Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2020 Macy's, Inc. ("Macy's" or the "Company") announced that
Adrian V. Mitchell, 46, has been appointed Chief Financial Officer, effective
November 2, 2020. Mr. Mitchell will be responsible for leading all finance
functions including accounting, treasury, investor relations, internal audit,
financial/capital planning & analysis, and procurement.
Mr. Mitchell is currently a Managing Director and Partner in the DigitalBCG and
Consumer Practices of Boston Consulting Group (BCG). Since joining BCG in 2017,
Mr. Mitchell has led client work with a wide variety of retailers, helping them
to solve their toughest challenges in an increasingly competitive and disruptive
environment. Working primarily with Fortune 500 companies, his projects included
organic and inorganic growth strategy, large-scale operational improvement
projects and digital, data & advanced analytics efforts within retail operations
for companies across several retail sectors.
Prior to joining BCG, Mr. Mitchell had wide-ranging retail experiences. This
includes serving as Board Director and member of the Audit and Finance Committee
at Recreational Equipment, Inc. from 2016 to 2017, chief executive officer of
Arhaus LLC, a home furnishings retailer, from 2016 to 2017, executive positions
at Crate and Barrel Holdings, Inc. from 2010 to 2015 including interim CEO,
chief operating & chief financial officer and chief financial officer, and
management positions at Target Corporation from 2007 to 2010 including director
of strategy & interactive design for target.com and director of innovation &
productivity leading enterprise-wide projects for Target Corporation. Mr.
Mitchell began his career and spent approximately 10 years at McKinsey &
Company, Inc. where he co-founded the NA Lean Operations Retail Practice.
Mr. Mitchell has a B.S. in Chemical Engineering from Louisiana State University
and an MBA from Harvard University.
The Compensation and Management Development (CMD) Committee of the Macy's Board
of Directors approved the following compensation arrangements for Mr. Mitchell:
•Annual base salary of $800,000; annual target incentive opportunity of 100% of
base salary under the Senior Executive Incentive Compensation Plan; and a target
annual equity grant with a grant date fair value of $1,415,000 under the 2018
Equity and Incentive Compensation Plan (the "Plan"), in a combination of
time-based restricted stock units (RSUs) and performance-based restricted stock
units (PRSUs), weighted 70% and 30%, respectively, based on grant date fair
value. The RSUs will vest 25% on each of the first four anniversaries of the
grant date and the PRSUs will vest at the end of a multi-year performance period
(July 9, 2020 - end of fiscal 2022) based on performance against a
pre-determined goal. Annual incentive opportunity and annual equity grant will
be prorated for fiscal 2020.
•Sign-on bonus of $500,000 payable upon hire, subject to a repayment agreement.
Mr. Mitchell must repay 100% of the sign-on bonus if he voluntarily terminates
employment within the first 24 months of hire date.
•Sign-on equity grant under the Plan of RSUs with a grant date fair value of
$1,000,000 vesting 100% on the third anniversary of the grant date.
•Participation in the Company's Senior Executive Severance Plan, Change in
Control Plan, and relocation program with an additional $45,000 relocation
allowance reflecting anticipated length of the relocation process due to
COVID-19.
The Company also announced that Felicia Williams, Senior Vice President and
Interim Chief Financial Officer of Macy's, Inc., will be joining the CEO Action
for Racial Equity as a Macy's, Inc. Fellow. She will play a key role in the CEO
Action commitment to identify, develop and promote scalable and sustainable
policies and corporate best
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practices to address systemic racism and social injustice, and improve societal
well-being. While on this Fellowship assignment, Ms. Williams will remain a
Macy's colleague but will be devoted fulltime to CEO Action work.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release of Macy's dated October 14, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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MACY'S, INC.
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MACY'S, INC. 
