Mark Webb
J.JillAbout Mark Webb
Mark Webb, 53, serves as Executive Vice President, Chief Financial Officer (since May 2019) and Chief Operating Officer (since July 2021) at J.Jill. He holds a BSBA in Accounting and Finance from the University of Arizona and previously led FP&A/Treasury at Hudson’s Bay Company and served as CFO for Gap Brand and INTERMIX at Gap Inc. . Under his tenure, incentive design has been anchored on Adjusted EBITDA and absolute TSR; for FY2024 the company delivered MIP Adjusted EBITDA of $106.2M (below target), with NEO bonus outcomes scaled accordingly .
Company performance context:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | $618,528,000* | $608,043,000* | $610,857,000 |
| EBITDA ($) | $107,500,000* | $110,460,000* | $99,401,000* |
| Values retrieved from S&P Global.* |
Pay-versus-performance (company-level) during Webb’s tenure:
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Value of $100 initial investment (Company TSR) | $370.97 | $642.68 | $591.32 | $683.00 |
| Peer Group TSR (S&P Retail Select Industry Index) | $91.23 | $81.43 | $85.03 | $98.38 |
| Net Income ($) | ($28,143,000) | $42,175,000 | $36,201,000 | $39,483,000 |
| Adjusted EBITDA ($000) | $91,786 | $109,437 | $112,237 | $107,140 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gap Inc. | SVP, CFO – Gap Brand & INTERMIX | 2013–2017 | Led brand finance; multi-brand operating finance discipline |
| Hudson’s Bay Company | SVP, Chief FP&A & Treasury Officer | 2018–2019 | Oversaw enterprise FP&A and treasury through retail transformation |
| J.Jill | EVP & CFO; later COO (also CFO) | 2019–present | Finance leadership; expanded remit to operations to drive execution |
External Roles
No external directorships or public board roles disclosed for Mark Webb in J.Jill’s proxy/8‑K filings .
Fixed Compensation
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Base Salary | $737,900 | Effective April 7, 2024 |
| Target Bonus % | 75% of base salary (MIP) | FY 2024 |
| Actual Bonus Paid | $442,710 | FY 2024 |
| Stock Awards (Grant-Date Fair Value) | $3,642,847 | FY 2024 |
| Perquisites/Other | 401(k) match $11,226; dividend equivalents $24,106; other $2,953; total $38,285 | FY 2024 |
| Retirement Program | 401(k) with company match; no DB pension, no nonqualified deferred comp | Ongoing |
Performance Compensation
Annual (MIP) – FY 2024
| Metric | Weighting | Threshold | Target | Actual | Payout Mechanics | Individual Payout |
|---|---|---|---|---|---|---|
| MIP Adjusted EBITDA | 100% | $95.4M | $112.2M | $106.2M | 80.4% of target pool (below target/above threshold) | 60% of target for Webb |
Notes:
- MIP Adjusted EBITDA definition includes certain non-recurring/out-of-period items; capped at 2.0x payout; individual target bonus up to 200% for exceptional performance .
Long-Term Incentives (2017 Plan) – Structure and 2024 Grants
| Award Type | Weight | 2024 Grant Details | Vesting | Performance Basis |
|---|---|---|---|---|
| RSUs | 50% | 29,948 RSUs on 4/1/2024 ($2,150,157 FV) | 1/3 annually over 3 years | Time-based |
| Adjusted EBITDA PSUs | 25% | 14,606 target PSUs on 4/1/2024 | Earned annually vs 3-year goals; eligible PSUs vest at end of 3-year period | Adjusted EBITDA (multi-year) |
| TSR PSUs | 25% | 14,605 target PSUs on 4/1/2024 (implied from total) | Vest at end of 3-year performance period | Absolute TSR (3-year CAGR) |
| Retention RSUs | — | 56,050 RSUs on 12/13/2024 ($1,492,690 FV) | 50% on first anniversary (12/13/2025); remaining 50% vests 12.5% each quarter during 2026 (beginning Q1 2026) | Time-based (retention) |
FY2024 PSU performance calibration:
- 2024 Adjusted EBITDA targets: Threshold $89.8M; Target $112.2M; Max $134.6M. Actual $107.1M → 88.8% performance score for 2024 tranche of PSUs (eligible; vests after full period) .
