MACY'S, INC., DEF 14A filed on 4/1/2025
Proxy Statement (definitive)
v3.25.1
Document and Entity Information
12 Months Ended
Feb. 01, 2025
Document and Entity Information [Abstract]  
Document Type DEF 14A
Entity Registrant Name Macy’s, Inc.
Entity Central Index Key 0000794367
Amendment Flag false
v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Jan. 30, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

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

(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.

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.

(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.

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

(3)

The peer group is the S&P Retail Select Industry Index.

(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.

(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.”

       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote

(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.

(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.
       
Peer Group Issuers, Footnote

(3)

The peer group is the S&P Retail Select Industry Index.

       
PEO Total Compensation Amount $ 16,452,108 $ 11,563,739 $ 11,055,991 $ 12,290,931 $ 11,083,293
PEO Actually Paid Compensation Amount $ 12,081,365 5,299,241 6,582,240 34,457,910 18,363,349
Adjustment To PEO Compensation, Footnote

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.

       
Non-PEO NEO Average Total Compensation Amount $ 3,560,945 4,073,066 2,906,394 3,480,607 2,809,887
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,521,885 2,751,686 1,397,507 7,504,335 4,015,291
Adjustment to Non-PEO NEO Compensation Footnote

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

       
Compensation Actually Paid vs. Total Shareholder Return

Graphic

       
Compensation Actually Paid vs. Net Income

Graphic

       
Compensation Actually Paid vs. Company Selected Measure

Graphic

       
Total Shareholder Return Vs Peer Group

Graphic

       
Tabular List, Table

Performance Measures

The most important financial performance measures used to link compensation actually paid to the Company’s NEOs with the Company’s performance for 2024 are as follows:

Adjusted EBITDA
Total revenue
Relative total shareholder return
       
Total Shareholder Return Amount $ 116.33 133.73 158.85 169.84 99.12
Peer Group Total Shareholder Return Amount 203.27 175.69 168.26 188.51 206.63
Net Income (Loss) $ 582,000,000 $ 45,000,000 $ 1,146,000,000 $ 1,419,000,000 $ (3,944,000,000)
Company Selected Measure Amount 1,977,000,000 1,075,000,000 2,607,000,000 3,305,000,000 117,000,000
PEO Name Mr. Spring        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description

(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.

       
Measure:: 2          
Pay vs Performance Disclosure          
Name Total revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative total shareholder return        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (104,391)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,132,438        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (943,934)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (131,028)        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,767        
PEO | Change in value of stock awards          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (12,341,595)        
PEO | Change in value of option awards          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,358,368        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (484,930)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (81,328)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,883        
Non-PEO NEO | Change in value of stock awards          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,840,053)        
Non-PEO NEO | Change in value of option awards          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.1
Recovery of Erroneously Awarded Compensation - Restatement Determination Date:: 2024-12-10 - USD ($)
12 Months Ended
Feb. 03, 2024
Apr. 01, 2025
Feb. 01, 2025
Erroneously Awarded Compensation Recovery      
Restatement Determination Date Dec. 10, 2024    
Aggregate Erroneous Compensation Amount $ 609,613    
Erroneous Compensation Analysis

Adjusted EBITDA Measure. The CMD Committee determined that adjusted EBITDA for 2023 was overstated by $81,089,497 as a result of the error correction, changing the overall payout under the adjusted EBITDA metric in the 2023 STI Plan from 60.47% to 51.59% of target. As a consequence of this reduction, payouts to Covered Officers under the 2023 STI Plan attributable to adjusted EBITDA were determined by the CMD Committee to be $3,541,659, rather than $4,151,272, in the aggregate, resulting in erroneously awarded compensation of $609,613.

   
Stock Price or TSR Estimation Method

rTSR Measure. The Company engaged a third party financial advisory firm to develop a reasonable estimate of the Company’s stock price absent the misstatements to help inform the CMD Committee whether there was erroneously awarded compensation under the 2021 – 2023 PRSU Plan. The advisory firm analyzed the misstated and corrected financial reports and identified stock price movement associated with the error correction using two methodologies:

1.Event study analysis comparing the Company’s stock price movement against the S&P Retail Select Industry Index for the 2021 – 2023 PRSU awards at the time the corrected results were disclosed to evaluate performance attributable to the correction, and
2.Fundamental analysis applying changes in business financials stemming from the correction to stock price using a constant multiples approach.

From these findings, the advisory firm calculated hypothetical payout using the but-for stock price (i.e., the estimated stock price absent the correction) and estimated clawback as the difference between actual and estimated payout but-for the correction. The firm’s analysis was not intended to be an exhaustive analysis of the stock price movement, but to conform to the Dodd-Frank clawback rule requirement that the amount of recoverable compensation (if any) must be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total shareholder return upon which the incentive-based compensation was received.

Awards under the 2021 – 2023 PRSU Plan are earned at various percentages at varying rTSR levels from a threshold of 50% to a maximum of 150% of target award opportunity based on rTSR performance. Payouts do not fluctuate between the various payout percentage “buckets.” If Company TSR is negative, the payout is capped at 100%.

Awards for the 2021 – 2023 performance period were determined to have been earned at 125% of target based on Company performance that fell within a range of 60% to <70% relative to the peer group. The Company’s rTSR was 17.8% over the three-year performance period. Based on peer TSR and the bucket structure payout schedule, the Company’s stock price (but-for the restatement) would need to have been inflated by 17.8% to trigger a change in payout (due to the negative TSR cap feature).

Under the stock price event analysis, the advisory firm estimated the Company’s stock price drop after the correction based on varying measures of stock price movement and concluded the Company’s TSR would not have turned negative and would not have fallen below the 60th percentile, implying there was no erroneously awarded compensation.

Under the fundamental analysis, the advisory firm analyzed the impact of the correction on the Company’s adjusted earnings per share (EPS), adjusted EBITDA, revenue and diluted EPS and estimated resulting but-for TSR and but-for percentage ranking. The reductions in adjusted EPS, adjusted EBITDA and revenue from the error correction did not affect the but-for payouts, while the change in diluted EPS suggested a reduction in the but-for payout. However, the Company’s disclosures illustrate that it believes revenue and the adjusted earnings metrics are meaningful to assessment of the Company’s fundamental value by investors and analysts. Also, actual stock price movement under the event analysis was inconsistent with the drop implied by the diluted EPS analysis. Accordingly, the advisory firm concluded there was no erroneously awarded compensation under the fundamental methodology.

Based on the above, the CMD Committee determined there was no erroneously awarded compensation to Covered Officers under the 2021 – 2023 PRSU Plan as a result of the error correction.

   
Outstanding Aggregate Erroneous Compensation Amount $ 609,613    
Compensation Amount   $ 352,093 $ 609,613
v3.25.1
Award Timing Disclosure
12 Months Ended
Feb. 01, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

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.

Award Timing Method 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.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Feb. 01, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true