DEF 14A of J.Jill, Inc.
Filed Apr 10, 2026 · FY20250001193125-26-151285
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 49.2% as of April 6, 2026.
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board of Directors currently consists of eight directors, with no vacancies. The terms of the Class III directors, Andrew Rolfe, Michael Rahamim and Mary Ellen Coyne, expire at the Annual Meeting. Mr. Rolfe is retiring from the Board of Directors effective as of the Annual Meeting and is therefore not standing for re-election. Due to Mr. Rolfe’s retirement, the size of the Board will be reduced from eight directors to seven directors, effective as of the Annual Meeting. Our Board of Directors has nominated Michael Rahamim and Mary Ellen Coyne to serve as Class III directors for a term expiring at the 2029 Annual Meeting of Stockholders (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 III directors, 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 49.2% as of April 6, 2026. 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 | | Mary Ellen Coyne | 59 | Chief Executive Officer, President and Director | May 2025 | | Mark Webb | 54 | Executive Vice President, Chief Financial Officer and Chief Operating Officer | N/A | | Courtney O’Connor | 45 | Senior Vice President, Chief Merchandising Officer | N/A | | Maria Martinez | 58 | Senior Vice President, Chief Human Resources Officer | N/A | | Elliot Staples | 56 | Senior Vice President, Creative Director | N/A | | Current Directors | | | | | Michael Rahamim | 73 | Chairman of the Board of Directors | February 2017 | | Mary Ellen Coyne | 59 | Director | May 2025 | | Courtnee Chun | 51 | Director | September 2024 | | Michael Eck | 63 | Director | February 2017 | | Shelley Milano | 69 | Director | June 2019 | | Jyothi Rao | 57 | Director | July 2021 | | Michael Recht | 46 | Director | February 2017 | | Retiring Director | | | | | Andrew Rolfe | 59 | Director | February 2017 |
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is a brief biography of each of our Nominees, directors and executive officers.
Directors
Directors
Nominees
Nominees The terms of the following Class III directors will expire at the Annual Meeting. Michael Rahamim and Mary Ellen Coyne are the Nominees for election at the Annual Meeting, for terms that will expire at the 2029 Annual Meeting of Stockholders and until each of their successors have been duly elected and qualified. 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 has served as a director of Whistles Limited from March 2009 until April 2016 and Kaporal Jeans from June 2014 until 2025. 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. Mary Ellen Coyne was appointed on February 27, 2025 to serve as the Company’s Chief Executive Officer and President. Ms. Coyne, age 59, previously served as the Chief Executive Officer of J.McLaughlin from July 2016 until April 2025. Ms. Coyne spent fifteen years at Ralph Lauren, having most recently served as the Chief Merchandising Officer of the POLO Women’s and Children’s divisions. Prior to her role at Ralph Lauren, she held merchandising positions at Victoria’s Secret, The Gap and Ann Taylor and began her career in the Macy’s Training Program. Ms. Coyne earned a bachelor’s degree in business administration from Loyola University in Maryland. Her appointment as Chief Executive Officer and President was effective as of May 1, 2025.
Class I Directors
Class I Directors The term of the following Class I directors will expire at the 2027 Annual Meeting of Stockholders. Jyothi Rao has served as a director of J.Jill since July 2021. Ms. Rao was most recently the Chief Executive Officer and President of INTERMIX, an omni-channel boutique retailer, curating a mix of established and emerging designer brands. Prior to joining INTERMIX in 2014, Ms. Rao served as Executive Vice President and General Manager of Gilt.com where she was instrumental in growing the business into a leading digital fashion site. Before Gilt, Ms. Rao served as Senior Vice President and General Manager at Calvin Klein, where she launched the Specialty Retail division. Previously, Ms. Rao spent 16 years at The Gap Inc., where she held several leadership and merchandising positions. Ms. Rao has served on the board of Careismatic Brands since 2024. Since 2020, Ms. Rao has served as a Board Advisor for Bubble Beauty, a leading Gen Z skincare brand, as well as Contentsquare, an e-commerce customer experience data analytics technology company. Ms. Rao is also a Board Member of SALUTE, a non-profit focused on promoting South Asian women leaders. Ms. Rao received her B.B.A. in Marketing from the University of Texas at Austin. Ms. Rao was selected to serve on our Board of Directors because of her experience in the retail industry with expertise in the U.S. women’s customer segment, brand-building, merchandising and digital. Courtnee Chun has served as a director of J.Jill since September of 2024. Ms. Chun was with Liberty Media Corporation for 16 years where she served as Senior Advisor, Chief Portfolio Officer and SVP Investor Relations for Liberty Media Corporation, Qurate Retail, Inc., Liberty TripAdvisor Holdings, Inc., Liberty Broadband Corporation, and GCI Liberty. Prior to that, Ms. Chun served as VP Opportunity Development at Level 3, Chief Financial Officer at New Global Telecom, and prior to these roles, received extensive transaction experience through corporate development work at FirstWorld Communications and investment banking at J.P. Morgan. Ms. Chun currently serves on the board of Central Garden & Pet Company where she is a member of the Audit Committee and Investment Committee. She formerly served on the boards of HSN, Inc., Expedia Group, Inc., and LendingTree, Inc. Ms. Chun co-founded the Women’s eCommerce Network (WeCN) to unite female leaders in eCommerce and provide mentorship and practical guidance for promising female entrepreneurs. Ms. Chun was selected to serve on our board of directors because of her experience in investor relations and strategy.
Class II Directors
Class II Directors The term of the following Class II directors will expire at the 2028 Annual Meeting of Stockholders. 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 2015, 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 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 Masters in Management 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 Amylu Foods, 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 KeHe Distributors Holdings, LLC, 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.
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 2025.
Director Compensation Table
| Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | All Other Compensation(4) ($) | Total ($) | | Michael Rahamim | 102,500 | 79,615 | 1,229 | 183,344 | | Courtnee Chun | 72,500 | 79,615 | 1,420 | 153,535 | | Michael Eck | 80,000 | 79,615 | 1,229 | 160,844 | | Shelley Milano | 99,500 | 79,615 | 1,229 | 180,344 | | Jyothi Rao | 70,000 | 79,615 | 1,229 | 150,844 | | Andrew Rolfe | 75,000 | 79,615 | 1,229 | 155,844 |
Director Compensation Table
| (1) Mr. Recht was an employee or partner of TowerBrook as of January 31, 2026 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 2025, each of our directors (other than Mr. Recht) received a grant of 5,097 Restricted Stock Units (“RSUs”) on April 8, 2025. |
Director Compensation Table
| (4) 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 our non-employee directors (other than Michael Recht) for Fiscal Year 2025.
Outstanding Equity Awards Table
| Name(1) | Number of Restricted Stock Units or Restricted Shares that Have Not Vested(2) (#) | | Michael Rahamim | 5,176.48 | | Courtnee Chun | 5,176.48 | | Michael Eck | 5,176.48 | | Shelley Milano | 5,176.48 | | Jyothi Rao | 5,176.48 | | Andrew Rolfe | 5,176.48 |
Outstanding Equity Awards Table
| (1) Mr. Recht was an employee or partner of TowerBrook as of January 31, 2026 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 5,097 RSUs granted to each of the directors (other than Mr. Recht) on April 8, 2025, plus 79.48 additional RSUs credited as dividend equivalents, which are eligible to vest on the one year anniversary of the grant date. |
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. 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) ($) | Total ($) | | Mary Ellen Coyne, Chief Executive Officer and President | 2025 | 757,692 | 1,750,000 | 2,966,077 | 1,000,000 | 157,451 | 6,631,220 | | Claire Spofford, Former Chief Executive Officer and President(1) | 2025 | 242,308 | — | 6,934 | — | 80,576 | 329,818 | | | 2024 | 992,177 | — | 2,305,485 | 797,710 | 199,334 | 4,294,706 | | Mark Webb, Executive Vice President, Chief Financial & Operating Officer | 2025 | 756,175 | — | 457,601 | — | 74,970 | 1,288,746 | | | 2024 | 734,179 | — | 3,642,847 | 442,710 | 38,285 | 4,858,021 | | Elliot Staples, Senior Vice President, Creative Director | 2025 | 549,414 | 536,100 | 209,057 | — | 27,166 | 1,321,737 | | | 2024 | 533,400 | — | 373,625 | 214,427 | 20,764 | 1,142,216 |
Summary Compensation Table
| (1) Ms. Spofford retired from the Company on April 30, 2025 and Ms. Coyne’s appointment as Chief Executive Officer and President was effective as of May 1, 2025. |
Summary Compensation Table
| (2) Fiscal Years 2024 and 2025 were comprised of 52 weeks. |
Summary Compensation Table
| (3) Amounts set forth in the Salary column reflect the amount actually paid to each named executive officer for Fiscal Years 2024 and 2025 and includes the effect of any mid-year adjustments to their base salaries, if applicable. |
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 17 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 Management Incentive Plan (“MIP”) for fiscal years 2025 and 2024. |
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 ($) | | Mary Ellen Coyne | 69,231 | 10,039 | 12,596 | 13,962 | 46,609 | 5,014 | 157,451 | | Claire Spofford | 40,450 | — | — | — | — | 40,126 | 80,576 | | Mark Webb | — | — | — | 10,113 | 61,904 | 2,953 | 74,970 | | Elliot Staples | — | — | — | 10,556 | 11,977 | 4,633 | 27,166 |
Summary Compensation Table
| (1) Represents the dollar value of dividend equivalents credited for unvested stock awards, which was not factored into the grant date fair value for the stock awards. Once credited, each dividend equivalent is treated as an additional RSU or PSU granted pursuant to the underlying award and is subject to all the same terms and conditions. |
Summary Compensation Table
| (2) Amounts in the “Other” column include life insurance, long term disability and short-term disability premiums and other immaterial amounts. For Ms. Spofford, the “Other” column also includes accrued but unused vacation paid upon her retirement. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table provides information about the outstanding equity awards held by our named executive officers as of January 31, 2026.
Outstanding Equity Awards at Fiscal Year-End
| Name | Grant Date | Number of Shares or Units that have not Vested(2)(4) (#) | Market Value of Restricted Shares or Units of Stock that Have Not Vested(1) ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested(3)(4)(5) (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested(1)(4) ($) | | Mary Ellen Coyne | 05/01/2025 | 166,046 | 2,591,987 | — | — | | | 05/01/2025 | — | — | 30,191 | 471,274 | | Mark Webb | 03/29/2023 | 3,162 | 49,351 | — | — | | | 03/29/2023 | — | — | 9,484 | 148,048 | | | 04/01/2024 | 20,829 | 312,647 | | | | | 04/01/2024 | — | — | 30,034 | 468,838 | | | 12/13/2024 | 28,705 | 448,093 | — | — | | | 04/08/2025 | 14,752 | 230,287 | — | — | | | 04/08/2025 | | | 14,752 | 230,287 | | Elliot Staples | 03/29/2023 | 1,639 | 25,591 | — | — | | | 03/29/2023 | — | — | 4,919 | 76,784 | | | 04/01/2024 | 3,456 | 53,943 | — | — | | | 04/01/2024 | — | — | 5,182 | 80,892 | | | 04/08/2025 | 7,147 | 111,560 | 7,147 | 111,560 | | | 04/08/2025 | — | — | | |
Outstanding Equity Awards at Fiscal Year-End
| (1) The market value of the RSUs and PSUs shown above is based on the $15.61 closing market price of our common stock on the last trading day of Fiscal Year 2025, January 30, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Shares reflected in this column include additional RSUs awarded in connection with the Company’s payment of dividends. 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. above. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Shares reflected in this column include additional PSUs awarded in connection with the Company’s payment of dividends. 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. |
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, Fiscal Year 2024 under both the 2023 and 2024 PSU grants and Fiscal Year 2025 under the 2023, 2024 and 2025 PSU grants as of January 31, 2026. Performance share units tied to the 2023 PSU grant (2023–2025 performance period) vested after the close of the fiscal year (on March 17, 2026). Because vesting occurred after year-end, the related values are not reflected in the presented herein. |
Outstanding Equity Awards at Fiscal Year-End
| All unvested RSUs and PSUs granted to Ms. Spofford were canceled upon her departure from the Company. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The vesting schedule for the awards granted as of each grant date are as follows: |
2025 Outstanding Equity Awards Vesting Schedule
2025 Outstanding Equity Awards Vesting Schedule The following table provides information about the outstanding equity awards held by our named executive officers as of January 31, 2026.
