Douglas Sesler
Macy'sAbout Douglas W. Sesler
Douglas W. Sesler (age 63) is an independent director of Macy’s, Inc., appointed in 2024, with deep real estate, finance and M&A experience. He previously led Macy’s real estate (2016–2021) and held senior investment banking roles at Bank of America Merrill Lynch and Citigroup . He serves on the Compensation and Management Development (CMD) and Nominating and Corporate Governance (NCG) Committees and is classified as independent under NYSE rules and Macy’s standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Macy’s, Inc. | Head of Real Estate | 2016–2021 | Led portfolio strategy over 100M sq ft; completed 160+ transactions monetizing/developing >$2B of real estate |
| Bank of America Merrill Lynch | Co-Head, Global Real Estate Investment Banking; Global Head of Real Estate Principal Investments | 2005–2011 | Managed $8B opportunistic real estate for firm balance sheet and fund investors |
| Citigroup | Managing Director, Global Real Estate Investment Bank Group | 1994–2005 | Senior leadership in real estate advisory and finance |
| True Square Capital LLC | President | 2011–2016 | Real estate investing and advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Washington Prime Group Inc. (REIT) | Executive Chairman | 2024–Present | Real estate investment and operations leadership |
| Fair Street Partners | Founder & President | 2021–Present | Private real estate investment/development platform |
| Urban Edge Properties | Director (current public company board) | Not disclosed | Current public company directorship |
| Gazit Globe Ltd. (now G City) | Director (prior) | Within last five years | Prior public directorship |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Sesler is independent under NYSE rules and Macy’s Standards for Director Independence |
| Committees | CMD Committee member; NCG Committee member |
| Committee meeting counts (FY2024) | CMD: 5 meetings; NCG: 5 meetings |
| Committee Chairs | CMD Chair: Jill Granoff; NCG Chair: Deirdre P. Connelly |
| Board Attendance | All current directors attended 95% or more of Board/Committee meetings in FY2024 |
| Executive Sessions | Regular executive sessions of independent directors; Lead Independent Director presides |
| Lead Independent Director | Paul C. Varga; responsibilities include agenda input, executive sessions, shareholder communication |
Fixed Compensation
| Component | Policy / Amount |
|---|---|
| Annual Board Cash Retainer | $90,000 |
| Committee Member Retainer | $10,000 per committee (non-chair) |
| Committee Chair Retainers | Audit Chair: $30,000; Other Committee Chairs: $25,000 |
| Lead Independent Director Retainer | $30,000 |
| Equity Grant (Annual) | RSUs targeted at $160,000 |
| Matching Philanthropic Gift | Up to $500 annually |
| Merchandise Discount | Same discount as regular employees; shown as “All Other Compensation” |
2024 actual for Douglas W. Sesler:
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 82,500 |
| Stock Awards | 159,993 |
| All Other Compensation (merchandise discount) | 1,300 |
| Total | 243,793 |
Notes:
- Non-Employee Directors elected at the 2024 annual meeting received 8,209 RSUs (grant-date value ~$160,000 at $19.49/share) vesting at the earlier of 1 year or next annual meeting; shares are automatically deferred as stock credits until six months after Board service ends .
- Directors may defer cash compensation into stock or cash credits under the Director Deferred Compensation Plan .
Performance Compensation
| RSU Grant Detail | Value |
|---|---|
| Grant date (annual meeting) | May 17, 2024 |
| RSUs granted | 8,209 |
| Grant-date price | $19.49/share |
| Vesting | Earlier of 1-year or next annual meeting; shares automatically deferred as stock credits |
| Deferral Plan Mechanics | Stock credits calculated monthly; dividends reinvested; paid in shares 6 months post-service |
Note: Macy’s non-employee director equity is time-based RSUs; no PSU or performance metrics apply to director equity grants .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock Consideration |
|---|---|---|
| Urban Edge Properties | Current public company directorship | Overlapping retail real estate exposure; no Macy’s related-party transactions disclosed |
| Washington Prime Group Inc. | Executive Chairman | Retail real estate role alongside Macy’s directorship; Board independence affirmed; no Item 404(a) related-party transactions involving Sesler reported since the beginning of the last fiscal year |
Expertise & Qualifications
- Real Estate: Investment, development, monetization of retail real estate portfolios and large-scale transactions .
- Finance/M&A: Responsible for hundreds of M&A transactions, IPOs, and capital raises; led Macy’s COVID-19 recapitalization ($4.5B) .
- Governance: Service on multiple public company boards provides governance perspective .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) as of March 20, 2025 | 193,551 |
| Shares acquirable within 60 days (options/RSUs) | 162,197 |
| Ownership % of shares outstanding | <1% (based on 278,574,321 shares) |
| RSUs held (end of FY2024) | 8,209 |
| Deferred Stock Unit Credits (FY2024 table) | 0 |
| Stock Ownership Guidelines | Directors must hold stock equal to 5x retainer ($450,000), within 5 years; RSUs and stock credits count; options do not; anti-hedging/pledging policy applies |
Insider Trades
| Date | Type | Shares | Notes | Source |
|---|---|---|---|---|
| Mar 31, 2025 | 1-for-1 conversion of phantom stock to common stock | 1,970 | Form 4 indicates conversion; settled in common stock upon termination from Board; filing by Sesler | |
| Jun 30, 2025 | Award filing (Form 4) | Notional (see Form 4) | Filing recorded for Sesler; details in EDGAR index | (Row for 07/02/2025 Form 4) |
Governance Assessment
- Independence and Related Party: Board affirmed Sesler’s independence under NYSE standards; NCG Committee reviewed affiliations and found no material relationships. No related-party transactions reportable under Item 404(a) involving Sesler since the beginning of the last fiscal year .
- Attendance and Engagement: Directors achieved ≥95% attendance in FY2024, supporting board effectiveness; Sesler serves on CMD and NCG committees with five meetings each in FY2024 .
- Director Pay and Alignment: Director pay structure balances cash ($90k retainer; $10k per committee) and equity ($160k RSUs), with automatic deferral of vested RSUs, stock ownership guidelines (5x retainer), and prohibitions on hedging/pledging—aligning interests with shareholders .
- Shareholder Signals: 2025 annual meeting—Sesler received 166,230,863 votes FOR vs 20,547,917 AGAINST; say-on-pay received 165,972,672 FOR vs 20,847,611 AGAINST, indicating overall investor support for governance and compensation programs .
- Activism/Board Oversight: April 10, 2024 settlement with Arkhouse added two independent directors and tasked the Finance Committee to evaluate the Arkhouse/Brigade acquisition proposal, reflecting board responsiveness and strengthened oversight processes .
RED FLAGS/Watch Items
- Overlapping real estate roles (Executive Chairman of Washington Prime Group; current Urban Edge directorship) alongside Macy’s directorship may create perceived conflicts in lease/real estate matters; however, independence was affirmed and no related-party transactions are disclosed. Continued monitoring of any Macy’s transactions involving entities where Sesler holds roles is prudent .
- Ensure adherence to anti-hedging/anti-pledging policy and stock ownership guideline progress (5-year compliance window for newer directors) to maintain alignment .
Other Program Disclosures (context for governance quality)
- Director Compensation Program Review: Semler Brossy’s December 2024 assessment found average total director pay below peer median, with pay mix consistent with peers; committee and lead independent director retainers varied vs peers .
- Policies: Robust governance policies include majority voting, proxy access, regular executive sessions, board/committee evaluations, and anti-hedging/anti-pledging rules for directors .