PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—APRIL17, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.__)

þ

Filed by the Registrant

¨

Filed by a Party other than the Registrant

Check the appropriate box:

¨

Preliminary Proxy Statement

¨

CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY

Confidential, for Use of the Commission Only (as permitted by RULE 14a-6(e)14a-6(e)(2))

þ

Definitive Proxy Statement

¨

Definitive Additional Materials

¨

Soliciting Material Pursuant to §.240.14a-12under §240.14a-12

NORDSTROM, INC.
nordstrom2019blackrgba01.jpg

Nordstrom, Inc.

(Name of Registrant as Specified in Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

þ

No fee required.required

¨

Fee paid previously with preliminary materials

Fee amount computed on table belowin exhibit as required by Item 25(b) per Exchange Act Rules 14a-6(i)14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11
(set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:0-11

Table of Contents

Table of Contents


a044826b2020proxystatementfr.jpg
























[This page intentionally left blank.]



nordstrom2019blackrgba01.jpg

1617 Sixth Avenue, Seattle, Washington 98101

April 7, 2020

[●], 2023

Dear Shareholder,

You are invited

In 2022, we marked 121 years since John W. Nordstrom opened the downtown Seattle shoe store that would become Nordstrom as we know it today. 121 years may seem like an arbitrary milestone, but in an industry that’s constantly reinventing itself, you learn not to jointake a single day for granted.

Our company has navigated this ever-shifting landscape by focusing on a collective purpose: to help customers feel good and look their best. While we’ve continually sought out new ways to deliver on this promise, the commitment at its core has not wavered — our dedication to customer service unites teams across our business, informs the decisions we make and keeps us May 20, 2020,moving forward toward a common goal.

This focus has proven especially critical in the face of challenges or periods of rapid change, and 2022 was no exception. We started the year with a plan to improve inventory flow, increase the speed and efficiency of our supply chain and sharpen our focus on driving top- and bottom-line growth at 3:00 p.m. Pacific Daylight TimeNordstrom Rack. Thanks to efforts from teams across our business, we did those things — even as we navigated a volatile macroeconomic environment and adjusted to changing consumer habits.

While we’re proud of our people for the 2020 Annual Meetinghard work they put in on behalf of Shareholders via webcast. This year, in responseour customers, our 2022 results fell short of our expectations. As leaders, we take accountability for that, and we are committed to concerns about the potential spread of the novel coronavirus (COVID-19), we have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting at virtualshareholdermeeting.com/JWN2020. A replay of the entire Annual Meeting will be available on the Nordstrom Investor Relations website after the meeting. For further information on how to participatedriving more profitable long-term growth in the meeting, please see Frequently Asked Questionsyear ahead.

We are entering 2023 with a clear understanding of how and Answers Aboutwhere we must make progress and are acting with urgency to ensure we do. In addition to continuing to improve the Annual Meeting, beginningcustomer experience, we are focused on page 72 of this Proxy Statement.

three specific priorities to drive better financial performance: 1) improving Nordstrom Rack performance; 2) increasing our inventory productivity; and 3) continuing to advance our supply chain optimization initiatives.

We recognize the retail environment is rapidly evolving. Because of this, we have for some time been making investments inare also looking across our business model, which enables usand operations to serve customers across multiple touchpoints through our two brands, Nordstrom and Nordstrom Rack, in stores and online all of which increases engagement and spend.

That said, we recognize thatensure we are facing unprecedented times. The impacts of COVID-19 are being felt across many industries. We ended 2019 with a solid financial position and healthy balance sheet, which will help us navigate through this challenging time. We are making decisions to best position Nordstrom for our employees, customers and shareholders. This includes proactive steps to strengthendeploying our financial position forresources and talent against the long term. We announced thatopportunities where we are suspending quarterly cash dividendsbest positioned to win. With this in mind, we made the difficult decision to wind down our Canadian business to simplify our operations and share repurchases. As a company,increase our focus on our core U.S. business. Decisions like this are never easy, but we are targeting further reductionsconfident this change will put us on stronger footing in the years ahead.

We know that nothing we do would be possible without our teams’ hard work and commitment to our customers. It’s because of more than $500 million in operating expenses, capital expenditures and working capital. 

We believe the current crisis will accelerate the changes occurring in retailing. Because we can engage with customers digitally and in stores, through our Nordstrom brand and our Nordstrom Rack brand, there is tremendous synergy to this model. The decisions we are making during this current crisis are not only the right steps for the immediate term, but also are made with the view of what will serve us well throughout the year and for the longer term when the crisis ends.
We take very seriously the responsibilities we have with our people customers and shareholders. We are confident these steps will help ensurethat we’re able to look to the future with optimism about the health of our company. We are livingbusiness, confidence in incredibly difficult times where there are many unknowns. What we do know is that we have been aroundour ability to achieve our goals and excitement for 119 years. Our Company has survived wars, a depression, several recessions and natural disasters. The strengththe opportunity to continue serving our customers.

With the support of our culture and the loyalty ofbrand partners, our customers are what have sustained us through tough times. We can’t predict what’s next, butand you, have our commitment thatshareholders, we will do everything we canlook forward to ensureall we’ll accomplish in the long-term success of our Company. 

As a shareholder, one of your rights is to vote, which can be done online, by telephone or by using a printed proxy card as outlined in this document. In addition to this Proxy Statement, we encourage you to read our 2019 Annual Report. There you will find a more complete picture of our performance and how we are working to increase shareholder value by improving the customer experience.
year ahead. Thank you on behalf of all of us at Nordstrom for your continued support.
confidence, your trust and your commitment to our company’s future.

Sincerely,

bradsmithsignaturea01.jpg
Brad D. Smith
Chairman of the Board
  
 signature3a01.jpg
eriksignaturea06.jpg
Peter E. NordstromErik B. Nordstrom
President, Nordstrom Inc. andChief Executive Officer
Chief Brand Officer


NORDSTROM, INC. - 2020 Proxy Statement 1



Table of Contents


2 NORDSTROM, INC. - 2020 Proxy Statement


 
APPROVAL OF AN AMENDMENT TO THE NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN
APPROVAL OF THE NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
Statement

 

2

Table of Contents



NORDSTROM, INC. - 2020 Proxy Statement 3


























[This page intentionally left blank.]



nordstrom2019blackrgba01.jpg

PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—APRIL17, 2023

1617 Sixth Avenue, Seattle, Washington 98101

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

Notice of Annual Meeting
of Shareholders

WHEN

WHERE

RECORD DATE

[●], 2023

[●]

April10, 2023

[●] [a/p].m. Pacific Daylight Time

Wednesday, May 20, 2020 
3:00 p.m. Pacific Daylight Time
NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting

Items of Shareholders (the “Annual Meeting”) of Nordstrom, Inc. (the “Company”) will be held virtually, via remote communication at virtualshareholdermeeting.com/JWN2020Business

To vote on Wednesday, May 20, 2020 at 3:00 p.m. Pacific Daylight Time for the following purposes:

proposals:

1

1.

To elect 11 Director nominees named in this Proxy Statement to the Boardeleven directors to serve until the 20212024 Annual Meeting of Shareholders;

Shareholders and until their successors have been duly elected and qualified

2.

2

To ratify the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm to serve for the 2021 fiscal year;

year ending February3, 2024

3.

3

To conduct an advisory vote regarding the compensation of our Named Executive Officers;

Officers

4.

4

To conduct an advisory vote regarding the frequency of future advisory votes on the compensation of our Named Executive Officers

5

To approve an amendment to the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan;

Plan

5.

6

To approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan; and

Plan

6.

7

To conduct an advisory vote on the extension of the Company’s shareholder rights plan until September19, 2025

8

To transact any other business that may properly come before the Annual Meeting and any adjournment or postponement thereof.thereof

You are eligible to vote before the Annual Meeting, during the live webcast of the Annual Meeting and any adjournment or postponement thereof, if you were a shareholder of record at the close of business on March 11, 2020 (the “Record Date”).April10, 2023. There were 156,346,167 161,423,792shares of the Company’sour Common Stock issued and outstanding as of March 11, 2020.the Record Date. Holders of our Common Stock are entitled to cast one vote per share on each proposal. For further information on how to participate in the meeting, please see Frequently Asked Questions and Answers About the Annual Meeting beginning on page 7288 in the Proxy Statement accompanying this Notice.

YOUR VOTE IS VERY IMPORTANT. Whether or not you intend to participate virtually in the Annual Meeting via remote communication, you are encouraged to vote.vote in advance of the meeting. Submitting your proxy now will not prevent you from voting your shares during the meeting, as your proxy is revocable at your option. When you vote, please have available the 16-digit control number found on your proxy card.

3

2023 Proxy Statement

Table of Contents

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You may vote in advance of the meeting by any of the following methods:

Online

Access the website shown on your proxy card or voting instruction form and follow the instructions.

Mail

Sign, date and return your proxy card or voting instruction form to the mailing address shown on your proxy card.

Toll-free Phone

Call the toll-free telephone number shown on your proxy card or voting instruction form and follow the instructions.

Scanned QR Code

Your proxy card or voting instruction form may contain a QR code that will allow you to vote using your mobile phone.

Seattle, Washington

April 7, 2020

[●], 2023

By order of the Board, of Directors,

amssig.jpg

Ann Munson Steines

Corporate Secretary




If you have any questions or require any assistance regarding our Annual Meeting, please contact our proxy solicitor:

Innisfree M&A Incorporated

Shareholders may call toll-free +1 (877) 750-8312

Banks and Brokers may call collect +1 (212) 750-5833

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 20202023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2020

[●], 2023

The accompanying Proxy Statement and the 20192022 Annual Report are available at the Investor Relations Website.

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements regarding matters that are not historical facts, and are based on our management’s beliefs and assumptions and on information currently available to our management. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “pursue,” “going forward” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements are detailed in the Company’s 2022 Annual Report and in subsequent filings. These forward-looking statements are not guarantees of future performance and speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

2023 Proxy Statement

4

Table of Contents

INDEX OF KEY TERMS

Term

Definition

2022 Annual Report

Company’s Annual Report on Form 10-K are available10-K filed with the SEC for the fiscal year ended January 28, 2023

2025 Corporate Social Responsibility Goals

Our 2025 Corporate Social Responsibility goals at investor.nordstrom.com.nordstromcares.com

AFC

Audit and Finance Committee of the Board

ASC 718

Accounting Standards Codification 718, Stock Compensation

Board

The Board of Directors

Broadridge

Broadridge Investor Communication Services

CD&A

Compensation Discussion & Analysis

CAO

Chief Accounting Officer

CEO

Chief Executive Officer

CFO

Chief Financial Officer

CGNC

Corporate Governance and Nominating Committee of the Board

Chairman

Our Board Chairman, a non-Executive position

Common Stock

Nordstrom common stock

CPCC

Compensation, People and Culture Committee of the Board

DDCP

Nordstrom Directors Deferred Compensation Plan

Deloitte

Deloitte & Touche LLP

Diversity, Inclusion and Belonging Goals

Our Diversity, Inclusion and Belonging goals at nordstrom.com/diversity

EBIT

Earnings (Loss) Before Interest and Income Taxes

EIP

Equity Incentive Plan

EMBP

Executive Management Bonus Plan

ERG

Employee Resource Group

ESG

Environmental, Social and Governance

ESPP

Employee Stock Purchase Plan

Exchange Act

Securities Exchange Act of 1934

FASB

Financial Accounting Standards Board

GAAP

U.S. Generally Accepted Accounting Principles

Incentive Adjusted EBIT

Incentive Adjusted Earnings (Loss) Before Interest and Income Taxes (a non-GAAP financial measure)

Incentive Adjusted ROIC

Incentive Adjusted Return on Invested Capital (a non-GAAP financial measure)

Investor Relations Website

Our investor relations website, found at investor.nordstrom.com

IRC

Internal Revenue Code

Lease Standard

Accounting Standards Update 2018-11, Leases

LTI

Long-Term Incentives

NDCP

Nordstrom Deferred Compensation Plan

NEO

Named Executive Officer

Notice

Notice of Annual Meeting of Shareholders

NYSE

New York Stock Exchange

PEO

Principal Executive Officer

Plan Trustee

Bank of New York Mellon, as trustee of the Nordstrom 401(k) Plan

PSU

Performance Share Unit

Record Date

April10, 2023

RSU

Restricted Stock Unit

SEC

Securities and Exchange Commission

Semler Brossy

Semler Brossy Consulting Group, LLC

SERP

Supplemental Executive Retirement Plan

TC

Technology Committee of the Board

TSR

Total Shareholder Return

5

2023 Proxy Statement

Table of Contents



NORDSTROM, INC. - 2020 Proxy Statement 5



PROXY SUMMARY
vote your shares during the 2023 Annual Meeting of Shareholders. This summary highlights information described in more detailcontained elsewhere in this Proxy Statement. ItThis summary does not contain all of the information that you should consider in deciding how to vote your shares, and you should read the entire Proxy Statement carefully before voting. Page references are providedsupplied to help you find further information.
2020 Annual Meetinginformation in this Proxy Statement. Please refer to our Index of Shareholders
Date and Time:    May 20, 2020 at 3:00 p.m. Pacific Daylight TimeVirtual Meeting Access:    virtualshareholdermeeting.com/JWN2020
Key Terms on page 5 for the meaning of certain terms used in this Proxy Statement.

This Proxy Statement wasand the related proxy materials were first mailedreleased to shareholders and made available on or about April 7, 2020. It is furnished in connection with the solicitation of proxies by the Board of Directors of Nordstrom, Inc. to be voted during the Annual Meeting for the purposes set forth in the accompanying Notice of Annual Meeting.

internet on [●], 2023. Shareholders who execute proxies retain the right to revoke them at any time before theheld shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary prior to or during the Annual Meeting or by timely executing and delivering, by internet, telephone, or mail, another proxy dated as of a later date.
Eligibility to Vote
You are eligible to vote if you were a shareholder of record at the close of business on March 11, 2020.the Record Date may attend the virtual meeting at [●].

Proposal No. 1 – Election of Directors (page 25)

Nominee Demographics

2023 Proxy Statement

6

Table of Contents

PROXY SUMMARY

How to Cast Your Vote (page 73)

Board Attendance

Board Committees Chaired by Women

Board Refreshment

Nominee Age

Relevant Skills and Experience

The nominees possess a balance of leadership experiences, diverse perspectives, strategic skill sets and professional expertise that are essential in furthering our business strategy and objectives, including:

Retail Industry

           

   

CEO Experience

     

            

7

               

5

     

Marketing & Customer Experience

       

   

Financial Expertise

    

                

9

              

9

  

Online Scale & Growth

           

   

Technology Expertise

    

                  

10

          

6

    

Risk & Crisis Management

       

   

Diversity, Equity, Inclusion & Belonging

 

              

8

              

6

    

Business Transformation

     

             
                  

10

               

The Board recommends a vote FOR each Director nominee.

7

2023 Proxy Statement

Table of Contents

PROXY SUMMARY

You can vote by any

Proposal No. 2 – Ratification of Independent Accountants (page 34)

Qualified and Experienced Independent Auditors

Deloitte is an independent registered accounting firm that has served Nordstrom for more than 50 years.

The firm’s expertise and fees are appropriate for the scope of the following methods:Company’s needs.

The Board recommends a vote FOR this proposal.

Proposal No. 3 – Advisory Vote Regarding Executive Compensation (page 70)

Compensation Aligned with Performance

Our executive compensation program aligns with our strategy and our pay-for-performance philosophy.

We deliver the majority of compensation through a pay-for-performance framework where incentives are based on achieving results. Approximately 85% of our CEO’s fiscal 2022 target compensation was variable or linked to our financial or market results.

Our Incentive Adjusted EBIT achievement missed our threshold of $906 million and Incentive Adjusted ROIC missed the threshold of 11.0%, resulting in a 0% bonus payout.

Fiscal Year 2022 Target Compensation

 

CEO and
President & Chief Brand Officer

   

Average of all Other NEOs

  
  

   

  
  

85%

   

73%

  
  

Performance Based

   

Performance Based

  

The Board recommends a vote FOR this proposal.

2023 Proxy Statement

8

Table of Contents

PROXY SUMMARY

Proposal No. 4 – Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation (page 71)

The Board has determined that holding an advisory vote on executive compensation every year is the most appropriate policy for the Company at this time, and recommends that shareholders vote for future advisory votes on executive compensation to occur every year. At the 2017 Annual Meeting of Shareholders, over 95% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis. Furthermore, many elements of our executive compensation program are reviewed and determined annually, including:

base salary;

performance-based cash awards under the Company’s Executive Management Bonus Plan; and

long-term incentive grants under the 2019 Equity Incentive Plan.

Holding an annual advisory vote on executive compensation would continue to closely coincide with these decisions, promote corporate transparency and shareholder awareness of the Company’s compensation policies and practices and also provides the Company with more direct and immediate feedback on our compensation disclosures and practices.

The Board recommends a vote for “1 YEAR” for this proposal.

Proposal No. 5 – Approval of Amended and Restated 2019 Equity Incentive Plan (page 72)

Shareholders are being asked to approve the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan.

The Company has granted equity awards to its employees and directors under Nordstrom equity compensation plans since 1977 as part of a long-held approach to pay-for-performance. We believe it is important the Company have the ability to use stock-based compensation to attract and retain key talent, provide employees with a stake in the Company’s success, and align our team with long-term shareholder outcomes.

Equity compensation is also fundamental to our compensation philosophy and core objectives of paying for performance and aligning the interests of employees with those of shareholders. We believe that equity awards, and the potential they hold for appreciation through an increase in our stock price, support our pay-for-performance philosophy, provide further incentive to our employees to focus on creating long-term shareholder value and create an ownership culture that links employees’ interests with those of our shareholders and our long-term results, performance, and financial condition.

Absent shareholder approval, as a result of the volatility of the price of the Company’s Common Stock, the number of shares remaining available for grant under the EIP may become insufficient to meet the Company’s anticipated needs in 2024 – both with respect to its annual compensatory awards, as well as any potential need to address employee retention concerns. Therefore, we are asking the Company’s shareholders to approve this amendment to the EIP to increase the reserves for issuance by 15,000,000shares, which we expect to last 2-3 years.

The Board recommends a vote FOR this proposal.

Proposal No. 6 – Approval of Amended and Restated Employee Stock Purchase Plan (page 77)

Shareholders are being asked to approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan. The Board believes that it is in the best interests of the Company and its shareholders to approve the amendment to the ESPP in order to provide current and prospective employees of the Company and participating subsidiaries with the continuing opportunity to acquire equity interests in the Company through the ESPP. Therefore, the Board believes that this amendment to the ESPP will advance the interests of the Company’s shareholders.

Absent shareholder approval, it is anticipated that the reserve of Common Stock available for purchase under the ESPP may be exhausted as soon as 2024, depending on fluctuations in the Company’s stock price. Therefore, we are asking the Company’s shareholders to approve this amendment to the ESPP which will increase the maximum number of shares of Common Stock authorized for issuance under the ESPP by 3,500,000shares.

The Board recommends a vote FOR this proposal.

9

 

2023 Proxy Statement

Table of Contents

PROXY SUMMARY

Proposal No. 7 – Advisory Vote in Advanceon the Extension of the MeetingCompany’s Shareholder Rights Plan Until September 19, 2025 (page 79)

The Board adopted a limited duration shareholder rights plan on September 19, 2022 (the “Rights Plan”) to protect the interests of the Company and all shareholders from the likelihood that any entity, person or group gains control of Nordstrom through open-market accumulation or other means without payment of an adequate control premium. The Board believes that it is in the best interests of the Company and all shareholders to extend the Rights Plan until September 19, 2025, with the Board retaining the ability to terminate the Rights Plan prior to such date if warranted.

As announced at the time of its adoption, the Rights Plan:

Reduces the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium;

Helps ensure that the Board has sufficient time to make informed, deliberate decisions that are in the best interests of the Company and all Nordstrom shareholders;

Applies equally to all current and future shareholders of the Company;

Was not adopted in response to any specific takeover bid or other proposal to acquire control of the Company; and

Is not intended to deter offers that are fair and otherwise in the best interests of all of the Companys shareholders.

While shareholder approval is not required to extend the Rights Plan, the Board is asking shareholders to approve this advisory vote on the extension of the Rights Plan as part of the Board’s commitment to good corporate governance and to ensure that shareholders have an opportunity to voice their feedback on this important matter.

The Board recommends a vote FOR this proposal.

 

2023 Proxy Statement

 

10

Table of Contents

TABLE OF CONTENTS

Vote Online During the Meeting

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

3

   

INDEX OF KEY TERMS

 

5

   
computera03.jpg
Vote your shares at proxyvote.com, until 11:59 p.m. Eastern Daylight Time on May 19, 2020.

PROXY SUMMARY

 
person.jpg
See page 72 - Frequently Asked Questions and Answers About the Annual Meeting for details on voting your shares during the meeting through:
Have available your Notice of Internet Availability or proxy card for the 16-digit Control Number needed to vote.virtualshareholdermeeting.com/JWN2020

6

   

CORPORATE GOVERNANCE

 

12

Our Corporate Governance Framework

12

Board Responsibilities, Leadership Structure and Role in Risk Oversight

12

Board Oversight of ESG Issues

13

Director Independence

14

Chairman of the Board and Presiding Director

14

Director Elections

14

Management Succession Planning

15

Board Committees and Charters

15

Board Meetings and Attendance

18

Director Compensation and Stock Ownership Guidelines

18

Compensation Committee Interlocks and Insider Participation

20

Codes of Business Conduct and Ethics

20

Hedging and Pledging Policies

20

Shareholder Engagement

20

Website Access to Corporate Governance Documents

20

   
phonea03.jpg
Call the toll-free number listed on your proxy card until 11:59 p.m. Eastern Daylight Time on May 19, 2020.

ESG ISSUES

 

21

Diversity, Equity, Inclusion and Belonging

 

21

Corporate Social Responsibility

22

   

PROPOSAL 1: ELECTION OF DIRECTORS

 

25

   
*Sign, date and return the enclosed proxy card or voting instruction form.

