DEF 14A of RPC Inc
Filed Mar 18, 2026 · FY20250001104659-26-030766
Overview of the Non-Employee Director Compensation Program
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 RPC employees, Messrs. Hubbell and Palmer 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 and the total of our Non-Employee Director Compensation Program and periodically makes recommendations for any changes to the Board. There were no changes made to the Non-Employee Director Compensation Program for 2026.
2025 Annual Non-Employee Director Compensation Program
2025 Annual Non-Employee Director Compensation Program
Cash and Equity Compensation
Cash and Equity Compensation Under the Director Compensation Program in effect in 2025, our Non-Employee Directors received an annual cash retainer and an annual equity grant in the form of fully vested Company common shares under the Company’s 2024 Equity Stock Incentive Plan (SIP); Committee Chairs and members received additional annual cash retainers. All cash retainers are payable in equal quarterly installments in arrears. For each Non-Employee Director who is elected or appointed for the first time, the first quarterly installment of the annual cash retainers will be paid for the first quarter that ends on or after the date of his or her initial election or appointment, prorated based on service during the quarter. In addition, equity retainers are prorated to the Non-Employee Director who is elected to the Board after the grant date. The following table sets forth the 2025 Non-Employee Director Compensation Program:
Cash and Equity Compensation
| | Annual | Annual | Annual | Committee | | | Chair | Board Member | Equity | Member Annual | | | Retainer | Cash Retainer | Retainer | Cash Retainer | | Board/Committee | ($) | ($) | ($) | ($) | | Board of Directors | — | 75,000 | 50,000 | — | | Lead Independent Director | 10,000 | — | — | — | | Audit Committee | 20,000 | — | — | 6,000 | | Human Capital Management and Compensation Committee | 10,000 | — | — | 3,000 | | Nominating and Corporate Governance Committee | 6,000 | — | — | 2,000 |
Cash and Equity Compensation
| 2026 ANNUAL PROXY STATEMENT | |
2025 Director Compensation Table
2025 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, 2025. Two of our directors, Richard A. Hubbell and Ben M. Palmer, are employees of the Company, and each of their employee compensation information is set forth in the Summary Compensation Table under the Executive Compensation section of this Proxy Statement. Directors that are Company employees do not receive any additional compensation for services rendered as a director. All of the directors shown below have never been employed by the Company or paid a salary or bonus by the Company and do not participate in any Company-sponsored retirement plans.
2025 Director Compensation Table
| | Fees Earned or | Stock | Option | | | | Paid in Cash | Awards(1) | Awards | Total | | Name | ($) | ($) | ($) | ($) | | Susan R. Bell | 81,000 | 50,000 | — | 131,000 | | Patrick J. Gunning | 100,000 | 50,000 | — | 150,000 | | Gary Kolstad(2) | 34,851 | 39,400 | — | 74,251 | | Amy R. Kreisler | 77,000 | 50,000 | — | 127,000 | | Stephen E. Lewis | 51,923 | 50,000 | — | 101,923 | | Jerry W. Nix | 107,000 | 50,000 | — | 157,000 | | Gary W. Rollins(3) | 23,283 | — | — | 23,283 | | Pamela R. Rollins(3) | 23,283 | — | — | 23,283 | | Timothy C. Rollins | 77,000 | 50,000 | — | 127,000 | | John F. Wilson | 86,000 | 50,000 | — | 136,000 |
2025 Director Compensation Table
| (1) All stock awards are fully vested at grant. |
2025 Director Compensation Table
| (2) Prorated based on date of appointment. |
2025 Director Compensation Table
| (3) Partial year of service. Did not stand for re-election at the April 22, 2025 Annual Stockholders’ meeting. |
Key Attributes, Experience and Skills of Director Nominees
Key Attributes, Experience and Skills of Director Nominees
Director Nominees
Director Nominees
Director Nominees
| Richard A. Hubbell | | | | Executive Chairman of the Board Non-Independent Member of the Board of Directors Chairman of the Executive Committee | | Richard A. Hubbell has been Executive Chairman of the Board since 2022. Prior to that, he served as a Director, the Company’s President since 1987 and its Chief Executive Officer since 2003. This experience has given Mr. Hubbell extensive knowledge of the Company’s business and industry. He is also the Executive Chairman of the Board of Directors at Marine Products Corporation and previously served as its President and Chief Executive Officer since 2001. Previously, he was Executive Vice President of Rollins Communications, Inc., a media company. He joined Rollins, Inc. in 1970. Mr. Hubbell received a Bachelor of Arts in Economics from Westminster College. | |
Director Nominees
| Amy R. Kreisler | | | | Executive Director, The O. Wayne Rollins Foundation Non-Independent Member of the Board of Directors Member of the Nominating and Corporate Governance Committee | | Amy R. Kreisler has served as a Director of RPC, Inc. since 2016. Ms. Kreisler is a Vice President at LOR, Inc., a private family investment company. She is the Executive Director of The O. Wayne Rollins Foundation and a Trustee of The Ma-Ran Foundation. In each of these roles, she oversees grant-making activities and directs the administration of foundation assets. She is also a member of The Lovett School Board of Trustees, serving on their Executive Committee and Endowment Committee. She is a board member of The Shepherd Center Foundation. Ms. Kreisler brings both legal and business experience to the Board. She is a long-standing member of the Rollins School of Public Health’s Dean’s Council and a former Board member of the Emory University Board of Visitors. Ms. Kreisler is currently a member of the Board of Directors at Marine Products Corporation. Ms. Kreisler is a former attorney of the law firm Arnall Golden Gregory LLP. She holds an English Degree from Hollins University and a Law Degree from The College of William and Mary Law School. Ms. Kreisler is the sister of Timothy C. Rollins. | |
Director Nominees
| | 2026 ANNUAL PROXY STATEMENT |
Director Nominees
