Michael Eck

About Michael Eck

Michael Eck, age 62, has served as an independent director of J.Jill since February 2017 (previously on the former parent’s board since November 2016). He is the former Global Head of Consumer & Retail Investment Banking at Morgan Stanley, with prior senior roles at Citigroup and Credit Suisse First Boston. He holds an MIM from Northwestern University and a B.S. in Business from the University of Virginia. His core credentials span corporate strategy, financing, audit oversight, and consumer sector expertise .

Past Roles

External Roles

Board Governance

• Independence: The board determined that Michael Eck is independent under NYSE rules .
• Committee assignments: Audit Committee Chair and designated “audit committee financial expert” under Item 407(d)(5) of Regulation S-K .
• Attendance: During FY2024, the board met 13 times, committees met 18 times; all directors attended at least 75% of aggregate meetings of the board and committees on which they served .
• Executive sessions: Non-management directors meet at least quarterly in executive session; the Chairman (Michael Rahamim) presides .
• Controlled-company transition: As of June 14, 2024, J.Jill ceased to be a “controlled company”; compensation and nominating committees are in phase-in toward full independence per NYSE rules, with current compliance to required phase milestones .
• Related-party transaction oversight: Audit Committee reviews and approves related-party transactions pursuant to a written policy .

Fixed Compensation

Performance Compensation

• Structure: Director equity is time-based RSUs; no performance metrics tied to director compensation are disclosed .
• FY2024 grants and vesting:
  • 3,761 RSUs granted on April 1, 2024; dividend equivalents credited (+27 RSUs); eligible to vest on one-year anniversary .
• FY2025 Form 4 equity award:
  • 5,097 shares reported as an “A-Award” on April 8, 2025; post-transaction ownership shown below (award valued based on 30-day average pricing methodology per proxy; Form 4 security name “Common Stock”) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial expertise: Audit committee financial expert designation; deep transaction and accounting exposure through senior investment banking roles .
• Sector expertise: Consumer and retail domain leadership; corporate strategy and capital allocation .
• Education: MIM, Northwestern University; B.S. in Business, University of Virginia .

Equity Ownership

Insider Trades and Current Ownership Trajectory (Form 4)

Note: “J-Other” entries reflect small adjustments, commonly dividend-equivalent accruals or administrative changes; “M-Exempt” entries reflect RSU-related conversions reported per Form 4 conventions.

Governance Assessment

• Strengths

  • Independent director chaired a fully independent Audit Committee and is designated an audit committee financial expert, signaling strong financial oversight .
  • Board and committee engagement evidenced by 13 board and 18 committee meetings in FY2024, with all directors meeting the ≥75% attendance expectation .
  • Transition away from controlled-company status with phase-in to fully independent compensation and nominating committees underway and in compliance, improving governance protections for investors .
  • Clear related-party transaction policy with Audit Committee approval and transparent disclosure (e.g., Elm Street consulting agreement for former director) .

• Potential Risks / RED FLAGS

  • TowerBrook remains a 48% holder and retains significant board designation rights under the Stockholders Agreement, which can influence committee composition and board dynamics; active monitoring of independence and conflicts is warranted .
  • Compensation Committee includes a TowerBrook-associated director (Michael Recht) during phase-in; while majority independent, full independence is required by one year post loss of controlled status—investors should track completion of the phase-in timeline .
  • Consulting arrangement with a former director (Elm ST Advisors/James Scully) represents related-party exposure; mitigated by Audit Committee review and subsequent amendment reducing option grant size, but remains a governance signal to monitor .

Director Compensation (Detail)

Equity Ownership & Alignment

Compensation Committee Analysis

• Committee composition and independence: Compensation Committee includes a mix of independent directors and one non-independent member (Recht) during phase-in; committee met 6 times in FY2024 .
• Consultant: FW Cook serves as independent compensation consultant; provides only executive/director compensation services with no other company services, mitigating consultant conflicts .
• Peer group benchmarking: FW Cook advised on peer group composition; company references median targeting but does not strictly benchmark specific roles .

Related-Party Transactions (Context)

• Elm ST Advisors (owned by former director James Scully): Consulting agreement entered Dec 9, 2024 with upfront and monthly fees; option grant reduced from 100,000 to 33,334 in March 2025 amendment; approved by Audit Committee per policy .

Governance Signals for Investors

• Positive signals: Audit Committee leadership by an identified financial expert, robust meeting cadence, codified clawback policy (executives), and strengthened equity plan governance features (e.g., minimum vesting, no dividends on unearned/unvested awards) proposed in A&R 2017 Plan .
• Monitoring items: Completion of committee independence phase-in by NYSE deadlines; ongoing influence from a large shareholder with board designation rights; scrutiny of any future related-party engagements and adherence to policy thresholds .