Emilie Arel
Macy'sAbout Emilie Arel
Independent director of Macy’s, Inc. since 2022; age 47. Currently President of Mitchell & Ness Nostalgia Co. (appointed 2025) and formerly CEO/President of Casper Sleep (2019–2024), CEO of FULLBEAUTY Brands (2017–2019), and CEO of Quidsi (2015–2017). Board-designated independent under NYSE rules; serves on Compensation & Management Development (CMD) and Nominating & Corporate Governance (NCG) Committees; Board attendance in 2024 was 95%+ across all directors. Education noted at appointment: MBAs from Columbia Business School and UC Berkeley; BA, University of St. Thomas. Tenure on Macy’s Board: since 2022. Lead Independent Director for Macy’s is Paul C. Varga. Executive sessions of independent directors held regularly.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Casper Sleep Inc. | CEO (2021–2024), President (2019–2024), Chief Commercial Officer (2019–2021) | 2019–2024 | Led omnichannel strategy; oversaw IPO and go-private; digital-first marketing execution |
| FULLBEAUTY Brands Inc. | CEO | 2017–2019 | Led debt restructuring and digital transformation |
| Quidsi (Amazon company) | CEO; SVP Retail, Merchandising & Supply Chain | 2014–2017 | Leadership across 10 brands incl. Diapers.com, Soap.com |
| Gap Inc./Old Navy | Multiple leadership roles incl. VP & GM, Kids & Brand Licensing; VP, Stores | 2007–2014 | Led 12,000+ employees and 220+ stores |
| Target Corporation | Various roles | 2001–2004 | Early retail operations and strategy experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mitchell & Ness Nostalgia Co. | President | 2025–present | Consumer apparel brand leadership |
| Casper Sleep Inc. | Previous Public Directorships (last five years) | n/a | Listed as prior public company directorship in Macy’s proxy |
Board Governance
- Independence: Board determined Arel is independent under NYSE standards and Macy’s independence criteria .
- Committees: CMD (member); NCG (member). No chair roles. Committee responsibilities: CMD oversees executive compensation, culture, and CEO/key executive succession; NCG oversees director nominations, governance, and ESG-related programs .
- Attendance: Macy’s Board held 9 meetings in fiscal 2024; all current directors attended 95%+ of Board and committee meetings; directors expected to attend annual meeting (all did in 2024) .
- Lead Independent Director: Paul C. Varga; has defined authorities (agendas, executive sessions, shareholder communications) .
Fixed Compensation (Non-Employee Director – Fiscal 2024)
| Component | Amount | Notes |
|---|---|---|
| Board retainer (cash) | $90,000 per year | Committee member retainer $10,000; Committee chair retainers $25,000–$30,000; Lead Independent Director retainer $30,000 |
| Annual equity grant | $160,000 RSUs | RSUs vest by next annual meeting; automatically deferred into Director Deferred Compensation Plan |
| Philanthropic match | Up to $500 | Company matching gift program |
| 2024 Actual – Arel | Cash fees $110,000; Stock awards $159,993; Other comp $1,644; Total $271,637 | “Other comp” is merchandise discount; amounts per director compensation table |
Performance Compensation (Oversight of Executive Pay Programs via CMD Committee)
| Program | Metric | Weight | 2024 Outcome/Payout |
|---|---|---|---|
| Short-Term Incentive (Company-wide) | Total Revenue | 35% | Between threshold and target performance |
| Adjusted EBITDA | 35% | Between threshold and target performance | |
| Omni Net Promoter Score (NPS) | 30% | Between target and maximum; record NPS levels | |
| STI Payout | — | 100.46% of target for NEOs (108.83% for Bloomingdale’s CEO) | |
| Long-Term Incentive (2024–2026 PRSU) | Relative TSR vs. S&P Retail Select Industry Index | 50% | PRSUs vest post-2026; features negative TSR cap and 55th percentile for target |
| Adjusted EBITDA margin (3-year, weighted 20%/15%/15%) | 50% | Targets set at start of 3-year period | |
| Concluded PRSU (2022–2024) | rTSR (60%), Digital Sales (40%) + long-term comp sales mod | — | Paid at 36.06% of target; Digital Sales and comp sales below threshold |
Additional governance of pay:
- Say-on-pay support: 91.9% FOR at 2024 annual meeting (10-year average ~93.4%). Company expects annual say-on-pay frequency .
- Independent compensation consultant (Semler Brossy) advising CMD; assessed as independent; market peers maintained in 2024 .
- Clawback policy compliant with NYSE/SEC for executive incentive compensation; anti-hedging/anti-pledging policy in force .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Arel beyond Macy’s |
| Prior public boards (last 5 yrs) | Casper Sleep Inc. |
| Interlocks/related parties | Board independence review found no material relationships for non-employee directors (including Arel) |
Expertise & Qualifications
- Core competencies cited by Macy’s: senior leadership (three-time CEO), omnichannel retail operations, retail merchandising, digital-first marketing/technology, and customer experience maximization .
- Education at appointment: MBAs (Columbia, UC Berkeley); BA (University of St. Thomas) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership at appointment | Form 3 filed Aug 18, 2022 reported “No securities are beneficially owned” |
| As of end of fiscal 2024 | Deferred stock unit credits: 16,292; Unvested RSUs: 8,209 (director annual grant) |
| Director ownership guidelines | 5x annual Board retainer ($450,000), measured in shares/units; 5-year compliance window; RSUs and stock units count; anti-hedging/pledging in effect |
| Trading policy | Insider Trading Policy applies to directors; blackout periods observed |
Governance Assessment
- Board effectiveness: Arel strengthens retail/digital expertise on CMD and NCG—both central to Macy’s transformation, talent oversight, governance, and ESG. Independence affirmed; no related-party transactions disclosed. Attendance strong (Board-wide 95%+).
- Compensation & incentives alignment: As a CMD member, Arel oversees pay programs weighted to financials (Revenue, Adjusted EBITDA) and customer outcomes (NPS) with measured 2024 payouts (~100% of target) and below-target LTI from the 2022–2024 PRSU cycle (36%), reinforcing pay-for-performance discipline. High shareholder say-on-pay support further underpins investor confidence.
- Ownership alignment: Director equity awarded in RSUs and deferred units; robust stock ownership and anti-hedging/pledging policies support alignment; Arel building ownership via DSUs/RSUs toward guideline within 5 years.
- Risks/Red flags: None evident. Independence affirmed; no pledging/hedging permitted; no attendance or say-on-pay concerns; no disclosed related-party transactions. Note: Arel’s operating role (Mitchell & Ness) is in apparel; the 2025 independence review found no material relationships. Continued monitoring of any vendor/customer ties advisable.
Supporting Investor Signals
- Shareholder voting records show broad support for Arel’s election in 2024 and 2025 across multiple institutional N-PX filings (some funds voted against in 2025, indicating normal portfolio governance variance).
Conclusion: Emilie Arel brings deep omnichannel retail and digital commercialization expertise, with active roles on CMD and NCG that directly impact executive pay design and governance quality. Independence, attendance, and ownership structures are solid; compensation oversight emphasizes balanced financial and customer metrics with disciplined payouts—supportive of investor confidence.