PRELIMINARY COPY – SUBJECT TO COMPLETION

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please

be advised that JOANN Inc. intends to release definitive copies of this proxy statement to stockholders on

or about May [15], 2023.

NOTICE OF 2023 ANNUAL MEETING OF

STOCKHOLDERS AND 2023 PROXY STATEMENT

TUESDAY, JUNE 27, 2023

1:00 PM, EASTERN TIME

TO THE STOCKHOLDERS:

I invite you to attend JOANN Inc.’s 2023 Annual Meeting of Stockholders scheduled for Tuesday, June 27, 2023, at 1:00 p.m., Eastern Time (the “Annual Meeting”). This year’s Annual Meeting will be completely virtual, conducted electronically via live webcast. You will be able to attend the Annual Meeting and vote and submit your questions in advance of or during the Annual Meeting by registering to attend at www.proxydocs.com/JOAN. To participate in the Annual Meeting, you must have your control number shown on your Notice of Internet Availability of Proxy Materials or on your proxy card or voting instruction card if you receive the proxy materials by mail. We are enclosing the notice of meeting, proxy statement and form of proxy with this letter.

We are holding the Annual Meeting virtually this year to enable greater stockholder attendance and participation from any location around the world, improve meeting efficiency, communicate more effectively with our stockholders, and reduce the cost and environmental impact of the Annual Meeting.

The “Notice and Access” method of delivering proxy materials helps to reduce costs and protect the environment. Instead of receiving paper copies of our proxy materials, stockholders will receive a Notice of Internet Availability of Proxy Materials, which provides an internet address where you can access electronic copies of the proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 and vote your shares. This website also has instructions for voting by phone and for requesting paper copies of the proxy materials and proxy card.

Your vote is important, and we want your shares to be represented at the Annual Meeting. Regardless of whether you plan to attend the virtual Annual Meeting, we hope you will vote as soon as possible. We encourage you to read the proxy statement and cast your vote promptly. You may vote in advance of the Annual Meeting by telephone or over the internet, or by completing, signing, dating and returning the enclosed proxy card or voting instruction card if you requested or received printed proxy materials.

We appreciate your continued confidence in and support of JOANN Inc.

Wade Miquelon

President, Chief Executive Officer

May [15], 2023

NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS

OF JOANN INC.

ITEMS OF BUSINESS

PROXY VOTING OPTIONS FOR REGISTERED HOLDERS

(shares are held in your own name)

If your shares are held in “street name” with a broker or similar party, you have a right to direct that organization on how to vote the shares held in your account. You can vote by returning your voting instruction card, or by following the instructions for voting via telephone or the Internet, as provided by the broker or other organization. Street name holders may also vote online during the Annual Meeting.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by completing and returning your proxy card or voting instruction card promptly, or by voting by telephone or over the Internet, prior to the Annual Meeting to ensure that your shares will be represented.

VIRTUAL MEETING PARTICIPATION

Any stockholder can listen to and participate in the Annual Meeting live via the Internet at www.proxydocs.com/JOAN. The webcast will start at 1:00 p.m., Eastern Time. You will need the control number shown on your Notice of Internet Availability of Proxy Materials (or on your proxy card or voting instruction card if you receive printed proxy materials) to vote and submit questions in advance of or during the Annual Meeting.

Additional information on how you can attend and participate in the virtual Annual Meeting is set forth in “Annual Meeting and Voting Information,” beginning on page 66.

By Order of the Board of Directors,

Ann Aber

Senior Vice President, Chief Legal Officer & Secretary

May [15], 2023

VOLUNTARY ELECTRONIC DELIVERY OF PROXY MATERIALS

We encourage our stockholders to enroll in voluntary e-delivery of future proxy materials. Electronic delivery is convenient and provides immediate access to these materials. This will help us save printing and mailing expenses and reduce our impact on the environment. Follow the simple instructions at https://investors.joann.com/.

PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by the Board of Directors (the “Board”) of JOANN Inc. (“JOANN,” the “Company,” “we,” “us” or “our”) of proxies to be voted at the Annual Meeting of Stockholders to be held on June 27, 2023 (the “Annual Meeting”). We began giving these proxy materials to our stockholders on May [15], 2023. JOANN is paying the costs of solicitation.

TABLE OF CONTENTS

					i

Corporate Governance Highlights

We believe that good governance is integral to achieving long-term stockholder value. We are committed to governance policies and practices that serve the interests of the Company and our stockholders. Highlights of our ongoing commitment to good corporate governance include:

		Corporate Governance Guidelines
		Code of Business Conduct & Ethics
		Annual Board and Committee Self-Assessments
		Peer Group Compensation Market Assessment

		Committee Charters
		Board Diversity
		Independent Compensation Consultant
		Active Board Oversight of Strategy and Business Initiatives

Our Code of Business Conduct & Ethics (“Code of Ethics”) applies to all directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and team members. Our Code of Ethics is a “code of ethics” as defined in Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934 (the “Exchange Act”). In the event that we amend or waive certain provisions of our Code of Ethics applicable to our principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose the same on our website.

The Code of Ethics and Corporate Governance Guidelines are available on our website at www.joann.com under Investor Relations.

Risk Oversight

Our Board has extensive involvement in the oversight of risk management related to us and our business and at times, may delegate some of these responsibilities to committees of the Board. The Audit Committee oversees financial, legal and compliance matters, as well as the Internal Audit and Enterprise Risk Management functions. Internal Audit has completed its annual assessment of enterprise risks, which have been reported to the Audit Committee, and has identified stakeholders and initiatives for each key risk as well as a process to report out and update on these risks to the Audit Committee and the Board.

Additionally, our Audit Committee meets quarterly with our Chief Financial Officer and our independent auditors, and receives regular updates regarding our management’s assessment of risk exposures including liquidity, credit and operational risks and the process in place to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial reporting.

Corporate Social Responsibility

At JOANN, we recognize that our operations have the ability to impact, both positively and negatively, the environment and communities where we do business. As a result, we work every day to be a better corporate citizen than the day before and are committed to creating a more sustainable future. This commitment drives our ongoing efforts to develop and implement a robust environmental, social and corporate governance (“ESG”) strategy.

To address this impact and position JOANN to mitigate short-term and long-term ESG risks, we launched our EVERGREEN strategy during the fiscal year ended January 28, 2023 (“fiscal 2023”). This strategy supports JOANN’s mission and vision of inspiring creativity and helping our Team Members and customers find their happy place by connecting the services and products we provide with sustainability and corporate responsibility.

Our EVERGREEN strategy is driven by our Board, our Chairman and Chief Executive Officer, and a broad collection of Team Members who see sustainability and corporate responsibility as an integral part of our long-term success. Our Board receives biannual updates on our EVERGREEN strategy and Board committees have oversight responsibility for various areas of our ESG strategy.

The cross-functional teams that support our EVERGREEN strategy are made up of Team Members from all levels of the organization with an interest in and/or responsibility for various business areas that provide potential risk or opportunities in relation to material ESG concerns, including, but not limited to: corporate communications, facilities management, human resources, information technology, internal audit, legal, sourcing and packaging, and transportation.

					1

Fiscal 2023 Corporate Responsibility Impact Report

In fiscal 2023, we issued our first Corporate Responsibility Impact Report (the “Impact Report”) utilizing the Sustainability Accounting Standards Board (“SASB”) framework. This report outlines our EVERGREEN strategy in full detail and provides information on how JOANN is performing on critical ESG-related efforts operationalized into several workstreams, including:

		Team Members

At JOANN, our more than 20,000 Team Members are among our greatest assets, and recruiting, developing, and retaining diverse, high-quality Team Members is critical to our ability to achieve our short and long-term corporate objectives. Our Impact Report includes detailed descriptions of our approach to training, compensation and benefits, Team Member health, safety and wellbeing, and Team Member diversity and inclusion.

		Love for Our Planet

At JOANN, working to become an even better corporate citizen means placing an increased focus on environmental sustainability throughout our value chain, including identifying opportunities to address our carbon footprint through energy management practices. In fiscal 2023, we completed our first-ever Scope 1 and 2 greenhouse gas (“GHG”) emissions inventory utilizing the GHG Protocol methodology.

Additionally, we recognize that our products, and the packaging they come in, represent a significant opportunity to take meaningful, sustainable action. With this in mind, a critical component of our sustainable journey is continually finding and adopting more responsible methods for sourcing and packaging of our products. This includes making use of third-party certifications to help ensure products are produced as responsibly as possible, following a series of sustainable packaging principles, and evaluating ways to manage our own waste streams.

		Care for Our Communities

With stores, Team Members and partners spread around the nation and the world, we believe that JOANN can have a positive impact on the places where we do business. For nearly 80 years, JOANN has been committed to supporting the communities where we do business and helping to create a better world. JOANN shares with our customers a commitment to giving back, and we are proud of our efforts to support communities through charitable partnerships with national fundraising campaigns and inspired giving through product donations and employee volunteering.

Additionally, we are incredibly proud of the diverse communities where we do business and believe it is our responsibility to support those who are underrepresented in our industry. To this end, we invest directly in efforts to celebrate and enhance diverse creators and communities through our Minority Grant Program which provides grants, paid teaching opportunities, visibility on JOANN platforms and marketing support to diverse content creators. We have also focused on the diversification of our product assortment and marketing materials to ensure that customers are represented in our offerings and can see themselves reflected in our promotional content.

Future Reporting

In support of our on-going EVERGREEN strategy, we are building on the initial Impact Report by conducting an ESG Issue Prioritization Process. This effort consists of three inter-related efforts, including:

2

These efforts are currently underway to support our overall EVERGREEN strategy and the development of our next Impact Report. Additionally, we expect that these initiatives will help us prepare for the potential implementation of the proposed Securities and Exchange Commission (“SEC”) rules on climate disclosure, potential reporting aligned with the Global Reporting Initiative (“GRI”), and other efforts as appropriate.

Board of Directors

The Board currently consists of seven qualified directors with skills we believe are aligned to our business and strategy. The table below sets forth information with respect to our Board as of the record date.

In accordance with our Amended and Restated Certificate of Incorporation, effective March 16, 2021 (the “Certificate of Incorporation”), our Board is divided into three classes with staggered three-year terms. Each of the current Class II directors has been nominated for election at the Annual Meeting as further described under “Nominees for Election as Directors” below.

					3

PROPOSAL 1

ELECTION OF TWO CLASS II DIRECTOR NOMINEES TO JOANN’S BOARD

Director nominees are elected by a plurality of the votes cast by holders of the shares of our common stock entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present. This means that the two director nominees who receive the most affirmative votes (among votes properly cast at the Annual Meeting or by proxy) will be elected to the Board at the Annual Meeting.

Information regarding the director nominees and other directors is set forth below. Ages are as of May 1, 2023. With respect to our directors, each biography contains information regarding the person’s service as a director, business experience, director positions held currently or at any time during the past five years, information regarding involvement in certain legal or administrative proceedings and the experience, qualifications, attributes or skills that caused our Board to determine that the person should serve as a director of the Company. Committee memberships reflect anticipated committee composition effective as of the Annual Meeting. The criteria considered and process undertaken by our Nominating and Corporate Governance Committee in recommending qualified director candidates is described under “Further Information Concerning the Board—Director Nomination and Qualifications.”

Nominees for Election as Directors

In accordance with the recommendation of our Nominating and Corporate Governance Committee, the Board has nominated the following individuals for election as Class II directors. Each Class II director nominee currently serves as a Class II director whose term expires at the Annual Meeting. If elected, each nominee will serve for a three-year term expiring at our annual meeting of stockholders in 2026 or until her successor is duly elected and qualified.

Each Class II director nominee has agreed to serve as a Class II director if elected, and each Class II director nominee has expressed her intention to serve the entire term. If any nominee becomes unavailable to serve before the Annual Meeting, the Board may designate a substitute nominee and the persons named as proxies may, in their discretion, vote your shares for the substitute nominee. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting. Unless otherwise directed, the proxy holders named in the proxy you submit intend to vote “FOR ALL” to elect each Class II director nominee to the Board.

4

Class II Nominees (For Terms Expiring in 2026)

Lily Chang
Board Member Since: 2018   Age: 58   Committees: Compensation, Nominating and Corporate Governance		Lily has served as a member of our Board since May 2018. Ms. Chang is a Senior Advisor at Leonard Green & Partners, L.P. (“LGP”), a private equity investment firm, which she joined in 2004. Previously, Ms. Chang was LGP’s Chief Portfolio Services Officer, where she led LGP’s collaborative efforts with portfolio company management teams. From 2003 to 2004, she worked at Nissan Motor Acceptance Corporation, an automotive company, in strategy and planning roles. Prior to Nissan, Ms. Chang was a partner with eCompanies Venture Group, a venture capital firm. In addition, Ms. Chang has held finance and management positions with The Walt Disney Company, an entertainment and media company, and The Procter & Gamble Company, a consumer goods corporation. Ms. Chang also holds the CERT Certificate in Cybersecurity Oversight.   Ms. Chang also serves on the board of directors of Big Five Sporting Goods Corporation.   Ms. Chang was selected to our Board because of her particular knowledge and experience in accounting and finance, supply chains, strategic planning and leadership of complex organizations and retail businesses.
Marybeth Hays
Board Member Since: 2021   Age: 54   Committees: Audit		Marybeth has served as a member of our Board since March 2021. From October 2009 until February 2019, Ms. Hays held various roles of increasing P&L responsibility at three of the four operating divisions of Walmart Inc., a retail corporation, including most recently as Executive Vice President of Consumables and Health & Wellness for Walmart U.S., and as Chief Merchandising, Marketing, and Supply Chain officer for Walmart China from 2015 to 2017. Prior to Walmart, Ms. Hays was Merchandising Vice President at Lowe’s Companies, Inc., a retail company specializing in home improvement, from 2001 to 2009. From 1993 to 2000, Ms. Hays worked in brand management roles through Vice President of Marketing at Hanesbrands Inc., a clothing company.   Ms. Hays also serves as a Trustee at Wake Forest University and is a member of the board of directors of Leapfrog Brands, Decowraps, and Affordable Care Inc., and is an advisor to Pocket Naloxone Corp. Ms. Hays has also been a retained executive-in-residence with Kearney, a global management consulting firm, since 2019, as well as working directly with other clients through her company, Hays Advising LLC, a corporate consulting firm.   Ms. Hays was selected to our Board because of, among other things, her particular knowledge and experience in strategic planning, consumer goods and leadership of complex organizations and global retail businesses.

					5

Directors Continuing in Office

The following directors will continue to serve as members of the Board after the Annual Meeting.

Class I Directors (Terms Expiring in 2025)

6

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Composition of the Board of Directors

Pursuant to the Amended and Restated Stockholders Agreement, by and among affiliates of LGP, certain of our directors and executive officers, certain other existing stockholders and the Company (the “Stockholders Agreement”), LGP is entitled to designate individuals to be included in the slate of nominees recommended by our Board for election to our Board. So long as LGP owns, in the aggregate, (1) at least 50% of the total outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate five directors, (2) less than 50%, but at least 40%, of the total outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate four directors, (3) less than 40%, but at least 30%, of the total outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate three directors, (4) less than 30%, but at least 20%, of the total outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate two directors, (5) less than 20%, but at least 10%, of the total outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will be entitled to nominate one director, and (6) less than 10% of the total outstanding shares of our common stock owned by it immediately following the consummation of our initial public offering, LGP will not be entitled to nominate a director.

Pursuant to the Stockholders Agreement, LGP has been deemed to have nominated five directors, Ms. Chang, Mr. Sokoloff, Mr. Coleman, Mr. Miquelon and Mr. Webb, to our Board.

In accordance with our Certificate of Incorporation and the Stockholders Agreement, our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors are divided among three classes as follows:

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our Board may have the effect of delaying or preventing changes in control of our Company.

Pursuant to the terms of the Stockholders Agreement, directors nominated by LGP may only be removed at the request of LGP in accordance with the Amended and Restated Bylaws (“Bylaws”) of the Company then in effect. In all other cases and at any other time, directors may only be removed for cause by the affirmative vote of the holders of at least a majority of our common stock.

Attendance at Board Meetings

Our Board held seven meetings during fiscal 2023. All of our directors attended more than 75% of the meetings held during fiscal 2023 of the Board and committees on which they served. We expect our directors to make reasonable efforts to attend annual meetings of stockholders, including the Annual Meeting.

Communications With The Board

You may communicate with the Chairman of the Board, any chairperson of a Board committee, or the non-management or independent members of the Board by addressing such communications to the intended recipient by name or position in care of: JOANN Inc., Attn: Chief Legal Officer, 5555 Darrow Road, Hudson, OH 44236. The Chief Legal Officer will forward such communications to the appropriate party. All communications are reviewed by the Chief Legal Officer and are forwarded to the appropriate director(s) except those communications that are clearly unrelated to the duties and responsibilities of the Board or that are abusive, repetitive, in bad taste or that present safety or security concerns may be handled differently. Communications we receive that relate to accounting, internal accounting controls or auditing matters will be referred to the Audit Committee unless the communication is directed otherwise. You may communicate anonymously and/or confidentially.

					9

Stockholder Engagement

We welcome the opportunity to engage with our stockholders to inform, solicit feedback and understand their perspectives on strategy and performance, governance and other matters of mutual interest and importance. Over the last year, members of our senior management, investor relations and corporate governance teams participated in numerous outreach activities with analysts and institutional investors, including investor conferences and small-group and one-on-one meetings and conference calls. We offer stockholders several ways to communicate with the Company and members of the Board, including through our investor relations website, our quarterly earnings webcasts and our Annual Meeting.

Director Independence and Controlled Company Exception

Our Board has affirmatively determined that Marybeth Hays, Anne Mehlman and Darrell Webb are independent directors under the rules of The Nasdaq Stock Market LLC (“Nasdaq”). Lily Chang, Jonathan Sokoloff and Brian Coleman are not independent directors under Nasdaq listing rules. In addition, Wade Miquelon, our President, Chief Executive Officer and Chairman of the Board, is not considered independent under the Nasdaq listing rules.

Ms. Chang and Mr. Coleman each serve on both of our Compensation Committee and our Nominating and Corporate Governance Committee, pursuant to the exemptions permitted for a “controlled company” under the Nasdaq listing rules, as described below.

We are a “controlled company” within the meaning of Nasdaq’s corporate governance standards. Under these rules, a “controlled company” may elect not to comply with certain corporate governance standards, including the requirements:

We utilize all of the exemptions listed above. As a result, we do not have a majority of independent directors and our Nominating and Corporate Governance Committee and Compensation Committee do not consist entirely of independent directors and such committees are not subject to annual performance evaluations. Accordingly, our stockholders do not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate governance requirements. In the event that we cease to be a “controlled company” and our common stock continues to be listed on Nasdaq, we will be required to comply with these provisions within the applicable transition periods.

Board Leadership Structure

Our Board combined the roles of Chairman of the Board and Chief Executive Officer. These positions are held by Wade Miquelon, as our President and Chief Executive Officer. The Board has determined that combining these positions will serve the best interests of the Company and its stockholders. The Board believes that the Company’s Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the consideration and execution of strategy. The Board believes that the combined position of Chairman and Chief Executive Officer promotes the development of policies and plans, and facilitates information flow between management and the Board, which is essential to effective governance. The Board does not currently have a lead independent director.

10

Committees of the Board

The Board has three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. The committee memberships noted below reflect the members of each committee as of May 1, 2023.

Anne Mehlman, Marybeth Hays and Darrell Webb are members of the Audit Committee. Ms. Mehlman serves as the chairperson. Each member of the Audit Committee qualifies as an independent director under the Nasdaq corporate governance standards and independence requirements of Rule 10A-3 of the Exchange Act. Our Board has determined that Ms. Mehlman qualifies as an “audit committee financial expert” within the meaning of regulations adopted by the SEC.

The charter for the Audit Committee is available at https://investors.joann.com/corporate-governance/governance-overview. Under its charter, the Audit Committee is responsible for, among other matters:

The Audit Committee held eight meetings in fiscal 2023.

Lily Chang and Brian Coleman are members of the Compensation Committee.

The charter of the Compensation Committee is available at https://investors.joann.com/corporate-governance/governance-overview. Under its charter, the Compensation Committee is responsible for, among other matters:

As described above, we are a “controlled company” within the meaning of Nasdaq’s corporate governance standards due to LGP’s current level of ownership of the Company. Under the Nasdaq listing rules, the Compensation Committee is permitted to avail itself of certain exemptions available to controlled companies and may from time to time delegate authority over certain executive compensation matters to a subcommittee or to one or more Company officers. The Compensation Committee held four meetings in fiscal 2023.

Lily Chang, Darrell Webb and Brian Coleman are members of the Nominating and Corporate Governance Committee.

The charter of the Nominating and Corporate Governance Committee is available at https://investors.joann.com/corporate-governance/governance-overview. Under its charter, the Nominating and Corporate Governance Committee is responsible for, among other matters:

					11

The Nominating and Corporate Governance Committee held three meetings in fiscal 2023.

Director Nomination and Qualifications

Our Bylaws provide that director nominations may be made by, or at the direction of, the Board. The Nominating and Corporate Governance Committee is charged with identifying potential Board members and recommending qualified individuals to the Board for its consideration. The Nominating and Corporate Governance Committee is authorized to employ third-party search firms to identify potential candidates. In evaluating the suitability of individual candidates (both new candidates and current Board members), the Nominating and Corporate Governance Committee considers, among other things:

In determining whether to recommend a director for re-election, the Nominating and Corporate Governance Committee may consider the director’s past attendance at meetings and participation in and contributions to the activities of the Board. The Nominating and Corporate Governance Committee also considers whether individuals satisfy the independence criteria set forth in the Nasdaq listing rules, together with any special criteria applicable to service on various standing committees of the Board.

The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, however, our Board and the Nominating and Corporate Governance Committee believe it is desirable that Board members represent diversity of gender, race and national origin, as well as diversity of viewpoints, background, experience and demographics.

The Nominating and Corporate Governance Committee generally identifies nominees by first assessing whether the current members of the Board continue to provide the appropriate mix of knowledge, skills, judgment, experience, diversity, differing viewpoints and other qualities necessary to the Board’s ability to oversee and guide the business and affairs of the Company. When the Nominating and Corporate Governance Committee seeks new candidates for director roles, it seeks individuals with qualifications that will complement the experience, skills and perspectives of the other members of the Board.

Candidates for nomination to the Board may be suggested by current directors, management, stockholders or a third-party search firm engaged to assist with director recruitment. Lily Chang, who is standing for election as a Class II director nominee at the Annual Meeting, was recommended to the Nominating and Corporate Governance Committee by LGP.

12

Board Diversity Matrix

The Nominating and Corporate Governance Committee recognizes that a diverse set of viewpoints and practical experiences enhances the effectiveness of our Board in assessing the challenges and opportunities impacting our business and helping management achieve better outcomes. In evaluating candidates, the Nominating and Corporate Governance Committee considers how a candidate’s particular background, experience, qualifications, attributes and skills may complement, supplement or duplicate those of other prospective candidates. The following table is presented in accordance with the requirements of, and in the format prescribed by, Nasdaq Rule 5606.

Director Nominations by Stockholders

Our Nominating and Corporate Governance Committee will consider candidates for nomination recommended by our stockholders and will evaluate candidates using the same process and criteria as candidates identified by the Nominating and Corporate Governance Committee. Stockholder nominations should be submitted in writing to the Nominating and Corporate Governance Committee, c/o our Corporate Secretary, JOANN, 5555 Darrow Road, Hudson, OH 44236. The full name and address of the proposed candidate, a description of the proposed candidate’s qualifications and any other relevant biographical information should be included in the nomination. The stockholder is required to provide the information about itself and the proposed nominee(s) as indicated in our Bylaws.

Advance Notice Bylaw. The advance notice provision of our Bylaws requires stockholders who nominate candidates to deliver written notice to the Secretary of JOANN not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting of stockholders. If the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder, to be timely, must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the 10th day following the day on which public disclosure of the date of such annual meeting was first made. The advance notice provision requires the stockholder to submit specific information concerning itself and the proposed nominee, including, but not limited to, ownership information, name and address, and appropriate biographical information about and qualifications of the proposed nominee.

The presiding officer of the meeting may refuse to acknowledge a nomination not made in compliance with these requirements. Similar procedures prescribed by the Bylaws are also applicable to stockholders who bring any other business before an annual meeting of the stockholders. See “Submission of Future Stockholder Proposals,” beginning on page 70.

					13

PROPOSAL 2

RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS JOANN’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 3, 2024

The Audit Committee has appointed Ernst & Young LLP, an independent registered public accounting firm, to audit JOANN’s financial statements for the fiscal year ending February 3, 2024. Ernst & Young LLP and its predecessors have served as our independent registered public accounting firm since 2002. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. The Audit Committee has asked the Board to submit to stockholders a proposal to ratify the appointment of Ernst & Young LLP.

Fees Paid to Independent Registered Public Accounting Firm

The following table presents fees for professional audit services rendered by Ernst & Young LLP for fiscal 2023 and fiscal 2022.

The Audit Committee has adopted policies and procedures for the pre-approval of all permitted non-audit services provided by our independent registered public accounting firm. All permitted non-audit services were pre-approved pursuant to this policy. A description of the policies and procedures appears below.

Policy and Procedures for Pre-Approval of Non-Audit Services by Outside Auditors

The Audit Committee has adopted a policy with respect to pre-approval of certain types of audit and non-audit related services specifically described by the Audit Committee on an annual basis. In general, the Audit Committee has pre-approved the provision of certain audit services and audit-related services, in each case up to an annual amount which varies by the type of services. Individual engagements anticipated to exceed such pre-established thresholds must be separately approved. This policy also sets forth certain services that the Company’s independent public accountant is prohibited from providing to the Company. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority with respect to permitted services.

14

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed our audited financial statements with management and Ernst & Young LLP, and has discussed with Ernst & Young LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

Additionally, the Audit Committee has received the written disclosures and the letter from Ernst & Young LLP, as required by the applicable requirements of the PCAOB regarding Ernst & Young LLP’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young LLP its independence from JOANN.

Based upon such review and discussion, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023 for filing with the SEC.

Submitted by the Audit Committee,

Anne Mehlman (Chair)

Marybeth Hays

Darrell Webb

The preceding Audit Committee Report does not constitute soliciting material and shall not be deemed to be filed, incorporated by reference into, or part of any filing made by us (including any future filings) with the SEC, notwithstanding any general statement contained in any such filing incorporating this report by reference, except to the extent we incorporate such report by specific reference.

					15

PROPOSAL 3

APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF JOANN’S NAMED EXECUTIVE OFFICERS

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act, we are asking stockholders to cast an advisory (non-binding) vote to approve the compensation of our named executive officers (the “Named Executive Officers” or “NEOs”), as disclosed pursuant to SEC rules, including in the Compensation Discussion and Analysis (“CD&A”) section, the executive compensation tables and the related compensation disclosures included in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders the opportunity to express their views about the compensation we pay to our Named Executive Officers, as described in this proxy statement. The vote is not intended to address any specific items of Named Executive Officer compensation, but rather to address our overall approach to the compensation of our Named Executive Officers described in this proxy statement.

The text of the resolution to be approved is as follows:

RESOLVED, that, on an advisory basis, the compensation of our Named Executive Officers, as disclosed in the Compensation Discussion and Analysis, compensation tables and related narratives and descriptions in our Proxy Statement for the 2023 Annual Meeting, is hereby APPROVED.

The Board believes that our executive compensation program is designed appropriately and is working effectively to help ensure that we compensate our Named Executive Officers for the achievement of annual and long-term performance goals that will enhance stockholder value. Before you vote, please review the sections captioned “Compensation Discussion and Analysis” and “Compensation of Our Named Executive Officers” below. These sections describe our Named Executive Officer compensation programs and the rationale behind the decisions made by our Board and Compensation Committee.

We have designed our executive compensation structure to attract, motivate, and retain executives with the skills required to formulate and implement our strategic business objectives and deliver on our commitment to build long-term stockholder value. We believe that our executive compensation program is competitive, strongly focused on pay-for-performance principles and appropriately balanced between risk and rewards.

You may vote “FOR” or “AGAINST” the resolution or abstain from voting on the resolution. The result of the say-on-pay vote will not be binding on us or our Board; however, the Board values the views of our stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions. We expect to hold the next say-on-pay vote at our 2024 annual meeting of stockholders.

If no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote “FOR” the approval, on an advisory basis, of the compensation of JOANN’s Named Executive Officers as disclosed in this proxy statement and described in Proposal 3.

16

PROPOSAL 4

APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE JOANN INC. 2021 EQUITY INCENTIVE PLAN

General

We are asking our stockholders to approve an amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. On February 27, 2023, upon recommendation by the Compensation Committee, the Board unanimously approved and adopted the amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. In this proposal, we refer to the original JOANN Inc. 2021 Equity Incentive Plan as the “2021 Plan,” and we refer to the amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan as the “Amended 2021 Plan.” The Company’s stockholders approved the 2021 Plan in connection with the consummation of our initial public offering in early 2021, and the Company’s stockholders are being asked to approve the Amended 2021 Plan at the Annual Meeting.

The Board is recommending that the Company’s stockholders vote in favor of the Amended 2021 Plan. The Amended 2021 Plan will continue to afford the Compensation Committee the ability to design compensatory awards that are responsive to the Company’s needs and includes authorization for a variety of awards designed to advance the interests and long-term success of the Company by encouraging stock ownership among officers and other employees of the Company and its subsidiaries, non-employee directors of the Company, and certain non-employees who provide employee-type services. You are being asked to approve the Amended 2021 Plan.

Subject to the 2021 Plan’s share counting rules as described below, there were initially 2,000,000 shares authorized for awards under the 2021 Plan (plus shares remaining available under certain of the Company’s prior equity plans). The 2021 Plan also contains provisions that increase the available share pool each calendar year (for 10 years) by a number of shares equal to the lesser of (1) 4% of our shares issued and outstanding on the last day of the immediately preceding fiscal year and (2) any smaller number as determined by the Board (the “Evergreen Feature”). Due to the decrease in the Company’s stock price since early 2021, however, in February 2023 the Board determined that the available share pool under the 2021 Plan (even when factoring in the Evergreen Feature) was insufficient to support the equity grants that the Compensation Committee desires to make in 2023 and potentially future years. As a result, the Board approved the Amended 2021 Plan primarily to retain the Evergreen Feature, but also to add additional shares to the available share pool under the Amended 2021 Plan.

Stockholder approval of the Amended 2021 Plan would constitute approval of 8,000,000 new shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”), in addition to the existing share pool under the 2021 Plan, for awards under the Amended 2021 Plan, as described below and in the Amended 2021 Plan (with such total share pool subject to adjustment, including under the Amended 2021 Plan’s share counting rules). The Amended 2021 Plan also retains the Evergreen Feature. If the Amended 2021 Plan is approved by stockholders, it will be effective as of February 27, 2023 (the date it was approved by the Board), and its terms (rather than those of the 2021 Plan) will govern grants on or after such date under the Amended 2021 Plan. If the Amended 2021 Plan is not approved by our stockholders, no awards will be retained or made under the Amended 2021 Plan, and the 2021 Plan will remain in effect.

The actual text of the Amended 2021 Plan is attached to this Proxy Statement as Appendix A. The following description of the Amended 2021 Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix A.

					17

Why We Recommend That You Vote for this Proposal

The Amended 2021 Plan continues to authorize the Compensation Committee to provide cash or equity-based compensation, primarily in the form of stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), other stock or cash based awards and dividend equivalents, to Company non-employee directors, plus officers and other employees of the Company (or any parent of the Company or subsidiary) and certain consultants to the Company or any parent of the Company or subsidiary. The purpose of the Amended 2021 Plan continues to be to promote the success and enhance the value of the Company by linking the individual interests of potential awardees to those of Company stockholders by providing such individuals with awards that incentivize outstanding performance to generate superior returns to Company stockholders and help the Company motivate, attract, and retain the services of potential awardees. Some of the key features of the Amended 2021 Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below in this subsection.

We believe our future success depends in part on our ability to attract, motivate, and retain high quality employees, Company directors, and consultants and that the ability to provide equity-based and incentive-based awards under the Amended 2021 Plan is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our employees and directors.

The use of shares of our Common Stock as part of our compensation program is also important to our continued success because equity-based awards are an essential component of our compensation program for key employees, as they link compensation with long-term stockholder value creation and reward holders based on service and/or the Company’s performance. As discussed in further detail in the “Compensation Discussion and Analysis,” equity compensation represents a significant portion of the compensation package for our Chief Executive Officer and other Named Executive Officers. Because our equity awards generally vest over multiple years, the value ultimately realized from these awards depends on the long-term value of shares of our Common Stock. Our equity compensation program also helps us to attract and retain talent in a highly competitive market, targeting individuals who are motivated by pay-for-performance.

As of February 24, 2023, only 2,780,572 shares of Common Stock remained available for issuance under the 2021 Plan. On February 27, 2023, we granted service-based RSUs with respect to 1,153,137 of these shares, leaving only 1,627,435 shares in the available share pool. As described further in this Proposal 4, on February 27, 2023, the Board approved the Amended 2021 Plan, adding 8,000,000 shares to the available share pool. On that date, we also made contingent grants of service-based stock options with respect to 3,539,510 shares, as further described in Proposal 5 (the “February Contingent Stock Options”). In addition, as described further in Proposal 6, on April 17, 2023, the Board made contingent grants of service-based stock options with respect to 512,816 shares (the “April Contingent Stock Options”).

If each of this Proposal 4 and Proposal 5 and Proposal 6 is approved by the Company’s stockholders at the Annual Meeting, then both the February Contingent Stock Options and the April Contingent Stock Options will be counted against the new 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan. If only this Proposal 4 (but not Proposal 5 and/or Proposal 6) is approved by the Company’s stockholders at the Annual Meeting, then the respective February Contingent Stock Options and/or April Contingent Stock Options will be rescinded, terminate and expire without any effect (and will not be counted against the new 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan), but an additional 8,000,000 shares will be available under the Amended 2021 Plan. If only Proposal 5 and/or Proposal 6 (but not this Proposal 4) is approved by the Company’s stockholders at the Annual Meeting, then the additional 8,000,000 shares will NOT be available (pursuant to Nasdaq rules and regulations) under the Amended 2021 Plan (and as a result the February Contingent Stock Options and the April Contingent Stock Options will still be rescinded, terminate and expire without any effect).

If the Amended 2021 Plan is not approved, we may be compelled to increase significantly the cash component of our employee and non-employee director compensation, which may not necessarily align employee and non-employee director compensation interests with the investment interests of our stockholders. Replacing equity awards with cash also would increase cash compensation expense and use cash that could be better utilized by the Company.

The following includes aggregated information regarding our view of the overhang and dilution associated with the 2021 Plan and the potential stockholder dilution that would result if our proposed share authorization under the Amended 2021 Plan is approved pursuant to this Proposal 4. The information below is as of April 26, 2023. As of that date, there were approximately                shares of our Common Stock outstanding:

Under the 2021 Plan (or prior plans):

18

Under the Amended 2021 Plan:

Total potential overhang or dilution under the Amended 2021 Plan:

Based on the closing price on the Nasdaq for our shares of Common Stock on April 26, 2023 of $                per share, the aggregate market value as of April 26, 2023 of the new 8,000,000 shares of Common Stock under the Amended 2021 Plan was $                .

In fiscal years 2021, 2022 and 2023, we granted awards under the 2021 Plan (or prior plans) covering 1,892,209 shares, 873,494 shares, and 973,023 shares of Common Stock, respectively. Based on our basic weighted average of shares of Common Stock outstanding for those three years of 40,739,485, 40,805,319 and 34,902,380, respectively, for the three-fiscal-year period 2021-2023, our average burn rate, not taking into account forfeitures, was 3.21% (our individual years’ burn rates were 4.64% for fiscal 2021, 2.14% for fiscal 2022, and 2.79% for fiscal 2023).

In determining the number of shares to request for approval under the Amended 2021 Plan, our management team worked with the Compensation Committee to estimate an appropriate number of additional shares to cover desired grants by the Compensation Committee during the remaining life of the Amended 2021 Plan.

If the Amended 2021 Plan is approved, we intend to use the shares authorized under the Amended 2021 Plan to continue our practice of incentivizing key individuals through equity grants. We currently anticipate that the 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan, combined with the shares available for future awards from the 2021 Plan and the Evergreen Feature, will last for about the next one to two years of grants under the Amended 2021 Plan, based on our historic grant rates and the approximate current share price (but could last for a different period of time if actual practice does not match recent rates or our share price changes materially). As noted below, our Compensation Committee would retain full discretion under the Amended 2021 Plan to determine the number and amount of awards to be granted under the Amended 2021 Plan, subject to the terms of the Amended 2021 Plan. Apart from the information described below, future benefits that may be received by holders under the Amended 2021 Plan are not determinable at this time.

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholders’ equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described above.

					19

In evaluating this proposal, stockholders should consider all of the information in this proposal. In addition, stockholders should note Proposal 5 and Proposal 6 in this proxy statement when making a decision regarding this Proposal 4.

Material Changes from the 2021 Plan

The Amended 2021 Plan (1) increases the fixed number of shares of Common Stock available under the 2021 Plan by 8,000,000 shares to 10,000,000 shares (and retains the Evergreen Feature), (2) correspondingly increases the limit on shares of Common Stock that may be issued or transferred upon the exercise of incentive stock options granted under the 2021 Plan, during its duration (as described below), by 8,000,000 shares of Common Stock, (3) applies the 5% carve-out from the minimum vesting provisions to the entire available share pool (not just shares available as of the original effective date of the 2021 Plan), (4) adds clarification language regarding whistleblower activities, and (5) extends the term of the 2021 Plan until the tenth anniversary of the date of stockholder approval of the Amended 2021 Plan. The Amended 2021 Plan also makes certain other conforming, clarifying or nonsubstantive changes to the terms of the 2021 Plan to implement the Amended 2021 Plan.

We have not made any other material changes to the terms of the 2021 Plan.

Other Amended 2021 Plan Highlights

Below are certain highlights of the Amended 2021 Plan:

Reasonable Plan Limits. Subject to adjustment as described in the Amended 2021 Plan, including the Amended 2021 Plan’s share counting rules, awards under the Amended 2021 Plan are limited to an aggregate number of shares equal to the sum of: (1) 10,000,000 shares (consisting of 2,000,000 shares subject to the 2021 Plan, plus 8,000,000 shares made available under the Amended 2021 Plan); plus (2) shares remaining available under certain of the Company’s prior equity plans when the 2021 Plan became effective; plus (3) an annual increase on the first day of each calendar year beginning on January 1, 2022 and ending on and including January 1, 2031 equal to the lesser of (A) 4% of the shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of shares as determined by the Board. Any shares distributed pursuant to an award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.

Non-Employee Director Compensation Limit. The Amended 2021 Plan provides that in no event will any non-employee director in any one calendar year be granted equity-based awards or cash-based awards (or other fees) for such service having an aggregate maximum value in excess of $600,000, subject to certain exceptions as described in the Amended 2021 Plan.

Allowances for Substitute Awards and Pre-Existing Plans. “Substitute Awards” are awards granted under the Amended 2021 Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity.

Substitute Awards may be granted on such terms as the Amended 2021 Plan Administrator deems appropriate, notwithstanding limitations on awards in the Amended 2021 Plan. Substitute Awards will not reduce the shares authorized for grant under the Amended 2021 Plan, except as may be required by reason of Section 422 of the Internal Revenue Code, and shares subject to such Substitute Awards will not be added to the shares available for awards under the Amended 2021 Plan. Additionally, in the event that a company acquired by the Company or any subsidiary with which the Company or any subsidiary combines has shares available under a pre-existing plan approved by its stockholders not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan may be used for awards under the Amended 2021 Plan and will not reduce the shares authorized for grant under the Amended 2021 Plan (and shares subject to such awards will not be added to the shares available for awards under the Amended 2021 Plan).

Limited Share Recycling Provisions. Subject to certain exceptions described in the Amended 2021 Plan, if any award granted under the Amended 2021 Plan is forfeited, expires, is surrendered pursuant to an exchange program, converted to shares of another person in connection with an applicable transaction, or is settled for cash (in whole or in part), the shares of Common Stock subject to such award will again be available for future grants under the Amended 2021 Plan. The payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Amended 2021 Plan.

20

Change in Control Definition. The Amended 2021 Plan includes a non-liberal definition of “Change in Control,” which is described below.

Accommodates Clawback Policies. The Amended 2021 Plan provides that all awards (including any proceeds, gains or other economic benefit actually or constructively received by a holder upon any receipt or exercise of any award or upon the receipt or resale of any shares underlying the award and any payments of a portion of an incentive-based bonus pool allocated to a holder) will be subject to the provisions of any clawback policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of applicable law, including, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, whether or not such claw-back policy was in place at the time of grant of an award, to the extent set forth in such clawback policy and/or in the applicable award agreement.

Exercise or Base Price Limitation. The Amended 2021 Plan also provides that, except with respect to certain converted, assumed, or substituted awards as described in the Amended 2021 Plan, no options or stock appreciation rights will be granted with an exercise or base price less than the fair market value of a share our of Common Stock on the date of grant.

Minimum Vesting Periods. No award (or portion thereof) granted under the Amended 2021 Plan will vest earlier than the first anniversary of the date the award is granted and no award agreement will reduce or eliminate such minimum vesting requirement. The foregoing minimum vesting requirement will not apply to: (1) Substitute Awards, (2) any awards delivered in lieu of fully-vested cash-based awards (or other fully-vested cash awards or payments), (3) any awards to non-employee directors for which the vesting period runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders, or (4) any other awards granted by the Administrator from time to time that result in the issuance of an aggregate of up to 5% of the shares available under the Amended 2021 Plan.

Summary of Other Material Terms of the Amended 2021 Plan

Administration. Generally, the Board will administer the Amended 2021 Plan but the Board may delegate the authority to administer the Amended 2021 Plan to the Compensation Committee or another committee of the Board. References to the “Administrator” in this proposal generally refer to the Compensation Committee or other such committee designated by the Board, or the Board, as applicable. The Administrator has the exclusive power, authority, and sole discretion to: (1) designate individuals to receive awards; (2) determine the type of awards to be granted to eligible individuals; (3) determine the number of awards to be granted and the number of shares to which an award will relate; (4) determine the terms and conditions of any award granted pursuant to the Amended 2021 Plan; (5) institute and determine the terms and conditions of any exchange program; (6) determine whether, to what extent, and under what circumstances an award may be settled in, or the exercise of an award may be paid in cash, shares other awards, or other property, or an award may be canceled, forfeited, or surrendered; (7) prescribe the form of each award agreement; (8) decide all other matters that must be determined in connection with an award; (9) establish, adopt, or revise any programs, rules and regulations as it may deem necessary or advisable to administer the Amended 2021 Plan; (10) interpret the terms of, and any matter arising pursuant to, the Amended 2021 Plan, any program or any award agreement, and (11) make all other decisions and determinations that may be required pursuant to the Amended 2021 Plan or as the Administrator deems necessary or advisable to administer the Amended 2021 Plan. The Administrator may from time to time delegate its authority to grant or amend awards or to take other administrative actions to a subcommittee. The Administrator has the exclusive power, authority and sole discretion to accelerate, wholly or partially, the vesting or lapse of restrictions of any award at any time after the grant of an award.

Participation. The Administrator may, from time to time, select among the people who are Company non-employee directors, officers or other employees of the Company (or any parent of the Company or subsidiary) or an eligible consultants to the Company (or any parent of the Company or subsidiary) to be granted an award under the Amended 2021 Plan. As of April 26, 2023, there were approximately                such employees,                such consultants, and six such non-employee directors of the Company eligible to participate in the Amended 2021 Plan. The basis for participation in the Amended 2021 Plan by eligible persons is the selection of such persons for participation by the Administrator (or its proper delegate) in its discretion.

Number of Shares. If any shares of Common Stock subject to an award are forfeited or expire, are surrendered pursuant to an exchange program, are converted to shares of another person in connection with a recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination, exchange of shares or other similar event, or such award is settled for cash (in whole or in part), the shares of Common Stock subject to such award will again be available for future grants of awards under the Amended 2021 Plan. Notwithstanding the foregoing, the following shares of Common Stock will not be added to the

					21

shares authorized for grant and will not be available for future grants of awards: (1) shares tendered by a holder or withheld by the Company in payment of the exercise price of an option; (2) shares tendered by a holder or withheld by the Company to satisfy any tax withholding obligation with respect to an award; (3) shares subject to a stock appreciation right or other stock-settled award that are not issued in connection with the settlement or exercise, as applicable, of the stock appreciation right or other stock-settled award; and (4) shares purchased on the open market by the Company with the cash proceeds received from the exercise of options. Any shares repurchased by the Company under the Amended 2021 Plan at the same price paid by the holder so that such shares are returned to the Company will again be available for awards.

Types of Awards Under the Amended 2021 Plan. Pursuant to the Amended 2021 Plan, the Company may grant options (including options intended to be “incentive stock options” as defined in Section 422 of the Internal Revenue Code), stock appreciation rights, restricted stock, restricted stock units, and other stock or cash based awards and dividend equivalents based on or related to shares of our Common Stock.

Generally, each grant of an award under the Amended 2021 Plan will be evidenced by an award agreement approved by the Administrator that sets forth the terms and conditions with respect to such award as the Administrator will determine consistent with the Amended 2021 Plan. A brief description of the types of awards which may be granted under the Amended 2021 Plan is set forth below.

Options. An option is a right to purchase shares of Common Stock at a specified exercise price upon exercise of the option. Options granted under the Amended 2021 Plan may consist of either a non-qualified stock option that is not intended to be an “incentive stock option” or an incentive stock option. The Administrator may grant Options intended to qualify as “incentive stock options” only to employees. Options granted to non-employee directors and consultants will only be non-qualified stock options. Except with respect to certain awards issued as Substitute Awards, the exercise price per share subject to each option will not be less than 100% of the fair market value of a share on the date the option is granted (or, as to incentive stock options, on the date the option is modified, extended or renewed for purposes of Section 424(h) of the Internal Revenue Code). The term of an option may not extend more than 10 years from the date of grant. The period during which the right to exercise an option will be set by the Administrator and set forth in an award agreement. In-the-money options will be automatically exercised at the end of the term, unless otherwise provided by the Administrator in an award agreement. Options may provide for continued vesting or the earlier exercise of the options in the event of a qualifying termination of service. Options granted under the Amended 2021 Plan generally may not provide for dividends or dividend equivalents.

Stock Appreciation Rights. A stock appreciation right is an award entitling the holder to exercise all or a specified portion of the award (to the extent then exercisable pursuant to its terms) and to receive from us an amount determined by multiplying (1) the difference obtained by subtracting (A) the exercise price per share of such award from (B) the fair market value on the date of exercise of such award by (2) the number of shares of Common Stock with respect to which such award will have been exercised, subject to any limitations the Administrator may impose. Except with respect to certain awards issued as Substitute Awards, the exercise price per share subject to each stock appreciation right will not be less than 100% of the fair market value of a share on the date the stock appreciation right is granted. The term of a stock appreciation right may not extend more than 10 years from the date of grant. The period during which a stock appreciation right vests will be set by the Administrator and set forth in an award agreement. In-the-money stock appreciation rights will be automatically exercised at the end of the term unless otherwise provided by the Administrator in an award agreement. Stock appreciation rights may provide for continued vesting or earlier exercise in the event of a qualifying termination of service. Payment of the amounts payable with respect to stock appreciation rights will be in cash, shares of Common Stock (based on fair market value as of the date the stock appreciation right is exercised), or a combination of both. Stock appreciation rights granted under the Amended 2021 Plan generally may not provide for dividends or dividend equivalents.

Restricted Stock. Restricted stock is Common Stock that is awarded under the Amended 2021 Plan that is subject to certain restrictions and may be subject to risk of forfeiture or repurchase. The Administrator may grant restricted stock, or the right to purchase restricted stock, the eligible individuals and will determine the terms and conditions, including the restrictions applicable to each award of restricted stock, and may impose such conditions on the issuance of such restricted stock as it deems appropriate. The Administrator will establish the purchase price, if any, and form of payment for restricted stock. Any purchase price that is charged much be no less than the par value of the shares to be purchased, unless otherwise permitted by applicable law. In all cases, legal consideration will be required for each issuance of restricted stock to the extent required by applicable law. A holder of restricted stock will have all the rights of a stockholder with respect to the restricted stock, including the right to receive dividends.

22

Upon a holder’s termination of service, if no price was paid by the holder for the restricted stock, the holder’s rights in unvested restricted stock will lapse, and the restricted stock will be surrendered to the Company and cancelled without termination. If a price was paid by the holder for the restricted stock, upon a termination of service during the applicable restriction period, the Company will have the right to repurchase from the holder the unvested restricted stock then subject to restrictions at a cash price per share equal to the price paid by the holder for such restricted stock or such other amount as may be specified in the applicable award agreement.

Each grant of restricted stock will be evidenced by an award agreement, and all shares of restricted stock will be subject to such restriction and vesting requirements as the Administrator will provide in such award agreement. Each award agreement will be subject to the Amended 2021 Plan and will contain such terms and provisions, consistent with the Amended 2021 Plan, as the Administrator may approve.

Restricted Stock Units. Restricted stock units are rights to receive shares of Common Stock awarded under the Amended 2021 Plan. The Administrator may grant awards of restricted stock units to any eligible individuals selected by the Administrator in such amounts and subject to such terms and conditions as determined by the Administrator. A holder will have no rights of a stockholder with respect to shares subject to any restricted stock unit unless and until the shares are delivered in settlement of the award. At the time of grant, the Administrator will specify the date or dates on which the restricted stock units will become fully vested and nonforfeitable, and may specify conditions to vesting such as vesting based upon the holder’s duration of service to the Company or a subsidiary, one or more performance goals or other specific criteria, in each case on a specified date or dates or over any period or periods, as determined by the Administrator. In general, an award of restricted stock units will only be eligible to vest while the holder is an employee, a consultant or a non-employee director, but the Administrator may provide that a restricted stock unit award may become vested subsequent to a qualifying termination of service in the event of the occurrence of certain events, including a change in control, the holder’s death, retirement or disability.

At the time of grant, the Administrator will specify the maturity date applicable to each grant of restricted stock units, which will be no earlier than the vesting date or dates of the award and may be determined at the election of the holder. The maturity date will be no later than (1) the 15th day of the third month following the end of the calendar year in which the applicable portion of the restricted stock unit vests; and (2) the 15th day of the third month following the end of the Company’s fiscal year in which the applicable portion of the restricted stock unit vests. On the maturity date, the Company will transfer to the holder one unrestricted, fully transferable share for each restricted stock unit scheduled to be paid out on such date and not previously forfeited, or in the sole discretion of the Administrator, an amount in cash equal to the fair market value of such shares on the maturity date or a combination of cash and Common Stock, as determined by the Administrator

Each grant of a restricted stock unit award will be evidenced by an award agreement. Each award agreement will be subject to the Amended 2021 Plan and will contain such terms and provisions, consistent with the Amended 2021 Plan, as the Administrator may approve.

Other Stock or Cash Based Awards. The Administrator is authorized to grant other stock or cash based awards, including awards entitling a holder to receive shares of Common Stock or cash to be delivered immediately or in the future, to an eligible individual. The Administrator will determine the terms and conditions of each other stock or cash based award, including the term of the award, any exercise or purchase price, performance criteria and performance goals, transfer restrictions, vesting conditions and other terms and conditions applicable to the award, which will be set forth in the applicable award agreement. Other stock or cash based awards may be paid in cash, shares of Common Stock, or a combination of cash and shares of Common Stock, and may be available as a form of payment in the settlement of other awards granted under the Amended 2021 Plan, as stand-alone payments, as a part of a bonus, deferred bonus, deferred compensation or other arrangement, and/or as payment in lieu of compensation to which an eligible individual is otherwise entitled.

Dividend Equivalents. The Administrator may grant dividend equivalents, either alone or in tandem with another award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the dividend equivalents are granted to a holder and the date such dividend equivalents terminate or expire, as determined by the Administrator. Such dividend equivalents will be converted to cash or additional shares of Common Stock as may be determined by the Administrator.

Change in Control. The Amended 2021 Plan includes a definition of “Change in Control.” Subject to the terms of the Amended 2021 Plan, in general, a Change in Control means the occurrence of: (1) the acquisition by a person or group of beneficial ownership of Company securities constituting more than 50% of the voting power of the Company’s securities,

					23

subject to certain exceptions as described in the Amended 2021 Plan (including certain acquisitions by Leonard Green & Partners, L.P. or certain of its affiliates); or (2) during any 12-month period, the incumbent Board (meaning the directors who, at the beginning of such period, constitute the Board (together with any new directors whose service is approved as described in the Amended 2021 Plan)), subject to certain exceptions as described in the Amended 2021 Plan, cease for any reason to constitute a majority of the Board; or (3) consummation by the Company of certain corporate transactions (such as certain mergers, consolidations, reorganizations, or business combinations, or a sale of all or substantially all of the Company’s assets) that result in an effective change in the ownership or control of the Company, as further described in the Amended 2021 Plan and subject to such exceptions and conditions as described therein; or (4) a date specified by the Board following approval by the Company’s stockholders of a plan of complete liquidation or dissolution of the Company.

Performance Criteria. The Amended 2021 Plan generally provides that any of the awards set forth above may be granted subject to the achievement of specified performance criteria or performance goals.

Performance goals are defined as the goals established in writing by the Administrator for a performance period based upon performance criteria, which may be expressed in terms of overall Company performance or the performance of a subsidiary, division, business unit, or an individual, and are determined with reference to applicable accounting standards or other performance criteria as determined by the Administrator. Performance criteria may include, on a non-exhaustive basis: (1) net earnings or losses; (2) net income; (3) adjusted net income; (4) operating earnings or profit; (5) cash flow; (6) return on assets; (7) return on capital and cost of capital; (8) return on stockholders’ equity; (9) total stockholder return; (10) return on sales; (11) gross or net profit or operating margin; (12) costs, reductions in costs and cost control measures; (13) expenses; (14) working capital; (15) earnings or loss per share; (16) adjusted earnings or loss per share; (17) price per share or dividends per share; (18) regulatory achievements or compliance; (19) implementation or completion of critical projects; (20) market share; (21) economic value; (22) individual employee performance; (23) leverage ratio; and (24) customer satisfaction.

Additionally, in the event of a stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution of Company assets to stockholders, or any other change affecting the capital structure of the Company, the Administrator may in its discretion make equitable adjustments to such performance criteria or goals.

Transferability of Awards. Except as otherwise provided in the Amended 2021 Plan, no award under the Amended 2021 Plan may be sold, pledged, assigned or transferred in any manner other than (1) by will or the laws of descent and distribution, or (2) pursuant to a domestic relations order as described in the Amended 2021 Plan, unless and until such award has been exercised or the shares underlying such award have been issued and all restrictions applicable to such shares have lapsed. In general, during the lifetime of the holder of an award, only the holder may exercise a stock option or stock appreciation right. In certain circumstances, the Administrator may permit a holder to transfer an award (other than an incentive stock option) to a permitted transferee. These transfer provisions are subject to certain other exceptions and conditions as further described in the Amended 2021 Plan.

Adjustments; Corporate Transactions. The Administrator may make adjustments to (1) the aggregate number and kind of shares of Common Stock that may be issued; (2) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding awards; (3) the terms and conditions of any outstanding awards (including, without limitation, any applicable performance criteria and performance goals with respect thereto); (4) the grant or exercise price per share for any outstanding awards; and (5) the number and kind of shares of Common Stock for which automatic grants are to be made to non-employee directors, as the Administrator deems to be equitable in the event of a stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share price of the Company’s stock.

In the event of any such transaction or event, or any unusual or nonrecurring transactions or events affecting the Company or a subsidiary, the Administrator may take the following actions that it deems appropriate in order to order to prevent dilution or enlargement of the benefits: (1) provide for the termination of any award in exchange for an amount of cash or property with a value equal to the amount that would have been attained upon exercise of such award or realization of the holder’s rights; (2) provide that such award be assumed by a successor or survivor corporation or provide that the award will be a substitute for similar awards covering the stock of the successor or survivor corporation; (3) make adjustments in the number and type of shares of Common Stock subject to outstanding awards, and the terms and conditions of, and the criteria included in, outstanding awards; (4) provide that an award will be exercisable and payable or fully vested with respect to all shares of Common Stock covered by the award; (5) replace the award with other rights or property selected by the Administrator; and (6) provide that the award cannot vest, be exercised or become payable after the event.

24

In the event of an equity restructuring, the Administrator, in its sole discretion, may make equitable adjustments with respect to the number and type of securities subject to outstanding awards and the exercise price or grant price of such awards.

In the event of a Change in Control, generally awards will continue in effect or will be assumed or substituted by the successor entity and any performance-based awards will be subject to the terms and conditions of the applicable award agreement or the Administrator’s discretion. However, in the event of a change in control, the Administrator also may elect to terminate awards in exchange for cash, rights or property, or cause an award to become fully exercisable and no longer subject to any forfeiture restrictions.

Grants to Non-U.S. Based Holders. In order to comply with the laws in countries other than the United States in which the Company and its subsidiaries operate or have employees, non-employee directors or consultants, or in order to comply with the requirements of any foreign securities exchange or other applicable law, the Administrator, in its sole discretion, will have the power and authority to: (1) determine which subsidiaries will be covered by the Amended 2021 Plan; (2) determine which eligible individuals outside the United States are eligible to participate in the Amended 2021 Plan; (3) modify the terms and conditions of any award granted to eligible individuals outside the United States to comply with applicable law; (4) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable; and (5) take any action, before or after an award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any foreign securities exchange.

Withholding. The Company or any subsidiary will have the authority and the right to deduct or withhold, or require a holder to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any taxable event concerning a holder arising as a result of the Amended 2021 Plan or any award. The Administrator may, in its sole discretion and in satisfaction of the foregoing requirement, or in satisfaction of such additional withholding obligations as a holder may have elected, allow a holder to satisfy such obligations by any payment means described in the Amended 2021 Plan, including by allowing the holder to elect to have the Company or a subsidiary withhold shares of Common Stock otherwise issuable under an award (or allow the surrender of shares). The number of shares of Common Stock that may be so withheld or surrendered will be limited to the number of shares that have a fair market value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum statutory withholding rates in such holder’s applicable jurisdictions for federal, state, local and foreign income tax and payroll tax purposes that are applicable to such taxable income. The Administrator will determine the fair market value of the shares, consistent with applicable provisions of the Internal Revenue Code.

No Right to Continued Employment. The Amended 2021 Plan does not confer upon any participant any right with respect to continuance of employment or service with the Company or any of its subsidiaries.

Effective Date of the Amended 2021 Plan. The 2021 Plan became effective in March 2021. The Amended 2021 Plan was effective as of February 27, 2023, but is being submitted to the Company’s stockholders for their subsequent approval, including for purposes of compliance with Nasdaq stockholder approval rules. Please note that approval of this Proposal 4 is separate and apart from, and does not depend on, approval of Proposal 5 and/or Proposal 6 in this Proxy Statement.

Amendment, Suspension or Termination of the Amended 2021 Plan. The Board generally may amend, modify, suspend, or terminate the Amended 2021 Plan at any time or from time to time in whole or in part. However, no amendment, suspension or termination of the Amended 2021 Plan may, without the consent of the holder, materially and adversely affect any rights or obligations under any award granted or awarded, unless the award itself otherwise expressly so provides. The Board generally may not increase the maximum number of shares of Common Stock available for issuance under the Amended 2021 Plan without the Company’s stockholders’ approval. Awards may not be granted or awarded during any period of suspension or after termination of the Amended 2021 Plan, and no awards may be granted under the Amended 2021 Plan on or after the tenth anniversary of the date in 2023 on which the Amended 2021 Plan is approved by the Company’s stockholders.

New Plan Benefits

Generally, it is not possible to determine the specific amounts and types of awards that may be awarded in the future under the Amended 2021 Plan because the grant and actual pay-out of awards under the Amended 2021 Plan are subject to the discretion of the Administrator. However, the February Contingent Stock Options and the April Contingent Stock Options have already been approved on a contingent basis under the Amended 2021 Plan (see Proposal 5 and Proposal 6,

					25

respectively, for more information about these grants), and certain awards to the Company’s non-employee directors are expected to be granted under the Amended 2021 Plan shortly after the Annual Meeting, all as further described in the following table:

JOANN INC. 2021 EQUITY INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE FEBRUARY 27, 2023)

U.S. Federal Income Tax Consequences

Tax Consequences to Holders. The following is a brief summary of certain of the federal income tax consequences of certain transactions under the Amended 2021 Plan based on federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for Amended 2021 Plan holders, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Restricted Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted stock (reduced by any amount paid by the recipient for such restricted stock) at such time as the shares of restricted stock are no longer subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Internal Revenue Code (“Restrictions”). However, a recipient who so elects under Section 83(b) of the Internal Revenue Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the shares equal to the excess of the fair market value of such shares (determined without regard to the Restrictions) over the purchase price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to restricted stock that are subject to the Restrictions generally will be treated as compensation that is taxable as ordinary income to the recipient.

Non-Qualified Stock Options. In general:

26

Incentive Stock Options. No income generally will be recognized by a holder upon the grant or exercise of an incentive stock option. The exercise of an incentive stock option, however, may result in alternative minimum tax liability. If shares of Common Stock are issued to the holder pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such holder within two years after the date of grant or within one year after the transfer of such shares to the holder, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the holder as a long-term capital gain and any loss sustained will be a long-term capital loss.

If shares of Common Stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration of either holding period described above, the holder generally will recognize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized by the holder generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period.

Stock Appreciation Rights. No income will be recognized by a holder in connection with the grant of stock appreciation rights. When the appreciation right is exercised, the holder normally will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the fair market value of any unrestricted shares of Common Stock received on the exercise.

Restricted Stock Units. No income generally will be recognized upon the award of restricted stock units. The recipient of a restricted stock unit award generally will be subject to tax at ordinary income rates on the fair market value of unrestricted shares of Common Stock on the date that such shares are transferred to the holder under the award (reduced by any amount paid by the holder for such restricted stock units), and the capital gains/loss holding period for such shares will also commence on such date.

Other Stock-Based or Cash-Based Awards. A participant who receives any other stock-based or cash-based award will recognize income when the award is paid. The amount of cash and the market value of the shares of Common Stock received will be ordinary income to the participant.

Tax Consequences to the Company or its Subsidiaries

To the extent that a holder recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the holder performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code.

Prior Awards Granted to Certain Persons Under the 2021 Plan

Since the inception of the 2021 Plan through April 26, 2023, the following persons or groups have received the following numbers of RSUs and/or stock option awards for the following numbers of shares of Common Stock under the 2021 Plan (excluding the February Contingent Stock Options and the April Contingent Stock Options described in the New Plan Benefits table above):

					27

No awards have been received under the 2021 Plan by any associates of such directors or executive officers, and no other persons have received 5% or more of such options and RSUs.

Registration with the SEC

We intend to file a registration statement on Form S-8 relating to the issuance of the new shares of Common Stock under the Amended 2021 Plan with the SEC pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as soon as practicable after approval of the Amended 2021 Plan by our stockholders.

Vote Required for Approval

Approval of the Amended 2021 Plan requires the affirmative vote of the holders of a majority of the votes cast on Proposal 4 at the Annual Meeting.

28

PROPOSAL 5

APPROVAL OF FEBRUARY 2023 CONTINGENT STOCK OPTION GRANTS UNDER THE AMENDED AND RESTATED JOANN INC. 2021 EQUITY INCENTIVE PLAN

General

From March 2021 through 2022, we historically provided equity grants to eligible participants under the JOANN Inc. 2021 Equity Incentive Plan. On February 27, 2023, upon recommendation by the Compensation Committee, the Board unanimously approved and adopted the amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. Pursuant to Proposal 4 above, we are asking our stockholders to approve that amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. In this proposal, we refer to the original JOANN Inc. 2021 Equity Incentive Plan as the “2021 Plan,” and we refer to the amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan as the “Amended 2021 Plan.”

Under this Proposal 5, we are separately asking our stockholders to approve certain stock option awards already granted under the Amended 2021 Plan that are specifically contingent on stockholder approval of such awards (under this Proposal 5) plus stockholder approval of the Amended 2021 Plan (under Proposal 4). These contingent stock options are referred to in this proposal as the February Contingent Stock Options.

Background

Subject to the 2021 Plan’s share counting rules, there were initially 2,000,000 shares authorized for awards under the 2021 Plan (plus shares remaining available under certain of the Company’s prior equity plans). The 2021 Plan also contains provisions that increase the available share pool each calendar year (for 10 years) by a number of shares equal to the lesser of (1) 4% of our shares issued and outstanding on the last day of the immediately preceding fiscal year and (2) any smaller number as determined by the Board (the “Evergreen Feature”). Due to the decrease in the Company’s stock price since early 2021, however, in February 2023 the Board determined that the available share pool under the 2021 Plan (even when factoring in the Evergreen Feature) was insufficient to support the equity grants that the Compensation Committee desires to make in 2023 and potentially future years. As of February 24, 2023, only 2,780,572 shares of Common Stock remained available for issuance under the 2021 Plan. On February 27, 2023, we granted service-based RSUs with respect to 1,153,137 of these shares, leaving only 1,627,435 shares in the available share pool.

As described further in Proposal 4, on February 27, 2023, the Board approved the Amended 2021 Plan, adding 8,000,000 shares to the available share pool. On that date, we also made contingent grants of service-based stock options with respect to 3,539,510 shares (the “February Contingent Stock Options”).

If both this Proposal 5 and Proposal 4 are approved by the Company’s stockholders at the Annual Meeting, then the February Contingent Stock Options will be counted against the new 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan. If Proposal 4 (but not this Proposal 5) is approved by the Company’s stockholders at the Annual Meeting, then the February Contingent Stock Options will be rescinded, terminate and expire without any effect (and will not be counted against the new 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan), but an additional 8,000,000 shares will be available under the Amended 2021 Plan. If this Proposal 5 (but not Proposal 4) is approved by the Company’s stockholders at the Annual Meeting, then the additional 8,000,000 shares will NOT be available (pursuant to Nasdaq rules and regulations) under the Amended 2021 Plan (and as a result the February Contingent Stock Options will still be rescinded, terminate and expire without any effect).

The actual text of the Amended 2021 Plan is attached to this Proxy Statement as Appendix A, and the actual text of the form award agreement for the February Contingent Stock Options is attached to this Proxy Statement as Appendix B. The following description of the February Contingent Stock Options is only a summary of their principal terms and provisions and is qualified by reference to the actual text of the award documentation as set forth in Appendix A and Appendix B.

					29

Why We Recommend That You Vote for this Proposal

Please refer to Proposal 4 in this Proxy Statement for more information about our use of the 2021 Plan and the Amended 2021 Plan for equity compensation purposes, and to inform you further about this Proposal 5. Please also refer to Proposal 6 in this Proxy Statement.

We believe our future success depends in part on our ability to attract, motivate, and retain high quality employees, Company directors, and consultants and that the ability to provide equity-based and incentive-based awards under the Amended 2021 Plan (such as the February Contingent Stock Options) is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our employees and directors.

The Board is recommending that the Company’s stockholders vote in favor of the February Contingent Option Awards. The use of shares of our Common Stock as part of our compensation program is also important to our continued success because equity-based awards are an essential component of our compensation program for key employees, as they link compensation with long-term stockholder value creation and reward holders based on service and/or the Company’s performance. As discussed in further detail in the “Compensation Discussion and Analysis,” equity compensation represents a significant portion of the compensation package for our Chief Executive Officer and other Named Executive Officers. Because our equity awards generally vest over multiple years, the value ultimately realized from these awards depends on the long-term value of shares of our Common Stock. Our equity compensation program also helps us to attract and retain talent in a highly competitive market, targeting individuals who are motivated by pay-for-performance. As such, the February Contingent Option Awards are a key component of the overall compensation for our senior-most executive officers for fiscal 2024.

On February 27, 2023, upon recommendation by the Compensation Committee, the Board approved the February Contingent Stock Options for grant to nine of our executive officers. In making these grants, the Board determined that it was in the best interests of the Company and its stockholders to provide the February Contingent Stock Option awards, reflecting what the Compensation Committee intended to be the officers’ standard 2023 stock option awards, to these officers at that time, rather than delaying such grants to after the Annual Meeting and anticipated stockholder approval of Proposal 4. These grants were evaluated as necessary and appropriate to continue to retain and motivate our senior-most executive officers. In approving the February Contingent Stock Option awards, the exercise price for such awards was established at the closing price for the Common Stock on February 27, 2023 (of $3.48 per share). We note that this price is in excess of the Company’s current stock price, measured as of the closing price on Nasdaq on April 26, 2023 of $                . The Compensation Committee made its recommendation of the February Contingent Stock Options generally based on historical practice of total equity compensation grants in relation to the executive officer’s base salary (for example, 2.25x for our CEO, 1.5x for our executive vice presidents and 1x for our senior vice presidents).

If the February Contingent Stock Options are not approved pursuant to this Proposal 5, we may be compelled to increase significantly the cash component of our executive compensation for executive officers that received (and then forfeited) the February Contingent Stock Options, which additional cash amounts may not necessarily align such executives’ compensation interests with the investment interests of our stockholders. Replacing these equity awards with cash also would increase cash compensation expense and use cash that could be better utilized by the Company.

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholders’ equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests.

In evaluating this proposal, stockholders should consider all of the information in this proposal. In addition, stockholders should note Proposal 4 and Proposal 6 in this Proxy Statement when making a decision regarding this Proposal 5.

Summary of February Contingent Stock Options

Governing Plan Provisions. The February Contingent Stock Options are granted under the terms of the Amended 2021 Plan. For more information about those terms, please see Proposal 4 in this Proxy Statement.

Eligibility. Nine of our senior-most executive officers (identified below) received the February Contingent Stock Options. The basis for their participation in the February Contingent Stock Options was the selection of such persons for award by the Compensation Committee in its discretion (with such decision approved by the Board).

30

Size of Grants. The following new plan benefits table describes the size, in terms of applicable shares of Common Stock, of the February Contingent Stock Options granted to the participating executive officers, generally in consideration of their faithful and efficient services to the Company or any of its parents or subsidiaries:

JOANN INC. 2021 EQUITY INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE FEBRUARY 27, 2023)

The number of February Contingent Stock Options received by all current executive officers, as a group, was 3,539,510 stock options. No current directors who are not executive officers (or director nominees) received any February Contingent Stock Options, and no other employees (including all current officers who are not executive officers) received any February Contingent Stock Options. No other Named Executive Officers (or any associates of any directors, executive officers or director nominees) received any February Contingent Stock Options, and no other persons have received 5% or more of the February Contingent Stock Options.

Summary of Material Terms of the Grants. The February Contingent Option Awards were granted with a grant date of February 27, 2023, a term of 10 years and an exercise price of $3.48 per share, which was the closing price of our Common Stock on the date of grant. The February Contingent Option Awards generally vest with respect to 25% of the shares subject to the award on each of the first four anniversaries of the date of grant, subject to the officer’s continued employment with JOANN; provided, that the Contingent Option Awards will automatically be rescinded, terminate and expire, retroactive as of the date of grant, as if the grants had never been made, if our stockholders do not approve Proposals 4 and 5 at the Annual Meeting. Further, the February Contingent Option Awards will not vest, become exercisable or be exercised before the approval of Proposals 4 and 5 by our stockholders.

In terms of alternative vesting provisions, if the awardee has a qualifying termination of service without cause (generally defined in the form award agreement) or for good reason (generally defined in the form award agreement) during the 12 months immediately following a change in control of the Company (generally defined in the Amended 2021 Plan), then the February Contingent Stock Options will become vested and exercisable in full on the date of such termination of service. Further, if the awardee retires (as provided for under the form award agreement), then the February Contingent Stock Options will continue to vest and become exercisable as if the awardee remained employed by the Company through the final vesting date. Otherwise, the February Contingent Stock Options (to the extent unvested) are forfeited when the awardee terminates service as described in the Amended 2021 Plan, subject to certain exceptions described in the form award agreement. In general, the February Contingent Stock Options are exercisable for up to 10 years from the date of grant, or if earlier, until 12 months after termination due to death or disability (as defined in the Amended 2021 Plan), or otherwise until the 90th day after termination of service other than due to death, disability, retirement or for cause. The February Contingent Stock Options terminate immediately upon termination of service for cause, unless otherwise determined by the award administrator.

					31

In general, tax withholding may be conducted for the February Contingent Stock Options, including by cash or check, deduction of compensation, net settlement of shares or share tender, and/or a cashless exercise method, as applicable. The February Contingent Stock Options shall be exercised through delivery of an appropriate exercise notice, plus acceptable payment of the exercise price for the exercised shares and applicable withholding taxes, as further described in the form award agreement. Awardees are subject to certain confidentiality, assignment of inventions, non-competition and non-solicitation and non-disparagement provisions, as further described in the form award agreement.

U.S. Federal Income Tax Consequences

Tax Consequences to Holders. The following is a brief summary of certain of the federal income tax consequences of the February Contingent Stock Options based on federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for February Contingent Stock Options holders, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Non-Qualified Stock Options. The February Contingent Stock Options are non-qualified stock options for tax purposes. In general:

Tax Consequences to the Company or its Subsidiaries

To the extent that a holder recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the holder performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code.

Registration with the SEC

We intend to file a registration statement on Form S-8 relating to the issuance of the new shares of Common Stock under the Amended 2021 Plan with the SEC pursuant to the Securities Act, as soon as practicable after approval of the Amended 2021 Plan by our stockholders. This registration will cover the shares subject to the February Contingent Stock Options.

Vote Required for Approval

Approval of the February Contingent Stock Options requires the affirmative vote of the holders of a majority of the votes cast on Proposal 5 at the Annual Meeting.

32

PROPOSAL 6

APPROVAL OF APRIL 2023 CONTINGENT STOCK OPTION GRANTS UNDER THE AMENDED AND RESTATED JOANN INC. 2021 EQUITY INCENTIVE PLAN

General

From March 2021 through 2022, we historically provided equity grants to eligible participants under the JOANN Inc. 2021 Equity Incentive Plan. On February 27, 2023, upon recommendation by the Compensation Committee, the Board unanimously approved and adopted the amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. Pursuant to Proposal 4 above, we are asking our stockholders to approve that amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan. In this proposal, we refer to the original JOANN Inc. 2021 Equity Incentive Plan as the “2021 Plan,” and we refer to the amendment and restatement of the JOANN Inc. 2021 Equity Incentive Plan as the “Amended 2021 Plan.”

Similar to Proposal 5, under this Proposal 6, we are separately asking our stockholders to approve certain additional stock option awards already granted under the Amended 2021 Plan that are specifically contingent on stockholder approval of such awards (under this Proposal 6) plus stockholder approval of the Amended 2021 Plan (under Proposal 4). These contingent stock options are referred to in this proposal as the April Contingent Stock Options or the “Focus, Simplify, Grow Transformation Grants.”

Background

Subject to the 2021 Plan’s share counting rules, there were initially 2,000,000 shares authorized for awards under the 2021 Plan (plus shares remaining available under certain of the Company’s prior equity plans). The 2021 Plan also contains provisions that increase the available share pool each calendar year (for 10 years) by a number of shares equal to the lesser of (1) 4% of our shares issued and outstanding on the last day of the immediately preceding fiscal year and (2) any smaller number as determined by the Board (the “Evergreen Feature”). Due to the decrease in the Company’s stock price since early 2021, however, in February 2023 the Board determined that the available share pool under the 2021 Plan (even when factoring in the Evergreen Feature) was insufficient to support the equity grants that the Compensation Committee desires to make in 2023 and potentially future years. As of February 24, 2023, only 2,780,572 shares of Common Stock remained available for issuance under the 2021 Plan. On February 27, 2023, we granted service-based RSUs with respect to 1,153,137 of these shares, leaving only 1,627,435 shares in the available share pool.

As described further in Proposal 4, on February 27, 2023, the Board approved the Amended 2021 Plan, adding 8,000,000 shares to the available share pool. On that date, we also made February Contingent Stock Options, which are the subject of Proposal 5. In April 2023, the Board decided that it was in the best interest of the Company to make additional contingent grants of service-based stock options with respect to 512,816 shares (the “April Contingent Stock Options”) that are intended to serve as retention-based awards for certain of our executive officers. We refer to these awards as Focus, Simplify, Grow Transformation Grants.

If both this Proposal 6 and Proposal 4 are approved by the Company’s stockholders at the Annual Meeting, then the Focus, Simplify, Grow Transformation Grants will be counted against the new 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan. If Proposal 4 (but not this Proposal 6) is approved by the Company’s stockholders at the Annual Meeting, then the Focus, Simplify, Grow Transformation Grants will be rescinded, terminate and expire without any effect (and will not be counted against the new 8,000,000 shares proposed for stockholder approval under the Amended 2021 Plan), but an additional 8,000,000 shares will be available under the Amended 2021 Plan. If this Proposal 6 (but not Proposal 4) is approved by the Company’s stockholders at the Annual Meeting, then the additional 8,000,000 shares will NOT be available (pursuant to Nasdaq rules and regulations) under the Amended 2021 Plan (and as a result the Focus, Simplify, Grow Transformation Grants will still be rescinded, terminate and expire without any effect).

The actual text of the Amended 2021 Plan is attached to this Proxy Statement as Appendix A, and the actual text of the form award agreement for the Focus, Simplify, Grow Transformation Grants is attached to this Proxy Statement as Appendix C. The

					33

following description of the Focus, Simplify, Grow Transformation Grants is only a summary of their principal terms and provisions and is qualified by reference to the actual text of the award documentation as set forth in Appendix A and Appendix C.

Why We Recommend That You Vote for this Proposal

Please refer to Proposal 4 in this Proxy Statement for more information about our use of the 2021 Plan and the Amended 2021 Plan for equity compensation purposes, and to inform you further about this Proposal 6. Please also refer to Proposal 5 in this Proxy Statement.

We believe our future success depends in part on our ability to attract, motivate, and retain high quality employees, Company directors, and consultants and that the ability to provide equity-based and incentive-based awards under the Amended 2021 Plan (such as the Focus, Simplify, Grow Transformation Grants) is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to compensate and retain our employees and directors.

