Michael Rahamim
J.JillAbout Michael Rahamim
Independent Chairman of the Board at J.Jill since February 2017 (age 72). He is a Chartered Accountant (qualified in 1977) with 20+ years in fashion retail, including Executive Chairman/Chairman roles at Phase Eight (a TowerBrook portfolio company) and earlier leadership/entrepreneurial roles introducing Kookai, Sandro, and Maje to the UK; he was also a founding seat holder on the London International Financial Futures Exchange and serves on TowerBrook’s Senior Advisory Board . The Board has determined he is an independent director; he presides over executive sessions as independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phase Eight (Fashion & Designs) Limited | Executive Chairman; then Chairman | Executive Chairman 2011–2014; Chairman through Jan 2015 (sold) | Led portfolio company of TowerBrook; fashion retail governance and strategic oversight |
| Kookai S.A. (UK franchise) | Developer/Franchisee (UK) | Since 1992 (historical) | Introduced Sandro and Maje brands to the UK market |
| London International Financial Futures Exchange (LIFFE) | Founding seat holder | Historical | Early markets/instruments expertise; capital markets exposure |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Kaporal Jeans | Director | Current | Board service in apparel; private company indicated |
| Whistles Limited | Director | Mar 2009 – Apr 2016 | Prior fashion retail board role |
| TowerBrook Capital Partners | Senior Advisory Board Member | Current | Relationship with JILL’s principal shareholder |
Board Governance
- Role: Independent Chairman of the Board; presides over executive sessions of non-management and independent directors .
- Independence: Board determined he is independent under NYSE rules .
- Committee assignments: Audit Committee member; Nominating, Governance & ESG Committee member .
- Attendance/engagement: Board met 13 times in FY2024; committees collectively met 18 times; all directors attended at least 75% of their Board/committee meetings; directors are expected to attend the Annual Meeting .
- Governance posture: J.Jill ceased “controlled company” status as of June 14, 2024; committee independence transitioning per NYSE phase-in and currently in compliance; nonetheless, TowerBrook (48% owner as of Apr 7, 2025) retains proportional board designation rights under the Stockholders Agreement .
| Committee | Membership | Chair (if disclosed) |
|---|---|---|
| Audit Committee | Member (Rahamin); Committee includes Eck, Milano, Chun; fully independent; Eck is the “audit committee financial expert” | Not specified in text (Eck is financial expert) |
| Compensation Committee | Not a member (committee: Milano, Rao, Recht, Rolfe, Chun) | Milano (Chair) |
| Nominating, Governance & ESG Committee | Member (Rahamin); committee includes Milano, Rolfe, Rao; fully independent | Not specified in text |
Fixed Compensation
- Program structure (non-employee directors; excludes TowerBrook-affiliated director Michael Recht): cash retainers plus annual equity, with additional fees for committee roles .
| Role/Element | Annual Cash Retainer ($) | Annual Equity Award Value ($) |
|---|---|---|
| Chairman of the Board | 90,000 | 100,000 |
| Board Member (non-Chair) | 60,000 | 100,000 |
| Audit Committee Chair | 20,000 | n/a |
| Compensation Committee 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 |
- FY2024 actual compensation (fiscal year ended Feb 1, 2025):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Michael Rahamim | 102,500 | 122,421 | 792 | 225,713 |
Notes: Stock awards reflect grant-date fair value per ASC 718; equity is sized via a dollar target divided by 30-day average price; all-other comp reflects dividend equivalents on unvested awards .
