Andrew Rolfe
J.JillAbout Andrew Rolfe
Andrew Rolfe, age 58, has served as an independent director of J.Jill since February 2017 (and on the former parent’s board since May 2015). He previously held senior roles at TowerBrook Capital Partners (Vice Chair, Managing Director, Head of Private Equity USA; 2006–Jan 2024) and operating roles at Gap Inc. (President, International; 2003–2006), Pret A Manger (Chairman/CEO) and Booker Foodservice. He holds an MBA from Harvard Business School and a BA from Oxford University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TowerBrook Capital Partners | Vice Chair; Managing Director; Head of PE USA; Chair Portfolio Committee; member Investment & Management Committees | Jan 2006 – Jan 2024 | Led PE operations; portfolio oversight |
| Gap Inc. | President, International; Executive Leadership Team | Nov 2003 – Feb 2006 | Led international expansion |
| Pret A Manger (Europe) Ltd | Chairman & CEO | Not disclosed | Brand growth leadership |
| Booker Foodservice | Chief Executive Officer | Not disclosed | Foodservice leadership |
| True Religion Apparel, Wilton Industries, Jimmy Choo, Kaporal Jeans, BevMo (Beverages & More), KeHe Distributors | Director | Not disclosed | Consumer/retail board experience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Planet42 Ltd | Chair | Current |
| Ally WasteServices LLC | Director | Current |
Board Governance
- Independence: The Board determined Andrew Rolfe is an independent director under NYSE rules .
- Committee assignments: Chair, Nominating, Governance & ESG Committee; Member, Compensation Committee; Not on Audit Committee .
- Attendance: The Board met 13 times in FY2024; committees met 18 times collectively. All directors attended at least 75% of Board and committee meetings (thus Rolfe met the minimum attendance threshold) .
- Executive sessions: Non-management directors meet at least quarterly; independent directors meet at least annually; Chairman Michael Rahamim presides .
- Controlled company transition: J.Jill ceased to be a “controlled company” on June 14, 2024 and is in compliance with NYSE phase-in requirements for fully independent Compensation and Nominating committees .
Fixed Compensation
- Standard director pay structure (non-employee directors; other than TowerBrook-affiliated Michael Recht): $60,000 annual cash retainer; $100,000 annual equity award; Committee chair/member fees: Audit chair $20,000; Compensation chair $12,000; other committee chair $10,000; Audit member $7,500; other committee member $5,000 .
| Component | FY2024 Value | Notes |
|---|---|---|
| Fees Earned/Paid in Cash ($) | $75,000 | Consistent with $60k base + $10k Nominating chair + $5k Compensation member |
| Stock Awards ($) | $122,421 | Grant date fair value under ASC 718; equity quoted as $ value divided by 30-day avg price |
| Dividend Equivalents ($) | $792 | Credited as additional RSUs |
| Total ($) | $198,213 |
Performance Compensation
- No director performance-based compensation (no PSUs/options for directors disclosed; annual director equity is RSUs that vest time-based) .
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| TowerBrook Capital Partners; TI IV JJill Holdings LP (48% owner as of Apr 7, 2025) | Principal stockholder; rights to designate directors and consent on significant corporate actions via Stockholders Agreement | Rolfe served in senior TowerBrook roles through Jan 2024; Board still deems him independent, but TowerBrook retains significant rights and influence; Board composition includes TowerBrook MD Michael Recht . |
| Elm ST Advisors (owned by former director James Scully) | Paid consulting arrangement in FY2024–FY2025; options issued/modified | Approved under Related Person Transaction policy; watch for advisory impact on compensation/corporate actions . |
| Subordinated Facility and warrants (TI IV and Mr. Rahamim as lenders) | $15M term loan (2020); warrants exercised in FY2024 for 3,572,664 shares | Ongoing related-party context and legacy financing footprint . |
Expertise & Qualifications
- Domain: Retail/consumer leadership; private equity portfolio oversight .
- Education: MBA (Harvard Business School); BA (Oxford University) .
- Board skills: Governance leadership (Nominating Chair), compensation oversight; strategic and operational experience in apparel/retail .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial Ownership (Shares) | 14,166 | <1% of 15,283,043 outstanding shares |
| Ownership % of Outstanding | <1% | As disclosed by “*” (<1%) |
| Unvested RSUs Outstanding | 3,788 | April 1, 2024 grant of 3,761 RSUs plus 27 dividend equivalents; one-year vesting anniversary |
| Director Stock Ownership Guidelines | 4x annual cash retainer; 5-year compliance window from Feb 1, 2025 or appointment date | Applies to non-executive directors; all forms of beneficial ownership except options/unearned PSUs count |
| Hedging/Pledging | Short-sales, margin purchases, and options prohibited; long-term hedging requires prior approval | Securities Trading Policy filed with 2024 Form 10-K |
Governance Assessment
- Committee leadership and engagement: As Nominating, Governance & ESG Chair and Compensation Committee member, Rolfe is central to board refresh, ESG oversight, and pay design. The Board’s FY2024 meeting cadence (13 Board; 18 committee meetings) and ≥75% attendance indicate baseline engagement .
- Independence vs influence: The Board deems Rolfe independent, but his long TowerBrook tenure alongside TowerBrook’s 48% ownership and director designation/consent rights increases perceived influence risk. Mitigants include cessation of “controlled company” status and committee independence phase-in compliance .
- Pay and alignment: FY2024 director pay mix is cash + time-vested RSUs, with standard fees. Ownership guidelines at 4x cash retainer and anti-hedging/margin restrictions support alignment; Rolfe holds 14,166 shares plus 3,788 unvested RSUs .
- Related-party exposure (RED FLAGS to monitor): TowerBrook Stockholders Agreement consent rights (e.g., board size, debt >$10M, equity issuance, dividend policy, poison pill adoption, change of control) and designation rights; Elm Street consulting with former director and equity options; Subordinated Facility warrants exercised by affiliated lenders. These raise governance optics and require ongoing Audit Committee oversight and robust independent director processes .
Overall signal: High sector-relevant expertise and committee leadership, but sustained vigilance warranted given principal stockholder influence and related-party context. Continued adherence to NYSE independence requirements, robust committee charters, and transparent related-party reviews are critical to investor confidence .