UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

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ROLLINS INC.

(Name of Registrant as Specified In Its Charter)

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

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ROLLINS, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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

TO THE HOLDERS OF THE COMMON STOCK:

PLEASE TAKE NOTICE that the 2022 Annual Meeting of Stockholders (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, N.E., Atlanta, Georgia, on Tuesday, April 26, 2022, at 12:30 P.M. for the following purposes, as more fully described in the proxy statement accompanying this notice:

The Proxy Statement dated March 15, 2022 is attached.

The Board of Directors has fixed the close of business on March 1, 2022 as the record date for the determination of stockholders 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 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), available to our stockholders electronically via the internet. On or about March 15, 2022, we mailed to our stockholders an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 26, 2022 (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 on the Notice.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of the Stockholders to be held on April 26, 2022: The Proxy Statement and Annual Report are available at http://www.viewproxy.com/ROL/2022.

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

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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.

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Letter from our Chairman and Chief Executive Officer

To our Stockholders/Shareholders,

On behalf of the Board of Directors, we are pleased to share that we will hold our 2022 Annual Meeting of Stockholders on Tuesday April 26th, 2022, at 12:30 P.M.

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As a result of our employees around the globe, we had another year of tremendous growth and solid financial results in 2021. Our operations performed well, and we had impressive growth in all of our business lines. 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 a hallmark to the longevity and sustainable business model that we have built at Rollins.  

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Mission and Strategic Plan

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The complexity of our business continues to rise as we acquire more companies and expand our global footprint. As Rollins has evolved over the years to becoming a parent company to many strong brands, our mission and approach for supporting our acquired companies must evolve accordingly so that we can drive and sustain our performance and growth. Over the past several months, we have undergone a concerted effort to revisit our Rollins story and clarify our role and mission so that we can optimize how we guide, govern, and support our rapidly growing company. From this effort, we have developed a new Strategic Plan framework that we will share later this year that is built to guide our actions as a parent company so we are in a better position to support our entire portfolio of brands. 

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Continued COVID-19 Response

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Our success with implementing our business continuity plan continued into 2021 with the constant business adjustment needed to deal with COVID-19. Our workforce was able to work-from-home successfully in order to continue to support our Global Operations Group.  

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As waves of the pandemic occurred throughout the year, we continued our issuance of personal protective equipment for all customer facing employees.  The trust factor that our customers had in our technicians showed in the continued growth of our pest control and termite and ancillary services.  

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Environmental, Social and Governance

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During 2021, we continued our journey to enhance our focus on Environmental, Social and Governance (ESG) matters in our brands.  We have taken steps and are committed to improving our transparency and results in key areas related to our business and industry.  We believe that these practices improve our people and customers and make good long-term business sense.  A few results from 2021 include:

Board of Directors Refreshment

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During 2021 we demonstrated that we remain committed to assembling the best team to guide us in our pursuit of long-term value for our stakeholders. We continued our evolution to refresh our Board of Directors, by welcoming new members to our Board that all have various experience and expertise. We also said a fond farewell to members of our Board that have served us faithfully over the years. The recent changes to our Board have improved our approach to running our business in an ever-changing business environment.  We are thankful for the continued commitment of time and expertise of our Board members.

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Moving Forward

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On behalf of our Board of Directors and our employees around the world, we want to thank you for your investment in Rollins, Inc.  We are excited for the future and our ability to deliver long-term shareholder returns.

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Gary W. Rollins

Chairman and Chief Executive Officer

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PROXY STATEMENT

We are furnishing the proxy materials to stockholders on or about March 15, 2022. The Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 26, 2022, Proxy Statement and the Annual Report are available at http://www.viewproxy.com/ROL/2022.

The following information concerning the proxy and the matters to be acted upon at the Annual Meeting of Stockholders to be held on April 26, 2022 is submitted by the Company to the stockholders in connection with the solicitation of proxies on behalf of the Company’s Board of Directors.

Three-for-two stock split – All shares, per share and market price data herein have been adjusted for the three-for-two stock split to stockholders of record on November 10, 2020, paid on December 10, 2020.

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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, in favor of ratification of the appointment of our independent registered public accounting firm for the fiscal year ending December 31, 2022 and in favor of approving the Rollins, Inc. 2022 Employee Stock Purchase Plan.

A stockholder executing and delivering a proxy has the power to revoke the same and the authority thereby given at any time prior to the exercise of such authority, if 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 stockholder 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 stockholders 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 stockholder 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 stockholder of record, you may contact us by writing to the Company at 2170 Piedmont Rd., N.E., Atlanta, GA 30324 or by calling 404-888-2000. Eligible stockholders 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, 2022 consisted of 492,460,236 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, 2022, the record date for determining stockholders entitled to notice of and to vote at the meeting or any adjournment thereof.

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A majority of the outstanding shares will constitute a quorum at the Annual Meeting. Abstentions will be counted for purposes of determining the presence or absence of a quorum for the transaction of business. In accordance with the General Corporation Law of the state of Delaware, the following votes are needed for approval of each proposal:

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There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this Proxy Statement. It is expected that shares held of record and beneficially by officers and directors of the Company, which in the aggregate represent approximately 53 percent of the outstanding shares of Common Stock as of the record date, will be voted for the nominees, for the ratification of the appointment of the Company’s independent registered public accounting firm, and for the proposal to approve the Rollins, Inc. 2022 Employee Stock Purchase Plan.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Meetings and Committees of the Board of Directors

Our Board of Directors (the “Board”) has an Audit Committee, Executive Committee, Human Capital Management and Compensation Committee and a Nominating and Corporate Governance Committee. In October 2021, the Board combined the role of the Diversity Committee with the Compensation Committee and changed the name of the Compensation Committee to the “Human Capital Management and Compensation Committee.”

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 all available on our website at www.rollins.com under the section titled “Governance – Governance Documents.”  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 2021, we had no such committee.

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 Stockholders Meeting. Each incumbent director attended at least 75 percent of the aggregate of the Board meetings held in 2021 and the meetings of the committees on which they served during 2021, and all members of the Board at that time attended last year’s Annual Stockholders Meeting.

The following table shows the current membership (“M”) and chairperson (“C”) of the Board and each of the Board committees, the number of Board and Board committee meetings held in 2021 and actions taken by unanimous written consent in lieu of meetings:

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Audit Committee

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The Audit Committee is responsible for, among other things:

The Board has determined that each member of the Audit Committee is independent as defined by the rules of the SEC and the NYSE. The Board has also determined that all members of the Audit Committee 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. The Board has also determined that Ms. Susan Bell’s simultaneous service on the audit committees of four public companies will not impair her ability to effectively serve on the Company’s Audit Committee. Mr. Henry B. Tippie served on the Audit Committee until his retirement on April 12, 2021.

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Diversity Committee

In October 2021, the Board combined the role of the Diversity Committee with the Compensation Committee and changed the name of the Compensation Committee to the “Human Capital Management and Compensation Committee.” The Human Capital Management and Compensation Committee, among other things, is responsible for overseeing the Company’s diversity efforts as noted below. The previous function of the Diversity Committee until October 2021 was to monitor compliance with applicable non-discrimination laws. Each member of the Diversity Committee in 2021 was independent. Mr. Tippie served on the Diversity Committee until his retirement on April 12, 2021.

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Human Capital Management and Compensation Committee

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The Human Capital Management and Compensation Committee is responsible for, among other things:

As noted above, in October 2021, the Board combined the role of the Diversity Committee with the Compensation Committee and changed the name of the Compensation Committee to the “Human Capital Management and Compensation Committee.” The Board also approved a written charter of the Human Capital Management and Compensation Committee which outlines the Committee’s expanded responsibilities as outlined above. The Board has determined that each member of the Human Capital Management and Compensation Committee is independent as defined by the rules of the SEC and NYSE. Mr. Tippie served on the Compensation Committee (prior to the committee’s name change) until his retirement on April 12, 2021.

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Human Capital Management and Compensation Committee Interlocks and Insider Participation

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The Human Capital Management and Compensation Committee consists of Messrs. Thomas J. Lawley, Gregory B. Morrison and Jerry W. Nix. As noted above, Mr. Tippie served on the Compensation Committee (prior to the committee’s name change) until his retirement on April 12, 2021. None of these individuals are or were a current or former officer or employee of the Company or any of its subsidiaries, with the exception of Mr. Tippie who was employed by the Company from 1953 to 1970 and held several offices with the Company during that time, including as Executive Vice President – Finance, Secretary, Treasurer and Chief Financial Officer. In addition, none of these individuals had a relationship with the Company during 2021 that required disclosure by the Company under the SEC rules on transactions with related persons. Related person transactions and the independence of the non-employee members of the Company’s Board are discussed in more detail in this Proxy Statement under the “Director Independence and NYSE Requirements” and “Certain Relationships and Related Person Transactions” on pages 10 and 56. No executive officer of the Company has served as a director or member of the compensation committee or other board committee of another entity that had an executive officer who served on the Company’s Board or Human Capital Management and Compensation Committee.

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Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for, among other things:

The Company is not required by law or by the NYSE rules to have a nominating committee since we are a controlled corporation as described below under the heading “Director Independence and NYSE Requirements.”  However, we have established a Nominating and Corporate Governance Committee to promote responsible corporate governance practices and we currently intend to maintain the committee going forward, but as a controlled company, we rely upon the exemption from the requirement that we have a nominating committee composed entirely of independent directors.

Director Nominations

Under Delaware law, there are no statutory criteria or qualifications for directors. The Board has prescribed no criteria or qualifications at this time. The Nominating and 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.”

The Board believes that it should preserve maximum flexibility in order to select directors with sound judgment and other desirable qualities. According to the Company’s Corporate Governance Guidelines, the Board of Directors will be responsible for selecting nominees for election to the Board of Directors. The Board delegates the screening process involved to the Nominating and 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 then 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.

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

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Corporate Secretary

Rollins Inc.

2170 Piedmont Road, N.E.

Atlanta, Georgia 30324

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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:

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

The Nominating and Corporate Governance Committee is responsible for screening the nominees that are selected by the Board of Directors for nomination to the Board and for service on committees of the Board. All of the nominees for directors being voted upon at the Annual Meeting to be held on April 26, 2022 are directors standing for re-election, with the exception of Ms. Sams, who was recommended as a director nominee by several non-management directors of the Company.

Board Leadership Structure

The current leadership structure is comprised of a combined Chairman of the Board and Chief Executive Officer, a Vice Chairman and Assistant to the Chairman, and a Lead Independent Director. Currently, Gary W. Rollins serves as Chairman of the Board and Chief Executive Officer. John F. Wilson, who previously served as President and Chief Operating Officer, currently serves as Vice Chairman and Assistant to the Chairman. Jerry W. Nix currently serves as the Lead Independent Director. The Board believes this represents the appropriate structure for the Company at this time. The Chairman of the Board and Chief Executive Officer provides general oversight and strategic planning for the Company with the assistance of the Vice Chairman, while the Lead Independent Director consults with the Chairman and the Chief Executive Officer and serves as a liaison between management and the independent directors.

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Risk Oversight

“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. Senior management is responsible for identifying and managing material risks that we face while insurable risks and litigation risks are handled primarily by the risk management department. Senior management provides the Board with a summary of insurance coverages annually and updates as deemed necessary. 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, the Executive Committee and the full Board. The Human Capital Management and Compensation Committee assesses and monitors risks relating to the Company’s corporate officer compensation policies and practices.

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Cybersecurity Risk Oversight

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 oversees our risk management program which includes oversight of cybersecurity risks. The Audit Committee reviews our cybersecurity risks and incidents and any other risks and incidents relevant to our information technology systems controls and security.

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

Director Independence and NYSE Requirements

Controlled Company Exemption

We have elected to be treated as a “controlled company” as defined by New York Stock Exchange Section 303A.00. This Section provides that a controlled company need not comply with the requirements of Sections 303A.01, 303A.04 and 303A.05 of the New York Stock Exchange Listed Company Manual. Section 303A.01 requires that listed companies have a majority of independent directors. As a controlled company, this Section does not apply to us. Sections 303A.04 and 303A.05 require that listed companies have a nominating and corporate governance committee and a compensation committee, in each case composed entirely of independent directors, and that each of these committees must have a charter that addresses both the committee’s purpose and responsibilities and the need for an annual performance evaluation by the committee. While we have a nominating and corporate governance committee and a compensation committee, we are not required to and do not comply with all of the provisions of Sections 303A.04 and 303A.05. We are a “controlled company” because a group that includes our Chairman and Chief Executive Officer, Gary W. Rollins, and certain companies under his control, possess in excess of fifty percent of our voting power. This means that Mr. Rollins has the ability to determine the outcome of the election of directors at our annual meetings and to determine the outcome of many significant corporate transactions, many of which only require the approval of a majority of our voting power. Such a concentration of voting power could also have the effect of delaying or preventing a third party from acquiring us at a premium.

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Our Audit Committee is composed of three “independent” directors as defined by the Company’s Corporate Governance Guidelines, the NYSE rules, the Exchange Act and SEC rules and regulations promulgated thereunder, and our Audit Committee Charter. Our Human Capital Management and Compensation is also entirely composed of “independent” directors. Our Board of Directors has concluded that each member of the Audit Committee, as well as Mr. Lawley, Mr. Morrison, Mr. Cynkus (until his resignation on December 31, 2021) and Mr. Tippie (until his retirement on April 12, 2021) and Ms. Sams are or with respect to former directors were, “independent” under our Corporate Governance Guidelines and the NYSE listing standards.

Independence Guidelines

Under the NYSE listing standards, to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. The NYSE standards set forth a nonexclusive list of relationships, which are conclusively deemed material.

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.

Audit Committee Charter

Under our Audit Committee Charter, in accordance with NYSE listing requirements and the Exchange Act, all members of the Audit Committee must be independent of management and the Company. A member of the Audit Committee is considered independent as long as he or she (i) does not accept any consulting, advisory, or compensatory fee from the Company, other than as a director or committee member; (ii) is not an affiliated person of the Company or its subsidiaries; and (iii) otherwise meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.

Nonmaterial Relationships

After reviewing all of the relationships between the members of the Audit Committee, as well as Messrs. Cynkus, Tippie, Morrison, Lawley and Ms. Sams, on the one hand, and the Company, on the other hand, the Board of Directors determined that all of the relationships fell within the categorical standards for independence set forth in the Independence Guidelines, except as follows:

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As required by the Independence Guidelines, the Board of Directors 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 members of the Audit Committee are also independent under the heightened standards required for Audit Committee members.

Our non-management directors meet at regularly scheduled executive sessions without management. In accordance with the NYSE corporate governance listing standards, Mr. Nix was elected by the Board of Directors as the Lead Independent Director upon the retirement of Mr. Tippie from the Board, and currently presides during these executive sessions.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to formalize and promote better understanding of our policies and procedures. At least annually, the Board reviews these guidelines. A copy of our current Corporate Governance Guidelines may be found on our website at www.rollins.com under the section titled “Governance – Governance Documents.” As required by the rules of the NYSE, 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

The Company has adopted a Code of Business Conduct applicable to all directors, officers and employees generally, as well as a supplemental Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions policy applicable to the directors and the principal executive officer, principal financial officer, and the principal accounting officer or controller or person performing similar functions for the Company. Both codes of business conduct are available on our website at www.rollins.com under the section titled “Governance – Governance Documents.”

Director Communications

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

Mr. Jerry W. Nix

c/o Internal Audit Department Rollins, Inc.

2170 Piedmont Road, N.E.

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 of Directors. Any communication addressed solely to the Lead Independent Director or the non-management directors will be forwarded directly to the appropriate addressee(s).

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DIRECTOR COMPENSATION

Overview of the Non-Employee Director Compensation Program

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

The Human Capital Management and Compensation Committee annually reviews each element of our Non-Employee Director compensation program and the total amount paid thereunder. In addition, at the Human Capital Management and Compensation Committee’s direction, Mercer, LLC the committee’s independent compensation consultant, provides a competitive analysis of director compensation levels, practices, and design features as compared to the general market as well as our compensation peer group. In October 2021, based on the competitive analysis provided by Mercer, the Human Capital Management and Compensation Committee and the Board approved changes to the Non-Employee Director compensation program for 2022 as described below.

2021 Annual Non-Employee Director Compensation Program

Cash Compensation

Under the Director Compensation Program in effect in 2021, our Non-Employee Directors received an annual cash retainer in the amount of $100,000. Committee Chairs also received additional annual cash retainers.  All retainers are payable in equal quarterly installments in arrears. In addition, all Non-Employee Directors also received compensation for their attendance at all regular and special committee meetings, payable on or after the date of the meeting. For each Non-Employee Director who is elected or appointed for the first time, the first quarterly installment of the annual 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 2021 Non-Employee Director Compensation Program:

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2021 Director Compensation Table

The following table sets forth the compensation paid to our directors for services rendered as a director for the year ended December 31, 2021. 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” 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.

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Changes Made to the Non-Employee Director Compensation Program for 2022

Equity Compensation

Under the Director Compensation Program in effect in 2021, our Non-Employee Directors did not receive equity. In October 2021, the Human Capital Management and Compensation Committee and the Board approved changes to the Director Compensation Program. Such changes included an annual equity grant in the form of restricted stock under the Company’s 2018 Stock Incentive Plan with a grant date value of $45,000. The restricted stock will be granted on the third business day following the Annual Meeting of Stockholders and will vest immediately on the grant date.

In addition to the equity compensation to be granted to the Non-Employee Directors described above, the Human Capital Management and Compensation Committee and the Board also approved the elimination of Board and committee meeting fees effective January 1, 2022. Our Non-Employee Directors will continue to receive an annual cash retainer in the amount of $100,000 and Committee Chairs will continue to receive additional annual cash retainers as outlined on page 13 above.  All retainers are payable in equal quarterly installments in arrears.

Non-Employee Director Stock Ownership Guidelines

Under Stock Ownership Guidelines, Non-Employee Directors are required to beneficially own, within five years of their initial grant, common stock of the Company equal to at least three times the annual equity retainer. 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 until such director is in compliance with their ownership requirement under these Stock Ownership Guidelines.

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Information Regarding Director Nominees and Continuing Directors

The following table sets forth the names, ages as of March 1, 2022, 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.

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

Director Nominees

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Continuing Directors

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PROPOSAL 1:

ELECTION OF DIRECTORS

Overview

Our board of directors is currently composed of ten members. In accordance with our Amended and Restated By-Laws, our Board is divided into three classes of directors. At the Annual Meeting, four Class III directors will be elected for a three-year term to succeed those whose terms expire, so that the term of office of one class of directors shall expire in each year. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death or resignation. Six other individuals serve as directors but are not standing for re-election because their terms as directors extend past this Annual Meeting pursuant to provisions of the Company’s 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.  John F. Wilson and Donald P. Carson and Mmes. Susan R. Bell and Louise S. Sams will be nominated to serve as Class III Directors. The nominees for election at the 2022 Annual Meeting are now directors of the Company, with the exception of Ms. Sams who is standing for election for the first time. Unless authority is withheld, the proxy holders will vote for the election of each nominee named below as a director. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who shall be designated by the present Board of Directors and recommended by the Nominating and Corporate Governance Committee to fill such vacancy. Thomas J. Lawley, MD, who is currently serving as a Class III Director, is not standing for re-election at the Annual Meeting.

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

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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 three independent directors, all of whom are considered financially literate under NYSE rules.

In fulfilling its oversight responsibilities with respect to the year ended December 31, 2021, the Audit Committee:

Based upon the review and discussions referred to previously, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of financial position of the Company and subsidiaries as of December 31, 2021 and 2020 and  the related statements of income, comprehensive earnings, stockholders equity and cash flows for each of the three years ended December 31, 2021 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of 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

Patrick J. Gunning

Jerry W. Nix

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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.