AUDIT AND FINANCE COMMITTEE REPORT

 

33

   
Voting Matters (page 72)
  
Board Vote
Recommendation
 
Page Reference 
(for more detail)
1.Election of DirectorsFOR each Director Nominee 
2.Ratification of the Appointment of Independent Registered Public Accounting FirmFOR 
3.Advisory Vote Regarding Executive CompensationFOR 
4.Approval of an Amendment to the Nordstrom, Inc. 2019 Equity Incentive PlanFOR 
5.Approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase PlanFOR 


6 NORDSTROM, INC. - 2020 Proxy Statement


Board of Directors Nominees (page 21)
Name Age 
Director
Since
 Occupation Committee Memberships** 
Other Public
Company Boards
Shellye L. Archambeau* 57 2015 Former Chief Executive Officer of MetricStream, Inc. Corporate Governance and Nominating, Technology Verizon, Inc., Okta, Roper Technologies, Inc.
Stacy Brown-Philpot* 44 2017 Chief Executive Officer of TaskRabbit, Inc. Audit and Finance, Technology HP, Inc.
Tanya L. Domier* 54 2015 Chief Executive Officer of Advantage Solutions Audit and Finance, Compensation, People and Culture (Chair) YUM! Brands, Inc.
James L. Donald* 66 2020 Former Chief Executive Officer of Albertsons Companies, Inc. N/A*** Albertsons Companies, Inc.
Kirsten A. Green* 48 2019 Founder and Managing Partner of Forerunner Ventures Audit and Finance, Technology  
Glenda G. McNeal* 59 2019 President Enterprise Strategic Partnerships of American Express Compensation, People and Culture, Corporate Governance and Nominating RLJ Lodging Trust
Erik B. Nordstrom 56 2006 Chief Executive Officer N/A  
Peter E. Nordstrom 58 2006 President and Chief Brand Officer N/A  
Brad D. Smith* 56 2013 Executive Chairman and former Chief Executive Officer of Intuit, Inc. Compensation, People and Culture, Corporate Governance and Nominating Intuit, Inc., SurveyMonkey
Bradley D. Tilden* 59 2016 Chairman and Chief Executive Officer of Alaska Air Group, Inc. Audit and Finance (Chair) Alaska Air Group, Inc.
Mark J. Tritton* 56 2020 President and Chief Executive Officer of Bed Bath & Beyond N/A*** Bed Bath & Beyond
*Independent Director
** Mr. Gordon Smith and Mr. Turner, Directors not standing for re-election, were the Chairs of the Corporate Governance and Nominating Committee and the Technology Committee, respectively. The Board will determine new committee chairs after the Annual Meeting.
*** Mr. Donald and Mr. Tritton joined the Board on March 30, 2020. If re-elected by the shareholders at the Annual Meeting, the Board will consider their committee appointments at that time.
Governance of the Company (page 11)
Nine of eleven Director nominees are independent.
Independent Directors meet regularly in executive session.
The roles of Chief Executive Officer and Chairman of the Board are separate.
Only independent Directors are Committee members.
Director elections have a majority voting standard and all Directors are elected annually.

The Board has stock ownership guidelines for Directors and Executive Officers.
Board, Committee and Director performance evaluations are conducted annually.
The Board and its Committees are responsible for risk oversight.
Management succession planning is one of the Board’s highest priorities.
Business Highlights
In fiscal year 2019, net earnings were $496 million, or $3.18 per diluted share. This included $0.19 per diluted share of charges primarily related to the integration of Trunk Club as part of our market strategy in addition to debt refinancing costs. We achieved net sales of $15.1 billion compared with $15.5 billion in 2018, and saw a meaningful improvement in top-line trends in the second half of the year relative to the first half.


NORDSTROM, INC. - 2020 Proxy Statement 7



chart-6594af53f92a5153a17.jpgchart-2854c1b495ec5116b55.jpg
Achieved $15.1 billion in sales, reflecting a 400 basis-point improvement in the second half of the year relative to the first half of the year.

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 Generated earnings of $496 million, reflecting softer sales, partially offset by $225 million in expense savings, merchandise margin expansion and increased inventory turns.
Our business model is a key point of difference in serving customers in multiple ways through our two brands, Nordstrom and Nordstrom Rack, in stores and online with meaningful synergies across Nordstrom. We are focused on leveraging our digital and physical assets to provide customers with a best-in-class experience. In 2019, we made tremendous progress executing our market strategy, accelerating our sales trends and maintaining our inventory and expense discipline, including the following:
Customer Satisfaction We meaningfully improved customer satisfaction scores in many areas of our business and during our two key events Anniversary Sale and Holiday.
Market Strategy We accelerated the rollout of our market strategy to five of our top markets and significantly expanded our presence in the New York market with our NYC flagship opening.
Top-Line Trends We successfully executed plans to drive our top line as evidenced by a 400 basis-point improvement in the second half of the year.
Operating Discipline We realized $225 million in savings, exceeding our plans by 10%, which allowed us to reinvest in the customer experience. Sales grew faster than inventory for four consecutive quarters and we generated annual operating cash flow of more than one billion dollars for the 11th consecutive year.
As we continue into 2020, we remain focused on connecting with customers and serving them on their terms, to position us for long-term success.
Executive Compensation Highlights — Paying For Performance
In accordance with our pay-for-performance philosophy, the compensation program for our Named Executive Officers is straightforward in design and includes four primary elements: base salary, performance-based bonus, long-term incentives (“LTI”) and benefits. Within these pay elements, we emphasize variable pay over fixed pay, with at least 70% of each Named Executive Officer’s target compensation linked to our financial or
market results. The program also balances the importance of these executives achieving both critical short-term objectives and strategic long-term priorities. The following graphics represent target compensation for the Chief Executive Officer and the President and Chief Brand Officer and for the other Named Executive Officers, as shown on page 28.
stackchartv3bw600dpi002.jpg


8 NORDSTROM, INC. - 2020 Proxy Statement


Our Variable Pay Reflects Company Performance
Our pay-for-performance design includes rigorous performance goals and high performance standards. Further, with a substantial portion of pay in the form of Nordstrom stock, pay outcomes align with our shareholders’ interests. This is evidenced by our Named Executive Officers’ recent incentive compensation payouts and grant realizable values as of our 2019 fiscal year end, as shown below.
  2015
 2016
 2017
 2018
 2019
FINANCIAL RESULTS          
Net Earnings 
$600M 
$354M 
$437M 
$564M 
$496M
Earnings Before Interest and Income Tax Expense 
$1,101M 
$805M 
$926M 
$837M 
$784M
Return on Assets 6.6% 4.5% 5.4% 6.8% 5.1%
           
INCENTIVE COMPENSATION PAYOUTS          
Incentive Adjusted Earnings Before Interest and Income Tax Expense (“Incentive Adjusted EBIT”) 
$1,246M 
$1,076M 
$952M 
$909M 
$808M
Incentive Adjusted Return on Invested Capital
(“Incentive Adjusted ROIC”)
 11.0% 12.4% 10.0% 12.8% 11.2%
Annual bonus
(payout as a % of Target on Incentive Adjusted EBIT measure*)
 0% 80% 96% 89% 44%
3-year Total Shareholder Return (“TSR”) percentile ranking within comparator group 53%ile
 16%ile
 10%ile
 24%ile
 20%ile
Performance Share Unit (“PSU”) vesting
(payout as a % of Target)
 75% 0% 0% 0% 0%
PSU comparator group Retail
 S&P 500
 S&P 500
 S&P 500
 S&P 500 / Internal Measures**

34

*For the Chief Executive Officer and the President and Chief Brand Officer, actual bonus payouts as a percent of Target for fiscal years 2017, 2018 and 2019 were 94%, 63% and 47%, respectively. See pages 33 through 35 for more information.
** 2019 PSU grant results are based on internal measures. PSU vesting reflects the performance period ended February 1, 2020.
Incentive Adjusted EBIT and Incentive Adjusted ROIC are not measures of financial performance under U.S. Generally Accepted Accounting Principles (“GAAP”) and should be considered in addition to, and not a substitute for, return on assets, net earnings, total assets or other financial measures prepared in accordance with GAAP. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.
PSU vesting as shown in the table above corresponds to the performance periods ending in fiscal years 2015 through 2019. Three-year TSR percentile ranking is based on our relative TSR performance over three-year rolling periods between fiscal years 2013 and 2019 versus the comparator group. Beginning with the 2014 – 2016 performance period, we changed our comparator group from our retail peer group to the Standard & Poor’s 500. For the 2019 PSU grant, we changed our performance measure from relative TSR to internal measures, structured with two performance periods. Given the change in measures from relative TSR to internal measures related to the strategy that was
communicated to our shareholders in July 2018, the Committee decided to split the 2019 PSU grant into two tranches: two-thirds of which have a three-year performance period and one-third of which has a one-year performance period. The one-year performance period was intended only for the 2019 PSU grant. One-third of the PSUs were to be earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria had been met, and two-thirds of the PSUs will be earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria are met. Both tranches of the 2019 PSUs vest when the results have been certified by the Compensation, People and Culture Committee at the end of the three-year performance cycle, January 29, 2022. For the one-year performance cycle ended on February 1, 2020, the performance payout threshold was not achieved, so one-third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle. See pages 35 and 36 to learn more about long-term incentive pay.
GRANT REALIZABLE VALUES 2015
 2016
 2017
 2018
 2019
PSUs (realizable value as a % of grant value) 0% 0% 0% N/A
 0%
RSUs (realizable value as a % of grant value) 67% 99% 101% 77% 108%
Stock options (realizable value as a % of grant value) 0% 0% 5% N/A
 0%
Realizable values shown above are based on the actual value at time of vest, current unvested values using our2019 fiscal year end stock price of $36.86and current performance for the outstanding PSUs granted in 2019 (which were tracking at 0% payout as of the end of the fiscal year), shown as a percent of grant value. PSUs, restricted stock units (“RSUs”) and stock options are shown in the column matching the year of grant.


NORDSTROM, INC. - 2020 Proxy Statement 9



Nonqualified Deferred Compensation

58

Fiscal Year 2022 Nonqualified Deferred Compensation Table

58

Potential Payments Upon Termination or Change in Control

59

Pay Ratio Disclosure

65

PAY VERSUS PERFORMANCE DISCLOSURE

66

PROPOSAL 3: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

70

PROPOSAL 4: ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

71

PROPOSAL 5: APPROVAL OF AMENDMENT TO THE NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN

72

PROPOSAL 6: APPROVAL OF THE NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

77

PROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025

79

EQUITY COMPENSATION PLANS

83

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

84

Beneficial Ownership Table

84

Delinquent Section 16(a) Reports

86

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

86

Review and Approval Process

86

Related Party Transactions

87

OTHER MATTERS

87

2024 ANNUAL MEETING OF SHAREHOLDERS INFORMATION

87

Requirements and Deadlines for our Named Executive Officers reflects our pay-for-performance philosophySubmission of Proxy Proposals, Nomination of Directors, and is well aligned with shareholder interests.Other Business of Shareholders

87

FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

88

APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES

A-1

APPENDIX B: NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLAN

B-1

APPENDIX C: NORDSTROM, INC. AMENDED & RESTATED EMPLOYEE STOCK PURCHASE PLAN

C-1

For more information on executive compensation, please see the Compensation Discussion and Analysis starting on page 28.


10 NORDSTROM, INC. - 2020 Proxy Statement

11

2023 Proxy Statement


CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Our Corporate Governance Framework

Since its founding, our Company’s leaders and employees have always sought to maintain the highest ethical standards in every aspect of our business. Our corporate governance framework is designed to support this tradition of integrity, trust and unyielding commitment to dodoing the right thing, which has served our customers and shareholders well over the years. Our corporate governance framework, more fully discussed on the following pages, includes the following highlights:


governanceframeworka03.jpg

Corporate Governance

9 of 11 Director Nominees are Independent

Independent Chairman

Regular Executive Session of Independent Directors

Committees Comprised Only of Independent Directors

All Audit & Finance Committee
Members are SEC “Audit
Committee Financial Experts”

Annual Evaluations of Board, Committees and Directors

Authority to Hire Independent Consultants and Experts

Shareholder Rights

Annual Election of all Directors

Majority Vote Standard for Director Elections

Each Share of Common Stock is Entitled to One Vote

Shareholders of 10%+ Entitled to Call Special Meetings

Annual Say-on-Pay Advisory
Vote

Open Communications with Directors

Regular Outreach and Engagement of Shareholders

Compensation

Pay-for-Performance Philosophy
Guides Executive Compensation

Stock Ownership Policy for Directors and Executive Officers

Executive Compensation
Clawback Policy

Hedging and Pledging Policies

Independent Compensation Consultant Engaged by Compensation, People and
Culture Committee

Strategy and Risk

Company Strategy Oversight by Board

Risk Oversight by Board and Committees Aligned with Company Strategy

Regular Risk Management
Reports to Board and
Committees

Compensation Program Designed to Reduce Undue Risk

Annual Strategy Planning Meeting

Board Oversight of Chief Executive Officer and Management Succession Planning

Board Responsibilities, Leadership Structure and Role in Risk Oversight

The Board of Directors (“Board”) oversees, counsels and directs management in promoting the long-termlong-term interests of the Company and our shareholders. The Board’s responsibilities include:

determining the appropriate structure for the senior leadership of the Company;

selecting and evaluating the performance of the Chief Executive Officer;

CEO;

planning for succession with respect to the position of the Chief Executive OfficerCEO and monitoring and providing input with respect to management’s succession planning for other senior executives;

reviewing and approving our major financial objectives, our strategic and operational plans and other significant actions;

2023 Proxy Statement

12

Table of Contents

CORPORATE GOVERNANCE

monitoring the conduct of our business and the assessment of our business risks to promote the proper management of the business;

overseeing the management of cybersecurity, including oversight of appropriate risk mitigation strategies, systems, processes and controls; and

overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with laws and our CodeCodes of Business Conduct and Ethics.

At this time, the Board believes different people should hold the positions of Chairman of the Board and Chief Executive Officer, CEO, as this may strengthen corporate governance, aid in the Board’s oversight of management and aid in the Board’s oversight and management of management.risk. Currently, Brad D. SmithTilden serves as Chairman of the Board and Erik B. Nordstrom serves as the Chief Executive Officer.CEO. The Chief Executive OfficerCEO is responsible for day-to-dayday-to-day leadership and performance of the Company, while the Chairman of the Board provides guidance to the Chief Executive Officer CEO and presides over the full Board. The duties of our Chairman of the Board are more fully described in the Chairman of the Board and Presiding Director section on the following page. The Board believes this leadership structure also aids in the Board’s oversight and management of risk.



NORDSTROM, INC. - 2020 Proxy Statement 11



The full Board has primary responsibility for oversight of risk management and has assigned to the Board’s standing Committees the task of focusing on the specific risks inherent in their respective areas of oversight. The full Board:

considers and determines the Company’s risk appetite, which is the amount of risk the organization is willing to accept;

oversees management’s implementation of an appropriate system to manage risks (i.e., to identify, assess, mitigate, monitor and communicate these risks) and monitors the effectiveness of this process as the business environment changes;

provides risk oversight through the Board’s committee structure and processes; and

directly manages directly certain risks, in particular, the risks associated with the Company’s strategic direction, which are reviewed at an annual strategy planning meeting and periodically throughout the year.

The Company has a comprehensive, structured approach to managing risks, which are identified, assessed, prioritized and managed at all levels within the Company through an enterprise risk management process which is aligned with the Company’s strategy. Within this framework, management is responsible for assessing and managing the Company’s exposure to risks.

Management regularly reports on risks to the relevant Committee or the Board. The Board and its Committees discuss the various risks confronting the Company throughout the year, particularly when reviewing operating and strategic plans and when considering specific actions for approval. The risks are classified into four major categories: Strategic, Compliance, Operational and Financial, and are mapped for the appropriate management and Board (and Committee) oversight.

Through the risk oversight process, the Board: (i)

obtains an understanding of the risks inherent in the Company’s strategy and management’s execution of the strategy within the agreed risk appetite; (ii)

accesses useful information from internal and external sources about the critical assumptions underlying the strategy; (iii)

is alert for possible dysfunctional behavior within the organization which might lead to excessive risk taking; (iv)

provides input to executive management regarding critical risk issues on a timely basis; and (v)

encourages open communication and appropriate escalation of reporting of risk throughout the enterprise, striving to ensure that risk management is part of the corporate culture.

The Board’s leadership structure and the collective knowledge and experience of its members promotes a broad perspective, open dialogue and useful insights regarding risk, thereby increasing the effectiveness of the Board’s role in risk oversight.

Board Oversight of ESG Issues

The Board views effective oversight and management of ESG issues and their associated risks as vital to the Company’s ability to execute its business strategy and achieve sustainable long-term growth. The Board coordinates with its Committees to provide active Board and Committee level oversight of the Company’s ESG risks. Specifically:

Our Board views effective
oversight and management
of ESG issues as vital to the
Company’s long
-term
growth.

The Board oversees ESG risks as part of its oversight of the Company’s business, strategy and enterprise risk management. As part of this oversight, the Board and its Committees receive regular reports on ESG-related matters, such as updates on the Company’s progress towards its sustainability and corporate social responsibility goals, status updates on the Company’s Diversity, Inclusion and Belonging Goals, reports on any ESG-related engagements with shareholders, and information on recent ESG developments, so that the Board can ensure that any material ESG risks and opportunities are appropriately integrated into the Company’s long-term strategy.

13

2023 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE

The CGNC is charged with direct responsibility for oversight of risks relating to corporate governance, shareholder engagement, corporate social responsibility and sustainability. The work of the CGNC reflects the Company’s commitment to improving the sustainability of our operations and supply chains, including finding ways to continue to reduce our carbon emissions, reduce waste through innovative programs like BEAUTYCYCLE and increase the number of sustainably sourced products we make available to our customers. The CGNC also has oversight over Board effectiveness, including identifying and recruiting Board members with the appropriate skills and experience, including experience with ESG initiatives, to lead our Company into the future.

The CPCC is charged with providing feedback on the development, implementation and effectiveness of the Company’s policies, strategies and programs relating to human capital management, including but not limited to, talent management, workplace health and safety, cultural initiatives, employee engagement and employee surveys, and diversity, inclusion and belonging initiatives. The CPCC has been integral in allowing the Company to continue adapting to the ever-evolving challenges presented by the pandemic, including overseeing our efforts to offer employees flexible work models, new wellness and mental health resources and to ensure our frontline employees feel supported with the safest possible work environments, all of which have allowed our employees to focus on serving the needs of our customers.

The AFC is charged with reviewing and discussing with management the risks faced by the Company and the policies, guidelines and process by which management assesses and manages the Company’s risks, including the Company’s major financial risk exposures, which include risks related to ESG matters, and the steps management has taken to monitor, control and manage such exposures. The AFC shall also receive periodic reports from management on the Company’s ESG reporting, data and disclosures and shall discuss with management related controls and procedures.

To learn more about our ESG initiatives, please refer to our most recent corporate social responsibility report and other information available on our website at nordstrom.com/browse/nordstrom-cares. The information contained or referred to on our website is not deemed to be incorporated by reference into this Proxy Statement unless otherwise expressly noted.

Director Independence

A Director is considered independent when our Board affirmatively determines that he or shethe Director has no material relationship with the Company, other than as a Director. Our Board makes this determination in accordance with the standards set forth in our Corporate Governance Guidelines, which are consistent with the listing standards of the New York Stock Exchange (“NYSE”)NYSE and Securities and Exchange Commission (“SEC”)SEC rules. In making this determination, the Board considers existing relationships between the Company and the Director, whether directly or as a partner, shareholder or officer of an organization that has a relationship with

the Company. The Board has affirmatively determined that each of the following Director nominees, areexcept Erik Nordstrom and Peter Nordstrom, is independent within the meaning of the listing standards of the NYSE, SEC rules and the Company’s Corporate Governance Guidelines, and none of these Director nominees have a material relationship with the Company other than as a Director:
Shellye L. ArchambeauJames L. DonaldBrad D. Smith
Stacy Brown-PhilpotKirsten A. GreenBradley D. Tilden
Tanya L. DomierGlenda G. McNealMark J. Tritton
Guidelines.

Chairman of the Board and Presiding Director

The Company has a Chairman of the Board who is also an independent Director and who serves as the Presiding Director within the meaning of the listing standards of the NYSE. Currently, BradBradley D. SmithTilden serves as the Company’s Chairman of the Board.

Chairman.

The Chairman of the Board is appointed annually by the Board. As described in the Company’s Bylaws, Corporate Governance Guidelines and Charterthe charter of the Corporate Governance and Nominating Committee,CGNC, the Chairman of the Board:

Chairman:

presides at meetings of the Board;

assists in establishing the agenda for each Board and Board Committee meeting;

serves as the Presiding Director to lead regular executive sessions at each meeting of the Board in which only independent Directors participate;

calls special meetings of the Board and/or the shareholders;

provides input and support to the Chair of the Corporate Governance and Nominating CommitteeCGNC on nominees to fill vacant Board seats and the selection of Committee Chairs and membership on Board Committees;

advises the Chief Executive OfficerCEO and other members of the Executive Teamexecutive team on matters such matters as strategic direction, corporate governance and overall risk assessment; and

performs such other duties as the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.



12 NORDSTROM, INC. - 2020 Proxy Statement


Director Elections

The Company’s Bylaws provide that, in an uncontested election, a Director nominee will be elected if the number of votes cast for the nominee’s election exceeds the number ofother votes cast against thein connection with such nominee’s election.election at a meeting at which a quorum is present. An incumbent Director nominee who fails to receive the requisite votes for election will continue to serve as a Director until the earlier of: (i) 90 days from the date on which the voting results of the election are determined; or (ii) the date

on which an individual is selected by the Board to fill the position held by such Director. In any election which is a contested election (meaning that the number of director nominees exceeds the number of directors to be elected)we received a nomination notice from a shareholder), the standard for election of directorsDirectors is a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting.

