Jyothi Rao
J.JillAbout Jyothi Rao
Independent Class I director of J.Jill since July 2021; age 56. Former CEO/President of INTERMIX with deep digital retail, merchandising, and brand-building experience across Gap Inc., Calvin Klein, and Gilt.com. B.B.A. in Marketing from the University of Texas at Austin. Current Class I term expires at the 2027 Annual Meeting; the Board has determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| INTERMIX | Chief Executive Officer & President | Started 2014; end date not disclosed | Led omni-channel boutique retailer; curated established/emerging designer brands |
| Gilt.com | EVP & General Manager | Not disclosed | Instrumental in scaling to a leading digital fashion site |
| Calvin Klein | SVP & General Manager | Not disclosed | Launched Specialty Retail division |
| Gap Inc. | Multiple leadership/merchandising roles | 16 years (dates not disclosed) | Broad merchandising leadership in U.S. women’s segment |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Careismatic Brands | Director | 2024 | Healthcare apparel/brands; no disclosed J.Jill conflict |
| Bubble Beauty | Board Advisor | 2020 | Gen Z skincare |
| Contentsquare | Board Advisor | 2020 | E‑commerce experience analytics |
| SALUTE (non-profit) | Board Member | Not disclosed | Promotes South Asian women leaders |
Board Governance
- Committee memberships: Compensation Committee (member) and Nominating, Governance & ESG Committee (member); not on Audit. Committee chairs are Shelley Milano (Compensation), Michael Eck (Audit), and Andrew Rolfe (Nominating) .
- Independence: Board determined Rao is independent; J.Jill ceased “controlled company” status on June 14, 2024 and is phasing committees to full independence (Audit and Nominating currently fully independent) .
- Attendance: Board met 13 times in FY 2024; committees met 18 times collectively (Audit 8, Compensation 6, Nominating 4). All directors attended at least 75% of aggregate Board/committee meetings .
- Executive sessions: Non-management directors meet at least quarterly; independent directors meet at least annually; Chairman presides .
- Board leadership: Separate Chair (Michael Rahamim) and CEO roles; Chairman presides over executive sessions .
- Principal stockholder influence: TowerBrook owned 48% as of April 7, 2025 and retains designation rights for nominees proportionate to ownership; no longer a “controlled company,” but Stockholders Agreement still provides significant consent rights while ownership remains high .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Cash fees earned (retainer + committee fees) | $69,478 |
| All other compensation (dividend equivalents on unvested awards) | $792 |
| Total cash + other | $70,270 |
Director fee schedule:
| Role | Annual Cash Retainer ($) | Annual Equity Award Value ($) |
|---|---|---|
| Chairman of the Board | $90,000 | $100,000 |
| Board Member | $60,000 | $100,000 |
| Audit Chair | $20,000 | n/a |
| Compensation Chair | $12,000 | n/a |
| Other Committee Chair | $10,000 | n/a |
| Audit Committee Member | $7,500 | n/a |
| Other Committee Member | $5,000 | n/a |
Performance Compensation
| Equity Component | Grant | Units | Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSUs (time-based) | 4/1/2024 | 3,761 RSUs | $122,421 | One-year anniversary of grant |
| Dividend equivalents RSUs | Credited | 27 RSUs | n/a | Vests with underlying RSUs |
Performance metrics for directors:
| Metric | FY 2024 |
|---|---|
| PSUs or performance-linked director equity | None disclosed; directors received time-based RSUs only |
Policy note: Starting with the Amended & Restated 2017 Plan, no dividends/dividend equivalents are payable on unvested or unearned awards, enhancing alignment versus prior practice where dividend equivalents were credited to unvested director RSUs .
Other Directorships & Interlocks
| Company/Entity | Sector Overlap with J.Jill | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| Careismatic Brands | Low (medical apparel) | Not disclosed | None disclosed |
| Bubble Beauty | Low (skincare) | Advisor | None disclosed |
| Contentsquare | Low (software) | Advisor | None disclosed |
| SALUTE | Non-profit | Board Member | None disclosed |
Expertise & Qualifications
- Retail leadership in U.S. women’s apparel; merchandising; digital/omnichannel strategy .
- Marketing degree; demonstrated brand-building and e-commerce growth expertise .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of Apr 7, 2025) | 14,838 shares; less than 1% of outstanding |
| Unvested director RSUs outstanding (FY 2024) | 3,788 (includes 27 dividend equivalents) |
| Director stock ownership guideline | 4x annual cash retainer; 5-year compliance window from Feb 1, 2025 or appointment date |
| Hedging/pledging policy | Prohibits short-sales, margin purchases, and derivatives; prior approval required for any long-term hedging |
| Clawback policy | Incentive-based compensation recovery in event of material restatement; SEC/NYSE compliant |
Governance Assessment
- Strengths: Independent director; dual committee service (Compensation and Nominating/ESG); attendance threshold met; Board uses independent consultant (FW Cook) for compensation; hedging/derivative restrictions and clawback policy in place; evolving equity plan governance (no dividends on unvested/unearned awards) .
- Alignment: Director equity granted annually (time-based RSUs) and stock ownership guideline of 4x retainer should increase skin-in-the-game over the 5-year compliance window .
- Watch items: Significant TowerBrook ownership (48%) maintains nomination rights and broad consent rights, which can influence board dynamics despite loss of “controlled company” status in June 2024; continued monitoring of committee independence milestones and board refresh important for investor confidence .
- Related-party exposure: No related-party transactions disclosed for Rao. Recent consulting agreement with a former director (Elm Street/James Scully) was approved by Audit Committee and reduced option grant size in March 2025; governance process followed, but continue oversight on deliverables and value .