SEC Form DEF 14A filed by J. Jill Inc.

4 Batterymarch Park

Quincy Massachusetts, 02169

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 3, 2025

To the Stockholders of J.Jill, Inc.:

Notice is hereby given that the 2025 Annual Meeting of Stockholders of J.Jill, Inc. (the “Company,” “J.Jill” or “we”) is to be held on Tuesday, June 3, 2025 at 8:00 AM Eastern, online at https://web.lumiagm.com/298043967 (the “Annual Meeting”). The Annual Meeting is called for the following purposes:

1. To elect (a) three directors to our Board of Directors (the “Board of Directors”) to serve as Class II directors for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2028; (b) one director to our Board of Directors to serve as a Class I director for a term of two years expiring at the Annual Meeting of Stockholders to be held in 2027; and (c) one director to our Board of Directors to serve as a Class III director for a term of one year expiring at the Annual Meeting of Stockholders to be held in 2026, until each such director’s successor has been duly elected and qualified;

2. To ratify the appointment of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the current fiscal year ending January 31, 2026;

3.  To approve the J.Jill, Inc. Amended and Restated 2017 Omnibus Equity Incentive Plan (the “A&R 2017 Plan”);

4. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement; and

5. To consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.

These matters are more fully described in the Proxy Statement accompanying this Notice.

If you were a stockholder of record of J.Jill, Inc. common stock as of the close of business on April 7, 2025, you are entitled to receive this Notice and vote at the Annual Meeting and any adjournments or postponements thereof, provided that our Board of Directors may fix a new record date for an adjourned meeting. Our stock transfer books will not be closed. A list of the stockholders entitled to vote at the Annual Meeting may be examined at our principal executive offices in Quincy, Massachusetts during ordinary business hours or on a reasonably accessible electronic network as provided by applicable law in the 10-day period preceding the meeting for any purposes related to the meeting.

We are pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules that allow us to furnish these proxy materials (including an electronic Proxy Card for the meeting) and our 2024 Annual Report to Stockholders (including our Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (“Fiscal Year 2024”)) to our stockholders via the Internet. On or about April 22, 2025, we will mail to our

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stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2024 Annual Report to Stockholders and how to vote. We believe that posting these proxy materials on the Internet enables us to provide our stockholders with the information they need to vote more quickly, while lowering the cost and reducing the environmental impact of printing and delivering annual meeting materials.

You are cordially invited to attend the Annual Meeting, which will be conducted in a virtual-only format via a live audio webcast. We believe that this virtual format facilitates stockholder attendance, provides all stockholders a consistent experience, and allows for participation regardless of location. In order to be admitted to the virtual meeting website, you will need to use the 11-digit control number that accompanies your proxy materials and type the password “jjill2025” to log in to the meeting. The Annual Meeting will begin promptly at 8:00 AM Eastern on Tuesday, June 3, 2025. We encourage you to access the meeting 15 minutes prior to the start time (at 7:45 AM Eastern) allowing ample time to log in to the meeting webcast and test your computer audio system. If you encounter any difficulty accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdf for assistance.

Whether or not you expect to attend virtually, our Board of Directors respectfully requests that you vote your shares of common stock in the manner described in the Proxy Statement. You may revoke your proxy in the manner described in the Proxy Statement at any time before it has been voted at the Annual Meeting.

By Order of the Board of Directors of J.Jill, Inc.,

Michael Rahamim

Chair, Board of Directors

Quincy, Massachusetts

Dated: April 9, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON TUESDAY, JUNE 3, 2025 VIA AUDIO WEBCAST ONLY: J.Jill, Inc.’s Proxy Statement and Annual Report on Form 10-K for Fiscal Year 2024 are also available at www.astproxyportal.com/ast/JJill.

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J.JILL, INC.

Proxy Statement

for the

Annual Meeting of Stockholders

To Be Held June 3, 2025

TABLE OF CONTENTS

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J.JILL, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 3, 2025

INFORMATION CONCERNING SOLICITATION AND VOTING

This Proxy Statement is furnished to our stockholders in connection with the solicitation of proxies on behalf of our Board of Directors for use at the Annual Meeting or for use at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. The Annual Meeting will be held on Tuesday, June 3, 2025 at 8:00 AM Eastern online at https://web.lumiagm.com/298043967. Only stockholders of record at the close of business on April 7, 2025 are entitled to notice of and to vote at our Annual Meeting.

The Annual Meeting will be conducted in a virtual-only format via live audio webcast. Stockholders who attend the Annual Meeting will have an opportunity to vote and to submit written questions electronically at the Annual Meeting. Stockholders can attend the Annual Meeting by visiting https://web.lumiagm.com/298043967. In order to be admitted to the virtual meeting website, you will need to use the unique 11-digit control number previously provided with your proxy materials and type the password “jjill2025” to log in to the meeting. The Annual Meeting will begin promptly at 8:00 AM Eastern. We encourage you to access the meeting 15 minutes prior to the start time, allowing ample time to log in to the meeting webcast and test your computer audio system. If you encounter any difficulty accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdf for assistance.

In accordance with the rules of the SEC, we are furnishing proxy materials, including the Notice, this Proxy Statement, our 2024 Annual Report to Stockholders, including financial statements, and a Proxy Card for the Annual Meeting, by providing access to them on the Internet to save printing costs and reduce our impact on the environment. These materials were first available on the Internet on April 9, 2025. On or about April 22, 2025, we will mail a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of April 7, 2025, the record date for the Annual Meeting. This Proxy Statement and the Notice of Internet Availability of Proxy Materials contain instructions for accessing and reviewing our proxy materials on the Internet and for voting by proxy over the Internet. You will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. If you prefer to receive printed copies of our proxy materials, the Notice of Internet Availability of Proxy Materials contains instructions on how to request the materials by mail. You will not receive printed copies of the proxy materials unless you request them. If you elect to receive the materials by mail, you may also vote by proxy on the Proxy Card or Voter Instruction Card that you will receive in response to your request.

Each of our stockholders is entitled to one vote for each share held as of the record date with respect to all matters that may be considered at the Annual Meeting. Stockholder votes will be tabulated by persons appointed by our Board of Directors to act as inspectors of election for the Annual Meeting.

We bear the expense of soliciting proxies. Our directors, officers, or employees may also solicit proxies personally or by telephone, email, facsimile, or other means of communication. We do not intend to pay additional compensation for doing so. In addition, we might reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries representing beneficial owners of our common stock, for their expenses in forwarding soliciting materials to those beneficial owners.

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QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING

Q: Why am I receiving these proxy materials?

A: We are furnishing you these proxy materials in connection with the solicitation of proxies on behalf of our Board of Directors for use at the Annual Meeting. This Proxy Statement includes information that we are required to provide under SEC rules and is designed to assist you in voting your shares.

Proxies in proper form received by us at or before the time of the Annual Meeting will be voted as specified. Stockholders may specify their choices by marking the appropriate boxes on their Proxy Card. If a Proxy Card is dated, signed and returned without specifying choices, the proxies will be voted in accordance with the recommendations of our Board of Directors set forth in this Proxy Statement, and, in their discretion, upon such other business as may properly come before the Annual Meeting. Business transacted at the Annual Meeting will be confined to the purposes stated in the Notice of Annual Meeting. Shares of our common stock, par value $0.01 per share, cannot be voted at the Annual Meeting unless the holder attends the Annual Meeting or is represented by proxy.

Q: Who may vote at the Annual Meeting?

A: Our Board of Directors set April 7, 2025 as the record date for the Annual Meeting. If you owned shares of our common stock at the close of business on April 7, 2025, you may attend and vote at the Annual Meeting. On all matters to be voted on, each stockholder is entitled to one vote for each share of common stock held by such stockholder. As of April 7, 2025, there were 15,283,043 shares of our common stock outstanding and entitled to vote at the Annual Meeting.

Q: How do I attend the Annual Meeting?

A: The Annual Meeting will begin promptly at 8:00 AM Eastern on Tuesday, June 3, 2025. Online check-in will begin 15 minutes prior to the start of the Annual Meeting to allow ample time to log in to the meeting webcast and test your computer audio system.

You may attend the Annual meeting and vote your shares by visiting https://web.lumiagm.com/298043967. In order to be admitted to the virtual meeting website, you will need to use the unique 11-digit control number previously provided with proxy materials and type the password “jjill2025” to log in to the meeting. If you encounter any difficulty accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdf for assistance.

Q: What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A: If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), you are considered, with respect to those shares, a stockholder of record. As a stockholder of record, you have the right to vote electronically at the Annual Meeting.

If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. In that case, the Notice of Internet Availability of Proxy Materials has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instructions included in the Notice of Internet Availability of Proxy Materials.

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Q: What is the quorum requirement for the Annual Meeting?

A: Holders of a majority of the voting power of all of our outstanding shares of our common stock entitled to vote at the meeting must be present in person (virtually) or represented by proxy at the Annual Meeting in order for us to hold the Annual Meeting and conduct business. This is called a quorum. Your shares will be counted as present at the Annual Meeting if you:

If you are attending the Annual Meeting or represented by proxy, but withhold your vote or abstain from voting on any or all proposals, your shares are still counted as present and entitled to vote for purposes of certifying a quorum. Each of the proposals listed in this Proxy Statement identifies the votes needed to approve the proposed action.

Q: What proposals will be voted on at the Annual Meeting?

A: The four proposals to be voted on at the Annual Meeting are as follows:

1. To elect (a) three directors to our Board of Directors to serve as Class II directors for a term of three years expiring at the Annual Meeting of Stockholders to be held in 2028; (b) one director to our Board of Directors to serve as a Class I director for a term of two years expiring at the Annual Meeting of Stockholders to be held in 2027; and (c) one director to our Board of Directors to serve as a Class III director for a term of one year expiring at the Annual Meeting of Stockholders to be held in 2026, until each such director’s successor has been duly elected and qualified;

2. To ratify the appointment of Grant Thornton as our independent registered public accounting firm for the current fiscal year ending January 31, 2026;

3. To approve the A&R 2017 Plan; and

4. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement.

We will also consider any other business that properly comes before the Annual Meeting. As of the record date, we are not aware of any other matters to be submitted for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the proxy named in your Proxy Card or Voter Instruction Card will vote the shares it represents using its best judgment.

Q: What is the vote required for each proposal and what are my voting choices?

A: With respect to Proposal 1, the election of directors, you may vote FOR, FOR ALL EXCEPT or WITHHOLD. A plurality of the votes cast is required to be elected as a director. A “plurality of the votes cast” means that the five director nominees that receive the most number of votes cast “FOR” will be elected. If you WITHHOLD from voting on Proposal 1, the withheld vote will have no effect on the outcome of the vote (only because the outcome is determined by the number of affirmative votes for each director).

With respect to Proposal 2, Proposal 3 or Proposal 4, you may vote FOR, AGAINST or ABSTAIN, and the vote required is the affirmative vote of a majority of the voting power of shares of stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. If you ABSTAIN from voting on Proposal 2, Proposal 3 or Proposal 4, the abstention will have the same effect as an AGAINST vote.

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Q: How does our Board of Directors recommend that I vote?

A: Our Board of Directors recommends that you vote:

1. FOR the election of the director nominees named in this Proxy Statement;

2. FOR the ratification of the appointment of Grant Thornton as our independent registered public accounting firm for the current fiscal year ending January 31, 2026;

3. FOR the approval of the A&R 2017 Plan; and

4. FOR the advisory vote on the compensation of the Company’s named executive officers, as disclosed in this Proxy Statement.

Q: What is the effect of a broker non-vote?

A: Under NYSE rules, brokers or other nominees who hold shares for a beneficial owner only have the discretion to vote on “routine” proposals if they have not received voting instructions from the beneficial owner prior to the Annual Meeting. A broker non-vote occurs when a broker or other nominee does not receive instructions from the beneficial owner regarding how to vote on a proposal that is not “routine” and therefore does not have the discretion to direct the voting of the shares on such proposal. Broker non-votes are counted for purposes of calculating whether a quorum is present virtually at the Annual Meeting for all proposals. Proposal 2 is the only “routine” matter being presented at the Annual Meeting, and therefore brokers or other nominees may exercise discretion to vote on Proposal 2 in the absence of voting instruction from the beneficial owner. However, Proposals 1, 3 and 4 are not “routine” matters. As a result, broker non-votes will not be counted for purposes of determining the number of votes cast with respect to Proposals 1, 3 and 4, and, therefore, will not affect the outcome of the vote on those proposals at the Annual Meeting.

