DEF 14A of Macy's, Inc., Mar 31, 2026

DEF 14A of Macy's, Inc.

Filed Mar 31, 2026 · FY20250001104659-26-037752

Open on EDGAR

  1. Macy’s Nominees for Director

    Macy’s Nominees for Director The following tables provide summary information (as of March 19, 2026) about Macy’s director nominees. The Board unanimously recommends that you vote “FOR” each of our Board’s director nominees:

  2. Macy’s Nominees for Director

    | | | | | DIRECTOR | PRINCIPAL | | OTHER CURRENT PUBLIC COMPANY | KEY COMMITTEE MEMBERSHIP | | | | | | NAME/AGE | EXPERIENCE | | SINCE | OCCUPATION | INDEPENDENT | BOARDS | A | CMD | F | NCG | | | Emilie Arel (48) | ● Senior Leadership ● Retail ● Technology | ● Marketing/Brand Management ● Risk Management | 2022 | President, Mitchell & Ness Nostalgia Co. | ✓ | 0 | | | | | | | Torrence N. Boone (56) | ● Senior Leadership ● Retail ● Technology | ● Marketing/Brand Management ● Investment Banking | 2019 | Vice President, Global Client Partnerships, Google LLC | ✓ | 0 | | | | | | | Marie Chandoha (64) | ● Senior Leadership ● Finance/Accounting ● Investment Banking | ● Risk Management ● Technology | 2022 | Former President and CEO, Charles Schwab Investment Management, Inc. | ✓ | 2 | | | | | | | Robert B. Chavez (71) | ● Senior Leadership ● Finance/Accounting ● Retail | ● Marketing/Brand Management ● Supply Chain ● Technology | 2025 | Founder and CEO, Chavez Luxury Advisers, LLC | ✓ | 0 | | | | | | | Naveen K. Chopra (52) | ● Senior Leadership ● Finance/Accounting | ● Marketing/Brand Management ● M&A/Strategy | 2023 | CFO, Roblox Corporation | ✓ | 0 | | | | | | | Deirdre P. Connelly (65) | ● Senior Leadership ● Human Resources | ● Marketing/Brand Management | 2008 | Former President, North American Pharmaceuticals, GlaxoSmithKline | ✓ | 3 | | | | | | | Jill Granoff (63) | ● Senior Leadership ● Retail ● Real Estate | ● Brand Management ● Asset Management | 2022 | Senior Advisor, Eurazeo Brands | ✓ | 0 | | | | | | | Richard L. Markee (72) | ● Senior Leadership ● Retail | ● Marketing/Brand Management | 2024 | Former Chairman and CEO, Vitamin Shoppe, Inc. | ✓ | 1 | | | | | | | Tony Spring (61) | ● Senior Leadership ● Retail ● Risk Management | ● Marketing/Brand Management | 2023 | Chairman and Chief Executive Officer, Macy’s, Inc. | | 0 | | | | | | | Paul C. Varga (62) | ● Senior Leadership ● Finance/Accounting ● Retail | ● Marketing/Brand Management ● Risk Management | 2012 | Former Chairman and CEO, Brown-Forman Corporation | ✓ | 1 | | | | |

  3. Macy’s Nominees for Director

    | Legend | A | Audit Committee | | Committee Chair | | | CMD | Compensation and Management Development (CMD) Committee | | | | | F | Finance Committee | | | | | NCG | Nominating and Corporate Governance (NCG) Committee | | Committee Member |

  4. Macy’s Nominees for Director

    Our director nominees bring together a valuable blend of experience, perspectives and backgrounds. The average age of our director nominees is 62 years and their average tenure is 5.9 years, with service ranging from one year up to more than 18 years.

  5. 2025 Compensation Program Design

    | ● | The incentive plans were designed to motivate and engage the organization and leadership with linkages to our strategy, business plan and financial performance. |

  6. 2025 Compensation Program Design

    | ● | The payout ranges in both the annual and long-term incentive plans were 25% – 200% of target. |

  7. Compensation Mix

    Compensation Mix Within our primary pay elements of base salary, performance-based annual incentive and long-term incentives, we emphasize at risk pay over fixed pay with at least 70% of our NEOs’ target compensation linked to a variety of metrics, including pre-determined performance objectives (financial and strategic) and/or stock price performance. The program also balances the importance of the achievement of short-term and long-term objectives. Our executive compensation program and our methodology for setting pay opportunities and approving payouts are further discussed in the Compensation Discussion and Analysis (CD&A) on page 57.

  8. Compensation Mix

    | MACY’S, INC. 2026 PROXY STATEMENT | 3 |

  9. Compensation Mix

    In accordance with the recommendation of the Nominating and Corporate Governance (NCG) Committee, the Board has nominated the following individuals for election as directors. Each nominee is currently a member of the Board. If elected, each nominee will serve for a one-year term expiring at our annual meeting of shareholders in 2027 or until his or her successor is duly elected and qualified. Richard Clark, Douglas W. Sesler and Tracey Zhen, who have served as directors since 2024, 2024 and 2021, respectively, will not stand for re-election to the Board, and their terms in office will expire at the Annual Meeting. We thank Mr. Clark, Mr. Sesler and Ms. Zhen for their years of service to Macy’s and its shareholders. The Board has approved a decrease in the size of the Board from 13 to ten members effective as of the Annual Meeting. The Company regularly reviews the size of the Board to improve efficiency, performance and effectiveness. This reduction represents a resizing to align with the Company’s current strategic focus while retaining flexibility to change the Board’s composition as necessary in the future. Information regarding Macy’s director nominees is set forth below. Ages are as of March 19, 2026. The criteria considered and process undertaken by the NCG Committee in recommending qualified director candidates is described under “Corporate Governance — Director Nomination and Qualifications.” Each Macy’s nominee has agreed to serve if elected. 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. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected.

  10. Compensation Mix

    | MACY’S, INC. 2026 PROXY STATEMENT | 5 |

  11. Compensation Mix

    Nominees for Election as Directors:

  12. Compensation Mix

    | | | | Emilie Arel President, Mitchell & Ness Nostalgia Co. Independent Age: 48 Director Since: 2022 Committees: ● CMD ● NCG Previous Public Directorships During Last Five Years: Casper Sleep Inc. | Professional Background ● President, Mitchell & Ness Nostalgia Co., a clothing company (2025 to Present) ● Chief Executive Officer, Casper Sleep Inc., a sleep products company (2021 to 2024), President (2019 to 2024) ● Chief Commercial Officer, Casper Sleep Inc. (2019 to 2021) ● Chief Executive Officer, FULLBEAUTY Brands Inc. (2017 to 2019) ● Chief Executive Officer, Quidsi Inc. (2015 to 2017), Senior Vice President, Retail, Merchandising and Supply Chain (2014 to 2015) ● Various leadership positions, The Gap, Inc. (2007 to 2014) including Vice President and General Manager, Kids and Brand Licensing, Old Navy (2013 to 2014), Vice President, Stores, Old Navy (2012 to 2013) ● Various leadership positions, Target Corporation (2001 to 2004) Relevant Skills and Experience ● Leadership Experience – Ms. Arel is a three-time CEO with over two decades of experience serving in senior leadership positions at large publicly traded companies. As CEO of Casper Sleep, she oversaw multiple transactions including its initial public offering (IPO) and subsequent go-private transaction, and while the CEO of FULLBEAUTY Brands, she led the company through a successful restructuring. Ms. Arel spent seven years with The Gap Inc. where she held multiple merchandising and licensing positions and led a team of 12,000+ employees and 220+ stores. ● Industry Knowledge and Experience – Ms. Arel brings experience leading complex omnichannel retail businesses and brick-and-mortar retail stores, including Target, The Gap Inc., FULLBEAUTY Brands and Quidsi. She also has retail merchandising expertise, and a proven ability to develop retail partnerships and maximize the customer experience via omnichannel strategies. ● Sales and Marketing and Technology Experience – Ms. Arel has extensive experience across digital-first marketing, e-commerce, commercial and brand strategy and digital transformation. In her role as President and CEO at Casper Sleep, Ms. Arel oversaw the company’s comprehensive business strategy and was responsible for implementing complex e-commerce and omnichannel strategies to drive consistency for consumers. During her tenure as CEO of FULLBEAUTY Brands, she successfully led its digital transformation from 2017 – 2019. |

  13. Compensation Mix

    | 6 | |

  14. Compensation Mix

    | | | | Torrence N. Boone Vice President, Global Client Partnerships, Google LLC Independent Age: 56 Director Since: 2019 Committees: ● Audit ● NCG | Professional Background ● Vice President, Global Client Partnerships, Google LLC, a technology company (2010 to Present) ● Chief Executive Officer, Team Dell, a division of WPP (2008 to 2010) ● President and General Manager, Digitas (2001 to 2008) and Avenue A, now Razorfish (1999-2000) ● Senior Manager, Bain & Company (1995 to 2000) Relevant Skills and Experience ● Leadership Experience – Mr. Boone has served as the Vice President of Global Client Partnerships at Google LLC since 2010, and leads a team focused on large scale global strategic partnerships across a portfolio of the world’s largest global advertisers, spanning the tech, health, beauty and consumer packaged goods industries, to achieve breakthrough marketing results. Mr. Boone previously held senior agency leadership positions at WPP & Publicis. He was named by Savoy Magazine as one of the Top 100 Most Influential Blacks in Corporate America and one of the Most Influential Black Corporate Directors. Mr. Boone has also been named to the Financial Times UPstanding Leaders' List and the Crain’s NY Power 25 List. ● Sales and Marketing and Technology Experience – Mr. Boone possesses over two decades of experience in advertising, marketing and technology, most recently in his role at Google, a multinational technology company. Mr. Boone is a well-respected leader in the advertising industry, with a depth of knowledge and experience particularly in digital marketing. ● Industry Knowledge and Experience – Through his experience at Google, Mr. Boone brings multigenerational knowledge and a global view of the consumer. He was also a senior manager at Bain & Company, where he advised a broad range of clients on corporate and business strategy, mergers and acquisitions, new product development and interactive strategy for five years. |

  15. Compensation Mix

    | MACY’S, INC. 2026 PROXY STATEMENT | 7 |

  16. Compensation Mix

    | | | | Marie Chandoha Former President and Chief Executive Officer, Charles Schwab Investment Management, Inc. Independent Age: 64 Director Since: 2022 Committees: ● Audit (Chair) ● Finance Other Current Public Directorships: Dynex Capital, Inc. State Street Corporation | Professional Background: ● President and Chief Executive Officer, Charles Schwab Investment Management, Inc. (2010 to retirement in 2019) ● Managing Director and Global Head, Fixed Income Business of BlackRock, Inc. (2009 to 2010) ● Global Head, Fixed Income Business of Barclays Global Investors, Inc. (acquired by BlackRock, Inc. in 2009) (2007 to 2009) ● Co-Head and Senior Portfolio Manager, Montgomery Fixed Income, Wells Capital Management Incorporated (1999 to 2007) ● Senior Bond Strategist, The Goldman Sachs Group, Inc. (1996 to 1999) ● Various leadership positions, Credit Suisse Group AG (1986 to 1996) Relevant Skills and Experience ● Leadership Experience – Ms. Chandoha has over 35 years of leadership experience as a former Chief Executive Officer and senior executive in the financial services industry, in addition to currently serving on public company boards. She has a track record of transforming previously underperforming businesses, scaling them and creating value. Most recently, she served as President and Chief Executive Officer of Charles Schwab Investment Management for nearly ten years, where she led the company’s product and technology transformation, improving profitability and more than doubling the firm’s assets under management. ● Finance Experience – Beyond Charles Schwab Investment Management, Ms. Chandoha’s career in financial services has spanned executive roles at major global financial institutions, including leading the fixed income business of Barclays Global Investors and BlackRock. Her core competencies include finance, investment management, strategy, regulatory dynamics and risk management, among others. Ms. Chandoha serves as Chair of the Risk Committee and Member of the Audit Committee on the State Street Corporation board, and American Banker recognized her each year from 2014 to 2018 as one of the 20 Most Powerful Women in Finance. ● Corporate Governance Experience – Ms. Chandoha has built a reputation for developing high performing and engaged teams and organizations. As Chief Executive Officer of Charles Schwab Investment Management, Inc., Ms. Chandoha reorganized the leadership team and added strong governance and risk management policies. In addition, Ms. Chandoha served on the board of trustees of the Nature Conservancy of California from 2010 to 2024 and served as Chairwoman from 2023 to 2024. |

  17. Compensation Mix

    | 8 | |

  18. Compensation Mix

    | | | | Robert B. Chavez Founder and Chief Executive Officer, Chavez Luxury Advisers, LLC Independent Age: 71 Director Since: 2025 Committee: ● Audit ● CMD | Professional Background ● Founder and Chief Executive Officer, Chavez Luxury Advisors, LLC, an advisory firm for luxury companies (2025 to Present) ● President and Chief Executive Officer, Hermès Americas, a division of Hermès International Société, a luxury clothing brand (2000 to retirement in 2025) ● Chief Executive Officer, Etienne Aigner Group, Inc. (1992 to 2000) ● President, Merchandising, Macy’s, Inc. (1992 to 1992) ● Senior Vice President, Macy’s, Inc. (1988 to 1992) ● Vice President, Divisional, Macy’s, Inc. (1986 to 1988) ● Manager, Merchandise, Divisional, Bloomingdale’s, Inc. (1977 to 1986) Relevant Skills and Experience ● Leadership Experience – Mr. Chavez is an established and well-respected leader in the retail industry. Most recently, he served as the President and Chief Executive Officer of Hermès Americas from 2000 to 2025. Prior to this, he served for eight years as the CEO of Etienne Aigner Group, a Munich-based luxury fashion house. Mr. Chavez began his retail career in the Bloomingdale’s Executive Development program and later moved to Macy’s as a Divisional Merchandising manager. ● Industry Knowledge and Experience – Mr. Chavez has spent the entirety of his career in the retail space, with a focus on luxury. He currently advises luxury companies on strategy, management, sales, marketing, culture and distribution, amongst other topics. During his tenure as President and Chief Executive Officer of Hermès Americas, he oversaw operations in the U.S., Canada and Latin America, which included growing the e-commerce business, expanding product offerings and adding new stores to the brand's portfolio. In his role as CEO of Etienne Aigner Group, he gained extensive experience across manufacturing, wholesale and global retail. He also served in merchandising roles of increasing responsibility at both Bloomingdale’s and Macy’s, Inc. earlier in his career. ● Sales and Marketing Experience – Through his background at Hermès Americas, Etienne Aigner Group and Macy’s, Inc., Mr. Chavez has deep knowledge across sales, marketing and e-commerce. During his tenure at Hermès, the Company added 20 U.S. boutiques, and in 2021, grossed a revenue for the Americas of about $1.8 billion. Under his leadership, Hermès became one of the first luxury retail companies with an e-commerce website. |

  19. Compensation Mix

    | MACY’S, INC. 2026 PROXY STATEMENT | 9 |

  20. Compensation Mix

    | | | | Naveen K. Chopra Chief Financial Officer, Roblox Corporation Independent Age: 52 Director Since: 2023 Committees: ● Audit ● Finance | Professional Background ● Chief Financial Officer, Roblox Corporation, an online platform and game creation system (2025 to Present) ● Executive Vice President and Chief Financial Officer, Paramount Global, a diversified media conglomerate (2020 to 2025) ● Vice President and Chief Financial Officer, Devices and Services Worldwide, Amazon.com, Inc., a technology company (2019 to 2020) ● Chief Financial Officer, Pandora Media, Inc. (acquired by Sirius XM Holdings in 2019) (2017 to 2019), Interim Chief Executive Officer (during 2017) ● Various leaderships positions, TiVo Corporation (2003 to 2016) including Interim Chief Executive Officer and Chief Financial Officer (2016), Chief Financial Officer and Senior Vice President, Corporate Development and Strategy (2012 to 2016), Senior Vice President, Corporate Development (2009 to 2012), Vice President, Global Development (2006 to 2009), Director, Business Development (2003 to 2006) Relevant Skills and Experience ● Leadership Experience – Mr. Chopra brings over 20 years of experience as a senior executive of large publicly traded companies across the consumer, technology and media industries through phases of growth and transformation. Mr. Chopra spent several years across a variety of leadership roles at TiVo, including interim CEO, CFO, and head of Corporate and Business Development. He also served as interim CEO at Pandora Media. Mr. Chopra was previously a board member at Vonage Holdings, a publicly traded multi-billion-dollar cloud-communications company, where the stock rose close to 200% during his tenure. ● Finance Experience – Mr. Chopra is an established financial and operational leader with proven expertise managing and overseeing treasury, tax, accounting, investor relations and information security functions for high-growth, innovative companies. Notably, in his Chief Financial Officer role, he oversaw some of Amazon’s fastest-growing businesses, including Alexa and Echo, FireTV, Ring and Kindle. At Vonage, he served on the audit and compensation committees. ● Real Estate Experience – As Executive Vice President, Chief Financial Officer of Paramount, Mr. Chopra oversaw the company’s financial operations, including its real estate, as well as global corporate development and strategy. Additionally, Mr. Chopra managed the real estate division of Pandora Media during his tenure as CFO. |

