Deirdre Connelly
Macy'sAbout Deirdre P. Connelly
Independent director at Macy’s, Inc. since 2008; age 64. Former President, North American Pharmaceuticals at GlaxoSmithKline and senior executive at Eli Lilly with leadership in HR, marketing, R&D/product development; recognized in Fortune’s Most Powerful Women and Forbes World’s Most Powerful Women lists. Chair of the Nominating & Corporate Governance (NCG) Committee and member of the Compensation & Management Development (CMD) Committee; Board determined independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GlaxoSmithKline | President, North American Pharmaceuticals | 2009–2015 | Co-Chair, Global Product Investment Board (six years) |
| Eli Lilly | President, U.S. Operations | 2005–2009 | Led R&D global product development organization |
| Eli Lilly | SVP, Human Resources | 2004–2005 | Human capital leadership |
| Eli Lilly | President, Women’s Health (U.S.) | 2001–2003 | Product/brand leadership |
External Roles
| Company | Role | Notes |
|---|---|---|
| Lincoln National Corporation | Director | Current public company board |
| Genmab A/S | Director | Current public company board |
| Sarepta Therapeutics, Inc. | Director | Current public company board (added by 2025) |
Board Governance
- Committee assignments: NCG Committee Chair; CMD Committee member. NCG met 5 times; CMD met 5 times in fiscal 2024.
- Independence: Board determined Connelly is independent under NYSE rules and Macy’s Standards for Director Independence; review found no relationships exceeding thresholds.
- Attendance: Board held nine meetings in fiscal 2024; all current directors attended 95% or more of Board and committee meetings; directors expected to attend annual meetings.
- Board effectiveness: NCG Chair co-leads annual Board/committee evaluations; process includes surveys, one-on-ones led by Lead Independent Director, and executive sessions with findings reported to the Board.
- Lead Independent Director & executive sessions: Paul C. Varga serves as Lead Independent Director; independent directors hold regular executive sessions.
- ESG and risk oversight: NCG oversees governance, ESG, charitable/political/human rights; CMD oversees compensation and culture; Audit oversees financial reporting and cybersecurity.
Fixed Compensation
| Component | Program Level (FY 2024) | Connelly FY 2024 Actual | Notes |
|---|---|---|---|
| Board retainer (cash) | $90,000 | Included in cash total | Annual cash retainer |
| Committee chair retainer | $25,000 (NCG), $30,000 (Audit) | $25,000 (NCG Chair) | NCG Chair rate |
| Committee member retainer | $10,000 | CMD member ($10,000) | Per committee membership |
| Lead Independent Director retainer | $30,000 | N/A | Applies only to LID |
| Equity grant (RSUs) | ~$160,000 grant-date value | $159,993 | Time-based RSUs; automatically deferred at vest |
| Philanthropic matching | Up to $500 | Included in “All Other” | Standard director perquisite |
2024 Director Compensation – Connelly:
- Fees Earned/Paid in Cash: $125,000; Stock Awards: $159,993; All Other Compensation: $3,440; Total: $288,433.
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Time-based RSUs | None (no performance metrics) | Vests at earlier of 1-year anniversary or next annual meeting; then deferred as stock credits until six months post-service |
Director stock ownership guidelines: 5x annual board retainer ($450,000); directors must comply within five years; those at guideline dates have satisfied ownership; RSUs are automatically deferred; hedging/pledging prohibited.
Other Directorships & Interlocks
| Company | Sector Overlap | Potential Interlock/Conflict Note |
|---|---|---|
| Lincoln National Corporation | Insurance (no direct retail overlap) | No related-party exposure disclosed at Macy’s |
| Genmab A/S | Biotech (no direct retail overlap) | None disclosed |
| Sarepta Therapeutics, Inc. | Biotech (no direct retail overlap) | None disclosed |
Expertise & Qualifications
- Senior leadership across global pharma; strategic operations, marketing/brand, human capital oversight.
- Product development/R&D governance; co-chaired global investment board at GSK.
- Recognized for leadership (Fortune/Forbes), bringing disciplined governance and stakeholder orientation.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 10,842 | As of March 20, 2025 |
| Ownership % of outstanding | 0.0039% (10,842/278,574,321) | Shares outstanding as of record date |
| Stock unit credits (deferred) | 126,417 | Not reported as beneficial within 60 days; equity-based deferred comp |
| 2024 RSUs granted | 8,209 | Annual director grant at ~$160k |
| Hedging/pledging | Prohibited | Anti-hedging/anti-pledging policy for directors |
Governance Assessment
-
Strengths: Long tenure (since 2008) with deep governance experience; NCG Chair role central to Board composition, evaluations, ESG oversight; high director attendance; strong independence determination.
-
Alignment: Meaningful equity via RSUs and substantial deferred stock unit credits; formal ownership guideline (5x retainer) met by directors at their guideline dates; anti-hedging/pledging policy.
-
Compensation structure: Balanced cash retainer plus equity; independent consultant (Semler Brossy) reviewed director pay relative to 15-retailer peer group; Macy’s director pay below peer median with similar mix (approx. 41–59% cash/equity).
-
Shareholder signals: 2024 say-on-pay approval 91.9% indicates broad support for compensation governance; fall 2024 outreach contacted holders of ~58% outstanding, with meetings covering strategy/ESG/governance.
-
Conflicts/Related-Party: No related person transactions in fiscal 2024; independence standards applied, NCG review found no material supplier/consultant ties exceeding thresholds.
-
Watch items:
- Multi-board commitments (three external public boards) warrant routine capacity/overboarding monitoring per Macy’s governance principles.
- Continued focus on director equity deferral strengthens alignment but limits liquidity until six months post-service; appropriate for long-term orientation.