2023 Proxy Statement

14

Table of Contents

CORPORATE GOVERNANCE

We received notice from a shareholder stating its intention to nominate two candidates for election to the Board at the Annual Meeting, which notice was later withdrawn. Because the Company received a nomination notice from a shareholder, the election of Directors at the Annual Meeting is deemed to be “contested” pursuant to our Bylaws and directors will be elected by a plurality of votes properly cast.

Management Succession Planning

The Board and management believe that one of their primary responsibilities is to ensure the Company has the appropriate leadership capability to effectively deliver upon its business commitments. The Company’s management is actively engaged and involved in leadership development, having regular discussions of the leadership capabilities of the organization and the attraction, development and retention of critical talent to promote future success. In addition to the Company’s regular review of leadership capabilities, the Board annually conducts a detailed review of the talent strategies for the entire organization and reviews succession plans for senior leadership positions, including that of the Chief Executive Officer.CEO. The Board reviews high-potentialhigh-potential employees, evaluates plans to develop their management and leadership capabilities and sanctions the strategies used to deploy these individuals most effectively. In addition to the annual review, succession is regularly discussed in executive sessions of the Board and in Board Committee meetings, as applicable.


Directors become familiar with potential successors for key leadership positions through various means, including the comprehensive annual talent and succession review, Board meeting presentations and less formal interactions throughout the course of the year.

Our entire Board with the oversight of our Corporate Governance and Nominating Committee, is responsible for implementing succession procedures for the Chief Executive Officer.CEO. We believe the Board, led by our Chairman, should collaborate with the Chief Executive Officer CEO on the critical aspects of the succession planning process, including establishing selection criteria, identifying and evaluating candidates and making management succession decisions. The Board has procedures in place to respond to an unexpected vacancy in the Chief Executive OfficerCEO position, including a detailed review of the succession plan annually by the Board. It is the Board’s practice to be prepared for a planned or unplanned change in leadership in order to ensure the stability of the Company.

Communications with Directors
Shareholders

Board Committees and other interested parties may communicate with Directors by contacting the Corporate Secretary’s Office at:

phonea03.jpg
Telephone:206-373-4381
7E-mail:board@nordstrom.com
*Mail:
Nordstrom, Inc.
1700 Seventh Avenue, Suite 1500
Seattle, Washington 98101-4407
Attn: Corporate Secretary
Charters

The Corporate Secretary will relay the question or message to the specific Director with whom the shareholder or interested party wishes to communicate.

If no specific Director is requested, the Corporate Secretary will relay the question or message to the Chairman of the Board. Certain items that are unrelated to the duties and responsibilities of the Board such as business solicitations, advertisements, junk mail and other mass mailings, will not be relayed to Directors.
Thehas four standing Committees: Audit and Finance Committee has established procedures to respond to possible concerns about ethics and accounting-related practices. To report your concerns, you may use the Company’s confidential Whistleblower Hotline at:
phonea03.jpg
Telephone:1-888-832-8358
computera03.jpg
Internet:ethicspoint.com
Your concerns will be investigated and communicated to the Audit and Finance Committee, as necessary.


NORDSTROM, INC. - 2020 Proxy Statement 13



Board Committees and Charters
The Board has a standing Audit and Finance Committee,(“AFC”); Compensation, People and Culture Committee (“CPCC”); Corporate Governance and Nominating Committee (“CGNC”); and Technology Committee.Committee (“TC”). Each Committee has a Board-approved CharterBoard-approved charter which is reviewed annually by the respective Committee. Recommended changes to the charter, if any, are submitted to the Corporate Governance and Nominating CommitteeCGNC and the Board for approval. The Board makes Committee and Committee Chair assignments annually at itsthe Board meeting immediately followingheld in tandem with the Annual Meeting, although further changes to Committee
assignments may be made from time to time as deemed appropriate by the Board. The Board has determined that the Chairs and all Committee members are independent under the applicable NYSE rules. Committee Charterscharters and current Committee membership are posted on our website at investor.nordstrom.com and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu. The ChairsWebsite.

In addition to the responsibilities described below and members of the Committees as of the date of this Proxy Statement are identified inon the following table.

pages, the Board and its Committees also have oversight over ESG issues. For additional information on how risk oversight over ESG issues is allocated between the Board and its Committees, please see Board Oversight of ESG Issues beginning on page 13.

Director

Audit and Finance Committee

Compensation, People and Culture CommitteeCorporate Governance and Nominating CommitteeTechnology Committee
Shellye L. Archambeau
ü
ü
Stacy Brown-Philpot
ü
ü
Tanya L. Domierü
chairicona01.gif
James L. Donald*
Kirsten A. Greenüü
Glenda G. McNealüü
Brad D. Smithü
ü
Gordon A. Smith**ü
chairicona01.gif
Bradley D. Tilden
chairicona01.gif
Mark J. Tritton*
B. Kevin Turner**ü
chairicona01.gif

chairicona01.gif
Chair
*Mr. Donald and Mr. Tritton were appointed to the Board of Directors on March 30, 2020, and therefore did not hold Committee positions as of the date of this Proxy Statement. If re-elected to the Board by the shareholders at the Annual Meeting the Board will consider appropriate committee assignments at that time.
** Mr. Gordon Smith and Mr. Turner are not seeking re-election and will be retiring from the Board at the end of their current term in May 2020.
Audit and Finance Committee

As more fully described in its Charter,charter, the primary responsibilityresponsibilities of the Audit and Finance Committee isAFC are to assist the Board in fulfilling its oversight responsibility by by:

reviewing the Company’s financial statements and discussing:

ensuring the integrity of the Company’s financialthose statements;

evaluating the accounting, auditing and financial reporting processes of the Company;

the management of

managing business and financial risk and the internal controls environment;

assessing the Company’s compliance with legal and regulatory requirements and ethics programs as established by management and the Board, in conjunction with any recommendations by the Corporate Governance and Nominating CommitteeCGNC with respect to corporate governance standards;

and

reviewing the reports resulting from the performance of audits by the independent auditor and the internal audit team;

team.

In addition, the AFC provides financial oversight by:

evaluating the qualifications, independence and performance of the Company’s independent auditors; and

the

assessing performance of the Company’s internal audit team.

In addition, the Audit and Finance Committee provides financial oversight, including:
assisting the Board in fulfilling its oversight responsibilities with respect toteam;

advising on the Company’s capital structure, financial policies, capital investments, business and financial planning and related matters;

reviewing and discussing the Company’s tax strategies and the implications of actual or proposed tax law changes;

reviewing and discussing

overseeing the Company’s dividend payment and share repurchase strategies, banking relationships, borrowing facilities and cash management; and

monitoring the ratings assigned by rating agencies to the Company’s long-term debt.

The Audit and Finance Committee regularly reviews accounting, auditing and financial reporting processes, enterprise risk management, and compliance with lawscovenants under its outstanding indebtedness and regulations. The Audit and Finance Committee also meets privately and separately with the independent registered public accounting firm, the Chief Financial Officer and the Vice President, Internal Audit.borrowing facilities.



14 NORDSTROM, INC. - 2020 Proxy Statement

15

2023 Proxy Statement

Back toTable of Contents


In addition to meeting the independence requirement for audit committee members, each current member of the Audit and Finance Committee also meets the financial literacy and experience requirements contained in the corporate governance listing standards of the NYSE. The Board has determined that all Audit and Finance Committee members qualify as “audit committee financial experts” under the regulations of the SEC. Although all members of the Audit and Finance Committee meet the current
regulatory requirements for accounting or related financial management expertise and the Board has determined that each of them qualifies as an “audit committee financial expert,” members of the Audit and Finance Committee are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or accounting.

CORPORATE GOVERNANCE

The Audit and Finance
Committee provides
financial oversight of the
Company’s management,
internal audit function and
independent auditors.

The AFC regularly reviews enterprise level risks (including commercial, supply chain and cybersecurity risks), compliance with laws and regulations, and audit results for corporate social responsibility metrics. The AFC also meets privately and separately with the independent registered public accounting firm, the CFO and the Vice President, Internal Audit.

In addition to meeting the independence requirement for audit committee members, the Board has determined that each current member of the AFC also meets the financial literacy and experience requirements contained in the corporate governance listing standards of the NYSE. While the members of the AFC are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or accounting, the Board has determined that all AFC members qualify as “audit committee financial experts” under the regulations of the SEC.

Compensation, People and Culture Committee

As more fully described in its Charter,charter, the primary responsibilities of the Compensation, People and Culture Committee are:

approving an overall compensation philosophy for the Company’s Executive Officers in light of the Company’s goals and objectives. The Executive OfficersCPCC are referenced on pages 26 and 27 and include the Named Executive Officers shown in the Compensation Discussion and Analysis on page 28 and other business unit presidents and Company executives with responsibility for major organizational functions who report to the Chief Executive Officer or other senior executives;
selecting performance measures aligned with the Company’s business strategy;
reviewing and approving the Company’s cash and equity-based compensation plans for executives;
recommending toassist the Board the form and amount of Director compensation;
reviewing and approving anyin fulfilling its oversight responsibility by:

developing the overall compensation philosophy for the Company’s Executive Officers in light of the Company’s goals and objectives. The Executives are referenced in the Executive Officer section beginning on page 35 and include the NEOs shown in the CD&A on page 37 and other business unit presidents and Company executives with responsibility for major organizational functions who report to the CEO or other senior executives;

selecting performance measures aligned with the Company’s business strategy;

administering the Company’s cash and equity-based compensation plans for executives;

annually evaluating the corporate goals and objectives relative to the compensation for executives, and evaluating the executive officers’ performance in light of these goals and objectives;

Our Compensation, People
and Culture Committee
oversees our strategies and
goals relating to the
development of our
employees throughout the
organization.

administering benefit plans, retirement and deferred compensation or other perquisites offered to the Executive Officers and other eligible employees;

reviewing the Company’s compensation practices so that they do not encourage imprudent

assessing risk taking;relating to compensation; and

periodically receiving updates and providing feedback on the Company’s programs related to

overseeing key talent focuses and initiatives such as diversity, inclusion and belonging.

The CommitteeCPCC has the sole authority to retain such consultants and advisors as it may deem appropriate and to approve related fees and other retention terms. The CommitteeCPCC has retained Semler Brossy, Consulting Group, LLC (“Semler Brossy”), an independent

compensation consulting firm, to advise the CommitteeCPCC on executive compensation and benefit matters. Semler Brossy provides services only as directed by the Committee.CPCC. During fiscal year 2019, 2022, Semler Brossy’s services included a review of executive and director pay programs, a review of the compensation peer group a review of pay and performance, and other pay-relatedpay-related matters specific to the Committee’s Charter.CPCC’s charter. The CommitteeCPCC has assessed the independence of Semler Brossy pursuant to NYSE rules and determined that Semler Brossy is independent under the rules of the NYSE and that its work for the Compensation CommitteeCPCC does not raise any conflict of interest.

A consultant from Semler Brossy attends CommitteeCPCC meetings in person or by phone and supports the CommitteeCPCC by providing independent expertise on market practices and trends in executive compensation within the general industry and the peer group defined for such purposes. Additionally, the consultant provides advice regarding the composition of the Company’s peer group and analysis of peer group practices for base salary, performance-basedperformance-based bonus, long-term incentivesLTIs and other compensation elements and advice on management’s proposed levels of executive compensation. Semler Brossy also advises the CommitteeCPCC on compensation program design, including incentive structure, stock ownership guidelines, regulatory requirements related to executive compensation, plans submitted to shareholders for approval, governance responsibilities and such other matters as assigned by the CommitteeCPCC from time to time as necessary to carry out its responsibilities under its Charter.charter.

2023 Proxy Statement

16

Table of Contents

CORPORATE GOVERNANCE

Corporate Governance and Nominating Committee

As more fully described in its Charter,charter, the primary responsibilities of the Corporate Governance and Nominating Committee are:

reviewing and recommending individualsCGNC are to assist the Board in fulfilling its oversight responsibility by:

evaluating potential nominees for election to the Board for nomination as members ofand determining the Board and its Committees;

reviewing possible conflicts of interestcomposition of Board members and the Company’s Executive Officers;
developing and reviewing the Company’s Corporate Governance Guidelines;
reviewing and considering revisions to the corporate governance standards contained in the Company’s Codes of Business Conduct and Ethics;
reviewing and recommending approval of the policies and practices of the Company in the area of corporate governance;
producing and providing to the Board an annual performance evaluation of the Board, the Directors and each Committee of the Board;
establishing succession procedures in the case of an emergency or the retirement of the Chief Executive Officer; and
reviewing the overall performance of the Chief Executive Officer on an annual basis.


NORDSTROM, INC. - 2020 Proxy Statement 15



Committees;

Our Corporate Governance
and Nominating Committee
regularly reviews best
practices to ensure the
proper functioning of the
Board and its Committees.

evaluating possible conflicts of interest of Board members and the Company’s Executive Officers;

approving the Company’s Corporate Governance Guidelines;

establishing the corporate governance standards contained in the Company’s Codes of Business Conduct and Ethics;

advising on policies and practices of the Company in the area of corporate governance;

evaluating and recommending to the Board the form and amount of Director compensation;

performing the annual performance evaluation of the Board, the Directors and each Committee of the Board; and

overseeing succession procedures to be followed in the case of an emergency or the retirement of the CEO.

Technology Committee

As more fully described in its Charter,charter, the primary responsibilities of the Technology Committee are:

assistingTC are to assist the Board in fulfilling its oversight with respectresponsibility by:

Our Technology
Committee meets
quarterly to oversee
strategy and risks related
to cybersecurity,
technology and data
governance.

advising on the Company’s technology strategy;

overseeing the Company’s technology acquisition and development process to ensure ongoing business growth;

evaluating the Company’s data management and automation processes and measurement and tracking systems;

reviewing the Company’s technology risk management, including but not limited to the Company’s technology strategy;

reviewing and discussing the Company’s technology acquisition and development process to assure ongoing business growth;
reviewing and discussing the Company’s data management and automation processes, and measurement and tracking systems;
reviewing and discussing the Company’s policies and safeguards for information technology, information security, prevention and detection of technology-based fraud, cybersecurity, data security and privacy, as well as risks and incidents with respect to information technology and data security;

reviewing the efficacy of the Company’s cybersecurity policies, controls and procedures; and

overseeing material technology investments.

With the oversight of the TC:

in addition to the Payment Card Industry Data Security Standard (PCI-DSS), Systems and Organization Controls 2 (SOC2) and Sarbanes-Oxley Act (SOX) assessments, the Company’s information security program has been assessed by a third-party advisor each of the last four years to evaluate team maturity and to evaluate any improvements or opportunities;

the Company delivers training on various information security and privacy topics on an annual basis to all employees, with additional technical security training provided to engineers and technology workers. The Company’s compliance team maintains and delivers the training program and tracks completion against compliance targets; and

phishing exercises and security awareness campaigns are also designed and delivered periodically throughout the year to all employees.

The TC also regularly reviews any information technology and data security; and

making recommendations tosecurity incidents as a standing agenda item each time the Board with respect to investments in technology.TC meets.

17

2023 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE

Board Meetings and Attendance

The Board held five meetings during fiscal year 2019, one of which was devoted principally to Company strategy. During the past fiscal year, the Audit

The Board held seven formal meetings during fiscal year 2022, one of which was devoted principally to Company strategy. During the past fiscal year, the AFC held eight formal meetings and the CPCC, CGNC and TC each held four formal meetings. Each Director attended at least 75% of the aggregate of all formal meetings of the Board and the Committees on which they served during the year and overall attendance at formal meetings, on a combined basis, was 99%. Independent members of the Board met at each formal meeting of the Board in executive session without management present. Directors are expected to attend the Annual Meeting of Shareholders, if practicable. All Directors who were Directors at the time of the 2022 Annual Meeting of Shareholders attended the 2022 Annual Meeting of Shareholders.

Director Compensation and Finance Committee held five meetings, the Compensation, People and Culture Committee held four meetings, the Corporate Governance and Nominating Committee held four meetings, and the Technology Committee held four meetings. Each

Director attended at least 75% of the aggregate of all meetings of the Board and the Committees on which he or she served during the year, and overall attendance at the meetings, on a combined basis, was 92%. Independent members of the Board met at each regular meeting of the Board in executive session without management present.
Director Compensation
Stock Ownership Guidelines

The Company’s pay-for-performancepay-for-performance philosophy for Director compensation reflects the Board’s belief that payment of a majority of the Director fees in the form of Nordstrom common stock (“Common Stock”)Stock aligns the interests of Directors with the interests of the Company’s shareholders and enhances Director compensation when the Company performs well. The Board believes that the Director fees paid by the Company should be competitive with other companies having similar characteristics.

Employee Directors of the Company are not paid any fees for serving as members of the Board. NonemployeeNon-employee Director compensation consists of the following elements:
is discussed in this section.

Non-Employee Director Annual Compensation Elements for 20192022

Amount ($)*


Director Retainer

85,000


Audit and Finance Committee

AFC Chair Retainer

30,000


Compensation, People and Culture Committee

CPCC Chair Retainer

20,000


Corporate Governance and Nominating Committee

CGNC Chair Retainer

15,000


Technology Committee

TC Chair Retainer

15,000


Grant date value of Director Equity Grant of Common Stock having a grant

150,000

Grant date value of

140,000
Chairman of the Board Equity Grant of Common Stock

200,000

* Directors may elect to take some or all of their cash retainer fees in Common Stock.

Our Directors are required to
hold stock
having a grant date value of
at least $450,000, in excess
of 5x the annual cash
retainer, by their fifth
anniversary of joining the
Board.

200,000
*

Under the Director stock ownership guidelines, Directors may electare currently required to take some or allown Common Stock having a value of theirat least $450,000, in excess of five times the annual Director cash retainer, feesby their fifth anniversary of joining the Board. As of the Record Date, each nominee for election at the Annual Meeting had either satisfied this obligation or had time remaining to do so. Under the Company’s policy, a Director is deemed to be in compliance with the stock ownership guidelines once their holdings of Common Stock.Stock meet or exceed the threshold, and will remain in compliance, notwithstanding any decline in the value of Common Stock, unless and until the Director sells shares.

Under the Director Stock Ownership Guidelines, Directors are currently required to own Common Stock having a value of at least $425,000 by their fifth anniversary of joining the Board. As of March 11, 2020, each nominee for election at the Annual Meeting had either satisfied this obligation or had time remaining to do so.
Changes for 2020
At the February Board meeting, after consideration of recommendations made by the Compensations, People and Culture Committee’s compensation consultant, the following pay component

Changes for 2023

No changes were made to Director Compensation beginning in fiscal year 2020 to better align pay with thatcompensation elements for 2023.

2023 Proxy Statement

18

Table of our peer companies, as shown on page 32:



Back to Contents

CORPORATE GOVERNANCE


Non-Employee Director Summary Compensation Table

During the fiscal year ended February 1, 2020, nonemployeeJanuary 28, 2023, non-employee Directors of the Company received the following compensation for their services:

Name
Fees Earned
or Paid in Cash
($)(a)(b)

Stock
Awards
($)(b)(c)

All Other
Compensation
($)(d)

Total
($)

Shellye L. Archambeau85,000139,9905,127230,117
Stacy Brown-Philpot85,000139,9908,752233,742
Tanya L. Domier105,000139,99020,795265,785
James L. Donald*



Kirsten A. Green106,250174,9849,576290,810
Glenda G. McNeal106,250174,984
281,234
Brad D. Smith85,000339,9897,072432,061
Gordon A. Smith100,000139,9907,563247,553
Bradley D. Tilden115,000139,9906,928261,918
Mark J. Tritton*



B. Kevin Turner100,000139,99035,044275,034
*
Mr. Donald and Mr. Tritton were appointed to the Board of Directors on March 30, 2020, and therefore did not receive any compensation during the fiscal year ended February 1, 2020.

Name

Retainers
Earned
or Paid in Cash
($)(a)(b)

Stock
Awards
($)(b)(c)

All Other
Compensation
($)(d)

Total
($)

Shellye L. Archambeau*

1,622

1,622

Stacy Brown-Philpot

100,000

149,987

21,281

271,268

James L. Donald

115,000

149,987

19,491

284,478

Kirsten A. Green

85,000

149,987

19,375

254,362

Glenda G. McNeal

100,000

149,987

30,452

280,439

Brad D. Smith*

1,051

1,051

Bradley D. Tilden

85,000

349,987

4,862

439,849

Mark J. Tritton

105,000

149,987

15,823

270,810

Amie Thuener O’Toole

85,000

149,987

7,985

242,972

Atticus N. Tysen**

*Shellye Archambeau and Brad Smith retired from the Board at the end of their respective terms in May 2022 and did not receive director retainers during the fiscal year ended January 28, 2023.

**Atticus Tysen was appointed to the Board on January 3, 2023 and received no compensation in the fiscal year ended January 28, 2023. He received a pro-rata stock award and pro-rata cash retainer in fiscal year 2023 to reflect his service in the quarter prior to the Annual Director payments to be made in May 2023.

The above table does not include Eric D. Sprunk, who was appointed after the fiscal year ended January28, 2023.

(a) FeesRetainers Earned or Paid in Cash

The amounts reported reflect the cash feesretainer paid to each nonemployeenon-employee Director, whether or not such feesretainers were deferred or takendeferred. Stacy Brown-Philpot received $15,000 in cash for service as Common Stock. Ms. DomierChair of the TC. James Donald received $30,000 in cash for service as Chair of the AFC. Glenda McNeal received $15,000 in cash for service as Chair of the CGNC. Mark Tritton received $20,000 in cash for service as Chair of the Compensation, People and Culture Committee. Ms. Green and Ms. McNeal each received $21,250 in cash as a prorated retainer for their mid-year appointments on February 27, 2019. Mr. Gordon Smith received $15,000 in cash for service as Chair of the Corporate Governance and Nominating Committee. Mr. Tilden received $30,000 in cash for service as Chair of the Audit and Finance Committee. Mr. Turner received $15,000 in cash for service as Chair of the Technology Committee and elected to receive his retainer and the $15,000 as Chair of the Technology Committee in Common Stock.