Q: Can I access these proxy materials on the Internet?

A: Yes. The Notice of Annual Meeting, Proxy Statement, and 2024 Annual Report to Stockholders (including the Annual Report on Form 10-K for Fiscal Year 2024) will be available for viewing, printing, and downloading at www.astproxyportal.com/ast/JJill. They are also available under the Financial Information—SEC Filings section of our Investor Relations website at https://investors.jjill.com/ and through the SEC’s EDGAR system at http://www.sec.gov. All materials will remain posted on www.astproxyportal.com/ast/JJill at least until the conclusion of the Annual Meeting.

Q: How may I vote my shares electronically at the Annual Meeting?

A: If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC), you are considered, with respect to those shares, the stockholder of record. As the stockholder of record, you have the right to vote electronically at the Annual Meeting. If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you are also invited to attend the Annual Meeting. Because a beneficial owner is not the stockholder of record, you may not vote these shares electronically at the Annual Meeting unless you obtain a “legal proxy” from the broker, nominee or trustee that holds your shares, giving you the right to vote the shares at the Annual Meeting. Please contact your broker, nominee or trustee if you wish to obtain such a “legal proxy.”

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Q: How can I vote my shares without attending the Annual Meeting?

A: If your shares are held by a broker, bank or other nominee, they should send you instructions that you must follow in order to have your shares voted. If you hold shares in your own name, you may vote by proxy without attending the Annual Meeting in any one of the following ways:

Even if you plan to attend the Annual Meeting, we encourage you to vote in advance by Internet or mail so that your vote will be counted if you later decide not to attend the Annual Meeting.

The Internet voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet must be completed by 11:59 PM Eastern on June 2, 2025. Of course, as described in the immediately preceding question and answer, you can always virtually attend the Annual Meeting and vote your shares electronically. If you submit or return a Proxy Card without giving specific voting instructions, your shares will be voted as recommended by our Board of Directors, as permitted by law.

Q: How can I change my vote after submitting it?

A: If you are a stockholder of record, you can revoke your proxy before your shares are voted at the Annual Meeting by:

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker, or other holder of record. You may also vote electronically at the Annual Meeting if you obtain a legal proxy from them.

Q: How can I submit questions in the Annual Meeting?

A: You are encouraged to submit your questions during the Annual Meeting at https://web.lumiagm.com/298043967 by using your unique 11-digit control number previously provided with your proxy materials and typing the password “jjill2025” to log in.

We reserve the right to exclude questions regarding topics that are not pertinent to Annual Meeting matters or Company business. If we receive substantially similar questions, we may group questions together and provide a single response to avoid repetition. We may decide in our sole discretion whether to address a question during the Annual Meeting or to address a question at a later date, either directly with the party asking the question or on our Investor Relations webpage. If you encounter any difficulty submitting your questions or accessing the Annual Meeting, please visit https://www.lumiglobal.com/hubfs/meeting-faq.pdf for assistance.

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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.

Q: Where can I find the voting results of the Annual Meeting?

A: We will announce the preliminary voting results at the Annual Meeting. We will publish the results in a Current Report on Form 8-K filed with the SEC within four business days of the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

Q: For how long can I access the proxy materials on the Internet?

A: The Notice of Annual Meeting, Proxy Statement, 2024 Annual Report to Stockholders, and Annual Report on Form 10-K for Fiscal Year 2024 will remain posted at www.astproxyportal.com/ast/JJill until the conclusion of the Annual Meeting, and also are and will remain available, free of charge, in PDF and HTML format under the Financial Information—SEC Filings section of our Investor Relations website at https://investors.jjill.com/.

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PROPOSAL ONE

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.

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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.

Set forth below is a brief biography of each of our Nominees, directors and executive officers.

Directors

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

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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

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

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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.

Class III Nominee

Ms. Coyne is a Class III Nominee for election at the Annual Meeting, for a term that will expire at the 2026 Annual Meeting of Stockholders and until her successor has been duly elected and qualified.

Mary Ellen Coyne was appointed on February 27, 2025 to serve as the Company’s Chief Executive Officer and President to succeed the Company’s current Chief Executive Officer and President, Claire Spofford, following Ms. Spofford’s previously disclosed decision to retire. 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 is effective as of May 1, 2025.

Class I Director

The term of the following Class I director 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.

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Class I Nominee

Ms. Chun is a Class I Nominee for election at the 2025 Annual Meeting, for a term that will expire at the 2027 Annual Meeting of Stockholders and until her successor has been duly elected and qualified.

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 has served on the board of Central Garden and Pet, Inc. since 2021. She formerly served on the boards of HSNi, 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.

Retiring Director

Ms. Spofford’s service on our Board of Directors will end in connection with her previously announced retirement from the Company on April 30, 2025.

Claire Spofford was appointed as Chief Executive Officer and President in February 2021 and has served as a director of J.Jill since her appointment. Prior to joining J.Jill, Ms. Spofford was the President of Cornerstone Brands from December 2017 to October 2020. In that role, she oversaw a portfolio of four interactive, aspirational home and apparel lifestyle brands: Ballard Designs, Frontgate, Garnet Hill and Grandin Road. She led the team there in evolving the brands into profitable, digitally-driven omnichannel businesses. Before being promoted into this role, from 2014 to October 2017, Ms. Spofford was the President of Garnet Hill. Prior to that, Ms. Spofford was Senior Vice President and Chief Marketing Officer of J.Jill and held numerous leadership roles at Orchard Brands, including Interim President and Chief Executive Officer, Group President for Premium Brands and President of Appleseed’s. Before joining Orchard Brands, she served as Vice President, Global Marketing of Timberland. Ms. Spofford currently serves on the Board of Directors of Leslie’s, Inc. and Reclaim Childhood, and she previously served on the Boards of White Flower Farm and Project Adventure, Inc. Ms. Spofford received her M.B.A. from Babson College and her B.A. from the University of Vermont. Ms. Spofford was elected to serve on our Board of Directors because of her extensive experience in leadership positions in the retail industry. As previously disclosed, Ms. Spofford will retire from her service as the Chief Executive Officer and President and Director of the Company on April 30, 2025.

