executive Officers” are averaged for simplicity of presentation, but the mix for individual NEOs varies depending upon their role and responsibilities, as the Human Capital Management and Compensation Committee has deemed appropriate.
Base Salary
Base salary represents the fixed portion of the three core elements described above and is an important element of compensation intended to attract and retain qualified executives. The Human Capital Management and motivate top executives.Compensation Committee reviews the base salaries of our executive officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary). 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. Base salary increases are not automatic or guaranteed.
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2023 Base Salary Adjustments
In 2023, the Human Capital Management and Compensation Committee adjusted the base salaries of the Company’s named executive officers as follows:
Named Executive Officer2022 Salary2023 Salary% Increase
Gary W. Rollins$1,449,000 $1,449,000 — %
Jerry E. Gahlhoff, Jr.$690,000 $1,000,000 44.9 %
Kenneth D. Krause$675,000 $702,000 4.0 %
John F. Wilson$983,250 $400,000 (59.3)%
Elizabeth B. Chandler$517,500 $538,200 4.0 %

The 44.9% increase in Mr. Gahlhoff’s base salary for 2023 was made due to Mr. Gahlhoff’s increased responsibilities resulting from his assumption of the duties of Chief Executive Officer and Principal Executive Officer, as well as those of President, effective January 1, 2023. Mr. Krause's salary actually paid in 2022 was prorated for the portion of the year he was employed by the Company. This proration of salary is reflected in the "Summary Compensation Table" on page 43. The 59.3% decrease in Mr. Wilson’s base salary for 2023 was made due to the decrease in his responsibilities. Mr. Krause and Ms. Chandler both received a 4% merit increase to their base salaries.
Performance-Based Cash Incentive
In February 2023, the Human Capital Management and Compensation Committee approved the terms of the Rollins, Inc. 2023 Executive Bonus Plan for its named executive officers (the “Executive Bonus Plan”), which replaced the 2022 Executive Bonus Plan. Under the Executive Bonus Plan, the named executive officers have an opportunity to earn bonuses of up to a certain percent of each individual’s annual base salary upon the achievement of performance goals approved by the Human Capital Management and Compensation Committee. Such performance goals for the 2023 Executive Bonus Plan consisted of the following targeted financial measures:
•revenue to plan; and
•pre-tax profit plan achievement.
The performance goals are pre-established by the Human Capital Management and Compensation Committee for all named executive officers and measured annually. The terms of the Executive Bonus Plan allow adjustments by the Human Capital Management and Compensation Committee to performance results to include or exclude, as appropriate, the impact from significant business or product line acquisitions or sales and/or unusual or exceptional charges or revenue. We believe that the incentive-related provisions provide performance incentives that are beneficial to the Company and its shareholders by aligning pay with Company performance. Individual key operating initiatives, which were used in 2022 for certain bonus opportunities, were not utilized in the Executive Bonus Plans for 2023, because the Human Capital Management and Compensation Committee determined that it would be most beneficial for the annual performance-based incentive compensationcash bonuses to be fully aligned with overall Company performance.
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Set forth below is valuablethe 2023 target payout opportunity with respect to each of the performance measures, expressed as a percentage of annual base salary, for each of our named executive officers:

Named Executive OfficerTarget Bonus Opportunity for Pre-Tax Profit ElementTarget Bonus Opportunity for Revenues ElementTotal Target Bonus Opportunity
Gary W. Rollins80%45%125%
Jerry E. Gahlhoff, Jr90%60%150%
Kenneth D. Krause60%40%100%
John F. Wilson50%25%75%
Elizabeth B. Chandler45%30%75%

For each of the two elements of the bonus, threshold performance – which requires achieving 95% of the performance goal under the Company’s plan – results in recognizinga payout equal to 75% of the target bonus opportunity. Performance that exceeds the Company’s plan targets allows the officer to receive payouts exceeding the target bonus opportunity, in an amount scaling up to 125% of the target bonus opportunity, if actual performance equals 105% or more of the performance goal under the Company’s plan. If threshold performance is not achieved for a financial performance measure, there is no payout for that measure. For further information regarding the range of bonus opportunities granted in 2023, see “Grants of Plan-Based Awards in 2023” on page 45.
Revenue to Plan Performance Goal
This performance goal in 2023 was a 7.8 percent year-over-year increase in revenue. The actual revenues achieved for 2023 represented a year-over-year increase in the Company’s revenue of 14 percent, which reflected a 105.7 percent of plan for 2023. Therefore, each named executive officer received 125% of the target bonus opportunity for the revenue element of the plan.
Pre-Tax Profit to Plan Performance Goal

For 2023, the Human Capital Management and rewarding individual achievement. Finally, we believe equity-based compensation makesCompensation Committee elected to use discretion to adjust pre-tax profit for the impact of unusual or exceptional charges. Company performance, following this adjustment, equaled 103.6 percent of the performance goal. Therefore, each named executive officer received 115% of the target bonus opportunity for this element of the plan.
In addition to any bonuses earned under the Executive Bonus Plan, the Human Capital Management and Compensation Committee has the authority to award discretionary bonuses. No discretionary bonuses were awarded for 2023.
Equity-Based Awards
Pursuant to the terms of the Company’s 2018 Stock Incentive Plan, the 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, restricted stock units, performance accelerated restricted stock, performance stock and performance units. Equity-based awards are generally used by the Company as a tool to encourage retention and align the interest of our executives “think like owners” and, therefore, aligns their interests with those of our stockholders.shareholders. Awards under the 2018 Stock Incentive Plan are purely discretionary and may or may not be granted in any given fiscal year. In 2023, the equity component of compensation for named executive officers (as well as certain other employees) continued to include grants of time-lapse restricted stock ("RSAs"), as in past years. However, in 2023 the Human Capital Management and Compensation Committee adjusted the mix of equity grants to these individuals to feature performance share units (“PSUs”). The PSUs will cliff vest after three years based upon the Company’s successful achievement of certain financial performance goals and feature a TSR “Modifier,” as described in more detail below. This mix of equity is designed to continue providing alignment of our executive compensation program with the interests of our shareholders and link longer term compensation of our executives to longer term performance of the Company.

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Effective November 1, 2006,The Human Capital Management and Compensation Committee granted time-lapse restricted stock awards and performance share units to our named executive officers in February 2023, as follows:
Name2023 Grants of Time-Lapse
Restricted Stock Awards
2023 Grants of Performance Share Units(1)
Total 2023 Grants of Equity
Gary W. Rollins45,00022,50067,500
Jerry E. Gahlhoff, Jr72,52536,264108,789
Kenneth D. Krause29,10014,55043,650
John F. Wilson8,2504,12512,375
Elizabeth B. Chandler8,3254,16412,489
(1)The number of PSUs shown in this column represents the total number of shares that would cliff vest assuming the Revenue CAGR and Adjusted EBITDA Margin goals are met at the target level, and the TSR Modifier would cliff vest at target level. The vesting conditions of the PSUs are described in more detail below under "Terms of PSUs."
The amount of the aggregate stock-based awards to our named executive officers in any given year is influenced by many factors. 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 and performance share units to selected executives, although we adopted formalreserve the right to modify or discontinue this or any of our other compensation practices at any time.
Terms of RSAs. Prior to January 2022, all of our time-lapse restricted stock awards had the same features and the shares vest one-fifth per year beginning on the second anniversary of the grant date. For awards of time-lapse restricted stock granted in 2022, the shares 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 vest one-fourth per year beginning on the first anniversary of the grant date. For awards of time-lapse restricted stock granted in 2024, the shares will vest one-third 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 or disability), the unvested shares will be forfeited unless the Human Capital Management and Compensation Committee decides otherwise. In the event of a “change in control” as determined by the Board, all unvested restricted shares shall vest immediately.
Terms of PSUs.PSUs granted in 2023 will cliff vest and convert to shares of common stock at the end of a three-year performance period, if the performance and market targets are met and if the recipient has remained continuously employed by the Company through that date in a position of equivalent or greater responsibility. However, the Human Capital Management and Compensation Committee has retained discretion for certain determinations, and whether targets are met under the PSUs will be determined by the Human Capital Management and Compensation Committee in its discretion. The targets are difficult but achievable to obtain, and it is even more challenging to obtain the maximum level.
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The 2023 PSUs are composed of 3 components, as described below.

