TABLE OF CONTENTS
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:
 

TABLE OF CONTENTS
[MISSING IMAGE: tm213648d1-ofc_macypnlr.jpg]

TABLE OF CONTENTS
[MISSING IMAGE: tm213648d1-ifc_macypnlr.jpg]

TABLE OF CONTENTS
[MISSING IMAGE: lg_macysinc-bw.jpg]
151 West 34th Street, New York, New York 10001
To the Shareholders:
[MISSING IMAGE: tm2013061d1-ph_jeffgennepn.jpg]
I invite you to attend Macy’s 2021 Annual Meeting of Shareholders scheduled for Friday, May 21, 2021, 11:00 a.m., Eastern Time (the “Annual Meeting”). This year’s annual meeting will be completely virtual conducted electronically via live webcast. You will be able to attend the Annual Meeting, vote and submit your questions in advance of or during the Annual Meeting by visiting www.virtualshareholdermeeting.com/M2021. 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 or voting instruction card if you receive the proxy materials by mail. We are enclosing the notice of meeting, proxy statement and form of proxy with this letter.
We are holding the Annual Meeting virtually again this year to enable participation by a broader number of shareholders, particularly in light of the COVID-19 pandemic. We also believe that hosting a virtual meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate more effectively with our shareholders, and reduces the cost and environmental impact of the Annual Meeting.
We are also pleased to save costs and help protect the environment by once again 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 January 30, 2021 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 Annual 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 in advance of the Annual Meeting 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,
[MISSING IMAGE: sg_jeffgennette-bw.jpg]
JEFF GENNETTE
Chairman and Chief Executive Officer
April 6, 2021
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE CAST YOUR VOTE PROMPTLY.
 

TABLE OF CONTENTS
[MISSING IMAGE: lg_macysstar-hpms.jpg]
NOTICE OF THE 2021 ANNUAL MEETING OF SHAREHOLDERS OF MACY’S, INC.
[MISSING IMAGE: tm207868d1-icon_calenbw.jpg]
WHEN
May 21, 2021
11:00 a.m. Eastern Time
[MISSING IMAGE: tm2013061d1-icon_wherebw.jpg]
WHERE
The Annual Meeting
will be held virtually via live webcast and can be accessed
online at www.virtualshare
holdermeeting.com/M2021
[MISSING IMAGE: tm207868d1-icon_recordbw.jpg]
RECORD DATE
Shareholders of record at the close of business on March 25, 2021 are entitled to notice of, and to attend and vote during the Annual Meeting
ITEMS OF BUSINESS
1
Election of 10 directors named below to Macy’s board of directors to serve until the next annual meeting
[MISSING IMAGE: tm213648d1-fc_itemspn.jpg]
2
Ratification of the appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 29, 2022
3
Advisory vote to approve named executive officer compensation
4
Approval of the Macy’s, Inc. 2021 Equity and Incentive Compensation Plan
Transaction of any other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting
PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)
[MISSING IMAGE: tm2013061d1-icon_wherebw.jpg]
Over the Internet during the Annual Meeting at www.virtualshare
holdermeeting.com/​
M2021
[MISSING IMAGE: tm207868d1-icon_mobilebw.jpg]
by telephone 24/7
at 1 (800) 690-6903



[MISSING IMAGE: tm207868d1-icon_internetbw.jpg]
over the Internet 24/7 at www.proxyvote.com



[MISSING IMAGE: tm207868d1-icon_mailbw.jpg]
by mailing your completed proxy to:
Macy’s, Inc.
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
[MISSING IMAGE: tm207868d1-icon_qrpnlr.jpg]
by scanning the
QR code with your
mobile device


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 can vote by returning your voting instruction card, or by following the instructions for voting via telephone or the internet, as provided by the broker or other organization. Street name holders may also vote online during the Annual Meeting.
If you are a participant in our 401(k) Retirement Investment Plan, you may attend and participate in the Annual Meeting, but you will not be able to vote the shares held in this plan electronically during the Annual Meeting. You must vote in advance of the Annual Meeting online, by phone, or by mail.
 

TABLE OF CONTENTS
NOTICE OF THE 2021 ANNUAL MEETING OF SHAREHOLDERS OF MACY’S, INC.
Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by
completing and returning your proxy card or voting instruction card promptly, or by voting
by telephone or over the Internet, prior to the Annual Meeting to ensure that your shares will
be represented.
VIRTUAL MEETING PARTICIPATION
Any shareholder can listen to and participate in the Annual Meeting live via the Internet at
www.virtualshareholdermeeting.com/M2021. 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 in advance of or during the meeting.
Additional information on how you can attend and participate in the virtual Annual Meeting is set forth in “Annual Meeting and Voting Information” beginning on page 95.
By Order of the Board of Directors,
[MISSING IMAGE: ph_elisagarci-bw.jpg]
[MISSING IMAGE: sg_elisadgarcia-bw.jpg]
ELISA D. GARCIA
Secretary
April 6, 2021
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 21, 2021.
The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended January 30, 2021 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 January 30, 2021 (fiscal 2020) and a proxy card or voting instruction card are being mailed to, or can be accessed online by, shareholders on or about April 6, 2021.
[MISSING IMAGE: tm207868d1-icon_edelivpn.jpg]
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.
 

TABLE OF CONTENTS
PROXY STATEMENT
TABLE OF CONTENTS
1 PROXY SUMMARY
5
ITEM 1. ELECTION OF DIRECTORS
6
Nominees for Election as Directors
12
12
Attendance at Board Meetings
12
Communications with the Board
12
Shareholder Engagement
12
Director Independence
13
Board Leadership Structure
14
Lead Independent Director
15
Risk Oversight
16
Committees of the Board
19
Director Nomination and Qualifications
21
Skills Matrix
22
Director Nominations by Shareholders
22
Retirement Policy
23
Resignation Policy
23
23
Fiscal 2020 Director Compensation Program
24
Director Retirement Plan
24
Director Compensation Program Review
25
26
27
30
31
32 REPORT OF THE AUDIT COMMITTEE
33
ITEM 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
34
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
45
47 COMPENSATION COMMITTEE REPORT
48 COMPENSATION DISCUSSION & ANALYSIS
48
Executive Summary
51
2021 Compensation Program Design Highlights
52
Highlights of Our Executive Compensation Program
54
56
Executive Compensation Practices
57
The Key Elements of Executive Compensation
60
Summary of Leadership Changes in 2020
61
How We Determine Executive Compensation
62
How We Set Executive Compensation
63
Executive Compensation Governance
65
Non-GAAP Metrics
65
Forwarding Looking Statements
66
68
2020 Summary Compensation Table
70
Plan-Based Awards
76
Post Retirement Compensation
80
Potential Payments Upon Termination or Change in
Control
88
CEO Pay Ratio
90 OUR COLLEAGUE COMPENSATION PHILOSOPHY
91 STOCK OWNERSHIP
94 POLICY ON RELATED PERSON TRANSACTIONS
95 ANNUAL MEETING AND VOTING INFORMATION
95
Virtual Annual Meeting
95
Record Date
95
Confidential Shareholder Voting Policy
96
Quorum
96
Vote Required For Each Proposal and Board
Recommendation
96
Majority Vote Standard for Director Election
96
Broker Non-Votes
96
Methods of Voting
98
Revoking Your Proxy
98
98
Shareholders Sharing the Same Address
99 SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS
99 OTHER MATTERS
101
 
i[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
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 Shareholders to be held on May 21, 2021 (the Annual Meeting). We began giving these proxy materials to our shareholders on April 6, 2021.
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.
2021 ANNUAL MEETING OF SHAREHOLDERS
[MISSING IMAGE: tm207868d1-icon_calenbw.jpg]
WHEN
May 21, 2021
11:00 a.m. Eastern Time
[MISSING IMAGE: tm2013061d1-icon_wherebw.jpg]
WHERE
The Annual Meeting will be held virtually via live webcast and can be accessed online at www.virtualshareholder
meeting.com/M2021
[MISSING IMAGE: tm207868d1-icon_recordbw.jpg]
RECORD DATE
Shareholders of record at the close of business on March 25, 2021 are entitled to notice of, and to attend and vote during the Annual Meeting
PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)
[MISSING IMAGE: tm2013061d1-icon_wherebw.jpg]
Over the Internet during the Annual Meeting at www.virtualshare
holdermeeting.com/
M2021
[MISSING IMAGE: tm207868d1-icon_mobilebw.jpg]
by telephone 24/7 at 1 (800) 690-6903



[MISSING IMAGE: tm207868d1-icon_internetbw.jpg]
over the Internet 24/7 at
www.proxyvote.com



[MISSING IMAGE: tm207868d1-icon_mailbw.jpg]
by mailing your completed proxy to:
Macy’s, Inc.
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
[MISSING IMAGE: tm207868d1-icon_qrpnlr.jpg]
by scanning the QR code with your mobile device


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 can vote by returning your voting instruction card, or by following the instructions for voting via telephone or the internet, as provided by the broker or other organization. Street name holders may also vote online during the
Annual Meeting. If you are a participant in our 401(k) Retirement Investment Plan, you may attend and participate in the Annual Meeting, but you will not be able to vote the shares held in this plan electronically during the Annual Meeting. You must vote in advance of the Annual Meeting online, by phone, or by mail.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]1

TABLE OF CONTENTS
PROXY SUMMARY
VOTING MATTERS
Item
Board’s
Recommendation
See
page
1
Election of 10 directors named below to Macy’s board of directors to serve until the next annual meeting
[MISSING IMAGE: tm213648d1-fc_itemspn.jpg]
[MISSING IMAGE: tm207868d1-icon_tickpn.jpg]
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 29, 2022
[MISSING IMAGE: tm207868d1-icon_tickpn.jpg]
FOR
3
Advisory vote to approve named executive officer compensation
[MISSING IMAGE: tm207868d1-icon_tickpn.jpg]
FOR
33
4
Approval of the Macy’s, Inc. 2021 Equity and Incentive Compensation Plan
[MISSING IMAGE: tm207868d1-icon_tickpn.jpg]
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
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
9 of 10 Director nominees are independent
3
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Annual Board and Committee evaluation
14
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Annual election of all directors
5
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Board and Committee oversight of risk
15
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Confidential shareholder voting policy
95
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Director resignation policy
23
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Director retirement policy
22
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Diverse Board in terms of gender, ethnicity, experience and skills
4
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Independent Board Committees
16
Page
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Lead independent director
14
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Majority voting in uncontested director elections
96
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
No shareholder rights plan
n/a
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Policy prohibiting pledging and hedging ownership of Macy’s stock
26;64
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Proxy access
22;99
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Regular executive sessions of independent directors
14
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Share ownership guidelines for directors and executive officers
26;91
[MISSING IMAGE: tm207868d1-icon_tickpn.gif]
Single voting policy
95
CORPORATE SOCIAL RESPONSIBILITY
Macy’s is committed to creating a more sustainable future. See Sustainability, Diversity & Inclusion and Human Capital, beginning on page 27.
 
2[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
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
Francis S. Blake
(71)

Senior Leadership

Finance/Accounting

Corporate Governance

Global/​International

Retail

Risk Management
2015
Former Chairman and CEO, The Home Depot, Inc.
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
2
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
Torrence N. Boone
(51)

Senior Leadership

Global/International

Retail

Marketing/Brand Management

eCommerce

Investment Banking
2019
Vice President, Global Client Partnerships, Alphabet Inc.
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
0
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
John A. Bryant
(55)

Senior Leadership

Finance/Accounting

Corporate Governance

Global/​International

Retail

Risk Management
2015
Former Chairman, President and CEO, Kellogg Company
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
3
[MISSING IMAGE: tm207868d1-icon_copyrightpn.gif]
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
Deirdre P. Connelly
(60)

Senior Leadership

Human Resources

Global/International

Marketing/Brand Management
2008
Former President, North American Pharmaceuticals, GlaxoSmithKline
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
2
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
[MISSING IMAGE: tm213648d1-icon_vicepn.gif]
Jeff Gennette (59)

Senior Leadership

Retail

Marketing/Brand Management

eCommerce

Risk Management
2016
Chairman of the Board and CEO, Macy’s, Inc.
0
Leslie D. Hale (48)

Senior Leadership

Finance/Accounting

Investment Banking & Real Estate

Investor Relations

Risk Management
2015
President and CEO, RLJ Lodging Trust
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
1
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
William H. Lenehan
(44)

Senior Leadership

Finance/Accounting

Corporate Governance

Investment Banking & Real Estate

Risk Management
2016
President and CEO, Four Corners Property Trust, Inc.
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
1
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
Sara Levinson
(70)

Senior Leadership

Corporate Governance

Marketing/Brand Management

eCommerce
1997
Co-Founder and Director, Katapult
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
1
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
Paul C. Varga
(57)

Senior Leadership

Finance/Accounting

Corporate Governance

Global/International

Retail

Marketing/Brand Management

Risk Management
2012
Former Chairman and CEO, Brown-Forman Corporation
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
1
[MISSING IMAGE: tm207868d1-icon_copyrightpn.gif]
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
Marna C. Whittington
(73)

Senior Leadership

Finance/Accounting

Corporate Governance

Investment Banking

Risk Management
1993
Former CEO, Allianz Global Investors Capital
[MISSING IMAGE: tm207868d1-icon_indeppn.gif]
2
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
[MISSING IMAGE: tm207868d1-icon_copyrightpn.gif]
Committee Information:
A
Audit
CMD
Compensation and Management Development
[MISSING IMAGE: tm207868d1-icon_copyrightpn.gif]
Committee Chair
F
Finance
NCG
Nominating and Corporate Governance
[MISSING IMAGE: tm213648d1-icon_vicepn.gif]
Committee Vice Chair
[MISSING IMAGE: tm207868d1-icon_memberbw.gif]
Committee Member
*The following changes to Key Committee Memberships will become effective as of May 21, 2021:

Deirdre P. Connelly will become Chair of the NCG Committee.

Francis S. Blake will become Chair of the CMD Committee, join the Finance Committee and no longer be a member of the NCG Committee.

Paul C. Varga will step down as Chair of CMD Committee but will remain a member.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]3

TABLE OF CONTENTS
PROXY SUMMARY
Our director nominees provide an effective mix of experience and fresh ideas, as well as gender, age and racial/​ethnic diversity.
[MISSING IMAGE: tm213648d1-pc_genderpn.jpg]
[MISSING IMAGE: tm213648d1-pc_ethnicdivpms.jpg]
[MISSING IMAGE: tm213648d1-pc_indepenpn.jpg]
[MISSING IMAGE: tm213648d1-pc_agepn.jpg]
[MISSING IMAGE: tm213648d1-pc_tenurepn.jpg]
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 48.
 
4[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
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 2022 or until his or her successor is duly elected and qualified.
David P. Abney, who has served as a director since October 2018, will not stand for re-election following expiration of his current term at the Annual Meeting. Joyce Roché, who has served as a director since February 2006, will retire as of the Annual Meeting in accordance with our director retirement policy. We thank Ms. Roché and Mr. Abney for their many years of service to Macy’s and our shareholders. Effective as of the Annual Meeting, the Board has approved reduction of the size of the Board from twelve to ten members.
Information regarding the director nominees is set forth below. Ages are as of March 25, 2021. 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.
[MISSING IMAGE: tm207868d1-icon_starpn.jpg]
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.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]5

TABLE OF CONTENTS
ITEM 1. ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS:
[MISSING IMAGE: ph_francisblake-4clr.jpg]
Committees

CMD

NCG
Other Current
Public
Directorships

Delta Air Lines, Inc.

The Procter &
Gamble Company
Francis S. Blake
Director since November 2015
Former Chairman and Chief Executive Officer of The Home Depot, Inc.
Age 71 |  [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.
 
