Form 4: Macy's Director Deirdre Connelly Granted 13,456 Restricted Stock Units

Macy's, Inc. Director Deirdre P. Connelly was granted 13,456 restricted stock units on May 30, 2025, as part of her compensation.

Summary

• Deirdre P. Connelly, a Director of Macy's, Inc. (M), was granted 13,456 Restricted Stock Units (RSUs) on May 30, 2025.
• Each restricted stock unit represents the equivalent of one share of Macy's common stock.
• The RSUs vest on the earlier of one year from the grant date (May 30, 2025) or the date of the Issuer's next annual meeting of shareholders.
• Vested shares will be automatically deferred and delivered to Ms. Connelly six months after her service on the Issuer's Board of Directors ends.
• The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Sentiment

Score: 7

Explanation: The document reports a routine equity grant to a director, which is a positive for aligning interests but does not indicate significant new financial performance or strategic shifts. It's a standard, expected corporate action.

Positives

• The grant of restricted stock units aligns the director's interests with those of shareholders, as the value of the compensation is tied to the company's stock performance.
• This is a standard form of equity compensation for directors, promoting long-term commitment and retention.

Future Outlook

The granted restricted stock units are set to vest on the earlier of one year from the grant date (May 30, 2025) or the date of Macy's next annual meeting of shareholders. The delivery of vested shares will be deferred until six months after the reporting person's service on the Board of Directors concludes.

Industry Context

The granting of restricted stock units to non-employee directors is a common practice across publicly traded companies, particularly in the retail sector, as a means of compensation that aligns director incentives with long-term shareholder value creation. This practice is consistent with broader corporate governance trends emphasizing equity-based compensation for board members.

Comparison to Industry Standards

• The grant of restricted stock units to a director is a standard compensation mechanism widely adopted by public companies across various industries, including retail, to incentivize long-term performance and align director interests with shareholders.
• Companies like Nordstrom (JWN), Kohl's (KSS), and Target (TGT) also utilize equity-based compensation, such as RSUs, for their non-executive directors, making Macy's approach consistent with industry benchmarks for corporate governance and compensation practices.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with the company's stock performance, potentially benefiting shareholders through improved governance and strategic focus.
• Director (Deirdre P. Connelly): Receives equity compensation, which vests over time and is deferred, providing a long-term incentive for her service on the board.

Next Steps

• Vesting of the 13,456 Restricted Stock Units on the earlier of May 30, 2026, or the date of Macy's next annual meeting of shareholders.
• Automatic deferral and delivery of vested shares to Deirdre P. Connelly six months after her service on the Macy's Board of Directors ends.

Key Dates

Keywords

Macy's, M, Restricted Stock Units, RSU, Director Compensation, Equity Grant, SEC Form 4, Insider Transaction, Deirdre P. Connelly