| Patrick J. Gunning | | | | Former Chief Financial Officer at The Woodruff Arts Center Retired Partner, Ernst & Young LLP Lead Independent Member of the Board of Directors , Effective Immediately Following the 2026 Annual Meeting Chairman of the Audit Committee Member of the Nominating and Corporate Governance Committee Member of the Human Capital Management and Compensation Committee | | Patrick J. Gunning has served as a Director of RPC, Inc. since 2021. Mr. Gunning brings extensive risk oversight, financial and strategic experience to our Board of Directors. Mr. Gunning retired as a Partner from Ernst & Young LLP in June 2020, a role he had held since May 2002, after a 39-year career in public accounting. Mr. Gunning held multiple leadership roles at Ernst & Young LLP including Southeast Region Leader of the Financial Accounting Advisory Services practice, Southeast Area Industry Leader of the Retail and Consumer Products practice, and lead audit partner for numerous publicly traded and privately owned companies. Prior to joining Ernst & Young LLP, Mr. Gunning worked at Arthur Andersen LLP from 1981 to 2002, where he served as a partner, lead audit partner and Assurance Division Leader. Mr. Gunning also served as the Chief Financial Officer of the Woodruff Arts Center, a non-profit organization, from 2020 to 2022. Mr. Gunning currently serves on the Boards of Directors at Marine Products Corporation and Rollins, Inc., roles he has held since 2021. Mr. Gunning received a Bachelor of Business Administration in Accountancy from the University of Notre Dame and is a Certified Public Accountant in the state of Georgia. | |
Director Nominees
| Susan R. Bell | | | | Retired Partner, Ernst & Young LLP Independent Member of the Board of Directors Member of the Audit Committee | | Susan R. Bell has served as a Director of RPC, Inc. since 2021. Ms. Bell brings extensive risk oversight, financial and strategic experience to our Board of Directors. Ms. Bell retired as Partner from Ernst & Young LLP in 2020 after a 36-year career in public accounting. At Ernst & Young LLP, Ms. Bell served as both an audit and advisory partner, led the Southeast Risk Advisory practice and served as the Atlanta Office Managing Partner. Prior to working at Ernst & Young LLP, Ms. Bell started her career at Arthur Andersen LLP in 1984 where she served as an audit partner from 1996 to 2002. Ms. Bell currently serves as a member of the Board of Directors at Marine Products Corporation, Rollins, Inc. and First Advantage Corporation. She also serves on the Board compensation committee of First Advantage Corporation and the Board audit committee of Marine Products Corporation, and chairs the audit committees of Rollins, Inc. and First Advantage Corporation. Ms. Bell graduated summa cum laude from Mississippi State University with a Bachelor of Professional Accountancy and is a Certified Public Accountant in the states of Georgia and Tennessee. | |
Director Nominees
| 2026 ANNUAL PROXY STATEMENT | |
Director Nominees
| Ben M. Palmer | | | | President and Chief Executive Officer Non-Independent Member of the Board of Directors Member of the Executive Committee | | Ben M. Palmer has served as a Director of RPC, Inc. since 2022. Mr. Palmer has been serving as President and Chief Executive Officer of the Company since 2022. Previously, he served as Vice President, Chief Financial Officer, and Treasurer of the Company beginning in 1996 and also Corporate Secretary from 2018 to 2022. This experience has given Mr. Palmer extensive knowledge of the Company’s business and industry. He is also the President and Chief Executive Officer of Marine Products Corporation and previously served as its Vice President, Chief Financial Officer, Treasurer and Corporate Secretary. Mr. Palmer is currently a member of the Board of Directors at Marine Products Corporation. Prior to joining RPC, Inc., he served for three years as the CFO of EQ Services, a commercial mortgage and asset management subsidiary of The Equitable Companies. Prior to that, he spent ten years with Arthur Andersen LLP in its audit and business advisory services division. Mr. Palmer has a Bachelor of Science in Business Administration from Auburn University. | |
Director Nominees
| John F. Wilson | | | | Executive Chairman of the Board, Rollins, Inc. Independent Member of the Board of Directors Member of the Audit Committee Member of the Nominating and Corporate Governance Committee Member of the Human Capital Management and Compensation Committee | | John F. Wilson has served as a Director of RPC, Inc. since 2022. Mr. Wilson currently serves as the Executive Chairman of the Board of Rollins, Inc., a position he has held beginning January 1, 2025. He has served in the following roles on that company Board: as Vice-Chairman from 2020 to 2024, and as a Director since 2013. He previously served as President and Chief Operating Officer of Rollins, Inc. from 2013 to 2020, Vice President of Rollins, Inc. from 2011 to 2013, and as President of Orkin, LLC, from 2009 to 2013. Mr. Wilson’s experience at Rollins has provided him with significant business management and public company expertise. He also serves as Vice Chairman of the Professional Pest Management Association and as a member of The Carter Center Board of Councilors, positions he has held since 2011 and 2015, respectively. Mr. Wilson is currently a member of the Board of Directors at Marine Products Corporation. | |
Director Nominees
| Timothy C. Rollins | | | | Vice President, LOR, Inc. Non-Independent Member of the Board of Directors Member of the Nominating and Corporate Governance Committee | | Timothy C. Rollins has served as a Director of RPC, Inc. since 2022. Mr. Rollins is a Vice President of LOR, Inc., a private family investment company, where he manages the firm’s investment portfolio and cattle operations. In this role, Mr. Rollins also leads the Executive Team of Operations and is responsible for approving major capital expenditures. He brings extensive management and financial expertise to the Board. Mr. Rollins is a Trustee of Emory University, the Woodruff Health Sciences Center, the O. Wayne Rollins Foundation, and the Ma-Ran Foundation. He also serves on the Board of Directors of Marine Products Corporation and has been nominated for election to the Board of Directors of Rollins, Inc. Mr. Rollins holds a Bachelor of Science in Business Administration from Boston University. Mr. Rollins is the brother of Amy R. Kreisler. | |
Director Nominees
| | 2026 ANNUAL PROXY STATEMENT |
Director Nominees