  21. Compensation Mix

    | 10 | |

  22. Compensation Mix

    | | | | Deirdre P. Connelly Former President, North American Pharmaceuticals, GlaxoSmithKline Independent Age: 65 Director Since: 2008 Committees: ● CMD ● NCG (Chair) Other Current Public Directorships: Lincoln National Corporation Genmab A/S (Chairman) Sarepta Therapeutics, Inc. | Professional Background ● President, North American Pharmaceuticals of GlaxoSmithKline, a pharmaceutical and biotechnology company (2009 to retirement in 2015) ● President, U.S. Operations, Eli Lilly and Company (2005 to 2009) ● Senior Vice President, Human Resources, Eli Lilly and Company (2004 to 2005) ● President, Women’s Health Business, U.S. Operations, Eli Lilly and Company (2001 to 2003) Relevant Skills and Experience ● Leadership Experience – Ms. Connelly possesses many years of leadership experience as a senior executive of large publicly traded companies with global operations. Notably, she served in senior leadership roles at global pharmaceutical companies including Eli Lilly, where her responsibilities included leading an R&D global product development organization, and GlaxoSmithKline, where she also served as Co-Chair of the Global Product Investment Board for six years. For nine consecutive years, Ms. Connelly was recognized by Fortune magazine as one of the 50 most powerful women in business and was listed on Forbes 100 World’s Most Powerful Women in 2011. ● Sales and Marketing Experience – Ms. Connelly’s decades of experience in senior executive positions provide her with extensive knowledge and expertise in strategy, operations, product development, brand marketing and merchandising. From her roles at Eli Lilly and GlaxoSmithKline, she has gained deep insight into building strong organizations and marketing to defined customer segments. ● R&D and Product Development – Ms. Connelly led an R&D global product development organization at Eli Lilly and Co-Chaired the Global Product Investment Board at GlaxoSmithKline for six years. ● Human Capital Management and Corporate Governance Experience – As a former Human Resources executive, Ms. Connelly has valuable insight in compensation/benefits oversight and managing a large-scale global workforce, along with experience in identifying, assessing and managing risk exposure at public companies. |

  23. Compensation Mix

    | MACY’S, INC. 2026 PROXY STATEMENT | 11 |

  24. Compensation Mix

    | | | | Jill Granoff Senior Advisor, Eurazeo Brands Independent Age: 63 Director Since: 2022 Committees: ● CMD (Chair) ● Finance Previous Public Directorships During Last Five Years: Unibail-Rodamco-Westfield SE | Professional Background ● Senior Advisor, Eurazeo Brands, an investment company (2024 to present), Managing Partner, Eurazeo (2020 to 2024), Chief Executive Officer, Eurazeo Brands (2017 to 2024) ● Chief Executive Officer, Vince Holding Corp. (2013 to 2015), Chief Executive Officer, Kellwood Company, LLC (2012 to 2013) ● Chief Executive Officer, Kenneth Cole Productions, Inc. (2008 to 2011) ● Executive Vice President, Direct Brands, Liz Claiborne, Inc. (2007 to 2008), Group President, Direct to Consumer (2006 to 2007) ● Various senior leadership positions, L Brands Inc. (1999 to 2006), including President and Chief Operating Officer, Victoria’s Secret Beauty (2004 to 2006) ● Various senior leadership positions, The Estée Lauder Companies Inc., (1990 to 1999), including Senior Vice President, Strategic Planning, Finance and IT (1996 to 1999) Relevant Skills and Experience ● Leadership Experience – Ms. Granoff has over 30 years of experience leading large consumer-driven organizations. She is currently Senior Advisor to Eurazeo Brands, a global consumer growth equity platform, following her successful tenures as its CEO and as Managing Partner of Eurazeo. Ms. Granoff is a two-time public company CEO, including of Vince Holding Corp., where she led the company’s IPO, and Kenneth Cole Productions. She has extensive experience on audit, compensation, nominating and governance, and strategic planning committees, having served on multiple boards. ● Industry Knowledge and Experience – Ms. Granoff is widely known as a strategist, operator and brand builder in the beauty, fashion and retail industries. She brings a unique ability to recognize and position companies to meet evolving consumer needs and has successfully driven profitable growth for numerous brands including Estee Lauder, Victoria’s Secret, Vince, Kate Spade and Juicy Couture. Ms. Granoff has managed over 1000 retail stores and websites and has a deep understanding of omni-channel business dynamics. ● Finance Experience – As Managing Partner of Eurazeo, a leading global investment group with a diversified portfolio of $35 billion in assets under management, Ms. Granoff was responsible for leading investment activities and overseeing the performance of the firm’s Brands portfolio globally. Her tenure included a review of more than 2,000 investment opportunities in beauty, fashion, food and beverage and home. ● Real Estate Experience – In her numerous leadership roles, Ms. Granoff was responsible for real estate decisions on hundreds of retail stores at Vince, Kenneth Cole, Liz Claiborne and Victoria’s Secret. Her scope included real estate strategy, site selection, lease negotiation, store design and construction, and investment approvals. In addition, Ms. Granoff was involved in capital allocation decisions on new mall development, existing mall expansion and other real estate investment/divestment decisions as a board member at Unibail-Rodamco-Westfield, the global mall developer and operator with $70 billion in assets under management during her tenure. |

  25. Compensation Mix

    | 12 | |

  26. Compensation Mix

    | | | | Richard L. Markee Former Chairman and Chief Executive Officer, Vitamin Shoppe, Inc. Independent Age: 72 Director Since: 2024 Committees: ● Finance ● NCG Other Current Public Directorships: Five Below, Inc. | Professional Background ● Non-Executive Chairman, Vitamin Shoppe, Inc., a nutritional supplement retailer (2007 to 2009, 2016), Executive Chairman, Vitamin Shoppe, Inc. (2011 to 2016), Chief Executive Officer and Chairman of the Board, Vitamin Shoppe, Inc. (2009 to retirement in 2011) ● Senior management positions, Toys “R” Us, Inc. (1990 to 2006), including Vice Chair of Toys “R” Us, Inc. and President of the Babies “R” Us and the Toys “R” Us U.S. and international operation divisions (2004 to 2006) ● Operating Partner, Irving Place Capital Management, L. P. (2008 to 2009) ● Operating Partner, Bear Stearns Merchant Banking (2006 to 2008) ● Various positions at Target Corporation, including buyer, Director Internal Operations and Vice President Divisional Merchandise Manager (1981 to 1990) Relevant Skills and Experience ● Leadership Experience – Mr. Markee brings over 30 years of leadership experience to the Board, having served in various leadership roles at large public companies. Throughout his time at Toys “R” Us, Mr. Markee developed a new business in Babies “R” Us and at Vitamin Shoppe led the organization through an IPO. He has extensive private and public company experience and has also previously served as a director of Collective Brands, Inc., The Sports Authority, Inc., Dorel Industries, Toys “R” Us, and Pets Supplies Plus. ● Industry Knowledge and Experience – Mr. Markee has deep expertise and insight in leading large retail organizations, including serving as CEO of Vitamin Shoppe, Inc. where he was responsible for the day-to-day operations, including its retail and direct businesses. Mr. Markee, during his 16 years at Toys “R” Us, was responsible for each division of the company as President of Kids “R” Us, Babies “R” Us and Toys “R” Us domestic and international. Additionally, Mr. Markee served as an Operating Partner at Irving Place Management and Bear Stearns Merchant Banking, two private equity firms focused on growth capital investments in companies in the consumer and retail industries. ● Sales and Marketing Experience – Mr. Markee’s decades of experience in senior executive positions within the retail industry provide him with extensive knowledge and expertise in strategy, operations, sales and marketing. Mr. Markee has been involved in the development and implementation of numerous business strategies while serving as a Director and as the leader of multiple business units. |

  27. Compensation Mix

    | MACY’S, INC. 2026 PROXY STATEMENT | 13 |

  28. Compensation Mix

    | | | | Tony Spring Chairman and Chief Executive Officer, Macy’s, Inc. Age: 61 Director Since: 2023 | Professional Background ● Chairman and Chief Executive Officer, Macy’s, Inc. (2024 to Present) ● President and CEO-Elect, Macy’s, Inc. (2023 to 2024) ● Executive Vice President, Macy’s, Inc. (2021 to 2023) ● Chairman and Chief Executive Officer, Bloomingdale’s (2014 to 2023) ● President and Chief Operating Officer, Bloomingdale’s (2008 to 2014) ● Executive Vice President, Bloomingdale’s (2004 to 2008) Relevant Skills and Experience ● Leadership Experience – Mr. Spring has over three decades of experience with Macy’s, Inc. and currently serves as Chairman and Chief Executive Officer of the company. He is a proven, results-oriented leader, who has been instrumental in the development and execution of the company’s transformation as a key member of the executive leadership team. Prior to being appointed Chief Executive Officer of Macy’s, Inc., Mr. Spring served as Chairman and Chief Executive Officer of Bloomingdale’s. Previously, he served as Executive Vice President of Macy’s. Inc. and oversaw Bluemercury. ● Industry Knowledge and Experience – Mr. Spring has extensive knowledge of merchandising, marketing, and operations for brick-and-mortar and online retail, having worked across functions at Bloomingdale’s for over 25 years, most recently serving as Chairman and Chief Executive Officer from 2014 to 2023. Mr. Spring serves as a member of the Executive Committee of the National Retail Federation and recently served as the board chair for the National Retail Federation Foundation. ● Sales and Marketing Experience – Mr. Spring has been a customer-focused innovator during his more than three decades with Macy’s, Inc., known for his brand-building and merchandising talents. As Chairman and Chief Executive Officer of Bloomingdale’s, he drove the successful transformation of the nameplate, leading the business to record sales volumes and customer engagement. Mr. Spring was responsible for the introduction and growth of luxury brands and accelerated growth of Bloomingdale’s Digital business, expanding brands, functionality, and launching marketplace. He also repositioned Bluemercury into a vibrant and growing nameplate for the company. |

  29. Compensation Mix

    | 14 | |

  30. Compensation Mix

    | | | | Paul C. Varga Former Chairman and Chief Executive Officer, Brown-Forman Corporation Lead Independent Director Age: 62 Director Since: 2012 Committees: ● CMD ● Finance (Chair) Other Current Public Directorships: Churchill Downs Incorporated | Professional Background: ● Chairman and Chief Executive Officer, Brown-Forman Corporation, a spirits and wine company (2007 to retirement at end of 2018 from both positions and remained as a Director until mid-2019) ● Chief Executive Officer, Brown-Forman Corporation (2005 to 2007) ● President and Chief Executive Officer, Brown-Forman Beverages, a division of Brown-Forman Corporation (2003 to 2005) ● Global Chief Marketing Officer, Brown-Forman Spirits (2000 to 2003) Relevant Skills and Experience: ● Leadership Experience – Mr. Varga brings tremendous leadership experience as the former Chief Executive Officer of a global, publicly traded consumer products company. At Brown-Forman, he significantly expanded the company’s global presence, initiated meaningful brand innovations, and oversaw some of the highest and most consistent growth rates in the distilled spirits industry. He also brings valuable experience gained as a public company board member. ● Sales and Marketing Experience – Mr. Varga brings extensive knowledge and expertise in strategy, building brand awareness, product development, marketing, distribution and sales, all of which complements our Board’s skillset. Upon his retirement from Brown Forman in 2018, the company’s 3, 5, and 10 year total shareholder returns were 18%, 17%, and 17%, respectively due to active portfolio management, successful American whiskey innovation on the Jack Daniel’s, Woodford Reserve, and Old Forester trademarks, and investments in distillery homeplaces, brand packaging, and value-adding sponsorships. ● Finance Experience – At Brown Forman, Mr. Varga produced an industry-leading 20% Return on Invested Capital through excellent capital deployment, regular reinvestment in the business, targeted acquisitions and dispositions, conservative debt profile, share repurchases, and dividend consistency, as evidenced by the company’s standing as a S&P Dividend Aristocrat. Mr. Varga currently serves as a Member of the Audit Committee on the Churchill Downs Incorporated board. ● Corporate Governance Experience – During his time as CEO, Mr. Varga was a champion of corporate responsibility at Brown-Forman. He spearheaded programs intended to enhance employee engagement and employee safety. |

  31. Compensation Mix

    | MACY’S, INC. 2026 PROXY STATEMENT | 15 |

  32. Compensation Mix

    The Board prioritizes robust corporate governance, recognizing its role in advancing the long-term interests of stockholders, strengthening accountability at both the Board and management levels, and fostering public confidence in the Company. The Board has established comprehensive policies and procedures as part of its oversight role. These policies and procedures, along with our principal governance documents, are regularly reviewed and updated by the Board and its committees to reflect evolving governance trends, regulatory developments, and industry practices. The following provides an overview of our corporate governance framework and highlights important elements of our Board’s operations. The following charters, policies and by-laws can be accessed at www.macysinc.com/investors/corporate-governance/governance-documents.

  33. Compensation Mix

    | ● Audit Committee Charter | ● Standards of Director Independence | | ● Compensation and Management Development Committee Charter | ● Code of Conduct | | ● Nominating and Corporate Governance Committee Charter | ● Non-Employee Director Code of Business Conduct and Ethics | | ● Finance Committee Charter | ● Lead Independent Director Policy | | ● Corporate Governance Principles | ● Proxy Access By-Laws | | ● Insider Trading Policy | |

  34. Compensation Mix

    Shareholders may obtain copies of these documents without charge by sending a written request to: Corporate Secretary, Macy’s, Inc., 151 West 34th Street, New York, New York 10001.

  35. Fiscal 2025 Director Compensation Program

    Fiscal 2025 Director Compensation Program Non-Employee Directors were entitled to receive the following compensation in fiscal 2025:

  36. Fiscal 2025 Director Compensation Program

    | TYPE OF COMPENSATION | AMOUNT OF COMPENSATION | | Board Retainer | $90,000 annually | | Audit Committee Chair Retainer | $30,000 annually | | Other Committee Chair Retainer | $25,000 annually | | Committee (non-chair) Member Retainer | $10,000 annually | | Lead Independent Director Retainer | $30,000 annually | | Equity Grant | Annual award of restricted stock units with a targeted value of $160,000 | | Matching Philanthropic Gift | Up to $500 annually |

  37. Fiscal 2025 Director Compensation Program

    Retainer Compensation Deferral Options: A Non-Employee Director may elect to defer all or a portion of his or her cash compensation into either stock credits or cash credits under the Director Deferred Compensation Plan. Those amounts are not paid until Board service ends. Stock credits are calculated monthly and shares of Macy’s common stock associated with the stock credits are transferred quarterly to a rabbi trust for the benefit of the participating Non-Employee Director. Dividend equivalents on amounts deferred as stock credits are “reinvested” in additional stock credits. Compensation deferred as cash credits earns interest at an annual rate equal to the yield (percent per annum) on 30-Year Treasury Bonds as of December 31 of the prior plan year. Equity Grant: On the date of the 2025 annual meeting, the Board approved a grant to the Non-Employee Directors elected at the annual meeting, time-based restricted stock units (RSUs) with a targeted market value of approximately $160,000. With respect to Non-Employee Directors elected after the annual meeting date, our practice has been to grant RSUs valued at 50% of the annual grant if the Non-Employee Director is elected within six months after the annual meeting. The RSUs generally vest at the earlier of 1) the first anniversary of the grant or 2) the next annual meeting of shareholders. Upon vesting, receipt of shares in payment of the RSUs is automatically deferred as stock credits under the Director Deferred Compensation Plan. The stock credits are paid in shares of Macy’s common stock six months after the Non-Employee Director’s Board service ends. Matching Philanthropic Gift: Non-Employee Directors and retired Non-Employee Directors may participate in the Company’s philanthropic matching gift program on the same terms as all regular employees. Macy’s matches gifts of up to a total of $500 made by the Non-Employee Director to qualifying charities in any calendar year. Merchandise Discount: Each Non-Employee Director and his or her spouse and eligible dependents receive the same merchandise discount on merchandise purchased at our stores that is available to all regular employees. This benefit remains available to them following retirement from the Board.

  38. Fiscal 2025 Director Compensation Program

    | MACY’S, INC. 2026 PROXY STATEMENT | 29 |

  39. Director Compensation Program Review

    Director Compensation Program Review In December 2025, the NCG Committee engaged Semler Brossy Consulting Group LLC (Semler Brossy), the independent compensation consultant to the CMD Committee, to prepare a competitive assessment of our Non-Employee Director compensation program. Semler Brossy assessed our Non-Employee Director pay levels relative to the same 15- company peer group the CMD Committee then used in connection with its review of the compensation of the Named Executive Officers (as described in the Compensation Discussion and Analysis below): Best Buy Co., Inc., Burlington Stores, Inc., Dick’s Sporting Goods, Inc., Dillard’s Inc., Dollar Tree, Inc., Foot Locker, Inc., Gap Inc., Kohl’s Corporation, Lowe’s Companies, Inc., Nordstrom, Inc., Ross Stores, Inc., Target Corporation, TJX Companies, Inc., Ulta Beauty, Inc. and Williams- Sonoma, Inc. Semler Brossy also utilized the 2024 – 2025 National Association of Corporate Directors (NACD) Director Compensation survey as a secondary reference. Semler Brossy found that Macy’s current average total Non-Employee Director pay is positioned below the peer median for the third consecutive year, the mix of pay (41% cash and 59% equity) is consistent with peers, committee member and chair retainers vary versus peers and the lead independent director retainer is positioned the lowest among the peer group.

