Max Magni
Macy'sAbout Max Magni
Massimo (Max) Magni is EVP, Chief Customer and Digital Officer of Macy’s, Inc., appointed August 21, 2023; he leads the strategic long‑term vision and growth of digital commerce, marketplace, loyalty, registry, and customer programs across Macy’s and Bloomingdale’s, reporting to CEO Tony Spring . He is a 20+ year McKinsey senior partner (global co‑lead, NeXT Commerce; global leader, Consumer Growth Practices), with a BS in International Economics (Bocconi) and MBA (Harvard) . Company performance during his tenure includes FY2024 net sales of $22.3B, Adjusted EBITDA of ~$2.0B, net income of $582M, comparable sales down 0.9%, and record Net Promoter Scores, which are directly tied to executive incentive metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McKinsey & Company | Senior Partner; Global co‑leader NeXT Commerce; Global leader Consumer Growth Practices | ~2003–2023 | Led customer‑centric, data‑driven growth and digital commerce strategy for global brands; deep omni‑channel and ecommerce expertise . |
| Bo Hai Enterprises | Co‑founder & CFO | Not disclosed | Entrepreneurial finance leadership; details limited in public sources . |
| Italian Army | Tank Commander | Not disclosed | Early leadership; discipline and operations experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| McKinsey & Company | Senior Partner, leadership roles (NeXT Commerce; Consumer Growth) | ~2003–2023 | External consultancy leadership prior to Macy’s . |
Fixed Compensation
Not specifically disclosed for Magni in the 2025 proxy; Macy’s names only NEOs (CEO, COO/CFO, CHRO/CAO, CLO, Bloomingdale’s CEO) in detailed pay tables . Company uses market‑competitive base salaries reviewed annually at March meetings, informed by a 15‑company retail peer group and survey data .
Performance Compensation
Macy’s executive incentive design (applies to NEOs; senior executives participate per plan governance) emphasizes pay‑for‑performance across Growth, Profit and Customer metrics with heavy “at‑risk” mix .
| Component | Metric | Weight | Targeting/Structure | FY2024 Performance Outcome | Vesting |
|---|---|---|---|---|---|
| Short‑Term Incentive (STI) | Total Revenue | 35% | Annual goals set per plan | Between threshold and target; overall STI paid at 100.46% of target . | Cash, paid after year‑end . |
| Short‑Term Incentive (STI) | Adjusted EBITDA | 35% | Annual goals set per plan | Between threshold and target; overall STI paid at 100.46% of target . | Cash, paid after year‑end . |
| Short‑Term Incentive (STI) | Omni Net Promoter Score (NPS) | 30% | Customer measure | Between target and maximum; record NPS cited . | Cash, paid after year‑end . |
| Long‑Term Incentive (LTI) | PRSUs – rTSR vs S&P Retail Select Index | 50% of LTI mix | 2024–2026; target at 55th percentile; negative TSR cap; max cap 400% of target grant value . | 2022–2024 PRSU plan paid at 36.06% of target (for that cycle) . | Earn at cycle end; dividend equivalents paid if earned . |
| Long‑Term Incentive (LTI) | PRSUs – 3‑year Adjusted EBITDA Margin | 50% of LTI mix | 50% weighting allocated 20%/15%/15% across FY2024–2026; targets set at cycle start . | In‑progress (2024–2026 cycle); prior cycle outcome above . | Earn at cycle end; dividend equivalents paid if earned . |
| Long‑Term Incentive (LTI) | RSUs | 50% of LTI mix | Time‑based | Ratable over 4 years from grant . | Vests 25% per year over 4 years . |
Notes:
- STI/LTI payout range typically 25%–200% of target; CEO promotional PRSU had 0%–100% cap and 5‑year vest, illustrating long‑duration retention design .
- Company selected performance measures for pay‑versus‑performance include Adjusted EBITDA (key across STI/LTI) .
Equity Ownership & Alignment
- Anti‑hedging/anti‑pledging policy prohibits hedging and pledging by directors, executive officers, and LTIP participants (e.g., short sales, derivatives, pledging in margin accounts) .
- Stock ownership guidelines apply to corporate officers; disclosed multiples include CEO 6x base salary, COO/CFO and CHRO/CAO 3x, Chief Legal Officer and CEO of Bloomingdale’s 2x; executives below their guideline must retain 50% of net shares from vesting/exercise until compliant . Magni’s exact multiple is not disclosed; however these guidelines and retention rules cover corporate officers broadly .
- RSU/PRSU dividend equivalents accrue to PRSUs and are paid only if performance earns the units; RSUs generally do not earn dividends .
