rol-20240314

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 No. )


x Filed by the Registrant			o Filed by a Party other than the Registrant


Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a–6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a–12

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):
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

ROLLINS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

2170 Piedmont Road, NE, Atlanta, Georgia 30324

TO THE HOLDERS OF THE COMMON STOCK:

PLEASE TAKE NOTICE that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Rollins, Inc. a Delaware corporation (“Rollins” or the “Company”), will be held at the Company’s corporate office located at 2170 Piedmont Road, NE, Atlanta, Georgia, 30324, on Tuesday, April 23, 2024, at 12:30 P.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

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 14, 2024 is attached.

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

As permitted by the U.S. Securities and Exchange Commission (the “SEC”) rules, the Company is making the proxy materials relating to the Annual Meeting, including this Proxy Statement and the Company’s 2023 Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (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 held 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 mail, you will not receive a printed copy of the proxy materials in the 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 Regarding the Availability of Proxy Materials for the Annual Meeting of the Shareholders to be held on April 23, 2024: The Proxy Statement and Annual Report are available at http://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


			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 internet by following the instructions on your proxy 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


PROXY STATEMENT			4
SOLICITATION OF AND POWER TO REVOKE PROXY			4
HOUSEHOLDING AND DELIVERY OF NOTICE OR PROXY MATERIALS			4
CAPITAL STOCK			4
MATTERS TO BE VOTED ON AND VOTES NEEDED FOR APPROVAL			5
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			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
INFORMATION REGARDING DIRECTOR NOMINEES AND CONTINUING DIRECTORS			18
Key Attributes, Experience and Skills of Director Nominees and Continuing Directors			19
ELECTION OF DIRECTORS			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
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			29
Overview			29
EXECUTIVE OFFICERS			30
COMPENSATION DISCUSSION AND ANALYSIS			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
HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE REPORT			41
EXECUTIVE OFFICER COMPENSATION & BENEFITS			43
SUMMARY COMPENSATION TABLE			43
GRANTS OF PLAN-BASED AWARDS IN 2023			45
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			47
OPTION EXERCISES AND STOCK VESTED			49
NON-QUALIFIED DEFERRED COMPENSATION			50
401(k) PLAN			51
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			52
PAY RATIO DISCLOSURE			54
PAY VERSUS PERFORMANCE			55
DELINQUENT SECTION 16(a) REPORTS			59
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			60
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			63
SHAREHOLDER PROPOSALS			65
EXPENSES OF SOLICITATION			65
ANNUAL REPORT			65
FORM 10-K			65
OTHER MATTERS			66
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			66

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.

Gary W. Rollins

Executive Chairman of the Board

PROXY STATEMENT

We are furnishing the proxy materials to shareholders on or about March 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 Shareholders to be held on April 23, 2024, is submitted by the Company to the shareholders 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 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, 2024. We have designated Gary W. Rollins and John F. Wilson, the Company’s Executive Chairman and Vice Chairman, respectively, as proxies for the 2024 Annual Meeting of Shareholders.

A shareholder 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 they so elect, by contacting either proxy holder, by timely submitting a later dated proxy changing their vote, or by attending the meeting and voting in person. However, a beneficial shareholder who holds their shares in street name must secure a proxy from their broker before they can attend the meeting and vote. All costs of solicitation have been, and will be, borne by the Company.

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 shareholders who share the same last name and address will receive only one copy of the notice or proxy materials, unless we receive contrary instructions from any shareholder at that address.

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 shareholder 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 shareholders of record receiving multiple copies of the proxy materials can request householding by contacting the Company in the same manner.

CAPITAL STOCK

The outstanding capital stock of the Company on March 1, 2024 consisted of 484,535,309 shares of Common Stock, par value $1.00 per share. Holders of Common Stock are entitled to one vote (noncumulative) for each share of such stock registered in their respective names at the close of business on March 1, 2024, the record date for determining shareholders entitled to notice of and to vote at the meeting or any adjournment thereof.

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 following votes are needed for approval of each proposal:


PROPOSAL						VOTE 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 4.69% 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.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Leadership Structure

The Rollins’ Board of Directors (the “Board”) is led by the Executive Chairman of the Board with each of the Board committees being led by a Committee Chairperson. As of January 2023, Gary W. Rollins began serving as the Executive Chairman of the Board, and Jerry E. Gahlhoff, Jr. began serving as President and Chief Executive Officer of the Company. The separation of the Executive Chairman and Chief Executive Officer roles allows the Chief Executive Officer to focus his time and energy on operating and managing the Company while leveraging the experience and perspectives of the Executive Chairman.

