DEF 14A of Macy's, Inc.

Filed Apr 1, 2025 · FY20240001558370-25-004270

Open on EDGAR

Macy’s Nominees for Director
Macy’s Nominees for Director The following tables provide summary information (as of March 20, 2025) about Macy’s director nominees. The Board unanimously recommends that you vote “FOR” each of our Board’s director nominees:
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 (47) | ● Senior Leadership ● Retail ● Technology | ● Marketing/Brand Management ● Risk Management | 2022 | President, Mitchell & Ness Nostalgia Co. | ✓ | 0 | | | | | | | Torrence N. Boone (55) | ● Senior Leadership ● Retail ● Technology | ● Marketing/Brand Management ● Investment Banking | 2019 | Vice President, Global Client Partnerships, Google LLC | ✓ | 0 | | | | | | | Marie Chandoha (63) | ● Senior Leadership ● Finance/Accounting ● Investment Banking | ● Risk Management ● Technology | 2022 | Former President and CEO, Charles Schwab Investment Management, Inc. | ✓ | 2 | | | | | | | Robert B. Chavez * (70) | ● Senior Leadership ● Finance/Accounting ● Retail | ● Marketing/Brand Management ● Supply Chain ● Technology | 2025 | Former President and CEO, Hermès Americas, a division of Hermès International Société | ✓ | 0 | | | | | | | Naveen K. Chopra (51) | ● Senior Leadership ● Finance/Accounting | ● Marketing/Brand Management ● M&A/Strategy | 2023 | Executive Vice President and CFO, Paramount Global | ✓ | 0 | | | | | | | Richard Clark (66) | ● Senior Leadership ● Real Estate | ● M&A/Strategy ● Capital Markets | 2024 | Founder, Managing Partner, Burnside Investments LLC and Co-Founder, Managing Partner, WatermanCLARK | ✓ | 1 | | | | | | | Deirdre P. Connelly (64) | ● Senior Leadership ● Human Resources | ● Marketing/Brand Management | 2008 | Former President, North American Pharmaceuticals, GlaxoSmithKline | ✓ | 3 | | | | | | | Jill Granoff (62) | ● Senior Leadership ● Retail | ● Brand Management ● Asset Management | 2022 | Senior Advisor, Eurazeo Brands | ✓ | 0 | | | | | | | Richard L. Markee (71) | ● Senior Leadership ● Retail | ● Marketing/Brand Management | 2024 | Former Chairman and CEO, Vitamin Shoppe, Inc. | ✓ | 1 | | | | | | | Douglas W. Sesler (63) | ● Senior Leadership ● Finance/Accounting ● Retail | ● Real Estate ● M&A/Strategy | 2024 | Executive Chairman, Washington Prime Group Inc. and Founder and President, Fair Street Partners | ✓ | 1 | | | | | | | Tony Spring (60) | ● Senior Leadership ● Retail ● Risk Management | ● Marketing/Brand Management | 2023 | Chairman and Chief Executive Officer, Macy’s, Inc. | | 0 | | | | | | | Paul C. Varga (61) | ● Senior Leadership ● Finance/Accounting ● Retail | ● Marketing/Brand Management ● Risk Management | 2012 | Former Chairman and CEO, Brown-Forman Corporation | ✓ | 1 | | | | | | | Tracey Zhen (48) | ● Senior Leadership ● Finance/Accounting | ● Investment Banking ● Technology | 2021 | CEO and member of the Board, Caring.com | ✓ | 0 | | | | |
Macy’s Nominees for Director
* Robert B. Chavez was appointed to the Board of Directors, effective April 1, 2025, and his information is as of this date. The Board has appointed Mr. Chavez to serve as a member of the Audit Committee, effective April 1, 2025.
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 |
Macy’s Nominees for Director
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Macy’s Nominees for Director
Our director nominees provide an effective mix of experience, perspectives, and backgrounds.
Macy’s Nominees for Director
| MACY’S, INC. 2025 PROXY STATEMENT | 3 |
2024 Compensation Program Design
| ● | The incentive plans were designed to motivate and engage the organization and leadership with linkages to strategy, business plan and financial performance. |
2024 Compensation Program Design
| ● | Annual incentive plan metrics included a 70% weighting on financial goals, with total revenue and Adjusted EBITDA weighted 35% each, and a 30% weighting on a customer measure, Net Promoter Score (NPS). |
2024 Compensation Program Design
| ● | The long-term incentive plan continued to consist of a mix of 50% PRSUs and 50% RSUs for all NEOs. The 2024 PRSU plan included two equally weighted metrics: relative shareholder return (rTSR), measured from 2024 through 2026, and a return to 3-year Adjusted EBITDA margin, with its 50% weighting allocated 20%, 15% and 15% to the 2024, 2025 and 2026 performance periods, respectively. Targets for all metrics were set at the beginning of the three-year performance period. |
2024 Compensation Program Design
| ● | The payout ranges in both the annual and long-term incentive plans were 25% – 200% of target, consistent with 2023 incentive design. |
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| ● | $29 million was raised and donated to benefit communities across the country through various social impact programs, including national customer campaigns, corporate grants and colleague contributions |
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| ● | 68,000 volunteer hours from colleagues |
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| ● | Directed $19 million to nonprofit organizations that support our commitment to youth empowerment, by funding programs that support the mental health, mentorship and education of young people, as well as environmental stewardship |
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| ● | Examined ways to improve our customers’ experience, engagement and commitment through our Customer Bill of Rights, L.E.A.R.N. process and store leaders who encourage a welcoming experience for all customers |
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| ● | Leveraged partnerships to support our initiatives, including World Wildlife Fund (WWF), Planet Water Foundation, RISE: Reimagining Industry to Support Equality, and Ethical Supply Chain Program: Family-Friendly Spaces |
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| ● | Identified key colleagues as Sustainability Ambassadors to lead the work in embedding and building awareness for sustainability across the enterprise |
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(1) Highlights are enterprise-wide unless otherwise stated.
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| MACY’S, INC. 2025 PROXY STATEMENT | 5 |
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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 2026 or until his or her successor is duly elected and qualified. Sara Levinson, who has served as a director since 1997, has not been nominated to stand for reelection to the Board and will retire from the Board as of the date of the Annual Meeting in accordance with our director retirement policy. We thank Ms. Levinson for her many years of service to Macy’s and our shareholders. We also recently appointed a new director, Robert B. Chavez, to our Board, effective April 1, 2025. Effective as of the Annual Meeting, the Board has approved the reduction of the size of the Board from 14 to 13 members. Information regarding Macy’s director nominees is set forth below. Ages are as of March 20, 2025. 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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| MACY’S, INC. 2025 PROXY STATEMENT | 7 |
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Nominees for Election as Directors:
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| | | | Emilie Arel President, Mitchell & Ness Nostalgia Co. Independent Age: 47 Director Since: 2022 Committees: ● CMD ● NCG Previous Public Directorships During Last Five Years: Casper Sleep Inc. | Professional Background ● President, Mitchell & Ness Nostalgia Co., a clothing company (2025 to Present) ● Chief Executive Officer, Casper Sleep Inc., a sleep products company (2021 to 2024), President (2019 to 2024) ● Chief Commercial Officer, Casper Sleep Inc. (2019 to 2021) ● Chief Executive Officer, FULLBEAUTY Brands Inc. (2017 to 2019) ● Chief Executive Officer, Quidsi Inc. (2015 to 2017), Senior Vice President, Retail, Merchandising and Supply Chain (2014 to 2015) ● Various leadership positions, The Gap, Inc. (2007 to 2014) including Vice President and General Manager, Kids and Brand Licensing, Old Navy (2013 to 2014), Vice President, Stores, Old Navy (2012 to 2013) ● Various leadership positions, Target Corporation (2001 to 2004) Relevant Skills and Experience ● Leadership Experience – Ms. Arel is a three-time CEO with over two decades of experience serving in senior leadership positions at large publicly traded companies. As CEO of Casper Sleep, she oversaw multiple transactions including its 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. |
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| | | | Torrence N. Boone Vice President, Global Client Partnerships, Google LLC Independent Age: 55 Director Since: 2019 Committees: ● Audit ● NCG | Professional Background ● Vice President, Global Client Partnerships, Google LLC, a technology company (2010 to Present) ● Chief Executive Officer, Team Dell, a division of WPP (2008 to 2010) ● President and General Manager, Digitas (2001 to 2008) and Avenue A, now Razorfish (1999-2000) ● Senior Manager, Bain & Company (1995 to 2000) Relevant Skills and Experience ● Leadership Experience – Mr. Boone has served as the Vice President of Global Client Partnerships at Google LLC since 2010, and leads a team focused on large scale global strategic partnerships across a portfolio of the world’s largest global advertisers, spanning the tech, health, beauty and consumer packaged goods industries, to achieve breakthrough marketing results. Mr. Boone previously held senior agency leadership positions at WPP & Publicis. He was named by Savoy Magazine as one of the Top 100 Most Influential Blacks in Corporate America and one of the Most Influential Black Corporate Directors. Mr. Boone has also been named to the Financial Times UPstanding Leaders' List and the Crain’s NY Power 25 List. ● Sales and Marketing and Technology Experience – Mr. Boone possesses over two decades of experience in advertising, marketing and technology, most recently in his role at Google, a multinational technology company. Mr. Boone is a well-respected leader in the advertising industry, with a depth of knowledge and experience particularly in digital marketing. ● Industry Knowledge and Experience – Through his experience at Google, Mr. Boone brings multigenerational knowledge and a global view of the consumer. He was also a senior manager at Bain & Company, where he advised a broad range of clients on corporate and business strategy, mergers and acquisitions, new product development and interactive strategy for five years. |
