DEF 14A of RPC Inc
Filed Mar 12, 2025 · FY20240001558370-25-002756
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 2025.
2024 Annual Non-Employee Director Compensation Program
2024 Annual Non-Employee Director Compensation Program
Cash and Equity Compensation
Cash and Equity Compensation Under the Director Compensation Program in effect in 2024, 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 not granted to the Non-Employee Director who is elected to the Board during the latter half of a year. The following table sets forth the 2024 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
| | 2025 ANNUAL PROXY STATEMENT |
2024 Director Compensation Table
2024 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, 2024. 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.
2024 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 | | Amy R. Kreisler | 77,000 | 50,000 | — | 127,000 | | Jerry W. Nix | 107,000 | 50,000 | — | 157,000 | | Gary W. Rollins | 75,000 | 50,000 | — | 125,000 | | Pamela R. Rollins | 75,000 | 50,000 | — | 125,000 | | Timothy C. Rollins | 77,000 | 50,000 | — | 127,000 | | John F. Wilson | 86,000 | 50,000 | — | 136,000 |
2024 Director Compensation Table
| (1) All stock awards are fully vested at grant. |
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 May 17, 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. | |
Director Nominees
| 2025 ANNUAL PROXY STATEMENT | |
Director Nominees
| Jerry W. Nix | | | | Former Vice Chairman, Executive Vice President and Chief Financial Officer of Genuine Parts Company Lead Independent Director of the Board of Directors Chairman of the Human Capital Management and Compensation Committee Chairman of the Nominating and Corporate Governance Committee Member of the Audit Committee | | Jerry W. Nix has served as a Director of RPC, Inc. since 2020. Mr. Nix brings extensive risk oversight, financial and strategic experience to our Board of Directors. Mr. Nix retired from Genuine Parts Company in 2013 where he served as Vice Chairman from 2005 to 2013, Chief Financial Officer from 2000 to 2013 and as Executive Vice President from 2000 to 2005. Prior to joining Genuine Parts in 1978, Mr. Nix was an auditor with Ernst & Young from 1974 to 1978 and a pilot in the U.S. Air Force from 1968 to 1974. Mr. Nix currently serves on the Board of Directors at Marine Products Corporation, a role he has held since 2020, and on various civic and non-profit boards. Mr. Nix received a Bachelor of Science in Education from Mississippi State University and a Bachelor of Science in Accounting from the University of Florida. | |
Director Nominees
| Patrick J. Gunning | | | | Former Chief Financial Officer at The Woodruff Arts Center Retired Partner, Ernst & Young LLP Independent Member of the Board of Directors 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 served as the Chief Financial Officer of the Woodruff Arts Center, a non-profit organization, from November 2020 to June 2022. 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 currently serves on the Board 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
| | 2025 ANNUAL PROXY STATEMENT |
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
| 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 May 17, 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
| 2025 ANNUAL PROXY STATEMENT | |
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 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 at LOR, Inc., a private family investment company, and manages its investments in cattle operations. In this role, he manages the Executive Team of Operations and approves major capital expenditures. He brings management and financial experience to the Board. He is also a Trustee of Emory University and of Woodruff Health Sciences Center. He is currently a member of the Board of Directors at Marine Products Corporation. Mr. Rollins is also a former Board member of both Emory Board of Visitors and of Emory Department of Psychiatry Board of Visitors. Mr. Rollins holds a Bachelor of Science in Business Administration from Boston University. | |
Director Nominees
| Stephen E. Lewis | | | | Former Chair & CEO and Retired Partner, Troutman Pepper Director Nominee | | 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 Reality 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 and has been a member of the Georgia Bar since 1991. | |
Director Nominees
| | 2025 ANNUAL PROXY STATEMENT |
Director Nominees
PROPOSAL 1: ELECTION OF DIRECTORS
Executive Compensation Practices and Governance Policies
| RPC Goals | How Goal was Reinforced in Our 2024 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 2024 Annual Incentive Compensation was based on Operating Cash Flow (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). |
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 measures (“Target Performance Goal”). The participant’s cash award amount will also depend in part 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
| | 2025 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 2024, 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 2024: For 2024, 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 | 600,000 | 100 | 600,000 | | Michael L. Schmit | 340,000 | 70 | 238,000 | | Richard A. Hubbell | 500,000 | 100 | 500,000 |
Annual incentive Compensation
The performance criteria applicable to the participants for 2024 were determined based solely on corporate performance. The Human Capital Management and Compensation Committee established a corporate financial performance goal for 2024 using OCF as described below. OCF was used for determining the Target Performance Goal in 2024 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. EBITDA is a widely used financial performance of short-term corporate profitability and is calculated by adding interest, tax, depreciation and amortization expenses to net income.