In order to continue to drive a high performing Board, the Company has continued to elect a Lead Independent Director who is responsible for identifying issues for the Board to consider and properly addressing issues with all directors being heard. Jerry W. Nix has served as the Lead Independent Director of the Board; however, following the Annual Meeting of Shareholders, a new Lead Independent Director will be elected.

The Board believes the current leadership structure consisting of a separate Executive Chairman, Chief Executive Officer and Lead Independent Director represents the appropriate structure for the Company at this 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, which is currently composed of eleven members. The Board oversees the Company’s Chief Executive Officer and other senior management in the competent and ethical operation of the Company and 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 other members of the Company’s senior management team.

The Board’s Role in Oversight of Risk Management

“Risk” is an extremely broad concept that extends to multiple functional areas and crosses multiple disciplines. As such, risk may be addressed, from time to time, by the full Board or by one or more of 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 the Company faces. Insurable risks and litigation risks are handled primarily by the legal and risk management departments, which provide reports to the 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 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. Risks related to the Company’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.

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 New York Stock Exchange Requirements

Director Independence

Under our Independence Guidelines to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. Under the New York Stock Exchange (the “NYSE”) Listed Company Manual, no director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with 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 NYSE 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 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.

Nonmaterial Relationships

After reviewing all of the relationships between the independent members of the Board, on the one hand, and the Company, on the other hand, the Board determined that all of the relationships fell within the categorical standards for independence set forth in the Independence Guidelines, except as follows:

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 unanimously concluded that the above-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 Nominating and Corporate Governance Committee has the discretion to factor into its decision-making. This discretion would extend to how the Nominating and Corporate Governance Committee might define diversity in a particular instance – whether in terms of background, viewpoint, experience, education, race, gender, national origin or other considerations. However, our Nominating and Corporate Governance Committee acts under the guidance of our Corporate Governance Guidelines approved by the Board of Directors and posted on our website at www.rollins.com under the section titled “Governance – Governance Documents.”

Director Selection and Screening Process

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

Director Onboarding and Continuing Education

New directors are required to participate in an orientation program that includes background materials and meetings with senior management. All directors are encouraged to stay abreast of developing trends applicable to the Company’s business and specific to service as a director. Directors may be expected to participate in continuing educational programs relating to our Company’s business, corporate governance or other issues

pertaining to their directorships in order to maintain the necessary level of expertise to perform their responsibilities as directors. The Company also provides all directors with membership in the National Association of Corporate Directors.

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.

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. The Board reviews these guidelines annually. A copy of our current Corporate Governance Guidelines may be found on our website at www.rollins.com under the section titled “Governance – Overview.” Our Corporate Governance Guidelines require that our non-management directors meet in at least two regularly scheduled sessions per year without management.

Code of Business Conduct and Ethics

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 Transactions 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 our website at www.rollins.com under the section titled “Governance – Governance Documents.”

Committees of the Board of Directors

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 has adopted written charters for the Audit Committee, Human Capital Management and Compensation Committee, and the Nominating and Corporate Governance Committee which are available on our website at www.rollins.com under the section titled “Governance – Governance Documents.”


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 qualified as “Audit Committee Financial Experts” within the meaning of the rules of the SEC and that they have accounting and related financial management expertise within the meaning of the NYSE listing standards; (ii) all members of the Audit Committee are “Financially Literate” as required under the rules of the NYSE; and (iii) Ms. Bell’s simultaneous service on the audit committees of more than three public companies does not impair her ability to effectively serve on the Company’s Audit Committee.


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.


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 the aggregate 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.

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:

Name

Board of
Directors

Audit Committee

Human Capital
Management and
Compensation
Committee

Nominating and
Corporate
Governance
Committee

Gary W. Rollins

Susan R. Bell

Donald P. Carson

Jerry E. Gahlhoff, Jr.

Patrick J. Gunning

P. Russell Hardin

Gregory B. Morrison

Jerry W. Nix

Pamela R. Rollins

Louise S. Sams

John F. Wilson

# of Meetings Held

12(1)

# of actions Taken by Written Consent

—

(1) Five of these meetings were special meetings of disinterested directors.

Executive Sessions

Our Corporate Governance Guidelines require that the non-management directors meet 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 NYSE corporate governance listing standards, Mr. Nix, as the Lead Independent Director, presides over the executive sessions. All current and nominated non-management directors have been determined by the Board to be independent, other than Ms. Rollins. The independent directors meet separately at least once annually.

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/Committee	Annual 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 Committee	10,000	—	—
Nominating and Corporate Governance Committee	6,000	—	—

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

2023 Director Compensation Table

The following table sets forth the compensation paid to our Non-Employee Directors for services rendered as a director for the year ended December 31, 2023. Three of our directors, Messrs. Gary W. Rollins, John F. Wilson and Jerry E. Gahlhoff, Jr. are employees of the Company, and their employee compensation information is set forth in the “Summary Compensation Table” on page 43 under the “Executive 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.


Name	Fees Earned or Paid in Cash ($)	Annual Restricted Stock Award(1) ($)	All Other Compensation(2) ($)	Total ($)
Susan R. Bell	130,000	100,000	—	230,000
Donald P. Carson	100,000	100,000	—	200,000
Patrick J. Gunning	100,000	100,000	—	200,000
P. Russell Hardin	100,000	100,000	—	200,000
Gregory B. Morrison	100,000	100,000	—	200,000
Jerry W. Nix	116,000	100,000	—	216,000
Pamela R. Rollins(2)	100,000	100,000	27,591	227,591
Louise S. Sams	100,000	100,000	—	200,000

(1)Amounts in this column represent the grant date fair value of the equity awards granted to the non-employee directors, calculated in accordance with FASB ASC Topic 718. The amounts reported in this column represent the fair value of the total number of shares issued to each director rounded up to the nearest whole dollar. 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 the 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 Guidelines.

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 nominees for election as a director at the Annual Meeting and for each of the continuing members of our Board following the Annual Meeting. Full biographical information follows the table.


Name	Class	Age	Independent	Director Since	Current Term Expires
DIRECTOR NOMINEES:
Gary W. Rollins	II	79	No	1981	2024
Pamela R. Rollins	II	67	No	2015	2024
P. Russell Hardin	II	66	Yes	2023	2024
Dale E. Jones	II	64	Yes	-	-
CONTINUING DIRECTORS:
Jerry E. Gahlhoff, Jr.	I	51	No	2021	2026
Patrick J. Gunning	I	64	Yes	2021	2026
Gregory B. Morrison	I	64	Yes	2021	2026
Susan R. Bell	III	61	Yes	2021	2025
Donald P. Carson	III	74	Yes	2021	2025
Louise S. Sams	III	66	Yes	2022	2025
John F. Wilson	III	66	No	2013	2025

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

Director Nominees


			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.
			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.


			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.
			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.


Continuing Directors
			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.
			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.


			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.
			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.
			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


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.
			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.


			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.

PROPOSAL 1:

ELECTION OF DIRECTORS

Overview

Our Board of Directors is 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 Company, with the exception of Mr. Jones who is standing for election for the first time. Seven 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 Amended and Restated By-Laws, which provide for the election of 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 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 time of 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.

AUDIT MATTERS

Report of the Audit Committee

Management is responsible for the Company’s system of internal control 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, 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 (“PCAOB”) and for issuing reports 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; 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, 2023, the Audit Committee:

•Approved the engagement and terms of service of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ended December 31, 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 the Forms 10-Q being filed with the SEC, as well as the financial information in each quarterly earnings release;

•Reviewed and discussed with the Company’s management (including internal audit) and the Company’s independent registered public accounting firm, the audited consolidated statements of financial position of the Company as of December 31, 2023 and 2022 and the related statements of income, comprehensive earnings, shareholders’ equity and cash flows for each of the three years ended December 31, 2023 including the related footnotes and financial statement schedule, and the related ICFR;

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

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

Based upon the review and discussions referred to previously, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of the Company and subsidiaries be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the 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 America; and (ii) the reports of the Company’s independent registered public accounting firm with respect to such financial statements and related internal controls.

Respectfully submitted by the Audit Committee of the Board of Directors

Susan R. Bell, Chairperson

Donald P. Carson

Patrick J. Gunning

Gregory B. Morrison

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

Independent Registered Public Accounting Firm

The Audit Committee 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, 2022. As a result of this process, following the review 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-K between 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 financial statements, including internal controls over financial reporting, review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.

