ROLLINS INC (ROL)
Sector: Industrials
2026 Annual Meeting Analysis
ROLLINS INC · Meeting: April 28, 2026
Directors FOR
7
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Director Nominees to Serve as Directors
Against Analysis
Ms. Bell currently sits on four public company boards (Rollins, RPC Inc., Marine Products Corporation, and First Advantage Corporation), which meets the overboarding threshold of four or more public board seats under the voting policy.
Timothy C. Rollins is the brother of continuing director Pamela R. Rollins and the nephew of Gary W. Rollins (longtime CEO and Executive Chairman Emeritus), placing him in a close familial relationship to senior management and the controlling family; the voting policy calls for an Against vote on directors with familial relationships to senior management, and the board itself classifies him as non-independent.
For Analysis
Mr. Carson has been a director since 2021, ROL's 3-year total shareholder return of 55.5% outperforms the peer group median by +29.8 percentage points (well below the 65pp threshold to trigger a No vote), and no other policy flags apply.
Mr. Donahue joined the board in 2025 and has been a director for less than 24 months, making him exempt from the stock performance trigger; he brings strong CEO-level experience from Genuine Parts Company and no other policy flags apply.
As CEO and director since 2021, Mr. Gahlhoff is subject to the TSR trigger, but ROL's 3-year return of 55.5% outperforms the peer group median by +29.8 percentage points — far short of the 65pp threshold needed to trigger an Against vote — and no other policy flags apply.
Mr. Gunning has been a director since 2021, holds two other public board seats (RES, MPX — below the four-board overboarding threshold), ROL's stock performance well outperforms peers, and he brings strong audit and financial expertise.
Mr. Morrison has been a director since 2021, ROL's 3-year total shareholder return significantly outperforms the peer group median, he holds two other public board seats (below the overboarding threshold), and no other policy flags apply.
Ms. Sams has been a director since 2022, ROL's stock performance outperforms the peer group well within policy thresholds, she holds two other public board seats (below the overboarding threshold), and she brings strong legal and governance expertise as Lead Independent Director.
Mr. Wilson has been a director since 2013 and now serves as Executive Chairman; ROL's 3-year total shareholder return of 55.5% outperforms the peer group median by +29.8 percentage points (the 65pp threshold to trigger a No vote is not met), and no other policy flags apply.
Of the nine director nominees, two receive Against votes: Susan R. Bell for sitting on four public company boards (meeting the overboarding threshold), and Timothy C. Rollins for his close familial ties to senior management and the controlling Rollins family (brother of a continuing director, nephew of the longtime CEO), which the board itself acknowledges by classifying him as non-independent. The remaining seven nominees receive For votes; ROL's strong 3-year total shareholder return of 55.5% outperforms the disclosed peer group median by nearly 30 percentage points, well below the 65-percentage-point threshold needed to trigger TSR-based Against votes.
Say on Pay
✓ FORCEO
JERRY E. GAHLHOFF, JR.
Total Comp
$8,966,870
Prior Support
substantial majority (2023)%
CEO Jerry Gahlhoff's total compensation of approximately $8.97 million is reasonable for a company of Rollins' size ($26 billion market cap) in the consumer services sector, and the pay structure is genuinely performance-linked — roughly two-thirds of his pay is variable, consisting of performance-based cash bonuses tied to EBITDA and revenue targets plus equity awards that include three-year performance stock units with revenue growth, EBITDA margin, and relative total shareholder return conditions. The 2023 performance stock award cycle (covering 2023-2025) paid out at above-target levels because the company achieved 11.7% revenue growth and 22.6% adjusted EBITDA margin, which is consistent with ROL's strong 55.5% total shareholder return over the same three-year period — so above-benchmark incentive pay is supported by genuine outperformance. The company also has a meaningful clawback policy adopted in 2023, strong stock ownership requirements, and the prior say-on-pay vote in 2023 received a substantial majority in favor.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
3 yrs
Audit Fees
$2,342,162
Non-Audit Fees
$294,919
Deloitte & Touche LLP has served as Rollins' auditor since 2023 — only three years, well below the 25-year tenure threshold — and non-audit fees (audit-related fees of $293,024 plus other fees of $1,895, totaling approximately $294,919) represent about 12.6% of audit fees, comfortably below the 50% threshold that would raise independence concerns; no other policy flags apply.
Overall Assessment
Rollins' 2026 annual meeting ballot is largely straightforward, with For votes on the auditor ratification and say-on-pay supported by clean fee ratios, a short auditor tenure, genuine pay-for-performance alignment, and strong stock performance that outpaces the disclosed peer group by nearly 30 percentage points over three years. Two director nominees receive Against votes — Susan R. Bell for sitting on four public company boards (the overboarding threshold) and new nominee Timothy C. Rollins for his close familial relationship to the controlling Rollins family, which the board itself acknowledges by classifying him as non-independent.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing