Marie Chandoha

About Marie Chandoha

Marie A. Chandoha (age 63) is an independent director of Macy’s, Inc. (M) since 2022 and currently serves as Audit Committee Chair and a member of the Finance Committee; the Board has also designated her an “audit committee financial expert.” She is the former President and CEO of Charles Schwab Investment Management (2010–2019) and brings 35+ years of leadership in investment management, risk oversight, and fixed income markets; American Banker recognized her among the “20 Most Powerful Women in Finance” annually from 2014–2018 . Macy’s classifies her as independent under NYSE standards, and all current directors, including Ms. Chandoha, attended at least 95% of Board and committee meetings in fiscal 2024 .

Past Roles

External Roles

Board Governance

• Independence: Board determined Ms. Chandoha is independent under NYSE and Macy’s standards .
• Committee assignments and leadership:
  • Audit Committee: Chair; designated “audit committee financial expert” .
  • Finance Committee: Member .
• Meeting cadence and attendance:
  • Board meetings held in FY2024: 9; all current directors attended ≥95% of Board and committee meetings during their service period .
  • Audit Committee meetings: 16 (FY2024) .
  • Finance Committee meetings: 6 (FY2024) .
• Lead Independent Director structure in place (Paul C. Varga) with executive sessions of independent directors held regularly .

Fixed Compensation

Macy’s non-employee director program (FY2024) and Ms. Chandoha’s actual FY2024 compensation:

Program mechanics:

• Directors received ~8,209 RSUs on May 17, 2024 (market value ~$160,000 at $19.49) .
• RSUs generally vest at the earlier of the first anniversary of grant or the next annual meeting; vested shares are automatically deferred into stock credits under the Director Deferred Compensation Plan and paid six months after Board service ends .
• Cash fees can be deferred into stock or cash credits under the Director Deferred Compensation Plan .

Performance Compensation

Directors do not receive performance-based equity; annual grants are time-based RSUs.

Other Directorships & Interlocks

• Independence review considered director affiliations with companies buying from or selling to Macy’s and found either no relationships or that any amounts were below the Board’s monetary thresholds, supporting independence (mitigates interlock conflicts) .

Expertise & Qualifications

• Financial and investment management leadership: Former CEO of CSIM; senior fixed income roles at BlackRock/Barclays Global Investors; Goldman Sachs; Credit Suisse .
• Audit/financial expertise: Designated audit committee financial expert at Macy’s; serves on State Street Risk and Audit committees .
• Risk and technology governance; ESG leadership (Nature Conservancy of California Chairwoman 2023–2024) .
• Recognition: American Banker “20 Most Powerful Women in Finance” (2014–2018) .

Equity Ownership

Ownership alignment policies:

• Director stock ownership guideline: 5x annual retainer ($450,000 based on $90,000 retainer); compliance required within five years of joining the Board; Macy’s states all directors who have reached their guideline date are in compliance .
• Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging Macy’s stock (reduces alignment risk); shares deliverable from RSUs/stock credits are deferred until six months post-service .

Insider trading/trading plans:

• Company disclosure: No directors or “officers” adopted, modified, or terminated Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangements during the quarter ended Aug 2, 2025 .

Governance Assessment

• Strengths and investor confidence signals:

  • Independent director with deep financial markets background; Audit Committee Chair and designated financial expert—enhances financial reporting and cybersecurity risk oversight .
  • High engagement: Board held 9 meetings and committees (notably Audit with 16) met frequently; all current directors had ≥95% attendance in FY2024 .
  • Pay structure aligns with governance best practice: modest cash retainers plus time-based RSUs; no options or PSUs for directors; automatic deferral of equity; anti-hedging/pledging .
  • Board-wide shareholder support: Say‑on‑pay received 91.9% “FOR” in 2024, and Macy’s reports robust shareholder engagement, suggesting general investor alignment with governance/compensation practices .

• Potential watch items:

  • Multiple public boards (State Street, Dynex) require time management; Macy’s overboarding policy requires review of outside commitments to avoid conflicts; NCG oversight in place and independence affirmed after relationship review .
  • Related party exposure: none identified by the Board’s independence review (transactions, if any, were below thresholds) .

Board Governance (detail table)

Director Compensation (detail table)

Related-Party Transactions and Conflicts

• Independence review covered employment, auditor relationships, significant customer/supplier relationships, charity affiliations, and compensation committee interlocks; the NCG Committee and Board affirmed independence for Ms. Chandoha (no material relationships; any amounts below thresholds) .
• Anti-hedging/pledging policy reduces potential alignment risks (no hedging or pledging of Macy’s stock) .

Say-on-Pay & Shareholder Feedback (context for governance quality)

• 2024 say‑on‑pay received 91.9% support; Macy’s conducts off‑season engagement and reports positive investor feedback on governance and disclosure practices .

Summary

• Overall, Ms. Chandoha’s profile—independence, Audit Chair/financial expert status, high attendance, prohibition on hedging/pledging, and a straightforward director pay structure—supports board effectiveness and investor confidence. No related-party red flags or attendance concerns are disclosed; time commitments are monitored under Macy’s overboarding policy, and independence was reaffirmed .