DEF 14A 1 res-20220426xdef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

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☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
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☐	Soliciting Material Pursuant to §240.14a-12

RPC, Inc.

(Name of Registrant as Specified In Its Charter)

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

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☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

RPC, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329

TO THE HOLDERS OF THE COMMON STOCK:

PLEASE TAKE NOTICE that the 2022 Annual Meeting of Stockholders of RPC, Inc., a Delaware corporation (“RPC” or the “Company”), will be held at 2170 Piedmont Road, NE, Atlanta, Georgia, on Tuesday, April 26, 2022, at 12:15 P.M., for the following purposes, as more fully described in the Proxy Statement accompanying this notice:

To elect the three Class III nominees identified in the attached Proxy Statement to the Board of Directors;

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

To consider and act upon such other business as may properly come before the Annual Meeting or any adjournment of the meeting.

The Proxy Statement dated March 15, 2022 is attached.

The Board of Directors has fixed the close of business on March 1, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.

As permitted by the U.S. Securities and Exchange Commission rules, the Company is making the proxy materials relating to the Annual Meeting, including this Proxy Statement and the Company’s 2021 Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Annual Report”), available to our stockholders electronically via the Internet. On or about March 15, 2022, we mailed to our stockholders an Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 26, 2022 (the “Notice”) containing instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you request a copy. The Notice instructs you on how to access and review all important information contained in the Proxy Statement and Annual Report. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on April 26, 2022: The 2022 Proxy Statement and 2021 Annual Report on Form 10-K to security holders are available at https://www.proxy-direct.com/geo-32587.

Voting can be completed in one of four ways:


·	Returning the Proxy Card by Mail	·	Via Telephone at 1-800-337-3503
·	Online at https://www.proxy-direct.com/geo-32587	·	Attending the meeting to vote In Person


	BY ORDER OF THE BOARD OF DIRECTORS

	Ben M. Palmer
	Corporate Secretary

Atlanta, Georgia
March 15, 2022

Whether or not you expect to attend the annual meeting, please sign, date and return the enclosed proxy card promptly. Alternatively, you may vote your proxy by telephone or over the Internet by following the instructions on your proxy card or Notice. If you decide to attend the meeting, you may, if you wish, revoke the proxy and vote your shares in person.

PROXY STATEMENT

We are furnishing the proxy materials to stockholders on or about March 15, 2022. The Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 26, 2022, Proxy Statement and the Annual Report on Form 10-K are available at https://www.proxy-direct.com/geo-32587.

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

SOLICITATION OF AND POWER TO REVOKE PROXY

A form of proxy is enclosed. Each proxy submitted will be voted as directed, but if not otherwise specified, proxies solicited by the Board of Directors of the Company will be voted in favor of the candidates for election to the Board of Directors and in favor of ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

A stockholder executing and delivering a proxy has power to revoke the same and the authority thereby given at any time prior to the exercise of such authority, if they so elect, by contacting either proxy holder, by timely submitting a later dated proxy changing their vote, or by attending the meeting and voting in person. However, a beneficial stockholder who holds his shares in street name must secure a proxy from their broker before they can attend the meeting and vote. All costs of solicitation have been, and will be, borne by the Company.

HOUSEHOLDING AND DELIVERY OF NOTICE OR PROXY MATERIALS

The Company has adopted the process called “householding” for any notice or proxy materials in order to reduce printing costs and postage fees. Householding means that stockholders who share the same last name and address will receive only one copy of the notice or proxy materials, unless we receive contrary instructions from any stockholder at that address.

If you prefer to receive multiple copies of the proxy materials at the same address, additional copies will be provided to you promptly upon written or oral request. If you are a stockholder of record, you may contact us by writing to the Company at 2801 Buford Highway NE, Suite 300, Atlanta, GA 30329 or by calling 404-321-2140. Eligible stockholders of record receiving multiple copies of the proxy materials can request householding by contacting the Company in the same manner.

CAPITAL STOCK

The outstanding capital stock of the Company on March 1, 2022 consisted of 216,493,794 shares of Common Stock, par value $0.10 per share. Holders of Common Stock are entitled to one vote (non-cumulative) for each share of such stock registered in their respective names at the close of business on March 1, 2022, the record date for determining stockholders entitled to notice of, and to vote at, the meeting or any adjournment thereof.

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


PROPOSAL	VOTE NEEDED FOR APPROVAL AND EFFECT OF ABSTENTION AND BROKER NON-VOTES
Proposal No. 1: The election of three Class III director nominees to serve as directors of the Company until our 2025 annual meeting of stockholders or until their successors are duly elected and qualified.	The election of the director nominees named herein will require the affirmative vote of a plurality of the votes cast by the shares of Company Common Stock entitled to vote in the election provided that a quorum is present at the Annual Meeting. In the case of a plurality vote requirement (as in the election of directors), where no particular percentage vote is required, the outcome is solely a matter of comparing the number of votes cast for each nominee, with those nominees receiving the most votes being elected, and hence only votes for director nominees (and not abstentions or broker non-votes) are relevant to the outcome. In this case, the three nominees receiving the most votes will be elected.
Proposal No. 2: To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.	The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote at the meeting is required to approve the ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2022. Abstentions will have the effect of a vote against this proposal. Broker non-votes will have no effect on this proposal and will be disregarded.

There are no rights of appraisal or similar dissenter’s rights with respect to any matter to be acted upon pursuant to this Proxy Statement. It is expected that shares held of record and beneficially by officers and directors of the Company and their affiliates, which in the aggregate represent approximately 66 percent of the outstanding shares of Common Stock, will be voted for the nominees and for the ratification of the appointment of the Company’s independent registered public accounting firm.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Meetings and Committees of the Board of Directors

The Company’s Board of Directors (Board) has an Audit Committee, Executive Committee, Human Capital Management and Compensation Committee and a Nominating and Corporate Governance Committee (Committees). The Board has adopted written charters for these Committees which are all available on our website at www.rpc.net under the section titled Governance.

Under our Corporate Governance Guidelines, directors are expected to attend all regular and special meetings of the Board and Board committees upon which they serve. Directors are also expected to attend the Annual Stockholders Meeting. Each incumbent director attended at least 75 percent of the aggregate of all Board meetings and meetings of the Board committees on which they served during 2021, and all members of the Board at the time attended last year’s Annual Stockholders Meeting.

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


				Human Capital	Nominating &
				Management and	Corporate
	Board of	Audit	Executive	Compensation	Governance
Committee Member	Directors	Committee	Committee	Committee	Committee
Gary W. Rollins	C		M
Richard A. Hubbell	M		M
Susan R. Bell	M	M
Patrick J. Gunning	M	C		M	M
Jerry W. Nix⁽¹⁾	M	M		C	C
Pamela R. Rollins	M
Amy Rollins Kreisler	M
Meetings Held	5	5	—	3	2
Actions Taken by Written Consent	1	—	7	—	—

(1)Lead Director

Audit Committee

The Audit Committee of the Board of Directors currently consists of Messrs. Patrick J. Gunning (Chairperson), Jerry W. Nix and Ms. Susan R. Bell. For the year ended December 31, 2021, Mr. Harry J. Cynkus served as the Chairperson of the Audit Committee and resigned at the end of 2021. The Audit Committee is responsible for, among other things:

●

appointing the Company’s independent registered public accounting firm to audit the Company’s financial statements;

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assessing the independence and overseeing the performance of the Company’s independent registered public accounting firm;

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pre-approving all audit and all permissible non-audit services to be performed by the Company’s independent registered public accounting firm;

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discussing with the Company’s independent registered public accounting firm all matters required to be discussed under the standards of the Public Company Accounting Oversight Board, Securities and Exchange Commission (SEC) or other regulations;

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reviewing the Company’s financial statements and critical accounting policies and estimates;

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reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

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assessing the performance of the Company’s internal audit department;

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reviewing the Company’s insider trading and anti-corruption policies;

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overseeing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters; and

●

overseeing compliance with the Company’s code of business conduct and ethics.

