Torrence Boone
Macy'sAbout Torrence Boone
Torrence N. Boone (age 55) is an independent director of Macy’s, Inc., serving since 2019. He is Vice President, Global Client Partnerships at Google LLC (2010–present) and previously held senior roles at WPP/Publicis agencies and Bain & Company, with deep expertise in digital marketing and technology . Education details are not disclosed in the proxy. The Board has determined Boone is independent under NYSE rules and Macy’s Standards for Director Independence .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Google LLC | Vice President, Global Client Partnerships | 2010–present | Leads global strategic partnerships across major advertisers; recognized industry leader in digital marketing . |
| WPP – Team Dell | Chief Executive Officer | 2008–2010 | Senior agency leadership experience . |
| Publicis – Digitas | President and General Manager | 2001–2008 | Senior agency leadership experience . |
| Avenue A (now Razorfish) | Executive | 1999–2000 | Digital agency experience . |
| Bain & Company | Senior Manager | 1995–2000 | Advised clients on corporate/business strategy, M&A, product development, interactive strategy . |
External Roles
- Other current public company boards: 0 .
- Recognitions: Savoy Top 100 Most Influential Blacks in Corporate America; Most Influential Black Corporate Directors; FT UPstanding Leaders' List; Crain’s NY Power 25 .
Board Governance
- Committee memberships: Audit Committee and Nominating & Corporate Governance (NCG) Committee .
- Committee activity: Audit Committee held 16 meetings; NCG Committee held 5 meetings in fiscal 2024 .
- Attendance: All current directors attended 95% or more of Board and applicable Committee meetings in fiscal 2024; all directors at the time attended the May 2024 annual meeting .
- Independence: The Board confirmed Boone meets NYSE independence and Macy’s standards; NCG reviewed affiliations and found amounts below thresholds .
- Board leadership: Independent committees; Lead Independent Director role in place (Paul C. Varga) .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Board cash retainer | 90,000 | Standard annual retainer . |
| Committee member retainers | 20,000 | $10,000 per committee (Audit; NCG) . |
| Total cash fees | 110,000 | Boone’s FY2024 cash compensation . |
| Equity – RSUs (grant-date fair value) | 159,993 | Annual non-employee director grant . |
| Other compensation | 0 | Merchandise discount for Boone reported as $0 . |
| Total | 269,993 | Sum of cash and equity . |
RSU grant specifics:
| Item | Detail |
|---|---|
| Grant date | May 17, 2024 . |
| RSUs granted | 8,209 units to each Non-Employee Director elected at the 2024 annual meeting . |
| Grant price | $19.49 (closing price on grant date) . |
| Vesting | Earlier of first anniversary or next annual meeting; automatic deferral to stock unit credits upon vesting . |
Performance Compensation
| Instrument | Performance Metrics | Vesting/Terms |
|---|---|---|
| Annual RSUs (Director) | None (time-based only) | Vests earlier of 1-year or next annual meeting; automatically deferred as stock unit credits; paid 6 months after Board service ends . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other current public company boards | None (0) . |
| Related person transactions | None in fiscal 2024; NCG Committee oversees and would prohibit transactions inconsistent with shareholder interests . |
| Independence safeguards | Standards restrict relationships with auditors, significant counterparties, and charitable affiliations above thresholds . |
Expertise & Qualifications
- Sales/Marketing and Technology: 20+ years in advertising and digital marketing; senior leadership at Google and major agencies .
- Strategic leadership: Global client partnerships overseeing large advertisers across tech, health, beauty, CPG sectors .
- Strategy/M&A grounding: Former Bain senior manager across strategy and transactions .
- Governance experience: Board service at Macy’s; skill matrix highlights leadership, industry knowledge, sales/marketing, and technology understanding .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficially owned shares (incl. exercisable/vestable within 60 days) | 0 | 0 (less than 1% of class) |
| Stock unit credits (deferred equity) | 54,910 (as of March 21, 2024) | 65,746 (as of March 20, 2025) |
| RSUs held (end of fiscal 2024) | 8,029 | — |
Notes:
- Stock unit credits represent deferred equity tied 1:1 to Macy’s common stock but are not reported as beneficially owned due to deferral timing .
- Director stock ownership guideline: 5x annual board retainer ($450,000 at FY2024 retainer); all directors with reached guideline dates are in compliance .
- Anti-hedging/anti-pledging: Prohibits hedging and pledging by directors .
Governance Assessment
- Committee effectiveness: Boone serves on Audit and NCG, two high-impact oversight bodies (financial reporting, governance, board evaluation, director compensation policy). Audit Committee activities and report confirm active oversight; Boone is listed on the signed Audit Committee report .
- Independence and conflicts: Despite executive role at Google (a potential vendor/partner to retailers), the NCG Committee’s independence review determined non-employee directors (including Boone) meet standards and had no disqualifying affiliations or transactions above thresholds; no related person transactions occurred in FY2024 .
- Attendance and engagement: Macy’s directors demonstrated strong attendance (≥95%); committees chaired by independent directors and meet frequently (Audit: 16; NCG: 5), supporting robust oversight .
- Pay-for-performance alignment for directors: Mix aligns with market (41% cash/59% equity) and is below peer median per Semler Brossy assessment; RSUs are time-based and fully deferred until after service ends, reinforcing long-term alignment without short-term risk incentives .
- RED FLAGS: None disclosed specific to Boone. Anti-hedging/pledging policy reduces misalignment risk; no pledging or related party transactions flagged; compensation consistent with policy and committee roles; beneficial ownership reported as 0 but substantial deferred stock units indicate alignment through mandatory deferral .