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April 10, 2024

Macy’s Shakes Up Board in Response to Investor Pressure

Posted In: Retail Articles

Macy’s has appointed two new independent directors in an accommodation with investor Arkhouse Management, which withdrew its slate of board member candidates as a result.

Arkhouse wanted board changes in part due to what it perceived as Macy’s management of its real estate assets and even proposed a buyout of the company. Macy’s earlier moved to respond to Arkhouse real estate concerns by proposing a director with extensive commercial real estate experience, Douglas Sesler.

The new independent directors are Richard Clark and Richard Markee, Macy’s announced. Clark is co-founder and managing partner of WatermanClark, a vertically integrated real estate investment and operating firm, Macy’s noted. Markee has retail experience as a CEO, chief executive at Vitamin Shoppe and director on numerous public company boards, including Vitamin Shoppe and Five Below. Sesler, whose nomination to stand for election to the board of directors Macy’s announced in March, has now been appointed as an independent director.

In an additional board change, Tony Spring, Macy’s CEO and chairman-elect, has assumed the chairman role, the company stated.  The changes follow the planned retirements of Jeff Gennette and Frank Blake from the Macy’s board.

In connection with the Clark and Markee appointments, Macy’s entered into an agreement with Arkhouse and its affiliates that provides for the withdrawal of Arkhouse’s director nominations. Clark and Markee will join the board’s finance committee, which, in addition to its existing responsibilities, will evaluate and make recommendations to the full board regarding an acquisition proposal submitted by Arkhouse and Brigade Capital Management.

In announcing the board changes, Spring said Clark and Markee “bring leadership experience as well as valuable real estate and retail industry expertise, respectively, that is complementary to that of our other board members. We are confident the company will benefit from their additional perspectives in addition to those of Doug who also joins our board today. I look forward to working with all my fellow directors as I step into the role of chairman.”

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