The Board has determined that all of the members of the Audit Committee are independent as defined by the rules of the SEC and the New York Stock Exchange (NYSE). The Board has also determined that all members of the Audit Committee are qualified as “Audit Committee Financial Experts” within the meaning of the rules of the SEC and that they have accounting and related financial management expertise within the meaning of the NYSE listing standards. The Board has also determined that Ms. Bell’s simultaneous service on the audit committees of four public companies will not impair her ability to effectively serve on the Company’s Audit Committee.

Diversity Committee

In December 2021, the Board dissolved the Diversity Committee and changed the name of the Compensation Committee to the “Human Capital Management and Compensation Committee.” The Human Capital Management and Compensation Committee, among other things, is responsible for overseeing the Company’s diversity efforts as noted below. The previous function of the Diversity Committee until December 2021 was to monitor compliance with applicable non-discrimination laws. Each member of the Diversity Committee in 2021 was independent.

Human Capital Management and Compensation Committee

The Human Capital Management and Compensation Committee of the Board of Directors of the Company consists of Messrs. Jerry W. Nix (Chairman) and Patrick J. Gunning. The Human Capital Management and Compensation Committee is responsible for, among other things:

●

reviewing the Company’s executive compensation philosophy and strategy;

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reviewing and approving the corporate goals and objectives relevant to the compensation of the Company’s CEO and executive officers;

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evaluating the performance of the Company’s CEO and executive officers;

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reviewing the compensation of the Company’s non-employee directors for service on the Board and its committees and recommending changes to the Company’s director compensation program as appropriate;

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determining the stock ownership guidelines for the Company’s CEO, executive officers, and other key executives and monitoring compliance with such guidelines;

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overseeing the development and management of the Company’s human capital management strategy and policies, including, but not limited to, those policies and strategies regarding diversity, equity and inclusion; and

●

reviewing, approving and administering incentive compensation and equity compensation plans for executive officers and directors.

As noted above, in December 2021, the Board dissolved the Diversity Committee and changed the name of the Compensation Committee to the Human Capital Management and Compensation Committee. The Board also approved a written charter of the Human Capital Management and Compensation Committee which outlines the Committee’s expanded responsibilities as outlined above. The Board has determined that all members of the Human Capital Management and Compensation Committee are independent as defined by the rules of the SEC and NYSE. In addition, each member of our Human Capital Management and Compensation Committee is also a non-employee director, as defined pursuant to Rule 16b-3 of the Exchange Act.

The Company is not required by law or by the NYSE rules to have a formal compensation committee charter since we are a controlled corporation as described below under the heading Director Independence and NYSE Requirements. However, we have established a written charter of the Human Capital Management and Compensation Committee to promote responsible corporate governance practices, and we currently intend to maintain the committee going forward.

Human Capital Management and Compensation Committee Interlocks and Insider Participation

The Board has determined that each member of the Human Capital Management and Compensation Committee is independent in accordance with the NYSE rules. The Human Capital Management and Compensation Committee consists of Messrs. Nix and Gunning. Neither of these individuals is a current or former officer or employee of the Company or any of its subsidiaries. Related party transactions and the independence of the non-employee members of the Company’s Board are discussed in more detail under the following sections, Director Independence and NYSE Requirements, starting on page 7 and Certain Relationships and Related Party Transactions, starting on page 33 of this Proxy Statement. No executive officer of the Company has served as a director or member of the compensation committee or other board committee of another entity that had an executive officer who served on the Company’s Board or Human Capital Management and Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors of the Company consists of Messrs. Jerry W. Nix (Chairman) and Patrick J. Gunning. The Nominating and Corporate Governance Committee is responsible for, among other things:

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determining the appropriate qualifications required for the members of the Board;

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recommending Board committee chairs and assignments;

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recommending to our Board nominees for director and to consider any nominations properly made by a stockholder, to make recommendations to our Board of Directors regarding the agenda for our Annual Meetings of Stockholders, and appropriate action to be taken in response to any stockholder proposals;

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conducting periodic reviews of the composition and size of the Board and its committees, as well as the frequency and procedures of Board meetings;

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overseeing compliance with key corporate governance policies, including the company’s corporate governance guidelines and independence guidelines;

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reviewing and approving related party transactions;

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reviewing and monitoring the Company’s ESG practices, policies, programs and public disclosures; and

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reviewing and assessing the adequacy of the Company’s Code of Business Conduct and Ethics.

The Company is not required by law or by the NYSE rules to have a nominating committee since we are a controlled corporation as described below under the heading “Director Independence and NYSE Requirements.” However, we have established a Nominating and Corporate Governance Committee and a written charter to promote responsible corporate governance practices, and we currently intend to maintain the committee going forward.

Director Nominations

Under Delaware law, there are no statutory criteria or qualifications for directors. No criteria or qualifications have been prescribed by the Board at this time. The Nominating and Corporate Governance Committee does not have a formal policy with regard to the consideration of director candidates. As such, there is no formal policy relative to diversity, although as noted below, it is one of many factors that the Nominating and Corporate Governance Committee has the discretion to factor into its decision making. This discretion would extend to how the Committee might define diversity in a particular instance — whether in terms of background, viewpoint, experience, education, race, gender, national origin or other considerations. The Committee acts under the guidance of the Corporate Governance Guidelines approved by the Board of Directors and posted on the Company’s website at www.rpc.net under the Governance section. The Board believes that it should preserve maximum flexibility in order to select directors with sound judgment and other desirable qualities. According to the Company’s Corporate Governance Guidelines, the Board of Directors will be responsible for selecting nominees for election to the Board of Directors. The Board delegates the screening process to the Nominating and Corporate Governance Committee. This Committee is responsible for determining the appropriate skills and characteristics required of Board members in the context of the then current makeup of the Board. This determination takes into account all factors which the Committee considers appropriate, such as independence, experience, strength of character, mature judgment, technical skills,

diversity, age and the extent to which the individual would fill a present need on the Board. The Bylaws provide that nominations for the election of directors may be made by any stockholder entitled to vote for the election of directors. Nominations must comply with an advance notice procedure which generally requires, with respect to nominations for directors for election at an annual meeting, that written notice be addressed to: The Corporate Secretary, RPC, Inc., 2801 Buford Highway NE, Suite 300, Atlanta, Georgia 30329, and received not less than 90 nor more than 130 days prior to the anniversary of the prior year’s annual meeting and set forth among other requirements specified in the Bylaws, the name, age, business address and, if known, residence address of the nominee proposed in the notice, the principal occupation or employment of the nominee for the past five years, the nominee’s qualifications, the class or series and number of shares of capital stock of the Company which are owned beneficially or of record by the person and any other information relating to the person that would be required to be disclosed in a proxy statement or other filings. Other requirements related to the notice are contained in the Bylaws and stockholders are advised to carefully review those requirements to ensure that nominations comply with the Bylaws. The Committee will consider nominations from stockholders that satisfy these requirements.

The Committee is responsible for screening the nominees that are selected by the Board of Directors for nomination to the Board and for service on committees of the Board. All of the nominees for directors being voted upon at the Annual Meeting to be held on April 26, 2022 are currently serving on the Board of Directors.

Board Leadership

The Company has had separate persons serving as its Chairman of the Board and Chief Executive Officer since 2005. Mr. Gary W. Rollins is the Non-Executive Chairman and chairs our Board meetings. Mr. Richard A. Hubbell is our President and Chief Executive Officer. We believe that this represents the appropriate structure for us at this time; the Chairman of the Board provides general oversight and strategic planning for the Company, while the President and Chief Executive Officer focuses on optimizing operational efficiencies.

