Jill Ramsey
About Jill Ramsey
Jill Ramsey is a Class III director at a.k.a. Brands (AKA), age 52 as of April 15, 2025, serving on the Board since September 2021; she was CEO from May 2020 to March 9, 2023 and transitioned to Strategic Advisor to the CEO on November 7, 2023, remaining on the Board through her term expiring at the 2027 annual meeting . Her background spans senior e-commerce leadership at Macy’s (Chief Product & Digital Revenue Officer), eBay (VP Merchandising), and 15 years in Walmart eCommerce; she holds an MBA (Kellogg, Northwestern) and a B.A. (University of Chicago) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| a.k.a. Brands | Chief Executive Officer | May 2020 – Mar 9, 2023 | Led company through IPO period; transitioned due to medical issues; remained active as health allowed |
| a.k.a. Brands | Strategic Advisor to the CEO | Nov 7, 2023 – present | Advisory role following CEO tenure |
| Macy’s, Inc. | Chief Product & Digital Revenue Officer | Dec 2017 – Apr 2020 | Led macys.com and mobile app; drove digital, agile, data/customer-centric shift |
| eBay | Vice President, Merchandising | Nov 2015 – Dec 2017 | Led all verticals (ex-auto) and support functions |
| Walmart (eCommerce) | Merchandising/eCommerce leadership | ~15 years (dates not individually specified) | Led merchandising across categories |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flexco (global conveyor components manufacturer) | Director | Not disclosed (current) | Governance and Compensation Committees |
Board Governance
- Committee assignments (AKA): Member, Nominating & Corporate Governance Committee; not on Audit or Compensation Committees .
- Committee chairs: Nominating & Governance Committee chaired by Christopher Dean (Summit); Audit chaired by Sourav Ghosh; Compensation chaired by Matthew Hamilton (Summit) .
- Independence: AKA is a NYSE “controlled company” under Summit’s majority control and relies on the controlled company exemption for Nominating Committee composition; the Board identified six directors as independent (Dean, Eskenazi, Ghosh, Hamilton, McCormick, Thompson), which does not include Ramsey (she is a former CEO and current employee as Strategic Advisor) .
- Attendance and engagement: In 2024 the Board met 9 times; Audit 4, Compensation 6, Nominating 4; each director attended at least 75% of meetings during their tenure, and all eight current directors attended the 2024 annual meeting .
- Shareholder voting signal: At the May 27, 2025 annual meeting, all Class I nominees were elected with strong support (e.g., Dean 7,811,450 For vs. 52,105 Withheld; broker non-votes 429,388), and PwC LLP was ratified (8,270,468 For) .
- Other governance features: Chair and CEO roles are separate; independent director executive sessions are held regularly; hedging and pledging of company stock by directors/officers is prohibited .
Fixed Compensation
| Item | Policy/Amount | Applies to Ramsey? |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000, paid monthly | No – directors who are employees or Summit-affiliated do not receive director pay |
| Committee retainers | Audit: $15,000; Compensation: $10,000; Nominating: $7,500 | No – see above |
| Chair/Lead Independent premium | $20,000 | Not applicable (not Chair/Lead) |
| Expense reimbursement/indemnification | Standard reimbursement; indemnified under bylaws | Yes (policy applies to directors) |
Note: Ramsey remains employed by the Company as Strategic Advisor; non-employee director fee policy excludes employee directors from director compensation . No specific cash compensation for her advisory role is disclosed in the 2025 proxy.
Performance Compensation
| Component | Structure | Metrics | Applies to Ramsey? |
|---|---|---|---|
| Annual director equity | RSUs with $100,000 grant-date value; 1-year vesting | Time-based only; no performance metrics | No – not eligible as an employee director |
| Stock options to directors | Not regularly granted; timing not tied to MNPI | N/A | N/A |
| Company-wide clawback policy | Executive incentive compensation recoupment adopted Nov 27, 2023 (effective Oct 2, 2023) in compliance with NYSE/SEC | Restatement-based recovery | Policy-level governance feature |
Other Directorships & Interlocks
| Entity | Public/Private | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| Flexco | Private (not disclosed as public) | Director; Governance & Compensation Committees | None disclosed with AKA; no interlock reported in proxy |
| AKA Nominating & Governance | Public | Member | Committee relies on controlled company exemption; chaired by Summit affiliate Christopher Dean |
Expertise & Qualifications
- E-commerce and digital operations leadership at Macy’s, eBay, Walmart; deep merchandising and omnichannel experience .
- Board/governance experience via Flexco Governance & Compensation Committees .
- Education: MBA (Kellogg School of Management, Northwestern); B.A. University of Chicago .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Jill Ramsey | 1,000 | * (<1%) | Outstanding shares: 10,690,842 as of Apr 15, 2025 |
| Pledging/Hedging | — | — | Company policy prohibits hedging and pledging by directors/officers |
Governance Assessment
- Independence and committee composition: Governance risk stems from controlled company status under Summit (56.6% owned via New Excelerate, L.P.) and reliance on exemptions—Nominating Committee includes a Summit affiliate as Chair and Ramsey as an employee director; Compensation Committee includes a Summit affiliate as Chair .
- Director independence: Ramsey is not listed among independent directors, reflecting her status as former CEO/current employee; this reduces independent oversight on the Nominating Committee .
- Ownership alignment: Ramsey’s direct beneficial ownership is minimal (1,000 shares; <1%), offering limited “skin in the game” versus significant sponsor control; however, hedging/pledging is prohibited, supporting alignment with shareholders .
- Attendance and engagement: Meets minimum expectations—at least 75% meeting attendance and attendance at the 2024 annual meeting, supporting baseline engagement .
- Shareholder signals: Strong support for Board nominees and auditor ratification at the 2025 annual meeting suggests current investor acceptance of governance/board composition, despite controlled company structure .
- Controls and accountability: Adoption of an NYSE/SEC-compliant clawback policy and prohibition on hedging/pledging are positive governance controls .
RED FLAGS:
- Controlled company structure with Summit nomination and committee participation rights; Nominating Committee not fully independent .
- Ramsey is a non-independent director serving on the Nominating & Governance Committee under the controlled company exemption .
- Low personal ownership (<1%) potentially limits alignment versus sponsor influence .
Skipped items: No Form 4 insider trading data for Ramsey and no Ramsey-specific cash/equity compensation amounts were disclosed in the 2025 proxy; non-employee director pay policy does not apply to her as an employee director .