MACYS INC (M)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
MACYS INC · Meeting: May 15, 2026
Directors FOR
6
Directors AGAINST
4
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Director Nominees
Against Analysis
Mr. Boone has served since 2019, meaning his tenure fully overlaps the 3-year period during which Macy's stock gained +21.8% while its disclosed peer group median gained +87.9% — a gap of 66.1 percentage points, which exceeds the 65-point threshold that applies when a company's absolute return is in the strong-positive range. The 5-year check does not provide a mitigant because the 5-year gap versus the peer median (-70.5pp) also exceeds the 65pp threshold, indicating sustained underperformance rather than a temporary dip. No other disqualifying factors are present, but the persistent relative underperformance during his tenure triggers a vote against.
Ms. Connelly has served since 2008, meaning her tenure fully and substantially overlaps the period during which Macy's significantly trailed its peer group in stock performance — the 3-year gap of -66.1pp exceeds the 65pp threshold for strong-positive TSR, and the 5-year gap of -70.5pp exceeds the same threshold, confirming this is sustained rather than transient underperformance. While her pharma and HR background is relevant for human capital oversight, the consistent multi-year relative underperformance during her extended tenure is the deciding factor. She holds 3 outside board seats, which does not trigger the overboarding rule.
Mr. Spring joined the board in 2023 and has served as CEO since 2024; under policy, executive directors are subject to the same TSR trigger as all other directors, independent of the Say on Pay vote. The 3-year gap of -66.1pp exceeds the 65pp threshold for strong-positive TSR, and the 5-year gap of -70.5pp also exceeds that threshold, indicating sustained underperformance against peers. While his board tenure is relatively recent, his deep long-term involvement in Macy's executive leadership means he bears meaningful accountability for the strategic direction that produced the relative underperformance, and the 5-year check does not provide a mitigant.
Mr. Varga has served since 2012 and as Lead Independent Director, meaning his tenure fully and substantially overlaps the 3-year and 5-year periods during which Macy's significantly trailed its peer group — the 3-year gap of -66.1pp and the 5-year gap of -70.5pp both exceed the 65pp threshold applicable to strong-positive absolute TSR, confirming sustained rather than transient underperformance. As Lead Independent Director, he bears heightened responsibility for board oversight of strategy and performance during this period. No mitigating factors apply.
For Analysis
Joined in 2022 (over 24 months ago but tenure covers less than full 3-year underperformance period); the 3-year TSR trigger fires (Macy's 3-year return of +21.8% trails the peer median of +87.9% by 66.1pp, exceeding the 65pp threshold for strong-positive TSR), but the 5-year check does not independently clear the threshold since the 5-year gap vs. peer median is -70.5pp against a threshold of 65pp — however, as a mitigant her tenure only partially overlaps the underperformance period and she brings strong omnichannel retail expertise; no overboarding, attendance, or independence concerns.
Joined in 2022; her tenure partially overlaps the underperformance period but covers less than the full 3 years; although the 3-year TSR gap (-66.1pp) technically triggers the threshold, the policy directs that directors who joined during an already-underperforming period should have this noted as mitigating context, and she holds the Audit Committee chair role with clear financial expertise; no overboarding (2 outside boards), attendance, or independence concerns.
Joined April 1, 2025 — well within the 24-month exemption window — and is therefore fully exempt from the TSR trigger; no overboarding, attendance, or independence concerns.
Joined in 2023; tenure covers less than half of the 3-year underperformance period, which the policy treats as a flag but not an automatic vote against; strong financial expertise as a sitting CFO; no overboarding, attendance, or independence concerns.
Joined in 2022; her tenure partially overlaps the underperformance period and covers less than the full 3-year window, which the policy treats as mitigating context rather than an automatic trigger; strong retail and brand-building expertise relevant to Macy's strategy; no overboarding (0 current outside boards), attendance, or independence concerns.
Joined in 2024 — within the 24-month exemption window — and is therefore exempt from the TSR trigger; deep retail industry experience is relevant; no overboarding (1 outside board), attendance, or independence concerns.
The board TSR trigger fires for Macy's: the company's 3-year return of +21.8% trails the disclosed compensation peer group median of +87.9% by 66.1 percentage points, exceeding the 65pp threshold that applies when absolute 3-year return is in the strong-positive range, and the 5-year gap of -70.5pp also exceeds the threshold, ruling out the 5-year mitigant. Directors with tenure long enough to be meaningfully accountable for this sustained underperformance receive AGAINST votes (Boone since 2019, Connelly since 2008, Varga since 2012, and CEO/director Spring). Directors who joined recently enough that their tenure only partially overlaps or does not overlap the underperformance period receive FOR votes (Arel 2022, Chandoha 2022, Granoff 2022, Chopra 2023, Markee 2024, Chavez 2025). No overboarding, attendance, or independence concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Tony Spring
Total Comp
$14,104,067
Prior Support
88.8%%
The prior year say-on-pay vote received strong support of 88.8%, well above the 70% threshold that would require a response check. The company's compensation program emphasizes at-risk pay — the proxy discloses that at least 70% of named executive officer target compensation is linked to performance metrics or stock price, satisfying the policy's requirement that variable pay represent at least 50-60% of total compensation. CEO Tony Spring's total compensation of approximately $14.1 million is within a reasonable range for a CEO at a roughly $5 billion market cap consumer retail company, and the program uses both short-term and long-term performance metrics including three-year performance stock award metrics set at the beginning of the performance period, reflecting genuine performance conditions rather than time-based disguised fixed pay.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
38 yrs
Audit Fees
$4,456,500
Non-Audit Fees
$289,380
KPMG and its predecessors have audited Macy's since 1988 — a relationship of approximately 38 years — which exceeds the policy's 25-year threshold that triggers a vote against unless the audit committee provides a specific and compelling rationale. The Audit Committee's stated rationale focuses on continuity, familiarity, and competitive fees, but does not cite exceptional audit quality metrics, a recent lead partner rotation, or a concrete multi-year auditor rotation plan, which are the types of justifications the policy requires to override the tenure trigger. The non-audit fee ratio is well within acceptable limits (non-audit fees of approximately $289,380 represent about 6.5% of audit fees), so the only trigger here is tenure.
Overall Assessment
The 2026 Macy's ballot presents four proposals: director elections, auditor ratification, say-on-pay, and an equity plan amendment. The most significant issues are sustained relative stock underperformance versus peers (triggering AGAINST votes for four long-tenured directors) and KPMG's 38-year auditor tenure exceeding the policy's independence threshold; the say-on-pay program passes review given strong prior support, meaningful performance conditions, and appropriate pay-at-risk structure.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing