Jonathan Rolph
EvergyAbout Jonathan D. Rolph
Jonathan D. Rolph (age 45) is an Independent Director of Evergy, appointed effective January 1, 2025, and serves on the Finance Committee. He is the Chief Executive Officer of Thrive Restaurant Group (owner-operator of 190+ restaurants) and holds a B.A. from Baylor University (2001). The Board has affirmatively determined he is independent under Nasdaq and Evergy standards. His background emphasizes supply-chain management, customer engagement, and regional civic leadership.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thrive Restaurant Group | Chief Executive Officer | Current (joined company 2002; CEO currently) | Led multi-brand growth to 190+ restaurants; regional employer and operator |
| Thrive Restaurant Group / Carlos O’Kelly’s, Inc. | Chief Operating Officer | Prior to CEO (dates not individually disclosed) | Restaurant chain operations leadership |
| Thrive Restaurant Group | Vice President, Administration & Marketing | Prior to COO (dates not individually disclosed) | Brand, admin, marketing leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| INTRUST Bank, N.A. | Director | Financial institution (bank) | Board service disclosed in proxy and 8-K |
| Centralized Supply Chain Services | Director; described as Chairman in press release | Industry supply-chain company | Proxy lists board service; press release notes chairmanship |
| Applebee’s Franchise Business Council | Director; described as Chairman in press release | Industry body | Proxy lists board service; press release notes chairmanship |
| Greater Wichita Partnership | Vice-Chair | Non-profit/civic | Regional economic development leadership |
| Kansas Board of Regents | Vice-Chair | Public/education governance | State-level governance leadership |
Board Governance
- Committee assignment: Finance Committee member effective January 1, 2025 (Finance Committee held 4 meetings in 2024 with 94% attendance; Rolph joined after 2024). The Board determined all Finance Committee members other than the CEO are independent.
- Independence: The Board has affirmatively determined Rolph is independent under Nasdaq and Evergy’s standards; independence determinations considered ordinary course commercial and charitable relationships and found no material relationships.
- Indemnification: Evergy entered into its standard form indemnification agreement with Rolph (same as other directors; filed form referenced).
- Board competencies attributed to Rolph (per Board matrix): strategy development; federal and state regulation/compliance; culture/compensation alignment; accounting/finance/investment management; risk management; operational oversight; customer experience; community/political relations; ESG.
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual base cash retainer | $115,000 | Paid quarterly; non-employee directors can elect to convert cash retainers to DSUs under LTIP |
| Lead Independent Director fee | $30,000 | Not applicable to Rolph; LID is B. Anthony Isaac |
| Committee Chair fees | $20,000 (Audit; CLD; Finance; NGS; Operations) | Not applicable to Rolph (committee member, not chair) |
| 2024 actual for Rolph | Cash $0; Equity $0; Total $0 | Appointed effective 1/1/2025; did not receive 2024 compensation |
Performance Compensation
| Component | Policy/Amount | Metrics/Vesting | Notes |
|---|---|---|---|
| Annual equity retainer | $155,000 in Evergy common stock | Paid on first business day after annual meeting (2024: May 8, 2024); directors may defer to DSUs; no stock options granted to directors | New directors joining after the annual meeting do not receive that year’s equity retainer |
| Options/Performance awards | None disclosed for directors | N/A | Director table omits option awards and non-equity incentive comp; none provided in 2024 |
Directors may defer cash retainers via the DCP and/or convert cash/equity into DSUs under the LTIP; DSUs accrue dividend-equivalent units and settle in stock after Board service ends per elections.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed (INTRUST Bank, CSS, Applebee’s FBC, Regents and civic roles are not disclosed as public company boards) |
| Potential interlocks/conflicts | Board independence review considered ordinary course commercial/charitable transactions; none material or affecting independence. No related-party transactions requiring Item 404 disclosure since the beginning of fiscal 2024. |
Expertise & Qualifications
- Management/leadership of a large multi-state operating company (CEO of Thrive Restaurant Group).
- Extensive experience in supply-chain management and customer engagement.
- Regional civic and community leadership providing local market insights.
- Board-designated competencies include finance/accounting, regulation, risk management, operational oversight, customer experience, community/political relations, ESG, and strategy.
Equity Ownership
| Measure | Amount | As-of/Notes |
|---|---|---|
| Beneficially owned shares (#) | 2,240 (includes 1,440 held indirectly via gift trusts) | As of March 4, 2025; footnote indicates gift trust holdings |
| Share equivalents to settle in stock (#) | 468 | Deferred equity that will settle 1-for-1 in stock after service ends per director elections |
| Total share interest (#) | 2,708 | Less than 1% of class |
| Stock ownership guideline | 5x annual cash retainer within 5 years of initial election | All non-employee directors were in compliance as of 12/31/2024; Rolph joined 1/1/2025 and will be subject to the 5-year guideline clock |
| Hedging/pledging policy | Prohibited for all directors, officers, employees | Insider trading policy bans short sales, hedging, and pledging of Evergy stock |
Insider Transactions (Form 4)
| Period | Transactions | Notes |
|---|---|---|
| 2024 | None as a director | Rolph became a director effective 1/1/2025; Section 16 Form 4 obligations would begin upon becoming an insider. Company reported no Section 16(a) delinquencies for 2024 generally. |
Governance Assessment
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Positives:
- Independent director appointed 1/1/2025 with Finance Committee assignment—aligned with Board focus on capital structure, budget, tax/treasury, and KPI oversight.
- Strong alignment policies: robust director stock ownership guideline (5x cash retainer in 5 years) and prohibition on hedging/pledging.
- No related-party transactions requiring disclosure since 1/1/2024; independence affirmed after review of director-affiliated transactions.
- Regional economic and customer-experience expertise that can inform demand growth and stakeholder engagement.
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Watch items:
- Early tenure: 2024 attendance and compensation data are not indicative (joined in 2025); monitor 2025–2026 attendance/engagement and Finance Committee contributions.
- Initial personal ownership is modest in share count terms (2,708 total share interest); guideline allows 5 years to build holdings—track progress toward 5x-cash requirement.
- Multiple external roles (CEO of Thrive and several boards) imply meaningful time commitments—monitor meeting attendance and engagement metrics as disclosed in future proxies.
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Contextual indicator: Say-on-pay approval of ~96% in 2024 suggests broad shareholder support for Evergy’s compensation governance framework; while focused on executives, it reflects investor confidence in governance practices overseen by the Board.