Required Vote

The Class I, Class II, and Class III director nominees receiving the highest number of affirmative votes of our common stock represented virtually or by proxy at the Annual Meeting and entitled to vote at the Annual Meeting shall be elected as directors. In accordance with Delaware law, votes withheld from any Nominee are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting, but they have no legal effect on the election of directors. While broker non-votes will be counted for purposes of determining the presence or absence of a quorum, they will not be counted for purposes of determining the number of votes cast on Proposal 1 and, accordingly, will not affect the election of directors.

Executive Officers

Claire Spofford was appointed Chief Executive Officer and President of J.Jill in February 2021. See Ms. Spofford’s biography above under the heading “Retiring Director.”

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Mark Webb has served as J.Jill’s Executive Vice President and Chief Financial Officer since May 2019, and as Chief Operating Officer since July 2021. Before joining J.Jill, Mr. Webb served as Senior Vice President, Chief Financial Planning & Analysis and Treasury Officer at Hudson’s Bay Company since January 2018. He previously served as Senior Vice President, Chief Financial Officer, Gap Brand and INTERMIX, at The Gap, Inc. from February 2013 to April 2017. Mr. Webb received his BSBA in Accounting and Finance from the University of Arizona.

Shelley Liebsch was appointed Senior Vice President, Chief Merchandising Officer of J.Jill in September 2018 and has also headed J.Jill’s Planning and Allocations teams since 2020. Prior to joining J.Jill, Ms. Liebsch served as Senior Vice President of Merchandising, Design, Creative Marketing, and Visual at Destination Maternity since 2016, where she led multiple brands, lease, international and wholesale across 1,000 global locations. During her tenure, she led the rebranding of their Motherhood Maternity and A Pea in the Pod lines, modernized digital and in-store experiences, and expanded A Pea in the Pod internationally. Before her service at Destination Maternity, Ms. Liebsch spent over a decade at Urban Outfitters, Inc., where she managed Women’s Apparel, Intimates and Accessories and rose from Merchant to General Merchandising Manager. She also held merchandising and buying positions at Victoria’s Secret Beauty, InStyle Magazine, and Bloomingdale’s. She received a Bachelor of Arts in Economics Modified with Mathematics from Dartmouth College. She has been recognized as a Top Woman in Retail (2022) and featured in Fortune and the HuffPost Paradigm Shifters series for her leadership and industry impact.

Maria Martinez was appointed Chief Human Resources Officer of J.Jill in November 2023. Before joining J.Jill, Ms. Martinez served as Chief Human Resources Officer at Axogen since 2018, where she led their HR organization through a period of rapid growth and cultural transformation. Before Axogen, she held senior HR leadership roles at HSNi beginning in 2010, and served as Chief Human Resources Officer at HSNi from 2014 to 2017, where she oversaw a multi-billion dollar direct to consumer retail portfolio with thousands of employees in nine locations. Ms. Martinez was previously the Vice President, Human Resources for Laser Spine Institute, an organization dedicated to performing minimally invasive spine surgery, where she established the company’s human resources function and supported the expansion of the organization’s business to multiple sites. Earlier roles include HR leadership positions at Bausch & Lomb’s U.S. Pharmaceutical division as well as Darden Restaurants. Ms. Martinez serves on the Board of Directors of Good360, a national not-for-profit organization. She received a Master of Arts in Industrial/Organizational Psychology from Florida Institute of Technology, as well as a Bachelor of Science in Psychology and a Bachelor of Arts in French from the University of South Florida.

Elliot Staples brings over thirty years of design experience to his role as Creative Director, Senior Vice President of Design & Creative Marketing at J. Jill. Mr. Staples joined the Company as Senior Vice President of Design, Product Development, & Technical Design in February 2019. Prior to joining J. Jill, Mr. Staples served as Senior Vice President of Design for over fifteen years at The Limited, where he defined the brand through consistent and innovative design, contributing to the brand turning to profitability in 2009. Prior to The Limited, Mr. Staples held several design leadership positions at The Gap, Inc. during a decade of unprecedented brand growth. Mr. Staples holds a bachelor’s degree in fine arts and fashion and apparel design from The Fashion Institute of Technology in New York City.

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CORPORATE GOVERNANCE MATTERS

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 Independence

As of June 14, 2024, TowerBrook no longer controlled a majority of the voting power of our outstanding voting stock and, therefore, we no longer qualify as a “controlled company” within the meaning of the NYSE corporate governance standards. While we were a “controlled company” under NYSE rules, we availed ourselves of applicable “controlled company” exemptions, which exempted us from certain requirements, including the requirements that the Compensation Committee of our Board of Directors (the “Compensation Committee”) and Nominating, Governance and ESG Committee of our Board of Directors (the “Nominating and Governance Committee”) be comprised entirely of independent directors.

The NYSE rules require that (i) we have at least at least one independent director on each of the Compensation and Nominating and Governance Committees at the time the company ceases to be a controlled company; (ii) we have at least a majority of independent directors on each of the Compensation and Nominating and Governance Committees within 90 days of the date that we no longer qualify as a “controlled company”; and (iii) that the Compensation and Nominating and Governance Committees be composed entirely of independent directors within one year of the date that we no longer qualify as a “controlled company.” As of the date of this Proxy Statement, we are in compliance with the phase-in requirements described above. Until we are fully subject to these requirements, our stockholders will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Our Board of Directors has determined that Courtnee Chun, Michael Eck, Shelley Milano, Michael Rahamim, Jyothi Rao and Andrew Rolfe are “independent directors,” as defined by the applicable NYSE rules. Prior to his retirement from the Board of Directors on June 4, 2024, James Scully also qualified as an “independent director” under the same standard.

Family Relationships

There is no family relationship between any director, executive officer or person nominated to become our director or executive officer.

Selection of Nominees for our Board of Directors

The Nominating and Governance Committee has the responsibility of identifying individuals qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors. The committee also recommends to our Board of Directors for approval director nominees, consistent with our director qualification criteria and any obligations under our contractual arrangements, including the Stockholders Agreement.

