Pay vs Performance Disclosure

5 Months Ended

7 Months Ended

12 Months Ended

May 17, 2022

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]



										Average		Average
										Summary		Summary		Value of Initial Fixed $100
										Compensation		Compensation		Investment Based On:
		Summary		Summary						Table Total		Actually Paid							Return
		Compensation		Compensation		Compensation		Compensation		for Non-PEO		to Non-PEO				Peer Group		Net	on
		Table Total		Table Total		Actually Paid		Actually Paid		Named		Named		Total		Total		Income/	Invested
		for first		for second		to first		to second		Executive		Executive		Shareholder		Shareholder		(Loss)	Capital
Year		PEO ⁽¹⁾		PEO ⁽¹⁾		PEO ⁽²⁾⁽⁴⁾		PEO ⁽²⁾⁽⁴⁾		Officers ⁽¹⁾		Officers ⁽³⁾		Return		Return ⁽⁵⁾		(in thousands)	(ROIC) ⁽⁶⁾
2022	$	2,138,360	$	2,272,390	$	3,327,790	$	3,062,704	$	819,670	$	819,320	$	167.00	$	113.26	$	218,363	20.3	%
2021		1,371,410		—		1,913,830		—		733,150		1,164,372		86.64		70.04		7,217	6.1	%
2020		1,275,559		—		696,697		—		818,133		875,186		60.11		58.01		(212,192)	0.2	%

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

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

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

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

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

(2)

The dollar amounts reported represent the amount of Compensation Actually Paid (CAP), computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. To calculate the amounts in the CAP to PEO column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the Summary Compensation Table (SCT):

Reported

Equity

Summary

Value of

Award

Pension

Compensation

Equity

Adjustments

Compensation

Table Total for

Awards to

to first

to second

to First

Actually Paid

first PEO ^(a)

second PEO ^(a)

first PEO ^(b)

second PEO ^(b)

PEO ^(c)

PEO ^(d)

to first PEO

to second PEO

Year

($)

2022

2,138,360

2,272,390

(670,500)

(804,600)

1,859,930

1,594,914

—

3,327,790

3,062,704

2021

1,371,410

—

(387,000)

—

929,420

—

1,913,830

—

2020

1,275,559

—

(459,000)

—

(112,540)

—

(7,322)

696,697

—

(a)

The amounts disclosed represent the amounts reported as Total compensation in the SCT.

(b)

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

(c)

Represents the year-over-year change in the fair value of equity awards, as shown below.


	2022 - First PEO	2022 - Second PEO	2021	2020
Fair Value of	($)	($)	($)	($)
Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY	666,750	800,100	454,000	315,000
Change in prior year awards outstanding and unvested as of end of CFY	1,096,200	730,800	305,800	(382,470)
Change in prior year awards that vested in current year	83,900	53,694	169,620	(45,070)
Dividends paid	13,080	10,320	—	—
Total Equity Award Adjustments	1,859,930	1,594,914	929,420	(112,540)

(3)

The dollar amounts reported represent the amount of CAP, computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our Non-PEO Named Executive Officers during the applicable year. To calculate the amounts in the CAP to Non-PEO Named Executive Officers column in the table above, the following amounts were deducted from or added to (as applicable) the Total compensation as reported in the SCT:


	Average	Reported	Equity	Average Summary
	Summary Compensation	Value of Average Equity	Award Adjustments to	Compensation Actually
	Table Total for Non- PEO	Awards to Non-PEO Named	Non-PEO Named	Paid to Non- PEO Named
	Named Executive Officers ^(a)	Executive Officers ^(b)	Executive Officers ^(c)	Executive Officers
Year	($)	($)	($)	($)
2022	819,670	(312,900)	312,550	819,320
2021	733,150	(259,290)	690,512	1,164,372
2020	818,133	(383,265)	440,318	875,186

(a)

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

(b)

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

(c)

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


	2022	2021	2020
Fair Value of	($)	($)	($)
Equity awards granted in Current Fiscal year (CFY) outstanding and unvested as of end of CFY	311,150	304,180	263,025
Change in prior year awards outstanding and unvested as of end of CFY	—	201,272	(122,474)
Awards granted and vested in same CFY	—	—	173,000
Change in prior year awards that vested in current year	—	185,060	126,767
Dividends paid	1,400	—	—
Total Equity Award Adjustments	312,550	690,512	440,318

(4)	The actuarial present value of $7,322 attributable to Richard A. Hubbell in 2020 has been reduced in computing his CAP for that year. The Company’s defined benefit pension plan was frozen in 2002 and therefore no adjustments need to be made in computing the CAP.

(5)

Reflects cumulative total shareholder return of the Philadelphia Oil Services Sector (OSX) index, as of December 31, 2022, calculated over the measurement period beginning as of December 31, 2019 established by the market close on that day through and including the end of 2022. The OSX is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in its Form 10-K for the year ended December 31, 2022.

(6)

ROIC is computed as the ratio of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) to invested capital, for the years 2022, 2021 and 2020. Invested capital is equal to the aggregate average of stockholders’ equity, accumulated depreciation and long-term liabilities during each of the applicable years.

Company Selected Measure Name

ROIC

Named Executive Officers, Footnote [Text Block]

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

Peer Group Issuers, Footnote [Text Block]

(5)

Adjustment To PEO Compensation, Footnote [Text Block]

(2)

Reported

Equity

Summary

Value of

Award

Pension

Compensation

Equity

Adjustments

Compensation

Table Total for

Awards to

to first

to second

to First

Actually Paid

first PEO ^(a)

second PEO ^(a)

first PEO ^(b)

second PEO ^(b)

PEO ^(c)

PEO ^(d)

to first PEO

to second PEO

Year

($)

2022

2,138,360

2,272,390

(670,500)

(804,600)

1,859,930

1,594,914

—

3,327,790

3,062,704

2021

1,371,410

—

(387,000)

—

929,420

—

1,913,830

—

2020

1,275,559

—

(459,000)

—

(112,540)

—

(7,322)

696,697

—

(a)

The amounts disclosed represent the amounts reported as Total compensation in the SCT.

(b)

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

(c)

Represents the year-over-year change in the fair value of equity awards, as shown below.


	2022 - First PEO	2022 - Second PEO	2021	2020
Fair Value of	($)	($)	($)	($)
Equity awards granted in Current Fiscal Year (CFY) outstanding and unvested as of end of CFY	666,750	800,100	454,000	315,000
Change in prior year awards outstanding and unvested as of end of CFY	1,096,200	730,800	305,800	(382,470)
Change in prior year awards that vested in current year	83,900	53,694	169,620	(45,070)
Dividends paid	13,080	10,320	—	—
Total Equity Award Adjustments	1,859,930	1,594,914	929,420	(112,540)

The actuarial present value of $7,322 attributable to Richard A. Hubbell in 2020 has been reduced in computing his CAP for that year. The Company’s defined benefit pension plan was frozen in 2002 and therefore no adjustments need to be made in computing the CAP.

Non-PEO NEO Average Total Compensation Amount

$ 819,670

$ 733,150

$ 818,133

Non-PEO NEO Average Compensation Actually Paid Amount

$ 819,320

1,164,372

875,186

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

(3)


	Average	Reported	Equity	Average Summary
	Summary Compensation	Value of Average Equity	Award Adjustments to	Compensation Actually
	Table Total for Non- PEO	Awards to Non-PEO Named	Non-PEO Named	Paid to Non- PEO Named
	Named Executive Officers ^(a)	Executive Officers ^(b)	Executive Officers ^(c)	Executive Officers
Year	($)	($)	($)	($)
2022	819,670	(312,900)	312,550	819,320
2021	733,150	(259,290)	690,512	1,164,372
2020	818,133	(383,265)	440,318	875,186

(a)

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

(b)

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

(c)


	2022	2021	2020
Fair Value of	($)	($)	($)
Equity awards granted in Current Fiscal year (CFY) outstanding and unvested as of end of CFY	311,150	304,180	263,025
Change in prior year awards outstanding and unvested as of end of CFY	—	201,272	(122,474)
Awards granted and vested in same CFY	—	—	173,000
Change in prior year awards that vested in current year	—	185,060	126,767
Dividends paid	1,400	—	—
Total Equity Award Adjustments	312,550	690,512	440,318

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

The following graphs reflect the CAP paid to our PEOs and other Non-PEO Named Executive Officers over the three-year period ended December 31, 2022 and show the Company’s TSR, net income and ROIC results over the same period.