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| MACY’S, INC. 2025 PROXY STATEMENT | 9 |
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| | | | Marie Chandoha Former President and Chief Executive Officer, Charles Schwab Investment Management, Inc. Independent Age: 63 Director Since: 2022 Committees: ● Audit (Chair) ● Finance Other Current Public Directorships: Dynex Capital, Inc. State Street Corporation | Professional Background: ● President and Chief Executive Officer, Charles Schwab Investment Management, Inc. (2010 to retirement in 2019) ● Managing Director and Global Head, Fixed Income Business of BlackRock, Inc. (2009 to 2010) ● Global Head, Fixed Income Business of Barclays Global Investors, Inc. (acquired by BlackRock, Inc. in 2009) (2007 to 2009) ● Co-Head and Senior Portfolio Manager, Montgomery Fixed Income, Wells Capital Management Incorporated (1999 to 2007) ● Senior Bond Strategist, The Goldman Sachs Group, Inc. (1996 to 1999) ● Various leadership positions, Credit Suisse Group AG (1986 to 1996) Relevant Skills and Experience ● Leadership Experience – Ms. Chandoha has over 35 years of leadership experience as a former Chief Executive Officer and senior executive in the financial services industry, in addition to currently serving on public company boards. She has a track record of transforming previously underperforming businesses, scaling them and creating value. Most recently, she served as President and Chief Executive Officer of Charles Schwab Investment Management for nearly ten years, where she led the company’s product and technology transformation, improving profitability and more than doubling the firm’s assets under management. ● Finance Experience – Beyond Charles Schwab Investment Management, Ms. Chandoha’s career in financial services has spanned executive roles at major global financial institutions, including leading the fixed income business of Barclays Global Investors and BlackRock. Her core competencies include finance, investment management, strategy, regulatory dynamics and risk management, among others. Ms. Chandoha serves as Chair of the Risk Committee and Member of the Audit Committee on the State Street Corporation board, and American Banker recognized her each year from 2014 to 2018 as one of the 20 Most Powerful Women in Finance. ● ESG Experience – Ms. Chandoha has built a reputation for developing inclusive, 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 served on the board of trustees of the Nature Conservancy of California from 2010 to 2024 and served as Chairwoman from 2023 to 2024. |
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| | | | Robert B. Chavez Former President and Chief Executive Officer, Hermès Americas, a division of Hermès International Société Independent Age: 70 Director Since: 2025 Committee: ● Audit | Professional Background ● President and Chief Executive Officer, Hermès Americas, a division of Hermès International Société, a luxury clothing brand (2000 to retirement in 2025) ● Chief Executive Officer, Etienne Aigner Group, Inc. (1992 to 2000) ● President, Merchandising, Macy’s, Inc. (1992 to 1992) ● Senior Vice President, Macy’s, Inc. (1988 to 1992) ● Vice President, Divisional, Macy’s, Inc. (1986 to 1988) ● Manager, Merchandise, Divisional, Bloomingdale’s, Inc. (1977 to 1986) Relevant Skills and Experience ● Leadership Experience – Mr. Chavez is an established and well-respected leader in the retail industry. Most recently, he served as the President and Chief Executive Officer of Hermès Americas from 2000 to 2025. Prior to this, he served for eight years as the CEO of Etienne Aigner Group, a Munich-based luxury fashion house. Mr. Chavez began his retail career in the Bloomingdale’s Executive Development program and later moved to Macy’s as a Divisional Merchandising manager. ● Industry Knowledge and Experience – Mr. Chavez has spent the entirety of his career in the retail space, with a focus on luxury. During his tenure as President and Chief Executive Officer of Hermès Americas, he oversaw operations in the U.S., Canada and Latin America, which included growing the e-commerce business, expanding product offerings and adding new stores to the brand's portfolio. In his role as CEO of Etienne Aigner Group, he gained extensive experience across manufacturing, wholesale, and global retail. He also served in merchandising roles of increasing responsibility at both Bloomingdale’s and Macy’s, Inc. earlier in his career. ● Sales and Marketing Experience – Through his background at Hermès Americas, Etienne Aigner Group and Macy’s, Inc., Mr. Chavez has deep knowledge across sales, marketing and e-commerce. During his tenure at Hermès, the Company added 20 U.S. boutiques, and in 2021, grossed a revenue for the Americas of about $1.8 billion. Under his leadership, Hermès became one of the first luxury retail companies with an e-commerce website. |
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| MACY’S, INC. 2025 PROXY STATEMENT | 11 |
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| | | | Naveen K. Chopra Executive Vice President and Chief Financial Officer, Paramount Global Independent Age: 51 Director Since: 2023 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, a diversified media conglomerate (2020 to Present) ● Vice President and Chief Financial Officer, Devices and Services Worldwide, Amazon.com, Inc., a technology company (2019 to 2020) ● Chief Financial Officer, Pandora Media, Inc. (acquired by Sirius XM Holdings in 2019) (2017 to 2019), Interim Chief Executive Officer (during 2017) ● Various leaderships positions, TiVo Corporation (2003 to 2016) including Interim Chief Executive Officer and Chief Financial Officer (2016), Chief Financial Officer and Senior Vice President, Corporate Development and Strategy (2012 to 2016), Senior Vice President, Corporate Development (2009 to 2012), Vice President, Global Development (2006 to 2009), Director, Business Development (2003 to 2006) Relevant Skills and Experience ● Leadership Experience – Mr. Chopra brings over 20 years of experience as a senior executive of large publicly traded companies across the consumer, technology and media industries through phases of growth and transformation. 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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| | | | Richard Clark Founder and Managing Partner, Burnside Investments LLC and Co-Founder and Managing Partner, WatermanCLARK Independent Age: 66 Director Since: 2024 Committees: ● Audit ● Finance Other Current Public Directorships: Captivision Inc. Previous Public Directorships During Last Five Years: Brookfield Property Partners LP | Professional Background ● Founder and Managing Partner, Burnside Investments LLC, an investment office focused on real estate investments (2024 to Present) ● Co-Founder and Managing Partner of WatermanCLARK, a real estate investment and operating company (2020 to Present) ● Chairman and Chief Executive Officer of Brookfield Property Group, Brookfield Property Partners (NASDAQ: BPYPP) and Brookfield Office Properties, real estate companies (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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| MACY’S, INC. 2025 PROXY STATEMENT | 13 |
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| | | | Deirdre P. Connelly Former President, North American Pharmaceuticals, GlaxoSmithKline Independent Age: 64 Director Since: 2008 Committees: ● CMD ● NCG (Chair) Other Current Public Directorships: Lincoln National Corporation Genmab A/S Sarepta Therapeutics, Inc. | Professional Background ● President, North American Pharmaceuticals of GlaxoSmithKline, a pharmaceutical and biotechnology company (2009 to retirement in 2015) ● President, U.S. Operations, Eli Lilly and Company (2005 to 2009) ● Senior Vice President, Human Resources, Eli Lilly and Company (2004 to 2005) ● President, Women’s Health Business, U.S. Operations, Eli Lilly and Company (2001 to 2003) Relevant Skills and Experience ● Leadership Experience – Ms. Connelly possesses many years of leadership experience as a senior executive of large publicly traded companies with global operations. Notably, she served in senior leadership roles at global pharmaceutical companies including Eli Lilly, where her responsibilities included leading an R&D global product development organization, and GlaxoSmithKline, where she also served as Co-Chair of the Global Product Investment Board for six years. For nine consecutive years, Ms. Connelly was recognized by Fortune magazine as one of the 50 most powerful women in business and was listed on Forbes 100 World’s Most Powerful Women in 2011. ● Sales and Marketing Experience – Ms. Connelly’s decades of experience in senior executive positions provide her with extensive knowledge and expertise in strategy, operations, product development, brand marketing and merchandising. From her roles at Eli Lilly and GlaxoSmithKline, she has gained deep insight into building strong organizations and marketing to defined customer segments. ● R&D and Product Development – Ms. Connelly led an R&D global product development organization at Eli Lilly and Co-Chaired the Global Product Investment Board at GlaxoSmithKline for six years. ● Human Capital Management and 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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| | | | Jill Granoff Senior Advisor, Eurazeo Brands Independent Age: 62 Director Since: 2022 Committees: ● CMD (Chair) ● Finance Previous Public Directorships During Last Five Years: Unibail-Rodamco-Westfield SE | Professional Background ● Senior Advisor, Eurazeo Brands, an investment company (2024 to Present), Managing Partner, Eurazeo (2020 to 2024), Chief Executive Officer, Eurazeo Brands (2017 to 2024) ● Chief Executive Officer, Vince Holding Corp. (2013 to 2015), Chief Executive Officer, Kellwood Company, LLC (2012 to 2013) ● Chief Executive Officer, Kenneth Cole Productions, Inc. (2008 to 2011) ● Executive Vice President, Direct Brands, Liz Claiborne, Inc. (2007 to 2008), Group President, Direct to Consumer (2006 to 2007) ● Various senior leadership positions, L Brands Inc. (1999 to 2006), including President and Chief Operating Officer, Victoria’s Secret Beauty (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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| MACY’S, INC. 2025 PROXY STATEMENT | 15 |