| Stephen E. Lewis | | | | Former Chair & CEO and Retired Partner, Troutman Pepper Independent Member of the Board of Directors Member of the Audit Committee, effective immediately following the 2026 Annual Meeting | | Stephen E. Lewis served as the Chair and Chief Executive Officer of Troutman Pepper from 2020 through 2023, having previously served as the Managing Partner and CEO of predecessor firm Troutman Sanders from 2016 to 2020. Mr. Lewis retired from Troutman Pepper at the end of 2024. Mr. Lewis has expertise in the professional and business services, real estate, manufacturing, transportation and logistics, and retail industries and has international business experience. Mr. Lewis was recently appointed to the board of directors at Piedmont Office Realty Trust, Inc., a real estate investment trust. He currently serves on the Board of Directors and Nominating Committee of the UNC School of Law Alumni Association. He previously served on the Executive Committee and the Finance Committee of the Metro Atlanta Chamber of Commerce, as the Chair of the Board of Trustees of Leadership Atlanta; on the Executive Committee of Junior Achievement of Georgia; on the Board of Visitors of the University of North Carolina at Chapel Hill; and on the Board of Directors of the Metro Atlanta YMCA. Mr. Lewis received a BS in Business Administration (Accounting Concentration) and a JD from the University of North Carolina at Chapel Hill. He has been a member of the Georgia Bar since 1991. | |
Director Nominees
| Gary Kolstad | | | | Private Investor Independent Member of the Board Member of the Audit Committee, effective immediately following the 2026 Annual Meeting | | Gary Kolstad serves as the Chairman and Co-Founder of Morpheus LLC from 2020 to the present. Additionally, Mr. Kolstad serves as the Chairman and CEO of Accuscribe from 2021 to the present. Prior to that, he was the CEO of CARBO Ceramics for 14 years. Mr. Kolstad spent 21 years at Schlumberger in senior manager roles and has vast experience in the Oil & Gas industry globally. He has expertise in entrepreneurs and start-ups with business incubation and market expansions in relation to technology. He previously volunteered as the CEO of the Montana Technological University foundation during 2022. Mr. Kolstad earned a BS in petroleum engineering from Montana Tech complemented by studies in Psychology and Engineering at Montana State University-Bozeman. | |
Director Nominees
| Wesley N. Slagle | | | | President, RFA Management Company, LLC Non-Independent Member of the Board | | Wesley N. Slagle has served as the President of RFA Management Company LLC, the multi-generational Rollins family office from March 2022 to the present. In addition, he has served as the Secretary of LOR, Inc., a private family investment company from March 2022 to the present. Previously, Mr. Slagle held multiple positions at Goldman Sachs from 2014 to 2022 including Managing Director and Mid-Atlantic Region Head of the firm’s Private Wealth Management division. Mr. Slagle brings capital allocation, strategic planning, and meaningful investment experience at both public and private companies to the Board. Prior to his time at Goldman Sachs, Mr. Slagle worked in various roles at AllianceBernstein, GE Energy and the US Navy, where he served as an officer onboard a nuclear-powered fast attack submarine. Mr. Slagle received a BS in systems engineering from the United States Naval Academy and an MBA from Emory University. | |
Director Nominees
| 2026 ANNUAL PROXY STATEMENT | |
Director Nominees
PROPOSAL 1: ELECTION OF DIRECTORS
Executive Compensation Practices and Governance Policies
| RPC Goals | How Goal was Reinforced in Our 2025 Compensation Program | | Generate strong financial performance and returns for our stockholders | ➢ Most of the executive compensation was delivered in the form of Annual Cash Incentives and Long-Term Incentive Compensation which align with stockholder interests. ➢ Our 2025 Annual Incentive Compensation was based on OCF, a non-GAAP measure, as the primary performance metric. See section titled Annual Incentive Compensation of this report for schedule showing computation of OCF. ➢ Our Long-Term Incentive Compensation incentivizes the creation of stockholder value through the grant of equity compensation including the use of absolute and relative Total Shareholder Return (TSR) performance goals for a portion of the Performance Share Unit awards (PSU). | | Attract and retain highly qualified individuals, with a strong emphasis on teams working together to capitalize on opportunities and solve problems | ➢ We did not target a specific market percentile for executive compensation. Instead, executive compensation was set based on a holistic review of several factors, including market pay levels, individual performance and qualifications, and executive tenure. ➢ Our Annual and Long-Term Incentive programs generally reward company-wide results rather than performance against individual objectives. ➢ Our named executives’ compensation includes Long-Term Incentives that vest over a multi-year period to encourage their retention. |
General Compensation Objectives and Guidelines
| > | align the interests of our executives with the long-term interests of the Company’s stockholders. |
General Compensation Objectives and Guidelines
| > | annual performance-based cash incentive compensation (cash incentive); and |
General Compensation Objectives and Guidelines
| > | grants of stock-based awards such as restricted stock awards and performance share units (equity incentive). |
Fiscal 2025 Named Executive Officer Compensation Details
The numbers presented in the charts above are calculated in accordance with the presentation in the Summary Compensation Table included in the Executive Compensation section. Accordingly, the cash incentive component consists of the cash bonuses earned in prior years that are actually paid out for 2025 performance, but the stock awards are valued at fair value on the grant date. The valuation of the PSUs, which are subject to performance conditions and absolute and relative TSR performance, is based upon certain assumptions. See section titled Grants of Plan-Based Awards in 2025 for further information about their valuation. Actual value ultimately received by the NEOs with respect to these awards may be greater or lesser than the grant date fair value. Fixed compensation presented in the chart consists of base salary. The numbers presented for “Other Named Executive Officers” are averaged for simplicity of presentation, but the mix for individual NEOs varies depending upon their role and responsibilities, as the Human Capital Management and Compensation Committee has deemed appropriate.
Compensation Elements
| Compensation Element | Description | | Base Salary | Fixed cash compensation based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance. | | Annual Incentive Compensation | Annual performance-based incentive cash compensation with target award amounts for each executive officer. Actual bonus amounts may be higher or lower than target based on the achievement of certain Company performance goals. | | Long-Term Incentive Compensation | Grants of stock-based awards in the form of Time-Based Restricted Share Awards (RSAs) and PSUs. Like annual incentive compensation, PSUs provide for target award payouts, but actual payout levels may be higher or lower than target based on achievement of Company performance goals and stock performance over a three-year term. |
Annual incentive Compensation
Annual incentive Compensation The Company offers Performance-Based Incentive Cash Compensation to the executive officers. On an annual basis, the Human Capital Management and Compensation Committee establishes performance goals after the commencement of the performance period to which such goals relate. Performance goals for each participant may be based on corporate, business unit/function or individual performance, or a combination of one or more such measures. In connection with the annual establishment of performance goals, the Committee sets a target award for each participant for the applicable year, which is expressed as a percentage of the participant’s base compensation (the Target Award) in effect on the last day of the final pay period of that year. If the participant’s performance goals are based upon a combination of performance measures, the Committee will weigh the importance of each performance measure by assigning a percentage (the Weighted Percentage) to each performance measure (Target Performance Goal). The participant’s cash award amount is then determined based upon the level of achievement that the participant attained with respect to each such performance measure, based on a performance value (Performance Value) which ranges from:
Annual incentive Compensation
| > | threshold performance level (with a Performance Value of 50% of the Target Award); |
Annual incentive Compensation
| > | target performance level (with a Performance Value of 100% of the Target Award); to |
Annual incentive Compensation
| > | maximum performance level (with a Performance Value of 200% of the Target Award). |
Annual incentive Compensation
| | 2026 ANNUAL PROXY STATEMENT |
Annual incentive Compensation
To calculate a participant’s cash award amount for a given year where there is more than one performance measure, the amount earned for each such measure will be calculated individually first, and then they are totaled to determine the total payout. The amount earned for each performance measure equals the product of the Target Award multiplied by the Weighted Percentage assigned to that performance measure, multiplied by the Performance Value attained for that performance measure, multiplied by base salary. However, no bonus is earned if performance is below threshold level, and the bonus is capped at the maximum amount. The Committee determines the maximum cash award as a percentage of a participant’s base salary for each applicable year. In 2025, there was only one performance goal, so the Weighted Percentage multiplier was 100%. See diagram below for a visualization of the Performance-Based Incentive Cash Compensation calculation for 2025: For 2025, the Committee established the target incentive award for the Chief Executive Officer and for the other members of executive management at the amounts shown in the following table:
Annual incentive Compensation
| | Award Opportunity | | | | | Base Salary | Target Award | Target Award | | Executive Officer | ($) | (as a % of base salary) | ($) | | Ben M. Palmer | 618,000 | 100 | 618,000 | | Michael L. Schmit | 350,200 | 70 | 245,140 | | Richard A. Hubbell | 515,000 | 100 | 515,000 |
Annual incentive Compensation
The performance criteria applicable to the participants for 2025 were determined based solely on corporate financial performance. The Human Capital Management and Compensation Committee established a corporate financial performance goal for 2025 using OCF as described below. OCF was used for determining the Target Performance Goal in 2025 and is computed as Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) minus cash paid for capital expenditures. These calculations are subject to adjustments for unusual items, as approved by the Human Capital Management and Compensation Committee. For the year ended December 31, 2025, these adjustments included a net of reduction of $11.8 million comprising of the cashflows and costs related to a recently completed acquisition of $9.1 million and an insurance gain of $2.7 million. A table below shows the calculation in more detail. EBITDA is a widely used financial
Annual incentive Compensation
| 2026 ANNUAL PROXY STATEMENT | |
Annual incentive Compensation
performance of short-term corporate profitability and is calculated by adding interest, tax, depreciation and amortization expenses to net income. For 2025, the Target Performance Goal was set considering OCF achieved by the company in the last ten years. The Company was required to achieve at least 50% of the target performance goal for executive officers to be eligible for any incentive cash compensation. These awards are determined on a sliding scale between the threshold performance level which corresponds to 50% of the performance goal, and maximum performance level, which corresponds to 175% of the target performance goal. To be eligible for the bonus award for 2025, OCF was required to be at least $17.5 million to be at the threshold, $35.0 million to be at the target, and $61.3 million to be at the maximum. Each level of the target performance level has a corresponding bonus payout percentage ranging from 50% at the threshold performance level, 100% at the target performance level, and 200% at the maximum performance level. OCF of $57.0 million corresponds to 187% bonus payout percentage. The Company has consistently established Target Performance Goals for Executive compensation, and the Committee has not typically exercised discretion to waive the performance goals based on difficult industry conditions or other factors. The target criteria and actual fiscal 2025 results for OCF are as follows:
Annual incentive Compensation
| C | | | | | | | Metrics | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Percent Attained of Target Award | | OCF | $17.5 million | $35.0 million | $61.3 million | $56.7 million | 187.0% |
Annual incentive Compensation
The actual fiscal 2025 result for OCF was calculated as follows:
Annual incentive Compensation
| 2025 OCF Calculation (in Millions $’s) | | | EBITDA | $212.4 | | Cash Capital Expenditures | (143.9) | | Other Adjustments | (11.8) | | OCF | $56.7 |
Annual incentive Compensation
The Company operates in a cyclical business where financial performance is influenced by, among other things, changes in oil and natural gas prices. The Company generated OCF at 162% of target, which resulted in incentive compensation of 187% of the target award for 2025. The table below sets forth the threshold, target and maximum percentages of base salary for awards, together with the achievement and actual Annual Cash Incentives paid to our NEOs, based on actual Company results.
Annual incentive Compensation
| | Award Opportunity | | | | Bonus Earned | | | Name | Threshold (1) | Target (1) | Maximum (1) | OCF Target Achieved | % of Target Award (1) | | | Ben M. Palmer | 50% | 100% | 200% | 162% | 187% | 1,155,660 | | Michael L. Schmit | 50% | 100% | 200% | 162% | 187% | 458,412 | | Richard A. Hubbell | 50% | 100% | 200% | 162% | 187% | 963,050 |
Annual incentive Compensation
| (1) Award Opportunity is a percentage of Target Award |
Annual incentive Compensation
| | 2026 ANNUAL PROXY STATEMENT |
Annual incentive Compensation
For 2024, our NEOs received no short-term cash incentive, based on the performance achieved that year. For 2023, our NEOs were paid 128% of the target cash incentive award, based on the performance achieved that year. As of the proxy date, the 2026 cash incentives have been designed and set with similar performance goals as in 2025.
Long-term incentive compensation
Long-term incentive compensation Our Stock Incentive Plan (SIP) allows for a wide variety of stock-based awards including RSAs and PSUs. The terms and conditions of awards granted under the SIP are described in more detail below. Awards under the Company’s SIP 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 few years, we have granted RSAs to various employees, including our executive officers, during our regularly scheduled meeting of the Human Capital Management and Compensation Committee in which the Committee reviews executive compensation, and more recently incorporated PSUs into the executive compensation program. In order to balance performance and retention incentives, awards made during fiscal 2025 consisted of 75% RSAs and 25% PSUs, based on the number of shares subject to the award, counting PSUs at target. At the January 2026 meeting, 2026 awards also consisted of 75% RSAs and 25% PSUs. The Human Capital Management and Compensation Committee believes that RSAs promote an “ownership” culture, align executives’ interests with those of our Stockholders and provide retention incentives for our executive officers, while PSUs act as an additional tool for linking individual interests of our executive officers to those of our Stockholders. Consistent with this practice, we granted the following awards to our executive officers:
Long-term incentive compensation
| RSAs: | | | | Name | 2025 | 2024 | | Ben M. Palmer | 159,000 | 120,000 | | Michael L. Schmit | 71,400 | 45,000 | | Richard A. Hubbell | 102,000 | 80,000 | | PSUs: | | | | Name | 2025* | 2024* | | Ben M. Palmer | 52,118 | 30,000 | | Michael L. Schmit | 23,763 | 11,250 | | Richard A. Hubbell | 33,947 | 20,000 |
Long-term incentive compensation
* Represents target levels and assumes no adjustment due to the TSR modifier. For 2025, total equity compensation granted is comprised of RSAs and PSUs that will be earned over time as described below: RSAs –The RSAs granted in 2024 and later vest ratably over a period of three years and RSAs granted in 2023 vest over four years. Prior to 2023, the RSAs vested one-fifth per year beginning on the second anniversary of the grant date. RSAs have full voting and dividend rights. However, until the RSAs vest, they cannot be sold, transferred or pledged. Should the executive leave our employment for any reason prior to the vesting dates (other than due to disability or retirement on or after age 65), the unvested RSAs will be forfeited. In the event of death, or “change in control” as determined by the Board of Directors, all unvested RSAs shall vest immediately. PSUs – For 2025 each of the officers was granted a target number of PSUs with each such unit representing the right to receive, to the extent then vested, an amount payable in stock, subject to certain performance conditions measured over the 3-year period ending in 2027. Potential payouts under the PSUs are based on levels of performance using “3-Year Cumulative EBITDA,” which is calculated by adding interest, tax, depreciation and amortization expenses to net income. This computation is subject to potential adjustments approved by the Human Capital and Compensation Committee but only if such an adjusted measure is disclosed in the Company’s SEC filings. The award provides for threshold, target and maximum levels of payout, so that attainment of 50% of the
Long-term incentive compensation
| 2026 ANNUAL PROXY STATEMENT | |
Long-term incentive compensation
target 3-Year Cumulative EBITDA will result in a payout at 50% of target level, while attaining 130% of the target 3-Year Cumulative EBITDA will result in a maximum payout at 200% of target level awards; subject to further adjustment based upon a TSR Modifier. The TSR Modifier adjusts the payout levels upward or downward by an amount up to 20%, based on the applicable relative percentile ranking of our stock benchmarked against the Philadelphia Oil Services Sector. TSR is calculated as the net price change in the market price for our stock over the 3-Year period, based on the 20-trading day average price at the beginning of 2025 and the end of 2027. With respect to both measures, interpolation is used to determine the payouts associated with performance between the threshold, target and maximum levels. Based on current estimates, 2025 PSU grants may meet or exceed the target performance level and 2024 PSU grants may meet or exceed threshold, although actual performance could be higher or lower than our estimates. See section titled Grants of Plan-Based Awards in 2025 below for threshold, target, and maximum share numbers and grant date fair values. The Human Capital Management and Compensation Committee reviews the performance levels of the outstanding awards for the past three years while setting performance targets for the current year PSU awards. The PSUs granted in 2025 are set to cliff-vest on December 31, 2027. Should the executive leave our employment for any reason prior to the vesting dates (other than due to death, disability or change in control as defined in the agreements), the unvested PSUs will be forfeited. In the event of death, disability or change in control as defined in the agreements, all unvested PSUs shall vest immediately at 100% of target levels, without regard to the actual EBITDA performance, and with no adjustment for the TSR modifier. The 2023 PSU awards did not meet the threshold performance level of cumulative EBITDA for three years totaling $1.0 billion and therefore did not vest at the end of the three-year period that ended on December 31, 2025. In addition, the target and maximum performance level of cumulative EBITDA for three years were set at totaling $1.3 billion and $1.6 billion respectively. The TSR modifier was not considered since the actual performance was below the threshold level. PSU awards also include the right to “Dividend Equivalents” with respect to the underlying shares. Dividend equivalents are accrued over the performance period, in cash, based upon target payout level, subject to a true-up at the end of the three-year cycle. Accrued Dividend Equivalents will be paid out upon vesting of the PSUs, but no such Dividend Equivalents will be payable to the extent the awards fail to vest or are forfeited, or the performance goals are not met. PSUs confer no voting rights with respect to the underlying shares prior to vesting and payout. The amount of the aggregate stock-based awards to our executive officers in any given year is influenced by the Company’s overall performance: for both RSAs and PSUs, the Committee takes into consideration both our historical performance and our projected goals and plans; in the case of PSUs, a certain minimum performance must be achieved in order for any shares to be issued. The amount of each grant to our executive officers is influenced in part by the Committee’s assessment of each individual’s respective contributions to achievement of the Company’s long-term goals and objectives, in addition to the recent prices of the Company’s common shares. In evaluating individual performance for these purposes, the 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. We expect to continue annual grants of RSAs and PSUs, although we reserve the right to modify or discontinue these or any of our other compensation practices at any time. Grants of RSAs and PSUs are made under our SIP which is administered pursuant to Rule 16b-3 under the Exchange Act.