1.Revenue CAGR component. Payout of this component at the threshold, target and maximum levels requires that the Company achieve 3-year CAGR (compound annual growth rate) in its revenues within a table set forth in the award agreement. 3-year CAGR (expressed as a percentage) is calculated by first dividing revenue for fiscal year 2025 by revenue for fiscal year 2022, then raising that quotient to the power of 1/3, and then subtracting 1.

2.Adjusted EBITDA Margin component. Payout of this component at the threshold, target and maximum levels requires that the Company achieve an aggregate Adjusted EBITDA Margin for the 3 fiscal years 2023, 2024, and 2025, within the table set forth in the award agreement. Adjusted EBITDA for this purpose is as defined in the Company’s SEC filings for the relevant periods. With respect to fiscal 2023, Adjusted EBITDA was calculated by adding back to GAAP net income charges for interest, taxes, depreciation and amortization, as well as those expenses resulting from the adjustments to the fair value of contingent consideration resulting from the acquisition of Fox Pest Control, restructuring costs related to restructuring and workforce reduction plans, and gains on the sale of businesses. 3-year Aggregate Adjusted EBITDA Margin is calculated by dividing the sum of 3 fiscal years Adjusted EBITDA by the sum of the corresponding 3 fiscal years Revenues. A reconciliation of 2023 Adjusted EBITDA and Adjusted EBITDA Margin to our 2023 GAAP net income is set forth in our Form 10-K for fiscal year ended December 31, 2023.

3.TSR Modifier component. Payout of this component occurs at the threshold, target and maximum levels if the Company’s 3-year Total Shareholder Return (“TSR”) for fiscal years 2023-2025, compared to the S&P 500 (“3-year Relative TSR”), falls within the table set forth in the award agreement. TSR is calculated as the profit or loss from net share price change over the period, including reinvestment of dividends.

The table below shows the number of shares that would be earned under each component for each NEO assuming target-level performance.

Target Level Payouts (in Shares) of 2023 PSUs by Component

NameRevenue CAGRAdjusted EBITDA MarginTSR ModifierTotal
Gary W. Rollins7,5007,5007,50022,500
Jerry E. Gahlhoff, Jr12,08812,08812,08836,264
Kenneth D. Krause4,8504,8504,85014,550
John F. Wilson1,3751,3751,3754,125
Elizabeth B. Chandler1,3881,3881,3884,164

Termination of Employment. Except in the case of death or disability, PSUs are forfeited in their entirety if the recipient’s employment with the Company terminates for any reason prior to December 31, 2025. However, if termination of employment is due to death or disability, then the Revenue CAGR and the Adjusted EBITDA Margin components (but not the TSR Modifier) will vest and shares will be paid at target level, whether the performance goals are met or not, and without regard to the level at which such performance goals may be met.

Dividend Equivalents; No Voting Rights. PSU awards also include the right to “Dividend Equivalents” with respect to the underlying shares. Dividend equivalents are accrued over the performance period, in cash, based upon target payout level, subject to a true-up at the end of the three year cycle. Accrued Dividend Equivalents will be paid out upon vesting of the PSUs, but no such Dividend Equivalents will be payable to the extent the awards fail to vest or are forfeited, or the performance goals are not met.PSUs confer no voting rights with respect to the underlying shares prior to vesting and payout.


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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 dental coverage and other group benefit plans. The Company offers participation in an Employment Stock Purchase Plan that provides employee with a 10% discount on the purchase of Company stock. The Company also maintains a non-qualified retirement plan (the “Deferred Compensation Plan”) for our executives and highly compensated employees. The Deferred Compensation Plan provides other benefits as described below under the section titled “Non-Qualified Deferred 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" on page 43 under the section titled “Executive Compensation.” These perquisites provide added security and efficiency. 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:
◦use of the Company’s aircraft for his personal travel;
◦payment of variable costs of Mr. Rollins' aircraft for his personal use;
◦personal use of the Company’s executive dining room; and
◦personal 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 certain of our named executive officers are set forth in written employment offer letters. Also, as part of modernization efforts, we are currently considering employment agreements for certain of our named executive officers, which would likely provide for multiples of total cash compensation, including salary and bonus, and equity vesting on a full or pro-rated basis, upon severance and/or severance in connection with a change of control.
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 confirm 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.
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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, formally 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 Human Resources also provides the Human Capital Management and Compensation Committee with input as it pertains to the compensation of all executive officers.
Role of the Human Capital Management and Compensation Committee Consultant
Since 2021, Mercer has served as the Company's independent compensation consultant. In selecting Mercer 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 2023 and advised the Human Capital Management and Compensation Committee with respect to 2023 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 2023, Mercer reviewed the Company’s director and executive officer compensation strategy and programs to confirm appropriateness and market-competitiveness. Mercer’s fees for director and executive compensation consulting services provided to the Human Capital Management and Compensation Committee in 2023 were $156,250.
The Role of Shareholder Say-on-Pay Votes
We provide our shareholders 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 shareholders held in April 2023, 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 shareholders’ support of our approach to executive compensation. The shareholders voted to hold a say-on-pay advisory vote on executive compensation every three years, and the Board accepted the shareholders’ recommendation. 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.
Peer Group Benchmarking Analysis
As part of its executive compensation review for 2023, the Human Capital Management and Compensation Committee asked Mercer to update the 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 18 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 2023.
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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 2023:
Company NameIndustry
ABM Industries IncorporatedEnvironmental and Facilities Services
Brightview Holdings, Inc.Environmental and Facilities Services
The Brink's CompanySecurity and Alarm 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 CorporationEnvironmental and Facilities Services
Healthcare Services, Group, Inc.Diversified Support Services
Iron Mountain IncorporatedOther Specialized REITs
Lennox International Inc.Building Products
The Scotts Miracle-Gro CompanyFertilizers and Agricultural Chemicals
Service Corporation InternationalSpecialized Consumer Services
Stericycle, Inc.Environmental and Facilities Services
Terminix Global Holdings, Inc.Specialized Consumer Services
Unifirst CorporationDiversified Support Services
US Ecology, Inc.Environmental and Facilities Services
Waste Connections, Inc.Environmental and Facilities Services
Policies Regarding Stock Ownership by Executive Officers
Stock Ownership Guidelines
We currently have Stock Ownership Guidelines (the “Guidelines”) for our executive officers and note that our executive officers are significant stockholders ofother key executives as designated by the Company, as disclosed elsewhere in this Proxy Statement.Human Capital Management and Compensation Committee. The purpose of these Guidelines is to align the interests of our executives with the interests of stockholdersour shareholders. The current Guidelines as determined by the Human Capital Management and further promote our longstanding commitmentCompensation Committee include:
TitleStock Ownership Requirements
Chairman of the Board and Rollins, Inc. President and Chief Executive OfficerOwnership equal to 5 times base salary
Other Rollins Officers, President of Orkin, LLC, and President of Rollins' BrandsOwnership equal to 3 times base salary
Division Presidents, Brand Presidents and Group Vice PresidentsOwnership equal to 2 times base salary
Participants under the Guidelines have a period of five years to sound corporate governance.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.

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The CommitteeShares counted toward this requirement are based on shares beneficially owned by such participant (as beneficial ownership is mindfuldefined 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 ofguidelines applicable to our directorsnon-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 17.
Our Policies Regarding Hedging and Pledging
Our insider trading policy prohibits all employees, including named executive officers, but does not believe that it is appropriate to provide a mechanism or formula to take stock ownership (or gainsand all directors, 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 sellselling short Company securities, short and may not sellfrom purchasing or selling puts, calls, or other derivative securities tiedat any time. Our policy also strongly discourages all employees, as well as directors and named executive officers, from pledging our securities, or otherwise subjecting them to our Common Stock.

