DEF 14A of J.Jill, Inc.
Filed Apr 9, 2025 · FY20240001193125-25-076808
Q: Is TowerBrook entitled to designate any director nominees for election to our Board of Directors?
Q: Is TowerBrook entitled to designate any director nominees for election to our Board of Directors? A: Under the Stockholders Agreement, dated as of March 14, 2017 (the “Stockholders Agreement”), TI IV JJill Holdings, LP (“TI IV”), an affiliate of TowerBrook Capital Partners L.P. (“TowerBrook”), has the right to appoint (i) a majority of our Board of Directors so long as it beneficially owns more than 50% of our common stock, (ii) a pro rata share of the members of our Board of Directors, rounded up to the nearest whole number, for so long as it beneficially owns less than 50% but more than 10% of our common stock and (ii) at least one director as long as it beneficially owns less than 10% but more than 5% of our stock. TowerBrook’s ownership percentage of our common stock was 48% as of April 7, 2025.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of eight directors, with no vacancies. The terms of the Class II directors, Michael Eck, Shelley Milano and Michael Recht, expire at the Annual Meeting. Additionally, Courtnee Chun and Mary Ellen Coyne are also director nominees at the Annual Meeting. Ms. Chun was appointed to the Board of Directors on September 3, 2024 as a Class I Director for an initial term expiring at the Annual Meeting. In February 2025, Ms. Coyne was appointed to serve as the Company’s Chief Executive Officer and President, effective May 1, 2025, to succeed the Company’s current Chief Executive Officer and President, Claire Spofford, following Ms. Spofford’s previously disclosed decision to retire, effective April 30, 2025. On May 1, 2025, Ms. Coyne will also assume Ms. Spofford’s seat on our Board of Directors as a Class III Director for an initial term expiring at the Annual Meeting. Our Board of Directors has nominated (i) Michael Eck, Shelley Milano and Michael Recht to serve as Class II directors for a term expiring at the 2028 Annual Meeting of Stockholders (the “Class II Nominees”); (ii) Courtnee Chun to serve as Class I director for a term expiring at the 2027 Annual Meeting of Stockholders (the “Class I Nominee”), and (iii) Mary Ellen Coyne to serve as a Class III director for a term expiring at the 2026 Annual Meeting of Stockholders (the “Class III Nominee” and, together with the Class I Nominee and the Class II Nominees, the “Nominees”), in each case until their respective successors have been duly elected and qualified. The persons named as proxies will vote to elect the Nominees as Class I, Class II, and Class III directors, respectively, unless a stockholder indicates that his or her shares should be withheld with respect to the nominee. In the event that any of the Nominees become unavailable or decline to serve as a director at the time of the Annual Meeting, the persons named as proxies will vote the proxies in their discretion for any nominee who is designated by the Board of Directors to fill the vacancy. If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of the directors. Therefore, it is important that you vote. In connection with our initial public offering in March 2017 (our “IPO”), we entered into the Stockholders Agreement with TI IV, an affiliate of TowerBrook, which provides that TI IV has the right to appoint (i) a majority of our Board of Directors so long as it beneficially owns more than 50% of our common stock, (ii) a pro rata share of the members of our Board of Directors, rounded up to nearest whole number, for so long as it beneficially owns less than 50% but more than 10% of our common stock and (ii) at least one director as long as it beneficially owns less than 10% but more than 5% of our stock. TowerBrook’s ownership percentage of our common stock was 48% as of April 7, 2025. Our Board of Directors recommends that you vote FOR the Nominees for our Board of Directors in this Proposal 1.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information about our directors and executive officers as of the date of this Proxy Statement. There is no family relationship between any director or executive officer of the Company. The business address for the Nominees for matters regarding the Company is 4 Batterymarch Park, Quincy, Massachusetts 02169.
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position(s) with J.Jill, Inc. | Director Since | | Claire Spofford(1) | 63 | Chief Executive Officer, President and Director through April 30, 2025 | February 2021 | | Mark Webb | 53 | Executive Vice President, Chief Financial Officer and Chief Operating Officer | N/A | | Shelley Liebsch | 49 | Senior Vice President, Chief Merchandising Officer | N/A | | Maria Martinez | 57 | Senior Vice President, Chief Human Resources Officer | N/A | | Elliot Staples | 55 | Senior Vice President, Creative Director | N/A | | Current Directors(2) | | | | | Michael Rahamim | 72 | Chairman of the Board of Directors | February 2017 | | Michael Eck | 62 | Director | February 2017 | | Jyothi Rao | 56 | Director | July 2021 | | Shelley Milano | 68 | Director | June 2019 | | Michael Recht | 45 | Director | February 2017 | | Andrew Rolfe | 58 | Director | February 2017 | | Courtnee Chun | 50 | Director | September 2024 |
DIRECTORS AND EXECUTIVE OFFICERS
| (1) Ms. Spofford will retire from the Company as of April 30, 2025. |
DIRECTORS AND EXECUTIVE OFFICERS
| (2) As of the date of this Proxy Statement, Ms. Coyne was not a director. She will assume Ms. Spofford’s seat on the Board of Directors in connection with her appointment as Ms. Spofford’s successor as the Company’s Chief Executive Officer and President, effective May 1, 2025. |
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is a brief biography of each of our Nominees, directors and executive officers.
Directors
Directors
Class II Nominees
Class II Nominees The terms of the following Class II directors will expire at the Annual Meeting. Michael Eck, Shelley Milano and Michael Recht are the Class II Nominees for election at the Annual Meeting, for terms that will expire at the 2028 Annual Meeting of Stockholders and until each of their successors have been duly elected and qualified. Michael Eck has served as a director of J.Jill since our conversion to a corporation in February 2017 and served on our Board of Directors of our former parent company since November 2016. Mr. Eck was the Global Head of the Consumer and Retail Investment Banking Group at Morgan Stanley from 2008 until his retirement in 2014. Prior to that, Mr. Eck worked at Citigroup from 1993 to 2008, where he was the Global Head of the Consumer and Retail Banking Group, and at Credit Suisse First Boston from 1987 to 1993. In January 2016, Mr. Eck joined M. Klein and Company, a global strategic advisory firm, as a Senior Advisor. From December 1, 2017 to December 31, 2018, Mr. Eck served as the Interim Chief Executive Officer of The Johnson Controls Hall of Fame Village, a company developing a multi-use destination attraction and media platform in association with the Pro Football Hall of Fame. From February 2020 to October 2020, Mr. Eck was a member of the Board of Directors of Churchill Capital Corp III, a Special Purpose Acquisition Company listed on the New York Stock Exchange (the “NYSE”) under the symbol “CCXX.” From 2015 to April 2018, he served as an independent Board member and Chairman of the Audit Committee of Blue Buffalo Pet Products, Inc., a publicly-held leading natural pet food company, until Blue Buffalo Pet Products, Inc. was acquired by General Mills Inc. in April 2018. Mr. Eck is also the co-founder and board member of Steer for Student Athletes. In addition, he previously served as a Board member of USA Ultimate and as a member of the Senior Advisory Board of Shopkick. Mr. Eck received his MIM from Northwestern University and his B.S. in Business from the McIntire School of Commerce at the University of Virginia. He was selected to serve on our Board of Directors because of his extensive knowledge of corporate strategy, corporate financing and accounting, capital investment and operations and the consumer sector. Shelley Milano has served as a director of J.Jill since June 2020. From 2015 to 2020, Ms. Milano was with L Brands, owner of the Victoria’s Secret, PINK and Bath & Body Works brands, where the most recent role she held prior to her departure was Executive Vice President and Chief Human Resources Officer. In this role, she was responsible for advancing enterprise talent and development initiatives to enable growth of the business and L Brands associates. Prior to being named Chief Human Resources Officer, she served as the company’s Senior Vice President and General Counsel for three years. Before joining L Brands in 2015, Ms. Milano was Senior Vice President, General Counsel and Secretary at Eddie Bauer, Inc.; Executive Vice President and General Counsel at Starbucks Corporation; and Vice President and General Counsel at Honda of America Mfg., Inc. Ms. Milano has served as a director of Urban Hardwoods and Bartell Drugs. She received her J.D. degree from Berkeley Law and her B.A. degree in Accountancy from Adrian College. Ms. Milano was selected to serve on our Board of Directors because of her expertise in the areas of Human Resources, her legal knowledge and her prior experience in the retail industry. Michael Recht has served as a director of J.Jill since our conversion to a corporation in February 2017 and served on our Board of Directors of our former parent company since May 2015. Mr. Recht is a Managing Director at TowerBrook, our principal stockholder, where he leads the firm’s consumer efforts in North America and has worked since 2013. Prior to joining TowerBrook, he was a member of the consumer investing teams at Apax Partners and Thoma Bravo, where he was actively involved across several investments including Cole Haan and Excelligence Learning Corporation. Prior to that, Mr. Recht was a member of the Technology & Defense teams at CIBC World Markets. He currently serves on the boards of KeHe Distributors Holdings, LLC, Ignite Fitness Holdings, Stonebridge Companies and Demakes Enterprises. He also serves on the Board of Minds Matter, a non-profit mentoring organization. He formerly served on the Board of Directors of Kevin’s Natural Foods and Wilton Brands. He received his M.B.A. from the Kellogg School of Management at Northwestern University and his B.A. from Williams College. With more than 20 years’ experience in consumer investing, he was selected to serve on our Board of Directors because of his broad financial knowledge, particularly in the retail and consumer products industries.
Class III Directors
Class III Directors The terms of the following Class III directors will expire at the 2026 Annual Meeting of Stockholders. Andrew Rolfe has served as a director of J.Jill since our conversion to a corporation in February 2017 and served on the Board of Directors of our former parent company since May 2015. From January 2006 until January 2024, Mr. Rolfe held various positions with TowerBrook including serving as Vice Chair, Managing Director and the Head of Private Equity, USA, Chairman of the Portfolio Committee, and a member of the Investment and Management Committees. Prior to joining TowerBrook, Mr. Rolfe served as President of The Gap Inc.’s International Division from November 2003 until February 2006, where he also served as a member of the Executive Leadership Team. Mr. Rolfe has also held roles as the Chairman and Chief Executive Officer of Pret A Manger (Europe) Ltd and the Chief Executive Officer of Booker Foodservice. He previously served as a director of True Religion Apparel, Inc., Wilton Industries Inc, Jimmy Choo Inc, Kaporal Jeans Inc, Beverages & More, Inc, and KeHe Distributors Holdings LLC. He currently serves as Chair of Planet42 Ltd, and a director of Ally WasteServices LLC. Mr. Rolfe received his M.B.A. from Harvard Business School and his B.A. from Oxford University. He was selected to serve on our Board of Directors because of his extensive experience in leadership positions in the retail industry. Michael Rahamim has served as Chairman of the Board of Directors of J.Jill since our conversion to a corporation in February 2017 and served as Chairman of the Board of Directors of our former parent company since May 2015. From January 2011 through January 2014, Mr. Rahamim served as the Executive Chairman of Phase Eight (Fashion & Designs) Limited (“Phase Eight”), a portfolio company of TowerBrook, our principal stockholder, and remained Chairman of the Board until January 2015, when Phase Eight was sold. Mr. Rahamim has over 20 years of experience in the fashion retail industry. In 1992, Mr. Rahamim developed the UK franchise of Kookai S.A., a French high fashion business, and introduced the Sandro and Maje French high fashion brands to the UK. Mr. Rahamim has previously worked in soft commodities and financial futures and was one of the founding seat holders on the London International Financial Futures Exchange. He qualified as a Chartered Accountant in 1977. Mr. Rahamim currently serves as a director of Kaporal Jeans and has served as a director of Whistles Limited from March 2009 until April 2016. He is also a member of the Senior Advisory Board of TowerBrook. Mr. Rahamim was selected to serve on our Board of Directors because of his extensive understanding of the international fashion retail industry through his experience in leadership positions and his investments with other retailers.
Information about our Board of Directors
Information about our Board of Directors In accordance with our certificate of incorporation, as amended, and our by-laws, a majority of our Board of Directors may fix the number of directors, which is currently set at eight. Each director is to hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal. At any meeting of our Board of Directors, the presence in person (or virtually) of a majority of the total number of directors then in office will constitute a quorum for all purposes. Pursuant to the Stockholders Agreement, TI IV currently has the ability to designate as nominees four directors.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Non-employee directors on our Board of Directors (other than Michael Recht) are compensated for a full year of service pursuant to the amounts set forth in the table below. Directors who serve less than a full year are entitled to a pro-rated portion of the applicable compensation.
DIRECTOR COMPENSATION
| Board Position | Annual Cash Retainer ($) | Annual Equity Award Value ($) | | Chairman of the Board of Directors | 90,000 | 100,000 | | Board Member (other than the Chairman of the Board of Directors) | 60,000 | 100,000 | | Audit Committee Chair | 20,000 | n/a | | Compensation Committee Chair | 12,000 | n/a | | Other Committee Chair | 10,000 | n/a | | Audit Committee Member | 7,500 | n/a | | Other Committee Member | 5,000 | n/a |
DIRECTOR COMPENSATION
Members of our Board of Directors also receive reimbursement of expenses for travel to meetings of our Board of Directors and its committees.
Director Compensation Table
Director Compensation Table The following table sets forth the total compensation paid to each of our non-employee directors (other than Michael Recht) for Fiscal Year 2024.
Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation(5) ($) | Total ($) | | Michael Rahamim | 102,500 | 122,421 | 792 | 225,713 | | Courtnee Chun(4) | 30,275 | 38,172 | 166 | 68,613 | | Michael Eck | 80,000 | 122,421 | 792 | 203,213 | | Shelley Milano | 83,717 | 122,421 | 792 | 206,930 | | James Scully(4) | 24,698 | 122,421 | 0 | 147,119 | | Jyothi Rao | 69,478 | 122,421 | 792 | 192,691 | | Andrew Rolfe | 75,000 | 122,421 | 792 | 198,213 |
Director Compensation Table
| (1) Mr. Recht was an employee or partner of TowerBrook as of February 1, 2025 and did not receive any compensation in respect of his services to our Board of Directors. |
Director Compensation Table
| (2) Amounts set forth in the “Fees Earned or Paid in Cash” column represent the aggregate dollar amount of all fees earned or paid in cash for services as a director, including annual retainer fees, committee service fees, chairmanship fees, and fees related for service on special committees or on special projects. The Board may, from time to time, provide for additional compensation to directors for their efforts towards special events or circumstances that are not part of their normal key activities or responsibilities. Such compensation may come in the form of cash, equity or a combination of both. |
Director Compensation Table
| (3) Amounts set forth in the “Stock Awards” column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Actual dollar values granted may differ from the stated target dollar value given that equity awards are quoted as a dollar value and to determine the number of shares to be delivered the quoted amount is divided by the average closing price of J.Jill common stock for the 30 trading days prior to and including the date of the grant. In Fiscal Year 2024, each of our directors (other than Mr. Recht and Ms. Chun) received a grant of 3,761 Restricted Stock Units (“RSUs”) on April 1, 2024. Ms. Chun received a grant of 1,184 RSUs on September 3, 2024 reflecting the prorated number of RSUs based on her partial year service. |
Director Compensation Table
| (4) Ms. Chun’s fees reflect the prorated actual fees earned following her appointment to the Board of Directors on September 3, 2024. Mr. Scully’s fees reflect the prorated actual fees earned before his retirement from the Board of Directors on June 5, 2024. |
Director Compensation Table
| (5) Represents the dollar value of dividend equivalents credited for unvested stock awards, which was not factored into the grant date fair value for the stock awards. Once credited, each dividend equivalent is treated as an additional RSU granted pursuant to the underlying award and is subject to all the same terms and conditions. |
Outstanding Equity Awards Table
Outstanding Equity Awards Table The following table provides information about the outstanding equity awards held by of our non-employee directors (other than Michael Recht) for Fiscal Year 2024.