Performance Compensation
- Director equity grants are time-based RSUs (no performance metrics). FY2024 grants: each director (excluding Chun’s prorated grant and TowerBrook-affiliated Recht) received 3,761 RSUs on April 1, 2024; dividend equivalents credited add 27 RSUs; RSUs vest on the one-year anniversary of grant .
| Grant Date | Instrument | Units Granted | Dividend Equivalents | Vesting |
|---|---|---|---|---|
| Apr 1, 2024 | RSUs (annual director grant) | 3,761 (per director incl. Rahamim) | +27 units credited | One-year cliff vest (1-yr anniversary) |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| TowerBrook Capital Partners / TI IV JJill Holdings, LP | Senior Advisory Board member (Rahamim); TI IV owned 48% as of Apr 7, 2025; retains proportional Board designation rights under Stockholders Agreement | Sponsor affiliation while serving as independent Chair may present perceived conflicts; mitigated by Board independence determinations and committee structures |
| Phase Eight (TowerBrook portfolio company) | Former Executive Chairman/Chairman | Historical sponsor affiliation |
Expertise & Qualifications
- Chartered Accountant (qualified 1977); extensive fashion retail leadership; capital markets exposure (LIFFE founding seat) .
- Audit oversight experience as Audit Committee member; Board leadership as independent Chair; presides over executive sessions .
- International brand development (Kookai, Sandro, Maje) .
Equity Ownership
| Data Point | Value |
|---|---|
| Total beneficial ownership | 373,583 shares (2.4% of outstanding) |
| Unvested RSUs outstanding (FY2024 year-end) | 3,788 units (3,761 grant + 27 dividend equivalents) |
| Shares outstanding (reference) | 15,283,043 (as of Apr 7, 2025) |
| Stock ownership guidelines | Non-executive directors: 4x annual cash retainer; 5-year compliance window from Feb 1, 2025 or appointment |
| Hedging/short/derivatives/margin policy | Prohibits short-sales, options/derivatives, and buying on margin; prior approval for long-term hedging |
| Clawback policy | NYSE-compliant incentive-compensation recovery policy adopted in 2023 |
Governance Assessment
Strengths
- Independent Chair with oversight separation from CEO; presides over executive sessions; serves on key governance committees (Audit; Nominating & Governance) .
- Board independence affirmed (including Rahamim) under NYSE standards; committee independence compliant with phase-in post “controlled company” status removal .
- Consistent director engagement: Board (13 meetings) and committees (18 meetings) in FY2024; all directors ≥75% attendance .
- Director pay balanced cash/equity mix; equity via time-based RSUs aligns with shareholders; ownership policy enacted (4x retainer for directors) .
- Robust policy framework: Related party transaction review by Audit Committee; hedging/derivatives restrictions; NYSE-compliant clawback .
Risk indicators and potential conflicts
- Sponsor affiliation: Rahamim serves on TowerBrook’s Senior Advisory Board while TowerBrook affiliates hold 48% and retain proportional Board-designation rights; this may create perceived conflicts in strategic/control matters .
- Exit fee arrangement: Separate agreement between TI IV and Rahamim (Dec 21, 2021) provides for an “exit fee” up to $1.0 million tied to certain liquidity events, contingent on his continued service as Chair—an alignment risk toward sponsor-driven liquidity .
- Subordinated financing: In 2020, J.Jill entered a subordinated facility with lenders including TI IV and Rahamim; related warrants were exercised in FY2024 (net share-settled 3,572,664 shares across lenders)—underscores related-party exposure requiring vigilant recusals and oversight .
- Broader related-party context: 2024–2025 consulting agreement with former director’s entity (Elm ST Advisors/James Scully) illustrates active related-party engagement; was reviewed/approved by Audit Committee per policy .
Director Compensation Mix (FY2024)
- Cash $102,500; Stock $122,421; Other $792; Total $225,713 .
- Outstanding director equity at FY end: 3,788 RSUs (eligible to vest one year from grant) .
Board Governance Details (Reference)
| Metric | FY2024 |
|---|---|
| Board meetings | 13 |
| Committee meetings (Audit, Compensation, Nominating & Governance) | 18 combined |
| Attendance threshold | All directors ≥75% of Board+committee meetings |
| Executive sessions frequency | Non-management directors: at least quarterly; independent directors: at least annually; Chair (Rahamim) presides |
Fixed Compensation (Reference Tables)
See “Fixed Compensation” tables for program structure and FY2024 actuals .
Performance Compensation (Reference Tables)
See “Performance Compensation” for RSU grant specifics and vesting .
Other Directorships & Interlocks (Reference)
See “Other Directorships & Interlocks” table for sponsor and portfolio company ties .