Michael Recht

About Michael Recht

Michael Recht, age 45, has served on J.Jill’s Board since February 2017 (and on the Board of the former parent since May 2015). He is a Managing Director at TowerBrook Capital Partners, J.Jill’s principal stockholder (48% ownership as of April 7, 2025), leading the firm’s North American consumer efforts; he holds an MBA from Kellogg (Northwestern) and a BA from Williams College . The Board does not classify him as independent under NYSE rules; independent directors are listed as Chun, Eck, Milano, Rahamim, Rao and Rolfe (Recht is not included) .

Past Roles

External Roles

Board Governance

• Board structure and meetings: 8 directors; Board met 13 times in FY2024; committees (Audit, Compensation, Nominating/Governance/ESG) met 18 times collectively; all directors attended ≥75% of Board/committee meetings .
• Committee assignments: Recht is a member of the Compensation Committee (Chair: Shelley Milano). As of the proxy date, the committee is in a phase-in to full independence following J.Jill’s transition from “controlled company” status on June 14, 2024; the company states it is in compliance with NYSE phase-in requirements .
• Independence: Recht is not listed among independent directors; J.Jill notes that TI IV (TowerBrook affiliate) retains rights to designate committee members in proportion to its designated Board seats under the Stockholders Agreement, influencing committee composition during the phase-in period .
• Leadership: Chairman is Michael Rahamim; executive sessions of non-management directors are held regularly and presided over by the Chairman .

Fixed Compensation

Performance Compensation

The director equity program at J.Jill is time-based (annual RSUs) for non-employee directors; it does not use performance metrics for directors. Mr. Recht does not participate in this program .

Other Directorships & Interlocks

• Current private company boards: KeHe Distributors, Ignite Fitness Holdings, Stonebridge Companies, Demakes Enterprises; non-profit board: Minds Matter .
• Prior private company boards: Kevin’s Natural Foods, Wilton Brands .
• Interlocks/conflicts:
  • Sponsor affiliation: Recht is a Managing Director at TowerBrook (through affiliate TI IV holds 48% of J.Jill’s common stock as of April 7, 2025) and sits on J.Jill’s Compensation Committee—a potential conflict risk mitigated by NYSE phase-in allowances post-controlled-company transition .
  • Stockholders Agreement gives TI IV broad consent rights over major corporate actions and Board/committee designation proportional to ownership, concentrating influence for the sponsor group .

Expertise & Qualifications

• Core expertise: Consumer/retail investing, transactions, portfolio governance; 20+ years in consumer investing roles .
• Education: MBA, Kellogg School of Management (Northwestern); BA, Williams College .
• Governance skills: Service on multiple private company boards; compensation oversight experience via J.Jill Compensation Committee membership .

Equity Ownership

• Ownership policy: New stock ownership guidelines effective Feb 1, 2025 require non-executive directors to hold equity equal to 4x the annual cash retainer within five years; the proxy confirms compliance status for covered named executive officers but does not disclose director-by-director compliance. Hedging/pledging of company stock is restricted by policy; long-term hedges require prior approval .

Governance Assessment

• Key positives:

  • Deep consumer/retail investment expertise and portfolio board experience, likely beneficial for strategy and capital allocation oversight .
  • Compensation Committee uses an independent consultant (FW Cook) that provides only executive/director compensation services to J.Jill; no other services—reducing advisor conflicts .
  • Board and committee engagement appears solid (13 Board meetings; 18 committee meetings; ≥75% attendance for all directors) .

• Risks and potential conflicts:

  • RED FLAG: Not independent (sponsor executive) while serving on the Compensation Committee during NYSE phase-in—creates perceived conflict in overseeing pay and equity plan matters, notwithstanding compliance with phase-in rules .
  • RED FLAG: Concentrated sponsor influence—TI IV holds 48% and retains significant consent rights (debt, equity issuance, M&A, leadership appointments, change in control, etc.) and proportional committee designation rights under the Stockholders Agreement, elevating control risks for minority investors .
  • Alignment concerns: Mr. Recht receives no J.Jill director cash/equity compensation and holds no disclosed personal ownership—his alignment is via TowerBrook’s stake rather than direct director-level “skin in the game” .

• Related-party exposure to monitor:

  • Services agreement with TowerBrook (reimbursements of $14,300 in FY2023) .
  • Historical subordinated facility (2020) with lenders including TI IV and Mr. Rahamim; associated warrants exercised in FY2024 for 3,572,664 shares—dilution and control implications; Audit Committee reviews related-party transactions per policy .

• Process safeguards:

  • Clawback policy compliant with NYSE; hedging/pledging restrictions; executive sessions of independent directors; transition out of controlled company status with stated compliance to NYSE phase-in timelines .

Overall implication for investor confidence: Recht brings relevant sector and transaction expertise, but his sponsor affiliation and Compensation Committee role during the independence phase-in are notable governance risks. Minority shareholders may prefer further committee reconstitution toward full independence and increased direct director ownership over time to enhance alignment .