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Independent Registered Public Accounting Firm

Principal Auditor

Grant Thornton LLP served as the Company’s independent registered public accounting firm for the fiscal years ended December 31, 2021 and 2020.

The Audit Committee has appointed Grant Thornton LLP as Rollins, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Grant Thornton LLP has served as the Company’s independent auditors since 2004 and is considered by management to be well qualified. Representatives of Grant Thornton 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.

Audit Fees

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Pre-approval of Services

All of the services described above were pre-approved by the Company’s Audit Committee. The Audit Committee has determined that the payments made to its independent 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 years 2021 and 2020 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 is responsible for pre-approving all audit and non-audit services provided by the independent public accountants and ensuring that they are not engaged to perform the specific non-audit services proscribed by law or regulation. The Audit Committee also delegated pre-approval authority to the Chairperson, and the Chairperson may further delegate approval authority to another member

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of the Committee from time to time. 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.

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PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Overview

The Audit Committee of the Board of Directors has appointed Grant Thornton LLP as the Company’s independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2022. During fiscal 2021, Grant Thornton LLP served as our independent registered public accounting firm. Representatives of Grant Thornton LLP are expected to attend the annual meeting and will have the opportunity to respond to appropriate questions and, if they desire, to make a statement.

Although 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 stockholders do not ratify the appointment of Grant Thornton LLP, the current appointment will stand, but the Audit Committee will consider the stockholder action in determining whether to retain Grant Thornton LLP as our independent registered public accounting firm for future fiscal years.

Our Board of Directors recommends a vote FOR the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year.

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PROPOSAL 3:

PROPOSAL TO APPROVE THE ROLLINS, INC. 2022 EMPLOYEE STOCK PURCHASE PLAN

Overview and Reason for Proposal

On February 22, 2022, the Board approved the Rollins’ Inc. 2022 Employee Stock Purchase Plan (the “ESPP” or the “Plan”), subject to stockholder approval at the Annual Meeting. If approved by the stockholders, 1,000,000 shares of Common Stock will be reserved for issuance under the Plan, and the Plan will be effective on April 26, 2022.  Notwithstanding the foregoing, no offering under the Plan shall commence until the shares of Stock to be offered under the Plan have been registered with the SEC on a Form S-8. The Company intends that the Plan shall constitute an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

The purpose of the Plan is to provide eligible employees of the Company and its designated subsidiaries with the opportunity to purchase shares of Company Common Stock (“Stock”) through payroll deductions.  The Company believes that participation in the Plan will (i) provide eligible employees with a convenient means of acquiring an equity interest through payroll deductions; (ii) enhance eligible employees’ sense of participation in the Company; (iii) increase eligible employees’ interest in the success of the Company; and (iv) provide an additional incentive for eligible employees to remain employed by the Company or such designated subsidiary.  The closing price of Stock on March 1, 2022 on the New York Stock Exchange was $33.16.

Summary Description of the Plan

The following is a summary of the material provisions of the Plan and is qualified in its entirety by reference to the Plan document, which is attached to this Proxy Statement as Appendix A and incorporated herein by reference. Stockholders are urged to read the actual text of the Plan in its entirety.

Administration

The Human Capital Management and Compensation Committee of the Board (the “Administrator”) shall be responsible for the administration of the Plan and shall have the power in connection with such administration to interpret the Plan, to establish rules and procedures it deems appropriate to administer the Plan, and to take such other action in connection with such administration as it deems necessary or equitable under the circumstances. The Administrator shall also have the power to delegate the duty to perform such administrative functions as the Administrator deems appropriate under the circumstances, and any action taken in accordance with such delegation shall be considered the action of the Administrator.

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Eligibility

All employees of the Company or a Designated Subsidiary are eligible to participate in the Plan, with the exception of an employee who would own (immediately after the grant of an option under the Plan) Stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of its parent or subsidiary corporations based on the rules set forth in sections 423(b)(3) and 424 of the Code; provided, however, that an employee who is a member of a collective bargaining unit that has elected, on behalf of its members, not to participate in the Plan in accordance with the requirements of Code Section 423 shall not be treated as an Eligible Employee while such election remains in effect. All officers of the Company and its Designated Subsidiaries are eligible to participate in the Plan, with the exception of Gary W. Rollins, the Chairman and Chief Executive Officer, due to Mr. Rollins’ beneficial ownership of more than 5% of Rollins’ stock. As of March 1, 2022, approximately 16,500 employees of the Company and its subsidiaries are expected to be eligible to participate in the Plan. In the future, the Administrator may, in its discretion, exclude certain classes of employees from participating in the Plan, as set forth therein.  

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Offering Periods and Purchase Date

Unless otherwise established by the Administrator prior to the beginning of an offering period, all offering periods will be of approximately six months’ duration. If approved by the stockholders at the Annual Meeting, the Company anticipates the first offering period to commence on July 1, 2022 and continue until December 30, 2022, and that subsequent offering periods would begin each January 1 and July 1 (or the next trading day, if such date is not a trading day.) Subject to the requirements of Section 423 of the Code, the Administrator may create special offering periods for individuals who become Eligible Employees solely in connection with the acquisition of a majority interest in another company or business by a stock acquisition, merger, reorganization or purchase of assets. The purchase date for each offering period shall be the last day of such offering period, or if such date is not a day on which the Stock is traded on the New York Stock Exchange, the last such trading day immediately preceding such date.

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Payroll Deductions

To participate in an offering period, an Eligible Employee shall be required to properly complete and timely file a payroll deduction authorization form with the Administrator before the end of an enrollment period preceding the offering period. Such authorization form shall specify the specific dollar amount (unless the Administrator determines that contributions may be designated as a percentage of compensation) to be deducted from his or her compensation each pay period during the offering period for which such payroll deduction authorization is in effect. The Administrator may also establish uniform rules regarding (i) the types of compensation from which deductions may be taken; (ii) limitations on the dollar amounts (or percentages of compensation) that may be withheld from a participant’s compensation; and (iii) required minimum contribution levels, provided that all such limitations shall satisfy the requirements of Section 423(b)(5) of the Code with respect to an offering. A participant may not make any contribution to his or her account except through payroll deductions; provided, however, that the Administrator may allow participants to make contributions by check or other means instead of payroll deductions if, for any offering, the Administrator determines that such other contributions are permissible under  Section 423 of the Code.

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Unless otherwise determined by the Administrator with respect to an offering, a participant shall have the right to make one amendment to their payroll deduction authorization after the end of an Enrollment Period to reduce or to stop the payroll deductions which he or she previously authorized.  The Administrator may establish procedures and deadlines by which participants must make such amendments to a payroll deduction authorization.