The Board is recommending that the Company’s stockholders vote in favor of the April Contingent Option Awards. The use of shares of our Common Stock as part of our compensation program is also important to our continued success because equity-based awards are an essential component of our compensation program for key employees, as they link compensation with long-term stockholder value creation and reward holders based on service and/or the Company’s performance. As discussed in further detail in the “Compensation Discussion and Analysis,” equity compensation represents a significant portion of the compensation package for our Chief Executive Officer and other Named Executive Officers. Because our equity awards generally vest over multiple years, the value ultimately realized from these awards depends on the long-term value of shares of our Common Stock. Our equity compensation program also helps us to attract and retain talent in a highly competitive market, targeting individuals who are motivated by pay-for-performance. As such, the April Contingent Option Awards are a key retention-based component of the overall compensation for certain of our senior-most executive officers for fiscal 2024.

On April 17, 2023, upon recommendation by the Compensation Committee, the Board approved the Focus, Simplify, Grow Transformation Grants for grant to eight of our executive officers. In making these grants, the Board determined that it was in the best interests of the Company and its stockholders to provide the April Contingent Stock Option awards, reflecting what the Compensation Committee intended to be retention and incentive awards, to these officers at that time, rather than delaying such grants to after the Annual Meeting and anticipated stockholder approval of Proposal 4. These grants were evaluated as necessary and appropriate to continue to retain and motivate certain of our senior-most executive officers. In approving the April Contingent Stock Option awards, the exercise price for such awards was established at the closing price for the Common Stock on April 17, 2023 (of $1.56 per share). The Compensation Committee made its recommendation of the Focus, Simplify, Grow Transformation Grants to provide an incentive reward for certain executive officers achieving the Focus, Simplify, Grow savings.

If the Focus, Simplify, Grow Transformation Grants are not approved pursuant to this Proposal 6, we may be compelled to increase significantly the cash component of our executive compensation for executive officers that received (and then forfeited) the Focus, Simplify, Grow Transformation Grants, which additional cash amounts may not necessarily align such executives’ compensation interests with the investment interests of our stockholders. Replacing these equity awards with cash also would increase cash compensation expense and use cash that could be better utilized by the Company.

We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholders’ equity, so we have carefully managed our equity incentive compensation. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests.

In evaluating this proposal, stockholders should consider all of the information in this proposal. In addition, stockholders should note Proposal 4 and Proposal 5 in this Proxy Statement when making a decision regarding this Proposal 6.

Summary of Focus, Simplify, Grow Transformation Grants

Governing Plan Provisions. The Focus, Simplify, Grow Transformation Grants are granted under the terms of the Amended 2021 Plan. For more information about those terms, please see Proposal 4 in this Proxy Statement.

Eligibility. Eight of our senior-most executive officers (identified below) received the Focus, Simplify, Grow Transformation Grants. The basis for their participation in the Focus, Simplify, Grow Transformation Grants was the selection of such persons for award by the Compensation Committee in its discretion (with such decision approved by the Board).

34

Size of Grants. The following new plan benefits table describes the size, in terms of applicable shares of Common Stock, of the Focus, Simplify, Grow Transformation Grants granted to the participating executive officers, generally in consideration of their faithful and efficient services to the Company or any of its parents or subsidiaries:

JOANN INC. 2021 EQUITY INCENTIVE PLAN

(AMENDED AND RESTATED EFFECTIVE FEBRUARY 27, 2023)

The number of Focus, Simplify, Grow Transformation Grants received by all current executive officers, as a group, was 512,816 stock options. No current directors who are not executive officers (or director nominees) received any Focus, Simplify, Grow Transformation Grants, and no other employees (including all current officers who are not executive officers) received any Focus, Simplify, Grow Transformation Grants. No other Named Executive Officers (or any associates of any directors, executive officers or director nominees) received any Focus, Simplify, Grow Transformation Grants, and no other persons have received 5% or more of the Focus, Simplify, Grow Transformation Grants.

Summary of Material Terms of the Grants. The April Contingent Option Awards were granted with a grant date of April 17, 2023, a term of 10 years and an exercise price of $1.56 per share, which was the closing price of our Common Stock on the date of grant. The April Contingent Option Awards generally vest at the end of fiscal 2024 on February 3, 2024 (these awards will utilize an exception under the Amended 2021 Plan to its applicable minimum vesting requirements); provided, that the Contingent Option Awards will automatically be rescinded, terminate and expire, retroactive as of the date of grant, as if the grants had never been made, if our stockholders do not approve Proposals 4 and 6 at the Annual Meeting. Further, the April Contingent Option Awards will not vest, become exercisable or be exercised before the approval of Proposals 4 and 6 by our stockholders.

In terms of alternative vesting provisions, if the awardee has a qualifying termination of service without cause (generally defined in the form award agreement) or for good reason (generally defined in the form award agreement) during the 12 months immediately following a change in control of the Company (generally defined in the Amended 2021 Plan), then the Focus, Simplify, Grow Transformation Grants will become vested and exercisable in full on the date of such termination of service. Further, if the awardee retires (as provided for under the form award agreement), then the Focus, Simplify, Grow Transformation Grants will continue to vest and become exercisable as if the awardee remained employed by the Company through the final vesting date. Otherwise, the Focus, Simplify, Grow Transformation Grants are forfeited when the awardee terminates service as described in the Amended 2021 Plan, subject to certain exceptions described in the form award agreement. In general, the Focus, Simplify, Grow Transformation Grants are exercisable for up to 10 years from the date of grant, or if earlier, until 12 months after termination due to death or disability (as defined in the Amended 2021 Plan), or otherwise until the 90th day after termination of service other than due to death, disability, retirement or for cause. The Focus, Simplify, Grow Transformation Grants terminate immediately upon termination of service for cause, unless otherwise determined by the award administrator.

					35

In general, tax withholding may be conducted for the Focus, Simplify, Grow Transformation Grants, including by cash or check, deduction of compensation, net settlement of shares or share tender, and/or a cashless exercise method, as applicable. The Focus, Simplify, Grow Transformation Grants shall be exercised through delivery of an appropriate exercise notice, plus acceptable payment of the exercise price for the exercised shares and applicable withholding taxes, as further described in the form award agreement. Awardees are subject to certain confidentiality, assignment of inventions, non-competition and non-solicitation and non-disparagement provisions, as further described in the form award agreement.

U.S. Federal Income Tax Consequences

Tax Consequences to Holders. The following is a brief summary of certain of the federal income tax consequences of the Focus, Simplify, Grow Transformation Grants based on federal income tax laws in effect. This summary, which is presented for the information of stockholders considering how to vote on this proposal and not for Focus, Simplify, Grow Transformation Grants holders, is not intended to be complete and does not describe federal taxes other than income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.

Non-Qualified Stock Options. The Focus, Simplify, Grow Transformation Grants are non-qualified stock options for tax purposes. In general:

Tax Consequences to the Company or its Subsidiaries

To the extent that a holder recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the holder performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code and is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the Internal Revenue Code.

Registration with the SEC

We intend to file a registration statement on Form S-8 relating to the issuance of the new shares of Common Stock under the Amended 2021 Plan with the SEC pursuant to the Securities Act, as amended, as soon as practicable after approval of the Amended 2021 Plan by our stockholders. This registration will cover the shares subject to the Focus, Simplify, Grow Transformation Grants.

Vote Required for Approval

Approval of the Focus, Simplify, Grow Transformation Grants requires the affirmative vote of the holders of a majority of the votes cast on Proposal 6 at the Annual Meeting.

36

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

JOANN is the nation’s category leader in fabric and sewing (what we refer to as Sewing), with one of the largest assortments of arts and crafts. Our industry is currently experiencing robust product demand in response to multiple themes including heightened do-it-yourself customer behavior, amplified participation from both new and existing customers and increased digital engagement. As a well-established and trusted brand for nearly 80 years, we believe we have a deep understanding of our customers, what inspires their creativity and what fuels their incredibly diverse projects. Since 2016, we have embarked on a strategy to transform JOANN, which has helped us pivot from a traditional retailer to a fully-integrated, digitally-connected provider of Creative Products.

In this CD&A set forth below, we provide an overview and analysis of the compensation awarded to or earned by our Named Executive Officers identified in the Summary Compensation Table below during fiscal 2023, including the elements of our compensation program for Named Executive Officers, material compensation decisions made under that program for fiscal 2023 and the material factors considered in making those decisions. Our Named Executive Officers for fiscal 2023, which consist of our principal executive officer, our principal financial officers and our other three most highly compensated executive officers serving at the end of fiscal 2023 (collectively the “Named Executive Officers” or “NEOs”), are:

Executive Transition

During Fiscal 2023, we experienced a gradual transition in the role of our principal financial officer following Mr. Susz’s death on June 14, 2022. From June 15, 2022 through September 25, 2022, Mr. Dryer served as our Interim Chief Financial Officer, from September 26, 2022 through March 30, 2023, Mr. Sekella has served as our Senior Vice President, Chief Financial Officer, and since March 31, 2023, Mr. Sekella has served as our Executive Vice President, Chief Financial Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we have adopted may differ materially from the currently planned programs summarized in this discussion.

Executive Summary

Summary of Fiscal 2023 Financial and Operational Results

In assessing our performance, we consider a variety of performance and financial measures. The key accounting principles generally accepted in the United States of America (“GAAP”) measures include net sales, cost of sales, and selling, general and administrative expenses (“SG&A”). Below is a description of our performance under these measures for fiscal 2023 as compared to fiscal 2022.

Net sales were $2,216.9 million for fiscal 2023, a decrease of $200.7 million or 8.3% compared to fiscal 2022. Total comparable sales decreased 8.1% for fiscal 2023 compared to a 12.4% total comparable sales decrease for the prior year. The total comparable sales decrease resulted from a decrease in transaction volume partially offset by a slight increase in average ticket. On a category basis, declines in sales were more pronounced in our Craft Technology business, which was unusually

					37

strong in the prior year driven by new product launches. In addition, higher customer discretionary spending driven by government stimulus payments as well as more customer leisure time resulting from the COVID-19 pandemic had a favorable impact on net sales in fiscal 2022.

Gross profit was $1,040.3 million for fiscal 2023, a decrease of $172.4 million or 14.2% compared to fiscal 2022. That decrease was primarily driven by lower net sales. Gross margin was 46.9% for fiscal 2023, a decrease of 330 basis points compared to fiscal 2022. The decrease in gross margin was primarily driven by increased supply chain costs, which resulted primarily from excess import freight. We believe the increase in excess import freight, including ocean freight and related port congestion costs, is transitory in nature. In addition, we experienced increases in domestic freight expense due to rising carrier rates and fuel costs, higher shrink costs associated with the start-up of our new omni-channel fulfillment center and lower vendor allowances due to our strategic inventory receipt reduction.

SG&A Expenses were $1,073.5 million for fiscal 2023, an increase of $40.6 million or 3.9% compared to fiscal 2022. This increase was driven by inflationary pressures on labor costs, particularly at our store locations, in addition to energy and commodity costs, which have been partially offset by improved operating efficiencies. In addition, we incurred incremental operating costs for our new omni-channel fulfillment center located in West Jefferson, Ohio and increases in spending on strategic initiatives including pre-opening costs associated with our new and remodeled store locations as well as costs incurred to support several emerging businesses, which we are referring to as our “Blue Ocean” initiatives. As a percentage of net sales, SG&A expenses for fiscal 2023 were 48.4%, an increase of 570 basis points compared to fiscal 2022. This increase was primarily due to our 8.1% total comparable sales decline in fiscal 2023.

Summary of Key Compensation Decisions and Outcomes for Fiscal 2023

In light of our fiscal 2023 financial and operational results, the following is a summary of the key compensation decisions and actions for fiscal 2023 for our Named Executive Officers:

Fiscal 2023 Named Executive Officer Compensation Program

Compensation Philosophy and Objectives

Our Named Executive Officer compensation program has been designed to motivate, reward, attract and retain high caliber management deemed essential to ensure our success. The program seeks to align Named Executive Officer compensation with our short- and long-term objectives, business strategy and financial performance. Our compensation objectives are designed to support these goals by delivering market-reflective competitive salaries, rewarding leadership for delivering on our business strategy, and providing incentive vehicles to connect the executives to the whole Company performance. Our compensation programs for our Named Executive Officers have historically been weighted towards rewarding both short- and long-term performance incentives through a mix of cash and equity compensation, providing our Named Executive Officers with an opportunity to share in the appreciation of our business over time.

We expect and design our compensation philosophy to reflect the following general principles:

38

We maintain an annual cash incentive program providing for payouts based on the achievement of Company performance objectives. We also sponsor an equity plan for the grant of equity incentives, pursuant to which we make grants to employees including our Named Executive Officers. These incentive programs are designed to reward achievement of our short-term and long-term business objectives while promoting executive retention and reinforcing executive interest in JOANN and its performance.

We utilize short- and long-term incentive compensation as a key component of our compensation philosophy. As JOANN grows, we intend to continue our emphasis on “at-risk” compensation based on the achievement of objective performance objectives in order to drive superior Named Executive Officer achievement and appropriately align the compensation interests of our Named Executive Officers with the investment interests of our stockholders. We believe that our variable cash incentive programs should emphasize contributions towards Company financial performance, where performance that fails to meet established goals should not be rewarded. Accordingly, if applicable performance goals are not achieved, Named Executive Officers generally do not receive cash incentive payments in respect of that fiscal year.

