UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. ___)

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☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Macy’s, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other than the Registrant)

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FISCAL YEAR 2021

$24.5B net sales 35% digital penetration 725 locations across brands

44M active Macy’s brand customers ~88,000 Colleagues

151 West 34th Street, New York, New York 10001

TO THE SHAREHOLDERS:

I invite you to attend Macy’s 2022 Annual Meeting of Shareholders scheduled for Friday, May 20, 2022, 11:00 a.m., Eastern Time (the “Annual Meeting”). This year’s Annual Meeting will be completely virtual and conducted electronically via live webcast. You will be able to attend the Annual Meeting, vote and submit your questions in advance of or during the Annual Meeting by visiting www.virtualshareholdermeeting.com/M2022. To participate in the Annual Meeting, you must have your 16-digit control number shown on your Notice of Internet Availability of Proxy Materials or on your proxy card or voting instruction card if you receive the proxy materials by mail.

We believe that hosting a virtual Annual Meeting enables greater shareholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate more effectively with our shareholders, and reduces the cost and environmental impact of the Annual Meeting.

We are also pleased to save costs and help protect the environment by once again using the “Notice and Access” method of delivering proxy materials. Instead of receiving paper copies of our proxy materials, many of you will receive a Notice of Internet Availability of Proxy Materials, which provides an Internet address where you can access electronic copies of the proxy statement and our Annual Report on Form 10-K for the fiscal year ended January 29, 2022 and vote your shares. This website also has instructions for voting by phone and for requesting paper copies of the proxy materials and proxy card.

Your vote is important and we want your shares to be represented at the Annual Meeting. Regardless of whether you plan to attend the Annual Meeting, we hope you will vote as soon as possible. We encourage you to read the proxy statement and cast your vote promptly. You may vote in advance of the Annual Meeting by telephone or over the Internet, or by completing, signing, dating and returning the enclosed proxy card or voting instruction card if you requested or received printed proxy materials.

We appreciate your continued confidence in and support of Macy’s, Inc.

Sincerely,

JEFF GENNETTE

Chairman and Chief Executive Officer

April 1, 2022

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CAST YOUR VOTE PROMPTLY.

NOTICE OF THE 2022 ANNUAL MEETING OF SHAREHOLDERS OF MACY’S, INC.

	WHEN		WHERE		RECORD DATE
	May 20, 2022 11:00 a.m. Eastern Time		The Annual Meeting will be held virtually via live webcast and can be accessed online at www.virtualshare holdermeeting.com/M2022		Shareholders of record at the close of business on March 24, 2022 are entitled to notice of, and to attend and vote during the Annual Meeting

ITEMS OF BUSINESS
1	Election of 13 directors named below to Macy’s board of directors to serve until the next annual meeting
	·   Francis S. Blake	·Marie Chandoha	·Jill Granoff	·Sara Levinson
	·Torrence N. Boone	·Deirdre P. Connelly	·Leslie D. Hale	·Paul C. Varga
	·John A. Bryant	·Jeff Gennette	·William H. Lenehan	·Tracey Zhen
	·Ashley Buchanan
2	Ratification of the appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 28, 2023
3	Advisory vote to approve named executive officer compensation
4	Approval of the Macy’s, Inc. Employee Stock Purchase Plan
	Transaction of any other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting

PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)

www.virtualshare holdermeeting.com/ M2021	at 1 (800) 690-6903	www.proxyvote.com	Macy’s, Inc. c/o Broadridge 51 Mercedes Way Edgewood, NY 11717	QR code with your mobile device
Over the Internet during the Annual Meeting at www.virtualshare holdermeeting.com/ M2022	by telephone 24/7 at 1 (800) 690-6903	over the Internet 24/7 at www.proxyvote.com	by mailing your completed proxy to: Macy’s, Inc. c/o Broadridge 51 Mercedes Way Edgewood, NY 11717	by scanning the QR code with your mobile device

If your shares are held in “street name” with a broker or similar party, you have a right to direct that organization on how to vote the shares held in your account. You can vote by returning your voting instruction card, or by following the instructions for voting via telephone or the internet, as provided by the broker or other organization. Street name holders may also vote online during the Annual Meeting.

If you are a participant in our 401(k) Retirement Investment Plan, you may attend and participate in the Annual Meeting, but you will not be able to vote the shares held in this plan electronically during the Annual Meeting. You must vote in advance of the Annual Meeting online, by phone, or by mail.

NOTICE OF THE 2022 ANNUAL MEETING OF SHAREHOLDERS OF MACY’S, INC.

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by completing and returning your proxy card or voting instruction card promptly, or by voting by telephone or over the Internet, prior to the Annual Meeting to ensure that your shares will be represented.

VIRTUAL MEETING PARTICIPATION

Any shareholder can attend and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/M2022. The webcast will start at 11:00 a.m. Eastern Time. You will need the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials (or on your proxy card or voting instruction card if you receive printed proxy materials) to vote and submit questions in advance of or during the Annual Meeting.

Additional information on how you can attend and participate in the virtual Annual Meeting is set forth under “Annual Meeting and Voting Information” in the accompanying proxy statement.

	By Order of the Board of Directors,
	ELISA D. GARCIA
	Secretary

April 1, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 20, 2022.

The Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K for the year ended January 29, 2022 are available at www.proxyvote.com and www.macysinc.com. Proxy materials or a Notice of Internet Availability of Proxy Materials are first being made available, released, or mailed to shareholders on April 1, 2022.

VOLUNTARY ELECTRONIC DELIVERY OF PROXY MATERIALS

We encourage our shareholders to enroll in voluntary e-delivery for future proxy materials. Electronic delivery is convenient and provides immediate access to these materials. This will help us save printing and mailing expenses and reduce our impact on the environment. Follow the simple instructions at www.proxyvote.com.

PROXY STATEMENT

TABLE OF CONTENTS

1	PROXY STATEMENT
1	PROXY SUMMARY
5	ITEM 1. ELECTION OF DIRECTORS
6	Nominees for Election as Directors
13	FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
13	Attendance at Board Meetings
13	Communications with the Board
13	Shareholder Engagement
13	Director Independence
14	Board Leadership Structure
15	Lead Independent Director
16	Risk Oversight
17	Committees of the Board
20	Director Nomination and Qualifications
22	Skills Matrix
24	Director Nominations by Shareholders
25	Retirement Policy
25	Resignation Policy
25	Corporate Governance Principles and Code of Business Conduct and Ethics
25	Fiscal 2021 Director Compensation Program
26	Director Retirement Plan
26	Director Compensation Program Review
27	Fiscal 2021 Non-Employee Director Compensation Table
28	Director Stock Ownership Guidelines; Hedging/Pledging Policy
29	CORPORATE RESPONSIBILITY
29	Our Approach To Corporate Responsibility and ESG
30	Highlights
33	ITEM 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
33	Fees Paid to Independent Registered Public Accounting Firm
34	Policy and Procedures for Pre-Approval of Non-Audit Services by Outside Auditors
35	REPORT OF THE AUDIT COMMITTEE
36	ITEM 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
37	ITEM 4. APPROVAL OF THE MACY’S, INC. EMPLOYEE STOCK PURCHASE PLAN
41	COMPENSATION COMMITTEE REPORT
42	COMPENSATION DISCUSSION & ANALYSIS
42	Executive Summary
44	2022 Compensation Program Design Highlights
45	Summary of March 2022 Compensation Actions
46	Highlights of Our Executive Compensation Program
49	2021 Short-Term and Long-Term Incentive Programs
50	Executive Compensation Practices
51	The Key Elements of Executive Compensation
55	How We Determine Executive Compensation
56	How We Set Executive Compensation
57	Executive Compensation Governance
59	Non-GAAP Metrics
60	Forwarding Looking Statements
61	COMPENSATION OF THE NAMED EXECUTIVES FOR 2021
61	Our Named Executive Officers
63	2021 Summary Compensation Table
64	Plan-Based Awards
69	Post Retirement Compensation
73	Potential Payments Upon Termination or Change in Control
80	CEO Pay Ratio
81	OUR COLLEAGUE COMPENSATION PHILOSOPHY
82	STOCK OWNERSHIP
84	POLICY ON RELATED PERSON TRANSACTIONS
86	ANNUAL MEETING AND VOTING INFORMATION
86	Virtual Annual Meeting
86	Record Date
86	Confidential Shareholder Voting Policy
87	Quorum
87	Vote Required For Each Proposal and Board Recommendation
87	Majority Vote Standard for Director Election
88	Broker Non-Votes
88	Methods of Voting
89	Revoking Your Proxy
89	Electronic Delivery of Proxy Statement and Annual Report
89	Shareholders Sharing the Same Address
90	SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS
91	OTHER MATTERS
93	APPENDIX A MACY’S, INC. EMPLOYEE STOCK PURCHASE PLAN

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    i

PROXY STATEMENT

We are providing the enclosed proxy materials to you in connection with the solicitation by the board of directors (the Board) of Macy’s, Inc. (Macy’s or the Company) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 20, 2022 (the Annual Meeting). We began giving these proxy materials to our shareholders on April 1, 2022.

PROXY SUMMARY

This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting.

2022 ANNUAL MEETING OF SHAREHOLDERS

	WHEN		WHERE		RECORD DATE
	May 20, 2022 11:00 a.m. Eastern Time		The Annual Meeting will be held virtually via live webcast and can be accessed online at www.virtualshare holdermeeting.com/M2022		Shareholders of record at the close of business on March 24, 2022 are entitled to notice of, and to attend and vote during the Annual Meeting

PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)

Over the Internet
during the Annual
Meeting at
www.virtualshare
holdermeeting.com/
M2022 by telephone 24/7 at
1 (800) 690-6903 over the Internet 24/7 at
www.proxyvote.com by mailing your
completed proxy to:
Macy’s, Inc.
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717 by scanning the
QR code with your
mobile device

If your shares are held in “street name” with a broker or similar party, you have a right to direct that organization on how to vote the shares held in your account. You can vote by returning your voting instruction card, or by following the instructions for voting via telephone or the internet, as provided by the broker or other organization. Street name holders may also vote online during the Annual Meeting. If you are a participant in our 401(k) Retirement Investment Plan, you may attend and participate in the Annual Meeting, but you will not be able to vote the shares held in this plan electronically during the Annual Meeting. You must vote in advance of the Annual Meeting online, by phone, or by mail.

