Tony Spring
Macy'sAbout Tony Spring
Tony Spring, 60, is Chairman and Chief Executive Officer of Macy’s, Inc., and has served as a director since 2023; he became CEO in February 2024 and Chairman in April 2024 after a 37‑year career with the company, including a decade as Chairman and CEO of Bloomingdale’s . In his first year as CEO, Macy’s launched the Bold New Chapter strategy, delivering FY2024 net sales of $22.3B, Adjusted EBITDA of $2.0B (8.6% margin), net income of $582M, free cash flow of $679M, and record NPS, with positive comps at Bloomingdale’s and continued strength at Bluemercury . Board leadership is a combined Chair/CEO structure with a Lead Independent Director (Paul C. Varga) and fully independent committees; Spring is not independent given his executive role .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Macy’s, Inc. | Chairman & Chief Executive Officer | 2024–Present | Leads Bold New Chapter strategy; combined Chair/CEO following April 10, 2024 transition . |
| Macy’s, Inc. | President and CEO‑Elect | 2023–2024 | Managed CEO transition, overseeing Macy’s, Bloomingdale’s, Bluemercury . |
| Macy’s, Inc. | Executive Vice President | 2021–2023 | Oversaw Bluemercury and contributed to enterprise transformation . |
| Bloomingdale’s | Chairman & Chief Executive Officer | 2014–2023 | Drove brand growth to record sales and customer engagement; accelerated digital and marketplace . |
| Bloomingdale’s | President & Chief Operating Officer | 2008–2014 | Operations and merchandising leadership across omnichannel . |
| Bloomingdale’s | Executive Vice President | 2004–2008 | Senior merchandising/marketing leadership roles . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| National Retail Federation | Executive Committee member | Current | Industry leadership voice; governance and advocacy . |
| National Retail Federation Foundation | Board Chair (recently) | Recent past | Workforce development and industry foundation leadership . |
Board Governance
- Board service: Macy’s Director since 2023; Chairman since April 10, 2024 .
- Independence/structure: Not independent; combined Chair/CEO with a Lead Independent Director (Paul C. Varga) and independent committees; regular executive sessions of independent directors .
- Committees: No committee memberships listed for Spring (committees comprised solely of independent directors) .
- Attendance: Board and committee attendance across directors ≥95% in FY2024 (Spring included as a director) .
Fixed Compensation
| Component (FY2024 unless noted) | Detail |
|---|---|
| Base salary | $1,300,000 . |
| Target annual incentive | 200% of base salary . |
| Actual annual incentive paid | $2,611,960 (100.46% of target STI outcome for NEOs) . |
| Target long‑term incentive (core) | $8,500,000 (50% PRSUs, 50% RSUs) . |
| Special promotional equity (one‑time) | $4,000,000 (75% PRSUs, 25% RSUs), 5‑year vest; PRSU pays 0–100% based on Adjusted Diluted EPS with sales CAGR threshold; RSU cliff vests at year 5 . |
| 2024 total reported compensation | $16,452,108 . |
| Perquisites and other | $94,162, including aircraft personal use ($14,981), car/driver ($5,998), DCP match ($55,968), 401(k) match ($12,075), residential security ($5,140) . |
Performance Compensation
Annual Incentive (STI) – FY2024 Design and Outcome
| Metric | Weight | Target disclosure | Result/payout | Vesting |
|---|---|---|---|---|
| Total Revenue | 35% | Not disclosed | Between threshold and target; contributed to total STI 100.46% for NEOs . | Cash after year-end . |
| Adjusted EBITDA | 35% | Not disclosed | Between threshold and target; contributed to total STI 100.46% for NEOs . | Cash after year-end . |
| Omni Net Promoter Score (NPS) | 30% | Not disclosed | Between target and maximum; total STI 100.46% for NEOs . | Cash after year-end . |
Long‑Term Incentive (LTI) – Core 2024 Grants
| Instrument | Weight | Metrics and targets | Payout range | Vesting |
|---|---|---|---|---|
| PRSUs (core 2024) | 50% | rTSR vs S&P Retail Select Industry Index (target at 55th percentile); 3‑yr Adjusted EBITDA margin (2024–2026 with 20%/15%/15% year weights); negative TSR cap; max value cap . | 25%–200% of target . | After FY2026 performance period . |
| RSUs (core 2024) | 50% | Time-based | N/A | 25% annually over 4 years from grant (3/28/2024) . |
CEO One‑Time Promotional Equity (3/28/2024)
| Instrument | Metric | Payout range | Vesting |
|---|---|---|---|
| PRSUs (75%) | Adjusted Diluted EPS goal; subject to sales CAGR threshold | 0%–100% of target | Vests at end of 5‑year period (fiscal 2024–2028; ~2/3/2029) . |
| RSUs (25%) | Time-based | N/A | 100% cliff on fifth anniversary (3/28/2029) . |
2022–2024 PRSU Payout (for legacy grants)
| Plan | Metrics | Payout |
|---|---|---|
| FY2022 grant cycle (ended FY2024) | rTSR (60%), 2024 Digital Sales (40%), and additional long‑term comp sales feature | 36.06% of target (Digital Sales and long‑term comp sales below threshold; rTSR between threshold and target) . |
Equity Ownership & Alignment
Beneficial Ownership and Alignment Policies
- Beneficial ownership: 603,388 shares; plus 336,123 shares acquirable within 60 days via options/RSUs; <1% of shares outstanding .
- Ownership guidelines: CEO must hold 6x base salary; all NEOs in compliance as of latest measurement .
- Hedging/pledging: Prohibited for directors and executive officers .
- Insider trading: Company policy with blackout periods; policy filed with FY2024 10‑K .