With respect to director nominee procedures, the Nominating and Governance Committee utilizes a broad approach for identification of director nominees and may seek recommendations from our directors, officers or stockholders, or it may choose to engage a search firm. In evaluating and determining whether to ultimately

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recommend a person as a candidate for election as a director, the Nominating and Governance Committee considers the qualifications set forth in our Corporate Governance Guidelines, including the highest personal and professional ethics, integrity and values, demonstrated business acumen, experience and ability to use sound judgment to contribute to effective oversight of our business or financial affairs, strategic planning, diversity of experience and independence from management. It also takes into account specific characteristics and expertise that it believes will enhance the diversity of knowledge, expertise, background and personal characteristics of our Board of Directors. The Nominating and Governance Committee may engage a third party to conduct or assist with the evaluation. Ultimately, the Nominating and Governance Committee seeks to recommend to our Board of Directors those nominees whose specific qualities, experience and expertise will augment our current Board of Directors’ composition and whose past experience evidences that they will: (1) dedicate sufficient time, energy and attention to ensure the diligent performance of Board of Directors duties; (2) comply with the duties and responsibilities set forth in our Corporate Governance Guidelines and in our by-laws; (3) comply with all duties of care, loyalty and confidentiality applicable to them as directors of a publicly traded corporation organized under the laws of the State of Delaware; and (4) adhere to our Code of Conduct and Ethics, including, but not limited to, the policies on conflicts of interest expressed therein.

The Nominating and Governance Committee considers stockholder recommendations of qualified nominees when such recommendations are submitted in accordance with the procedures described in our by-laws. Each notice of nomination submitted in this manner must contain the information specified in our by-laws, including, but not limited to, information with respect to the beneficial ownership of our common stock or derivative securities that have a value associated with our common stock held by the proposing stockholder and its associates and any voting or similar agreement the proposing stockholder has entered into with respect to our common stock. To be timely, the notice must be received at our principal executive offices pursuant to the deadlines set forth in our by-laws. See under “Stockholder Proposals” in this Proxy Statement for additional information about the deadlines for submitting a stockholder nominee at the 2026 Annual Meeting of Stockholders.

Information Regarding Meetings of our Board and Committees

During Fiscal Year 2024, our Board of Directors held 13 meetings, and its three permanent committees, the Audit Committee, Compensation Committee, and Nominating and Governance Committee, collectively held 18 meetings.

All of our directors attended at least 75% of the aggregate of all meetings of our Board of Directors and the committees on which such director served during Fiscal Year 2024. Under our Corporate Governance Guidelines, a copy of which is available in the Corporate Governance—Governance Documents section of our Investor Relations website at https://investors.jjill.com/, members of our Board of Directors are expected to attend and participate in the Annual Meeting.

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Board Committees

Our Board of Directors has adopted written charters for each of its permanent committees, all of which are available in the Corporate Governance—Governance Documents section of our Investor Relations website at https://investors.jjill.com/. Pursuant to the Stockholders Agreement, TI IV has the right to designate the members of the committees of our Board of Directors in proportion to the number of director nominees TI IV is entitled to designate to our Board of Directors. The following table provides membership information of our directors in each committee of our Board of Directors as of April 9, 2025.

Audit Committee

Compensation Committee

Nominating, Governance and ESG Committee

Claire Spofford(1)

—

—

—

Michael Rahamim

—

Courtnee Chun

—

Michael Eck

*

—

—

Shelley Milano

*

Jyothi Rao

—

Michael Recht

—

—

Andrew Rolfe

—

*

= Member * = Chair

Audit Committee

Our Audit Committee consists of Michael Eck, Michael Rahamim, Shelley Milano and Courtnee Chun. Our Board of Directors has determined that Mr. Eck qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K. Our Board of Directors has determined that Mr. Eck, Ms. Milano, Mr. Rahamim and Ms. Chun are independent within the meaning of the NYSE listing rules and meet the additional test for independence for Audit Committee members imposed by SEC regulation and the NYSE listing rules. As of the date of this Proxy Statement, our Audit Committee is fully independent and is in compliance with the applicable SEC and NYSE rules and regulations.

Our Audit Committee met 8 times during Fiscal Year 2024. Our Audit Committee assists our Board of Directors in monitoring the audit of our financial statements, our independent registered public accounting firm’s qualifications and independence, the performance of our internal audit function and systems of internal controls, our independent auditors and our compliance with legal and regulatory requirements. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination) and oversight of our independent auditors, and our independent auditors report directly to the Audit Committee. The Audit Committee also reviews and approves related party transactions as required by the applicable NYSE rules.

Compensation Committee

Our Compensation Committee consists of Shelley Milano, Jyothi Rao, Michael Recht, Andrew Rolfe and Courtnee Chun. As of June 14, 2024, we are no longer a “controlled company” under the NYSE listing rules. The NYSE rules require that we have (i) at least one independent director on the Compensation Committee at the time the Company ceases to be a controlled company, (ii) have at least a majority of independent directors on the Compensation Committee within 90 days of the date that we no longer qualify as a “controlled company,” and (iii) that the Compensation Committee be composed entirely of independent directors within one year of the date that we no longer qualify as a “controlled company.” As of the date of this Proxy Statement, we are in compliance with the phase-in requirements described above. Our Compensation Committee met 6 times during

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Fiscal Year 2024. Our Compensation Committee is responsible for reviewing and recommending policies relating to the compensation and benefits of our directors and employees, including our Chief Executive Officer and other executive officers.

The Compensation Committee has the sole authority to retain and terminate any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and the other terms and conditions of the consultant’s retention. The Compensation Committee may form and delegate authority to subcommittees where appropriate, provided that the subcommittees are composed entirely of directors who satisfy the applicable independence requirement of our Corporate Governance Guidelines and the NYSE listing rules, subject to any applicable controlled company or other exemption.

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 accordance with the Compensation Committee’s charter, our Chief Executive Officer may not be present during voting or deliberations of the committee regarding his or her compensation and the committee reserves the right to request any executive officer present during voting or deliberations of the committee regarding such executive officer’s compensation to recuse himself or herself.