(2)Includes fees primarily related to subscription services.

Pre-approval of Services

All of the services described above were pre-approved by the Company’s Audit Committee or the Audit Committee’s Chairperson in accordance with the Company’s Audit and Non-Audit Services Preapproval Policy. The Audit Committee has determined that the payments made to its independent registered public accounting firm for these services are compatible with maintaining such auditors’ independence. All of 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 directly responsible for the appointment and termination, compensation, and oversight of the work of the independent registered public accounting firm, including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting. The Audit Committee, or one or more members of the Committee, as may be delegated from time to time, 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 decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.

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 whether 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 ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year.

EXECUTIVE OFFICERS

The following narratives summarize the business experience over at least the last five years of our current executive officers, other than Messrs. Rollins, Wilson and Gahlhoff, whose business experience is described above in the section titled “Information Regarding Director Nominees and Continuing Directors” on page 18.


			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, 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.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program and provides an overview of how the Human Capital Management and Compensation Committee made compensation decisions in 2023 for each of our named executive officers, which consist of our Principal Executive Officer, our Principal Financial Officer, and the next three most highly-compensated executive officers (other than our Principal Executive Officer and Principal Financial Officer) who were serving in such capacity at the end of the fiscal year 2023. For a complete understanding of the executive compensation program, this disclosure should be read in conjunction with the "Summary Compensation Table" on page 43 and other executive compensation-related disclosures included in this Proxy Statement.

In fiscal 2023, our named executive officers were:


Named Executive Officer			Position with the Company in 2023
Gary W. Rollins			Executive Chairman of the Board
Jerry E. Gahlhoff, Jr.			President and Chief Executive Officer
Kenneth D. Krause			Executive Vice President, Chief Financial Officer and Treasurer
John F. Wilson			Vice Chairman of the Board
Elizabeth B. Chandler			Vice President, General Counsel and Corporate Secretary

Executive Compensation Practices and Governance Policies


	What We Do		What We Don’t Do
✓	Pay for Performance A component of our named executive officers’ total compensation is directly linked to the Company’s performance, 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.

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 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. Our compensation policy is designed to achieve three fundamental objectives:

•attract and retain qualified executives;

•motivate performance to achieve Company objectives; and

•align the interests of our executives with the long-term interests of the Company’s 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.

Pursuant to our compensation philosophy, the total annual compensation of our executive officers is primarily made up of the following three elements:

•base salary (fixed compensation), which is an important element to attract, retain and motivate our executives;

•annual performance-based cash incentive compensation (variable compensation), which is valuable in recognizing and rewarding Company achievement; and

•grants of equity-based awards such as restricted 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, we 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.


Core Compensation Element			Description
Base Salary			Fixed cash compensation based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance.
Performance-Based Cash Incentive			Performance-based incentive cash compensation with target award amounts for each executive officer. Actual bonus amounts may be lower than target based on the achievement of certain Company performance goals.
Equity Incentive			Grants 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:

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 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.

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 Officer	2022 Salary		2023 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 cash bonuses to be fully aligned with overall Company performance.

Set forth below is the 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 Officer	Target Bonus Opportunity for Pre-Tax Profit Element	Target Bonus Opportunity for Revenues Element	Total Target Bonus Opportunity
Gary W. Rollins	80%	45%	125%
Jerry E. Gahlhoff, Jr	90%	60%	150%
Kenneth D. Krause	60%	40%	100%
John F. Wilson	50%	25%	75%
Elizabeth B. Chandler	45%	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 a 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 Compensation 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 with those of our 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.

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:


Name	2023 Grants of Time-Lapse Restricted Stock Awards	2023 Grants of Performance Share Units(1)	Total 2023 Grants of Equity
Gary W. Rollins	45,000	22,500	67,500
Jerry E. Gahlhoff, Jr	72,525	36,264	108,789
Kenneth D. Krause	29,100	14,550	43,650
John F. Wilson	8,250	4,125	12,375
Elizabeth B. Chandler	8,325	4,164	12,489

(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 reserve 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.