6[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

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

Audit

NCG
Previous Public
Directorships
During Last Five
Years

The Finish Line, Inc.
(until 2018)
Torrence N. Boone
Director since December 2019
Vice President, Global Client Partnerships, Alphabet Inc.
Age 51 |  [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

Coca-Cola European
Partners
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 55 |  [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.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]7

TABLE OF CONTENTS
ITEM 1. ELECTION OF DIRECTORS
[MISSING IMAGE: tm213648d1-ph_monha14c.jpg]
Committees

CMD

NCG (Vice Chair)
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 60 |  [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.

President, 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, merchandising, risk management and compensation/benefits oversight. In addition, as a former Human Resources executive, Ms. Connelly also has valuable insight in managing a large-scale, diverse workforce.
[MISSING IMAGE: ph_jeffgenn-bwlr.jpg]
Jeff Gennette
Director since June 2016
Chairman and Chief Executive Officer of Macy’s, Inc.
Age 59
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.
 
8[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
ITEM 1. ELECTION OF DIRECTORS
[MISSING IMAGE: ph_lesliehale-4clr.jpg]
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 48 |  [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 from May 2011 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
Mrs. 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.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]9

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

Audit

Finance
Other Current
Public
Directorships

Four Corners
Property Trust, Inc.
William H. Lenehan
Director since April 2016
President and Chief Executive Officer of Four Corners Property Trust, Inc.
Age 44 |  [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 70 |  [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.
 
10[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
ITEM 1. ELECTION OF DIRECTORS
[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 57 |  [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 January 2019.

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.






[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 73 |  [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.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]11

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
ATTENDANCE AT BOARD MEETINGS
Our Board held 17 meetings during the fiscal year ended January 30, 3031 (fiscal 2020). All of our directors attended more than 75% of the meetings held during fiscal 2020 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 serving at the time of our most recent annual meeting of shareholders held in May 2020 attended such meeting.
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., 151 West 34th Street, New York, New York 10001, 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.
SHAREHOLDER ENGAGEMENT
We welcome the opportunity to engage with our shareholders to inform, solicit feedback and understand their perspectives on strategy and performance, governance and other matters of mutual interest and importance. Over the last year members of our senior management, investor relations and corporate governance teams participated in numerous outreach activities with analysts and institutional investors, including our investor day, investor conferences, and small-group and one-on-one meetings and conference calls. We offer shareholders several ways 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.
In the fall of 2020, we reached out to 18 shareholders including 15 of our top shareholders, representing approximately 56% of our outstanding shares (as of
June 30, 2020), as well as major proxy advisory firms to provide an update on and seek dialog and feedback on our governance practices and compensation programs. Ultimately, we held telephonic meetings with governance representatives of shareholders representing approximately 28% of our outstanding shares (as of June 30, 2020). Engagement topics included our Polaris and sustainability strategies, diversity and inclusion, health and safety in the face of the pandemic, our governance profile and key features of our executive compensation plans for 2020. Shareholders were appreciative of the transparency, expressed alignment with our compensation actions in response to the pandemic and made suggestions to consider in developing 2021 programs. Following our off-season outreach, we provided an overview of the discussions and feedback to the applicable Board committees.
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,
 
12[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
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.

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: Francis Blake, Torrence Boone, John Bryant, Deirdre Connelly, Leslie Hale, William Lenehan, Sara Levinson, Paul Varga and Marna Whittington. Our Board also determined that David Abney and Joyce Roché qualify as independent under NYSE rules and satisfy our Standards for Director Independence.
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
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]13

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
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 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.
Paul Varga has been elected as lead independent director for a two-year term commencing in May 2021. Mr. Varga will succeed Marna Whittington, who has served as the lead independent director since 2015.
Under our Lead Independent Director 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 (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
 
14[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
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. The NCG Committee oversees ESG risks and mitigation strategies and the CMD Committee oversees human capital related risks.
During 2020 we assembled a cross-functional team, which included our executive officers, for continuously monitoring the impact of the COVID-19 outbreak on our business operations and implementing measures to manage liquidity and other risks. The Board was 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 reviews risks associated with our executive compensation program and evaluates the potential for unintended risks associated with the design of the program.
Our internal compensation team analyzed our 2020 executive compensation program to determine the potential for incentive plan provisions or design features that could exacerbate or incentivize business risk. Consistent with prior year’s conclusions, our analysis indicated our compensation program is well-designed and does not create material risk for the Company. The program also includes a number of features that mitigate risk and protect against the potential for unintended consequences. Our analysis was reviewed by our principal risk officer and Semler Brossy Consulting Group LLC (Semler Brossy), the independent compensation consultant to the CMD Committee and discussed with the CMD Committee.
Our review noted the following features of our executive compensation program:

Appropriate pay philosophy, peer group and market positioning to support talent needs and business objectives

Effective balance in:

Cash and equity mix

Short- and long-term performance focus

Performance objectives set with a reasonable probability of achievement

Use of multiple performance metrics in the incentive plans

Focus on critical 2020 business priorities in light of significant business disruption caused by the COVID-19 pandemic, as well as absolute and relative stock price appreciation

Ability of the CMD Committee to use discretion to reduce amounts earned based on a subjective evaluation of quality of earnings, individual performance and other relevant factors

Meaningful risk mitigators are in place, including 1) substantial stock ownership guidelines and retention ratios; 2) clawback provisions; 3) anti-hedging/pledging policies; and 4) independent CMD Committee oversight to name a few
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]15

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
COMMITTEES OF THE BOARD
The following standing committees of the Board were in existence throughout fiscal 2020: Audit Committee, Compensation and Management Development Committee, Finance Committee, and Nominating and Corporate Governance Committee. Committee memberships noted below reflect committee composition as of as of March 25, 2021.
Audit Committee
Number of Meetings in Fiscal 2020   8
   John A. Bryant  [MISSING IMAGE: tm207868d1-icon_capn.jpg]

Torrence N. Boone

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. Mr. Bryant currently serves on the audit committee of three public companies in addition to Macy’s, Inc. The Board has determined that such simultaneous service does not impair Mr. Bryant’s ability to effectively serve on the Macy’s, Inc. Audit Committee.
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.
 
16[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS​​
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
Compensation and Management Development
Committee
Number of Meetings in Fiscal 2020   9
   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, and are “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934.
RESPONSIBILITIES

recommending to the Board annual compensation for our chief executive officer and determining for other executive officers their annual compensation opportunities, 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 corresponding award levels 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

overseeing the Company’s strategy and initiatives in support of a diverse and inclusive company culture

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 2020   8
   Marna C. Whittington  [MISSING IMAGE: tm207868d1-icon_copyrightpn.jpg]

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 and the NYSE independence standards.
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
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]17

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
Nominating and Corporate Governance Committee
Number of Meetings in Fiscal 2020   7
   Joyce M. Roché  [MISSING IMAGE: tm207868d1-icon_copyrightpn.jpg]

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.
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.
[MISSING IMAGE: tm207868d1-icon_copyrightpn.jpg] Committee Chair
[MISSING IMAGE: tm207868d1-icon_calculatbw.jpg] Financial Expert
 
18[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

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 communities in which the Company does business and 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 including gender and ethnicity
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.
Candidates for nomination to the Board may be suggested by current directors, management, shareholders, or a third-party search firm engaged to assist with director recruitment. 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.
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, diversity, 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 6 and the skills matrix on page 21. 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 suggest that a director does not possess that skill.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]19

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
[MISSING IMAGE: tm2013061d1-icon_leaderbw.jpg]
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.
[MISSING IMAGE: ico_macys-finance.gif]
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.
[MISSING IMAGE: tm2013061d1-icon_industrybw.jpg]
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).
[MISSING IMAGE: ico_macys-sales.gif]
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.
[MISSING IMAGE: tm2013061d1-icon_technolbw.jpg]
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.
[MISSING IMAGE: ico_macys-realestate.gif]
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.
[MISSING IMAGE: tm2013061d1-icon_publicbw.jpg]
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.
 