Outstanding Equity Awards Table
| Name(1) | Number of Restricted Stock Units or Restricted Shares that Have Not Vested(2) (#) | | Michael Rahamim | 3,788 | | Courtnee Chun | 1,191 | | Michael Eck | 3,788 | | Shelley Milano | 3,788 | | James Scully | 0 | | Jyothi Rao | 3,788 | | Andrew Rolfe | 3,788 |
Outstanding Equity Awards Table
| (1) Mr. Recht was an employee or partner of TowerBrook as of February 1, 2025 and does not directly hold any equity awards, whether in the form of restricted shares or RSUs. |
Outstanding Equity Awards Table
| (2) The award number of RSUs outstanding reflects the 3,761 RSUs granted to each of the directors (other than Mr. Recht and Ms. Chun) on April 1, 2024, plus 27 additional RSUs credited as dividend equivalents, which are eligible to vest on the one year anniversary of the grant date. Ms. Chun received a grant of 1,184 RSUs on September 3, 2024 reflecting the prorated number of RSUs based on her partial year service, plus 7 additional RSUs credited as dividend equivalents, which are eligible to vest on the one year anniversary of the grant date. Mr. Scully forfeited all unvested RSUs upon his retirement from the Board of Directors on June 5, 2024. |
Executive Compensation Philosophy and Objectives
| • | Align the interests of J.Jill’s leaders with our investors by varying compensation based annual and long-term business results. |
Executive Compensation Philosophy and Objectives
| • | Attract and retain highly qualified senior leaders who can drive a retail enterprise to succeed in today’s competitive marketplace. |
Executive Compensation Philosophy and Objectives
| • | Balance rewards for both short-term results and the long-term strategic decisions needed to ensure sustained business performance over time. |
Executive Compensation Philosophy and Objectives
| | What We Do | | What We Don’t Do | | ☑ | Set competitive target compensation | • | Guaranteed payouts except certain new hire agreements | | ☑ | Utilize a mix of cash and equity compensation | • | Repricing of options or grants | | ☑ | Performance levers in all elements of pay | • | Cash buyout for underwater stock options | | ☑ | Directly tie a portion of long-term incentive awards to shareholder value creation | • | Backdating or repricing stock options | | ☑ | Mitigate risk via restrictive covenants and clawbacks | • | Employment agreements except certain executives | | ☑ | Double-trigger vesting of equity-based awards upon change in control | • | Payout of dividends on unvested equity prior to vesting | | ☑ | Independent consultant advises the Compensation Committee | | | | ☑ | Benchmark compensation to peer group | | | | ☑ | Stock ownership requirements for executive officers | | | | ☑ | Limited executive perquisites | | |
Elements of Executive Compensation
| • | Annual cash incentive opportunities under our Management Incentive Plan (“MIP”); |
Elements of Executive Compensation
| • | Long-term equity incentive awards under our Amended and Restated 2017 Omnibus Equity Incentive Plan (“2017 Plan”); and |
Management Incentive Plan
Management Incentive Plan Annual incentive bonuses under our MIP are intended to motivate executives by providing opportunities to earn annual cash awards which are at risk and based on achievement of annual financial objectives established by the Compensation Committee and approved by our Board of Directors. For Fiscal Year 2024, Company-wide objectives represented 100% of the total target for each of our named executive officers. The annual incentive bonus targets for our named executive officers are approved by the Compensation Committee, based on recommendations from our independent compensation consultant. In a given year’s plan, each officer’s actual bonus can range from zero, in the event there is a failure to achieve any of the goals or objectives, up to 200% of the target bonus, in the event all of the objectives reach maximum performance. Compensation Targets The compensation targets under the MIP for Fiscal Year 2024 were measured based on the Company’s adjusted earnings before interest, taxes, depreciation and amortization (“MIP Adjusted EBITDA”). J.Jill defines MIP Adjusted EBITDA as: net income (loss) plus net interest expense, provision (benefit) for income taxes, depreciation and amortization, equity-based compensation expense, goodwill and indefinite-lived intangible assets impairment, write-off of property and equipment, fair value adjustments, and other non-recurring expenses, primarily consisting of outside legal and professional fees associated with certain non-recurring transactions and events. This definition differs from the Adjusted EBITDA as reported on our Form 10-K for Fiscal Year 2024 as the plan threshold, target and maximum performance and payout opportunities were established at the beginning of the fiscal year and include items that have since been excluded from the Adjusted EBITDA definition. To the extent that actual MIP Adjusted EBITDA exceeds the target performance goal, the payout for Fiscal Year 2024 is capped at a payout multiplier of 2.0x. The Compensation Committee believes that the reported MIP Adjusted EBITDA results are an accurate reflection of performance outcomes versus the established goals. The annual target bonus (as a percentage of base salary) for each of Ms. Spofford, Mr. Webb, Ms. Liebsch, Ms. Martinez and Mr. Staples under the MIP for Fiscal Year 2024 was 100%, 75%, 50%, 50% and 50%, respectively. The following table outlines the MIP Adjusted EBITDA performance objectives and the payout multiplier for Fiscal Year 2024:
Management Incentive Plan
| | Below Threshold | Threshold | Above Threshold but Below Target | Target | Above Target | Well Above Target | Maximum | | MIP Adjusted EBITDA | < $95.4M | < $95.4M | > $95.4M, but < $112.2M | $112.2M | > $112.2M but < $120.7M | < $120.7M | > $129.1M | | Payout Multiplier / Bonus Pool Increment | No payout | .5x | $0.13 added to the bonus pool for every $1.00 of MIP Adjusted EBITDA generated | 1.0x | $0.24 added to the bonus pool for every $1.00 of MIP Adjusted EBITDA generated | $0.24 added to the bonus pool for every $1.00 of MIP Adjusted EBITDA generated | 2.0x |
Management Incentive Plan
In Fiscal Year 2024, the Company achieved a MIP Adjusted EBITDA of $106.2 million. As a result, Fiscal Year 2024 was below target but above threshold, resulting in a payout of 80.4% of target and annual bonuses as a percentage of eligible earnings of: 80% for Ms. Spofford; 60% for Mr. Webb; 40% for Ms. Liebsch; 40% for Ms. Martinez; and 40% for Mr. Staples.
