Definitive proxy statements

Pay vs Performance Disclosure

v3.22.4
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]

    

    

    

Average

    

    

Value of Initial Fixed $100

    

    

Summary

Average

Investment Based On:

Summary

Compensation

Compensation

Peer Group

Compensation

Compensation

Table Total for

Actually Paid

Total

Total

Total Pre-Tax

Table Total for

Actually Paid

Non-PEO

to Non-PEO

Shareholder

Shareholder

Net Income

Profit

PEO(1)

to PEO(2)

NEOs(1)

NEOs(2)

Return(3)

Return(4)

(thousands)(5)

(thousands)(6)

Year

($)

($)

($)

($)

($)

($)

($)

($)

2022

 

7,760,204

 

9,213,035

 

2,629,526

 

2,960,216

 

187.47

 

212.33

 

368.599

 

498,917

2021

 

8,393,601

 

6,163,785

 

2,220,844

 

905,146

 

173.43

 

224.30

 

356.565

 

482,485

2020

 

5,475,195

 

14,029,693

 

1,791,259

 

3,926,358

 

195.81

 

170.39

 

266.756

 

362,716

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

Year

All Other NEOs

2022

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

2021

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

2020

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

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

2022

2021

2020

    

    

Average

    

    

Average

    

    

Average

PEO

Other NEOs

PEO

Other NEOs

PEO

Other NEOs

($)

($)

($)

($)

($)

($)

Summary Compensation Table Total

 

7,760,204

 

2,629,526

 

8,393,601

 

2,220,844

 

5,475,195

 

1,791,259

Subtraction of Stock Awards

 

(3,564,000)

 

(1,224,687)

 

(4,458,000)

 

(1,129,360)

 

(2,846,575)

 

(786,940)

Addition of Year-End Equity Value

 

4,384,800

 

1,426,419

 

4,105,200

 

834,724

 

4,541,888

 

1,255,612

Change in Fair Value of Stock Awards granted in Prior Year

 

827,616

 

147,338

 

(1,758,348)

 

(283,712)

 

6,399,417

 

1,560,923

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

 

-

 

-

 

-

 

-

 

-

 

-

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

 

(399,921)

 

(62,357)

 

(321,024)

 

(64,051)

 

308,943

 

74,124

Subtraction of Stock Awards that failed to meet the vesting conditions

 

-

 

-

 

-

 

(708,066)

 

-

 

-

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

 

-

 

-

 

-

 

-

 

(10,385)

 

(9,177)

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

 

204,336

 

43,977

 

202,356

 

34,767

 

161,210

 

40,557

Compensation Actually Paid ($)

 

9,213,035

 

2,960,216

 

6,163,785

 

905,146

 

14,029,693

 

3,926,358

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

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

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

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

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

   
Company Selected Measure Name Pre-Tax Profit    
Named Executive Officers, Footnote [Text Block]

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

Year

All Other NEOs

2022

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

2021

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

2020

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

   
Peer Group Issuers, Footnote [Text Block]

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

   
PEO Total Compensation Amount $ 7,760,204 $ 8,393,601 $ 5,475,195
PEO Actually Paid Compensation Amount $ 9,213,035 6,163,785 14,029,693
Adjustment To PEO Compensation, Footnote [Text Block]

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

2022

2021

2020

    

    

Average

    

    

Average

    

    

Average

PEO

Other NEOs

PEO

Other NEOs

PEO

Other NEOs

($)

($)

($)

($)

($)

($)

Summary Compensation Table Total

 

7,760,204

 

2,629,526

 

8,393,601

 

2,220,844

 

5,475,195

 

1,791,259

Subtraction of Stock Awards

 

(3,564,000)

 

(1,224,687)

 

(4,458,000)

 

(1,129,360)

 

(2,846,575)

 

(786,940)

Addition of Year-End Equity Value

 

4,384,800

 

1,426,419

 

4,105,200

 

834,724

 

4,541,888

 

1,255,612

Change in Fair Value of Stock Awards granted in Prior Year

 

827,616

 

147,338

 

(1,758,348)

 

(283,712)

 

6,399,417

 

1,560,923

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

 

-

 

-

 

-

 

-

 

-

 

-

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

 

(399,921)

 

(62,357)

 

(321,024)

 

(64,051)

 

308,943

 

74,124

Subtraction of Stock Awards that failed to meet the vesting conditions

 

-

 

-

 

-

 

(708,066)

 

-

 

-

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

 

-

 

-

 

-

 

-

 

(10,385)

 

(9,177)

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

 

204,336

 

43,977

 