Risk Oversight by Board of Directors

Our Board of Directors’ oversight of risk has not been delegated to any Board Committee. “Risk” is an extremely broad concept that extends to multiple functional areas and crosses multiple disciplines. As such, risk may be addressed from time to time by the full Board or by one or more of our Committees. Senior management is responsible for identifying and managing material risks that we face while insurable risks and litigation risks are handled primarily by the risk management department. Senior management provides the Board with a summary of insurance coverage annually and updates as deemed necessary. Liquidity risk, credit risk and risks associated with our credit facilities and cash management are handled primarily by our finance department which regularly provides a financial report to both the Audit Committee and to the full Board. Operational, business, regulatory and political risks are handled primarily by senior executive management which regularly provides various operational reports to, among others, the full Board, the Executive Committee and the Audit Committee.

Cybersecurity Risk Oversight

Cybersecurity has become a particularly acute area of risk for companies of all sizes and in all industries, including our company. While management is primarily responsible for our cybersecurity program and managing our cybersecurity risks, including our procedures and day-to-day operations, our Audit Committee oversees our risk management program which includes oversight of cybersecurity risks. The Audit Committee reviews our cybersecurity risks and incidents and any other risks and incidents relevant to our information technology systems controls and security, and determines if any such risks and incidents should be disclosed in our periodic filings with the SEC.

In performing its oversight responsibilities, our Audit Committee receives periodic reports and reviews our information technology and cybersecurity risk profile. We use a variety of security products and vendors to protect our information technology infrastructure and data. Our programs continue to adapt and mature as threats continue to evolve. We maintain data encryption, monitoring, loss prevention, data storage, identity/authentication controls, including two-factor authentication tools, and anti-malware and anti-virus solutions. We also perform penetration tests and cyber simulations to

practice our incident response procedures. Our cybersecurity plans are reviewed on an annual basis, and we prioritize new and updated programs as needed to respond to the cybersecurity risks we may face. We train employees on cybersecurity risks, conduct annual tabletop exercises and generate internal phishing campaigns to assess the effectiveness of the training. We also regularly review our privacy policies to ensure compliance with all applicable data privacy regulations.

Director Independence and NYSE Requirements

Controlled Company Exemption

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

The Company’s Audit Committee is composed of three “independent” directors as defined by the Company’s Corporate Governance Guidelines, the NYSE rules, the Exchange Act, SEC regulations thereunder, and the Company’s Audit Committee Charter. All of the members of both the Human Capital Management and Compensation, and Nominating and Corporate Governance Committees are also “independent” directors. The current independent directors of the Company are Messrs. Jerry W. Nix and Patrick J. Gunning and Ms. Susan R. Bell. Mr. Harry J. Cynkus was an independent director during 2021.

Independence Guidelines

Under NYSE listing standards, to be considered independent, a director must be determined to have no material relationship with the Company other than as a director. The NYSE standards set forth a nonexclusive list of relationships which are conclusively deemed material. The Company’s Independence Guidelines are posted on the Company’s website at www.rpc.net under the Governance section and include categorical standards for determining independence in specific situations.

Audit Committee Charter

Under the Company’s Audit Committee Charter, in accordance with NYSE listing requirements and the Securities Exchange Act of 1934, all members of the Audit Committee must be independent of management and the Company. A member of the Audit Committee is considered independent as long as he or she (i) does not accept any consulting, advisory, or compensatory fee from the Company, other than as a director or committee member; (ii) is not an affiliated person of the Company or its subsidiaries; and (iii) otherwise meets the independence requirements of the NYSE and the Company’s Corporate Governance Guidelines.

Nonmaterial Relationships

After reviewing all of the relationships between the independent directors and the Company, the Board of Directors determined that none of independent directors had any relationships not included within the categorical standards set forth in the Independence Guidelines and discussed above except as follows:

Mr. Cynkus was employed by Rollins, Inc. from 1998 to 2015 and held several positions during that time including Senior Vice President, Chief Financial Officer and Treasurer.

Messrs. Nix, Gunning, and Ms. Bell also serve on the Boards of Rollins, Inc. and Marine Products Corporation, of which Mr. Gary W. Rollins and Ms. Pamela R. Rollins are directors and have voting control over which is held by a control group of which Mr. Gary W, Rollins is a part. Mr. Gary W. Rollins is also an executive officer of Rollins, Inc. Mr. Cynkus was also a director of Rollins, Inc. and Marine Products Corporation during 2021.

As required by the Independence Guidelines, the Board of Directors unanimously concluded that the above-listed relationships would not affect the independent judgment of the independent directors, based on their experience, character and independent means, and therefore do not preclude an independence determination. All of the members of the Audit Committee are also independent under the heightened standards required for Audit Committee members.

The Company’s non-management directors meet at regularly scheduled executive sessions without management. In accordance with the NYSE corporate governance listing standards, Mr. Jerry W. Nix was elected Lead Director in 2021 and presided over the executive sessions held during 2021.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines to formalize and promote better understanding of our policies and procedures. At least annually, the Board reviews these guidelines. As required by the rules of the NYSE, our Corporate Governance Guidelines require that our non-management directors meet in regularly scheduled executive sessions each year without management, and such meetings are currently required to occur at least twice annually.

At the Company’s website at www.rpc.net, under the Governance section, you may access a copy of its Corporate Governance Guidelines, Audit Committee Charter, Human Capital Management and Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Code of Business Conduct, Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy, and Independence Guidelines.

Code of Business Conduct

The Company has adopted a Code of Business Conduct applicable to all directors, officers and employees generally, as well as a Code of Business Conduct and Ethics for Directors and Executive Officers and Related Party Transactions Policy applicable to the principal executive officer, principal financial officer, and directors. Both codes are available on the Company’s website at www.rpc.net under the Governance section.

Director Communications

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

Inc.

Suite 300

Mr. Jerry W. Nix

c/o Internal Audit Department

RPC, Inc.

2801 Buford Highway NE, Suite 300

Atlanta, Georgia 30329

The above instructions for communications with the directors are also posted on our website at www.rpc.net under the Governance section. All communications received from interested parties are forwarded to the Board of Directors. Any communication addressed solely to the Lead Director or the non-management directors will be forwarded directly to the appropriate addressee(s).

DIRECTOR COMPENSATION

Overview of the Non-Employee Director Compensation Program

Members of the Board who are not employees (Non-Employee Directors) receive compensation for their service. As an RPC employee, Mr. Hubbell does not receive compensation for his service as a Board member. 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. In December 2021, the Human Capital Management and Compensation Committee and the Board approved changes to the Non-Employee Director compensation program for 2022.

2021 Annual Non-Employee Director Compensation Program

Cash Compensation

Under the Director Compensation Program in effect in 2021, our Non-Employee Directors received an annual cash retainer and Committee Chairs received additional annual cash retainers. All retainers are payable in equal quarterly installments in arrears. In addition, all Non-Employee Directors also received compensation for their attendance at all regular and special committee meetings, payable on or after the date of the meeting. For each Non-Employee Director who is elected or appointed for the first time, the first quarterly installment of the annual retainers will be paid for the first quarter that ends on or after the date of his or her initial election or appointment, prorated based on service during the quarter. The following table sets forth the 2021 Non-Employee Director Compensation Program:


Board/Committee	Annual Chair Retainer ($)	Annual Non-Chair Retainer ($)	Meeting Attendance Fee ($)
Board of Directors	60,000	60,000	2,500
Audit Committee	20,000	-	2,500
Human Capital Management and Compensation Committee	10,000	-	2,000
Diversity Committee	6,000	-	1,500
Nominating and Corporate Governance Committee	6,000	-	1,500

The Lead Director also receives an additional $2,500 for preparing to conduct each quarterly Board meeting.

2021 Director Compensation Table

The following table sets forth the compensation paid to our directors for services rendered as a director for the year ended December 31, 2021. One of our directors, Mr. Richard A. Hubbell is an employee of the Company and his employee compensation information is set forth in the Summary Compensation Table under the Executive Compensation section of this Proxy Statement. Directors that are our employees do not receive any additional compensation for services rendered as a director.

All of the directors shown below have never been employed by the Company or paid a salary or bonus by the Company, have never been granted any options or other stock-based awards, and do not participate or have never participated in any Company sponsored retirement plans.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Total ($)
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Total ($)
Susan R. Bell	85,000	—	—	85,000
Harry J. Cynkus	105,000	—	—	105,000
Patrick J. Gunning	95,500	—	—	95,500
Jerry W. Nix	115,000	—	—	115,000
Amy R. Kreisler	72,500	—	—	72,500
Gary W. Rollins	132,500	—	—	132,500
Pamela R. Rollins	72,500	—	—	72,500

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

Cash and Equity Compensation

Under the Director Compensation Program in effect in 2021, our Non-Employee Directors did not receive equity. In December 2021, the Human Capital Management and Compensation Committee and the Board approved changes to the Director Compensation Program for 2022. Such changes included an annual equity grant in the form of Company common shares under the Company’s 2014 Equity Stock Incentive Plan (SIP) with a grant date value of $25,000. The Company common shares will be granted on the third business day following the Annual Meeting of Stockholders and will vest immediately on the grant date.

In addition to the equity compensation to be granted to Non-Employee Directors described above, the Human Capital Management and Compensation Committee and the Board also approved the following changes to the Non-Employee Director Compensation Program effective January 1, 2022:

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Annual cash retainer in the amount of $75,000;

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Lead Director annual cash retainer in the amount of $10,000;

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Elimination of Board and Committee meeting fees;

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Audit Committee Chair annual cash retainer in the amount of $20,000;

●

Human Capital Management and Compensation Committee Chair annual cash retainer in the amount of $10,000;

●

Nominating and Corporate Governance Committee Chair annual cash retainer in the amount of $6,000;

●

Committee member annual cash retainer - Audit Committee of $6,000, Human Capital Management and Compensation Committee of $3,000, Nominating and Corporate Governance Committee of $2,000; and

●

Non-Executive Chairman annual cash retainer remained unchanged in the amount of $60,000.

Non-Employee Director Stock Ownership Guidelines

Under current Stock Ownership Guidelines, Non-Employee Directors are required to beneficially own, within five years of their initial grant, common stock of the Company equal to at least three times the annual equity retainer. Non-Employee Directors are prohibited from selling Company stock granted to such director by the Company for a period of one (1) year from the date of such grant until such director is in compliance with their ownership requirement under these Stock Ownership Guidelines.

Information Regarding Director Nominees and Continuing Directors

The following table sets forth the names, ages as of March 1, 2022, and certain other information for each of the nominees for election as a director at the Annual Meeting and for each of the continuing members of our Board following the Annual Meeting. Full biographical information follows the table.


				Current Term
Name	Class	Age	Director Since	Expires	Independent
Director Nominees
Susan R. Bell	III	59	2021	2022	ü
Amy R. Kreisler	III	52	2016	2022	û
Pamela R. Rollins	III	65	2019	2022	û
Continuing Directors
Jerry W. Nix	I	76	2020	2023	ü
Patrick J. Gunning	I	62	2021	2023	ü
Gary W. Rollins	II	77	1984	2024	û
Richard A. Hubbell	II	77	1987	2024	û

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

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 January 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 of Marine Products Corporation, Rollins, Inc. and First Advantage Corporation, roles she has held since 2021, and serves on the audit committees of those corporations. In addition, Ms. Bell serves on the boards of the non-profit, National Center for Civil & Human Rights and IWF Georgia, an international women’s forum. Ms. Bell graduated summa cum laude from Mississippi State University with a Bachelor of Professional Accountancy and is a Certified Public Accountant in Georgia and Tennessee.

Amy R. Kreisler

Executive Director, The O. Wayne Rollins Foundation

Non-Independent Member of the Board of Directors

Amy Rollins Kreisler has served as a Director of RPC, Inc. since 2016. Ms. Kreisler is a Vice President at LOR, Inc. She is the Executive Director of The O. Wayne Rollins Foundation; Trustee of The Ma-Ran Foundation; and Trustee of The Lovett School Board of Trustees, also serving on their Executive Committee. 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 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.

Pamela R. Rollins

Director, LOR, Inc.

Non-Independent Member of the Board of Directors

Pamela R. Rollins has served as a Director of RPC, Inc. since 2019. Ms. Rollins is a Trustee of Young Harris College and The O. Wayne Rollins Foundation, a Trustee Emeritus of The Schenck School, a board member of The National Monuments Foundation and a former board member of The Lovett School. Ms. Rollins has served as a Director of Rollins, Inc. since 2015 and Marine Products Corporation since 2017. Ms. Rollins received a Bachelor of Arts in Family Community Studies from Stephens College.

Continuing Directors:

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

Chairperson of the Human Capital Management and Compensation Committee

Chairperson 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 of RPC, Inc., and Rollins, Inc., roles 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.

Patrick J. Gunning

Chief Financial Officer at The Woodruff Arts Center

Retired Partner, Ernst & Young LLP

Independent Member of the Board of Directors

Chairperson 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 January 2021. Mr. Gunning brings extensive risk oversight, financial and strategic experience to our Board of Directors. Mr. Gunning currently serves as the Chief Financial Officer of the Woodruff Arts Center, a non-profit organization, a role he has held since November 2020. Mr. Gunning retired as a partner from Ernst & Young LLP in June 2020, a role he 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. 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 of 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.

Gary W. Rollins

Non-Executive Chairman

Non-Independent Member of the Board of Directors

Member of the Executive Committee

Gary W. Rollins has served as a Director of RPC, Inc. since 1984. Mr. Rollins has extensive knowledge of the Company’s business and industry having served on the Board of the Company for over 38 years. He has served as the Non-Executive Chairman of the Board since 2020. Mr. Rollins currently serves as the Non-Executive Chairman of Marine Products Corporation and Chairman of the Board at Rollins, Inc., roles he has held since 2020. Mr. Rollins has been the Chief Executive Officer of Rollins, Inc., since 2001. Mr. Rollins previously served as a Director of Genuine Parts Company from 2013 to 2017. Mr. Rollins received a Bachelor of Science in Business Administration from the University of Tennessee.

Richard A. Hubbell

President and Chief Executive Officer

Non-Independent Member of the Board of Directors

Member of the Executive Committee

Mr. Hubbell has been President of RPC, Inc., since 1987 and CEO since April 2005. He has also been the President and Chief Executive Officer of Marine Products Corporation since February 2001. Mr. Hubbell serves on the Board of Directors for both of these companies. 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.

PROPOSAL 1:

ELECTION OF DIRECTORS

Overview

Our Board of Directors is currently composed of 7 members. In accordance with our Amended and Restated Bylaws (Bylaws), our Board is divided into three classes of directors. At the Annual Meeting three Class III directors will be elected for a three-year term, so that the term of office of one class of directors shall expire in each year. Each director’s term continues until the election and qualification of his or her successor, or such director’s earlier death or resignation. Four other individuals serve as directors but are not standing for re-election because their terms as directors extend past this Annual Meeting pursuant to provisions of the Company’s Bylaws, which provide for the election of directors for staggered terms, with each director serving a three-year term.

Nominees

At the Annual Meeting, Mses. Susan R. Bell, Amy R. Kreisler and Pamela R. Rollins will be nominated to serve as Class III Directors. The nominees for election at the 2022 Annual Meeting are currently directors of the Company. A former director, Mr. Harry J. Cynkus, resigned from the Board effective December 31, 2021. Unless authority is withheld, the proxy holders will vote for the election of each nominee named above as a director. Although management does not contemplate the possibility, in the event any nominee is not a candidate or is unable to serve as director at the time of the election, unless authority is withheld, the proxies will be voted for any nominee who shall be designated by the present Board of Directors and recommended by the Nominating and Corporate Governance Committee to fill such vacancy.

