Form 4: Macy's Director Marie Chandoha Granted 13,456 Restricted Stock Units

Macy's, Inc. Director Marie A. Chandoha was granted 13,456 Restricted Stock Units (RSUs) on May 30, 2025, aligning her interests with shareholders.

Summary

• Macy's, Inc. (M) Director Marie A. Chandoha acquired 13,456 Restricted Stock Units (RSUs).
• The transaction date for the RSU grant was May 30, 2025.
• Each restricted stock unit represents the equivalent of one share of Macy's common stock.
• The RSUs were granted at a price of $0 per unit, which is typical for equity compensation grants.
• Following this transaction, Marie A. Chandoha beneficially owns 13,456 derivative securities (RSUs).
• The restricted stock units are set to vest on the earlier of one year from the grant date (May 30, 2026) or the date of the Issuer's next annual meeting of shareholders.
• Vested shares will be automatically deferred and delivered to the reporting person six months after her service on the Issuer's Board of Directors ends.

Sentiment

Score: 7

Explanation: The sentiment is positive as it indicates standard corporate governance practices and aligns director interests with shareholders, without any negative implications from the filing itself.

Positives

• The grant of Restricted Stock Units to a director helps align the director's financial interests with those of the company's shareholders, promoting long-term value creation.
• Equity compensation is a standard practice for attracting and retaining qualified board members.

Future Outlook

The Restricted Stock Units are scheduled to vest on the earlier of one year from the grant date (May 30, 2026) or the date of Macy's next annual meeting of shareholders. Vested shares will be delivered to the reporting person six months after her service on the Board of Directors concludes.

Industry Context

The grant of Restricted Stock Units to a director is a common form of non-cash compensation in publicly traded companies across various industries, including retail, to incentivize long-term performance and align director interests with shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a widely adopted practice among S&P 500 companies and large retail corporations, such as Target, Nordstrom, and Kohl's, reflecting a standard approach to executive and board incentives.
• The vesting schedule, typically over one year or tied to the next annual meeting, is consistent with common corporate governance practices designed to retain directors and ensure their continued commitment.
• The deferral of vested shares until after the director's service ends is also a common mechanism to ensure long-term alignment and compliance with certain tax regulations.

Stakeholder Impact

• Shareholders: The grant aligns the director's financial interests with those of the shareholders, potentially encouraging decisions that enhance long-term shareholder value.

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.
• Delivery of vested shares to Marie A. Chandoha six months after her service on the Board of Directors concludes.

Key Dates

Keywords

Macy's, M, SEC Form 4, Director Compensation, Restricted Stock Units, Equity Grant, Insider Transaction, Corporate Governance