CPCC.

(b) Deferred Compensation Program

Nonemployee

Non-employee Directors may elect to defer all or a part of their cash retainers and stock awards under the Nordstrom Directors Deferred Compensation Plan (“Directors Plan”).DDCP. Directors are required to make advance elections to defer the receipt of feesretainers or stock awards, and all deferral elections generally are irrevocable. Directors are also required to make advance elections about the form and timing of distribution of their deferred cash feesretainers or stock awards.

In 2019,2022, cash deferrals could be directed among 189 deemed investment alternativesand gains and losses for cash deferrals were posted to the Director’s account daily based on their investment elections. In addition, plan participants were offered a fixed rate option of 4.5%4.36% in 2019,2022, which was not subsidized by the Company, but rather was a rate based on guaranteed contractual returns from a third-partythird-party insurance company provider. Deferred stock awards are credited to the Director’s account as units. Each unit in the Directors PlanDDCP is equal in value to the price of one share of Common Stock. Each deferred unit is credited with dividends, in the form of additional units, to the same extent as a share of Common Stock.

During the fiscal year which ended February 1, 2020, Ms. Brown-PhilpotJanuary 28, 2023, Stacy Brown-Philpot deferred 100% of her stock award into the Directors Plan.

DDCP, Glenda McNeal deferred 100% of her cash retainer into the DDCP and Bradley Tilden deferred 100% of his cash retainer and 100% of his stock award into the DDCP.

(c) Stock Awards

The amounts reported reflect the grant date fair value associated with each Director’s stock awards. Director stock awards are generally made on the first open trading day following the Annual Meeting. Fractional shares are not awarded or paid in cash. Ms. Green and Ms. McNeal each received a prorated stock award having a value of $34,995 for their mid-year appointments on February 27, 2019. In recognition of the significant time and attention in performing the duties required of the position, our Chairman of the Board is annually awarded on the date of the Company’s Annual Meeting, an additional stock award having a grant date fair value of $200,000.

(d) All Other Compensation

All Directors, their spouses and eligible children may participate in the Company’s employee merchandise discount program. The program provides discounts ranging froma discount of 33% for purchases at Nordstrom stores and Nordstrom.com and 20% for eligible non-management employees up to 33% for eligible managementpurchases at Nordstrom Rack stores, NordstromRack.com and high-performing non-management employees and Directors.our restaurants. A 40% discount is available at certain times of the year on specifiedspecific merchandise. These discounts vary somewhat by sourceThe merchandise discount provided to the Directors is the same as for all other eligible management and type of merchandise or service.high-performing non-management employees. During the fiscal year ended February 1, 2020,January 28, 2023, All Other Compensation consisted only of merchandise discounts for all Directors.

19

2023 Proxy Statement

Table of Contents

CORPORATE GOVERNANCE



NORDSTROM, INC. - 2020 Proxy Statement 17



Compensation Committee Interlocks and Insider Participation

During the fiscal year ended February 1, 2020,January 28, 2023, no member of the Compensation, People and Culture CommitteeCPCC was an employee or officer of the Company or any of its subsidiaries was formerly a Company officer, or had any relationship otherwise requiring disclosure.

Codes of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our Principal Executive Officer, Principal Financial Officer, Principal Accounting OfficerCEO, CFO, CAO and persons performing similar functions. We have also adopted a Directors’ Code of Business Conduct and Ethics that applies to all

of our non-employeeDirectors. Copies of each of these codes are posted on our Investor Relations Website. A grant of a waiver from a provision of the codes requiring disclosure under applicable SEC rules, if any, will be disclosed on our website at investor.nordstrom.com and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu.
Website.

Hedging and Pledging Policies

Our policies prohibitinsider trading policy prohibits Directors and Executive Officers (as well as other key insiders and their immediate family members) from engaging in hedging or short sale transactions with respect to the Company’s Common Stock. We also have a policy withWith respect to pledging of Common Stock, whichour insider trading policy also subjects Directors and Executive Officers to a preclearancepre-clearance requirement and other restrictions, including that pledged shares may not be counted toward the Company’s stock ownership guidelines. Employees who are not Executive

Officers or certain other key insiders are not covered by these policies and are generally permitted by the Company to engage in hedging and pledging transactions with respect to our Common Stock, subject to compliance with applicable law.policies. Our Executive Officers, in the aggregate, have less than 0.5%0.1% of the Company’s outstanding shares pledged to third partiesparties.

Shareholder Engagement

Nordstrom recognizes the value of, and is committed to engaging with, our shareholders, as our relationship with the investment community is an important part of our success. Our engagement efforts allow us to better understand our shareholders’ priorities and provide us with critical input about the issues that matter most to them. These conversations provide invaluable insight into our shareholders’ perspectives, and the Board and its Committees take into account shareholder views and ideas, among other considerations, when making decisions relating to the Company’s business and long-term strategy.

We also conduct outreach throughout the year to ensure we understand and are in compliance withaware of the issues that matter most to our policy.

Corporate Social Responsibility
Our goal isshareholders and are able to operate our businessaddress them appropriately. Throughout this past year, the Company interacted with the utmost integrityinvestment community and serve our customers, employees and shareholdersprovided access to select members of management through its participation in a way that is deservingseries of their supportinvestor conferences, meetings hosted by sell-side investment analysts, management-hosted store tours and trust. Social responsibility is one way we strivegovernance meetings.

We plan to follow through with this commitment. We actively pursue solutions to reduce our environmental impact, contribute to the communities we serve,continue engagement and support the rights of workers who create our products. We believe that both transparency and collaboration are key to progress in all of these areas, and we disclose our efforts in an annual Corporate Social Responsibility Report. More information can be found at nordstrom.com under Nordstrom Cares and in Corporate Responsibility section of Item 1: Business in the

Company’s Annual Report on Form 10-K filedoutreach with the SEC for the fiscal year ended February 1, 2020 (“2019 Annual Report”). We also continueinvestment community as we seek to work with and learn from interested parties. The Company does not use corporate funds to make contributions to support or oppose federal, state or local political parties, candidates, campaigns and/or ballot measures. Our statement on Political Activity may be accessed throughfurther enhance our website at investor.nordstrom.com and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu.
understanding of shareholder priorities.

Website Access to Corporate Governance Documents

The Charterscharters for each of the standing Committees of the Board, the Company’s Corporate Governance Guidelines, the EmployeeArticles of Incorporation, the Bylaws, the Code of Business Conduct and Ethics and the Director Code of Business Conduct and Ethics, as well as all Company filings made with the SEC, may be accessed on our Investor Relations Website.

2023 Proxy Statement

20

Table of Contents

ESG ISSUES

Diversity, Equity, Inclusion and Belonging

Our commitment to fostering a diverse, equitable and inclusive environment is key to our mission of helping our customers feel good and look their best. Over the past several years, we’ve amplified our efforts in this area and set specific ambitions to achieve by the end of 2025, which include:

Delivering $500 million in retail sales from brands owned by, operated by or designed by Black and/or Latinx individuals;

Aiming to increase representation of Black and Latinx individuals in people-manager roles by at least 50% on average; and

Leveraging our internship program and other initiatives to help us reach qualified candidates early in their careers, with an ambition, on average, of at least 50% of participants in these programs coming from underrepresented populations.

To lead and drive this work, we’ve operationalized diversity, equity, inclusion and belonging through consistent reviews with Erik Nordstrom, our CEO, and Farrell Redwine, our Chief Human Resources Officer. In addition, our diversity, equity, inclusion and belonging team serves as a center of excellence within the human resources organization and collaborates with leaders across the business to develop and embed diverse, equitable and inclusive strategies.

Progress toward our diversity, equity, inclusion and belonging ambitions is tracked and reviewed regularly by Nordstrom’s Executive Officers and Board. We’re committed to transparency and periodically report our progress on these ambitions.

To learn more about our ESG initiatives, please refer to our most recent corporate social responsibility report and other information available on our website at investor.nordstrom.comnordstrom.com/browse/nordstrom-cares. The information contained or referred to on our website is not deemed to be incorporated by reference into this Proxy Statement unless otherwise expressly noted.

Driving Equity

We believe in equity throughout the retail industry and aim to use our resources, influence and platform to foster greater representation of diversity.

As a leader in our industry, we also have a responsibility to welcome a broader base of customers to our stores and find creative ways to serve them on their terms. We’ve committed to delivering $500 million in retail sales from brands owned, operated or designed by Black and/or Latinx individuals by 2025. In 2022, we sold more than $245 million toward that goal, reaching about 250 diverse brands in our assortment. Our intent is to provide a more diverse product offering to a wider swath of consumers and to consciously collaborate with and support emerging brands, finding creative ways to highlight their products in our stores and online. Throughout the year, customers can easily discover and shop these brands on Nordstrom.com through our Black-founded, Latinx-foundedand may be viewedInclusive Beauty categories.

In 2021, we were the first retailer to sign a ten-year agreement with the Fifteen Percent Pledge. By doing so, we committed to growing, by selectinga degree of ten, our purchases from businesses owned or founded by Black individuals by the Corporate Governance itemend of 2030. To help reach this goal, we created #BuyBlack market pop-ups during Black Business Month in 2022 to highlight and make it easy for customers to shop a rotating selection of local Black businesses.

Creating an Inclusive Culture

We are committed to making Nordstrom a great place for our employees to grow meaningful careers while feeling included and supported and have several internal initiatives underway to facilitate belonging and connection among our teams. One way we do this is through our employee-led, Company-sponsored Employee Resource Groups, which represent a variety of seen and unseen identities.

21

2023 Proxy Statement

Table of Contents

ESG ISSUES

In 2022, eight groups served and were led by our employees, providing Company-wide programming to advance understanding and celebrate voices from across our organization:

AsPIRE (Asian Pacific-Islander Resources for Employees)

Black Employee Network

¡Hola! (Latinx)

NordstromPLUS (LGBTQIA+)

Nordstrom Veterans Group

Parents@Nordstrom

Thrive (Diverse Ability)

Women in Nordstrom

We are committed to making
a positive difference in the
world, and that starts with
creating an outstanding
workplace experience
for our employees.

We seek to listen to and learn from employees across our organization by cultivating an open-door policy, conducting regular listening sessions and utilizing our annual Voice of the Employee survey. We regularly review survey results against industry benchmarks to hold ourselves accountable as we continue to improve and evolve our workplace environment.

We are committed to creating a culture where employees feel as if they can bring their whole selves to work and achieve their career goals through ongoing growth and development opportunities and fair and transparent performance management and promotion processes.

Strengthening Our Talent Pipeline

We believe we have a role to play in contributing to the positive change that’s needed to address systemic racial inequity. We have several initiatives in place to improve pathways into fashion and retail for diverse communities as we work toward our 2025 ambitions.

In 2022, we expanded and strengthened our talent pipelines in collaboration with the OneTen Coalition and in partnership with Morehouse College, where we supported the launch of a new product management track. Starting in the Investor Relations drop-down menuspring 2023 semester, Nordstrom leaders and SEC Filings.



18 NORDSTROM, INC. - 2020 Proxy Statement

technologists will teach and mentor students enrolled in the program.

We also sponsored Historically Black Colleges and Universities (“HBCU”) Battle of the Brains, a 24-hour hackathon where students from HBCUs across the United States worked to solve real-world problems for large organizations and startups. By joining forces with best-in-class events like HBCU Battle of the Brains, we continue to seek out ways to attract a talented and diverse workforce.

Corporate Social Responsibility

We believe the responsibility
we have to our employees,
customers and
communities extends
well beyond
our operations.

Our values have long served as a north star for our company — they are deeply embedded in the way we do business and guide the decisions we make, the partnerships we form and the causes we support.

We believe the responsibility we have to our employees, customers and communities extends well beyond our operations. Our ambition is to make meaningful, positive contributions in the communities where we operate and produce, take responsibility for the impacts of our business, and pursue innovation that raises the bar for social and environmental issues in fashion and retail. We aim to inspire our customers to practice conscious consumption and offer them several ways to do so.

Our Corporate Social Responsibility strategy set in 2020 includes five-year goals focused on environmental sustainability, human rights and corporate philanthropy. Within these three categories, we’ve identified specific impact areas and set measurable goals that are integrated into the work of teams across our business. These goals guide us as we work to address areas where our company and industry have the most impact and create positive change.

2023 Proxy Statement

22

Back toTable of Contents

ESG ISSUES


Taking Care of the Planet

We are committed to improving the sustainability of our operations and product value chains. To that end, we are setting science-based targets to reduce our contribution to global climate change and are working to minimize plastic and packaging waste in our supply chain.

As we work toward our 2025 sustainability goals, we continue to invest in partnerships and new initiatives that invite our customers, our industry peers and our employees to join in our efforts.

BEAUTYCYCLE: We expanded our BEAUTYCYCLE program to Nordstrom Rack stores. This program allows us to accept beauty packaging waste materials that typically cannot be placed in curbside recycling bins. Through BEAUTYCYCLE, we took back more than 25 tons of beauty packaging in 2022, compared with 5 tons in 2021. Through the BEAUTYCYCLE program, we aim to take back 100 tons of beauty packaging by 2025.

Sustainable Style: First introduced in 2019, our Sustainable Style category makes it easy for customers to find consciously manufactured products that align with their values. At the end of 2022, about 5% of our Nordstrom banner digital assortment was comprised of products that qualify for our Sustainable Style category, including products from new brand partners like Allbirds and PANGAIA. Our goal is to bring that number to 15% by 2025.

Plastic to Paper: In 2022, we began replacing our plastic Nordstrom Rack shopping bags with paper bags in support of our goal to reduce single-use plastic in our value chain by 50%. As stores transition to paper bags, we will make enormous progress on our goal: an 853-ton reduction in plastic use. In addition, we will source half of the new bags from a domestic supplier, reducing associated carbon emissions.

PROPOSAL 1ELECTION OF DIRECTORS

Respecting Human Rights

We are committed to creating safe and fair workplaces for the people who make our products. As a part of this, we have rigorous standards in place to protect human rights throughout our value chain and seek to partner with suppliers that share our commitment to producing quality products through ethical business practices. Our Partner Code of Conduct and supporting policies lay the foundation for our supplier expectations, and our partners throughout our value chain are required to adhere to these standards and commitments.

In 2022, we worked with experts to implement a comprehensive process involving both internal and external stakeholders to identify salient human rights risks across our operations. We launched two impact assessments — a corporate human rights impact assessment and a forced labor impact assessment — to better understand our risks. These assessments help us to target effective policies and management processes to protect people and communities across Nordstrom operations. We also hit an important milestone on our journey to invest in women’s empowerment throughout our value chain: almost 50% of Nordstrom Made products were produced in factories that offer women’s empowerment training, bringing us closer to our goal of producing 90% of Nordstrom Made products in factories that invest in women’s empowerment by 2025.

23

2023 Proxy Statement

Table of Contents

ESG ISSUES

Investing in Our Communities

One of our central values in corporate philanthropy is providing basic needs for youth and families in the communities where we are located. In 2022, our employees teamed up with Shoes That Fit and Nike to deliver brand-new shoes to kids across the country. Along with our customers, we exceeded our goal to raise $1 million and donate more than 40,000 pairs of shoes to kids in local communities.

On Giving Tuesday, we launched our holiday giving campaign with our partners Big Brothers Big Sisters and Operation Warm, raising funds with our customers to foster mentoring relationships and to donate more than 20,000 coats to kids who need them most.

Throughout 2022, we donated over $12 million to more than 270 organizations located in the communities where we do business. In addition, our employees gave to over 2,900 nonprofit organizations, which we supported with 100% matching. Together with our customers and our employees, we used our platform to drive about $16 million in nonprofit donations based in the U.S. and Canada.

Awards

We are humbled to have been recognized over the years for our commitment to providing great service and creating a culture where every customer and employee is welcome, respected and able to be their authentic selves.

In 2022, we were included on Fortune’s list of Most Admired Companies, Newsweek’s America’s Best Customer Service list and Forbes’ World’s Best Employers list. For 17 consecutive years, Nordstrom has scored 100% on the Human Rights Campaign’s Corporate Equality Index, which rates companies on their policies and practices toward the LGBTQ community.

In addition, since launching our BEAUTYCYCLE recycling program in 2020, we have been awarded with Good Housekeeping’s Sustainable Innovation award and Elle’s Green Beauty Star award.

These recognitions are a testament to our incredible people who continue to bring the heritage of service and values to life at Nordstrom.

2022 CORPORATE SOCIAL RESPONSIBILITY HIGHLIGHTS

2023 Proxy Statement

24

Table of Contents

PROPOSAL 1:  ELECTION OF DIRECTORS

The Board recommends a vote FOR each Director nominee.

Eleven nominees, recommended by the Company’s Board, will be elected at the Annual Meeting, each to hold office until the 20212024 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. All of the nominees listed in this Proposal 1 are currently Directors of the Company.

Director Qualifications, and Experience

The Board, acting through the Corporate Governance and Nominating Committee, seeks a Board that, as a whole, possesses the experience, skills, backgrounds and qualifications appropriate to function effectively in light of the Company’s current and evolving business circumstances. Process

The Committee reviews the size of the Board, the tenure of our Directors and their skills, backgrounds and experiences in determining the slate of nominees and whether to seek one or more new candidates. The Committee seeks directors with established records of significant accomplishments in

businesses and areas relevant to our strategies. With respect to the nomination of continuing Directors for re-election, the individual’s prior contributions to the Board are also considered.
All of our Directors bring to our Board a wealth of executive leadership experience derived from their service as senior executives of complex corporations. As a group, they also bring extensive board experience. The process undertaken by the Committee in recommending qualified director candidates is described in the Director Nominating Process below.
Director Nominating Process
The Corporate Governance and Nominating CommitteeCGNC is responsible for identifying and recommending to the Board the nominees to stand for election as directorsDirectors at each Annual Meeting of Shareholders or, if applicable, at a special meeting of shareholders.
shareholders, or to be appointed to fill vacancies on the Board.

In nominating directorDirector candidates or appointing new Directors, the CommitteeCGNC considers such factors as it deems appropriate, including whether there are any evolving needs of the Board with respect to a particular field, skill or experience.experience, with the goal of assisting the Board in providing oversight of and strategic advice to Company management. These factors may include judgment, skill, experience with businesses and other organizations, the candidate’s experience and skill set relative to those of other members of the Board, and the extent to which the candidate would be a desirable addition to the Board and any Committees of the Board. Board and any other factors the Board deems appropriate. In particular, the Board considers the following important in evaluating candidates for Directors:

DESIRED SKILL

NORDSTROM BUSINESS
CHARACTERISTICS

WHAT THE SKILL REPRESENTS

Retail Industry

We are a leading fashion retailer devoted to helping customers feel good and look their best.

Large national-scale retail company experience.

Marketing & Customer
Experience

As customer expectations change, we must evolve our core value of providing excellent customer service to meet customers on their terms.

Expertise in customer service and background in marketing leadership.

Online Scale & Growth

Over the past several years, we have made investments to transform into a digital-first business to meet shifting customer expectations.

Experience leveraging online platforms to grow and scale business.

Risk & Crisis Management

With a large workforce and operations across the United States and Canada, we are subjected to frequent emerging risks and crises. We are committed to accurate and disciplined management of those risks and crises, legal and regulatory compliance, and accurate disclosure.

Experience helping organizations navigate fast-paced and dynamic situations involving emerging risks and crises.

Business Transformation

In our effort to give customers the most relevant products, we are changing the way we’ve historically thought about our business model – developing and entering into novel arrangements with brands around the world to give our customers more choices than ever before.

Expertise in overseeing the transformation of business in a dynamic, ever-changing industry.

CEO Experience

With more than 350 retail locations across the United States and in Canada, as well as multiple supply chain facilities and a robust digital presence, we are a large and complex organization.

Experience as a Chief Executive Officer.

Financial Expertise

We are a large public company requiring complex financial forecasts, reporting and other business considerations.

Ability to understand financial data and use that data to make decisions around business strategy.

Technology Expertise

We are continually investing in technology to enhance the customer experience.

Demonstrated leadership and expertise relating to digital platforms, information technology, data security, and/or data analytics.

Diversity, Equity, Inclusion and Belonging

Our commitment to fostering a diverse, equitable, and inclusive environment is key to our mission of helping our customers feel good and look their best.

Demonstrated leadership and experience relating to diversity, equity, inclusion and belonging related matters.

25

2023 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

In addition to these factors, the Committee may also considerconsiders a directorDirector candidate’s diversity of background during the evaluation and selection process of director candidates.nominees. In this context, diversity is broadly construed to mean varied skills, backgrounds and experiences, which include gender and ethnicity, as well as other differentiating characteristics, all in the context of the requirements and needs of the Board at that point in

time. The Committee however, does not have a formal policy regarding how diversity of background should be applied in identifying or evaluating directorDirector candidates, and, depending on the current needs of the Board, the Committee may weigh certain factors more or less heavily. The goal of the Committee is to assist the Board in attracting competent individuals with the requisite management, financial and other expertise who will act as directors in the best interests of the Company and its shareholders.

The Committee will consider the qualifications of directorDirector candidates recommended by shareholders, and evaluate each of them using the same criteria the Committee uses for incumbent candidates. Shareholders who wish to submit nominees for election as directorsDirectors should follow the procedures described on page 71.

The table on the following page summarizes key qualifications, skills or attributes most relevant to the decision to nominate an individual to serve on the Board. A mark indicates an area of focus or expertise on which the Board relies. The lack of a mark, however, does not mean the87. No Director does not possess that qualification or skill.


NORDSTROM, INC. - 2020 Proxy Statement 19




Shellye L. ArchambeauStacy Brown-PhilpotTanya L. DomierJames L. DonaldKirsten A. GreenGlenda G. McNealErik B. NordstromPeter E. NordstromBrad D. SmithBradley D. TildenMark J. Tritton
CEO Experienceüüüüüüüü
Financial Literacyüüüüüüü
Risk Managementüüüüüüü
Strategic Planningüüüüüüüüüüü
Retail Industryüüüüüüüü
Current/Former Public Board Memberüüüüüüüüüü
Online Scale/Growthüüüüüüüüü
Supply Chainüüü
Business Transformationüüüüüüüüüü
Technology (inclusive of Digital, AI, and Cybersecurity)üüüüüüü
Marketing/Customer Experienceüüüüüüüüüüü
No director candidates were recommended by our shareholders for election at the Annual Meeting.