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


Name	Revenue CAGR	Adjusted EBITDA Margin	TSR Modifier	Total
Gary W. Rollins	7,500	7,500	7,500	22,500
Jerry E. Gahlhoff, Jr	12,088	12,088	12,088	36,264
Kenneth D. Krause	4,850	4,850	4,850	14,550
John F. Wilson	1,375	1,375	1,375	4,125
Elizabeth B. Chandler	1,388	1,388	1,388	4,164

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.

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.

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.

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 Name			Industry
ABM Industries Incorporated			Environmental and Facilities Services
Brightview Holdings, Inc.			Environmental and Facilities Services
The Brink's Company			Security 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 Corporation			Environmental and Facilities Services
Healthcare Services, Group, Inc.			Diversified Support Services
Iron Mountain Incorporated			Other Specialized REITs
Lennox International Inc.			Building Products
The Scotts Miracle-Gro Company			Fertilizers and Agricultural Chemicals
Service Corporation International			Specialized Consumer Services
Stericycle, Inc.			Environmental and Facilities Services
Terminix Global Holdings, Inc.			Specialized Consumer Services
Unifirst Corporation			Diversified Support Services
US Ecology, Inc.			Environmental and Facilities Services
Waste Connections, Inc.			Environmental and Facilities Services

Policies Regarding Stock Ownership by Executive Officers

Stock Ownership Guidelines

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


Title			Stock Ownership Requirements
Chairman of the Board and Rollins, Inc. President and Chief Executive Officer			Ownership equal to 5 times base salary
Other Rollins Officers, President of Orkin, LLC, and President of Rollins' Brands			Ownership equal to 3 times base salary
Division Presidents, Brand Presidents and Group Vice Presidents			Ownership equal to 2 times base salary

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

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

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

In addition, the Human Capital Management and Compensation Committee has approved and adopted stock ownership guidelines applicable to our non-employee directors. Information with respect to our non-employee directors’ stock ownership guidelines is set forth in “Non-Employee Director Stock Ownership Guidelines” on page 17.

Our Policies Regarding Hedging and Pledging

Our insider trading policy prohibits all employees, including named executive officers, and all directors, from selling short Company securities, and from purchasing or selling puts, calls, or other derivative securities at 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 margin calls or the ability to be sold outside of the owner’s control. Our directors and named 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 received by our Section 16 officers on or after the effective date, in 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 certain incentive-based compensation regardless of fault or involvement. Also, our executive bonus agreements contain a provision that provides that, among other things, if any bonus amount is paid as a result of misrepresented or inaccurate performance, the Company may require repayment of some or all of the excess bonus paid, subject to applicable laws. This recoupment policy reflects the Company’s high ethical standards and strict compliance with accounting and other regulations applicable to public companies. As all incentives and awards remain within the discretion of the Human Capital Management and Compensation Committee, the Committee also retains the ability to take any restatements or adjustments into account in subsequent years. In addition, the Sarbanes-Oxley Act requires in the case of accounting restatements that result from material non-compliance with SEC financial reporting requirements, that the Chief Executive Officer and Chief Financial Officer must disgorge bonuses and other incentive-based compensation and profits on stock sales received during the 12-months following publication of the restated financials, if the non-compliance results from misconduct.

Tax Deductibility of Compensation

As a result of the Tax Cuts and Jobs Act, starting with compensation payable in 2018, Section 162(m) of the Internal Revenue Code limits us from deducting compensation, including performance-based compensation, in excess of $1,000,000 paid to our executive officers. 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 Human Capital Management and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on such review and discussions, the Human Capital Management and Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

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

Jerry W. Nix, Chairperson

Gregory B. Morrison

Louise S. Sams

This report of the Human Capital Management and Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the “Securities Act”), 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.