Nominating and Governance Committee

Our Nominating and Governance Committee consists of Shelley Milano, Michael Rahamim, Andrew Rolfe and Jyothi Rao. Our Board of Directors has determined that Ms. Milano, Mr. Rahamim, Mr. Rolfe and Ms. Rao are independent within the meaning of the NYSE listing rules. As of the date of this Proxy Statement, our Nominating and Governance Committee is fully independent and is in compliance with the applicable SEC and NYSE rules and regulations.

Our Nominating and Governance Committee met 4 times during Fiscal Year 2024. Our Nominating and Governance Committee is responsible for selecting or recommending that our Board of Directors select candidates for election to our Board of Directors, developing and recommending to our Board of Directors Corporate Governance Guidelines that are applicable to us and overseeing Board of Directors and management evaluations. Our Nominating and Governance Committee is also responsible for reviewing and providing guidance to us on environmental, social and governance (“ESG”) issues.

Board Leadership Structure and Board of Directors’ Role in Risk Oversight

Our Corporate Governance Guidelines provide that the roles of the Chairman of the Board of Directors and Chief Executive Officer may be combined or separated. Our Board of Directors believes that the Company and its stockholders are best served by maintaining flexibility to have any director serve as Chairman and therefore believes that a permanent policy on whether the Chairman of the Board of Directors and the Chief Executive Officer positions should be separated or combined is not appropriate.

As of the date hereof, Ms. Spofford serves as our Chief Executive Officer and President and Mr. Rahamim serves as our Chairman of the Board of Directors. Our Board of Directors believes that this leadership structure, separating the Chairman and Chief Executive Officer roles, is appropriate for the Company at this time, since it allows our Chief Executive Officer to focus on the operational leadership and strategic direction of the Company. At the same time, our Chairman can focus on leadership of the Board of Directors, including calling and presiding over meetings of our Board of Directors and executive sessions of the independent directors, preparing

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meeting agendas in collaboration with the Chief Executive Officer and serving as a liaison and supplemental channel of communication between independent directors and the Chief Executive Officer.

Our Board of Directors has an oversight role, as a whole and also at the committee level, in overseeing management of our risks. The Audit Committee regularly reviews information regarding our credit, liquidity and operations, as well as the risks associated with each. Additionally, the Audit Committee oversees our cybersecurity risks and Enterprise Risk Management program and reports up to our Board of Directors on a recurring and as needed basis. The Nominating and Governance Committee oversees and guides our evaluation of ESG risks. The Compensation Committee is responsible for overseeing the management of risks relating to our employee compensation plans and arrangements, and the Audit Committee oversees the management of financial risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks.

Executive Sessions of our Board of Directors

In order to promote open discussion among non-management directors, and as required under applicable NYSE rules, the non-management members of our Board of Directors meet in regularly scheduled executive sessions at least quarterly without management directors or any other members of the Company’s management present. In addition, the independent members of our Board of Directors meet in a regularly scheduled executive session at least annually. Our Chairman of our Board of Directors, Michael Rahamim, presides at all regularly scheduled executive sessions.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee in Fiscal Year 2024 was, at any time during Fiscal Year 2024 or at any other time, an officer or employee of the Company. None of our executive officers serves, or in the past has served, as a member of the Board of Directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board of Directors or our Compensation Committee.

Code of Conduct and Ethics

Our Board of Directors has adopted a Code of Conduct and Ethics that applies to all of our directors, officers and employees and is intended to comply with the relevant listing requirements for a code of conduct as well as qualify as a “code of ethics” as defined by the rules of the SEC. The Code of Conduct and Ethics contains general guidelines for conducting our business consistent with the highest standards of business ethics. We intend to disclose any future amendments to certain provisions of our Code of Conduct and Ethics, or waivers of such provisions applicable to any principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions, and our directors, on our Investor Relations website at https://investors.jjill.com/. The Code of Conduct and Ethics is available under Governance Documents in the Corporate Governance section of our Investor Relations website at https://investors.jjill.com/.

Communications with our Board of Directors from Stockholders or Other Interested Parties

Any stockholder or other interested party may contact our Board of Directors as a group, our independent directors as a group, or any individual director by sending written correspondence to them in care of our Secretary and General Counsel at our principal executive offices at 4 Batterymarch Park, Quincy, Massachusetts 02169. Such communication will be forwarded to the intended recipient(s).

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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.

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

The following table sets forth the total compensation paid to each of our non-employee directors (other than Michael Recht) for Fiscal Year 2024.

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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.

Other Director Arrangements

On December 21, 2021, TI IV and Mr. Rahamim entered into an agreement, pursuant to which upon certain liquidity events and subject to his continued service as Chairman of the Board, Mr. Rahamim is eligible to receive an exit fee from TI IV equal to a percentage of the total equity value realized in connection with such liquidity event above a certain threshold, up to $1.0 million.

On December 9, 2024, the Company and Elm ST Advisors, LLC (“Elm Street”) entered into a consulting services agreement (the “Consulting Agreement”). Elm Street is owned by James Scully, who served as a director on the Company’s Board of Directors until June 2024. For more information, see the description of the Consulting Agreement under “Certain Relationships and Related-Party Transactions” in this Proxy Statement.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following discussion provides an overview of the compensation awarded to or earned by our named executive officers identified in the Summary Compensation Table below during Fiscal Year 2024. Compensation decisions with respect to our executive officers are made by the Compensation Committee. Our named executive officers (“NEOs”) for Fiscal Year 2024 are:

Ms. Spofford previously announced that she will retire from the Company effective April 30, 2025. We are grateful for Ms. Spofford’s four plus years of devoted service to our customers and value delivered to our stockholders under her leadership. The Board of Directors conducted a thoughtful and rigorous search for Ms. Spofford’s replacement, interviewing many highly qualified retail industry leaders. On February 27, 2025, the Company announced Mary Ellen Coyne’s appointment as Chief Executive Officer and President, effective May 1, 2025. Ms. Coyne most recently served as CEO of J.McLaughlin, successfully revitalizing the brand, driving significant growth, expanding the company’s retail footprint and enhancing its eCommerce capabilities. She has over three decades of executive expertise in the retail sector, having held senior leadership positions at renowned fashion and lifestyle brands like Ralph Lauren, Victoria’s Secret, Banana Republic and Ann Taylor. She also sits on the Board of Trustees for The Arch School and Teddy Vonranson and is a member of the Women in Retail Leadership Circle. Further details of Ms. Coyne’s appointment may be found in our Current Report on Form 8-K filed with the SEC on February 27, 2025.

