Paul Varga
Macy'sAbout Paul C. Varga
Paul C. Varga (age 61) is Macy’s, Inc.’s Lead Independent Director and has served on the Board since 2012; he chairs the Finance Committee and sits on the Compensation & Management Development (CMD) Committee, with a background as former Chairman and CEO of Brown‑Forman Corporation . The Board has formally determined he is independent under NYSE rules and Macy’s Standards for Director Independence, and he presides over regular executive sessions of independent directors; his Lead Independent Director term runs through May 2027 . Varga’s credentials include extensive leadership, finance, and sales/marketing experience, with Brown‑Forman’s 3/5/10‑year TSRs at retirement of 18%, 17%, and 17% respectively, and an industry‑leading ~20% ROIC track record under his capital deployment approach .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brown‑Forman Corporation | Chairman & CEO | 2007–2018 (retired end of 2018; remained Director until mid‑2019) | Expanded global presence; strong brand innovation; 3/5/10‑yr TSR 18%/17%/17%; industry‑leading ~20% ROIC via disciplined capital allocation |
| Brown‑Forman Beverages | President & CEO | 2003–2005 | Led beverage division operations |
| Brown‑Forman Spirits | Global Chief Marketing Officer | 2000–2003 | Portfolio marketing leadership (Jack Daniel’s, Woodford Reserve, Old Forester) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Churchill Downs Incorporated | Director; Audit Committee Member | Current | Finance/oversight expertise; reinforces audit literacy on external board |
Board Governance
- Lead Independent Director: Liaison with Chair/CEO; presides at executive sessions; can call meetings of independent directors; approves executive session agendas and Board information flow; term expires May 2027 .
- Committees: Finance Committee Chair; CMD Committee member; both committees comprised solely of independent directors .
- Meeting cadence and attendance: Board held 9 meetings in fiscal 2024; all current directors attended 95%+ of Board and committee meetings during their service .
- Independence: Confirmed independent under NYSE standards and Macy’s board‑adopted criteria after NCG review of relationships and thresholds .
- Risk oversight: Finance Committee oversees capital structure, financing, and approval of $50–$100mm commitments (and Board approval above $100mm); CMD oversees executive pay, culture, succession; Audit oversees cybersecurity and financial controls .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer (standard program) | $90,000 | Program terms for Non‑Employee Directors |
| Lead Independent Director Retainer | $30,000 | Additional annual retainer for Lead Independent Director |
| Committee Chair Retainer | $25,000 | For chairing a committee (Finance Committee) |
| Committee Member Retainer | $10,000 | Per committee (CMD Committee membership) |
| Annual RSU Grant (targeted value) | $160,000 | Time‑based RSUs, generally vest by next annual meeting; automatically deferred as stock credits upon vesting |
| Matching Philanthropic Gift | Up to $500 | Annual match; available to directors |
| Merchandise Discount | Company program | Same discount as employees |
2024 Director Compensation—Paul C. Varga:
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 152,500 |
| Stock Awards | 159,993 |
| All Other Compensation (merchandise discount) | 3,745 |
| Total | 316,238 |
Performance Compensation
| Element | Terms | Metric Details |
|---|---|---|
| Director RSUs | Time‑based; typically vest by next annual meeting, then automatically deferred as stock credits | No performance metrics; dividends on deferred stock credits are reinvested; shares paid 6 months after Board service ends |
| Director Pay Metrics | FY 2024 |
|---|---|
| Performance‑linked metrics in director pay | None (time‑based RSUs only) |
Varga’s FY 2024 RSU/Stock Credits:
- RSUs held as of end of FY 2024: 8,209 .
- Director stock unit credits as of end of FY 2024: 104,265 .
- Director stock unit credits as of March 20, 2025: 112,474 (reflects deferred units and dividend equivalents) .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Churchill Downs Incorporated | Gaming/Entertainment | Director; Audit Committee Member | No Macy’s‑disclosed related person transactions in FY 2024; independence affirmed |
- Related‑party policy and FY 2024 review: Board’s policy requires NCG review; no related person transactions recorded for FY 2024 .
Expertise & Qualifications
- Leadership: Former CEO/Chairman of global consumer company; broad strategic planning and transformation credentials .
- Finance: Capital deployment, acquisitions/dispositions, conservative leverage, and dividend discipline; produced industry‑leading ~20% ROIC at Brown‑Forman .
- Sales/Marketing: Deep brand building and portfolio management; American whiskey innovation (Jack Daniel’s, Woodford Reserve, Old Forester) .
- ESG/Governance: Champion of corporate responsibility and inclusion; experience across public company boards and governance best practices .
Equity Ownership
| Ownership Measure | Amount | Date/Status |
|---|---|---|
| Beneficial ownership (shares) | 40,479 | As of March 20, 2025; less than 1% of class |
| Director Stock Unit Credits (deferred) | 112,474 | As of March 20, 2025 |
| RSUs outstanding (FY 2024 snapshot) | 8,209 | As of FY 2024 year‑end |
- Director stock ownership guidelines: Required to hold Macy’s stock equal to 5× annual Board retainer ($450,000); each Non‑Employee Director at guideline date is in compliance .
- Hedging/pledging: Prohibited for directors; anti‑hedging/anti‑pledging policy in effect .
- Insider Trading Policy: Directors subject to blackout periods and trading controls; policy filed as Exhibit 19 to FY 2024 Form 10‑K .
Governance Assessment
- Committee leadership and independence: Varga’s roles as Finance Committee Chair and CMD Committee member, combined with Lead Independent Director responsibilities, signal strong independent oversight of capital allocation, compensation, succession, and risk—aligned with investor interests .
- Attendance and engagement: 95%+ attendance and presiding of executive sessions support board effectiveness and candid oversight of management .
- Pay structure and alignment: Director pay mix (cash retainer + time‑based RSUs) is conventional; Semler Brossy review found NED pay below peer median and Lead Independent Director retainer near NACD median, reducing inflation risk in board pay .
- Shareholder signals: 2024 say‑on‑pay approval of 91.9% indicates broad investor support for Macy’s compensation governance framework .
- Controls and clawback: Robust clawback policy adopted per NYSE/Exchange Act; company executed recovery analysis after delivery expense revisions, demonstrating enforcement discipline (no PRSU clawback; partial STI clawback) .
- Conflicts: No FY 2024 related party transactions; independence reconfirmed under NYSE and Macy’s standards—low conflict risk profile for Varga .
Red flags: None disclosed for Varga regarding attendance, pledging/hedging, related‑party exposure, or discretionary/guaranteed pay; anti‑pledging policy and independence determinations mitigate alignment risks .