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 Position	Year	Salary ($)	Bonus ($)(1)	Equity Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
				RSA	PSU
Gary W. Rollins	2023	1,449,000	—	1,628,100	802,915	2,148,142	545,489	6,573,646
Executive Chairman	2022	1,449,000	—	3,564,000	—	2,173,500	573,704	7,760,204
	2021	1,400,000	—	4,458,000	—	2,100,000	435,601	8,393,601
Jerry E. Gahlhoff, Jr.	2023	1,000,000	—	2,623,955	1,294,070	1,785,000	40,864	6,743,889
President and Chief Operating Officer	2022	690,000	—	1,188,000	—	759,000	42,836	2,679,836
	2021	600,000	—	1,300,250	—	708,000	32,155	2,640,405
Kenneth D. Krause	2023	702,000	—	1,052,838	519,206	835,380	228,470	3,337,894
Executive Vice President, Chief Financial Officer	2022	212,885	930,000	2,500,034	—	337,500	465,624	4,446,043
and Treasurer	2021	—	—	—	—	—	—	—
John F. Wilson	2023	400,000	—	298,485	147,173	355,000	38,163	1,238,821
Vice Chairman and Assistant to the Chairman	2022	983,250	—	1,485,000	—	1,229,063	43,390	3,740,703
	2021	950,000	—	2,229,000	—	1,187,500	39,344	4,405,844
Elizabeth B. Chandler	2023	538,200	—	301,199	148,528	480,344	36,019	1,504,290
Vice President, General Counsel and Corporate	2022	517,500	—	356,400	—	388,125	36,913	1,298,938
Secretary	2021	500,000	—	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.

(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. Rollins	333,710	22,124	141,902	2,605	—	13,725	31,423	545,489
Jerry E. Gahlhoff, Jr.	—	27,139	—	—	—	13,725	—	40,864
Kenneth D. Krause	—	36,674	—	—	125,353	13,725	52,718	228,470
John F. Wilson	—	21,877	—	2,561	—	13,725	—	38,163
Elizabeth B. Chandler	—	19,293	—	3,001	—	13,725	—	36,019

(a)The amount reported in this column for Mr. Rollins represents (1) the incremental costs to the Company for Mr. Rollins’ personal use of the Company’s aircraft (calculated based on the actual variable costs to the Company of Mr. Rollins’ proportionate use of the Company aircraft) and (2) the variable costs paid by the Company for Mr. Rollins personal use of Mr. Rollins' aircraft (these variable costs include fuel, landing fees, pilot expenses, insurance, training and subscriptions).

(b)The amount reported in this column represents the incremental costs to the Company for Mr. Rollins’ use of the Company’s executive dining room.

(c)The amount reported in this column represents the aggregate incremental costs to the Company for Mr. Krause's relocation to Atlanta, Georgia where the Company's corporate headquarters are located.

(d)The amounts reported in this column represent, for Mr. Rollins, the tax gross-up related to Mr. Rollins’ personal use of the Company aircraft, and for Mr. Krause, the tax gross-up related to Mr. Krause's relocation to Atlanta, Georgia.

GRANTS OF PLAN-BASED AWARDS IN 2023

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) ($)
Name	Award Type	Grant Date(1)	Committee Approval Date(2)	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Gary W. Rollins	RSA	2/16/2023	2/14/2023	—	—	—	—	—	—	45,000	1,628,100
	PSU	2/16/2023	2/14/2023	—	—	—	9,000	22,500	45,000	—	802,915
	Cash Incentive	—	—	1,358,438	1,811,250	2,264,063	—	—	—	—	—
Jerry E. Gahlhoff, Jr.	RSA	2/16/2023	2/14/2023	—	—	—	—	—	—	72,525	2,623,955
	PSU	2/16/2023	2/14/2023	—	—	—	14,505	36,264	72,525	—	1,294,070
	Cash Incentive	—	—	1,125,000	1,500,000	1,875,000	—	—	—	—	—
Kenneth D. Krause	RSA	2/16/2023	2/14/2023	—	—	—	—	—	—	29,100	1,052,838
	PSU	2/16/2023	2/14/2023	—	—	—	5,820	14,550	29,100	—	519,206
	Cash Incentive	—	—	526,500	702,000	877,500	—	—	—	—	—
John F. Wilson	RSA	2/16/2023	2/14/2023	—	—	—	—	—	—	8,250	298,485
	PSU	2/16/2023	2/14/2023	—	—	—	1,650	4,125	8,250	—	147,173
	Cash Incentive	—	—	225,000	300,000	375,000	—	—	—	—	—
Elizabeth B. Chandler	RSA	2/16/2023	2/14/2023	—	—	—	—	—	—	8,325	301,199
	PSU	2/16/2023	2/14/2023	—	—	—	1,665	4,164	8,325	—	148,528
	Cash Incentive	—	—	302,738	403,650	504,563	—	—	—	—	—

(1)The dates reported in this column represent the grant date for the equity-based awards.

SEC Form DEF 14A filed by Rollins Inc.