Executive Compensation Philosophy and Objectives

Our compensation philosophy is part of a total rewards framework designed to reward executives through market-based, financially viable, performance-driven pay. We do this through a combination of base salary, and performance-based short-term and long-term incentives. The goal is to attract, motivate and retain executives to execute the business strategy and deliver for our stakeholders.

Our executive compensation program is designed to:

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Elements of Executive Compensation

The key elements of our compensation program for our executive officers include:

Base Salary

Base salaries reflect the scope of an executive’s responsibilities and their performance in directing and managing the efforts of the Company or the business unit for which the executive is responsible. Base salaries are initially determined by evaluating the responsibilities of the position, the performance, experience and knowledge of the executive, and the competitive marketplace for recruiting executive talent. Base salaries are reviewed annually by the Compensation Committee, taking into consideration such factors as individual performance and responsibilities, changes to cost of living, the executive’s potential overall compensation package and general economic conditions. Comparisons to base salaries for comparable positions at public companies considered to be peers of the Company are also taken into consideration.

The table below summarizes the base salaries of our named executive officers as of the end of Fiscal Year 2024:

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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:

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.

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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

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

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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).

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

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

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

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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

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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.

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.

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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.”

Other Compensation Elements

Retirement Benefits

We sponsor a 401(k) plan, which is a qualified retirement plan offered to all eligible employees, including our named executive officers, and which permits eligible employees to elect to defer a portion of their compensation on a pre-tax basis. Pursuant to the terms of the 401(k) plan, from January 1, 2022 – January 31, 2024, the Company provided matching contributions of 50% of up to the first 6% of eligible compensation contributed to the plan by named executive officers. From February 1, 2021 – April 30, 2022, the Company provided matching contributions of 50% of up to the first 4% of eligible compensation contributed to the plan by the named executive officers (subject to an annual maximum of $3,000). From May 1, 2022 – December 31, 2022, the Company provided matching contributions of 50% of up to the first 6% of eligible compensation contributed to the plan by named executives. We do not maintain any defined benefit pension plans or any nonqualified deferred compensation plans.

Limited Perquisites

We provide our named executive officers with certain limited perquisites and other personal benefits that the Compensation Committee deems reasonable and consistent with our overall compensation program or necessary to achieve certain executive hire and retention objectives. See footnote 6 to the “Summary Compensation Table” for details on the limited perquisites provided to our named executive officers.

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.

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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:

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 37^th, 88^th and 53^rd percentiles, respectively.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis above with management. Based on its review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025.

THE COMPENSATION COMMITTEE

OF THE BOARD OF DIRECTORS

Shelley Milano, Chair

Courtnee Chun

Jyothi Rao

Michael Recht

Andrew Rolfe

Compensation Tables

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.

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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.

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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.

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2024 Outstanding Equity Awards Vesting Schedule

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.

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Potential Payments Upon Termination of Employment or Change in Control

Claire Spofford

Termination without “Cause” and/or “Good Reason” Resignation: The Spofford Employment Agreement provides that, upon a termination of employment by the Company without “cause” or a resignation by Ms. Spofford for “good reason,” in either case, absent a “change in control” (as defined below), then upon the execution of an irrevocable release of claims and continued compliance with the terms of the restrictive covenants set forth in her employment agreement, Ms. Spofford would be entitled to:

If such a qualifying termination of employment occurs at any time following a “change in control” of the Company (as such term is defined in the 2017 Plan) as a result of which the Company or its successor does not have any stock trading on a nationally recognized securities exchange, then upon the execution of an irrevocable release of claims and continued compliance with the terms of the restrictive covenants set forth in her employment agreement, Ms. Spofford would be entitled to, in addition to accrued benefits, (i) an amount equal to the sum of two times her (x) then-current annual base salary and (y) target annual bonus, payable over 12 months following such termination of employment; and (ii) 24 months (or, if later, the period from Ms. Spofford’s termination through the completion of the employment term) of medical and dental continuation.

If the severance payments and vesting described above would be a “parachute payment” resulting in a lost tax deduction for the Company under Section 280G of the Code and excise tax to the executive under Section 4999 of the Code, such payments and vesting would be reduced to the extent necessary to avoid the imposition of any excise tax or loss in tax deduction.

Additionally, in accordance with the 2017 Plan and the terms of Ms. Spofford’s PSU award agreements: (A) in the event of a “change in control” within 12 months of the grant date, and either (i) her outstanding equity awards are not assumed or substituted for equivalent awards, or (ii) her outstanding equity awards are assumed or substituted for equivalent awards and, within 12 months following such “change in control,” if Ms. Spofford’s employment is terminated by the Company without “cause” (other than due to death or disability) or by Ms. Spofford for “good reason,” then all outstanding PSUs convert to RSUs assuming target performance criteria have been achieved and based on the closing price of the Company’s stock on the date of the “change in control”; and (B) in the event of a “change in control” after 12 months of the grant date, and either (i) her outstanding equity awards are not assumed or substituted for equivalent awards, or (ii) her outstanding equity awards are assumed or substituted for equivalent awards and, within 12 months following such “change in control,” if Ms. Spofford’s employment is terminated by the Company without “cause” (other than due to death or disability) or by Ms. Spofford for “good reason,” then all outstanding PSUs for which actual performance criteria have been achieved for completed years shall convert to RSUs on the basis of such actual performance results and based on the closing price of the Company’s stock on the date of the “change in control.”

Additionally, in accordance with the 2017 Plan and the terms of Ms. Spofford’s RSU award agreements, in the event of a “change in control” and either (i) her outstanding equity awards are not assumed or substituted for equivalent awards, or (ii) her outstanding equity awards are assumed or substituted for equivalent awards and, within 12 months following such “change in control,” Ms. Spofford’s employment is terminated by the Company without “cause” (other than due to death or disability) or by Ms. Spofford for “good reason,” then the unvested portion of her outstanding equity awards will accelerate and vest in full.