20 NORDSTROM, INC. - 2020 Proxy Statement


nominate two candidates for election to the Board at the Annual Meeting, which notice was later withdrawn.

Collectively, our Directors bring to our Board a wealth of executive leadership experience derived from their service as senior executives of complex corporations. As a group, they also bring extensive Board experience and a diversity of perspectives on the challenges facing the Company and the retail industry at this time.

The chart below outlines some of the qualifications each Director candidate brings to the Board. However, the lack of a mark in any specific box does not mean that the candidate does not possess that qualification. Instead, the skills and qualifications noted below are those reviewed by the CGNC and the Board in making nomination decisions and as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide strategic advice and effective oversight to Company management.

Nominee Characteristics

Director Nominees

Our Director Nominees

Stacy
Brown-
Philpot

James L.
Donald

Kirsten A. 
Green

Glenda G.
McNeal

Erik B.
Nordstrom

Peter E.
Nordstrom

Eric D.
Sprunk

Amie
Thuener
O’Toole

Bradley D.
Tilden

Mark J.
Tritton

Atticus N.
Tysen

Totals

Retail Industry

7/11

Marketing &
Customer
Experience

9/11

Online Scale &
Growth

10/11

Risk & Crisis
Management

8/11

Business
Transformation

10/11

CEO Experience

5/11

Financial
Expertise

9/11

Technology
Expertise

6/11

Diversity, Equity
and Inclusion

6/11

Gender

Female

Male

Female

Female

Male

Male

Male

Female

Male

Male

Male

4/11 Female

Racially/Ethnically
Diverse

Black

White

White

Black

White

White

White

White

White

White

White

2/11 Diverse

2023 Proxy Statement

26

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

Our Director Nominees

Information related to the Director nominees is set forth below and on the following pages, including age, and the particular experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director for the Company.

Independent Director
Joined the Board: 2017
Age 47

Nordstrom Board
Committee Memberships
TC (Chair)
AFC

shelleyarchambeau.jpg
Shellye L. Archambeau
Director since 2015
Age 57
Former Chief Executive Officer of MetricStream, Inc., a global provider of governance, risk, compliance and quality management solutions to corporations across diverse industries, from 2002 to January 2018. Prior to joining MetricStream, Ms. Archambeau was Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., a provider of internet infrastructure services, from 2001 to 2002; Chief Marketing Officer of NorthPoint Communications from 2000 to 2001; and President of Blockbuster, Inc.’s ecommerce division from 1999 to 2000. Before joining Blockbuster, Ms. Archambeau held domestic and international executive positions during a 15-year career at IBM. Ms. Archambeau has been a director of Verizon, Inc. since December 2013, a director at Roper Technologies, Inc. since April 2018, and a director at Okta since December 2018. She served as a director of Arbitron, Inc. from 2005 to 2013.
Ms. Archambeau brings to the Board, among other skills and qualifications, leadership experience in technology, ecommerce, digital media and communications. Her technology and international experience position her to advise the Board and senior management on global operations and on technology innovations to elevate the customer experience.
staceyphillipbrown.jpg

Stacy Brown-Philpot

Director since 2017
Age 44
Chief Executive Officer of TaskRabbit, Inc., a digital home services labor platform company, since April 2016. Previously,

Skills and Qualifications

Ms. Brown-Philpot served as the company’s Chief Operating Officer from January 2013 to April 2016. From May 2012 to December 2012, Ms. Brown-Philpot was an Entrepreneur-in-Residence at Google Ventures, the venture capital investment arm of Alphabet, Inc. Prior to that, she spent nearly a decade, from 2003 to 2012, in various directorial positions at Google, including two years as the company’s Senior Director of Global Consumer Operations. Ms. Brown-Philpot also has a background in finance where she served as a senior analyst at Goldman Sachs and senior associate at PricewaterhouseCoopers. She has been a director of HP, Inc. since 2015.

Ms. Brown-PhilpotBrown-Philpot brings to the Board innovation, operational and entrepreneurial experience, digital, branding and marketing expertise, as well as financial and accounting skills. She provides unique insights to elevate the consumer experience in a global digital economy.economy, as well as needed insights into the attraction and retention of technology talent, with a particular emphasis on technology talent from underrepresented communities. Her service on the board of HP, Inc. provides her with experience in corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.
tanyadomieira.jpg
Tanya L. Domier
Director since 2015
Age 54

 

Career Highlights

2016 to 2020: Chief Executive Officer of Advantage Solutions,TaskRabbit, Inc., a global business solutionsdigital home services firm, since labor platform company

2013 and has served on Advantage Solutions’ board of directors since 2008. Ms. Domier was President andto 2016: Chief Operating Officer from 2010of TaskRabbit, Inc.

2012: Entrepreneur-in-Residence at Google Ventures, the venture capital investment arm of Alphabet, Inc.

Prior to 20122012: various directorial positions at Google, including two years as the company’s Senior Director of Global Consumer Operations; Senior Analyst at Goldman Sachs; Senior Associate at PricewaterhouseCoopers

Other Current Public Boards

Previous Public Boards in Past 5 Years

HP, Inc. (since 2015)

None

Independent Director
Joined the Board: 2020
Age 69

Nordstrom Board
Committee Memberships
CPCC (Chair)
AFC

James L. Donald

Skills and President of Marketing Services Division and Integrated Marketing Services from 2000 to 2010. Before joining Advantage Solutions (formerly known as Advantage Sales & Marketing) in 1990, Ms. Domier held management positions with the J.M. Smucker Company. She has been a director of Yum! Brands, Inc. since January 2018.

Ms. DomierQualifications

Mr. Donald brings to the Board extensiveboard over 45 years of experience in global salesleadership roles at consumer-facing businesses ranging from hospitality to retail. Mr. Donald has a wealth of knowledge and marketing focused onexpertise in navigating the customer, successful strategic planning expertisefast-paced and senior leadership skills. Further, Ms. Domier possesses financialdynamic environment facing the Company today. In addition, his proven track record of leading large companies through complex and accounting skills, and knowledge of and experience with executive compensation programs.

jimdonald.jpg
James L. Donald
Director since 2020
Age 66
Co-Chairmanchallenging environments makes him an invaluable resource to the board.

        

Career Highlights

2019 to present: Co-Chairman of the Board for Albertsons Companies,, one of the largest food and drug retailers in the United States since 2019. In 2019, Mr. Donald served as

2019: Chief Executive Officer of Albertsons and in 2018 he served as its

2018: President and Chief Operating Officer. From Officer of Albertsons

2013 through 2015, Mr. Donald served asto 2015: Chief Executive Officer of Extended Stay America, Inc., one of the largest integrated hotel owner/operatoroperators in the United States. Previously, Mr. Donald served as

Prior to 2013: Chief Executive Officer of the Haggen, Inc. grocery chain and as; Chief Executive Officer of Starbucks Corporation. Mr. Donald has over 45 years of experienceCorporation

Other Current Public Boards

Previous Public Boards in leadership roles at consumer-facing businesses and brings to the Board a wealth of knowledge and expertise in navigating the type of fast-paced and dynamic environment facing the Company today.Past 5 Years

Albertsons Companies, Inc. (since 2019)

None



NORDSTROM, INC. - 2020 Proxy Statement 21


27

2023 Proxy Statement

Back toTable of Contents

PROPOSAL 1: ELECTION OF DIRECTORS


Independent Director
Joined the Board: 2019
Age 51

Nordstrom Board
Committee Memberships
AFC
TC

kirstengreen.jpg

Kirsten A. Green

Director since 2019
Age 48
Founder

Skills and Managing Partner of Forerunner Ventures, a venture capital firm, since 2010. Prior to founding Forerunner, Ms. Green was an equity research analyst and investor at Banc of America Securities, formerly Montgomery Securities. Ms. Green began her career at Deloitte & Touche LLP where she earned her CPA license. Ms. Green has served as a member of the board of directors of numerous private companies since 2013.

Qualifications

Ms. Green brings to the Board extensive experience in consumer and commerce-focuseddigital commerce focused businesses and provides unique insights with respect to the challenges and opportunities of today’s rapidly evolving digital commerce landscape. Ms. Green has deep domain expertise and an understanding of consumer behaviors, brand building and products.

glendamcneal.jpg
Glenda G. McNeal
Director since 2019
Age 59
President Enterprise Strategic Partnerships

               

Career Highlights

2010 to present: Founder and Managing Partner of American Express, since 2017. Prior to thatForerunner Ventures, a venture capital firm. In her role from 2011 to March 2017,with Forerunner Ventures, Ms. McNeal served as Executive Vice President and General Manager of the Global Client Group of American Express. Ms. McNealGreen has held positions of increasing responsibility at American Express since 1989 when she first joined the company. Before joining American Express, Ms. McNeal worked with the accounting firm of Arthur Andersen, LLP and with the investment banking firm of Salomon Brothers, Inc. Ms. McNeal has been a director of RLJ Lodging Trust since 2011. Ms. McNeal served on the boardboards of directors of United States Steel Corporation from 2007numerous private companies since 2013

Prior to 2018.

2010: Equity Research Analyst at Banc of America Securities; Senior Associate at Deloitte & Touche LLP

Other Current Public Boards

Previous Public Boards in Past 5 Years

Hims and Hers Health, Inc. (since 2020)

Northern Star Investment Corp. II (2021 to 2023) Northern Star Investment Corp. IV (2021 to 2023)

Independent Director

Joined the Board: 2019

Age 62

Nordstrom Board
Committee Memberships
CGNC (Chair)

CPCC

Glenda G. McNeal

Skills and Qualifications

Ms. McNeal brings to the Board extensive experience in business development, innovation and customer relationship management, as well as financial, accounting and senior leadership skills. Ms. McNeal provides unique insights on strategic planning, risk oversight and operational matters. Ms. McNeal’s service on public company boards provides her with experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, and assessing risk and overseeing management.

             

Career Highlights

2017 to present: President Enterprise Strategic Partnerships of American Express, a globally integrated payments company

2011 to 2017: Executive Vice President and General Manager of the Global Client Group of American Express

1989 to 2011: positions of increasing responsibility at American Express

Prior to 1989: Arthur Andersen, LLP; the investment banking firm of Salomon Brothers, Inc.

Other Current Public Boards

Previous Public Boards in Past 5 Years

None

RLJ Lodging Trust (2011 to 2022)

2023 Proxy Statement

28

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

Director
Joined the Board: 2006
Age 59

Nordstrom Board
Committee Memberships
None

eriknordstrom.jpg

Erik B. Nordstrom

Director since 2006*
Age 56

Skills and Qualifications

Mr. Nordstrom has spent more than 40 years with the Company, holding positions of increasing responsibility that have spanned all aspects of the retail business. Through roles in buying, regional management, digital and store operations, he has gained a deep understanding of the customer and the foresight needed to navigate an evolving industry. Throughout his tenure, he has driven critical investments in new capabilities to blend the digital and physical experiences, bringing Nordstrom closer to customers and serving them how, where and when they want to shop. He was recently recognized by Barron’s as one of the top CEOs of 2022. In 2021 Mr. Nordstrom joined the board of directors for The Jim Pattison Group, a diversified holding company and one of Canada’s largest privately held companies.

                              

Career Highlights

2020 to present: Chief Executive Officer of Nordstrom, Inc. since February 2020. Mr. Nordstrom served as Co-President

2015 to 2020: Co-President of Nordstrom, Inc. from May 2015 to February 2020. From May

2014 to May 2015 Mr. Nordstrom was2015: Executive Vice President and President, Nordstrom.com. From February of Nordstrom, Inc.

2006 to May 2014, Mr. Nordstrom was2014: Executive Vice President and President, Stores for the Company. From August of Nordstrom, Inc.

2000 to February 2006, he served as2006: Executive Vice President, Full-Line Stores. Mr.Full-Line Stores of Nordstrom, previously served asInc.

2000: Executive Vice President and Northwest General Manager from February 2000 to August 2000, and as Co-President of the Company from Nordstrom, Inc.

1995 to February 2000. He has held2000: Co-President of Nordstrom, Inc.

1979 to 1995: various other management and sales positions of increasing responsibility since joining

Other Current Public Boards

Previous Public Boards in Past 5 Years

None

None

Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James Nordstrom, Jr., Chief Stores Officer for the Company.

Director
Joined the Board: 2006
Age 61

Nordstrom Board
Committee Memberships
None

Peter E. Nordstrom

Skills and Qualifications

Mr. Nordstrom has spent more than 40 years with the Company, in 1979.

Mr. Nordstrom’sholding positions of increasing responsibility with the Company over more than 35 years, including executive and operational roles, give him a customer-centric perspective in retailing and supporting the businessthat have spanned all aspects of the Company.
petenordstroma02.jpg
Peter E.retail business. Throughout his career, he has helped Nordstrom
Director since 2006*
Age 58
innovate the customer shopping experience and redefine the role fashion plays in customers’ lives through bold investments in emerging categories and partnerships with both established and new brands and designers. He has led major strategic initiatives that have strengthened Nordstrom’s reputation in the fashion industry and kept the brand relevant, such as building the designer offering, evolving Nordstrom’s mix of brands and categories and bringing in limited distribution brands as exclusive partners. He also hosts The Nordy Pod, Nordstrom’s first podcast, which he launched in 2022.

             

Career Highlights

2020 to present: President and& Chief Brand Officer of Nordstrom, Inc. since February 2020. Mr. Nordstrom served as Co-President

2015 to 2020: Co-President of Nordstrom, Inc. from May 2015 to February 2020. From February

2006 to May 2015, Mr. Nordstrom was2015: Executive Vice President and President, Merchandising for the Company. From September of Nordstrom, Inc.

2000 to February 2006, he served as2006: Executive Vice President, and President, Full-Line Stores. Mr.Full-Line Stores of Nordstrom, previously served asInc.

2000: Executive Vice President and Director of Full-LineFull-Line Store Merchandise Strategy from February 2000 to September 2000, and as Co-President of the Company from Nordstrom, Inc.

1995 to February 2000. He has held2000: Co-President of Nordstrom, Inc.

1978 to 1995: various other management and sales positions of increasing responsibility since joining the Company

Other Current Public Boards

Previous Public Boards in 1978.

Mr. Nordstrom’s positions of increasing responsibility with the Company over more than 35 years, including executive and operational roles, give him a customer-centric perspective in retailing and supporting the business of the Company.
Past 5 Years

None

None

Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James Nordstrom, Jr., Chief Stores Officer for the Company.

29

2023 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

Independent Director
Joined the Board: 2023
Age 59

Nordstrom Board
Committee Memberships
None

*Erik Nordstrom

Eric D. Sprunk

Skills and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James F. Nordstrom, Jr., President, Stores for the Company.



22 NORDSTROM, INC. - 2020 Proxy Statement


bradsmitha02.jpg
Brad D. Smith
Director since 2013
Age 56
Executive Chairman and former Chief Executive Officer of Intuit, Inc., a global provider of business and financial management solutions, since 2016 and President and Chief Executive Officer from 2008 to 2019. Qualifications

Mr. Smith has served on Intuit’s board of directors since 2008. Mr. Smith joined Intuit in 2003 and served as Senior Vice President and General Manager, Small Business division from 2006 to 2007, Senior Vice President and General Manager, QuickBooks from 2005 to 2006, Senior Vice President and General Manager, Consumer Tax Group from 2004 to 2005 and as Vice President and General Manager of Intuit’s Accountant Central and Developer Network from 2003 to 2004. Before joining Intuit, Mr. Smith was Senior Vice President of Marketing and Business Development of ADP, where he held several executive positions from 1996 to 2003. Mr. Smith has served on the board of directors of SurveyMonkey since 2017, and served on the board of directors of Yahoo! Inc. from 2010 until 2013.

Mr. SmithSprunk brings to the Board digital expertise, brandmore than 25 years of leadership experience in the consumer retail industry and a track record of driving financial performance and large-scale transformations within a complex global business. He has significant experience in marketing, innovationfinance and entrepreneurial experience,accounting as well as financialoperational expertise in key functions that include manufacturing, sourcing, sales and accounting skills, from his position at Intuit. He provides unique insights related to technology innovationprocurement, and marketing of products and services to broad audiences throughout the world. Mr. Smith’sproduct development. His service on thepublic company boards of Yahoo!, SurveyMonkey, and Intuit provides himadditional experience with experience in corporate governance matters, and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.
bradtilden.jpg
Bradley D. Tilden
Director since 2016
Age 59
Chairman and

                         

Career Highlights

2013 to 2020: Chief ExecutiveOperating Officer of Alaska Air Group,Nike Inc., an airline holding a global apparel company since January 2014. In May 2012, Mr. Tilden was named President and Chief Executive Officer of Alaska Air Group. He served as

2008 to 2015: Executive Vice President of FinanceGlobal Product and Planning from 2002Merchandising of Nike

2001 to 20082008: Executive Vice President of Global Footwear of Nike

1993 to 2001: Various executive roles at Nike, including Vice/General Manager of America’s Region, General Manager of Footwear Europe, Middle East and asAfrica, and Chief Financial Officer from 2000of Europe, Middle East and Africa

1987 to 20081993: Certified public accountant at Price-Waterhouse

Other Current Public Boards

Previous Public Boards in Past 5 Years

Bombardier Inc. (2021 to present)

None

General Mills, Inc. (2015 to present)

Independent Director
Joined the Board: 2022
Age 48

Nordstrom Board
Committee Memberships
AFC (Chair)
TC

Amie Thuener O’Toole

Skills and Qualifications

Ms. Thuener O’Toole brings to the Board more than 25 years of finance and accounting experience. Her experience in a variety of senior leadership roles at some of the world’s most innovative companies brings valuable perspectives in finance and accounting matters, including financial planning and reporting, risk assessment, incentive compensation plans and finance advice and support for Alaska Air Group,all mergers and prioracquisitions activities. She brings to 2000, wasthe Board a wealth of knowledge and expertise regarding strategic finance in the context of a rapidly growing and quickly-changing business.

               

Career Highlights

2018 to present: Vice President and Chief Accounting Officer of Finance at Alaska Air Group. Before joining Alaska Airlines, Mr.Alphabet Inc., one of the world’s leading technology conglomerate holding companies

2013 to 2018: Vice President and Chief Accountant of Alphabet Inc.

1996 to 2012: Managing Director, Transaction Services of PricewaterhouseCoopers

Other Current Public Boards

Previous Public Boards in Past 5 Years

None

None

2023 Proxy Statement

30

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

Independent Director
Joined the Board: 2016
Age 62

Nordstrom Board
Committee Memberships
CGNC

Bradley D. Tilden worked for the accounting firm Price Waterhouse. He serves on the board of Alaska Air Group.

Skills and Qualifications

Mr. Tilden brings to the Board executive, operational, strategic planning and financial experience, as well as insights with respect to customer rewards programs in the consumer services industry. Mr. Tilden’s service on a public company board service provides him with experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.

marktritton.jpg
Mark J. Tritton
Director since 2020
Age 56

                 

Career Highlights

2021 to 2022: Chairman of Alaska Air Group, Inc., an airline holding company comprised of Alaska Airlines, Inc., and Horizon Air, Inc.

2014 to 2021: Chairman and Chief Executive Officer of Alaska Air Group, Inc.

2012 to 2014: President and Chief Executive Officer of Bed Bath & Beyond, an omnichannel retailer selling a wide assortmentAlaska Air Group, Inc.

2008 to 2012: President of domestic merchandise and home furnishings online and through several brand retail storefronts, since 2019. Previously, from 2016 through 2019, Mr. Tritton served asAlaska Air Group, Inc.

2002 to 2008: Executive Vice President of Finance and Planning of Alaska Air Group, Inc.

2000 to 2008: Chief MerchandisingFinancial Officer of Target Corporation and, from 2009 through 2016, as ExecutiveAlaska Air Group, Inc.

Prior to 2000: Vice President of Finance at Alaska Air Group, Inc.; PricewaterhouseCoopers

Other Current Public Boards

Previous Public Boards in Past 5 Years

None

Alaska Air Group, Inc. (2010 to 2022)

Independent Director
Joined the Board: 2020
Age 59

Nordstrom Board
Committee Memberships
CPCC
CGNC

Mark J. Tritton

Skills and Division President of the Nordstrom Product Group. Qualifications

Mr. Tritton hasbrings to the Board over 30 years of experience in retail and apparel businesses, providing him deep insights into consumer behavior, brand building and operational matters which are key to the Company’s business. In addition, as a former CEO of a public company retailer, Mr. Tritton has unique insights into the challenges facing our Company and our industry.

                             

Career Highlights

2019 to 2022: President and Chief Executive Officer of Bed Bath & Beyond Inc., an omnichannel retailer selling a wide assortment of domestic merchandise and home furnishings online and through several brand retail storefronts

2016 to 2019: Executive Vice President and Chief Merchandising Officer of Target Corporation, an omnichannel retailer selling everyday essentials and fashionable, differentiated merchandise at discounted prices online and through several brand retail storefronts

2009 to 2016: Executive Vice President and Division President of the Nordstrom Product Group of Nordstrom, Inc.

Other Current Public Boards

Previous Public Boards in Past 5 Years

None

Bed Bath & Beyond Inc. (2019 to 2022)

31

2023 Proxy Statement

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS


Independent Director
Joined the Board: 2023
Age 57

Nordstrom Board
Committee Memberships
None

Atticus N. Tysen

Skills and Qualifications

Mr. Tysen brings to the board more than three decades of engineering and information security experience. Mr. Tysen also has a wealth of knowledge and expertise regarding technology, cybersecurity and fraud prevention in the context of a rapidly growing and quickly-changing business. His background will add to the diversity of experience already represented across our Board and help us hone an increasingly important area of focus for the retail industry.