20[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
SKILLS MATRIX
Area of Experience
Blake
Boone
Bryant
Connelly
Gennette
Hale
Lenehan
Levinson
Varga
Whittington
[MISSING IMAGE: tm2013061d1-icon_leaderbw.jpg]
Leadership Experience

CEO/President/senior executive of public company
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]

Senior advisor to leading financial services firm
[MISSING IMAGE: tm207868d1-icon_starpn.gif]

Senior government position or appointment
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]

Senior-level executive position with nonprofit organization
[MISSING IMAGE: tm207868d1-icon_starpn.gif]

Senior-level executive positions with companies that have grown their businesses through mergers and acquisitions
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm2013061d1-icon_financbw.jpg]
Finance Experience

Financially literate
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]

Specific experience in investment or banking matters or as a current or former CFO
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]

Has served as an audit committee financial expert
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm2013061d1-icon_industrybw.jpg]
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
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]

Experience in human resource management
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm2013061d1-icon_salesbw.jpg]
Sales and Marketing Experience

Experience in sales and/or marketing, including use of social media, e-commerce and other alternative channels
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm2013061d1-icon_technolbw.jpg]
Technology Experience

Understanding of technology as it relates to retail and/or marketing
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]

IT Governance
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm2013061d1-icon_realestbw.jpg]
Real Estate Experience

Senior-level executive position with real estate investment company or developer
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm2013061d1-icon_publicbw.jpg]
Public Company Board Experience

Experience on boards other than Macy’s
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
[MISSING IMAGE: tm207868d1-icon_starpn.gif]
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.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]21

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 process and 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 calendar 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 calendar 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 calendar 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 the 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 151 West 34th Street, New York, New York 10001.
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.
 
22[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

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 2020 DIRECTOR COMPENSATION PROGRAM
Non-Employee Directors were entitled to receive the following compensation in fiscal 2020:
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 $500 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.
In March 2020, the Board agreed to forfeit all cash compensation during the period the Company furloughed a majority of its workforce and implemented an executive salary reduction due to the COVID-19 pandemic. In July 2020, colleagues returned from furlough and full executive salaries were reinstated. Non-Employee Directors forfeited their retainer from April through June, or one-fourth of their annual cash compensation for 2020.
In July 2020, the 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  $500 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.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]23

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.
Dr. Whittington is the only current Non-Employee Director that participates in the plan. If she had retired on December 31, 2020, she would have been entitled to a $80,000 annual payment for a maximum of four years.
DIRECTOR COMPENSATION PROGRAM REVIEW
In early 2020, the NCG Committee engaged Semler Brossy to prepare a competitive assessment of our Non-Employee Director compensation program. Semler Brossy assessed our Non-Employee Director pay levels relative to the same 14-company peer group the CMD Committee then used 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 believe there is no immediate need to change the compensation program.
 
24[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
FISCAL 2020 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE
The following table reflects the compensation for each Non-Employee Director for fiscal 2020.
Mr. Gennette did not receive separate compensation for service as a Director.
2020 Director Compensation
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 75,000 155,003 0 1,031 231,034
Francis S. Blake 75,000 155,003 0 4,926 234,929
Torrence N. Boone 74,167 155,003 0 24 229,194
John A. Bryant 86,250 155,003 0 6,030 247,283
Deirdre P. Connelly 75,000 155,003 0 1,992 231,995
Leslie D. Hale 75,000 155,003 0 1,828 231,831
William H. Lenehan 75,000 155,003 0 997 231,000
Sara Levinson 75,000 155,003 0 370 230,373
Joyce M. Roché 86,250 155,003 0 2,623 243,876
Paul C. Varga 86,250 155,003 0 1,216 242,469
Marna C. Whittington 108,750 155,003 10,512 4,942 279,207
(1)
All cash compensation is reflected in the “Fees Earned or Paid in Cash” column, whether paid currently in cash or deferred as cash or as stock unit credits under the Director Deferred Compensation Plan. Directors electing to defer all or a portion of their fees as stock units and the number of stock units credited were: Mr. Lenehan — 9,065 shares, Ms. Hale — 4,221 shares and Ms. Roche — 5,213 shares.
(2)
The Non-Employee Directors received 23,379 restricted stock units on July 9, 2020, valued at $6.63 per share, which was the closing price of our common stock on the grant date. The following table shows the number of deferred stock unit credits and restricted stock units held by each of the Non-Employee Directors as of the end of fiscal 2020:
Name
Deferred
Stock
Unit Credits
(#)
Restricted
Stock
Units
(#)
Abney 10,467 23,379
Blake 29,129 23,379
Boone 0 23,379
Bryant 38,745 23,379
Connelly 53,604 23,379
Hale 42,561 23,379
Lenehan 51,373 23,379
Levinson 89,846 23,379
Roché 107,627 23,379
Varga 41,285 23,379
Whittington 93,872 23,379
(3)
The present value of benefits under the retirement plan for Mrs. 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 2.36%. 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-2020. Mortality is projected generationally from the measurement date using scale MP-2020. Scale MP-2020 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 2020) and a retirement at age 74, the mandatory retirement age for Directors as of the end of fiscal 2020.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]25

TABLE OF CONTENTS
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
(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 1,031 0 1,031
Blake 4,926 0 4,926
Boone 24 0 24
Bryant 6,030 0 6,030
Connelly 1,992 0 1,992
Hale 1,828 0 1,828
Lenehan 997 0 997
Levinson 370 0 370
Roché 2,129 0 2,129
Varga 1,216 0 1,216
Whittington 4,442 500 4,942
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 2021, 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 64.
 
26[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
SUSTAINABILITY, DIVERSITY & INCLUSION AND HUMAN CAPITAL
SUSTAINABILITY
Macy’s, Inc. has a deep sense of stewardship for managing our resources and maximizing our positive social impact. During 2020, we formalized our ESG and sustainability focus into a centralized team. We continued to take important and relevant steps to improve our sustainability principles.

We identified sources of risk and growth opportunities

We shaped policies that protect people, the planet and the Macy’s Inc. brands

We shared best practices and guided programs to improve our ESG performance, aligned with our Polaris Strategy

We designed governance frameworks that drive accountability and winning results

We collected relevant, reliable data for smarter business decisions and shared our story in public disclosures
Macy’s, Inc. lifetime relationships with customers and colleagues, the suppliers and communities in our global supply chain, our investors, and other groups advocating for a thriving society and environment is a testament to how all of us are working together to address the shared needs of our society.
Integrating our ESG principles throughout our business started in early 2000 with the launch of our Social Compliance Program and is continuing today as we develop our human rights policies and update our Sustainability Report, among other progressive ESG initiatives.
[MISSING IMAGE: tm213648d1-tbl_sustimepn.jpg]
DIVERSITY & INCLUSION
[MISSING IMAGE: tm213648d1-fc_missionpn.jpg]
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]27

TABLE OF CONTENTS
SUSTAINABILITY, DIVERSITY & INCLUSION AND HUMAN CAPITAL
We are strongest when we are representative of the many communities we serve. In 2018, we established a Diversity & Inclusion Center of Expertise with enterprise-wide vision, mission and goals which have carried us forward on our purpose to cultivate a workplace rooted in equality.

COLLEAGUE: Reflect the full spectrum of diversity at all levels of our workforce

CUSTOMER: Welcome, accept and respect every one of our customers

SUPPLIERS: Drive growth with underrepresented suppliers

COMMUNITY: Drive impact through community relationships that reflect our goals and values

MARKETING: Consistently and genuinely reflect all of our customers
During 2020, we expanded our strategy to become a prominent leader in diversity and inclusion by driving systemic change externally.
[MISSING IMAGE: tm213648d1-fc_diversitypn.jpg]
Our strategy has evolved from being reactive to being embedded in our DNA and culture – how we think, act and operate – and is part of everything we do. Starting in the early 2000s, we developed a case for diversity and its extremely critical role in our relationships with our colleagues, suppliers and community. Today, we have accelerated our efforts to drive change and accountability at every level of the organization.
 
