Danielle Kirgan
Macy'sAbout Danielle Kirgan
Danielle L. Kirgan (age 49) serves as Chief Human Resources Officer (since 2017) and Chief Corporate Affairs Officer (since 2024); she previously was Chief Transformation Officer (2020–2023). She has 7 years at Macy’s and holds a B.A. in Business Administration from Illinois State University; prior roles include CHRO/SVP at American Airlines, CHRO at Darden Restaurants, Head of HR at ACI Worldwide, and VP HR at Conagra Brands . Macy’s fiscal 2024 performance under the “Bold New Chapter” strategy included $22.3B net sales, $2.0B Adjusted EBITDA (8.6%), $582M net income, and $679M free cash flow; shareholder support for say‑on‑pay was 91.9% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Airlines | SVP, People; CHRO | Not disclosed | Led enterprise HR for a global airline |
| Darden Restaurants | CHRO | Not disclosed | Human capital leadership for a multi-brand restaurant group |
| ACI Worldwide | Head of HR | Not disclosed | HR leadership at payments software provider |
| Conagra Brands | VP, Human Resources | Not disclosed | HR leadership in packaged foods |
External Roles
No public company directorships or external board roles disclosed for Kirgan in the proxy.
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Base Salary | $850,000 |
| Target Annual Incentive (% of salary) | 100% |
| Actual Non‑Equity Incentive Paid | $853,910 |
Performance Compensation
Annual Incentive Design and Outcome (FY 2024)
| Metric | Weight | Target Setting | Actual vs Target | Payout |
|---|---|---|---|---|
| Total Revenue | 35% | Pre‑set at start of year | Between threshold and target | 100.46% of target for NEOs |
| Adjusted EBITDA | 35% | Pre‑set at start of year | Between threshold and target | 100.46% of target for NEOs |
| Omni Net Promoter Score (NPS) | 30% | Pre‑set at start of year | Between target and maximum | 100.46% of target for NEOs |
Long‑Term Incentive (2024 Grants; 3‑year performance through FY 2026)
| Award | Metric | Target/Structure | Vesting | Notes |
|---|---|---|---|---|
| PRSUs | rTSR vs S&P Retail Select Industry Index (50%) | Target set at start of 3‑year period | End of FY 2026 | Negative TSR cap; 55th percentile needed for target |
| PRSUs | Adjusted EBITDA Margin (50%) | 20%/15%/15% weighting for 2024/2025/2026 | End of FY 2026 | Targets set at inception |
| RSUs | Time‑based | NA | 25% annually over 4 years (starting 3/28/2025) | Time‑based retention; double‑trigger CIC vesting |
Prior Cycle Payout (2012–2024 plan measured 2022–2024)
| Cycle | Metrics | Outcome |
|---|---|---|
| 2022–2024 PRSU Plan | rTSR (60%) vs S&P Retail Select; Digital Sales (40%); with additional long‑term comp store sales opportunity | 36.06% of target overall; Digital Sales and comp sales below threshold; rTSR between threshold and target |
Equity Grants and Vesting Detail (FY 2024)
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| PRSUs | 3/28/2024 | 45,022 | $866,448 | Earn‑out FY 2026; paid within ~2.5 months after FY end |
| RSUs | 3/28/2024 | 45,022 | $899,990 | 25% each on 3/28/25, 3/28/26, 3/28/27, 3/28/28 |
Vesting and value realized in FY 2024:
| Item | Shares Vested | Value Realized |
|---|---|---|
| RSUs/PRSUs (aggregate FY 2024) | 94,925 | $1,757,756 |
Outstanding awards (as of FY‑end):
| Instrument | Grant Date | Status | Count | Notes |
|---|---|---|---|---|
| Stock Options | 11/13/2017 | Exercisable | 139,664; $19.33 strike; exp. 11/13/2027 | Legacy options (company stopped option grants after 2019) |
| Stock Options | 4/6/2018 | Exercisable | 63,914; $29.80 strike; exp. 4/6/2028 | |
| Stock Options | 3/21/2019 | Exercisable | 93,385; $24.03 strike; exp. 3/21/2029 | |
| RSUs | 3/25/2021 | Unvested/vested mix | 13,695 | Time‑based |
| RSUs | 3/24/2022 | Unvested/vested mix | 17,078 | Time‑based |
| RSUs | 3/31/2023 | Unvested/vested mix | 38,593 | Time‑based |
| PRSUs (FY23 cycle) | 3/31/2023 | Target | 51,457 | Performance through FY 2025 |
| RSUs | 3/28/2024 | Unvested | 45,022 | 25% annually over 4 years |