             

Career Highlights

2021 to present: SVP Product Development, Chief Information Security and Fraud Prevention Officer of Intuit Inc., a global provider of business and financial management solutions

2020 to 2021: SVP, Chief Information Security Officer, Chief Fraud Prevention Officer and Chief Information Officer of Intuit Inc.

2013 to 2020: SVP and CIO of Intuit Inc.

Other Current Public Boards

Previous Public Boards in Past 5 Years

None

None

2023 Proxy Statement

32

Table of Contents


NORDSTROM, INC. - 2020 Proxy Statement 23



AUDIT AND FINANCE COMMITTEE REPORT

The following Report of the Company’s Audit and Finance Committee of the Board (the “Audit and Finance Committee”) does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference.

The Audit and Finance CommitteeAFC operates under a written Chartercharter adopted by the Board. The Chartercharter contains a detailed description of the scope of the Audit and Finance Committee’sAFC’s responsibilities and how they will be carried out. The Audit and Finance Committee’s CharterAFC’s charter is available on our website at investor.nordstrom.com, and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu.
Website.

The AFC currently consists of four Directors, each of whom has been determined by the Board to meet the heightened independence requirements under SEC and NYSE Listed Company Rules. In addition, the Board has determined that each member of the Audit and Finance CommitteeAFC is independent from the Company as such term is defined in Sections 303.01(B)(2)(a) and (3) of the NYSE’s listing standards at all times during the fiscal year and that each member was an “audit committee financial expert” within the meaning of Item 407 of Regulation S-K under the Securities Exchange Act of 1934.

SEC rules.

The Audit and Finance CommitteeAFC serves in an oversight capacity and is not part of the Company’s managerial or operational decision-makingdecision-making process. As part of its responsibilities for oversight of the Company’s Enterprise Risk Management process, the Audit and Finance CommitteeAFC reviews and discusses Company policies and processes with respect to risk assessment and risk management, including discussions of individual risk areas. Management is responsible for the Company’s internal controls and the financial reporting process. Deloitte, the Company’s independent registered public accounting firm, reports to the Company’s Audit and Finance Committee,AFC, and is responsible for performing an integrated audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with auditing standards generally accepted in the United States of America.

Deloitte and the Company’s internal auditors have full access to the Audit and Finance Committee.AFC. The auditors meet with the Audit and Finance CommitteeAFC at each of the Audit and Finance Committee’sAFC’s regularly scheduled meetings, with and without management being present, to discuss appropriate matters. The AuditAFC has also discussed with the independent auditors the matters required to be discussed under the applicable rules of the Public Company Accounting Oversight Board and Finance Committeethe SEC. The AFC has the sole authority to engage, evaluate and terminate the Company’s independent auditors. The Audit and Finance CommitteeAFC also pre-approvespre-approves all auditing services, internal control-relatedcontrol-related services and permitted nonauditnon-audit services to be performed by the Company’s independent auditors, and periodically reviews whether to request proposals for the engagement of the independent audit firm.

The Audit and Finance CommitteeAFC recommended to the Board that the audited consolidated financial statements for the fiscal year ended February 1, 2020January 28, 2023 be included in the Company’s 2019 2022 Annual Report for such fiscal year, based on the following actions by the Committee:

review of the Company’s audited consolidated financial statements with management;

review of the unaudited interim financial statements and Forms 10-Q10-Q prepared each quarter by the Company;

review of the Company’s Disclosure Committee practices and the certifications prepared each quarter in accordance with Sections 302 and 906 of the Sarbanes-OxleySarbanes-Oxley Act of 2002;

review with management regardingof the critical accounting estimates on which the financial statements are based, as well as its evaluation of alternative accounting treatments;

receipt of management representations that the Company’s financial statements were prepared in accordance with accounting principles generally accepted in the United States of America;

GAAP;

review, with management, the internal auditors and Deloitte, regardingof management’s assessment of the effectiveness of the Company’s internal control over financial reporting and Deloitte’s evaluation of the Company’s internal control over financial reporting;

review, with legal counsel and management, regardingof contingent liabilities;

receipt of the written disclosures and letter from Deloitte required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with Audit and Finance CommitteesAFCs Concerning Independence; and

review, with Deloitte, regarding theirof Deloitte’s independence, the audited consolidated financial statements, the matters required to be discussed by Auditing Standard No. 16 Communications with Audit and Finance Committees,AFCs, as amended, and other matters, including Rule 2-072-07 of SEC Regulation S-X.

S-X.

Audit and Finance Committee

Bradley D. Tilden, Chair

Amie Thuener O’Toole, Chair

Stacy Brown-PhilpotBrown-Philpot

Tanya

James L. DomierDonald

Kirsten A. Green

33

2023 Proxy Statement

Table of Contents



24 NORDSTROM, INC. - 2020 Proxy Statement


PROPOSAL 2RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 2:   RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board recommends a vote FOR this proposal.

The Audit and Finance Committee,AFC, consistent with NYSE and SEC rules, has appointed Deloitte to be the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021.February 3, 2024. Deloitte and its predecessors have served as the Company’s independent registered public accounting firm for over 4550 years, including the fiscal year ended February 1, 2020.

January 28, 2023. As a matter of good corporate practice to provide shareholders an avenue to express their views on this matter, the Board has determined to seek shareholder ratification of Deloitte’s appointment at this time. If the shareholders do not ratify the appointment of Deloitte, the Board will reconsider the appointment. A representative of Deloitte will be present atattend the Annual Meeting to respond to questions and to make a statement if he or she so desires.
Audit Fees
desired.

Audit Fees

The following table summarizes fees billed or expected to be billed to the Company by Deloitte in connection with services for the fiscal years ended February 1, 2020 and February 2, 2019:

  Fiscal Year Ended
February 1, 2020
 Fiscal Year Ended
February 2, 2019
Type of Fee ($)
 (%)
 ($)
 (%)
Audit Fees(a)
 3,281,000
 87
 3,657,000
 83
Audit-Related Fees(b)
 426,000
 11
 581,000
 13
Other Fees(c)
 68,000
 2
 152,000
 4
TOTAL 3,775,000
 100
 4,390,000
 100
by Deloitte:

 

Fiscal Year Ended January 28, 2023

 

Fiscal Year Ended January 29, 2022

Type of Fee

 

($)

(%)

 

($)

(%)

Audit Fees(a)

 

3,658,000

89

 

3,411,000

86

Audit-Related Fees(b)

 

389,000

9

 

465,000

12

Tax Fees(c)

 

67,000

2

 

All Other Fees(d)

 

 

68,000

2

TOTAL

 

4,114,000

100

 

3,944,000

100

(a)  Audit Fees

Audit Fees primarily relate to fees for services for: (i) auditing the consolidated financial statements of the Company; (ii) reviewing the interim financial information of the Company included in its Form 10-Qs;10-Qs; and (iii) auditing the Company’s internal control over financial reporting. Substantially all of Deloitte’s work on these audits was performed by full-time,full-time, regular employees and partners of Deloitte and its affiliates.

(b)  Audit-Related Fees

Audit-RelatedAudit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and internal control over financial reporting, services related to the issuance of the Company’s securities and accounting research tool subscription fees. This amount does not reflect additional amounts of $312,000$383,246 for fiscal year ended February 1, 2020January 28, 2023 and $274,000$364,500 for fiscal year ended February 2, 2019January 29, 2022 which were reimbursed to the Company by its banking partner in connection with the System and Organization Controls report ofrelated to the Company’s credit division.
card servicing activities.

(c)  OtherTax Fees

Other Fees related to advice and recommendations on Canadian customs and import duty filings for the fiscal year ended February 1, 2020January 28, 2023.

(d)  All Other Fees related primarily to human resources benchmarking services and for the fiscal year ended February 2, 2019 related primarily to advice and recommendations on supply chain strategy.

Pre-Approval Policy
January 29, 2022.

Pre-Approval Policy

Consistent with SEC policies regarding auditor independence, the services performed by Deloitte for the fiscal years ended February 1, 2020January 28, 2023 and February 2, 2019January 29, 2022 were pre-approvedpre-approved in accordance with the policies and procedures adopted by the Audit and Finance Committee.AFC. The pre-approvalpre-approval policy is periodically reviewed and updated. It describes the permitted audit, audit-related,audit-related, tax and other services that Deloitte may perform.

Normally, pre-approvalpre-approval is provided at regularly scheduled Audit and Finance CommitteeAFC meetings. However, the authority to grant specific pre-approvalpre-approval between meetings, as necessary, has been assigned to the Chair of the Audit and Finance Committee.AFC. The Chair is responsible for updating the Audit and Finance CommitteeAFC at the next regularly scheduled meeting of any services that were pre-approvedpre-approved between meetings.



NORDSTROM, INC. - 2020 Proxy Statement 25



The Audit and Finance CommitteeAFC approves proposed services, which incorporates appropriate oversight and control of the Deloitte relationship, while permitting the Company to receive immediate assistance from Deloitte when time is of the essence.

The Committee also reviews on a regular basis:

a listing of approved services since its last review;

a report summarizing the year-to-dateyear-to-date services provided by Deloitte, including fees paid for those services; and

a projection for the current fiscal year of estimated fees.

The policy prohibits the Company from engaging the independent registered public accountants for services billed on a contingent fee basis and from hiring current or former employees of the independent auditor who have not satisfied the statutory cooling-offcooling-off period for certain positions.

2023 Proxy Statement

34

Table of Contents

EXECUTIVE OFFICERS

The Executive Officers of the Company are appointed annually by the Board following each year’s annual meeting and serve at the discretion of the Board. In addition to Erik Nordstrom and Peter Nordstrom, whose biographical information is provided under Election of Directors on page 22,25, the following are the other Executive Officers of the Company on the filing date of filing of this Proxy Statement.

teribariquit.jpg

Teri J. Bariquit

Employee since 1986

Age 5457

Chief Merchandising Officer since August 2019. From 2004 to 2019, Ms. Bariquit served as Vice President and then Executive Vice President, Nordstrom Merchandising Group, where she was responsible for Inventory, Planning, Solutions and Business Integration. In her prior role, she led inventory planning, merchandising strategy, brand programs and business transformation initiatives for both Full-PriceNordstrom and Off-Price.Nordstrom Rack. Prior to 2004, she held various management roles in Merchandising, including Business Integration Director, Business Information & Technology Director and Inventory Audit Manager.

  

Alexis DePree

annebramman.jpg
Anne L. Bramman

Employee since 2020

Employee since 2017

Age 44

Age 52

Chief FinancialSupply Chain Officer since June 2017, when she joined the Company. From March 2015 to March 2017, Ms. Bramman served as Senior Vice President and Chief Financial Officer of Avery Dennison Corporation. She previously served as Chief Financial Officer of Carnival Cruise Line from December 2010 to March 2015. She was employed by L Brands in various finance leadership positions from July 2004 to December 2010, including Senior Vice President, Chief Financial Officer of Henri Bendel from 2008 to 2010.

christinedeputya01.jpg
Christine F. Deputy
Employee since 2015
Age 54
Chief Human Resources Officer, since June 2015,January 2020, when she joined the Company. Ms. DeputyDePree previously served as Group Human Resources DirectorVice President of Americas sort centers and planning at Aviva plcAmazon.com, Inc. from March 20132018 to June 2015.2020, and as Amazon’s Vice President of global supply chain operations from 2016 to 2018. From February 20122007 to March 2013,2016, she was Human Resources Director — Global Retail Banking for Barclays Bank. From July 2009held executive positions with increasing responsibility at Target Corporation, prior to February 2012,which she was Chief Human Resource Officer at Dunkin’ Brands. She was employed at Starbucks Corporation from March 1998 to June 2009, serving as Vice President, Human Resources Asia Pacific from November 2007 to June 2009, Vice President, Global Staffing from September 2005 to January 2008, as well as other executiveDell Technologies Inc. in various leadership positions from 19982001 to 2005.

  

michaelmaher.jpg

Michael W. Maher

Employee since 2009

Age 4649

Senior Vice President,

Interim Chief Financial Officer and Chief Accounting Officer since January 2020.December 2022. Mr. Maher previously served as Senior Vice President,Chief Accounting Officer from January 2020 to December 2022 and SVP, Finance sincefrom May 2017.2017 to January 2020. From October 2011 to April 2017, he held various leadership finance roles for the Company’s Full-LineFull-Line stores and Full-PriceFull-Price business. He previously served as the Company’s Controller from November 2009, when he joined the Company, until September 2011. Prior to joining Nordstrom, Mr. Maherhe served as the Vice President, Retail Division Controller for Longs Drug Stores Corporation, the Assistant Corporate Controller at 24 Hour Fitness, and as a Manager of Assurance and Advisory Services and a Certified Public Accountant with Deloitte & Touche LLP.



26 NORDSTROM, INC. - 2020 Proxy Statement


scottmedena02.jpg
Scott A. Meden
Employee since 1985
Age 57
Chief Marketing Officer, since August 2016. From February 2010 to August 2016, Mr. Meden served as Executive Vice President and General Merchandise Manager, Shoe Division. He previously served as Executive Vice President and President, Nordstrom Rack from February 2006 to February 2010, as Divisional Merchandise Manager from September 2002 to January 2006, as Director of Business Planning and Analysis from 2001 to September 2002, and as Financial Manager, Shoes from 1999 to 2001.

  
edmondmesrobiana.jpg

Edmond Mesrobian

James F. Nordstrom, Jr.

Employee since 20181986

Age 5950

Chief TechnologyStores Officersince August 2018, when he joined the Company.April 2022. Previously, he was Chief Technology Officer for multi-national grocery retailer Tesco PLC from 2015 to July 2018. From 2011 to 2014, he served as Chief Technology Officer for global travel company Expedia Group, Inc., which includes online travel brands Expedia.com, Hotels.com and Hotwire.com. PriorPresident, Stores from May 2014 to joining Expedia, he held the role of Chief Technology Officer at RealNetworks, Inc. from 2003 to 2010, where he led development across multiple digital media services and software.

jamienordstrom.jpg
James F. Nordstrom, Jr.
Employee since 1986
Age 47
President, Stores, since May 2014.April 2022. From 2005 to 2014, Mr. Nordstrom served as Executive Vice President and President, Nordstrom.com. He previously served as Corporate Merchandise Manager, Children’s Shoes, from May 2002 to February 2005, and as a project manager for the design and implementation of the Company’s inventory management system from 1999 to May 2002. Mr. Nordstrom is a great-grandsongreat-grandson of the Company’s founder.

  
annmunsonsteines.jpg

Farrell B. Redwine

Employee since 2016

Age 51

Chief Human Resources Officer since July 2021. In addition, Ms. Redwine has responsibility for the Company’s Diversity, Inclusion and Belonging strategy and co-chairs the Nordstrom Diversity Action Council. Ms. Redwine joined Nordstrom in 2016 as Vice President, Human Resources supporting eCommerce, call centers and stores, and subsequently served as Senior Vice President, Human Resources, overseeing the talent, culture, diversity and total rewards functions for the Company. From 2014 to 2016, Ms. Redwine was a change management consultant and leadership coach. From 2008 to 2013, she was Global Head of Diversity & Talent Management for Barclays Capital. Prior to 2008, Ms. Redwine held various global HR leadership positions with increasing responsibility at several large corporations, including Lehman Brothers, ExxonMobil and Time Inc.

35

2023 Proxy Statement

Table of Contents

EXECUTIVE OFFICERS

Ann Munson Steines

Employee since 2019

Age 5457

Chief Legal Officer, General Counsel and Corporate Secretary since July 2019, when sheApril 2022. Ms. Steines joined the Company.Company as General Counsel and Corporate Secretary in July 2019. Previously, she was Senior Vice President, Deputy General Counsel and Assistant Secretary for Macy’s, Inc. for approximately ten years. Ms. Steines joined Macy’s, Inc. in 1998 as Assistant Counsel, Employment Law, and rose through positions of increasing responsibility until her appointment as Deputy General Counsel and Assistant Secretary. Prior to Macy’s, Ms. Steines was a Senior Attorney with the Overnite Transportation Company, a subsidiary of Union Pacific Corporation. Ms. Steines began her legal career with Dinsmore & Shohl in Cincinnati, Ohio in 1990 and then practiced law with the law firm of Michael Best & Friedrich in Milwaukee, Wisconsin.

  
geevythomas.jpg

Geevy S.K. Thomas

Kenneth J. Worzel

Employee since 19832010

Age 5558

President, Nordstrom Rack,

Chief Customer Officer since January 2018. Mr. Thomas previouslyApril 2022. Previously, he served as Chief InnovationOperating Officer from January 2017August 2019 to January 2018. From 2010 to 2017, he served as Executive Vice President and President, Nordstrom Rack. He previously served as Executive Vice President and South Regional Manager from November 2001 to February 2010, as Executive Vice President and General Merchandise Manager, Full-Line Stores from February 2001 to November 2001, and as Executive Vice President, Full-Line Stores and Director of Merchandising Strategy from February 2000 to February 2001. Prior to February 2000, he held various merchandise strategy, store and regional management positions with the Company.

kenworzel.jpg
Kenneth J. Worzel
Employee since 2010
Age 55
Chief Operating Officer, since September 2019.April 2022. From 2018 to August 2019, Mr. Worzel served as Chief Digital Officer, from 2016 to 2019 as President of Nordstrom.com, and from 2010 to 2016, he served as Executive Vice President, Strategy and Development. Prior to joining the Company, he was a partner with McKinsey & Company, a global management consulting firm, from 2009 to 2010. While at McKinsey, he provided the Company and other clients with management strategy and organizational services. Prior to joining McKinsey, he was a managing partner at Marakon Associates, an international strategy consulting firm, from 1992 to 2008. As a partner at Marakon Associates, he provided consulting services to the Company from 1997 to 2008.

As previously disclosed by the Company, Nordstrom Canada Retail, Inc., Nordstrom Canada Holdings, LLC and Nordstrom Canada Holdings II, LLC, which are subsidiaries of the Company, have commenced a wind-down of their business operations, obtaining an Initial Order from the Ontario Superior Court of Justice under the Companies’ Creditor Arrangement Act on March2, 2023 to facilitate the wind-down in an orderly fashion. Erik Nordstrom and Michael Maher served as directors and/or officers of such entities.

2023 Proxy Statement

36

Table of Contents



NORDSTROM, INC. - 2020 Proxy Statement 27



COMPENSATION OF EXECUTIVE OFFICERS

Compensation, People and Culture Committee Report

The CPCC has reviewed and discussed with management the CD&A included in this Proxy Statement. The CPCC believes the CD&A represents the intent and actions of the CPCC with regard to executive compensation and has recommended to the Board that it be included in this Proxy Statement for filing with the SEC.

Compensation, People and Culture Committee

James L. Donald, Chair

Glenda G. McNeal

Mark J. Tritton

Compensation Discussion and Analysis

Table of Contents

37

Executive Summary

40

Framework for Executive Compensation

45

Compensation Governance

This section describes our executive compensation program and the compensation decisions made for our fiscal year 2019 Named Executive Officers.

2022 NEOs. Anne Bramman separated on December 2, 2022 and Edmond Mesrobian separated on October 14, 2022.

Erik B. Nordstrom

 

Chief Executive Officer

Michael W. Maher

Interim Chief Financial Officer and Chief Accounting Officer

Peter E. Nordstrom

President & Chief Brand Officer

Kenneth J. Worzel

Chief Customer Officer

Alexis DePree

Chief Supply Chain Officer

Anne L. Bramman

 

Former Chief Financial Officer

Peter E. Nordstrom

Edmond Mesrobian

 President and Chief Brand Officer
Kenneth J. WorzelChief Operating Officer
Edmond Mesrobian

Former Chief Technology & Information Officer

2019 Snapshot

Executive Summary

Accelerated Sales Trends Through 2019 While Maintaining Operating Discipline
In fiscal year 2019, net earnings were $496 million, or $3.18 per diluted share.

Given the challenging environment, we have been executing with agility since we saw softening trends in late June. We took action to navigate the macroeconomic uncertainty and position our business for success. This included $0.19 per diluted share of charges primarily relatedmanaging expenses to the integration of Trunk Club as part of our marketalign with sales expectations, optimizing product mix and clearing through excess inventory. While this strategy required more markdowns than we had initially planned in addition to debt refinancing costs. We achieved net sales of $15.1 billion compared with $15.5 billion in 2018, and saw a meaningful improvement in top-line trends in the second half of2022, we exited the year relativewith inventory levels down 15% and are positioned for greater agility amidst continuing macroeconomic uncertainty.

While we navigate this ever-shifting landscape, we remain committed to the first half.

chart-fcee196322ff5aedac2a02.jpgchart-44da11b716db5e0d858a02.jpg
Achieved $15.1 billion in sales, reflecting a 400 basis-point improvement in the second half of the year relative to the first half of the year.Generated earnings of $496 million, reflecting softer sales, partially offset by $225 million in expense savings, merchandise margin expansion and increased inventory turns.
Our business model isour long-term strategic and financial goals. We also continue building capabilities to better serve customers and deliver increased profitability, with a key point of difference in serving customers in multiple ways through our two brands, Nordstrom andfocus on improving Nordstrom Rack performance, winning in storesour most important markets and online with meaningful synergies across Nordstrom. We are focused on leveraging our digital capabilities. We have a loyal customer base and physicalacquired approximately 10 million new customers and 2.5 million new Nordy Club members in 2022. In 2023, we will build on these successes through three priorities: improving Nordstrom Rack performance, increasing our inventory productivity and optimizing our supply chain.

Improve Nordstrom Rack Performance: We are committed to delivering profitable growth while improving the customer experience through three key initiatives. The first is increasing our supply of premium brands at Nordstrom Rack by prioritizing 100 nationally recognized strategic brands that help us drive sales and grow market share. We are dedicated to having great brands at great prices ateach of our locations, and these brands are a differentiator for the Rack as many are not widely available in the off-price space.

