Olivier Bron
Macy'sAbout Olivier Bron
Olivier Bron, 47, is Chief Executive Officer of Bloomingdale’s (a division of Macy’s, Inc.) and has held this role since September 2023, overseeing strategy across the nameplate and its luxury positioning alongside Bluemercury leadership connectivity . Under his tenure, Bloomingdale’s returned to positive annual comparable sales and delivered its strongest fourth quarter comparable sales ever (+6.5%), with record annual Net Promoter Scores up 90 bps versus 2023, aligning leadership incentives to growth, profitability, and customer outcomes . Macy’s, Inc. performance context for incentive metrics in FY2024 included $22.3B in net sales and ~$2.0B Adjusted EBITDA (8.6% margin), with pay programs emphasizing revenue, Adjusted EBITDA, NPS, rTSR, and EBITDA margin to drive pay-for-performance . Bron holds a Master’s in Engineering (ECAM Lyon) and a Master’s in Strategic Management (HEC Paris) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Central Group & Robinson Department Stores (Thailand) | Chief Executive Officer | Not disclosed | Led a large multi-banner department store operator in Asia, grounding operational and luxury retail experience . |
| Galeries Lafayette/BHV Marais | Chief Operating Officer | Not disclosed | Drove multi-brand department store operations and transformation at a major European luxury retailer . |
| Bain & Company | Principal | Not disclosed | Strategy consulting foundation; informs data-driven retail execution . |
Fixed Compensation
| Component (FY2024) | Amount/Terms |
|---|---|
| Base salary | $775,000 . |
| Target annual bonus (STI) | 75% of base salary (threshold 18.75%, max 150%) . |
| Actual annual bonus paid (STI) | $632,574 (Non-Equity Incentive Plan Compensation) . |
Performance Compensation
Annual Incentive Plan (STI)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Total Revenue (Bloomingdale’s + Macy’s, Inc. allocation) | 35% | Targets not disclosed (brand targets withheld for competitive sensitivity) | Not disclosed | Overall STI payout for Bron: 108.83% of target . |
| Adjusted EBITDA (Bloomingdale’s + Macy’s, Inc. allocation) | 35% | Targets not disclosed | Not disclosed | Included in overall 108.83% . |
| Omni Net Promoter Score (NPS) | 30% | Targets not disclosed | Not disclosed | Included in overall 108.83% . |
| Brand line-of-sight for Bron | Allocation | — | — | 71% of financial goals and 100% of NPS tied to Bloomingdale’s brand results (balance to enterprise) . |
Notes: 2024 STI design focuses on Growth (Revenue), Profit (Adj. EBITDA), and Customer (NPS) . Bloomingdale’s delivered its strongest Q4 comps ever (+6.5%) and record annual NPS (+90 bps), supporting brand-level performance alignment .
Long-Term Incentive (LTI) Structure (core plan)
| Instrument | Weight | Performance metrics | Vesting | Payout mechanics |
|---|---|---|---|---|
| PRSUs | 50% | rTSR vs S&P Retail Select Industry Index (50%) and 3-year Adjusted EBITDA Margin (50%) for 2024–2026 | Post FY2026 | 0–200% of target; negative absolute TSR caps payout at target; max value cap applies to rTSR portion . |
| RSUs | 50% | Time-based | 25% annually over 4 years | Fixed vesting; subject to service/terms . |
Equity Grants and Vesting Schedules (detail)
| Grant Type | Grant Date | Target Units / Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| PRSUs (core) | 3/28/2024 | 30,015 | 577,639 | Earned 0–200% after FY2026 based on rTSR and 2024–2026 Adj. EBITDA margin . |
| RSUs (core) | 3/28/2024 | 30,015 | 600,000 | 25% each on 3/28/2025, 3/28/2026, 3/28/2027, 3/28/2028 . |
| RSUs (new hire) | 11/1/2023 | 37,313 | 581,337 | 50% each on 11/1/2025 and 11/1/2026 . |
| RSUs (additional) | 11/1/2023 | 9,328 | 145,330 | 25% each on 11/1/2024, 11/1/2025, 11/1/2026, 11/1/2027 . |
| PRSUs (FY2023 cycle) | 11/1/2023 | 12,437 | 193,768 | Earned post FY2025 (fiscal 2023–2025 cycle) per plan terms . |
Insider selling pressure signals: RSU tranches are set to vest annually from 2025–2028 (and 50% in 2025/2026 for the 11/1/2023 grant), creating periodic liquidity windows; PRSU outcomes depend on multi-year performance and can be capped if absolute TSR is negative .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 9,359 shares of Macy’s common stock . |
| Acquirable within 60 days | 7,503 shares (through option/RSU vest per SEC definition) . |
| Shares outstanding (context) | 278,574,321 as of March 20, 2025 . |
| Ownership as % of outstanding | ≈0.003% (9,359 ÷ 278,574,321; computed from figures above) . |
| Hedging/pledging | Prohibited for directors and executive officers; anti-hedging/anti-pledging policy in effect . |
