Richard Markee
Macy'sAbout Richard L. Markee
Independent director at Macy’s, Inc. since 2024; age 71. Former Chairman & CEO of Vitamin Shoppe with 30+ years leading large retailers and growth investing roles; currently serves on Finance and Nominating & Corporate Governance (NCG) committees. Board determined him independent under NYSE and company standards; directors achieved ≥95% attendance across Board and committees in fiscal 2024 (9 Board meetings) . Current public company directorship: Five Below, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vitamin Shoppe, Inc. | Non-Executive Chairman; Executive Chairman; Chairman & CEO | 2007–2016; 2011–2016; 2009–2011 | Led IPO; drove retail and direct businesses |
| Toys “R” Us, Inc. | Vice Chair; President of Babies “R” Us and Toys “R” Us U.S. & International; senior management | 1990–2006; 2004–2006 | Built Babies “R” Us; led multiple divisions |
| Irving Place Capital; Bear Stearns Merchant Banking | Operating Partner | 2008–2009; 2006–2008 | Consumer/retail growth investing |
| Target Corporation | Buyer; Director Internal Operations; VP Divisional Merchandise Manager | 1981–1990 | Merchandising and operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Below, Inc. | Director (Public company) | Current | Not disclosed in proxy |
| Prior boards (public/private) | Collective Brands, The Sports Authority, Dorel Industries, Toys “R” Us, Pet Supplies Plus | Prior | Director experience across retail consumer |
Board Governance
- Current committee assignments: Finance Committee (member); Nominating & Corporate Governance Committee (member). Chairs: Finance — Paul C. Varga; NCG — Deirdre P. Connelly .
- Independence: Board determined Markee and other non-employee directors are independent per NYSE and the company’s Standards; NCG reviewed relationships and found no material ties above thresholds .
- Attendance: Directors attended ≥95% of meetings of the Board/committees on which they served in fiscal 2024; Board met 9 times .
- Lead Independent Director: Paul C. Varga; independent directors hold regular executive sessions; LID responsibilities include agenda approval, executive session leadership, and shareholder liaison .
- Risk oversight: Committees oversee risk domains (Audit—financial/cyber; CMD—compensation/human capital; Finance—capital policy; NCG—governance/ESG) .
- Shareholder alignment signals: Say‑on‑Pay support 91.9% in 2024; strong long-run average .
Fixed Compensation (Director)
| Component | Amount / Terms | Source |
|---|---|---|
| Board retainer (annual) | $90,000 | |
| Committee member retainer (non‑chair) | $10,000 per committee | |
| Committee chair retainers | Audit $30,000; Other committees $25,000 | |
| Lead Independent Director retainer | $30,000 | |
| Equity grant (annual) | RSUs targeted at $160,000 | |
| Matching philanthropic gift | Up to $500 annually | |
| Hedging/pledging | Prohibited for directors | |
| Deferred comp election | May defer cash into stock or cash credits |
2024 actual (Markee):
| Metric | Amount | Notes |
|---|---|---|
| Fees earned/paid in cash | $84,167 | Joined April 10, 2024; partial-year |
| Stock awards (grant-date FV) | $159,993 | Annual RSUs (8,209 units at $19.49) |
| All other compensation | $37 | Merchandise discount usage |
| Total | $244,196 | Sum of above |
| Cash deferred to stock units | 2,215 units | Cash fee deferral into stock units |
Performance Compensation (Equity/Structure)
| Award Type | Grant Date | Units / Value | Vesting | Design |
|---|---|---|---|---|
| Annual RSUs | May 17, 2024 | 8,209 RSUs; $159,993 (at $19.49) | Vest at earlier of 1-year or next annual meeting; delivery deferred into stock credits until 6 months after Board service ends | Time-based; no performance condition |
Director equity is solely time-based RSUs; no performance metrics are attached to director grants .
Other Directorships & Interlocks
| Entity | Relationship to Macy’s | Potential Conflict? |
|---|---|---|
| Five Below, Inc. (current public board) | Unrelated; discount specialty retail | No Macy’s‑reported related person transactions in FY2024 |
| Historic service (e.g., Vitamin Shoppe, Toys “R” Us) | Prior roles; not current counterparties | No Macy’s‑reported related person transactions in FY2024 |
- Related-party transactions: Company reported none in fiscal 2024; NCG policy governs review/approval of any such transactions .
Expertise & Qualifications
- Leadership: CEO/Chair experience leading IPO/turnaround and multi-division retail operations .
- Industry: Deep large-format retail, specialty retail, merchandising, growth and brand building .
- Sales/Marketing: Strategy, operations, sales, and marketing across multiple consumer banners .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (direct/within 60 days) | – (less than 1% of class) | No directly beneficial shares reported as of Mar 20, 2025 |
| Unvested RSUs (Director program) | 8,209 | Granted May 17, 2024 |
| Director stock unit credits (deferred) | 10,446 | As of Mar 20, 2025; not counted as beneficial ownership under SEC rules because not payable within 60 days |
| Hedging/Pledging | Prohibited | Policy covers directors |
| Ownership guideline | 5× annual retainer ($450,000); 5-year compliance window | Applies to all non-employee directors; company states those at their guideline date are in compliance |
Governance Assessment
- Board effectiveness: Markee adds seasoned multi-banner retail operating expertise and growth/investing experience aligned with Macy’s merchandising and transformation agenda; active service on Finance and NCG committees positions him on capital allocation oversight and board refresh/governance practices .
- Independence/attendance: Independent; Board‑wide ≥95% attendance supports engagement. LID structure and regular executive sessions bolster independent oversight .
- Incentive alignment: Director pay structure is balanced between cash and equity with automatic deferral of vested RSUs into stock credits; Markee additionally deferred cash fees into stock units—positive skin‑in‑the‑game signal. Anti‑hedging/pledging and 5× retainer ownership guideline strengthen alignment .
- Conflicts/related parties: No related person transactions disclosed for FY2024; NCG policy in place for screening. His external board at Five Below is not a Macy’s disclosed related party .
- Investor confidence signals: Strong Say‑on‑Pay (91.9%) and robust compensation governance (independent CMD, external consultant Semler Brossy, clawback policy) reflect a shareholder‑responsive posture; Board addressed and disclosed an accounting issue and conducted a Dodd‑Frank compliant clawback review—evidence of controls and remediation .
Overall: No red flags identified on independence, attendance, related-party exposure, or hedging/pledging. Alignment is supported by equity deferral behavior and ownership guidelines; committee placements tie to capital and governance oversight, consistent with his background .