Sharon Otterman
Macy'sAbout Sharon Otterman
Sharon Otterman is Chief Marketing Officer (CMO) of Macy’s, appointed effective December 11, 2023, reporting to then CEO‑elect Tony Spring; she brings 25+ years of media, entertainment, and sports marketing leadership, including CMO roles at Caesars Entertainment, Madison Square Garden, NBCUniversal News, and VP Marketing at ESPN . She holds a B.S. in Corporate Communications (Ithaca College) and an Executive MBA (NYU) . Company performance context during her tenure: FY2024 net sales were $22.3B, net income $582M, and Adjusted EBITDA $2.0B (8.6% of revenue), with $1.3B operating cash flow and $679M free cash flow . Macy’s executive incentives emphasize pay‑for‑performance using Revenue, Adjusted EBITDA, and Net Promoter Score (NPS), with long‑term PRSUs tied to relative TSR and 3‑year Adjusted EBITDA margin .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Caesars Entertainment | Chief Marketing Officer | Prior to 2023 | Launched Caesars Sportsbook and enhanced sports betting/gaming brand experience . |
| Madison Square Garden Company | EVP & Chief Marketing Officer | Prior to 2023 | Led brand/equity marketing for iconic venues and sports properties . |
| NBCUniversal (News Division) | Chief Marketing Officer | Prior to 2023 | Drove news division brand strategy and audience engagement . |
| ESPN | Vice President, Marketing | Prior to 2023 | Pioneered creative/media campaigns for sports audience growth . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external board roles disclosed in Macy’s filings or CMO appointment release . |
Fixed Compensation
Not disclosed. Otterman is not a Named Executive Officer (NEO) in the FY2024 proxy; no base salary or cash retainer details are provided for her position . Macy’s executive pay design emphasizes at‑risk pay (≥70% of target for NEOs) over fixed pay .
Performance Compensation
Macy’s executive incentive framework (applies to NEOs; CMO-specific targets/weights not disclosed) :
| Plan | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (STI) | Total Revenue | 35% | Targets set at year start | Performance between threshold and target; aggregate payout 100.46% of target for NEOs | Annual cash award; subject to clawback . |
| Annual Incentive (STI) | Adjusted EBITDA | 35% | Targets set at year start | Performance between threshold and target | Annual cash award; subject to clawback . |
| Annual Incentive (STI) | Omni Net Promoter Score (NPS) | 30% | Targets set at year start | Performance between target and maximum | Annual cash award; customer experience focus . |
| Long‑Term (PRSUs) | Relative TSR vs S&P Retail Select Industry Index | 50% | Targets set at grant | Payout capped at target if absolute TSR is negative; above‑median (55th percentile) needed for target | Earned at end of ~3‑year period (FY2024–FY2026) . |
| Long‑Term (PRSUs) | Adjusted EBITDA Margin (3‑year) | 50% (allocated 20%/15%/15% by year) | Targets set at grant | Earned based on cumulative margin outcomes | Vest/end of ~3‑year period (FY2024–FY2026) . |
| Payout Ranges | STI and LTI | — | — | 25%–200% of target (design range) | STI annual; LTI at end of performance period . |
Notes:
- Design features include negative TSR cap and maximum value cap on rTSR component; PRSUs convert to time‑based RSUs upon change‑in‑control with double‑trigger vesting .
Equity Ownership & Alignment
- Beneficial ownership: Otterman is not itemized in the FY2025 “Stock Ownership of Directors and Executive Officers” table; individual CMO holdings are not disclosed .
- Stock ownership guidelines: Executives are required to meet role‑based multiples (e.g., CEO 6x, COO/CFO and CHRO 3x, CLO and Bloomingdale’s CEO 2x). CMO guideline is not explicitly listed in the policy excerpt; executives below guideline must retain 50% of net shares from vesting/exercise until compliant .
- Anti‑hedging/pledging: Macy’s prohibits hedging and pledging transactions for directors, executive officers, and LTI participants; short sales/options and derivative hedges are banned .
- Clawback: Dodd‑Frank compliant recovery policy in place; 2024 clawback analyzed and applied to erroneously awarded 2023 STI amounts; PRSU awards found not subject to recovery under rTSR analysis .
Employment Terms
- Senior Executive Severance Plan (SESP): Covers NEOs and other senior executives; severance for CEO (36 months base) and for other senior executives (24 months base), plus healthcare and continued vesting provisions (COO/CFO have additional vesting terms). Participation requires non‑compete, non‑solicit, confidentiality covenants; CMO coverage not explicitly disclosed .
- Change‑in‑Control Plan (CIC): Double‑trigger severance (2x base + 3‑year average bonus; prorated target bonus for year of termination), accelerated equity vesting, deferred comp distributions; additional non‑compete severance after 1 year without competitive activity; applies to NEOs; CMO coverage not explicitly disclosed .
- Restrictive covenants on retirement vesting/continued vesting: Non‑compete (one year; CEO two years), non‑solicit (two years), and confidentiality obligations condition favorable vesting terms .
Performance & Track Record
- Signature initiatives under Otterman’s marketing leadership:
- 10‑year rights agreement with NBCUniversal expanding Macy’s Thanksgiving Day Parade and 4th of July Fireworks broadcast/streaming, with new special programming opportunities .
- 50th Macy’s Flower Show (Herald Square) expansion, YSL Beauty partnership and “Bouquet of Deals” promotion; targeted >1 million visitors .
- Option to develop TV adaptation of “When Women Ran Fifth Avenue,” led by the CMO to build branded entertainment content .
- FY2024 enterprise outcomes: comparable sales improved +510 bps to down 0.9% YoY; gross margin 38.4%; SG&A $8.3B (down $45M); strong cash generation and intent to resume buybacks .
- Shareholder alignment: Say‑on‑pay support 91.9% in 2024, with long‑term average ~93.4% .
Compensation Structure Analysis
- Mix and pay‑for‑performance: Company emphasizes at‑risk equity and variable pay (≥70% of NEO target in variable/stock) with balanced short‑ and long‑term metrics spanning growth, profit and customer experience .
- Metric rigor: STI uses 70% financial (Revenue, Adj. EBITDA) and 30% customer (NPS), anchoring payout to both financial health and service outcomes; LTI PRSUs require above‑median rTSR and sustained EBITDA margin, with negative TSR cap mitigating windfall payouts .
- Governance levers: Independent CMD Committee, external consultant (Semler Brossy), clawback policy, anti‑hedging/pledging, and ownership guidelines reduce risk of misaligned incentives .
Equity Ownership & Alignment (Quantitative)
| Policy Element | Details |
|---|---|
| Executive ownership guidelines | CEO 6x; COO/CFO & CHRO 3x; CLO & Bloomingdale’s CEO 2x. CMO guideline not specified; executives below guideline must retain 50% of net shares until compliant . |
| Anti‑hedging/pledging | Hedging, short sales, options, derivatives, and pledging are prohibited for directors, executive officers, and LTI plan participants . |
| Clawback | Mandatory recovery of incentive‑based compensation following accounting restatements; 2023 STI amounts adjusted; PRSU rTSR analysis indicated no recovery . |
Employment Terms (Quantitative)
| Plan | Trigger | Cash Severance | Equity/Benefits | Notes |
|---|---|---|---|---|
| SESP (senior executives) | Involuntary termination without cause | CEO 36 months base; other senior executives 24 months base; healthcare lump sum | Continued vesting (COO/CFO have extended vesting) | Requires non‑compete, non‑solicit, confidentiality covenants; CMO coverage not explicitly disclosed . |
| CIC Plan (NEOs) | Double trigger within 2 years of change in control | 2x (base + 3‑year avg annual incentive); plus prorated target bonus for year | Release of restrictions on RSUs/PRSUs; option acceleration; deferred comp distributions | Additional non‑compete payment after 1 year; subject to 280G cutback; CMO coverage not explicitly disclosed . |
Say‑On‑Pay & Peer Benchmarking
- Say‑on‑pay approval: 91.9% FOR in 2024 .
- Compensation peer group (unchanged in 2024): Best Buy, Burlington, Dick’s Sporting Goods, Dillard’s, Dollar Tree, Foot Locker, Gap, Kohl’s, Lowe’s, Nordstrom, Ross, Target, TJX, Ulta Beauty, Williams‑Sonoma . Macy’s LTM revenue/EBITDA positioned between median and 75th percentile; market cap near 25th percentile as of June 2024 .
Related Party & Risk Indicators
- Related party transactions: None in fiscal 2024 per Board policy review .
- Recovery of erroneously awarded compensation: Delivery expense accrual correction triggered STI clawback recalculation and recovery pursuit in 2025; PRSU not impacted .
- Insider trading/pledging: Strict policy against hedging/pledging; blackout windows observed .
Employment & Tenure
- Start date at Macy’s: Announced November 28, 2023; effective December 11, 2023 .
- Current role: Chief Marketing Officer, Macy’s nameplate; featured in company leadership team overview (joined 2023) .
Investment Implications
- Alignment: Company’s incentive architecture ties leadership pay to both financial (Revenue, Adj. EBITDA, margin) and customer outcomes (NPS), with rTSR and caps dampening excessive payouts—supportive of long‑term value creation culture. Otterman’s portfolio of large‑scale branded entertainment (NBCUniversal rights extension, Flower Show, scripted series option) reflects a strategy to deepen engagement and monetize content, potentially supporting top‑line stabilization and brand equity .
- Retention risk: Specific CMO severance/CIC coverage and personal equity ownership are not disclosed; however, Macy’s maintains robust SESP/CIC frameworks for senior executives and strict anti‑hedging/pledging policies, reducing misalignment risk .
- Trading signals: No Form 4 insider transaction data could be retrieved via the insider‑trades skill due to an access error; thus, no current assessment of selling pressure is available. We attempted to fetch Form 4s for “Sharon Otterman” (M) from 2024‑01‑01 to 2025‑11‑19 but received a 401 error (tool authorization issue). Consider monitoring future Form 4s directly on EDGAR for trading signal analysis.