Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Feb. 03, 2024

Jan. 28, 2023

Jan. 29, 2022

Jan. 30, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

AVERAGE

VALUE OF INITIAL FIXED $100

SUMMARY

COMPENSATION

INVESTMENT BASED ON:

COMPENSATION

ACTUALLY

PEER

TABLE TOTAL

PAID TO

GROUP

SUMMARY

COMPENSATION

FOR NON-PEO

NON-PEO

TOTAL

NET

ADJUSTED

COMPENSATION

ACTUALLY

NAMED

SHARE-

INCOME

EBITDA ⁽⁴⁾

TABLE TOTAL

PAID TO PEO

EXECUTIVE

HOLDER

($ IS IN

YEAR

FOR PEO

⁽¹⁾

OFFICERS ⁽²⁾

OFFICERS⁽²⁾

RETURN

RETURN⁽³⁾

MILLIONS)

2023

[ ]

133.73

175.69

105

2,317

2022

11,055,991

6,582,240

2,906,394

1,397,507

158.85

168.26

1,177

2,648

2021

12,290,931

34,457,910

3,480,607

7,504,335

169.84

188.51

1,430

3,320

2020

11,083,293

18,363,349

2,809,887

4,015,291

99.12

206.63

(3,944)

117

(1)	Mr. Gennette was the only executive officer included as a PEO for each fiscal year covered in the table.

Amounts deducted from the Summary Compensation Table Total for PEO to calculate Compensation Actually Paid to PEO for 2023 include $308,326 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $8,226,596 for value of stock awards and $0 for value of option awards.

Amounts added to (or subtracted from) Summary Compensation Table Compensation Total for PEO to calculate Compensation Actually Paid to PEO include $8,088,343 for fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($3,497,355) for change in fair value during the year for RSU, PRSU and option awards granted in prior years that were outstanding and unvested at end of year, [XXX] for change in fair value of RSU, PRSU and option awards that vested during the year, [XXX] for fair value of PRSU awards that failed to meet vesting conditions in the year and [XXX] for dividend equivalents.

(2)	The Named Executive Officers included in the calculation of Average Summary Compensation Table Total for Non-PEO Named Executive Officers were for 2023 – Messrs. Spring and Mitchell and Mses. Garcia, Kirgan and Preston.

Amounts (as averages) deducted from the Summary Compensation Table Total for Non-PEO Named Executive Officers to calculate Compensation Actually Paid to Non-PEO Named Executive Officers for 2023 include $20,114 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $2,719,732 for value of stock awards and $0 for value of option awards.

Amounts added to (or subtracted from) Average Summary Compensation Table Compensation Total for Non-PEO Named Executive Officers to calculate Average Compensation Actually Paid to Non-PEO Named Executive Officers for 2023 include $2,597,896 for fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($670,481) for change in fair value during the year for RSU, PRSU and options awards granted in prior years that were outstanding and unvested at end of year, [ ] for change in fair value of RSU, PRSU and option awards that vested during the year, [ ] for fair value of PRSU awards that failed to meet vesting conditions in the year and ] for dividend equivalents.

Fair value at the relevant times of PRSU awards subject to achievement of performance conditions is based on the Company’s estimate of the probable outcome of units being earned. Assumptions used to estimate fair value of stock and option awards are the same as those disclosed as of the date of grant of the award

(3)	The peer group is the S&P Retail Select Industry Index.

(4)	We chose Adjusted EBITDA as our Company selected measure for evaluating Pay versus Performance because it is a key metric in our Annual Incentive Plan and Long-term Incentive Plan. See “Non-GAAP Metrics” in “Compensation Discussion and Analysis” for definition of Adjusted EBITDA.

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(1)	Mr. Gennette was the only executive officer included as a PEO for each fiscal year covered in the table.

The Named Executive Officers included in the calculation of Average Summary Compensation Table Total for Non-PEO Named Executive Officers were for 2023 – Messrs. Spring and Mitchell and Mses. Garcia, Kirgan and Preston.

Peer Group Issuers, Footnote

(3)	The peer group is the S&P Retail Select Industry Index.

PEO Total Compensation Amount

$ 11,055,991

$ 12,290,931

$ 11,083,293

PEO Actually Paid Compensation Amount

6,582,240

34,457,910

18,363,349

Adjustment To PEO Compensation, Footnote

Non-PEO NEO Average Total Compensation Amount

2,906,394

3,480,607

2,809,887

Non-PEO NEO Average Compensation Actually Paid Amount

1,397,507

7,504,335

4,015,291

Adjustment to Non-PEO NEO Compensation Footnote

Compensation Actually Paid vs. Company Selected Measure

[CHARTS]

Tabular List, Table

Performance Measures

The most important financial performance measures used to link compensation actually paid to the Company’s NEOs with the Company’s performance for 2023 are as follows:

●

Adjusted EBITDA

●

Total revenue

●

Relative total shareholder return

Total Shareholder Return Amount

$ 133.73

158.85

169.84

99.12

Peer Group Total Shareholder Return Amount

175.69

168.26

188.51

206.63

Net Income (Loss)

$ 105,000,000

$ 1,177,000,000

$ 1,430,000,000

$ (3,944,000,000)

Company Selected Measure Amount

2,317,000,000

2,648,000,000

3,320,000,000

117,000,000

PEO Name

Mr. Gennette

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Non-GAAP Measure Description

(4)	We chose Adjusted EBITDA as our Company selected measure for evaluating Pay versus Performance because it is a key metric in our Annual Incentive Plan and Long-term Incentive Plan. See “Non-GAAP Metrics” in “Compensation Discussion and Analysis” for definition of Adjusted EBITDA.