37

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

These brands accounted for half of Rack sales in 2022, and they make up 60% of our on-order for the first half of 2023. The second is focusing on expanding our reach and convenience for customers through opening new Rack stores. Rack stores are our largest source of new customer acquisition and we have an opportunity to attract more customers and drive profitable growth through a proven model. We opened two new Rack stores in 2022 and have announced plans to open many more in 2023 and beyond. Finally, we aim to drive greater engagement and higher profitability at NordstromRack.com. Our digital capabilities are unique in the off-price space, and we see opportunities to leverage our digital assets to provideincrease engagement with Rack customers. We also continue to optimize our operational model to drive improved profitability. In the third quarter of 2022, we reduced Rack store-based order fulfillment and raised the minimum order amount to receive free ship-to-store delivery on NordstromRack.com.

Increase Inventory Productivity: Better inventory discipline across our operations provides customers with relevant and new assortments from the world’s best brands. Supply chain disruptions and volatility over the past three years had a best-in-class experience. In 2019, we made tremendous progress executing our market strategy, accelerating our sales trends and maintainingsignificant impact on our inventory management and expense discipline, including the following:

Customer Satisfaction outcomes. As supply chains have stabilized, we have a significant opportunity to improve our earnings and returns on invested capital through increased productivity from our merchandise inventory, which is our largest annual investment.

Optimize Our Supply Chain: We meaningfully improved customer satisfaction scoresmade significant progress on our supply chain initiatives in many areas of our business and during our two key events Anniversary Sale and Holiday.

Market Strategy We accelerated the rollout of our market strategy to five of our top markets and significantly expanded our presence in the New York market with our NYC flagship opening.
Top-Line Trends We successfully executed plans to drive our top line as evidenced by a 400 basis-point2022, which drove improvement in the second half ofcustomer experience and profitability despite ongoing cost pressures. We made progress on optimizing unit flow, improved productivity in our distribution and fulfillment centers and increased delivery speed. In 2023, we expect to see further benefits from these and additional supply chain optimization actions.

Although there is continued macroeconomic uncertainty heading into 2023, our priorities, along with the year.

Operating Discipline We realized $225 million in savings, exceedingcapabilities we have built with our plans by 10%, which allowedCloser to You strategy and digital assets, prepare us to reinvest inmanage short-term pressures. With our strong balance sheet and cash position, we also have the customer experience. Sales grew faster than inventory for four consecutive quartersflexibility to respond to shifting demand. We are navigating short-term headwinds, while also continuing to build capabilities to better serve our customers, drive profitable growth and we generated annual operating cash flow of more than one billion dollars for the 11th consecutive year.
As we continue into 2020, we remain focused on connecting with customers and serving them on their terms, to position us for long-term success.


28 NORDSTROM, INC. - 2020 Proxy Statement


increase shareholder value.

Shareholders Support our Compensation Program

Our shareholders approved our Board’s recommendation to hold executive compensation advisory votes on an annual basis so that they may frequently and openly express their views about the compensation of our Named Executive Officers.NEOs. Each year since 2011, more than 90% of the votes cast have been supportive of our compensation programs. Based on the majority of shareholders voting in favor of our executive compensation program last year, weThe CPCC took investors’ sustained support into account as it continued to implement similar compensation policies and programs in fiscal year 2019, with the exception of a return to a mix of performance and time-based vesting of equity incentive awards for fiscal year 2019, as discussed on page 36, and continued to apply the following pay and benefits philosophy.

Our Pay and Benefits Philosophy:
We believe that if our customers win, our employees and shareholders win – our interests are aligned.
We pay for performance by investing in talent that delivers results and demonstrates the behaviors that drive our success, while not encouraging excessive risk taking.
We deliver competitive pay and benefits for all jobs and differentiate pay for critical jobs that directly impact our ability to deliver on our strategy.
We use objective market data to design flexible pay and benefits programs to help attract, retain, motivate and reward our employees and meet the needs of specific talent groups.
We provide equal pay and promotion opportunities for all employees and give them the information they need to clearly understand their pay and effectively manage their careers.
2022.

We Emphasize Variable Pay and Balance Short- and Long-Term Incentives as Well as Incentive Values

In accordance with our pay-for-performancepay-for-performance philosophy, the compensation program for our Named Executive OfficersNEOs is straightforward in design and includes four primary elements: base salary, performance-basedperformance-based bonus, long-term incentives (“LTI”)LTIs and benefits. Within these pay elements, we emphasize variable pay over fixed pay, with at least 70% of each Named Executive Officer’sNEO’s target compensation linked to our financial or market results.results, with the exception of the Interim Chief Financial Officer and Chief Accounting Officer for whom 55% of target compensation is variable, consistent with other similarly leveled executives. The program also balances the importance of these executives achieving both critical short-termshort-term objectives and strategic long-termlong-term priorities. The following graphics represent fiscal year 2022 target direct compensation (excluding benefits) for the Chief Executive OfficerCEO and the President and& Chief Brand Officer, and for the other Named Executive Officers.

stackchartv3bw600dpi002.jpg
NEOs.

 

CEO and
President & Chief Brand Officer

 

Average of All Other NEOs

  
  

 

  
  

85%

 

73%

  
  

Performance Based

 

Performance Based

  

Our Variable Pay Reflects Company Performance

Our pay-for-performancepay-for-performance design includes rigorous performance goals and high performance standards. Further, with a substantial portion of pay in the form of Nordstrom stock,Common Stock, pay outcomes align with our shareholders’ interests. This is evidenced by our Named Executive Officers’NEOs’ recent incentive compensation payouts and grant realizable values as of our 2019 fiscal year end 2022, as shown in the table on the following page.



NORDSTROM, INC. - 2020 Proxy Statement 29



  2015
 2016
 2017
 2018
 2019
FINANCIAL RESULTS          
Net Earnings 
$600M 
$354M 
$437M 
$564M 
$496M
Earnings Before Interest and Income Tax Expense 
$1,101M 
$805M 
$926M 
$837M 
$784M
Return on Assets 6.6% 4.5% 5.4% 6.8% 5.1%
           
INCENTIVE COMPENSATION PAYOUTS          
Incentive Adjusted Earnings Before Interest and Income Tax Expense (“Incentive Adjusted EBIT”) 
$1,246M 
$1,076M 
$952M 
$909M 
$808M
Incentive Adjusted Return on Invested Capital
(“Incentive Adjusted ROIC”)
 11.0% 12.4% 10.0% 12.8% 11.2%
Annual bonus
(payout as a % of Target on Incentive Adjusted EBIT measure*)
 0% 80% 96% 89% 44%
3-year Total Shareholder Return (“TSR”) percentile ranking within comparator group 53%ile
 16%ile
 10%ile
 24%ile
 20%ile
Performance Share Unit (“PSU”) vesting
(payout as a % of Target)
 75% 0% 0% 0% 0%
PSU comparator group Retail
 S&P 500
 S&P 500
 S&P 500
 S&P 500 / Internal Measures**
tables.

*
For the Chief Executive Officer and the President and Chief Brand Officer, actual bonus payouts as a percent of Target for fiscal years 2017, 2018 and 2019 were 94%, 63% and 47%, respectively. See pages 33 through 35 for more information.

2023 Proxy Statement

38

Table of Contents

**

COMPENSATION OF EXECUTIVE OFFICERS

INCENTIVE COMPENSATION PAYOUTS

2018

2019

2020

2021

2022

Annual bonus payout as a % of target on Incentive Adjusted EBIT measure(a)

89%

44%

0%

128%

0%

PSU vesting (payout as a % of target)(b)

0%

0%

N/A

0%

N/A

(a) For the CEO and the President & Chief Brand Officer actual bonus payouts as a percent of target for fiscal years 2018, 2019, PSU grant results are based on internal measures.2020, 2021 and 2022 were 63%, 47%, 0%, 128% and 0%, respectively.

(b) PSU vesting reflects the performance period ended February 1, 2020.

Incentive Adjusted EBIT and Incentive Adjusted ROIC are not measures of financial performance under U.S. Generally Accepted Accounting Principles (“GAAP”) and should be considered in addition to, and not a substitute for, return on assets, net earnings, total assets or other financial measures prepared in accordance with GAAP. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.
PSU vesting as shown in the table above correspondscorresponds to the performance periods ending fiscal years 2018, 2019 and 2021. No PSU performance cycles ended in fiscal years 2015 through 2019. Three-year TSR percentile ranking is based on our relative TSR performance over three-year rolling periods between fiscal years 2013 and 2019 versus the comparator group. Beginning with the 2014 – 2016 performance period, we changed our comparator group from our retail peer group to the Standard & Poor’s 500. For the 2019 PSU grant, we changed our performance measure from relative TSR to internal measures, structured with two performance periods. Given the change in measures from relative TSR to internal measures related to the strategy that was communicated to our
shareholders in July 2018, the Committee decided to split the 2019 PSU grant into two tranches: two-thirds of which has a three-year performance period and one-third of which has a one-year performance period. 2020 or 2022.

GRANT REALIZABLE VALUES

2018

2019

2020

2021

2022

PSUs (realizable value as a % of grant value)

N/A

0%

N/A

0%

44%

RSUs (realizable value as a % of grant value)

64%

65%

101% 

38%

62%

Stock options (realizable value as a % of grant value)

N/A

0%

70%

0%

0%

The one-year performance period was intended only for the 2019 PSU grant. One-third of the PSUs were to be earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria had been met, and two-thirds of the PSUs will be earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria are met. Both tranches of the 2019 PSUs vest when the results have been certified by the Compensation, People and Culture Committee at the end of the three-year performance cycle, January 29, 2022. For the one-year performance cycle ended on February 1, 2020, the performance payout threshold was not achieved, so one-third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle. See pages 35 and 36 to learn more about long-term incentive pay.

GRANT REALIZABLE VALUES 2015
 2016
 2017
 2018
 2019
PSUs (realizable value as a % of grant value) 0% 0% 0% N/A
 0%
RSUs (realizable value as a % of grant value) 67% 99% 101% 77% 108%
Stock options (realizable value as a % of grant value) 0% 0% 5% N/A
 0%
Realizabletable above reflects realizable values shown above are based on the actual value at time of vest, current unvested values using our 2019 fiscal year end stock price of $36.86 and current performance for the outstanding PSUs granted in 2019 (which were tracking at 0% payout as of the end of the fiscal year), shown as a percent of grant value.values, based on the actual values at time of vest and current unvested values using our 2022 fiscal year-end stock price of $18.42 and a 75% payout percentage for the 2022 PSU awards (the minimum percentage that would have been earned as of fiscal year end 2022). PSUs, restricted stock units (“RSUs”)RSUs and stock options are shown in the column matching the year of grant.

The PSUs granted on March 9, 2020 were cancelled on August 18, 2020, as discussed in footnote (c) of the Summary Compensation Table, and are not reflected in the above table.

The CPCC reviews these results and other analyses with the goal of ensuring that the NEOs’ aggregate compensation aligns with shareholder interests. Based on these and other outcomes, the CPCC believes that total direct compensation for our NEOs reflects our pay-for-performance philosophy and is well aligned with shareholder interests.

39

The Compensation, People and Culture Committee reviews these results and other analyses with the goal of ensuring that the Named Executive Officers’ aggregate compensation aligns with shareholder interests. Based on these and other outcomes, the Committee believes that total direct compensation for our Named Executive Officers reflects our pay-for-performance philosophy and is well aligned with shareholder interests.

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS



30 NORDSTROM, INC. - 2020 Proxy Statement


Effective Corporate Governance Reinforces Our Compensation Program

Our compensation philosophy for our executive team, including our Named Executive Officers,NEOs, is reflected in governance practices that support the needs of our business, drive performance and align with our shareholders’ long-termlong-term interests. Below is a summary of what we do and don’t do in that regard.

WHAT WE DO

 

WHAT WE DON’T DO

þ

Pay for performance:-for-performance: Our compensation program for Named Executive OfficersNEOs emphasizes variable pay over fixed pay, with at least 70% of each Named Executive Officer’sNEO’s target compensation linked to our financial or market results.

results, with the exception of the Interim Chief Financial Officer and Chief Accounting Officer, for whom 55% of target compensation is variable, consistent with other similarly leveled executives.

 Ø

Provide employment agreements.

þ

Offer separation benefits to our NEOs who are Nordstrom family members.

Retain meaningful stock ownership guidelines:Our expectations for ownership align executives’ interests with those of our shareholders, and all Named Executive OfficersNEOs have exceeded their targets.

 Ø

Offer separation benefitsspecial perquisites to Named Executive Officers who are Nordstrom family members.our NEOs.

þ

Mitigate undue risk: We have caps on potential performance-basedperformance-based bonus payments, a clawback policy on performance-basedperformance-based compensation and active and engaged oversight and risk management systems, including those related to compensation-relatedcompensation-related risk.

 Ø

Offer special perquisites to our Named Executive Officers.
Ø

Maintain separate change in control agreements.

þ
Engage an independent compensation consulting firm: The Committee’s consultant does not provide any other services to the Company.

Ø

Gross up taxes, except in the case of selected relocation expenses.

þ

Engage an independent compensation consulting firm: The CPCC’s consultant does not provide any other services to the Company.

Reprice underwater stock options.

Apply conservative post-employmentpost-employment and change in control provisions.

 Ø

Reprice underwater stock options.

Issue grants below 100% fair market value.

þ

Limit accelerated vesting:Our equity plan provides for accelerated vesting of equity awards after a change in control only if an executive is involuntarily terminated by the Company without cause or resigns for good reason, a provision referred to as a “double trigger.”

 Ø

Issue grants below 100% fair market value.
Ø

Pay dividends on any unearned or unvested equity awards.

þ

Permit hedging or short-sale transactions.

Restrict pledging activity: All Executive Officers are subject to pre-clearancepre-clearance requirements and restrictions.

 Ø

Permit hedging or short-sale transactions.

Count pledged shares toward stock ownership targets.

þ

Receive strong shareholder support: Each year since 2011, more than 90% of the votes cast on the matter have been in favorsupportive of our compensation programs.

ØCount pledged shares toward stock ownership targets.

Context

Framework for Understanding OurExecutive Compensation Program and Decisions

This section provides background

Our Pay and Benefits Philosophy

We believe that if our customers win, our employees and shareholders win – our interests are aligned.

We pay for performance by investing in talent that delivers results and demonstrates the behaviors that drive our success, while not encouraging excessive risk taking.

We deliver competitive pay and benefits for all jobs and differentiate pay for critical jobs that directly impact our ability to deliver on the roles involved in determining compensation for our Named Executive Officers, ourstrategy.

We use ofobjective market data and the companies selected for our peer group.

Our Roles in Determining Compensation Are Well Defined
Compensation, People and Culture Committee
Our Compensation, People and Culture Committee (“Committee”) oversees the development and delivery of our to design flexible pay and benefits philosophyprograms to help attract, retain, motivate and compensation plans forreward our employees and meet the Named Executive Officers and other executives as described in the Committee Charter on our website at investor.nordstrom.com.
As partneeds of that oversight, the Committee ensures the Named Executive Officers’ aggregate compensation aligns with shareholder interests by reviewing analyses that include:
Cash alignment to evaluate the short-term incentive payouts relative to our financial performance.
Relativespecific talent groups.

We provide equal pay and performancepromotion opportunities for all employees and give them the information they need to compare the percentile rankings of our total direct compensation (base salary + performance-based bonus + long-term incentives) with financial performance metrics of our peer group.

Committee Consultant
The Committee has retained Semler Brossy Consulting Group, LLC (“Semler Brossy”). A consultant from the firm attends the Committee meetings in person or by phone, and in support of the Committee’s role, provides independent expertise on market practices, compensation program design and related subjects as described on page 15. Semler Brossy provides services only as directed by the Committee. During fiscal year 2019, Semler Brossy’s services included a review of executive and director pay programs, a review of the compensation peer group, a review ofclearly understand their pay and performance, and other pay-related matters specific to the Committee’s Charter.effectively manage their careers.



NORDSTROM, INC. - 2020 Proxy Statement 31



Management
Our Chief Executive Officer and the President and Chief Brand Officer provide input to the Committee on the level and design of compensation elements for the Named Executive Officers and other Executive Officers, excluding themselves. Our Chief Human Resources Officer joins them in Committee meetings to provide

perspective and expertise relevant to the agenda. Management supports the Committee’s activity by providing analyses and recommendations developed internally or occasionally with the assistance of external consulting firms other than the Committee’s independent consultant.
Market Data Provides a Reference Point for Compensation
The Committee believes that knowledge of market practices, particularly those of our peers listed below, is helpful in assessing the design and targeted level of our executive compensation package. In reviewing peer group information, the Committee uses survey data provided by external consultants, monitors general market movement for executive pay and references proxy statements for specific roles.
When the Committee reviews market data, they consider the 50th percentile (median) of our peer group as a reference point, rather than a policy, for positioning target total direct compensation. Target opportunities for individual pay elements vary by executive role based on scope of responsibilities and expected contributions.
Target total direct compensation for 2019 for Erik Nordstrom and Peter Nordstrom was below our peer group median, as it has been in previous years. Based on the Committee’s review of relevant market data and internal pay equity, the Committee believes the target total direct compensation for Anne Bramman, Kenneth Worzel, and Edmond Mesrobian was within a competitive range of the peer group median. Actual pay for the Named Executive Officers can exceed our established targets or peer group actual pay through the variable compensation elements when pre-determined performance milestones are achieved. Actual or realizable pay for the past few years has been below target, as shown on page 30.
Peer Group Companies Represent Our Business
Each year, the Committee reviews the appropriateness of our peer group for comparison on pay and related practices. Collectively, the peer group companies represent our primary business areas, including our Full-Price, Off-Price, in-store, and online business and private label products. The peer group companies generally meet the following selection criteria:
fall within the Consumer Discretionary and Staples sectors;
fall within a reasonable range of our size, defined as one-fourth to four times our revenue and one-fifth to five times our market capitalization;
share similar talent, operational and/or business characteristics, including a retail-focused business model;
similar or related product focus and place a high value on customer experience;
are part of our industry group as defined by institutional shareholders and shareholder service organizations; and
are a public company subject to similar market pressures.
Our peer group used for evaluating compensation for fiscal year 2019 was comprised of the following retail companies:
Bed Bath & Beyond, Inc.J. C. Penney Company, Inc.Tapestry, Inc.
Capri Holdings LimitedKohl’s CorporationTiffany & Co.
Dillard’s, Inc.L Brands, Inc.The TJX Companies, Inc.
Estée Lauder Companies, Inc.Macy’s, Inc.Urban Outfitters, Inc.
Foot Locker, Inc.Neiman Marcus Group LTD LLCVF Corporation
Gap, Inc.Ralph Lauren CorporationWilliams-Sonoma, Inc.
Hudson’s Bay CompanyRoss Stores, Inc.

 

2023 Proxy Statement

40

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

During 2019, as part of its annual review of peer companies to be used for compensation comparison purposes, the Committee determined that no changes to the peer group would be made for fiscal year 2020.

Each Element of Compensation Has itsIts Own Purpose

Our compensation program for Named Executive OfficersNEOs is made up of four primary elements outlined on the following page.table. Each element has its own purpose based on our fundamental premise of pay for performance-for-performance and our pay and benefits philosophy, described on page 29.as previously described. Additional information is provided on the following page in the “About Our Compensation Elements: What We Paid in 2019 and Why” section.



32 NORDSTROM, INC. - 2020 Proxy Statement


pages.

Compensation Element

Purpose

Compensation ElementPurpose

Base Salary


(See below)
Page 41)

Reflect scope of the role and individual performance through base-linebase-line cash compensation.

Performance-Based Annual


Cash Bonus

(Pages 33 through 35)
Page 42)

Motivate and reward contributions to annual operating performance and long-termlong-term business strategy with cash that varies based on results.

Long-Term Incentives

LTIs
(Pages 35 through 37)

Page 42)

Promote alignment of executive decisions with Company goals and shareholder interests through stock options, performance share units and restricted stock units where value varies with Company stock performance.

Benefits


(Page 37)
44)

Provide meaningful and competitive broad-based,broad-based, leadership and retirement benefits that support healthy lifestyles and contribute to financial security.

Pay Changes for 2019

2022

On an annual basis, the CommitteeCPCC reviews base salary, performance-basedperformance-based bonus target opportunity and long-term incentiveLTI target grant value for each of the Named Executive OfficersNEOs in consideration of the upcoming fiscal year. CommitteeCPCC decisions for fiscal year 20192022 targets are summarized belowin this section and shown as a year over year comparison. The Committee believes these elementsSee LTIs on page 42 for information on special equity grants and CPCC discretion to increase the overall compensation program are meeting2022 LTI grant value for Michael Maher.

Base Salary
($)

 

Performance-Based
Annual Cash Bonus
(Target Opportunity
as a % of Base Salary)

 

LTI
Annual Grant
(Target Grant Value
as a % of Base Salary)

Name

FYE 2021

FYE 2022

 

FYE 2021

FYE 2022

 

FYE 2021

FYE 2022

Erik B. Nordstrom

758,500

758,500

 

200

200

 

350

350  

Michael W. Maher

441,000

525,000

 

50

50

 

70

70  

Peter E. Nordstrom

758,500

758,500

 

200

200

 

350

350  

Kenneth J. Worzel

895,000

895,000

 

125

125

 

250

250  

Alexis DePree

570,000

650,000

 

80

80

 

150

150  

Anne L. Bramman

815,000

845,000

 

100

100

 

200

250  

Edmond Mesrobian

800,000

825,000

 

80

80

 

150

150  

In 2022, the expectationsCPCC approved increases to base salaries for our pay-for-performanceMichael Maher, Alexis DePree, Anne Bramman and payEdmond Mesrobian.

To maintain his relative market competitiveness, Michael Maher’s base salary increased from $441,000 to $456,435 on March27, 2022, and benefits philosophies.