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| | | | Richard L. Markee Former Chairman and Chief Executive Officer, Vitamin Shoppe, Inc. Independent Age: 71 Director Since: 2024 Committees: ● Finance ● NCG Other Current Public Directorships: Five Below, Inc. | Professional Background ● Non-Executive Chairman, Vitamin Shoppe, Inc., a nutritional supplement retailer (2007 to 2009, 2016), Executive Chairman, Vitamin Shoppe, Inc. (2011 to 2016), Chief Executive Officer and Chairman of the Board, Vitamin Shoppe, Inc. (2009 to retirement in 2011) ● Senior management positions, Toys “R” Us, Inc. (1990 to 2006), including Vice Chair of Toys “R” Us, Inc. and President of the Babies “R” Us and the Toys “R” Us U.S. and international operation divisions (2004 to 2006) ● Operating Partner, Irving Place Capital Management, L. P. (2008 to 2009 ● Operating Partner, Bear Stearns Merchant Banking (2006 to 2008) ● Various positions at Target Corporation, including buyer, Director Internal Operations and Vice President Divisional Merchandise Manager (1981 to 1990) Relevant Skills and Experience ● Leadership Experience – Mr. Markee brings over 30 years of leadership experience to the Board, having served in various leadership roles at large public companies. Throughout his time at Toys “R” Us, Mr. Markee developed a new business in Babies “R” Us and at Vitamin Shoppe led the organization through an IPO. He has extensive private and public company experience and has also previously served as a director of Collective Brands, Inc., The Sports Authority, Inc., Dorel Industries, Toys “R” Us, and Pets Supplies Plus. ● Industry Knowledge and Experience – Mr. Markee has deep expertise and insight in leading large retail organizations, including serving as CEO of Vitamin Shoppe, Inc. where he was responsible for the day-to-day operations, including its retail and direct businesses. Mr. Markee, during his 16 years at Toys “R” Us, was responsible for each division of the company as President of Kids “R” Us, Babies “R” Us and Toys “R” Us domestic and international. Additionally, Mr. Markee served as an Operating Partner at Irving Place Management and Bear Stearns Merchant Banking, two private equity firms focused on growth capital investments in companies in the consumer and retail industries. ● Sales and Marketing Experience – Mr. Markee’s decades of experience in senior executive positions within the retail industry provide him with extensive knowledge and expertise in strategy, operations, sales and marketing. Mr. Markee has been involved in the development and implementation of numerous business strategies while serving as a Director and as the leader of multiple business units. |
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| | | | Douglas W. Sesler Executive Chairman, Washington Prime Group Inc. and Founder and President, Fair Street Partners Independent Age: 63 Director Since: 2024 Committees: ● CMD ● NCG Other Current Public Directorships: Urban Edge Properties Previous Public Directorships During Last Five Years: Gazit Globe Ltd., now G City | Professional Background: ● Executive Chairman, Washington Prime Group Inc., a real estate investment trust (2024 to Present) ● Founder and President, Fair Street Partners, a private real estate investment and development platform (2021 to Present) ● 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 40 years of leadership experience, having served in senior roles at Macy’s, Inc., Washington Prime Group Inc. and Bank of America Merrill Lynch and Citigroup, leading domestic and global real estate and investment teams. As founder of Fair Street Partners, 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. |
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| MACY’S, INC. 2025 PROXY STATEMENT | 17 |
2024 Highlights(1)
| | | | Tony Spring Chairman and Chief Executive Officer, Macy’s, Inc. Age: 60 Director Since: 2023 | Professional Background ● Chairman and Chief Executive Officer, Macy’s, Inc. (2024 to Present) ● President and CEO-Elect, Macy’s, Inc. (2023 to 2024) ● Executive Vice President, Macy’s, Inc. (2021 to 2023) ● Chairman and Chief Executive Officer, Bloomingdale’s (2014 to 2023) ● President and Chief Operating Officer, Bloomingdale’s (2008 to 2014) ● Executive Vice President, Bloomingdale’s (2004 to 2008) Relevant Skills and Experience ● Leadership Experience – Mr. Spring has over three decades of experience with Macy’s, Inc. and currently serves as Chairman and Chief Executive Officer of the company. He is a proven, results-oriented leader, who has been instrumental in the development and execution of the company’s transformation as a key member of the executive leadership team. Prior to being appointed Chief Executive Officer of Macy’s, Inc., Mr. Spring served as Chairman and Chief Executive Officer of Bloomingdale’s. Previously, he served as Executive Vice President of Macy’s. Inc. and oversaw Bluemercury. ● Industry Knowledge and Experience – Mr. Spring has extensive knowledge of merchandising, marketing, and operations for brick-and-mortar and online retail, having worked across functions at Bloomingdale’s for over 25 years, most recently serving as Chairman and Chief Executive Officer from 2014 to 2023. Mr. Spring serves as a member of the Executive Committee of the National Retail Federation and recently served as the board chair for the National Retail Federation Foundation. ● Sales and Marketing Experience – Mr. Spring has been a customer-focused innovator during his more than three decades with Macy’s, Inc., known for his brand-building and merchandising talents. As Chairman and Chief Executive Officer of Bloomingdale’s, he drove the successful transformation of the nameplate, leading the business to record sales volumes and customer engagement. Mr. Spring was responsible for the introduction and growth of luxury brands and accelerated growth of Bloomingdale’s Digital business, expanding brands, functionality, and launching marketplace. He also repositioned Bluemercury into a vibrant and growing nameplate for the company. |
2024 Highlights(1)
| 18 | |
2024 Highlights(1)
| | | | Paul C. Varga Former Chairman and Chief Executive Officer, Brown-Forman Corporation Lead Independent Director Age: 61 Director Since: 2012 Committees: ● CMD ● Finance (Chair) Other Current Public Directorships: Churchill Downs Incorporated | Professional Background: ● Chairman and Chief Executive Officer, Brown-Forman Corporation, a spirits and wine company (2007 to retirement at end of 2018 from both positions and remained as a Director until mid-2019) ● President and Chief Executive Officer, Brown-Forman Beverages, a division of Brown-Forman Corporation (2003 to 2005) ● Global Chief Marketing Officer, Brown-Forman Spirits (2000 to 2003) Relevant Skills and Experience: ● Leadership Experience – Mr. Varga brings tremendous leadership experience as the former Chief Executive Officer of a global, publicly traded consumer products company. At Brown-Forman, he significantly expanded the company’s global presence, initiated meaningful brand innovations, and oversaw some of the highest and most consistent growth rates in the distilled spirits industry. He also brings valuable experience gained as a public company board member. ● Sales and Marketing Experience – Mr. Varga brings extensive knowledge and expertise in strategy, building brand awareness, product development, marketing, distribution and sales, all of which complements our Board’s skillset. Upon his retirement 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 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. |
2024 Highlights(1)
| MACY’S, INC. 2025 PROXY STATEMENT | 19 |
2024 Highlights(1)
| | | | Tracey Zhen Chief Executive Officer, Caring.com Independent Age: 48 Director Since: 2021 Committees: ● Audit ● NCG | Professional Background: ● Chief Executive Officer and member of the Board, Caring.com, an online senior care platform (2024 to Present) ● President, Zipcar, a car sharing platform (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 to 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. |
2024 Highlights(1)
| 20 | |
Compensation Risk Assessment
| ● | Appropriate pay philosophy, peer group and market positioning to support business objectives |
Compensation Risk Assessment
| – | Cash and equity mix |
Compensation Risk Assessment
| – | Use of multiple performance metrics in the incentive plans |
Fiscal 2024 Director Compensation Program
Fiscal 2024 Director Compensation Program Non-Employee Directors were entitled to receive the following compensation in fiscal 2024:
Fiscal 2024 Director Compensation Program
| TYPE OF COMPENSATION | AMOUNT OF COMPENSATION | | Board Retainer | $90,000 annually | | Audit Committee Chair Retainer | $30,000 annually | | Other Committee Chair Retainer | $25,000 annually | | Committee (non-chair) Member Retainer | $10,000 annually | | Lead Independent Director Retainer | $30,000 annually | | Equity Grant | Annual award of restricted stock units with a targeted value of $160,000 | | Matching Philanthropic Gift | Up to $500 annually |
Fiscal 2024 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 2024 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.
Fiscal 2024 Director Compensation Program
| MACY’S, INC. 2025 PROXY STATEMENT | 37 |
Fiscal 2024 Director Compensation Program
Non-Employee Directors and retired Non-Employee Directors may participate in the Company’s philanthropic matching gift program on the same terms as all regular employees. Macy’s matches gifts of up to a total of $500 made by the Non-Employee Director to qualifying charities in any calendar year. 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.
Director Compensation Program Review
Director Compensation Program Review In December 2024, 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 2023 – 2024 National Association of Corporate Directors (NACD) Director Compensation survey as a secondary reference. Semler Brossy found that Macy’s current average total Non-Employee Director pay is positioned below the peer median for the second consecutive year, the mix of pay (41% cash and 59% equity) is consistent with peers, committee member and chair retainers vary versus peers and lead independent director retainer is positioned the lowest among the peer group but near the NACD survey median.
Fiscal 2024 Non-Employee Director Compensation Table
Fiscal 2024 Non-Employee Director Compensation Table The following table reflects the compensation for each Non-Employee Director for fiscal 2024. Mr. Spring did not receive separate compensation for service as a Director. Mr. Chavez is not included in this table because he did not serve on the Board during 2024.