Purchase Price

The purchase price per share of Stock to be sold to participants under the Plan shall be the lesser of (i) ninety percent (90%) of the fair market value of a share of Stock on the first day of the offering period; or (ii) ninety percent (90%) of the fair market value of a share of Stock on the purchase date.  If such percentage results in a fraction of one cent, the purchase price shall be increased to the next highest full cent.  The Administrator may adjust the purchase price in its sole discretion with respect to an offering, provided that the purchase price shall not be less than the lesser of (i) eighty-five percent (85%) of the fair market value of a share of Stock on the first day of the offering period; or (ii) eighty-five percent (85%) of the fair market value of a share of Stock on the purchase date.  In no event shall the purchase price be less than the par value of a share of stock.

Options; Purchase Limitations

As of the first day of each offering period, each participant shall automatically be deemed to have been granted an option to purchase such whole and fractional shares of Stock (not to exceed 10,000 shares, subject to adjustment under the Plan as described below) as may be purchased with the payroll deductions credited to the participant’s account during the applicable offering period. On the last day of each offering period, the payroll deductions accumulated for each participant during the offering period will be applied automatically to purchase shares of Stock at the purchase price in effect for the offering period. No option granted by operation of the Plan to any Eligible Employee shall permit his or her rights to purchase shares of Stock under the Plan or under any other employee stock purchase plan (within the meaning of Section 423 of the Code) of the Company and its parent or any of its subsidiaries at a rate which exceeds $25,000 of the fair market value of

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such stock for any calendar year. Such fair market value shall be determined as of the first day of the offering period for which the option is granted.

Adjustment for Changes in Shares

The number of shares of Stock covered by outstanding options granted pursuant to the Plan and the related purchase price and the number of shares of Stock available under the Plan shall be adjusted by the Board in an equitable manner to reflect any change in the capitalization of the Company, including, but not limited to such changes as dividends paid in the form of Stock or Stock splits.  Furthermore, the Board shall adjust (in a manner which satisfies the requirements of Section 424(a) of the Code), the number of shares of Stock available under the Plan and the number of shares of Stock covered by options granted under the Plan and the related option prices in the event of any corporate transaction described in Section 424(a) of the Code.  Any such adjustment may create fractional shares of Stock or a right to acquire a fractional share.  An adjustment made by the Board shall be conclusive and binding on all affected persons.

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Voluntary Account Withdrawal

A participant may elect to withdraw the entire balance credited to his or her account for an offering period by filing an amended payroll deduction authorization with the Administrator on or before the purchase date for such period.  If a participant makes such a withdrawal election, such balance shall be paid to him or her in cash (without interest) as soon as practicable after such amended payroll deduction authorization is filed, and no further payroll deductions shall be made on his or her behalf for the remainder of such offering period.  If a participant dies on or before a purchase date and the Administrator has timely notice of his or her death, the Administrator shall deem such participant to have elected to withdraw the entire balance credited to his or her account.  

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Termination of Eligibility; Transferability

If a participant’s employment as an Eligible Employee terminates on or before the purchase date for an offering period for any reason whatsoever, his or her account shall be distributed in cash as soon as practicable immediately before the date his or her employment terminated.  Neither the balance credited to a participant’s account nor any rights to the exercise of an option or to receive shares of Stock under the Plan may be assigned, encumbered, alienated, transferred, pledged, or otherwise disposed of in any way by a participant during his or her lifetime or by any other person during his or her lifetime, and any attempt to do so shall be without effect; provided, however, that the Administrator in its absolute discretion may treat any such action as an election by a participant to withdraw the balance credited to his or her account. Shares of Stock acquired under the Plan may not be sold or transferred, other than by will or laws of descent and distribution or to joint ownership with a participant’s spouse, for a period of 12 months following the purchase date on which such shares were acquired.

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Termination; Amendment

The Plan may be amended by the Board from time to time to the extent that the Board deems necessary or appropriate in light of, and consistent with, Section 423 of the Code and the laws of the State of Delaware, and any such amendment shall be subject to the approval of the Company’s stockholders to the extent such approval is required under Section 423 of the Code or the laws of the State of Delaware or to the extent such approval is required under applicable law or stock exchange listing requirements.  Without limiting the foregoing, any amendment to increase the number of shares that may be purchased under the Plan (other than an increase merely reflecting an adjustment) shall be effective only if approved by the Company’s stockholders.  The Board also may terminate the Plan or any offering made under the Plan at any time. If not earlier terminated by the Board, the Plan will terminate when all shares of Stock authorized for issuance thereunder have been issued.

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New Plan Benefits

Benefits and purchases of Stock under the Plan depend on elections made by participants and the fair market value of the Stock on dates in the future.  As a result, it is not possible to determine the benefits that will be received by executive officers and other employees in the future under the Plan.  As noted above, our Chairman and Chief Executive Officer is ineligible to participate in the Plan. Each participant is limited to the $25,000 annual purchase restriction as well as the participant and offering period restrictions described above. Directors who are not also employees are not eligible to participate in the Plan.

Federal Income Tax Consequences

The following is a summary of the material U.S. federal income tax consequences associated with the purchase of Stock under the Plan under current federal tax laws. The summary does not address tax rates or non-U.S., state or local tax consequences, nor does it address employment tax or other federal tax consequences except as noted.

The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Code. In general, a participant will not recognize U.S. federal taxable income until the sale or other disposition of the shares of Stock purchased under the Plan. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends on the participant’s holding period with respect to the shares.

If the shares are sold or disposed of more than one year from the date of purchase and more than two years after the first day of the offering period in which they were purchased, or upon the participant’s death while owning the shares, the participant will recognize ordinary income in an amount generally equal to the lesser of: (i) an amount equal to 10% of the fair market value of the shares on the first day of the offering period (or such other percentage equal to the applicable purchase price discount), and (ii) the excess of the sale price of the shares over the purchase price. Any additional gain will be treated as long-term capital gain. If the shares held for the periods described above are sold and the sale price is less than the purchase price, then there will be no ordinary income and the participant will recognize a long-term capital loss in an amount equal to the excess of the purchase price over the sale price of the shares.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, other than following the participant’s death while owning the shares, the participant generally will recognize as ordinary income an amount equal to the excess of the fair market value of the shares on the date the shares were purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the participant’s holding period with respect to the shares.

The Company is not entitled to a deduction for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized upon a sale or disposition of shares prior to the expiration of the holding periods described above.

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Our Board of Directors recommends a vote “FOR” approval of the Rollins, Inc. 2022 Employee Stock Purchase Plan

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EXECUTIVE OFFICERS

The following narratives summarize the business experience over at least the last five years of our current executive officers, other than Messrs. Rollins, Wilson and Gahlhoff, whose business experience is described above in the section titled “Information Regarding Director Nominees and Continuing Directors” on page 15.

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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 2021 for each of our named executive officers which consist of our Principal Executive Officer, each person who served as our Principal Financial Officer at any time during the fiscal year 2021, 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 2021. For a complete understanding of the executive compensation program, this disclosure should be read in conjunction with the Summary Compensation Table and other executive compensation-related disclosures included in this Proxy Statement.

In fiscal 2021, our named executive officers were:

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Executive Compensation Practices and Governance Policies

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General Compensation Objectives and Guidelines

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

The 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:  

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:

In addition, we also provide retirement compensation plans, group welfare benefits and certain perquisites.

We believe (i) a competitive base salary is important to attract, retain and motivate our top executives; (ii) annual performance-based incentive compensation is valuable in recognizing and rewarding individual achievement; and (iii)

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equity-based compensation makes executives “think like owners” and, therefore, aligns their interests with those of our stockholders.

Fiscal 2021 Named Executive Officer Compensation Details

The graphic below reflects the approximate general distribution of the three core elements of our named executive officers’ target compensation earned for fiscal 2021 as determined by our Human Capital Management and Compensation Committee.

Compensation Elements

The following table sets forth information regarding each of the three core elements of target compensation for the executive officers in 2021, including a description of each element.

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Base Salary

Base salary represents the fixed element of the compensation of our executive officers 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.  

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2021 Base Salary Adjustments

Based upon the recommendation of Mr. Rollins, the Human Capital Management and Compensation adjusted the base salary of Mr. Gahlhoff from $525,000 to $600,000 (representing a 14% increase) in January 2021 in connection with his promotion to President and Chief Operating Officer in September 2020. The Human Capital Management and Compensation also adjusted the base salary of Ms. Bimmerman from $204,194 to $255,000 (representing a 24.9% increase) based upon the recommendation of Messrs. Rollins and Gahlhoff in July 2021 in connection with Ms. Bimmerman’s new role as Interim Chief Financial Officer and Treasurer. No other salary adjustments were made to executive officers in 2021.

Performance-Based Incentive Cash Compensation Plan

In January 2021, the Human Capital Management and Compensation Committee approved the terms of the Company’s 2021 Performance Based Incentive Cash Compensation Plan for Executive Officers (the “2021 Cash Incentive Plan”), which replaced and superseded the 2018 Cash Incentive Plan. Under the 2021 Cash Incentive Plan, executive officers have an opportunity to earn bonuses of up to a certain percent of each executive officer’s annual base salaries upon achievement of bonus performance goals approved by the Human Capital Management and Compensation Committee. Such bonus performance goals consist of the Company’s and individual’s achievement of specific levels of one or more of the following three targeted financial measures:

The bonus performance goals will continue to be pre-established each year by the Human Capital Management and Compensation Committee for all executive officers and measured annually. No bonuses are payable under the 2021 Cash Incentive Plan if the goals are not approved by the Human Capital Management and Compensation Committee within 90 days after the commencement of the performance period to which such goals relate. We believe that the incentive-related provisions provide performance incentives that are and will be beneficial to the Company and its stockholders. Unless sooner amended or terminated by the Human Capital Management and Compensation Committee, the 2021 Cash Incentive Plan will be in place until April 28, 2026.

All of the named executive officers participated in the 2021 Cash Incentive Plan. All executive officers with the exception of Mr. Rollins also participate in an individual Key Operating Initiative (“KOIs”) and may receive a bonus for achievement of such KOIs.

The maximum performance-based cash incentive for each of the named executive officers for fiscal 2021 is summarized in the table below. Awards earned in 2021 under the 2021 Cash Incentive Plan were accrued in 2021 and paid in January 2022.

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Revenue to Plan Performance Goal

The revenue to plan performance-based cash incentive targets for each of the named executive officers for fiscal 2021 is summarized in the table below:

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The minimum achievement of revenue to plan for the named executive officers to be eligible to earn a bonus under this performance goal of the 2021 Cash Incentive Plan was 20 percent. This performance goal for the plan in 2021 was a 6.6 percent increase in revenue. Because the actual increase in Company revenue to plan in 2021 was 105.3 percent, this resulted in bonuses of 60 percent of annual base salary for Mr. Rollins, 8.7 percent of annual base salary for Ms. Bimmerman, 50 percent of annual base salary for Mr.  Wilson, 40 percent of annual base salary for Mr. Gahlhoff and 20 percent of annual base salary for Ms. Chandler. Mr. Northen did not receive a bonus payout under this performance goal for 2021 pursuant to the terms of his bonus agreement.

Pre-Tax Profit to Plan Performance Goal

The pre-tax profit to plan performance-based cash incentive targets for each of the named executive officers for fiscal 2021 is summarized in the table below:

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(1)  The actual maximum 2021 performance-based cash incentive that Ms. Bimmerman was eligible to receive for the achievement of the pre-tax profit to plan performance goal under both the 2021 Cash Incentive Plan (8.7%) and the RSC Bonus Plan (10.2%) is prorated based on the number of days Ms. Bimmerman participated in each plan in 2021.

The minimum growth in the Company’s pre-tax profit for 2021 to be eligible for a bonus was 95 percent and the Company’s 2021 performance resulted in an actual achievement in pre-tax profit to plan of 110.6 percent. This resulted in bonuses of 90 percent of annual base salary for Mr. Rollins, 75 percent of annual base salary for Mr. Wilson, 18.9 percent of annual base salary for Ms. Bimmerman, 70 percent of annual base salary for Mr. Gahlhoff, and 45 percent of annual base salary for Ms. Chandler. Mr. Northen did not receive a bonus payout under this performance goal for 2021 pursuant to the terms of his bonus agreement.

2021 Individual Key Operating Initiatives

In 2021, all executive officers with the exception of Messrs. Rollins and Wilson were also eligible to receive a cash bonus upon the achievement of their respective KOIs. In 2021, the following named executive officers that participated in this performance goal were eligible to receive a cash bonus for achievement of the initiatives tied to the following KOIs:

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The Company’s performance in 2021 resulted in a bonus of 6.8 percent of annual base salary for Ms. Bimmerman, a bonus of 8 percent of annual base salary for Mr. Gahlhoff Jr., and a bonus of 6 percent of annual base salary for Ms. Chandler. Mr. Northen did not receive a bonus payout under this performance goal for 2021 pursuant to the terms of his bonus agreement.

The amount of bonuses under each performance component of the Company’s 2021 Cash Incentive Plan is determined based upon straight-line interpolation of the applicable formula for each such component without the use of discretion. In addition to any bonuses earned under the 2021 Cash Incentive Plan, the Human Capital Management and Compensation Committee has the authority to award discretionary bonuses. No discretionary bonuses were awarded for 2021, with the exception of Ms. Bimmerman who received a discretionary bonus under the RSC Bonus Plan in the amount of $7,231.

