Macy's, Inc.
For the period ended May 15, 2026. Filed Mar 31, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2026 · Filed Mar 31, 2026
Contents
Proxy Summary
We are providing the enclosed proxy materials in connection with the solicitation by the board of directors (the Board) of Macy’s, Inc. (Macy’s or the Company) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 15, 2026 (the Annual Meeting). We began giving these proxy materials to our shareholders on March 31, 2026.
This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting.
Voting Matters
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| ITEMS | | BOARD’S RECOMMENDATION | SEE PAGE |
| 1 | Election of director nominees | FOR each nominee | 4 |
| 2 | Ratification of the appointment of independent registered public accounting firm | FOR | 33 |
| 3 | Advisory vote to approve named executive officer compensation | FOR | 38 |
| 4 | Approval of the amendment and restatement of the Macy’s, Inc. 2024 Equity and Incentive Compensation Plan | FOR | 40 |
Corporate Governance Highlights
We believe that good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and our shareholders. Our corporate governance policies and practices include:
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| HIGHLIGHTS OF CORPORATE GOVERNANCE | |||||
| 9 of 10 Director nominees are independent | | Lead independent director | | ||
| Annual Board and Committee evaluations | | Majority voting in uncontested director elections | | ||
| Annual election of all directors | | No shareholder rights plan | | ||
| Board and Committee oversight of risk | | Policy prohibiting pledging and hedging ownership of Macy’s stock | | ||
| Confidential shareholder voting policy | | Proxy access | | ||
| Director resignation policy | | Regular executive sessions of independent directors | | ||
| Director retirement policy | | Share ownership guidelines for directors and executive officers | | ||
| Independent Board Committees | | One share, one vote policy | | ||
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| | | MACY’S, INC.2026 PROXY STATEMENT | 1 |
Macy’s Nominees for Director
The following tables provide summary information (as of March 19, 2026) about Macy’s director nominees. The Board unanimously recommends that you vote “FOR” each of our Board’s director nominees:
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| · · · DIRECTOR · PRINCIPAL · · OTHERCURRENTPUBLIC COMPANY · KEY COMMITTEEMEMBERSHIP | ||||||||||
| | NAME/AGE | EXPERIENCE | SINCE | OCCUPATION | INDEPENDENT | BOARDS | A | CMD | F | NCG |
| Emilie Arel(48) | ●Senior Leadership●Retail●Technology | ●Marketing/Brand Management ●Risk Management | 2022 | President, Mitchell & Ness Nostalgia Co. | ✓ | 0 | | | ||
| Torrence N. Boone (56) | ●Senior Leadership●Retail●Technology | ●Marketing/Brand Management ●Investment Banking | 2019 | Vice President, Global Client Partnerships, Google LLC | ✓ | 0 | | | ||
| Marie Chandoha (64) | ●Senior Leadership●Finance/Accounting●Investment Banking | ●Risk Management●Technology | 2022 | Former President and CEO, Charles Schwab Investment Management, Inc. | ✓ | 2 | | | ||
| Robert B. Chavez (71) | ●Senior Leadership●Finance/Accounting●Retail | ●Marketing/Brand Management ●Supply Chain●Technology | 2025 | Founder and CEO, Chavez Luxury Advisers, LLC | ✓ | 0 | | | ||
| Naveen K. Chopra(52) | ●Senior Leadership●Finance/Accounting | ●Marketing/Brand Management●M&A/Strategy | 2023 | CFO, Roblox Corporation | ✓ | 0 | | | ||
| Deirdre P. Connelly (65) | ●Senior Leadership●Human Resources | ●Marketing/Brand Management | 2008 | Former President, North American Pharmaceuticals, GlaxoSmithKline | ✓ | 3 | | | ||
| Jill Granoff (63) | ●Senior Leadership●Retail●Real Estate | ●Brand Management●Asset Management | 2022 | Senior Advisor, Eurazeo Brands | ✓ | 0 | | | ||
| Richard L. Markee(72) | ●Senior Leadership●Retail | ●Marketing/Brand Management | 2024 | Former Chairman and CEO, Vitamin Shoppe, Inc. | ✓ | 1 | | | ||
| Tony Spring(61) | ●Senior Leadership●Retail●Risk Management | ●Marketing/Brand Management | 2023 | Chairman and Chief Executive Officer, Macy’s, Inc. | | 0 | | | | |
| Paul C. Varga (62) | ●Senior Leadership●Finance/Accounting●Retail | ●Marketing/Brand Management●Risk Management | 2012 | Former Chairman and CEO, Brown-Forman Corporation | ✓ | 1 | | | ||
| Legend | A | Audit Committee | Committee Chair | |
|---|---|---|---|---|
| | CMD | Compensation and Management Development (CMD) Committee | ||
| | F | Finance Committee | ||
| | NCG | Nominating and Corporate Governance (NCG) Committee | Committee Member | |
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Our director nominees bring together a valuable blend of experience, perspectives and backgrounds. The average age of our director nominees is 62 years and their average tenure is 5.9 years, with service ranging from one year up to more than 18 years.
Executive Compensation Program
Our compensation program objectives are to provide competitive and reasonable compensation opportunities through programs aligned with key business strategies and plans, foster a performance-based culture, and attract, motivate, reward and retain key executives. Balancing these primary program objectives helps ensure accountability to our shareholders. For a detailed discussion of our short- and long-term incentive programs, see page 64.
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2025 Compensation Program Design
The 2025 executive compensation program was designed to align with our financial objectives and key priorities for the year, consistent with the focus areas outlined in our Bold New Chapter strategy and our continued emphasis on absolute and relative stock price appreciation. The program’s framework and goals reflect our commitment to a pay-for-performance compensation philosophy while accounting for the anticipated macroeconomic uncertainty and potential headwinds in 2025.
| ● | The incentive plans were designed to motivate and engage the organization and leadership with linkages to our strategy, business plan and financial performance. |
| ● | Plan design focused on three key elements of Growth, Profit and Customer to support key business priorities, promote strong financial performance and enhance customer experiences. |
The incentive plan designs reflected a focus on key 2025 business priorities.
| ● | Targets for all PRSU metrics were set at the beginning of the three-year performance period. |
| ● | The payout ranges in both the annual and long-term incentive plans were 25% – 200% of target. |
Compensation Mix
Within our primary pay elements of base salary, performance-based annual incentive and long-term incentives, we emphasize at risk pay over fixed pay with at least 70% of our NEOs’ target compensation linked to a variety of metrics, including pre-determined performance objectives (financial and strategic) and/or stock price performance. The program also balances the importance of the achievement of short-term and long-term objectives.
Our executive compensation program and our methodology for setting pay opportunities and approving payouts are further discussed in the Compensation Discussion and Analysis (CD&A) on page 57.
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| | | MACY’S, INC.2026 PROXY STATEMENT | 3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.