Shelley Milano - Director | J.Jill (JILL) Executive Profile & Compensation

About Shelley Milano

Shelley Milano (age 68) is an independent director at J.Jill, Inc., serving on the Board since June 2019. She is the former EVP & Chief Human Resources Officer at L Brands and previously served as General Counsel at Eddie Bauer, Starbucks, and Honda of America Mfg. She holds a J.D. from Berkeley Law and a B.A. in Accountancy from Adrian College .

Past Roles

Organization	Role	Tenure	Committees/Impact
L Brands (Victoria’s Secret, PINK, Bath & Body Works)	EVP & Chief Human Resources Officer	2015–2020	Led enterprise talent/development initiatives
L Brands	Senior Vice President & General Counsel	Not disclosed	Legal leadership
Eddie Bauer, Inc.	Senior Vice President, General Counsel & Secretary	Not disclosed	Legal leadership
Starbucks Corporation	Executive Vice President & General Counsel	Not disclosed	Legal leadership
Honda of America Mfg., Inc.	Vice President & General Counsel	Not disclosed	Legal leadership

External Roles

Organization	Role	Tenure	Committees/Impact
Urban Hardwoods	Director	Not disclosed	Not disclosed
Bartell Drugs	Director	Not disclosed	Not disclosed

Board Governance

Independence: The Board determined Milano is independent under NYSE rules .
Committees (current):
- Audit Committee – Member .
- Compensation Committee – Chair .
- Nominating, Governance & ESG Committee – Member .
Attendance: All directors (including Milano) attended at least 75% of Board and applicable committee meetings in FY2024; Board held 13 meetings, committees held 18 in aggregate .
Board leadership and process:
- Chairman separate from CEO (Rahamim as Chair) with regular executive sessions of non-management directors at least quarterly; independent directors meet at least annually .
- Company ceased “controlled company” status on June 14, 2024; committee independence is in NYSE-mandated phase-in and in compliance as of proxy date. Compensation Committee includes non-independent member(s) during phase-in; Milano chairs the committee .

Fixed Compensation (Director)

Component	Policy Amount	Notes
Annual cash retainer – Board member	$60,000	Non-Chair directors
Annual cash retainer – Board Chair	$90,000	If Chair
Annual equity award (target value)	$100,000	Granted as RSUs; actual fair value fluctuates
Committee Chair fees	Audit $20,000; Compensation $12,000; Other $10,000	Per chair role
Committee member fees	Audit $7,500; Other $5,000	Per committee

Milano’s FY2024 director pay:

Name	Cash Fees ($)	Stock Awards ($, grant date fair value)	All Other ($)	Total ($)
Shelley Milano	83,717	122,421	792 (dividend equivalents)	206,930

Performance Compensation (Director Equity)

Grant Type	Grant Date	Shares/Units	Grant-Date Fair Value
RSUs (annual grant)	Apr 1, 2024	3,761 RSUs	$122,421
RSUs Outstanding at FY-end	As of Feb 1, 2025	3,788 RSUs (incl. 27 dividend-equivalent RSUs)	N/A

Directors receive time-based RSUs; no options or performance metrics apply to director equity awards .

Other Directorships & Interlocks

Category	Details
Current public-company boards	None disclosed for Milano .
Private/other boards	Urban Hardwoods; Bartell Drugs .
Interlocks/relationships	None disclosed involving Milano; broader related-party items involve former director James Scully’s Elm Street consulting (approved by Audit Committee) and TowerBrook arrangements, but no Milano involvement disclosed .

Expertise & Qualifications

Human capital and organizational leadership; former CHRO at a major multi-brand retailer (L Brands) .
Deep legal/regulatory background as former General Counsel at Eddie Bauer, Starbucks, Honda of America Mfg. .
Retail industry experience and governance acumen; Board selected her for HR expertise, legal knowledge, and retail experience .

Equity Ownership

Holder	Total Beneficial Ownership	% of Outstanding	Notes
Shelley Milano	13,218 shares	<1%	Includes direct/indirect beneficially owned; excludes unvested RSUs unless vested within 60 days per standard SEC methodology .
Unvested RSUs (director)	3,788 RSUs outstanding at FY-end	—	Eligible to vest one year from grant date .

Ownership alignment policies and restrictions:

Director ownership guidelines: 4x annual cash retainer; 5-year compliance window from Feb 1, 2025 (adoption) or appointment date; policy counts all forms of beneficial ownership except options and unearned PSUs .
Hedging/pledging: Prohibits short-term/speculative transactions, margin, shorts, derivatives; long-term hedges require prior approval. No pledging disclosed for Milano .

Governance Assessment

Strengths:
- Independent director with significant HR and legal leadership in large-scale retail; chairs Compensation Committee and sits on Audit and Nominating/ESG—positions consistent with her background .
- Attendance threshold met (≥75%); board conducts regular executive sessions; separation of Chair and CEO enhances oversight .
- Director pay structure weighted to equity (annual RSUs) supports alignment; no options or performance awards for directors; dividend equivalents accrue as additional RSUs .
- Use of independent compensation consultant (FW Cook) by the Compensation Committee chaired by Milano .
- Stock ownership policy for directors adopted (4x retainer) elevates long-term alignment .
Watch items / potential risks:
- Compensation Committee includes a TowerBrook-affiliated director during NYSE phase-in; while compliant, full independence will be required by one year post-controlled-company status (June 14, 2025). Milano’s leadership as Chair is important for perceived independence and rigor .
- Significant shareholder influence: TowerBrook retains director designation rights proportional to ownership (48% as of Apr 7, 2025), which may shape board dynamics; no specific conflict tied to Milano disclosed .
Related-party/Conflict checks:
- No related-party transactions disclosed for Milano. Audit Committee (of which Milano is a member) reviews related-party transactions; it approved the Elm Street consulting agreement with a former director (Scully) .

No red flags specific to Milano (e.g., pledging, low attendance, related-party dealings) are disclosed in the latest proxy. Her committee leadership and independence profile generally support investor confidence in compensation oversight and governance .

Appendix: Board and Committee Reference (Context)

Board meetings in FY2024: 13; committee meetings total: 18; all directors ≥75% attendance .
Committee memberships (as of Apr 9, 2025): Audit (Eck—Chair; Rahamim; Milano; Chun); Compensation (Milano—Chair; Rao; Recht; Rolfe; Chun); Nominating/Governance/ESG (Rolfe—Chair; Milano; Rahamim; Rao) .