Equity Award grant policies
Equity Award grant policies Equity awards are discretionary and are generally granted to our named executive officers in the first quarter of the applicable fiscal year. In certain circumstances, including the hiring or promotion of an officer, the Human Capital Management and Compensation Committee may approve grants to be effective at other times. RPC does not currently grant stock options to its employees. The Human Capital Management and Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2025, and RPC does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| | | | | | Change in | | | | | | | | | Pension | | | | | | | | | Value and | | | | | | | | Non-Equity | Nonqualified | | | | | | | | Incentive | Deferred | | | | | | | Stock | Plan | Compensation | All Other | | | | | Salary | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($) | ($)(1) | ($)(2) | ($) | ($)(3) | ($) | | Ben M. Palmer | 2025 | 618,000 | 1,388,265 | 1,155,660 | — | 30,150 | 3,192,075 | | President and | 2024 | 600,000 | 1,224,900 | — | — | 29,930 | 1,854,830 | | Chief Executive Officer | 2023 | 600,000 | 998,400 | 768,000 | — | 25,050 | 2,391,450 | | Michael L. Schmit | 2025 | 350,200 | 625,919 | 458,412 | — | 30,150 | 1,464,681 | | Vice President, | 2024 | 340,000 | 459,338 | — | — | 29,930 | 829,268 | | Chief Financial Officer, Treasurer | 2023 | 300,000 | 441,600 | 268,800 | — | 11,030 | 1,021,430 | | and Corporate Secretary | | | | | | | | | Richard A. Hubbell | 2025 | 515,000 | 894,170 | 963,050 | — | 57,960 | 2,430,180 | | Executive Chairman | 2024 | 500,000 | 816,600 | — | — | 35,100 | 1,351,700 | | of the Board | 2023 | 500,000 | 720,000 | 640,000 | — | 33,690 | 1,893,690 |
SUMMARY COMPENSATION TABLE
| (1) Represents the fair value of the award at the date of grant computed in accordance with ASC Topic 718. See Note titled Retirement Plans to our Financial Statements contained in our Form 10-K for the period ended December 31, 2025 for a discussion of assumptions used in these computations. For this computation, we do not include an assumption for estimated forfeitures. Grant date fair value is comprised of the $1,023,960 related to RSAs and $364,305 related to PSUs for Mr. Palmer, $459,816 related to RSAs and $166,103 related to PSUs for Mr. Schmit, and $656,880 related to RSAs and $237,290 related to PSUs for Mr. Hubbell. For the PSUs, the fair value presented assumes that all of the awards will pay out at target levels with no adjustment for the TSR modifier. If the maximum level of performance is achieved, including maximum upward adjustment pursuant to the TSR Modifier, the grant date fair values of the PSUs would be $874,332 for Mr. Palmer; $398,648 for Mr. Schmit; and $569,495 for Mr. Hubbell. |
SUMMARY COMPENSATION TABLE
| (2) Annual incentive compensation is accrued in the fiscal year earned and paid in the following fiscal year. No bonuses were earned for 2024. |
SUMMARY COMPENSATION TABLE
| (3) All other compensation for 2025 includes the following items for: |
SUMMARY COMPENSATION TABLE
| Ben M. Palmer: | Includes 401(k) Plan Company match of $15,750 and allowance for automobile of $14,400. |
SUMMARY COMPENSATION TABLE
| Michael L. Schmit: | Includes 401(k) Plan Company match of $15,750 and allowance for automobile of $14,400. |
SUMMARY COMPENSATION TABLE
| Richard A. Hubbell: | Includes 401(k) Plan Company match of $15,750, cost of personal use of Company provided automobile of $14,808, personal use of plane $22,337, and cost of dining club dues. |
SUMMARY COMPENSATION TABLE
| 2026 ANNUAL PROXY STATEMENT | |
GRANTS OF PLAN-BASED AWARDS in 2025
GRANTS OF PLAN-BASED AWARDS in 2025
GRANTS OF PLAN-BASED AWARDS in 2025
| | | | | | | | | All Other | Grant Date | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Stock Awards: | Fair Value | | | | Under Non-Equity | | | Under Equity | | | Number of | of Stock | | | | Incentive Plan Awards(1) | | | Incentive Plan Awards(2) | | | Shares | and Option | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | RSA | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) (3) | ($)(4) | | Ben M. Palmer | 2/18/2025 | 309,000 | 618,000 | 1,236,000 | — | — | — | — | — | | | 1/28/2025 | — | — | — | 26,059 | 52,118 | 104,236 | — | 364,305 | | | 1/28/2025 | — | — | — | — | — | — | 159,000 | 1,023,960 | | Michael L. Schmit | 2/18/2025 | 122,570 | 245,140 | 490,280 | — | — | — | — | — | | | 1/28/2025 | — | — | — | 11,882 | 23,763 | 47,526 | — | 166,103 | | | 1/28/2025 | — | — | — | — | — | — | 71,400 | 459,816 | | Richard A. Hubbell | 2/18/2025 | 257,500 | 515,000 | 1,030,000 | — | — | — | — | — | | | 1/28/2025 | — | — | — | 16,974 | 33,947 | 67,894 | — | 237,290 | | | 1/28/2025 | — | — | — | — | — | — | 102,000 | 656,880 |
GRANTS OF PLAN-BASED AWARDS in 2025
| (1) These amounts illustrate the potential bonus awards under the Management Incentive Plan for 2025. See Summary Compensation Table for actual amounts paid pursuant to these awards. |
GRANTS OF PLAN-BASED AWARDS in 2025
| (2) PSUs are earned based upon the Company’s performance, over a three-year period, in each case subject to a potential adjustment based upon the application of the TSR modifier. The amounts shown do not include the upward or downward TSR modifier adjustment of 20%. PSUs entitled to certain Dividend Equivalents as described in the section titled Compensation, Discussion and Analysis – Long Term Incentive Compensation section. |
