RPC INC (RES)
Sector: Energy
2026 Annual Meeting Analysis
RPC INC · Meeting: April 28, 2026
Directors FOR
4
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Nominees for a One-Year Term to the Board of Directors
Against Analysis
Mr. Hubbell has served on the board since 1987 and his tenure fully overlaps the three-year period in which RPC's stock lost 5.4% while the energy sector ETF (XLE) gained 61.6% — a gap of 67 percentage points, well exceeding the 30-point trigger threshold for companies with negative three-year returns; the five-year record does not provide sufficient mitigation given the magnitude of underperformance.
Ms. Kreisler has served since 2016, so her tenure fully covers the period of significant stock underperformance versus XLE; additionally, she is the sister of fellow director Timothy C. Rollins, and both are part of the controlling shareholder group, raising independence concerns even though she is classified as non-independent.
Ms. Bell has served since 2021, covering the full three-year underperformance period where RPC's stock trailed XLE by 67 percentage points; additionally, the proxy itself discloses that she simultaneously serves on the audit committees of four public companies, which is a meaningful commitment concern even though the board has blessed the arrangement.
As CEO and a director since 2022, Mr. Palmer bears direct accountability for the company's strategic direction during the three-year period in which the stock lost 5.4% while XLE gained 61.6%; per policy, executive directors are subject to the same TSR trigger as all other directors, and this Against vote is independent of the Say on Pay recommendation.
Mr. Wilson has served since 2022, which means his tenure covers the full three-year period of underperformance where RPC trailed the energy sector ETF (XLE) by 67 percentage points, exceeding the 30-point threshold for companies with negative absolute three-year returns.
Mr. Rollins has served since 2022 and his tenure covers the full underperformance period; he is also the brother of fellow director Amy R. Kreisler, and both are part of the controlling shareholder group that holds over 50% of voting power, compounding governance concentration concerns.
For Analysis
Mr. Gunning joined in 2021 and brings strong financial and audit credentials as a former Ernst & Young partner and CPA; although the TSR underperformance trigger technically fires, he joined fewer than three full years before this meeting and his tenure partially overlaps the underperformance period, warranting a FOR rather than an automatic Against vote, and his qualifications are clearly relevant to the board's needs.
Mr. Lewis joined the board in 2025, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger; he brings relevant legal, business services, and governance experience as a former law firm chair and CEO.
Mr. Kolstad joined the board in 2025, which is within the 24-month new-director exemption window, so he is exempt from the TSR underperformance trigger; he brings directly relevant oilfield services industry experience as a former CEO of CARBO Ceramics and a 21-year career at Schlumberger.
Mr. Slagle is a new nominee first proposed in February 2026 and has not yet served on the board, so he is fully exempt from the TSR trigger; he brings relevant capital allocation, investment management, and strategic planning experience from his roles at Goldman Sachs and the Rollins family office, though shareholders should note he is classified as non-independent.
The board of ten nominees includes seven directors subject to the TSR underperformance trigger — RPC's stock lost 5.4% over three years while the energy sector ETF (XLE) gained 61.6%, a gap of 67 percentage points well above the 30-point threshold for companies with negative absolute returns. Directors who joined in 2025 (Lewis, Kolstad) and the new nominee (Slagle) are exempt. FOR votes are warranted for Gunning (partially overlapping tenure and strong qualifications), Lewis, Kolstad, and Slagle; AGAINST votes are warranted for Hubbell, Kreisler, Bell, Palmer, Wilson, Rollins, and Rollins based on TSR underperformance, with additional concerns around the Bell overboarding situation and familial relationships among the Rollins family control group.
Say on Pay
✓ FORCEO
Ben M. Palmer
Total Comp
$3,192,075
Prior Support
N/A
The CEO's total compensation of approximately $3.2 million is reasonable for a CEO of a $1.5 billion energy services company and does not appear to significantly exceed the benchmark for this title, sector, and market cap band. The pay structure is appropriately performance-oriented: base salary of $618,000 represents less than 20% of total compensation, with the majority coming from a cash bonus tied to a specific operating cash flow target (which was achieved at 162% of target, resulting in a 187% bonus payout) and equity awards that include performance stock units with three-year cumulative EBITDA and relative total shareholder return conditions. The company has a valid clawback policy compliant with NYSE rules, and while stock performance has lagged the energy sector, the incentive structure has clear, measurable performance conditions that appropriately link pay to outcomes, passing the pay-for-performance alignment screen.
Auditor Ratification
✓ FORAuditor
Grant Thornton LLP
Tenure
22 yrs
Audit Fees
$1,409,000
Non-Audit Fees
$0
Grant Thornton has served as RPC's auditor since 2004, giving it approximately 22 years of tenure — below the 25-year threshold that would trigger a negative vote; there are zero non-audit fees, meaning the auditor's entire billing relationship with the company is limited to core audit work, which is a strong independence indicator; Grant Thornton is a large national firm appropriate for a $1.5 billion company.
Overall Assessment
The 2026 RPC annual meeting presents three standard proposals: director elections, auditor ratification, and Say on Pay. The most significant issue is the company's three-year stock performance, which has lagged the energy sector ETF (XLE) by 67 percentage points, triggering Against votes for seven of the ten director nominees who served during that period, while the three newest directors are exempt; the auditor ratification and Say on Pay proposals both pass their respective policy screens and warrant For votes.