As a resultmargin calls or the ability to be sold outside of the Tax Cutsowner’s control. Our directors and Jobs Act, startingnamed executive officers are subject to additional prohibitions on hedging. The policy also requires our employees, including the named executive officers, and directors, to take responsibility for compliance with the policy by certain of their family members and affiliates under their control.
Clawback Policy
We have an executive clawback policy, adopted in 2023, and effective as of October 2, 2023, to recover certain erroneously awarded compensation payablereceived by our Section 16 officers on or after the effective date, in 2018, Section 162(m)the event the Company is required to prepare an accounting restatement. This policy is intended to comply with the SEC and NYSE requirements. The policy requires mandatory recuperation of the Internal Revenue Code will limit us from deductingcertain incentive-based compensation including performance-based compensation, in excessregardless of $1,000,000 paid tofault or involvement. Also, 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).

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'sCompany’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 months12-months following publication of the misstatedrestated financials, if the non-compliance results from misconduct.

SalaryTax 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. The Human Capital Management and Compensation Committee will 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 salary of each executive officer is determined by the Compensation Committee. In making its determinations, the Committee gives consideration to our operating performance for the prior fiscal yearHuman Capital Management and the individual executive’s performance. The 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 to the base salaries of our executive officers: Gary W. Rollins $1,000,000 (no change from 2016); Paul E. Northen $450,000 ($50,000 increase from 2016): R. Randall Rollins $900,000 (no change from 2016); John F. Wilson $700,000 ($50,000 increase from 2016) and Thomas E. Luczynski $280,000 ($12,990 increase from 2016). Effective January 1, 2018, 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) and Thomas E. Luczynski $300,000 ($20,000 increase from 2017).

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Performance-Based Plan

At the annual meeting of stockholders held on April 23, 2013, the stockholders approved the terms of the Company’s Performance-Based Incentive Cash Compensation Plan for Executive Officers (the “Cash Incentive Plan”). Under the Cash Incentive Plan, executive officers have an opportunity to earn bonuses of up to 100 percent of their annual salaries, not to exceed a maximum amount of their respective base salary, upon achievement of bonus performance goals which are pre-set every year by the Compensation Committee upon its approval of the performance bonus program for that year. For 2017, these performance goals for Messrs. R. Randall Rollins and Gary W. Rollins were based on targeted revenue growth of the Company and targeted pre-tax profit growth of the Company. For 2017, the performance goal for Messrs. John F. Wilson and Paul E. Northen are based on targeted revenue growth of the Company, targeted pre-tax profit growth of the Company, and individual Key Operating Initiatives that are determined yearly based on Company performance.

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 persons to be eligible to earn a bonus under this element of the Cash Incentive Plan for 2017 was 95 percent. This performance goal for the plan in 2017 was a 6.28% increase in revenue.
Because the actual increase in Company revenue to plan in 2017 was 100.1 percent, this resulted in bonuses of 40 percent of salary 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 Company pre-tax profit to plan performance goal, Messrs. R. Randall Rollins, Gary W. Rollins and John F. Wilson were eligible to earn bonuses 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 minimum growth in the Company's pre-tax profit for 2017 to the corresponding amount in 2016 to be eligible for a bonus was 95 percent and the Company’s 2017 performance resulted in an actual achievement in pre-tax profit to plan of 100 percent. This resulted in bonuses of 60 percent of salary for Messrs. R. Randall Rollins, Gary W. Rollins and John F. Wilson, 36 percent of salary for 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 participate in an individual Key Operating Initiative. Under this element, the participants may receive a bonus of their respective annual salary for achievement of the initiatives tied to Customer Service Index 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.

The amount of bonuses under each performance component of the Company’s Cash Incentive 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 Incentive Plan, the Compensation Committee has reviewed and discussed the authorityCompensation 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 award discretionary bonuses.
No discretionary bonuses were awarded for 2017.

Equity Based Awards

Our Stock Incentive Plan allows for a wide varietyour Board of stock based awards such as stock optionsDirectors that the Compensation Discussion and restricted stock awards. We last issued stock optionsAnalysis be included in fiscal year ended 2003 and have no immediate plans to issue additional stock options. Partially in response to changes relative to 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 component of our executive compensation. In recent years, we have awarded time-lapse restricted stock in lieu of granting stock options. The terms and conditions of these awards are described in more detail below.

this Proxy Statement.
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41




Awards underRespectfully submitted by the Company’s Stock Incentive Plan are purely discretionary, are not based upon any specific formulaHuman Capital Management 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 executive officers, in early January during our regularly scheduled meeting of the Compensation Committee during which the Committee reviews executive compensation. Consistent with this practice, we granted restricted stock awards to our executive officers in January 2016, 2017 and 2018 as follows:

   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 based awards to our executive officers in any given year is influenced by the Company’s overall performance. The amount of each grant to our executive officers is influenced in part by the 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 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, all of our restricted stock awards have had the same features. The shares 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 our employment for any reason prior to the vesting dates (other than due to death, disability or retirement on or after age 65), the unvested shares will be forfeited. In the event of a “change in control” as determined by the Board of Directors all unvested restricted shares shall vest immediately.

Jerry W. Nix, Chairperson
Grants are made under our Stock Incentive Plan and the plan is administered pursuant to Rule 16b-3Gregory B. Morrison
Louise S. Sams
This report of the Securities Exchange Act of 1934. When considering the grant of stock based awards, the Committee considers the overall performanceHuman Capital Management 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

The Company maintains a defined benefit plan (Rollins, Inc. Retirement Income Plan) for employees hired prior to January 1, 2002, a non-qualified retirement plan (Rollins, Inc. Deferred Compensation Plan) for our executives and highly compensated employees, and a 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 “Nonqualified Deferred Compensation” on page 38.

Other Compensation

Other compensation to our executive officers includes group welfare benefits including group medical, dental 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 shallis 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.

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42


EXECUTIVE OFFICER COMPENSATION & BENEFITS
SUMMARY COMPENSATION TABLE
The following table provides information regarding the compensation awarded to, earned by and/or paid to each of our named executive officers for the years indicated below:
Name and Principal PositionYearSalary
($)
Bonus
($)(1)
Equity
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
RSAPSU
Gary W. Rollins20231,449,000 — 1,628,100802,915 2,148,142 545,489 6,573,646 
Executive Chairman20221,449,000 — 3,564,000— 2,173,500 573,704 7,760,204 
20211,400,000 — 4,458,000— 2,100,000 435,601 8,393,601 
Jerry E. Gahlhoff, Jr.20231,000,000 — 2,623,9551,294,070 1,785,000 40,864 6,743,889 
President and Chief Operating Officer2022690,000 — 1,188,000— 759,000 42,836 2,679,836 
2021600,000 — 1,300,250— 708,000 32,155 2,640,405 
Kenneth D. Krause2023702,000 — 1,052,838519,206 835,380 228,470 3,337,894 
Executive Vice President, Chief Financial Officer2022212,885 930,000 2,500,034— 337,500 465,624 4,446,043 
and Treasurer2021— — —— — — — 
John F. Wilson2023400,000 — 298,485147,173 355,000 38,163 1,238,821 
Vice Chairman and Assistant to the Chairman2022983,250 — 1,485,000— 1,229,063 43,390 3,740,703 
2021950,000 — 2,229,000— 1,187,500 39,344 4,405,844 
Elizabeth B. Chandler2023538,200 — 301,199148,528 480,344 36,019 1,504,290 
Vice President, General Counsel and Corporate2022517,500 — 356,400— 388,125 36,913 1,298,938 
Secretary2021500,000 — 835,875— 355,000 32,132 1,723,007 
(1)The amounts reported in this column represent for Mr. Krause, a one-time cash sign-on bonus and a one-time make-whole cash bonus in the amounts of $500,000 and $430,000, respectively, paid pursuant to the terms of the Offer Letter dated July 25, 2022, between the Company and Mr. Krause.
(2)The amounts reported in these columns represent the aggregate grant date fair value of restricted stock and performance share units awarded to each named executive officer under our 2018 Stock Incentive Plan during the fiscal years 2023, 2022 and 2021, as applicable, in accordance with FASB ASC Topic 718. Because these values are determined as of the date of grant and based on certain assumptions, including assumptions regarding the outcome of certain performance and market conditions, actual values received by the NEOs may be lower or higher from the numbers presented here. Please refer to Note 13 – Stockholder Equity to our consolidated financial statements contained in our 2023 Form 10-K for the period ending December 31, 2023, 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. The fair value presented for the PSUs assumes that the 3-year CAGR and the Adjusted EBITDA Margin portions of the award will cliff vest at target levels, and fair value for these portions of the PSUs was calculated by multiplying this target number of shares by the closing price on the grant date. A Monte Carlo simulation was used to value the TSR Modifier portion of the award, since the modifier is subject to a market condition, and this requires certain assumptions to be made. Significant assumptions used in the Monte Carlo valuation included volatility rate of 32% and a risk-free interest rate of 4.38%. If the maximum level of performance is achieved, the grant date fair values of the PSUs would be $1,605,831 for Gary W. Rollins; $2,588,141 for Mr. Gahlhoff; $1,038,413 for Mr. Krause; $294,346 for Mr. Wilson; and $297,057 for Ms. Chandler.
(3)The 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.
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(4)The amounts reported in this column include perquisites and other benefits of the types indicated in the following table:

Perquisites
Name
Personal
Use of
Aircraft(a)
 ($)
Auto
Allowance
($)
Use of
Executive
Dining
Room(b)
($)
Executive
Physical
($)
Relocation Expenses(c)
($)
Company
Contribution
to 401(k) Plan
($)
Tax
Gross-
Ups(d)
($)
Total
($)
Gary W. Rollins333,71022,124141,9022,605— 13,72531,423545,489
Jerry E. Gahlhoff, Jr.— 27,139— — — 13,725— 40,864
Kenneth D. Krause— 36,674— — 125,35313,72552,718 228,470
John F. Wilson— 21,877— 2,561— 13,725— 38,163
Elizabeth B. Chandler— 19,293— 3,001— 13,725— 36,019
COMPENSATION COMMITTEE REPORT

We have reviewed and discussed(a)The amount reported in this column for Mr. Rollins represents (1) the above Compensation Discussion and Analysis with management.

Based upon this review and discussion, we have recommendedincremental costs to the Board 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 officers and directors and persons who own more than ten percent of a registered classCompany for Mr. Rollins’ personal use of the Company’s equity securitiesaircraft (calculated based on the actual variable costs 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 reviewMr. Rollins’ proportionate use of the copiesCompany aircraft) and (2) the variable costs paid by the Company for Mr. Rollins personal use of such forms, we believe that during fiscal year ended December 31, 2017, all filing requirements applicable to our officers, directorsMr. Rollins' aircraft (these variable costs include fuel, landing fees, pilot expenses, insurance, training and greater than ten percent beneficial owners were timely satisfied. Each of these transactions were exempt from Section 16(b) ofsubscriptions).
(b)The amount reported in this column represents the Securities and Exchange Act of 1934 by reason of Rule 16(b)(3).


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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

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(1)John F. Wilson deferred $145,641 in salary and bonus compensation in 2017 related to his 2016 salary and 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.

(2)These amounts represent the aggregate grant date fair value of restricted Common Stock awarded under our Stock Incentive Plan during the fiscal years 2017, 2016 and 2015, respectively, in accordance with FASB ASC Topic 718. Please refer to Note 15 to our consolidated financial statements contained in our Form 10-K for the period ending December 31, 2017 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 Form 10-K has been included in our Annual Report and provided to our stockholders.

(3)Bonuses under the performance-based incentive cash compensation plan are accrued in the fiscal year earned and paid in the following fiscal year.

(4)Pension values decreased as followed: In 2017, R. Randall Rollins ($23,901), in 2016, R. Randall Rollins ($33,699), John F. Wilson ($7,161) in 2016, and Thomas E. Luczynski ($15,756) in 2016.

(5)All other compensation includes 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 personal use of the Company’s airplane (calculated based on the actual variable costs to the Company for such usage); auto allowance and related vehicle expenses; 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 for use of the Company’s executive dining room.

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

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.

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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 isCompany for 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 valueRollins’ use of the Company’s 401(k) plan and medical benefits provided was excluded as all employees includingexecutive dining room.
(c)The amount reported in this column represents the PEO are offered the exact same benefits andaggregate incremental costs to the Company utilizesfor Mr. Krause's relocation to Atlanta, Georgia where the Internal Revenue Service safe harbor provisionCompany's corporate headquarters are located.
(d)The amounts reported in this column represent, for 401(k) discrimination testing.  AsMr. Rollins, the tax gross-up related to Mr. Rollins’ personal use of December 31, 2017 the Company employed 13,126 persons of whom 285 were employed in Australiaaircraft, and for Mr. Krause, the United Kingdom.





tax gross-up related to Mr. Krause's relocation to Atlanta, Georgia.
32
44



GRANTS OF PLAN-BASED AWARDS IN 20172023

The following table shows for the year ended December 31, 2023, certain information regarding grants of plan-based awards to our named executive officers.
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards(3)
Estimated Future Payouts Under Equity Incentive Plan Awards(4)
All Other
Awards: Number
of Shares of
Stock or Units(5)
(#)
Grant Date
Fair Value of
Stock or
Units
Awards(6) ($)
NameAward Type
Grant Date(1)
Committee Approval
Date(2)
Threshold ($)Target
($)		Maximum ($)Threshold (#)Target (#)Maximum (#)
Gary W. RollinsRSA2/16/20232/14/2023——————45,0001,628,100
PSU2/16/20232/14/2023———9,00022,50045,000—802,915
Cash Incentive——1,358,4381,811,2502,264,063—————
Jerry E. Gahlhoff, Jr.RSA2/16/20232/14/2023——————72,5252,623,955
PSU2/16/20232/14/2023———14,50536,26472,525—1,294,070
Cash Incentive——1,125,0001,500,0001,875,000—————
Kenneth D. KrauseRSA2/16/20232/14/2023——————29,1001,052,838
PSU2/16/20232/14/2023———5,82014,55029,100—519,206
Cash Incentive——526,500702,000877,500—————
John F. WilsonRSA2/16/20232/14/2023——————8,250298,485
PSU2/16/20232/14/2023———1,6504,1258,250—147,173
Cash Incentive——225,000300,000375,000—————
Elizabeth B. ChandlerRSA2/16/20232/14/2023——————8,325301,199
PSU2/16/20232/14/2023———1,6654,1648,325—148,528
Cash Incentive——302,738403,650504,563—————
(1)The sharesdates reported in this column represent the grant date for the equity-based awards.
(2)The dates reported in this column represent the date the Human Capital Management and Compensation Committee approved the equity-based awards.

(3)The amounts reported in these columns represent potential payouts of Common Stock disclosednon-equity incentive cash bonus awards granted under the 2023 Executive Bonus Plan for each named executive officer, determined as of the date they were granted. These are the amounts that would have been earned if the performance goals had been met at threshold, target, and maximum levels, respectively. See “Compensation Discussion and Analysis -- Performance-Based Cash Incentive” above for more information about the structure of these bonus awards. Actual payouts were based upon actual 2023 performance levels and therefore differ from what is shown here. Actual payouts for 2023 are set forth in the table below"Summary Compensation Table" on page 43 under “Non-Equity Incentive Plan Compensation.”

(4)The amounts reported in these columns represent grantsthe number of restricted Common Stockshares that may become payable under our Stock Incentive Planthe PSUs awarded in fiscal year 20172023 to our named executive officers, assuming achievement of “threshold,” “target” and “maximum” levels of both performance goals and the executives namedRelative TSR Goal for the TSR Modifier. These goals are described in more detail under “Compensation Discussion and Analysis -- Equity-Based Awards” above. PSUs also provide entitlement to certain Dividend Equivalents as described above.

(5)The amounts reported in this column represent RSAs granted under 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 20082018 Stock Incentive Plan disability),in fiscal year 2023 to our named executive officers.

(6)The amounts reported in this column represent the unvested shares willaggregate grant date fair value of restricted stock and performance share units at target level awarded to each named executive officer under our 2018 Stock Incentive Plan during fiscal year 2023, in accordance with FASB ASC Topic 718. The grant date fair value of the PSUs set forth in this column is based on the “probable outcome” (which as of grant date was target attainment) of the performance and market conditions of these awards and using the
45

same methodology described above in Footnote 2 to the "Summary Compensation Table" on page 43. These values may not match the actual amount realized by the NEOs, which could be forfeited. We have not issued any stock optionshigher or lower than what is presented here.

Description of Plan-Based Awards

Non-Equity Incentive Plan Awards. The cash incentive awards shown in the past three fiscal yearstable “Grants of Plan-Based Awards in 2023” were granted under the 2023 Executive Bonus Plan. The material terms of the Plan and have no immediate plansthese awards are described above under “Compensation Discussion and Analysis” in the section entitled “Fiscal 2023 Named Executive Officer Compensation Details—Performance-Based Cash Incentive.” The 2023 Executive Bonus Plans are filed as exhibits to issue additional stock options.our 2022 Form 10-K for the period ending December 31, 2022.


 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

(1)These amounts represent possible payouts of awardsEquity Incentive Plan Awards. The PSUs shown in the table “Grants of Plan-Based Awards in 2023” were granted under, the Cash Incentive Plan in January 2017. The payment of actual awards was approved in January 2018. The amounts of the actual payments are included in the Summary Compensation Table.
(2)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 of 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 awarded in fiscal year 2017 under our Stock Incentive Plan computed in accordance with ASC Topic 718. Please refer to Note 15 to our Financial Statements contained in our Form 10-K for the period ending December 31, 2017 for a discussion of assumptions used in this computation. Our Form 10-K has been included in our Annual Report and provided to our 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,subject to, the executive officer. Allterms of the named executive officers participateour 2018 Stock Incentive Plan. The material terms of such awards are described under “Compensation Discussion and Analysis” in the Company's Cash Incentive Plan. Bonus awards undersection entitled “Fiscal 2023 Named Executive Officer Compensation Details—Equity-Based Awards.” The form agreements for the CashPSUs are filed as exhibits to our 2023 Form 10-K for the period ending December 31, 2023.

Time-Lapsed Restricted Stock. The RSAs shown in the table “Grants of Plan-Based Awards in 2023” are subject to the terms of our 2018 Stock 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 percentand are described 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,“Compensation Discussion and the amount of any bonus payable, is contingent upon achievement of certain performance goals, which are setAnalysis” in the annual program adopted undersection entitled “Fiscal 2023 Named Executive Officer Compensation Details—Equity-Based Awards.” The form agreements for the plan. For 2017, these performance goals were measured by obtaining specific levels ofRSAs are filed as exhibits to 2022 Form 10-K for 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.period ending December 31, 2022.





33
46




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 and performance share units outstanding at December 31, 20172023 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$43.67 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

1.The Company has granted restricted shares for the named executive officers that vest 20% annually beginning on the second anniversary of the grant date.




34



Shares29, 2023 (the last trading day of the year). The Company does not have any outstanding option awards held by the named executive officers.
Restricted Stock AwardsPerformance Share Unit Awards
NameNumber of Shares
of Stock That Have Not
Vested
(#)		Market Value of Shares of Stock That Have
Not Vested
($)		Number of Unearned Units
That Have Not
Vested
(#)		Market Value of Unearned Units That Have
Not Vested
($)
Gary W. Rollins26,100(1)1,139,787 
45,000(7)
1,965,150(9)
41,100(2)1,794,837 
69,750(3)3,045,983 
96,000(4)4,192,320 
96,000(5)4,192,320 
45,000(6)1,965,150 
Jerry E. Gahlhoff, Jr.3,600(1)157,212 
72,525(7)
3,167,167(9)
5,700(2)248,919 
9,630(3)420,542 
28,000(4)1,222,760 
32,000(5)1,397,440 
72,525(6)3,167,167 
Kenneth D. Krause48,791(8)2,130,703 
29,100(7)
1,270,797(9)
29,100(6)1,270,797 
John F. Wilson13,500(1)589,545 
8,250(7)
360,278(9)
21,240(2)927,551 
36,000(3)1,572,120 
48,000(4)2,096,160 
40,000(5)1,746,800 
8,250(6)360,278 
Elizabeth B. Chandler2,700(1)117,909 
8,325(7)
363,553(9)
4,800(2)209,616 
13,500(3)589,545 
18,000(4)786,060 
9,600(5)419,232 
8,325 (6)363,553 
(1)These awards of time-lapse restricted stocksstock were granted to the named executive officers that have noton 1/23/2018 and became fully vested ason 1/23/2024.
(2)These awards of December 31, 2017time-lapse restricted stock were granted to the named executive officers on 1/22/2019 and are summarized inscheduled to fully vest on 1/22/2025.
(3)These awards of time-lapse restricted stock were granted to the table that follows:named executive officers on 1/28/2020 and are scheduled to fully vest on 1/28/2026.
(4)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.
47
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



(5)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.

(6)These awards of time-lapse restricted stock were granted to the named executive officers on 2/16/2023 and are scheduled to fully vest on 2/16/2027.
(7)These awards of performance share units were granted to the named executive officers on 2/16/2023 and are scheduled to cliff vest on 12/31/2025, subject to performance and market criteria.
(8)This award of time-lapse restricted stock was granted to Mr. Krause on 9/1/2022 and is scheduled to fully vest on 1/1/2025.
(9)This market value shows the maximum payout. Actual values received by the NEOs may be lower from the numbers presented here.
48

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, 2017.2023. None of our named executive officers owned any stock options that were exercised in 2023.

Stock Awards
NameNumber of Shares Acquired
on Vesting
(#)
Value Realized on
Vesting(1)
($)
Gary W. Rollins146,2505,280,350 
Jerry E. Gahlhoff, Jr.28,7101,036,896 
Kenneth D. Krause24,395891,637 
John F. Wilson71,6202,585,498 
Elizabeth B. Chandler18,390662,936 
the aggregate dollar amount realized on the exercise date for such options computed by multiplying the number of shares acquired by the difference between(1)The amounts in this column represent 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 named 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 that vested, without regard to any related tax obligations. Market value was determined using the closing price per share of Common Stock on the vesting date.

49
 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
—


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

(2)The actuarial present value of the executive’s accumulated benefit under the Retirement Income Plan is computed as of 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.

37



NONQUALIFIEDNON-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 executive officers are 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 2023 and the balances as of December 31, 2023 for each named executive officer under the Deferred Compensation Plan:
Name
Executive
contributions in last
FY(1)
($)
Registrant
contributions in last
FY
($)
Aggregate
earnings/(losses)
in last FY(2)
($)
Aggregate
withdrawals/
distributions		Aggregate
balance at last
FYE
($)
Gary W. Rollins- - (15,725)- 125,496 
Jerry E. Gahlhoff, Jr.- - (15,745)- 122,863 
Kenneth D. Krause- - - - - 
John F. Wilson350,631 - 202,657 - 3,668,192 
Elizabeth B. Chandler- - - - - 
(1)This column reports the actual amounts of base salary deferred by the named executive officers in 2023 under the Deferred Compensation Plan, which is included in the "Summary Compensation Table" on page 43.
(2)This column reports earnings or losses on compensation that the named executive officers elected to defer under the Deferred Compensation Plan. These amounts do not represent above-market or preferential earnings and therefore are eligible.not included in the "Summary Compensation Table" on page 43.


