Form 4: Macy's Director Richard Markee Granted 13,456 Restricted Stock Units

Macy's, Inc. Director Richard L. Markee was granted 13,456 restricted stock units, aligning his interests with shareholders through equity compensation.

Summary

• Richard L. Markee, a Director of Macy's, Inc. (M), was granted 13,456 Restricted Stock Units (RSUs).
• Each RSU represents one share of Macy's common stock.
• The RSUs were granted on May 30, 2025, with a transaction price of $0, indicating a grant rather than a purchase.
• These units will vest on the earlier of one year from the grant date or the date of Macy's next annual meeting of shareholders.
• Vested shares will be automatically deferred and delivered to Mr. Markee six months after his service on the Board of Directors concludes.
• Following this transaction, Mr. Markee beneficially owns 13,456 derivative securities (RSUs).

Sentiment

Score: 7

Explanation: The filing indicates a routine equity grant to a director, which is a positive for corporate governance as it aligns interests. There are no negative financial implications beyond standard dilution from equity compensation.

Positives

• The grant of Restricted Stock Units to a director aligns the director's financial interests with those of the shareholders, incentivizing long-term value creation.
• Equity compensation is a common and effective way to attract and retain experienced board members.

Negatives

• The grant of RSUs, while common, represents a potential future dilution of existing shareholder equity upon vesting and conversion into common stock.

Risks

• Future dilution of common stock if the RSUs vest and convert into shares.
• The value of the compensation is tied to the future performance of Macy's stock, meaning the director's compensation could decrease if the stock price declines.

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 vested shares will be delivered to the reporting person six months after their service on the Board of Directors ends.

Industry Context

The grant of Restricted Stock Units to a non-employee director is a standard practice in corporate governance across various industries, including retail, to align the interests of board members with long-term shareholder value. This form of compensation is widely adopted by publicly traded companies to incentivize performance and retention of key leadership.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of director compensation is a common practice among S&P 500 companies and large retail corporations, including peers like Nordstrom (JWN), Kohl's (KSS), and Target (TGT), which often utilize equity awards to incentivize long-term performance and align director interests with shareholders.
• The vesting schedule, tied to either a one-year period or the next annual meeting, is typical for director equity grants, ensuring a commitment period while providing a clear timeline for the award to mature.
• The deferral of share delivery until six months after board service ends is also a common mechanism to encourage continued engagement and compliance with insider trading policies, similar to practices observed at companies like Walmart (WMT) and Amazon (AMZN) for their non-executive directors.

Corporate Governance

Related Party Transactions

• The grant of Restricted Stock Units to Richard L. Markee, 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 of Directors.

Stakeholder Impact

• **Shareholders**: Potential minor future dilution upon vesting and conversion of RSUs into common stock, but also improved alignment of director interests with long-term shareholder value.
• **Employees**: No direct impact on general employees from this specific director compensation filing.
• **Customers**: No direct impact.
• **Suppliers**: No direct impact.
• **Creditors**: No direct impact.

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 L. Markee six months after his service on the Issuer's Board of Directors ends.

Key Dates

Keywords

Macy's, M, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Equity Compensation, Director Compensation, Richard L. Markee, Corporate Governance