Tracy Preston
Macy'sAbout Tracy Preston
Tracy M. Preston, age 58, has served as Chief Legal Officer and Corporate Secretary of Macy’s, Inc. since 2024 (Years with Macy’s: 1). She holds a J.D. from the University of Virginia and a B.A. in International Relations from Georgetown University, and previously held senior legal, compliance, and corporate secretary roles at HanesBrands, Neiman Marcus Group, and Levi Strauss & Co., as well as partner/associate roles at Orrick, Latham & Watkins, Sedgwick, and Baker & McKenzie . For fiscal 2024, Macy’s annual incentive paid 100.46% of target for NEOs (including Ms. Preston), with plan metrics weighted 35% Total Revenue, 35% Adjusted EBITDA, and 30% Omni Net Promoter Score; the 2024 PRSU program is equally weighted on rTSR (vs S&P Retail Select Index) and Adjusted EBITDA Margin . Company performance context for fiscal 2024 included comparable sales improving 510 bps to -0.9%, gross margin rate 38.4% (flat y/y), operating cash flow nearly $1.3B, free cash flow $679M, and capex $882M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HanesBrands Inc. | EVP, Chief Compliance Officer, Chief Legal Officer and Corporate Secretary | Not disclosed | Not disclosed |
| Neiman Marcus Group | EVP, Chief Compliance Officer, Chief Legal Officer and Corporate Secretary | Not disclosed | Not disclosed |
| Levi Strauss & Co. | Chief Compliance Officer; Chief Global Litigation and HR Counsel; Chief Counsel, Global Supply Chain | Not disclosed | Not disclosed |
| Orrick, Herrington & Sutcliffe | Partner | Not disclosed | Not disclosed |
| Latham & Watkins | Litigation, Employment/Labor and Commercial Associate | Not disclosed | Not disclosed |
| Sedgwick, Detert, Moran & Arnold | ERISA, Employment & Labor and Commercial Litigation Associate | Not disclosed | Not disclosed |
| Baker & McKenzie | ERISA Associate | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in 2025 proxy NEO bio | — | — | No public company board service disclosed in the NEO biography section |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary Rate ($) | 49,905 | 775,000 |
| Target Bonus (% of Salary) | Not disclosed | 75% |
| Actual Annual Incentive ($) | — (joined late 2023) | 583,924 |
| Sign‑On/Discretionary Bonus ($) | 840,000 (sign‑on) | — |
| All Other Compensation ($) | 10,202 | 128,791 (includes $64,164 relocation; $64,627 tax gross‑ups) |
Performance Compensation
2024 Annual Incentive (Short‑Term)
| Metric | Weight | Target | Actual/Result | Payout Factor | Payout $ |
|---|---|---|---|---|---|
| Total Revenue | 35% | Not disclosed | Not disclosed | Included in overall payout | — |
| Adjusted EBITDA | 35% | Not disclosed | Not disclosed | Included in overall payout | — |
| Omni Net Promoter Score | 30% | Not disclosed | “All‑time high” vs prior year | Included in overall payout | — |
| Plan Payout (All other NEOs, including Preston) | — | — | — | 100.46% of target | 583,924 |
| Individual Target (75% of $775,000) | — | 581,250 | — | — | — |
Notes:
- Target bonus opportunity: 75% of base salary (Threshold 18.75%, Max 150%) .
- Payout determination based on pre‑set financial and strategic goals; Bloomingdale’s component applies to its CEO, not Preston .
2024 Long‑Term Incentive (PRSUs/RSUs)
| Award Type | Grant Date | Units/Shares | Grant Date Fair Value ($) | Performance/Vesting | Notes |
|---|---|---|---|---|---|
| PRSUs | 3/28/2024 | 30,015 | 577,639 | 3‑year performance (FY 2024–2026); metrics equally weighted rTSR (S&P Retail Select Index) and Adjusted EBITDA Margin | Grant fair value per share used $18.50 (rTSR) and $19.99 (EBITDA Margin) for PRSU valuation |
| RSUs | 3/28/2024 | 30,015 | 600,000 | Time‑based vesting: 25% each on 3/28/2025, 3/28/2026, 3/28/2027, 3/28/2028 | RSU grant date value $19.99/share |
| RSUs (new‑hire/retention) | 2/29/2024 | 36,123 | 629,985 | Time‑based vesting: 50% on 2/28/2026 and 50% on 2/28/2027 | Grant date value $17.44/share |
Additional LTI context:
- Company has not granted stock options since 2019 (reduces option‑related repricing risk) .
