Macy's, Inc. appointed new CEO

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On March 29, 2023 Macy's, Inc. ("Macy's" or the "Company") announced a leadership succession plan. Jeff Gennette, age 61, Chairman and Chief Executive Officer of the Company, plans to retire at the end of fiscal 2023 after 40 years of service. Tony Spring, age 58, Executive Vice President Macy's and Chairman and Chief Executive Officer Bloomingdale's, has been appointed President and CEO-Elect of the Company, effective immediately, and a member of the Company's Board of Directors, effective April 1, 2023. The size of the Board will be increased to sixteen members effective April 1, 2023. Mr. Spring is expected to be appointed Chief Executive Officer of the Company in February 2024. As part of the leadership transition, the Company also announced that Adrian V. Mitchell, age 49, Chief Financial Officer of the Company, has been appointed Chief Operating Officer and Chief Financial Officer of the Company with an increased scope of responsibilities. 


Mr. Spring has served in his current role at Macy's since 2021 and in various roles within the Bloomingdale's organization for 35 years. As Chairman and CEO of Bloomingdale's, Mr. Spring led the nameplate to its highest sales volume ever in 2022. Mr. Mitchell has served as Chief Financial Officer of the Company since 2020, and previously served as Managing Director and Partner, Digital BCG and Consumer Practices, Boston Consulting Group (BCG). Prior to joining BCG in 2017, Mr. Mitchell held executive and management positions at retailers Arhaus LLC, Crate and Barrel Holdings, Inc. and Target Corporation.


In connection with the succession plan outlined above, the Compensation and Management Development (CMD) Committee of the Macy's Board of Directors approved the following compensation arrangements for Mr. Spring:


-Annual base salary of $1,000,000; annual target incentive opportunity of 135% of base salary under the Senior Executive Incentive Compensation Plan; and a target annual equity grant with a grant date fair value of $4,000,000 under the 2021 Equity and Incentive Compensation Plan (the "Equity Plan"), in a combination of time-based restricted stock units (RSUs) and performance-based restricted stock units (PRSUs), weighted 50% each, based on grant date fair value. The RSUs will vest 25% on the first four anniversaries of the grant date. The PRSUs will vest at the end of the three-year period based on the pre-determined goals and targets.


In connection with Mr. Mitchell's increased scope of responsibilities, the CMD Committee approved the following compensation arrangements for Mr. Mitchell:


-Annual base salary of $950,000; annual target incentive opportunity of 135% of base salary under the Senior Executive Incentive Compensation Plan; and a target annual equity grant with a grant date fair value of $3,300,000 under the Equity Plan, in a combination of RSUs and PRSUs, weighted 50% each, based on grant date fair value. The RSUs will vest 25% on the first four anniversaries of the grant date. The PRSUs will vest at the end of the three-year period based on the pre-determined goals and targets. 


-A one-time equity grant under the Equity Plan of RSUs with a grant date fair value of $3,000,000 vesting 100% on the second anniversary of the grant date.


-Severance benefits under the Senior Executive Severance Plan if Mr. Mitchell terminates his employment voluntarily for "good reason." "Good reason" means, after notice to the Company, the Company has refused or failed to make corrections to eliminate the occurrence of any one or more of the following events: (1) a diminution in target total direct compensation in excess of 10% that applies specifically to the Chief Operating Officer and Chief Financial Officer and is not a diminution applicable on a broad basis to all colleagues at the Executive Vice President level and above, (2) a material diminution in authority and/or (3) a material diminution in duties or responsibilities.


-In the event of involuntary termination without cause by the Company or for "good reason" by Mr. Mitchell, continued vesting of equity awards granted on or after March 31, 2023 for two years following the date of termination of employment.