Elliot Staples

About Elliot Staples

Elliot Staples is Senior Vice President and Creative Director at J.Jill, with 30+ years of design leadership. He joined J.Jill in February 2019; age 55; BFA in fashion/apparel design from FIT (NYC) . His remit spans Design & Creative Marketing, with prior impact turning The Limited to profitability in 2009 and leading brand-defining design at Gap during a decade of growth . Company performance context during his current tenure includes strong Adjusted EBITDA and net income progression.

Past Roles

External Roles

• None disclosed in the proxy for Staples .

Fixed Compensation

Performance Compensation

Annual MIP (Short-Term Incentive)

• Definition: MIP Adjusted EBITDA adds back equity comp, impairments, write-offs, fair value adjustments and certain non-recurring costs; differs from reported Adjusted EBITDA for plan integrity .
• Range mechanics: Payout pool increments scale above threshold (0.13 per dollar to target; 0.24 per dollar above target; capped at 2.0x) .

Long-Term Incentive Mix and Vesting

2024 PSU performance outcomes:

• 2023 Grant: Adjusted EBITDA threshold $91.4M, target $114.2M, max $137.0M; actual $107.1M → 84.5% payout for 2024 performance year .
• 2024 Grant: Adjusted EBITDA threshold $89.8M, target $112.2M, max $134.6M; actual $107.1M → 88.8% payout for 2024 performance year .

FY 2024 Grants – Staples

Equity Ownership & Alignment

• Beneficial Ownership: 6,007 shares (<1% outstanding) . Shares outstanding 15,283,043 → ownership ≈ 0.039% (derived from disclosed figures) .
• Outstanding Unvested Equity (Staples, at 1/31/2025):
  • RSUs by grant: 2,593 (6/15/2021); 5,253 (3/31/2022); 301 (10/03/2022); 3,211 (3/29/2023); 5,078 (4/01/2024) .
  • PSUs eligible/unearned by grant: 4,717 (3/29/2023); 4,983 (4/01/2024) .
  • Market values per grant disclosed at $27.32 closing price on 1/31/2025 .
• Dividends on Unvested Awards: A&R 2017 Plan prohibits current payment of dividends on unvested/unearned awards; dividend equivalents, if any, accrue and settle with award vesting .
• Stock Ownership Guidelines: SVP level minimum 1x base salary; executives have five years from Feb 1, 2025 or appointment to comply; covered NEOs met or were on track as of proxy date .
• Hedging/Pledging: Policy prohibits short sales, margin purchases, and derivatives; long-term hedging requires prior approval. No pledging disclosed for Staples .

Employment Terms

• Role/Start: Offer letter effective Dec 14, 2018; joined J.Jill February 2019 as SVP, Creative Director .
• Compensation structure (offer letter): Base salary initially $475,000 (currently $536,100); sign-on bonus $75,000; sign-on RSUs $475,000; target annual bonus 45% (now 50%); up to 200% of target for exceptional performance .
• Restrictive covenants: 12-month non-compete; 12-month non-solicit of customers and employees; confidentiality and IP assignment .
• Severance (without Cause / Good Reason resignation): 12 months base salary continuation; medical/dental for 12 months; prior-year unpaid bonus; subject to release and covenant compliance; Section 280G cutback if applicable .
• Change-in-Control (Double Trigger): If awards not assumed, or if assumed and terminated within 12 months post-CIC without Cause/for Good Reason, full acceleration of RSUs; PSUs convert at target or based on actual performance for completed years, per timing rules .
• Retention Award: One-time cash retention of $1,072,200 (granted Dec 15, 2024); 50% vests on first anniversary; remaining 50% vests 12.5% per quarter through 2026, contingent on continued employment .

Vesting Schedules (Key Dates)

Compensation Structure Analysis

• Cash vs Equity Mix: FY 2024 total comp $1,142,216 comprised of salary $533,400, stock awards $373,625, MIP $214,427, other $20,764—balanced mix with majority at risk in equity/MIP .
• Shift to RSUs/PSUs: Long-term incentives are 50% RSUs, 50% PSUs (EBITDA/TSR) aligning with shareholder value creation; no stock options granted in FY 2024 for employees .
• Retention Emphasis: One-time retention cash award increases guaranteed pay elements temporarily, designed to secure continuity during CEO succession .
• Clawback: NYSE-compliant Incentive-Based Compensation Recovery Policy adopted in 2023 covering three fiscal years preceding any restatement .
• Governance Safeguards: Double-trigger CIC vesting; no option repricing without shareholder approval; minimum one-year vesting under A&R 2017 Plan .

Equity Ownership & Alignment Details

Investment Implications

• Alignment: High share-based incentive weight (RSUs/PSUs) and ownership guidelines tie Staples’ outcomes to J.Jill’s stock and EBITDA/TSR performance; governance features (no repricing, clawbacks) support investor alignment .
• Retention Risk/Pressure: The 2024 retention cash introduces scheduled vesting milestones in 2025–2026, reducing near-term departure risk; severance is moderate (12 months salary/benefits), with CIC double-trigger accelerants—monitor vest dates for potential discretionary sales post-tax withholding on RSU vestings .
• Performance Levers: Short-term pay is driven by MIP Adjusted EBITDA (80.4% payout for FY 2024), while long-term PSUs hinge on Adjusted EBITDA and absolute TSR—continued EBITDA discipline and TSR improvement are direct pay drivers .
• Ownership Scale: Direct ownership is modest vs. total outstanding; however, significant unvested RSU/PSU balances and guideline requirements provide meaningful economic exposure; no pledging disclosed, reducing alignment red flags .