Nata Dvir
Macy'sAbout Nata Dvir
Chief Merchandising Officer of Macy’s since February 2021, previously General Business Manager for Beauty (2017) and expanded to Center Core categories (jewelry, handbags, shoes, intimates, accessories) in February 2020; began career at Macy’s as an executive trainee and holds a bachelor’s degree from Syracuse University . During 2024 under Macy’s “Bold New Chapter” strategy, the company delivered $22.3B in net sales, $582M net income and $2.0B Adjusted EBITDA, with enterprise comps turning positive in Q4 and Bloomingdale’s annual comps positive; these enterprise outcomes frame the commercial context for merchandising leadership roles like Dvir’s . Individual compensation details (salary/bonus/equity) and beneficial ownership for Dvir were not disclosed in the 2025 proxy’s NEO tables or executive ownership listings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Macy’s | Chief Merchandising Officer | 2021–present | Leads all merchandising categories and private brands; oversees product strategy and presentation across touchpoints |
| Macy’s | General Business Manager, Beauty | 2017–2020 | Transformed cosmetics/fragrance with experiential stores, digital engagement and brand expansion |
| Macy’s | General Business Manager, Center Core | 2020–2021 | Added Center Core categories, focused on adding new brands and updating assortments |
External Roles
No public-company directorships or external board roles disclosed for Dvir in available sources .
Fixed Compensation
Not individually disclosed for Dvir in the 2025 proxy (she is not a Named Executive Officer) . Macy’s executive compensation framework for NEOs emphasizes pay-at-risk over fixed salary, with CEO target mix ~90% at-risk in 2024 and at least 70% at-risk for NEOs overall . Say-on-pay support was 91.9% in 2024, indicating investor alignment with program design .
Performance Compensation
While Dvir’s personal targets/grants are not disclosed, Macy’s executive incentive design (used for NEOs) is important for pay-for-performance alignment across senior leadership.
| Program | Metric | Weighting | Targeting & Payout Design | Vesting/Timing |
|---|---|---|---|---|
| Short-Term Incentive (STI) | Total Revenue | 35% | Annual financial goal set at start of year | Cash payout for fiscal year; 25–200% payout range |
| Short-Term Incentive (STI) | Adjusted EBITDA | 35% | Annual financial goal set at start of year | Cash payout for fiscal year; 25–200% payout range |
| Short-Term Incentive (STI) | Omni Net Promoter Score (NPS) | 30% | Customer experience metric; enterprise and brand-level line-of-sight | Cash payout for fiscal year; 25–200% payout range |
| Long-Term Incentive (LTI) | PRSUs – rTSR vs S&P Retail Select | 50% of LTI | 3-year performance; negative TSR cap; target at 55th percentile; 0–200% earned | Earned at end of FY2026 performance period |
| Long-Term Incentive (LTI) | PRSUs – Adjusted EBITDA Margin (3-year) | Included in PRSU 50% | 20/15/15 allocation to FY2024/25/26; 0–200% earned | Earned at end of FY2026 performance period |
| Long-Term Incentive (LTI) | RSUs (time-based) | 50% of LTI | Time-based awards | 25% vest annually over 4 years beginning 1st anniversary of grant |
Notes:
- 2024 STI company outcome was ~100.46% of target for NEOs on balanced performance across revenue, Adjusted EBITDA, and NPS .
- PRSUs feature double-trigger vesting on change-in-control (convert to RSUs; vest upon qualifying termination in 24 months) .
Equity Ownership & Alignment
- Beneficial ownership: Dvir not individually listed in 2025 proxy’s executive ownership table (directors and current executive officers listed; her name not present). Individual share counts/RSUs/options for her are not disclosed .
- Ownership Guidelines: Macy’s maintains stock ownership guidelines for executive officers; explicit multiples disclosed for CEO (6x), COO/CFO & CHRO/CAO (3x), Chief Legal Officer & CEO Bloomingdale’s (2x). The CMO multiple is not explicitly enumerated in the proxy .
- Anti-Hedging/Pledging: Directors and executive officers are prohibited from hedging or pledging Macy’s stock; policy covers options, swaps, collars, short sales, and margin pledges .
- Clawback: Dodd-Frank-compliant clawback adopted in 2023; company executed recovery process on 2023 STI overstatement linked to accounting corrections (aggregate erroneously awarded compensation $609,613 with recovery in process) .