| PRSUs (FY24 cycle) | 3/28/2024 | Target | 45,022 | Performance through FY 2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 691,316 shares; <1% of shares outstanding |
| Acquirable within 60 days | 343,316 shares (options/RSUs vesting within 60 days) |
| Ownership Guidelines | CHRO required to hold 3x base salary; all NEOs in compliance as of latest measurement |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Vested vs Unvested | Significant unvested RSUs/PRSUs (see Outstanding awards) |
Employment Terms
| Topic | Provision |
|---|---|
| Employment Contract | No individual employment contracts; compensation via plans/policies |
| Severance (SESP) | 24 months base salary for NEOs (other than CEO); 12 months employer healthcare premium equivalent; requires non‑competition, non‑solicitation & confidentiality agreement; non‑competition period 1 year (not waivable, applies regardless of termination reason) |
| Change‑in‑Control (CIC) | Double‑trigger: if terminated without cause or for good reason within 2 years of CIC→ lump sum equals 2×(base salary + average last 3 annual incentives), pro‑rated target annual incentive for year of termination, full vest of RSUs; PRSUs convert to time RSUs at CIC and vest on qualifying termination; additional non‑comp lump sum equal to 1×(base salary + average incentive) after one year if no competition |
| Equity Vesting Protections | RSUs and PRSUs feature pro‑rata vesting on death/disability; double‑trigger vesting on CIC |
| Clawback | Dodd‑Frank compliant policy adopted in 2023; Company recovered erroneously awarded 2023 STI adjusted‑EBITDA portion ($609,613 aggregate across covered officers) following accounting revisions; no clawback on 2021–2023 PRSUs after analysis |
Compensation Structure vs Performance Metrics
| Element | Linkage to Performance |
|---|---|
| STI (Cash) | 70% financial (Total Revenue 35%, Adjusted EBITDA 35%); 30% customer (Omni NPS) |
| LTI (Equity) | 50% PRSUs on rTSR vs S&P Retail Select Industry Index; 50% PRSUs on 3‑year Adjusted EBITDA Margin; 50% RSUs time‑based |
| Outcomes (FY 2024) | STI paid at 100.46% of target for NEOs; prior PRSU cycle paid 36.06% |
Say‑on‑Pay, Peer Benchmarking, and Governance
- Say‑on‑pay approval 91.9% in 2024, with continued annual cadence; off‑season shareholder outreach covered compensation and governance .
- Compensation peer group (15 retailers) unchanged after 2024 review; Semler Brossy independent consultant advises CMD Committee on design/market data .
- Anti‑hedging/pledging, robust stock ownership guidelines, mandatory clawback, and independent CMD Committee underscore governance quality .
Risk Indicators & Red Flags
- Accounting revision and clawback recovery under Dodd‑Frank were executed; errors tied to delivery expense accruals did not impact Digital Sales or Total Revenue metrics used in incentive determinations; STI adjusted‑EBITDA payouts adjusted and recovered as required .
- No related‑party transactions in FY 2024 .
- Policy prohibition on hedging/pledging reduces alignment risk; double‑trigger CIC terms limit single‑trigger windfalls .
Investment Implications
- Alignment: Kirgan’s pay mix is heavily performance‑linked (STI and PRSU weightings to revenue/EBITDA/NPS and rTSR/EBITDA margin); ownership guidelines and anti‑pledging strengthen alignment .
- Retention and selling pressure: Four‑year RSU vesting cadence (starting 3/28/2025) and sizable legacy in‑the‑money options may create periodic liquidity events; monitor Form 4s around vesting dates and blackout windows for flow‑of‑funds signals .
- Change‑of‑control economics: Double‑trigger CIC with 2× cash plus full equity vest conversion can be material; in event‑driven scenarios, executive retention incentives are strong but represent potential dilution/cash outlay .
- Execution track record: FY 2024 STI paid near target reflecting mixed financial metrics and strong NPS; prior PRSU cycle paid below target (36.06%), showing downside sensitivity when long‑term goals are missed—supportive of pay‑for‑performance discipline .