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    1

PROXY SUMMARY

VOTING MATTERS

Item					Board’s Recommendation		See page
1	Election of 13 directors named below to Macy’s board of directors to serve until the next annual meeting
	·Francis S. Blake	·Marie Chandoha	·Jill Granoff	·Sara Levinson		FOR each nominee	6
	·Torrence N. Boone	·Deirdre P. Connelly	·Leslie D. Hale	·Paul C. Varga
	·John A. Bryant	·Jeff Gennette	·William H. Lenehan	·Tracey Zhen
	·Ashley Buchanan
2	Ratification of the appointment of KPMG LLP as Macy’s independent registered public accounting firm for the fiscal year ending January 28, 2023					FOR	33
3	Advisory vote to approve named executive officer compensation					FOR	36
4	Approval of the Macy’s, Inc. Employee Stock Purchase Plan					FOR	37

CORPORATE GOVERNANCE HIGHLIGHTS

We believe that good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and our shareholders. Our corporate governance policies and practices include:

HIGHLIGHTS OF CORPORATE GOVERNANCE

	12 of 13 Director nominees are independent		Lead independent director
	Annual Board and Committee evaluations		Majority voting in uncontested director elections
	Annual election of all directors		No shareholder rights plan
	Board and Committee oversight of risk		Policy prohibiting pledging and hedging ownership of Macy’s stock
	Confidential shareholder voting policy		Proxy access
	Director resignation policy		Regular executive sessions of independent directors
	Director retirement policy		Share ownership guidelines for directors and executive officers
	Diverse Board in terms of gender, ethnicity, experience and skills		One share, one vote policy
	Independent Board Committees

2    investors.macysinc.com

PROXY SUMMARY

NOMINEES FOR DIRECTOR

	Finance/Accounting Corporate Governance	Retail Risk Management
			Director			Other Current Public Company	Key Committee Membership*
Name/Age	Experience		Since	Principal Occupation	Independent	Boards	A	CMD	F	NCG
Francis S. Blake (72)	· Senior Leadership · Finance/Accounting · Corporate Governance	· Global/ International · Retail · Risk Management	2015	Former Chairman and CEO, The Home Depot, Inc.		1
Torrence N. Boone (52)	· Senior Leadership · Global/International · Retail · Marketing/Brand Management	· eCommerce · Investment Banking	2019	Vice President, Global Client Partnerships, Alphabet Inc.		0
John A. Bryant (56)	· Senior Leadership · Finance/Accounting · Corporate Governance · Global/International	· Retail · Risk Management · Cybersecurity	2015	Former Chairman, President and CEO, Kellogg Company		3
Ashley Buchanan(48)	· Senior Leadership · Finance/Accounting · Retail · Marketing/Brand Management	· eCommerce · Supply Chain · Global sourcing	2021	CEO, The Michaels Companies, Inc.		2
Marie Chandoha (60)	· Senior Leadership · Finance/Accounting · Corporate Governance · Investment Banking	· Capital Markets · Risk Management · Technology Innovation	2022	Former President and Chief Executive Officer, Charles Schwab Investment Management, Inc.		1
Deirdre P. Connelly (61)	· Senior Leadership · Human Resources · Global/International	· Marketing/Brand Management	2008	Former President, North American Pharmaceuticals, GlaxoSmithKline		2
Jeff Gennette (60)	· Senior Leadership · Retail · Marketing/Brand Management	· eCommerce · Risk Management	2016	Chairman of the Board and CEO, Macy’s, Inc.		0
Jill Granoff (59)	· Senior Leadership · Corporate Governance · Retail	· Global/International · eCommerce · Brand Management	2022	Managing Partner, Eurazeo and Chief Executive Officer, Eurazeo Brands		0
Leslie D. Hale (49)	· Senior Leadership · Finance/Accounting · Investment Banking & Real Estate	· Investor Relations · Risk Management	2015	President and CEO, RLJ Lodging Trust		1
William H. Lenehan (45)	· Senior Leadership · Finance/Accounting · Corporate Governance	· Investment Banking & Real Estate · Risk Management	2016	President and CEO, Four Corners Property Trust, Inc.		1
Sara Levinson (71)	· Senior Leadership · Corporate Governance	· Marketing/Brand Management · eCommerce	1997	Co-Founder and Director, Katapult		1
Paul C. Varga (58)	· Senior Leadership · Finance/Accounting · Corporate Governance · Global/International	· Retail · Marketing/Brand Management · Risk Management	2012	Former Chairman and CEO, Brown-Forman Corporation		1
Tracey Zhen (45)	· Senior Leadership · eCommerce · Finance/Accounting	· Investment Banking	2021	President, Zipcar, a subsidiary of Avis Budget Group, Inc.		0

Committee Information:

A	Audit	CMD	Compensation and Management Development		Committee Chair
F	Finance	NCG	Nominating and Corporate Governance		Committee Member

*Marna C. Whittington, who is currently serving as a Non-Employee Director, has not been nominated to stand for reelection and will retire from the Board as of the date of the Annual Meeting in accordance with our director retirement policy. Ms. Whittington is currently the Chair of the Finance Committee.

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    3

PROXY SUMMARY

Our director nominees provide an effective mix of experience and perspectives, as well as gender, age and racial/ethnic diversity.

EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program and our methodology for setting pay opportunities and approving payouts are discussed in the Compensation Discussion & Analysis (CD&A on page 42).

4    investors.macysinc.com

ITEM 1. ELECTION OF DIRECTORS

In accordance with the recommendation of the Nominating and Corporate Governance (NCG) Committee, the Board has nominated the following individuals for election as directors. Each nominee is currently a member of the Board. If elected, each nominee will serve for a one-year term expiring at our annual meeting of shareholders in 2023 or until his or her successor is duly elected and qualified.

Marna C. Whittington, who has served as a director since June 1993, has not been nominated to stand for reelection and will retire from the Board as of the date of the Annual Meeting in accordance with our director retirement policy. We thank Dr. Whittington for her many years of service to Macy’s and our shareholders. Effective as of the Annual Meeting, the Board has approved the reduction of the size of the Board from fourteen to thirteen members.

Information regarding the director nominees is set forth below. Ages are as of March 24, 2022. The criteria considered and process undertaken by the NCG Committee in recommending qualified director candidates is described under “Further Information Concerning the Board of Directors — Director Nomination and Qualifications.”

Each nominee has agreed to serve if elected. If any nominee becomes unavailable to serve before the Annual Meeting, the Board may designate a substitute nominee and the persons named as proxies may, in their discretion, vote your shares for the substitute nominee. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting.

The Board recommends that you vote FOR the election of each of the nominees named below, and your proxy will be so voted unless you specify otherwise.

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    5

ITEM 1. ELECTION OF DIRECTORS

NOMINEES FOR ELECTION AS DIRECTORS:

COMMITTEES · CMD (Chair) · Finance OTHER CURRENT PUBLIC DIRECTORSHIPS · Delta Air Lines, Inc. PREVIOUS PUBLIC DIRECTORSHIPS DURING LAST FIVE YEARS · The Procter & Gamble Company (until 2021)	FRANCIS S. BLAKE	Director since November 2015
	FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE HOME DEPOT, INC.
	Age 72 |  Independent
	CURRENT AND PAST POSITIONS · Chairman of The Home Depot, Inc., a multinational home improvement retailer, from2007 until his retirement in 2015. · Chief Executive Officer of The Home Depot, Inc. from 2007 to 2014. · Vice Chairman of The Home Depot, Inc. from 2006 to 2007. · Executive Vice President — Business Development and Corporate Operations of The Home Depot, Inc. from 2002 to2007. In this position, Mr. Blake was responsible for the company’s real estate, store construction, credit services, strategic business development, growth initiatives, and international and home services businesses. · Prior to his affiliation with The Home Depot, Inc., Mr. Blake served in a variety of executive positions at General Electric Company from 1992 to 2001, including as Senior Vice President, Corporate Business Development in charge of all worldwide mergers, acquisitions and dispositions and identification of strategic growth opportunities. · U.S. Deputy Secretary of Energy from 2001 to 2002.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Mr. Blake has extensive leadership experience as a former Chief Executive Officer and senior executive of large publicly-traded companies with global operations. He has extensive background in strategy and general management of large organizations and significant knowledge of the retail consumer industry, supply chain, merchandising, customer service, growth initiatives, and evolving market practices. Mr. Blake has several years of valuable experience as a public company board member and expertise in finance, risk management, strategy and governance through his service on board committees.

COMMITTEES · Audit · NCG PREVIOUS PUBLIC DIRECTORSHIPS DURING LAST FIVE YEARS · The Finish Line, Inc. (until 2018)	TORRENCE N. BOONE	Director since December 2019
	VICE PRESIDENT, GLOBAL CLIENT PARTNERSHIPS, ALPHABET INC.
	Age 52 |  Independent
	CURRENT AND PAST POSITIONS · Vice President, Global Client Partnerships of Alphabet Inc., a multinational technology company, since 2010. · CEO of Enfatico, a full-service, integrated agency, from 2008 to 2010. · Senior executive at Digitas from 2001 to 2008 and previously at Avenue A (now Razorfish). · Mr. Boone began his career at Bain & Company where he was a senior manager and advised a broad range of clients on corporate and business strategy, mergers and acquisitions, new product development and interactive strategy.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Mr. Boone has many years of experience in advertising, marketing and technology and is a seasoned professional in the ad agency world. Mr. Boone is a leader in the advertising/marketing industry and has been recognized as an advocate for ethnic diversity and inclusion in education and business. Mr. Boone has a depth of knowledge and experience in digital marketing.