Insider selling pressure:
- No Form 4 filings under Nata Dvir’s name were identified in available SEC filing summaries; therefore, no recent discretionary sales evidence specific to Dvir could be confirmed. Macy’s SEC filings list multiple Form 4s for other executives; Dvir-specific entries were not found in our search .
Employment Terms
- Senior Executive Severance Plan (SESP): Covers Named Executives and other senior executives; for non-CEO participants, 24 months base salary severance upon involuntary termination without cause; 12 months healthcare premium equivalent; continued vesting of equity during non-compete period (generally one year). CEO receives 36 months salary and a two-year non-compete period. Participation of specific non-NEO roles is not enumerated; CMO coverage is not explicitly disclosed in the proxy .
- Change-in-Control Plan (CIC): For NEOs, double-trigger severance equal to 2x salary + 2x three-year average annual incentive; pro-rata target incentive for year of termination; accelerated vesting/release of equity awards; additional non-competition severance after one year if no competition. Coverage beyond NEOs is not specified by name .
Performance & Track Record
- Enterprise Highlights FY2024: Net sales $22.3B; Gross margin 38.4%; Net income $582M; Adjusted EBITDA $2.0B (8.6% margin); operating cash flow ~$1.3B; FCF $679M; dividends $192M; cash $1.3B at year end .
- Strategic execution: Macy's rightsized store base (removed 64 underproductive stores; asset sale gains $144M); extended “First 50” initiatives; reinvigorated brand portfolio; optimized digital navigation and pricing; Bloomingdale’s strongest Q4 comps ever (+6.5%); Bluemercury 16th consecutive quarter of positive comps .
Governance and Shareholder Feedback
- Compensation peer group comprises 15 retailers (e.g., Target, TJX, Nordstrom, Ulta, Best Buy). Semler Brossy advises the CMD Committee; program emphasizes multiple metrics, risk-balanced design, and clawback .
- Say-on-pay approval 2024: 91.9% FOR .
- Related party transactions: None reported for FY2024 .
Fixed Compensation (Program Context for Senior Leaders)
| Element | Purpose | Notes |
|---|---|---|
| Base Salary | Attract/retain senior talent | Reviewed vs peers; limited changes in 2024 beyond CEO |
| Annual Incentive | Align to annual plan | Metrics: Revenue, Adjusted EBITDA, NPS; 25–200% payout range |
| Long-Term Incentive | Multi-year value creation | 50% PRSUs (rTSR, 3-year EBITDA margin); 50% RSUs (time-based) |
Performance Compensation (Program Mechanics Relevant to Merchandising Leadership)
| Metric | Linkage to Role | Implications |
|---|---|---|
| Revenue | Assortment productivity & sell-through | Drives top-line growth alignment via category performance |
| Adjusted EBITDA | Margin discipline, markdowns, mix | Emphasizes profitable merchandising & inventory efficiency |
| NPS | Experience/merchandising presentation | Rewards customer satisfaction outcomes across channels |
| rTSR | Shareholder alignment | External benchmark vs sector; caps payouts if absolute TSR negative |
Investment Implications
- Pay-for-performance alignment: Macy’s executive incentives are tightly linked to revenue, Adjusted EBITDA, and NPS in the STI and rTSR/EBITDA margin in PRSUs, reinforcing profitable growth and customer experience—key levers for a CMO’s mandate—even though Dvir’s individual targets/grants are not disclosed .
- Retention and change-in-control: The SESP and CIC structures provide competitive protection for senior executives; for non-NEOs, eligibility is not individually disclosed, but the framework suggests lower near-term flight risk among covered leaders; double-trigger equity vesting reduces forced turnover risk in control events .
- Trading signals: No Dvir-specific Form 4 activity observed; absence of discretionary sales data limits direct insider-sell pressure assessment. Typical annual RSU vesting schedules (e.g., 25% per year beginning first anniversary; PRSUs cliff vest after three years) can create tax-related selling windows across leadership; monitoring SEC filings around late-March grants/vesting cycles is prudent .
- Governance quality: Anti-hedging/pledging and clawback enforcement (including recovery following accounting corrections) and strong say-on-pay support reduce misalignment risk for equity holders .