Below are highlights of our compensation program:

What We Do
		Emphasize Company performance-based, at risk compensation
		Emphasize the use of stock options to promote executive retention and reward long-term value creation
		Offer market-competitive benefits for Named Executive Officers that are generally consistent with the benefits provided to the rest of our team members
		Engage an independent compensation consultant to advise our Board on compensation levels and practices

What We Do NOT Do
		Do not grant uncapped guaranteed equity compensation
		Do not provide significant perquisites
		Do not provide any excise tax gross-up benefits
		Do not reprice our stock option awards without stockholder approval (our 2021 Plan expressly forbids reducing the exercise price of underwater options without stockholder approval)

We expect that our compensation program will continue to emphasize performance-based cash incentive and equity compensation.

Role of Directors and Management in Determining Executive Compensation

In making executive compensation determinations for fiscal 2023, our Board worked in conjunction with our Chief Executive Officer, or CEO, (other than with respect to his own compensation) to design and administer our executive compensation programs, including our cash incentive plan, in a manner that aligns with our overall compensation philosophy, as discussed above. During fiscal 2023, our Board and our Chief Executive Officer (other than with respect to his own compensation), made compensation decisions with respect to our NEOs, including setting the base cash compensation levels for the NEOs and determining the amounts of stock option awards granted to our NEOs during fiscal 2023. We expect that our Board, in consultation with our CEO (other than with respect to his own compensation), will continue to administer the executive compensation program and make future compensation decisions with respect to our NEOs.

Role of Compensation Consultant in Determining Executive Compensation

In connection with our preparation for our fiscal 2022 initial public offering, the Company engaged Pay Governance, an independent compensation consulting firm, to provide executive compensation advisory services, to provide survey and comparative compensation information and provide guidance in designing our compensation program.

After our initial public offering, the Board continued its retention of Pay Governance as its independent compensation consultant for fiscal 2023. Pay Governance was retained as the advisor to the Company based on their experience with

					39

similarly sized companies, including many companies newly entering or returning to the public markets. The Board has assessed the independence of Pay Governance, as required under Nasdaq listing rules. The Board has also considered and assessed all relevant factors, including but not limited to those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act, that could give rise to a potential conflict of interest with respect to Pay Governance. Based on this review, the Company is not aware of any conflict of interest that has been raised by the work performed by Pay Governance.

Among other matters, Pay Governance assisted in fiscal 2023 with a review of overall executive compensation, including base salary, short-term and long-term incentives. Our Board expects to continue to utilize Pay Governance periodically for comparative compensation information and peer group analysis as part of determining and developing compensation packages for our NEOs and directors.

Our peer group was determined based primarily on the following considerations: public companies listed on major U.S. stock exchanges, subject to U.S. securities disclosure rules and similar in size (based generally on revenue, market capitalization and/or enterprise value) and industry to JOANN, plus companies with whom we compete for talent.

Principal Elements of Our Named Executive Officer Compensation Program

Historically, and for fiscal 2023, our Named Executive Officer compensation program consisted of the following key elements, each established as part of our program in order to achieve the compensation objective specified below:

40

Fiscal 2023 Named Executive Officer Compensation

Fiscal 2023 Base Salaries

The base salaries of our NEOs are an important part of their total compensation package, and are intended to reflect their respective positions, duties and responsibilities. Base salary is a visible and stable fixed component of our compensation program. Base salaries for our NEOs were initially established through a variety of factors, including evaluations of the talent market for that role using survey information, peer group data, market comparisons for competitive talent, recommendations of executive recruiters and discussion and approval of the Board in consultation with our Chief Executive Officer and/or Chief Administrative Officer at the time an executive was hired. We intend to continue to evaluate the mix of base salary, short-term incentive compensation and long-term incentive compensation to appropriately align the interests of our NEOs with those of our stockholders.

Mr. Susz’s base salary was provided to him through June 14, 2023, and Mr. Sekella was hired in September 2022 with a newly-negotiated base salary rate.

Fiscal 2023 Short-Term Incentive Plan

We consider annual cash incentive awards to be an important component of our total compensation program and provide incentives necessary to retain the Named Executive Officers. For fiscal 2023, JOANN maintained a cash-based short-term incentive compensation program in which certain team members, including our NEOs, participate (the “STI Plan”). The STI Plan was based on the achievement of the following Credit Facility Adjusted EBITDA (as defined below) targets, which were calculated consistently with our credit facilities:

Each NEO is eligible to receive an annual performance-based cash incentive payout based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. Payments were determined based on linear interpolation between threshold and target, and target and maximum performance levels, as follows:

					41

For purposes of the STI Plan, we use Credit Facility Adjusted EBITDA. Credit Facility Adjusted EBITDA is a non-GAAP measure. We define Credit Facility Adjusted EBITDA as net income (loss) plus income tax provision, interest expense, net and depreciation and amortization, as further adjusted to eliminate the impact of certain non-cash items and other items that we do not consider indicative of our ongoing operating performance, including debt related loss (gain), gains on sale leasebacks, costs related to strategic initiatives, COVID-19 costs, technology development expense, stock-based compensation expense, loss on disposal and impairment of fixed and operating lease assets, goodwill and trade name impairment, sponsor management fees and other one-time costs as permitted by our credit facilities.

In fiscal 2023, our NEOs participated in our annual cash incentive bonus program at the following target percentages of base salary (with Mr. Sekella’s award prorated due to his commencement of service on September 26, 2022):

For fiscal 2023, our Board determined our Credit Facility Adjusted EBITDA to be $166.7 million. Accordingly, no payout was earned under the STI Plan.

While we provide details of our incentive programs, financial targets disclosed in these discussions are done so in the limited context of our incentive plans; they are not statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Fiscal 2023 Equity Awards

We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates a long-term investment rewarding time and effort among our employees, including our Named Executive Officers, that provides an incentive to contribute to the continued growth and development of our business. In addition, equity awards help align the compensation interests of our employees, including the Named Executive Officers, with the investment interests of our stockholders. To do this effectively, we use stock options as a key equity incentive vehicle. Because our Named Executive Officers are able to benefit from stock options only if the market price of our common stock increases relative to the option’s exercise price, we believe stock options provide meaningful incentives to our Named Executive Officers to achieve increases in the value of our stock over time and are an effective tool for meeting our compensation goal of increasing long-term stockholders value by tying the value of the stock options to our future performance. Going forward, we may use stock options, restricted stock units, and other types of equity-based awards, as we deem appropriate, to offer our team members, including our NEOs, long-term equity incentives that align their interests with the long-term interests of our stockholders.

We do not currently have any formal policy for determining the number of equity-based awards to grant to NEOs.

In connection with our initial public offering in early 2021, we adopted our 2021 Equity Incentive Plan, (the “2021 Plan”), to facilitate the grant of cash and equity incentives to directors, team members (including our Named Executive Officers) and consultants of the Company and certain of its affiliates. These awards are intended to enable the Company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long-term success.

Of the grant-date value of each named executive officer’s awards, approximately 1/3 were granted in the form of restricted stock units and approximately 2/3 were granted in the form of nonqualified stock options with an exercise price equal to the offering price of $10.69. The number of options was determined by multiplying the number of restricted stock units to be awarded to each grantee by six which approximated the Black-Scholes methodology value as of the grant date. The restricted stock unit awards will vest in three ratable annual installments on each of the first three anniversaries of the grant date and the

42

stock options will vest in four ratable annual installments on each of the first four anniversaries of the grant date, in each case generally subject to the executive’s continued service through the applicable vesting date; provided that such restricted stock unit awards and stock option awards will continue to vest in the event of a qualifying retirement. Mr. Sekella’s awards were prorated due to his commencement of employment in September 2022. Mr. Sekella’s nonqualified stock options were granted with an exercise price equal to the offering price of $6.07.

The following table shows the aggregate number of shares of our common stock subject to the equity awards granted to our named executive officers in fiscal 2023:

These new 2022 awards to Mr. Susz were forfeited in connection with his death in June 2022. Mr. Dryer received a grant of 4,864 restricted stock units in February 2022 as part of his fiscal 2023 compensation. In recognition of Mr. Dryer’s service as Interim Financial Officer from June 2022 to September 2022, on September 28, 2022, Mr. Dryer was awarded a special grant of 13,643 restricted stock units, for a total of 18,507 restricted stock units granted in fiscal 2023.

Sign-On Bonus

Mr. Sekella joined us in September 2022, and received a sign-on bonus of $235,085 that is subject to recoupment in whole by the Company for a qualifying termination of employment within two years.

Perquisites and Other Benefits

We provide select perquisites and personal benefits to our NEOs to aid in the performance of their respective duties and to provide competitive compensation with executives with similar positions and levels of responsibilities. For fiscal 2023, an annual executive health physical exam was offered to all of our NEOs, and Messrs. Susz, DiTullio, Will and Miquelon used this benefit. In addition, each of our NEOs, other than Mr. Miquelon, received a monthly cell phone allowance. During fiscal 2023, Mr. Sekella received relocation benefits from us. As a result of Mr. Sekella’s negotiations with us when he joined the Company, we provided Mr. Sekella with perquisite tax gross-ups regarding his relocation benefits and his sign-on bonus.

No Excise Tax Gross-Ups

We do not provide any excise tax “gross-ups” to our NEOs in connection with any potential change in control transactions.

Health/Welfare Plans

All of our full-time team members, including our NEOs, are eligible to participate on essentially the same terms and conditions in our health and welfare plans, including:

					43

We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs.

401(k) Plan

We currently maintain a 401(k) retirement savings plan for our team members, including our NEOs, who satisfy certain eligibility requirements. Our NEOs are eligible to participate in the 401(k) plan on essentially the same terms as our other employees. They are eligible to contribute up to 2% of their eligible compensation on a pre-tax basis through contributions to the 401(k) plan, subject to applicable annual tax code limits. All participants’ interests in their deferrals are 100% vested when contributed. The 401(k) plan permits us to make matching contributions to eligible participants. We match contributions made by participants in the 401(k) plan who are highly compensated employees up to 1% of the employee contributions if they contribute 2%. Company matching contributions vest in three ratable installments beginning with the second year of the participant’s service such that contributions are vested following four years of completed service. We believe that providing a vehicle for tax-deferred retirement savings though our 401(k) plan adds to the overall desirability of our executive compensation package and further incentivizes our team members, including our NEOs, in accordance with our compensation policies.

Other Retirement Plans

We also offer a nonqualified deferred compensation plan, the Jo-Ann Stores, Inc. Deferred Compensation Plan, with a match of up to 2% to highly compensated employees, including our NEOs. The purpose of this plan is for participants to benefit from tax advantages by deferring a greater percentage of their compensation (and current income taxes) than is allowed by the IRS in a qualified retirement plan, such as our 401(k) plan. Participants, including our NEOs, may defer up to 75% of their salary and/or up to 100% of their cash bonus. Company matching contributions vest in three ratable installments beginning after two full years of service such that contributions are vested following four years of completed service.

Participants are generally eligible to receive distributions of their accounts upon a separation from service from the Company or due to their death or disability.

Employee Stock Purchase Plan

In fiscal 2023, we implemented an Employee Stock Purchase Plan (“ESPP”). Through the ESPP, eligible employees can purchase the Company’s shares through payroll deductions from 1% to 15% of their compensation up to $25,000 per year. The purchase price is the lower of 85% of the share price on the first day of the offering period or 85% of the share price on the purchase date. During fiscal 2023, there were two offering periods, the first commencing January 1, 2022 and ending June 30, 2022, and the second commencing July 1, 2022 and ending December 31, 2022.

Severance and Other Benefits Payable Upon Termination of Employment or Change in Control

Our NEOs are party to severance agreements and equity award arrangements with us, pursuant to which they are entitled to receive certain benefits upon qualifying terminations and/or following a change in control. In addition, Mr. Susz passed away unexpectedly in June 2022, and in connection with his death his estate was provided with certain compensation and benefits. See “—Named Executive Officer Employment or Severance Agreements” below for more information about these agreements and “—Potential Payments Upon Termination or Change in Control” for additional information regarding these benefits and compensation.

During fiscal 2023, we also updated our equity compensation award agreements to establish a new retirement policy. Under this new retirement treatment, new and existing equity awards will continue to vest following a participant’s retirement (when the awardee is at least age 55 and has a combined age and years of credited employment service equal to or in excess of 65), and stock options will remain vested for the full original term of the stock options. For tax reasons, this retirement treatment commenced for 2021 restricted stock unit grants starting January 1, 2023 and will commence for 2022 restricted stock unit grants starting January 1, 2024.

44

Anti-Hedging/Anti-Pledging Policy

JOANN considers it inappropriate for any officers, directors and employees of the Company and its subsidiaries to engage in any transaction in which they may profit from short-term speculative swings in the value of JOANN’s securities or pledge JOANN’s stock in lending transactions. Under the Company’s Insider Trading Compliance Policy, officers, directors and employees of the Company and its subsidiaries are prohibited from engaging in the following types of transactions involving Company securities:

					45

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Fiscal 2023 Summary Compensation Table

The following table summarizes the total compensation paid to or earned by the NEOs in fiscal 2023 and 2022: