Tracey Zhen
Macy'sAbout Tracey Zhen
Independent director of Macy’s, Inc. (M), age 48; director since 2021. Currently CEO and board member at Caring.com (2024–present) with 25+ years in consumer technology and leadership roles at Zipcar, TripAdvisor, Expedia, IAC, and Bear Stearns . Board independence affirmed under NYSE standards; she serves on Audit and Nominating & Corporate Governance (NCG) committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caring.com | Chief Executive Officer; Board Member | 2024–Present | Platform innovation, growth in senior care category |
| Zipcar | President | 2017–2022 | Led platform innovation; Zipcar named Top 100 Women-Led Businesses in MA under her leadership |
| TripAdvisor | VP & GM (HouseTrip; FlipKey); VP, Vacation Rental Supply | 2012–2016 | Product innovation, platform development, international growth |
| Expedia | General Manager, Emerging Markets; Head of Strategy, EMEA; Finance Director, Expedia UK | 2006–2011 | Strategy, market expansion, finance leadership |
| IAC | Director FP&A; Associate Director Strategic Planning | 2000–2006 | Finance and strategy roles |
| Bear Stearns | Analyst, Investment Banking | 1998–2000 | Investment banking foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caring.com | CEO; Board Member | 2024–Present | Technology-led growth in senior care |
| Mass Technology Leadership Council | Board of Trustees (Executive Committee member) | Not disclosed | Tech ecosystem leadership |
| Other public company boards | None | — | 0 current public boards |
Board Governance
- Committees: Audit (member), Nominating & Corporate Governance (member). Audit Chair: Marie Chandoha; NCG Chair: Deirdre P. Connelly . Independence confirmed; 12 of 13 nominees are independent .
- Committee cadence: Audit held 16 meetings; NCG held 5 meetings in fiscal 2024 .
- Attendance: All current directors attended 95%+ of Board and committee meetings in fiscal 2024; all directors at May 2024 annual meeting attended .
- Audit Committee report signatories include Tracey Zhen, indicating active participation .
- Executive sessions and strong governance practices (lead independent director, anti-hedging/pledging, majority voting) in place .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Standard non-employee director retainer |
| Committee Member Retainer (per committee) | $10,000 | Non-chair; Zhen serves on Audit and NCG |
| Audit Committee Chair Retainer | $30,000 | Not applicable to Zhen (member) |
| Other Committee Chair Retainer | $25,000 | Not applicable to Zhen |
| Lead Independent Director Retainer | $30,000 | Not applicable to Zhen |
| 2024 Fees Earned in Cash (Zhen) | $110,000 | Implies $90k board + $20k for two committee memberships |
| All Other Compensation (Zhen) | $866 | Merchandise discount |
| Total 2024 Director Compensation (Zhen) | $270,859 | Cash + stock awards + other |
Performance Compensation
| Equity Component | Grant Value/Units | Grant Date/Terms | Vesting/Deferral |
|---|---|---|---|
| Annual RSU grant (target value) | $160,000 | Granted at annual meeting; 2024 award was 8,209 RSUs at $19.49 | RSUs vest at earlier of 1-year or next annual meeting; automatically deferred as stock credits under Director Deferred Compensation Plan until 6 months post-board service |
| Zhen 2024 RSU award (Form 4) | 8,209 units; price $0 (award) | Transaction date 2024-05-17; filing 2024-05-20; type A–Award | Adds to RSUs; post-transaction ownership 8,209 RSUs [insider-trades output] |
| Zhen 2025 RSU award (Form 4) | 13,456 units; price $0 (award) | Transaction date 2025-05-30; filing 2025-06-03; type A–Award | Post-transaction ownership 13,456 RSUs [insider-trades output] |
Director equity is time-based RSUs; there are no performance metrics attached to director equity grants. RSUs are auto-deferred upon vesting, supporting long-term alignment .
Other Directorships & Interlocks
| Company | Type | Role | Shared relationships / potential interlocks |
|---|---|---|---|
| None | Public | — | Zhen has 0 current public boards |
| Caring.com | Private | CEO; Board member | No Macy’s-related party transactions disclosed; independence affirmed |
| Mass Technology Leadership Council | Non-profit | Board of Trustees (Exec Committee) | Governance/tech ecosystem role |
Expertise & Qualifications
- Technology, platform innovation, and consumer marketing; scaling global consumer brands (Zipcar, TripAdvisor, Expedia) .
- Finance and strategy background (IAC FP&A/Strategic Planning; Expedia finance; Bear Stearns IB) .
- Board skills matrix highlights tech, sales/marketing, leadership experience; Audit committee financial literacy standard met at committee level; she serves on Audit .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (SEC definition) | –; <1% of class | No shares reported as beneficially owned within 60 days; less than 1% |
| RSUs held (end of fiscal 2024) | 8,209 units | 2024 grant; vests/time-based; auto-defers to stock credits upon vesting |
| Deferred stock unit credits (end of fiscal 2024) | 24,717 units | Includes dividend equivalents and deferrals |
| Total stock unit credits (as of 2025-03-20) | 32,926 units | Combined unvested RSUs + deferred stock credits; not counted in beneficial ownership until payable |
| Anti-hedging/anti-pledging policy | Prohibits hedging/pledging by directors | Supports alignment; RSUs auto-deferred |
| Director ownership guideline | 5x annual board retainer ($450,000) within 5 years of service start | Company states directors who reached their guideline date have satisfied it |
Governance Assessment
- Strengths: Independent director with technology and consumer growth expertise; dual committee service (Audit, NCG) with strong meeting cadence; high overall attendance; equity deferral and anti-hedging/pledging policies support long-term alignment .
- Compensation alignment: Standard cash retainer and committee fees; time-based RSU annual grant at peer-consistent structure and value; her 2024 compensation mix is balanced (cash + RSUs) and below peer medians program-wide per Semler Brossy review (context for director pay program) .
- Shareholder signals: Company-wide say-on-pay approval 91.9% in 2024 indicates broad investor support of compensation practices; ongoing shareholder engagement and governance disclosures are robust .
- Conflicts/related-party: No related person transactions disclosed for Zhen; independence reaffirmed after review of her and immediate family affiliations against materiality thresholds .
- RED FLAGS: None disclosed regarding attendance, pledging/hedging, related-party transactions, or incentive repricing; anti-hedging/pledging policy explicitly prohibits problematic behaviors .