DEF 14A of Macy's, Inc., Apr 15, 2024

DEF 14A of Macy's, Inc.

Filed Apr 15, 2024 · FY20230001558370-24-005094

Open on EDGAR

  1. Macy’s Nominees for Director

    Macy’s Nominees for Director The following tables provide summary information (as of April 10, 2024) 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 (46) | ● Senior Leadership ● Retail ● Technology | ● Marketing/Brand Management ● Risk Management | 2022 | Former President and CEO, Casper Sleep Inc. | ✓ | 0 | | | | | | | Torrence N. Boone (54) | ● Senior Leadership ● Retail ● Technology | ● Marketing/Brand Management ● Investment Banking | 2019 | Vice President, Global Client Partnerships, Google, Inc. | ✓ | 0 | | | | | | | Ashley Buchanan (50) | ● Senior Leadership ● Finance/Accounting ● Retail | ● Marketing/Brand Management ● Supply Chain ● Technology | 2021 | CEO, The Michaels Companies, Inc. | ✓ | 0 | | | | | | | Marie Chandoha (62) | ● Senior Leadership ● Finance/Accounting ● Investment Banking | ● Risk Management ● Technology | 2022 | Former President and CEO, Charles Schwab Investment Management, Inc. | ✓ | 1 | | | | | | | Naveen K. Chopra (50) | ● Senior Leadership ● Finance/Accounting | ● Marketing/Brand Management ● M&A/Strategy | 2023 | Executive Vice President and CFO, Paramount Global | ✓ | 0 | | | | | | | Richard Clark (65) | ● Senior Leadership ● Real Estate | ● M&A/Strategy ● Capital Markets | 2024 | Co-Founder, Managing Partner, WatermanCLARK | ✓ | 0 | | | | | | | Deirdre P. Connelly (63) | ● Senior Leadership ● Human Resources | ● Marketing/Brand Management | 2008 | Former President, North American Pharmaceuticals, GlaxoSmithKline | ✓ | 2 | | | | | | | Jill Granoff (62) | ● Senior Leadership ● Retail | ● Brand Management ● Asset Management | 2022 | Senior Advisor, Eurazeo Brands | ✓ | 0 | | | | | | | William H. Lenehan (47) | ● Senior Leadership ● Finance/Accounting | ● Investment Banking & Real Estate ● Risk Management | 2016 | President and CEO, Four Corners Property Trust, Inc. | ✓ | 1 | | | | | | | Sara Levinson (73) | ● Senior Leadership ● Technology | ● Marketing/Brand Management | 1997 | Former Director, Katapult | ✓ | 1 | | | | | | | Richard L. Markee (70) | ● Senior Leadership ● Retail | ● Marketing/Brand Management | 2024 | Former Executive Chairman, Vitamin Shoppe, Inc. | ✓ | 1 | | | | | | | Douglas W. Sesler (62) | ● Senior Leadership ● Finance/Accounting ● Retail | ● Real Estate ● M&A/Strategy | 2024 | Founder and President, Fair Street Partners | ✓ | 1 | | | | | | | Tony Spring (59) | ● Senior Leadership ● Retail ● Risk Management | ● Marketing/Brand Management | 2023 | Chairman and Chief Executive Officer, Macy’s, Inc. | | 0 | | | | | | | Paul C. Varga (60) | ● Senior Leadership ● Finance/Accounting ● Retail | ● Marketing/Brand Management ● Risk Management | 2012 | Former Chairman and CEO, Brown-Forman Corporation | ✓ | 1 | | | | | | | Tracey Zhen (47) | ● Senior Leadership ● Finance/Accounting | ● Investment Banking ● Technology | 2021 | Former President, Zipcar, a subsidiary of Avis Budget Group, Inc. | ✓ | 0 | | | | |

  3. Macy’s Nominees for Director

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

  4. Macy’s Nominees for Director

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  5. Macy’s Nominees for Director

    Our director nominees provide an effective mix of experience and perspectives, as well as gender, age and racial/ethnic diversity.

  6. Macy’s Nominees for Director

    | MACY’S, INC. 2024 PROXY STATEMENT | 7 |

  7. 2023 Compensation Program Design

    | ● | The incentive plans were designed to motivate and engage the organization and leadership with linkage between strategy, business plan and incentives. |

  8. Annual Incentive Plan

    Annual Incentive Plan The annual incentive plan design reflected a focus on key 2023 business priorities.

  9. Annual Incentive Plan

    | ● | Metrics were weighted 80% on the financial goals of Adjusted EBITDA and total revenue (weighted 40% each) and 20% on a Culture Index. |

  10. Long-term Incentive Plan

    Long-term Incentive Plan We continued to use performance-based restricted stock units (PRSUs) and time-based restricted stock units (RSUs) in the long-term incentive plan with a mix of 50% each for all NEOs. The 2023 PRSU awards had two equally weighted metrics: 2023 – 2025 relative total shareholder return (rTSR) and 2023 Adjusted EBITDA margin.

  11. Long-term Incentive Plan

    | ● | Given the uncertainty in the macro environment and the volatility of the retail industry, the CMD Committee made the decision to use 2023 Adjusted EBITDA margin in the PRSU plan. Following the one-year performance period, there is an additional two-year vesting period to align with our historic vesting practices and help ensure retention. This approach enabled us to set meaningful performance targets that maintained the rigor of the PRSU program during a year in which the Company completed a transition of the Chief Executive Officer role and incentivized the leadership team’s focus on profitable sales growth, inventory management, cost discipline and strengthening the balance sheet. As a part of its annual review of the compensation program, the CMD Committee resolved to revert to using a 3-year performance period for all metrics in the 2024 PRSU plan. |

  12. Long-term Incentive Plan

    | ● | The rTSR metric continues to be based on a three-year performance period and uses the S&P Retail Select Industry Index as the benchmark group. |

  13. Long-term Incentive Plan

    The payout ranges in both the annual and long-term incentive plans were 25% to 200% of target, consistent with 2022.

  14. Long-term Incentive Plan

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  15. Community

    Community

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    | ● | During 2023, we continued to drive impact through relationships that reflect our goals and values and deepened relationships with existing partners aligned with Mission Every One and CEO Action for Racial Equity |

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    | ● | Raised and directed over $33 million to nonprofit partners and colleagues volunteered 66,000 hours to support our communities |

  18. Community

    | ● | Maintained our $1 million commitment to organizations advancing social justice and racial equity |

  19. Community

    | ● | Committed $750,000 to various education and research foundations of The Divine Nine sororities to support youth scholarships, leadership and development programs in celebration of the apparel collection at Macy’s |

  20. Community

    | ● | Furthered commitment to Future of Style Fund – providing funding to nonprofits to support the creation of scholarships, programming (design/styling) and to support real-life sustainability projects |

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    | ITEM 1 | | Election of Directors | | The Board recommends that you vote “FOR” the election of each of the following director nominees, and your proxy will be so voted unless you specify otherwise: | | •Emilie Arel | | •Torrence N. Boone | | •Ashley Buchanan | | •Marie Chandoha •Naveen K. Chopra •Richard Clark •Deirdre P. Connelly •Jill Granoff •William H. Lenehan •Sara Levinson •Richard L. Markee •Douglas W. Sesler •Tony Spring | | •Paul C. Varga •Tracey Zhen |

  23. Community

    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 2025 or until his or her successor is duly elected and qualified. Francis S. Blake, who has served as a director since November 2015, retired from the Board effective April 10, 2024. Jeff Gennette, who has served as a director since 2016, served as Chief Executive Officer of Macy’s from March 2017 until February 2024, and previously served as Non-Executive Chairman of the Board, retired from the Board effective April 10, 2024. We thank Mr. Blake and Mr. Gennette for their many years of service to Macy’s and our shareholders. We also recently appointed three new directors to our Board: Richard Clark, Richard L. Markee and Douglas W. Sesler. Mr. Clark and Mr. Markee were identified as potential directors by our shareholder Arkhouse Management Co. LP and certain of its affiliates (together, Arkhouse) and were appointed to the Board in accordance with our previously disclosed agreement with Arkhouse. The Board has fixed the size of the Board at 15 Directors. Information regarding Macy’s director nominees is set forth below. Ages are as of April 10, 2024. The criteria considered and process undertaken by the NCG Committee in recommending qualified director candidates is described under “Further Information Concerning the Board of Directors — 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.

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    Nominees for Election as Directors:

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    | | | | Emilie Arel Former President and Chief Executive Officer of Casper Sleep Inc. Independent Age: 46 Director Since: 2022 Race/Ethnicity: White Committees: ● CMD ● NCG Previous Public Directorships During Last Five Years: Casper Sleep Inc. | Professional Background ● Chief Executive Officer, Casper Sleep Inc. (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 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. |

  27. Community

    | MACY’S, INC. 2024 PROXY STATEMENT | 13 |

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    | | | | Torrence N. Boone Vice President, Global Client Partnerships, Google, Inc. Independent Age: 54 Director Since: 2019 Race/Ethnicity: Black Committees: ● Audit ● NCG | Professional Background ● Vice President, Global Client Partnerships, Google, Inc. (2010 to current) ● 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, Inc. 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 has been recognized as an advocate for ethnic diversity and inclusion in education and business and 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. |

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    | | | | Ashley Buchanan Chief Executive Officer of The Michaels Companies, Inc. Independent Age: 50 Director Since: 2021 Race/Ethnicity: White Committees: ● Audit ● NCG Previous Public Directorships During Last Five Years: TreeHouse Foods, Inc. The Michaels Companies, Inc. | Professional Background ● Chief Executive Officer, The Michaels Companies, Inc. (2020 to current) ● Executive Vice President and Chief Merchandising Officer, U.S. eCommerce, Walmart, Inc. (2019 to 2020) ● Executive Vice President and Chief Merchandising Officer, Sam’s Club (2017 to 2019) ● Senior Vice President, Walmart, Dry Grocery (2016 to 2017), Senior Vice President, Snacks and Beverages (2014 to 2016), Vice President, Walmart Innovations (2007 to 2014) ● Finance Manager, Dell, Inc. (2004 to 2007) ● Manager, Retail Practice at Accenture LLP (1999 to 2004) Relevant Skills and Experience ● Leadership Experience – Mr. Buchanan’s leadership experience as a Chief Executive Officer and senior executive of large publicly traded companies with global operations greatly contributes to our Board. Notably, since his appointment as The Michaels Companies, Inc.’s CEO in 2020, the company has experienced record growth, financial and operational performance. Mr. Buchanan also had a distinctive and successful career at Walmart, serving in various roles of increased leadership and responsibility that culminated in the role of Chief Merchandising and Chief Operating Officer for Walmart U.S. eCommerce. ● Industry Knowledge and Experience – Mr. Buchanan brings significant knowledge of the retail industry given his extensive background in merchandising and general management of large retail organizations. ● Technology Experience – Mr. Buchanan is also recognized for his expertise in successfully leading traditional, established retail corporations through complex digital transformations, first at Walmart and currently at The Michaels Companies, Inc. |

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    | MACY’S, INC. 2024 PROXY STATEMENT | 15 |

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    | | | | Marie Chandoha Former President and Chief Executive Officer, Charles Schwab Investment Management, Inc. Independent Age: 62 Director Since: 2022 Race/Ethnicity: White Committees: ● Audit (Chair) ● Finance Other Current Public Directorships: 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. ● ESG Experience – Ms. Chandoha has built a reputation for developing diverse, high performing 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 has served on the board of trustees of the Nature Conservancy of California for the last 12 years, becoming Chairwoman in 2023. |

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    | | | | Naveen K. Chopra Executive Vice President and Chief Financial Officer of Paramount Global Independent Age: 50 Director Since: 2023 Race/Ethnicity: Asian Indian Committees: ● Audit ● Finance Previous Public Directorships During Last Five Years: Vonage Holdings Corp. (acquired by Telefonaktiebolaget LM Ericsson) | Professional Background ● Executive Vice President and Chief Financial Officer, Paramount Global (2020 to current) ● Vice President and Chief Financial Officer, Devices and Services Worldwide, Amazon.com, Inc. (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 Business 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. 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, and 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 oversees 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. |

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    | MACY’S, INC. 2024 PROXY STATEMENT | 17 |

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    | | | | Richard Clark Co-Founder and Managing Partner, WatermanCLARK Independent Age: 65 Director Since: 2024 Race/Ethnicity: White Committee: ● Finance | Professional Background ● Co-Founder and Managing Partner of WatermanCLARK (2020 to Present) ● Chairman and Chief Executive Officer of Brookfield Property Group, Brookfield Property Partners (NASDAQ: BPYPP) and Brookfield Office Properties (2013 to 2021) ● President and Chief Executive Officer, Brookfield Office Properties (2002 to 2012) ● Senior leadership positions, Brookfield Corp. and its predecessors (1984 to 2002) ● Chairman, Alliance for Downtown New York and the Downtown-Lower Manhattan Association (2017 to Present) ● Executive Committee, Real Estate Board of New York (2014 to 2023) ● Board of Directors, Real Estate Roundtable (2015 to 2021) Relevant Skills and Experience ● Leadership Experience – Mr. Clark brings over three decades of leadership experience to the Board, serving as Co-Founder and Managing Partner of WatermanCLARK, as well as having served in various senior leadership roles, including Chairman and Chief Executive Officer of Brookfield Property Group, Brookfield Property Partners and Brookfield Office Properties. During his time at Brookfield, he spearheaded the repositioning of the company into a global business with multiple strategic acquisitions. ● Real Estate Experience – Mr. Clark has a proven track record in the real estate industry, particularly as the Co-Founder and Managing Partner of WatermanCLARK, a real estate investment partnership. Additionally, as Chairman and Chief Executive Officer of Brookfield Property Group, he was responsible for growing assets under management from $5 billion to more than $200 billion and expanding its capabilities beyond the office sector into the multifamily, industrial, hotel and retail sectors. He has also served on several real estate executive committees, including as Chairman of the Alliance for Downtown New York and the Downtown-Lower Manhattan Association, on the Executive Committee of the Real Estate Board of New York and the Board of Directors of the Real Estate Roundtable. ● Finance Experience – Mr. Clark has capital markets and mergers and acquisitions experience. Under his leadership, Brookfield made a series of major strategic acquisitions, including the recapitalization of General Growth Properties, the U.S.’s second largest mall company, the acquisition of the Trizec and a number of international transactions, which accelerated the Company’s global expansion. |

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    | | | | Deirdre P. Connelly Former President, North American Pharmaceuticals of GlaxoSmithKline Independent Age: 63 Director Since: 2008 Race/Ethnicity: Hispanic/Latino Committees: ● CMD ● NCG (Chair) Other Current Public Directorships: Lincoln National Corporation Genmab A/S | Professional Background ● President, North American Pharmaceuticals of GlaxoSmithKline, (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’ 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 ESG Experience – As a former Human Resources executive, Ms. Connelly has valuable insight in compensation/benefits oversight and managing a large-scale, diverse workforce along with experience in identifying, assessing and managing risk exposure at public companies. |

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    | MACY’S, INC. 2024 PROXY STATEMENT | 19 |

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    | | | | Jill Granoff Senior Advisor, Eurazeo Brands Independent Age: 62 Director Since: 2022 Race/Ethnicity: White Committees: ● CMD (Chair) ● Finance Previous Public Directorships During Last Five Years: Unibail-Rodamco-Westfield SE | Professional Background ● Senior Advisor, Eurazeo Brands (2024 to current); 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 (2005 to 2006) and Co-Leader and Chief Operating Officer, Victoria’s Secret Beauty (2004 to 2005) ● Various senior leadership positions, The Estée Lauder Companies Inc., including Senior Vice President, Strategic Planning, Finance and IT (1990 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 Chief Executive Officer and as Managing Partner of Eurazeo. Ms. Granoff is a two-time public company Chief Executive Officer, including of Vince Holding Corp., where she led the company’s IPO, and Kenneth Cole Productions. Ms. Granoff is a long-standing member of Fortune’s Most Powerful Women and has received numerous awards for her visionary leadership. She has extensive experience on audit, compensation, nominating and governance, and strategic planning committees, having served on the boards of Unibail-Rodamco-Westfield, Demandware, Cosmetic Executive Women, and the Fashion Institute of Technology. ● 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 more than 2,000 investment opportunities in beauty, fashion, food and beverage and home. |

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    | | | | William H. Lenehan President and Chief Executive Officer of Four Corners Property Trust, Inc. Independent Age: 47 Director Since: 2016 Race/Ethnicity: White Committees: ● Audit ● Finance Other Current Public Directorships: Four Corners Property Trust, Inc. | Professional Background: ● President and Chief Executive Officer, Four Corners Property Trust, Inc. (2015 to current) ● Special Advisor to the Board of Directors of EVOQ Properties, Inc. (2012 to 2014) ● Interim Chief Executive Officer of MI Developments, Inc. (now known as Granite Real Estate Investment Trust) (2011) ● Investment Professional, Farallon Capital Management LLC (2001 to 2011) Relevant Skills and Experience: ● Leadership Experience – Mr. Lenehan brings valuable experience as a two-time public company Chief Executive Officer and six-time public company board member, with specific expertise in strategy, finance, M&A and corporate governance through his many years of service on board committees. He currently serves as President and Chief Executive Officer of Four Corners Property Trust, overseeing a portfolio of over 1,000 commercial properties across the U.S. ● Real Estate Experience – Mr. Lenehan has extensive real estate investment expertise, both with public companies and private assets. In his role at Four Corners Property Trust, Mr. Lenehan has overseen the company’s acquisition of more than 700 buildings and the management of its portfolio that encompasses retail, restaurants, auto-service, medical retail and more, and includes outparcels to malls and shopping centers. Mr. Lenehan’s approximately 25 years in the real estate industry also includes a decade of experience specific to companies with an Operating Company / Property Company structure and experience in monetizing real estate held by operating companies. ● Finance Experience – Mr. Lenehan brings considerable experience in finance as an asset manager, including serving as a real estate investment professional for the first decade of his career. During his tenure at Farallon Capital Management LLC, Mr. Lenehan was involved with numerous public and private equity investments in the real estate sector and helped execute the approximately $8 billion take-private transaction of one of the largest public mall companies, The Mills, by Simon Property Group. |

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    | MACY’S, INC. 2024 PROXY STATEMENT | 21 |

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    | | | | Sara Levinson Retired Director of Katapult Independent Age: 73 Director Since: 1997 Race/Ethnicity: White Committees: ● CMD ● NCG Other Current Public Directorships: Harley Davidson, Inc. | Professional Background ● Co-Founder and a Director, Katapult, formerly known as Kandu (2013 to 2023) ● Non-Executive Chairman, ClubMom, Inc. (2002 to 2008) ● Chairman and Chief Executive Officer, ClubMom, Inc. (2000 to 2002) ● President, Women’s Group of publisher Rodale, Inc. (2002 to 2005) ● President, NFL Properties, Inc. (1994 to 2000) ● Co-President and Executive Vice President, MTV: Music Television (division of Viacom) (1990 to 1994) ● Executive Vice President, MTV Networks (Division of Viacom) (1986 to 1990) Relevant Skills and Experience ● Leadership Experience – Ms. Levinson possesses over three decades of leadership experience, serving as a senior executive at major consumer-oriented companies in the entertainment, media, sports and technology industries. She co-founded Katapult, a digital entertainment company, and has worked with iconic brands including the NFL, MTV and Showtime to produce innovative strategies that resonate with diverse audiences. At the NFL, Ms. Levinson oversaw a $3 billion licensing consumer products and e-commerce division, corporate sponsorship, marketing, special events, club services, and publishing. Ms. Levinson also brings experience serving as a director on public company boards and expertise in strategy, governance and executive compensation through her service on board committees. ● Industry Knowledge and Experience – Ms. Levinson brings deep expertise in social networking, e-commerce and technology innovation through her more than ten years as Co-founder and Director of Katapult and her tenure as Chairman and Chief Executive Officer of ClubMom, Inc. (later named Café Media), an online social networking community for mothers. ● Sales and Marketing and Technology Experience – Ms. Levinson has extensive knowledge and expertise in marketing, merchandising and trademark licensing. As Co-President of MTV Networks, Ms. Levinson led the company’s global expansion, bringing the network to almost every continent and into publishing, merchandising, and licensing. Ms. Levinson also built the NFL’s first marketing and research departments and is credited with expanding the league’s fan development and marketing, targeting women and children for the first time in League history. |

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    | | | | Richard L. Markee Former Chief Executive Officer, Vitamin Shoppe, Inc. and Director of Five Below, Inc. Independent Age: 70 Director Since: 2024 Race/Ethnicity: White Committee: ● Finance Other Current Public Directorships: Five Below, Inc. | Professional Background ● Non-Executive Chairman, Vitamin Shoppe, Inc. (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 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. |