Long-Term Incentive Plan
Long-Term Incentive Plan Long-term incentive awards granted to our executive officers under our 2017 Plan include both time-based equity awards, including RSUs, and performance-based equity awards, including performance stock units (“PSUs”). The mix of long-term incentive awards is: (i) 50% RSUs; (ii) 25% PSUs based on our Adjusted EBITDA as reported in our Form 10-K for Fiscal Year 2024 (“Adjusted EBITDA PSUs”); and (iii) 25% PSUs based on our absolute total shareholder return (“TSR PSUs”). The Compensation Committee selected this mix to align incentive opportunities with an appropriate balance of internal and external measures that have performance-related risk and are aligned to stockholder value creation. We note that Adjusted EBITDA is also a metric for the MIP. The Compensation Committee believes that this metric has significant focus within the organization and investor community and focuses recipients on performance that is correlated to shareholder value creation. RSUs RSUs make up 50% of the long-term equity incentive awards granted to our named executive officers. Vesting is time-based with 1/3 of each grant vesting annually over a three-year vesting period. The Compensation Committee believes that RSUs drive talent retention through a standard three-year service period and stockholder alignment because their value is tied to our share price. Adjusted EBITDA PSUs Adjusted EBITDA PSUs make up 25% of the long-term equity incentive awards granted to our named executive officers. At the time each award is granted, the Compensation Committee pre-establishes Adjusted EBITDA goals for each of the three years within the performance period. Achievement of each goal is measured separately for each year and awards are earned annually, with earned shares vesting and becoming payable subject to continued service at the end of the three-year vesting period. The Compensation Committee believes that long-tern Adjusted EBITDA goals incentivize our named executive officers to focus on the importance of long-term operating performance within their control and accountability and are aligned with the Company’s goals of continuing to improve Adjusted EBITDA and profitability. TSR PSUs TSR PSUs make up 25% of the long-term equity incentive awards granted to our named executive officers. Performance under the TSR PSUs is measured on an overall three-year basis against a three-year compound annual growth rate from the time of grant. TSR PSUs vest at the end of the three-year performance period. The Compensation Committee believes that TSR provides an external metric that aligns our named executive officers’ pay to shareholder returns on an absolute basis.
2024 Adjusted EBITDA PSU Performance & Payout
2024 Adjusted EBITDA PSU Performance & Payout In 2023 and 2024, the Compensation Committee granted performance-based, long-term PSUs that vest based on financial performance over the 2023 – 2025 and 2024 – 2026 performance periods, respectively. Performance target payouts set for the 2024 performance period required achievement against a threshold, target or maximum goal on a sliding scale. The chart below reflects the performance for Fiscal Year 2024 against goals approved at the beginning of the performance periods for the 2023 and 2024 grants. The Adjusted EBITDA PSUs become eligible to vest upon the Company’s achievement of the Adjusted EBITDA goals in respect of each performance year during the performance period as set forth below. At the end of each performance year, the Compensation Committee determines the number of Adjusted EBITDA PSUs that are eligible to vest in respect of such completed performance year by (i) measuring the Adjusted EBITDA achieved as of the last day of such performance year, (ii) determining the applicable performance multiplier that corresponds to such achievement and (iii) multiplying the performance multiplier by the number of Adjusted EBITDA PSUs eligible to vest for the performance year. The Adjusted EBITDA PSUs that are deemed eligible to vest by the Compensation Committee at the end of each performance year are referred to as “Eligible Adjusted EBITDA PSUs.” Any Adjusted EBITDA PSUs that are not deemed to be Eligible Adjusted EBITDA PSUs shall be immediately canceled and forfeited for no consideration. All Eligible Adjusted EBITDA PSUs vest on January 30, 2027 (for 2023 grants) or January 29, 2028 (for 2024 grants).
2024 Adjusted EBITDA PSU Performance & Payout
| Grant Year | Metric | Weight | Measure | | Performance Targets ($M) | Payout | | 2023 | Adjusted EBITDA ($M) | 25% | Threshold | 80% | 91.4 | 50% | | | | | Target | 100% | 114.2 | 100% | | | | | Max | 120% | 137.0 | 200% | | | | | Actual Performance | | 107.1 | 84.5% | | 2024 | Adjusted EBITDA ($M) | 25% | Threshold | 80% | 89.8 | 50% | | | | | Target | 100% | 112.2 | 100% | | | | | Max | 120% | 134.6 | 200% | | | | | Actual Performance | | 107.1 | 88.8% |
2024 Adjusted EBITDA PSU Performance & Payout
See below under “Compensation Tables – Outstanding Equity” for more information about the long-term equity incentive awards granted to our named executive officers in Fiscal Year 2024.
2024 Retention Awards
2024 Retention Awards In Fiscal Year 2024, in connection with the Company’s CEO succession planning, the Compensation Committee determined it was in the best interests of the Company and its stockholders to incentivize certain key executives to continue their employment with the Company and, on December 13, 2024 for Mr. Webb and December 15, 2024 for Mr. Staples, granted each a one-time retention award in the amount of $1,488,777 of RSUs (the “Retention RSUs”) for Mr. Webb and $1,072,200 cash for Mr. Staples (the “Retention Cash”). Mr. Webb’s Retention RSUs vest as follows: (i) 50% will vest on the first anniversary of the grant date; and (ii) the remaining 50% will vest in equal amounts (i.e. 12.5% of the total Retention RSU grant) on the last day of each quarter that Mr. Webb remains continuously employed by the Company through such quarter, with the first such quarter beginning January 1, 2026 and ending on March 31, 2026. Mr. Staples’s Retention Cash vests as follows: (i) 50% will vest on the first anniversary of the grant date; and (ii) the remaining 50% will vest in equal amounts (i.e. 12.5% of the total Retention Cash) on the last day of each quarter that Mr. Staples remains continuously employed by the Company through such quarter, with the first such quarter beginning January 1, 2026 and ending on March 31, 2026.
Employment Agreements
Employment Agreements We have entered into employment agreements or offer letters with each of our named executive officers. In addition to customary terms and provisions, the employment agreements and offer letters set forth the annual base salary, target bonus percentage, equity grants, terms of severance and eligibility for employee benefits. Employment Agreement with Claire Spofford, Our Chief Executive Officer and President We are party to an employment agreement, which became effective on February 15, 2021 and was amended on February 15, 2024 (as amended, the “Spofford Employment Agreement”), with Ms. Spofford to serve as our Chief Executive Officer and President. The Spofford Employment Agreement provides that Ms. Spofford will report to the Board of Directors. The Spofford Employment Agreement provides for the following compensation: (i) an annual base salary of $900,000 (currently $1,000,000); (ii) eligibility to receive an annual bonus with a target of 100% of Ms. Spofford’s base salary; (iii) a one-time sign-on bonus of $1,600,000, which was payable following her start date; (iv) a housing stipend in the amount of $90,000 per year for the first three years of Ms. Spofford’s employment, which increased to $150,000 for the fourth year of Ms. Spofford’s employment and $170,000 for the fifth year of Ms. Spofford’s employment; (v) reimbursement for expenses reasonably incurred in connection with an annual physical with a provider of Ms. Spofford’s choice, and up to $25,000 of professional fees incurred in connection with income tax planning and return preparation per year; and (vi) reimbursement of up to $30,000 in legal and consulting fees related to the negotiation of her employment agreement and related arrangements. In addition, the Company also agreed to grant a sign-on equity award to Ms. Spofford on her start date consisting of 1,500,000 RSUs (subject to applicable adjustment for any stock split). The sign-on equity award vested in equal installments on each of the first four anniversaries of the date of grant. The sign-on bonus was subject to repayment of the after-tax portion in the event Ms. Spofford’s employment was terminated by the Company for “cause” or Ms. Spofford resigns without “good reason” (as such terms are defined in the employment agreement) during the first year of employment. The sign-on equity award may have been cancelled if Ms. Spofford engaged in activity that would give the Company grounds to terminate her employment for cause and, to the extent required by applicable law, the rules of any securities exchange on which the Company’s stock is listed or a written policy adopted by the Company, is subject to clawback, forfeiture or similar requirements. The Spofford Employment Agreement includes customary terms and conditions, including confidentiality and assignment of intellectual property provisions, a 12-month post-employment prohibition on competition, a 12-month post-employment prohibition on solicitation of customers, and a 12-month post-employment prohibition on solicitation of employees, agents, or contract workers with whom Ms. Spofford had material business contact during the course of her employment. Ms. Spofford is also entitled to severance upon certain terminations of employment, as described below under “Potential Payments Upon Termination of Employment or Change in Control.” Ms. Spofford will not receive any such payments in connection with her retirement, which is a “Resignation without Good Reason” as set forth in the table under “Estimated