
									Average		Average
									Summary		Summary
									Compensation		Compensation		Value of Initial Fixed $100
									Table Total		Actually Paid		Investment Based On:
	Summary		Summary				Compensation		for Non-PEO		to Non-PEO				Peer Group
	Compensation		Compensation		Compensation		Actually Paid		Named		Named		Total		Total		Net
	Table Total		Table Total		Actually Paid		to second		Executive		Executive		Shareholder		Shareholder		Income		EBITDA ⁽⁶⁾
Year	for first PEO ⁽¹⁾		for second PEO ⁽¹⁾		to first PEO^{(2) (4)}		PEO ^{(2) (4)}		Officers ⁽¹⁾		Officers ^{(3) (4)}		Return		Return ⁽⁵⁾		(in thousands)		(in thousands)
2023	$	—	$	1,463,400	$	—	$	1,438,500	$	705,300	$	698,672	$	92	$	122	$	41,695	$	51,618
2022		1,006,111		1,359,558		990,535		1,360,405		421,673		431,123		91		106		40,347		53,701
2021		1,254,878		—		1,152,819		—		905,219		823,780		92		135		29,026		38,208
2020		1,113,750		—		1,107,375		—		687,524		801,066		104		118		19,444		26,315

(1)	Amounts disclosed for the first Principal Executive Officer (PEO), second PEO and other Non-PEO Named Executive Officers relate to reported compensation as follows:

>

Richard A. Hubbell – was the President and Chief Executive Officer through May 17, 2022 and for the years 2021 and 2020. He has been Executive Chairman of the Board Officer since May 17, 2022. His total compensation for 2022, 2021 and 2020, has been disclosed as amounts related to first PEO. For 2023, his compensation has been included in amounts related to Non-PEO Named Executive Officers.

>

Ben M. Palmer – has been the President and Chief Executive Officer since May 17, 2022, and was Vice President, Chief Financial Officer and Corporate Secretary prior. For 2022, his total compensation has been disclosed as amounts related to second PEO. For 2021 and 2020, his compensation has been disclosed in amounts related to Non-PEO Named Executive Officers.

>

Michael L. Schmit- has been Vice President, Chief Financial Officer and Corporate Secretary since May 17, 2022, and his compensation has been included in amounts related to Non-PEO Named Executive Officer for 2023 and 2022.

>

Randall R. Rollins – was the Executive Chairman of the Board until his passing in August 2020; his compensation until his death has been included in the amounts related to Non-PEO Named Executive Officers for that year.

(1)

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):


				Reported	Equity	Equity
	Reported	Reported	Reported	Value of	Award	Award
	Summary	Summary	Value of	Equity	Adjustments	Adjustments
	Compensation	Compensation	Equity	Awards to	to	to	Compensation	Compensation
	Table Total for	Table Total for	Awards to	second	first	second	Actually Paid	Actually Paid
	first PEO ^(a)	second PEO ^(a)	first PEO ^(b)	PEO^(b)	PEO ^(c)	PEO ^(c)	to first PEO	to second PEO
Year	($)	($)	($)	($)	($)	($)	($)	($)
2023	—	1,463,400	—	(673,200)	—	648,300	—	1,438,500
2022	1,006,111	1,359,558	(296,400)	(456,000)	280,824	456,847	990,535	1,360,405
2021	1,254,878	—	(268,938)	—	166,879	—	1,152,819	—
2020	1,113,750	—	(243,750)	—	237,375	—	1,107,375	—

(a)

The amounts disclosed represent the amounts attributable to the Named Executive Officer for the period he served as PEO and included in the amounts reported as Total compensation in the SCT.