  40. Fiscal 2025 Non-Employee Director Compensation Table

    Fiscal 2025 Non-Employee Director Compensation Table The following table reflects the compensation for each Non-Employee Director for fiscal 2025. Mr. Spring did not receive separate compensation for service as a Director.

  41. 2025 Director Compensation

    2025 Director Compensation

  42. 2025 Director Compensation

    | | FEES EARNED OR | STOCK | ALL OTHER | | | | PAID IN CASH(1) | AWARDS(2) | COMPENSATION(3) | TOTAL | | NAME | ($) | ($) | ($) | ($) | | Emilie Arel | 110,000 | 159,992 | 492 | 270,484 | | Torrence N. Boone | 110,000 | 159,992 | 23 | 270,015 | | Marie Chandoha | 130,000 | 159,992 | 6,895 | 296,887 | | Robert B. Chavez (4) | 93,333 | 159,992 | 211 | 253,536 | | Naveen K. Chopra | 110,000 | 159,992 | - | 269,992 | | Richard Clark | 110,000 | 159,992 | 789 | 270,781 | | Deirdre P. Connelly | 125,000 | 159,992 | 3,505 | 288,497 | | Jill Granoff | 125,000 | 159,992 | 3,149 | 288,141 | | Sara Levinson (5) | 36,667 | - | 850 | 37,517 | | Richard L. Markee | 110,000 | 159,992 | 1,361 | 271,353 | | Douglas W. Sesler | 110,000 | 159,992 | 843 | 270,835 | | Paul C. Varga | 155,000 | 159,992 | 4,488 | 319,480 | | Tracey Zhen | 110,000 | 159,992 | 733 | 270,725 |

  43. 2025 Director Compensation

    | (1) All cash compensation is reflected in the “Fees Earned or Paid in Cash” column, whether paid currently in cash or deferred as cash or as stock unit credits under the Director Deferred Compensation Plan. Directors electing to defer all or a portion of their cash fees as stock units and the number of stock units credited were: Mr. Clark – 7,600 units, Mr. Markee – 7,600 units and Mr. Sesler - 7,599 units. |

  44. 2025 Director Compensation

    | 30 | |

  45. 2025 Director Compensation

    | (2) The Non-Employee Directors elected at the 2025 annual shareholders meeting received 13,456 RSUs on May 30, 2025, valued at $11.89 per share, which was the closing price of our common stock on the grant date. The following table shows the number of deferred stock unit credits (under the Director Deferred Compensation Plan) and RSUs held by each of the Non-Employee Directors as of the end of fiscal 2025: |

  46. 2025 Director Compensation

    | | DEFERRED STOCK | RESTRICTED STOCK | | | UNIT CREDITS | UNITS | | NAME | (#) | (#) | | Arel | 25,984 | 13,456 | | Boone | 69,271 | 13,456 | | Chandoha | 31,394 | 13,456 | | Chavez | - | 13,456 | | Chopra | 21,130 | 13,456 | | Clark | 19,390 | 13,456 | | Connelly | 132,947 | 13,456 | | Granoff | 31,394 | 13,456 | | Levinson | 37,412 | - | | Markee | 19,390 | 13,456 | | Sesler | 17,042 | 13,456 | | Varga | 118,313 | 13,456 | | Zhen | 34,826 | 13,456 |

  47. 2025 Director Compensation

    | (3) “All Other Compensation” consists of the items shown below. Merchandise discounts are credited to the Directors’ Macy’s charge accounts. |

  48. 2025 Director Compensation

    | | MERCHANDISE | | | | DISCOUNT | TOTAL | | NAME | ($) | ($) | | Arel | 492 | 492 | | Boone | 23 | 23 | | Chandoha | 6,895 | 6,895 | | Chavez | 211 | 211 | | Chopra | - | - | | Clark | 789 | 789 | | Connelly | 3,505 | 3,505 | | Granoff | 3,149 | 3,149 | | Levinson | 850 | 850 | | Markee | 1,361 | 1,361 | | Sesler | 843 | 843 | | Varga | 4,488 | 4,488 | | Zhen | 733 | 733 |

  49. 2025 Director Compensation

    | (4) Mr. Chavez joined the Board effective April 1, 2025.. |

  50. 2025 Director Compensation

    | (5) Ms. Levinson retired from the Board effective May 16, 2025. |

  51. WHY WE BELIEVE YOU SHOULD VOTE FOR THIS PROPOSAL

    WHY WE BELIEVE YOU SHOULD VOTE FOR THIS PROPOSAL The Amended and Restated 2024 Plan continues to authorize the CMD Committee to provide cash awards and equity-based compensation in the form of stock options, stock appreciation rights (SARs), restricted stock, RSUs, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, shares of Common Stock, for the purpose of providing our Non-Employee Directors, officers and other employees of the Company and its subsidiaries, and certain consultants of the Company and its subsidiaries, incentives and rewards for service and/or performance. Some of the key features of the Amended and Restated 2024 Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below in this subsection. We believe our success depends in part on our ability to attract, motivate, and retain high quality employees and directors and that the ability to provide equity-based and incentive-based awards under the Amended and Restated 2024 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 Common Stock as part of our compensation program is also important because equity-based awards help link compensation with long-term shareholder value creation and reward participants based on service and/or performance. As of January 31, 2026, approximately 13.7 million shares of Common Stock remained available for awards under the 2024 Plan. If the Amended and Restated 2024 Plan is not approved, we may be compelled to significantly increase the cash component of our employee and director compensation, which may not necessarily align employee and director compensation interests with the investment interests of our shareholders. Replacing equity awards with cash would also increase cash compensation expense and use cash that could be better utilized.

  52. AWARDS OUTSTANDING AND HISTORICAL GRANTS

    | | FISCAL YEAR 2023 | FISCAL YEAR 2024 | FISCAL YEAR 2025 | | Number of options granted | - | - | - | | Number of stock units granted (RSUs and PRSUs) | 5,502,000 | 4,076,000 | 6,973,000 | | Total Share Usage(1) | 9,628,500 | 7,133,000 | 12,202,750 | | Weighted-average number of shares of common stock outstanding | 274,200,000 | 277,700,000 | 263,000,000 | | Unadjusted Burn Rate (2) | 2.01% | 1.47% | 2.65% | | Adjusted Burn Rate (2) | 3.51% | 2.57% | 4.64% |

  53. AMENDED AND RESTATED 2024 PLAN HIGHLIGHTS

    | Reasonable Amended and Restated 2024 Plan Limits | Subject to the Amended and Restated 2024 Plan’s adjustment provisions and share counting rules (as described below), awards under the Amended and Restated 2024 Plan are limited to 36,894,000 shares minus (1) one share for every share subject to an award of stock options or SARs granted under the Predecessor Plans after February 3, 2024 and before May 17, 2024, and minus (2) 1.75 shares for every one share subject to an award other than of stock options or SARs granted under the Predecessor Plans after February 3, 2024 and before May 17, 2024. | | Fungible Share Counting | Subject to the Amended and Restated 2024 Plan’s share counting rules, the aggregate number of shares of Common Stock available under the Amended and Restated 2024 Plan will be reduced by (1) one share of Common Stock for every one share of Common Stock subject to an award of stock options or SARs granted under the Amended and Restated 2024 Plan, and (2) 1.75 shares of Common Stock for every one share of Common Stock subject to an award other than of stock options or SARs granted under the Amended and Restated 2024 Plan. |

  54. AMENDED AND RESTATED 2024 PLAN HIGHLIGHTS

    | Other Limits | The Amended and Restated 2024 Plan also provides that: ● subject to adjustment as provided in the Amended and Restated 2024 Plan, the aggregate number of shares of Common Stock actually issued or transferred upon the exercise of Incentive Stock Options (as defined below) will not exceed 36,894,000 shares of Common Stock; and ● a non-employee director will not be granted, in any one calendar year, compensation for such service having an aggregate maximum value (measured as of the date of grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of $600,000. | | Limited Share Recycling Provisions | Subject to certain exceptions described in the Amended and Restated 2024 Plan, if any award granted under the Amended and Restated 2024 Plan (in whole or in part) is canceled or forfeited, expires, is settled for cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under the Amended and Restated 2024 Plan at a rate of one share for every one share subject to stock option or SAR awards and 1.75 shares for every one share subject to awards other than stock options or SARs. The same recycling treatment will be applied with respect to shares of Common stock subject to awards granted under the Predecessor Plans that are cancelled, are forfeited, expire, are settled for cash, or are unearned after February 3, 2024. ● The following shares of Common Stock will not be added (or added back, as applicable) to the aggregate share limit under the Amended and Restated 2024 Plan: (1) shares of Common Stock withheld by us, tendered or otherwise used in payment of the exercise price of a stock option granted under the Amended and Restated 2024 Plan, and (2) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options granted under the Amended and Restated 2024 Plan. ● Further, all shares of Common Stock covered by stock-settled SARs that are exercised and settled in shares, whether or not all shares of Common Stock covered by the SARs are actually issued to the participant upon exercise, will not be added back to the aggregate number of shares available under the Amended and Restated 2024 Plan. In addition, shares of Common Stock withheld by us or tendered or otherwise used to satisfy tax withholding will not be added (or added back, as applicable) to the aggregate share limit under the Amended and Restated 2024 Plan. ● If a participant elects to give up the right to receive compensation in exchange for shares of Common Stock based on fair market value, such shares of Common Stock will not count against the aggregate number of shares available under the Amended and Restated 2024 Plan. | | No Repricing Without Shareholder Approval | Outside of certain corporate transactions or adjustment events described in the Amended and Restated 2024 Plan or in connection with a “change in control”, the exercise or base price of stock options and SARs cannot be reduced, nor can “underwater” stock options or SARs be cancelled in exchange for cash or replaced with other awards or stock options or SARs with a lower exercise or base price, without shareholder approval. | | Dividend Equivalents Limited | Dividends, dividend equivalents or other distributions on awards (if any) are deferred and paid contingent upon vesting. Dividends and dividend equivalents are not paid on stock options or stock appreciation rights. | | Change in Control Definition | The Amended and Restated 2024 Plan includes a non-liberal definition of “change in control,” which is described below. | | Exercise or Base Price Limitation | The Amended and Restated 2024 Plan also provides that, except with respect to certain converted, assumed or substituted awards as described in the Amended and Restated 2024 Plan, no stock options or SARs will be granted with an exercise or base price less than the fair market value of a share of Common Stock on the date of grant. | | Minimum Vesting Periods | Awards under the Amended and Restated 2024 Plan will generally vest no earlier than the first anniversary of applicable grant date, except that the following awards will not be subject to the minimum vesting requirement: (1) awards granted in connection with awards that are assumed, converted or substituted in connection with certain transactions; (2) shares of Common Stock delivered in lieu of fully vested cash obligations; (3) awards to non-employee directors that vest on the earlier of the one-year anniversary of the applicable grant date and the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting of shareholders; and (4) additional awards the CMD Committee may grant, up to a maximum of 5% of the aggregate number of shares authorized for issuance under the Amended and Restated 2024 Plan (subject to adjustment under the terms of the Amended and Restated 2024 Plan). Further, the CMD Committee, in is sole discretion, may provide for continued vesting or accelerated vesting for any award under the Amended and Restated 2024 Plan upon certain events, including, without limitation, in connection with or following a participant’s death, disability, or termination of service or a change control, or exercise its continued or accelerated vesting authority under the Amended and Restated 2024 Plan at any time following the grant of an award. |

  55. SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN

    SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN Administration. The Amended and Restated 2024 Plan will generally be administered by the CMD Committee (or its successor), or any other committee of the Board designated by the Board to administer the Amended and Restated 2024 Plan. References to the “Committee” in this proposal refer to the CMD Committee or such other committee designated by the Board, as applicable. The Committee may from time to time delegate all or any part of its authority under the Amended and Restated 2024 Plan to a subcommittee. Any interpretation, construction and determination by the Committee of any provision of the Amended and Restated 2024 Plan, or of any agreement, notification or document evidencing the grant of awards under the Amended and Restated 2024 Plan, will be final and conclusive. To the extent permitted by applicable law, the Committee may delegate to one or more of its members or to one or more officers, or to one or more agents or advisors of the Company, such administrative duties or powers as it deems advisable. In addition, the Committee may by resolution, subject to certain restrictions set forth in the Amended and Restated 2024 Plan, authorize one or more officers of the Company to authorize the granting or sale of awards under the Amended and Restated 2024 Plan on the same basis as the Committee. However, the Committee may not delegate such authority to officers for awards granted to such officers, non-employee directors or certain employees who are subject to the reporting requirements of Section 16 of the Exchange Act. The Committee is authorized to take appropriate action under the Amended and Restated 2024 Plan subject to the express limitations contained in the Amended and Restated 2024 Plan. Eligibility. Any person who is selected by the Committee to receive benefits under the Amended and Restated 2024 Plan and who is at that time an officer or other employee of the Company or any of its subsidiaries (including a person who has agreed to commence serving in such capacity within 90 days of the date of grant) is eligible to participate in the Amended and Restated 2024 Plan. In addition, certain persons (including consultants) who provide services to the Company or any of its subsidiaries that are equivalent to those typically provided by an employee (provided that such persons satisfy the Form S-8 definition of “employee”), and non-employee directors of the Company, may also be selected by the Committee to participate in the Amended and Restated 2024 Plan. As of January 31, 2026, the Company and its subsidiaries had approximately 90,134 employees and the Company had 12 non-employee directors. Although the Company may engage certain independent contractors and consultants from time to time, we do not currently expect to grant awards under the Amended and Restated 2024 Plan to such persons. The basis for participation in the Amended and Restated 2024 Plan by eligible persons is the selection of such persons by the Committee (or its authorized delegate) in its discretion. Types of Awards Under the Amended and Restated 2024 Plan. Pursuant to the Amended and Restated 2024 Plan, the Company may grant cash awards and stock options (including stock options intended to be “incentive stock options” as defined in Section 422 of the Code (Incentive Stock Options)), SARs, restricted stock, RSUs, performance shares, performance units, cash incentive awards, and certain other awards based on or related to shares of our Common Stock. Generally, each grant of an award under the Amended and Restated 2024 Plan will be evidenced by an award agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee (an Evidence of Award), which will contain such terms and provisions as the Committee may determine, consistent with the Amended and Restated 2024 Plan. A brief description of the types of awards which may be granted under the Amended and Restated 2024 Plan is set forth below. Stock Options. A stock option is a right to purchase shares of Common Stock upon exercise of the stock option. Stock options are granted to a participant in consideration of the performance of services. Stock options granted to an employee under the Amended and Restated 2024 Plan may consist of either an Incentive Stock Option, a non-qualified stock option that is not intended to be an “incentive stock option” under Section 422 of the Code, or a combination of both. Incentive Stock Options may only be granted to employees of the Company or certain of our related corporations. The term of a stock option may not extend more than 10 years from the date of grant. The Committee may provide in an Evidence of Award for the automatic exercise of a stock option. Each grant of a stock option will specify the applicable terms of the stock option, including the number of shares of Common Stock subject to the stock option and the required period or periods of the participant’s continuous service, if any, before any stock option or portion of a stock option will vest. Stock options may provide for continued vesting or the earlier vesting of the

  56. SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN

    stock options, including, without limitation, in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control. Any grant of stock options may specify management objectives regarding the vesting of the stock options. Each grant will specify whether the consideration to be paid in satisfaction of the exercise price will be payable: (1) in cash, by check acceptable to the Company, or by wire transfer of immediately available funds; (2) by the actual or constructive transfer to the Company of shares of Common Stock owned by the participant with a value at the time of exercise that is equal to the total exercise price; (3) subject to any conditions or limitations established by the Committee, by a net exercise arrangement pursuant to which the Company will withhold shares of Common Stock otherwise issuable upon exercise of a stock option; (4) by a combination of the foregoing methods; or (5) by such other methods as may be approved by the Committee. To the extent permitted by law, any grant may provide for deferred payment of the exercise price from the proceeds of a sale through a bank or broker of some or all of the shares to which the exercise relates. Stock options granted under the Amended and Restated 2024 Plan may not provide for dividends or dividend equivalents. Appreciation Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of SARs. A SAR is a right to receive from us an amount equal to 100%, or such lesser percentage as the Committee may determine, of the spread between the base price and the value of shares of our Common Stock on the date of exercise. Each grant of SARs will specify the period or periods of continuous service, if any, by the participant with the Company or any subsidiary that is necessary before the SARs or installments of such SARs will vest. SARs may provide for continued vesting or earlier vesting, including, without limitation, in the case of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control. Any grant of SARs may specify management objectives regarding the vesting of such SARs. A SAR may be paid in cash, shares of Common Stock or any combination of the two. Except with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of SARs held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, the base price of a SAR may not be less than the fair market value of a share of Common Stock on the date of grant. The term of a SAR may not extend more than 10 years from the date of grant. The Committee may provide in an Evidence of Award for the automatic exercise of a SAR. SARs granted under the Amended and Restated 2024 Plan may not provide for dividends or dividend equivalents. Restricted Stock. Restricted stock constitutes an immediate transfer of the ownership of shares of Common Stock to the participant in consideration of the performance of services, entitling such participant to dividend, voting and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer determined by the Committee for a period of time determined by the Committee or until certain management objectives specified by the Committee are achieved. Each such grant or sale of restricted stock may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value per share of Common Stock on the date of grant. Any grant of restricted stock may specify management objectives regarding the vesting of the restricted stock. Any grant of restricted stock may require that any and all dividends or distributions paid on restricted stock that remain subject to a substantial risk of forfeiture be automatically deferred and/or reinvested in additional restricted stock, which will be subject to the same restrictions as the underlying restricted stock. Restricted stock may provide for continued vesting or the earlier vesting of such restricted stock, including, without limitation, in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control. RSUs. RSUs awarded under the Amended and Restated 2024 Plan constitute an agreement by the Company to deliver shares of Common Stock, cash, or a combination of the two, to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement regarding management objectives) during the restriction period as the Committee may specify. Each grant or sale of RSUs may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value of shares of our Common Stock on the date of grant. RSUs may provide for continued vesting or the earlier lapse or other modification of the restriction period, including, without limitation, in the event of retirement, death, disability or termination of employment or service of the participant or in the event