Plan governance and clawbacks:
- Double-trigger equity vesting upon change-of-control; no option repricing; one-year minimum vesting; prohibition on current payment of dividends on unvested/unearned awards under A&R 2017 plan . Company clawback policy compliant with NYSE (recoupment of erroneously awarded incentive comp over prior three fiscal years upon a restatement) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/7/2025) | 78,811 shares; <1% of outstanding (15,283,043 shares) |
| Prior Ownership Snapshots | 76,207 shares (as of 4/9/2024; 10,747,847 shares outstanding) ; 60,228 shares (as of 4/4/2023; 10,580,802 shares outstanding) |
| Unvested RSUs (FYE 2/1/2025) | 5,095 (6/15/2021) [$139,192]; 3,777 (7/12/2021) [$103,196]; 10,451 (3/31/2022) [$285,510]; 6,193 (3/29/2023) [$169,187]; 29,424 (4/1/2024) [$803,860]; 56,050 (12/13/2024 Retention) [$1,531,297] |
| Unvested PSUs (FYE 2/1/2025) | 9,095 (3/29/2023) [$248,475]; 28,875 (4/1/2024) [$788,857] |
| Upcoming Vesting Milestones | 3/29/2026 (RSUs 33.3% for 3/29/2023); 6/15/2025 (RSUs 25% for 6/15/2021); 7/12/2025 (RSUs 25% for 7/12/2021); 4/1/2025–2027 (RSUs annually for 4/1/2024); 1/30/2027 (eligible PSUs from 2023 grants); 1/29/2028 (eligible PSUs from 2024 grants); 12/13/2025 (Retention RSUs 50%); quarterly 2026 (Retention RSUs 12.5% per quarter) |
| Stock Ownership Guidelines | CFO required minimum holding: 2x base salary; named execs either met requirement or were on track as of proxy date |
| Hedging/Pledging | Prohibits short-term/speculative transactions (short sales, options) and purchasing stock on margin; long-term hedges require prior approval |
| Options | Company did not grant stock options in FY2024 and does not currently plan to grant options; none exercised by NEOs in FY2024 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Offer Letter & Amendment | Effective April 12, 2019; amended July 12, 2021 to add COO role and 15,000 RSUs; current base salary $737,900; target bonus 75% |
| Non-Compete & Non-Solicit | 12-month post-employment non-compete; 12-month non-solicit of customers and employees |
| Severance (no CIC) | If terminated without cause or resigns for good reason: 12 months base salary; 12 months medical/dental coverage (costs shared as before); any unpaid prior-year annual bonus |
| Change-in-Control (Equity) | If awards are not assumed or if terminated within 12 months post-CIC after assumption: RSUs accelerate; PSUs convert/accelerate subject to target or actual performance and timing (12-month rule) |
| Qualifying Termination (Retention RSUs) | For retention RSUs granted 12/13/2024, unvested portion vests upon Qualifying Termination within two years of grant; otherwise forfeiture upon non-qualifying termination |
| Lock-up (Secondary Offering) | Executives, including Mark Webb, signed lock-up agreements in connection with June 2024 offering; limited exceptions and 10b5‑1 plan establishment allowed (no transfers during lock-up) |
Compensation Structure Analysis
- Mix and at-risk pay: Balanced cash/equity with significant at-risk components via MIP and PSUs; long-term mix 50% RSUs / 25% Adjusted EBITDA PSUs / 25% TSR PSUs aligns with internal profitability and shareholder value creation .
- Pay-for-performance calibration: FY2024 MIP paid below target (60% for Webb) reflecting under-target MIP Adjusted EBITDA, while PSUs earned below target for 2024 tranche (88.8% score) pending 3-year vesting—consistent with disciplined payout mechanics .
- Governance strength: Double-trigger CIC vesting, NYSE-compliant clawback, minimum vesting standards, and prohibition on repricing and dividend payments on unvested/unearned awards under A&R 2017 plan .
- Target benchmarking: Compensation committee uses a peer group and generally aims at median total compensation; peers include CTRN, DLTH, SCVL, ZUMZ, VRA, MOV, etc. .
Investment Implications
- Alignment and retention: Webb’s equity-heavy package, stock ownership guideline (2x salary) compliance/on-track, and double-trigger CIC provisions support alignment; retention RSUs (50% vesting at 12/13/2025 and quarterly in 2026) materially reduce near-term flight risk through 2026 .
- Insider supply dynamics: Multiple scheduled RSU vests in 2025–2026 (including the 12/13/2025 retention tranche and quarterly vests in 2026), plus annual tranches from 2024 RSUs, may create periodic sell-to-cover pressure; PSUs do not settle until 2027–2028, deferring larger equity settlements .
- Performance linkage: FY2024 cash incentive reflected below-target performance (MIP Adjusted EBITDA); PSUs retain leverage to multi-year EBITDA and TSR outcomes, aligning Webb’s realized pay with execution over 2023–2026 .
- Governance risk mitigants: NYSE-compliant clawback, hedging limits, and no options/repricing reduce adverse shareholder-alignment risks; no disclosure of pledging or related-party conflicts tied to Webb .
Overall, Webb’s compensation and ownership design is aligned with profitability and shareholder returns, with clear retention scaffolding into 2026 and disciplined payout calibration tied to EBITDA performance and absolute TSR .