Maria Martinez
J.JillAbout Maria Martinez
Maria Martinez, age 57, is Senior Vice President and Chief Human Resources Officer at J.Jill, appointed in November 2023. She holds an M.A. in Industrial/Organizational Psychology (Florida Institute of Technology) and B.S. in Psychology and B.A. in French (University of South Florida), and serves on the Board of Directors of Good360. J.Jill’s FY2024 performance metrics disclosed for pay-versus-performance include Total Shareholder Return (value of $100 investment: $683.00) vs peer group $98.38, Net Income $39,483, and Adjusted EBITDA $107,140 (thousands), highlighting the company’s focus on Adjusted EBITDA and TSR in incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axogen | Chief Human Resources Officer | 2018–2023 | Led HR through rapid growth and cultural transformation |
| HSNi | Chief Human Resources Officer | 2014–2017 | Oversaw multi-billion direct-to-consumer portfolio across nine locations |
| HSNi | Senior HR leadership roles | Beginning in 2010 | Senior HR leadership across HSNi businesses |
| Laser Spine Institute | Vice President, Human Resources | Not disclosed | Established HR function and supported multi-site expansion |
| Bausch & Lomb (U.S. Pharmaceutical division) | HR leadership | Not disclosed | HR leadership roles |
| Darden Restaurants | HR positions | Not disclosed | HR leadership positions |
External Roles
| Organization | Role | Years |
|---|---|---|
| Good360 (non-profit) | Director | Not disclosed |
Fixed Compensation
| Component | FY2024 Amount/Terms | Notes |
|---|---|---|
| Base Salary | $463,500 | Effective April 7, 2024 |
| Target Bonus % (MIP) | 50% of base salary | Approved by Compensation Committee |
| Actual Bonus Paid (MIP) | $185,388 | FY2024 payout reflected 40% of eligible earnings for Martinez |
| Sign-on Bonus | $100,000 | Per offer letter effective September 29, 2023 |
Perquisites and Other Compensation (FY2024)
| Item | Amount ($) |
|---|---|
| Housing stipend | $54,079 |
| Relocation | $33,398 |
| Relocation gross-up | $24,535 |
| 401(k) match | $9,627 |
| Dividend equivalents on unvested awards | $3,518 |
| Other (insurance and immaterial amounts) | $5,633 |
| Total | $130,790 |
Performance Compensation
Annual Management Incentive Plan (MIP) – FY2024
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Mechanics | Martinez Outcome |
|---|---|---|---|---|---|---|---|
| MIP Adjusted EBITDA ($M) | 100% | $95.4 | $112.2 | $129.1 | $106.2 | Sliding scale; 0.5x at threshold; capped at 2.0x; bonus pool increments tied to EBITDA | 40% of eligible earnings; target bonus 50% of base |
Long-Term Incentive Plan (LTI) Mix and Grants
| Grant | Metric | Weighting | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance / Payout |
|---|---|---|---|---|---|---|---|
| Annual LTI mix | RSUs | 50% | Ongoing policy | — | — | Time-based; 1/3 annually over 3 years | N/A (time-based) |
| Annual LTI mix | PSUs (Adjusted EBITDA) | 25% | Ongoing policy | — | — | Earned annually, vest at end of 3-year period | Internal performance alignment |
| Annual LTI mix | PSUs (Absolute TSR) | 25% | Ongoing policy | — | — | Vest at end of 3-year period | External shareholder return alignment |
| FY2024 annual grant | RSUs | — | 4/1/2024 | 4,480 | $321,129 | 33.3% on 4/1/2025, 4/1/2026, 4/1/2027 | Time-based |
| FY2024 annual grant | PSUs (target) | — | 4/1/2024 | 4,358 (target) | — | Vest at end of period (TSR PSUs) and on eligibility dates (Adj EBITDA PSUs) | Adj EBITDA FY2024 actual 107.1; payout 88.8% for eligible PSUs |
| Sign-on equity | RSUs | — | 9/29/2023 (start date) | Dollar value $255,000 (shares determined by 30-day avg price) | $255,000 | Vest in equal installments on each of the first three anniversaries | Retention-focused |
| Retention award | RSUs (stock-settled) | — | Effective 3/24/2025 | Dollar value $477,400 (shares determined per grant) | $477,400 | 50% on first anniversary; remaining 50% vests 12.5% each quarter beginning April 1, 2026 | Immediate vesting of unvested RSUs upon Qualifying Termination within 2 years |
PSU Performance Calibration (FY2024)
| Grant Year | Metric | Weight | Threshold (Payout) | Target (Payout) | Max (Payout) | Actual | Eligible PSU Payout |
|---|---|---|---|---|---|---|---|
| 2024 | Adjusted EBITDA ($M) | 25% | 89.8 (50%) | 112.2 (100%) | 134.6 (200%) | 107.1 | 88.8% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of April 7, 2025) | 3,233 shares; less than 1% of shares outstanding (out of 15,283,043) |
| Unvested RSUs (as of Feb 1, 2025) | 5,378 (grant 12/27/2023; 33.3% vesting on 12/27/2025 and 12/27/2026) |
| Unvested RSUs (as of Feb 1, 2025) | 4,390 (grant 4/1/2024; 33.3% vesting on 4/1/2025, 4/1/2026, 4/1/2027) |
| Unearned PSUs (as of Feb 1, 2025) | 4,308 (FY2024 grant; eligible Adjusted EBITDA PSUs vest Jan 29, 2028; 2023 grant eligible PSUs vest Jan 30, 2027) |
| Stock Ownership Guidelines | 1x base salary for SVP+; 5-year compliance window from Feb 1, 2025 or appointment date; covered NEOs met or were on track as of proxy date |
| Hedging/Pledging Policy | Prohibits margin purchases, short-sales, and derivatives; requires prior approval for any long-term hedging; policy addresses hedging and pledging under the Securities Trading Policy (Exhibit 19.1 to 10-K filed April 1, 2025) |
| Pledged Shares | No pledging disclosed for Martinez |
| Options | No stock options disclosed for Martinez in FY2024 |
Employment Terms
| Term | Detail |
|---|---|
| Offer Letter Effective Date | September 29, 2023 (SVP, CHRO) |
| Base Salary | $450,000 initially; currently $463,500 (effective April 7, 2024) |
| Annual Bonus Target | 50% of base salary; up to 200% of target for exceptional performance |
| Sign-on Bonus | $100,000 |
| Sign-on RSUs | $255,000 grant date fair value; vest in equal installments over 3 years |
| Restrictive Covenants | 12-month non-compete; 12-month non-solicit of customers; 12-month non-solicit of employees/agents/contract workers; confidentiality and IP assignment |
| Severance Eligibility | Entitled to severance upon certain terminations, as described in proxy termination/CIC table |
| Clawback Policy | NYSE-compliant incentive compensation recovery policy covering 3 fiscal years preceding any required restatement; adopted 2023 |
Estimated Payments Upon Termination or Change in Control (as of Feb 1, 2025)
| Element of Pay | Termination For Cause or Resignation Without Good Reason | Termination Without Cause or Resignation With Good Reason | Death or Disability | Change-in-Control |
|---|---|---|---|---|
| Severance | $0 | $463,500 | $0 | $463,500 |
| Cash Bonus | $0 | $185,388 | $185,388 | $185,388 |
| RSUs | $0 | $0 | $0 | $266,849 |
| PSUs | $0 | $0 | $0 | $77,722 |
| Health Benefits Payment | $0 | $22,424 | $0 | $22,424 |
| Accrued but Unused Vacation | $17,831 | $17,831 | $17,831 | $17,831 |
| Total | $17,831 | $689,143 | $203,219 | $1,033,714 |
Vesting Schedules and Potential Insider Selling Pressure
- Upcoming RSU vesting milestones include: 12/27/2025 and 12/27/2026 for the 12/27/2023 grant; 4/1/2026 and 4/1/2027 for the 4/1/2024 grant .
- Retention RSUs of $477,400: 50% vests on 3/24/2026; remaining 50% vests 12.5% per quarter beginning April 1, 2026; unvested Retention RSUs accelerate upon Qualifying Termination within two years of 3/24/2025 .
- No options outstanding and no pledging disclosed, reducing forced selling risk from margin calls; dividend equivalents accrue additional RSUs/PSUs, modestly increasing vesting shares over time .
Compensation Structure vs Performance Metrics
- MIP tied 100% to MIP Adjusted EBITDA, with FY2024 actual $106.2M resulting in a 40% of eligible earnings payout for Martinez (target bonus 50% of base) .
- LTI mix balances RSUs (50%), Adjusted EBITDA PSUs (25%), and absolute TSR PSUs (25%), aligning equity compensation to both operating performance and shareholder return; FY2024 Adjusted EBITDA PSU eligibility at 88.8% based on $107.1M actual vs targets .
- Pay-versus-performance table highlights strong TSR outcomes for FY2024 (company $683.00 vs peer $98.38) alongside Net Income $39,483 and Adjusted EBITDA $107,140 (thousands) .
Equity Ownership & Alignment Details
| Category | Data |
|---|---|
| Beneficial shares owned | 3,233 (<1% of outstanding) |
| Outstanding unvested equity (Feb 1, 2025) | RSUs: 5,378 (12/27/2023), 4,390 (4/1/2024); PSUs: 4,308 (unearned) |
| Ownership policy multiple | 1x base salary for SVP+; five-year compliance runway; Martinez met or on track |
| Hedging/pledging policy | No margin/short-sales/derivatives; prior approval required for long-term hedging; policy covers hedging/pledging |
Investment Implications
- Alignment: Incentives are concentrated in Adj EBITDA and TSR, with a balanced RSU/PSU mix; FY2024 PSU eligibility of 88.8% signals operational performance near target, supporting pay-for-performance credibility .
- Retention: The $477,400 retention RSUs with 50% cliff at one year and quarterly vesting beginning in 2026, plus acceleration upon Qualifying Termination, reduce near-term attrition risk; upcoming vest dates in 2026–2027 could create incremental liquidity events, but lack of pledged shares limits forced selling .
- Severance/CIC economics: Estimated CIC value pathways include accelerated equity ($266,849 RSUs; $77,722 PSUs) plus cash elements; severance equals current base salary ($463,500) under without-cause/good-reason, modest versus market, suggesting controlled downside economics and limited golden parachute risk .
- Ownership: Beneficial ownership is small (<1%), but policy requires 1x salary and management indicates compliance/on-track, which, combined with continued RSU vesting, supports increasing alignment over time .