2024 Director Compensation
2024 Director Compensation
2024 Director Compensation
| | FEES EARNED OR | STOCK | ALL OTHER | | | | PAID IN CASH(1) | AWARDS(2) | COMPENSATION(3) | TOTAL | | NAME | ($) | ($) | ($) | ($) | | Emilie Arel | 110,000 | 159,993 | 1,644 | 271,637 | | Francis S. Blake (4) | 20,833 | - | 2,594 | 23,428 | | Torrence N. Boone | 110,000 | 159,993 | - | 269,993 | | Ashley Buchanan (5) | 82,500 | 159,993 | 12 | 242,505 | | Marie Chandoha | 130,000 | 159,993 | 4,343 | 294,336 | | Naveen K. Chopra | 110,000 | 159,993 | - | 269,993 | | Richard Clark (6) | 84,167 | 159,993 | 215 | 244,375 | | Deirdre P. Connelly | 125,000 | 159,993 | 3,440 | 288,433 | | Jeff Gennette (4) | 112,500 | - | - | 112,500 | | Jill Granoff | 125,000 | 159,993 | 5,556 | 290,549 | | William H. Lenehan (7) | 82,500 | 159,993 | 385 | 242,878 | | Sara Levinson | 110,000 | 159,993 | 317 | 270,310 | | Richard L. Markee (6) | 84,167 | 159,993 | 37 | 244,196 | | Douglas W. Sesler (6) | 82,500 | 159,993 | 1,300 | 243,793 | | Paul C. Varga | 152,500 | 159,993 | 3,745 | 316,238 | | Tracey Zhen | 110,000 | 159,993 | 866 | 270,859 |
2024 Director Compensation
| (1) All cash compensation is reflected in the “Fees Earned or Paid in Cash” column, whether paid currently in cash or deferred as cash or as stock unit credits under the Director Deferred Compensation Plan. Directors electing to defer all or a portion of their cash fees as stock units and the number of stock units credited were: Mr. Lenehan – 5,159 units, Mr. Clark – 2,215 units and Mr. Markee – 2,215 units. |
2024 Director Compensation
| (2) The Non-Employee Directors elected at the 2024 annual shareholders meeting received 8,209 RSUs on May 17, 2024, valued at $19.49 per share, which was the closing price of our common stock on the grant date. The following table shows the number of deferred stock unit credits (under the Director Deferred Compensation Plan) and RSUs held by each of the Non-Employee Directors as of the end of fiscal 2024: |
2024 Director Compensation
| | DEFERRED STOCK | RESTRICTED STOCK | | | UNIT CREDITS | UNITS | | NAME | (#) | (#) | | Arel | 16,292 | 8,209 | | Blake | - | - | | Boone | 57,537 | 8,029 | | Buchanan (5) | 24,462 | - | | Chandoha | 21,446 | 8,209 | | Chopra | 11,667 | 8,209 | | Clark | 2,237 | 8,209 | | Connelly | 118,208 | 8,209 | | Gennette | - | - | | Granoff | 21,446 | 8,209 | | Lenehan (7) | 85,413 | 3,631 | | Levinson | 159,229 | 8,209 | | Markee | 2,237 | 8,209 | | Sesler | - | 8,209 | | Varga | 104,265 | 8,209 | | Zhen | 24,717 | 8,209 |
2024 Director Compensation
| MACY’S, INC. 2025 PROXY STATEMENT | 39 |
2024 Director Compensation
| (3) “All Other Compensation” consists of the items shown below. Merchandise discounts are credited to the Directors’ Macy’s charge accounts. |
2024 Director Compensation
| | MERCHANDISE | | | | DISCOUNT | TOTAL | | NAME | ($) | ($) | | Arel | 1,644 | 1,644 | | Blake | 2,594 | 2,594 | | Boone | - | - | | Buchanan | 12 | 12 | | Chandoha | 4,343 | 4,343 | | Chopra | - | - | | Clark | 215 | 215 | | Connelly | 3,440 | 3,440 | | Gennette | - | - | | Granoff | 5,556 | 5,556 | | Lenehan | 385 | 385 | | Levinson | 317 | 317 | | Markee | 37 | 37 | | Sesler | 1,300 | 1,300 | | Varga | 3,745 | 3,745 | | Zhen | 866 | 866 |
2024 Director Compensation
| (4) Messrs. Blake and Gennette ceased serving on the Board on April 10, 2024. |
2024 Director Compensation
| (5) Mr. Buchanan ceased serving on the Board on November 25, 2024 and forfeited the RSUs granted in May 2024. |
2024 Director Compensation
| (6) Messrs. Clark, Markee and Sesler joined the Board effective April 10, 2024. |
2024 Director Compensation
| (7) Mr. Lenehan ceased serving on the Board on October 25, 2024 and the Board approved prorating the RSUs granted in May 2024 based on his resignation date. |
Our Named Executive Officers
Our Named Executive Officers
Our Named Executive Officers
| Tony Spring Age: 60 Chairman and Chief Executive Officer since 2024 | Years with Macy’s: 37 See Mr. Spring’s biography on page 18 of this proxy statement |
Our Named Executive Officers
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Our Named Executive Officers
| Adrian V. Mitchell Age: 51 Chief Operating Officer since 2023 and Chief Financial Officer since 2020 | Years with Macy’s: 4 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: 49 Chief Human Resources Officer since 2017 and Chief Corporate Affairs Officer since 2024 Former Chief Transformation Officer from 2020 to 2023 | Years with Macy’s: 7 PRIOR CAREER HIGHLIGHTS American Airlines SVP, People Chief Human Resources Officer Darden Restaurants Chief Human Resources Officer ACI Worldwide Head of Human Resources Conagra Brands VP, Human Resources EDUCATION B.A., Business Administration, Illinois State University |
Our Named Executive Officers
| MACY’S, INC. 2025 PROXY STATEMENT | 51 |
Our Named Executive Officers
| Tracy M. Preston Age: 58 Chief Legal Officer and Corporate Secretary since 2024 | Years with Macy’s: 1 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 | | Olivier Bron Age: 47 Chief Executive Officer, Bloomingdale’s since 2023 | Years with Macy’s: 1 PRIOR CAREER HIGHLIGHTS Central Group and Robinson Department Stores, Thailand Chief Executive Officer Galeries Lafayette/BHV Marais Chief Operating Officer Bain & Company Principal EDUCATION Master’s Degree in Engineering, ECAM in Lyon, France Master’s Degree in Strategic Management, Hautes Etudes Commerciales, Paris, France |
2024 Business Highlights*
| ● | Prioritized a healthy capital structure while continuing to invest in long-term profitable growth. |
2024 Compensation Program Design Highlights
| ● | The incentive plans were designed to motivate and engage the organization and leadership with linkages to our strategy, business plan and financial performance. |
2024 Compensation Program Design Highlights
| ● | Annual incentive plan metrics included a 70% weighting on financial goals, with total revenue and Adjusted EBITDA weighted 35% each, and a 30% weighting on a customer measure, Net Promoter Score (NPS). |
2024 Compensation Program Design Highlights
| ● | The long-term incentive plan continued to consist of a mix of 50% PRSUs and 50% RSUs for all NEOs. The 2024 PRSU plan included two equally weighted metrics: rTSR, measured from 2024 through 2026, and a return to 3-year Adjusted EBITDA margin, with its 50% weighting allocated 20%, 15% and 15% to the 2024, 2025 and 2026 performance years, respectively. Targets for all metrics were set at the beginning of the three-year performance period. |
2024 Compensation Program Design Highlights
| ● | The payout ranges in both the annual and long-term incentive plans were 25% – 200% of target, consistent with 2023 incentive design. |
Our Results
| ● | Performance against each of the Digital Sales and comparable store sales metrics was below the threshold performance level, resulting in no payout with respect to such metrics. |
2024 CEO Pay
| ● | This realized pay is consistent with target performance in the 2024 STI plan and below target performance in the 2022 – 2024 PRSU plan. |
2024 CEO Pay
Realized equity compensation is calculated based on the value of the PRSUs earned (excluding dividend equivalents) for the 2022 – 2024 plan that concluded in fiscal 2024, the RSUs at the time of vesting and, if applicable, the realized value of stock options upon exercise. CEO Target vs. Realized Compensation
COMPENSATION MIX: FOCUS ON AT RISK PAY AND BALANCE OF SHORT- AND LONG-TERM INCENTIVES
COMPENSATION MIX: FOCUS ON AT RISK PAY AND BALANCE OF SHORT- AND LONG-TERM INCENTIVES Within our primary pay elements of base salary, performance-based annual incentive and long-term incentives, we emphasize at risk pay over fixed pay with at least 70% of our NEOs’ target direct compensation linked to a variety of metrics, including pre-determined performance objectives (financial and strategic) and/or stock price performance. The program also balances the importance of achievement of short-term and long-term objectives.
COMPENSATION MIX: FOCUS ON AT RISK PAY AND BALANCE OF SHORT- AND LONG-TERM INCENTIVES
| 56 | |
2024 Short-Term and Long-Term Incentive Programs
2024 Short-Term and Long-Term Incentive Programs The designs of the 2024 programs support the achievement of the Bold New Chapter strategy and include key financial measures and a focus on the customer, while reflecting continued uncertainty in the macro environment at the time plans were set.
2024 Short-Term and Long-Term Incentive Programs
| MACY’S, INC. 2025 PROXY STATEMENT | 57 |
Key Features of the 2024 Incentive Program
Key Features of the 2024 Incentive Program
Key Features of the 2024 Incentive Program
| PROGRAM | PERFORMANCE | METRIC WEIGHT | RATIONALE | | Short-Term Incentive Plan (STI) | ● Total Revenue ● Adjusted EBITDA ● Omni net Promoter Score (NPS) | 35% 35% 30% | ● 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 ● Omni NPS galvanizes our colleagues around the customer and places emphasis on service and experience across all channels and brands ● Consistent metric weighting is used for Bloomingdale’s CEO but with additional line of sight into brand performance: 71% of financial goals and 100% of NPS goals are allocated to brand results, with the remaining portion focused on Macy’s, Inc. financial results. | | Long-Term Incentive Plan (LTI) | Mix of PRSUs and time-based RSUs, allocation equally weighted, 50% each: PRSU performance metrics: ● rTSR for 2024 – 2026 compared to the S&P Retail Select Industry Index Peer Group ● 3-year Adjusted EBITDA Margin (2024 – 2026) | 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 ● Adjusted EBITDA margin focuses on a key bottom-line financial metric, which reflects our focus on profitable sales and operating efficiency |
Key Features of the 2024 Incentive Program
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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 | | 60 | | ● Measure performance against both annual and multi-year periods | | 60 | | ● Set performance goals at levels high enough to encourage strong performance, but within reasonably attainable parameters to discourage excessive risk taking | | 26 | | ● Cap performance-based compensation payouts | | 62 | | | We adhere to executive compensation best practices | | | ● Provide modest perquisites with reasonable business rationale | | 63 | | ● Conduct annual say-on-pay vote | | 47 | | ● Constitute the CMD Committee with only independent directors | | 28 | | ● 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 | | 62 | | ● Provide for recoupment of cash and equity incentive compensation in certain circumstances | | 66 | | ● Prohibit hedging and pledging transactions by directors and executive officers | | 67 | | ● Utilize a compensation consultant independent of management | | 65 | | ● Provide a reasonable post-employment change-in-control plan | | 78 | | ● Equity awards are subject to “double-trigger” vesting in the event of a change-in-control | | 63 |
Executive Compensation Practices
| What We Don’t Do | | | ● Do not provide excise tax gross-ups upon a change-in-control | N/A | | ● Do not provide individual employment contracts | N/A | | ● Do not reprice or buyout for cash underwater stock options without shareholder approval | N/A | | ● Do not provide individual change-in-control agreements | 79 |
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. |
CHAIRMAN AND CEO
| ● | Target annual incentive of 200% of base salary |
CHAIRMAN AND CEO
| ● | Target annual long-term incentive value of $8,500,000, in a combination of equally weighted PRSUs and RSUs. |
CHAIRMAN AND CEO
Additionally, the CMD Committee recommended and the Board approved a one-time $4,000,000 special promotional equity award, in a combination of PRSUs and RSUs, weighted 75% and 25%, respectively. The CMD Committee believes the design of this award helps ensure a long-term outlook by incorporating a 5-year vesting period, which exceeds the vesting periods in our long-term incentive program. Outperformance is further incentivized by linking the majority of the award to key business results as well as capping the maximum payout at target. Additionally, in the event of termination prior to vesting for reasons other than death or disability or as related to a change in control, the award is forfeited.