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

AUDIT MATTERS

Report of the Audit Committee

Management is responsible for the Company’s system of internal control over financial reporting, the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States, and the financial reporting process, including management’s assessment of Internal Control over Financial Reporting (ICFR).

The Company’s independent registered public accounting firm is responsible for performing an integrated independent audit of the Company’s consolidated financial statements and management reports on ICFR in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) and for issuing reports thereon. The Audit Committee’s responsibility is generally to monitor and oversee these processes, as described in the Audit Committee Charter. It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management. The Audit Committee presently consists of three independent directors, all of which are considered financially literate under NYSE rules.

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

●

Approved the engagement and terms of service of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2021;

●

Reviewed with management and the Company’s independent registered public accounting firm, the interim financial information included in the Company’s Forms 10-Q prior to their being filed with the SEC, as well as the financial information in each quarterly earnings release;

●

Reviewed and discussed with the Company’s management (including internal audit) and the Company’s independent registered public accounting firm, the audited consolidated financial statements of the Company as of December 31, 2021 and 2020 and for the three years ended December 31, 2021 and the related ICFR;

●

Discussed with the Company’s independent registered public accounting firm matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and

●

Received from the Company’s independent registered public accounting firm the written disclosures and the letter in accordance with the requirements of the PCAOB regarding the firm’s communications with the Audit Committee concerning independence and discussed with such firm its independence from the Company.

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

In giving its recommendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States of America; and (ii) the reports of the Company’s independent registered public accounting firm with respect to such financial statements and related internal controls.

Respectfully submitted by the Audit Committee of the Board of Directors

Patrick J. Gunning, Chairperson

Susan R. Bell

Jerry W. Nix

This report of the Audit Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any

filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

Independent Registered Public Accounting Firm

Principal Auditor

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

The Audit Committee has appointed Grant Thornton LLP as RPC, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Grant Thornton LLP has served as the Company’s independent auditors since 2004 and is considered by management to be well qualified. Representatives of Grant Thornton LLP are expected to be present at the annual meeting, and they will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

Aggregate fees billed by the Company’s independent registered public accounting firm are set forth below:


	2021		2020
Audit fees and quarterly reviews⁽¹⁾	$	1,060,610	$	1,124,840
Audit related fees		—		—
Tax fees		—		—
All other fees		—		—

(1)

Audit fees represent fees for professional services provided in connection with the integrated audit of our financial statements, including internal controls over financial reporting, review of our quarterly financial statements, and audit services provided in connection with other statutory or regulatory filings.

Pre-approval of Services

All of the services described above were pre-approved by the Company’s Audit Committee. The Audit Committee has determined that the payments made to its independent registered public accounting firm for these services are compatible with maintaining such auditors’ independence. A majority of the hours expended on the principal accountant’s engagement to audit the financial statements of the Company for the years 2021 and 2020 were attributable to work performed by full-time, permanent employees of the principal accountant. The Committee has no pre-approval policies or procedures other than as set forth below.

The Audit Committee is directly responsible for the appointment and termination, compensation, and oversight of the work of the independent registered public accounting firm, including resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting. The Audit Committee is responsible for pre-approving all audit and non-audit services provided by the independent public accountants and ensuring that they are not engaged to perform the specific non-audit services proscribed by law or regulation. The Audit Committee has delegated pre-approval authority to the Chairperson, and the Chairperson may further delegate approval authority to another member of the Committee from time to time. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.

PROPOSAL 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Overview

The Audit Committee of the Board of Directors has appointed Grant Thornton LLP as the Company’s independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2022. Grant Thornton has served as our independent registered public accounting firm since 2004.

During fiscal 2021, Grant Thornton LLP served as our independent registered public accounting firm. Representatives of Grant Thornton LLP are expected to attend the annual meeting and will have the opportunity to respond to appropriate questions and, if they desire, to make a statement.

Although we are not required to seek ratification of this appointment, the Audit Committee and the Board of Directors believes, it is appropriate to do so. If stockholders do not ratify the appointment of Grant Thornton LLP, the current appointment will stand, but the Audit Committee will consider the stockholder action in determining whether to retain Grant Thornton LLP as our independent registered public accounting firm for future fiscal years.

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

EXECUTIVE OFFICERS

The following narratives summarize the business experience over at least the last five years of our current executive officers, other than Mr. Hubbell, whose business experience is described above in the section titled Information Regarding Director Nominees and Continuing Directors beginning on page 11.

Ben M. Palmer

Vice President, Chief Financial Officer and Corporate Secretary

Mr. Palmer has been Vice President, Chief Financial Officer and Treasurer of RPC, Inc. since 1996 and assumed responsibility as Corporate Secretary in 2018. He is also Vice President, Chief Financial Officer, Treasurer and Corporate Secretary of Marine Products Corporation. He joined RPC following 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 in its audit and business advisory services division. Mr. Palmer has a Bachelor of Science in Business Administration from Auburn University.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation program and provides an overview of how the Human Capital Management and Compensation Committee made compensation decisions in 2021 for each of our named executive officers which consist of our Principal Executive Officer, and our Principal Financial Officer, who were serving in such capacity in fiscal 2021. For a complete understanding of the executive compensation program, this disclosure should be read in conjunction with the Summary Compensation Table and other executive compensation-related disclosures included in this Proxy Statement.

In fiscal year 2021, our named executive officers were:


Named Executive Officer	Position with the Company in 2021
Richard A. Hubbell	President and Chief Executive Officer
Ben M. Palmer	Vice President, Chief Financial Officer and Corporate Secretary

Executive Summary

Fiscal Year 2021 Financial Highlights

●

Net revenues of $864.9 million, an increase of 44.6 percent over the prior year’s revenue of $598.3 million

●

$7.2 million net income, an improvement over $212.2 million net loss in 2020 which included $217.5 million in impairment and other charges.

Executive Compensation Practices and Governance Policies


	What We Do		What We Don’t Do
✓	Pay for Performance The majority of our named executive officers’ total compensation is directly linked to the Company’s performance.	x	No Tax Gross-Ups Our named executive officers are not entitled to tax gross-ups under any of our compensation programs or policies.
✓	Align the Interests of Executives with those of Our Stockholders Equity compensation represents a significant portion of our named executive officers’ total compensation.	x	No Hedging or Pledging Under our Insider Trading Policy, we prohibit our employees, including our named executive officers and the members of our board of directors, from hedging or pledging our securities.
✓ ✓	Stock Ownership Guidelines We maintain strong stock ownership requirements for our directors and executive officers. Independent Compensation Committee Our Human Capital Management and Compensation Committee is composed solely of independent directors.	x	No Employment Contract There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of severance or compensation, including incentive or bonus payments, other than annual restricted stock grant agreements.

General Compensation Objectives and Guidelines

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

The Human Capital Management and Compensation Committee endorses the philosophy that executive compensation should reflect Company performance and the contribution of executive officers to that performance. Our compensation policy is designed to achieve three fundamental objectives:

●

attract and retain qualified executives;

●

motivate performance to achieve Company objectives; and

●

align the interests of our executives with the long-term interests of the Company’s stockholders.

The Human Capital Management and Compensation Committee recognizes that there are many intangibles involved in evaluating performance and in motivating performance, and that determining an appropriate compensation level is a highly subjective endeavor. The analysis of the Committee is not based upon a structured formula and the objectives referred to above are not weighted in any formal manner. During the year, none of the executive officers made recommendations or otherwise contributed input on their own compensation.

The Company’s executive officers are also executive officers of Marine Products Corporation (Marine Products) and receive compensation directly from Marine Products. The members of the Company’s Human Capital Management and Compensation Committee also constitute the Human Capital Management and Compensation Committee of Marine Products. In determining the compensation for the executive officers at the Company, the Committee considers these dual responsibilities and sources of compensation. The Company sets compensation of its executives at such levels so that the aggregate compensation received from both Marine Products and the Company is reasonable in light of their respective responsibilities and the performance of both companies, and so that the compensation from the Company for services solely to the Company is reasonable. A discussion of the Company’s executive officers’ compensation at Marine Products is contained in its annual Proxy Statement filed with the SEC.