6    investors.macysinc.com

ITEM 1. ELECTION OF DIRECTORS

COMMITTEES · Audit (Chair) · Finance OTHER CURRENT PUBLIC DIRECTORSHIPS · Compass Group PLC · Ball Corporation · Coca-Cola Europacific Partners PLC PREVIOUS PUBLIC DIRECTORSHIPS DURING LAST FIVE YEARS · Kellogg Company (until 2018)	JOHN A. BRYANT	Director since March 2015
	FORMER CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER OF KELLOGG COMPANY
	Age 56 |  Independent
	CURRENT AND PAST POSITIONS · Chairman of the Board of Kellogg Company, a multinational cereal and snack food producer, from 2014 to 2018. · Retired as President and Chief Executive Officer of Kellogg Company in 2017 having served in that role since 2011. · Member of the Board of Kellogg Company from 2010 to 2018. · Held various operating roles, including President Kellogg International, President Kellogg North America, and Chief Operating Officer, Kellogg Company, from 2006 to 2011. · Chief Financial Officer of Kellogg Company from 2002 to 2004 and again from 2006 to 2009. · Mr. Bryant joined Kellogg Company in 1998 and was promoted during the next four years to a number of key financial and executive leadership roles. · Mr. Bryant was a trustee of the W. K. Kellogg Foundation Trust from 2015 to 2018.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Mr. Bryant has many years of leadership experience as a Chief Executive Officer, Chief Financial Officer and senior executive of a large public company with global operations. He has extensive knowledge and expertise in accounting and financial matters, branded consumer products and consumer dynamics, crisis management, international markets, people management, the retail environment and strategy, strategic planning and cybersecurity. In addition, Mr. Bryant has several years of valuable experience as a public company board member.

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    7

ITEM 1. ELECTION OF DIRECTORS

Committees · Audit Other Current Public Directorships · The Michaels Companies, Inc. · TreeHouse Foods, Inc.	ASHLEY BUCHANAN	Director since October 2021
	Chief executive officer of The Michaels Companies, Inc.
	Age 48 |  Independent
	Current and Past Positions · Chief Executive Officer of The Michaels Companies, Inc., an arts and crafts specialty retailer, since 2020. · Member of The Michaels Companies, Inc. board of directors since 2020. · President and Chief Executive Officer Designate of The Michaels Companies, Inc. during 2020. · Executive Vice President and Chief Merchandising Officer of Walmart, Inc., U.S. eCommerce from 2019 to 2020. · Executive Vice President and Chief Merchandising Officer of Walmart, Inc., Sam’s Club from 2017 to 2019. · Mr. Buchanan joined Walmart, Inc. in 2007 as Vice President, Walmart Innovations and was promoted to various senior operating roles including Senior Vice President, Dry Grocery from 2016 to 2017 and Senior Vice President, Snacks and Beverages from 2014 to 2016. · Finance Manager at Dell, Inc. from 2004 to 2007. · Manager, Retail Practice at Accenture LLP from 1999 to 2004.	Key Qualifications, Experience and Attributes Mr. Buchanan has many years of leadership experience as a Chief Executive Officer and senior executive of large publicly-traded companies with global operations. Mr. Buchanan has extensive background in merchandising and general management of large organizations and significant knowledge of the retail consumer industry, e-commerce, global sourcing, brand strategy, pricing and supply chain.

OTHER CURRENT Public Directorships · State Street Corporation	MARIE CHANDOHA	Director since April 2022
	former president and chief executive officer, charles schwab investment management, inc.
	Age 60  |  Independent
	Current and Past Positions · President and Chief Executive Officer of Charles Schwab Investment Management, Inc., a subsidiary of The Charles Schwab Corporation, a brokerage and wealth management firm, from 2010 to 2019. · Managing Director and Global Head, Fixed Income Business of BlackRock, Inc. from 2009 to 2010, and Global Head, Fixed Income Business of Barclays Global Investors, Inc. (acquired by BlackRock, Inc. in 2009) from 2007 to 2009. · Co-Head and Senior Portfolio Manager, Montgomery Fixed Income of Wells Capital Management Incorporated from 1999 to 2007. · Senior Bond Strategist of The Goldman Sachs Group, Inc. from 1996 to 1999. · Held various leadership positions at Credit Suisse Group AG from 1986 to 1996.	Key Qualifications, Experience and Attributes Ms. Chandoha has many years of leadership experience as a former Chief Executive Officer and senior executive in the financial services industry. She has extensive knowledge and experience in investment management, capital markets, governance and risk management. Ms. Chandoha has several years of valuable experience as a public company board member and expertise in finance, risk and technical and operational innovation.

8    investors.macysinc.com

ITEM 1. ELECTION OF DIRECTORS

COMMITTEES · CMD · NCG (Chair) OTHER CURRENT PUBLIC DIRECTORSHIPS · Lincoln National Corporation · Genmab A/S	DEIRDRE P. CONNELLY	Director since January 2008
	FORMER PRESIDENT, NORTH AMERICAN PHARMACEUTICALS OF GLAXOSMITHKLINE
	Age 61 |  Independent
	CURRENT AND PAST POSITIONS · President, North American Pharmaceuticals of GlaxoSmithKline, a global pharmaceutical company, from 2009 until her retirement in 2015. · President — U.S. Operations of Eli Lilly and Company from 2005 to 2009. · Senior Vice President — Human Resources of Eli Lilly and Company from 2004 to 2005. · President, Women’s Health Business — U.S. Operations of Eli Lilly and Company from 2001 to 2003.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Ms. Connelly has many years of leadership experience as a senior executive of large publicly-traded companies with global operations. She has extensive knowledge and expertise in strategy, operations, product development, brand marketing, merchandising, risk management and compensation/benefits oversight. In addition, as a former Human Resources executive, Ms. Connelly also has valuable insight in managing a large-scale, diverse workforce.

	JEFF GENNETTE	Director since June 2016
	CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF MACY’S, INC.
	Age 60
	CURRENT AND PAST POSITIONS · Chief Executive Officer of Macy’s, Inc. since 2017, Chairman of the Board of Macy’s, Inc. since 2018. · President of Macy’s, Inc. from 2014 to 2017. · Chief Merchandising Officer from 2009 to 2014. · Chairman and Chief Executive Officer of Macy’s West in San Francisco from 2008 to 2009. · Chairman and Chief Executive Officer of Seattle-based Macy’s Northwest from 2006 to 2008.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Mr. Gennette has over three decades of experience with Macy’s which gives him unique insights to Macy’s strategy and operations. Mr. Gennette began his retail career in 1983 as an executive trainee at Macy’s West. Mr. Gennette has deep knowledge of marketing, merchandising, risk management and e-commerce with a focus on the Macy’s customer.

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    9

ITEM 1. ELECTION OF DIRECTORS

Previous Public Directorships During Last Five Years · Unibail-Rodamco-Westfield SE (until 2021)	JILL GRANOFF	Director since April 2022
	MANAGING PARTNER, EurAZEO AND CHIEF EXECUTIVE OFFICER, EURAZEO BRANDS
	Age 59  |  Independent
	Current and Past Positions · Managing Partner of Eurazeo, a global investment firm, since 2020 and Chief Executive Officer of Eurazeo Brand division since 2017. · Chief Executive Officer of Vince Holding Corp., a contemporary apparel brands, from 2013 to 2015. · Chief Executive Officer of Kellwood Company, LLC, an apparel manufacturer, from 2012 to 2013. · Chief Executive Officer of Kenneth Cole Productions Inc. from 2008 to 2011. · Executive Vice President, Direct Brands of Liz Claiborne, Inc. from 2007 to 2008 and Group President, Direct to Consumer from 2006 to 2007. · Various senior leadership positions of L Brands Inc. from 1999 to 2006, including President and Chief Operating Officer, Victoria’s Secret Beauty from 2005 to 2006 and Co-Leader and Chief Operating Officer, Victoria’s Secret Beauty from 2004 to 2005. · Various senior leadership positions at The Estée Lauder Companies Inc. from 1990 to 1999.	Key Qualifications, Experience and Attributes Ms. Granoff has over 25 years of experience leading consumer-driven companies including experience as a Chief Executive Officer and senior executive of large publicly-traded companies with global operations. Ms. Granoff is best known as a strategist and brand builder in the beauty, fashion and retail industries. Ms. Granoff has several years of valuable experience as a public company board member.

COMMITTEES · Audit · Finance OTHER CURRENT PUBLIC DIRECTORSHIPS · RLJ Lodging Trust	LESLIE D. HALE	Director since January 2015
	PRESIDENT AND CHIEF EXECUTIVE OFFICER, RLJ LODGING TRUST
	Age 49 |  Independent
	CURRENT AND PAST POSITIONS · President and Chief Executive Officer of RLJ Lodging Trust, a publicly-traded lodging real estate investment trust, since 2018. · Executive Vice President and Chief Financial Officer of RLJ Lodging Trust from 2013 to 2018, Chief Operating Officer from 2016 to 2018 and Treasurer from 2011 to 2016. · Chief Financial Officer, Treasurer and Senior Vice President of RLJ Lodging Trust from 2011 to 2013. · Chief Financial Officer and Senior Vice President of Real Estate and Finance of RLJ Development from 2007 until the formation of RLJ Lodging Trust in 2011. · Vice President of Real Estate and Finance for RLJ Development from 2006 to 2007 and Director of Real Estate and Finance from 2005 to 2006. · From 2002 to 2005, Mrs. Hale held several positions within the global financial services divisions of General Electric Company, including as a Vice President in the business development group of GE Commercial Finance, and as an Associate Director in the GE Real Estate strategic capital group. Prior to that, she was an investment banker at Goldman, Sachs & Co.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Mrs. Hale has many years of leadership experience as a senior executive of large public companies. She has extensive knowledge and experience in a wide range of financial disciplines, including corporate finance, treasury, real estate and business development. In addition, through her positions with RLJ Lodging Trust, General Electric and Goldman Sachs, Mrs. Hale also has expertise in investor relations, risk management, long-term strategic planning and mergers and acquisitions.