Payments Upon Termination of Employment or Change in Control.” Offer Letter Agreement with Mark Webb, Our Chief Financial & Operating Officer We are party to an offer letter, which became effective on April 12, 2019 and was amended on July 12, 2021 (as amended, the “Webb Offer Letter”), with Mr. Webb, to serve as Executive Vice President, Chief Financial & Operating Officer. Pursuant to the terms of the Webb Offer Letter, Mr. Webb is entitled to the following compensation: (i) an annual base salary of $675,000 (currently $737,900); (ii) a one-time sign-on bonus of $100,000; and (iii) eligibility to receive an annual bonus with a target of 70% of Mr. Webb’s base salary (currently 75%) and up to 200% of his target bonus for exceptional performance. In addition, the Company also agreed to grant a sign-on equity award in the form of RSUs to Mr. Webb on his start date with a grant date fair market value of $700,000, which vested in equal installments on each of the first four anniversaries of the date of grant. Mr. Webb also received a guaranteed MIP payment of $319,846, which represented his prorated bonus for fiscal 2019 at the target of 70%. Mr. Webb’s offer letter includes customary terms and conditions, including confidentiality and assignment of intellectual property provisions, a 12-month post-employment prohibition on competition, a 12-month post-employment prohibition on solicitation of customers, and a 12-month post-employment prohibition on solicitation of employees, agents, or contract workers with whom Mr. Webb had material business contact during the course of his employment. Mr. Webb is also entitled to severance upon certain terminations of employment, as described below under “Compensation Tables – Potential Payments Upon Termination of Employment or Change in Control.” Offer Letter Agreement with Shelley Liebsch, Our Senior Vice President, Chief Merchandising Officer We were party to an offer letter, which became effective on July 23, 2018, with Ms. Liebsch, to serve as Senior Vice President, Chief Merchandising Officer. Pursuant to the terms of the offer letter, Ms. Liebsch was entitled to the following compensation: (i) an annual base salary of $475,000 (currently $519,800); (ii) a one-time sign-on bonus of $125,000; and (iii) eligibility to receive an annual bonus with a target of 45% of Ms. Liebsch’s base salary (currently 50%) and up to 200% of her target bonus for exceptional performance. In addition, the Company also agreed to grant a sign-on equity award in the form of RSUs with a grant date fair market value of $475,000 to Ms. Liebsch on her start date, which vested in equal installments on each of the first four anniversaries of the date of grant. Ms. Liebsch’s offer letter includes customary terms and conditions, including confidentiality and assignment of intellectual property provisions, a 12-month post-employment prohibition on competition, a 12-month post-employment prohibition on solicitation of customers, and a 12-month post-employment prohibition on solicitation of employees, agents, or contract workers with whom Ms. Liebsch had material business contact during the course of her employment. Ms. Liebsch is also entitled to severance upon certain terminations of employment, as described below under “Compensation Tables – Potential Payments Upon Termination of Employment or Change in Control.” Offer Letter Agreement with Maria Martinez, Our Senior Vice President, Chief Human Resources Officer We were party to an offer letter, which became effective on September 29, 2023, with Ms. Martinez, to serve as Senior Vice President, Chief Human Resources Officer. Pursuant to the terms of the offer letter, Ms. Martinez was entitled to the following compensation: (i) an annual base salary of $450,000 (currently $463,500); (ii) a one-time sign-on bonus of $100,000; and (iii) eligibility to receive an annual bonus with a target of 50% of Ms. Martinez’s base salary (currently 50%) and up to 200% of her target bonus for exceptional performance. In addition, the Company also agreed to grant a sign-on equity award in the form of RSUs with a grant date fair market value of $255,000 to Ms. Martinez on her start date, which vest in equal installments on each of the first three anniversaries of the date of grant.
Employment Agreements
Ms. Martinez’s offer letter includes customary terms and conditions, including confidentiality and assignment of intellectual property provisions, a 12-month post-employment prohibition on competition, a 12-month post-employment prohibition on solicitation of customers, and a 12-month post-employment prohibition on solicitation of employees, agents, or contract workers with whom Ms. Martinez had material business contact during the course of her employment. Ms. Martinez is also entitled to severance upon certain terminations of employment, as described below under “Compensation Tables – Potential Payments Upon Termination of Employment or Change in Control.” Offer Letter Agreement with Elliot Staples, Our Senior Vice President, Creative Director We were party to an offer letter, which became effective on December 14, 2018, with Mr. Staples, to serve as Senior Vice President, Creative Director. Pursuant to the terms of the offer letter, Mr. Staples was entitled to the following compensation: (i) an annual base salary of $475,000 (currently $536,100); (ii) a one-time sign-on bonus of $75,000; and (iii) eligibility to receive an annual bonus with a target of 45% of Mr. Staples’s base salary (currently 50%) and up to 200% of his target bonus for exceptional performance. In addition, the Company also agreed to grant a sign-on equity award in the form of RSUs with a grant date fair market value of $475,000 to Mr. Staples on his start date, which vested in equal installments on each of the first four anniversaries of the date of grant. Mr. Staples’s offer letter included customary terms and conditions, including confidentiality and assignment of intellectual property provisions, a 12-month post-employment prohibition on competition, a 12-month post-employment prohibition on solicitation of customers, and a 12-month post-employment prohibition on solicitation of employees, agents, or contract workers with whom Mr. Staples had material business contact during the course of his employment. Mr. Staples is also entitled to severance upon certain terminations of employment, as described below under “Compensation Tables – Potential Payments Upon Termination of Employment or Change in Control.”
Executive Compensation Decision-making Process
Executive Compensation Decision-making Process Role of Compensation Committee The Compensation Committee is appointed by the Board of Directors to fulfill the Board’s responsibilities relating to the compensation of our Chief Executive Officer and President and our other senior executives reporting to the CEO, and equity awards for other Section 16 officers. The Compensation Committee has overall responsibility for approving and evaluating all compensation plans and our policies and programs as they affect our senior executives. The Compensation Committee is responsible for exercising oversight with respect to potential compensation-related risks, including management’s assessment of risks related to employee compensation programs. For additional information regarding the role of our Compensation Committee, see “Corporate Governance—Committees of the Board—Compensation Committee.” In fulfilling its responsibilities, the Compensation Committee may retain compensation consultants to assist in structuring and evaluating executive compensation. The Compensation Committee has the sole authority to retain and terminate all compensation consultants and has the sole authority to approve the consultant’s fees and the terms and conditions of the consultant’s retention. The Compensation Committee also has authority to obtain advice and assistance from internal and external legal, accounting, and other advisors. Role of Compensation Consultant The Compensation Committee has engaged the services of Frederic W. Cook & Co., Inc. (“FW Cook”) as its outside independent compensation consultant. FW Cook provides general executive compensation consulting services to the Compensation Committee and advises it on a range of executive and director compensation matters including plan design, competitive market assessments, trends, best practices and technical and regulatory developments. FW Cook provides services to the Compensation Committee related only to executive and director compensation, and provides no other services to the Compensation Committee or the Company. In 2024, FW Cook provided advice regarding the composition of the peer group used in evaluating the Company’s executive compensation practices, which the Company and the Compensation Committee continue to use to inform decisions made regarding changes to executive compensation. This peer group includes the following companies:
Executive Compensation Decision-making Process
These companies were selected for comparison because they were considered to reflect similar company attributes and core competencies for executive talent and reflect the labor market for the Company’s executive talent, in terms of both industry and organizational complexity, notwithstanding that none of these companies may be directly comparable to the Company. At the time the Compensation Committee approved the peer group, the Company’s annual revenues, annual EBITDA and market capitalization were at the 37th, 88th and 53rd percentiles, respectively. Although the Compensation Committee generally believes that the target total compensation should be at the median of the peer group, the Company does not specifically “benchmark” compensation for specific executives or strive to pay our executive officers, including the named executive officers, at a particular level of compensation. Instead, the Compensation Committee uses the information to understand the range of compensation among these comparison companies and to obtain a general understanding of compensation practices.