CHAIRMAN AND CEO
| ● | The RSU component (25%) of the award vests 100% on the fifth anniversary of the grant date. |
2024 ANNUAL INCENTIVE PLAN
2024 ANNUAL INCENTIVE PLAN The NEOs participate in our annual incentive plan under the Senior Executive Incentive Compensation Plan. The annual incentive plan aligns executive compensation with our business strategy and operating performance over short-term (generally one year or less) financial and strategic targets. 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).
2024 ANNUAL INCENTIVE PLAN
| | THRESHOLD | TARGET | MAXIMUM | | NAME | (25% OF TARGET) | (AS % OF BASE SALARY) | (200% OF TARGET) | | Spring | 50.00% | 200% | 400% | | Mitchell | 33.75% | 135% | 270% | | Kirgan | 25.00% | 100% | 200% | | Preston | 18.75% | 75% | 150% | | Bron | 18.75% | 75% | 150% |
2024 ANNUAL INCENTIVE PLAN
Annual Incentive Performance Measures. As shown below, the Committee approved threshold, target and maximum performance levels for each of the performance measures and the payout opportunity for the annual incentive plan. The weightage of the performance measures is 35% Total Revenue, 35% Adjusted EBITDA and 30% Omni Net Promoter Score and a portion of Mr. Bron’s incentive is allocated to Bloomingdale’s performance measures. Annual Incentive Goal Setting and Performance Results. In determining the annual incentive awards for 2024, the CMD Committee assessed performance against the pre-established targets shown in the table below. The performance target zones were set considering the annual business plan and external guidance – which reflect our business strategy and expectations set for shareholders. The targets reflect a rigorous planning process with appropriate consideration of the Company’s new strategy, A Bold New Chapter, which was introduced in February 2024 and our long-term ambitions to return
2024 ANNUAL INCENTIVE PLAN
| MACY’S, INC. 2025 PROXY STATEMENT | 61 |
2024 ANNUAL INCENTIVE PLAN
to sustainable profitable growth. When we entered 2024, we deemed it a transition and investment year in light of it being the initial year of the strategy’s implementation and execution. Dollar amounts are shown in millions. NPS results are compared to the prior year and reflect all-time high performance for both brands. Bloomingdale’s financial performance targets, which are not disclosed because they involve competitively sensitive confidential commercial or financial information, were set at levels necessary to deliver our consolidated performance targets and determined to be challenging at the time set. The annual incentive earned was 108.83% and 100.46% for Mr. Bron and all other NEOs, respectively. The payout amounts for each NEO are shown in the 2024 Summary Compensation Table.
2024 LONG-TERM INCENTIVE PLAN
2024 LONG-TERM INCENTIVE PLAN The annual core equity awards to NEOs consist of PRSUs and RSUs, equally weighted. The 2024 PRSU plan has two equally weighted metrics:
2024 LONG-TERM INCENTIVE PLAN
| ● | rTSR, measured from 2024 through 2026 and using the S&P Retail Select Index as the peer group |
2024 LONG-TERM INCENTIVE PLAN
| ● | Adjusted EBITDA margin, which returned to a 3-year measure with its 50% weighting allocated 20%, 15% and 15% to the 2024, 2025 and 2026 performance years, respectively. Targets for all years were established at the beginning of the 3-year performance period. |
2024 LONG-TERM INCENTIVE PLAN
| ● | PRSUs granted in fiscal 2024 vest, if earned, following the end of fiscal 2026 based on achievement of performance targets. |
2024 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. |
2024 LONG-TERM INCENTIVE PLAN
| – | If Macy’s absolute TSR over the performance period is negative, any payout earned is capped at target. |
2024 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. |
2024 LONG-TERM INCENTIVE PLAN
| – | To earn a target level award, rTSR performance is required to be at the 55th percentile of the peer group. |
2024 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 common stock on the grant date. |
2024 LONG-TERM INCENTIVE PLAN
| 62 | |
2024 LONG-TERM INCENTIVE PLAN
The target number of PRSUs and the number of RSUs granted to each NEO are shown in the 2024 Grants of Plan-Based Awards table.
Fiscal 2022 PRSU Grant
Fiscal 2022 PRSU Grant The performance period for the PRSUs granted in fiscal 2022 concluded as of the end of fiscal 2024. The metrics in the plan were rTSR and 2024 Digital Sales, weighted 60% and 40%, respectively. The payout of 36.06% of target reflects the Digital Sales metric below threshold resulting in no payout, and achievement of the rTSR metric at the 41.7th percentile which is between threshold and target. This plan also featured a payout opportunity based on long-term comparable store sales and no payout was earned for this metric as threshold performance was not achieved.
Benefits
Benefits Retirement and Deferred Compensation Plans. The NEOs participate in our broad-based 401(k) retirement investment plan. The NEOs also participate in a non-qualified deferred compensation plan with features similar to those in the 401(k) plan. Prior to 2014, executives were provided with a supplementary executive retirement plan and a cash balance pension plan. These two defined benefit plans were discontinued in 2013, and the NEOs no longer accrue new benefits under the plans. See beginning on page 75 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 71 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 78 for more information.
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:
Independent Compensation Consultant
| ● | compensation program design; |
Independent Compensation Consultant
| ● | peer group identification and competitive market assessment; |
Independent Compensation Consultant
| ● | market insights and trends in executive compensation; |
Independent Compensation Consultant
| ● | management’s proposed levels of compensation; and |
Independent Compensation Consultant
| ● | governance and regulatory trends. |
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.
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.
Compensation Peer Group
Compensation Peer Group The CMD Committee references comparative compensation data of a peer group of publicly traded retail companies to inform itself of the competitiveness of compensation and program design and believes the data provides directional context for compensation decisions. The CMD Committee recognizes that due to factors unique to Macy’s, including business model and strategies, scope and complexity of jobs, and specific talent needs, as well as executive changes within the peer group and year-over-year changes in survey data, there is an imperfect comparability of NEO positions among companies. Thus, the CMD Committee does not benchmark or target any specific position for compensation components based on peer group data. In August 2024 Semler Brossy completed a peer group review to confirm the appropriateness of the current peers. The methodology to complete this review included a review of industry, size and business model to ensure the resulting group was generally representative of the Company’s business model, balanced larger and smaller companies and included a sufficient number of companies. Following the review, Semler Brossy recommended no changes to the peer group.
Compensation Peer Group
| MACY’S, INC. 2025 PROXY STATEMENT | 65 |
Compensation Peer Group
The CMD Committee concurred with this recommendation. Therefore, the peer group was unchanged and the 2024 Peer Group Companies are shown below.
Compensation Peer Group
| 2024 PEER GROUP COMPANIES | | 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 | | Lowes Companies, Inc. | | Nordstrom, Inc. | | Ross Stores, Inc. | | Target Corporation | | TJX Companies, Inc. | | Ulta Beauty, Inc. | | Williams-Sonoma, Inc. |
Compensation Peer Group
The peer group for 2024 consists of 15 companies. Semler Brossy reviewed the peer group and determined Macy’s last twelve month’s revenue and EBITDA were positioned between median and the 75th percentile and market capitalization near the 25th percentile as of June 2024. The peer group prioritizes apparel-focused department stores and companies with a similar business profile to Macy’s as well as several retailers with a significant portion of revenue through online sales.
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:
Timing of Equity Awards
Timing of Equity Awards The CMD Committee typically approves annual equity-based awards at its annual March meeting. The March meeting occurs after annual financial results are available — at least three weeks after we release our fiscal year-end earnings. The CMD Committee may approve equity-based grants on other dates for purposes such as newly hired executives, executives promoted into positions eligible for such grants, or to retain executives important to the Company. The Company determines a specific calendar of trading blackout dates each year, and equity-based awards are generally not granted on any of the designated trading blackout dates or at other times when there is undisclosed material nonpublic information. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Equity-based awards consist of time-based restricted stock units and performance-based restricted stock units. The Company has not granted stock options since 2019.