  57. SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN

    of a change in control. During the restriction period, the participant will have no right to transfer any rights under the award and will have no rights of ownership in the shares of Common Stock underlying the RSUs and no right to vote them. Rights to dividend equivalents may be extended to and made part of any RSU award at the discretion of and on the terms determined by the Committee, on a deferred and contingent basis, either in cash or in additional shares of Common Stock, with payment contingent upon the vesting of such RSUs. Each grant or sale of RSUs will specify the time and manner of payment of the RSUs that have been earned. Cash Incentive Awards, Performance Shares, and Performance Units. A performance share is a bookkeeping entry that records the equivalent of one share of Common Stock, and a performance unit is a bookkeeping entry that records a unit equivalent to $1.00 or such other value as determined by the Committee. Each grant will specify the number or amount of performance shares or performance units, or the amount payable with respect to a cash incentive award being awarded, which number or amount may be subject to adjustment to reflect changes in compensation or other factors. These awards, when granted under the Amended and Restated 2024 Plan, generally will specify management objectives regarding the earning of the award. Each grant will specify the time and manner of payment of a cash incentive award, performance shares or performance units that have been earned. Any grant may specify that the amount payable with respect to such grant may be paid by the Company in cash, in shares of Common Stock, in restricted stock or RSUs, or in any combination thereof. Any grant of performance shares or performance units may provide for the payment of dividend equivalents in cash or in additional shares of Common Stock, which will be subject to deferral and payment on a contingent basis based on the participant’s earning and vesting of the performance shares or performance units, as applicable, with respect to which such dividend equivalents are paid. The performance period with respect to each cash incentive award or grant of performance shares or performance units will be a period of time determined by the Committee and within which the management objectives relating to such award are to be achieved. The performance period may be subject to continued vesting or earlier lapse or modification, including, without limitation, in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control. Other Awards. Subject to applicable law and applicable share limits under the Amended and Restated 2024 Plan, the Committee may grant to any participant shares of Common Stock or such other awards (Other Awards) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock or factors that may influence the value of such shares of Common Stock, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business units or any other factors designated by the Committee, and awards valued by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of the subsidiaries, affiliates or other business units of the Company. The terms and conditions of any such awards will be determined by the Committee. Shares of Common Stock delivered under an award in the nature of a purchase right granted under the Amended and Restated 2024 Plan will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, cash, shares of Common Stock, other awards, notes or other property, as the Committee determines. In addition, the Committee may grant cash awards, as an element of or supplement to any other awards granted under the Amended and Restated 2024 Plan. The Committee may also authorize the grant of shares of Common Stock as a bonus or may authorize the grant of other awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the Amended and Restated 2024 Plan or under other plans or compensatory arrangements, subject to terms determined by the Committee in a manner that complies with Section 409A of the Code. Other Awards may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including, without limitation, in the event of the retirement, death, disability or termination of employment or service of the participant or in the event of a change in control. The Committee may provide for the payment of dividends or dividend equivalents on Other Awards in cash or in additional shares of Common Stock, subject to deferral and payment on a

  58. SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN

    contingent basis based on the participant’s earning and vesting of the Other Awards with respect to which such dividends or dividend equivalents are paid. Change in Control. The Amended and Restated 2024 Plan includes a definition of “change in control.” In general, except as may be otherwise prescribed by the Committee in an Evidence of Award, a change in control will be deemed to have occurred if, in general (subject to certain limitations and as further described in the Amended and Restated 2024 Plan):

  59. SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN

    Certain additional terms or limitations apply under this definition with respect to awards that are “non-qualified deferred compensation” for purposes of Code Section 409A, and except with respect to shareholder approval of a complete liquidation or dissolution of the Company, no definition of change in control under an Evidence of Award may provide that a change in control will occur solely upon the announcement, commencement, shareholder approval or other potential occurrence of any event or transaction (rather than its consummation), and/or an unapproved change in less than a majority of the Board, and/or (except as described above) acquisition of 15% or less of the Voting Stock, and/or announcement or commencement of a tender or exchange offer. Management Objectives. The Amended and Restated 2024 Plan provides that any of the awards set forth above may specify management objectives regarding the vesting of the award. Management objectives are defined as the performance objective or objectives established pursuant to the Amended and Restated 2024 Plan for participants who have received grants of awards as determined by the Committee. The following is a non-exhaustive list of the potential management objectives that may be used for awards under the Amended and Restated 2024 Plan (including ratios or other relationships between one or more, or a combination, of the following examples of management objectives):

  60. SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN

    Additionally, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the management objectives unsuitable, the Committee may in its discretion modify such management objectives or the goals or actual levels of achievement, in whole or in part, as the Committee deems appropriate and equitable. Transferability of Awards. Except as otherwise provided by the Committee, and subject to the terms of the Amended and Restated 2024 Plan with respect to Code Section 409A, no stock option, SAR, restricted stock, RSU, performance share, performance unit, cash incentive award, Other Award or dividend equivalents paid with respect to awards made under the Amended and Restated 2024 Plan will be transferrable by a participant except by will or the laws of descent and distribution. In no event will any such award be transferred for value. Except as otherwise determined by the Committee, stock options and SARs will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf of the participant in a fiduciary capacity under state law or court supervision. The Committee may specify on the grant date that all or part of the shares of Common Stock that are subject to awards under the Amended and Restated 2024 Plan will be subject to further restrictions on transfer. Adjustments; Corporate Transactions. The Committee will make or provide for such adjustments in: (1) the number of and kind of shares of Common Stock covered by outstanding stock options, SARs, restricted stock, RSUs, performance shares and performance units granted under the Amended and Restated 2024 Plan; (2) if applicable, the number of and kind of shares of Common Stock covered by Other Awards granted pursuant to the Amended and Restated 2024 Plan; (3) the exercise price or base price provided in outstanding stock options and SARs, respectively; (4) cash incentive awards; and (5) other award terms, as the Committee in its sole discretion, exercised in good faith determines to be equitably required in order to prevent dilution or enlargement of the rights of participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company; (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities; or (c) any other corporate transaction or event having an effect similar to any of the foregoing. In the event of any such transaction or event, or in the event of a change in control of the Company, the Committee may provide in substitution for any or all outstanding awards under the Amended and Restated 2024 Plan such alternative consideration (including cash), if any, as it may in good faith determine to be equitable under the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each stock option or SAR with an exercise price or base price, respectively, greater than the consideration offered in connection with any such transaction or event or change in control of the Company, the Committee may in its sole discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. The Committee will make or provide for such adjustments to the number of shares of Common Stock available

  61. SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN

    under the Amended and Restated 2024 Plan and the share limits of the Amended and Restated 2024 Plan as the Committee in its sole discretion may in good faith determine to be appropriate in connection with such transaction or event. However, any adjustment to the limit on the number of shares of Common Stock that may be issued upon exercise of Incentive Stock Options will be made only if and to the extent such adjustment would not cause any option intended to qualify as an Incentive Stock Option to fail to so qualify. Prohibition on Repricing. Except in connection with certain corporate transactions or changes in the capital structure of the Company or in connection with a change in control, the terms of outstanding awards may not be amended to (1) reduce the exercise price or base price of outstanding stock options or SARs, respectively, or (2) cancel outstanding “underwater” stock options or SARs (including following a participant’s voluntary surrender of “underwater” stock options or SARs) in exchange for cash, other awards or stock options or SARs with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original stock options or SARs, as applicable, without shareholder approval. The Amended and Restated 2024 Plan specifically provides that this provision is intended to prohibit the repricing of “underwater” stock options and SARs and that it may not be amended without approval by our shareholders. Clawback and Recapture Provisions. Awards granted under the Amended and Restated 2024 Plan will be subject to the terms and conditions of the Company’s clawback provisions, policy or policies in effect from time to time, including, without limitation, those that specifically implement Section 10D of the Exchange Act, and any applicable rules or regulations thereunder (including applicable rules and regulations of any national securities exchange on which the shares of Common Stock may be traded) (collectively, the Compensation Recovery Policy), and applicable sections of any Evidence of Award to which the Amended and Restated 2024 Plan is applicable or any related documents shall be interpreted consistently with (or deemed superseded by and/or subject to) the terms and conditions of the Compensation Recovery Policy. Further, by accepting any award under the Amended and Restated 2024 Plan, each Amended and Restated 2024 Plan participant agrees (or has agreed) to fully cooperate with and assist the Company in connection with such participant’s obligations to the Company pursuant to the Compensation Recovery Policy, and agrees (or has agreed) that the Company may enforce its rights under the Compensation Recovery Policy through any and all reasonable means permitted under applicable law as it deems necessary or desirable under the Compensation Recovery Policy. Otherwise, any Evidence of Award under the Amended and Restated 2024 Plan may provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the Company of any gain or earnings related to an award, including upon such terms and conditions as may be determined by the Board or the Committee in accordance with the Compensation Recovery Policy or any applicable laws, rules, regulations or requirements that impose mandatory clawback or recoupment requirements under the circumstances set forth in such laws, rules, regulations or requirements in effect from time to time. Grants to Non-U.S. Based Participants. In order to facilitate the making of any grant or combination of grants under the Amended and Restated 2024 Plan, the Committee may provide for such special terms for awards to participants who are foreign nationals, who are employed by the Company or any of its subsidiaries outside of the United States of America or who provide services to the Company or any of its subsidiaries under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve such supplements to, or amendments, restatements or alternative versions of, the Amended and Restated 2024 Plan (including sub-plans) (to be considered part of the Amended and Restated 2024 Plan) as it may consider necessary or appropriate for such purposes, provided that no such special terms, supplements, amendments or restatements will include any provisions that are inconsistent with the terms of the Amended and Restated 2024 Plan as then in effect unless the Amended and Restated 2024 Plan could have been amended to eliminate such inconsistency without further approval by our shareholders. Withholding. To the extent the Company is required to withhold federal, state, local or foreign taxes or other amounts in connection with any payment made or benefit realized by a participant or other person under the Amended and Restated 2024 Plan, and the amounts available to us for such withholding are insufficient, it will be a condition to the receipt of such payment or the realization of such benefit that the participant or such other person make arrangements satisfactory to the Company for payment of the balance of such taxes or other amounts required to be withheld, which arrangements, in the discretion of the Committee, may include relinquishment of a portion of such benefit. If a participant’s benefit is to be received in the form of shares of Common Stock, and such participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Committee, we will withhold shares of Common Stock having a value equal to the amount required to be withheld. When a participant is required to pay the Company an amount required to be withheld under

  62. SUMMARY OF OTHER MATERIAL TERMS OF THE Amended and Restated 2024 PLAN

    applicable income, employment, tax and other laws, the Company may require the participant to satisfy the obligation, in whole or in part, by having withheld, from the shares delivered or required to be delivered to the participant, shares of Common Stock having a value equal to the amount required to be withheld or by delivering to us other shares of Common Stock held by such participant. The shares used for tax or other withholding will be valued at an amount equal to the fair market value of such shares of Common Stock on the date the benefit is to be included in a participant’s income. In no event will the fair market value of the shares of Common Stock to be withheld and delivered pursuant to the Amended and Restated 2024 Plan exceed the minimum amount required to be withheld, unless (i) an additional amount can be withheld and not result in adverse accounting consequences, and (ii) such additional withholding amount is authorized by the Committee. Participants will also make such arrangements as the Company may require for the payment of any withholding tax or other obligation that may arise in connection with the disposition of shares of Common Stock acquired upon the exercise of stock options. In any case, a participant will be solely responsible and liable for the satisfaction of all taxes required to be withheld under applicable income, employment, tax or other laws in connection with any payment made or benefit realized by a participant under the Amended and Restated 2024 Plan, and neither the Company nor any of its affiliates will have any obligation to indemnify or otherwise hold a participant harmless from any or all of such taxes. No Right to Continued Employment. The Amended and Restated 2024 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 and Restated 2024 Plan. The Amended and Restated 2024 Plan will become effective on the date it is approved by the Company’s shareholders. Amendment and Termination of the Amended and Restated 2024 Plan. The Board generally may amend the Amended and Restated 2024 Plan from time to time in whole or in part. However, if any amendment, for purposes of applicable stock exchange rules (and except as permitted under the adjustment provisions of the Amended and Restated 2024 Plan) (1) would materially increase the benefits accruing to participants under the Amended and Restated 2024 Plan, (2) would materially increase the number of shares which may be issued under the Amended and Restated 2024 Plan, (3) would materially modify the requirements for participation in the Amended and Restated 2024 Plan, or (4) must otherwise be approved by our shareholders in order to comply with applicable law or the rules of the NYSE, all as determined by the Board, then such amendment will be subject to shareholder approval and will not be effective unless and until such approval has been obtained. Further, subject to the Amended and Restated 2024 Plan’s prohibition on repricing, the Committee generally may amend the terms of any award prospectively or retroactively. Except in the case of certain adjustments permitted under the Amended and Restated 2024 Plan, no such amendment may be made that would materially impair the rights of any participant without his or her consent. If permitted by Section 409A of the Code and subject to certain other limitations set forth in the Amended and Restated 2024 Plan, including in the case of termination of employment or service, or in the case of unforeseeable emergency or other circumstances or in the event of a change in control, the Committee may provide for continued vesting or accelerate the vesting of certain awards granted under the Amended and Restated 2024 Plan. The Board may, in its discretion, terminate the Amended and Restated 2024 Plan at any time. Termination of the Amended and Restated 2024 Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised in full on the date of termination. No grant will be made under the Amended and Restated 2024 Plan on or after the tenth anniversary of the effective date of the Amended and Restated 2024 Plan, but all grants made prior to such date will continue in effect thereafter subject to their terms and the terms of the Amended and Restated 2024 Plan. Allowances for Conversion Awards and Assumed Plans. Shares of Common Stock issued or transferred under awards granted under the Amended and Restated 2024 Plan in substitution for or conversion of, or in connection with an assumption of, stock options, SARs, restricted stock, RSUs, or other stock or stock-based awards held by awardees of an entity engaging in a corporate acquisition or merger transaction with us or any of our subsidiaries will not count against (or be added to) the aggregate share limit or other Amended and Restated 2024 Plan limits described above. Additionally, shares available under certain plans that we or our subsidiaries may assume in connection with corporate transactions from another entity may be available for certain awards under the Amended and Restated 2024 Plan, under circumstances further described in the Amended and Restated 2024 Plan, but will not count against the aggregate share limit or other Amended and Restated 2024 Plan limits described above.