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

(1)Reflects the amounts related to the base salary for 2017, which have been deferred by the executive officers pursuant to the Deferred Compensation Plan, and the bonus compensation amounts deferred related to 2016 that were paid in 2017, which are included in the Summary Compensation Table on page 30.

(2)Reflects the amounts for each of the named executive officers, which are reported as compensation to such named executive officer in the “All Other Compensation” column of the Summary Compensation Table on page 30.
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 beare 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.

38
50




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 Other Compensation” column of the "Summary Compensation Table" on page 30.

43.
39
51




POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table and accompanying discussion 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. 50.
Unvested Equity Awards. Under our Time-Lapse Restricted Stock Award Agreements and our Performance Share Unit Award Agreements (the “Equity Award Agreements”), if a named executive officer’s employment with the Company terminates at any time prior to the vesting of any restricted stock or performance share units issued under the Equity Award Agreements, the named executive officer shall forfeit all unvested restricted stock or performance stock units, except where termination was due to certain circumstances specified in the agreements, such as permanent disability, death or a change in control. Treatment of unvested awards varies with the reason for the termination, the type of award, and the year in which the award was granted, as described in more detail below:
•Death. Under our RSA agreements, in the event of death of a named executive officer, all unvested restricted stock shall vest immediately. Under our PSU award agreements, if employment terminates due to death before the cliff vesting occurs, the award will vest at target levels for the CAGR and Adjusted EBITDA Margin components, as if target performance had been achieved, without regard to actual performance. Nothing will vest for the TSR Modifier, regardless of actual performance.
•Change in Control. In an event of a "change in control," as determined by our Board of Directors, unvested restricted stock shall vest immediately. The PSU award agreements do not contain any change in control provisions.
•Disability. Our RSA agreements provide for accelerated vesting of a prorated amount of restricted stock upon permanent disability. The proration allows the NEO to receive a fraction of the award equal (in total, including any shares that have already vested under the award) to the number of months from the grant date to the date of permanent disability, divided by the number of months in the vesting period for the award. Under our PSU agreements, if employment terminates due to disability before cliff vesting occurs, the award will vest at target levels for the CAGR and Adjusted EBITDA Margin components, as if target performance had been achieved, without regard to actual performance. Nothing will vest for the TSR Modifier, regardless of actual performance.
•Retirement. None of our RSA and PSU agreements provide for vesting at retirement.
The Executive Bonus Plan agreements require the award recipient to remain employed through the end of the year, subject to certain exceptions only for certain transfers and promotions.No provision is made under these agreements for payouts to individuals whose employment has terminated for any reason prior to the end of the year, including due to death, disability, retirement, or change in control.
The table below shows the incremental restricted shares and performance share units that would become vested under the relevant Equity Award Agreement as of December 31, 2017,2023, at the closing market price of $46.53
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$43.67 per share for our Common Stock, as of that date, in the case of retirement, death, disability or change in control.

Equity Awards
NameNumber of shares
underlying
unvested stock
(#)		Unrealized value of
unvested
stock
($)
Gary W. RollinsRetirement-- 
Death388,95016,985,447 
Disability212,7899,292,521 
Change in Control388,95016,985,447 
Jerry E. Gahlhoff, Jr.Retirement-- 
Death175,6307,669,762 
Disability79,6693,479,156 
Change in Control175,6307,669,762 
Kenneth D. KrauseRetirement-- 
Death87,5913,825,099 
Disability36,0921,576,141 
Change in Control87,5913,825,099 
John F. WilsonRetirement-- 
Death169,7407,412,546 
Disability97,3524,251,402 
Change in Control169,7407,412,546 
Elizabeth B. ChandlerRetirement-- 
Death59,7002,607,099 
Disability32,3471,412,624 
Change in Control59,7002,607,099 
  Stock Awards
Name Number of shares underlying unvested stock (#)Unrealized value of unvested stock ($)
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

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 3951
•NonqualifiedNon-Qualified 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.




40
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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 Jerry E. Gahlhoff, Jr., who served as our principal executive officer (“PEO”) during fiscal year 2023.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSThe 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 2023$57,200 
PEO annual total compensation for 2023$6,743,889 
Ratio of PEO to Median Employee compensation for 2023118:1
A group that includesIn determining the median employee, a listing was prepared of all employees as of December 31, 2023.
As of December 31, 2023, we had approximately 19,000 employees, including approximately 2,000 international employees and approximately 17,000 employees in the United States. 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, 2023 (including our employees in Canada (approximately 1,158 employees) but excluding our employees located in the United Kingdom (approximately 320), Singapore (approximately 80), and Australia (approximately 350) (approximately 750 excluded international employees)), other than Mr. Gahlhoff, resulting in approximately 18,000 employees included in the calculation; (ii) ranked the total base salary and bonus amounts of all employees in (i), except Mr. Gahlhoff, 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.
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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, 2023, 2022, 2021, and 2020. For further information concerning the Company’s compensation philosophy see section titled "Executive Compensation – Compensation Discussion and Analysis” on page 31.
Pay versus Performance Table

The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2023, 2022, 2021 and 2020, and our financial performance for each such fiscal year:

Value of Initial Fixed $100 Investment Based on:
YearSummary Compensation Table Total for PEO
($)(1)		Compensation Actually Paid to PEO
($)(2)		Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)Average Compensation Actually Paid to Non-PEO NEOs ($)(2)Total Shareholder Return
($)(3)
Peer Group Total Shareholder Return
($)(4)
Net Income
($)(5)		Pre-Tax Profit
($)(6)
20236,743,8899,226,2653,163,6634,851,471207194434,957,000586,257,000
20227,760,2049,213,0352,629,5262,960,216171151368,599,000498,917,000
20218,393,6016,163,7852,220,844905,146158159356,565,000482,485,000
20205,475,19514,029,6932,094,2175,109,905179121266,756,000362,716,000

1.The dollar amounts reported in these columns are (i) the amount of total compensation in the “Total” column of the "Summary Compensation Table" reported for (a) Jerry E. Gahlhoff for the year 2023 when he served as the Company’s Chief Executive Officer and (b) Gary W. Rollins for the years 2022, 2021, and his brother Chairman2020 when he served as the Company’s Chief Executive Officer, and (ii) the average of the Boardamounts 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:

YearNon-PEO NEOs
2023Gary W. Rollins, Kenneth D. Krause, John F. Wilson and Elizabeth B. Chandler
2022Jerry E. Gahlhoff, Jr., Kenneth D. Krause, Julie K. Bimmerman, John F. Wilson and Elizabeth B. Chandler
2021Jerry E. Gahlhoff, Jr., P. Edward Northen, Julie K. Bimmerman, John F. Wilson and Elizabeth B. Chandler
2020Jerry E. Gahlhoff, Jr., Randall R. Rollins, P. Edward Northen, John F. Wilson and Elizabeth B. Chandler

2.The amounts reported in these columns represent the amount of “compensation actually paid” to (a) Jerry E. Gahlhoff for the year 2023 and (b) Gary W. Rollins for the years 2022, 2021, and 2020, and on 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 Jerry E. Gahlhoff or Gary W. 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 Jerry E. Gahlhoff or Gary W. Rollins’s total compensation, and to the average total compensation for the other NEOs as a group, for each year to determine the compensation actually paid:

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2023202220212020
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
PEO
($)
Average non-PEO NEOs
($)
Summary Compensation Table Total6,743,8893,163,6637,760,2042,629,5268,393,6012,220,8445,475,1952,094,217
Subtraction of Stock Awards

(3,918,025)(1,224,611)(3,564,000)(1,224,687)(4,458,000)(1,129,360)(2,846,575)(1,143,772)
Addition of Year-End Equity Value

5,735,8451,792,8164,384,8001,426,4194,105,200834,7244,541,8881,004,490
Change in Fair Value of Stock Awards granted in Prior Year

562,7711,042,907827,616147,338(1,758,348)(283,712)6,399,4171,249,230
Addition of Fair Value Stock Awards that were granted and vested in the same FY———————768,180
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

(11,764)(24,458)(399,921)(62,357)(321,024)(64,051)308,9431,096,205
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——————(10,385)(7,801)
Application of dividends or other earnings paid during applicable FY prior to vesting date113,549101,155204,33643,977202,35634,767161,21049,157
Compensation Actually Paid9,226,2654,851,4719,213,0352,960,2166,163,785905,14614,029,6935,109,905

3.The amounts reported in this column represents the Company’s total cumulative Total Shareholder Return (“TSR”) for the fiscal years ended December 31, 2023, 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, 2023, 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, 2023, 2022, 2021 and 2020.

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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, 2023, 2022, 2021 and 2020.
Relationship between 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, 2023, 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 tabular 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 Versus Cumulative TSR.jpg
Compensation Actually Paid Versus Net Income.jpg

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Compensation Actually Paid Versus PreTax Profit.jpg
Pay Versus Performance Tabular List
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 2023 to the performance of the Company.
Revenue
Pre-Tax Profit
Stock Price
Adjusted EBITDA
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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. Our employees prepare these reports for our directors and executive officers who request them on the basis of information obtained from them and from our records. Based on information available to us during fiscal year 2023, and representations made to us by the reporting persons, we believe that all reports were made in a timely manner other than one Form 4 for each of Gary W. Rollins, John F. Wilson, Jerry E. Gahlhoff, Jr., Kenneth D. Krause, Elizabeth B. Chandler and Traci Hornfeck, which were filed one day late on February 21, 2023 due to an administrative error.
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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, 2024 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 shareholder 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, NE 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.
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Name and Address of Beneficial Owner
Amount Beneficially
Owned(1)
Percent of Outstanding
Shares
5% Shareholders:
The Significant Shareholder Group204,184,624(2)42.14 %
Gary W. Rollins Voting Trust U/A dated September 14, 1994180,238,857(3)37.20 %
R. Randall Rollins Voting Trust U/A dated August 25, 1994180,238,857(4)37.20 %
LOR, Inc.171,507,258(5)35.40 %
The Vanguard Group32,226,294(6)6.65 %
Blackrock, Inc.28,515,437(7)5.89 %
Named Executive Officers:
Gary W. Rollins15,404,743(8)3.18 %
Jerry E. Gahlhoff, Jr.302,130(9)**
Kenneth D. Krause104,078(10)**
John F. Wilson725,731(11)**
Elizabeth B. Chandler99,709(12)**
Directors and Director Nominees:
Susan R. Bell3,859**
Donald P. Carson3,709**
Patrick J. Gunning3,709**
P. Russell Hardin7,927**
Dale E. Jones-**
Gregory B. Morrison3,709**
Jerry W. Nix3,709**
Pamela R. Rollins6,136,686(13)1.27 %
Louise S. Sams3,709**
All Directors, Director Nominees and Named Executive Officers as a group (14 persons)22,709,355(14)4.69 %
(1)Except as otherwise noted, the nature of the beneficial ownership for all shares is sole voting and investment power.
(2)Based upon information contained in a report on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2023 by the Significant Shareholder Group, which consists of Gary W. Rollins, Amy R. RandallKreisler, Pamela R. Rollins and Timothy C. Rollins, and certain companies under their control.
(3)Based upon information contained in a report on Schedule 13D filed with the SEC on September 11, 2023, an aggregate of 180,238,857 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) 164,581,449 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 September 11, 2023, an aggregate of 180,238,857 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) 164,581,449 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
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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 September 11, 2023, an aggregate of 171,507,258 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 13, 2024, an aggregate of 32,226,294 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 370,969 shares, sole power to dispose of or to direct the disposition of 31,039,156 shares, and shared power to dispose or to direct the disposition of 1,187,138 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/A filed with the SEC on January 29, 2023 by Blackrock, Inc. (“Blackrock”), Blackrock beneficially owns an aggregate of 28,515,437 shares of Company Common Stock, as to which Blackrock has sole power to vote or direct to vote, 26,967,274 shares and sole power to dispose of or to direct the disposition of 28,515,437 shares. BlackRock also reported that it was filing as the parent holding company or control possessesperson of certain subsidiaries listed in excessan exhibit to the Schedule 13G/A. The address for Blackrock is 50 Hudson Yards, New York, New York 10001.
(8)The amount shown for Mr. Rollins includes (a) 5,262,751 shares of fiftyCompany Common Stock held directly by Mr. Rollins (297,800 shares of these are restricted stock awards for Company Common Stock); (b) 128,197 shares of Company Common Stock in the Company’s Dividend Reinvestment Plan; (c) 21,829 shares of Company Common Stock held in the Rollins 401(k) Savings Plan; (d) 8,306,635 shares held in a charitable trust of which he is a co-trustee and as to which he shares voting and investment power; (e) 959,538 shares held by seven trusts (the “Rollins Family Trusts”) for the benefit of the children and/or more remote descendants of his deceased brother, R. Randall Rollins; and (f) 701,034 shares 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 Gary W. Rollins has the ability to assert control within sixty days.) Also, this amount includes 24,759 shares held by Mr. Rollins’ wife. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person’s pecuniary interest. Mr. Rollins is part of the Significant Shareholder Group, as disclosed on the Schedule 13D filed with the SEC on September 11, 2023.
(9)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.
(10)The amount shown for Mr. Krause includes 77,891 shares of restricted stock awards for Company Common Stock.
(11)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.
(12)The amount shown for Ms. Chandler includes 56,925 shares of restricted stock awards for Company Common Stock.
(13)The amount shown for Ms. Rollins includes (a) 490,049 shares of Company Common Stock held directly by Ms. Rollins, (b) 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, and (c) 139,516 shares held by nine family trusts which are trusts benefiting the grandchildren and more remote descendants of her deceased father, R. Randall Rollins (Ms. Rollins is a trustee of each such trust). Also, this amount includes 5,413,068 shares of Company Common Stock held by a charitable trust of which Ms. Rollins is co-trustee. Ms. Rollins disclaims any financial or pecuniary interest in these holdings. Ms. Rollins is part of the Significant Shareholder Group, as disclosed on the Schedule 13D filed with the SEC on September 11, 2023.
(14)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.
**Represents beneficial ownership of less than 1% of the Company’s outstanding common stock.
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The Significant Shareholder Group controls approximately 42 percent of the Company’s voting power. Please refer to the discussion on pages 17-40 under the heading, “Corporate Governance and Board of Directors’ Committees and Meetings, Director Independence and NYSE Requirements, Controlled Company Exemption.” The group discussed aboveSignificant Shareholder 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, Hardin, and Pamela R. Rollins,Morrison and Ms. 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 is available at our website www.rollins.com under the heading “Governance - Governance Documents.”

Registration Rights Agreement and Secondary Offering

On September 6, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with LOR, Inc. (“LOR”), and Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in accordanceSchedule I thereto (the “Underwriters”), relating to the offer by LOR of 38,724,100 shares of the Company’s common stock, par value $1.00 per share, at a public offering price of $35.00 per share (the “Offering”). In connection with the Code.Offering, LOR granted the Underwriters an option to purchase up to an additional 5,785,714 shares of common stock (the “OptionalShares”). The Offering, including the sale of the Optional Shares, closed on September 11, 2023. The Company did not sell any shares in the Offering and did not receive any proceeds from the Offering. LOR is a member of the Significant Shareholder Group and a company controlled by Mr. Gary W. Rollins and certain members of his family. 8,724,100 of the shares of Common Stock offered in the Offering were repurchased by the Company from LOR for approximately $300 million at the same per share price paid by the Underwriters to LOR in the Offering, or $34.39 per share. The Offering was made pursuant to the Company’s existing registration statement on Form S-3, previously filed with the SEC and declared effective by the SEC on June 22, 2023, as supplemented by the prospectus supplement dated September 6, 2023, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.


On June 5 2023, the Company entered into a registration rights agreement (the "Registration Rights Agreement") with LOR, and LOR paid $1.5 million to the Company, and upon closing the Offering, LOR paid an additional $3.5 million to the Company pursuant to the Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company will pay all costs, fees and expenses incident to the Company’s performance or compliance with the Registration Rights Agreement with respect to a total of five (5) requested offerings, including the Offering, and thereafter, LOR will be responsible for all such expenses in connection with any subsequent offering.

The Company provides certain administrative services to RPC, Inc. (“RPC”) (a companyUnderwriting Agreement contains customary representations, warranties and covenants of which Mr. R. Randall Rollins is also Chairman and which is otherwise affiliated with the Company). The service agreements between RPC and the Company provideand LOR and also provides for the provision of services on a cost reimbursement basis and are terminable on six months’ notice. The services coveredcustomary indemnification 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 years ended December 31, 2017, 2016,Company, LOR and 2015.the Underwriters against certain liabilities.


The Company rents office, hangerAircraft and storage space to LOR, Inc. (“LOR”) (a company controlled by R. Randall Rollins and Gary W. Rollins). Charges to LOR (or corporations which are subsidiaries of LOR) for rent totaled $1.0 million for each of the years ended December 31, 2017, 2016, and 2015, respectively.Administrative Arrangements


In 2014, P.I.A. LLC, a company then owned by theour 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 Companycompany use of the aircraft for business purposes. P.I.A. LLC 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$100 per month in rent for
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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 right to use the aircraft for personal use through the terms of an Aircraft Time Sharing Agreement with the Company. During the yearsyear ended December 31, 2017 and 2016,2023, the Company paid or incurred approximately $0.8 million and $0.5$0.6 million in rent and operating costs under the Aircraft Time Sharing Agreement.

In August 2023, GWR 450, LLC (the “GWRLLC”), a company wholly-owned by Gary W. Rollins, purchased a Gulfstream 450 aircraft (the “G450”). In connection with the G450 purchase, the Company entered a lease arrangement with GWR LLC to lease the G450 for corporate purposes from time to time. The initial term of the lease is one year from the date of the agreement and the same renews for another year, unless terminated sooner.

During 2023, the Company amended its existing Pilot Sharing Agreement with LOR to include GWR LLC whereby the Company’s employee pilots may be used by LOR and GWR LLC from time to time to operate their respective aircrafts. LOR will reimburse the Company for 50% of the costs of the pilots, including salary, benefits and training. In addition, LOR and the Company are each responsible for their own fuel costs. Charges to LOR under the Pilot Sharing Agreement totaled $0.5 million for the aircraft respectively. year ended December 31, 2023.

During 2017,2023, the existing administrative services agreement (the “Administrative Services Agreement”) between the Company accountedand LOR was amended to include GWR LLC. According to the amended agreement, the Company shall provide certain administrative services to LOR and GWR LLC and rents office, hanger and storage space to LOR and GWR LLC. Charges to LOR and GWR LLC for 100 percent ofrent and administrative services totaled $1.1 million for the year ended December 31, 2023.

The amounts paid by the Company for Pam R. Rollins for personal use of the aircraft. All transactions were approved byaircraft is disclosed in the Company’s Nominating and Governance Committee“Director Compensation Table,” included in this Proxy Statement.

Related Party Franchise Agreement

On December 1, 2019, Orkin, a subsidiary of the BoardCompany, entered into a franchise agreement with Wilson Pest Management, Inc. The franchise is owned 100% by John Wilson IV, who is the son of Directors.
AllJohn F. Wilson, Vice Chairman of the above related party transactions were approved byCompany. During the Company’s Nominating and Governance Committee of the Board of Directors.

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INDEPENDENT PUBLIC ACCOUNTANTS
Principal Auditor

Grant Thornton has served as the Company's independent registered public accountants for the fiscal yearsyear ended December 31, 2017 and 2016.

The Audit Committee has appointed Grant Thornton as Rollins, Inc.’s independent public accountants2023, the Company received a total of approximately $0.2 million pursuant to this franchise agreement, the franchise agreement provides for the fiscal year ending December 31, 2018. Grant Thornton has served as the Company’s independent auditors for many years and is considered by management to be well qualified. Representativesa monthly royalty fee 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

All9.0% 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 Chairman with the stipulation that his decision is to be presented to the full Committee at its next scheduled meeting.


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franchisee’s reported revenue.


STOCKHOLDER


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SHAREHOLDER PROPOSALS

Appropriate proposals of stockholdersshareholders intended to be presented at the Company’s 20192025 Annual Meeting of the StockholdersShareholders must be received by the Company by November 21, 201814, 2024, 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 stockholdershareholder proposals, if the date of the next annual meeting of stockholdersshareholders 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 stockholdersshareholders of the change and of the date by which such proposals must be received. StockholdersShareholders desiring to present business at the 20182025 Annual Meeting of StockholdersShareholders outside of the stockholdershareholder 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, Atlanta, Georgia 30324, and deliverwhich must be delivered to or mailed and received at the aforementioned address no later than January 24, 201923, 2025, and no earlier than December 15, 2018. Stockholders14, 2024. Shareholders should consult the by-lawsAmended and Restated By-Laws for other specific requirements related to such notice and proposed business.

With respect to stockholdershareholder 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 stockholdershareholder 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.,NE, 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 stockholdershareholder 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, 201923, 2025, and no earlier than December 15, 2018,14, 2024, with respect to directors to be elected at the 20182025 Annual Meeting of Stockholders.Shareholders.

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 stockholdersshareholders 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$10,000 plus shippingreasonable out-of-pocket expenses.

ANNUAL REPORT

Our Annual Report as of and for the year ended December 31, 20172023, is being provided to you with this proxy statement.Proxy Statement. The Annual Report includes our 2023 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,shareholder, we will provide, free of charge, a copy of our 2023 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 2023 Form 10-K should a stockholdershareholder request copies of such exhibits.

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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
Eliza.jpg
Elizabeth B. Chandler
Secretary
Atlanta, Georgia
March 14, 2024
By Order of
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding 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 other than the Company 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,future, 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, 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 Awardbusiness, financial, operational, compensation and environmental, social/and or governance matters; statements of the assumptions underlying any of the foregoing statements; and all other statements that are not statements of historical facts, including but not limited to those set forth above under "Updated Strategic Objectives" in the Letter from our Executive Chair of the Board. 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 negative of these terms and similar expressions intended to identify forward-looking statements. Forward-looking statements are made 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 We have based these forward-looking statements primarily on our current opinions, expectations, beliefs, plans, objectives, assumptions and projections about future events and trends that we believe may affect us. It is not possible for our management to predict all risks, nor can we assess the Committee,impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in good faithany forward-looking statements we may make. In light of these risks, uncertainties and having due regardassumptions, the future events and trends discussed in this Proxy Statement may not occur and actual results may differ materially and adversely from those anticipated or implied in the forward-looking statements. You should read this Proxy Statement with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. In addition, these forward-looking statements are subject to Section 409Aa number of risks, uncertainties and assumptions relating to our business, including the effect of broader economic and market conditions on our customers, our ability to execute our business and growth strategies and to achieve sustainability goals, the impact 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 Stock is not listed on an established stock exchange but is instead traded over-the-counter, the mean of the dealer “bid”global supply environment and “ask” prices of the Stockother macroeconomic conditions, and all those described in the over-the-counter market on the applicable day, as reported by the National Association of Securities Dealers, Inc.; 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 and pursuant to a reasonable application of a reasonable valuation method 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 toPart I, Item 1A, and in the Securities Exchange Actrest 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 2023 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.


(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.
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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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