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ITEM 1. ELECTION OF DIRECTORS

COMMITTEES · Audit · Finance OTHER CURRENT PUBLIC DIRECTORSHIPS · Four Corners Property Trust, Inc.	WILLIAM H. LENEHAN	Director since April 2016
	PRESIDENT AND CHIEF EXECUTIVE OFFICER OF FOUR CORNERS PROPERTY TRUST, INC.
	Age 45|  Independent
	CURRENT AND PAST POSITIONS · President and Chief Executive Officer of Four Corners Property Trust, Inc., a real estate investment trust, since 2015. · Special Advisor to the Board of Directors of EVOQ Properties, Inc., an owner of a substantial portfolio of development assets in downtown Los Angeles, California, from 2012 to 2014. · Interim Chief Executive Officer of MI Developments, Inc. (now known as Granite Real Estate Investment Trust), a real estate operating company with a global net lease portfolio, during 2011. · Investment Professional at Farallon Capital Management LLC, a global institutional asset management firm, from 2001 to 2011. At Farallon Capital Management, Mr. Lenehan was involved with numerous public and private equity investments in the real estate sector.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Mr. Lenehan has many years of investment and leadership experience in the real estate industry, both in public companies and private assets. Specifically, Mr. Lenehan has relevant experience in monetizing real estate held by operating companies. Mr. Lenehan has several years of valuable experience as a public company executive and board member and expertise in strategy, finance and corporate governance through his service on board committees.

COMMITTEES · CMD · NCG OTHER CURRENT PUBLIC DIRECTORSHIPS · Harley Davidson, Inc.	SARA LEVINSON	Director since May 1997
	CO-FOUNDER AND A DIRECTOR OF KATAPULT
	Age 71 |  Independent
	CURRENT AND PAST POSITIONS · Co-Founder and a Director of Katapult (formerly known as Kandu), a digital entertainment company making products for today’s creative generation, since 2013. · Non-Executive Chairman of ClubMom, Inc., an online social networking community for mothers, from 2002 to 2008. · Chairman and Chief Executive Officer of ClubMom, Inc. from 2000 to 2002. · President of the Women’s Group of publisher Rodale, Inc. from 2002 to 2005. · President of NFL Properties, Inc. from 1994 to 2000, where she oversaw a $2 billion consumer products and e-commerce division, corporate sponsorship, marketing, special events, club services and publishing.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Ms. Levinson has many years of leadership experience as a former senior executive of several major consumer-oriented companies in the publishing, entertainment, and sports licensing industries. She has extensive knowledge and expertise in marketing, merchandising and trademark licensing. In addition, she has expertise in social networking, e-commerce and technology innovation. Ms. Levinson has several years of valuable experience as a public company board member and expertise in strategy, governance and executive compensation through her service on board committees.

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ITEM 1. ELECTION OF DIRECTORS

COMMITTEES · CMD · Finance OTHER CURRENT PUBLIC DIRECTORSHIPS · Churchill Downs Incorporated PREVIOUS PUBLIC DIRECTORSHIPS DURING LAST FIVE YEARS · Brown-Forman Corporation (until 2019)	PAUL C. VARGA	Director since March 2012
	FORMER CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF BROWN-FORMAN CORPORATION
	Age 58 |  Independent
	CURRENT AND PAST POSITIONS · Chairman and Chief Executive Officer of Brown-Forman Corporation, a spirits and wine company, from 2007 until his retirement in 2019. · President and Chief Executive Officer of Brown-Forman Beverages (a division of Brown-Forman Corporation) from 2003 to 2005. · Global Chief Marketing Officer for Brown-Forman Spirits from 2000 to 2003.	KEY QUALIFICATIONS, EXPERIENCE AND ATTRIBUTES Mr. Varga has many years of leadership experience as the Chief Executive Officer of a global, publicly-traded consumer products company. He has extensive knowledge and experience in corporate finance, strategy, building brand awareness, product development, marketing, distribution and sales. In addition, Mr. Varga has several years of valuable experience as a public company board member.

Committees · NCG	TRACEY ZHEN	Director since October 2021
	President, zipcar, a subsidiary of avis budget group, inc.
	Age 45|  Independent
	Current and Past Positions · President, Zipcar, a car sharing company and a subsidiary of Avis Budget Group, Inc., since 2017. · Various senior positions with TripAdvisor, Inc. from 2012 to 2016 including Vice President and General Manager, Housetrip, Vice President, Vacation Rental Supply and Vice President and General Manager, FlipKey. · Senior positions at Expedia, Inc. from 2006 to 2011. · Analyst, Investment Banking at Bears Stearns * Co., Inc. (now JPMorgan Chase & Co.) from 1998 to 2000.	Key Qualifications, Experience and Attributes Ms. Zhen has many years of experience in the consumer technology industry including senior management roles. Ms. Zhen has extensive experience and knowledge in business strategy, finance, operations, product development and marketing.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

ATTENDANCE AT BOARD MEETINGS

Our Board held eight meetings during the fiscal year ended January 29, 2022 (fiscal 2021). All of our directors attended more than 75% of the meetings held during fiscal 2021 of the Board and Committees on which they served (held during the period in which the director served).

We expect our directors to make reasonable efforts to attend annual meetings of shareholders. All Company directors serving at the time of our most recent annual meeting of shareholders held in May 2021 attended such meeting.

COMMUNICATIONS WITH THE BOARD

You may communicate with the full Board, the Audit Committee, the lead independent director, the other Non-Employee Directors, or any individual director by email to Directors@macys.com or by mail to Macy’s, Inc., 151 West 34th Street, New York, New York 10001, Attn: Chief Legal Officer. Please indicate to whom the communication is addressed. All communications are reviewed by the Corporate Secretary’s Office and are forwarded to the appropriate director(s) except those that are clearly unrelated to the duties and responsibilities of the Board or that are abusive, repetitive, in bad taste or that present safety or security concerns may be handled differently. Communications we receive that relate to accounting, internal accounting controls or auditing matters will be referred to the Audit Committee unless the communication is directed otherwise. You may communicate anonymously and/or confidentially.

SHAREHOLDER ENGAGEMENT

We welcome the opportunity to engage with our shareholders to inform, solicit feedback and understand their perspectives on strategy and performance, governance and other matters of mutual interest and importance. Over the last year members of our senior management, investor relations and corporate governance teams participated in numerous outreach activities with analysts and institutional investors, including investor conferences, and small-group and one-on-one meetings and conference calls. We offer shareholders several ways to communicate with the Company and members of the Board, including through our investor relations website, our quarterly earnings webcasts and our annual shareholders meeting.

In the fall of 2021, we reached out to 21 shareholders, including 17 of our top shareholders, representing approximately 55% of our outstanding shares (as of June 30, 2021), as well as major proxy advisory firms to provide an update on and seek dialog and feedback regarding our governance practices and compensation programs. Ultimately, we held telephonic meetings with governance representatives of shareholders representing more than 28% of our outstanding shares (as of June 30, 2021). Engagement topics included our Polaris strategy, diversity, equity and inclusion, total rewards (including key features of our executive compensation plans for 2021) and our governance profile. Shareholders were appreciative of the transparency and acknowledged our strong diversity, equity and inclusion initiatives, and generally expressed alignment with our compensation programs, with some providing suggestions for the Company to consider in developing 2022 programs. Following our off-season outreach, we provided an overview of the discussions and feedback to the applicable Board committees.

DIRECTOR INDEPENDENCE

Our Corporate Governance Principles require that a majority of the Board consist of directors who the Board has determined are independent under the independence standards adopted by the Board, which comply with the listing standard of the New York Stock Exchange (NYSE). Accordingly, the Board has adopted Standards for Director Independence to assist the Board in determining director independence, which require that the Board consist of directors who the Board has determined do not have any material relationship with the Company and who are otherwise independent. Listed below are the Board’s independence standards, which are also disclosed on our website at www.macysinc.com/investors/corporate-governance/governance-documents:

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

● The director may not be an employee and no member of the director’s immediate family may be an executive officer of Macy’s or any of its subsidiaries, currently or within the preceding 36 months. For purposes of the standards, “immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than domestic employees) who shares the person’s home.

● The director or any member of his or her immediate family may not receive, or have received, during any 12-month period within the preceding 36 months, direct compensation of more than $120,000 per year from Macy’s or any of its subsidiaries. Exceptions include director and committee fees and pension or other forms of deferred compensation for prior service that is not contingent on continued service or, in the case of an immediate family member, compensation for service as a non-executive employee.

● The director is not a current partner or employee of a firm that is Macy’s internal or external auditor; no member of the director’s immediate family is a current partner of such firm, or an employee of such a firm and personally works on Macy’s audit; or neither the director nor any member of his or her immediate family was within the last three years a partner or employee of such a firm and personally worked on Macy’s audit within that time.

● The director is not a current employee and no member of his or her immediate family is a current executive officer of a company that makes payments to, or receives payments from, Macy’s for property or services in any of the last three fiscal years in an amount which exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues.

● The director does not serve as an executive officer of a charitable or non-profit organization to which Macy’s has made contributions that, in any of the last three fiscal years, exceed the greater of $1 million or 2% of the charitable or non-profit organization’s consolidated gross revenues.

● Neither the director nor a member of the director’s immediate family is employed as an executive officer (and has not been employed for the preceding 36 months) by another company where any of Macy’s present executive officers at the same time serves or served on that company’s compensation committee.

Our Board has determined that each of the following Non-Employee Director nominees qualifies as independent under NYSE rules and satisfies our Standards for Director Independence: Francis Blake, Torrence Boone, John Bryant, Ashley Buchanan, Marie Chandoha, Deirdre Connelly, Leslie Hale, Jill Granoff, William Lenehan, Sara Levinson, Paul Varga and Tracey Zhen. Our Board also determined that Marna C. Whittington, who is currently serving as a Non-Employee Director and has not been nominated to stand for reelection, qualifies as independent under NYSE rules and satisfies our Standards for Director Independence. Jeff Gennette is employed by the Company and therefore does not meet the independence standards set forth under the NYSE rules and our Standards for Director Independence.

As part of its independence determination, the NCG Committee reviewed each director’s employment status and other board commitments and, where applicable, each director’s (and his or her immediate family members’) affiliation with consultants, service providers or suppliers of the Company and transactions, relationships, and arrangements with the Company. With respect to each Non-Employee Director, the NCG Committee determined that either the director or immediate family member was not employed by a company providing goods or services to Macy’s or the amounts involved were below the monetary thresholds set forth in the Standards for Director Independence as noted above.

BOARD LEADERSHIP STRUCTURE

Our Corporate Governance Principles provide that our Board is free to elect its Chairman and the Chief Executive Officer (CEO) in the manner the Board considers to be in the best interests of the Company at any given point in time. These positions may be filled by one individual or by two different individuals. If the Chairman is not an independent director, the Board will designate a lead independent director.

Our Chairman and CEO functions currently are performed by a single individual. Our Board believes this combined leadership model works well. When combined with the current composition of the Board, the use of a lead independent director, and the other elements of our corporate governance structure, the combined CEO and Chairman position strikes an appropriate balance between strong and consistent leadership and independent and effective oversight of our business and affairs.

Mr. Gennette is an experienced retail executive and long-time employee with several years of board experience. As CEO, he has the primary responsibility of developing corporate strategy and managing our day-to-day business operations. As a board member, he understands the responsibilities and duties of a director and is well positioned to 1) chair regular Board meetings; 2) provide direction to management regarding the needs, interests and opinions of the Board; and 3) monitor

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

key business issues and shareholder matters that are brought to the attention of the Board. As both CEO and Chairman, Mr. Gennette promotes unified leadership and direction for the Board and management. In addition, strong corporate governance structure and process enables our independent directors to continue to effectively oversee management and key issues such as strategy, risk and integrity. Board committees are comprised solely of independent directors. As such, independent directors oversee critical matters, including the integrity of our financial statements, the compensation of our CEO and management executives, financial commitments for capital projects, the selection and annual evaluation of directors, and the development and implementation of corporate governance programs.

Our Board and each Board committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as appropriate. The Non-Employee Directors, all of whom are independent, meet in executive session without management either before or after regularly scheduled Board and Board committee meetings to discuss various issues and matters including the effectiveness of management, as well as our performance and strategic plans.

LEAD INDEPENDENT DIRECTOR

Since our Chairman and CEO functions currently are performed by a single individual, the Board elected Paul Varga to serve as Lead Independent Director for a two-year term commencing in May 2021.

Under our Lead Independent Director Policy, the lead independent director has the following responsibilities:

Functions as Liaison with the Chairman and/or the CEO	Board Membership and Performance Evaluation
· Serves as liaison between the independent directors and the Chairman and/or the CEO (although all directors have direct and complete access to the Chairman and/or CEO at any time as they deem necessary or appropriate)	· Provides input, when appropriate, to the chair of the NCG Committee with respect to the annual Board and committee evaluation process
· Communicates Board member feedback to the Chairman and/or CEO	· Advises the NCG Committee and Chairman on the membership of the various Board committees and the selection of committee chairpersons
Meetings of Independent Directors	Shareholder Communication
· Has the authority to call meetings of the independent directors	· Is regularly apprised of inquiries from shareholders and involved in correspondence responding to these inquiries, when appropriate
· Approves the agenda for executive sessions of the independent directors	· If requested by shareholders or other stakeholders, ensures that he/she is available, when appropriate, for consultation and direct communication
Presides at Executive Sessions/Committee Meetings	Approves Appropriate Provision of Information to the Board Such as Board Meeting Agendas and Schedules
· Presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors	· Consults with the Chairman on, and approves when appropriate, the information sent to the Board, including the quality, quantity and timeliness of such information, as well as approving meeting agendas
	· Facilitates the Board’s approval of the number and frequency of Board meetings, and approves meeting schedules to ensure there is adequate time for discussion of all agenda items

The lead independent director is selected from among the Non-Employee Directors. The chair of the NCG Committee and management discuss candidates for the Lead Independent Director position, and consider many of the same types of criteria as candidates for the chair of Board committees including:

● Tenure

● Previous service as a Board committee chair

● Diverse experience

● Participation in and contributions to activities of the Board

● Time commitment

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

The chair of the NCG Committee recommends for consideration by the NCG Committee a nominee for lead independent director every two years (or as required to address any vacancy in the position). If the NCG Committee approves the nominee, it will recommend the Board elect the nominee as lead independent director at its next regularly scheduled meeting.

RISK OVERSIGHT

Enterprise Risk Assessment

We have an enterprise risk management program that identifies and prioritizes enterprise risks. At Board and committee meetings throughout the year, management discusses the risk exposures identified as being most significant to the Company and actions that management may take to monitor the exposures. The program utilizes a network of functional experts with managerial responsibility for various aspects of enterprise risk management.

The Audit Committee is responsible for discussing policies with respect to the Company’s risk assessment and risk management, including possible risks related to data privacy, computerized information controls, cybersecurity, and to consider any recommendations for improvement of such controls. The chairman of the Audit Committee updates the full Board on these discussions.

The Audit Committee, and the full Board when appropriate, receives regular updates from management on IT security, internal and external security reviews, data protection, risk assessments, breach preparedness, response plans and consumer privacy compliance in overseeing our cybersecurity risk management program. The NCG Committee oversees Environmental, Social and Governance (ESG) risks and mitigation strategies, including supply chain human rights, and the Compensation and Management Development (CMD) Committee oversees human capital related risks.

During 2021, the cross-functional team assembled in 2020 to continuously monitor the impact of the COVID-19 outbreak on our business operations and implement measures to manage liquidity and other risks continued its response to the ever-changing safety and legal landscape surrounding the pandemic. The emergency procedures instituted have transitioned to normal operations.

Macy’s management is responsible for the development and implementation of our ESG strategies and programs. Ultimate oversight by our Board of Directors is included in its committee charters and practices. See “Corporate Responsibility.”

Compensation Risk Assessment

The CMD Committee reviews risks associated with out executive compensation program and evaluates the potential for unintended risk associated with the design of the program.

Our internal compensation team analyzed our 2021 executive compensation program to determine the potential for incentive plan provisions or design features that could exacerbate or incentivize business risk. Consistent with prior year’s conclusions, our analysis indicated our compensation program is well-designed and does not create material risk for the Company. The program also includes a number of features that mitigate risk and protect against the potential for unintended consequences. The analysis was reviewed by our Chief Legal Officer and Semler Brossy Consulting Group LLC (Semler Brossy), the independent compensation consultant to the CMD Committee and discussed with the CMD Committee.

Our review noted the following features of our executive compensation program:

● Appropriate pay philosophy, peer group and market positioning to support talent needs and business objectives

● Effective balance in:

o Cash and equity mix

o Short- and long-term performance focus

o Performance objectives set with a reasonable probability of achievement

o Use of multiple performance metrics in the incentive plans

● Focused on critical 2021 business priorities in light of significant business disruption caused by the COVID-19 pandemic, as well as absolute and relative stock price appreciation

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

● Ability of the CMD Committee to use discretion to reduce amounts earned based on a subjective evaluation of quality of earnings, individual performance and other relevant factors

● Meaningful risk mitigators are in place, including 1) substantial stock ownership guidelines and retention ratios; 2) clawback provisions; 3) anti-hedging/pledging policies; and 4) independent CMD Committee oversight

COMMITTEES OF THE BOARD

The following standing committees of the Board were in existence throughout fiscal 2021: Audit Committee, Compensation and Management Development Committee, Finance Committee, and Nominating and Corporate Governance Committee. Committee memberships noted below reflect committee composition as of as of March 24, 2022.

Audit Committee		Number of Meetings in Fiscal 2021   10
· John A. Bryant · Torrence N. Boone · Ashley Buchanan · Leslie D. Hale · William H. Lenehan · Marna C. Whittington	The Audit Committee was established in accordance with the applicable requirements of the Securities Exchange Act of 1934 and the NYSE. Its charter is available on our website at www.macysinc.com/investors/corporate-governance/governance-documents. All current members of the Audit Committee are independent under our Standards for Director Independence and the NYSE independence standards and applicable SEC rules. The Board has determined that all members are financially literate for purposes of NYSE listing standards, and that Mr. Bryant qualifies as an “audit committee financial expert” because of his business experience, understanding of generally accepted accounting principles and financial statements, and educational background. Mr. Bryant currently serves on the audit committee of three public companies in addition to Macy’s, Inc. The Board has determined that such simultaneous service does not impair Mr. Bryant’s ability to effectively serve on the Macy’s, Inc. Audit Committee. RESPONSIBILITIES · assist the Board in its oversight of the integrity of the Company’s financial statements, compliance with legal and regulatory requirements, qualifications and independence of the Company’s independent auditors and the performance of the Company’s independent auditors and internal audit function; · discuss policies with respect to the Company’s risk assessment and risk management, including possible risks related to data privacy, computerized information controls, cybersecurity, and to consider any recommendations for improvement of such controls; · prepare the audit committee report for inclusion in the Company's annual proxy statement; and · review sustainability disclosures. See “Report of the Audit Committee” for further information regarding certain reviews and discussions undertaken by the Audit Committee.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Compensation and Management Development Committee		Number of Meetings in Fiscal 2021   5
· Francis S. Blake · Deirdre P. Connelly · Sara Levinson ·  Paul C. Varga	The charter for the CMD Committee is available on our website at www.macysinc.com/investors/corporate-governance/governance-documents. All current members of the CMD Committee are independent under our Standards for Director Independence and the NYSE independence standards and applicable SEC rules, and are “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934. RESPONSIBILITIES · make recommendations regarding the Company’s overall compensation philosophy and strategy; · design and administer the Company’s policies, programs and procedures for the compensation of the Company’s executives; · oversee the Company’s strategies and initiatives in support of a diverse and inclusive company culture; · oversee employee benefit programs; and · ensure appropriate succession plans for the CEO and key executive positions.

Finance Committee		Number of Meetings in Fiscal 2021   9
· Marna C. Whittington · Francis S. Blake · John A. Bryant · Leslie D. Hale · William H. Lenehan · Paul C. Varga	The charter for the Finance Committee is available on our website at www.macysinc.com/ investors/corporate-governance/governance-documents. All current members of the Finance Committee are independent under our Standards for Director Independence and the NYSE independence standards. RESPONSIBILITIES · review with the appropriate officers of the Company and consider and approve and/or provide information with respect to the following: o the financial considerations relating to leases and licenses and the acquisition of businesses or divestiture of Company operations (within the parameters set forth in the charter); o debt or equity transactions, including, for example, financings, refinancings, the issuance of new common or preferred stock, debt repurchases and stock repurchase programs, that require Board approval; o changes in the financial policy or structure of the Company as may have a material financial impact on the Company as a whole; o capital projects, whether or not included in the capital budget, investments in any entity on behalf of the Company and other financial commitments that require Finance Committee review and approval (where the cost or undertaking associated therewith is between $25 million and $50 million) and that require Board approval (where the cost or undertaking associated therewith is in excess of $50 million); o Company consolidations of operations that require Finance Committee review and approval (where the projected cost of the consolidation is between $25 million and $50 million) and that require Board approval (where the projected cost of the consolidation exceeds $50 million); and o long-term business/financial plan and long-term capital plan prepared by management and recommend the plans to the Board of Directors for approval.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Nominating and Corporate Governance Committee		Number of Meetings in Fiscal 2021  6
·  Deirdre P. Connelly   · Torrence N. Boone · Sara Levinson · Tracey Zhen	The charter for the NCG Committee is available on our website at www.macysinc.com/investors/corporate-governance/governance-documents. All current members of the NCG Committee are independent under our Standards for Director Independence and the NYSE independence standards. RESPONSIBILITIES · identify and recommend to the Board for election at the annual meeting of shareholders and/or appointment qualified candidates for membership on the Board and its committees, consistent with criteria approved by the Board; · oversee the evaluation of the Board; · oversee the Company’s corporate governance practices; · periodically review and report to the Board with respect to director compensation and benefits and make recommendations to the Board as the Committee deems appropriate; and · oversee the Company’s programs, policies and practices relating to charitable, political, social, environmental and human rights issues, impacts and strategies. .

Committee Chair Financial Expert

Digital Innovation Task Force

The Digital Innovation Task Force is made up of three directors, Torrence Boone, Ashley Buchanan and Tracey Zhen and senior members of our digital, merchandising and data science teams who focus on topics related to digital innovation, customer trends, emerging concepts and potential investments or partnerships that could shape our future Digital Strategy.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

DIRECTOR NOMINATION AND QUALIFICATIONS

Our By-Laws provide that director nominations may be made by or at the direction of the Board. The NCG Committee is charged with identifying potential Board members and recommending qualified individuals to the Board for its consideration. The NCG Committee is authorized to employ third-party search firms to identify potential candidates. In evaluating candidates, the NCG Committee considers, among other things:

● personal qualities and characteristics, accomplishments and reputation in the business community

● knowledge of the communities in which the Company does business and the retail industry or other industries relevant to our business

● relevant experience and background that would benefit the Company

● ability and willingness to commit adequate time to Board and committee matters

● the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and its shareholders

● diversity of viewpoints, background, experience and demographics including gender and ethnicity

The NCG Committee also considers whether individuals satisfy the independence criteria set forth in the NYSE listing standards and our Standards for Director Independence, together with any special criteria applicable to service on various standing committees of the Board. The NCG Committee does not have a formal policy with respect to diversity. Our Board and the NCG Committee believe it is desirable that Board members represent diversity of gender, race and national origin, as well as diversity of viewpoints, background, experience and demographics.

The NCG Committee continuously reviews the skills and experiences of current Board members and those that the Company needs and will require in the future. The NCG Committee also reviews potential new director candidates on a regular basis. Candidates for nomination to the Board may be suggested by current directors, management, shareholders, or a third-party search firm engaged to assist with director recruitment. Since 2006, the NCG Committee has retained an independent director search firm, Heidrick & Struggles, to identify and evaluate potential director candidates. The NCG Committee generally provides the search firm with guidance as to the skills, experience, and qualifications that the NCG Committee is seeking in potential candidates, and the search firm identifies candidates for the NCG Committee’s consideration. The firm provides background information on potential candidates and, if directed, makes initial contact with potential candidates to assess their interest in becoming a director of Macy’s. The NCG Committee members, the CEO, the lead independent director and at times other members of the Board, meet with and interview potential candidates. Mr. Buchanan, Ms. Chandoha, Ms. Granoff and Ms. Zhen, who are standing for election by shareholders for the first time, were recommended to the NCG Committee by the director search firm.

The NCG Committee generally identifies nominees by first assessing whether the current members of the Board continue to provide the appropriate mix of knowledge, skills, judgment, experience, diversity, differing viewpoints and other qualities necessary to the Board’s ability to oversee and guide the business and affairs of the Company. The Board generally nominates for re-election current members of the Board who are willing to continue in service, collectively satisfy the criteria listed above and are available to devote sufficient time and attention to the affairs of the Company. When the NCG Committee seeks new candidates for director roles, it seeks individuals with qualifications that will complement the experience, skills and perspectives of the other members of the Board. The full Board 1) considers candidates that the NCG Committee recommends; 2) considers the optimum size of the Board; 3) determines how to address any vacancies on the Board; and 4) determines the composition of all Board committees.

Although we do not have specific minimum qualifications that must be met for a candidate to be nominated as a director, below we identify and describe the key experience, qualifications and skills the NCG Committee and Board consider in determining if a director is qualified. In addition, in considering potential candidates for Board membership, among other factors, the NCG Committee reviews an individual’s diversity (including self-identified diversity characteristics) along a variety of dimensions and considers whether such individual’s diversity characteristics would complement the existing Board as a whole. The experience, qualifications, attributes and skills that the Board considered in the re-nomination of our directors are reflected in their individual biographies beginning on page 6 and the skills matrix on pages 22 – 23. The matrix is a summary; it does not include all the skills, experiences and qualifications that each director nominee offers, and if a particular experience, skill or qualification is not listed it should not suggest that a director does not possess that skill.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

	Leadership Experience:	Directors with experience in significant senior leadership positions with large organizations over an extended period provide us with special insights. Strong leaders bring vision, strategic agility, diverse and global perspectives and broad business insight to the Company. These individuals demonstrate a practical understanding of how large organizations operate, including the importance of succession planning, talent management and how employee and executive compensation is set. They possess skills for managing change and growth and demonstrate a practical understanding of organizations, operations, processes, strategy, risk management and methods to drive growth. The relevant leadership experience we seek includes a past or current leadership role in a major public company or recognized privately-held entity, especially CEO, president or other senior-level positions; a past or current leadership role at a prominent educational institution or senior faculty position in an area of study important or relevant to the Company; a past elected or appointed senior government position; or a past or current senior managerial or advisory position with a highly visible nonprofit organization.
	Finance Experience:	An understanding and comprehension of finance and related reporting processes is important for directors. We measure our operating and strategic performance by reference to financial goals, including for purposes of executive compensation. Accurate financial reporting is critical to our success. Directors who are financially literate are better able to analyze our financial statements, capital structure and complex financial transactions and ensure the effective oversight of the Company’s financial measures and internal control processes.
	Industry Knowledge and Global Business Experience:	We value directors with an international business perspective and those with experience in our high priority areas, including consumer products, customer service, omni-channel retail, licensing and merchandising. Directors with experience in global sourcing/supply chain assist management in achieving its supply chain priorities.
	Sales and Marketing Experience:	Directors who have interacted with consumers, particularly in the areas of marketing, marketing-related technology, advertising or otherwise selling products or services to consumers, provide valuable insights. They understand consumer needs and are experienced in identifying and developing marketing campaigns that might resonate with consumers, the use of technology and evolving marketing channels (such as social media, digital and e-commerce), and identifying potential changes in consumer trends and buying habits.
	Technology Experience:	Directors with an understanding of technology and cybersecurity as it relates to the retail industry, marketing and/or governance help the Company focus its efforts in developing and investing in new technologies and using technology to achieve the Company’s goals and create value.
	Real Estate Experience:	Directors with an understanding of real estate investment and development assist the Company in developing and executing our business strategies to leverage our large portfolio of stores and distribution centers.
	ESG and Public Company Board Experience:	Directors who have experience on other public company boards develop an understanding of corporate governance trends affecting public companies and the extensive and complex oversight responsibilities associated with the role of a public company director, including environmental, social and governance. They also bring an understanding of diverse business processes, challenges and strategies.

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    21

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

SKILLS MATRIX

Area of Experience	Blake	Boone	Bryant	Buchanan	Chandoha	Connelly	Gennette
Leadership Experience
− CEO/President/senior executive of public company
− Senior advisor to leading financial services firm
− Senior government position or appointment
− Experience in strategic planning, risk management, growth and transformation, succession planning and talent management
Finance Experience
− Financially literate
− Specific experience in investment or banking matters or as a current or former CFO
− Qualifications of an audit committee financial expert
Industry Knowledge and Global Business Experience
− Experience as senior executive or director of substantial business enterprise in relevant areas including consumer products, customer service, omni-channel retail, licensing and merchandising
− Experience in global sourcing/supply chain
Sales and Marketing Experience
− Experience in sales and/or marketing, including use of social media, e-commerce and other digital channels
Technology Experience
− Understanding of technology as it relates to retail and/or marketing
− IT Governance/Cybersecurity
Real Estate Experience
− Senior-level executive position with real estate investment company or developer
− Experience in real estate acquisition and dispositions and/or property management
ESG and Public Company Board Experience
− Environmental: Experience in managing policies on climate change, sustainability, water usage, pollutants, conservation and environmental stewardship in general either at a company, nonprofit organization or government agency
− Social: Experience in shareholder engagement, human capital, supply chain human rights, corporate charitable and political activity
− Governance: Experience on Boards other than Macy’s

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

Area of Experience	Granoff	Hale	Lenehan	Levinson	Varga	Zhen
Leadership Experience
− CEO/President/senior executive of public company
− Senior advisor to leading financial services firm
− Senior government position or appointment
− Experience in strategic planning, risk management, growth and transformation, succession planning and talent management
Finance Experience
− Financially literate
− Specific experience in investment or banking matters or as a current or former CFO
− Qualifications of an audit committee financial expert
Industry Knowledge and Global Business Experience
− Experience as senior executive or director of substantial business enterprise in relevant areas including consumer products, customer service, omni-channel retail, licensing and merchandising
− Experience in global sourcing/supply chain
Sales and Marketing Experience
− Experience in sales and/or marketing, including use of social media, e-commerce and other digital channels
Technology Experience
− Understanding of technology as it relates to retail and/or marketing
− IT Governance/Cybersecurity
Real Estate Experience
− Senior-level executive position with real estate investment company or developer
− Experience in real estate acquisition and dispositions and/or property management
ESG and Public Company Board Experience
− Environmental: Experience in managing policies on climate change, sustainability, water usage, pollutants, conservation and environmental stewardship in general either at a company, nonprofit organization or government agency
− Social: Experience in shareholder engagement, human capital, supply chain human rights, corporate charitable and political activity
− Governance: Experience on Boards other than Macy’s

Collectively, the composition of our Board reflects a wide range of viewpoints, thought leadership, background, experience and demographics, and includes individuals from a variety of professional disciplines in the business sectors, with leadership experience at well-regarded commercial enterprises and nonprofit organizations.

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    23

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

DIRECTOR NOMINATIONS BY SHAREHOLDERS

Our NCG Committee will consider candidates for nomination recommended by our shareholders and will evaluate candidates using the same process and criteria as candidates identified by the NCG Committee. Shareholder nominations should be submitted in writing to Elisa D. Garcia, Secretary, Macy’s, Inc., 151 West 34th Street, New York, New York 10001. The full name and address of the proposed candidate, a description of the proposed candidate’s qualifications and any other relevant biographical information should be included in the nomination.

Advance Notice By-Law. The advance notice provision of our By-Laws requires shareholders who nominate candidates to deliver written notice to the Secretary of Macy’s not less than 60 calendar days prior to the annual meeting of shareholders. If the date of the annual meeting is not publicly announced by us in a report filed with the SEC, furnished to shareholders, or in a press release at least 75 calendar days prior to the annual meeting date, the nomination must be delivered to the Secretary of Macy’s not later than the close of business on the 10th calendar day following the day on which public announcement of the annual meeting date is first made. The advance notice provision requires the shareholder to submit specific information concerning itself and the proposed nominee, including, but not limited to, ownership information, name and address, and appropriate biographical information about and qualifications of the proposed nominee.

The presiding officer of the meeting may refuse to acknowledge a nomination not made in compliance with these requirements. Similar procedures prescribed by the By-Laws are also applicable to shareholders who bring any other business before an annual meeting of the shareholders. See “Submission of Future Shareholder Proposals.”

Universal Proxy Rules. In addition to satisfying the requirements under our By-Laws, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-9 under the Securities Exchange Act of 1934, which notice must be postmarked or transmitted electronically to the Company at its principal executive offices no later than 60 calendar days prior to the anniversary date of the annual meeting (for the 2023 Annual Meeting, no later than March 21, 2023). However, if the date of the 2023 Annual Meeting is changed by more than 30 calendar days from such anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of the 2023 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2023 Annual Meeting is first made.

Proxy Access By-Law. The proxy access provision in our By-Laws allows an eligible shareholder or group of no more than 20 eligible shareholders that has maintained continuous ownership of 3% or more of our common stock for at least three years to include in our proxy materials for an annual meeting of shareholders a number of director nominees up to the greater of two or 20% of the directors then in office. An eligible shareholder must maintain the required 3% beneficial ownership at least until the annual meeting at which the proponent’s nominee will be considered. Proxy access nominees who withdraw or who do not receive at least a 25% vote in favor of election will be ineligible as a nominee for the next two annual meetings. If any shareholder proposes a director nominee under our advance notice provision, we are not required to include any proxy access nominee in our proxy statement for the annual meeting.

The shareholder is required to provide the information about itself and the proposed nominee(s) as indicated in the proxy access provision of our By-Laws. The required information must be in writing and delivered by personal delivery, overnight express courier or U.S. mail, postage pre-paid, addressed to the Secretary of Macy’s as follows:

● received no earlier than the close of business on the 150th calendar day prior to the one-year anniversary of the mailing date of the previous year’s proxy statement; and

● not later than the close of business on the 120th calendar day prior to the one-year anniversary of the mailing date of the previous year’s proxy statement.

If the scheduled annual meeting date differs from the anniversary date of the prior year’s annual meeting by more than 30 calendar days, the required information must be in writing and provided to the Secretary of Macy’s as follows:

● received no earlier than the close of business on the 120th calendar day prior to the date of the annual meeting; and

● not later than the close of business on the 60th calendar day prior to the annual meeting; or

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

● if public announcement of the date of the annual meeting is not made at least 75 calendar days prior to the date of the annual meeting, notice must be received not later than the close of business on the 10th calendar day following the day on which public announcement is first made.

For purposes of this By-Law, “close of business” means 5:00 p.m. Eastern Time on any calendar day, whether or not a business day, and “principal executive offices” means 151 West 34th Street, New York, New York 10001.

We are not required to include any proxy access nominee in our proxy statement if the nomination does not comply with the proxy access requirements of our By-Laws.

RETIREMENT POLICY

Our Corporate Governance Principles provide for a mandatory retirement age of 74. Our directors are required to resign from the Board as of the annual meeting following their 74th birthday.

RESIGNATION POLICY

The Board does not believe that a Non-Employee Director who retires or experiences an employment position change since becoming a Board member should necessarily resign from the Board. The Board requires, however, that promptly following such an event, the director notify the NCG Committee in writing and tender his or her resignation to the Committee for consideration.

Upon receipt of the notification of a change in status, the NCG Committee will review the continued appropriateness of the director remaining on the Board under the changed circumstances and recommend to the full Board whether to accept the resignation based on its assessment of what is best for the Company and its shareholders.

CORPORATE GOVERNANCE PRINCIPLES AND CODE OF BUSINESS CONDUCT AND ETHICS

Our Corporate Governance Principles and Code of Conduct, both of which apply to our principal executive officer, principal financial officer and principal accounting officer, as well as our Non-Employee Director Code of Business Conduct and Ethics, are available on our website at www.macysinc.com/investors/corporate-governance/governance-documents.

Shareholders may obtain copies of these documents and the charters for the Board committees, without charge, by sending a written request to: Secretary, Macy’s, Inc., 151 West 34th Street, New York, New York 10001.

FISCAL 2021 DIRECTOR COMPENSATION PROGRAM

Non-Employee Directors were entitled to receive the following compensation in fiscal 2021:

Type of Compensation	Amount of Compensation
Board Retainer	$80,000 annually
Committee Chair Retainer	$25,000 annually
Committee (non-chair) Member Retainer	$10,000 annually
Lead Independent Director Retainer	$30,000 annually
Equity Grant	Annual award of restricted stock units with a value of  $155,000
Matching Philanthropic Gift	Up to $500 annually

A Non-Employee Director may elect to defer all or a portion of his or her cash compensation into either stock credits or cash credits under the Director Deferred Compensation Plan. Those amounts are not paid until Board service ends. Stock credits are calculated monthly and shares of Macy’s common stock associated with the stock credits are transferred quarterly to a rabbi trust for the benefit of the participating Non-Employee Director. Dividend equivalents on amounts deferred as stock credits are “reinvested” in additional stock credits. Compensation deferred as cash credits earns interest at an annual rate equal to the yield (percent per annum) on 30-Year Treasury Bonds as of December 31 of the prior plan year.

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    25

FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

On the date of the 2021 annual meeting, Non-Employee Directors elected at the annual meeting received a grant of restricted stock units with a market value of approximately $155,000. With respect to Non-Employee Directors elected after the annual meeting date, our practice has been to grant restricted stock units valued at 50% of the annual grant if the director is elected withing six months after the annual meeting. The restricted stock units generally vest at the earlier of 1) the first anniversary of the grant or 2) the next annual meeting of shareholders. Upon vesting, receipt of shares in payment of the restricted stock units is automatically deferred as stock credits under the Director Deferred Compensation Plan. Dividend equivalents on these stock credits are “reinvested” in additional stock credits. The stock credits are paid in shares of Macy’s common stock six months after the director’s Board service ends.

Non-Employee Directors and retired Non-Employee Directors may participate in the Company’s philanthropic matching gift program on the same terms as all regular employees. Macy’s matches up to a total of $500 of gifts made by the director to qualifying charities in any calendar year.

Each Non-Employee Director and his or her spouse and eligible dependents receive the same merchandise discount on merchandise purchased at our stores that is available to all regular employees. This benefit remains available to them following retirement from the Board.

DIRECTOR RETIREMENT PLAN

We terminated our retirement plan for Non-Employee Directors on a prospective basis effective May 16, 1997 (Plan Termination Date). Individuals who first became Non-Employee Directors after the Plan Termination Date are not entitled to receive any benefit from the plan.

Individuals who were Non-Employee Directors as of the Plan Termination Date are entitled to receive retirement benefits accrued as of the Plan Termination Date. They are entitled to receive an annual payment equal to the amount of the annual Board retainer earned immediately prior to retirement, payable in monthly installments, commencing at retirement and continuing for the lesser of the person’s remaining life or a number of years equal to the person’s years of Board service prior to the Plan Termination Date. There are no survivor benefits under the terms of the retirement plan.