2024 Summary Compensation Table
2024 Summary Compensation Table
2024 Summary Compensation Table
| | | | | | | | CHANGE IN | | | | | | | | | | | PENSION | | | | | | | | | | | VALUE AND | | | | | | | | | | NON-EQUITY | NONQUALIFIED | | | | | | | | | | INCENTIVE | DEFERRED | | | | | | | | STOCK | OPTION | PLAN | COMPENSATION | ALL OTHER | | | NAME AND | | SALARY | BONUS | AWARDS(1) | AWARDS | COMPENSATION(2) | EARNINGS(3) | COMPENSATION(4) | TOTAL | | PRINCIPAL POSITION | YEAR | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Tony Spring | 2024 | 1,300,000 | - | 12,341,595 | - | 2,611,960 | 104,391 | 94,162 | 16,452,108 | | Chairman and Chief | 2023 | 975,000 | - | 3,871,353 | - | 781,091 | 100,572 | 49,943 | 5,777,959 | | Executive Officer | 2022 | 850,000 | - | 1,764,721 | - | 464,440 | - | 74,375 | 3,153,536 | | Adrian V. Mitchell | 2024 | 950,000 | - | 3,238,496 | - | 1,288,400 | - | 23,127 | 5,500,023 | | Chief Operating Officer | 2023 | 933,333 | - | 6,193,837 | - | 742,036 | - | 18,197 | 7,887,403 | | and Chief Financial Officer | 2022 | 837,500 | - | 1,764,721 | - | 464,440 | - | 20,417 | 3,087,078 | | Danielle L. Kirgan | 2024 | 850,000 | - | 1,766,438 | - | 853,910 | - | 18,320 | 3,488,668 | | Chief Human Resources | 2023 | 850,000 | - | 1,742,077 | - | 513,995 | - | 17,822 | 3,123,894 | | and Corporate Affairs | 2022 | 850,000 | - | 1,764,721 | - | 464,440 | - | 20,500 | 3,099,661 | | Officer | | | | | | | | | | | Tracy M. Preston | 2024 | 775,000 | - | 1,177,639 | - | 583,924 | - | 128,791 | 2,665,354 | | Chief Legal Officer | 2023 | 49,905 | 840,000 | 629,985 | - | - | - | 10,202 | 1,530,092 | | Olivier Bron | 2024 | 775,000 | - | 1,177,639 | - | 632,574 | - | 4,521 | 2,589,734 | | Chief Executive Officer, | | | | | | | | | | | Bloomingdale's | | | | | | | | | |
2024 Summary Compensation Table
| (1) The amounts in this column for fiscal 2024 include the grant date fair value, calculated in accordance with ASC Topic 718, for PRSUs and RSUs granted in fiscal 2024: |
2024 Summary Compensation Table
| ● | The grant date fair values for regular annual PRSUs awarded were determined by using the weighted average grant date price of approximately $19.25 per share, assuming the “target” number of units is earned. The weighted average grant date price was calculated as follows: (i) $18.50 per share for the portion of the grant subject to an rTSR metric, by using a Monte Carlo simulation analysis, and (ii) $19.99 per share for the portion of the grant subject to 2024 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 $8,183,205 for Mr. Spring, $3,177,003 for Mr. Mitchell, $1,732,897 for Ms. Kirgan and $1,155,277 for Ms. Preston and Mr. Bron. Mr. Spring’s special promotional PRSUs had a grant date fair value of $19.99 per share and target represents the maximum number of units that can be earned. |
2024 Summary Compensation Table
| ● | RSUs were awarded at a grant date fair value of $19.99 per share, except that the RSUs granted to Ms. Preston on February 29, 2024 had a grant date value of $17.44 per share. See 2024 Grants of Plan-Based Awards for number of shares and value of time-based RSU awarded in fiscal 2024. |
2024 Summary Compensation Table
| (2) Amounts in this column for 2023 include erroneously awarded compensation subject to recovery under the Company’s Compensation Clawback Policy as a result of revisions to correct an error to previously issued financial statements. See “Recovery of Erroneously Awarded Compensation.” |
2024 Summary Compensation Table
| (3) We did not pay above-market interest under our executive deferred compensation plan in 2024. The amounts reflected for fiscal 2024 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 2024. 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 5.52% for the CAPP and 5.54% for the SERP. For both the CAPP and SERP, base mortality rates are Pri-2012 White Collar mortality table projected forward to the measurement date using MP-2021. Mortality is projected generationally from the measurement date using scale MP-2021 for both the CAPP and SERP. Scale MP-2021 defines how future mortality improvements are incorporated into the projected mortality table and is based on a blend of Social Security experience and the long-term assumption for mortality improvement rates by the Society of Actuaries’ Retirement Plans Experience Committee. The assumed retirement age used for these calculations was the normal retirement age of 65, as 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. |
2024 Summary Compensation Table
| 70 | |
2024 Summary Compensation Table
| (4) Amounts included in “All Other Compensation” for fiscal 2024 consist of Company benefit plan contributions and the incremental cost to Macy’s of the following perquisites made available to the Named Executives: |
2024 Summary Compensation Table
| | | | DCP | 401(k) | | | | | AIRCRAFT | CAR | MATCHING | MATCHING | | | | | USAGE(a) | PROGRAMS(b) | CONTRIBUTION(c) | CONTRIBUTION | OTHER(d) | TOTAL | | NAME | ($) | ($) | ($) | ($) | ($) | ($) | | Spring | 14,981 | 5,998 | 55,968 | 12,075 | 5,140 | 94,162 | | Mitchell | - | - | 11,052 | 12,075 | - | 23,127 | | Kirgan | - | - | 6,245 | 12,075 | - | 18,320 | | Preston | - | - | - | - | 128,791 | 128,791 | | Bron | - | - | - | 4,521 | - | 4,521 |
2024 Summary Compensation Table
| (a) The CEO is the only Named Executive who is permitted to make personal use of Company aircraft. The amount shown for aircraft usage is calculated based on the cost of fuel and other variable costs associated with the particular personal flights. Spouse and/or other guests may accompany the CEO on some flights, but there are no additional incremental costs associated with their travel on those flights. The CEO is required to reimburse the Company to the extent that the calculated incremental costs associated with his personal usage of Company aircraft in a fiscal year exceed $75,000 in the aggregate. For purposes of calculating the incremental costs associated with personal usage of Company aircraft: |
2024 Summary Compensation Table
| ● | Flights were deemed business or personal based on the purpose of the flight. |
2024 Summary Compensation Table
| ● | If a trip was deemed personal, ferry flights, if any, were included as personal. |
2024 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. |
2024 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. |
2024 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. |
2024 Summary Compensation Table
| (d) The amounts in this column include (i) for Mr. Spring residential security system ($4,087) and system monitoring ($1,053) and (ii) for Ms. Preston relocation expenses ($64,164) and tax gross ups ($64,627). |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards
| | | | | | | | | | ALL OTHER | GRANT | | | | | | | | | | | STOCK | DATE FAIR | | | | | | | | ESTIMATED FUTURE PAYOUTS | | | AWARDS; | VALUE | | | | | ESTIMATED POSSIBLE PAYOUTS | | | UNDER EQUITY INCENTIVE | | | NUMBER OF | OF STOCK | | | | | UNDER NON-EQUITY INCENTIVE | | | PLAN | | | SHARES OF | AND | | | | | PLAN AWARDS | | | AWARDS | | | STOCK OR | OPTION | | | | | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | UNITS | AWARDS | | NAME | AWARD TYPE | GRANT DATE | ($) | ($) | ($)(1) | (#) | (#)(2) | (#) | (#) | ($)(3) | | Spring | Annual Incentive | | 650,000 | 2,600,000 | 5,200,000 | | | | | | | | PRSUs | 3/28/2024 | | | | | 212,606 | | | 4,091,602 | | | PRSUs | 3/28/2024 | | | | | 150,075 | | | 2,999,999 | | | RSUs | 3/28/2024 | | | | | | | 212,606 | 4,249,994 | | | RSUs | 3/28/2024 | | | | | | | 50,025 | 1,000,000 | | Mitchell | Annual Incentive | | 320,625 | 1,282,500 | 2,565,000 | | | | | | | | PRSUs | 3/28/2024 | | | | | 82,541 | | | 1,588,502 | | | RSUs | 3/28/2024 | | | | | | | 82,541 | 1,649,995 | | Kirgan | Annual Incentive | | 212,500 | 850,000 | 1,700,000 | | | | | | | | PRSUs | 3/28/2024 | | | | | 45,022 | | | 866,448 | | | RSUs | 3/28/2024 | | | | | | | 45,022 | 899,990 | | Preston | Annual Incentive | | 145,313 | 581,250 | 1,162,500 | | | | | | | | PRSUs | 3/28/2024 | | | | | 30,015 | | | 577,639 | | | RSUs | 3/28/2024 | | | | | | | 30,015 | 600,000 | | | RSUs | 2/29/2024 | | | | | | | 36,123 | 629,985 | | Bron | Annual Incentive | | 145,313 | 581,250 | 1,162,500 | | | | | | | | PRSUs | 3/28/2024 | | | | | 30,015 | | | 577,639 | | | RSUs | 3/28/2024 | | | | | | | 30,015 | 600,000 |
2024 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 2024 is the Incentive Plan’s per-person maximum of $7 million. The CMD Committee may exercise negative discretion to reduce the maximum awards based on the annual incentive award opportunity established for each Named Executive. For a more detailed discussion of the annual cash incentive awards, see the “Annual Incentive Plan” discussion in “Compensation Discussion and Analysis — The Key Elements of Executive Compensation.” |
2024 Grants of Plan-Based Awards
| MACY’S, INC. 2025 PROXY STATEMENT | 71 |
2024 Grants of Plan-Based Awards
| (2) The Named Executives received a grant of PRSUs on March 28, 2024. The PRSUs generally vest at the conclusion of the approximate three-year vesting period ending on January 30, 2027. The number of PRSUs earned may range from 0% to 200% of the Target award opportunity based on performance against rTSR and 2024, 2025 and 2026 Adjusted EBITDA margin goals. PRSUs that are earned will be paid out as shares of Macy’s common stock. Dividends, if any, paid on the Company’s common stock will be credited to the Named Executives’ PRSU accounts as additional restricted stock units and will be paid out as shares of Macy’s common stock at the end of the vesting period to the extent the underlying PRSUs to which the dividends relate are earned. See the “Long-Term Incentive Plan” discussion in “Compensation Discussion and Analysis.” Mr. Spring received a promotional grant of PRSUs on March 28, 2024 (which is reflected in the second “PRSUs” row for Mr. Spring in the table above). These promotional PRSUs vest at the conclusion of the approximate five-year vesting period ending on February 3, 2029. The number of PRSUs earned may range from 0% - 100% of the Target award opportunity based on performance against the Adjusted Diluted Earnings Per Share (EPS) goal, subject to attainment of a sales Compounded Annual Growth Rate threshold. Dividends can be earned as previously described. See “2024 Compensation Actions – Chairman and CEO” for further information. |
2024 Grants of Plan-Based Awards
| (3) PRSUs granted on March 28, 2024 were valued by using a weighted grant date price for our common stock of approximately $19.25 per share, assuming the “target” number of units is earned. The weighted average grant date price was calculated as follows: (i) $18.50 per share for the portion of the grant subject to a rTSR metric, by using a Monte Carlo simulation analysis, and (ii) $19.99 per share for the portion of the grant subject to 2024 Adjusted EBITDA margin, by using the grant date closing price for the common stock. RSUs granted on March 28, 2024 including Mr. Spring’s special promotional award and RSUs granted on February 29, 2024 were valued using the grant date closing price for the common stock of $19.99 and $17.44, respectively, per share. Ms. Preston was hired on January 8, 2024 and received a new hire equity award at that time which was issued on February 29, 2024 following the conclusion of the blackout period for the 4th quarter. |
2024 Grants of Plan-Based Awards
Equity awards were granted under 1) the Amended and Restated 2009 Omnibus Incentive Compensation Plan (2009 Omnibus Plan) prior to May 18, 2018, 2) the 2018 Equity and Incentive Compensation Plan (2018 Equity Plan) from May 18, 2018 until May 20, 2021, 3) the 2021 Equity and Incentive Compensation Plan (2021 Equity Plan) from May 21, 2021 until May 16, 2024 and 4) the 2024 Equity and Incentive Compensation Plan (2024 Equity Plan) from May 17, 2024. All of these plans have been approved by Macy’s shareholders. Restricted Stock Units. RSUs represent the right to receive a payment upon or after vesting equal to the market value per share of Macy’s common stock as of the grant date, the vesting date or such other date as determined by the CMD Committee on the date the RSUs are granted. RSU grants can be either time-based or performance-based and will generally be forfeited if the Named Executive’s employment ends prior to the vesting date. RSUs may have different vesting schedules based on the purpose of the award, including, for example, a four-year ratable vest schedule for annual awards, and generally do not earn dividends or dividend equivalents. RSUs immediately vest in the event of death or disability, continue to vest on retirement if the grantee meets certain age and years of service requirements or on involuntary termination if the grantee participates in the SESP, and immediately vest if the grantee’s employment is terminated without “cause” or by the grantee for “good reason” (as defined) within a specified period of time following a change in control (“double trigger” vesting). PRSUs are subject to forfeiture if performance criteria applicable to the units are not satisfied. Depending upon satisfaction of the performance criteria, units may vest within a range of percentages of the target award at the end the performance period and generally earn dividend equivalents if the units vest. PRSUs are forfeited to the extent performance criteria are not satisfied. PRSUs are 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.
