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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
Macy’s, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other than the Registrant)
Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:

Fee paid previously with preliminary materials:

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration Statement No.:
(3)
Filing Party:
(4)
Date Filed:
 

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2020 NOTICE OF MEETING AND PROXY STATEMENT

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MACY’S, INC.
151 West 34th Street, New York, New York 10001
To the Shareholders:
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I invite you to attend Macy’s 2020 Annual Meeting of Shareholders scheduled for Friday, May 15, 2020, 11:00 a.m., Eastern Time. This year’s annual meeting will be a completely virtual meeting of shareholders, conducted via live webcast. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/m2020. To participate in the meeting, you must have your 16-digit control number shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by mail. The Annual Meeting is being held on a virtual only basis to facilitate participation by a broader group of shareholders. We are enclosing the notice of meeting, proxy statement and form of proxy with this letter.
We have decided to hold the Annual Meeting virtually this year due to the public health impact of the coronavirus (COVID-19) outbreak and to support the health and well-being of our partners, employees, and shareholders. We believe that hosting a virtual meeting under the current environment will enable greater shareholder attendance and participation from any location around the world and improves our ability to communicate more effectively with our shareholders.
Once again, we are pleased to save costs and help protect the environment by using the “Notice and Access” method of delivering proxy materials. Instead of receiving paper copies of our proxy materials, many of you will receive a Notice of Internet Availability of Proxy Materials, which provides an Internet address where you can access electronic copies of the proxy statement and our Annual Report on Form 10-K for the fiscal year ended February 1, 2020 and vote your shares. This website also has instructions for voting by phone and for requesting paper copies of the proxy materials and proxy card.
Your vote is important and we want your shares to be represented at the meeting. Regardless of whether you plan to attend the annual meeting, we hope you will vote as soon as possible. We encourage you to read the proxy statement and cast your vote promptly. You may vote by telephone or over the Internet, or by completing, signing, dating and returning the enclosed proxy card or voting instruction card if you requested or received printed proxy materials.
We appreciate your continued confidence in and support of Macy’s, Inc.
Sincerely,
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JEFF GENNETTE
Chairman and Chief Executive Officer
April 1, 2020
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE CAST YOUR VOTE PROMPTLY.
 

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NOTICE OF THE 2020 ANNUAL MEETING OF SHAREHOLDERS OF MACY’S, INC.
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WHEN
May 15, 2020
11:00 a.m.Eastern Time
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WHERE
The Annual Meeting
will be held virtually via live webcast and can be accessed
online at www.virtualshare
holdermeeting.com/m2020
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RECORD DATE
Shareholders of record at the close of business on March 19, 2020 are entitled to attend and vote at the annual meeting
ITEMS OF BUSINESS
1
Election of 12 directors named below to Macy’s board of directors to serve until the next annual meeting
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2
Ratification of the appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 30, 2021
3
Advisory vote to approve named executive officer compensation
Transaction of any other business as may properly come before the meeting or any postponement or adjournment of the meeting
PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)
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Over the Internet during the Annual Meeting at www.virtualshare/​
holdermeeting.com/​
m2020
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by telephone 24/7
at 1 (800) 690-6903



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over the Internet 24/7 at www.proxyvote.com



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by mailing your completed proxy to:
Macy’s, Inc.
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
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by scanning the
QR code with your
mobile device


Have your proxy card in hand and follow the instructions.
If your shares are held in “street name” with a broker or similar party, you have a right to direct that organization on
how to vote the shares held in your account. You will need to contact your broker to determine whether you will be able to vote using one of these alternative methods.
Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by
completing and returning the proxy card promptly, or by voting by telephone or over the
Internet, prior to the Annual Meeting to ensure that your shares will be represented.
 

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NOTICE OF THE 2020 ANNUAL MEETING OF SHAREHOLDERS OF MACY’S, INC.
VIRTUAL MEETING PARTICIPATION
Any shareholder can listen to and participate in the Annual Meeting live via the Internet at
www.virtualshareholdermeeting.com/m2020. The webcast will start at 11:00 a.m. Eastern Time. You will need the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials (or on your proxy card or voting instruction card if you receive printed proxy materials) to vote and
submit questions during the meeting. If you are a shareholder and you do not have your 16-digit control number, you will only be able to listen to the Annual Meeting.
Additional information on how you can participate in the virtual Annual Meeting is set forth in “Annual Meeting and Voting Information” beginning on page 80.
By Order of the Board of Directors,
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ELISA D. GARCIA
Secretary
April 1, 2020
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 15, 2020.
The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended February 1, 2020 are available at www.proxyvote.com and www.macysinc.com.The Notice of Annual Meeting of Shareholders, this proxy statement, our Annual Report on Form 10-K for the fiscal year ended February 1, 2020 (fiscal 2019) and a proxy card or voting instruction card are being mailed to, or can be accessed online by, shareholders on or about April 1, 2020.
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VOLUNTARY ELECTRONIC DELIVERY OF PROXY MATERIALS
We encourage our shareholders to enroll in voluntary e-delivery of future proxy materials. Electronic delivery is convenient and provides immediate access to these
materials. This will help us save printing and mailing expenses and reduce our impact on the environment. Follow the simple instructions at www.proxyvote.com.
 

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PROXY STATEMENT
TABLE OF CONTENTS
1 PROXY SUMMARY
Item 1. Election of Directors
5
Nominees for Election as Directors
13
13
Attendance at Meetings
13
Communications with the Board
13
Investor Engagement
13
Director Independence
14
Board Leadership Structure
15
Lead Independent Director
16
Risk Oversight
17
Committees of the Board
20
Director Nomination and Qualifications
22
Skills Matrix
23
Director Nominations by Shareholders
23
Retirement Policy
24
Resignation Policy
24
24
Fiscal 2019 Director Compensation Program
25
Director Retirement Plan
25
25
27
28
31
32
33 Report of the Audit Committee
Item 3. Advisory Vote to Approve Named Executive Officer Compensation
35 Compensation Committee Report
36 Compensation Discussion & Analysis
37
Executive Summary
38
Executive Compensation Highlights
47
How We Determine Executive Compensation
49
How We Set Executive Compensation
43
The Key Elements of Executive Compensation
50
Executive Compensation Governance
52
Our Colleague Compensation Philosophy
53
Non-GAAP Metrics
53
Forward-Looking Statements
55
57
2019 Summary Compensation Table
59
Plan-Based Awards
65
Post Retirement Compensation
68
75
CEO Pay Ratio
77 Stock Ownership
79 Policy on Related Person Transactions
80 Annual Meeting and Voting Information
80
Virtual Annual Meeting
80
Record Date
80
Confidential Shareholder Voting Policy
81
Quorum
81
81
Majority Vote Standard for Director Election
81
Broker Non-Votes
81
Methods of Voting
82
Revoking Your Proxy
82
Electronic Delivery of Proxy Statement and
Annual Report
83
Shareholders Sharing the Same Address
84 Submission of Future Shareholder Proposals
84 Other Matters
 
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PROXY STATEMENT
We are providing the enclosed proxy materials to you 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 the Shareholders to be held on May 15, 2020. We began giving these proxy materials to our shareholders on April 1, 2020.
PROXY SUMMARY
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.
2020 ANNUAL MEETING OF SHAREHOLDERS
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WHEN
May 15, 2020
11:00 a.m. Eastern Time
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WHERE
The Annual Meeting will be held virtually via live webcast and can be accessed online at www.virtualshareholder
meeting.com/m2020
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RECORD DATE
Shareholders of record at the close of business on March 19, 2020 are entitled to attend and vote at the annual meeting
PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)
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Over the Internet during the Annual Meeting at www.virtualshare
holdermeeting.com/
m2020
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by telephone 24/7 at 1 (800) 690-6903



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over the Internet 24/7 at
www.proxyvote.com



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by mailing your completed proxy to:
Macy’s, Inc.
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
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by scanning the QR code with your mobile device


Have your proxy card in hand and follow the instructions.
If your shares are held in “street name” with a broker or similar party, you have a right to direct that organization on
how to vote the shares held in your account. You will need to contact your broker to determine whether you will be able to vote using one of these alternative methods.
 
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PROXY SUMMARY
VOTING MATTERS
Item
Board’s
Recommendation
See
page
1
Election of 12 directors named below to Macy’s board of directors to serve until the next annual meeting
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FOR each
nominee

5

2
Ratification of the appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 30, 2021
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FOR
31
3
Advisory vote to approve named executive officer compensation
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FOR
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:
HIGHLIGHTS OF CORPORATE GOVERNANCE
Page
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11 of 12 Director nominees are independent
3
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Annual Board and Committee evaluation
19
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Annual election of all directors
5
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Board and Committee oversight of risk
16
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Confidential shareholder voting policy
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Director resignation policy
24
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Director retirement policy
23
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Diverse Board in terms of gender, ethnicity, experience and skills
4
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Independent Board Committees
17
Page
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Lead independent director
15
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Majority voting in uncontested director elections
81
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No shareholder rights plan
n/a
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Policy prohibiting pledging and hedging ownership of Macy’s stock
27; 51
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Proxy access
23; 84
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Regular executive sessions of independent directors
15
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Share ownership guidelines for directors and executive officers
27; 50
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Single voting policy
CORPORATE SOCIAL RESPONSIBILITY
Macy’s is committed to creating a more sustainable future. Some of our recent initiatives are discussed in Environmental, Social and Governance Initiatives, beginning on page 28.
 