Equity-Based Awards

At the Company’s annual meeting of stockholders held on April 24, 2018, the stockholders approved the terms of the 2018 Stock Incentive Plan. Under the 2018 Stock Incentive Plan, the Human Capital Management and Compensation Committee has the authority to grant directors, officers and other key employees who are responsible for or contribute to the growth and/or profitability of the business of the Company, restricted stock and other equity compensation. Pursuant to the terms

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of the 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, not to exceed a maximum of 225,000 shares during any fiscal year for any one individual. All share, per share and market price data herein have been adjusted for the three-for-two stock split to stockholders of record on November 10, 2020, paid on December 10, 2020.

The 2018 Stock Incentive Plan allows for a wide variety of stock-based awards such as stock options and restricted stock awards. In recent years, the Company has awarded time-lapse restricted stock in lieu of granting stock options. The terms and conditions of these awards are described in more detail below.

Awards under the 2018 Stock Incentive Plan are purely discretionary, are not based upon any specific formula and may or may not be granted in any given fiscal year. For the past three years, we have granted time-lapse restricted stock to various employees, including our named executive officers, in early January during our regularly scheduled meeting of the Human Capital Management and Compensation Committee during which the Committee reviews the Company’s executive compensation program. Consistent with this practice, the Human Capital Management and Compensation Committee granted time-lapse restricted stock awards to our named executive officers in January 2021 as follows:

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The amount of the aggregate stock-based awards to our executive officers in any given year is influenced by the Company’s overall performance. The amount of each grant to our executive officers is influenced in part by the Human Capital Management and Compensation Committee’s subjective assessment of each individual’s respective contributions to achievement of the Company’s long-term goals and objectives. In evaluating individual performance for these purposes, the Human Capital Management and Compensation Committee considers the overall contributions of executive management as a group and the Committee’s subjective assessment of each individual’s relative contribution to that performance rather than specific aspects of each individual’s performance over a short-term period. It is our expectation to continue yearly grants of restricted stock awards to selected executives although we reserve the right to modify or discontinue this or any of our other compensation practices at any time. Grants are made under our 2018 Stock Incentive Plan and the plan is administered pursuant to Rule 16b-3 under the Exchange Act.

Prior to 2022, all of our time-lapse restricted stock awards have had the same features. For awards of time-lapse restricted stock granted prior to January 2022, the shares vest one-fifth per year beginning on the second anniversary of the grant date. For awards of time-lapse restricted stock granted in January 2022, the shares will vest one-fifth 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 of Directors, all unvested restricted shares shall vest immediately.

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Other Compensation

Health and Retirement Plans

The executive officers all participate in the Company’s regular employee benefit programs, including the 401(k) Plan with Company match, group life insurance, group medical and dental coverage and other group benefit plans. The Company maintains a non-qualified retirement plan (the “Deferred Compensation Plan”) for our executives and highly compensated employees, and the Rollins 401(k) Savings Plan for the benefit of all of our eligible employees. The Deferred Compensation Plan also provides other benefits as described below under “Nonqualified Deferred Compensation” on page 47. If approved by the stockholders, the executive officers will also be eligible to participate in the Rollins, Inc. 2022 Employee Stock Purchase Plan as discussed on page 24, with the exception of Gary W. Rollins, the Chairman and Chief Executive Officer, due to Mr. Rollins’ beneficial ownership of more than 5% of Rollins’ stock.

Perquisites and Other Personal Benefits

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

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:

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The Human Capital Management and Compensation Committee is composed of three non-employee directors, Mr. Jerry W. Nix (Chairperson), Dr. Thomas J. Lawley and Gregory B. Morrison, each of whom is independent. Mr. Henry B. Tippie served on the Human Capital Management and Compensation Committee until his retirement on April 12, 2021.

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

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Committee may also, from time to time, and in its discretion, form and delegate all or a portion of its authority with respect to the executive officers to subcommittees; provided that such subcommittees must meet the Committee’s composition requirements set forth in its Charter or under any applicable federal or state laws.

Role of Management

The Human Capital Management and Compensation Committee solicits input from the Chief Executive Officer and the President and Chief Operating Officer with respect to the performance of the other executive officers and their compensation levels. The Vice President of Total Rewards also provides the Human Capital Management and Compensation Committee with input as it pertains to the compensation of all executive officers. The Human Capital Management and Compensation Committee considers Mr. Rollins’ evaluation and his direct knowledge of each executive officer’s performance and contributions when making compensation decisions. 

The Role of Stockholder Say-on-Pay Votes

We provide our stockholders with the opportunity to cast an advisory vote on executive compensation (a “say-on-pay proposal”) every three years. At our annual meeting of stockholders held in April 2020, a substantial majority of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Human Capital Management and Compensation Committee believes this affirms the stockholders’ support of our approach to executive compensation. The stockholders voted to hold a say-on-pay advisory vote on executive compensation every three years, and the Board resolved to accept the stockholders’ recommendation. As a result, the advisory vote on executive compensation will be held again at the 2023 annual meeting of stockholders. The Human Capital Management and Compensation Committee will continue to consider the outcome of our say-on-pay votes when making future compensation decisions for our executive officers.

Role of the Human Capital Management and Compensation Committee Consultant

In October 2021, upon the recommendation of the Company’s management, the Human Capital Management and Compensation Committee approved the engagement of Mercer, LLC (“Mercer”) an independent executive compensation advisory firm, to serve as its independent compensation consultant. In doing so the Human Capital Management and Compensation Committee reviewed information regarding the independence and potential conflicts of interest of Mercer. The Human Capital Management and Compensation Committee members took into account, among other things, the factors enumerated by the SEC and NYSE for evaluating compensation advisor independence, including, without limitation, the engagements and fees described below, and concluded that Mercer is independent and that no conflict of interest exists. Mercer attended certain Human Capital Management and Compensation Committee meetings, but did not advise the Human Capital Management and Compensation Committee with respect to any 2021 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 2021, Mercer reviewed the Company’s director and executive officer compensation strategy and programs to ensure appropriateness and market-competitiveness, with a view toward evaluation 2022 compensation. Mercer’s fees for director and executive compensation consulting services provided to the Human Capital Management and Compensation Committee in 2021 were $29,056. During 2021, management retained the services of Mercer to provide executive compensation consulting services and healthcare consulting services. The total fees paid for these services in 2021 were $40,357 for executive compensation consulting services and $284,077 for healthcare consulting services. The services provided by Mercer to management were not approved by the Human Capital Management and Compensation Committee.

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Policies Regarding Stock Ownership by Executive Officers

Stock Ownership Requirements

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

Participants under the Guidelines have a period of four years in which to satisfy the Guidelines, from the date of appointment to a qualifying position. Participants who become subject to these Guidelines after January 1, 2022 will have their individual ownership requirement established based upon their 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 will require recalculation of a participant’s ownership requirements as appropriate. Once established, a participant’s ownership requirement does not change as a result of changes in their base salary or fluctuations in the Company’s common stock price. After the Guidelines are met, participants are required to retain a minimum of 20% of any future equity awards.

