Macy's, Inc.
For the period ended May 16, 2025. Filed Apr 1, 2025.
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 16, 2025 · Filed Apr 1, 2025
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 16, 2025 (the Annual Meeting). We began giving these proxy materials to our shareholders on April 1, 2025.
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 | 6 |
| 2 | Ratification of the appointment of independent registered public accounting firm | FOR | 42 |
| 3 | Advisory vote to approve named executive officer compensation | FOR | 47 |
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 | |||||
| 12 of 13 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.2025 PROXY STATEMENT | 1 |
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:
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| · · · DIRECTOR · PRINCIPAL · · OTHERCURRENTPUBLIC COMPANY · KEY COMMITTEEMEMBERSHIP | ||||||||||
| | 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 | | | | |
***** 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.
| Legend | A | Audit Committee | Committee Chair |
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| | CMD | Compensation and Management Development Committee | |
| | F | Finance Committee | |
| | NCG | Nominating and Corporate Governance Committee | Committee Member |
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Our director nominees provide an effective mix of experience, perspectives, and backgrounds.
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| | | MACY’S, INC.2025 PROXY STATEMENT | 3 |
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 57.
2024 Compensation Program Design
The 2024 executive compensation program was designed to align with our financial objectives and key priorities for the year, consistent with focus areas outline 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 2024.
| ● | The incentive plans were designed to motivate and engage the organization and leadership with linkages to strategy, business plan and financial performance. |
| ● | Plan design focused on three key elements of Growth, Profit and Customer to support key business priorities, enhance customer experiences and promote strong financial performance. |
The incentive designs reflected a focus on key 2024 business priorities.
| ● | 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). |
| ● | 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. |
| ● | The payout ranges in both the annual and long-term incentive plans were 25% – 200% of target, consistent with 2023 incentive design. |
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 50.
Corporate Responsibility Highlights
At Macy’s, Inc., corporate responsibility is embedded in our Bold New Chapter strategy. These programs and their progress demonstrate our commitment to operate responsibly and ethically while creating a more sustainable future. We are pleased with our progress and the ultimate impact our programs have on our sales performance.
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Macy’s, Inc.’s corporate responsibility programs are aligned to theMission Every Onecommitment pillars – People, Community and Planet. Our relationships with our customers, colleagues, suppliers and communities drive our deep sense of stewardship in how we serve our stakeholders and underpin our commitment to promote responsible practices across our global value chain.
Mission Every One: Empowering More Voice, Choice and Ownership for All
Our enterprise-wide social purpose platform,Mission Every One, builds on our heritage of corporate citizenship to achieve positive societal change. Through this commitment, we aim to create a brighter future for all that empowers more voice, choice and ownership for colleagues, customers and communities.
Our Signature Commitment
$5 billionof the company’s spend through 2025 will be directed tothe people, partners, products and programs that help create a brighter future.
Our Progress
Approximately $1.7 billion of spend was directed toMission Every One commitments in 2024, totaling approximately $4.9 billion since the program launched in early 2022.
Our Commitment Pillars
| PEOPLE | COMMUNITY | PLANET |
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| We recognize and value the community of colleagues and partners that fuels our mutual growth and innovation. | We empower the curiosity and confidence of young people on their journey to become the leaders of tomorrow. | We curate and create products and services designed to help people and planet thrive together. |
2024 Highlights1
| ● | $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 |
| ● | 68,000 volunteer hours from colleagues |
| ● | 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 |
| ● | 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 |
| ● | 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 |
| ● | Identified key colleagues as Sustainability Ambassadors to lead the work in embedding and building awareness for sustainability across the enterprise |
1 Highlights are enterprise-wide unless otherwise stated.
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| | | MACY’S, INC.2025 PROXY STATEMENT | 5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.