Outstanding Equity Awards at FY2024 Year‑End (values at $15.58)
| Award type (Grant date) | Units outstanding | Market value |
|---|---|---|
| RSUs (3/25/2021) | 12,173 | $189,655 . |
| RSUs (3/24/2022) | 17,078 | $266,075 . |
| RSUs (3/31/2023) | 85,764 | $1,336,203 . |
| RSUs (3/28/2024 – core) | 212,606 | $3,312,401 . |
| RSUs (3/28/2024 – promo) | 50,025 | $779,390 . |
| PRSUs target (3/31/2023) | 114,351 | $1,781,589 . |
| PRSUs target (3/28/2024 – core) | 212,606 | $3,312,401 . |
| PRSUs target (3/28/2024 – promo, 5‑yr) | 150,075 | $2,338,169 . |
Vesting schedule highlights:
- Core RSUs: 25% per year on 3/28/2025–2028; legacy RSUs continue per original schedules .
- Core PRSUs (2024): vest, if earned, after FY2026; promo PRSUs vest after FY2028 performance period; promo RSUs cliff‑vest at 5 years .
Deferred Compensation (balances at FY2024 year‑end)
| Plan | Executive contributions (FY) | Company contributions (FY) | Earnings (FY) | Balance |
|---|---|---|---|---|
| EDCP | $0 | $0 | $(26,097) | $867,101 . |
| DCP | $86,881 | $55,968 | $555,783 | $2,286,593 . |
Employment Terms
Severance (SESP) and Change‑in‑Control (CIC)
| Provision | CEO terms |
|---|---|
| SESP cash severance | 36 months base salary; lump sum equal to 12× employer health premium; CEO non‑compete period two years . |
| CIC cash severance | 2× (base pay + 3‑yr average annual incentive); plus prorated target bonus for year of termination; additional 1× (base + 3‑yr avg bonus) after one year if non‑compete honored . |
| Equity treatment (CIC) | RSUs vest; PRSUs convert to time‑based RSUs based on actual and/or target at change date and vest on double‑trigger termination within 24 months . |
| Covenants (LTI) | Retirement/involuntary‑termination vesting conditioned on compliance: non‑compete (CEO: 2 years), non‑solicit (2 years), and confidentiality . |
| Individual contracts/tax gross‑ups | No individual employment contracts; no excise tax gross‑ups on CIC . |
Illustrative “walk‑away” values (as of 1/31/2025; $15.58 share price) are disclosed in the proxy by scenario; for example, CEO involuntary termination without cause totals $23.7M, and CIC termination totals $32.0M including accelerated equity, severance and previously vested benefits .
Performance & Track Record (FY2024 context)
- Enterprise: net sales $22.3B; Adjusted EBITDA $2.0B (8.6%); net income $582M; operating cash flow ~$1.3B; free cash flow $679M; cash on balance sheet $1.3B; dividends $192M; announced intent to resume buybacks .
- Macy’s nameplate: four consecutive quarters of positive comps at “First 50” stores; extended initiatives to 75 more; continued store footprint rightsizing (64 of ~150 closures) enabling $283M asset monetization and $144M gains .
- Bloomingdale’s: returned to positive annual comps; 4Q comps +6.5%; brand campaigns and new stores .
- Bluemercury: 16th straight positive comp quarter; 17 new stores; remodels .
Say‑on‑Pay & Shareholder Feedback
| Topic | FY2024 outcome |
|---|---|
| Say‑on‑pay approval | 91.9% FOR . |
| Shareholder outreach | Reached out to holders representing >58% of shares; held meetings with holders representing ~20%; feedback supportive of compensation and governance . |
Compensation Committee and Peer Group
- Compensation and Management Development Committee (CMD) composed entirely of independent directors; chaired by Jill Granoff .
- Independent adviser: Semler Brossy; no conflicts; provides design, peer, market and governance input .
- 2024 peer group (15 companies) includes Best Buy, Burlington, Dick’s, Dillard’s, Dollar Tree, Foot Locker, Gap, Kohl’s, Lowe’s, Nordstrom, Ross, Target, TJX, Ulta, Williams‑Sonoma .
- Macy’s LTM revenue/EBITDA positioned between median and 75th percentile; market cap near 25th percentile of peers (June 2024) .
Risk Indicators & Red Flags
- Clawback: Dodd‑Frank compliant policy adopted in 2023; applied to a FY2024 correction of prior delivery expense accruals; CMD determined $609,613 of 2023 STI was erroneously awarded and initiated recovery; no PRSU clawback triggered; $352,093 remained outstanding as of April 1, 2025 .
- Hedging/pledging: Prohibited for directors and executives .
- Options: No repricing/buyouts without shareholder approval .
- Related party transactions: None in FY2024 .
Investment Implications
- Pay‑for‑performance alignment: High at‑risk mix (~90% of CEO target), with STI tied to revenue/EBITDA/NPS and LTI split between rTSR and EBITDA margin; promotional grant is 5‑year EPS‑based PRSU, emphasizing multi‑year value creation .
- Retention and selling pressure: Significant unvested RSUs/PRSUs (core RSUs vest through 2028; PRSUs through 2026; promo awards through 2029) reduce near‑term departure risk but create scheduled vesting windows that could add selling pressure around vest dates, subject to blackout and policy constraints .
- Alignment and governance: 6x salary ownership guideline met; anti‑hedging/pledging; double‑trigger CIC; no tax gross‑ups; strong say‑on‑pay support—collectively supportive of shareholder alignment .
- Execution risk: Strategy involves store base rationalization and mix shift; FY2024 operational gains (NPS, comps at key banners, cost control) are positives, but ongoing transformation and leadership transition in CFO role in 2025 warrant monitoring of margin and cash conversion trends .