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PROXY SUMMARY
NOMINEES FOR DIRECTOR
Name/Age
Experience
Director
Since
Principal Occupation
Independent
Other
Current
Public
Company
Boards
Key Committee Membership
A
CMD
F
NCG
David P. Abney
(64)

Senior Leadership

Finance/Accounting

Corporate Governance

Global/​International

Risk Management
2018
Chairman and CEO, United Parcel Service, Inc.
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1
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Francis S. Blake
(70)

Senior Leadership

Finance/Accounting

Corporate Governance

Global/​International

Retail

Risk Management
2015
Former Chairman and CEO, The Home Depot, Inc.
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2
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Torrence N. Boone
(50)

Senior Leadership

Global/International

Retail

Marketing/Brand Management

eCommerce

Investment Banking
2019
Vice President, Global Client Partnerships, Alphabet Inc.
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0
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John A. Bryant
(54)

Senior Leadership

Finance/Accounting

Corporate Governance

Global/​International

Retail

Risk Management
2015
Former Chairman, President and CEO, Kellogg Company
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2
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Deirdre P. Connelly
(59)

Senior Leadership

Human Resources

Global/International

Marketing/Brand Management
2008
Former President, North American Pharmaceuticals, GlaxoSmithKline
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2
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Jeff Gennette (58)

Senior Leadership

Retail

Marketing/Brand Management

eCommerce

Risk Management
2016
Chairman of the Board and CEO, Macy’s, Inc.
0
Leslie D. Hale (47)

Senior Leadership

Finance/Accounting

Investment Banking & Real Estate

Investor Relations

Risk Management
2015
President and CEO, RLJ Lodging Trust
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1
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William H. Lenehan
(43)

Senior Leadership

Finance/Accounting

Corporate Governance

Investment Banking & Real Estate

Risk Management
2016
President and CEO, Four Corners Property Trust, Inc.
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1
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Sara Levinson
(69)

Senior Leadership

Corporate Governance

Marketing/Brand Management

eCommerce
1997
Co-Founder and Director, Katapult
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1
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Joyce M. Roché
(73)

Senior Leadership

Finance/Accounting

Corporate Governance

Retail

Marketing/Brand Management

Risk Management
2006
Former President and CEO, Girls Incorporated
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1
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Paul C. Varga
(56)

Senior Leadership

Finance/Accounting

Corporate Governance

Global/International

Retail

Marketing/Brand Management

Risk Management
2012
Former Chairman and CEO, Brown-Forman Corporation
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1
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Marna C. Whittington
(72)

Senior Leadership

Finance/Accounting

Corporate Governance

Investment Banking

Risk Management
1993
Former CEO, Allianz Global Investors Capital
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2
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Committee Information:
A
Audit
CMD
Compensation and Management Development
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Committee Chair
F
Finance
NCG
Nominating and Corporate Governance
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Committee Member
 
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PROXY SUMMARY
Our director nominees provide an effective mix of experience and fresh ideas, as well as gender, age and ethnic diversity.
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EXECUTIVE COMPENSATION PROGRAM
Our executive compensation program and our methodology for setting pay opportunities and approving payouts are discussed in the Compensation Discussion & Analysis (CD&A), beginning on page 36.
 
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ITEM 1. ELECTION OF DIRECTORS
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 2021 or until his or her successor is duly elected and qualified.
Information regarding the director nominees is set forth below. Ages are as of March 19, 2020. 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 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.
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The Board recommends that you vote FOR the election of each of the nominees named below, and your proxy will be so voted unless you specify otherwise.
NOMINEES FOR ELECTION AS DIRECTORS:
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Committees

CMD

Finance
Other Current
Public
Directorships

United Parcel
Service, Inc.
Previous Public
Directorships
During Last Five
Years

Johnson Controls
International plc
(until 2018)
David P. Abney
Director since October 2018​
CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF UNITED PARCEL SERVICE, INC.
Age 64 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

Chief Executive Officer of United Parcel Service, Inc. (UPS), a multinational package delivery and supply chain management company, since September 2014 and Chairman of the Board since March 2016.

Chief Operating Officer of UPS from 2007 to 2014.

Senior Vice President and President of UPS International from 2003 to 2007.

Mr. Abney began his UPS career in 1974.
Key Qualifications, Experience and Attributes
Mr. Abney has many years of leadership experience as the Chief Executive Officer of a complex, global business enterprise with a large, labor-intensive workforce. He has significant expertise in operations and logistics, and has significant international experience. Mr. Abney also has experience serving as a director of a global diversified technology and industrial company.
   
   
   
   
   
   
 
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TABLE OF CONTENTS
ITEM 1. ELECTION OF DIRECTORS
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Committees

CMD

NCG
Other Current
Public
Directorships

Delta Air Lines, Inc.

The Procter &
Gamble Company
Previous Public
Directorships
During Last Five
Years

The Home Depot,
Inc. (until 2015)
Francis S. Blake
Director since November 2015​
Former Chairman and Chief Executive Officer of The Home Depot, Inc.
Age 70 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

Chairman of The Home Depot, Inc., a multinational home improvement retailer, from January 2007 until his retirement in February 2015.

Chief Executive Officer of The Home Depot, Inc. from January 2007 to November 2014.

Vice Chairman of The Home Depot, Inc. from October 2006 to January 2007.

Executive Vice President — Business Development and Corporate Operations of The Home Depot, Inc. from 2002 to January 2007. In this position, Mr. Blake was responsible for the company’s real estate, store construction, credit services, strategic business development, growth initiatives, and international and home services businesses.

Prior to his affiliation with The Home Depot, Inc., Mr. Blake served in a variety of executive positions at General Electric Company from 1992 to May 2001, including as Senior Vice President, Corporate Business Development in charge of all worldwide mergers, acquisitions and dispositions and identification of strategic growth opportunities.

U.S. Deputy Secretary of Energy from May 2001 to March 2002.
Key Qualifications, Experience and Attributes
Mr. Blake has extensive leadership experience as a former Chief Executive Officer and senior executive of large publicly-traded companies with global operations. He has extensive background in strategy and general management of large organizations and significant knowledge of the retail consumer industry, supply chain, merchandising, customer service, growth initiatives, and evolving market practices. Mr. Blake has several years of valuable experience as a public company board member and expertise in finance, risk management, strategy and governance through his service on board committees.
 
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TABLE OF CONTENTS
ITEM 1. ELECTION OF DIRECTORS
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Committees

NCG
Previous
Directorships
During Last Five
Years

Finish Line (until
2018)
Torrence N. Boone
Director since December 2019​
Vice President, Global Client Partnerships, Alphabet Inc.
Age 50 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

Vice President, Global Client Partnerships of Alphabet Inc., a multinational technology company, since January 2010.

CEO of Enfatico, a full-service, integrated agency, from 2008 to 2010.

Senior executive at Digitas from 2001 to 2008 and previously at Avenue A (now Razorfish).

Mr. Boone began his career at Bain & Company where he was a senior manager and advised a broad range of clients on corporate and business strategy, mergers and acquisitions, new product development and interactive strategy.
Key Qualifications, Experience and Attributes
Mr. Boone has many years of experience in advertising, marketing and technology and is a seasoned professional in the ad agency world. Mr. Boone is a leader in the advertising/marketing industry and has been recognized as an advocate for ethnic diversity and inclusion in education and business. Mr. Boone has a depth of knowledge and experience in digital marketing.
[MISSING IMAGE: ph_johnbryant-4clr.jpg]
Committees

Audit (chair)

Finance
Other Current
Public
Directorships

Compass Group PLC

Ball Corporation
Previous Public
Directorships
During Last Five
Years

Kellogg Company
(until 2018)
John A. Bryant
Director since March 2015​
Former Chairman, President and Chief Executive Officer of Kellogg Company
Age 54 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

Chairman of the Board of Kellogg Company, a multinational cereal and snack food producer, from July 2014 to March 2018.

Retired as President and Chief Executive Officer of Kellogg Company in October 2017 having served in that role since January 2011.

Member of the Board of Kellogg Company from July 2010 to March 2018.

Held various operating roles, including President Kellogg International, President Kellogg North America, and Chief Operating Officer, Kellogg Company, from December 2006 to January 2011.

Chief Financial Officer of Kellogg Company from February 2002 to June 2004 and again from December 2006 to December 2009.

Mr. Bryant joined Kellogg Company in 1998 and was promoted during the next four years to a number of key financial and executive leadership roles.

Mr. Bryant was a trustee of the W. K. Kellogg Foundation Trust from 2015 to 2018.
Key Qualifications, Experience and Attributes
Mr. Bryant has many years of leadership experience as a Chief Executive Officer, Chief Financial Officer and senior executive of a large public company with global operations. He has extensive knowledge and expertise in accounting and financial matters, branded consumer products and consumer dynamics, crisis management, international markets, people management, the retail environment and strategy and strategic planning. In addition, Mr. Bryant has several years of valuable experience as a public company board member.
 
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ITEM 1. ELECTION OF DIRECTORS
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Committees

CMD

NCG
Other Current
Public
Directorships

Lincoln National
Corporation

Genmab A/S
Deirdre P. Connelly
Director since January 2008​
Former President, North American Pharmaceuticals of GlaxoSmithKline
Age 59 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

President, North American Pharmaceuticals of GlaxoSmithKline, a global pharmaceutical company, from February 2009 until her retirement in February 2015.

President — U.S. Operations of Eli Lilly and Company from June 2005 to January 2009.

Senior Vice President — Human Resources of Eli Lilly and Company from October 2004 to June 2005.

Executive Director, Human Resources — U.S. Operations of Eli Lilly and Company from 2003 to October 2004.

Leader, Women’s Health Business — U.S. Operations of Eli Lilly and Company from 2001 to 2003.
Key Qualifications, Experience and Attributes
Ms. Connelly has many years of leadership experience as a senior executive of large publicly-traded companies with global operations. She has extensive knowledge and expertise in strategy, operations, product development, brand marketing and merchandising. In addition, as a former Human Resources executive, Ms. Connelly also has valuable insight in managing a large-scale, diverse workforce.
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Jeff Gennette
Director since June 2016​
Chairman and Chief Executive Officer of Macy’s, Inc.
Age 58
Current and Past Positions

Chief Executive Officer of Macy’s, Inc. since March 2017, Chairman of the Board of Macy’s, Inc. since January 2018.

President of Macy’s, Inc. from March 2014 to August 2017.

Chief Merchandising Officer from February 2009 to March 2014.

Chairman and Chief Executive Officer of Macy’s West in San Francisco from February 2008 to February 2009.

Chairman and Chief Executive Officer of Seattle-based Macy’s Northwest from February 2006 to February 2008.
Key Qualifications, Experience and Attributes
Mr. Gennette has over three decades of experience with Macy’s which gives him unique insights to Macy’s strategy and operations. Mr. Gennette began his retail career in 1983 as an executive trainee at Macy’s West. Mr. Gennette has deep knowledge of marketing, merchandising, risk management and e-commerce with a focus on the Macy’s customer.
 
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ITEM 1. ELECTION OF DIRECTORS
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Committees

Audit

Finance
Other Current
Public
Directorships

RLJ Lodging Trust
Leslie D. Hale
Director since January 2015​
President and Chief Executive Officer, RLJ Lodging Trust
Age 47 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

President and Chief Executive Officer of RLJ Lodging Trust, a publicly-traded lodging real estate investment trust, since August 2018.

Executive Vice President and Chief Financial Officer of RLJ Lodging Trust from February 2013 to August 2018, Chief Operating Officer from July 2016 to August 2018 and Treasurer to July 2016.

Chief Financial Officer, Treasurer and Senior Vice President of RLJ Lodging Trust from May 2011 to January 2013.

Chief Financial Officer and Senior Vice President of Real Estate and Finance of RLJ Development from September 2007 until the formation of RLJ Lodging Trust in 2011.

Vice President of Real Estate and Finance for RLJ Development from 2006 to September 2007 and Director of Real Estate and Finance from 2005 to 2006.

From 2002 to 2005, Mrs. Hale held several positions within the global financial services divisions of General Electric Company, including as a Vice President in the business development group of GE Commercial Finance, and as an Associate Director in the GE Real Estate strategic capital group. Prior to that, she was an investment banker at Goldman, Sachs & Co.
Key Qualifications, Experience and Attributes
Ms. Hale has many years of leadership experience as a senior executive of large public companies. She has extensive knowledge and experience in a wide range of financial disciplines, including corporate finance, treasury, real estate and business development. In addition, through her positions with RLJ Lodging Trust, General Electric and Goldman Sachs, Mrs. Hale also has expertise in investor relations, risk management, long-term strategic planning and mergers and acquisitions.
 
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ITEM 1. ELECTION OF DIRECTORS
[MISSING IMAGE: ph_williamlenehan-4clr.jpg]
Committees

Audit

Finance
Other Current
Public
Directorships

Four Corners
Property Trust, Inc.
Previous Public
Directorships
During Last Five
Years

Darden Restaurants,
Inc. (until 2015)

Gramercy Property
Trust Inc. (until 2015)

Stratus Properties,
Inc. (until 2015)
William H. Lenehan
Director since April 2016
President and Chief Executive Officer of Four Corners Property Trust, Inc.
Age 43 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

President and Chief Executive Officer of Four Corners Property Trust, Inc., a real estate investment trust, since August 2015.

Special Advisor to the Board of Directors of EVOQ Properties, Inc., an owner of a substantial portfolio of development assets in downtown Los Angeles, California, from June 2012 to 2014.

Interim Chief Executive Officer of MI Developments, Inc. (now known as Granite Real Estate Investment Trust), a real estate operating company with a global net lease portfolio, from June 2011 to December 2011.

Investment Professional at Farallon Capital Management LLC, a global institutional asset management firm, from August 2001 to February 2011. At Farallon Capital Management, Mr. Lenehan was involved with numerous public and private equity investments in the real estate sector.
Key Qualifications, Experience and Attributes
Mr. Lenehan has many years of investment and leadership experience in the real estate industry, both in public companies and private assets. Specifically, Mr. Lenehan has relevant experience in monetizing real estate held by operating companies. Mr. Lenehan has several years of valuable experience as a public company executive and board member and expertise in strategy, finance and corporate governance through his service on board committees.
[MISSING IMAGE: ph_saralevinson-4clr.jpg]
Committees

CMD

NCG
Other Current
Public
Directorships

Harley Davidson, Inc.
Sara Levinson
Director since May 1997​
Co-Founder and a Director of Katapult
Age 69 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

Co-Founder and a Director of Katapult (formerly known as Kandu), a digital entertainment company making products for today’s creative generation, since April 2013.

Non-Executive Chairman of ClubMom, Inc., an online social networking community for mothers, from October 2002 to February 2008.

Chairman and Chief Executive Officer of ClubMom from May 2000 to September 2002.

President of the Women’s Group of publisher Rodale, Inc. from October 2002 to June 2005.

President of NFL Properties, Inc. from September 1994 to April 2000, where she oversaw a $2 billion consumer products and e-commerce division, corporate sponsorship, marketing, special events, club services and publishing.
Key Qualifications, Experience and Attributes
Ms. Levinson has many years of leadership experience as a former senior executive of several major consumer-oriented companies in the publishing, entertainment, and sports licensing industries. She has extensive knowledge and expertise in marketing, merchandising and trademark licensing. In addition, she has expertise in social networking, e-commerce and technology innovation. Ms. Levinson has several years of valuable experience as a public company board member and expertise in strategy, governance and executive compensation through her service on board committees.
 
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ITEM 1. ELECTION OF DIRECTORS
[MISSING IMAGE: ph_joyceroche-4clr.jpg]
Committees

Audit

NCG (chair)
Other Current
Public
Directorships

Tupperware Brands
Corporation
Previous Public
Directorships
During Last Five
Years

Dr. Pepper Snapple
Group (until 2017)

AT&T, Inc. (until
2019)
Joyce M. Roché
Director since February 2006​
Former President and Chief Executive Officer of Girls Incorporated
Age 73 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

President and Chief Executive Officer of Girls Incorporated, a national non-profit research, education and advocacy organization, from September 2000 until her retirement in May 2010.

Independent marketing consultant from 1998 to August 2000.

President and Chief Operating Officer of Carson, Inc from 1996 to 1998.

Ms. Roché also held senior marketing positions with Carson, Inc, Revlon, Inc. and Avon, Inc.
Key Qualifications, Experience and Attributes
Ms. Roché has extensive leadership experience as the former Chief Executive Officer of a national nonprofit organization and former senior executive of several consumer products companies. She has extensive knowledge and experience in general management and in the marketing and merchandising areas, as well as financial acumen developed from her executive officer positions. Ms. Roché has several years of valuable experience as a public company board member and expertise in risk, accounting, executive compensation and governance through her service on board committees.
   
   
   
   
   
   
[MISSING IMAGE: ph_paulvarga-4clr.jpg]
Committees

CMD (chair)

Finance
Other Current
Public
Directorships

Churchill Downs
Incorporated
Previous Public
Directorships
During Last Five
Years

Brown-Forman
Corporation (until
2019)
Paul C. Varga
Director since March 2012​
Former Chairman and Chief Executive Officer of Brown-Forman Corporation
Age 56 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

Chairman and Chief Executive Officer of Brown-Forman Corporation, a spirits and wine company, from August 2007 until his retirement in December 2018.

President and Chief Executive Officer of Brown-Forman Beverages (a division of Brown-Forman Corporation) from 2003 to 2005.

Global Chief Marketing Officer for Brown-Forman Spirits from 2000 to 2003.
Key Qualifications, Experience and Attributes
Mr. Varga has many years of leadership experience as the Chief Executive Officer of a global, publicly-traded consumer products company. He has extensive knowledge and experience in corporate finance, strategy, building brand awareness, product development, marketing, distribution and sales. In addition, Mr. Varga has several years of valuable experience as a public company board member.






 
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TABLE OF CONTENTS
ITEM 1. ELECTION OF DIRECTORS
[MISSING IMAGE: ph_marnawhittington-4clr.jpg]
Committees

Audit

Finance (chair)
Lead Independent
Director
Other Current
Public
Directorships

Oaktree Capital
Group, LLC

Phillips 66
Marna C. Whittington
Director since June 1993​
Former Chief Executive Officer of Allianz Global Investors Capital
Age 72 |  [MISSING IMAGE: tm207868d1-icon_tickpn.gif] Independent
Current and Past Positions

Chief Executive Officer of Allianz Global Investors Capital, a successor firm of Nicholas Applegate Capital Management, from 2002 until her retirement in January 2012. Allianz Global Investors Capital is a diversified global investment firm.

Chief Operating Officer of Allianz Global Investors, the parent company of Allianz Global Investors Capital, from 2001 to 2011.

Prior to joining Nicholas Applegate in 2001, Dr. Whittington was Managing Director and Chief Operating Officer of Morgan Stanley Investment Management.

Dr. Whittington started in the investment management industry in 1992, joining Philadelphia-based Miller Anderson & Sherrerd.

Executive Vice President and CFO of the University of Pennsylvania from 1984 to 1992. Earlier, she had been first, Budget Director, and later, Secretary of Finance, for the State of Delaware.
Key Qualifications, Experience and Attributes
Dr. Whittington has many years of leadership experience as a former Chief Executive Officer and senior executive in the investment management industry. She has extensive knowledge and experience in management, and in financial, investment and banking matters. In addition, Dr. Whittington has several years of valuable experience as a public company board member and expertise in finance, risk, accounting, strategy and governance through her service on board committees.
 
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
Board Composition
[MISSING IMAGE: tm2013061d1-fc_diverpn.jpg]
ATTENDANCE AT BOARD MEETINGS
Our Board held seven meetings during fiscal 2019. All of our directors attended more than 75% of the meetings held during fiscal 2019 of the Board and Committees on which they served.
We expect our directors to make reasonable efforts to attend annual meetings of shareholders. All Company directors attended our most recent annual meeting of shareholders held in May 2019.
COMMUNICATIONS WITH THE BOARD
You may communicate with the full Board, the Audit Committee, the lead independent director, the other Non-Employee Directors, or any individual director by email to Directors@macys.com or by mail to Macy’s, Inc., 7 West Seventh Street, Cincinnati, Ohio 45202, Attn: Chief Legal Officer. Please indicate to whom the communication is addressed. All communications are reviewed by the Corporate Secretary’s Office and are forwarded to the appropriate director(s) except those that
are clearly unrelated to the duties and responsibilities of the Board or that are abusive, repetitive, in bad taste or that present safety or security concerns may be handled differently. Communications we receive that relate to accounting, internal accounting controls or auditing matters will be referred to the Audit Committee unless the communication is directed otherwise. You may communicate anonymously and/or confidentially.
INVESTOR ENGAGEMENT
We value dialogue with our shareholders and believe two-way communications help ensure that we continue to understand the perspectives of our many stakeholders. Our investors can be assured that both management and the Board understand and consider all issues that matter most to our shareholders. We conducted numerous outreach programs over the last year, including holding an investor day, attending one-on-one or small group
meetings with investors, as well as telephone calls to discuss the Company’s strategy and performance, governance and business matters and other topics. These discussions included members of senior management. We offer shareholders a variety of avenues to communicate with the Company and members of the Board, including through our investor relations website, our quarterly earnings webcasts, and our annual shareholders meeting.
DIRECTOR INDEPENDENCE
Our Corporate Governance Principles require a majority of the Board consist of directors who the Board has determined are independent under the independence standards adopted by the Board, which comply with the listing standard of the New York Stock Exchange (NYSE). Accordingly, the Board has adopted Standards for Director Independence to assist the Board in determining director independence. Listed below are these standards which are also disclosed on our website at www.macysinc.com/investors/corporate-governance/governance-documents:

The director may not be an employee and no member of the director’s immediate family may be an executive officer of Macy’s or any of its subsidiaries, currently or within the preceding 36 months. For purposes of the standards, “immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the person’s home.
 
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

The director or any member of his or her immediate family may not receive, or have received, during any 12-month period within the preceding 36 months, direct compensation of more than $120,000 per year from Macy’s or any of its subsidiaries. Exceptions include director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent on continued service or, in the case of an immediate family member, compensation for service as a non-executive employee.

The director is not a current partner or employee of a firm that is Macy’s internal or external auditor; no member of the director’s immediate family is a current partner of such firm, or an employee of such a firm and personally works on Macy’s audit; or neither the director nor any member of his or her immediate family was within the last three years a partner or employee of such a firm and personally worked on Macy’s audit within that time.

