Naveen Chopra - Director | Macy's (M) Executive Profile & Compensation

About Naveen Chopra

Naveen K. Chopra (age 51) is an independent director of Macy’s, Inc., serving since 2023. He is Executive Vice President and Chief Financial Officer of Paramount Global and brings 20+ years of senior finance and operating leadership across consumer, technology, and media, including CFO and interim CEO roles at Pandora and multiple leadership roles at TiVo . He is not a current employee of Macy’s and has been determined independent under NYSE rules and Macy’s Standards for Director Independence .

Past Roles

Organization	Role	Tenure	Committees/Impact
Paramount Global	EVP & CFO	2020–Present	Oversees finance, real estate, global corporate development and strategy
Amazon Devices & Services	VP & CFO	2019–2020	CFO of fast-growing businesses (Alexa, Echo, FireTV, Ring, Kindle)
Pandora Media	CFO; Interim CEO	2017–2019 (CEO in 2017)	Led finance and operations; managed real estate; interim CEO leadership
TiVo Corporation	Interim CEO; CFO; SVP Strategy/Corp Dev	2003–2016	Corporate development, finance leadership through growth/transformations

External Roles

Organization	Role	Tenure	Committees/Impact
Vonage Holdings Corp.	Director	Prior 5 years (ended with acquisition)	Served on audit and compensation committees; stock rose ~200% during tenure
Other current public company boards	—	—	None (0 current public company boards)

Board Governance

Independence: Board determined Chopra qualifies as independent under NYSE rules and Macy’s independence standards .
Committees: Audit Committee member (16 meetings in fiscal 2024) and Finance Committee member (6 meetings in fiscal 2024) .
Attendance: All current directors attended 95% or more of Board and committee meetings in fiscal 2024; Chopra met this threshold .
Board structure: 12 of 13 director nominees are independent; Lead Independent Director is Paul C. Varga; Board holds regular executive sessions of independent directors .
Director skills: Chopra contributes finance/accounting and technology expertise (current/former CFO; sales/marketing/tech experience) per Board skills matrix .

Fixed Compensation

Item	FY 2024 Amount	Detail
Board cash retainer	$90,000	Standard non-employee director retainer
Committee member retainers	$20,000	$10,000 per committee; Audit and Finance (non-chair)
Total cash fees (reported)	$110,000	As disclosed in director compensation table
Equity grant (RSUs)	$159,993	Annual award targeted at $160,000; 8,209 RSUs granted 5/17/2024 at $19.49
All other compensation	$0	No merchandise discount or other amounts reported for Chopra
Vesting/deferral terms	—	RSUs vest at earlier of 1 year or next annual meeting; upon vesting, automatically deferred as stock credits until six months after Board service ends

Performance Compensation

Program	Metrics	Weight	Notes
Director equity	None (time-based RSUs)	—	Non-employee directors do not have performance-conditioned equity; RSUs are time-based and deferred under the Director Deferred Compensation Plan

Other Directorships & Interlocks

Category	Detail
Current public company boards	None (0)
Prior public company boards	Vonage Holdings Corp.; served on audit and compensation committees
Potential interlocks/conflicts	Board independence review found no disqualifying relationships; independence affirmed

Expertise & Qualifications

Senior leadership and finance/operational expertise as CFO across multiple large public companies; oversight of treasury, tax, accounting, investor relations, information security .
Technology/product experience from Amazon Devices & Services; sales/marketing and digital context from Pandora/TiVo .
Real estate oversight at Paramount and prior management of Pandora’s real estate .
Board-relevant skills in finance and technology per skills matrix .

Equity Ownership

Metric	FY 2024 (as of fiscal year-end)	As of March 20, 2025
Beneficially owned shares (SEC definition; deliverable within 60 days)	0 shares; <1% of class	0 shares; <1% of class
Deferred stock unit credits (#)	11,667	19,876 (includes vested RSUs deferred and cash fee deferrals, with dividend equivalents)
Unvested RSUs (#)	8,209	8,209 (directors elected in 2024)
Anti-hedging/pledging policy	Prohibits hedging and pledging of Macy’s stock by directors; enforced via policy
Director stock ownership guideline	5x annual Board retainer ($450,000) within 5 years; statement notes all directors who reached their guideline date have satisfied requirements

Governance Assessment

Committee assignments and engagement: Audit and Finance membership aligns with Chopra’s CFO background; Audit’s high cadence (16 meetings) supports active oversight of financial reporting and cybersecurity; Finance committee oversight of capital structure and transactions matches his expertise .
Independence and conflicts: Independence affirmed after review of employment status, affiliations, and transactions; no related-party exposures identified in proxy for Chopra; anti-hedging/pledging policy reduces alignment risks .
Director compensation alignment: Mix of cash ($110,000) and equity ($159,993) with automatic deferral of equity promotes long-term ownership; no “all other compensation” for Chopra in 2024; program positioned below peer median but with similar cash/equity mix per review .
Ownership alignment: Accumulating stock unit credits and deferred RSUs; subject to 5x retainer ownership guideline over five years; beneficial ownership under SEC definition is zero within 60 days due to deferred nature of units .
Investor confidence signals: 2024 say-on-pay approved by 91.9% of votes; ongoing shareholder engagement program with outreach and feedback integrated into governance and disclosures .
Red flags: None disclosed specific to Chopra. Overboarding policy and independence review mitigate time-commitment and conflict risks for executives serving on multiple roles .