Pursuant to our compensation philosophy, the total annual compensation of our executive officers is primarily made up of one or more of the following three core elements:

●

salary (fixed);

●

annual performance-based cash incentive compensation (cash incentive); and

●

grants of stock-based awards such as restricted stock (equity incentive).

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

We believe (i) a competitive base salary is important to attract, retain and motivate our top executives; (ii) annual performance-based incentive compensation is valuable in recognizing and rewarding individual achievement; and (iii) equity-based compensation makes executives “think like owners” and, therefore, aligns their interests with those of our stockholders.

Fiscal 2021 Named Executive Officer Compensation Details

The table below reflects the approximate general distribution of the three core elements of Named Executive Officer (NEO) compensation earned for fiscal 2021 as determined by our Human Capital Management and Compensation Committee.


Principal Position	Fixed Compensation	Cash Incentive	Equity Incentive	Total Performance-Based Compensation
Chief Executive Officer	71%	-	29%	29%
Other NEO	63%	-	37%	37%

Compensation Elements

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


Compensation Element	Description
Base Salary	Fixed cash compensation based on each executive officer’s role, responsibilities, competitive market positioning, and individual performance.
Performance-Based Incentive Cash 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 and individual performance.
Stock-Based Incentive Plans	Grants of stock-based awards in the form of restricted stock.

Base Salary

Base salary represents the fixed element of the compensation of our executive officers and is an important element of compensation intended to attract and retain qualified executives. The Human Capital Management and Compensation Committee reviews the base salaries of our executive officers each year as part of its annual review of our executive compensation program, with input from our CEO (except with respect to his own base salary). In making its determinations the Human Capital Management and Compensation Committee gives consideration to the Company’s operating performance for the prior fiscal year and the individual executive’s performance and compensation paid by Marine Products. Base salary increases are not automatic or guaranteed.

2021 Base Salary Adjustments

During 2020, in light of the difficult operating environment faced by the Company, the executive officers voluntarily reduced their annual base salaries by 25 percent to the following amounts, effective May 1, 2020: Mr. Richard A. Hubbell: $712,500 ($237,500 decrease); and Mr. Ben M. Palmer: $337,500 ($112,500 decrease);. Effective January 1, 2021, in light of the improved performance of the Company, the annual base salaries of the executive officers were restored. No other salary adjustments were made for executive officers in 2021 or 2022 through the date of this proxy statement.

Performance-Based Incentive Cash Compensation

The Company implemented the Performance-Based Incentive Cash Compensation Plan (Management Incentive Plan) for the executive officers in 2006. Under the Management Incentive Plan, the Human Capital Management and Compensation Committee establishes performance goals annually within ninety days 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 in the Management Incentive Plan 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 those performance measures. 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 utilizing the formula set out in the Management Incentive Plan. This formula provides for a performance value (“Performance Value”) which ranges from:

●

threshold performance level (with a Performance Value of 25 percent of the Target Award),

●

target performance level (with a Performance Value up to 100 percent of the Target Award), to

●

superior performance level (with a Performance Value up to 200 percent of the Target Award).

Subject to the limitations set forth below, a participant’s cash award amount for each year under the Management Incentive Plan equals the product of the Target Award multiplied by the Weighted Percentage assigned to each performance measure used for a participant, multiplied by the Performance Value attained for each performance measure, multiplied by base compensation. The Committee will determine the maximum cash award as a percentage of participants’ base compensation for each applicable year.

For 2021, the Committee established the target incentive award under the Management Incentive Plan for the Chief Executive Officer and for the other members of executive management at the amounts shown in the table below. The target awards that could be earned under the Management Incentive Plan for 2021 were the same as for the prior year.


		Target Award as a percentage
Executive Officer		of base salary
Richard A. Hubbell		100%
President and Chief Executive Officer
Ben M. Palmer		100%
Vice President, Chief Financial Officer and Corporate Secretary

The maximum bonus award for each participant under the Plan for 2021 and prior years was established at 150 percent of such participant’s base salary. The performance criteria applicable to the participants under the Management Incentive Plan for 2021 were determined based solely on corporate performance. The Human Capital Management and Compensation Committee established corporate performance goals for 2021 under the Management Incentive Plan based on Return on Invested Capital (ROIC) as described below.

ROIC is a widely used financial performance measure that typically correlates with long-term change in stockholder value. The Company has used ROIC as the primary performance goal under the Management Incentive Plan for several years. ROIC is computed as the ratio of earnings before interest, taxes, depreciation and amortization to invested capital. Invested capital is generally equal to the aggregate of stockholders’ equity, accumulated depreciation and long-term liabilities. For 2021, the target performance goal established by the Company is in excess of the comparable historical ROIC average of our peers, approximates the Company’s weighted average cost of capital and is an amount which the Company believes represents outstanding financial performance. Under the Management Incentive Plan for 2021, the Company was required to achieve at least 70 percent of the target performance goal for executive officers to be eligible for any bonus award. Bonus

awards under the Management Incentive Plan are determined on a sliding scale between the threshold performance level and superior performance level, which correspond to 175 percent of the target performance goal. To be eligible for the bonus award under the Management Incentive Plan for 2021, the ROIC was required to be in excess of 12.6 percent up to a maximum of 31.5 percent. The Company has consistently followed the same method to compute ROIC, and the Committee has not exercised discretion to waive the performance goals based on difficult industry conditions or other factors.

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 did not achieve ROIC performance goals for 2021 or 2020. In addition, ROIC generated by the Company in 2021 was less than the threshold amount therefore no bonuses were earned by executive officers in 2021 or 2020.

Stock-Based Incentive Plans

Our Stock Incentive Plan (SIP) allows for a wide variety of stock-based awards such as stock options and restricted stock. In recent years, we have awarded time-based restricted stock in lieu of granting stock options. The terms and conditions of these awards 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 three years, we have granted time-based restricted stock to various employees, including our executive officers, in early January during our regularly scheduled meeting of the Human Capital Management and Compensation Committee during which the Committee reviews executive compensation. Consistent with this practice, we granted restricted stock awards to our executive officers in January 2021 and 2020 as follows:


Name	2022	2021	2020
Richard A. Hubbell	—	100,000	100,000
Ben M. Palmer	—	67,000	67,000

Messrs. Hubbell and Palmer did not receive grants in January 2022 due to internal policy guidelines currently being reviewed that relate to stock ownership for executive officers. They are expected to be evaluated for grants of restricted stock awards at a later date in 2022. The amount of the aggregate stock-based awards to our executive officers in any given year is influenced by the Company’s overall performance. The amount of each grant to our executive officers is influenced in part by the Committee’s subjective assessment of each individual’s respective contributions to achievement of the Company’s long-term goals and objectives, in addition to the stock price around grant date. 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 restricted stock awards although we reserve the right to modify or discontinue this or any of our other compensation practices at any time.

All of our restricted stock awards granted since 2004 have had the same features. The shares vest one-fifth per year beginning on the second anniversary of the grant date. Effective with the 2022 restricted stock grants, the shares shall vest in five equal installments beginning on the first anniversary of the grant date. Restricted shares have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave our employment for any reason prior to the vesting dates (other than due to disability or retirement on or after age 65), the unvested shares will be forfeited. In the event of death, or “change in control” as determined by the Board of Directors, all unvested restricted shares shall vest immediately.

Grants are made under our SIP which is administered pursuant to Rule 16b-3 of the Exchange Act.