The director is not a current employee and no member of his or her immediate family is a current executive officer of a company that makes payments to, or receives payments from, Macy’s for property or services in any of the last three fiscal years in an amount which exceeds the greater of  $1 million or 2% of the other company’s consolidated gross revenues.

The director does not serve as an executive officer of a charitable or non-profit organization to which Macy’s has made contributions that, in any of the
last three fiscal years, exceed the greater of $1 million or 2% of the charitable or non-profit organization’s consolidated gross revenues.

Neither the director nor a member of the director’s immediate family is employed as an executive officer (and has not been employed for the preceding 36 months) by another company where any of Macy’s present executive officers at the same time serves or served on that company’s compensation committee.
Our Board has determined that each of the following Non-Employee Director nominees qualifies as independent under NYSE rules and satisfies our Standards for Director Independence: David Abney, Francis Blake, Torrence Boone, John Bryant, Deirdre Connelly, Leslie Hale, William Lenehan, Sara Levinson, Joyce Roché, Paul Varga and Marna Whittington.
As part of its independence determination, the NCG Committee reviewed each director’s employment status and other board commitments and, where applicable, each director’s (and his or her immediate family members’) affiliation with consultants, service providers or suppliers of the Company and transactions, relationships, and arrangements with the Company. With respect to each Non-Employee Director, the NCG Committee determined that either the director or immediate family member was not employed by a company providing goods or services to Macy’s or the amounts involved were below the monetary thresholds set forth in the Standards for Director Independence as noted above.
BOARD LEADERSHIP STRUCTURE
Our Corporate Governance Principles provide that our Board is free to elect its Chairman and the Chief Executive Officer (CEO) in the manner the Board considers to be in the best interests of the Company. At any given point in time, these positions may be held by one individual or by two different individuals. If the Chairman is not an independent director, the Board will designate a lead independent director.
Our Chairman and CEO functions currently are performed by a single individual. Our Board believes this combined leadership model works well. When combined with the current composition of the Board, the use of a lead independent director, and the other elements of our corporate governance structure, the combined CEO and Chairman position strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of our business and affairs.
Mr. Gennette is an experienced retail executive and long-time employee with several years of board experience. As CEO, he has the primary responsibility of developing corporate strategy and managing our day-to-day business
operations. As a board member, he understands the responsibilities and duties of a director and is well positioned to 1) chair regular Board meetings; 2) provide direction to management regarding the needs, interests and opinions of the Board; and 3) help ensure that key business issues and shareholder matters are brought to the attention of the Board. As both CEO and Chairman, Mr. Gennette promotes unified leadership and direction for the Board and management. In addition, strong corporate governance structure and process ensures our independent directors will continue to effectively oversee management and key issues such as strategy, risk and integrity. Board committees are comprised solely of independent directors. As such, independent directors oversee critical matters, including the integrity of our financial statements, the compensation of our CEO and management executives, financial commitments for capital projects, the selection and annual evaluation of directors, and the development and implementation of corporate governance programs.
Our Board and each Board committee have complete and open access to any member of management and the
 
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
authority to retain independent legal, financial and other advisors as appropriate. The Non-Employee Directors, all of whom are independent, meet in executive session without management either before or after regularly
scheduled Board and Board committee meetings to discuss various issues and matters including the effectiveness of management, as well as our performance and strategic plans.
LEAD INDEPENDENT DIRECTOR
In December 2015, our Board transitioned from a presiding director to a lead independent director structure, significantly increasing the duties and responsibilities of the lead independent director role. Marna Whittington,
who was our presiding director, has been designated as the lead independent director for a term ending in May 2021.
Accordingly, our Board adopted a Lead Independent Director Policy. Under this policy, the lead independent director has the following responsibilities:
Functions as Liaison with the Chairman and/or the CEO
Board Membership and Performance Evaluation

Serves as liaison between the independent directors and the Chairman and/or the CEO (although all directors have direct and complete access to the Chairman and/or CEO at any time as they deem necessary or appropriate)

Provides input, when appropriate, to the chair of the NCG Committee with respect to the annual Board and committee evaluation process

Communicates Board member feedback to the Chairman and/or CEO

Advises the NCG Committee and Chairman on the membership of the various Board committees and the selection of committee chairpersons
Meetings of Independent Directors Shareholder Communication

Has the authority to call meetings of the independent directors

Is regularly apprised of inquiries from shareholders and involved in correspondence responding to these inquiries, when appropriate

Approves the agenda for executive sessions of the independent directors

If requested by shareholders or other stakeholders, ensures that he/she is available, when appropriate, for consultation and direct communication
Presides at Executive Sessions/Committee Meetings Approves Appropriate Provision of Information to the Board Such as Board Meeting Agendas and Schedules

Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors

Consults with the Chairman on, and approves when appropriate, the information sent to the Board, including the quality, quantity and timeliness of such information, as well as approving meeting agendas

Facilitates the Board’s approval of the number and frequency of meetings, and approves meeting schedules to ensure there is adequate time for discussion of all agenda items
The lead independent director is selected from among the Non-Employee Directors. The chair of the NCG Committee and management discuss candidates for the lead independent director position, and consider many of the same types of criteria as candidates for the chair of Board committees including:

Tenure

Previous service as a Board committee chair

Diverse experience

Participation in and contributions to activities of the Board

Ability and willingness to commit adequate time to the role
The chair of the NCG Committee recommends for consideration by the NCG Committee a nominee for lead independent director every two years at its regularly scheduled meeting in May (or as required to address any vacancy in the position). If the NCG Committee approves the nominee, it will recommend the Board elect the nominee as lead independent director at its next regularly scheduled meeting.
 
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
RISK OVERSIGHT
Enterprise Risk Assessment
We have an enterprise risk management program that identifies and prioritizes enterprise risks. At Board and committee meetings throughout the year, management discusses the risk exposures identified as being most significant to the Company and actions that management may take to monitor the exposures. The Audit Committee discusses with management the risk assessments and risk management policies relating to a variety of risks, including certain financial, operational, IT and compliance risks. The chairman of the Audit Committee updates the full Board on these discussions.
The Audit Committee, and the full Board when appropriate, receives regular updates from management on IT
security, internal and external security reviews, data protection, risk assessments, breach preparedness and response plans in overseeing our cybersecurity risk management program.
We have assembled a cross-functional team, which includes our executive officers, for continuously monitoring impact of the COVID-19 outbreak on our business operations and implementing measures to manage liquidity and other risks. The Board is actively engaged in overseeing these risk management strategies and initiatives, working closely with management during this unprecedented situation to maintain information flow and timely review of issues arising from the pandemic.
Compensation Risk Assessment
The Compensation and Management Development (CMD) Committee considers risks associated with our compensation programs. As part of its ongoing independent executive compensation advisory role, Frederic W. Cook & Co., Inc., referred to as FW Cook, continually evaluates the potential for unintended risks associated with the design of our executive compensation program.
At the direction of the CMD Committee, FW Cook completed a comprehensive review of our compensation programs in fiscal 2010. This review was followed by updated assessments every year thereafter to determine whether potential risk exist and whether there were design factors that mitigated potential risk areas. Following each review, including the 2019 review, FW Cook concluded our compensation programs are well-designed and do not encourage behaviors that would create material risk for the Company. FW Cook also noted there are a number of positive features in our programs that mitigate risk and protect against the potential for unintended consequences.
In reaching this conclusion, FW Cook noted the following features of our compensation programs:

Pay philosophy, peer group and market positioning to support our business objectives are appropriate

The programs have an effective balance in the mix of cash and equity compensation and measure performance against both annual and multi-year standards

Performance goals are set at levels that are sufficiently high to encourage strong performance, but with a reasonable probability of achievement to discourage excessively risky business strategies

Multiple performance metrics in the annual and long-term incentive programs focus participants on growth, profitability, asset efficiency and strategic priorities, as well as absolute and relative stock price appreciation

The CMD Committee can reduce amounts earned under the annual incentive program to reflect a subjective evaluation of the quality of earnings, individual performance and other factors that influence earned compensation

Meaningful risk mitigators are in place, including 1) substantial stock ownership guidelines and retention ratios; 2) compensation clawback provisions; 3) anti-hedging/pledging policies; and 4) independent CMD Committee oversight
 
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD
The following standing committees of the Board were in existence throughout fiscal 2019: Audit Committee, Compensation and Management Development (CMD) Committee, Finance Committee, and Nominating and Corporate Governance (NCG) Committee.
Audit Committee
Number of Meetings in Fiscal 2019   10
•   John A. Bryant[MISSING IMAGE: tm207868d1-icon_capn.jpg]

Leslie D. Hale

William H. Lenehan

Joyce M. Roché

Marna C. Whittington
The Audit Committee was established in accordance with the applicable requirements of the Securities Exchange Act of 1934 and the NYSE. Its charter is available on our website at www.macysinc.com/investors/corporate-governance/governance-documents. All current members of the Audit Committee are independent under our Standards for Director Independence and the NYSE independence standards and applicable SEC rules. The Board has determined that all members are financially literate for purposes of NYSE listing standards, and that Mr. Bryant qualifies as an “audit committee financial expert” because of his business experience, understanding of generally accepted accounting principles and financial statements, and educational background.
Responsibilities

reviewing the professional services provided by our independent registered public accounting firm and the independence of the firm

reviewing the scope of the audit

reviewing and approving any proposed non-audit services by our independent registered public accounting firm

reviewing our annual financial statements, systems of internal controls, and legal compliance policies and procedures

discussing our risk assessment and risk management policies

monitoring the functions of our Compliance and Ethics organization

reviewing with members of our internal audit staff the internal audit department’s staffing, responsibilities and performance, including its audit plans and audit results
See “Report of the Audit Committee” for further information regarding certain reviews and discussions undertaken by the Audit Committee.
 