Other Executive Compensation Matters
Other Executive Compensation Matters Stock Ownership Policy We have minimum stock ownership requirements for non-executive directors and certain executive positions to more closely link executive and stockholder interests, to balance potential rewards and risks, and to encourage a long-term perspective in managing the Company. All forms of beneficial stock ownership (excluding stock options and unearned PSUs) count toward the guideline. Each non-executive director and each covered executive has five years from the later of (i) the adoption date of the stock ownership policy, February 1, 2025, or (ii) the date of his or her appointment to reach the requirement, which are measured as an aggregate value as a multiple of base salary as follows: (A) 4x base annual cash retainer for our non-executive directors; (B) 4x base salary for our Chief Executive Officer; (C) 2x base salary for our Chief Financial Officer; and (D) 1x base salary for our officers at the SVP level and above. All covered named executive officers had either met their respective ownership requirement or had remaining time and were on track to do so as of the date of this Proxy Statement. Once the required number of shares is initially attained on an annual measurement date, future compensation increases and changes in stock price will no longer have an impact and as long as the non-executive director or executive, as applicable, continues to own this number of shares, such individual will be deemed to be in compliance with the policy. Hedging and Pledging under Securities Trading Policy We have adopted a securities trading policy that applies to directors, officers and other employees as well as family members, as defined in the securities trading policy that was filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (the “ Securities Trading Policy ”). The Company believes that the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations with respect to purchasing, selling and/or otherwise trading in the Company’s stock. Pursuant to the Securities Trading Policy, covered individuals are prohibited from engaging in certain activities that involve short-term or speculative transactions, including purchasing the Company’s stock on margin, short-sales, and buying or selling puts, calls, options or other derivatives. The Securities Trading Policy also requires prior approval for any long-term hedging transactions that are designed to protect an individual’s investment in J.Jill common stock. A copy of the Securities Trading Policy was included as Exhibit 19.1 to our Annual Report on Form 10-K, filed with the SEC on April 1, 2025. Incentive-Based Compensation Recovery Policy In 2023, the Compensation Committee approved the J.Jill, Inc. Incentive-Base Compensation Recovery Policy (the “ Clawback Policy ”) in compliance with NYSE listing standards. The Clawback Policy requires the Compensation Committee, subject to certain narrow exceptions permitted by the NYSE listing standards, to recover from current and former executive officers erroneously awarded compensation in the event of a restatement of our financial statements due to material noncompliance with federal securities laws. Incentive-based compensation that was “received” during the three fiscal years preceding the restatement, beginning with performance periods ending after October 3, 2023, is subject to recoupment. The Clawback Policy is designed to satisfy relevant NYSE requirements and was included as an exhibit to our Annual Report on Form 10-K, filed with the SEC on April 1, 2025. Timing of Certain Equity Awards In Fiscal Year 2024, we did not grant any stock options, stock appreciation rights or similar awards to our employees and we do not currently plan to grant stock options, stock appreciation rights or other similar appreciation-based awards as incentive compensation to any employee. Accordingly, we do not have a policy in relation to the timing or the determination of the terms of a grant of options or other awards in relation to the disclosure of material non-public information. During Fiscal Year 2024, we did not time the disclosure of material non-public information or the granting of any equity awards for the purpose of affecting the value of executive compensation.
Summary Compensation Table
Summary Compensation Table The following summary compensation table sets forth information regarding the compensation paid to, awarded to, or earned by our named executive officers for services rendered in all capacities during the fiscal years presented.
Summary Compensation Table
| Name and Principal Position | Fiscal Year(2) | Salary(3) ($) | Bonus ($) | Stock Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Claire Spofford, Chief Executive Officer and President(1) | 2024 | 992,177 | — | 2,305,485 | 797,710 | 199,334 | 4,294,706 | | | 2023 | 968,350 | — | 974,689 | 1,091,758 | 117,585 | 3,152,382 | | | 2022 | 922,846 | — | 899,414 | 1,929,030 | 97,165 | 3,848,455 | | Mark Webb, Executive Vice President, Chief Financial & Operating Officer | 2024 | 734,179 | — | 3,642,847 | 442,710 | 38,285 | 4,858,021 | | | 2023 | 726,560 | — | 511,911 | 566,821 | 12,773 | 1,818,065 | | | 2022 | 692,347 | — | 472,181 | 1,006,471 | 11,507 | 2,182,506 | | Shelley Liebsch, Senior Vice President, Chief Merchandising Officer(1) | 2024 | 517,187 | — | 362,264 | 207,909 | 20,027 | 1,107,387 | | Maria Martinez, Senior Vice President, Chief Human Resources Officer(1) | 2024 | 461,164 | 100,000 | 321,129 | 185,388 | 130,790 | 1,198,471 | | | 2023 | 103,846 | — | 211,334 | 190,931 | 6,290 | 512,401 | | Elliot Staples, Senior Vice President, Creative Director(1) | 2024 | 533,400 | — | 373,625 | 214,427 | 20,764 | 1,142,216 |
Summary Compensation Table
| (1) Ms. Spofford has announced she will retire from the Company on April 30, 2025. Ms. Liebsch and Mr. Staples were not named executive officers of the Company prior to Fiscal Year 2024. Ms. Martinez was not a named executive officer of the Company prior to Fiscal Year 2023. |
Summary Compensation Table
| (2) Fiscal Year 2023 was comprised of 53 weeks and Fiscal Year 2024 and Fiscal Year 2022 were comprised of 52 weeks. As a result of the extra week in Fiscal Year 2023, some of the values for Fiscal Year 2023, for example Salary, will be higher than Fiscal Year 2022. |
Summary Compensation Table
| (3) Amounts set forth in the Salary column reflect the amount actually paid to each named executive officer for Fiscal Years 2022, 2023 and 2024 and includes the effect of any mid-year adjustments to their base salaries, if applicable. Base salary changes in Fiscal Year 2023 are further described in “Compensation Discussion and Analysis—Elements of Compensation—Base Salary.” |
Summary Compensation Table
| (4) Represents the aggregate grant date fair value of RSUs and PSUs granted during the year in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718, Stock Compensation (disregarding any forfeiture assumptions). Actual dollar values granted may differ from the stated target dollar value given equity awards are quoted as a dollar value and to determine the number of shares to be delivered the quoted amount is divided by the average closing price of J.Jill common stock for the 30 trading days prior to and including the date of the grant. These amounts do not correspond to the actual value that may be realized by our named executive officers for these awards. See Note 15 to our consolidated financial statements included in our Annual Report on Form 10-K for the assumptions made in determining these values. |
Summary Compensation Table
| (5) Amounts shown in the Non-Equity Incentive Plan column include payments under our MIP for fiscal years 2024, 2023 and 2022. |
Summary Compensation Table
| (6) Amounts shown in the All Other Compensation column reflect the following: |
Summary Compensation Table
| Name | Housing Stipend ($) | Relocation Gross Up ($) | Relocation ($) | 401(k) Match ($) | Dividend Equivalents on Unvested Stock Awards ($)(1) | Other(2) ($) | Total ($) | | Claire Spofford | 150,000 | 0 | 0 | 0 | 42,220 | 7,115 | 199,335 | | Mark Webb | 0 | 0 | 0 | 11,226 | 24,106 | 2,953 | 38,285 | | Shelley Liebsch | 0 | 0 | 0 | 10,385 | 5,509 | 4,133 | 20,027 | | Maria Martinez | 54,079 | 24,535 | 33,398 | 9,627 | 3,518 | 5,633 | 130,790 | | Elliot Staples | 0 | 0 | 0 | 10,404 | 5,727 | 4,633 | 20,764 |
Summary Compensation Table
| (1) Represents the dollar value of dividend equivalents credited for unvested stock awards, which was not factored into the grant date fair value for the stock awards. Once credited, each dividend equivalent is treated as an additional RSU or PSU granted pursuant to the underlying award and is subject to all the same terms and conditions. |
Summary Compensation Table
| (2) Amounts in the “Other” column include life insurance, long term disability and short-term disability premiums and other immaterial amounts. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows all plan-based awards granted to our named executive officers during Fiscal Year 2024, which ended on February 1, 2025.
Grants of Plan-Based Awards
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units(4) | Grant Date Fair Value of Stock Awards(5) | | Name | Grant Date(2) | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | Claire Spofford | 4/1/2024 | $496,088 | $992,177 | $1,984,354 | 15,514 | 31,027 | 62,054 | 32,563 | $2,305,485 | | Mark Webb(6) | 4/1/2024 | $275,317 | $550,634 | $1,101,268 | 14,606 | 29,211 | 58,422 | 29,948 | $2,150,157 | | | 12/13/2024 | | | | | | | 56,050 | $1,492,690 | | Shelley Liebsch | 4/1/2024 | $129,297 | $258,593 | $517,187 | 2,444 | 4,888 | 9,776 | 8,453 | $362,264 | | Maria Martinez | 4/1/2024 | $115,291 | $230,582 | $461,163 | 2,180 | 4,358 | 8,716 | 4,480 | $321,129 | | Elliot Staples(6) | 4/1/2024 | $133,350 | $266,700 | $533,400 | 2,520 | 5,040 | 10,080 | 8,504 | $373,625 |
Grants of Plan-Based Awards
| (1) Amounts represent awards payable under our MIP. See “Compensation Discussion and Analysis—Management Incentive Plan” above for a description of our MIP. Actual amounts paid under our MIP for Fiscal Year 2024 are set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |
Grants of Plan-Based Awards
| (2) Grant date applies to equity incentive plan awards. Non-equity incentive plan awards are in effect for the 2024 plan year starting February 4, 2024 and ending February 1, 2025. |
Grants of Plan-Based Awards
| (3) Reflects the number of shares that will vest for the applicable level of performance under the PSU portion of the Fiscal Year 2024 grants made pursuant to the 2017 Plan, the terms of which are summarized under “Compensation Discussion and Analysis—Long-Term Incentive Plan.” Holders of PSUs are granted an additional number of PSUs in connection with the payment of cash dividends by the Company equal to the quotient (rounded to the nearest hundredth) obtained by dividing (x) the product of (i) 100% of the total number of PSUs granted pursuant to a particular award and outstanding as of the record date for such dividend (without regard to any designation for Adjusted EBITDA PSUs or TSR PSUs) multiplied by (ii) the amount of the dividend per share, by (y) the fair market value per share on the payment date for such dividend. Once credited, each additional PSU granted in connection with a dividend is treated as a PSU granted pursuant to the underlying award and is subject to all the same terms and conditions. |
Grants of Plan-Based Awards
| (4) Reflects RSUs granted in Fiscal Year 2024. Holders of RSUs are granted an additional number of RSUs in connection with the payment of cash dividends by the Company equal to the quotient (rounded to the nearest hundredth) obtained by dividing (x) the product of (i) the number of RSUs granted pursuant to a particular award and outstanding as of the record date for such dividend multiplied by (ii) the amount of the dividend per share, by (y) the fair market value per share on the payment date for such dividend. Once credited, each additional RSU granted in connection with a dividend is treated as an RSU granted pursuant to the underlying award and is subject to all the same terms and conditions. |
Grants of Plan-Based Awards
| (5) Amounts represent the grant date fair value of each award granted in Fiscal Year 2024 computed in accordance with ASC Topic 718. Actual dollar values granted may differ than the stated target dollar value given equity awards are quoted as a dollar value and to determine the number of shares to be delivered the quoted amount is divided by the average closing price of J.Jill common stock for the 30 trading days prior to and including the date of the grant. |
Grants of Plan-Based Awards
| (6) During Fiscal Year 2024, Mr. Webb received the Retention RSUs and Mr. Staples received the Retention Cash as described above under “Compensation Discussion and Analysis—2024 Retention Awards.” |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information about the outstanding equity awards held by our named executive officers as of February 1, 2025.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of Shares or Units that have not Vested(2)(4) (#) | Market Value of Restricted Shares or Units of Stock that Have Not Vested(1) ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested(3)(5) (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested(1)(4) ($) | | Claire Spofford | 02/15/2021 | 75,547 | 2,063,931 | — | — | | | 06/15/2021 | 10,917 | 298,252 | — | — | | | 03/31/2022 | 19,906 | 543,832 | — | — | | | 03/29/2023 | 11,793 | 322,193 | — | — | | | 03/29/2023 | — | — | 17,317 | 473,098 | | | 04/01/2024 | 31,253 | 853,835 | — | — | | | 04/01/2024 | — | — | 30,670 | 837,907 | | Mark Webb | 06/15/2021 | 5,095 | 139,192 | — | — | | | 07/12/2021 | 3,777 | 103,196 | — | — | | | 03/31/2022 | 10,451 | 285,510 | — | — | | | 03/29/2023 | 6,193 | 169,187 | — | — | | | 03/29/2023 | — | — | 9,095 | 248,475 | | | 04/01/2024 | 29,424 | 803,860 | — | — | | | 04/01/2024 | — | — | 28,875 | 788,857 | | | 12/13/2024 | 56,050 | 1,531,297 | — | — | | Shelley Liebsch | 06/15/2021 | 2,593 | 70,834 | — | — | | | 03/31/2022 | 5,253 | 143,512 | — | — | | | 03/29/2023 | 3,117 | 85,144 | — | — | | | 03/29/2023 | — | — | 4,578 | 125,062 | | | 04/01/2024 | 4,923 | 134,486 | — | — | | | 04/01/2024 | — | — | 4,833 | 132,038 | | Maria Martinez | 12/27/2023 | 5,378 | 146,921 | — | — | | | 04/01/2024 | 4,390 | 119,928 | — | — | | | 04/01/2024 | — | — | 4,308 | 117,698 | | Elliot Staples | 06/15/2021 | 2,593 | 70,834 | — | — | | | 03/31/2022 | 5,253 | 143,512 | — | — | | | 10/03/2022 | 301 | 8,224 | — | — | | | 03/29/2023 | 3,211 | 87,731 | — | — | | | 03/29/2023 | — | — | 4,717 | 128,865 | | | 04/01/2024 | 5,078 | 138,724 | — | — | | | 04/01/2024 | — | — | 4,983 | 136,125 |
Outstanding Equity Awards at Fiscal Year-End
| (1) The market value of the RSUs and PSUs shown above is based on the $27.32 closing market price of our common stock on the last trading day of Fiscal Year 2024, January 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Shares reflected in this column include the additional RSUs awarded in connection with the Company’s payment of dividends as described in footnote 3 to the “Grants of Plan Based Awards” table above. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Shares reflected in this column include the additional PSUs awarded in connection with the Company’s payment of dividends as described in footnote 2 to the “Grants of Plan Based Awards” table above. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The column reflects Eligible Adjusted EBITDA PSUs following measuring the performance for Fiscal Year 2023 under the 2023 PSU grant and Fiscal Year 2024 under both the 2023 and 2024 PSU grants. All Eligible Adjusted EBITDA PSUs shall vest on January 30, 2027 and January 29, 2028, respectively. See “2024 Adjusted EBITDA PSU Performance and Payout” table in the Compensation Discussion and Analysis section for more detail. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The vesting schedule for the awards granted as of each grant date are as follows: |
2024 Outstanding Equity Awards Vesting Schedule
2024 Outstanding Equity Awards Vesting Schedule
2024 Outstanding Equity Awards Vesting Schedule
| Name | Grant Date | RSU Vesting Schedule(a) | PSU Vesting Schedule(b) | | Claire Spofford | 2/15/2021 | 25% vested 2/15/2025 | | | Claire Spofford, Mark Webb, Shelley Liebsch, Elliot Staples | 6/15/2021 | 25% vests 6/15/2025 | | | Mark Webb | 7/12/2021 | 25% vests 7/12/2025 | | | Claire Spofford, Mark Webb, Shelley Liebsch, Elliot Staples | 3/31/2022 | 33.3% vested 3/31/2025 | | | Elliot Staples | 10/3/2022 | 33.3% vests 10/3/2025 | | | Claire Spofford, Mark Webb, Shelley Liebsch, Elliot Staples | 3/29/2023 | 33.3% vested 3/29/25 33.3% vests 3/29/26 | 100% vests 1/31/2026 | | Maria Martinez | 12/27/2023 | 33.3% vests 12/27/25 and 12/27/26 | | | Claire Spofford, Mark Webb, Shelley Liebsch, Maria Martinez, Elliot Staples | 4/1/2024 | 33.3% vested 4/1/25 33.3% vests 4/1/26 and 4/1/27 | 100% vests 1/30/2027 | | Mark Webb | 12/13/2024 | 50% vests 12/13/2025 12.5% vests 3/31/26, 6/30/2026, 9/30/2026 and 12/31/2026 | |
2024 Outstanding Equity Awards Vesting Schedule
| (a) This column shows the vesting schedule of unvested RSUs reported in the “Number of Shares or Units of Stock That Have Not Vested” column. The RSUs vest on the anniversary of the grant date in the years shown in the table above, unless otherwise specified. |
2024 Outstanding Equity Awards Vesting Schedule
| (b) This column shows the vesting schedule of the unvested PSUs reported in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column. PSUs vest to the extent earned on the dates above. |
Options Exercised and Stock Vested
Options Exercised and Stock Vested None of our named executive officers exercised any stock options during Fiscal Year 2024. The following table provides information for each of our named executive officers regarding vesting of RSU and PSU awards during Fiscal Year 2024.
