Form 4: Macy's Director Acquires Phantom Stock Units as Part of Compensation

Macy's Director Douglas William Sesler acquired 2,379 phantom stock units, convertible to common stock, with settlement upon his termination from the Board of Directors.

Summary

• Douglas William Sesler, a Director of Macy's, Inc. (M), acquired 2,379 phantom stock units.
• These units are convertible on a 1-for-1 basis into Macy's common stock.
• The transaction date for the acquisition of these units was June 30, 2025.
• The average value of the stock units granted each month during the quarter, which is the price noted, is $11.5606 per unit.
• The units will be settled in common stock upon Mr. Sesler's termination from the Board of Directors.
• Following this transaction, Mr. Sesler beneficially owns 2,379 phantom stock units.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director is generally a positive signal, indicating alignment of interests and confidence in the company's future. It's a routine compensation event, not a major strategic announcement, hence a moderately positive score.

Positives

• Acquisition of phantom stock units by a director aligns their interests with shareholders, indicating confidence in the company's future performance and fostering long-term commitment.

Risks

• The value of the phantom stock units is directly tied to the future performance of Macy's common stock, exposing the holder to market risk and potential fluctuations in share price.

Future Outlook

The acquisition of phantom stock units, which are designed to settle upon termination from the board, indicates a long-term alignment of the director's interests with the company's future performance, as the ultimate value is directly tied to the common stock price.

Management Comments

• Units are to be settled in Common Stock upon the Reporting Person's termination from the Board of Directors.
• The price noted is the average of the value of the stock units granted each month during the quarter for which this report is filed.

Industry Context

This type of equity compensation, specifically phantom stock units, is a common practice in the retail industry and broader corporate landscape. It serves to incentivize directors and executives by aligning their financial interests with shareholder value over the long term, reflecting standard corporate governance practices for director compensation.

Comparison to Industry Standards

• The grant of phantom stock units to a director is a standard form of equity compensation utilized across various industries, including retail.
• Peer companies such as Nordstrom, Kohl's, and other major retailers frequently employ similar long-term incentive plans to retain and motivate their board members and executives, linking their compensation directly to the company's stock performance.
• The specific number of units and their associated value are typically benchmarked against compensation practices of comparable companies within the same market capitalization and industry sector to ensure competitive and effective incentive structures.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock units by a director aligns their interests with shareholders, potentially fostering better long-term decision-making aimed at increasing shareholder value.

Next Steps

• Settlement of the 2,379 phantom stock units into Macy's common stock upon Douglas William Sesler's termination from the Board of Directors.

Key Dates

Keywords

Macy's, M, SEC Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Equity Compensation, Beneficial Ownership