J.Jill (JILL) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 3, 2025, with voting on four key proposals, including director elections, auditor ratification, equity plan approval, and a say-on-pay advisory vote.

• Shareholders of record as of April 7, 2025, are entitled to vote, with 15,283,043 shares outstanding.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Election of five directors: three Class II (term to 2028), one Class I (term to 2027), and one Class III (term to 2026).

• Ratification of Grant Thornton LLP as independent auditor for the fiscal year ending January 31, 2026.

• Approval of the Amended & Restated 2017 Omnibus Equity Incentive Plan, increasing share reserve by 750,000 shares and extending plan term.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eight directors; TowerBrook Capital Partners, with 48% ownership, retains rights to designate directors.

• Board committees (Audit, Compensation, Nominating/Governance/ESG) are fully independent and compliant with NYSE/SEC rules.

• Recent CEO transition: Mary Ellen Coyne to succeed Claire Spofford as CEO and director effective May 1, 2025.

• Board and committee meetings were well-attended, with all directors meeting attendance requirements.