28[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
SUSTAINABILITY, DIVERSITY & INCLUSION AND HUMAN CAPITAL
[MISSING IMAGE: tm213648d1-tbl_divtimepn.jpg]
HUMAN CAPITAL
Human capital at Macy’s, Inc. is about how people and culture drive performance. Our employees, whom we call colleagues, are driven to win. We have built a performance-driven culture that encourages life-long learning and empowers our colleagues to be leaders, regardless of title or function.
Our Human Capital Report was released in March 2021 and is available on our website at https://macys.learn.taleo.net/files/upload/hcr/index_ORIG.html#/lessons/MQA5eF65afli3n8XU_BME3xQTsmGcmHE. The contents of our Human Capital Report are not incorporated by reference into this proxy statement.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]29

TABLE OF CONTENTS
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 29, 2022. 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 2020 and fiscal 2019:
Year
Audit Fees
($)
Audit-Related
Fees
($)
Tax Fees
($)
All Other
Fees
($)
Total
($)
2020 4,548,300 1,780 173,088 0 4,723,168
2019 4,242,300 1,780 48,292 0 4,292,372
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.
[MISSING IMAGE: tm2013061d1-icon_starpn.jpg]
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 29, 2022, and your proxy will be so voted unless you specify otherwise.
 
30[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
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.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]31

TABLE OF CONTENTS
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 on Form 10-K for the fiscal year ended January 30, 2021. 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 2020 for filing with the Securities and Exchange Commission.
Respectfully submitted,
John A. Bryant, Chairperson
Torrence N. Boone
Leslie D. Hale
William H. Lenehan
Joyce M. Roché
Marna C. Whittington
 
32[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
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 (SEC) 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 2020, our say-on-pay proposal received a FOR vote of 93.7%.
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 2021 annual meeting of shareholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion & Analysis and the 2020 Summary Compensation Table and related compensation tables and narrative discussion.
We urge you to read the Compensation Discussion & Analysis, which begins on page 48 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, with the next vote expected to occur at our 2022 annual meeting of shareholders. We will hold the next vote on the frequency of such say-on-pay vote at our 2023 annual meeting of shareholders.
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.
[MISSING IMAGE: tm2013061d1-icon_starpn.jpg]
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.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]33

TABLE OF CONTENTS
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
GENERAL
We are asking shareholders to approve the Macy’s Inc. 2021 Equity and Incentive Compensation Plan (the “2021 Plan”), which is a new plan. On March 25, 2021, upon recommendation by the Compensation and Management Development (“CMD”) Committee, the Board unanimously approved and adopted, subject to the approval of the Company’s shareholders at the Annual Meeting, the 2021 Plan to succeed the Macy’s, Inc. 2018 Equity and Incentive Compensation Plan (the “2018 Plan”). We sometimes refer to the 2018 Plan, plus the Macy’s, Inc. 2009 Omnibus Incentive Compensation Plan (the “2009 Plan”), in each case as amended or amended and restated from time to time, as the “Predecessor Plans.”
The Board is recommending that the Company’s shareholders vote in favor of the 2021 Plan. The 2021 Plan will continue to afford the CMD Committee the ability to design compensatory awards that are responsive to the Company’s needs and includes authorization for a variety of awards designed to advance the interests and long-term success of the Company by encouraging stock ownership among officers and other employees of the Company and its subsidiaries, certain consultants to the Company and its subsidiaries, and non-employee directors of the Company.
You are being asked to approve the 2021 Plan.
Shareholder approval of the 2021 Plan would constitute approval of up to 25,800,000 shares of Common Stock, par value $0.01 per share, available for awards under the 2021 Plan, with such amount subject to adjustment, including under the share counting provisions of the 2021 Plan. The Board recommends that you vote to approve the 2021 Plan. If the 2021 Plan is approved by shareholders at the Annual Meeting, it will be effective as of the day of the Annual Meeting, and no further grants will be made on or after such date under the 2018 Plan. Outstanding awards under the 2018 Plan will continue in effect in accordance with their terms. If the 2021 Plan is not approved by shareholders, no awards will be made under the 2021 Plan, and the 2018 Plan will remain in effect.
The actual text of the 2021 Plan is attached to this proxy statement as Appendix A. The following description of the 2021 Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix A.
WHY WE BELIEVE YOU SHOULD VOTE FOR THIS PROPOSAL
The 2021 Plan authorizes the CMD Committee to provide cash awards and equity-based compensation in the form of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, shares of Common Stock, for the purpose of providing our non-employee directors, officers and other employees of the Company and its subsidiaries, and certain consultants of the Company and its subsidiaries, incentives and rewards for service and/or performance. Some of the key features of the 2021 Plan that reflect our commitment to effective management of equity and incentive compensation are set forth below in this subsection.
We believe our success depends in part on our ability to attract, motivate, and retain high quality employees and directors and that the ability to provide equity-based and
incentive-based awards under the 2021 Plan is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our employees and directors. The use of Common Stock as part of our compensation program is also important because equity-based awards help link compensation with long-term shareholder value creation and reward participants based on service and/or performance.
As of January 30, 2021, approximately 7.8 million shares of Common Stock remained available for issuance under the 2018 Plan. If the 2021 Plan is not approved, we may be compelled to significantly increase the cash component of our employee and director compensation, which may not necessarily align employee and director compensation interests with the investment interests of our shareholders. Replacing equity awards with cash would also increase cash compensation expense and use cash that could be better utilized.
 
34[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
AWARDS OUTSTANDING AND HISTORICAL GRANTS
The following provides additional information on total equity awards outstanding and total grants made in the last three fiscal years.
Overhang. The following table provides certain additional information regarding total awards outstanding at January 30, 2021 (fiscal year-end):
As of January 30, 2021
Number of outstanding options(1)
16,345,000
Weighted average exercise price of outstanding options
$40.69
Weighted average remaining term of outstanding options
4.1 years
Number of outstanding full-value awards under Predecessor Plans(1)
9,752,000
Total number of shares of common stock outstanding
310,500,770
(1)
Outstanding awards as disclosed in the Stock Based Compensation footnote of our annual Form 10-K
Burn Rate. The following table provides detailed information regarding our equity compensation activity for the prior three fiscal years. Our three-year average burn rate during
that period was 2.68%. This reflects a higher burn rate in 2020 due to the stock price. We anticipate the burn rate will normalize in 2021.
Fiscal Year
2018
Fiscal Year
2019
Fiscal Year
2020
Number of options granted
1,495,000
1,994,000
0
Number of stock units granted
2,176,000
2,304,000
7,769,000
Total Share Usage(1)
5,303,000
6,026,000
13,595,750
Weighted-average number of shares of common stock outstanding
307,700,000
309,700,000
311,100,000
Burn Rate (options, stock units and director share awards)
1.72%
1.95%
4.37%
(1)
Reflects the gross number of shares underlying awards made to employees and non-employee directors during the respective fiscal year as disclosed in the Stock Based Compensation footnote of our annual Form 10-K and adjusted using 1 share for every stock option award granted and 1.75 shares for every full-value award granted
In determining the number of shares to request for approval under the 2021 Plan, our management team worked with Semler Brossy Consulting Group, LLC and the CMD Committee to evaluate a number of factors, including our recent share usage and criteria expected to be utilized by institutional proxy advisory firms in evaluating our proposal for the 2021 Plan.
If the 2021 Plan is approved, we intend to utilize the shares authorized under the 2021 Plan to continue our practice of incentivizing key individuals through equity grants. We currently anticipate that the shares requested in connection with the approval of the 2021 Plan will last for about two
to three years, based on our historic grant rates and the current share price, but could last for a shorter or longer period of time if actual practice does not match recent rates or our share price changes materially. As noted below, the CMD Committee retains full discretion under the 2021 Plan to determine the number and amount of awards to be granted under the 2021 Plan, subject to the terms of the 2021 Plan, and future benefits that may be received by participants under the 2021 Plan are not determinable at this time.
In evaluating this proposal, shareholders should consider all of the information in this proposal.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]35