- Equity awards approved at March committee meeting; grants generally avoid blackout dates .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/20/2025) | 7,503 shares |
| Shares Acquirable within 60 days | 7,503 shares |
| Ownership as % of Shares Outstanding | Less than 1% (278,574,321 shares outstanding) |
| Stock Ownership Guideline | Chief Legal Officer: 2x base salary |
| Compliance Status | Each NEO was in compliance as of the most recent measurement date |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Counting Rules for Guidelines | Includes owned shares, deferred stock credits, time‑based RSUs, 401(k) stock fund; excludes options and PRSUs during performance period |
Employment Terms
| Scenario (Preston) | Cash Severance | Health Benefits | Equity Acceleration | Other CIC Economics | Total “Walk‑Away” Illustrative |
|---|---|---|---|---|---|
| Involuntary Without Cause (SESP) | Salary 2x = $1,550,000 | $5,618 (12‑month) | RSUs $116,908; PRSUs $311,756 | — | $2,604,138 |
| Involuntary With Cause | — | — | — | — | $35,932 (vested 401(k)) |
| Voluntary | — | — | — | — | $35,932 (vested 401(k)) |
| After Change in Control | Cash severance: Salary 2x = $1,550,000; Target Annual Incentive 2x = $1,162,500 | — | RSUs $1,030,430; PRSUs $467,634 | Non‑compete pay following CIC: Salary 1x = $775,000; Target Annual Incentive 1x = $581,250 | $6,186,670 |
| Death/Disability | — | — | RSUs $1,030,430; PRSUs $155,878 | — | $1,806,164 |
Notes:
- 2024 annual incentive actually earned ($583,924) is listed as “previously vested benefit” in scenarios where applicable .
- Table values reflect proxy’s scenario analysis; equity values are as disclosed and may vary with stock price/performance certification .
Governance, Clawbacks, and Risk Controls
- Dodd‑Frank compliant clawback policy adopted; applies to incentive‑based compensation “received” on/after Oct 2, 2023 for the three completed fiscal years preceding a required restatement .
- Following a 2023 error correction, adjusted EBITDA was overstated by $81,089,497, reducing 2023 STI plan EBITDA payout factor; erroneously awarded compensation recovered aggregated $609,613 under the policy .
- Anti‑hedging/anti‑pledging policy prohibits derivatives, short sales, hedging instruments, and pledging of Macy’s stock by directors/executives .
- Independent compensation consultant (Semler Brossy) supports CMD Committee; program includes multiple risk mitigators (ownership and retention ratios, clawbacks, anti‑hedging/pledging) .
Additional 2024 Company Performance Context
| Item | Fiscal 2024 Result |
|---|---|
| Comparable Sales | Improved 510 bps to -0.9% |
| Gross Margin Rate | 38.4%, flat y/y |
| SG&A | $8.3B, decreased $45M y/y |
| Cash and Equivalents (EOY) | $1.3B |
| Operating Cash Flow | Nearly $1.3B |
| Free Cash Flow | $679M |
| Capital Expenditures | $882M |
Notable Perquisites/Payments
- 2024 “All Other Compensation” for Preston includes relocation expenses ($64,164) and tax gross‑ups ($64,627) .
Investment Implications
- Pay‑for‑performance alignment: Preston’s 2024 STI paid ~100% of target against balanced revenue/EBITDA/NPS goals; LTI places equal weight on rTSR and EBITDA margin, aligning incentives with both relative stock performance and profitability improvement .
- Selling pressure windows: Time‑based RSUs vest 25% annually each March 28, 2025–2028 and 50% on Feb 28, 2026/2027; PRSUs cliff‑vest post FY2026 subject to performance—these dates are potential liquidity events to watch on Form 4s .
- Alignment and risk controls: Ownership guideline of 2x salary with compliance confirmed; strict anti‑hedging/pledging policy; no stock options granted since 2019, reducing option‑related risk and repricing concerns .
- Change‑in‑control economics: After CIC, cash severance (2x salary + 2x target bonus) plus equity acceleration and additional non‑compete payments could be meaningful; monitor potential transaction headlines for incentive overhang and retention dynamics .
- Governance posture: Active clawback enforcement following the 2023 error correction and use of independent consultant are positives for compensation discipline; presence of 2024 tax gross‑ups on relocation is a minor shareholder‑unfriendly signal to note .