202,356

 

34,767

 

161,210

 

40,557

Compensation Actually Paid ($)

 

9,213,035

 

2,960,216

 

6,163,785

 

905,146

 

14,029,693

 

3,926,358

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

   
Non-PEO NEO Average Total Compensation Amount $ 2,629,526 2,220,844 1,791,259
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,960,216 905,146 3,926,358
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

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

2022

2021

2020

    

    

Average

    

    

Average

    

    

Average

PEO

Other NEOs

PEO

Other NEOs

PEO

Other NEOs

($)

($)

($)

($)

($)

($)

Summary Compensation Table Total

 

7,760,204

 

2,629,526

 

8,393,601

 

2,220,844

 

5,475,195

 

1,791,259

Subtraction of Stock Awards

 

(3,564,000)

 

(1,224,687)

 

(4,458,000)

 

(1,129,360)

 

(2,846,575)

 

(786,940)

Addition of Year-End Equity Value

 

4,384,800

 

1,426,419

 

4,105,200

 

834,724

 

4,541,888

 

1,255,612

Change in Fair Value of Stock Awards granted in Prior Year

 

827,616

 

147,338

 

(1,758,348)

 

(283,712)

 

6,399,417

 

1,560,923

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

 

-

 

-

 

-

 

-

 

-

 

-

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

 

(399,921)

 

(62,357)

 

(321,024)

 

(64,051)

 

308,943

 

74,124

Subtraction of Stock Awards that failed to meet the vesting conditions

 

-

 

-

 

-

 

(708,066)

 

-

 

-

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

 

-

 

-

 

-

 

-

 

(10,385)

 

(9,177)

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

 

204,336

 

43,977

 

202,356

 

34,767

 

161,210

 

40,557

Compensation Actually Paid ($)

 

9,213,035

 

2,960,216

 

6,163,785

 

905,146

 

14,029,693

 

3,926,358

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

   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

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

Graphic

   
Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid vs. Net Income

Graphic

   
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid vs. Pre-Tax Profit

Graphic

   
Total Shareholder Return Vs Peer Group [Text Block]

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

Graphic

   
Tabular List [Table Text Block]

Financial Performance Measures

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

Revenue

Pre-Tax Profit

Stock Price

   
Total Shareholder Return Amount $ 187.47 173.43 195.81
Peer Group Total Shareholder Return Amount 212.33 224.30 170.39
Net Income (Loss) $ 368,599 $ 356,565 $ 266,756
Company Selected Measure Amount 498,917,000 482,485,000 362,716,000
PEO Name Mr. Rollins    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Revenue    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Pre-Tax Profit    
Non-GAAP Measure Description [Text Block]

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

   
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Stock Price    
PEO [Member]      
Pay vs Performance Disclosure [Table]      
Number Of Stock Awards Granted and Vested $ 0 $ 0 $ 0
PEO [Member] | Subtraction of Stock Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (3,564,000) (4,458,000) (2,846,575)
PEO [Member] | Addition of Year-End Equity Value      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 4,384,800 4,105,200 4,541,888
PEO [Member] | Change in Fair Value of Stock Awards granted in Prior Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 827,616 (1,758,348) 6,399,417
PEO [Member] | Change in Fair Value of Stock Awards granted during any prior FY that met the vesting conditions as of the end of the applicable FY      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (399,921) (321,024) 308,943
PEO [Member] | Subtraction of Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Defined Benefit and Pension Plans      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (10,385)
PEO [Member] | Addition of dividends or other earnings paid during applicable FY prior to vesting date      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 204,336 202,356 161,210
Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Number Of Stock Awards Granted and Vested 0 0 0
Non-PEO NEO [Member] | Subtraction of Stock Awards      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,224,687) (1,129,360) (786,940)
Non-PEO NEO [Member] | Addition of Year-End Equity Value      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,426,419 834,724 1,255,612
Non-PEO NEO [Member] | Change in Fair Value of Stock Awards granted in Prior Year      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 147,338 (283,712) 1,560,923
Non-PEO NEO [Member] | Change in Fair Value of Stock Awards granted during any prior FY that met the vesting conditions as of the end of the applicable FY      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (62,357) (64,051) 74,124
Non-PEO NEO [Member] | Subtraction of Stock Awards that failed to meet the vesting conditions      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   (708,066)  
Non-PEO NEO [Member] | Subtraction of Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Defined Benefit and Pension Plans      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount     (9,177)
Non-PEO NEO [Member] | Addition of dividends or other earnings paid during applicable FY prior to vesting date      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 43,977 $ 34,767 $ 40,557