Richard Clark
Macy'sAbout Richard Clark
Richard Clark (66) is an independent director of Macy’s, Inc. since 2024, serving on the Audit and Finance Committees. He is a veteran real estate executive, co-founding WatermanCLARK (2020–present) and leading Brookfield’s real estate platforms, with deep capital markets and M&A experience; the Board has determined he is independent under NYSE rules and Macy’s standards. He attended at least 95% of Board and committee meetings in fiscal 2024, reflecting strong engagement.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burnside Investments LLC | Founder & Managing Partner | 2024–present | Real estate investment focus; capital deployment leadership. |
| WatermanCLARK | Co-Founder & Managing Partner | 2020–present | Built real estate investment/operating platform; strategic acquisitions and portfolio management. |
| Brookfield Property Group/Partners/Office Properties | Chairman & CEO | 2013–2021 | Grew AUM from ~$5B to >$200B; led major M&A (e.g., GGP recapitalization, Trizec acquisition). |
| Brookfield Office Properties | President & CEO | 2002–2012 | Global expansion and asset repositioning. |
| Brookfield Corp. & predecessors | Senior leadership positions | 1984–2002 | Capital markets and operations oversight. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Captivision Inc. | Director (current) | Current | Public company directorship. |
| Brookfield Property Partners LP | Director (prior) | Prior 5 years | Prior public company board. |
| Alliance for Downtown New York | Chairman | 2017–present | Urban economic development leadership. |
| Downtown-Lower Manhattan Association | Chairman | 2017–present | Community/real estate advocacy. |
| Real Estate Board of New York | Executive Committee Member | 2014–2023 | Industry governance. |
| Real Estate Roundtable | Board of Directors | 2015–2021 | Policy/industry engagement. |
Board Governance
- Committee assignments: Audit Committee and Finance Committee (member; not chair). Audit held 16 meetings; Finance held 6 meetings in fiscal 2024.
- Independence: Board determined Clark meets NYSE and Macy’s independence standards; review found no material relationships and any amounts with companies linked to directors below thresholds.
- Attendance: Board held 9 meetings; all current directors attended 95%+ of Board and committee meetings during their service period in fiscal 2024.
- Lead Independent Director framework, executive sessions, and independent-only committees reinforce oversight quality.
- Director retirement age: mandatory retirement at 74.
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging Macy’s stock.
Fixed Compensation
| Component (Fiscal 2024) | Amount |
|---|---|
| Board cash retainer (program level) | $90,000 |
| Committee member retainer (non-chair) | $10,000 |
| Annual director equity grant (RSUs, targeted value) | $160,000; typical grant 8,209 RSUs on May 17, 2024 at $19.49/share |
| Clark – Fees Earned or Paid in Cash | $84,167 |
| Clark – Stock Awards | $159,993 |
| Clark – All Other Compensation (merchandise discount) | $215 |
| Clark – Total | $244,375 |
Notes:
- Directors may defer cash compensation to stock or cash credits under the Director Deferred Compensation Plan; Clark elected to defer cash fees into stock units (2,215 units).
- RSUs generally vest at the earlier of 1-year or next annual meeting; vested RSUs are automatically deferred as stock credits until six months after board service ends.
Performance Compensation
Directors do not receive performance-based incentives; equity is time-based RSUs. Company-wide incentive metrics (relevant to board oversight of pay-for-performance):
| Program | Metric | Weight | Rationale |
|---|---|---|---|
| Short-Term Incentive (NEOs) | Total Revenue | 35% | Top-line performance across channels. |
| Short-Term Incentive (NEOs) | Adjusted EBITDA | 35% | Profitability and productivity focus. |
| Short-Term Incentive (NEOs) | Omni Net Promoter Score (NPS) | 30% | Customer experience emphasis. |
| Long-Term Incentive (NEOs) | rTSR vs S&P Retail Select | 50% | Long-term shareholder value; capped if absolute TSR negative. |
| Long-Term Incentive (NEOs) | 3-year Adjusted EBITDA Margin | 50% | Sustained profitability discipline. |
Additional governance signals: Say-on-pay approval was 91.9% in 2024, indicating broad shareholder support for compensation design.
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Impact |
|---|---|---|
| Captivision Inc. | Current public company board | External network; no Macy’s competitive overlap disclosed. |
| Brookfield Property Partners LP | Prior public board | Legacy real estate ties; independence review cleared material relationships. |
| Industry groups (REBNY, Real Estate Roundtable) | Prior governance roles | Sector expertise; enhances Finance Committee oversight of leases/capital projects. |
Expertise & Qualifications
- Real estate investment/development, large-scale portfolio management, and property monetization experience; capital markets and M&A execution (e.g., GGP recapitalization).
- Strategic leadership across global real estate platforms; broad industry governance roles.
- Financial literacy (Audit Committee member; committee determined all members financially literate).
Equity Ownership
| Holding Type (as of end of fiscal 2024) | Units/Shares |
|---|---|
| Deferred stock unit credits | 2,237 |
| RSUs outstanding | 8,209 |
Additional alignment mechanisms:
- Director stock ownership guideline: 5× annual board retainer ($450,000); compliance required within five years of board start.
- Anti-hedging/anti-pledging policy applies to directors.
- Clark elected to defer cash fees into stock units (2,215 units), enhancing alignment.
Governance Assessment
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Strengths: Independent status; high attendance; dual membership on Audit and Finance enhances oversight of financial reporting, risk, and capital structure; strong real estate/capital markets expertise aligned to Macy’s strategic real estate initiatives; anti-hedging/pledging policy and stock ownership guidelines support alignment.
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Considerations: Extensive real estate affiliations (WatermanCLARK, Brookfield legacy) warrant continued monitoring for related-party exposure; NCG independence review found no material relationships or amounts above thresholds. Maintain vigilance on any future Macy’s transactions with entities where Clark has interests.
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RED FLAGS: None disclosed regarding pledging, hedging, legal proceedings, or related-party transactions. Merchandise discount is modest ($215) and broadly available. Continue to monitor for any real estate transaction overlaps with WatermanCLARK or prior affiliations.