Other Compensation

Health and Retirement Plans

The executive officers all participate in the Company’s regular employee benefit programs, including the 401(k) Plan with Company match, group life insurance, group medical and dental coverage and other group benefit plans. The Company maintains a defined benefit pension plan (“Retirement Income Plan”) for all our eligible employees, a non-qualified supplemental retirement plan for our executives and certain other highly compensated employees, and a 401(k) Plan for the benefit of all of our eligible employees. In 2002, the Company’s Board of Directors approved a resolution to cease all future benefit accruals under the Retirement Income Plan effective March 31, 2002. During 2002, the Company began permitting selected highly compensated employees to defer a portion of their compensation into the Company’s nonqualified Supplemental Retirement Plan (SRP). The SRP is described in more detail under the caption Nonqualified Deferred Compensation on page 29.

Perquisites and Other Personal Benefits

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

●

an automobile or an automobile allowance

●

use of the Company’s aircraft for personal travel.

Compensation Setting Process

Role of the Human Capital Management and Compensation Committee

Under its charter the Human Capital Management and Compensation Committee is responsible for, among other things, reviewing our overall executive compensation philosophy and strategy, including base salary, performance-based incentive cash compensation, and stock-based incentive plans, to ensure that the strategy supports our compensation policy.

The Human Capital Management and Compensation Committee is composed of two non-employee directors who do not participate in our compensation plans, Mr. Jerry W. Nix (Chairperson), and Patrick J. Gunning, each of whom is independent.

The Human Capital Management and Compensation Committee has the authority, at its sole discretion, to retain or obtain the advice of any compensation consultant, legal counselor or other advisor to assist the Committee in the performance of its duties, and shall be directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant, legal counsel or other advisor so retained. The Committee has not used the services of any compensation consultants in determining or recommending the amount or form of executive compensation. The Human Capital Management and Compensation Committee may also, from time to time, and in its discretion, form and delegate all or a portion of its authority to subcommittees; provided that such subcommittees meet the Committee’s composition requirements set forth in its Charter or under any applicable federal or state laws.

Role of Management

The Human Capital Management and Compensation Committee solicits input from Mr. Richard A. Hubbell, Chief Executive Officer, with respect to the performance of our executive officers and their compensation levels. The Human Capital Management and Compensation Committee considers Mr. Hubbell’s evaluation and his direct knowledge of each executive officer’s performance and contributions when making compensation decisions.

The Role of Stockholder Say-on-Pay Votes

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

Policies Regarding Stock Ownership by Executive Officers

Stock Ownership Requirements

Stock Ownership Guidelines (the “Guidelines”) for our executive officers and other key executives, effective January 1, 2022, designated by the Human Capital Management and Compensation Committee to align the interests of our executives with the interests of our stockholders are as follows:

●

President and CEO – Ownership equal to 4 times base salary; and

●

Chief Financial Officer – Ownership equal to 3 times base salary.

Participants under the Guidelines have a period of four years in which to satisfy the Guidelines, from the date of appointment to a qualifying position. Participants who become subject to these Guidelines after January 1, 2022 will have their individual ownership requirement established based upon their base salary at the time they became subject to the Guidelines and the Company’s average closing common stock price for the prior 90 day period. Promotions into a different position category will require recalculation of a participant’s ownership requirements as appropriate. Once established, a participant’s ownership requirement does not change as a result of changes in their base salary or fluctuations in the Company’s common stock price.

Shares counted toward this requirement will be based on shares beneficially owned by such participant (as beneficial ownership is defined by the SEC’s rules and regulations) including:

●

shares owned outright by the participant (including through open market purchases or acquired and held upon vesting of Company equity awards);

●

restricted stock grants whether or not vested; and

●

shares held in trust in the participant’s name.

Once achieved, ownership of the amount under the Guidelines must be maintained for as long as the participant is subject to the Guidelines and the participant is required to retain a minimum of 20 percent of any future equity awards.

In addition, the Human Capital Management and Compensation Committee approved and adopted stock ownership guidelines applicable to our non-employee directors. Information with respect to our non-employee directors’ stock ownership guidelines is set forth in Non-Employee Director Stock Ownership Guidelines on page 11 of this Proxy Statement.

Prohibition on Hedging and Pledging of Common Stock

As do many public companies, we have historically provided in our insider trading policies that directors and executive officers are prohibited from hedging, pledging or otherwise encumbering Company securities.

Clawback Policy

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

Tax Deductibility of Compensation

As a result of the Tax Cuts and Jobs Act, starting with compensation payable in 2018, Section 162(m) of the Internal Revenue Code limits us from deducting compensation, including performance-based compensation, in excess of $1,000,000 paid to our executive officers. The only exception to this rule is for compensation (including performance-based compensation) that is paid pursuant to a binding contract in effect on November 2, 2017, that would otherwise have been deductible under the prior Section 162(m) rules. The Human Capital Management and Compensation Committee will continue to retain full discretion to award compensation packages that best attract, retain and reward successful executive officers. Therefore, the Human Capital Management and Compensation Committee anticipates that it will award compensation that is not fully deductible under Section 162(m).

HUMAN CAPITAL MANAGEMENT AND COMPENSATION COMMITTEE REPORT

The Human Capital Management and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management and based on such review and discussions the Human Capital Management and Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

Respectfully submitted by the Human Capital Management and Compensation Committee

of the Board of Directors

Jerry W. Nix, Chairperson

Patrick J. Gunning

This report of the Human Capital Management and Compensation Committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended (Securities Act), or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.

EXECUTIVE COMPENSATION

There are no agreements or understandings between the Company and any executive officer that guarantee continued employment or guarantee any level of severance or compensation, including incentive or bonus payments, other than annual restricted stock grants. The following table provides information regarding the annual and long-term compensation for services in all capacities to the Company for the calendar years ended December 31, 2021, 2020 and 2019 of our Principal Executive Officer and Principal Financial Officer.

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⁾	($)⁽⁴⁾	($)
Richard A. Hubbell	2021	950,000	387,000	—	—	34,410	1,371,410
President and Chief Executive Officer	2020	791,667	459,000	—	7,322	17,570	1,275,559
	2019	950,000	854,250	—	7,607	18,900	1,830,757

Ben M. Palmer	2021	450,000	259,290	—	—	23,860	733,150
Vice President, Chief Financial Officer and Corporate Secretary	2020	375,000	307,530	—	—	23,050	705,580
	2019	450,000	569,500	—	19,567	23,550	1,062,617

(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, 2021 for a discussion of assumptions used in this computation. For this computation, we do not include an assumption for estimated forfeitures.

(2)	Bonuses under the Management Incentive Plan are accrued in the fiscal year earned and paid in the following fiscal year. No bonuses were earned for the periods presented.

(3)

The actuarial present value of the executive officers’ accumulated benefit under the defined benefit plan decreased as follows: In 2021, Mr. Richard A. Hubbell - $(26,255). Decreases represent the impact of the change in discount rate or lump-sum payments as no additional benefits are being accrued.

(4)	All other compensation for 2021 includes the following items for:


Mr. Richard A. Hubbell:	Insurance on automobile provided by the Company, cost of dining club dues, cost of gasoline for personal automobile and 401(k) Plan Company match of $13,050 in the aggregate; personal use of plane - $15,940.
Mr. Ben M. Palmer:	Automobile allowance, cost of gasoline for personal automobile and 401(k) Plan Company match of $13,050 in the aggregate.

GRANTS OF PLAN-BASED AWARDS

All Other

Grant Date

Estimated Future Payouts

Stock Awards:

Fair Value

Under Non-Equity

Number of

of Stock

Incentive Plan Awards⁽¹⁾

Shares of

and Option

Threshold

Target

Maximum

Stock or Units

Awards

Name

Grant Date

($)

(#)

($)⁽²⁾

Richard A. Hubbell

1/26/2021

237,500

950,000

1,425,000

100,000

387,000

Ben M. Palmer

1/26/2021

112,500

450,000

675,000

67,000

259,290

(1)	These amounts illustrate the potential bonus awards under the Management Incentive Plan for 2021. See Summary Compensation Table on page 25 for actual amounts awarded in 2021.

