Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Feb. 01, 2025

Feb. 03, 2024

Jan. 28, 2023

Jan. 29, 2022

Jan. 30, 2021

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


				AVERAGE	AVERAGE	VALUE OF INITIAL FIXED $100
				SUMMARY	COMPENSATION	INVESTMENT BASED ON:
				COMPENSATION	ACTUALLY		PEER
				TABLE TOTAL	PAID TO		GROUP
		SUMMARY	COMPENSATION	FOR NON-PEO	NON-PEO	TOTAL	TOTAL	NET	ADJUSTED
		COMPENSATION	ACTUALLY	NAMED	NAMED	SHARE-	SHARE-	INCOME	EBITDA ⁽⁴⁾
		TABLE TOTAL	PAID TO PEO	EXECUTIVE	EXECUTIVE	HOLDER	HOLDER	($ IS IN	($ IS IN
YEAR		FOR PEO	⁽¹⁾	OFFICERS ⁽²⁾	OFFICERS⁽²⁾	RETURN	RETURN⁽³⁾	MILLIONS)	MILLIONS)
2024		16,452,108	12,081,365	3,560,945	2,521,885	116.33	203.27	582	1,977
2023	⁽⁵⁾	11,563,739	5,299,241	4,073,066	2,751,686	133.73	175.69	45	1,075
2022		11,055,991	6,582,240	2,906,394	1,397,507	158.85	168.26	1,146	2,607
2021		12,290,931	34,457,910	3,480,607	7,504,335	169.84	188.51	1,419	3,305
2020		11,083,293	18,363,349	2,809,887	4,015,291	99.12	206.63	(3,944)	117

(1)	Mr. Spring (2024) and Mr. Gennette (2020-2023) were the only executive officers 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 2024 include $104,391 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $12,341,595 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 $9,132,438 for year-end fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($943,934) for change in fair value (from prior year-end to year-end) for RSU, PRSU and option awards granted in prior years that were outstanding and unvested at end of year, ($131,028) for change in fair value (from prior year-end to vesting date) of RSU, PRSU and option awards that vested during the year, $0 for fair value of PRSU awards that failed to meet vesting conditions in the year and $17,767 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 2024 – Messrs. Mitchell and Bron and Mses. 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 2024 include $0 reflecting aggregate change in actuarial present value of benefit under defined benefit and actuarial pension plans, $1,840,053 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 2024 include $1,358,368 for year-end fair value of RSU, PRSU and option awards granted in the year that remain outstanding and unvested at end of year, ($484,930) for change in fair value (from prior year-end to year-end) for RSU, PRSU and options awards granted in prior years that were outstanding and unvested at end of year, ($81,328) for change in fair value (from prior year-end to vesting date) of RSU, PRSU and option awards that vested during the year, $0 for fair value of PRSU awards that failed to meet vesting conditions in the year and $8,883 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.

(5)	The amounts for PEO for 2023 reflect repayment of erroneously awarded compensation under the Company’s Compensation Clawback Policy as a result of revisions to correct an error to previously issued financial statements. See “Recovery of Erroneously Awarded Compensation.”

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

(1)	Mr. Spring (2024) and Mr. Gennette (2020-2023) were the only executive officers included as a PEO for each fiscal year covered in the table.

(2)	The Named Executive Officers included in the calculation of Average Summary Compensation Table Total for Non-PEO Named Executive Officers were for 2024 – Messrs. Mitchell and Bron and Mses. Kirgan and Preston.

Peer Group Issuers, Footnote

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

PEO Total Compensation Amount

$ 16,452,108

$ 11,563,739

$ 11,055,991

$ 12,290,931

$ 11,083,293

PEO Actually Paid Compensation Amount

$ 12,081,365

5,299,241

6,582,240

34,457,910

18,363,349

Adjustment To PEO Compensation, Footnote

Non-PEO NEO Average Total Compensation Amount

$ 3,560,945

4,073,066

2,906,394

3,480,607

2,809,887

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,521,885

2,751,686

1,397,507

7,504,335

4,015,291

Adjustment to Non-PEO NEO Compensation Footnote

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

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 2024 are as follows:

●

Adjusted EBITDA

●

Total revenue

●

Relative total shareholder return

Total Shareholder Return Amount

$ 116.33

133.73

158.85

169.84

99.12

Peer Group Total Shareholder Return Amount

203.27

175.69

168.26

188.51

206.63

Net Income (Loss)

$ 582,000,000

$ 45,000,000

$ 1,146,000,000

$ 1,419,000,000

$ (3,944,000,000)

Company Selected Measure Amount

1,977,000,000

1,075,000,000

2,607,000,000

3,305,000,000

117,000,000

PEO Name

Mr. Spring

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.