Form 4: Macy's Director Richard Clark Receives 13,456 Restricted Stock Units
Insider Transaction Report
Macy's, Inc. Director Richard Clark was granted 13,456 Restricted Stock Units (RSUs) on May 30, 2025, as part of his compensation.
Summary
- Richard Clark, a Director of 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 will 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 Mr. Clark six months after his service on the Issuer's Board of Directors ends.
- The transaction was reported on June 3, 2025, via a Form 4 filing with the SEC.
Sentiment
Score: 5
Explanation: The document is a standard SEC Form 4 filing disclosing an equity grant to a director, which is a routine compensation event and does not inherently convey positive or negative sentiment regarding the company's performance or outlook.
Positives
- The grant of Restricted Stock Units to a director aligns their financial interests with those of the shareholders, encouraging long-term value creation.
- This is a standard form of equity compensation for board members, reflecting common corporate governance practices.
Future Outlook
The 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 occur six months after the director's service on the board concludes.
Industry Context
This transaction represents a routine equity compensation grant to a director, a common practice across publicly traded companies in various industries, including retail, to incentivize long-term commitment and align leadership interests with shareholder value.
Comparison to Industry Standards
- The grant of Restricted Stock Units as part of director compensation is a widely adopted practice among S&P 500 companies, including major retailers like Nordstrom, Kohl's, and Target, which often use similar equity-based incentives to attract and retain qualified board members.
- The vesting schedule, tied to either a one-year period or the next annual meeting, is consistent with typical director RSU grants designed to ensure continued engagement and oversight.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Practice | Grant of Restricted Stock Units to a non-employee director as part of their compensation package. | 05/30/2025 | This practice aligns the director's long-term interests with those of the shareholders, promoting sound governance and strategic decision-making. |
Related Party Transactions
- The acquisition of 13,456 Restricted Stock Units by Richard Clark, a Director of Macy's, Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board.
Stakeholder Impact
- Shareholders: The equity grant aligns the director's interests with shareholder value creation, potentially leading to more favorable long-term strategic decisions.
- Employees: No direct impact on general employees is indicated by this specific filing.
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 Richard Clark six months after his service on the Board of Directors ends.
Key Dates
| Date | Description |
|---|---|
| 05/30/2025 | Date of grant for 13,456 Restricted Stock Units to Director Richard Clark. |
| 06/03/2025 | Date the Form 4 filing was signed and submitted to the SEC. |
Keywords
Macy's, M, SEC Form 4, Restricted Stock Units, RSU, Director Compensation, Equity Grant, Insider Transaction, Corporate Governance
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