Dr. Whittington is the only current Non-Employee Director that participates in the plan. Dr. Whittington is retiring as of May 20, 2022 and therefore is entitled to a $90,000 annual payment for a maximum of four years.

DIRECTOR COMPENSATION PROGRAM REVIEW

In December 2021, the NCG Committee engaged Semler Brossy to prepare a competitive assessment of our Non-Employee Director compensation program. Semler Brossy assessed our Non-Employee Director pay levels relative to the same 15-company peer group the CMD Committee then used in connection with its review of the compensation of the Named Executive Officers: Bed, Bath & Beyond, Best Buy, Burlington Stores, Dick’s Sporting Goods, Dillard’s, Dollar Tree, Foot Locker, Gap, Kohl’s, Lowe’s Companies, Nordstrom, Ross Stores, Target, TJX Companies and Williams-Sonoma. Semler Brossy also utilized the 2020 – 2021 National Association of Corporate Directors (NACD) Director Compensation survey as a secondary reference. Semler Brossy’s review indicated that the structure of our Non-Employee Director compensation program is well aligned with peer and general industry practice and therefore did not propose changes to the structure of the program. Semler Brossy found that Macy’s current average total Non-Employee Director pay is positioned slightly below the peer median, the mix of pay (40% cash and 60% equity) is consistent with peers and other program elements (committee pay and lead independent director retainer) are competitively positioned within the range of peer median but that the Audit Committee Chair retainer was slightly below the peer median.

Upon the recommendation of the NCG Committee, the Board approved an increase in the Board retainer from $80,000 to $90,000 annually, an increase in the yearly equity grant from $155,000 to $160,000 and an increase in the Audit Committee Chair retainer from $25,000 to $30,000 annually, effective as of the beginning of fiscal 2022.

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

FISCAL 2021 NON-EMPLOYEE DIRECTOR COMPENSATION TABLE

The following table reflects the compensation for each Non-Employee Director for fiscal 2021.Mr. Gennette did not receive separate compensation for service as a Director.

2021 Director Compensation

			Changes in Pension
			Value and
	Fees Earned		Nonqualified Deferred
	or Paid in	Stock	Compensation	All Other
	Cash(1)	Awards(2)	Earnings	Compensation(3)	Totals
Name	($)	($)	($)	($)	($)
David P. Abney	25,000	0	0	0	25,000
Francis S. Blake	112,083	154,991	0	6,397	273,471
Torrence N. Boone	100,833	154,991	0	0	255,824
John A. Bryant	116,250	154,991	0	4,798	276,039
Ashley Buchanan	38,333	77,483	0	0	115,816
Marie Chandoha	0	0	0	0	0
Deirdre P. Connelly	112,083	154,991	0	469	267,543
Jill Granoff	0	0	0	0	0
Leslie D. Hale	100,833	154,991	0	1,041	256,865
William H. Lenehan	100,000	154,991	0	516	255,507
Sara Levinson	100,833	154,991	0	407	256,231
Joyce M. Roché	33,542	0	0	2,611	36,153
Paul C. Varga	127,083	154,991	0	1,127	283,201
Marna C. Whittington	123,333	154,991	0	2,884	281,208
Tracey Zhen	38,333	77,483	0	0	115,816

(1) All cash compensation is reflected in the “Fees Earned or Paid in Cash” column, whether paid currently in cash or deferred as cash or as stock unit credits under the Director Deferred Compensation Plan. Directors electing to defer all or a portion of their fees as stock units and the number of stock units credited were: Mr. Lenehan - 4,984 units and Ms. Roché -1,157 units.

(2) The Non-Employee Directors elected at the 2021 Annual Shareholders Meeting received 8,516 restricted stock units on May 21, 2021, valued at $18.20 per share, which was the closing price of our common stock on the grant date. With respect to Non-Employee Directors elected after the annual meeting date, our practice has been to grant restricted stock units valued at 50% of the annual grant if the director is elected withing six months after the annual meeting. Mr. Buchanan and Ms. Zhen each received 2,914 restricted stock units on October 22, 2021, valued at $26.59 per share, which was the closing price of our common stock on that date. The following table shows the number of deferred stock unit credits and restricted stock units held by each of the Non-Employee Directors as of the end of fiscal 2021:

	Deferred	Restricted
	Stock	Stock
	Unit Credits	Units
Name	(#)	(#)
Abney	0	0
Blake	53,139	8,516
Boone	23,660	8,516
Bryant	62,871	8,516
Buchanan	0	2,914
Chandoha	0	0
Connelly	77,908	8,516
Granoff	0	0
Hale	66,733	8,516
Lenehan	80,680	8,516
Levinson	114,585	8,516
Roché	50,285	0
Varga	65,441	8,516
Whittington	118,660	8,516
Zhen	0	2,914

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FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS

(3) “All Other Compensation” consists of the items shown below. Merchandise discounts are credited to the Directors’ Macy’s charge accounts.

	Merchandise	Matching
	Discount	Philanthropic Gift	Total
Name	($)	($)	($)
Abney	0	0	0
Blake	6,397	0	6,397
Boone	0	0	0
Bryant	4,798	0	4,798
Buchanan	0	0	0
Chandoha	0	0	0
Connelly	469	0	469
Granoff	0	0	0
Hale	1,041	0	1,041
Lenehan	516	0	516
Levinson	407	0	407
Roché	2,611	0	2,611
Varga	1,127	0	1,127
Whittington	2,884	0	2,884
Zhen	0	0	0

DIRECTOR STOCK OWNERSHIP GUIDELINES; HEDGING/PLEDGING POLICY

The Board has adopted stock ownership guidelines for Non-Employee Directors. Under these guidelines, Non-Employee Directors are required to own Macy’s common stock equal in value to five times the annual Board retainer and maintain this ownership level for their Board tenure. As of fiscal 2021, the annual Board retainer is $80,000 and the guideline was $400,000 of our common stock. Shares counted toward this requirement include:

● any shares beneficially owned by the director or immediate family members

● time-based restricted stock or restricted stock units, whether or not vested

● stock credits or other stock units credited to a director’s account

Stock subject to unvested or unexercised stock options granted to Non-Employee Directors does not count toward the ownership requirement. Non-Employee Directors must comply with these guidelines within five years from the date the director’s Board service commenced. Each Non-Employee Director who has reached his or her ownership guideline date has satisfied the ownership requirement. In addition to these stock ownership guidelines, the restricted stock units granted to Non-Employee Directors each year are automatically deferred upon vesting under the Director Deferred Compensation Plan until six months after termination of Board service.

The Non-Employee Directors are covered by our policy which prohibits directors, executive officers and other participants in our long-term incentive plan from engaging in hedging and pledging transactions. The policy is described in greater detail on page 58.

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CORPORATE RESPONSIBILITY

our approach to CORPORATE RESPONSIBILITY AND ESG

Macy’s, Inc. has a deep sense of stewardship for managing our resources and maximizing our positive social impact. We proactively engage on issues that span the breadth of our operations—this includes transparency, product responsibility and supply chain management, energy management, diversity, equity and inclusion and building resilient communities.

We have embedded management of environmental, social and governance matters (ESG) at all levels of our company. Macy’s, Inc. management is responsible for the development and implementation of our ESG strategies and programs, with ultimate oversight by our Board and its committees.

Macy’s, Inc. Board of Directors Responsible for oversight of corporate strategy, enterprise risk management framework, sustainability, corporate governance policies and human capital management.

ESG oversight responsibilities are included in the charters of the Board’s committees:

Nominating and Corporate Governance Committee	Compensation and Management Development Committee	Audit Committee
Responsible for overseeing the programs, policies and practices relating to charitable political, social, environmental and human rights issues, impacts and strategies. Responsible for overseeing the Company’s corporate governance. .	Responsible for overseeing the Company’s strategy and initiatives in support of a diverse and inclusive Company culture. Reviews and provides guidance on the enterprise talent and people strategies. Receives periodic updates and provides guidance on other programs and initiatives, such as labor relations, compensation and colleague engagement.	Responsible for discussing policies with respect to the Company’s risk assessment and risk management including possible risks related to data privacy, computerized information controls, cybersecurity, and to consider any recommendations for improvement of such controls. .

▲

Macy’s, Inc. Chairman of the Board and Chief Executive Officer Sets the sustainability and human capital management vision and drives accountability across the organization.

Management committees, under the direction and supervision of the CEO include:

▲	▲	▲	▲
Sustainability Executive Steering Committee	Disclosure Committee	Diversity, Equity and Inclusion Business Council	Corporate Strategy Group
Made up of heads of Supply Chain, Legal, Communications, and the Corporate Controller	Made up of leaders in Finance, Legal, Investor Relations and Communications	Made up of leaders from every department and division as well as the Diversity, Equity and Inclusion team	Made up of leaders of all of our operating and functional divisions

The Chief Financial Officer working with the Disclosure Committee engages with stakeholders on ESG issues and provides feedback to management and the Board. The Chief Supply Chain Officer reports directly to the Chief Executive Officer and is responsible for the teams that manage sustainability initiatives and supply chain transparency. The Sustainability Executive Steering Committee, Disclosure Committee and Corporate Strategy Group also approve the

Macy’s, Inc. 2022 Notice of Meeting and Proxy Statement    29

CORPORATE RESPONSIBILITY

sustainability strategy and priorities, guide risk management and link to growth opportunities. The Diversity, Equity and Inclusion Business Council, Disclosure Committee and Corporate Strategy Group work together to maintain the company’s performance-driven culture and operating model that encourages lifelong learners and empowers colleagues to be leaders regardless of title or function.

The Sustainability team is organized around three key focus areas:

	Product	Human rights	Environment
Drive higher representation of "sustainable” product into the assortment • Establish the guidelines and parameters that support product designation of sustainable • Establish roadmap and timing for inclusion of product categories for branded and private brand product • Establish metrics, KPI’s and scorecards to track progress