Form 4: Macy's Director Richard Markee Receives Phantom Stock Unit Grant

Macy's, Inc. Director Richard L. Markee was granted 2,379 phantom stock units, convertible to common stock, effective June 30, 2025, as part of his compensation.

Summary

• Richard L. Markee, a Director of Macy's, Inc., was granted 2,379 phantom stock units.
• These units are convertible on a 1-for-1 basis into Macy's Common Stock.
• The grant date for this transaction is June 30, 2025.
• The phantom stock units will settle in Common Stock upon Mr. Markee's termination from the Board of Directors.
• The average value of the stock units granted during the quarter, used for pricing, was $11.5606 per unit.
• Following this transaction, Mr. Markee directly beneficially owns 2,379 phantom stock units.

Sentiment

Score: 7

Explanation: The document reports a routine equity grant to a director, which is a positive for corporate governance and aligns interests, but does not contain significant new financial performance data to warrant a higher score. It's a standard, positive operational item.

Positives

• The grant of phantom stock units aligns the director's interests with shareholder value, as settlement is tied to common stock performance.
• The equity grant serves as a form of compensation and retention for a key board member, promoting long-term commitment.

Future Outlook

The phantom stock units are designed to settle in common stock upon the director's termination from the Board, indicating a long-term incentive structure aimed at retaining board members and aligning their interests with the company's long-term performance.

Management Comments

• No specific notable quotes or paraphrased statements from company management are included in this Form 4 filing, as it primarily reports a transaction.

Industry Context

This is a standard equity compensation practice for board members in publicly traded companies, aiming to align their interests with long-term shareholder value. It reflects ongoing corporate governance practices at Macy's within the retail sector.

Comparison to Industry Standards

• Granting equity-based compensation like phantom stock units to directors is a common practice across various industries, including retail, to incentivize long-term commitment and performance.
• The specific value and number of units would typically be benchmarked against peer companies in the department store and general merchandise retail sector, such as Nordstrom, Kohl's, and Dillard's, to ensure competitive compensation for board members.
• The structure, where units settle upon board termination, is a standard long-term retention mechanism for non-employee directors.

Corporate Governance

Related Party Transactions

• The grant of 2,379 phantom stock units to Richard L. Markee, a Director of Macy's, Inc., represents a standard compensation transaction with a related party.

Stakeholder Impact

• Shareholders: The grant of phantom stock units aligns the director's interests with shareholder value, as the units convert to common stock, which can be seen as a positive for governance.
• Management: Reinforces the compensation structure for board members, aiding in retention and motivation.

Next Steps

• The phantom stock units will convert to common stock upon Richard L. Markee's termination from the Board of Directors.

Key Dates

Recommendation

Keywords

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