Employment Terms
| Topic | Macy’s Policy Terms | Notes |
|---|---|---|
| Senior Executive Severance Plan (SESP) | Involuntary termination without cause: CEO 36 months base salary + 12 months employer health premium lump sum; other NEOs 24 months base salary + 12 months premium; continued equity vesting during non‑compete period; COO/CFO has additional two years continued vesting . | Participation requires signing non‑compete/non‑solicit/confidentiality agreement; non‑compete applies for one year (two years for CEO) regardless of termination reason . |
| Change‑in‑Control (CIC) Plan | Double trigger. If terminated without cause or resigns for “good reason” within 2 years post‑CIC: lump sum 2x (base pay + average annual incentive of prior 3 years), prorated target annual incentive for year, full release of RSU/option restrictions; PRSUs convert to RSUs and vest on qualifying termination within 24 months; additional non‑competition lump sum equal to 1x base + 1x average incentive after one year non‑compete . | Board Turnover is a CIC trigger; same conversion/vesting mechanics apply . |
| LTIP Restrictive Covenants | Retirement/continued vesting conditioned on non‑compete (1 year; 2 years for CEO), 2‑year non‑solicit, and perpetual confidentiality . | Applies to award terms; forfeiture if violated . |
Performance & Track Record
- Strategic impacts during FY2024: Macy’s optimized digital navigation/search and introduced more competitive pricing algorithms, supporting a return to positive comparable sales in Q4; First 50 store initiative delivered four consecutive quarters of positive comps; record NPS at Macy’s and Bloomingdale’s, with Bluemercury delivering its 16th consecutive quarter of positive comps . These align directly with Magni’s mandate over digital customer experience and customer‑centric metrics .
- FY2024 financial highlights: net sales $22.3B; Adjusted EBITDA ~$2.0B; net income $582M; free cash flow $679M; comparable sales down 0.9%; record NPS improvements; cash on balance sheet $1.3B .
Compensation Governance & Peer Benchmarking
- Say‑on‑pay support: 91.9% “FOR” in 2024, consistent long‑term support averaging 93.4% over ten years .
- Compensation peer group (unchanged in 2024 after review): Best Buy, Burlington, Dick’s, Dillard’s, Dollar Tree, Foot Locker, Gap, Kohl’s, Lowe’s, Nordstrom, Ross Stores, Target, TJX, Ulta Beauty, Williams‑Sonoma; Macy’s LTM revenue/EBITDA positioned between median and 75th percentile; market cap near 25th percentile (June 2024) .
- Clawback policy (Dodd‑Frank compliant) adopted in 2023; Company recovered erroneously awarded compensation from 2023 STI after correcting delivery expense accrual errors; aggregate erroneously awarded compensation identified: $609,613, with recovery actions in 2025; PRSU clawback analysis found no recovery due for 2021–2023 PRSU cycle .
Equity Ownership & Insider Activity
Magni’s individual beneficial ownership and Form 4 activity are not disclosed in the 2025 proxy (beneficial ownership tables cover directors and NEOs only). Company‑wide, beneficial holders include Vanguard (11.7%) and BlackRock (9.0%) as of recent filings, with Dimensional at 5.2% . Anti‑pledging and hedging prohibitions reduce alignment risks for executive officers .
Investment Implications
- Incentive alignment: Executive incentives tie directly to revenue, Adjusted EBITDA, and Omni NPS, with rTSR and Adjusted EBITDA margin in LTI—Magni’s remit over digital customer experience and marketplace should have high line‑of‑sight to these metrics, reinforcing pay‑for‑performance .
- Retention: Time‑based RSUs (4‑year ratable) and PRSUs (3‑year) plus restrictive covenants and CIC double‑trigger provisions support retention and discourage early exits; stock ownership guidelines and anti‑hedging/pledging policies strengthen long‑term alignment .
- Selling pressure: With anti‑pledging and required retention ratios until guideline compliance, structural policies limit near‑term insider selling pressure; lack of disclosed individual holdings for Magni reduces transparency but the framework is shareholder‑friendly .
- Execution risk: FY2024 comps and NPS improved alongside digital optimization; sustaining margin and TSR performance into the 2024–2026 LTI cycle is critical for PRSU outcomes—watch rTSR vs S&P Retail Select and EBITDA margin trajectory .
Citations:
- Company proxy and governance: **[794367_0001558370-25-004270_m-20250516xdef14a.htm:7]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:46]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:51]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:62]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:63]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:70]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:71]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:76]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:77]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:42]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:47]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:65]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:54]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:79]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:80]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:81]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:81]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:82]**
- Appointment, role, education: https://www.macysinc.com/newsroom/news/news-details/2023/Macys-Inc.-Names-Massimo-Max-Magni-Chief-Customer-and-Digital-Officer/default.aspx; https://www.retaildive.com/news/macys-names-chief-customer-digital-officer/691010/; https://www.macysinc.com/company/about/; https://theorg.com/org/macys/org-chart/max-magni
- FY2024 performance highlights and initiatives: **[794367_0001558370-25-004270_m-20250516xdef14a.htm:55]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:45]** **[794367_0001558370-25-004270_m-20250516xdef14a.htm:53]**