Options Exercised and Stock Vested
| Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Claire Spofford | 111,474 | $3,083,066 | | Mark Webb | 24,038 | $780,495 | | Shelley Liebsch | 10,516 | $331,813 | | Maria Martinez | 2,680 | $72,025 | | Elliot Staples | 11,450 | $356,053 |
Options Exercised and Stock Vested
| (1) The numbers shown include shares withheld by the Company to satisfy tax obligations associated with vesting and reflects the vesting of RSUs and PSUs. |
Options Exercised and Stock Vested
| (2) Represents the fair market value of the shares of stock based on closing price on the vesting date. |
Potential Payments Upon Termination of Employment or Change in Control
Potential Payments Upon Termination of Employment or Change in Control
Estimated Payments Upon Termination of Employment or Change in Control
Estimated Payments Upon Termination of Employment or Change in Control The description below shows the severance payments and benefits that each named executive officer would, if applicable, have received had his or her employment been terminated by us without “cause” or pursuant to a resignation with “good reason,” whether prior to or following a “change in control.” The amounts are calculated as if the date of termination and, as applicable, the “change in control,” occurred on February 1, 2025.
Pay versus Performance
Pay versus Performance The following table sets out information regarding Fiscal Year 2021, Fiscal Year 2022, Fiscal Year 2023, and Fiscal Year 2024 in satisfaction of Item 402(v) of Regulation S-K, which requires disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance.
Pay versus Performance
| Year | Summary Compensation Table Total for PEO 1 (Claire Spofford) (1) | Compensation Actually Paid to PEO 1 (Claire Spofford) (2) | Summary Compensation Table Total for PEO 2 (James Scully) (1) | Compensation Actually Paid to PEO 2 (James Scully) (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On | | Net Income ($) (7) | | Adjusted EBITDA ($K) (8) | | | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | | 2024 | $4,294,706 | $4,789,801 | $0 | $0 | $2,076,523 | $2,083,232 | $683.00 | $98.38 | | 39,483 | $107,140 | | 2023 | $3,152,382 | $2,797,754 | $0 | $0 | $1,067,991 | $533,154 | $591.32 | $85.03 | | 36,201 | $112,237 | | 2022 | $3,848,455 | $7,378,107 | $0 | $0 | $1,562,408 | $2,250,768 | $642.68 | $81.43 | | 42,175 | $109,437 | | 2021 | $6,936,122 | $9,644,806 | $278,389 | $244,729 | $1,810,232 | $2,082,029 | $370.97 | $91.23 | ($ | 28,143) | $91,786 |
Pay versus Performance
| (1) The dollar amounts reported in this column are the amounts of total compensation reported for our Principal Executive Officer (“PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table, which for 2022, 2023, and 2024 includes our current PEO Claire Spofford (PEO 1), and for 2021, includes our current PEO Claire Spofford (PEO 1) and former PEO James Scully (PEO 2). |
Pay versus Performance
| (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, which for 2022, 2023, and 2024 includes our current PEO Claire Spofford, and for 2021, includes our current PEO Claire Spofford and former PEO James Scully. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such executives during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for each year to determine the compensation actually paid: |
Pay versus Performance
| Fiscal Year | Claire Spofford 2024 | | | SCT Total | | 4,294,706 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | 0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 2,305,485) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 1,806,699 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | 511,883 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | 0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 481,998 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | 0 | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | 0 | | Compensation Actually Paid | | 4,789,801 |
Pay versus Performance
| (3) The dollar amounts reported in this column represent the average of the amounts reported for the Company’s non-PEO named executive officers (“Non-PEO NEOs”) as a group in the “Total” column of the |
Pay versus Performance
| Summary Compensation Table in each applicable year. For purposes of calculating the average amounts in each applicable year, the names of each of the Non-PEO NEOs include are as follows for each – 2024: Mark Webb, Maria Martinez, Elliot Staples, and Shelley Liebsch & 2023, 2022, 2021: Mark Webb and Kyle Polischuk. |
Pay versus Performance
| (4) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group in the applicable year as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described in Note 2 above: |
Pay versus Performance
| Fiscal Year | Non-PEO NEOs | | | | 2024 | | | SCT Total | | 2,076,523 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | 0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 1,174,966) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 1,016,023 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | 69,523 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | | 0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | 96,129 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | 0 | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | 0 | | Compensation Actually Paid | | 2,083,232 |
Pay versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay versus Performance
| (6) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P Retail Select Industry Index. |
Pay versus Performance
| (7) Dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
Pay versus Performance
| (8) Adjusted EBITDA is defined as net income plus non-cash interest expense, depreciation and amortization, interest and other income, income tax provision, loss (gain) on the extinguishment of debts, stock-based compensation expense and restructuring or other unusual charges. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to company performance. |
Pay versus Performance
Relationship Between Pay and Performance The charts below illustrate the relationship between the executive “Compensation Actually Paid” and the Company’s absolute TSR & Peer Group TSR, the executive “Compensation Actually Paid”, the Company’s net income, and the executive “Compensation Actually Paid” and the Company’s Adjusted EBITDA in satisfaction of Item 402(v) of Regulation S-K. Financial Performance Measure J.Jill uses a mix of performance measures to determine both short-term and long-term compensation. As required by SEC rules, the performance measures identified as the most important in determining Fiscal Year 2024 compensation decisions are listed below, each of which is described in greater detail in the Compensation Discussion & Analysis section above.
Pay versus Performance
| Financial Performance Measure | | Adjusted EBITDA | | Absolute TSR |