TABLE OF CONTENTS
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
2021 PLAN HIGHLIGHTS
Below are certain highlights of the 2021 Plan. These features are designed to reinforce alignment between equity compensation arrangements awarded pursuant to the
2021 Plan and shareholders’ interests, consistent with sound corporate governance practices.
Reasonable 2021 Plan Limits
Subject to the 2021 Plan’s adjustment provisions and share counting rules (as described below), awards under the 2021 Plan are limited to 25,800,000 shares minus (1) one share for every share subject to an award of stock options or SARs granted under the Predecessor Plans after January 30, 2021 and before the effective date of the 2021 Plan, and minus (2) 1.75 shares for every one share subject to an award other than of stock options or SARs granted under the Predecessor Plans after January 30, 2021 and before the effective date.
Fungible Share Counting
Subject to the 2021 Plan’s share counting rules, the aggregate number of shares of Common Stock available under the 2021 Plan will be reduced by (1) one share of Common Stock for every one share of Common Stock subject to an award of stock options or SARs granted under the 2021 Plan, and (2) 1.75 shares of Common Stock for every one share of Common Stock subject to an award other than of stock options or SARs granted under the 2021 Plan.
Other Limits
The 2021 Plan also provides that:

subject to adjustment as provided in the 2021 Plan, the aggregate number of shares of Common Stock actually issued or transferred upon the exercise of Incentive Stock Options (as defined below) will not exceed 25,800,000 shares of Common Stock; and

a non-employee director will not be granted, in any one calendar year, compensation for such service having an aggregate maximum value (measured at the date of grant as applicable, and calculating the value of any awards based on the grant date fair value for financial reporting purposes) in excess of  $600,000.
Limited Share Recycling Provisions
Subject to certain exceptions described in the 2021 Plan, if any award granted under the 2021 Plan, (in whole or in part) is canceled or forfeited, expires, is settled for cash, or is unearned, the shares of Common Stock subject to such award will, to the extent of such cancellation, forfeiture, expiration, cash settlement, or unearned amount, again be available under the 2021 Plan at a rate of one share for every one share subject to stock option or SAR awards and 1.75 shares for every one share subject to awards other than stock options or SARs. The same recycling treatment will be applied with respect to shares of Common stock subject to awards granted under the Predecessor Plans that are cancelled, are forfeited, expire, are settled for cash, or are unearned after January 30, 2021.

The following shares of Common Stock will not be added (or added back, as applicable) to the aggregate share limit under the 2021 Plan: (1) shares of Common Stock withheld by us, tendered or otherwise used in payment of the exercise price of a stock option granted under the 2021 Plan, and (2) shares of Common Stock reacquired by the Company on the open market or otherwise using cash proceeds from the exercise of stock options granted under the 2021 Plan.

Further, all shares of Common Stock covered by stock-settled SARs that are exercised and settled in shares, whether or not all shares of Common Stock covered by the SARs are actually issued to the participant upon exercise, will not be added back to the aggregate number of shares available under the 2021 Plan. In addition, shares of Common Stock withheld by us or tendered or otherwise used to satisfy tax withholding will not be added (or added back, as applicable) to the aggregate share limit under the 2021 Plan.

If a participant elects to give up the right to receive compensation in exchange for shares of Common Stock based on fair market value, such shares of Common Stock will not count against the aggregate number of shares available under the 2021 Plan.
No Repricing Without Shareholder Approval
Outside of certain corporate transactions or adjustment events described in the 2021 Plan or in connection with a “change in control”, the exercise or base price of stock options and SARs cannot be reduced, nor can “underwater” stock options or SARs be cancelled in exchange for cash or replaced with other awards or stock options or SARs with a lower exercise or base price, without shareholder approval.
 
36[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
Dividend Equivalents Limited
Dividends, dividend equivalents or other distributions on awards (if any) are deferred and paid contingent upon vesting. Dividends and dividend equivalents are not paid on stock options or stock appreciation rights.
Change in Control Definition
The 2021 Plan includes a non-liberal definition of  “change in control,” which is described below.
Exercise or Base Price Limitation
The 2021 Plan also provides that, except with respect to certain converted, assumed or substituted awards as described in the 2021 Plan, no stock options or SARs will be granted with an exercise or base price less than the fair market value of a share of Common Stock on the date of grant.
Minimum Vesting Periods
Awards under the 2021 Plan will generally vest no earlier than the first anniversary of applicable grant date, except that the following awards will not be subject to the minimum vesting requirement: (1) awards granted in connection with awards that are assumed, converted or substituted in connection with certain transactions; (2) shares of Common Stock delivered in lieu of fully vested cash obligations; (3) awards to non-employee directors that vest on the earlier of the one-year anniversary of the applicable grant date and the next annual meeting of shareholders which is at least 50 weeks after the immediately preceding year’s annual meeting of shareholders; and (4) additional awards the CMD Committee may grant, up to a maximum of five 5% of the aggregate number of shares authorized for issuance under the 2021 Plan (subject to adjustment under the terms of the 2021 Plan).
Further, the CMD Committee, in is sole discretion, may provide for continued vesting or accelerated vesting for any award under the 2021 Plan upon certain events, including in connection with or following a participant’s death, disability, or termination of service or a change control, or exercise its continued or accelerated vesting authority under the 2021 Plan at any time following the grant of an award.
SUMMARY OF OTHER MATERIAL TERMS OF THE 2021 PLAN
Administration. The 2021 Plan will generally be administered by the CMD Committee (or its successor), or any other committee of the Board designated by the Board to administer the 2021 Plan. References to the “Committee” in this proposal refer to the CMD Committee or such other committee designated by the Board, as applicable. The Committee may from time to time delegate all or any part of its authority under the 2021 Plan to a subcommittee. Any interpretation, construction and determination by the Committee of any provision of the 2021 Plan, or of any agreement, notification or document evidencing the grant of awards under the 2021 Plan, will be final and conclusive. To the extent permitted by applicable law, the Committee may delegate to one or more of its members or to one or more officers, or to one or more agents or advisors of the Company, such administrative duties or powers as it deems advisable. In addition, the Committee may by resolution, subject to certain restrictions set forth in the 2021 Plan, authorize one or more officers of the Company to (1) designate employees to be recipients of awards under the 2021 Plan, and (2) determine the size of such awards. However, the Committee may not delegate such responsibilities to officers for awards granted to non-employee directors or certain employees who are subject to the reporting requirements of Section 16 of the Exchange Act. The Committee is authorized to take appropriate action under the 2021 Plan subject to the express limitations contained in the 2021 Plan.
Eligibility. Any person who is selected by the Committee to receive benefits under the 2021 Plan and who is at that time
an officer or other employee of the Company or any of its subsidiaries (including a person who has agreed to commence serving in such capacity within 90 days of the date of grant) is eligible to participate in the 2021 Plan. In addition, certain persons (including consultants) who provide services to the Company or any of its subsidiaries that are equivalent to those typically provided by an employee (provided that such persons satisfy the Form S-8 definition of   “employee”), and non-employee directors of the Company, may also be selected by the Committee to participate in the 2021 Plan. As of March 15, 2021, the Company and its subsidiaries had approximately 90,000 employees and the Company had 11 non-employee directors. The basis for participation in the 2021 Plan by eligible persons is the selection of such persons by the Committee (or its authorized delegate) in its discretion.
Types of Awards Under the 2021 Plan. Pursuant to the 2021 Plan, the Company may grant cash awards and stock options (including stock options intended to be “incentive stock options” as defined in Section 422 of the Code (“Incentive Stock Options”)), SARs, restricted stock, RSUs, performance shares, performance units, cash incentive awards, and certain other awards based on or related to shares of our Common Stock.
Generally, each grant of an award under the 2021 Plan will be evidenced by an award agreement, certificate, resolution or other type or form of writing or other evidence approved by the Committee (an “Evidence of Award”), which will contain such terms and provisions as the
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]37

