Item 5.02.   Departure of Directors or Certain Officers; Election of Directors;
             Appointment of Certain Officers; Compensatory Arrangements of
             Certain Officers.

On August 28, 2020, the Board of Directors of Macy's, Inc. ("Macy's" or the "Company") appointed Paul Griscom, 39, as Senior Vice President and Controller. Mr. Griscom has been serving as Vice President and interim Principal Accounting Officer since June 1, 2020. Mr. Griscom had been Vice President, Financial Reporting and Accounting Services since May 2019, Vice President, Financial Reporting from June 2017 to April 2019 and Director of Financial Reporting from July 2016 to May 2017. Previously, he was Director, Training & Products, GAAP Dynamics from 2012 to 2016 and held various positions at KPMG LLP from 2000 to 2012.

The Compensation and Management Development (CMD) Committee of the Macy's Board of Directors approved the following compensation arrangements for Mr. Griscom:



•      Annual base salary of $375,000; annual target incentive opportunity of 40%
       of base salary under the Senior Executive Incentive Compensation Plan; and
       a target annual equity grant with a grant date value of $400,000 under the
       2018 Equity and Incentive Compensation Plan, in a combination of
       performance-based restricted stock units and time-based restricted stock
       units, weighted 30% and 70%, respectively, based on grant date fair value.
       The performance-based restricted stock units will vest at the end of a
       three-year performance period based on performance against pre-determined
       goals and the time-base restricted stock units will vest 25% on each of
       the four anniversaries of the grant date. Annual incentive opportunity and
       annual equity grant will be prorated to August 1 for fiscal 2020 and is
       inclusive of core RSU awards granted July 9, 2020.



•      Participation in the Company's Senior Executive Severance Plan and Change
       in Control Plan.

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Macy's, Inc.

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