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
Compensation and Management Development
Committee
Number of Meetings in Fiscal 2019   6
•   Paul C. Varga  [MISSING IMAGE: tm207868d1-icon_copyrightpn.jpg]

David P. Abney

Francis S. Blake

Deirdre P. Connelly

Sara Levinson
The charter for the CMD Committee is available on our website at www.macysinc.com/investors/corporate-governance/governance-documents. All current members of the CMD Committee are independent under our Standards for Director Independence and the NYSE independence standards and applicable SEC rules, are “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934, and are “outside directors” within the meaning of the term for purposes of Section 162(m) of the Internal Revenue Code, as in effect prior to the changes made in connection with December 2017 tax reform.
Responsibilities

recommending to the Board annual compensation for our chief executive officer and determining for other executive officers their annual compensation opportunity, including salary, target incentive and target equity compensation

administering our incentive and equity plans, including 1) establishing annual or long-term performance goals and objectives and threshold and maximum annual or long-term incentive awards for the executive officers; 2) determining whether and the extent to which annual and/or long-term performance goals and objectives have been achieved; and 3) recommending or determining related annual and/or long-term incentive award payouts for our CEO and other executive officers, respectively

reviewing and approving any proposed severance, termination or retention plans, agreements or payments applicable to any of our executive officers

advising and consulting with management regarding our employee benefit programs

establishing executive succession plans, including plans in the event of an emergency, resignation or retirement

delegating its authority and responsibility, as it deems appropriate, to a subcommittee or one or more officers of the Company as permitted by law
Finance Committee
Number of Meetings in Fiscal 2019   4
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David P. Abney

John A. Bryant

Leslie D. Hale

William H. Lenehan

Paul C. Varga
The charter for the Finance Committee is available on our website at www.macysinc.com/investors/corporate-governance/governance-documents. All current members of the Finance Committee are independent under our Standards for Director Independence.
Responsibilities

reviewing and approving capital projects and other financial commitments above $25 million and below $50 million, reviewing and making recommendations to the Board with respect to approval of all such projects and commitments of  $50 million and above, and reviewing and tracking the actual progress of approved capital projects against planned projections

reporting to the Board on potential transactions affecting our capital structure, such as financings, re-financings and issuances, redemptions or repurchases of debt or equity securities

reporting to the Board on potential material changes in our financial policy or structure

reviewing and approving the financial considerations relating to acquisitions of businesses and operations involving projected costs, and sales or other dispositions of assets, real estate and other property, above $25 million and below $50 million, and recommending to the Board on all transactions involving projected costs or proceeds of  $50 million and above

reviewing long-term business/financial and long-term capital plan prepared by management and recommending the plans to the Board

reviewing the management and performance of our retirement plans
 
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TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
Nominating and Corporate Governance Committee
Number of Meetings in Fiscal 2019   6
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Francis S. Blake

Torrence N. Boone

Deirdre P. Connelly

Sara Levinson
The charter for the NCG Committee is available on our website at www.macysinc.com/investors/corporate-governance/governance-documents. All current members of the NCG Committee are independent under our Standards for Director Independence and the NYSE independence standards and applicable SEC rules.
Responsibilities

identifying and screening candidates for Board membership

proposing nominees for election to the Board by shareholders at annual meetings

reviewing and recommending modifications to our Corporate Governance Principles

overseeing the annual evaluation of and reporting to the Board on the performance and effectiveness of the Board and its committees, and recommending to the Board any changes concerning the composition, size, structure and activities of the Board and its committees

reviewing, reporting and recommending to the Board with respect to director compensation and benefits

considering possible Board and management conflicts of interest and making recommendations to prevent, minimize, or eliminate such conflicts of interest

overseeing our programs, policies and practices relating to charitable, political, social and environmental issues, impacts and strategies
The NCG Committee oversees our sustainability initiatives and our engagement with stakeholders in social, political, charitable and environmental inquiries and proposals.
The NCG Committee reviews our director compensation program periodically. To perform its responsibilities, the NCG Committee makes use of company resources, including members of senior management in our human resources and legal departments. The NCG Committee also engages the services of our independent compensation consultant to assist the Committee in assessing the competitiveness and overall appropriateness of our director compensation program.
 
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TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
DIRECTOR NOMINATION AND QUALIFICATIONS
Our By-Laws provide that director nominations may be made by or at the direction of the Board. The NCG Committee is charged with identifying potential Board members and recommending qualified individuals to the Board for its consideration. The NCG Committee is authorized to employ third-party search firms to identify potential candidates. In evaluating candidates, the NCG Committee considers, among other things:

personal qualities and characteristics, accomplishments and reputation in the business community

knowledge of the retail industry or other industries relevant to our business

relevant experience and background that would benefit the Company

ability and willingness to commit adequate time to Board and committee matters

the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to our needs

diversity of viewpoints, background, experience and demographics
The NCG Committee also considers whether individuals satisfy the independence criteria set forth in the NYSE listing standards and our Standards for Director Independence, together with any special criteria applicable to service on various standing committees of the Board. The NCG Committee does not have a formal policy with respect to diversity. Our Board and the NCG Committee believe it is desirable that Board members represent diversity of gender, race and national origin, as well as diversity of viewpoints, background, experience and demographics.
Since 2006, the NCG Committee has retained an independent director search firm, Heidrick & Struggles, to identify and evaluate potential director candidates. The firm provides background information on potential candidates
and, if directed, makes initial contact with potential candidates to assess their interest in becoming a director of Macy’s. The NCG Committee members, the CEO, and at times other members of the Board and/or senior management, meet with and interview potential candidates. Mr. Boone, who is standing for election by shareholders for the first time, was recommended to the NCG Committee by the director search firm.
The NCG Committee generally identifies nominees by first assessing whether the current members of the Board continue to provide the appropriate mix of knowledge, skills, judgment, experience, differing viewpoints and other qualities necessary to the Board’s ability to oversee and guide the business and affairs of the Company. The Board generally nominates for re-election current members of the Board who are willing to continue in service, collectively satisfy the criteria listed above and are available to devote sufficient time and attention to the affairs of the Company. When the NCG Committee seeks new candidates for director roles, it seeks individuals with qualifications that will complement the experience, skills and perspectives of the other members of the Board. The full Board 1) considers candidates that the NCG Committee recommends; 2) considers the optimum size of the Board; 3) determines how to address any vacancies on the Board; and 4) determines the composition of all Board committees.
Although we do not have specific minimum qualifications that must be met for a candidate to be nominated as a director, below we identify and describe the key experience, qualifications and skills the NCG Committee and Board consider in determining if a director is qualified. The experience, qualifications, attributes and skills that the Board considered in the re-nomination of our directors are reflected in their individual biographies beginning on page 5 and the skills matrix on page 22. The matrix is a summary; it does not include all the skills, experiences and qualifications that each director nominee offers, and if a particular experience, skill or qualification is not listed it should not signal that a director does not possess that skill.
 
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TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
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Leadership Experience:
Directors with experience in significant senior leadership positions with large organizations over an extended period provide us with special insights. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the Company. These individuals demonstrate a practical understanding of how large organizations operate, including the importance of succession planning, talent management and how employee and executive compensation is set. They possess skills for managing change and growth and demonstrate a practical understanding of organizations, operations, processes, strategy, risk management and methods to drive growth.
The relevant leadership experience we seek includes a past or current leadership role in a major public company or recognized privately-held entity, especially CEO, president or other senior-level positions; a past or current leadership role at a prominent educational institution or senior faculty position in an area of study important or relevant to the Company; a past elected or appointed senior government position; or a past or current senior managerial or advisory position with a highly visible nonprofit organization.
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Finance Experience:
An understanding and comprehension of finance and related reporting processes is important for directors. We measure our operating and strategic performance by reference to financial goals, including for purposes of executive compensation. Accurate financial reporting is critical to our success. Directors who are financially literate are better able to analyze our financial statements, capital structure and complex financial transactions and ensure the effective oversight of the Company’s financial measures and internal control processes.
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Industry Knowledge and Global Business Experience:
We seek directors with experience as executives, directors or in other leadership positions in areas relevant to the global retail industry. We value directors with an international business perspective and those with experience in our high priority areas, including consumer products, customer service, licensing, human resource management and merchandising (including e-commerce and other channels of commerce).
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Sales and Marketing Experience:
Directors who have interacted with consumers, particularly in the areas of marketing, marketing-related technology, advertising or otherwise selling products or services to consumers, provide valuable insights. They understand consumer needs and are experienced in identifying and developing marketing campaigns that might resonate with consumers, the use of technology and emerging and non-traditional marketing media (such as social media, viral marketing and e-commerce), and identifying potential changes in consumer trends and buying habits.
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Technology Experience:
Directors with an understanding of technology as it relates to the retail industry, marketing and/or governance help the Company focus its efforts in developing and investing in new technologies and using technology to achieve the Company’s goals and create value.
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Real Estate Experience:
Directors with an understanding of real estate investment and development assist the Company in developing and executing our business strategies to leverage our large portfolio of stores and distribution centers.
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Public Company Board Experience:
Directors who have experience on other public company boards develop an understanding of corporate governance trends affecting public companies and the extensive and complex oversight responsibilities associated with the role of a public company director. They also bring an understanding of diverse business processes, challenges and strategies.
 
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TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
SKILLS MATRIX
Area of Experience
Abney
Blake
Boone
Bryant
Connelly
Gennette
Hale
Lenehan
Levinson
Roché
Varga
Whittington
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Leadership Experience

CEO/President/senior executive of public company
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Senior advisor to leading financial services firm
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Senior government position or appointment
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Senior-level executive position with nonprofit organization
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Senior-level executive positions with companies that have grown their businesses through mergers and acquisitions
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Finance Experience

Financially literate
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Specific experience in investment or banking matters or as a current or former CFO
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Has served as an audit committee financial expert
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Industry Knowledge and Global Business Experience

Senior executive or director of substantial business enterprise engaged in merchandising, licensing, consumer products and/or consumer and customer service
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Experience in human resource management
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Sales and Marketing Experience

Experience in sales and/or marketing, including use of social media, e-commerce and other alternative channels
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Technology Experience

Understanding of technology as it relates to retail and/or marketing
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IT Governance
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Real Estate Experience

Senior-level executive position with real estate investment company or developer
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Public Company Board Experience

Experience on boards other than Macy’s
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Collectively, the composition of our Board reflects a wide range of viewpoints, thought leadership, background, experience and demographics, and includes individuals
from a variety of professional disciplines in the business sectors, with leadership experience at well-regarded commercial enterprises and nonprofit organizations.
 
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TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
DIRECTOR NOMINATIONS BY SHAREHOLDERS
Our NCG Committee will consider candidates for nomination recommended by our shareholders and will evaluate candidates using the same criteria as candidates identified by the NCG Committee. Shareholder nominations should be submitted in writing to the Nominating and Corporate Governance Committee, c/o Elisa D. Garcia, Secretary, Macy’s, Inc., 151 West 34th Street, New York, New York 10001. The full name and address of the proposed candidate, a description of the proposed candidate’s qualifications and any other relevant biographical information should be included in the nomination.
Advance Notice By-Law. The advance notice provision of our By-Laws requires shareholders who nominate candidates to deliver written notice to the Secretary of Macy’s not less than 60 days prior to the meeting of shareholders. If the date of the meeting is not publicly announced by us in a report filed with the SEC, furnished to shareholders, or in a press release at least 75 days prior to the meeting date, the nomination must be delivered to the Secretary of Macy’s not later than the close of business on the 10th day following the announcement of the meeting date. The advance notice provision requires the shareholder to submit specific information concerning itself and the proposed nominee, including, but not limited to, ownership information, name and address, and appropriate biographical information about and qualifications of the proposed nominee.
The presiding officer of the meeting may refuse to acknowledge a nomination not made in compliance with these requirements. Similar procedures prescribed by the By-Laws are also applicable to shareholders who bring any other business before an annual meeting of the shareholders. See “Submission of Future Shareholder Proposals.”
Proxy Access By-Law. The proxy access provision in our By-Laws allows an eligible shareholder or group of no more than 20 eligible shareholders that has maintained continuous ownership of 3% or more of our common stock for at least three years to include in our proxy materials for an annual meeting of shareholders a number of director nominees up to the greater of two or 20% of the directors then in office. An eligible shareholder must maintain the required 3% beneficial ownership at least until the annual meeting at which the proponent’s nominee will be considered. Proxy access nominees who withdraw or who
do not receive at least a 25% vote in favor of election will be ineligible as a nominee for next two annual meetings. If any shareholder proposes a director nominee under our advance notice provision, we are not required to include any proxy access nominee in our proxy statement for the annual meeting.
The shareholder is required to provide the information about itself and the proposed nominee(s) as indicated in the proxy access provision of our By-Laws. The required information must be in writing and delivered by personal delivery, overnight express courier or U.S. mail, postage pre-paid, addressed to the Secretary of Macy’s as follows:

received no earlier than the close of business on the 150th calendar day prior to the one-year anniversary of the mailing date of the previous year’s proxy statement; and

not later than the close of business on the 120th calendar day prior to the one-year anniversary of the mailing date of the previous year’s proxy statement.
If the scheduled annual meeting date differs from the anniversary date of the prior year’s annual meeting by more than 30 calendar days, the required information must be in writing and provided to the Secretary of Macy’s as follows:

received no earlier than the close of business on the 120th calendar day prior to the date of the annual meeting; and

not later than the close of business on the 60th calendar day prior to the annual meeting; or

if public announcement of the date of the annual meeting is not made at least 75 calendar days prior to the date of the annual meeting, notice must be received not later than the close of business on the 10th calendar day following the day on which public announcement is first made.
For purposes of this By-Law, “close of business” means 5:00 p.m. Eastern Time on any calendar day, whether or not a business day, and “principal executive offices” means 7 West Seventh Street, Cincinnati, Ohio 45202.
We are not required to include any proxy access nominee in our proxy statement if the nomination does not comply with the proxy access requirements of our By-Laws.
RETIREMENT POLICY
Our Corporate Governance Principles provide for a mandatory retirement age of 74. Our directors are required to resign from the Board as of the annual meeting following their 74th birthday.
 
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TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
RESIGNATION POLICY
The Board does not believe that a Non-Employee Director who retires or experiences an employment position change since becoming a Board member should necessarily resign from the Board. The Board requires, however, that promptly following such an event, the director notify the NCG Committee in writing and tender his or her resignation to the Committee for consideration.
Upon receipt of the notification of a change in status, the NCG Committee will review the continued appropriateness of the director remaining on the Board under the changed circumstances and recommend to the full Board whether to accept the resignation based on its assessment of what is best for the Company and its shareholders.
CORPORATE GOVERNANCE PRINCIPLES AND CODE OF BUSINESS CONDUCT AND ETHICS
Our Corporate Governance Principles and Code of Conduct, both of which apply to our principal executive officer, principal financial officer and principal accounting officer, as well as our Non-Employee Director Code of Business Conduct and Ethics, are available on our website at www.macysinc.com/investors/corporate-governance/governance-documents.
Shareholders may obtain copies of these documents and the charters for the Board committees, without charge, by sending a written request to: Secretary, Macy’s, Inc., 151 West 34th Street, New York, New York 10001.
FISCAL 2019 DIRECTOR COMPENSATION PROGRAM
Non-Employee Directors were entitled to receive the following compensation in fiscal 2019:
Type of Compensation
Amount of Compensation
Board Retainer $80,000 annually
Committee Chair Retainer $25,000 annually
Committee (non-chair) Member Retainer $10,000 annually
Lead Independent Director Retainer $30,000 annually
Equity Grant
Annual award of restricted stock units with a value of  $155,000
Matching Philanthropic Gift Up to $1,000 annually
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 2019 annual meeting, Non-Employee Directors received a grant of restricted stock units with a market value of approximately $155,000. The restricted stock units 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 restricted stock units is automatically deferred as stock credits under the Director Deferred Compensation Plan. Dividend equivalents on these stock credits are “reinvested” in additional stock credits. The stock credits are paid in shares of Macy’s common stock six months after the director’s Board service ends.
Non-Employee Directors and retired Non-Employee Directors may participate in the Company’s philanthropic matching gift program on the same terms as all regular employees. Macy’s matches up to a total of  $1,000 of gifts made by the 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.
 
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TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
DIRECTOR RETIREMENT PLAN
We terminated our retirement plan for Non-Employee Directors on a prospective basis effective May 16, 1997 (Plan Termination Date). Individuals who first became Non-Employee Directors after the Plan Termination Date are not entitled to receive any benefit from the plan.
Individuals who were Non-Employee Directors as of the Plan Termination Date are entitled to receive retirement benefits accrued as of the Plan Termination Date. They are entitled to receive an annual payment equal to the amount of the annual Board retainer earned immediately prior to
retirement, payable in monthly installments, commencing at retirement and continuing for the lesser of the person’s remaining life or a number of years equal to the person’s years of Board service prior to the Plan Termination Date. There are no survivor benefits under the terms of the retirement plan.
Ms. Whittington is the only current Non-Employee Director that participates in the plan. If she had retired on December 31, 2019, she would have been entitled to a $80,000 annual payment for a maximum of four years.
FISCAL 2019 DIRECTOR COMPENSATION PROGRAM REVIEW
In early 2020, the NCG Committee engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) to prepare a competitive assessment of our Non-Employee Director compensation program. Semler Brossy assessed our Non-Employee Director pay levels relative to the same 14-company peer group the CMD Committee uses in connection with its review of the compensation of the Named Executive Officers: Bed, Bath & Beyond, Best Buy, Dillard’s, Dollar Tree, Gap, Hudson’s Bay, J.C. Penney, Kohl’s, L Brands, Lowe’s Companies, Nordstrom, Ross Stores, Target and TJX Companies. Semler Brossy also utilized the 2018 – 2019 National Association of Corporate Directors
(NACD) Director Compensation survey as a secondary reference. Semler Brossy’s review indicated that the structure of our Non-Employee Director compensation program is well aligned with peer and general industry practice. Macy’s current average total Non-Employee Director pay is positioned near the peer median, the mix of pay (40% cash and 60% equity) is consistent with peers and other program elements (committee pay and lead independent director retainer) are competitively positioned within the range of peer median. As such, we currently believe there is no immediate need to change the compensation program.
FISCAL 2019 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
The following table reflects the compensation for each Non-Employee Director for fiscal 2019.
Mr. Gennette did not receive separate compensation for service as a Director.
2019 Director Compensation Table
Name
Fees Earned
or Paid in
Cash(1)
($)
Stock
Awards(2)
($)
Changes in Pension
Value and
Nonqualified Deferred
Compensation
Earnings(3)
($)
All Other
Compensation(4)
($)
Totals
($)
David P. Abney 95,833 155,002 0 308 251,143
Francis S. Blake 100,000 155,002 0 4,779 259,781
Torrence N. Boone 22,500 0 0 0 22,500
John A. Bryant 115,417 155,002 0 6,213 276,632
Deirdre P. Connelly 100,000 155,002 0 4,514 259,516
Leslie D. Hale 100,000 155,002 0 4,329 259,331
William H. Lenehan 100,000 155,002 0 360 255,362
Sara Levinson 100,000 155,002 0 2,044 257,046
Joyce M. Roché 115,417 155,002 0 4,146 274,565
Paul C. Varga 115,417 155,002 0 1,313 271,732
Marna C. Whittington 145,417 155,002 20,675 7,143 328,237
(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
 
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
credits under the Director Deferred Compensation Plan. Directors electing to defer fees as stock units and the number of stock units credited were: Mr. Lenehan — 5,085 shares, Ms. Hale — 2,544 shares and Ms. Roche — 2,889 shares.
(2)
The Non-Employee Directors other than Mr. Boone received 7,120 restricted stock units on May 17, 2019, valued at $21.77 per share, which was the closing price of our common stock on the grant date. With respect to Non-Employee Directors elected after the annual meeting date, our practice has been to grant restricted stock units valued at 50% of the annual grant if the director is elected within six months after the annual meeting. Pursuant to that practice, Mr. Boone did not receive a grant of restricted stock units when he joined the Board on December 12, 2019. The following table shows the number of stock options, deferred stock unit credits and restricted stock units held by each of the Non-Employee Directors as of the end of fiscal 2019:
Stock Options
Name
Exercisable
(#)
Unexercisable
(#)
Deferred Stock
Unit Credits
(#)
Restricted Stock
Units
(#)
Abney 0 0 2,569 7,120
Blake 0 0 20,701 7,120
Boone 0 0 0 0
Bryant 0 0 30,044 7,120
Connelly 0 0 44,483 7,120
Hale 0 0 29,630 7,120
Lenehan 0 0 33,462 7,120
Levinson 0 0 79,697 7,120
Roché 0 0 91,884 7,120
Varga 0 0 32,514 7,120
Whittington 0 0 83,609 7,120
(3)
The present value of benefits under the retirement plan for Ms. Whittington was determined as a deferred temporary life annuity based on years of Board service prior to May 16, 1997. The present value of benefits was determined using an effective discount rate of 2.89%. Base mortality rates are the Pri-2012 White Collar mortality table projected to 2016 using MP-2018 and then projected forward to the measurement date using MP-2019. Mortality is projected generationally from the measurement date using scale MP-2019. Scale MP-2019 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 calculations assume that the annual cash retainer remains at $80,000 (the retainer at the end of fiscal 2019) and a retirement at age 74, the mandatory retirement age for Directors as of the end of fiscal 2019.
(4)
“All Other Compensation” consists of the items shown below. Merchandise discounts are credited to the Directors’ Macy’s charge accounts.
Name
Merchandise
Discount
($)
Matching
Philanthropic Gift
($)
Total
($)
Abney 308 0 308
Blake 4,779 0 4,779
Boone 0 0 0
Bryant 6,213 0 6,213
Connelly 4,514 0 4,514
Hale 4,329 0 4,329
Lenehan 360 0 360
Levinson 1,044 1,000 2,044
Roché 3,146 1,000 4,146
Varga 1,313 0 1,313
Whittington 6,143 1,000 7,143
 
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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
DIRECTOR STOCK OWNERSHIP GUIDELINES; HEDGING/PLEDGING POLICY
The Board has adopted stock ownership guidelines for Non-Employee Directors. Under these guidelines, Non-Employee Directors are required to own Macy’s common stock equal in value to five times the annual Board retainer and maintain this ownership level for their Board tenure. As of fiscal 2020, the annual Board retainer is $80,000. The guideline currently is $400,000 of our common stock. Shares counted toward this requirement include:

any shares beneficially owned by the director or immediate family members

time-based restricted stock or restricted stock units, whether or not vested

stock credits or other stock units credited to a director’s account
Stock subject to unvested or unexercised stock options granted to Non-Employee Directors does not count toward the ownership requirement. Non-Employee Directors must comply with these guidelines within five years from the date the director’s Board service commenced. Each Non-Employee Director who has reached his or her ownership guideline date has satisfied the ownership requirement. In addition to these stock ownership guidelines, the restricted stock units granted to Non-Employee Directors each year are automatically deferred upon vesting under the Director Deferred Compensation Plan until six months after termination of Board service.
The Non-Employee Directors are covered by our policy which prohibits directors, executive officers and other participants in our long-term incentive plan from engaging in hedging and pledging transactions. The policy is described in greater detail on page 51.
 
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES
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Sustainability
Macy’s is committed to creating a more sustainable future. Over the past year we have taken concrete steps to refine our sustainability and environmental, social and governance (ESG) strategy. Our most recent Sustainability Report, released in September 2019, reports sustainability information in accordance with the Sustainable Accounting
Standards Board (SASB) standards for our industry sector and is available on our website at https://www.macysinc.com/sustainability. The contents of our Sustainability Report are not incorporated by reference into this proxy statement.
Highlights of our recent accomplishments from our Sustainability Report for 2018:
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES
Sustainability Governance
Our sustainability practices are governed by the Macy’s, Inc. Sustainability Working Group and overseen by our Board of Directors and senior executive leaders.
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Shareholder Engagement
Two shareholder proposals were presented at Macy’s 2019 Annual Meeting of Shareholders on ESG-related topics. We engaged in dialogue with the proponents and responded
with oversight of the Nominating and Corporate Governance Committee of our Board of Directors.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE INITIATIVES
Human Capital
Highlights from our Sustainability Report for 2018:
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ITEM 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed KPMG LLP, an independent registered public accounting firm, to audit Macy’s financial statements for the fiscal year ending January 30, 2021. KPMG LLP and its predecessors have served as our independent registered public accounting firm since 1988. Representatives of KPMG LLP are expected
to be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. The Audit Committee has asked the Board to submit to shareholders a proposal to ratify the appointment of KPMG LLP.
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The table below summarizes the fees paid to KPMG LLP during fiscal 2019 and fiscal 2018:
Year
Audit Fees
($)
Audit-Related
Fees
($)
Tax Fees
($)
All Other
Fees ($)
Total
($)
2019 4,000,000 244,080 48,292 0 4,292,372
2018 4,008,470 479,080 75,717 0 4,563,267
Audit fees represent fees for professional services rendered for the audit of our annual financial statements, the audit of our internal controls over financial reporting and the reviews of the interim financial statements included in our Forms 10-Q.
Audit-related fees represent professional services principally related to the audits of financial statements of employee benefit plans, audits of financial statements of certain subsidiaries and certain agreed upon procedures reports.
Tax fees represent professional services related to tax compliance and consulting services.
The Audit Committee has adopted policies and procedures for the pre-approval of all permitted non-audit services provided by our independent registered public accounting firm. All permitted non-audit services were pre-approved pursuant to this policy. A description of the policies and procedures appears below.
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The Board of Directors unanimously recommends that you vote FOR ratification of the appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 30, 2021, and your proxy will be so voted unless you specify otherwise.
 
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ITEM 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
POLICY AND PROCEDURES FOR PRE-APPROVAL OF NON-AUDIT SERVICES BY OUTSIDE AUDITORS
I.
Authority to Approve Non-Audit Services
Except as noted below, the Audit Committee (the “Committee”) will approve in advance all permitted non-audit services(1) (the “Permitted NAS”).
A.
The Committee may delegate to the Chair of the Committee the authority to pre-approve Permitted NAS; provided that any such pre-approval of Permitted NAS granted by any such delegee must be presented to the Committee at its meeting next following the approval.
B.
Pre-approval is not required for any Permitted NAS if:
1.
the aggregate amount of any such Permitted NAS constitutes no more than five percent (5%) of the total revenues paid by Macy’s to its auditors during the fiscal year in which the Permitted NAS are provided;
2.
the Permitted NAS were not recognized at the time of the auditor’s engagement to be a Permitted NAS (i.e., either a service indicated as an audit service at the time of the engagement evolves over the course of the engagement to become a non-audit service, or a non-audit service not contemplated at all at the time of the engagement is performed by the outside auditor after the engagement is approved); and
3.
the Permitted NAS are promptly brought to the attention of the Committee (or its delegee) by management and approved prior to the completion of the audit.
II.
Disclosure of Permitted Non-Audit Services in Outside Auditor’s Engagement Letter
A.
The Committee is to receive an itemization in the outside auditor’s engagement letter of Permitted NAS that the outside auditors propose to deliver to Macy’s during the course of the year covered by the engagement and contemplated at the time of the engagement.
1.
In its submissions to management covering its proposed engagement the outside auditors are to include a statement that the delivery of Permitted NAS will not impair the independence of the outside auditors.
B.
Whether a Permitted NAS is set out in the auditor engagement letter or proposed by the outside auditors subsequent to the time the engagement letter is submitted, the Committee (or its delegee as described above) is to consider, with input from management, whether delivery of the Permitted NAS impairs independence of the outside auditors.
1.
The Committee is to evaluate, in making such consideration, the non-audit factors and other related principles (the “Qualifying Factors”) set out below.

Whether the service is being performed principally for the Audit Committee;

The effects of the service, if any, on audit effectiveness or on the quality and timeliness of Macy’s financial reporting process;

Whether the service would be performed by specialists (e.g., technology specialists) who ordinarily also provide recurring audit support;

Whether the service would be performed by outside audit personnel and, if so, whether it will enhance their knowledge of Macy’s business and operations;

Whether the role of those performing the service (e.g., a role where neutrality, impartiality and auditor skepticism are likely to be subverted) would be inconsistent with the outside auditor’s role;

Whether the outside audit firm’s personnel would be assuming a management role or creating a mutuality of interest with Macy’s management;

Whether the outside auditors, in effect, would be auditing their own numbers;
(1)
The nine categories of prohibited non-audit services are:
(i)
bookkeeping or other services related to the accounting records or financial statements of the audit client;
(ii)
financial information systems design and implementation;
(iii)
appraisal or valuation services, fairness opinions, or contribution-in-kind reports;
(iv)
actuarial services;
(v)
internal audit outsourcing;
(vi)
management functions or human resources;
(vii)
broker or dealer, investment adviser, or investment banking services;
(viii)
legal services and expert services unrelated to the audit; and
(ix)
any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.
 
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ITEM 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Whether the project must be started and completed very quickly;

Whether the outside audit firm has unique expertise in the service;

Whether the service entails the outside auditor serving in an advocacy role for Macy’s; and

The size of the fee(s) for the non-audit service(s).
III.
Annual Assessment of Policy
The Committee will determine on an annual basis whether to amend this policy.
REPORT OF THE AUDIT COMMITTEE
The Board has adopted a written Audit Committee Charter. All members of the Audit Committee are independent, as defined in Sections 303A.06 and 303A.07 of the NYSE’s listing standards.
The Audit Committee has reviewed and discussed with Macy’s management and KPMG LLP the audited financial statements contained in Macy’s Annual Report for fiscal 2019. The Audit Committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.
The Audit Committee has received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding
KPMG LLP’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP their independence.
Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in Macy’s Annual Report on Form 10-K for fiscal 2019 for filing with the Securities and Exchange Commission.
Respectfully submitted,
John A. Bryant, Chairperson
Leslie D. Hale
William H. Lenehan
Joyce M. Roché
Marna C. Whittington
 
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ITEM 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
We are asking shareholders to approve, on an advisory basis, the compensation of our named executive officers (the Named Executive Officers or NEOs), as disclosed pursuant to Securities and Exchange Commission rules, including in the Compensation Discussion & Analysis, the executive compensation tables and related material included in this proxy statement. This proposal, commonly known as a say-on-pay proposal, gives shareholders the opportunity to express their views on our executive compensation program and policies. The vote is not intended to address any specific item of compensation, but rather to address our overall approach to the compensation of our Named Executive Officers described in this proxy statement. In 2019, our say-on-pay proposal received a FOR vote of 90.5%.
The text of the resolution setting forth the proposal is as follows:
RESOLVED, that the shareholders of Macy’s, Inc. approve the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Company’s 2020 annual meeting of shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion & Analysis and the 2019 Summary Compensation Table and related compensation tables and narrative discussion.
We urge you to read the Compensation Discussion & Analysis, which begins on page 36 and discusses how our
compensation policies and procedures implement our pay-for-performance compensation philosophy.
We have designed our executive compensation structure to attract, motivate, and retain executives with the skills required to formulate and implement our strategic business objectives and deliver on our commitment to build long-term shareholder value. We believe that our executive compensation program is competitive, strongly focused on pay-for-performance principles and appropriately balanced between risk and rewards.
The vote regarding the compensation of the Named Executive Officers is being provided pursuant to Section 14A of the Securities Exchange Act of 1934. The vote is advisory and not binding on the Company, the CMD Committee or the Board of Directors. Although non-binding, the Board of Directors and the CMD Committee value the opinions shareholders express by their votes and will take the voting results into consideration when making future compensation decisions as they deem appropriate. We currently hold say-on-pay votes on an annual basis.
If no voting specification is made on a properly returned or voted proxy card, the proxies named on the proxy card will vote “FOR” the approval of the compensation of the Named Executive Officers as disclosed in this proxy statement and described in this Item 3.
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The Board of Directors unanimously recommends that you vote FOR the approval of the compensation of the Named Executive Officers as disclosed in this proxy statement.
 