(b)

Represents the grant date fair value of the equity awards reported in the Stock Awards column of the SCT

(c)

Represents the year-over-year change in the fair value of equity awards, as shown below. For 2022, the change in fair value of equity awards has been attributed to the Named Executive Officer who was PEO as of December 31, 2022:


	2023	2022 - First PEO	2022 - Second PEO	2021	2020
Fair Value of	($)	($)	($)	($)	($)
Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY	581,400	306,020	470,800	203,125	236,275
Change in prior year awards outstanding and unvested as of end of CFY	(16,659)	(35,806)	(28,839)	(107,406)	8,260
Change in prior year awards that vested in current year	29,785	(20,675)	(15,267)	39,466	(37,980)
Dividends paid	53,774	31,285	30,153	31,694	30,820
Total Equity Award Adjustments	648,300	280,824	456,847	166,879	237,375

(3)

The dollar amounts reported represent the amount of CAP, computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Non-PEO Named Executive Officers during the applicable year. To calculate the amounts in the CAP to Non-PEO Named Executive Officers 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):


	Average	Reported	Equity	Average Summary
	Summary Compensation	Value of Average Equity	Award Adjustments to	Compensation Actually
	Table Total for Non- PEO	Awards to Non-PEO Named	Non-PEO Named	Paid to Non- PEO Named
	Named Executive Officers ^(a)	Executive Officers ^(b)	Executive Officers ^(c)	Executive Officers
Year	($)	($)	($)	($)
2023	705,300	(310,200)	303,572	698,672
2022	421,673	(171,000)	180,450	431,123
2021	905,219	(217,219)	135,780	823,780
2020	687,524	(220,312)	333,855	801,066

(a)

The amounts disclosed represent the average of the total amounts attributable to all non-PEO Named Executive Officers for the period he served, as included in the amounts reported as Total compensation in the SCT.

(b)

Represents the average grant date fair value of the equity awards reported in the Stock awards column of the SCT.

(c)

Represents the average year-over-year change in the fair value of equity awards, as shown below. For 2020, awards granted and vested in CFY represents stock granted to R. Randall Rollins that vested immediately upon his death pursuant to the terms of the restricted stock grants:


	2023	2022	2021	2020
Fair Value of	($)	($)	($)	($)
Equity awards granted in CFY outstanding and unvested as of end of CFY	267,900	176,550	164,063	212,419
Change in prior year awards outstanding and unvested as of end of CFY	(9,805)	—	(87,179)	3,401
Awards granted and vested in same CFY	—	—	—	118,788
Change in prior year awards that vested in current year	17,477	—	33,201	(23,991)
Dividends paid	28,000	3,900	25,695	23,238
Total Equity Award Adjustments	303,572	180,450	135,780	333,855

(4)	The Named Executive Officers do not participate in the Company’s defined benefit pension plan and therefore no adjustments have been made in computing the CAP.

(5)

Reflects cumulative total shareholder return of the Russell 2000 index, as of December 31, 2023, calculated over the measurement period beginning as of December 31, 2019 established by the market close on that day through and including the end of 2023. The Russell 2000 is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in its Form 10-K for the year ended December 31, 2023.

(6)	Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) is computed by adding interest, tax, depreciation and amortization expenses to net income.

Named Executive Officers, Footnote


									Average		Average
									Summary		Summary
									Compensation		Compensation		Value of Initial Fixed $100
									Table Total		Actually Paid		Investment Based On:
	Summary		Summary				Compensation		for Non-PEO		to Non-PEO				Peer Group
	Compensation		Compensation		Compensation		Actually Paid		Named		Named		Total		Total		Net
	Table Total		Table Total		Actually Paid		to second		Executive		Executive		Shareholder		Shareholder		Income		EBITDA ⁽⁶⁾
Year	for first PEO ⁽¹⁾		for second PEO ⁽¹⁾		to first PEO^{(2) (4)}		PEO ^{(2) (4)}		Officers ⁽¹⁾		Officers ^{(3) (4)}		Return		Return ⁽⁵⁾		(in thousands)		(in thousands)
2023	$	—	$	1,463,400	$	—	$	1,438,500	$	705,300	$	698,672	$	92	$	122	$	41,695	$	51,618
2022		1,006,111		1,359,558		990,535		1,360,405		421,673		431,123		91		106		40,347		53,701
2021		1,254,878		—		1,152,819		—		905,219		823,780		92		135		29,026		38,208
2020		1,113,750		—		1,107,375		—		687,524		801,066		104		118		19,444		26,315

(1)	Amounts disclosed for the first Principal Executive Officer (PEO), second PEO and other Non-PEO Named Executive Officers relate to reported compensation as follows:

>

Richard A. Hubbell – was the President and Chief Executive Officer through May 17, 2022 and for the years 2021 and 2020. He has been Executive Chairman of the Board Officer since May 17, 2022. His total compensation for 2022, 2021 and 2020, has been disclosed as amounts related to first PEO. For 2023, his compensation has been included in amounts related to Non-PEO Named Executive Officers.

