Business Context and Reporting Period
This Form 8-K Current Report was filed by Macy's, Inc. on April 1, 2025. The filing discloses significant changes to the company's executive leadership, specifically the appointment of a new Chief Operating Officer (COO) and Chief Financial Officer (CFO) and the departure of the incumbent.
Key Financial Metrics
The filing does not provide operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and personnel changes.
Material Changes
The primary material change is the transition of the COO/CFO role:
- Appointment: Thomas J. Edwards, Jr. has been appointed as COO and CFO, effective June 22, 2025. He currently serves in the same capacity at Capri Holdings Limited.
- Departure: Adrian V. Mitchell, the current COO and CFO, will leave the company. He will remain in his role through June 21, 2025, to ensure a seamless transition.
Compensation and Management Commentary
The Compensation and Management Development Committee approved the following compensation package for Mr. Edwards:
- Base Salary: $850,000 annually.
- Short-Term Incentive (STI): Target opportunity of 125% of base salary (prorated for fiscal 2025).
- Long-Term Incentive (LTI): Target equity award with a grant date fair value of $3,100,000, consisting of time-based RSUs and performance-based PRSUs.
- Signing Bonus: Between $1,650,000 and $1,735,000, payable within 30 days of hire, subject to repayment if employment is voluntarily terminated within two years.
- New Hire Equity: RSUs with a grant date fair value between $1,100,000 and $2,233,000, vesting 50% on the second anniversary and 50% on the third anniversary.
- Benefits: Participation in the Senior Executive Severance Plan (SESP) and Change in Control Plan. Mr. Mitchell will also be entitled to SESP benefits upon departure.
Investor Verification Checklist
- Verify the exact start date of Thomas J. Edwards, Jr. to determine the precise signing bonus amount and new hire equity value.
- Review the specific performance metrics attached to the Performance-Based Restricted Stock Units (PRSUs) in the 2024 Equity and Incentive Compensation Plan.
- Confirm the terms of the Senior Executive Severance Plan (SESP) applicable to Adrian V. Mitchell's departure.
- Monitor the transition period between June 21 and June 22, 2025, for any interim operational announcements.