  47. Community

    | MACY’S, INC. 2024 PROXY STATEMENT | 23 |

  48. Community

    | | | | Douglas W. Sesler Founder and President, Fair Street Partners Independent Age: 62 Director Since: 2024 Race/Ethnicity: White Other Current Public Directorships: Urban Edge Properties Previous Public Directorships During Last Five Years: Gazit Globe Ltd., now G City | Professional Background: ● Founder and President, Fair Street Partners (2021 to Current) ● Head of Real Estate, Macy’s, Inc. (2016 to 2021) ● President, True Square Capital LLC (2011 to 2016) ● Co-Head, Global Real Estate Investment Banking and Global Head of Real Estate Principal Investments, Bank of America Merrill Lynch (2005 to 2011) ● Managing Director, Global Real Estate Investment Bank Group, Citigroup (1994 to 2005) Relevant Skills and Experience: ● Leadership Experience – Mr. Sesler brings over 35 years of leadership experience, having served in senior roles at Macy’s, Inc., True Square Capital LLC and Bank of America Merrill Lynch and Citigroup, leading domestic and global real estate and investment teams. As founder of Fair Street Partners, a private real estate investment and development platform, Mr. Sesler has actively invested in real estate developments, including conversion of retail real estate into alternative uses, and acted as financial advisor in the restructuring of real estate investments. ● Real Estate Experience – Mr. Sesler’s real estate industry expertise spans real estate advisory, investing, finance and restructuring. Prior to founding Fair Street Partners, Mr. Sesler was responsible for Macy’s, Inc.’s real estate portfolio totaling over 100 million square feet, including overseeing the overall strategy to enhance real estate value and the completion of over 160 transactions to monetize and develop over $2 billion of real estate. During his time at Bank of America Merrill Lynch, he managed an $8 billion portfolio of opportunistic real estate for the firm's balance sheet and for third party fund investors. Mr. Sesler has also served as a member of the Real Estate Roundtable, Urban Land Institute, the National Association of Real Estate Investment Trusts, and ICSC. ● Finance Experience – Mr. Sesler led Macy’s, Inc.’s financial restructuring during the COVID-19 pandemic, raising $4.5 billion to recapitalize the Company. Mr. Sesler has been responsible for hundreds of M&A transactions, initial public offerings and capital raising efforts throughout his career, including the sale of Archstone, the $18 billion multifamily platform owned by the Lehman Brothers Estate and the $40 billion sale of Equity Office Properties to Blackstone, numerous acquisitions on behalf of New Plan Realty and Brookfield Properties and IPO's for DLF (India's largest real estate company), Digital Realty and Douglas Emmett. |

  49. Community

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  50. Community

    | | | | Tony Spring Chairman and Chief Executive Officer, Macy’s, Inc. Age: 59 Director Since: 2023 Race/Ethnicity: White | Professional Background ● Chairman and Chief Executive Officer, Macy’s, Inc. (2024 to current) ● 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 and Chair-Elect 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 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. |

  51. Community

    | MACY’S, INC. 2024 PROXY STATEMENT | 25 |

  52. Community

    | | | | Paul C. Varga Former Chairman and Chief Executive Officer of Brown-Forman Corporation Lead Independent Director Age: 60 Director Since: 2012 Race/Ethnicity: White Committees: ● CMD ● Finance (Chair) Other Current Public Directorships: Churchill Downs Incorporated Previous Public Directorships During Last Five Years: Brown-Forman Corporation | Professional Background: ● Chairman and Chief Executive Officer, Brown-Forman Corporation (2007 to retirement in 2019) ● 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 diverse skillset. Upon his retirement at 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. ● ESG Experience – During his time as CEO, Mr. Varga was a champion of corporate responsibility and diversity and inclusion initiatives at Brown-Forman. He oversaw the launch of the company’s seven Employee Resource Groups and spearheaded programs intended to enhance employee engagement and employee safety. |

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  54. Community

    | | | | Tracey Zhen Former President, Zipcar, a subsidiary of Avis Budget Group, Inc. Independent Age: 47 Director Since: 2021 Race/Ethnicity: Asian Committees: ● Audit ● NCG | Professional Background: ● President, Zipcar (2017 to 2022) ● Various senior positions at TripAdvisor, Inc., including Vice President and General Manager, Housetrip and Vice President, Vacation Rental Supply and Vice President and General Manager, FlipKey (2012 to 2016) ● Various senior positions at Expedia, Inc., including General Manager, Emerging Markets, Head of Strategy, EMEA, and Finance Director, Expedia UK (2006 to 2011) ● Various senior roles at IAC, Inc. including Director, FP&A and Associate Director, Strategic Planning (2000 – 2006) ● Analyst, Investment Banking, Bears Stearns & Co., Inc. (1998 to 2000) Relevant Skills and Experience ● Leadership Experience – Ms. Zhen brings over 25 years of experience in consumer technology across the mobility, travel, and media industries. She has a track record of building and scaling leading global consumer brands at Zipcar, TripAdvisor and Expedia. Under Ms. Zhen’s leadership, Zipcar was named one of the Top 100 Women-Led Businesses in Massachusetts by The Boston Globe and The Women’s Edge. Ms. Zhen also serves on the Board of Trustees (Executive Committee member) of the Mass Technology Leadership Council. ● Technology Experience – Ms. Zhen has a track record of fueling innovation and strategically applying technology to deliver growth and transformation. In her role as President of Zipcar, she oversaw all facets of the business with a focus on platform innovation and leveraging technology to expand Zipcar’s position as a category leader within the fast-growing mobility sector. ● Sales and Marketing Experience – Ms. Zhen brings unique expertise in product innovation, technology platform development, strategy, and consumer marketing and finance. She also has a proven track record of leading international business growth and solidifying strategic partnerships, all of which bring tremendous value to the Board. |

  55. Community

    | MACY’S, INC. 2024 PROXY STATEMENT | 27 |

  56. Compensation Risk Assessment

    | ● | Appropriate pay philosophy, peer group and market positioning to support business objectives |

  57. Compensation Risk Assessment

    | – | Cash and equity mix |

  58. Compensation Risk Assessment

    | – | Use of multiple performance metrics in the incentive plans |

  59. Fiscal 2023 Director Compensation Program

    Fiscal 2023 Director Compensation Program Non-Employee Directors were entitled to receive the following compensation in fiscal 2023:

  60. Fiscal 2023 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 value of $160,000 | | Matching Philanthropic Gift | Up to $500 annually |

  61. Fiscal 2023 Director Compensation Program

    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. On the date of the 2023 annual meeting, Non-Employee Directors elected at the annual meeting received a grant of time-based restricted stock units (RSUs) with a 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. 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 up to a total of $500 of gifts made by the Non-Employee Director to qualifying charities in any calendar year. 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.

  62. Director Compensation Program Review

    Director Compensation Program Review In December 2023, the NCG Committee engaged Semler Brossy 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 2022 – 2023 National Association of Corporate Directors (NACD) Director Compensation survey as a secondary reference. Semler Brossy’s review indicated that the structure of our Non-Employee Director compensation program is well aligned with peer and general industry practice and therefore, they did not propose changes to the Non-Employee Director pay program. Semler Brossy found that Macy’s current average total Non-Employee Director pay is positioned below the peer median, the mix of pay (42% cash and 58% equity) is consistent with peers and other program elements (committee pay and lead independent director retainer) are competitively positioned within the range of peer median.

  63. Director Compensation Program Review

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  64. Fiscal 2023 Non-Employee Director Compensation Table

    Fiscal 2023 Non-Employee Director Compensation Table The following table reflects the compensation for each Non-Employee Director for fiscal 2023. Mr. Gennette and Mr. Spring did not receive separate compensation for service as a Director.

  65. 2023 Director Compensation

    2023 Director Compensation

  66. 2023 Director Compensation

    | | FEES EARNED | | | | | | OR PAID IN | STOCK | ALL OTHER | | | | CASH(1) | AWARDS(2) | COMPENSATION(3) | TOTAL | | NAME | ($) | ($) | ($) | ($) | | Emilie Arel | 110,000 | 159,998 | 838 | 270,836 | | Francis S. Blake (4) | 125,000 | 159,998 | 2,355 | 287,353 | | Torrence N. Boone | 110,000 | 159,998 | 1,112 | 271,110 | | John A. Bryant (5) | 32,500 | 0 | 2,129 | 34,629 | | Ashley Buchanan | 110,000 | 159,998 | 304 | 270,302 | | Marie Chandoha | 124,999 | 159,998 | 6,284 | 291,281 | | Naveen K. Chopra (6) | 100,833 | 159,998 | 0 | 260,831 | | Deirdre P. Connelly | 125,000 | 159,998 | 4,612 | 289,610 | | Jill Granoff | 121,250 | 159,998 | 1,646 | 282,894 | | Leslie D. Hale (5) | 31,250 | 0 | 437 | 31,687 | | William H. Lenehan | 110,000 | 159,998 | 1,029 | 271,027 | | Sara Levinson | 110,000 | 159,998 | 3,682 | 273,680 | | Paul C. Varga | 140,000 | 159,998 | 1,355 | 301,353 | | Tracey Zhen | 110,000 | 159,998 | 693 | 270,691 |

  67. 2023 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 fees as stock units and the number of stock units credited were: Mr. Lenehan — 7,028 units. |

  68. 2023 Director Compensation

    | MACY’S, INC. 2024 PROXY STATEMENT | 47 |

  69. 2023 Director Compensation

    | (2) The Non-Employee Directors elected at the 2023 annual shareholders meeting received 10,818 RSUs on May 19, 2023, valued at $14.79 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 2023: |

  70. 2023 Director Compensation

    | | DEFERRED | RESTRICTED | | | STOCK | STOCK | | | UNIT CREDITS | UNITS | | NAME | (#) | (#) | | Arel | 4,445 | 10,818 | | Blake | 75,784 | 10,818 | | Boone | 44,092 | 10,818 | | Bryant | 8,414 | 0 | | Buchanan | 12,545 | 10,818 | | Chandoha | 9,400 | 10,818 | | Chopra | 0 | 10,818 | | Connelly | 102,411 | 10,818 | | Granoff | 9,400 | 10,818 | | Hale | 0 | 0 | | Lenehan | 118,125 | 10,818 | | Levinson | 141,842 | 10,818 | | Varga | 89,009 | 10,818 | | Zhen | 12,545 | 10,818 |

  71. 2023 Director Compensation

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

  72. 2023 Director Compensation

    | | MERCHANDISE | | | | DISCOUNT | TOTAL | | NAME | ($) | ($) | | Arel | 838 | 838 | | Blake | 2,355 | 2,355 | | Boone | 1,112 | 1,112 | | Bryant | 2,129 | 2,129 | | Buchanan | 304 | 304 | | Chandoha | 6,284 | 6,284 | | Chopra | 0 | 0 | | Connelly | 4,612 | 4,612 | | Granoff | 1,646 | 1,646 | | Hale | 437 | 437 | | Lenehan | 1,029 | 1,029 | | Levinson | 3,682 | 3,682 | | Varga | 1,355 | 1,355 | | Zhen | 693 | 693 |

  73. 2023 Director Compensation

    | (4) Mr. Blake ceased serving on the Board on April 10, 2024. |

  74. 2023 Director Compensation

    | (5) Mr. Bryant and Ms. Hale ceased serving on the Board following our annual meeting of shareholders on May 19, 2023. |

  75. 2023 Director Compensation

    | (6) Mr. Chopra joined the Board effective April 1, 2023. |

  76. WHY WE BELIEVE YOU SHOULD VOTE FOR THIS PROPOSAL

    WHY WE BELIEVE YOU SHOULD VOTE FOR THIS PROPOSAL The 2024 Plan authorizes 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 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 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.

  77. 2024 PLAN HIGHLIGHTS

    | Reasonable 2024 Plan Limits | Subject to the 2024 Plan’s adjustment provisions and share counting rules (as described below), awards under the 2024 Plan are limited to 26,080,000 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 the effective date of the 2024 Plan, 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 the effective date. | | Fungible Share Counting | Subject to the 2024 Plan’s share counting rules, the aggregate number of shares of Common Stock available under the 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 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 2024 Plan. | | Other Limits | The 2024 Plan also provides that: ● subject to adjustment as provided in the 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 26,080,000 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. |

  78. 2024 PLAN HIGHLIGHTS

    | Limited Share Recycling Provisions | Subject to certain exceptions described in the 2024 Plan, if any award granted under the 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 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 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 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 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 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 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 2024 Plan. | | No Repricing Without Shareholder Approval | Outside of certain corporate transactions or adjustment events described in the 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 2024 Plan includes a non-liberal definition of “change in control,” which is described below. | | Exercise or Base Price Limitation | The 2024 Plan also provides that, except with respect to certain converted, assumed or substituted awards as described in the 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 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 2024 Plan (subject to adjustment under the terms of the 2024 Plan). Further, the CMD Committee, in is sole discretion, may provide for continued vesting or accelerated vesting for any award under the 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 2024 Plan at any time following the grant of an award. |

  79. SUMMARY OF OTHER MATERIAL TERMS OF THE 2024 PLAN

    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 2024 Plan to a subcommittee. Any interpretation, construction and determination by the Committee of any provision of the 2024 Plan, or of any agreement, notification or document evidencing the grant of awards under the 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 2024 Plan, authorize one or more officers of the Company to authorize the granting or sale of awards under the 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 2024 Plan subject to the express limitations contained in the 2024 Plan. Eligibility. Any person who is selected by the Committee to receive benefits under the 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 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 2024 Plan. As of February 3, 2024, the Company and its subsidiaries had approximately 85,581 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 2024 Plan to such persons. The basis for participation in the 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 2024 Plan. Pursuant to the 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 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 2024 Plan. A brief description of the types of awards which may be granted under the 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 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 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

  80. SUMMARY OF OTHER MATERIAL TERMS OF THE 2024 PLAN

    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 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 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 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 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

  81. SUMMARY OF OTHER MATERIAL TERMS OF THE 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 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 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 2024 Plan (including ratios or other relationships between one or more, or a combination, of the following examples of management objectives):

  82. SUMMARY OF OTHER MATERIAL TERMS OF THE 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 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 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 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 2024 Plan; (2) if applicable, the number of and kind of shares of Common Stock covered by Other Awards granted pursuant to the 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 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 under the 2024 Plan and the share limits of the 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.

  83. SUMMARY OF OTHER MATERIAL TERMS OF THE 2024 PLAN

    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 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; Detrimental Activity and Recapture. Awards granted under the 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 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 2024 Plan, each 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 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 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 2024 Plan (including sub-plans) (to be considered part of the 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 2024 Plan as then in effect unless the 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 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 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 2024 Plan exceed the minimum amount

  84. SUMMARY OF OTHER MATERIAL TERMS OF THE 2024 PLAN

    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 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 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 2024 Plan. The 2024 Plan will become effective on the date it is approved by the Company’s shareholders. No grants will be made under the Predecessor Plans on or after the date on which our shareholders approve the 2024 Plan, provided that outstanding awards granted under the Predecessor Plans will continue unaffected following such date. Amendment and Termination of the 2024 Plan. The Board generally may amend the 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 2024 Plan) (1) would materially increase the benefits accruing to participants under the 2024 Plan, (2) would materially increase the number of shares which may be issued under the 2024 Plan, (3) would materially modify the requirements for participation in the 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 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 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 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 2024 Plan. The Board may, in its discretion, terminate the 2024 Plan at any time. Termination of the 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 2024 Plan on or after the tenth anniversary of the effective date of the 2024 Plan, but all grants made prior to such date will continue in effect thereafter subject to their terms and the terms of the 2024 Plan. Allowances for Conversion Awards and Assumed Plans. Shares of Common Stock issued or transferred under awards granted under the 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 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 2024 Plan, under circumstances further described in the 2024 Plan, but will not count against the aggregate share limit or other 2024 Plan limits described above.

  85. 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:

  86. Tax Consequences to Participants

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

  87. 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 |

  88. 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. |

  89. 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

  90. Tax Consequences to Participants

    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 shares are transferred to the participant under the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding period for such shares will also commence on such date.

  91. Our Named Executive Officers

    Our Named Executive Officers

  92. Our Named Executive Officers

    | Jeff Gennette Age: 62 Former Non-Executive Chairman and Chief Executive Officer from March 2017 through February 3, 2024 | Years with Macy’s: 40 |

  93. Our Named Executive Officers

    | MACY’S, INC. 2024 PROXY STATEMENT | 77 |

  94. Our Named Executive Officers

    | Tony Spring Age: 59 Chairman and Chief Executive Officer since 2024 | Years with Macy’s: 36 See Mr. Spring’s biography on page 25 of this proxy statement | | Adrian V. Mitchell Age: 50 Chief Operating Officer since 2023 and Chief Financial Officer since 2020 | Years with Macy’s: 3 PRIOR CAREER HIGHLIGHTS Boston Consulting Group Managing Director and Partner, Digital BCG and Consumer Practices Arhaus LLC Chief Executive Officer Crate and Barrel Chief Financial Officer, Chief Operating Officer and Interim Chief Executive Officer Target Corporation Multiple management positions including Director, Strategy and Interactive Design for target.com and Director, Innovation and Productivity for Target Corporation McKinsey & Company, Inc. Co-founded the NA Lean Operations Retail Practice EDUCATION M.B.A., Harvard University B.S., Chemical Engineering, Louisiana State University | | Danielle L. Kirgan Age: 48 Chief Transformation and Human Resources Officer since 2017 | Years with Macy’s: 6 PRIOR CAREER HIGHLIGHTS American Airlines SVP, People Chief Human Resources Officer Darden Restaurants Chief Human Resources Officer Conagra Brands VP, Human Resources EDUCATION B.A., Business Administration, Illinois State University |

  95. Our Named Executive Officers

    | 78 | |

  96. Our Named Executive Officers

    | Tracy M. Preston Age: 57 Chief Legal Officer and Secretary since 2024 | Years with Macy’s: 0 PRIOR CAREER HIGHLIGHTS HanesBrands Inc. Executive Vice President, Chief Compliance Officer, Chief Legal Officer and Corporate Secretary Neiman Marcus Group Executive Vice President, Chief Compliance Officer, Chief Legal Officer and Corporate Secretary Levi Strauss & Co. Chief Compliance Officer, Chief Global Litigation and HR Counsel and Chief Counsel, Global Supply Chain Orrick, Herrington & Sutcliffe Partner Latham & Watkins Litigation, Employment/Labor and Commercial Associate Sedgwick, Detert, Moran & Arnold ERISA, Employment & Labor and Commercial Litigation Associate Baker & McKenzie ERISA Associate EDUCATION J.D., University of Virginia B.A., International Relations, Georgetown University | | Elisa D. Garcia Age: 66 Former Chief Legal Officer and Secretary from 2016 to 2023 | Years with Macy’s: 7 |

  97. Our Named Executive Officers

    | MACY’S, INC. 2024 PROXY STATEMENT | 79 |

  98. 2023 Business Highlights

    | ● | Prioritized a healthy capital structure while continuing to invest in long-term profitable growth. Through our disciplined approach to inventory management, we ended fiscal 2023 with inventories up 2% to fiscal 2022 and down 16% to 2019, reflecting our desire to own more seasonally appropriate transitional product as we enter fiscal 2024. |

  99. 2023 Compensation Program Design Highlights

    | ● | The incentive plans were designed to motivate and engage the organization and leadership with linkage between strategy, business plan and incentives. |

  100. 2023 Compensation Program Design Highlights

    | ● | The metrics in the annual incentive plan were weighted 80% on the financial goals of Adjusted EBITDA and total revenue (weighted 40% each) and 20% on a Culture Index. |

  101. 2023 Compensation Program Design Highlights

    | ● | We continued to use PRSUs and RSUs in the long-term incentive plan with a mix of 50% each for all NEOs. The 2023 PRSU plan had two equally weighted metrics: 2023 - 2025 rTSR and 2023 Adjusted EBITDA margin. |

  102. 2023 Compensation Program Design Highlights

    | – | Given the uncertainty in the macro environment and the volatility of the retail industry, the CMD Committee made the decision to use 2023 Adjusted EBITDA margin in the PRSU plan. Following the one-year performance period, there is an additional two-year vesting period to align with our historic vesting practices and help ensure retention. This approach enabled us to set meaningful performance targets that maintained the rigor of the PRSU program during the year in which the Company completed a transition of the Chief Executive Officer role and incentivized the leadership team’s focus on profitable sales growth, inventory management, cost discipline and strengthening the balance sheet. As a part of its annual review of the compensation program, the CMD Committee resolved to revert to using a 3-year performance period for all metrics in the 2024 PRSU plan. |

  103. 2023 Compensation Program Design Highlights

    | – | The rTSR metric continues to be based on a three-year performance period and uses the S&P Retail Select Industry Index as the benchmark group. |

  104. 2023 Compensation Program Design Highlights

    | ● | The payout ranges in both the annual and long-term incentive plans were 25% - 200% of target, consistent with 2022. |

  105. 2023 ANNUAL INCENTIVE PLAN — 60.47% PAYOUT

    2023 ANNUAL INCENTIVE PLAN — 60.47% PAYOUT

  106. 2023 ANNUAL INCENTIVE PLAN — 60.47% PAYOUT

    | ● | Performance against the total revenue metric was 94.7% of target and below the threshold performance level |

  107. 2023 ANNUAL INCENTIVE PLAN — 60.47% PAYOUT

    | ● | Performance against the Adjusted EBITDA metric was 90.6% of target, between threshold and target zone performance levels |

  108. 2023 ANNUAL INCENTIVE PLAN — 60.47% PAYOUT

    | ● | Performance against the Culture Index was between the target and maximum performance levels |

  109. 2023 ANNUAL INCENTIVE PLAN — 60.47% PAYOUT

    | 82 | |

  110. 2021 – 2023 PERFORMANCE SHARE PLAN — 75% PAYOUT

    2021 – 2023 PERFORMANCE SHARE PLAN — 75% PAYOUT The performance period (fiscal 2021 through fiscal 2023) for the PRSUs granted in fiscal 2021 concluded at the end of fiscal 2023. The performance metrics for the PRSU plan were rTSR compared to the S&P Retail Select Industry Index peer group and 2023 Digital Sales, and the awards were granted in March 2021.

  111. 2021 – 2023 PERFORMANCE SHARE PLAN — 75% PAYOUT

    | ● | Performance against the Digital Sales metric was below the threshold performance level |

  112. 2021 – 2023 PERFORMANCE SHARE PLAN — 75% PAYOUT

    | ● | Performance against the rTSR metric was at the 69.7th percentile, between the target and maximum performance levels |

  113. 2023 CEO Pay

    | ● | This realized pay is consistent with below target performance in the 2023 STI plan and the 2021 – 2023 PRSU plan, resulting in below target payouts in both plans. |

  114. 2023 CEO Pay

    To further demonstrate the rigor of our pay-for-performance alignment, the following shows Mr. Gennette’s realized versus target compensation for fiscal years 2019 – 2023. Realized equity value is calculated based on the value of earned PRSUs (excluding dividend equivalents) and RSUs at the time of vesting and, if applicable, the realized value of stock options upon exercise. Over the past five years, Mr. Gennette has realized, on average, approximately 86% of his target compensation.

  115. 2023 CEO Pay

    | COMPENSATION COMPONENT | 2019 | 2020 | 2021 | 2022 | 2023 | | Base Salary | $1,300,000 | $1,300,000 | $1,300,000 | $1,350,000 | $1,450,000 | | Voluntary Reduction in Base Salary Due to COVID-19 | n/a | (325,000) | $n/a | $n/a | $n/a | | Annual Incentive Payout | $919,800 | $2,762,500 | $3,315,000 | $1,290,870 | $1,753,630 | | Stock Option Exercise | $0 | $0 | $0 | $0 | $0 | | RSU Vesting | $0 | $0 | $2,551,984 | $3,894,055 | $3,794,887 | | PRSUs Earned | $1,409,617 | $0 | $4,517,128 | $14,098,121 | $3,440,204 | | Total Compensation Realized | $3,629,417 | $3,737,500 | $11,684,112 | $20,633,046 | $10,438,721 | | Mr. Gennette’s Total Target Compensation | $10,760,000 | $10,760,000 | $10,760,000 | $12,212,500 | $12,850,000 | | % of Target Compensation Realized | 34% | 35% | 109% | 169% | 81% |

  116. 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 stock price performance. The program also balances the importance of achievement of short-term and long-term objectives.

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

    | 84 | |

  118. 2023 Short-Term and Long-Term Incentive Programs

    2023 Short-Term and Long-Term Incentive Programs The designs of the 2023 programs maintained a similar framework to 2022, focused on our key initiatives, while reflecting continued uncertainty in the macro environment at the time plans were set.

  119. 2023 Short-Term and Long-Term Incentive Programs

    | MACY’S, INC. 2024 PROXY STATEMENT | 85 |

  120. Key Features of the 2023 Incentive Program

    Key Features of the 2023 Incentive Program

  121. Key Features of the 2023 Incentive Program

    | PROGRAM | PERFORMANCE | METRIC WEIGHT | RATIONALE | | Short-Term Incentive Plan (STI) | ● Total Revenue ● Adjusted EBITDA ● Strategic Initiatives –Culture Index | 40% 40% 20% | ● Total revenue and Adjusted EBITDA: key financial metrics that measure top and bottom-line performance – 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 – 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 ● Culture Index motivates our leaders to champion the company culture and also supports inclusion. Our colleagues are core to our growth, across our highly distributed and dynamic workforce that includes both regular and seasonal colleagues, and are key to building strong relationships across our diverse customer base and broader stakeholder community | | Long-Term Incentive Plan (LTI) | Mix of PRSUs and time-based RSUs, allocation equally weighted, 50% each: PRSU performance metrics: ● rTSR for 2023 – 2025 compared to the S&P Retail Select Industry Index Peer Group ● 2023 EBITDA Margin | 50% 50% | ● 50% split maintains a high-performance focus ● rTSR focuses on long-term shareholder value and accountability for performance relative to the broader retail sector ● 2023 EBITDA margin focuses on a key bottom-line financial metric, which reflects our focus on profitable sales and operating efficiency |

  122. Key Features of the 2023 Incentive Program

    | 86 | |

  123. 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 | | 88 | | ● Measure performance against both annual and multi-year periods | | 88 | | ● Set performance goals at levels high enough to encourage strong performance, but within reasonably attainable parameters to discourage excessive risk taking | | 33 | | ● Cap performance-based compensation payouts | | 90 | | | We adhere to executive compensation best practices | | | ● Provide modest perquisites with reasonable business rationale | | 91 | | ● Conduct annual say-on-pay vote | | 60 | | ● Constitute the CMD Committee with only independent directors | | 36 | | ● 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 | | 90 | | ● Provide for recoupment of cash and equity incentive compensation in certain circumstances | | 94 | | ● Prohibit hedging and pledging transactions by directors and executive officers | | 96 | | ● Utilize a compensation consultant independent of management | | 93 | | ● Provide a reasonable post-employment change-in-control plan | | 107 | | ● Equity awards are subject to “double-trigger” vesting in the event of a change-in-control | | 91 |

  124. 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 | 100 | | ● Do not provide individual change-in-control agreements | 107 |

  125. 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. |

  126. CHAIRMAN AND CEO

    | ● | Target annual incentive from 175% to 200% of base salary |

  127. CHAIRMAN AND CEO

    | ● | No change to target LTI value of $8,500,000 |

  128. OTHER NEOS

    | ● | Mr. Spring, President and CEO-Elect. In connection with Mr. Spring’s appointment as Chief Executive Officer on March 29, 2023, the CMD Committee approved a target compensation package of $6,350,000 consisting of a base salary of $1,000,000, a target annual incentive of 135% of base salary and a target annual long-term incentive value of $4,000,000, in a combination of equally weighted PRSUs and RSUs. When determining Mr. Spring’s compensation package, the CMD Committee considered market data, Mr. Spring’s background leading Bloomingdale’s and experience as a member of the Macy’s, Inc. Corporate Strategy Group, as well as the significant expansion in his role that included responsibility for Digital, Customer, Merchandising and Marketing teams, in addition to Bloomingdale’s and Bluemercury. See “2024 Compensation Actions” below for a discussion of the additional changes made to Mr. Spring’s compensation in connection with his appointment as Chief Executive Officer in February 2024. |

  129. OTHER NEOS

    | ● | Mr. Mitchell, Chief Operating Officer and Chief Financial Officer. In connection with Mr. Mitchell’s appointment as Chief Operating Officer and Chief Financial Officer on March 29, 2023, the CMD Committee approved a target compensation package of $5,532,500 consisting of a base salary of $950,000, a target annual incentive of 135% of base salary, and a target annual long-term incentive value of $3,300,000, in a combination of equally weighted PRSUs and RSUs. When determining Mr. Mitchell’s compensation package, the CMD Committee considered market data, Mr. Mitchell’s significant contributions to the Company in his EVP, Chief Financial Officer role and the scope of |

  130. OTHER NEOS

    | ● | Ms. Preston, Chief Legal Officer. In connection with Ms. Preston joining the Company as our Chief Legal Officer and Corporate Secretary in January 2024, the CMD Committee approved a target compensation package of $2,556,250 consisting of a base salary of $775,000, target annual incentive of 75% of base salary (commencing in fiscal 2024) and a target long-term incentive value of $1,200,000 (commencing in fiscal 2024), in a combination of equally weighted PRSUs and RSUs. When determining her compensation package, the CMD Committee considered market data as well as Ms. Preston’s extensive experience. In addition, to offset awards that Ms. Preston forfeited from her prior employer, the CMD Committee approved a sign on bonus of $840,000, subject to a repayment agreement and a $630,000 sign on equity award of RSUs that vests 50% on the second and third anniversaries of the grant date. |

  131. 2023 ANNUAL INCENTIVE PLAN

    2023 ANNUAL INCENTIVE PLAN The NEOs participate in 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. 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).

  132. 2023 ANNUAL INCENTIVE PLAN

    | | THRESHOLD | TARGET | MAXIMUM | | NAME | (25% OF TARGET) | (AS % OF BASE SALARY) | (200% OF TARGET) | | Gennette | 50.00% | 200% | 400% | | Spring (1) | 33.75% | 135% | 270% | | Mitchell (1) | 33.75% | 135% | 270% | | Kirgan | 25.00% | 100% | 200% | | Preston (2) | | | | | Garcia (3) | 18.75% | 75% | 150% |

  133. 2023 ANNUAL INCENTIVE PLAN

    | (1) Target opportunities for Messrs. Spring and Mitchell prorated from date of promotions based on the target awards that would have applied before and after such promotions. |

  134. 2023 ANNUAL INCENTIVE PLAN

    | (2) Based on her hire date, Ms. Preston was not eligible for an annual incentive in 2023. |

  135. 2023 ANNUAL INCENTIVE PLAN

    | (3) Based on her retirement date, Ms. Garcia was eligible for a prorated annual incentive in 2023. |

  136. 2023 ANNUAL INCENTIVE PLAN

    | MACY’S, INC. 2024 PROXY STATEMENT | 89 |

  137. 2023 ANNUAL INCENTIVE PLAN

    All dollar amounts are shown in millions. As shown above, 20% of the annual incentive is based on the strategic initiative of the Culture Index which consists of two equally weighted metrics, engagement and ethnically diverse representation, both with pre-determined performance ranges.

  138. 2023 LONG-TERM INCENTIVE PLAN

    2023 LONG-TERM INCENTIVE PLAN The annual core equity awards to NEOs consist of PRSUs and RSUs, equally weighted. The 2023 PRSU plan has two equally weighted metrics: rTSR and 2023 Adjusted EBITDA margin. Given the uncertainty in the macro environment and the volatility of the retail industry, the CMD Committee made the decision to use 2023 Adjusted EBITDA margin, which ensures responsible top- and bottom-line growth, in the PRSU plan. Following the one-year performance period, there is an additional two-year vesting period for this metric. The rTSR metric continues to be based on a three-year performance period and uses the S&P Retail Select Industry Index as the peer group.

  139. 2023 LONG-TERM INCENTIVE PLAN

    | ● | PRSUs granted in fiscal 2023 vest, if earned, following the end of fiscal 2025 based on upon achievement of performance targets. |

  140. 2023 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 |

  141. 2023 LONG-TERM INCENTIVE PLAN

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

  142. 2023 LONG-TERM INCENTIVE PLAN

    | – | Regardless of Macy’s 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 |

  143. 2023 LONG-TERM INCENTIVE PLAN

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

  144. 2023 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 stock price on the grant date. |

  145. 2023 LONG-TERM INCENTIVE PLAN

    | 90 | |

  146. 2023 LONG-TERM INCENTIVE PLAN

    The target number of PRSUs and the number of RSUs granted to each NEO are shown in the 2023 Grants of Plan-Based Awards table.

  147. CEO and Chair-Elect

    CEO and Chair-Elect The CMD Committee with support from Semler Brossy reviewed Mr. Spring’s compensation package when he was appointed CEO and Chair-Elect in February 2024. When determining his compensation package, the CMD Committee considered market data for the Company’s peer group as well as competitive practice with respect to positioning of compensation for internally promoted first-time CEOs. Following these discussions, the CMD Committee recommended and the Board approved a target compensation package of $12,400,000 consisting of a $1,300,000 base salary, a target annual incentive of 200% of base salary (commencing in 2024) and a target annual long-term incentive value of $8,500,000 (commencing in 2024), in a combination of equally weighted PRSUs and RSUs. This package positions Mr. Spring’s compensation between the 25th percentile and median of the peer CEOs, based on data collected in December 2023, and approximately 90% of his compensation is “at risk”. Additionally, the CMD Committee recommended and the Board approved a $4,000,000 special promotional equity award, in a combination of PRSUs and RSUs, weighted 75% and 25%, respectively. The PRSUs will vest at the end of a five-year performance period based on pre-determined goals, metrics and targets and the RSUs will vest 100% on the fifth anniversary of the grant date. The design of this award – both the five-year vesting cycle and the significant weightage on performance awards – helps ensure a long-term view and that payouts are significantly linked to business results. In connection with Mr. Gennette’s appointment as Non-Executive Chairman of the Board in February 2024, the Board approved non-employee director compensation for Mr. Gennette consisting of a regular Board cash retainer of $90,000, a $160,000 cash payment in lieu of a Board equity grant, given the anticipated short-term period of Mr. Gennette’s appointment as Non-Executive Chairman, and a Board Chair cash retainer of $200,000 per year, all on an annualized basis pro-rated based on term of service.

  148. 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 December 2013, and the NEOs no longer accrue new benefits under the plans. See beginning on page 104 for more information on these plans. Perquisites. We provide limited perquisites including business club and professional memberships and, for our CEO, a car and driver for security reasons and limited personal use of the Company aircraft. See page 99 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 107 for more information.

  149. 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:

  150. Independent Compensation Consultant

    | ● | compensation program design; |

  151. Independent Compensation Consultant

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

  152. Independent Compensation Consultant

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

  153. Independent Compensation Consultant

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

  154. Independent Compensation Consultant

    | ● | governance and regulatory trends. |

  155. 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.

  156. 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.

  157. 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.

  158. Compensation Peer Group

    | MACY’S, INC. 2024 PROXY STATEMENT | 93 |

  159. Compensation Peer Group

    In August 2023 Semler Brossy completed a peer group review to confirm the appropriateness of the current peers. 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 updating the peer group as shown below.

  160. Compensation Peer Group

    | COMPANY | RECOMMENDATION | | Bed, Bath & Beyond Inc. | Remove from peer group due to bankruptcy filing |

  161. Compensation Peer Group

    The CMD Committee concurred with this recommendation and the outcome of the decision is shown below. The 2022 peer group was the one referenced for 2023 compensation decisions.

  162. Compensation Peer Group

    | 2022 PEER GROUP COMPANIES | 2023 PEER GROUP COMPANIES | | Bed, Bath & Beyond Inc. | | | Best Buy Co., Inc. | Best Buy Co., Inc. | | Burlington Stores, Inc. | Burlington Stores, Inc. | | Dick’s Sporting Goods, Inc. | Dick’s Sporting Goods, Inc. | | Dillard’s Inc. | Dillard’s Inc. | | Dollar Tree, Inc. | Dollar Tree, Inc. | | Foot Locker, Inc. | Foot Locker, Inc. | | Gap Inc. | Gap Inc. | | Kohl’s Corporation | Kohl’s Corporation | | Lowes Companies, Inc. | Lowes Companies, Inc. | | Nordstrom, Inc. | Nordstrom, Inc. | | Ross Stores, Inc. | Ross Stores, Inc. | | Target Corporation | Target Corporation | | TJX Companies, Inc. | TJX Companies, Inc. | | Ulta Beauty, Inc. | Ulta Beauty, Inc. | | Williams-Sonoma, Inc. | Williams-Sonoma, Inc. |

  163. Compensation Peer Group

    The revised peer group for 2023 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 July 2023. The peer group prioritizes apparel-focused department stores and companies with a similar business profile to Macy’s that maintain a more non-essential product offering, as well as several retailers with a significant portion of revenue through online sales.

  164. 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:

  165. 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 not issued on any of the designated trading blackout dates.

  166. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  167. 2023 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 | EARNINGS(2) | COMPENSATION(3) | TOTAL | | PRINCIPAL POSITION | YEAR | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Jeff Gennette | 2023 | 1,425,000 | 0 | 8,226,596 | 0 | 1,753,630 | 308,326 | 107,707 | 11,821,259 | | Former Chairman and | 2022 | 1,337,500 | 0 | 8,333,532 | 0 | 1,290,870 | 0 | 94,089 | 11,055,991 | | Former Chief Executive Officer | 2021 | 1,300,000 | 0 | 7,096,408 | 0 | 3,315,000 | 477,829 | 101,694 | 12,290,931 | | Tony Spring | 2023 | 975,000 | 0 | 3,871,353 | 0 | 781,091 | 100,572 | 49,943 | 5,777,959 | | Chairman and Chief | 2022 | 850,000 | 0 | 1,764,721 | 0 | 464,440 | 0 | 74,375 | 3,153,536 | | Executive Officer | 2021 | 850,000 | 0 | 1,566,097 | 0 | 1,275,000 | 237,818 | 66,938 | 3,995,853 | | Adrian V. Mitchell | 2023 | 933,333 | 0 | 6,193,837 | 0 | 742,036 | 0 | 18,197 | 7,887,403 | | Chief Operating Officer | 2022 | 837,500 | 0 | 1,764,721 | 0 | 464,440 | 0 | 20,417 | 3,087,078 | | and Chief Financial Officer | 2021 | 800,000 | 0 | 1,385,014 | 0 | 1,200,000 | 0 | 239,480 | 3,624,494 | | Danielle L. Kirgan | 2023 | 850,000 | 0 | 1,742,077 | 0 | 513,995 | 0 | 17,822 | 3,123,894 | | Chief Transformation | 2022 | 850,000 | 0 | 1,764,721 | 0 | 464,440 | 0 | 20,500 | 3,099,661 | | and Human Resources | 2021 | 850,000 | 0 | 1,761,847 | 0 | 1,275,000 | 0 | 66,938 | 3,953,785 | | Officer | | | | | | | | | | | Tracy M. Preston | 2023 | 49,905 | 840,000 | 630,000 | 0 | 0 | 0 | 10,202 | 1,530,107 | | Chief Legal Officer | | | | | | | | | | | Elisa D. Garcia | 2023 | 562,500 | 0 | 1,161,395 | 0 | 255,108 | 0 | 66,966 | 2,045,969 | | Former Chief Legal Officer | 2022 | 750,000 | 0 | 1,176,480 | 0 | 307,350 | 0 | 51,469 | 2,285,299 | | | 2021 | 750,000 | 0 | 1,174,565 | 0 | 843,750 | 0 | 50,266 | 2,818,581 |

  168. 2023 Summary Compensation Table

    | (1) The amounts in this column for fiscal 2023 include the grant date fair value for PRSUs and RSUs granted in fiscal 2023: |

  169. 2023 Summary Compensation Table

    | ● | The grant date fair values for PRSUs awarded were determined by using the weighted average grant date price of approximately $16.37 per share, assuming the “target” number of units is earned. The weighted average grant date price was calculated as follows: (i) $15.24 per share for the portion of the grant subject to an rTSR metric, by using a Monte Carlo simulation analysis, and (ii) $17.49 per share for the portion of the grant subject to 2023 Adjusted EBITDA Margin, 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 PRSUs would be $7,953,226 for Mr. Gennette, $3,742,708 for Mr. Spring, $3,087,715 for Mr. Mitchell, $1,684,188 for Ms. Kirgan and $1,122,803 for Ms. Garcia. |

  170. 2023 Summary Compensation Table

    | ● | RSUs were awarded at a grant date fair value of $17.49 per share. See 2023 Grants of Plan-Based Awards for number of shares and value of time-based RSU awarded in fiscal 2023. |

  171. 2023 Summary Compensation Table

    | ● | See page 89 for information regarding Ms. Preston’s compensation package. Her new hire equity award was made in December 2023 and issued in February 2024 following conclusion of the blackout period for the 4th quarter. |

  172. 2023 Summary Compensation Table

    | (2) We did not pay above-market interest under our executive deferred compensation plan in 2023. The amounts reflected for fiscal 2023 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 2023. 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 5.06% for the CAPP and 5.08% for the SERP. For both the CAPP and SERP, base mortality rates are Pri-2012 White Collar mortality table projected to 2016 using MP-2018 and then 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 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. |

  173. 2023 Summary Compensation Table

    | 98 | |

  174. 2023 Summary Compensation Table

    | (3) Included in “All Other Compensation” for fiscal 2023 are Company benefit plan contributions and the incremental cost to Macy’s of the following perquisites made available to the Named Executives: |

  175. 2023 Summary Compensation Table

    | | | | DCP | 401(k) | | | | | AIRCRAFT | CAR | MATCHING | MATCHING | | | | | USAGE(a) | PROGRAMS(b) | CONTRIBUTION(c) | CONTRIBUTION | OTHER | TOTAL | | NAME | ($) | ($) | ($) | ($) | ($) | ($) | | Gennette | 1,015 | 5,654 | 16,988 | 11,550 | 72,500 | 107,707 | | Spring | 0 | 0 | 38,393 | 11,550 | 0 | 49,943 | | Mitchell | 0 | 0 | 6,647 | 11,550 | 0 | 18,197 | | Kirgan | 0 | 0 | 6,272 | 11,550 | 0 | 17,822 | | Preston (d) | 0 | 0 | 0 | 0 | 10,202 | 10,202 | | Garcia | 0 | 0 | 22,243 | 11,550 | 33,173 | 66,966 |

  176. 2023 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 exceed $75,000 in the aggregate. For purposes of calculating the incremental costs associated with personal usage of Company aircraft: |

  177. 2023 Summary Compensation Table

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

  178. 2023 Summary Compensation Table

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

  179. 2023 Summary Compensation Table

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

  180. 2023 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. |

  181. 2023 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. |

  182. 2023 Summary Compensation Table

    | (d) For Ms. Preston, the amount in this column includes amount paid for relocation ($10,100) and tax gross ups ($102) for Ms. Preston. |

  183. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  184. 2023 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 | | | | GRANT DATE | UNDER NON-EQUITY INCENTIVE | | | PLAN | | | SHARES OF | AND | | | | FOR EQUITY- | PLAN AWARDS | | | AWARDS | | | STOCK OR | OPTION | | | | BASED | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | UNITS | AWARDS | | NAME | AWARD TYPE | AWARDS | ($) | ($) | ($)(1) | (#) | (#)(2) | (#) | (#) | ($)(3) | | Gennette | Annual Incentive | | 725,000 | 2,900,000 | 5,800,000 | | | | | | | | PRSUs | 3/31/2023 | | | | | 242,995 | | | 3,976,613 | | | RSUs | 3/31/2023 | | | | | | | 242,995 | 4,249,983 | | Spring | Annual Incentive | | 337,500 | 1,350,000 | 2,700,000 | | | | | | | | PRSUs | 3/31/2023 | | | | | 114,351 | | | 1,871,354 | | | RSUs | 3/31/2023 | | | | | | | 114,351 | 1,999,999 | | Mitchell | Annual Incentive | | 320,625 | 1,282,500 | 2,565,000 | | | | | | | | PRSUs | 3/31/2023 | | | | | 94,339 | | | 1,543,858 | | | RSUs | 3/31/2023 | | | | | | | 94,339 | 1,649,989 | | | RSUs | 3/31/2023 | | | | | | | 171,526 | 2,999,990 | | Kirgan | Annual Incentive | | 212,500 | 850,000 | 1,700,000 | | | | | | | | PRSUs | 3/31/2023 | | | | | 51,457 | | | 842,094 | | | RSUs | 3/31/2023 | | | | | | | 51,457 | 899,983 | | Preston | | | | | | | | | | | | Garcia | Annual Incentive | | 140,625 | 562,500 | 1,125,000 | | | | | | | | PRSUs | 3/31/2023 | | | | | 34,305 | | | 561,401 | | | RSUs | 3/31/2023 | | | | | | | 34,305 | 599,994 |

  185. 2023 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 2023 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 |

  186. 2023 Grants of Plan-Based Awards

    | MACY’S, INC. 2024 PROXY STATEMENT | 99 |

  187. 2023 Grants of Plan-Based Awards

    | 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.” Amounts shown represent full year opportunity and do not reflect proration for 1) time in job for Messrs. Spring and Mitchell or 2) retirement for Ms. Garcia. |

  188. 2023 Grants of Plan-Based Awards

    | (2) The Named Executives received a grant of PRSUs on March 31, 2023. The PRSUs vest at the conclusion of the approximate three-year vesting period ending on January 31, 2026. The number of PRSUs earned may range from 0% to 200% of the Target award opportunity based on performance against rTSR and 2023 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.” |

  189. 2023 Grants of Plan-Based Awards

    | (3) PRSUs granted on March 31, 2023 were valued by using a weighted grant date price for our common stock of approximately $16.37 per share, assuming the “target” number of units is earned. The weighted average grant date price was calculated as follows: (i) $15.24 per share for the portion of the grant subject to a rTSR metric, by using a Monte Carlo simulation analysis, and (ii) $17.49 per share for the portion of the grant subject to 2023 Adjusted EBITDA margin, by using the grant date closing price for the common stock. RSUs granted on March 31, 2023 were valued using the grant date closing price for the common stock of $17.49 per share. |

  190. 2023 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 and 3) the 2021 Equity and Incentive Compensation Plan (2021 Equity Plan) from May 21, 2021. All of these plans have been approved by Macy’s shareholders. Stock Options. The exercise price of stock options (if granted) may not be less than the closing price of Macy’s common stock on the NYSE on the grant date. Stock options vest over time, typically in 25% installments on the first four anniversaries of the grant date and have 10-year terms. Our plans do not provide for the granting of “reload” options and prohibit the repricing of previously granted options. In the event of a change in control of the Company, stock options become immediately exercisable if Named Executive is terminated by the Company or the continuing entity without “cause” (as defined in our Change-In-Control Plan) or if the Named Executive voluntarily terminates employment for “good reason” (as defined in our Change-In-Control Plan) within the 24-month period following the change in control, or if the continuing entity does not assume or replace the awards. 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. 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. 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 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.

  191. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth certain information regarding the total number and aggregate value of options and units held by each of the Named Executives as of February 3, 2024. The dollar amount shown for units is calculated by multiplying the number of units by the closing price of Macy’s common stock ($18.63) on the last trading day of fiscal 2023.

  192. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End

  193. 2023 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(1) | UNEXERCISABLE(1) | ($) | DATE | (#)(2) | ($) | (#)(3)(4) | ($) | | Gennette | 3/28/2014 | 37,755 | 0 | 58.92 | 3/28/2024 | | | | | | | 3/27/2015 | 51,973 | 0 | 63.65 | 3/27/2025 | | | | | | | 3/23/2016 | 87,662 | 0 | 43.42 | 3/23/2026 | | | | | | | 3/24/2017 | 396,946 | 0 | 28.17 | 3/24/2027 | | | | | | | 4/6/2018 | 386,151 | 0 | 29.80 | 4/6/2028 | | | | | | | 3/21/2019 | 564,202 | 0 | 24.03 | 3/21/2029 | | | | | | | 7/9/2020 | | | | | 136,690 | 2,546,535 | | | | | 3/25/2021 | | | | | 110,316 | 2,055,187 | | | | | 3/24/2022 | | | | | 120,968 | 2,253,634 | | | | | 3/24/2022 | | | | | | | 161,290 | 3,004,833 | | | 3/31/2023 | | | | | 242,995 | 4,526,997 | | | | | 3/31/2023 | | | | | | | 242,995 | 4,526,997 | | Spring | 3/28/2014 | 23,597 | 0 | 58.92 | 3/28/2024 | | | | | | | 3/27/2015 | 23,099 | 0 | 63.65 | 3/27/2025 | | | | | | | 3/23/2016 | 38,961 | 0 | 43.42 | 3/23/2026 | | | | | | | 3/24/2017 | 73,282 | 0 | 28.17 | 3/24/2027 | | | | | | | 3/23/2018 | 43,272 | 0 | 27.21 | 3/23/2028 | | | | | | | 3/21/2019 | 55,058 | 0 | 24.03 | 3/21/2029 | | | | | | | 7/9/2020 | | | | | 37,349 | 695,812 | | | | | 3/25/2021 | | | | | 24,346 | 453,566 | | | | | 3/24/2022 | | | | | 25,617 | 477,245 | | | | | 3/24/2022 | | | | | | | 34,155 | 636,308 | | | 3/31/2023 | | | | | 114,351 | 2,130,359 | | | | | 3/31/2023 | | | | | | | 114,351 | 2,130,359 | | Mitchell | 11/23/2020 | | | | | 5,947 | 110,793 | | | | | 3/25/2021 | | | | | 21,531 | 401,123 | | | | | 3/24/2022 | | | | | 25,617 | 477,245 | | | | | 3/24/2022 | | | | | | | 34,155 | 636,308 | | | 3/31/2023 | | | | | 94,339 | 1,757,536 | | | | | 3/31/2023 | | | | | 171,526 | 3,195,529 | | | | | 3/31/2023 | | | | | | | 94,339 | 1,757,536 | | Kirgan | 11/13/2017 | 139,664 | 0 | 19.33 | 11/13/2027 | | | | | | | 4/6/2018 | 63,914 | 0 | 29.80 | 4/6/2028 | | | | | | | 3/21/2019 | 93,385 | 0 | 24.03 | 3/21/2029 | | | | | | | 7/9/2020 | | | | | 47,512 | 885,149 | | | | | 3/25/2021 | | | | | 27,389 | 510,257 | | | | | 3/24/2022 | | | | | 25,617 | 477,245 | | | | | 3/24/2022 | | | | | | | 34,155 | 636,308 | | | 3/31/2023 | | | | | 51,457 | 958,644 | | | | | 3/31/2023 | | | | | | | 51,457 | 958,644 | | Preston | | | | | | | | | | | Garcia | 9/20/2016 | 84,937 | 0 | 34.96 | 9/20/2026 | | | | | | | 3/24/2017 | 73,282 | 0 | 28.17 | 3/24/2027 | | | | | | | 4/6/2018 | 63,914 | 0 | 29.80 | 4/6/2028 | | | | | | | 3/21/2019 | 93,385 | 0 | 24.03 | 3/21/2029 | | | | | | | 7/9/2020 | | | | | 31,674 | 590,087 | | | | | 3/25/2021 | | | | | 18,259 | 340,165 | | | | | 3/24/2022 | | | | | 17,078 | 318,163 | | | | | 3/24/2022 | | | | | | | 13,282 | 247,444 | | | 3/31/2023 | | | | | 34,305 | 639,102 | | | | | 3/31/2023 | | | | | | | 17,152 | 319,542 |

  194. 2023 Outstanding Equity Awards at Fiscal Year-End

    | 102 | |

  195. 2023 Outstanding Equity Awards at Fiscal Year-End

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

  196. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Grant Date | Vesting Schedule | | 3/28/2014 | 25% on each of 3/28/15, 3/28/16, 3/28/17 and 3/28/18 | | 3/27/2015 | 25% on each of 3/27/16, 3/27/17, 3/27/18 and 3/27/19 | | 3/23/2016 | 25% on each of 3/23/17, 3/23/18, 3/23/19 and 3/23/20 | | 9/20/2016 | 25% on each of 9/20/17, 9/20/18, 9/20/19 and 9/20/20 | | 3/24/2017 | 25% on each of 3/24/18, 3/24/19, 3/24/20 and 3/24/21 | | 11/13/2017 | 25% on each of 11/13/18, 11/13/19, 11/13/20 and 11/13/21 | | 3/23/2018 | 25% on each of 3/23/19, 3/23/20, 3/23/21 and 3/23/22 | | 4/6/2018 | 25% on each of 4/6/19, 4/6/20, 4/6/21 and 4/6/22 | | 3/21/2019 | 25% on each of 3/21/20, 3/21/21, 3/21/22 and 3/21/23 |

  197. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) RSUs vest/vested as follows: |

  198. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Grant Date | Vesting Schedule | | 7/9/2020 | 25% on each of 7/9/21, 7/9/22, 7/9/23 and 7/9/24 | | 11/23/2020 | 25% on each of 11/23/21, 11/23/22, 11/23/23 and 11/23/24 | | 3/25/2021 | 25% on each of 3/25/22, 3/25/23, 3/25/24 and 3/25/25 | | 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 | | 3/31/2023 | 100% on the second anniversary of the grant date |

  199. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (3) Target number of PRSUs granted March 24, 2022 that vest following conclusion of the three-year (fiscal 2022 – 2024) performance period, subject to satisfaction of performance criteria. |

  200. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (4) Target number of PRSUs granted March 31, 2023 that vest following conclusion of the three-year (fiscal 2023 – 2025) performance/vesting period, subject to satisfaction of performance criteria. |

  201. 2023 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 2023 upon the exercise of stock options and the vesting of restricted stock units.

  202. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested

  203. 2023 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 | (#) | ($) | (#) | ($) | | Gennette | 0 | 0 | 397,643 | 7,235,091 | | Spring | 0 | 0 | 97,522 | 1,760,223 | | Mitchell | 0 | 0 | 153,606 | 2,512,205 | | Kirgan | 0 | 0 | 110,825 | 1,987,555 | | Preston | 0 | 0 | 0 | 0 | | Garcia | 0 | 0 | 71,601 | 1,277,584 |

  204. 2023 Option Exercises and Stock Vested

    | MACY’S, INC. 2024 PROXY STATEMENT | 103 |

  205. 2023 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 21, 2021 – February 3, 2024 performance period as follows. |

  206. 2023 Option Exercises and Stock Vested

    | NAME | RSUs(#) | DATE RSUs VESTED | PRSUs# | | Gennette | 40,322 | 3/24/2023 | | | | 55,158 | 3/25/2023 | 165,474 | | | 136,689 | 7/9/2023 | | | Spring | 2,944 | 3/21/2023 | | | | 8,538 | 3/24/2023 | | | | 12,173 | 3/25/2023 | 36,518 | | | 37,349 | 7/9/2023 | | | Mitchell | 8,538 | 3/24/2023 | | | | 10,765 | 3/25/2023 | 32,295 | | | 5,947 | 11/23/2023 | | | | 96,061 | 11/23/2023 | | | Kirgan | 8,538 | 3/24/2023 | | | | 13,694 | 3/25/2023 | 41,082 | | | 47,511 | 7/9/2023 | | | Preston | | | | | Garcia | 5,692 | 3/24/2023 | | | | 9,130 | 3/25/2023 | 25,105 | | | 31,674 | 7/9/2023 | |

  207. 2023 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 21, 2024), 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. Gennette 14,323 shares, Mr. Spring 3,155 shares, Mr. Mitchell 2,792 shares, Ms. Kirgan 3,552 shares and Ms. Garcia 2,168 shares. The value of the dividends earned is not reflected in the calculations above. |

  208. 2023 Pension Benefits

    2023 Pension Benefits

  209. 2023 Pension Benefits

    | | | NUMBER OF YEARS | PRESENT VALUE OF | PAYMENTS DURING | | | | OF CREDIT SERVICE(1) | ACCUMULATED BENEFIT | LAST FISCAL YEAR | | NAME | PLAN NAME | (#) | ($) | ($) | | Gennette | CAPP | 30 | 558,022 | 0 | | | SERP | 30 | 6,180,478 | 0 | | Spring | CAPP | 27 | 462,278 | 0 | | | SERP | 27 | 4,032,240 | 0 | | Mitchell | CAPP | 0 | 0 | 0 | | | SERP | 0 | 0 | 0 | | Kirgan | CAPP | 0 | 0 | 0 | | | SERP | 0 | 0 | 0 | | Preston | CAPP | 0 | 0 | 0 | | | SERP | 0 | 0 | 0 | | Garcia | CAPP | 0 | 0 | 0 | | | SERP | 0 | 0 | 0 |

  210. 2023 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. Gennette is 40 years and for Mr. Spring is 36 years. |

  211. 2023 Pension Benefits

    CAPP. As of January 1, 2024, approximately 17,200 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:

  212. 2023 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; |

  213. 2023 Pension Benefits

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

  214. 2023 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). |

  215. 2023 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 4,490 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.

  216. 2023 Pension Benefits

    | MACY’S, INC. 2024 PROXY STATEMENT | 105 |

  217. 2023 Pension Benefits

    As of January 1, 2024, approximately 50 executives were eligible to receive benefits under the SERP. Approximately four 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.

  218. 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 new 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.

  219. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  220. 2023 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 | ($) | ($) | ($) | ($) | ($) | | Gennette | EDCP | 0 | 0 | (1,482) | 0 | 30,850 | | | DCP | 0 | 16,988 | 38,066 | 0 | 293,300 | | Spring | EDCP | 0 | 0 | (48,298) | 0 | 915,399 | | | DCP | 58,179 | 38,393 | 437,233 | 0 | 1,727,481 | | Mitchell | EDCP | 0 | 0 | 0 | 0 | 0 | | | DCP | 0 | 6,647 | 438 | 0 | 0 | | Kirgan | EDCP | 0 | 0 | 0 | 0 | 0 | | | DCP | 0 | 6,272 | 147,076 | 0 | 1,370,560 | | Preston | EDCP | 0 | 0 | 0 | 0 | 0 | | | DCP | 0 | 0 | 0 | 0 | 0 | | Garcia | EDCP | 0 | 0 | 0 | 0 | 0 | | | DCP | 50,154 | 22,243 | 45,285 | 0 | 436,443 |

  221. 2023 Nonqualified Deferred Compensation

    | (1) The amounts in this column associated with the DCP are reported as compensation for fiscal 2023 in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns of the 2023 Summary Compensation Table. |

  222. 2023 Nonqualified Deferred Compensation

    | (2) The amounts in this column associated with the DCP represent Company matching contributions and are included in the 2023 Summary Compensation Table under the “All Other Compensation” column for fiscal 2023. These amounts will be credited to the participants’ accounts in fiscal 2024. |

  223. 2023 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 2023 Summary Compensation Table because the plans do not provide for above-market or preferential earnings. |

  224. 2023 Nonqualified Deferred Compensation

    | 106 | |

  225. 2023 Nonqualified Deferred Compensation

    | (4) A portion of the compensation deferred by Mr. Gennette and 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 their contributions under the EDCP was deferred in years prior to those reported in the 2023 Summary Compensation Table. |

  226. 2023 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.

  227. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control

  228. CEO Pay Ratio

    CEO Pay Ratio Our CEO had annual total compensation for fiscal 2023 of $11,821,259. The median annual total compensation of all our employees other than our CEO for fiscal 2023 was $34,438 Based on this information, we estimate that the ratio of our CEO’s annual total compensation to that of our median employee for fiscal 2023 was 343 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 2023 Summary Compensation Table. The median employee was a colleague in one of our stores. 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 fiscal year, whether employed on a full-time, part-time, seasonal or temporary basis. The determination date was the last day of our fiscal year; for last year’s CEO pay ratio disclosure, we also used the last day of the fiscal year as the determination date, but that date was January 28, 2023. 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. Of our 85,581 U.S. employees, 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.

  229. 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 four years.

  230. 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) | | 2023 | 11,821,259 | 5,556,761 | 4,073,066 | 2,751,686 | 133.73 | 175.69 | 105 | 2,317 | | 2022 | 11,055,991 | 6,582,240 | 2,906,394 | 1,397,507 | 158.85 | 168.26 | 1,177 | 2,648 | | 2021 | 12,290,931 | 34,457,910 | 3,480,607 | 7,504,335 | 169.84 | 188.51 | 1,430 | 3,320 | | 2020 | 11,083,293 | 18,363,349 | 2,809,887 | 4,015,291 | 99.12 | 206.63 | (3,944) | 117 |

  231. Pay Versus Performance

    | (1) Mr. Gennette was the only executive officer included as a PEO for each fiscal year covered in the table. |

  232. Pay Versus Performance

    Amounts deducted from the Summary Compensation Table Total for PEO to calculate Compensation Actually Paid to PEO for 2023 include $308,326 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $8,226,596 for value of stock awards and $0 for value of option awards.

  233. Pay Versus Performance

    | MACY’S, INC. 2024 PROXY STATEMENT | 115 |

  234. Pay Versus Performance

    Amounts added to (or subtracted from) Summary Compensation Table Compensation Total for PEO to calculate Compensation Actually Paid to PEO include $8,088,343 for fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($3,497,355) for change in fair value during the year for RSU, PRSU and option awards granted in prior years that were outstanding and unvested at end of year, ($2,618,339) for change in fair value 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 297,775 for dividend equivalents.

  235. 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 2023 – Messrs. Spring and Mitchell and Mses. Garcia, Kirgan and Preston. |

  236. 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 2023 include $20,114 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $2,719,732 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 2023 include $2,597,896 for fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($670,481) for change in fair value during the year for RSU, PRSU and options awards granted in prior years that were outstanding and unvested at end of year, ($557,460) for change in fair value 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 $48,511 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

  237. Pay Versus Performance

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

  238. 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. |

  239. 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.

  240. Pay Versus Performance

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  241. 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, must tender his or her resignation as a director to the Board promptly following the certification of the election results.

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

    | MACY’S, INC. 2024 PROXY STATEMENT | 123 |

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

    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.