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 1, 2025. The dollar amount shown for units is calculated by multiplying the number of units by the closing price of Macy’s common stock ($15.58) on the last trading day of fiscal 2024.
Outstanding Equity Awards
| MACY’S, INC. 2025 PROXY STATEMENT | 73 |
2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at Fiscal Year-End
2024 Outstanding Equity Awards at Fiscal Year-End
| | | OPTION AWARDS | | | | STOCK AWARDS | | | | | | | | | | | | | | EQUITY | | | | | | | | | | | INCENTIVE | | | | | | | | | | EQUITY | PLAN | | | | | | | | | | INCENTIVE | AWARDS: | | | | | | | | | | PLAN | MARKET OR | | | | | | | | | | AWARDS: | PAYOUT | | | | | | | | | | NUMBER OF | VALUE OF | | | | | | | | NUMBER | MARKET | UNEARNED | UNEARNED | | | | | | | | OF | VALUE OF | SHARES, | SHARES, | | | | | | | | SHARES | SHARES | UNITS OR | UNITS OR | | | | NUMBER OF | NUMBER OF | | | OR UNITS | OR UNITS | OTHER | OTHER | | | | SECURITIES | SECURITIES | | | OF STOCK | OF STOCK | RIGHTS | RIGHTS | | | | UNDERLYING | UNDERLYING | OPTION | | THAT | THAT | THAT | THAT | | | | UNEXERCISED | UNEXERCISED | EXERCISE | OPTION | HAVE NOT | HAVE NOT | HAVE NOT | HAVE NOT | | | | OPTIONS (#) | OPTIONS (#) | PRICE | EXPIRATION | VESTED | VESTED | VESTED | VESTED | | NAME | GRANT DATE | EXERCISABLE | UNEXERCISABLE | ($) | DATE | (#)(1) | ($) | (#) | ($) | | Spring | 3/27/2015 | 23,099 | - | 63.65 | 3/27/2025 | | | | | | | 3/23/2016 | 38,961 | - | 43.42 | 3/23/2026 | | | | | | | 3/24/2017 | 73,282 | - | 28.17 | 3/24/2027 | | | | | | | 3/23/2018 | 43,272 | - | 27.21 | 3/23/2028 | | | | | | | 3/21/2019 | 55,058 | - | 24.03 | 3/21/2029 | | | | | | | 3/25/2021 | | | | | 12,173 | 189,655 | | | | | 3/24/2022 | | | | | 17,078 | 266,075 | | | | | 3/31/2023 | | | | | 85,764 | 1,336,203 | | | | | 3/31/2023 | | | | | | | 114,351(2) | 1,781,589 | | | 3/28/2024 | | | | | 212,606 | 3,312,401 | | | | | 3/28/2024 | | | | | 50,025 | 779,390 | | | | | 3/28/2024 | | | | | | | 212,606(3) | 3,312,401 | | | 3/28/2024 | | | | | | | 150,075(4) | 2,338,169 | | Mitchell | 3/25/2021 | | | | | 10,766 | 167,734 | | | | | 3/24/2022 | | | | | 17,078 | 266,075 | | | | | 3/31/2023 | | | | | 70,755 | 1,102,363 | | | | | 3/31/2023 | | | | | 171,526 | 2,672,375 | | | | | 3/31/2023 | | | | | | | 94,339(2) | 1,469,802 | | | 3/28/2024 | | | | | 82,541 | 1,285,989 | | | | | 3/28/2024 | | | | | | | 82,541(3) | 1,285,989 | | Kirgan | 11/13/2017 | 139,664 | - | 19.33 | 11/13/2027 | | | | | | | 4/6/2018 | 63,914 | - | 29.80 | 4/6/2028 | | | | | | | 3/21/2019 | 93,385 | - | 24.03 | 3/21/2029 | | | | | | | 3/25/2021 | | | | | 13,695 | 213,368 | | | | | 3/24/2022 | | | | | 17,078 | 266,075 | | | | | 3/31/2023 | | | | | 38,593 | 601,279 | | | | | 3/31/2023 | | | | | | | 51,457(2) | 801,700 | | | 3/28/2024 | | | | | 45,022 | 701,443 | | | | | 3/28/2024 | | | | | | | 45,022(3) | 701,443 | | Preston | 2/29/2024 | | | | | 36,123 | 562,796 | | | | | 3/28/2024 | | | | | 30,015 | 467,634 | | | | | 3/28/2024 | | | | | | | 30,015(3) | 467,634 | | Bron | 11/1/2023 | | | | | 37,313 | 581,337 | | | | | 11/1/2023 | | | | | 9,328 | 145,330 | | | | | 11/1/2023 | | | | | | | 12,437(5) | 193,768 | | | 3/28/2024 | | | | | 30,015 | 467,634 | | | | | 3/28/2024 | | | | | | | 30,015(3) | 467,634 |
2024 Outstanding Equity Awards at Fiscal Year-End
| (1) RSUs vest/vested as follows: |
2024 Outstanding Equity Awards at Fiscal Year-End
| Grant Date | Vesting Schedule | | 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 (second row for Mr. Mitchell) | 100% on the second anniversary of the grant date | | 11/1/2023 | 50% each on 11/1/2025 and 11/1/2026 | | 11/1/2023 (second row for Mr. Bron) | 25% each on 11/1/2024, 11/1/2025, 11/1/2026 and 11/1/2027 | | 2/29/2024 | 50% each on 2/28/2026 and 2/28/2027 | | 3/28/2024 | 25% each on 3/28/25, 3/28/26, 3/28/27 and 3/28/28 | | 3/28/2024 (second row for Mr. Spring) | 100% on the fifth anniversary of the grant date |
2024 Outstanding Equity Awards at Fiscal Year-End
| (2) Target number of PRSUs granted March 31, 2023 that vest following conclusion of the three-year (fiscal 2023 – 2025) performance period, subject to satisfaction of performance criteria. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (3) Target number of PRSUs granted March 28, 2024 that vest following conclusion of the three-year (fiscal 2024 – 2026) performance/vesting period, subject to satisfaction of performance criteria. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (4) Mr. Spring’s special PRSU award grant on March 28, 2024 vest following the conclusion of a five-year performance period (fiscal 2024 – 2028), subject to satisfaction of performance criteria. |
2024 Outstanding Equity Awards at Fiscal Year-End
| (5) Target number of PRSUs granted November 1, 2023 that vest following conclusion of fiscal 2023 – 2025 performance period, subject to satisfaction of performance criteria. |
2024 Outstanding Equity Awards at Fiscal Year-End
| 74 | |
2024 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 2024 upon the exercise of stock options and the vesting of restricted stock units.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested
| | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES | VALUE REALIZED | NUMBER OF SHARES | VALUE REALIZED | | | ACQUIRED ON EXERCISE | ON EXERCISE | ACQUIRED ON VESTING(1) | ON VESTING(2) | | NAME | (#) | ($) | (#) | ($) | | Spring | - | - | 98,964 | 1,850,425 | | Mitchell | - | - | 61,151 | 1,114,937 | | Kirgan | - | - | 94,925 | 1,757,756 | | Preston | - | - | - | - | | Bron | - | - | 3,109 | 47,474 |
2024 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 24, 2022 – February 1, 2025 performance period as follows. |
2024 Option Exercises and Stock Vested
| NAME | RSUs(#) | DATE RSUs VESTED | PRSUs# | | Spring | 8,539 | 3/24/2024 | | | | 12,173 | 3/25/2024 | | | | 28,587 | 3/31/2024 | | | | 37,349 | 7/9/2024 | | | | | 3/27/2025 | 12,316 | | Mitchell | 8,539 | 3/24/2024 | | | | 10,765 | 3/25/2024 | | | | 23,584 | 3/31/2024 | | | | 5,947 | 11/23/2024 | | | | | 3/27/2025 | 12,316 | | Kirgan | 8,539 | 3/24/2024 | | | | 13,694 | 3/25/2024 | | | | 12,864 | 3/31/2024 | | | | 47,512 | 7/9/2024 | | | | | 3/27/2025 | 12,316 | | Preston | | | | | Bron | 3,109 | 11/1/2024 | |
2024 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 27, 2025), not as of the date the awards were granted. The Named Executives received dividend equivalents accrued on the earned PRSUs during the performance period as follows: Mr. Spring 1,348 shares, Mr. Mitchell 1,348 shares and Ms. Kirgan 1,348 shares. The value of the dividends earned is not reflected in the calculations above. |
2024 Pension Benefits
2024 Pension Benefits
2024 Pension Benefits
| | | NUMBER OF YEARS | PRESENT VALUE OF | PAYMENTS DURING | | | | OF CREDITED SERVICE(1) | ACCUMULATED BENEFIT | LAST FISCAL YEAR | | NAME | PLAN NAME | (#) | ($) | ($) | | Spring | CAPP | 27 | 475,103 | - | | | SERP | 27 | 4,123,806 | - | | Mitchell | CAPP | - | - | - | | | SERP | - | - | - | | Kirgan | CAPP | - | - | - | | | SERP | - | - | - | | Preston | CAPP | - | - | - | | | SERP | - | - | - | | Bron | CAPP | - | - | - | | | SERP | - | - | - |
2024 Pension Benefits
| (1) The SERP uses a maximum of 30 years of service for calculating SERP benefits (25 years for the May Supplementary Retirement component of the SERP). The number of years of credited service shown for the CAPP is as of December 31, 2013, the date participants ceased accruing additional service credits. Actual years of service for Mr. Spring is 37 years. |
2024 Pension Benefits
CAPP. As of January 1, 2025, approximately 15,535 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:
2024 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; |
2024 Pension Benefits
| ● | pay credits (credited annually, a percentage of eligible compensation generally based on length of service); and |
2024 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). |
2024 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 4,087 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.