TABLE OF CONTENTS
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
Committee may determine, consistent with the 2021 Plan. A brief description of the types of awards which may be granted under the 2021 Plan is set forth below.
Stock Options. A stock option is a right to purchase shares of Common Stock upon exercise of the stock option. Stock options granted to an employee under the 2021 Plan may consist of either an Incentive Stock Option, a non-qualified stock option that is not intended to be an “incentive stock option” under Section 422 of the Code, or a combination of both. Incentive Stock Options may only be granted to employees of the Company or certain of our related corporations. The term of a stock option may not extend more than 10 years from the date of grant. The Committee may provide in an Evidence of Award for the automatic exercise of a stock option.
Each grant of a stock option will specify the applicable terms of the stock option, including the number of shares of Common Stock subject to the stock option and the required period or periods of the participant’s continuous service, if any, before any stock option or portion of a stock option will vest. Stock options may provide for continued vesting or the earlier vesting of the stock options, including in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control.
Any grant of stock options may specify management objectives regarding the vesting of the stock options. Each grant will specify whether the consideration to be paid in satisfaction of the exercise price will be payable: (1) in cash, by check acceptable to the Company, or by wire transfer of immediately available funds; (2) by the actual or constructive transfer to the Company of shares of Common Stock owned by the participant with a value at the time of exercise that is equal to the total exercise price; (3) subject to any conditions or limitations established by the Committee, by a net exercise arrangement pursuant to which the Company will withhold shares of Common Stock otherwise issuable upon exercise of a stock option; (4) by a combination of the foregoing methods; or (5) by such other methods as may be approved by the Committee. To the extent permitted by law, any grant may provide for deferred payment of the exercise price from the proceeds of a sale through a bank or broker of some or all of the shares to which the exercise relates. Stock options granted under the 2021 Plan may not provide for dividends or dividend equivalents.
Appreciation Rights. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of SARs. A SAR is a right to receive from us an amount equal to 100%, or such lesser percentage as the Committee may determine, of the spread between the base price and the value of shares of our Common Stock on the date of exercise.
Each grant of SARs will specify the period or periods of continuous service, if any, by the participant with the
Company or any subsidiary that is necessary before the SARs or installments of such SARs will vest. SARs may provide for continued vesting or earlier vesting, including in the case of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control. Any grant of SARs may specify management objectives regarding the vesting of such SARs. A SAR may be paid in cash, shares of Common Stock or any combination of the two.
Except with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of SARs held by awardees of an entity engaging in a corporate acquisition or merger with us or any of our subsidiaries, the base price of a SAR may not be less than the fair market value of a share of Common Stock on the date of grant. The term of a SAR may not extend more than 10 years from the date of grant. The Committee may provide in an Evidence of Award for the automatic exercise of a SAR. SARs granted under the 2021 Plan may not provide for dividends or dividend equivalents.
Restricted Stock. Restricted stock constitutes an immediate transfer of the ownership of shares of Common Stock to the participant in consideration of the performance of services, entitling such participant to dividend, voting and other ownership rights, subject to the substantial risk of forfeiture and restrictions on transfer determined by the Committee for a period of time determined by the Committee or until certain management objectives specified by the Committee are achieved. Each such grant or sale of restricted stock may be made without additional consideration or in consideration of a payment by the participant that is less than the fair market value per share of Common Stock on the date of grant.
Any grant of restricted stock may specify management objectives regarding the vesting of the restricted stock. Any grant of restricted stock will require that any and all dividends or distributions paid on restricted stock that remain subject to a substantial risk of forfeiture be automatically deferred and/or reinvested in additional restricted stock, which will be subject to the same restrictions as the underlying restricted stock. Restricted stock may provide for continued vesting or the earlier vesting of such restricted stock, including in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control.
RSUs. RSUs awarded under the 2021 Plan constitute an agreement by the Company to deliver shares of Common Stock, cash, or a combination of the two, to the participant in the future in consideration of the performance of services, but subject to the fulfillment of such conditions (which may include achievement regarding management objectives) during the restriction period as the Committee may specify. Each grant or sale of RSUs may be made without additional consideration or in consideration of a payment by the
 
38[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
participant that is less than the fair market value of shares of our Common Stock on the date of grant.
RSUs may provide for continued vesting or the earlier lapse or other modification of the restriction period, including in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control. During the restriction period, the participant will have no right to transfer any rights under the award and will have no rights of ownership in the shares of Common Stock underlying the RSUs and no right to vote them. Rights to dividend equivalents may be extended to and made part of any RSU award at the discretion of and on the terms determined by the Committee, on a deferred and contingent basis, either in cash or in additional shares of Common Stock, with payment contingent upon the vesting of such RSUs. Each grant or sale of RSUs will specify the time and manner of payment of the RSUs that have been earned.
Cash Incentive Awards, Performance Shares, and Performance Units. A performance share is a bookkeeping entry that records the equivalent of one share of Common Stock, and a performance unit is a bookkeeping entry that records a unit equivalent to $1.00 or such other value as determined by the Committee. Each grant will specify the number or amount of performance shares or performance units, or the amount payable with respect to a cash incentive award being awarded, which number or amount may be subject to adjustment to reflect changes in compensation or other factors.
These awards, when granted under the 2021 Plan, generally will specify management objectives regarding the earning of the award. Each grant will specify the time and manner of payment of a cash incentive award, performance shares or performance units that have been earned. Any grant may specify that the amount payable with respect to such grant may be paid by the Company in cash, in shares of Common Stock, in restricted stock or RSUs, or in any combination thereof.
Any grant of performance shares or performance units may provide for the payment of dividend equivalents in cash or in additional shares of Common Stock, which will be subject to deferral and payment on a contingent basis based on the participant’s earning and vesting of the performance shares or performance units, as applicable, with respect to which such dividend equivalents are paid.
The performance period with respect to each cash incentive award or grant of performance shares or performance units will be a period of time determined by the Committee and within which the management objectives relating to such award are to be achieved. The performance period may be subject to continued vesting or earlier lapse or modification, including in the event of retirement, death, disability or termination of employment or service of the participant or in the event of a change in control.
Other Awards. Subject to applicable law and applicable share limits under the 2021 Plan, the Committee may grant to any participant shares of Common Stock or such other awards (“Other Awards”) that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares of Common Stock or factors that may influence the value of such shares of Common Stock, including, without limitation, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Common Stock, purchase rights for shares of Common Stock, awards with value and payment contingent upon performance of the Company or specified subsidiaries, affiliates or other business units or any other factors designated by the Committee, and awards valued by reference to the book value of the shares of Common Stock or the value of securities of, or the performance of the subsidiaries, affiliates or other business units of the Company. The terms and conditions of any such awards will be determined by the Committee. Shares of Common Stock delivered under an award in the nature of a purchase right granted under the 2021 Plan will be purchased for such consideration, paid for at such time, by such methods, and in such forms, including, without limitation, shares of Common Stock, other awards, notes or other property, as the Committee determines.
In addition, the Committee may grant cash awards, as an element of or supplement to any other awards granted under the 2021 Plan. The Committee may also authorize the grant of shares of Common Stock as a bonus, or may authorize the grant of other awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the 2021 Plan or under other plans or compensatory arrangements, subject to terms determined by the Committee in a manner that complies with Section 409A of the Code.
Other Awards may provide for the earning or vesting of, or earlier elimination of restrictions applicable to, such award, including in the event of the retirement, death, disability or termination of employment or service of the participant or in the event of a change in control. The Committee may provide for the payment of dividends or dividend equivalents on Other Awards in cash or in additional shares of Common Stock, subject to deferral and payment on a contingent basis based on the participant’s earning and vesting of the Other Awards with respect to which such dividends or dividend equivalents are paid.
Change in Control. The 2021 Plan includes a definition of  “change in control.” In general, except as may be otherwise prescribed by the Committee in an Evidence of Award, a change in control will be deemed to have occurred if, in general (subject to certain limitations and as further described in the 2021 Plan):

a person or group becomes the beneficial owner of 30% or more of the voting power of the then-outstanding securities of the Company that can vote generally in the election of directors (“Voting Stock”);
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]39