  63. Macy’s, Inc. 2024 Equity and Incentive Compensation Plan, as amended and restated

    | (2) On the date of the Annual Meeting, pursuant to our Non-Employee Director compensation program, each of our Non-Employee Directors elected at the Annual Meeting, is expected to receive a grant of restricted stock units having a targeted value equal to $160,000. The number of shares subject to such grants will be determined based on the closing price of our Common Stock on the grant date. |

  64. HISTORICAL AWARDS

    | NAME | NUMBER OF SHARES SUBJECT TO RSUs | NUMBER OF SHARES SUBJECT TO PRSUs (1) | | Named Executive Officers: | | | | Tony Spring | 394,390 | 394,390 | | Thomas J. Edwards | 249,059 | 145,676 | | Danielle L. Kirgan | 100,788 | 78,878 | | Tracy M. Preston | 74,495 | 52,585 | | Olivier Bron | 52,585 | 140,227 | | Executive Officers, as a group | 881,834 | 829,284 | | Non-employee directors, as a group | 161,472 | - | | Each nominee for election as a director: | | | | Emilie Arel | 13,456 | - | | Torrence N. Boone | 13,456 | - | | Marie Chandoha | 13,456 | - | | Robert B. Chavez | 13,456 | - | | Naveen K. Chopra | 13,456 | - | | Deirdre P. Connelly | 13,456 | - | | Jill Granoff | 13,456 | - | | Richard L. Markee | 13,456 | - | | Paul C. Varga | 13,456 | - | | Each associate of any of the foregoing | - | - | | Each other person who received at least 5% of all awards | - | - | | All employees (other than executive officers), as a group | 4,794,485 | 670,778 |

  65. Tax Consequences to Participants

    Tax Consequences to Participants 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 Code (Restrictions). However, a recipient who so elects under Section 83(b) of the 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. Performance Shares, Performance Units and Cash Incentive Awards. No income generally will be recognized upon the grant of performance shares, performance units or cash incentive awards. Upon payment in respect of the earn-out of performance shares, performance units or cash incentive awards, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted shares of Common Stock received. Nonqualified Stock Options. In general:

  66. Tax Consequences to Participants

    | ● | no income will be recognized by an optionee at the time a non-qualified stock option is granted; |

  67. Tax Consequences to Participants

    | ● | at the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference between the option price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and |

  68. Tax Consequences to Participants

    | ● | at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held. |

  69. Tax Consequences to Participants

    Incentive Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an Incentive Stock Option. If shares of Common Stock are issued to the optionee pursuant to the exercise of an Incentive Stock Option, and if no disqualifying disposition of such shares is made by such optionee within two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares, any amount realized in excess of the option price will be taxed to the optionee 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 optionee 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 participant generally will be taxed as short-term or long-term capital gain (or loss) depending on the holding period. SARs. No income will be recognized by a participant in connection with the grant of a SAR. When the SAR is exercised, the participant 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. RSUs. No income generally will be recognized upon the award of RSUs. The recipient of an RSU 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

  70. Securities Authorized for Issuance Under Equity Compensation Plans

    Securities Authorized for Issuance Under Equity Compensation Plans The following table presents certain aggregate information, as of January 31, 2026, with respect to the 2024 Equity and Incentive Compensation Plan, the 2021 Equity and Incentive Compensation Plan, the 2018 Equity and Incentive Compensation Plan, the 2009 Omnibus Incentive Compensation Plan and the Employee Stock Purchase Plan (included on the line captioned “Equity compensation plans approved by security holders”).

  71. Securities Authorized for Issuance Under Equity Compensation Plans

    | | | | | NUMBER OF SECURITIES | | | | | | REMAINING AVAILABLE FOR | | | NUMBER OF SECURITIES | | WEIGHTED | FUTURE ISSUANCE UNDER | | | TO BE ISSUED UPON | | AVERAGE | EQUITY COMPENSATION | | | EXERCISE OF | | EXERCISE PRICE OF | PLANS (EXCLUDING | | | OUTSTANDING OPTIONS, | | OUTSTANDING | SECURITIES REFLECTED IN | | | WARRANTS AND RIGHTS | | OPTIONS, WARRANTS | COLUMN (A)) | | | (THOUSANDS) | | AND RIGHTS ($) | (THOUSANDS) | | PLAN CATEGORY | (a) | | (b) | (c) | | Equity compensation plans approved by security holders | 17,731 | (1,2) | 32.67 | 20,590(4) | | Equity compensation plans not approved by security holders | 108 | (5) | - | - | | Total | 17,839 | | 32.67(3) | 20,590 |

  72. Securities Authorized for Issuance Under Equity Compensation Plans

    (Amounts in footnotes in thousands)

  73. Securities Authorized for Issuance Under Equity Compensation Plans

    | (1) Amount represents 6,922 shares of common stock subject to outstanding RSUs and PRSUs (assuming target achievement) (collectively, restricted stock units) under the 2024 Equity and Incentive Compensation Plan, 4,933 shares of common stock subject to outstanding restricted stock units under the 2021 Equity and Incentive Compensation Plan, 4,721 shares of common stock subject to outstanding stock options under the 2018 Equity and Incentive Compensation Plan, and 1,155 shares of common stock subject to outstanding stock options under the 2009 Omnibus Incentive Compensation Plan. |

  74. Securities Authorized for Issuance Under Equity Compensation Plans

    | (2) At January 31, 2026 the 5,875 outstanding option rights were valued utilizing a weighted-average expected term of 1.1 years. |

  75. Securities Authorized for Issuance Under Equity Compensation Plans

    | (3) The weighted average does not take into account shares relating to restricted stock units. The weighted average also does not take into account shares relating to stock units held by directors under the Director Deferred Compensation Plan. |

  76. Securities Authorized for Issuance Under Equity Compensation Plans

    | (4) Amount represents 13,706 shares of common stock remaining available for future issuance under the 2024 Equity and Incentive Compensation Plan (all of which may be granted subject to awards other than options, warrants or rights, such as restricted stock) and shares of common stock remaining available for future issuance under the Macy’s, Inc. Employee Stock Purchase Plan as of January 31, 2026. |

  77. Securities Authorized for Issuance Under Equity Compensation Plans

    | (5) Amount represents 108 common stock units to be settled in stock that are held by directors under the Director Deferred Compensation Plan. Additional information about the Director Deferred Compensation Plan is set forth under "Fiscal 2025 Director Compensation Program". |

  78. Securities Authorized for Issuance Under Equity Compensation Plans

    | MACY’S, INC. 2026 PROXY STATEMENT | 55 |

  79. Securities Authorized for Issuance Under Equity Compensation Plans

    Compensation Committee Report The CMD Committee has reviewed and discussed the Compensation Discussion and Analysis with Macy’s, Inc.’s management. Based on such review and discussions, the CMD Committee recommended to the Board that the Compensation Discussion and Analysis be included in Macy’s, Inc. Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and this proxy statement. The foregoing report was submitted by the CMD Committee and shall not be deemed to be “soliciting material” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or to the liabilities of Section 18 of the Securities Exchange Act of 1934. Respectfully submitted, Jill Granoff, Chair Emilie Arel Robert B. Chavez Deirdre P. Connelly Douglas W. Sesler Paul C. Varga

  80. Securities Authorized for Issuance Under Equity Compensation Plans

    | 56 | |

  81. Securities Authorized for Issuance Under Equity Compensation Plans

    The Compensation Discussion and Analysis (CD&A) describes our executive compensation policies and practices and how our Named Executive Officers (NEOs) are compensated.

  82. 2025 Business Highlights

    | ● | The company maintained a healthy balance sheet while investing for long-term profitable growth. Macy’s, Inc. ended the year with $1.2 billion of cash and cash equivalents and generated operating cash flow of $1.4 billion and free cash flow(2) of $0.8 billion. |

  83. 2025 Compensation Program Design Highlights

    | ● | The incentive plans were designed to motivate and engage the organization and leadership with linkages to our strategy, business plan and financial performance. |

  84. 2025 Compensation Program Design Highlights

    | ● | The payout ranges in both the annual and long-term incentive plans were 25% – 200% of target. |

  85. 2025 CEO Pay

    | ● | This realized pay is consistent with above target performance in the 2025 STI plan and below target performance in the 2023 – 2025 PRSU plan. |

  86. 2025 CEO Pay

    Realized equity compensation is calculated based on the value of the PRSUs earned (excluding dividend equivalents) for the 2023 – 2025 plan (awarded to Mr. Spring in 2023) that concluded in fiscal 2025 and the value of multiple RSUs vestings in 2025 based on the price of our common stock on the applicable vesting date. Realized annual incentive compensation is based on the actual STI payout for 2025.

  87. COMPENSATION MIX: FOCUS ON AT RISK PAY AND BALANCE OF SHORT- AND LONG-TERM INCENTIVES

    COMPENSATION MIX: FOCUS ON AT RISK PAY AND BALANCE OF SHORT- AND LONG-TERM INCENTIVES Within our primary pay elements of base salary, performance-based annual incentive and long-term incentives, we emphasize at risk pay over fixed pay with at least 70% of our NEOs’ target direct compensation linked to a variety of metrics, including pre-determined performance objectives (financial and strategic) and/or stock price performance. The program also balances the importance of achieving short-term and long-term objectives.

  88. Executive Compensation Practices

    | | Our executive compensation program is designed to encourage balanced decision making and to avoid excessive risk taking | | | ● Incentive plans use multiple metrics | | 64 | | ● Measure performance against both annual and multi-year periods | | 64 | | ● Set performance goals at levels high enough to encourage strong performance, but within reasonably attainable parameters to discourage excessive risk taking | | 90 | | ● Cap performance-based compensation payouts | | 67 | | | We adhere to executive compensation best practices | | | ● Provide modest perquisites with reasonable business rationale | | 68 | | ● Conduct annual say-on-pay vote | | 38 | | ● Constitute the CMD Committee with only independent directors | | 21 | | ● Include a relative total shareholder return (TSR) metric for PRSUs and limit payouts to target level if absolute TSR is negative over the measurement period | | 67 | | ● Provide for recoupment of cash and equity incentive compensation in certain circumstances | | 71 | | ● Prohibit hedging and pledging transactions by directors and executive officers | | 72 | | ● Utilize a compensation consultant independent of management | | 70 | | ● Provide a reasonable post-employment change-in-control plan | | 84 | | ● Equity awards are subject to “double-trigger” vesting in the event of a change-in-control | | 68 |

  89. Executive Compensation Practices

    | What We Don’t Do | | | ● Do not provide excise tax gross-ups upon a change-in-control | N/A | | ● Do not provide individual employment contracts | N/A | | ● Do not reprice or buyout for cash underwater stock options without shareholder approval | N/A | | ● Do not provide individual change-in-control agreements | 85 |

  90. The Key Elements of Executive Compensation

    | COMPONENT | OBJECTIVE | | Base Salary | Market-competitive pay necessary to attract and retain high-quality talent. Pay reflective of role, responsibilities, individual performance, and experience. | | Short-Term Incentive Awards | Cash awards that vary based on performance; designed to align incentives with business strategy and operating performance over short-term (generally one year or less) financial and strategic targets. | | Long-Term Incentive Awards | Reward long-term performance and align management with our shareholders. | | Benefits | Assist in attracting and retaining our leaders. |

  91. CHAIRMAN AND CEO

    | ● | Target annual incentive of 200% of base salary; and |

  92. CHAIRMAN AND CEO

    | ● | Target annual long-term incentive value of $9,000,000, in a combination of equally weighted PRSUs and RSUs. |

  93. OTHER NEOs

    | • | Target annual incentive of 125% of base salary (prorated for fiscal year 2025); and |

  94. OTHER NEOs

    | • | Target long-term incentive value of $3,100,000, in a combination of equally weighted PRSUs and RSUs. |

  95. OTHER NEOs

    When determining his compensation package the CMD Committee considered market data as well as Mr. Edwards’ extensive experience. In addition, to offset awards Mr. Edwards forfeited from his previous employer, the CMD Committee approved a sign-on bonus of $1,650,000 subject to repayment by Mr. Edwards (100% in year one, 50% in year two) if he voluntarily terminates employment and a sign-on equity award of RSUs valued at $1,100,000 that generally vests 50% on each of the second and third anniversaries of the grant date, subject to continued employment.

  96. OTHER NEOs

    | ● | Mr. Bron, EVP, CEO Bloomingdale’s. Based on an analysis of market data and Mr. Bron’s performance, the CMD Committee approved: |

  97. OTHER NEOs

    | • | Target annual incentive opportunity of 100% of base salary. |

  98. OTHER NEOs

    Separate from the SESP payments, the Company also agreed to provide Mr. Mitchell with a cash payment of $2,700,000 in full and final settlement of Mr. Mitchell’s claims related to long term incentive and any other alleged claims or damages, in order to finalize his separation compensation arrangement with the Company and its subsidiaries. Mr. Mitchell’s total cash payout upon termination was 2.06x his base salary and short-term incentive for his last full year of employment. Mr. Mitchell did not receive any long-term incentive awards in 2025. For more information regarding Mr. Mitchell’s departure and his related compensation, see “Potential Payments upon Termination or Change in Control – Mr. Mitchell’s Departure During 2025” below.

  99. 2025 ANNUAL INCENTIVE PLAN

    2025 ANNUAL INCENTIVE PLAN The NEOs participate in our annual incentive plan under the Senior Executive Incentive Compensation Plan. The annual incentive plan aligns executive compensation with our business strategy and operating performance over short-term (generally one year or less) financial and strategic targets.

  100. 2025 ANNUAL INCENTIVE PLAN

    | MACY’S, INC. 2026 PROXY STATEMENT | 65 |

  101. 2025 ANNUAL INCENTIVE PLAN

    Annual Incentive Opportunity as a Percent of Base Salary. Target annual incentive award opportunities are expressed as a percent of year-end base salary. Actual awards earned are dependent on performance relative to the pre-determined goals, as shown in the chart below (and such alternative or additional factors as the CMD Committee deems appropriate).

  102. 2025 ANNUAL INCENTIVE PLAN

    | | THRESHOLD | TARGET | MAXIMUM | | NAME | (25% OF TARGET) | (AS % OF BASE SALARY) | (200% OF TARGET) | | Spring | 50.00% | 200% | 400% | | Edwards (1) | 31.25% | 125% | 250% | | Kirgan | 25.00% | 100% | 200% | | Preston | 18.75% | 75% | 150% | | Bron | 25.00% | 100% | 200% | | Mitchell (2) | 33.75% | 135% | 270% |

  103. 2025 ANNUAL INCENTIVE PLAN

    | (1) Mr. Edward’s annual incentive award was pro-rated based on the date he joined the Company. |

  104. 2025 ANNUAL INCENTIVE PLAN

    | (2) Mr. Mitchell’s annual incentive award was pro-rated in connection with his departure. |

  105. 2025 ANNUAL INCENTIVE PLAN

    Annual Incentive Performance Measures and Rationale. As shown below, the Committee approved threshold, target and maximum performance levels for each of the performance measures and the payout opportunity for the annual incentive plan.

  106. 2025 ANNUAL INCENTIVE PLAN

    | ● | Key financial metrics measure top and bottom-line performance. |

  107. 2025 ANNUAL INCENTIVE PLAN

    | – | Total revenue is a key indicator of performance across all sales channels, inclusive of comparable sales performance and is aligned with our key business priorities. |

  108. 2025 ANNUAL INCENTIVE PLAN

    | – | Adjusted EBITDA is also a key indicator of performance across all sales channels and reflects our focus on profitable sales and overall productivity, including disciplined inventory management and effective cost management. |

  109. 2025 ANNUAL INCENTIVE PLAN

    | ● | Omni NPS galvanizes our colleagues around the customer and places emphasis on service and experience across all channels and brands. |

  110. 2025 ANNUAL INCENTIVE PLAN

    | ● | Consistent metric weighting is used for Bloomingdale’s CEO but with additional line of sight into brand performance: 71% of financial goals and 100% of Omni NPS goals are allocated to brand results, with the remaining portion focused on Macy’s, Inc. financial results. |

  111. 2025 ANNUAL INCENTIVE PLAN

    Annual Incentive Goal Setting and Performance Results. In determining the annual incentive awards for 2025, the CMD Committee assessed performance against the pre-established targets shown in the table below. The performance target zones were set considering the annual business plan and external guidance – which reflect our business strategy and expectations set for shareholders. The targets reflect a rigorous planning process with appropriate consideration of the Company’s strategy, A Bold New Chapter, which was introduced in February 2024 and our long-term ambitions to return to sustainable profitable growth.

  112. 2025 ANNUAL INCENTIVE PLAN

    | 66 | |

  113. 2025 ANNUAL INCENTIVE PLAN

    Omni NPS results are compared to the prior year and reflect all-time high performance for both brands. Bloomingdale’s financial performance targets, which are not disclosed because they involve competitively sensitive confidential commercial or financial information, were set at levels necessary to deliver our consolidated performance targets and determined to be challenging at the time set. The annual incentive earned was 120.06% and 129.43% for all other NEOs and Mr. Bron, respectively. The payout amounts for each NEO are shown in the 2025 Summary Compensation Table.

  114. 2025 LONG-TERM INCENTIVE PLAN

    2025 LONG-TERM INCENTIVE PLAN Long-Term Incentive Plan Performance Measures and Rationale. The annual core equity awards to NEOs consist of PRSUs and RSUs, equally weighted. As shown below, the Committee approved threshold, target and maximum performance levels for each of the PRSU performance measures and the payout opportunity for the PRSUs awards.

  115. 2025 LONG-TERM INCENTIVE PLAN

    | ● | rTSR, measured from 2025 through 2027 and using the S&P Retail Select Index as the peer group. Focuses on long-term shareholder value and accountability for performance relative to the broader retail sector. |

  116. 2025 LONG-TERM INCENTIVE PLAN

    | ● | Adjusted EBITDA Margin is a 3-year measure. Targets for all years were established at the beginning of the 3-year performance period. This is a key bottom-line financial metric, which reflects our focus on profitable sales and operating efficiency. |

  117. 2025 LONG-TERM INCENTIVE PLAN

    | ● | Cumulative Adjusted Diluted EPS is measured from fiscal 2025 through 2027 and reflects long-term value delivered to shareholders. |

  118. 2025 LONG-TERM INCENTIVE PLAN

    | ● | PRSUs granted in fiscal 2025 vest, if earned, following the end of fiscal 2027 based on achievement of performance targets. |

  119. 2025 LONG-TERM INCENTIVE PLAN

    | ● | The PRSU grant continues to include a negative TSR cap and a maximum value cap applicable to the rTSR metric, as well as requiring above median rTSR performance to earn a target level award. |

  120. 2025 LONG-TERM INCENTIVE PLAN

    | – | If Macy’s, Inc. absolute TSR over the performance period is negative, any payout earned is capped at target. |

  121. 2025 LONG-TERM INCENTIVE PLAN

    | – | Regardless of Macy’s, Inc. performance relative to peers or stock price growth, the maximum payout amount for the rTSR metric is capped at 400% of the target grant date value, attributable to both performance and stock price appreciation. |

  122. 2025 LONG-TERM INCENTIVE PLAN

    | – | To earn a target level award, rTSR performance is required to be at the 55th percentile of the peer group. |

  123. 2025 LONG-TERM INCENTIVE PLAN

    | MACY’S, INC. 2026 PROXY STATEMENT | 67 |

  124. 2025 LONG-TERM INCENTIVE PLAN

    | ● | The RSUs vest ratably over a four-year period beginning on the first anniversary of the grant date. The CMD Committee determines the number of PRSUs and RSUs required to deliver the targeted award value by dividing the target dollar award value by the closing price of Macy’s, Inc. common stock on the grant date. The target number of PRSUs and the number of RSUs granted to each NEO (as applicable) are shown in the 2025 Grants of Plan-Based Awards table. |

  125. Benefits

    Benefits Retirement and Deferred Compensation Plans. The NEOs participate in our broad-based 401(k) retirement investment plan. The NEOs also participate in a non-qualified deferred compensation plan with features similar to those in the 401(k) plan. Prior to 2014, executives were provided with a supplementary executive retirement plan and a cash balance pension plan. These two defined benefit plans were discontinued in 2013, and the NEOs no longer accrue new benefits under the plans. See beginning on page 81 for more information on these plans. Perquisites. We provide limited perquisites and, for our CEO, a car and driver for security reasons and limited personal use of the Company aircraft. See page 76 for more information. Severance and Change-in-Control. We maintain executive severance plans and a change-in-control plan covering our NEOs. Our deferred compensation programs provide accelerated benefits in the event of a change-in-control. All equity awards are subject to “double-trigger” vesting in the event of a change-in-control. See beginning on page 84 for more information.

  126. Independent Compensation Consultant

    Independent Compensation Consultant The CMD Committee has retained Semler Brossy as the CMD Committee’s independent compensation consultant to provide counsel on various compensation related matters including:

  127. Independent Compensation Consultant

    | ● | compensation program design; |

  128. Independent Compensation Consultant

    | ● | peer group identification and competitive market assessment; |

  129. Independent Compensation Consultant

    | ● | market insights and trends in executive compensation; |

  130. Independent Compensation Consultant

    | ● | management’s proposed levels of compensation; and |

  131. Independent Compensation Consultant

    | ● | governance and regulatory trends. |

  132. Independent Compensation Consultant

    Semler Brossy provides no services to the Company other than those provided directly to, or on behalf of, the CMD Committee, and with respect to director compensation, to, or on behalf of, the NCG Committee. The CMD Committee has assessed the independence of Semler Brossy pursuant to the NYSE listing standards and SEC rules and is not aware of any conflict of interest raised by Semler Brossy’s work that would prevent Semler Brossy from providing independent advice to the CMD Committee.

  133. Market Data Serves as One Point of Reference

    Market Data Serves as One Point of Reference Semler Brossy provides the CMD Committee with a competitive assessment for each pay element, target total direct compensation and overall compensation mix in December. The market data is sourced from a combination of peer company public filings, peer company data cuts from published compensation surveys and survey data from a broader sample of retail companies. Market data is one of several factors considered in determining compensation levels and packages for NEOs, and actual positioning of target compensation may be above or below the median based on company revenue size, executive’s experience, unique skill set, scope of responsibilities, supply and demand of critical talent in the market, tenure and other factors.

  134. Compensation Peer Group

    Compensation Peer Group The CMD Committee references comparative compensation data of a peer group of publicly traded retail companies to inform itself of the competitiveness of compensation and program design and believes the data provides directional context for compensation decisions. The CMD Committee recognizes that due to factors unique to Macy’s, including business model and strategies, scope and complexity of jobs, and specific talent needs, as well as executive changes within the peer group and year-over-year changes in survey data, there is an imperfect comparability of NEO positions among companies. Thus, the CMD Committee does not benchmark or target any specific position for compensation components based on peer group data. In August 2024 Semler Brossy completed a peer group review to confirm the appropriateness of the current peers for setting 2025 compensation. The methodology to complete this review included a review of industry, size and business model to ensure the resulting group was generally representative of the Company’s business model, balanced larger and smaller companies and included a sufficient number of companies. Following the review, Semler Brossy recommended no changes to the peer group.

  135. Compensation Peer Group

    | 70 | |

  136. Compensation Peer Group

    The CMD Committee concurred with this recommendation. Therefore, the peer group was unchanged and the 2025 Peer Group Companies are shown below.

  137. Compensation Peer Group

    | Best Buy Co., Inc. | Lowes Companies, Inc. | | Burlington Stores, Inc. | Nordstrom, Inc. | | Dick’s Sporting Goods, Inc. | Ross Stores, Inc. | | Dillard’s Inc. | Target Corporation | | Dollar Tree, Inc. | TJX Companies, Inc. | | Foot Locker, Inc. | Ulta Beauty, Inc. | | Gap Inc. | Williams-Sonoma, Inc. | | Kohl’s Corporation | |

  138. Compensation Peer Group

    The peer group for 2025 consists of 15 companies. Semler Brossy reviewed the peer group and determined Macy’s last twelve month’s revenue and EBITDA were positioned between median and the 75th percentile and market capitalization near the 25th percentile as of June 2025. The peer group prioritizes apparel-focused department stores and companies with a similar business profile to Macy’s, Inc. as well as several retailers with a significant portion of revenue through online sales. In August 2025, Semler Brossy conducted its annual review of our compensation peer group to confirm the appropriateness of the current peers for 2026. Following the review, Semler Brossy recommended and the CMD Committee approved no changes to the peer group.

  139. Anti-Hedging/Anti-Pledging Policy

    Anti-Hedging/Anti-Pledging Policy Directors, executive officers and participants in our long-term incentive plan are prohibited from engaging in transactions designed to hedge against the economic risks associated with an investment in our common stock or pledging our common stock in lending transactions. Set forth below is a summary of Macy’s Anti-Hedging/Anti-Pledging policy. Macy’s considers it inappropriate for any director, executive officer or participant in the Company’s long-term incentive plan to engage in any transaction in which they may profit from short-term speculative swings in the value of Macy’s securities or pledge Macy’s stock in lending transactions. Therefore, as a matter of Company policy, these individuals may not engage in:

  140. Timing of Equity Awards

    Timing of Equity Awards The CMD Committee typically approves annual equity-based awards at its annual March meeting. The March meeting occurs after annual financial results are available — at least three weeks after we release our fiscal year-end earnings. The CMD Committee may approve equity-based grants on other dates for purposes such as newly hired executives, executives promoted into positions eligible for such grants, or to retain executives important to the Company. The Company determines a specific calendar of trading blackout dates each year, and equity-based awards are generally not granted on any of the designated trading blackout dates or at other times when there is undisclosed material nonpublic information. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Equity-based awards consist of time-based restricted stock units and performance-based restricted stock units. The Company has not granted stock options since 2019.

  141. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  142. 2025 Summary Compensation Table

    | | | | | | | | CHANGE IN | | | | | | | | | | | PENSION | | | | | | | | | | | VALUE AND | | | | | | | | | | NON-EQUITY | NONQUALIFIED | | | | | | | | | | INCENTIVE | DEFERRED | | | | | | | | STOCK | OPTION | PLAN | COMPENSATION | ALL OTHER | | | NAME AND | | SALARY | BONUS | AWARDS(1) | AWARDS | COMPENSATION(2) | EARNINGS(3) | COMPENSATION(4) | TOTAL | | PRINCIPAL POSITION | YEAR | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Tony Spring | 2025 | 1,337,500 | - | 9,007,868 | - | 3,241,620 | 311,392 | 205,687 | 14,104,067 | | Chairman and Chief | 2024 | 1,300,000 | - | 12,341,595 | - | 2,611,960 | 104,391 | 94,162 | 16,452,108 | | Executive Officer | 2023 | 975,000 | - | 3,871,353 | - | 666,388 | 100,572 | 49,943 | 5,663,256 | | Thomas J. Edwards | 2025 | 515,152 | 1,650,000 | 4,106,748 | | 744,156 | - | - | 7,016,056 | | Chief Operating Officer | | | | | | | | | | | and Chief Financial Officer | | | | | | | | | | | Danielle L. Kirgan | 2025 | 850,000 | - | 2,051,567 | - | 1,020,510 | - | 36,770 | 3,958,847 | | Chief Human Resources | 2024 | 850,000 | - | 1,766,438 | - | 853,910 | - | 18,320 | 3,488,668 | | and Corporate Affairs | 2023 | 850,000 | - | 1,742,077 | - | 438,515 | - | 17,822 | 3,048,414 | | Officer | | | | | | | | | | | Tracy M. Preston | 2025 | 775,000 | - | 1,451,035 | - | 697,849 | - | 19,388 | 2,943,272 | | Chief Legal Officer | 2024 | 775,000 | - | 1,177,639 | - | 583,924 | - | 128,791 | 2,665,354 | | | 2023 | 49,905 | 840,000 | 629,985 | - | - | - | 10,202 | 1,530,092 | | Olivier Bron | 2025 | 868,750 | 500,000 | 2,201,037 | - | 1,164,870 | - | 21,705 | 4,756,362 | | Chief Executive Officer, | 2024 | 775,000 | - | 1,177,639 | - | 632,574 | - | 4,521 | 2,589,734 | | Bloomingdale's | | | | | | | | | | | Adrian V. Mitchell | 2025 | 374,242 | - | - | - | 641,571 | - | 4,671,099 | 5,686,912 | | Former Chief Operating | 2024 | 950,000 | - | 3,238,496 | - | 1,288,400 | - | 23,127 | 5,500,023 | | Officer and Chief Financial Officer | 2023 | 933,333 | - | 6,193,837 | - | 633,068 | - | 18,197 | 7,778,435 |

  143. 2025 Summary Compensation Table

    | (1) The amounts in this column for fiscal 2025 include the aggregate grant date fair value, calculated in accordance with ASC Topic 718, for PRSUs and RSUs granted in fiscal 2025: |

  144. 2025 Summary Compensation Table

    | ● | The grant date fair values for regular annual PRSUs awarded were determined by using the weighted average grant date price of approximately $11.43 per share for all Named Executives other than Mr. Edwards and $10.00 for Mr. Edwards assuming the “target” number of units is earned. The weighted average grant date price was calculated as follows: (i) $11.45 ($9.04 for Mr. Edwards) per share for the portion of the grant subject to an rTSR metric, by using a Monte Carlo simulation analysis, and (ii) $11.41 ($10.64 for Mr. Edwards) per share for the portion of the grant subject to other metrics, by using the grant date closing price for the common stock. Assuming the “maximum” number of units is earned, the grant date fair value amounts for the regular annual PRSUs would be $9,015,755 for Mr. Spring, $2,913,520 for Mr. Edwards, $1,803,151 for Ms. Kirgan and $1,202,093 for each of Ms. Preston and Mr. Bron. Mr. Bron’s special promotional PRSUs had a grant date fair value of $11.41 per share and assuming the maximum number of units is earned, the grant date fair value amount is $1,999,990. |

  145. 2025 Summary Compensation Table

    | ● | RSUs were awarded at a grant date fair value of $11.41 per share, except that the RSUs granted to Mr. Edwards on June 23, 2025 had a grant date value of $10.64 per share. See 2025 Grants of Plan-Based Awards for number of shares and value of time-based RSU awarded in fiscal 2025. |

  146. 2025 Summary Compensation Table

    | ● | See Note 10 to the Company’s consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 for a description of the assumptions made in the valuation of stock awards under ASC Topic 718. |

  147. 2025 Summary Compensation Table

    | (2) Amounts in this column for 2023 have been reduced by amounts recovered in fiscal 2025 pursuant to the Company’s Compensation Clawback Policy adopted pursuant to Rule 10D-1 in the following amounts: Mr. Spring $114,703, Ms. Kirgan $75,480 and Mr. Mitchell $108,968. See “Recovery of Erroneously Awarded Compensation.” |

  148. 2025 Summary Compensation Table

    | (3) We did not pay above-market interest under our executive deferred compensation plan in 2025. The amounts reflected for fiscal 2025 in this column represent the change in the actuarial present value of accumulated pension benefits under our cash balance pension plan (CAPP) and supplementary executive retirement plan (SERP) in fiscal 2025. No Named Executive accrues additional benefits under the CAPP or SERP because benefits are frozen. The assumptions used in determining the present value of benefits are the same assumptions used for financial reporting purposes. The present value of benefits was determined using a PBO effective discount rate of 5.23% for the CAPP and 5.28% for the SERP. For both the CAPP and SERP, base mortality rates are Pri-2012 White Collar mortality table projected forward to the measurement date using MP-2021. Mortality is projected generationally from the measurement date using scale MP-2021 for both the CAPP and SERP. Scale MP-2021 defines how future mortality improvements are incorporated into the projected mortality table and is based on a blend of Social Security experience and the long-term assumption for mortality improvement rates by the Society of Actuaries’ Retirement Plans Experience Committee. The assumed retirement age used for these calculations was the normal retirement age of 65, as |

  149. 2025 Summary Compensation Table

    | MACY’S, INC. 2026 PROXY STATEMENT | 75 |

  150. 2025 Summary Compensation Table

    | defined by the plans, and each Named Executive was assumed to retire at the normal retirement age. Because pension benefits are frozen, year-over-year changes in pension value are generally driven by changes in valuation assumptions as well as aging toward assumed retirement age. |

  151. 2025 Summary Compensation Table

    | (4) Amounts included in “All Other Compensation” for fiscal 2025 consist of Company benefit plan contributions and the incremental cost to Macy’s of the perquisites made available to the Named Executives, as shown in the table below: |

  152. 2025 Summary Compensation Table

    | | | | DCP | 401(k) | | | | | AIRCRAFT | CAR | MATCHING | MATCHING | | | | | USAGE(a) | PROGRAMS(b) | CONTRIBUTION(c) | CONTRIBUTION | OTHER(d) | TOTAL | | NAME | ($) | ($) | ($) | ($) | ($) | ($) | | Spring | 60,642 | 5,907 | 125,835 | 12,250 | 1,053 | 205,687 | | Edwards | - | - | - | - | - | - | | Kirgan | - | - | 24,520 | 12,250 | - | 36,770 | | Preston | - | - | 7,138 | 12,250 | - | 19,388 | | Bron | - | - | 9,455 | 12,250 | - | 21,705 | | Mitchell | - | - | 12,090 | 12,250 | 4,646,759 | 4,671,099 |

  153. 2025 Summary Compensation Table

    | (a) The CEO is the only Named Executive who is permitted to make personal use of Company aircraft. The amount shown for aircraft usage is calculated based on the cost of fuel and other variable costs associated with the particular personal flights. Spouse and/or other guests may accompany the CEO on some flights, but there are no additional incremental costs associated with their travel on those flights. The CEO is required to reimburse the Company to the extent that the calculated incremental costs associated with his personal usage of Company aircraft in a fiscal year exceed $75,000 in the aggregate. For purposes of calculating the incremental costs associated with personal usage of Company aircraft: |

  154. 2025 Summary Compensation Table

    | ● | Flights were deemed business or personal based on the purpose of the flight. |

  155. 2025 Summary Compensation Table

    | ● | If a trip was deemed personal, ferry flights, if any, were included as personal. |

  156. 2025 Summary Compensation Table

    | ● | If a trip included both business and personal destinations, we included as personal the excess, if any, of the aggregate incremental cost for the trip over the costs of flying to and from the originating airport to the business destination or destinations. |

  157. 2025 Summary Compensation Table

    | (b) The amount shown reflects the costs relating to personal use by the CEO of a dedicated car and driver that the Company makes available to him for safety reasons pursuant to the recommendation of a third-party security study. The incremental cost calculation for personal use of the car and driver includes driver overtime, fuel, tolls, driver public transportation and rental car use, maintenance and other incidental costs incurred in connection with such personal use. |

  158. 2025 Summary Compensation Table

    | (c) The amounts shown reflect Company matching contributions on salary and/or annual incentive awards deferred under the Company’s Deferred Compensation Plan (DCP). Such deferred amounts are matched in the same manner and at comparable rates as under the Company’s 401(k) Plan. |

  159. 2025 Summary Compensation Table

    | (d) The amounts in this column include (i) for Mr. Spring residential security system monitoring ($1,053) and (ii) for Mr. Mitchell cash severance benefit ($1,919,470) equal in value to 24 months base salary plus 12 months of the employer portion of monthly health care premiums under the Senior Executive Severance Plan, three months of outplacement assistance made available ($1,100), cash payment ($2,700,000) to resolve any and all claims to finalize his separation compensation arrangement with the Company and its subsidiaries, and accrued paid time off ($26,189). |

  160. 2025 Summary Compensation Table

    | 76 | |

  161. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  162. 2025 Grants of Plan-Based Awards

    | | | | | | | | | | ALL OTHER | GRANT | | | | | | | | | | | STOCK | DATE FAIR | | | | | | | | ESTIMATED FUTURE PAYOUTS | | | AWARDS; | VALUE | | | | | ESTIMATED POSSIBLE PAYOUTS | | | UNDER EQUITY INCENTIVE | | | NUMBER OF | OF STOCK | | | | | UNDER NON-EQUITY INCENTIVE | | | PLAN | | | SHARES OF | AND | | | | | PLAN AWARDS | | | AWARDS | | | STOCK OR | OPTION | | | | | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | UNITS | AWARDS | | NAME | AWARD TYPE | GRANT DATE | ($) | ($) | ($)(1) | (#) | (#)(2) | (#) | (#) | ($)(3) | | Spring | Annual Incentive | | 675,000 | 2,700,000 | 5,400,000 | | | | | | | | PRSUs | 4/3/2025 | | | | | 394,390 | | | 4,507,878 | | | RSUs | 4/3/2025 | | | | | | | 394,390 | 4,499,990 | | Edwards | Annual Incentive(4) | | 265,625 | 1,062,500 | 2,125,000 | | | | | | | | PRSUs | 6/23/2025 | | | | | 145,676 | | | 1,456,760 | | | RSUs | 6/23/2025 | | | | | | | 145,676 | 1,549,993 | | | RSUs | 6/23/2025 | | | | | | | 103,383 | 1,099,995 | | Kirgan | Annual Incentive | | 212,500 | 850,000 | 1,700,000 | | | | | | | | PRSUs | 4/3/2025 | | | | | 78,878 | | | 901,576 | | | RSUs | 4/3/2025 | | | | | | | 78,878 | 899,998 | | | RSUs | 4/3/2025 | | | | | | | 21,910 | 249,993 | | Preston | Annual Incentive | | 145,313 | 581,250 | 1,162,500 | | | | | | | | PRSUs | 4/3/2025 | | | | | 52,585 | | | 601,047 | | | RSUs | 4/3/2025 | | | | | | | 52,585 | 599,995 | | | RSUs | 4/3/2025 | | | | | | | 21,910 | 249,993 | | Bron | Annual Incentive | | 225,000 | 900,000 | 1,800,000 | | | | | | | | PRSUs | 4/3/2025 | | | | | 52,585 | | | 601,047 | | | PRSUs | 4/3/2025 | | | | | 87,642 | | | 999,995 | | | RSUs | 4/3/2025 | | | | | | | 52,585 | 599,995 | | Mitchell | Annual Incentive(4) | | 320,625 | 1,282,500 | 2,565,000 | | | | | |

  163. 2025 Grants of Plan-Based Awards

    | (1) The Named Executives are eligible for an annual cash incentive award under our incentive program, which award is deemed a “non-equity incentive plan” under SEC rules. Under the annual cash incentive awards, the maximum award a Named Executive may receive for fiscal 2025 is the Incentive Plan’s per-person maximum of $7 million. The CMD Committee may exercise negative discretion to reduce the maximum awards based on the annual incentive award opportunity established for each Named Executive. For a more detailed discussion of the annual cash incentive awards, see the “Annual Incentive Plan” discussion in “Compensation Discussion and Analysis — The Key Elements of Executive Compensation.” |

  164. 2025 Grants of Plan-Based Awards

    | (2) The Named Executives received a grant of PRSUs on April 3, 2025 or on June 23, 2025, as applicable. The PRSUs generally vest at the conclusion of the approximate three-year vesting period ending on January 29, 2028. The number of PRSUs earned may range from 0% to 200% of the Target award opportunity based on performance against three year rTSR and Adjusted Diluted EPS goals and 2025, 2026 and 2027 Adjusted EBITDA Margin goals. PRSUs that are earned will be paid out as shares of Macy’s common stock. Dividends, if any, paid on the Company’s common stock will be credited to the Named Executives’ PRSU accounts as additional restricted stock units and will be paid out as shares of Macy’s common stock at the end of the vesting period to the extent the underlying PRSUs to which the dividends relate are earned. See the “Long-Term Incentive Plan” discussion in “Compensation Discussion and Analysis.” Mr. Bron’s special PRSUs vest at the conclusion of the approximate three-year vesting period ending on January 29, 2028. The number of PRSUs earned by Mr. Bron may range from 0% - 200% of the Target award opportunity based on performance against Bloomingdale’s 2025, 2026 and 2027 year-over-year sales growth and three-year cumulative adjusted EBITDA goals. Dividends can be earned as previously described. See “2025 Compensation Actions – Mr. Bron”.. |

  165. 2025 Grants of Plan-Based Awards

    | (3) Annual PRSUs granted on April 3, 2025 and June 23, 2025 were valued by using a weighted grant date prices for our common stock of approximately $11.43 and $10.00, respectively, per share, assuming the “target” number of units is earned. The weighted average grant date price is calculated as follows: (i) $11.45 and $9.04, respectively, per share, for the portion of the grant subject to a rTSR metric, by using a Monte Carlo simulation analysis, and (ii) $11.41 and $10.64, respectively, per share, for the portion of the grant subject to the Adjusted EBITDA Margin and Adjusted Diluted EPS metrics. RSUs (and Mr. Bron’s special PRSU award) granted on April 3, 2025 and on June 23, 2025 were valued using the grant date closing price for the common stock of $11.41 and $10.64, respectively, per share. |

  166. 2025 Grants of Plan-Based Awards

    | (4) Mr. Edwards and Mr. Mitchell received prorated Annual Incentives. |

  167. 2025 Grants of Plan-Based Awards

    Equity awards were granted under 1) the Amended and Restated 2009 Omnibus Incentive Compensation Plan (2009 Omnibus Plan) prior to May 18, 2018, 2) the 2018 Equity and Incentive Compensation Plan (2018 Equity Plan) from May 18, 2018 until May 20, 2021, 3) the 2021 Equity and Incentive Compensation Plan (2021 Equity Plan) from May 21, 2021 until May 16, 2024 and 4) the 2024 Equity and Incentive Compensation Plan (2024 Equity Plan) from May 17, 2024. All of these plans have been approved by Macy’s shareholders. Restricted Stock Units. RSUs represent the right to receive a payment upon or after vesting equal to the market value per share of Macy’s common stock as of the grant date, the vesting date or such other date as determined by the CMD Committee on the date the RSUs are granted.

  168. 2025 Grants of Plan-Based Awards

    | MACY’S, INC. 2026 PROXY STATEMENT | 77 |

  169. 2025 Grants of Plan-Based Awards

    RSU grants can be either time-based or performance-based and will generally be forfeited if the Named Executive’s employment ends prior to the vesting date. RSUs may have different vesting schedules based on the purpose of the award, including, for example, a four-year ratable vest schedule for annual awards, and generally do not earn dividends or dividend equivalents. RSUs immediately vest in the event of death or disability, continue to vest on retirement if the grantee meets certain age and years of service requirements or on involuntary termination if the grantee participates in the SESP, and immediately vest if the grantee’s employment is terminated without “cause” or by the grantee for “good reason” (as defined) within a specified period of time following a change in control (“double trigger” vesting). PRSUs are subject to forfeiture if performance criteria applicable to the units are not satisfied. Depending upon satisfaction of the performance criteria, units may vest within a range of percentages of the target award at the end the performance period and generally earn dividend equivalents if the units vest. PRSUs are forfeited to the extent performance criteria are not satisfied. PRSUs are generally forfeited if the grantee ceases to be employed prior to the performance vesting date. PRSUs vest on a pro rata basis in the event of death or disability, on retirement if the grantee meets certain age and years of service requirements, or on involuntary termination if the grantee participates in the SESP. Upon a change in control, PRSUs convert to RSUs and are subject to “double-trigger” vesting. See General Terms of the Performance-Based RSU Grants.

  170. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth certain information regarding the options and units held by each of the Named Executives as of January 31, 2026. The dollar amount shown for units is calculated by multiplying the number of units by the closing price of Macy’s common stock ($20.02) on the last trading day of fiscal 2025.

  171. Outstanding Equity Awards

    | MACY’S, INC. 2026 PROXY STATEMENT | 79 |

  172. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End

  173. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | | | | | | | | | | EQUITY | | | | | | | | | | | INCENTIVE | | | | | | | | | | EQUITY | PLAN | | | | | | | | | | INCENTIVE | AWARDS: | | | | | | | | | | PLAN | MARKET OR | | | | | | | | | | AWARDS: | PAYOUT | | | | | | | | | | NUMBER OF | VALUE OF | | | | | | | | NUMBER | MARKET | UNEARNED | UNEARNED | | | | | | | | OF | VALUE OF | SHARES, | SHARES, | | | | | | | | SHARES | SHARES | UNITS OR | UNITS OR | | | | NUMBER OF | NUMBER OF | | | OR UNITS | OR UNITS | OTHER | OTHER | | | | SECURITIES | SECURITIES | | | OF STOCK | OF STOCK | RIGHTS | RIGHTS | | | | UNDERLYING | UNDERLYING | OPTION | | THAT | THAT | THAT | THAT | | | | UNEXERCISED | UNEXERCISED | EXERCISE | OPTION | HAVE NOT | HAVE NOT | HAVE NOT | HAVE NOT | | | | OPTIONS (#) | OPTIONS (#) | PRICE | EXPIRATION | VESTED | VESTED | VESTED | VESTED | | NAME | GRANT DATE | EXERCISABLE | UNEXERCISABLE | ($) | DATE | (#)(1) | ($) | (#) | ($) | | Spring | 3/23/2016 | 38,961 | - | 43.42 | 3/23/2026 | | | | | | | 3/24/2017 | 73,282 | - | 28.17 | 3/24/2027 | | | | | | | 3/23/2018 | 43,272 | - | 27.21 | 3/23/2028 | | | | | | | 3/21/2019 | 55,058 | - | 24.03 | 3/21/2029 | | | | | | | 3/24/2022 | | | | | 8,539 | 170,951 | | | | | 3/31/2023 | | | | | 57,176 | 1,144,664 | | | | | 3/28/2024 | | | | | 159,455 | 3,192,289 | | | | | 3/28/2024 | | | | | 50,025 | 1,001,501 | | | | | 3/28/2024 | | | | | | | 212,606(2) | 4,256,372 | | | 3/28/2024 | | | | | | | 150,075(3) | 3,004,502 | | | 4/3/2025 | | | | | 394,390 | 7,895,688 | | | | | 4/3/2025 | | | | | | | 394,390(4) | 7,895,688 | | Edwards | 6/23/2025 | | | | | 103,383 | 2,069,728 | | | | | 6/23/2025 | | | | | 145,676 | 2,916,434 | | | | | 6/23/2025 | | | | | | | 145,676(5) | 2,916,434 | | Kirgan | 11/13/2017 | 139,664 | - | 19.33 | 11/13/2027 | | | | | | | 4/6/2018 | 63,914 | - | 29.80 | 4/6/2028 | | | | | | | 3/21/2019 | 93,385 | - | 24.03 | 3/21/2029 | | | | | | | 3/24/2022 | | | | | 8,539 | 170,951 | | | | | 3/31/2023 | | | | | 25,729 | 515,095 | | | | | 3/28/2024 | | | | | 33,767 | 676,015 | | | | | 3/28/2024 | | | | | | | 45,022(2) | 901,340 | | | 4/3/2025 | | | | | 78,878 | 1,579,138 | | | | | 4/3/2025 | | | | | 21,910 | 438,638 | | | | | 4/3/2025 | | | | | | | 78,878(4) | 1,579,138 | | Preston | 2/29/2024 | | | | | 36,123 | 723,182 | | | | | 3/28/2024 | | | | | 22,512 | 450,690 | | | | | 3/28/2024 | | | | | | | 30,015(2) | 600,900 | | | 4/3/2025 | | | | | 52,585 | 1,052,752 | | | | | 4/3/2025 | | | | | 21,910 | 438,638 | | | | | 4/3/2025 | | | | | | | 52,585(4) | 1,052,752 | | Bron | 11/1/2023 | | | | | 18,657 | 373,513 | | | | | 11/1/2023 | | | | | 6,219 | 124,504 | | | | | 3/28/2024 | | | | | 22,512 | 450,690 | | | | | 3/28/2024 | | | | | | | 30,015(2) | 600,900 | | | 4/3/2025 | | | | | 52,585 | 1,052,752 | | | | | 4/3/2025 | | | | | | | 52,585(4) | 1,052,752 | | | 4/3/2025 | | | | | | | 87,642(6) | 1,754,593 | | Mitchell | 3/24/2022 | | | | | 8,539 | 170,951 | | | | | 3/31/2023 | | | | | 47,170 | 944,343 | | | | | 3/28/2024 | | | | | 41,270 | 826,225 | | | | | 3/28/2024 | | | | | | | 82,541(2) | 1,652,471 |

  174. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (1) RSUs vest/vested as follows: |

  175. 2025 Outstanding Equity Awards at Fiscal Year-End

    | Grant Date | Vesting Schedule | | 3/24/2022 | 25% each on 3/24/23, 3/24/24, 3/24/25 and 3/24/26 | | 3/31/2023 | 25% each on 3/31/24, 3/31/25, 3/31/26 and 3/31/27 | | 11/1/2023 | 50% each on 11/1/2025 and 11/1/2026 | | 11/1/2023 (second row for Mr. Bron) | 25% each on 11/1/2024, 11/1/2025, 11/1/2026 and 11/1/2027 | | 2/29/2024 | 50% each on 2/28/2026 and 2/28/2027 | | 3/28/2024 | 25% each on 3/28/25, 3/28/26, 3/28/27 and 3/28/28 | | 3/28/2024 (second row for Mr. Spring) | 100% on the fifth anniversary of the grant date | | 4/3/2025 | 25% each on 4/3/2026, 4/3/ 2027, 4/3/2028 and 4/3/2029 | | 4/3/2025 (second row for Ms. Kirgan and Ms. Preston) | 100% on the third anniversary of the grant date | | 6/23/2025 | 50% each on 6/23/2027 and 6/23/2028 | | 6/23/2025 (second row for Mr. Edwards) | 25% each on 6/23/2026, 6/23/2027, 6/23/2028 and 6/23/2029 |

  176. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (2) Target number of PRSUs granted March 28, 2024 that vests following conclusion of the three-year (fiscal 2024 – 2026) performance/vesting period, subject to satisfaction of performance criteria. |

  177. 2025 Outstanding Equity Awards at Fiscal Year-End

    | 80 | |

  178. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (3) Mr. Spring’s special PRSU award granted March 28, 2024 vests following the conclusion of a five-year performance period (fiscal 2024 – 2028), subject to satisfaction of performance criteria. |

  179. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (4) Target number of PRSUs granted April 3, 2025 vests following the conclusion of the three-year (fiscal 2025 – 2027) performance/vesting period, subject to satisfaction of performance criteria. |

  180. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (5) Target number of PRSUs granted June 23, 2025 vests following conclusion of the three-year (fiscal 2025 – 2027) performance/vesting period, subject to satisfaction of performance criteria. |

  181. 2025 Outstanding Equity Awards at Fiscal Year-End

    | (6) Mr. Bron’s special PRSU award granted April 3, 2025 vests following conclusion of a three-year performance period (fiscal 2025 – 2027), subject to satisfaction of performance criteria. |

  182. 2025 Outstanding Equity Awards at Fiscal Year-End

    The following table sets forth certain information regarding the value realized by each of the Named Executives during fiscal 2025 upon the exercise of stock options and the vesting of restricted stock units.