2024 Pension Benefits
| 76 | |
2024 Pension Benefits
SERP. All benefits under the SERP are payable out of our general corporate assets. The SERP provides retirement benefits to eligible executives based on all eligible compensation, including compensation in excess of Internal Revenue Code maximums, as well as on amounts deferred under our Executive Deferred Compensation Plan, in each case employing a formula based on the participant’s years of vesting service and final average compensation, taking into consideration the participant’s balance in the CAPP, Prior Plan Credits and Social Security benefits. As of January 1, 2025, approximately 35 executives were eligible to receive benefits under the SERP. Approximately two of these executives participate in the May Retirement Plan component of the CAPP and have their supplementary retirement benefit determined under a different formula that uses different offsets. We have reserved the right to suspend or terminate supplemental payments as to any category of employee or former employee, or to modify or terminate any other element of the Retirement Program, in accordance with applicable law.
Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plans Through fiscal 2013, we provided the opportunity for executives to defer compensation through the Executive Deferred Compensation Plan (EDCP). Under the EDCP, eligible executives could elect to defer a portion of their compensation each year as either stock credits or cash credits. Stock credit accounts reflect common stock equivalents and dividend equivalents. Common stock equivalents are the number of full shares of Macy’s common stock for each calendar quarter that could be purchased based on the dollars deferred. Dividend equivalents are determined by multiplying the dividends payable on a share of common stock during such calendar quarter by the number of stock equivalents in the participant’s stock credit account at the beginning of each quarter, less the number of shares distributable or withdrawn during such quarter. Total value of the stock credits is determined at the end of each quarter based on the closing price of our common stock as of the last day of the quarter. Cash credit accounts reflect dollars deferred plus interest equivalents determined by applying to 100% of such participant’s cash credits at the beginning of each quarter, less amounts distributable or withdrawn during such quarter, an interest rate equal to one quarter of the interest rate payable on U.S. five-year Treasury Notes as of the last day of each quarter. Deferred compensation distributions generally begin in the fiscal year following the fiscal year in which termination of employment occurs. On January 1, 2014 we introduced the Macy’s, Inc. Deferred Compensation Plan (DCP), a non-qualified deferred compensation plan with features similar to the 401(k) Plan. The DCP replaced the EDCP. Amounts that participants deferred under the EDCP continue to earn dividend and/or interest equivalents, but participants may no longer defer compensation under that plan. Eligible participants in the DCP may defer compensation earned in excess of IRS compensation limits and select from among several reference investment funds where deferred compensation may be invested. We will match deferrals at a rate similar to the 401(k) Plan. Accounts will be credited with earnings (losses) based on the performance of the applicable reference investment funds selected by the participants.
Nonqualified Deferred Compensation Plans
| MACY’S, INC. 2025 PROXY STATEMENT | 77 |
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation
2024 Nonqualified Deferred Compensation
| | | EXECUTIVE | REGISTRANT | AGGREGATE | AGGREGATE | AGGREGATE | | | | CONTRIBUTIONS | CONTRIBUTIONS | EARNINGS | WITHDRAWALS/ | BALANCE | | | | IN LAST FY(1) | IN LAST FY(2) | IN LAST FY(3) | DISTRIBUTIONS | AT LAST FYE(4) | | NAME | PLAN NAME | ($) | ($) | ($) | ($) | ($) | | Spring | EDCP | - | - | (26,097) | - | 867,101 | | | DCP | 86,881 | 55,968 | 555,783 | - | 2,286,593 | | Mitchell | EDCP | - | - | - | - | - | | | DCP | - | 11,052 | 803 | - | 10,180 | | Kirgan | EDCP | - | - | - | - | - | | | DCP | 2,125 | 6,245 | 279,389 | - | 1,527,461 | | Preston | EDCP | - | - | - | - | - | | | DCP | - | - | - | - | - | | Bron | EDCP | - | - | - | - | - | | | DCP | - | - | - | - | - |
2024 Nonqualified Deferred Compensation
| (1) The amounts in this column associated with the DCP are reported as compensation for fiscal 2024 in the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns of the 2024 Summary Compensation Table. |
2024 Nonqualified Deferred Compensation
| (2) The amounts in this column associated with the DCP represent Company matching contributions and are included in the 2024 Summary Compensation Table under the “All Other Compensation” column for fiscal 2024. These amounts will be credited to the participants’ accounts in fiscal 2025. |
2024 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 2024 Summary Compensation Table because the plans do not provide for above-market or preferential earnings. |
2024 Nonqualified Deferred Compensation
| (4) A portion of the compensation deferred by Mr. Spring under the EDCP is deferred as stock credits and a portion is deferred as cash credits. The portion of the aggregate balance that is attributable to his contributions under the EDCP was deferred in years prior to those reported in the 2024 Summary Compensation Table. |
2024 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.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
CEO Pay Ratio
CEO Pay Ratio Our CEO had annual total compensation for fiscal 2024 of $16,452,108. The median annual total compensation of all our employees other than our CEO for fiscal 2024 was $39,469. Based on this information, we estimate that the ratio of our CEO’s annual total compensation to that of our median employee for fiscal 2024 was 417 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 2024 Summary Compensation Table. As permitted by SEC rules, we used the same median employee identified last year in our pay ratio calculation this year because we believe there has been no change in our employee population or employee compensation arrangements that would result in a significant change to our pay ratio disclosure. We identified the median employee last year 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. 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.
CEO Pay Ratio
| 86 | |
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.
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) | | 2024 | 16,452,108 | 12,081,365 | 3,560,945 | 2,521,885 | 116.33 | 203.27 | 582 | 1,977 | | 2023(5) | 11,563,739 | 5,299,241 | 4,073,066 | 2,751,686 | 133.73 | 175.69 | 45 | 1,075 | | 2022 | 11,055,991 | 6,582,240 | 2,906,394 | 1,397,507 | 158.85 | 168.26 | 1,146 | 2,607 | | 2021 | 12,290,931 | 34,457,910 | 3,480,607 | 7,504,335 | 169.84 | 188.51 | 1,419 | 3,305 | | 2020 | 11,083,293 | 18,363,349 | 2,809,887 | 4,015,291 | 99.12 | 206.63 | (3,944) | 117 |
Pay Versus Performance
| (1) Mr. Spring (2024) and Mr. Gennette (2020-2023) were the only executive officers included as a PEO for each fiscal year covered in the table. |
Pay Versus Performance
Amounts deducted from the Summary Compensation Table Total for PEO to calculate Compensation Actually Paid to PEO for 2024 include $104,391 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $12,341,595 for value of stock awards and $0 for value of option awards. Amounts added to (or subtracted from) Summary Compensation Table Compensation Total for PEO to calculate Compensation Actually Paid to PEO include $9,132,438 for year-end fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($943,934) for change in fair value (from prior year-end to year-end) for RSU, PRSU and option awards granted in prior years that were outstanding and unvested at end of year, ($131,028) for change in fair value (from prior year-end to vesting date) of RSU, PRSU and option awards that vested during the year, $0 for fair value of PRSU awards that failed to meet vesting conditions in the year and $17,767 for dividend equivalents.
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 2024 – Messrs. Mitchell and Bron and Mses. Kirgan and Preston. |
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 2024 include $0 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $1,840,053 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 2024 include $1,358,368 for year-end fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($484,930) for change in fair value (from prior year-end to year-end) for RSU, PRSU and options awards granted in prior years that were outstanding and unvested at end of year, ($81,328) for change in fair value (from prior year-end to vesting date) of RSU, PRSU and option awards that vested during the year, $0 for fair value of PRSU awards that failed to meet vesting conditions in the year and $8,883 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
Pay Versus Performance
| (3) The peer group is the S&P Retail Select Industry Index. |
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. |
Pay Versus Performance
| (5) The amounts for PEO for 2023 reflect repayment of erroneously awarded compensation under the Company’s Compensation Clawback Policy as a result of revisions to correct an error to previously issued financial statements. See “Recovery of Erroneously Awarded Compensation.” |
Pay Versus Performance
| MACY’S, INC. 2025 PROXY STATEMENT | 87 |
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.
Pay Versus Performance
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Is a majority vote required to elect a director nominee?
Is a majority vote required to elect a director nominee? Any incumbent nominee for director who receives a greater number of votes cast “against” than votes cast “for” will continue to serve on the Board as a holdover director pursuant to Delaware law, but, pursuant to our director resignation policy, is expected to tender his or her resignation as a director to the Board promptly following the certification of the election results. The NCG Committee will consider the resignation and recommend to the Board whether to accept or reject it. The Board will act on the tendered resignation, taking into account the NCG Committee’s recommendation, within 90 days following the certification of the election results. The Board will disclose its decision whether to accept or reject each tendered resignation
Is a majority vote required to elect a director nominee?
| 96 | |
Is a majority vote required to elect a director nominee?
(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.

DEF 14A of Macy's, Inc.

Macy’s Nominees for Director

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2024 Compensation Program Design

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Compensation Risk Assessment

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Fiscal 2024 Director Compensation Program

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Director Compensation Program Review

Fiscal 2024 Non-Employee Director Compensation Table

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Our Named Executive Officers

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