TABLE OF CONTENTS
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN

individuals who constituted the Board cease for any reason to constitute at least a majority of the Board, unless their replacements are approved as described in the 2021 Plan (subject to certain exceptions);

consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of its assets as further described in the 2021 Plan (subject to certain exceptions); or

the Company’s shareholders approve a complete liquidation or dissolution of the Company.
Certain additional terms or limitations apply under this definition with respect to awards that are “non-qualified deferred compensation” for purposes of Code Section 409A, and except with respect to shareholder approval of a complete liquidation or dissolution of the Company, no definition of change in control under an Evidence of Award may provide that a change in control will occur solely upon the announcement, commencement, shareholder approval or other potential occurrence of any event or transaction (rather than its consummation), and/or an unapproved change in less than a majority of the Board, and/or (except as described above) acquisition of 15% or less of the Voting Stock, and/or announcement or commencement of a tender or exchange offer.
Management Objectives. The 2021 Plan provides that any of the awards set forth above may specify management objectives regarding the vesting of the award. Management objectives are defined as the performance objective or objectives established pursuant to the 2021 Plan for participants who have received grants of awards as determined by the Committee. The following is a non-exhaustive list of the potential management objectives that may be used for awards under the 2021 Plan (including ratios or other relationships between one or more, or a combination, of the following examples of management objectives):

sales;

comparable sales;

sales per square foot;

owned sales plus licensed sales or comparable owned sales plus licensed sales;

pre-tax income;

gross margin;

operating or other expenses;

earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization (“EBITDA”);

EBITDA margin;

net income;

earnings per share (either basic or diluted);

cash flow or net cash flow (as provided by or used in one or more of operating activities, investing activities and financing activities or any combination thereof);

return on investment (determined with reference to one or more categories of income or cash flow and one or more categories of assets, capital or equity, including return on net assets, return on sales, return on equity and return on invested capital);

stock price (appreciation, fair market value);

operating income;

revenue;

total shareowner return;

customer satisfaction;

gross margin return on investment;

gross margin return on inventory;

inventory turn;

market share;

leverage ratio;

coverage ratio;

employee engagement;

employee turnover;

strategic business objectives;

strategic plan implementation; and

individual performance.
Additionally, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the management objectives unsuitable, the Committee may in its discretion modify such management objectives or the goals or actual levels of achievement, in whole or in part, as the Committee deems appropriate and equitable.
Transferability of Awards. Except as otherwise provided by the Committee, and subject to the terms of the 2021 Plan with respect to Code Section 409A, no stock option, SAR, restricted stock, RSU, performance share, performance unit, cash incentive award, Other Award or dividend equivalents paid with respect to awards made under the 2021 Plan will be transferrable by a participant except by will or the laws of descent and distribution. In no event will any such award be transferred for value. Except as otherwise determined by the Committee, stock options and SARs will be exercisable during the participant’s lifetime only by him or her or, in the event of the participant’s legal incapacity to do so, by his or her guardian or legal representative acting on behalf
 
40[MISSING IMAGE: tm207868d1-sm_starpn.jpg] investors.macysinc.com 

TABLE OF CONTENTS
ITEM 4. APPROVAL OF THE MACY’S, INC. 2021 EQUITY AND INCENTIVE COMPENSATION PLAN
of the participant in a fiduciary capacity under state law or court supervision.
The Committee may specify on the grant date that all or part of the shares of Common Stock that are subject to awards under the 2021 Plan will be subject to further restrictions on transfer.
Adjustments; Corporate Transactions. The Committee will make or provide for such adjustments in: (1) the number of and kind of shares of Common Stock covered by outstanding stock options, SARs, restricted stock, RSUs, performance shares and performance units granted under the 2021 Plan; (2) if applicable, the number of and kind of shares of Common Stock covered by Other Awards granted pursuant to the 2021 Plan; (3) the exercise price or base price provided in outstanding stock options and SARs, respectively; (4) cash incentive awards; and (5) other award terms, as the Committee in its sole discretion, exercised in good faith determines to be equitably required in order to prevent dilution or enlargement of the rights of participants that otherwise would result from (a) any extraordinary cash dividend, stock dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company; (b) any merger, consolidation, spin-off, spin-out, split-off, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities; or (c) any other corporate transaction or event having an effect similar to any of the foregoing.
In the event of any such transaction or event, or in the event of a change in control of the Company, the Committee may provide in substitution for any or all outstanding awards under the 2021 Plan such alternative consideration (including cash), if any, as it may in good faith determine to be equitable under the circumstances and will require in connection therewith the surrender of all awards so replaced in a manner that complies with Section 409A of the Code. In addition, for each stock option or SAR with an exercise price or base price, respectively, greater than the consideration offered in connection with any such transaction or event or change in control of the Company, the Committee may in its discretion elect to cancel such stock option or SAR without any payment to the person holding such stock option or SAR. The Committee will make or provide for such adjustments to the numbers of shares of Common Stock available under the 2021 Plan and the share limits of the 2021 Plan as the Committee in its sole discretion may in good faith determine to be appropriate in connection with such transaction or event. However, any adjustment to the limit on the number of shares of Common Stock that may be issued upon exercise of Incentive Stock Options will be made only if and to the extent such adjustment would not cause any option intended to qualify as an Incentive Stock Option to fail to so qualify.
Prohibition on Repricing. Except in connection with certain corporate transactions or changes in the capital structure of
the Company or in connection with a change in control, the terms of outstanding awards may not be amended to (1) reduce the exercise price or base price of outstanding stock options or SARs, respectively, or (2) cancel outstanding “underwater” stock options or SARs (including following a participant’s voluntary surrender of  “underwater” stock options or SARs) in exchange for cash, other awards or stock options or SARs with an exercise price or base price, as applicable, that is less than the exercise price or base price of the original stock options or SARs, as applicable, without shareholder approval. The 2021 Plan specifically provides that this provision is intended to prohibit the repricing of  “underwater” stock options and SARs and that it may not be amended without approval by our shareholders.
Detrimental Activity and Recapture. Any Evidence of Award may reference a clawback policy of the Company or provide for the cancellation or forfeiture and repayment to us of any award or gain related to an award, or other provisions intended to have a similar effect, upon such terms and conditions as may be determined by the Committee from time to time, if any participant, either during employment or other service with us or a subsidiary or within a specified period after such employment or service, engages in any detrimental activity, as described in the applicable Evidence of Award or such clawback policy. In addition, any Evidence of Award or such clawback policy may provide for cancellation or forfeiture of an award or the forfeiture and repayment of any shares of Common Stock issued under and/or any other benefit related to an award, or other provisions intended to have a similar effect, including upon such terms and conditions as may be required by the Committee or under Section 10D of the Exchange Act and any applicable rules and regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which the shares of Common Stock may be traded.
Grants to Non-U.S. Based Participants. In order to facilitate the making of any grant or combination of grants under the 2021 Plan, the Committee may provide for such special terms for awards to participants who are foreign nationals, who are employed by the Company or any of its subsidiaries outside of the United States of America or who provide services to the Company or any of its subsidiaries under an agreement with a foreign nation or agency, as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. The Committee may approve such supplements to, or amendments, restatements or alternative versions of, the 2021 Plan (including sub-plans) (to be considered part of the 2021 Plan) as it may consider necessary or appropriate for such purposes, provided that no such special terms, supplements, amendments or restatements will include any provisions that are inconsistent with the terms of the 2021 Plan as then in effect unless the 2021 Plan could have been amended to eliminate such inconsistency without further approval by our shareholders.
 
Macy’s, Inc. 2021 Notice of Meeting and Proxy Statement [MISSING IMAGE: tm207868d1-sm_starpn.jpg]41

TABLE OF CONTENTS
ITEM 4. AP