M » Topics » COMPENSATION COMMITTEE REPORT

This excerpt taken from the M DEF 14A filed Apr 1, 2009.

COMPENSATION COMMITTEE REPORT

The CMD Committee establishes and administers the compensation practices related to the senior executive officers of Macy’s and also ensures appropriate succession plans for the CEO and other key executive positions. All members of the CMD Committee qualify:

 

   

as “independent” under the applicable listing standards of the NYSE;

 

   

as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934; and

 

   

as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986.

The CMD Committee met six times in fiscal 2008. The CMD Committee regularly meets in executive session without the presence of management.

The CMD Committee has reviewed and discussed the Compensation Discussion & Analysis with Macy’s management. Based on the review and discussions referred to above, the CMD Committee recommended to the Board that the Compensation Discussion & Analysis be included in Macy’s Annual Report on Form 10-K and proxy statement.

The foregoing report was submitted by the CMD Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.

Respectfully submitted,

Craig E. Weatherup, Chairperson

Meyer Feldberg

Sara Levinson

Joseph Neubauer

Joseph A. Pichler

Karl M. von der Heyden

 

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This excerpt taken from the M DEF 14A filed Apr 1, 2008.
COMPENSATION COMMITTEE REPORT
 
The CMD Committee establishes and administers the compensation practices related to the senior executive officers of Macy’s and also ensures appropriate succession plans for the CEO and other key executive positions. All members of the CMD Committee qualify:
 
  •  as “independent” under the applicable listing standards of the NYSE;
 
  •  as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934; and
 
  •  as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986.
 
The CMD Committee met four times in fiscal 2007. The CMD Committee regularly meets in executive session without the presence of management.


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The CMD Committee has reviewed and discussed the Compensation Discussion & Analysis with Macy’s management. Based on the review and discussions referred to above, the CMD Committee recommended to the Board that the Compensation Discussion & Analysis be included in Macy’s Annual Report on Form 10-K and proxy statement.
 
The foregoing report was submitted by the CMD Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.
 
Respectfully submitted,
 
Craig E. Weatherup, Chairperson
Meyer Feldberg
Sara Levinson
Joseph Neubauer
Joseph A. Pichler
Karl M. von der Heyden


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COMPENSATION COMMITTEE REPORT
 
The CMD Committee establishes and administers the compensation practices related to the senior executive officers of Federated and also ensures appropriate succession plans for the CEO and key executive positions. All members of the CMD Committee qualify:
 
  •  as “independent” under the applicable listing standards of the NYSE;
 
  •  as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934; and
 
  •  as “outside directors” under Section 162(m) of the Internal Revenue Code of 1986.
 
The CMD Committee met eight times in fiscal 2006. The CMD Committee regularly meets in executive session without the presence of management.


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To help it perform its responsibilities, the CMD Committee makes use of company resources, including members of senior management in Federated’s human resources, legal and finance departments. The CMD Committee reviews tally sheets for the Named Executives that includes all elements of compensation and termination benefits.
 
The CMD Committee engages the services of Mercer Human Resources Consulting as an independent outside compensation consultant to assist the CMD Committee in assessing the competitiveness and overall appropriateness of Federated’s executive compensation program. In 2006, Mercer provided support to the CMD Committee in its annual evaluation of the chief executive officer’s compensation. Mercer benchmarked the chief executive officer’s compensation against the peer groups of companies described in the Compensation Discussion and Analysis. This analysis also considered Federated’s performance relative to the performance of retail peer companies during the chief executive officer’s tenure, as well as historical compensation and market trends. In addition, Mercer benchmarked the compensation of the other Named Executives and advised on market trends.
 
The compensation consultant works at the direction of the CMD Committee and maintains regular contact with the CMD Committee. The chief executive officer does not participate in the review process and has no knowledge of recommendations that impact his personal compensation prior to review by the CMD Committee. Periodically the CMD Committee meets with the compensation consultant without the presence of management, as well as in executive session.
 
The CMD Committee has reviewed and discussed the Compensation Discussion & Analysis with Federated’s management. Based on the review and discussions referred to above, the CMD Committee recommended to the Board that the Compensation Discussion & Analysis be included in Federated’s annual report on Form 10-K and proxy statement.
 
The foregoing report was submitted by the CMD Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the Exchange Act.
 
Respectfully submitted,
 
Craig E. Weatherup, Chairperson
Meyer Feldberg
Sara Levinson
Joseph Neubauer
Joseph A. Pichler
Karl M. von der Heyden


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