Jill Granoff
Macy'sAbout Jill Granoff
Independent director at Macy’s, Inc. (M) since 2022; age 62; Chair of the Compensation & Management Development (CMD) Committee and member of the Finance Committee. She is Senior Advisor, Eurazeo Brands (2024–present), and a two-time public company CEO (Vince Holding Corp., where she led the IPO, and Kenneth Cole Productions), with 30+ years’ leadership across beauty, fashion, and retail, and prior senior roles at Liz Claiborne, L Brands (Victoria’s Secret Beauty), and Estée Lauder . The Board has determined she is independent under NYSE rules and the company’s standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eurazeo Brands | Senior Advisor | 2024–Present | Global consumer growth equity platform |
| Eurazeo | Managing Partner | 2020–2024 | Led investment activities; oversaw Brands portfolio |
| Eurazeo Brands | Chief Executive Officer | 2017–2024 | Reviewed 2,000+ consumer investment opportunities |
| Vince Holding Corp. | Chief Executive Officer | 2013–2015 | Led Vince IPO (public company CEO) |
| Kellwood Company, LLC | Chief Executive Officer | 2012–2013 | Fashion/apparel leadership |
| Kenneth Cole Productions, Inc. | Chief Executive Officer | 2008–2011 | Public company CEO |
| Liz Claiborne, Inc. | EVP, Direct Brands (2007–2008); Group President, Direct to Consumer (2006–2007) | 2006–2008 | DTC leadership |
| L Brands Inc. | Various; incl. President & COO, Victoria’s Secret Beauty (2005–2006) and Co-Leader & COO, Victoria’s Secret Beauty (2004–2005) | 1999–2006 | Omni-channel retail leadership |
| Estée Lauder Companies | Senior Vice President, Strategic Planning, Finance & IT | 1990–1999 | Strategy/finance/IT oversight |
External Roles
| Organization | Role | Public/Private/Non-profit | Timing/Notes |
|---|---|---|---|
| Unibail-Rodamco-Westfield SE | Director (prior) | Public | Previous public directorship in last five years |
| Demandware | Director (prior) | Public | Prior service (timing not specified in proxy) |
| Cosmetic Executive Women | Board service (prior) | Non-profit/Industry | Prior service |
| Fashion Institute of Technology | Board service (prior) | Academic/Non-profit | Prior service |
| Other current public company boards | — | — | 0 current boards |
Board Governance
- Committee assignments: Chair, Compensation & Management Development Committee; member, Finance Committee .
- Committee activity FY 2024: CMD met 5x; Finance met 6x; all current members of both committees are independent .
- Independence: Board determined Ms. Granoff is independent; NCG reviewed employment/affiliations and found no relationships exceeding thresholds .
- Attendance: In FY 2024, all current directors attended 95%+ of Board and committee meetings; all directors serving at the May 2024 annual meeting attended .
- Finance Committee oversight scope: reviews/approves leases, M&A, financings, capital projects ($50–$100mm at committee; >$100mm to Board), consolidations, and capital plans .
- Governance practices: lead independent director role; independent committees; director stock ownership guidelines; anti-hedging/anti-pledging policy; executive sessions of independent directors held regularly .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 125,000 | 159,993 | 5,556 | 290,549 |
| 2023 | 121,250 | 159,998 | 1,646 | 282,894 |
Director Compensation Program (FY 2024):
- Board retainer: $90,000 annually
- Committee chair retainer (non-Audit): $25,000; Audit chair: $30,000
- Committee member retainer (non-chair): $10,000
- Lead Independent Director retainer: $30,000
- Equity grant: annual RSUs targeted at $160,000
- Matching philanthropic gift: up to $500
Performance Compensation
Non-employee directors do not receive performance-based bonuses or PSUs; equity is delivered as time-based RSUs, which generally vest at the earlier of the first anniversary of grant or the next annual meeting, and are automatically deferred into stock unit credits until six months after Board service ends .
| Grant Year | Grant Date | RSUs Granted (#) | Grant-Date Price ($/sh) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 | May 17, 2024 | 8,209 | 19.49 | 159,993 | Earlier of 1-year or next annual meeting; then auto-deferred |
| 2023 | May 19, 2023 | 10,818 | 14.79 | ~159,998 | Earlier of 1-year or next annual meeting; then auto-deferred |
Additional notes:
- Directors may defer cash fees into stock unit credits (paid six months post-service); dividend equivalents “reinvested” in additional credits .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None |
| Prior 5-year public boards | Unibail-Rodamco-Westfield SE |
| Interlocks/related parties | NCG Committee review found no relationships breaching independence thresholds; none that would impair independence |
| Related person transactions | None in fiscal 2024 |
Expertise & Qualifications
- Leadership: 30+ years leading consumer-driven organizations; two-time public company CEO; Fortune’s Most Powerful Women honoree .
- Industry: Strategy/operator/brand builder across beauty, fashion, retail; managed 1,000+ stores and websites; deep omni-channel expertise .
- Finance: Led investment activities at Eurazeo (AUM ~$35B); reviewed 2,000+ investments across consumer sectors .
Equity Ownership
| Measure | Value | As Of |
|---|---|---|
| Beneficially owned shares (SEC definition) | 0 shares; <1% of class | March 20, 2025 |
| Shares acquirable within 60 days (options/RSUs) | 0 | March 20, 2025 |
| Restricted Stock Units outstanding (unvested) | 8,209 units | FY 2024 year-end |
| Deferred stock unit credits (total) | 21,446 units | FY 2024 year-end |
| Deferred stock unit credits (updated) | 29,655 units | March 20, 2025 |
Additional alignment policies:
- Director stock ownership guidelines: 5x annual retainer ($450,000 based on $90,000 retainer); 5-year compliance window; RSUs and stock unit credits count; options do not count .
- Anti-hedging/anti-pledging policy: prohibits hedging and pledging by directors and executives .
Governance Assessment
- Strengths
- Independent director; CMD Committee Chair with demonstrated engagement (5 meetings FY 2024) and signatory to Compensation Committee Report in 2024 proxy .
- Strong retail/brand/finance background directly relevant to Macy’s strategy; prior IPO leadership enhances capital markets savvy .
- Attendance and engagement indicators: all current directors ≥95% attendance in FY 2024; independent-led executive sessions; robust committee independence .
- No related person transactions in FY 2024; independence review showed no impairing relationships .
- Watch items / potential red flags
- Beneficial ownership shows 0 shares under SEC definition due to deferral mechanics; while stock unit credits provide exposure, investors may prefer clarity on path to meeting 5x retainer guideline within five years (individual compliance status not disclosed) .
- Director pay mix is standard (cash + time-based RSUs), with no explicit performance conditions on equity; consistent with market but provides limited pay-for-performance linkage at the director level .
- Compensation committee process and benchmarking
- Independent consultant support: Semler Brossy engaged by NCG Committee to assess non-employee director pay versus retail peers; structure aligned with peers; Macy’s average total NED pay below peer median (2024 proxy review of 2023 program) .
- CMD Committee independence and chartered responsibilities affirmed; consultant involvement referenced in 2025 proxy CD&A section .
Overall signal: Granoff’s leadership of the compensation committee, deep sector experience, and absence of conflicts support board effectiveness; ownership alignment flows through deferred stock units under a robust ownership/anti-pledging framework, though direct beneficial holdings are not shown due to deferral .