Shares counted toward this requirement will be 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 must be maintained for as long as the participant is subject to the Guidelines.

In addition, in 2021, the Human Capital Management and Compensation Committee 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 14.

Prohibition on Hedging and Pledging of Common Stock

Under our insider trading policy, we prohibit our employees, including our named executive officers and the members of our board of directors, from hedging or pledging or otherwise encumbering, individually owned or granted Company securities.

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Clawback Policy

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

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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.

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

Jerry W. Nix, Chairperson

Thomas J. Lawley, M.D.

Gregory B. Morrison

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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.

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EXECUTIVE OFFICER COMPENSATION & BENEFITS

Summary Compensation Table

There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of severance or compensation, including incentive or bonus payments, other than annual equity and bonus grant agreements. The following table provides information regarding the compensation awarded to, earned by and paid to each of our named executive officers for the years indicated below:

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(a) The amounts shown in this column include:

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Grants of Plan-Based Awards in 2021

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The shares of Common Stock disclosed in the table below represent grants of restricted Common Stock under our 2018 Stock Incentive Plan awarded in fiscal year 2021 to our named executive officers. All grants of restricted Common Stock in 2021 vest one-fifth per year beginning on the second anniversary of the grant date. We have not issued any stock options in the past three fiscal years.

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The Company does not have any outstanding option awards held by the executives named in our Summary Compensation Table. The table below sets forth the total number of restricted shares of Common Stock outstanding at December 31, 2021 and held by the executives named in our Summary Compensation Table but which have not yet vested, together with the market value of these unvested shares based on the $34.21 closing price of our Common Stock on December 31, 2021.

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OPTION EXERCISES AND STOCK VESTED

The following table sets forth the number of shares of Common Stock acquired by the named executive officers and the aggregate value realized upon the vesting of stock during the fiscal year ended December 31, 2021. None of our named executive officers owned any stock options that were exercised in 2021.

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PENSION BENEFITS

The Company’s Retirement Income Plan, a trustee defined benefit pension plan, provided monthly benefits upon retirement at or after age 65 to eligible employees. In the second quarter of 2005, the Company’s Board of Directors approved a resolution to cease all future retirement benefit accruals under the Retirement Income Plan effective June 30, 2005. During September 2019, the Company settled its fully funded pension plan through a combination of lump sum payments to participants, payments to the Pension Benefit Guaranty Corporation, and the purchase of a group annuity contract. Retirement income benefits were based on the average of the employee’s compensation from the Company for the five consecutive complete calendar years of highest compensation during the last ten consecutive complete calendar years (“final average compensation”) immediately preceding June 30, 2005. The estimated annual benefit payable at the later of retirement or age 65 for each named executive officer is disclosed in the following table:

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NONQUALIFIED DEFERRED COMPENSATION

On June 13, 2005, the Company approved the Rollins, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”) that is designed to comply with the provisions of the American Jobs Creation Act of 2004 (including Section 409A of the Internal Revenue Code). The Deferred Compensation Plan provides that employees eligible to participate in the Deferred Compensation Plan include those who are both members of a group of management and/or highly compensated employees selected by the committee administering the Deferred Compensation Plan. All of the executive officers are eligible to participate in the Company’s Deferred Compensation Plan. The table below sets forth the contributions made to the Deferred Compensation Plan, the aggregate earnings in 2021 and the balances as of December 31, 2021 for each named executive officer under the Deferred Compensation Plan:

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The Deferred Compensation Plan provides that participants may defer up to 50% of their base salary and up to 85% of their annual bonus with respect to any given plan year, subject to a $2,000 per plan year minimum. The Company may make discretionary contributions to participant accounts but has not done so since 2011.

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

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

Generally, the Deferred Compensation Plan provides for distributions of any deferred amounts upon the earliest to occur of a participant’s death, disability, retirement or other termination of employment (a “Termination Event”). However, for any deferrals of salary and bonus (but not Company contributions), participants would be entitled to designate a distribution date

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which is prior to a Termination Event. Generally, the Deferred Compensation Plan allows a participant to elect to receive distributions under the Deferred Compensation Plan in installments or lump-sum payments.

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401(k) PLAN

The Company maintains the Rollins 401(k) Savings Plan, a defined contribution qualified retirement plan (the “401(k) Plan”). Participants in the 401(k) Plan may make before-tax and Roth after-tax contributions, subject to IRS limits, and the Company makes matching contributions. Participants may also make rollover contributions to the 401(k) Plan. Previously, participants were permitted to make non-Roth after-tax contributions. The full amount of a participant’s vested benefit is payable upon his termination of employment, retirement, total and permanent disability, death or age 59½. The forms of benefit payment under the 401(K) Plan are dependent upon the vested account balance. If the participant’s vested account balance is greater than $1,000 up to and including $5,000 upon termination of employment, a participant may roll their distribution into another qualified plan or an individual retirement plan of their choice, or it will be rolled into a Prudential individual retirement account. If the account balance is equal to or less than $1,000, the participant may roll their vested balance into another qualified plan or take a lump sum distribution. If the participant’s account balance is greater than $5,000 upon termination of employment, they can leave their funds in the Plan, take a full or partial lump sum distribution, take systematic distributions or roll their vested assets into another qualified plan or individual retirement account. A participant may withdraw before-tax and Roth contributions upon specified instances of financial hardship. A participant may withdraw all or any portion of their non-Roth after-tax account and rollover account at any time. Amounts contributed by the Company to the accounts of named executive officers as matching contributions under the 401(k) Plan are included in the “All Other Compensation” column of the Summary Compensation Table on page 40.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table describes the potential payments and benefits under the Company’s compensation and benefit plans and arrangements to which the named executive officers would be entitled upon termination of employment. There are no other agreements, arrangements or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment, except as described below. Any agreement to provide additional payments or benefits to a terminating executive officer would be in the discretion of the Human Capital Management and Compensation Committee. The executive officers are not entitled to additional benefits at death or disability per the terms of the defined benefit plan. The amounts payable at retirement are disclosed in the “Pension Benefits” section on page 46. The executive officers can choose to receive the amounts accumulated in the Deferred Compensation Plan either as a lump sum or in installments at retirement, death or disability. These amounts have been disclosed under the “Nonqualified Deferred Compensation” section on page 47.

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

The table below shows the incremental restricted shares that would become vested under the Stock Award Agreement as of December 31, 2021, at the closing market price of $34.21 per share for our Common Stock, as of that date, in the case of retirement, death, disability or change in control.

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