Annual incentive Compensation
| 2025 ANNUAL PROXY STATEMENT | |
Annual incentive Compensation
For 2024, 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 80% 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 and maximum performance level, which corresponds to 170% of the target performance goal. To be eligible for the bonus award for 2024, OCF was required to be at $80.0 million to be at the threshold and $100 million to be at the target and increased to maximum if OCF was at $170.0 million. 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 2024 results for OCF are as follows:
Annual incentive Compensation
| C | | | | | | | Metrics | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Percent Attained of Target Award | | Operating Cash Flow | $80 million | $100 million | $170 million | $13 million | 13% |
Annual incentive Compensation
The actual fiscal 2024 result for OCF was calculated as follows:
Annual incentive Compensation
| 2024 OCF Calculation (in Millions $’s) | | | EBITDA | $233 | | Cash Capital Expenditures | (220) | | OCF | $13 |
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 below the threshold level and therefore no bonus was earned during 2024. 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) | Actual (1) | % of Target Award | | | Ben M. Palmer | 50% | 100% | 200% | 13% | 0% | - | | Michael L. Schmit | 50% | 100% | 200% | 13% | 0% | - | | Richard A. Hubbell | 50% | 100% | 200% | 13% | 0% | - |
Annual incentive Compensation
| (1) Award Opportunity is a percentage of Target Award |
Annual incentive Compensation
For 2023, our NEOs were paid 128% of the target cash incentive, based on the performance achieved that year. For 2022, our NEOs were paid 150% of the target cash incentive, based on the performance achieved that year. As of the proxy date, the 2025 cash incentives have been designed and set with similar performance goals as in 2024.
Annual incentive Compensation
| | 2025 ANNUAL PROXY STATEMENT |
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 2024 consisted of 80% RSAs and 20% PSUs. At the January 2025 meeting, 2025 awards 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 | 2024 | 2023 | | Ben M. Palmer | 120,000 | 78,000 | | Michael L. Schmit | 45,000 | 34,500 | | Richard A. Hubbell | 80,000 | 56,250 | | PSUs: | | | | Name | 2024* | 2023* | | Ben M. Palmer | 30,000 | 26,000 | | Michael L. Schmit | 11,250 | 11,500 | | Richard A. Hubbell | 20,000 | 18,750 |
Long-term incentive compensation
* Represents target levels and assumes no adjustment due to the TSR modifier. For 2024, 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. Beginning in 2024 RSAs granted vest over three years. 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 2024 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 2026. 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 75% of the target 3-Year Cumulative EBITDA will result in a payout at 50% of target level, while attaining 120% of the target 3-Year Cumulative EBITDA will result in a payout at 200% of target level; 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
Long-term incentive compensation
| 2025 ANNUAL PROXY STATEMENT | |
Long-term incentive compensation
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 2024 and the end of 2026. 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, 2024 PSU grants may meet or exceed the threshold performance level, although actual performance could be higher or lower than our estimates. See section titled Grants of Plan-Based Awards in 2024 below for threshold, target, and maximum share numbers and grant date fair values. The shares granted in 2024 are set to cliff-vest on December 31, 2026. 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. 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 2024, 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) | ($) | ($) | ($) | | Ben M. Palmer (3) | 2024 | 600,000 | 1,224,900 | — | — | 29,930 | 1,854,830 | | President and | 2023 | 600,000 | 998,400 | 768,000 | — | 25,050 | 2,391,450 | | Chief Executive Officer | 2022 | 543,750 | 804,600 | 900,000 | — | 24,040 | 2,272,390 | | Michael L. Schmit (3) | 2024 | 340,000 | 459,338 | — | — | 29,930 | 829,268 | | Vice President, | 2023 | 300,000 | 441,600 | 268,800 | — | 11,030 | 1,021,430 | | Chief Financial Officer, Treasurer | 2022 | 186,460 | 312,900 | 315,000 | — | 5,310 | 819,670 | | and Corporate Secretary | | | | | | | | | Richard A. Hubbell (3) | 2024 | 500,000 | 816,600 | — | — | 35,100 | 1,351,700 | | Executive Chairman | 2023 | 500,000 | 720,000 | 640,000 | — | 33,690 | 1,893,690 | | of the Board | 2022 | 668,750 | 670,500 | 750,000 | — | 49,110 | 2,138,360 |
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 “Employee Benefit Plans” to our Financial Statements contained in our Form 10-K for the period ended December 31, 2024 for a discussion of assumptions used in these computations. For this computation, we do not include an assumption for estimated forfeitures. 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 $627,120 for Mr. Palmer; $235,170 for Mr. Schmit; and $418,080 for Mr. Hubbell. Grant date fair value is comprised of the $963,600 related to RSAs and $261,300 related to PSUs for Mr. Palmer, $361,350 related to RSAs and $97,988 related to PSUs for Mr. Schmit, and $642,400 related to RSAs and $174,200 related to PSUs 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) Prior to May 17, 2022, Richard A. Hubbell served as the President and Chief Executive Officer and Ben M. Palmer served as the Vice President, Chief Financial Officer, Treasurer and Corporate Secretary. Michael L. Schmit has served as the Chief Financial Officer, Treasurer and Corporate Secretary since May 17, 2022. |
SUMMARY COMPENSATION TABLE
| (4) All other compensation for 2024 includes the following items for: |
SUMMARY COMPENSATION TABLE
| Ben M. Palmer: | Includes 401(k) Plan Company match of $15,520 and allowance for automobile of $14,400. |
SUMMARY COMPENSATION TABLE
| Michael L. Schmit: | Includes 401(k) Plan Company match of $15,520 and allowance for automobile of $14,400. |
SUMMARY COMPENSATION TABLE
| Richard A. Hubbell: | Includes 401(k) Plan Company match of $15,520, cost of personal use of Company provided automobile of $14,736, cost of dining club dues, and insurance and cost of gasoline for the Company provided automobile. |
SUMMARY COMPENSATION TABLE
| 2025 ANNUAL PROXY STATEMENT | |
GRANTS OF PLAN-BASED AWARDS in 2024
GRANTS OF PLAN-BASED AWARDS in 2024
GRANTS OF PLAN-BASED AWARDS in 2024
| | | | | | | | | All Other | Grant Date | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Stock Awards: | Fair Value | | | | Under Non-Equity | | | Under Equity | | | Number of | of Stock | | | | Incentive Plan Awards(1) | | | Incentive Plan Awards(2) | | | Shares | and Option | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | RSA | Awards | | Name | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) (3) | ($)(4) | | Ben M. Palmer | 2/20/2024 | 300,000 | 600,000 | 1,200,000 | — | — | — | — | — | | | 4/23/2024 | — | — | — | 15,000 | 30,000 | 60,000 | — | 261,300 | | | 4/23/2024 | — | — | — | — | — | — | 120,000 | 963,600 | | Michael L. Schmit | 2/20/2024 | 170,000 | 340,000 | 680,000 | — | — | — | — | — | | | 4/23/2024 | — | — | — | 5,625 | 11,250 | 22,500 | — | 97,988 | | | 4/23/2024 | — | — | — | — | — | — | 45,000 | 361,350 | | Richard A. Hubbell | 2/20/2024 | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | | | 4/23/2024 | — | — | — | 10,000 | 20,000 | 40,000 | — | 174,200 | | | 4/23/2024 | — | — | — | — | — | — | 80,000 | 642,400 |
GRANTS OF PLAN-BASED AWARDS in 2024
| (1) These amounts illustrate the potential bonus awards under the Management Incentive Plan for 2024. See Summary Compensation Table for actual amounts awarded. |
GRANTS OF PLAN-BASED AWARDS in 2024
| (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 Maximum and Threshold amounts do not include the upward or downward TSR modifier adjustment of 20%. If applied, the maximum amount and threshold amount of PSUs is 134,500 units and 27,625 units, respectively. 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 2024
| (3) These amounts represent shares underlying RSAs granted during 2024 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 2024
| (4) These amounts represent aggregate grant date fair value for grants of RSAs and PSUs awarded in fiscal year 2024 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 2024
We have not issued any stock options since 2003 and have no immediate plans to issue additional stock options.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT 2024 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, 2024, as adjusted based upon achievement against performance targets to date, as well as restricted shares of Common Stock outstanding at December 31, 2024 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 $5.94 closing price of our Common Stock on December 31, 2024, the last trading day of the year.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| | 2025 ANNUAL PROXY STATEMENT |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| | Stock Awards | | | | | | | | Equity Incentive | Equity Incentive | | | Number of | Market Value | Plan Awards: | Plan Awards: | | | Shares or | of Shares or | Number of | Market or Payout | | | Units of | Units of | Unearned Shares, | Value of Unearned | | | Stock That | Stock That | Units or Other | Shares, Units or Other | | | Have Not | Have Not | Rights That | Rights That Have | | | Vested | Vested | Have Not Vested | Not Vested | | Name | (#) (1) | ($) | (#) (2) | ($) | | Ben M. Palmer | 309,500 | 1,838,430 | 43,000 | 255,420 | | Michael L. Schmit | 91,875 | 545,738 | 17,000 | 100,980 | | Richard A. Hubbell | 282,187 | 1,676,191 | 29,375 | 174,488 |
OUTSTANDING EQUITY AWARDS AT 2024 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 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, 2024, are summarized in the table that follows: |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| Name | | Number of shares | Grant date | Date fully vested | | Ben M. Palmer | RSA | 10,000 | 1/22/2019 | 1/22/2025 | | | RSA | 26,800 | 1/28/2020 | 1/28/2026 | | | RSA | 40,200 | 1/26/2021 | 1/26/2027 | | | RSA | 54,000 | 5/18/2022 | 1/26/2027 | | | RSA | 58,500 | 1/24/2023 | 1/24/2027 | | | RSA | 120,000 | 4/23/2024 | 1/23/2027 | | | PSU (2) | 13,000 | 1/24/2023 | 1/24/2025 | | | PSU (2) | 30,000 | 4/23/2024 | 1/23/2026 | | Michael L. Schmit | RSA | 21,000 | 5/18/2022 | 1/26/2027 | | | RSA | 25,875 | 1/24/2023 | 1/24/2027 | | | RSA | 45,000 | 4/23/2024 | 1/23/2027 | | | PSU (2) | 5,750 | 1/24/2023 | 1/24/2025 | | | PSU (2) | 11,250 | 4/23/2024 | 1/23/2026 | | Richard A. Hubbell | RSA | 15,000 | 1/22/2019 | 1/22/2025 | | | RSA | 40,000 | 1/28/2020 | 1/28/2026 | | | RSA | 60,000 | 1/26/2021 | 1/26/2027 | | | RSA | 45,000 | 5/18/2022 | 1/26/2027 | | | RSA | 42,187 | 1/24/2023 | 1/24/2027 | | | RSA | 80,000 | 4/23/2024 | 1/23/2027 | | | PSU (2) | 9,375 | 1/24/2023 | 1/24/2025 | | | PSU (2) | 20,000 | 4/23/2024 | 1/23/2026 |
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
| (2) PSU amounts disclosed above are at threshold for 2023 and target for 2024 with no adjustment for the TSR modifier. 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 2024 FISCAL YEAR-END
| 2025 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 shares of Common Stock acquired by the executives named in the Summary Compensation Table upon the exercise of stock options during the fiscal year ended December 31, 2024; |
OPTION EXERCISES AND STOCK VESTED
| > | the aggregate dollar amount realized on the exercise date for such options computed by multiplying the number of shares acquired by the difference between the market value of the shares on the exercise date and the exercise price of the options; |
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, 2024; |
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
| | Option Awards | | Stock Awards | | | | Number of Shares | | Number of Shares | | | | Acquired on | Value Realized on | Acquired on | Value Realized | | | Exercise | Exercise | Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | Ben M. Palmer | — | — | 93,063 | 670,001 | | Michael L. Schmit | — | — | 15,625 | 115,005 | | Richard A. Hubbell | — | — | 80,300 | 581,048 |
OPTION EXERCISES AND STOCK VESTED
| | 2025 ANNUAL PROXY STATEMENT |
OPTION EXERCISES AND STOCK VESTED
BENEFIT PLANS The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each such Named Executive Officer, under the Retirement Income Plan determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements.