| Stock ownership guidelines | CEO, Bloomingdale’s: 2x base salary requirement . |
| Compliance status | As of the most recent measurement date, each NEO had satisfied ownership guidelines (if at guideline date) or is subject to 50% post-vest retention until compliant . |
| Deferred comp elections (2024) | No DCP/EDCP entries reported for Bron in 2024 . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment start in role | Named CEO of Bloomingdale’s in September 2023 . |
| Senior Executive Severance Plan (SESP) | For NEOs (other than CEO of Macy’s): 24 months’ base salary cash severance on qualifying termination; lump-sum equal to 12× employer portion of monthly health care premiums; non-compete period of one year; equity continues vesting during non-compete period (and additional periods as specified) . |
| Change-in-Control (CIC) Plan | Upon qualifying termination within 24 months after a CIC: lump-sum 2× (base salary + 3-year average annual incentive) plus pro-rata target bonus for year of termination; if non-compete observed for 12 months post-termination, an additional lump-sum of ~1× (base salary + 3-year average annual incentive) is payable . |
| Equity vesting on CIC | RSUs generally vest on double-trigger; PRSUs convert to time-based RSUs at actual/target (depending on elapsed period) and vest on double-trigger . |
| Restrictive covenants | Equity subject to non-compete, non-solicit, and confidentiality; violations can forfeit awards; non-solicit typically two years post-termination; non-compete periods vary by role (two years for Macy’s CEO; for others per plan) . |
| No individual employment contracts | Company policy: no individual employment contracts for executive officers . |
| Clawback | Dodd-Frank compliant clawback for erroneously awarded incentive comp; 2023 STI recovery illustrated in proxy . |
Compensation Program Design (context)
- STI metrics and weights: 35% Total Revenue, 35% Adjusted EBITDA, 30% Omni NPS; aligns to “Growth, Profit, Customer” .
- LTI mix/metrics: 50% PRSUs (rTSR vs S&P Retail Select Industry Index and 3-year Adjusted EBITDA margin) and 50% RSUs; negative TSR cap applies; payout range 0–200% .
- Bron’s brand line-of-sight: 71% of STI financial goals and 100% of NPS allocated to Bloomingdale’s brand results, emphasizing accountability for his business .
- Say-on-pay support: 91.9% FOR in 2024, indicating broad shareholder support for program design .
- Peer group used for pay design/market context: Best Buy, Burlington, Dick’s, Dillard’s, Dollar Tree, Foot Locker, Gap, Kohl’s, Lowe’s, Nordstrom, Ross, Target, TJX, Ulta Beauty, Williams-Sonoma .
Performance & Track Record
- Bloomingdale’s outcomes under Bron: strongest Q4 comparable sales ever (+6.5%); positive annual comparable sales; record annual NPS (+90 bps), consistent with program emphasis on sales growth and customer experience .
- Macy’s, Inc. FY2024 context: $22.3B net sales; ~$2.0B Adjusted EBITDA; free cash flow $679M (up 71% YoY) and $1.3B cash on balance sheet — supports enterprise-wide performance-linked compensation .
Related Party Transactions and Governance Risk Indicators
- Related party transactions: none in fiscal 2024 (as determined by NCG Committee per policy) .
- Anti-hedging/pledging and insider trading policy: robust restrictions to align executives with shareholders and avoid misaligned risk-taking .
- Clawback enforcement: 2023 STI adjusted due to financial statement corrections; committee is recovering erroneously awarded compensation per policy .
Investment Implications
- Pay-for-performance alignment: Bron’s compensation is highly at-risk via STI (revenue, EBITDA, NPS) and PRSUs (rTSR, EBITDA margin), with a negative TSR cap to prevent windfalls in down markets .
- Selling pressure windows: RSU tranches vesting through 2025–2028 (notably 11/1/2025–2026 50% tranches and annual vesting of 3/28/2024 RSUs) can create episodic supply; however, anti-pledging and ownership requirements dampen misalignment risks .
- Retention and transition risk: SESP and CIC protections (2x cash severance; double-trigger vesting) support retention but are typical for large-cap retailers; no individual contracts or tax gross-ups reduce governance red flags .
- Execution track record: Bloomingdale’s comp/NPS momentum under Bron and integration touchpoints (e.g., Bluemercury reporting line) support continued luxury-led differentiation within Macy’s portfolio .
Data sources: Macy’s, Inc. 2025 DEF 14A (April 1, 2025) and company 8-Ks/press releases as cited above.