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Other NEOs

Termination without “Cause” and/or “Good Reason” Resignation: The offer letters for our other named executive officers provide that, upon a termination of employment by the Company without “cause” or a resignation by the executive for “good reason,” then upon the execution of an irrevocable release of claims and continued compliance with the terms of the restrictive covenants set forth in the executive’s offer letter, the executive would be entitled to:

If the severance payments and vesting described above would be a “parachute payment” resulting in a lost tax deduction for the Company under Section 280G of the Code and excise tax to the executive under Section 4999 of the Code, such payments and vesting would be reduced to the extent necessary to avoid the imposition of any excise tax or loss in tax deduction.

Additionally, in accordance with the 2017 Plan and the terms of each executive’s PSU award agreements, (A) in the event of a “change in control” within 12 months of the grant date, and either (i) the executive’s outstanding equity awards are not assumed or substituted for equivalent awards, or (ii) the executive’s outstanding equity awards are assumed or substituted for equivalent awards and, within 12 months following such “change in control,” if the executive’s employment is terminated by the Company without “cause” (other than due to death or disability) or by the executive for “good reason,” then all outstanding PSUs convert to RSUs assuming target performance criteria have been achieved and based on the closing price of the Company’s stock on the date of the “change in control”; and (B) in the event of a “change in control” after 12 months of the grant date, and either (i) the executive’s outstanding equity awards are not assumed or substituted for equivalent awards, or (ii) the executive’s outstanding equity awards are assumed or substituted for equivalent awards and, within 12 months following such “change in control,” if the executive’s employment is terminated by the Company without “cause” (other than due to death or disability) or by the executive for “good reason,” then all outstanding PSUs for which actual performance criteria have been achieved for completed years shall convert to RSUs on the basis of such actual performance results and based on the closing price of the Company’s stock on the date of the “change in control.”

Additionally, in accordance with the 2017 Plan and the terms of each executive’s RSU award agreements, in the event of a “change in control” and either (i) the executive’s outstanding equity awards are not assumed or substituted for equivalent awards, or (ii) the executive’s outstanding equity awards are assumed or substituted for equivalent awards and, within 12 months following such “change in control,” if the executive’s employment is terminated by the Company without “cause” (other than due to death or disability) or by the executive for “good reason,” then the unvested portion of his outstanding equity awards will accelerate and vest in full.

Termination without “Good Reason” and/or Death/Disability: Each executive’s offer provides that, upon termination of employment due to death or disability or resignation without “good reason,” the executive will be entitled to accrued base salary, any unpaid annual bonus earned but not yet paid for the fiscal year preceding the fiscal year in which employment was terminated and benefits through the date of termination.

All other terminations of employment: Each executive’s offer letter provides that, upon any other termination of employment, the executive will be entitled only to accrued base salary and benefits through the date of termination.

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Definitions of “Cause” and “Good Reason” and “Change in Control”

The Spofford Employment Agreement defines “cause” generally as such executive’s (i) willful breach of the restrictive covenants in her employment agreement; (ii) willful failure to follow a lawful directive of the board; (iii) willful misconduct or gross negligence in the performance or nonperformance of any of her duties or responsibilities; (iv) dishonesty or fraud with respect to the business or affairs of the Company or its affiliates; (v) conviction of or plea of no contest to any misdemeanor involving theft, fraud, dishonesty, or act of moral turpitude or any felony that in either case results, or would reasonably be expected to result, in material harm to the business or reputation of the Company; or (vi) use of alcohol or drugs in a manner that materially interferes with the performance of performance of the executive’s duties.

The other named executive officers’ offer letters define “cause” generally as such executive’s (i) breach of any material provisions of the employment agreement or offer letter; (ii) failure to follow a lawful directive of the executive’s reporting officer; (iii) negligence in the performance or nonperformance of any of the executive’s duties or responsibilities; (iv) dishonesty, fraud, or willful misconduct with respect to our business or affairs; (v) conviction of or plea of no contest to any misdemeanor involving theft, fraud, dishonesty, or act of moral turpitude or to any felony; or (vi) use of alcohol or drugs in a manner that materially interferes with the performance of the executive’s duties.

The Spofford Employment Agreement defines defined “good reason” generally as: (i) a material diminution in executive’s duties or responsibilities; (ii) (A) executive shall not be the senior most executive officer of Company, (B) executive shall not report directly to the board or (C) any officer of the Company shall not report, directly or through officers reporting to Executive (provided that the board may appoint a chairperson who is designated as an officer of the Company and the Company may establish independent reporting relationships between officers such as the Chief Financial Officer, Chief Compliance Officer or Chief Legal Officers and the board or committees of the board responsible for oversight of substantive areas of the Company reporting or compliance obligations); (iii) a reduction in executive’s title below the title of Chief Executive Officer or President; a material reduction in executive’s base salary, other than an across the board reduction to base salary for all senior executives of the Company of no more than 20% (provided that all such across the board reductions shall not, when aggregated, exceed 20% of executive’s base salary as of the date of the first such reduction); (v) the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform the employment agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; (vi) the relocation of executive’s principal work location outside of the Quincy, Massachusetts, area without executive’s consent; or (vii) any other material breach of the employment agreement by the Company.

The other named executive officers’ offer letters define “good reason” generally as (i) a reduction in such executive’s title below the level of Executive Vice President or Senior Vice President, as applicable; (ii) a material reduction in the executive’s base salary; or (iii) a relocation of their principal work location outside of the Quincy, Massachusetts area.

A “change in control,” as defined in the 2017 Plan and the employment and equity arrangements, generally means (i) the acquisition by any person of beneficial ownership of 50% or more (on a fully diluted basis) of either (A) the then outstanding shares of common stock of the Company or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote in the election of directors, but excluding acquisitions by the Company, TI IV and its permitted transferees or any of their respective affiliates or by any employee benefit plan sponsored by the Company or any of its affiliates, (ii) a change in the composition of our Board of Directors such that members of our Board of Directors during any consecutive 12-month period cease to constitute a majority of our Board of Directors, (iii) the approval by the stockholders of the Company of a plan of complete dissolution or liquidation of the Company, or (iv) the consummation of a reorganization, recapitalization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or sale, transfer or other disposition of all or substantially all of the business or assets of the Company to an entity that is not an affiliate of the Company, unless immediately following such transaction.

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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.

Claire Spofford

Mark Webb

Shelley Liebsch

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Maria Martinez

Elliot Staples

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