  183. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested

  184. 2025 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES | VALUE REALIZED | NUMBER OF SHARES | VALUE REALIZED | | | ACQUIRED ON EXERCISE | ON EXERCISE | ACQUIRED ON VESTING(1) | ON VESTING(2) | | NAME | (#) | ($) | (#) | ($) | | Spring | - | - | 194,503 | 3,026,314 | | Edwards | - | - | - | - | | Kirgan | - | - | 87,775 | 1,376,653 | | Preston | - | - | 7,503 | 96,113 | | Bron | - | - | 39,279 | 705,417 | | Mitchell | - | - | 310,993 | 4,384,332 |

  185. 2025 Option Exercises and Stock Vested

    | (1) The number of shares includes RSUs that vested on the dates indicated below and PRSUs that were earned as of the end of the March 31, 2023 – January 31, 2026 performance period as follows. |

  186. 2025 Option Exercises and Stock Vested

    | NAME | RSUs(#) | DATE RSUs VESTED | PRSUs# | | Spring | 8,539 | 3/24/2025 | | | | 12,173 | 3/25/2025 | | | | 53,151 | 3/28/2025 | | | | 28,588 | 3/31/2025 | | | | | | 92,052 | | Edwards | | | | | Kirgan | 8,539 | 3/24/2025 | | | | 13,695 | 3/25/2025 | | | | 11,255 | 3/28/2025 | | | | 12,864 | 3/31/2025 | | | | | | 41,422 | | Preston | 7,503 | 3/28/2025 | | | Bron | 7,503 | 3/28/2025 | | | | 18,656 | 11/1/2025 | | | | 3,109 | 11/1/2025 | | | | | | 10,011 | | Mitchell | 8,539 | 3/24/2025 | | | | 10,766 | 3/25/2025 | | | | 20,635 | 3/28/2025 | | | | 23,585 | 3/31/2025 | | | | 171,526 | 3/31/2025 | | | | | | 75,942 |

  187. 2025 Option Exercises and Stock Vested

    | (2) The values of the stock awards are calculated based on the closing stock price on the date the restrictions lapse for RSUs and on the date the CMD Committee certified the performance results for PRSUs (March 26, 2026), not as of the date the awards were granted. The Named Executives received dividend equivalents accrued on the earned PRSUs during the performance period as follows: Mr. Spring 11,932 shares, Ms. Kirgan 5,367 shares, Mr. Bron 1,024 shares and Mr. Mitchell 9,844 shares. The value of the dividends earned is not reflected in the calculations above. |

  188. 2025 Pension Benefits

    2025 Pension Benefits

  189. 2025 Pension Benefits

    | | | NUMBER OF YEARS | PRESENT VALUE OF | PAYMENTS DURING | | | | OF CREDITED SERVICE(1) | ACCUMULATED BENEFIT | LAST FISCAL YEAR | | NAME | PLAN NAME | (#) | ($) | ($) | | Spring | CAPP | 27 | 508,668 | - | | | SERP | 27 | 4,401,633 | - | | Edwards | CAPP | - | - | - | | | SERP | - | - | - | | Kirgan | CAPP | - | - | - | | | SERP | - | - | - | | Preston | CAPP | - | - | - | | | SERP | - | - | - | | Bron | CAPP | - | - | - | | | SERP | - | - | - | | Mitchell | CAPP | - | - | - | | | SERP | - | - | - |

  190. 2025 Pension Benefits

    | (1) The SERP uses a maximum of 30 years of service for calculating SERP benefits (25 years for the May Supplementary Retirement component of the SERP). The number of years of credited service shown for the CAPP is as of December 31, 2013, the date participants ceased accruing additional service credits. Actual years of service for Mr. Spring is 38 years. |

  191. 2025 Pension Benefits

    CAPP. As of January 1, 2026, approximately 10,950 active employees, including certain Named Executives, participated in the CAPP. Under the CAPP, a participant retiring at a normal retirement age is eligible to receive the amount credited to his or her pension account or monthly benefit payments determined actuarially based on the amount credited to his or her pension account. Amounts credited to a participant’s account consist of:

  192. 2025 Pension Benefits

    | ● | an opening cash balance for participants in the plan at December 31, 1996, equal to the lump sum present value, using stated actuarial assumptions, of the participant’s accrued normal retirement benefit earned at December 31, 1996, under the applicable predecessor pension plan; |

  193. 2025 Pension Benefits

    | 82 | |

  194. 2025 Pension Benefits

    | ● | pay credits (credited annually, a percentage of eligible compensation generally based on length of service); and |

  195. 2025 Pension Benefits

    | ● | interest credits (credited quarterly, based on the 30-Year Treasury Bond rate for the November prior to each calendar year, with a guaranteed minimum rate of 5.0% annually). |

  196. 2025 Pension Benefits

    In addition, if a participant had attained age 55 and completed 10 or more years of vesting service by December 31, 2001, the pension benefit payable in an annuity form, other than a single life annuity, will not be less than that which would have been payable from the predecessor pension plan under which such participant was covered on December 31, 1996 had that predecessor plan continued. Approximately 3,544 of these active employees participate in the May Retirement Plan component of the CAPP. These participants have their accrued benefit determined under a “career average” pension formula. SERP. All benefits under the SERP are payable out of our general corporate assets. The SERP provides retirement benefits to eligible executives based on all eligible compensation, including compensation in excess of Internal Revenue Code maximums, as well as on amounts deferred under our Executive Deferred Compensation Plan, in each case employing a formula based on the participant’s years of vesting service and final average compensation, taking into consideration the participant’s balance in the CAPP, Prior Plan Credits and Social Security benefits. As of January 1, 2026, approximately 30 executives were eligible to receive benefits under the SERP. Approximately two of these executives participate in the May Retirement Plan component of the CAPP and have their supplementary retirement benefit determined under a different formula that uses different offsets. We have reserved the right to suspend or terminate supplemental payments as to any category of employee or former employee, or to modify or terminate any other element of the Retirement Program, in accordance with applicable law.

  197. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans Through fiscal 2013, we provided the opportunity for executives to defer compensation through the Executive Deferred Compensation Plan (EDCP). Under the EDCP, eligible executives could elect to defer a portion of their compensation each year as either stock credits or cash credits. Stock credit accounts reflect common stock equivalents and dividend equivalents. Common stock equivalents are the number of full shares of Macy’s common stock for each calendar quarter that could be purchased based on the dollars deferred. Dividend equivalents are determined by multiplying the dividends payable on a share of common stock during such calendar quarter by the number of stock equivalents in the participant’s stock credit account at the beginning of each quarter, less the number of shares distributable or withdrawn during such quarter. Total value of the stock credits is determined at the end of each quarter based on the closing price of our common stock as of the last day of the quarter. Cash credit accounts reflect dollars deferred plus interest equivalents determined by applying to 100% of such participant’s cash credits at the beginning of each quarter, less amounts distributable or withdrawn during such quarter, an interest rate equal to one quarter of the interest rate payable on U.S. five-year Treasury Notes as of the last day of each quarter. Deferred compensation distributions generally begin in the fiscal year following the fiscal year in which termination of employment occurs. On January 1, 2014 we introduced the Macy’s, Inc. Deferred Compensation Plan (DCP), a non-qualified deferred compensation plan with features similar to the 401(k) Plan. The DCP replaced the EDCP. Amounts that participants deferred under the EDCP continue to earn dividend and/or interest equivalents, but participants may no longer defer compensation under that plan. Eligible participants in the DCP may defer compensation earned in excess of IRS compensation limits and select from among several reference investment funds where deferred compensation may be invested. We will match deferrals at a rate similar to the 401(k) Plan. Accounts will be credited with earnings (losses) based on the performance of the applicable reference investment funds selected by the participants.

  198. Nonqualified Deferred Compensation Plans

    | MACY’S, INC. 2026 PROXY STATEMENT | 83 |

  199. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  200. 2025 Nonqualified Deferred Compensation

    | | | EXECUTIVE | REGISTRANT | AGGREGATE | AGGREGATE | AGGREGATE | | | | CONTRIBUTIONS | CONTRIBUTIONS | EARNINGS | WITHDRAWALS/ | BALANCE | | | | IN LAST FY(1) | IN LAST FY(2) | IN LAST FY(3) | DISTRIBUTIONS | AT LAST FYE(4) | | NAME | PLAN NAME | ($) | ($) | ($) | ($) | ($) | | Spring | EDCP | - | - | 10,887 | - | 851,891 | | | DCP | 210,218 | 125,835 | 539,200 | - | 3,894,820 | | Edwards | EDCP | - | - | - | - | - | | | DCP | - | - | - | - | - | | Kirgan | EDCP | - | - | - | - | - | | | DCP | 29,750 | 24,520 | 142,986 | - | 2,017,879 | | Preston | EDCP | - | - | - | - | - | | | DCP | - | 7,138 | - | - | 7,138 | | Bron | EDCP | - | - | - | - | - | | | DCP | - | 9,455 | - | - | 9,455 | | Mitchell | EDCP | - | - | - | - | - | | | DCP | - | 12,090 | 1,106 | - | 41,333 |

  201. 2025 Nonqualified Deferred Compensation

    | (1) The amounts in this column associated with the DCP are reported as compensation for fiscal 2025 in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns of the 2025 Summary Compensation Table. |

  202. 2025 Nonqualified Deferred Compensation

    | (2) The amounts in this column associated with the DCP represent Company matching contributions and are included in the 2025 Summary Compensation Table under the “All Other Compensation” column for fiscal 2025. These amounts will be credited to the participants’ accounts in fiscal 2026. |

  203. 2025 Nonqualified Deferred Compensation

    | (3) The amounts in this column represent deemed investment earnings or losses from voluntary deferrals and Company contributions, as applicable. These amounts are not included in the 2025 Summary Compensation Table because the plans do not provide for above-market or preferential earnings. |

  204. 2025 Nonqualified Deferred Compensation

    | (4) A portion of the compensation deferred by Mr. Spring under the EDCP is deferred as stock credits and a portion is deferred as cash credits. The portion of the aggregate balance that is attributable to his contributions under the EDCP was deferred in years prior to those reported in the 2025 Summary Compensation Table. |

  205. 2025 Nonqualified Deferred Compensation

    The aggregate balance reflected in this column attributable to the DCP for each of the Named Executives with the exception of amounts reflected in the “Executive Contributions in Last FY” and “Registrant Contributions in Last FY” columns, if any, have been reported in the Company’s Summary Compensation Table for prior years.

  206. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  207. CEO Pay Ratio

    CEO Pay Ratio Our CEO had annual total compensation for fiscal 2025 of $14,104,067. The median annual total compensation of all our employees other than our CEO for fiscal 2025 was $38,296. Based on this information, we estimate that the ratio of our CEO’s annual total compensation to that of our median employee for fiscal 2025 was 368 to 1. We calculated annual total compensation of the median employee and our CEO in the same manner as for our Named Executives in the 2025 Summary Compensation Table. As permitted by SEC rules, we used the same median employee identified in 2023 in our pay ratio calculation this year because there has been no change in our employee population or employee compensation arrangements that we believe would result in a significant change to our pay ratio disclosure. We identified the median employee using 2023 Form W-2 compensation (or gross wage amount for employees with no Form W-2) for individuals employed by us on February 3, 2024, the last day of our 2023 fiscal year, whether employed on a full-time, part-time, seasonal or temporary basis. We annualized the compensation of full-time and part-time employees employed for less than the full fiscal year based on the amount of Form W-2 compensation (or gross wages if no W-2) annualized proportionally based on days active, but did not make full-time equivalent adjustments. In identifying the median employee, we excluded all employees located outside the United States (each, a “non-U.S. employee”) under the de minimis exemption of the pay ratio rules which permits exclusion if a company’s non-U.S. employees account for 5% or less of total employees. The jurisdictions and approximate number of employees excluded were Hong Kong (121), India (36), Italy (10) and Taiwan (44). As of February 3, 2024, we had 85,792 employees, comprised of 85,581 U.S. employees and 211 non-U.S. employees.

  208. CEO Pay Ratio

    | 90 | |

  209. CEO Pay Ratio

    Of our 85,581 U.S. employees included in our pay ratio analysis, 26,968, or 31.5%, were part-time or seasonal employees, and were included in the group used to identify the median employee. Like other large retailers, a sizable portion of our workforce is employed on a part-time or seasonal basis. SEC rules allow companies to use various methodologies, estimates and assumptions in identifying the median employee and calculating annual total compensation. As a result, our pay ratio may not be comparable to the CEO pay ratios reported by other companies.

  210. Pay Versus Performance

    Pay Versus Performance As required by SEC rules, we are providing the following information about the relationship between executive “compensation actually paid” (calculated in accordance with such rules) and certain performance of the Company. The following table sets forth information regarding compensation for our Principal Executive Officer (PEO) and average compensation for our other NEOs (the Non-PEO Named Executive Officers) versus our Company performance for the past five years.

  211. Pay Versus Performance

    | | | | AVERAGE | AVERAGE | VALUE OF INITIAL FIXED $100 | | | | | | | | SUMMARY | COMPENSATION | INVESTMENT BASED ON: | | | | | | | | COMPENSATION | ACTUALLY | | PEER | | | | | | | TABLE TOTAL | PAID TO | | GROUP | | | | | SUMMARY | COMPENSATION | FOR NON-PEO | NON-PEO | TOTAL | TOTAL | NET | ADJUSTED | | | COMPENSATION | ACTUALLY | NAMED | NAMED | SHARE- | SHARE- | INCOME | EBITDA (4) | | | TABLE TOTAL | PAID TO PEO | EXECUTIVE | EXECUTIVE | HOLDER | HOLDER | ($ IS IN | ($ IS IN | | YEAR | FOR PEO | (1) | OFFICERS (2) | OFFICERS(2) | RETURN | RETURN (3) | MILLIONS) | MILLIONS) | | 2025 | 14,104,067 | 20,520,165 | 4,872,290 | 6,811,096 | 156.83 | 220.77 | 642 | 1,842 | | 2024 | 16,452,108 | 12,081,365 | 3,560,945 | 2,521,885 | 116.33 | 203.27 | 582 | 1,977 | | 2023(5) | 11,563,739 | 5,299,241 | 4,005,741 | 2,684,364 | 133.73 | 175.69 | 45 | 2,236 | | 2022 | 11,055,991 | 6,582,240 | 2,906,394 | 1,397,507 | 158.85 | 168.26 | 1,146 | 2,607 | | 2021 | 12,290,931 | 34,457,910 | 3,480,607 | 7,504,335 | 169.84 | 188.51 | 1,419 | 3,305 |

  212. Pay Versus Performance

    | (1) Mr. Spring (2024-2025 PEO) and Mr. Gennette (2021-2023 PEO) were the only executive officers included as a PEO for each fiscal year covered in the table. |

  213. Pay Versus Performance

    Amounts deducted from the Summary Compensation Table Total for PEO to calculate Compensation Actually Paid to PEO for 2025 include $311,392 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $9,007,868 for value of stock awards and $0 for value of option awards. Amounts added to (or subtracted from) Summary Compensation Table Compensation Total for PEO to calculate Compensation Actually Paid to PEO include $15,492,503 for year-end fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($283,645) for change in fair value (from prior year-end to year-end) for RSU, PRSU and option awards granted in prior years that were outstanding and unvested at end of year, $305,878 for change in fair value (from prior year-end to vesting date) of RSU, PRSU and option awards that vested during the year, $0 for fair value of PRSU awards that failed to meet vesting conditions in the year and $220,623 for dividend equivalents.

  214. Pay Versus Performance

    | (2) The Named Executive Officers included in the calculation of Average Summary Compensation Table Total for Non-PEO Named Executive Officers were for 2025 – Messrs. Bron, Edwards and Mitchell and Mses. Kirgan and Preston. |

  215. Pay Versus Performance

    Amounts (as averages) deducted from the Summary Compensation Table Total for Non-PEO Named Executive Officers to calculate Compensation Actually Paid to Non-PEO Named Executive Officers for 2025 include $0 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $1,962,077 for value of stock awards and $0 for value of option awards. Amounts added to (or subtracted from) Average Summary Compensation Table Compensation Total for Non-PEO Named Executive Officers to calculate Average Compensation Actually Paid to Non-PEO Named Executive Officers for 2025 include $3,490,372 for year-end fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, $337,188 for change in fair value (from prior year-end to year-end) for RSU, PRSU and option awards granted in prior years that were outstanding and unvested at end of year, $13,286 for change in fair value (from prior year-end to vesting date) of RSU, PRSU and option awards that vested during the year, $0 for fair value of PRSU awards that failed to meet vesting conditions in the year and $60,037 for dividend equivalents. Fair value at the relevant times of PRSU awards subject to achievement of performance conditions is based on the Company’s estimate of the probable outcome of units being earned. Assumptions used to estimate fair value of stock and option awards are the same as those disclosed as of the date of grant of the award.

  216. Pay Versus Performance

    | (3) The peer group is the S&P Retail Select Industry Index. |

  217. Pay Versus Performance

    | (4) We chose Adjusted EBITDA as our Company selected measure for evaluating Pay versus Performance because it is a key metric in our Annual Incentive Plan and Long-term Incentive Plan. See “Non-GAAP Metrics” in “Compensation Discussion and Analysis” for definition of Adjusted EBITDA. |

  218. Pay Versus Performance

    | (5) The amounts for the PEO and impacted NEOs for 2023 reflect repayment of erroneously awarded compensation under the Company’s Compensation Clawback Policy as a result of revisions to correct an error to previously issued financial statements. See “Recovery of Erroneously Awarded Compensation.” |

  219. Pay Versus Performance

    | MACY’S, INC. 2026 PROXY STATEMENT | 91 |

  220. Pay Versus Performance

    The following charts present the relationship of CAP to TSR, Net Income and Adjusted EBITDA, as well as the relationship between our TSR and the TSR of the S&P Retail Select Industry Index.

  221. Pay Versus Performance

    | | | | | |

  222. Is a majority vote required to elect a director nominee?

    Is a majority vote required to elect a director nominee? Any incumbent nominee for director who receives a greater number of votes cast “against” than votes cast “for” will continue to serve on the Board as a holdover director pursuant to Delaware law, but, pursuant to our director resignation policy, is expected to tender his or her resignation as a director to the Board promptly following the certification of the election results. The NCG Committee will consider the resignation and recommend to the Board whether to accept or reject it. The Board will act on the tendered resignation, taking into account the NCG Committee’s recommendation, within 90 days following the certification of the election results. The Board will disclose its decision whether to accept or reject each tendered resignation (and the reasons for rejecting the tendered resignation, if applicable) promptly in a press release. Any director who tenders his or her resignation under this policy will not participate in the NCG Committee’s recommendation or the Board’s consideration regarding whether to accept the tendered resignation.