>

Ben M. Palmer – has been the President and Chief Executive Officer since May 17, 2022, and was Vice President, Chief Financial Officer and Corporate Secretary prior. For 2022, his total compensation has been disclosed as amounts related to second PEO. For 2021 and 2020, his compensation has been disclosed in amounts related to Non-PEO Named Executive Officers.

>

Michael L. Schmit- has been Vice President, Chief Financial Officer and Corporate Secretary since May 17, 2022, and his compensation has been included in amounts related to Non-PEO Named Executive Officer for 2023 and 2022.

>

Randall R. Rollins – was the Executive Chairman of the Board until his passing in August 2020; his compensation until his death has been included in the amounts related to Non-PEO Named Executive Officers for that year.

Adjustment To PEO Compensation, Footnote

(1)

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):


				Reported	Equity	Equity
	Reported	Reported	Reported	Value of	Award	Award
	Summary	Summary	Value of	Equity	Adjustments	Adjustments
	Compensation	Compensation	Equity	Awards to	to	to	Compensation	Compensation
	Table Total for	Table Total for	Awards to	second	first	second	Actually Paid	Actually Paid
	first PEO ^(a)	second PEO ^(a)	first PEO ^(b)	PEO^(b)	PEO ^(c)	PEO ^(c)	to first PEO	to second PEO
Year	($)	($)	($)	($)	($)	($)	($)	($)
2023	—	1,463,400	—	(673,200)	—	648,300	—	1,438,500
2022	1,006,111	1,359,558	(296,400)	(456,000)	280,824	456,847	990,535	1,360,405
2021	1,254,878	—	(268,938)	—	166,879	—	1,152,819	—
2020	1,113,750	—	(243,750)	—	237,375	—	1,107,375	—

(a)

The amounts disclosed represent the amounts attributable to the Named Executive Officer for the period he served as PEO and included in the amounts reported as Total compensation in the SCT.

(b)

Represents the grant date fair value of the equity awards reported in the Stock Awards column of the SCT

(c)

Represents the year-over-year change in the fair value of equity awards, as shown below. For 2022, the change in fair value of equity awards has been attributed to the Named Executive Officer who was PEO as of December 31, 2022:


	2023	2022 - First PEO	2022 - Second PEO	2021	2020
Fair Value of	($)	($)	($)	($)	($)
Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY	581,400	306,020	470,800	203,125	236,275
Change in prior year awards outstanding and unvested as of end of CFY	(16,659)	(35,806)	(28,839)	(107,406)	8,260
Change in prior year awards that vested in current year	29,785	(20,675)	(15,267)	39,466	(37,980)
Dividends paid	53,774	31,285	30,153	31,694	30,820
Total Equity Award Adjustments	648,300	280,824	456,847	166,879	237,375

Non-PEO NEO Average Compensation Actually Paid Amount

$ 698,672

431,123

823,780

801,066

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table

The Company used EBITDA as the primary performance goal for 2023. See section titled Compensation Discussion and Analysis – Long Term Incentive Compensation for the performance goals used to grant PSUs in 2023. In addition, the Company also considers the following as important financial measures that may be used to link compensation actually paid to our Named Executive Officers in the future:

>	Net Sales;

>	Earnings Per Share; and

>	Net cash provided by operating activities.

Peer Group Total Shareholder Return Amount

122

106

135

118

Company Selected Measure Amount

51,618,000

53,701,000

38,208,000

26,315,000

Name

EBITDA

Name

Net Sales