Thomas Edwards
Macy'sAbout Thomas Edwards
Thomas J. Edwards, Jr., age 60, was appointed Chief Operating Officer and Chief Financial Officer of Macy’s, Inc. effective June 22, 2025. He oversees finance and operations including technology, supply chain and call centers as part of the Bold New Chapter strategy . He holds both a bachelor’s degree in economics and an MBA from the Wharton School . Macy’s 2024 incentive frameworks that govern executive pay link payouts to Total Revenue, Adjusted EBITDA, Net Promoter Score, rTSR, and Adjusted EBITDA margin . Company context: fiscal 2024 ended with $1.3B cash, ~$1.3B operating cash flow, $679M free cash flow, and $882M capex; buybacks expected to resume in 2025, market permitting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capri Holdings (Versace, Jimmy Choo, Michael Kors) | EVP, CFO & COO | 2017–2025 | Led acquisition/integration of Versace and Jimmy Choo; implemented global ERP; achieved significant savings across brands, functions, regions |
| Brinker International (Chili’s) | EVP & CFO | Not disclosed | Senior finance leadership at a large casual dining operator |
| Wyndham Hotel Group | Finance/Operations roles | Not disclosed | Hospitality finance and operational roles |
| Kraft Foods | Finance roles | Not disclosed | CPG finance |
| Nabisco | Finance roles | Not disclosed | CPG finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Jimmy Choo Group Ltd. | Board member | Not disclosed | Listed as board role alongside EVP, COO & CFO position at Capri |
Fixed Compensation
| Component | Value/Policy | Notes |
|---|---|---|
| Base Salary | Not disclosed for Edwards in 2025 proxy | 2025 proxy predates his start; values for him will be in the next proxy . |
| Target Annual Incentive (% of base) | Historical COO/CFO target 135% (Adrian Mitchell in 2024) | Target framework reference for the role; Edwards’ specific target not yet disclosed . |
Performance Compensation
| Program | Metric | Weighting | Targeting Framework | 2024 Actuals (Program-level) | Vesting/Measurement |
|---|---|---|---|---|---|
| Short-Term Incentive (STI) | Total Revenue | 35% | Annual plan tied to business plan and guidance | NEO payout 100.46% of target (Bron 108.83%) | One-year performance period |
| Short-Term Incentive (STI) | Adjusted EBITDA | 35% | Annual plan; disciplined inventory/cost focus | As above | One-year performance period |
| Short-Term Incentive (STI) | Omni Net Promoter Score (NPS) | 30% | Customer experience emphasis | NPS between target and maximum (program-level) | One-year performance period |
| Long-Term Incentive (PRSU) | rTSR vs S&P Retail Select Industry Index | 50% of PRSU | 3-year, relative TSR; payout capped at target if absolute TSR negative | 2022–2024 PRSU paid 36.06% of target (program-level) | 3-year performance (2024–2026 for new grants) |
| Long-Term Incentive (PRSU) | 3-year Adjusted EBITDA Margin | 50% of PRSU | Weighted 20%/15%/15% across 2024/2025/2026 | Not yet applicable to Edwards’ tenure in proxy | 3-year performance (2024–2026) |
Notes: Macy’s employs a 50/50 mix of PRSUs and time-based RSUs; payout ranges are 25–200% of target; targets set at period start .
Equity Ownership & Alignment
- Stock ownership guidelines: COO/CFO must hold 3x base salary; measured each May; new/promoted executives must reach compliance by first eligibility for PRSU/RSU payout .
- Retention requirement: If below guideline, must retain 50% of net shares from vesting/exercise until compliant .
- Anti-hedging/anti-pledging: Directors and executive officers are prohibited from hedging and pledging Macy’s stock, reducing leverage and selling pressure risk .
- Counting toward guidelines: Includes beneficially owned shares, RSUs (time-based), stock credits, and 401(k) Macy’s fund; excludes unvested performance awards and options .
Employment Terms
| Provision | COO/CFO Terms | Details |
|---|---|---|
| Severance Plan (SESP) | 24 months base salary + 12 months health care premium (lump-sum) | Applies for involuntary termination without cause; COO/CFO also eligible for “good reason” voluntary termination . |
| Non-compete | 1 year | Required under SESP; continued vesting of equity during non-compete and for two years following termination for COO/CFO . |
| Change-in-Control (CIC) – Cash | 2x base pay + 2x 3-year average annual incentive (lump-sum) | If terminated within two years post-CIC or resigns for good reason; amounts reduced to avoid 280G excise tax if beneficial . |
| CIC – Additional Non-Compete Pay | ~0.5x of the CIC severance (generally one-half) | Payable if no competition during first year post-termination . |
| CIC – Equity | Double-trigger vesting | RSUs generally vest in full upon Board Turnover plus qualifying termination; PRSUs subject to plan terms . |
| Individual Employment Contracts | None | Macy’s does not provide individual employment contracts or individual CIC agreements . |
| Clawbacks | Dodd-Frank compliant clawback; discretionary recoupment | Mandatory recovery for restatements; discretionary recovery in cases of fraud/misconduct; 2023 payouts adjusted under policy following correction of delivery expense accruals . |
| Hedging/Pledging | Prohibited | Executive policy prohibition . |
Performance & Track Record
- Capri achievements: Led Versace and Jimmy Choo acquisition and integration; implemented global ERP; drove significant savings across brands/functions/regions .
- Tenure context: Departed Capri after ~8 years to join Macy’s (announced April 1, 2025), remained through June 20, 2025 before starting at Macy’s June 22, 2025 .
Compensation Committee & Governance
- CMD Committee and practices: Independent directors; external consultant (Semler Brossy); say-on-pay support averaged 93.4% over 10 years; 2024 approval 91.9% .
- Pay design: Emphasis on at-risk pay; multi-metric incentives; caps on payouts; double-trigger CIC equity vesting; no excise tax gross-ups; no option repricing without shareholder approval .
Investment Implications
- Alignment: Strong pay-for-performance architecture ties Edwards’ incentives to revenue growth, profitability (Adjusted EBITDA/margin), customer experience (NPS), and rTSR, with robust clawback and anti-hedging/pledging policies enhancing shareholder alignment .
- Retention risk: SESP and CIC provide meaningful protection (2x base + average incentive in CIC; continued vesting for two years post-termination for COO/CFO), reducing near-term flight risk while the 1-year non-compete constrains post-exit options .
- Selling pressure: Ownership guidelines (3x salary for COO/CFO) plus 50% net-share retention until compliant and pledge prohibition mitigate insider selling pressure signals .
- Watch items: Edwards’ specific Macy’s compensation grants, vesting schedules, and beneficial ownership will be disclosed in the next proxy; monitor Form 4 filings post–June 22, 2025 for transactions and evolving ownership alignment .