UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 2, 2022, the Board of Directors (the “Board”) of Rollins, Inc. (the “Company”) appointed Kenneth D. Krause to serve as the Company’s Executive Vice President, Chief Financial Officer and Treasurer, and Principal Financial Officer, effective September 1, 2022. Julie Bimmerman, the Company’s current Interim Chief Financial Officer and Treasurer and Principal Financial Officer, will relinquish those responsibilities and will resume her previous responsibilities as Group Vice President, Finance and Investor Relations also effective September 1, 2022.
Mr. Krause, age 47, has served as the Senior Vice President, Chief Financial Officer, Chief Strategy Officer and Treasurer of MSA Safety, Inc. since 2015. Mr. Krause also served in various other leadership roles at MSA Safety, Inc. with increasing levels of responsibility from 2006 to 2015. Mr. Krause received a Bachelor of Science in Business Administration - Accounting from Slippery Rock University and an MBA from the University of Pittsburgh Katz Graduate School of Business. Mr. Krause is also a Certified Public Accountant.
In connection with Mr. Krause’s appointment as Executive Vice President, Chief Financial Officer and Treasurer, Mr. Krause will receive:
| ● | An annual base salary in the amount of $675,000; |
| ● | An annual target cash bonus opportunity of 100% of Mr. Krause’s annual base salary, prorated to 50% for 2022, and subject to the terms and conditions of the Rollins, Inc. Executive Bonus Plan and the Human Capital Management and Compensation Committee’s (the “Committee”) approval of the performance goals; |
| ● | Subject to the approval of the Committee of the Board: |
| ● | a one-time equity award with a grant date fair market value of $2,500,000 based on the closing price of the Company’s stock on September 1, 2022, that will vest over a three-year period beginning on January 1, 2023, with one-third of the award vesting on that date and the remaining two-thirds vesting in equal portions on each subsequent anniversary of that date, subject to the terms and conditions of the Company’s 2018 Stock Incentive Plan; and |
| ● | an annual target equity opportunity of 200% of Mr. Krause’s annual base salary beginning in 2023, subject to the terms and conditions of the Company’s 2018 Stock Incentive Plan. |
| ● | A one-time signing bonus in the amount of $500,000, less normal withholdings, to be paid within thirty-days of Mr. Krause’s start date and subject to full repayment in the event Mr. Krause leaves the Company before twelve-months from his start date; |
| ● | A one-time cash bonus in the amount of $430,000, less normal withholdings, to be paid on or before February 28, 2023 and subject to full repayment in the event Mr. Krause leaves the Company before twelve-months from his start date; |
| ● | Relocation assistance in connection with his move to the Atlanta, Georgia area; and |
| ● | Eligibility to participate in certain benefit programs available to similarly situated executives of the Company and other benefit programs available to all full-time employees of the Company following the completion of sixty days of service with the Company. |
Mr. Krause has no family relationships that require disclosure pursuant to Item 401(d) of Regulation S-K and has not been involved in any transactions that require disclosure pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Krause and any other person pursuant to which Mr. Krause was named Executive Vice President, Chief Financial Officer and Treasurer of the Company. His employment is at will and is subject to the discretion of the Board.
The Company issued a press release on August 2, 2022 announcing Mr. Krause’s appointment. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
| Description |
99.1 |
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104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Rollins, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ROLLINS, INC.
Date: August 3, 2022 | By: | /s/ Jerry Gahlhoff, Jr |
| Name: | Jerry Gahlhoff, Jr. |
| Title: | President and Chief Operating Officer |