Form 4: Macy's Director Naveen K. Chopra Receives Restricted Stock Unit Grant

Macy's, Inc. Director Naveen K. Chopra was granted 13,456 restricted stock units (RSUs) on May 30, 2025, as part of his compensation.

Summary

• Naveen K. Chopra, a Director at Macy's, Inc. (M), acquired 13,456 Restricted Stock Units (RSUs) on May 30, 2025.
• Each RSU represents the equivalent of one share of Macy's common stock.
• The RSUs were granted at a price of $0, which is typical for RSU grants as compensation.
• Following this transaction, Mr. Chopra beneficially owns 13,456 RSUs directly.
• The RSUs 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.
• Vested shares will be automatically deferred and delivered to Mr. Chopra six months after his service on the Issuer's Board of Directors concludes.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a Form 4 primarily reports a transaction, the grant of RSUs to a director is a standard practice that aligns management interests with shareholders, which is generally viewed favorably.

Positives

• The grant of Restricted Stock Units to a director aligns their interests with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• This is a standard form of non-cash compensation for board members, indicating continuity in corporate governance practices.

Future Outlook

The Restricted Stock Units granted to Director Naveen K. Chopra are scheduled to vest on the earlier of May 30, 2026 (one year from grant date) or the date of Macy's next annual meeting of shareholders. The delivery of vested shares will occur six months after Mr. Chopra's service on the Board of Directors ends.

Management Comments

• The filing indicates that the transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

The grant of Restricted Stock Units to a non-employee director is a common practice across various industries, including retail, to compensate board members and align their long-term interests with the company's performance and shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a widely accepted practice among publicly traded companies, including major retailers like Nordstrom, Kohl's, and J.C. Penney (prior to its delisting), as it ties compensation directly to stock performance and encourages long-term commitment.
• The vesting schedule, typically one year or until the next annual meeting, is also standard for such grants to non-employee directors, ensuring a period of service before the equity fully vests.

Corporate Governance

Related Party Transactions

• The grant of 13,456 Restricted Stock Units to Naveen K. Chopra, a Director of Macy's, Inc., constitutes a related party transaction as it involves compensation to a member of the company's board.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's interests with shareholders, potentially encouraging decisions that enhance long-term stock value.
• Employees: No direct impact on general employees is indicated by this specific filing.

Next Steps

• The Restricted Stock Units will vest on the earlier of May 30, 2026, or the date of Macy's next annual meeting of shareholders.
• Vested shares will be delivered to Naveen K. Chopra six months after his service on the Board of Directors concludes.

Key Dates

Keywords

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