Pension Benefits
Pension Benefits The Company’s Retirement Income Plan, a trusteed defined benefit pension plan, that provide monthly benefits upon normal retirement at age 65 to eligible employees, was fully terminated in 2023.
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION The SRP has been established as a nonqualified plan that is designed to comply with the provisions of the American Jobs Creation Act of 2004 (including Section 409A of the Internal Revenue Code) for the cash contributions made to certain longer serviced employees in lieu of freezing the Retirement Income Plan benefit accruals effective in 2002; the SRP also has a compensation deferral option for eligible employees. The contributions and deferrals to the SRP are invested in funds held in a rabbi trust.
NONQUALIFIED DEFERRED COMPENSATION
| | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | | | in Last FY | in Last FY | Last FY | Distributions | Last FYE | | Name | ($)(1) | ($) | ($) | ($) | ($) | | Ben M. Palmer | 41,040 | — | 175,330 | — | 1,451,638 | | Michael L. Schmit | — | — | — | — | — | | Richard A. Hubbell | — | — | 59,054 | — | 615,839 |
NONQUALIFIED DEFERRED COMPENSATION
| (1) Represents the portion of base salary for 2024 disclosed in the Summary Compensation Table which has been deferred by the executive officer pursuant to the SRP. |
NONQUALIFIED DEFERRED COMPENSATION
| 2025 ANNUAL PROXY STATEMENT | |
NONQUALIFIED DEFERRED COMPENSATION
The deferral option provides that participants may defer up to 50% of their base salary and up to 100% of their annual bonus with respect to any given plan year, subject to a $2,000 per plan year minimum. All of the salary and bonus deferrals are fully vested. Accounts are 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 contributions 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. The 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. To the extent that the Company’s obligations under the SRP exceed assets available under the trust, the Company may be required to seek additional funding sources to fund its liability under the SRP. In the fourth quarter of 2024, the Board of Directors approved the termination of the SRP. Pursuant to the Internal Revenue Service rules, participant balances will be distributed between 12 and 24 months after termination of 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, 2024. 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 amounts payable under the SRP. The SRP has was terminated in the fourth quarter of 2024 and participant balances will be paid out between 12 and 24 months after termination of the SRP. These amounts have been disclosed under the Nonqualified Deferred Compensation section of this Proxy Statement. The table also 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 described here. Additional payments or benefits to a terminating executive officer would be at the discretion of the Human Capital Management and Compensation Committee.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| | 2025 ANNUAL PROXY STATEMENT |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
The terms and vesting of RSAs and PSUs are discussed in the Outstanding Equity Awards At 2024 Fiscal Year-End section of this Proxy Statement. The values presented in the table below were calculated using the closing market price of $5.94 per share for our Common Stock as of December 31, 2024, which was the last trading day in fiscal year 2024.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| | Stock Awards | | | | | Number of shares underlying | Number of shares underlying | Unrealized value | | | unvested stock | unvested stock | of | | | PSU | RSA | unvested stock | | Name | (#) | (#) | ($) | | Ben M. Palmer | | | | | · Retirement | — | — | — | | · Disability | 43,000 | 101,732 | 859,708 | | · Death | 43,000 | 309,500 | 2,093,850 | | · Change in control | 43,000 | 309,500 | 2,093,850 | | Michael L. Schmit | | | | | · Retirement | — | — | — | | · Disability | 17,000 | 24,190 | 244,669 | | · Death | 17,000 | 91,875 | 646,718 | | · Change in control | 17,000 | 91,875 | 646,718 | | Richard A. Hubbell | | | | | · Retirement | — | 77,058 | 457,725 | | · Disability | 29,375 | 109,982 | 827,781 | | · Death | 29,375 | 282,187 | 1,850,678 | | · Change in control | 29,375 | 282,187 | 1,850,678 |
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): |