GRANTS OF PLAN-BASED AWARDS in 2025
| (3) These amounts represent shares underlying RSAs granted during 2025 that vest ratably over three years. RSAs have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. |
GRANTS OF PLAN-BASED AWARDS in 2025
| (4) These amounts represent aggregate grant date fair value for grants of RSAs and PSUs awarded in fiscal year 2025 under our SIP computed in accordance with ASC Topic 718. The amounts reported with respect to PSUs are based on the probable outcome of the performance conditions as of the grant date, which is estimated at target, with no adjustment for the TSR modifier. Actual payouts may be different based on the Company’s performance. Please see footnote (1) to the Summary Compensation Table for additional details. |
GRANTS OF PLAN-BASED AWARDS in 2025
We have not issued any stock options since 2003 and have no immediate plans to issue additional stock options.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The Company does not have any outstanding option awards made in prior years to the executives named in our Summary Compensation Table. The table below sets forth the total number of unearned and unvested shares underlying PSUs that remained outstanding at December 31, 2025, as adjusted based upon achievement against performance targets to date, as well as restricted shares of Common Stock outstanding at December 31, 2025 that were granted in prior years to the executives, but had not yet vested on that date. The table also presents market values of those awards, calculated based on the $5.44 closing price of our Common Stock on December 31, 2025, the last trading day of the year.
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | 2026 ANNUAL PROXY STATEMENT |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| | Stock Awards | | | | | | | | Equity Incentive | Equity Incentive | | | Number of | Market Value | Plan Awards: | Plan Awards: | | | Shares or | of Shares or | Number of | Market or Payout | | | Units of | Units of | Unearned Shares, | Value of Unearned | | | Stock That | Stock That | Units or Other | Shares, Units or Other | | | Have Not | Have Not | Rights That | Rights That Have | | | Vested | Vested | Have Not Vested | Not Vested | | Name | (#) (1) | ($) | (#) (2) | ($) | | Ben M. Palmer | 354,200 | 1,926,848 | 67,118 | 365,122 | | Michael L. Schmit | 132,650 | 721,616 | 29,388 | 159,871 | | Richard A. Hubbell | 273,459 | 1,487,617 | 43,947 | 239,072 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| (1) RSAs granted prior to 2023 vested one-fifth per year beginning on the second anniversary of the grant date. RSAs granted in 2023 vest one-fourth per year beginning on the first anniversary of the grant date. RSAs granted in 2024 and later vest one-third per year beginning on the first anniversary of the grant date. Shares of RSAs granted to the executive officers that have not vested as of December 31, 2025, are summarized in the table that follows: |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| Name | | Number of shares | Grant date | Date fully vested | | Ben M. Palmer | RSA | 13,400 | 1/28/2020 | 1/28/2026 | | | RSA | 26,800 | 1/26/2021 | 1/26/2027 | | | RSA | 36,000 | 5/18/2022 | 1/26/2027 | | | RSA | 39,000 | 1/24/2023 | 1/24/2027 | | | RSA | 80,000 | 4/23/2024 | 1/23/2027 | | | RSA | 159,000 | 1/28/2025 | 1/28/2028 | | | PSU (2) | 15,000 | 4/23/2024 | 12/31/2026 | | | PSU (2) | 52,118 | 1/28/2025 | 12/31/2027 | | Michael L. Schmit | RSA | 14,000 | 5/18/2022 | 1/26/2027 | | | RSA | 17,250 | 1/24/2023 | 1/24/2027 | | | RSA | 30,000 | 4/23/2024 | 1/23/2027 | | | RSA | 71,400 | 1/28/2025 | 1/28/2028 | | | PSU (2) | 5,625 | 4/23/2024 | 12/31/2026 | | | PSU (2) | 23,763 | 1/28/2025 | 12/31/2027 | | Richard A. Hubbell | RSA | 20,000 | 1/28/2020 | 1/28/2026 | | | RSA | 40,000 | 1/26/2021 | 1/26/2027 | | | RSA | 30,000 | 5/18/2022 | 1/26/2027 | | | RSA | 28,125 | 1/24/2023 | 1/24/2027 | | | RSA | 53,334 | 4/23/2024 | 1/23/2027 | | | RSA | 102,000 | 1/28/2025 | 1/28/2028 | | | PSU (2) | 10,000 | 4/23/2024 | 12/31/2026 | | | PSU (2) | 33,947 | 1/28/2025 | 12/31/2027 |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| (2) PSU amounts disclosed above are at threshold for 2024 and target for 2025 with no adjustment for the TSR modifier. PSU amounts granted in 2023 were forfeited as the performance conditions were not met. The actual number of shares and value realized may be different from the number presented and will depend upon the company’s actual achievement with respect to the performance criteria and our relative TSR over a three-year performance period. For more information regarding the PSUs, see section titled Compensation Discussion and Analysis – Long-term Incentive Compensation. |
OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END
| 2026 ANNUAL PROXY STATEMENT | |
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED The following table sets forth:
OPTION EXERCISES AND STOCK VESTED
| > | the number of restricted shares of Common Stock acquired by the executives named in the Summary Compensation Table upon the vesting of shares during the fiscal year ended December 31, 2025; |