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COMPENSATION COMMITTEE REPORT
The Compensation and Management Development (CMD) Committee has reviewed and discussed the Compensation Discussion & Analysis with Macy’s management. Based on such review and discussions, the CMD Committee recommended to the Board that the Compensation Discussion & Analysis be included in Macy’s Annual Report on Form 10-K for the fiscal year ended February 1, 2020 and proxy statement.
The foregoing report was submitted by the CMD Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or to the liabilities of Section 18 of the Exchange Act.
Respectfully submitted,
Paul C. Varga, Chairperson
David P. Abney
Francis S. Blake
Deirdre P. Connelly
Sara Levinson
 
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COMPENSATION DISCUSSION & ANALYSIS
This Compensation Discussion and Analysis (CD&A) describes our executive compensation policies and practices and how our Named Executive Officers (NEOs) are compensated.
For fiscal 2019, our NEOs were:
Name
Principal Position
Years with Macy’s
Jeff Gennette Chief Executive Officer 36
Paula A. Price Chief Financial Officer 1
Elisa D. Garcia Chief Legal Officer 3
Danielle L. Kirgan(1) Chief Transformation Officer 2
John T. Harper(2) Chief Operations Officer 36
Harry A. Lawton III(3) Former President 2
(1)
Ms. Kirgan was appointed Chief Transformation Officer in February 2020.
(2)
Mr. Harper was appointed Chief Operations Officer in January 2020. In fiscal 2020, Mr. Harper’s compensation program will be aligned with the program for executive officers. The compensation programs described in this proxy statement reflect those of the other named executive officers for fiscal 2019.
(3)
Mr. Lawton served as President until December 2019. We are required to disclose Mr. Lawton’s compensation in this proxy statement because his total compensation placed him among the three most highly compensated executive officers other than the CEO and CFO. Due to his termination, Mr. Lawton forfeited all outstanding equity grants received and he was not eligible for an annual incentive for fiscal 2019.
EXECUTIVE COMPENSATION TABLE OF CONTENTS
36 COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY
37
EXECUTIVE COMPENSATION HIGHLIGHTS
38
39
39
39
40
41
Executive Compensation Governance
THE KEY ELEMENTS OF EXECUTIVE COMPENSATION
43
43
44
45
45
47
48
HOW WE SET EXECUTIVE COMPENSATION
49
49
EXECUTIVE COMPENSATION GOVERNANCE
50
50
51
51
51
52
OUR COLLEAGUE COMPENSATION PHILOSOPHY
NON-GAAP METRICS
FORWARD-LOOKING STATEMENTS
55
2019 SUMMARY COMPENSATION TABLE
PLAN-BASED AWARDS
65
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
75 CEO Pay Ratio
 
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COMPENSATION DISCUSSION & ANALYSIS
EXECUTIVE SUMMARY
Overview of 2019 Business
North Star Strategy. The North Star Strategy was implemented in 2017 to focus on key growth areas, embrace customer centricity and optimize value in our real estate portfolio. In 2019, our NEOs continued execution of the North Star Strategy, including the launch of a comprehensive productivity plan and the execution of five strategic initiatives underlying components of the strategy. Highlights of these strategic initiatives include:

Growth150: Expanded the Growth50 to the Growth150 with the addition of 100 locations in 2019. These additional 100 locations received the store improvement initiatives executed at the Growth50 locations (the “Growth treatment”), such as facility upgrades, merchandising strategies and localized marketing. The Growth150 stores comprise approximately 50% of Macy’s 2019 store sales. Comparable store sales of the original Growth50 outperformed the Macy’s store fleet by approximately 3 percentage points in 2019.

Backstage: Expanded Backstage, Macy’s off-price offering, to another 50 locations within existing Macy’s locations in 2019. Backstage locations open for more than 12 months continued to achieve mid-single digit comparable sales growth and have improved gross margin and inventory turn.

Vendor Direct: Grew the vendor direct program (merchandise purchased from our websites and digital applications and shipped directly to customers from the vendor) into additional brands and assortments. In 2019, the vendor direct program reached a milestone by offering more than 1 million SKUs, many through 1,000 new vendors. This drove a nearly 60% increase in vendor direct sales, which now comprise more than 13% of Macy’s brand digital sales.

Mobile: Improved omnichannel experience for customers through the enhancement of application features such as My Wallet (online order pick-up identification, payment and Star Rewards loyalty features), My Store (access to in-store offers, store maps and product locator features) and My Stylist (connects customers with in-store fashion consultants). We saw a greater than 55% increase in sales on the application with nearly triple-digit growth in downloads and significant increases in monthly active users. The mobile application now contributes approximately 20% of Macy’s brand digital sales.

Destination Businesses: Invested in “destination businesses,” six areas of the business that account for nearly 40% of total Macy’s sales: dresses, fine jewelry, big ticket, men’s tailored, women’s shoes and beauty. We have disproportionately invested in these categories to drive growth through great product, top-performing colleagues, improved environment and enhanced marketing. All six are high-AUR (average unit retail) and high-margin businesses and continue to outperform the balance of the businesses on market share, return on investment and profitability. Macy’s captures approximately 9% of the market in these businesses.
Bloomingdale’s experienced strong sales performance in its stores and growth in both digital and Bloomingdale’s The Outlet stores. In 2019 we opened a new Bloomingdale’s in Norwalk, Connecticut and two new Bloomingdale’s The Outlet locations.
Bluemercury, our luxury beauty products and spa retailer, continued its growth during the year. The brand opened nine stores and launched its first loyalty program, Bluerewards.
Operating Performance
Key financial results for fiscal 2019:
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    1.6%
decrease in net sales for 2019 to $24.56 billion

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    0.7%
decrease in comparable sales on an owned plus licensed basis
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    30.4%
decrease in adjusted diluted earnings per share to $2.91
$525M
in debt we voluntarily repurchased


Net sales for 2019 were $24.56 billion, a decrease of 0.7% on an owned-plus-licensed comparable basis

Asset sale gains in 2019 were $162 million, $227 million lower than last year

Earnings before interest and taxes (EBIT) for 2019 totaled $943 million, which was $756 million
 
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COMPENSATION DISCUSSION & ANALYSIS
lower than last year due to lower gross margin from higher delivery expense and promotional markdowns, lower asset sales gains and higher one-time costs

Cash flow from operating activities was $1.608 billion for 2019, down $127 million from last year

We used excess cash in 2019 to voluntarily repurchase $525 million of debt in a tender offer transaction
Net sales decreased 1.6% compared to 2018 and comparable sales were down 0.7% on an owned plus licensed basis. Net income attributable to Macy’s shareholders was $564 million, a decrease of  $544 million from $1,108 million in 2018. Earnings before interest, taxes, depreciation and amortization excluding
restructuring, impairment, store closing and other costs and settlement charges (“Adjusted EBITDA”) was $2,336 million, compared to $2,877 million in 2018.
The above performance is reflected in lower payouts to NEOs under the annual incentive plan of approximately 41.6% of target incentive opportunities for 2019, compared to total payouts of 166.8% of target for 2018.
Change in sales on an owned plus licensed basis, EBIT, Adjusted EBITDA and Adjusted Diluted Earnings per Share are non-GAAP financial measures. Reconciliations to the most directly comparable GAAP measures are provided in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations —  Important Information Regarding Non-GAAP Financial Measures” on page 30 of Macy’s Annual Report on Form 10-K.
Announcement of Polaris Strategy
At our Investor Day in February 2020, we announced the Polaris strategy, a three-year (2020 – 2022) plan designed to stabilize profitability and position the Company for sustainable, profitable growth. The strategy continues our focus on cost reduction and reinvestment and introduces new initiatives that address aspects of the business under our control as well as external factors such as the changing retail environment. The five major components of the Polaris strategy are:

Strengthen Customer Relationships: Build customer lifetime value, expand Star Rewards loyalty program with the launch of Loyalty 3.0 in early February and accelerate personalization and monetization.

Curate Quality Fashion: Establish ourselves as the best destination for the best brands, drive disciplined merchandise category roles and balance our sales and margins.

Accelerate Digital Growth: Enhance the digital experience across the Macy’s website and app, grow omni-channel customer base and improve profitability.

Optimize the Store Portfolio: Continue the Growth treatment for stores in the best malls, expand
off-mall profitably, and test and prove a retail ecosystem model with a mix of Macy’s store formats within a geographic market.

Reset Cost Base: Right-size the organization and expense base, improve working capital and balance top-line and bottom-line growth.
COVID-19
As previously announced, in response to the widespread coronavirus (COVID-19) outbreak, we have temporarily closed all of our stores, including all Macy’s, Bloomingdale’s, Bluemercury, Macy’s Backstage, Bloomingdales the Outlet and Market by Macy’s stores, and have taken other actions to mitigate the financial impact of the pandemic on our operations, including but not limited to suspending our quarterly dividend, deferring capital spending and drawing down on our credit facility. On March 30, 2020, we announced that, beginning April 1, 2020, we will be putting the majority of our workforce on furlough and all employees at the director-level and above who are not furloughed, including our NEOs, will have a pay reduction and our Chief Executive Officer and the Board of Directors will receive no cash compensation.
EXECUTIVE COMPENSATION HIGHLIGHTS
Our Compensation Program Objectives
Our compensation program objectives are to provide competitive and reasonable compensation opportunities, focus on results and strategic objectives, foster a pay-for-performance culture, and attract and retain key executives. Balancing these key objectives helps ensure accountability to our shareholders.
For a discussion of our short and long-term incentive program see pages 43 and 45.
For a discussion of our broader Colleague Compensation Philosophy see page 52.
 
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COMPENSATION DISCUSSION & ANALYSIS
Shareholder Support for our Compensation Program
We value the opinions shareholders express by their votes and dialog regarding our executive compensation program.
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At our 2019 annual meeting, shareholders representing 90.5% of votes cast approved our “say-on-pay” proposal in support of our executive compensation program. This was the 8th consecutive year of shareholder support in excess of 90%. The CMD Committee considered these results to represent general support of our named executive officer compensation program.
2019 Compensation Program
In support of our program objectives, the CMD Committee made the following decisions about the 2019 compensation program:

No changes to base salaries, target pay opportunities in the incentive plans or the equity mix

Implemented a 200% maximum incentive opportunity in the annual incentive plan and the long-term performance plan to align with typical market practice and provide a reward for significant overperformance

Modified the design for the relative TSR goal in the long-term performance plan to include shareholder-friendly provisions and more closely align the intended value of the award with the accounting cost, including implementation of:

Negative TSR Cap: If Macy’s absolute TSR over performance period is negative, any payout earned is capped at target

Maximum Value Cap: Regardless of Macy’s performance relative to peers or stock price growth, the maximum payout amount for the relative TSR metric is 400% of the target grant value
Pay-for-Performance Mix
Our executive officers can directly influence overall performance. Thus, the largest portion of our NEOs’ compensation is variable, at-risk pay aligned with the Company’s strategic plan. Based on a combination of annual performance-based incentive awards and long-term performance-based equity incentive awards, 88% of our CEO’s fiscal 2019 target total direct compensation, and
77% (on average) of our other NEOs’ fiscal 2019 target total direct compensation, was delivered through variable incentives. Payout under these variable incentives is tied to a variety of metrics including changes in stock price and predetermined performance objectives (financial and strategic). Equity compensation represents the largest element of pay for our NEOs.
 
Macy’s, Inc. 2020 Notice of Meeting and Proxy Statement