Mary Ellen Coyne
J.JillAbout Mary Ellen Coyne
Mary Ellen Coyne, 59, became Chief Executive Officer and President of J.Jill effective May 1, 2025, and concurrently joined the Board of Directors as a Class III director with a term expiring at the 2026 Annual Meeting. She holds a B.B.A. from Loyola University in Maryland and brings three decades of merchandising and operating leadership across J.McLaughlin (CEO, 2016–2025) and Ralph Lauren, with earlier roles at Victoria’s Secret, Gap and Ann Taylor, beginning her career in the Macy’s Training Program . Company performance context heading into her tenure: J.Jill reported FY2024 net income of $39.5M and Adjusted EBITDA of $107.1M, and the value of a $100 initial investment (TSR measure) stood at $683 as of FY2024, versus $591 in FY2023 and $642 in FY2022 .
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Company TSR – Value of $100 | $370.97 | $642.68 | $591.32 | $683.00 |
| Peer Group TSR – Value of $100 | $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 |
|---|---|---|---|
| J.McLaughlin | Chief Executive Officer | 2016–Apr 2025 | Revitalized brand, expanded retail footprint, enhanced e‑commerce, drove growth in sales and profitability . |
| Ralph Lauren | Chief Merchandising Officer, Women’s and Children’s (prior roles over 15 years) | ~2001–2016 | Senior leadership across merchandising; scaled businesses and product . |
| Victoria’s Secret; Gap; Ann Taylor | Merchandising roles | N/A | Merchandising leadership across major retail brands . |
| Macy’s | Macy’s Training Program (career start) | N/A | Foundational retail and merchandising training . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Arch School | Board of Trustees | N/A | Governance/education role . |
| Teddy Vonranson | Board of Trustees | N/A | Governance role at fashion brand . |
| Women in Retail Leadership Circle | Member | N/A | Industry leadership network . |
Fixed Compensation
| Element | Amount / Terms | Source |
|---|---|---|
| Base Salary | $1,000,000 annually . | |
| Target Annual Bonus | 100% of base salary . | |
| Sign-on Cash Bonus | $1,750,000, payable following the one-month anniversary of Start Date; subject to after-tax repayment if terminated for cause or resignation without good reason within first year . | |
| Housing Stipend | $90,000 per year for first three years of employment . | |
| Legal Fee Reimbursement | Up to $25,000 related to Employment Agreement . | |
| Annual Equity Eligibility | Annual equity grant equal to 100% of then-current base salary, per company equity plan . |
Performance Compensation
| Program | Metric/Structure | Weighting/Target | Vesting/Pay Curve | Source |
|---|---|---|---|---|
| Management Incentive Plan (MIP) | Company-wide MIP Adjusted EBITDA (definition specified) . | CEO target = 100% of base; (2024: NEOs varied) . | 0–200% of target; 2024 thresholds: Threshold $95.4M (0.5x), Target $112.2M (1.0x), Max $129.1M (2.0x); 2024 actual $106.2M → 80.4% payout . | |
| Long-Term Incentive (LTI) Design (Company program) | RSUs + PSUs under 2017 Plan . | Mix: 50% RSUs; 25% Adjusted EBITDA PSUs; 25% absolute TSR PSUs . | RSUs: 1/3 per year over 3 years . Adjusted EBITDA PSUs: three single-year goals over 3-year performance period; earned each year, all eligible PSUs vest at end of year 3 (e.g., 2023 grants vest 1/30/2027; 2024 grants vest 1/29/2028) . TSR PSUs: 3-year performance/vesting . | |
| CEO Sign-on Equity | RSUs with grant date value $2,250,000, granted on one-month anniversary of Start Date; vests in equal installments on first, second, and third anniversaries of grant date; subject to clawback and cause cancellation . | N/A | 1/3 per year over 3 years . |
Detailed 2024 Adjusted EBITDA PSU calibration (context for program design):
| Grant Year | Adjusted EBITDA Targets ($M) | Threshold Payout | Target Payout | Max Payout | Actual FY2024 Performance | Result |
|---|---|---|---|---|---|---|
| 2023 Grant Tranche | 91.4 (80%), 114.2 (100%), 137.0 (200%) . | 50% | 100% | 200% | $107.1M | 84.5% of tranche |
| 2024 Grant Tranche | 89.8 (80%), 112.2 (100%), 134.6 (200%) . | 50% | 100% | 200% | $107.1M | 88.8% of tranche |
Equity Ownership & Alignment
| Policy/Item | Details | Source |
|---|---|---|
| Stock Ownership Guidelines | CEO must hold shares equal to 4x base salary; CFO 2x; SVP+ 1x; Non-exec directors 4x cash retainer. Five years to comply from the later of Feb 1, 2025 (policy adoption) or appointment date . | |
| Hedging/Short-term Trading | Prohibitions on purchasing company stock on margin, short sales, and buying/selling options/derivatives; prior approval required for any long-term hedging . | |
| Clawback | Incentive-Based Compensation Recovery Policy compliant with NYSE; recovers erroneously awarded pay after financial restatement for three prior fiscal years . | |
| Pension/Deferred Comp | No defined benefit pension plans or nonqualified deferred compensation plans . |
Note: As Ms. Coyne joined on May 1, 2025, specific beneficial ownership totals were not disclosed in the 2025 proxy (record date April 7, 2025); stock ownership will be governed by the policy above .