OPTION EXERCISES AND STOCK VESTED
| > | the aggregate dollar amount realized on the vesting date for such RSAs computed by multiplying the number of shares vested by the market value of the shares on the vesting date; and |
OPTION EXERCISES AND STOCK VESTED
| > | the market value of shares was based on the closing price for the Company’s Common Stock on the date of exercise or vesting, as the case may be. The value realized for awards set forth in the table is calculated in accordance with SEC rules as described above, without regard to whether the NEO has actually transferred the stock or when; accordingly, the actual value realized by the NEOs may be greater or lesser than what is set forth in the table. |
OPTION EXERCISES AND STOCK VESTED
None of the Named Executive Officers owned any stock options to acquire our Common Stock during 2025.
OPTION EXERCISES AND STOCK VESTED
| | Stock Awards | | | | Number of Shares | | | | Acquired on | Value Realized | | | Vesting | on Vesting | | Name | (#) | ($) | | Ben M. Palmer | 114,300 | 772,289 | | Michael L. Schmit | 30,625 | 208,681 | | Richard A. Hubbell | 110,728 | 744,379 |
OPTION EXERCISES AND STOCK VESTED
| | 2026 ANNUAL PROXY STATEMENT |
OPTION EXERCISES AND STOCK VESTED
BENEFIT PLANS
Pension Benefits
Pension Benefits The Company’s Retirement Income Plan, a trusteed defined benefit pension plan, that provided monthly benefits upon normal retirement at age 65 to eligible employees, was fully terminated in 2023.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION The SRP was established as a nonqualified plan for the cash contributions made to certain longer serviced employees in lieu of freezing the Retirement Income Plan benefit accruals and a compensation deferral option for eligible employees. The contributions and deferrals to the SRP were invested in funds held in a rabbi trust. The Plan was terminated in 2024 and all of the participant balances were paid out in full in 2025 pursuant to the IRS rules.
NONQUALIFIED DEFERRED COMPENSATION
| | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | | | in Last FY | in Last FY | Last FY | Distributions | Last FYE | | Name | ($)(1) | ($) | ($) | ($)(1) | ($) | | Ben M. Palmer | — | — | 169,118 | 1,620,756 | — | | Michael L. Schmit | — | — | — | — | — | | Richard A. Hubbell | — | — | 86,050 | 701,889 | — |
NONQUALIFIED DEFERRED COMPENSATION
| (1) There were no deferrals in 2025. Ben M. Palmer’s deferrals were disclosed in the Summary Compensation Table in prior years when they were earned. Richard A. Hubbell did not defer any portion of his compensation to the SRP. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
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 or change in control of the Company as of December 31, 2025. Amounts presented in the table include amounts to which the NEOs would become entitled as of such date pursuant to their currently held, but unvested RSAs as well as PSUs. The table does not include the value of benefits that are provided on the same basis to substantially all other salaried employees. There are no other agreements, arrangements or plans that entitle Executive Officers to severance, perquisites, or other enhanced benefits upon termination of their employment or change in control except as
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| 2026 ANNUAL PROXY STATEMENT | |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
described here. Additional payments or benefits to a terminating executive officer would be at the discretion of the Human Capital Management and Compensation Committee. The terms and vesting of RSAs and PSUs are discussed in the Compensation Discussion and Analysis – Long-term Incentive Compensation and Outstanding Equity Awards At 2025 Fiscal Year-End sections of this Proxy Statement. The values presented in the table below were calculated using the closing market price of $5.44 per share for our Common Stock as of December 31, 2025, which was the last trading day in fiscal year 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| | Stock Awards | | | | | Number of shares underlying | Number of shares underlying | Unrealized value | | | unvested stock | unvested stock | of | | | PSUs | RSAs | unvested stock | | Name | (#) | (#) | ($) | | Ben M. Palmer | | | | | · Retirement | — | 95,608 | 520,108 | | · Disability | 82,118 | 145,881 | 1,240,315 | | · Death | 82,118 | 354,200 | 2,373,570 | | · Change in control | 82,118 | 354,200 | 2,373,570 | | Michael L. Schmit | | | | | · Retirement | — | — | — | | · Disability | 35,013 | 49,854 | 461,676 | | · Death | 35,013 | 132,650 | 912,087 | | · Change in control | 35,013 | 132,650 | 912,087 | | Richard A. Hubbell | | | | | · Retirement | — | 87,752 | 477,371 | | · Disability | 53,947 | 121,854 | 956,357 | | · Death | 53,947 | 273,459 | 1,781,089 | | · Change in control | 53,947 | 273,459 | 1,781,089 |
change in control or severance
| (2) The dollar amounts reported represent the amount of Compensation Actually Paid (CAP), computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. To calculate the amounts in the CAP to PEO column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the Summary Compensation Table (SCT): |