(2)	These amounts represent aggregate grant date fair value for grants of restricted shares of Common Stock awarded in fiscal year 2021 under the SIP computed in accordance with ASC Topic 718. Please see Note (1) to the Summary Compensation Table for additional details.

The table above shows grants of restricted shares of Company Common Stock under the SIP awarded in fiscal year 2021. All grants of restricted shares of Common Stock vest one-fifth per year beginning on the second anniversary of the grant date. Effective January 2022, all grants of restricted shares of Common Stock vest one-fifth per year beginning on the first anniversary of the grant date. Restricted shares have full voting and dividend rights. However, until the shares vest, they cannot be sold, transferred or pledged. Should the executive leave our employment for any reason prior to the vesting dates (other than due to death, disability, change in control or retirement on or after age 65), the unvested shares will be forfeited. We have not issued any stock options since 2003 and have no immediate plans to issue additional stock options.

OUTSTANDING EQUITY AWARDS AT 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 restricted shares of Common Stock outstanding at December 31, 2021 that were granted in prior years to the executives, but have not yet vested, together with the market value of these unvested shares based on the $4.54 closing price of our Common Stock on December 31, 2021.

Option Awards

Stock Awards

Number of

Securities

Number of

Market Value

Underlying

Shares or

of Shares or

Unexercised

Option

Units of Stock

Options

Exercise

Option

That Have

(#)

Price

Expiration

Not Vested

Name

Exercisable

Un-exercisable

($)

Date

(#)

($)

Richard A. Hubbell

—

320,000

⁽¹⁾

1,452,800

Ben M. Palmer

—

211,800

⁽¹⁾

961,572

(1)	The Company has granted employees time lapse restricted shares that vest one-fifth per year beginning on the second anniversary of the grant date. Shares of restricted stock granted to the executive officers that have not vested as of December 31, 2021 are summarized in the table that follows:


Name	Number of shares	Grant date	Date fully vested
Richard A. Hubbell	15,000	1/26/2016	1/26/2022
	18,000	1/24/2017	1/24/2023
	27,000	1/23/2018	1/23/2024
	60,000	1/22/2019	1/22/2025
	100,000	1/28/2020	1/28/2026
	100,000	1/26/2021	1/26/2027

Ben M. Palmer	9,000	1/26/2016	1/26/2022
	10,800	1/24/2017	1/24/2023
	18,000	1/23/2018	1/23/2024
	40,000	1/22/2019	1/22/2025
	67,000	1/28/2020	1/28/2026
	67,000	1/26/2021	1/26/2027

OPTION EXERCISES AND STOCK VESTED

The following table sets forth:

●

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, 2021;

●

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;

●

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, 2021; and

●

the aggregate dollar amount realized on the vesting date for such restricted stock computed by multiplying the number of shares which vested by the market value of the shares on the vesting date.


	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	(#)	($)	(#)	($)
Richard A. Hubbell	—	—	63,000	253,410
Ben M. Palmer	—	—	39,400	158,238

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


			Present
		Number of	Value of
		Years Credited	Accumulated	Payments During
		Service	Benefit	Last Fiscal Year
Name	Plan Name	(#)	($)	($)
Richard A. Hubbell	Retirement Income Plan	15	392,640	42,314
Ben M. Palmer	Retirement Income Plan	4	—	—

The Company’s Retirement Income Plan, a trusteed defined benefit pension plan, provides monthly benefits upon normal retirement at age 65, to eligible employees. The Plan provides reduced early retirement benefits at age 591∕2, or 55 or older with 15 or more years of service. In 2002 the Company’s Board of Directors approved a resolution to cease all future benefit accruals under the Retirement Income Plan effective March 31, 2002. Retirement Income Plan benefits are based on the average of the employee’s compensation from the Company for the five consecutive complete calendar years of highest compensation during the last ten consecutive complete calendar years (“final average compensation”) immediately preceding March 31, 2002. The benefits are computed as the product of 1.5 percent of final average compensation multiplied by years of credited service (up to 30 years) reduced by an adjustment for benefits drawn from social security. Adjustments have been made for age and the IRS mandated compensation limitations.

Mr. Hubbell is voluntarily receiving distributions from the plan even though he has not retired from the Company. The amount of distributions received during 2021 has been disclosed in the table above and is not subject to change after retirement. In 2020, the Company offered a limited lump-sum payment window for certain vested terminated participants and active employees with a vested balance. Mr. Palmer elected to receive his vested balance immediately as a lump-sum.

401(k) Plan

Effective July 1, 1984, the Company adopted a qualified retirement plan designed to meet the requirements of Section 401(k) of the Code. The Company makes matching contributions of 100 percent for each dollar ($1.00) of a participant’s contribution to the 401(k) Plan for the first three percent of his or her annual compensation and fifty cents ($0.50) for each dollar ($1.00) for the next three percent of his or her annual compensation. The only form of benefit payment under the 401(k) Plan is a single lump-sum payment equal to the vested balance in the participant’s account on the date the distribution is processed. Under the 401(k) Plan, the full amount of a participant’s vested accrued benefit is payable upon his termination of employment, retirement, total and permanent disability, or death. During the course of employment, a participant may withdraw his or her pre-tax contributions to the extent of certain specified instances of financial hardship and may withdraw any amount from his or her pre-tax contribution account for any reason after attaining age 59 1∕2. Amounts contributed by the Company to the accounts of the named executive officers under this plan are reported in the All Other Compensation column of the Summary Compensation Table on page 25.

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.


	Executive	Registrant	Aggregate	Aggregate	Aggregate
	Contributions	Contributions	Earnings in	Withdrawals/	balance at
	in Last FY	in Last FY	Last FY	Distributions	Last FYE
Name	($)⁽¹⁾	($)	($)	($)	($)
Richard A. Hubbell	—	—	64,402	—	581,082
Ben M. Palmer	36,000	—	81,104	—	1,204,593

(1)	Includes $36,000 of base salary for 2021 disclosed in the Summary Compensation Table, which have been deferred by the executive officer pursuant to the SRP. The remaining deferral amounts, if any, represent deferrals of bonus compensation that was paid in 2021.

The deferral option provides that participants may defer up to 50 percent of their base salary and up to 100 percent 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.

Generally, the SRP provides for distributions of any deferred amounts upon the earliest to occur of a participant’s death, disability, retirement or other termination of employment (Termination Event). However, for any deferrals of base salary and bonus compensation (but not Company contributions), participants are entitled to designate a distribution date which is

prior to a Termination Event. The SRP allows a participant to elect to receive distributions in installments or lump-sum payments.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The following table describes the potential payments and benefits under the Company’s compensation and benefit plans and arrangements to which the named executive officers would be entitled upon termination of employment. There are no other agreements, arrangements or plans that entitle executive officers to severance, perquisites, or other enhanced benefits upon termination of their employment except as described below. Additional payments or benefits to a terminating executive officer would be at the discretion of the Human Capital Management and Compensation Committee.

In accordance with the terms of the defined benefit plan, the executive officers are not entitled to additional benefits at death or disability. The amounts payable at retirement are disclosed in the Benefit Plans section on page 28. The executive officers can choose to receive the amounts accumulated in the SRP either as a lump-sum or in installments at retirement, death or disability. These amounts have been disclosed under the Nonqualified Deferred Compensation section on page 29. The table below reflects the incremental restricted shares and their values that would become vested as of December 31, 2021 using the closing market price of $4.54 per share for our Common Stock, as of that date, in the case of retirement, disability, death or change in control.


	Stock Awards
	Number of shares
	underlying unvested	Unrealized value of
	stock	unvested stock
Name	(#)	($)
Richard A. Hubbell
· Retirement	41,722	189,418
· Disability	103,588	470,290
· Death	320,000	1,452,800
· Change in control	320,000	1,452,800
Ben M. Palmer
· Retirement	—	—
· Disability	67,828	307,939
· Death	211,800	961,572

SEC Form DEF 14A filed by RPC Inc.