Employment Terms
| Term | Without Cause / Good Reason | Change in Control (CIC) + Qualifying Termination | Restrictive Covenants | Source |
|---|---|---|---|---|
| Severance | 12 months base salary; 12 months medical/dental continuation; pro‑rated annual bonus based on actual performance (personal non‑financial goals deemed 100%); accelerated vesting of prorated portion of next RSU tranche . | 2x (base salary + target bonus) paid over 12 months; 24 months medical/dental continuation (or through end of term, if later); full acceleration of time‑based RSUs; sign‑on RSUs accelerate in full if terminated without cause/for good reason within 12 months post‑CIC . | 12‑month non‑compete; 24‑month non‑solicit; release required . | |
| Sign-on Cash Conditions | $1.75M subject to after‑tax repayment if terminated for cause or resignation without good reason within first year . | N/A | N/A |
Board Governance and Coyne’s Director Role
- Board seat: Will occupy a Class III seat effective May 1, 2025; nominee for a term expiring at the 2026 Annual Meeting .
- Committees: As of April 9, 2025, committee memberships listed did not include Ms. Coyne (not yet a director then); no committee assignments disclosed for her to date .
- Independence: The Board determined that certain directors are independent; as CEO, Ms. Coyne will be a management (non‑independent) director .
- Leadership structure: CEO and Chair roles are separated; Michael Rahamim serves as Chairman, which mitigates combined power/independence concerns .
- Board activity: In FY2024, the Board met 13 times; all directors attended ≥75% of meetings; independent director executive sessions held at least annually and non‑management sessions quarterly .
- Ownership influence: TowerBrook’s affiliate held ~48% as of April 7, 2025 and retains pro‑rata nomination rights under the Stockholders Agreement; the company ceased “controlled company” status on June 14, 2024 and is phasing in fully independent committees per NYSE rules .
Additional Program/Plan Considerations
| Item | Detail | Source |
|---|---|---|
| Equity Plan Share Pool | A&R 2017 Plan up for stockholder approval would add 750,000 shares, taking total authorization to 2,793,453 shares (≈18.3% of common shares outstanding as of April 7, 2025), with minimum one‑year vesting, no dividends on unvested/unearned awards, and no option/SAR repricing without stockholder approval . | |
| Compensation Committee | Members include Shelley Milano (Chair), Courtnee Chun, Jyothi Rao, Michael Recht, Andrew Rolfe; FW Cook is independent consultant; program emphasizes pay-for-performance and risk mitigation . | |
| 2025 Management Changes | CMO Shelley Liebsch announced departure effective July 1, 2025; severance per offer letter . |
Risk Indicators & Red Flags Checklist (as disclosed)
- Policies in place: anti‑hedging/derivatives/margin trading restrictions; clawback policy compliant with NYSE; stock ownership requirements for executives and directors .
- Tax gross‑ups: None disclosed in Coyne’s agreement; no companywide tax gross‑up policy disclosed .
- Option repricing: Prohibited without stockholder approval; company did not grant options in FY2024 and does not plan to use options .
- Related parties: Note consulting agreement with a former director’s firm and a potential exit fee arrangement between the Chairman and a major stockholder; neither pertains to Ms. Coyne but relevant for governance context .
Compensation Peer Group (Benchmarking Context)
Peer companies used in 2024 compensation market assessment include Citi Trends, Destination XL, Duluth Holdings, Lands’ End, Movado, Shoe Carnival, Tilly’s, Vera Bradley, Zumiez, among others; at approval time, J.Jill’s revenues, EBITDA, and market cap were at approximately the 37th, 88th and 53rd percentiles, respectively .
Investment Implications
- Alignment and incentives: Coyne’s cash/equity mix (100% bonus target; annual equity at 100% of salary; $2.25M sign‑on RSUs) aligns pay with performance and stock price, with strong retention hooks via three‑year time‑based vesting and companywide PSU programs tied to Adjusted EBITDA and absolute TSR .
- Governance safeguards: CEO ownership requirement of 4x salary (five‑year horizon), robust anti‑hedging/margin rules, and a NYSE‑compliant clawback reduce misalignment risk; separation of Chair/CEO supports oversight .
- Retention and severance economics: Standard 12‑month severance and pro‑rata bonus outside a CIC; double‑trigger 2x cash and full RSU acceleration if delisted post‑CIC plus health continuation may modestly increase transaction costs but are within market norms .
- Trading signals: Anticipate potential Form 4 activity around the annual sign‑on RSU vesting dates (first, second, third anniversaries of grant) for tax withholding; future annual grants will follow the three‑year vesting cadence used companywide .
- Execution watch items: Management transition underway (CMO departure) and ongoing normalization from loss of controlled status; compensation levers (MIP Adjusted EBITDA and PSU targets) focus attention on profitability and cash generation, consistent with recent performance trends .