2025 Outstanding Equity Awards Vesting Schedule
| Name | Grant Date | RSU Vesting Schedule(a) | PSU Vesting Schedule(b) | | Mark Webb, Elliot Staples | 3/29/2023 | 33.3% vests 3/29/26 | 100% vested 1/31/2026 | | Mark Webb, Elliot Staples | 4/1/2024 | 33.3% vests 4/1/26 and 4/1/27 | 100% vests 1/30/2027 | | Mark Webb | 12/13/2024 | 12.5% vests 3/31/26, 6/30/2026, 9/30/2026 and 12/31/2026 | | | Mary Ellen Coyne | 05/01/2025 | 33.3% vests 5/1/2026, 5/1/2027, 5/1/2028 | 100% vests 1/29/2028 | | Mark Webb, Elliot Staples | 04/08/2025 | 33.3% vests 4/8/2026, 04/8/2027,4/8/2028 | 100% vests 1/29/2028 |
2025 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. |
2025 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 2025. The following table provides information for each of our named executive officers regarding vesting of RSU and PSU awards during Fiscal Year 2025.
Options Exercised and Stock Vested
| Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Mary Ellen Coyne | — | $— | | Claire Spofford | 111,768 | $2,628,024 | | Mark Webb | 60,662 | $971,602 | | Elliot Staples | 11,463 | $201,617 |
Options Exercised and Stock Vested
| (1) The numbers shown include shares withheld by the Company to satisfy tax obligations associated with vesting and reflects the vesting of RSUs and PSUs. Performance share units tied to the 2023 PSU grant (2023–2025 performance period) vested after the close of the fiscal year (on March 17, 2026). Because vesting occurred after year-end, the related values are not reflected in the presented herein. |
Options Exercised and Stock Vested
| (2) Represents the fair market value of the shares of stock based on closing price on the vesting date. |
Potential Payments Upon Termination of Employment or Change in Control
Potential Payments Upon Termination of Employment or Change in Control
Estimated Payments Upon Termination of Employment or Change in Control
Estimated Payments Upon Termination of Employment or Change in Control The description below shows the severance payments and benefits that each named executive officer (other than Ms. Spofford) would, if applicable, have received had his or her employment been terminated by us without “cause” or pursuant to a resignation with “good reason,” whether prior to or following a “change in control.” The amounts are calculated as if the date of termination and, as applicable, the “change in control,” occurred on January 31, 2026. Ms. Spofford’s actual benefits payable in connection with her retirement are quantified separately below.
Performance
| Year | Summary Compensation Table Total for PEO 1 (Mary Ellen Coyne) (1) | Compensation Actually Paid to PEO 1 (Mary Ellen Coyne) (2) | Summary Compensation Table Total for PEO 2 (Claire Spofford) (1) | Compensation Actually Paid to PEO 2 (Claire Spofford) (2) | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | | Total Shareholder Return (5) | Net Income ($) (6) | | 2025 | $6,631,220 | $6,592,933 | $329,818 | ($ | 2,585,039) | $1,305,241 | ($ | 205) | $61.94 | $27,900 | | 2024 | $0 | $0 | $4,294,706 | | 4,789,801 | $2,076,523 | | 2,083,232 | $106.27 | $39,483 | | 2023 | $0 | $0 | $3,152,382 | | 2,797,754 | $1,067,991 | | 533,154 | $92.01 | $36,201 |
Performance
| (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to our PEO for the applicable fiscal year, as computed in accordance with Item 402(v) of Regulation S-K, which for 2023 and 2024 includes former PEO Claire Spofford, and for 2025, includes our current PEO Mary Ellen Coyne and former PEO Claire Spofford. The dollar amounts do not reflect the actual amount of compensation earned by or paid to such executives during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation for each year to determine the compensation actually paid: |
Performance
| Fiscal Year | Mary Ellen Coyne 2025 | | | SCT Total | | 6,631,220 | | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | | 0 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($ | 2,966,077) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 2,927,790 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | 0 | | + 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 | | 0 | | - 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 | | 6,592,933 |
Performance
| Fiscal Year | Claire Spofford 2025 | | | SCT Total | | 329,818 | | - 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 | ($ | 6,934) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 0 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | | 0 | | + 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 | ($ | 415,478) | | - 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 | ($ | 2,492,445) | | + 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 | ($ | 2,585,039) |
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: |
Performance
| Fiscal Year | Non-PEO NEOs | | | | 2025 | | | SCT Total | | 1,305,241 | | - 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 | ($ | 333,329) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | | 292,715 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | ($ | 875,319) | | + 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 | ($ | 389,513) | | - 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 | ($ | 205) |