  
Base Salary
($)
 
Performance-Based
Annual Cash Bonus
(Target Opportunity
as a % of Base Salary)
 
Long-Term Incentives
Annual Grant
(Target Grant Value
as a % of Base Salary)*
Name FYE 2018
 FYE 2019
 FYE 2018
 FYE 2019 FYE 2018
 FYE 2019
Erik B. Nordstrom 758,500
 same
 200
 same 350
 same
Anne L. Bramman 775,000
 800,000
 90
 100 175
 200
Peter E. Nordstrom 758,500
 same
 200
 same 350
 same
Kenneth J. Worzel 800,000
 875,000
 125
 same 250
 same
Edmond Mesrobian 725,000
 775,000
 80
 same 150
 same
* Long-term incentives annual grant targets exclude any one-time equity awards. See page 36 for detailthen from $456,435 to $525,000 on one-time equity awards.
In February 2019,November27, 2022 to reflect his expanded responsibilities as Interim Chief Financial Officer and Chief Accounting Officer.

To maintain relative market competitiveness, the CommitteeCPCC also approved an increase inthe following base salary increases: Alexis DePree’s base salary increased from $570,000 to $595,000 on March27, 2022 and from $595,000 to $650,000 on June5, 2022, Anne Bramman’s base salary of approximately 3%, effective April 1, 2019,increased from $815,000 to acknowledge performance$845,000 on March27, 2022 and maintain relative market competitiveness for the Chief Financial Officer role. At the same time, to maintain relative market competitiveness for the Chief Financial Officer role, the Committee approved an increase in Anne Bramman’s target bonus opportunity from 90% to 100% of base salary, and an increase in her target equity grant value from 175% to 200% of base salary, effective at the beginning of fiscal year 2019.

On September 16, 2019, Kenneth Worzel was named Chief Operating Officer. He has served in various executive and leadership roles since 2010, most recently as Chief Digital Officer and President of Nordstrom.com. In connection with this appointment, his base salary was increased to $875,000, effective September 16, 2019. Edmond Mesrobian’s base salary was increased from $800,000 to $775,000, effective September 4, 2019,$825,000 on June5, 2022.

The base salaries of all other NEOs remained unchanged.

The CPCC made no changes to recognize his increased responsibility over data science and product management.

About Our Compensation Elements: What We Paid in 2019 and Why
target bonus opportunities for any of the NEOs.

In 2022, the CPCC approved an increase of Anne Bramman’s target LTI grant value as a percent of base salary from 200% to 250% to maintain her relative market competitiveness. The target LTI grant as a percent of base salary of all other NEOs remained unchanged.

Base Salary

The CommitteeCPCC begins its annual review of base salary for the Named Executive OfficersNEOs through discussion with the Chief Executive OfficerCEO and the President and& Chief Brand Officer on the expectations and achievements of each executive during the previous year, as well as their pay history and pay equity with other internal roles. The CommitteeCPCC then references our pay levels

to similar roles in peer companies to ensure they are within a competitive range of the peer group median. Named Executive OfficersNEOs do not necessarily receive increases in base salary every year. When they do, the changes are generally effective on or about April 1st1st following their annual performance review, which includes a discussion about individual results against defined expectations.

41

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Performance-Based Annual Cash Bonus

The opportunity for annual performance-basedperformance-based cash awards under our shareholder-approvedshareholder-approved Nordstrom, Inc. Executive Management Bonus Plan (“Executive Management Bonus Plan”)EMBP is designed to focus the Named Executive OfficersNEOs on the alignment between annual operating performance and long-termlong-term business strategy. The Committee establishes the following criteria in developing the annual bonus arrangements:



NORDSTROM, INC. - 2020 Proxy Statement 33



Target bonus opportunity:

In determining the target percentage of base salary,bonus opportunities, the CommitteeCPCC takes into account the mix of pay elements, market pay information for similar roles within our peer group and the internal relationship between roles within the Company.

In support of our pay-for-performancepay-for-performance philosophy, the maximum bonus payout, which is associated with superior performance, is 2.5 times an executive’s target bonus opportunity. This maximum is higher than is common among our retail peers because we believe it is important to continue encouraging and paying rewards when we achieve truly superior results. Under our approach, truly superior results are rarely achieved. In the past 10ten years, we have not paid out bonuses in excess of 150% of target except for fiscal year 2010, when the payout was 200% of target.

Performance measures: The Committee establishes the performance measures to focus executives on the most important annual and long-term strategic goals.

For fiscal year 2019,2022, the Named Executive Officers hadCPCC maintained the same financial performance measures and weighting of Incentive Adjusted EBIT, which emphasizes the importance of earnings and its role in driving shareholder value, and Incentive Adjusted ROIC, which ensures our overall performance aligns directly with shareholder returns over the long term. The CPCC retained the ability to differentiate payouts for eligible roles, indicated in the following measures:

table, based on individual contributions and execution against goals. For the portion of the year prior to assuming the Interim Chief Financial Officer role, Michael Maher was eligible for the broad-based bonus plan, for which the measures were Net Sales and Incentive Adjusted EBIT.

Measure and Weighting

Opportunity for Individual Bonus Differentiation

CEO and President & Chief Brand Officer

Incentive Adjusted ROIC to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on

100% Incentive Adjusted EBIT results to ensure our executives are rewarded only after earnings generate meaningful returns for our shareholders.

Incentive Adjusted EBITto emphasize the importance of earnings and its role in driving shareholder value. Erik Nordstrom and Peter Nordstrom each had this performance measure weighed at 100%, subject to the achievement of the Incentive Adjusted ROIC threshold. Anne Bramman, Kenneth Worzel and Edmond Mesrobian each had this performance measure weighed at 67%, againthreshold

No

Other NEOs

100% Incentive Adjusted EBIT subject to the achievement of the Incentive Adjusted ROIC threshold.

Yes, applied after the calculation of outcomes on the financial performance measures

Individual Measureto enable differentiation in bonus payout opportunity based on individual contributions and execution against goals for Anne Bramman, Kenneth Worzel and Edmond Mesrobian. The individual bonus measure accounted for 33% of the total bonus opportunity for these Named Executive Officers.

The following charts show the mix of financial and individual components of the bonus opportunity for the Chief Executive Officer and the President and Chief Brand Officer and for the other Named Executive Officers for fiscal year 2019.

chart-5c64e7d4e37753dabdaa01.jpgchart-70301099ae4958d19cca01.jpg
* Incentive Adjusted EBIT measure is subject to the Incentive Adjusted ROIC threshold.
Performance measure milestones: The CommitteeCPCC defines financial milestones for Incentive Adjusted ROIC (as a threshold) and Incentive Adjusted EBIT (as a range) that relate to varying percentages of bonus payout. The difficulty level in achieving the milestones reflects the Committee’sCPCC’s belief that there should be a balance between executive pay opportunity, reinvestment in the Company and return to shareholders. Quantitative and qualitative goals were established for the individual bonus measures.

In accordance with our bonus plan,EMBP, Incentive Adjusted EBIT and Incentive Adjusted ROIC achievement used to determine bonus payout may differ from EBIT and Adjusted ROIC, as reported in our 20192022 Annual Report, dueReport. Beginning in fiscal year 2021, our Incentive Adjusted EBIT measure excluded certain performance-based compensation elements in order to the exclusionbe more reflective of certain one-time gains or losses. This is the case for 2019 where achievements reflect non-operating related adjustments not included in the financial plan.business performance. Incentive Adjusted EBIT and Incentive Adjusted ROIC are not measures of financial performance under GAAP and should be considered in addition to, and not a substitute for, return on assets, net earnings, total

assets or other GAAP financial measures prepared in accordance with GAAP.measures. See Appendix A for a reconciliation of GAAP and non-GAAPnon-GAAP financial measures.
Our Incentive Adjusted EBIT achievement fell below our target goal of $977 million, warranting a payout level of less than 100%. As shown in the table on the following page, the Incentive Adjusted EBIT achievement for the Chief Executive Officer and the President and Chief Brand Officer was 47%, and was 44% for the other Named Executive Officers. This result reflects adjustments that the Committee approved to: (1) remove the impact of charges related to the integration of Trunk Club and work surrounding the Company’s ownership structure and, (2) exclude the recovery during fiscal year 2019 of certain expenses that were excluded from incentive measures during fiscal year 2018. The Committee did not apply the second of the two adjustments above for the Chief Executive Officer and the President and Chief Brand Officer as they did not receive the benefit of the exclusion of those expenses from Incentive Adjusted EBIT for fiscal year 2018.


34 NORDSTROM, INC. - 2020 Proxy Statement


Our Incentive Adjusted ROIC for our Named Executive Officers was 11.2% for fiscal 2019, exceeding our threshold goal of 10.1%. This result reflects the adjustments the Committee approved as described on the previous page for Incentive Adjusted EBIT.
Achievement results on

2022 Bonus Measure Outcomes and Payouts

Our Incentive Adjusted EBIT achievement missed our threshold of $906 million and Incentive Adjusted ROIC missed the individualthreshold of 11.0%, resulting in a 0% bonus measures varied. Performance against the quantitative and qualitative goals, which were established at the beginning of the year, was evaluated by the Chief Executive Officer and the President and Chief Brand Officer and the payout results were approved by the Committee.

After reviewing the Company’s Credit EBIT Margin, total expense, free cash flow and inventory integrity results for the fiscal year, the Committee determined that Anne Bramman achieved 125% of her target performance with respect to the aggregate individual performance measures.
After reviewing the Company’s Full-Price sales, total sales, supply chain spend, market share growth, and scaled events results, as well as implementation of a supply chain strategy, the Committee determined that Kenneth Worzel achieved 100% of his target performance with respect to the aggregate individual performance measures.
After reviewing the Company’s technology expense, supply chain spend, and inventory integrity results, as well as implementation of a supply chain strategy, the Committee determined that Edmond Mesrobian achieved 125% of his target performance with respect to the aggregate individual performance measures.
payout. The performance-basedperformance-based annual cash bonus results for the EMBP are summarized in the following table.
2019 Bonus Measures, For the portion of the year prior to assuming the Interim Chief Financial Officer role, Michael Maher was eligible for the broad-based bonus plan, for which the measures were Net Sales and Incentive Adjusted EBIT, Milestones, Individual Measure Achievement and Total Bonus Payout
   Milestones 
Total Bonus Payout
(as a % of Target)

Named Executive OfficerBonus MeasuresWeight
Threshold (25%)
Target (100%)
Superior (250%)
Result /
Payout %

Erik B. Nordstrom and
Peter E. Nordstrom
Incentive Adjusted EBIT100%
$752M
$977M≥$1,202M
$817M/
47%*

47%
Subject to Incentive Adjusted ROIC threshold 10.1%  11.2%
Anne L. BrammanIncentive Adjusted EBIT67%
$752M
$977M≥$1,202M
$808M/
44%

71%
Subject to Incentive Adjusted ROIC threshold 10.1%  11.2%
Individual Measure33%   125%
Kenneth J. WorzelIncentive Adjusted EBIT67%
$752M
$977M≥$1,202M
$808M/
44%

62%
Subject to Incentive Adjusted ROIC threshold 10.1%  11.2%
Individual Measure33%   100%
Edmond MesrobianIncentive Adjusted EBIT67%
$752M
$977M≥$1,202M
$808M/
44%

71%
Subject to Incentive Adjusted ROIC threshold 10.1%  11.2%
Individual Measure33%   125%
*
The Incentive Adjusted EBIT achievement for the Chief Executive Officer and the President and Chief Brand Officer was greater than that for the other Named Executive Officers. As described on the previous page, the Committee did not approve the adjustment related to the recovery during fiscal year 2019 of certain expenses that were excluded from incentive measures during fiscal year 2018 since the Chief Executive Officer and the President and Chief Brand Officer did not benefit from the exclusion of the expenses in fiscal year 2018.
Long-Term Incentives
for which his payout was also 0%.

 

Milestones

 

Name

Bonus Measures

Threshold

Target

Superior

Actual  

All NEOs

Incentive Adjusted EBIT

$906M

$1,158M

$1,662M

$524M  

% of Payout

25%

100%

250%

0%  

Subject to Incentive Adjusted ROIC threshold

11.0%

7.7%  

LTIs

Annual grants of equityLTIs under our shareholder-approved equity incentive planshareholder-approved EIP are intended to provide the Named Executive OfficersNEOs with additional incentive to create shareholder value and receive financial rewards. The long-term incentive value that determines the size of the annual grant to Named Executive Officers is expressed as a percentage of base salary as shown on page 33. In establishing the long-term incentiveLTI annual grant value at grant for each Named Executive Officer,NEO, the CommitteeCPCC considers the mix of pay elements, market pay information for similar roles within our peer

group, our annual share usage and dilution, performance and internal equity of grant size by role. The CommitteeCPCC typically approves LTI annual grants of equity awards during the February CommitteeCPCC meeting, which is scheduled at least a year in advance. The February meeting occurs after performance results for the prior year are known, which allows the CommitteeCPCC to align compensation elements with our performance and business goals.


NORDSTROM, INC. - 2020 Proxy Statement 35



For fiscal year 2019, the grant for all of the Company’s Executive Officers, including the Named Executive Officers, was changed back from 100% restricted stock units for the 2018 grant to a mix of

In 2022, performance and service-based long-term incentives. The long-term incentive mix for 2019 is composed of performance-based equity (60% of the grant value) and stock options (40% of the grant value) for the Chief Executive Officer and the President and Chief Brand Officer and performance-based equity (60% of the grant value) and restricted stock units (40% of the grant value) for the other Named Executive Officers. This mix provides a balance of the key retention and performance objectives of the long-term incentive plan.

Performance-based-based equity was reintroduced into the LTI annual grant mix. The target annual grant mix for fiscal year 2019 to supportall NEOs, except Michael Maher, is 60% PSUs and 40% stock options.

2023 Proxy Statement

42

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

The PSUs will pay out based on the Company’s communicated forward-looking strategy. Performance share units have a three-year performance cycle, from February 3, 2019 through January 29, 2022, and will result in payout if certain criteria are met. The core measures for the performance share units in this performance cycle, equally weighted, are growth in free cash flowcumulative sales and EBIT margin percentage,% over a three-year performance period ending on February1, 2025. Goals for the PSUs are aligned with the Company’s market share serving as a payout modifier forforward-looking strategy communicated at the award. Each executive’s award provides for the results for two-thirds of the award to be judged over the full three years of the performance cycle, with the remaining one-third to be judged over the first year of the same period.February 2021 Investor Event. The CommitteeCPCC believes that the metrics for these awards appropriatelymeasures reflect the Company’s key areas of strategic focus over the next three yearsyears. The minimum percentage of PSUs that can be earned at the end of the three-year performance cycle is 75% and the structure of these awards appropriately balances the need for long-term performance against the necessity of focusing on shorter-term results in the context of current industry trends.

Restricted stock units granted as part of the annual equity grant vest in four equal installments and complement our objectives for balancing award value through both absolute and relative stock performance.
Stock options granted as part of the annual grant vest and become exercisable in four equal annual installments and have a 10-year term. Our equity plan does not permit repricing, grant prices below 100% of the fair market value of Common Stock on the date of grant or cash dividend payments on options.
One-Time Equity Awards
In February 2019, the Committee approved a one-time stock option award to key leadership to recognize the critical and important role that the executives will play in executing the Company’s communicated forward-looking strategy and delivering results to shareholders over the next few years. Anne Bramman, Kenneth Worzel and Edmond Mesrobian received this award, representing options to purchase 123,554, 159,425 and 86,687 shares, respectively. The stock option award was granted on March 5, 2019, the first business day of the open trading window following the Committee’s approval of the grant, with a grant price of $45.33, the closing price of Common Stock on the grant date. maximum is 150%.

The stock options will vest over four years, with 50% vesting at the end ofin year three and 50% in year four, to emphasize the long-term nature of the award.

Michael Maher’s 2022 LTI annual grant mix was composed of 75% RSUs with four-year equal vesting at the end ofand 25% stock options vesting 50% in year three and 50% in year four.

In August 2019,

The CPCC retains discretion to approve LTI annual grants above and below the Committee determinedtarget grant value as a percent of base salary in any given year to awardreflect an individual’s contributions to delivering shareholder value. The CPCC used its discretion to modify the 2022 LTI annual grant value as a percentage of base salary from 70% to 90% for Michael Maher to recognize his performance and expected future contributions.

One-Time Equity Awards

At the May 2022 meeting, the CPCC approved special RSU grants which were awarded on May 26, 2022 and vest 50% on June 10, 2024 and 50% on June 10, 2025 to Michael Maher, Alexis Depree and Edmond Mesrobian. To mitigate retention risk, Michael Maher was awarded a grant of $1,200,000. Due to the highly critical role that Supply Chain and Technology play in meeting our ambitions relative to our Closer to You strategy, Alexis DePree and Edmond Mesrobian a restricted stock unit grant to mitigate retention risk. The grantwere awarded grants of 38,520 restricted stock units was made$1,000,000 and $850,000, respectively. Edmond Mesrobian forfeited all unvested equity, including this award, upon his separation on August 26, 2019, the first day of the open trading window following Committee approval, and vests 33% after each of years one and two and 34% after year three.

2017 Performance Share Units Did Not Pay Out
Performance share units for the 2017 – 2019 fiscal year performance cycle were granted based on the vesting schedule below. At the end of the performance cycle, our TSR did not meet the minimum threshold of greater than the 40th percentile of the Standard & Poor’s 500, which is required for payout. As a result, none of these performance share units vested.
Required Percentile Rank for VestingPercentage of Units that will Vest
>85th175%
>75th150%
>65th125%
>55th100%
>40th50%
≤40th
One-Third of 2019 Performance Share Units Will Not Pay Out and Two-Thirds are Still in Process
As previously described, one-third of the performance share unit grant for 2019 has a one-year performance period and two-thirds of the performance share unit grant has a three-year performance period. The core measures for both performance periods are free cash flow growth and EBIT margin percent. At the end of the three-year performance period, market share results could adjust the number of shares that vest and are paid out up or down by up to 20%. At the end of the one-year performance period ended February 1, 2020, the thresholds for the core measures of free cash flow growth and EBIT margin percent, as shown below, were not achieved, so one-third of the performance share unit grant for fiscal year 2019 will not pay out.
Free Cash Flow Growth for Performance Cycle:
February 3, 2019 - February 1, 2020

Percentage of Units that will Vest
≥-16.4% (≥$537M)200%
-20.1% ($513M)100%
-23.8% ($490M)50%
<-23.8% (<$490M)0%

EBIT Margin % for
Performance Cycle:
February 3, 2019 - February 1, 2020

Percentage of Units that will Vest
≥6.4%200%
6.2%100%
6.0%50%
<6.0%0%


36 NORDSTROM, INC. - 2020 Proxy Statement


October 14, 2022.

Stock Ownership Guidelines Align Executives and Shareholders

Ownership

To align our executives’ interests with those of Common Stock by our Named Executive Officersshareholders and other Executive Officers is encouraged by management andto ensure that our executives own meaningful levels of Company stock throughout their tenures with the Board andCompany, our stock ownership guidelines were formally established in 2004. Ownership shares are made up of all forms of Common Stock, as well as vested performance share unitsPSUs that are deferred, PSUs with a minimum payout of more than zero and unvested restricted stock units.RSUs. Ownership shares do not include unvested or vested stock options, unvested performance share unitsPSUs with a minimum payout of zero or pledged shares.

The Named Executive OfficersNEOs and other Executive Officers have an annuala share target defined as base salary on each April 1st multiplied by their ownership multiple of base salary divided by a 52-week52-week average closing stock price. The ownership multiples of base salary depend on the executive’s role in the Company and are as shown in the following table for the Named Executive Officers.NEOs. The CommitteeCPCC has assigned these particular multiples to match or exceed market practice, and to represent a significant portion of the overall compensation package to reinforce the alignment of management’s decision-makingdecision-making with shareholder interests. Executives newwill be deemed to be in compliance with the Company have five years to achievestock ownership guidelines once their ownership target. In May 2019,holdings of Common Stock meet or exceed the Committee approved a change to our guidelines such that once the ownership target has been met, executivesthreshold, and will remain in compliance, as long as their shareholdings do not decline belowunless and until the number of shares acquired at the time the target was met. However, a new target will be determined at the time an executive receives a promotion



that results in an increased multiple of base salary or in the case of a one-time base salary increase greater than 20%. Executives would have five years to achieve the new target.
PositionMultiple of Base Salary Used to Establish Ownership Target
Chief Executive Officer10x
Chief Financial Officer4x
President and Chief Brand Officer10x
Chief Operating Officer4x
Chief Technology Officer3x
sells shares.

Under our guidelines, Named Executive OfficersNEOs and other Executive Officers are required to conduct any open market transactions in Common Stock only in accordance with an approved SEC Rule 10b5-110b5-1 trading plan. Theseplan or with pre-clearance from the Chief Legal Officer during an open trading window. Transactions pursuant to SEC Rule 10b5-1 trading plans predetermine the timing, number of shares and price at which an Executive Officer may buy or sell Company shares. The Executive Officers must also achieve and retain a minimum holding of 100% of their ownership targets before they may sell or otherwise dispose of Company shares in the market.

shares. Executive Officers have five years to achieve their target.

The CommitteeCPCC regularly reviews stock ownership status for the Named Executive Officers. AllNEOs. Each continuing NEO has met his or her respective stock ownership guideline.

Position

Multiple of Base Salary Used to Establish Ownership
Target

Chief Executive Officer

10x

Interim Chief Financial Officer and Chief Accounting Officer

1x

President & Chief Brand Officer

10x

Chief Customer Officer

4x

Chief Supply Chain Officer

3x

Former Chief Financial Officer

4x

Former Chief Technology & Information Officer

3x

43

2023 Proxy Statement

Table of the Named Executive Officers have exceeded their ownership targets.

Contents

COMPENSATION OF EXECUTIVE OFFICERS

Benefits

The Company offers the Named Executive OfficersNEOs a comprehensive program of broad-based,broad-based, leadership and retirement benefits. Their purpose varies by benefit, but in general they enhance total compensation with meaningful and competitive offerings that support healthy lifestyles and contribute to financial security. These benefits are regularly reviewed for consistency with our pay and benefits philosophy, organizational culture and market practices.

Additional information on 20192022 benefits is provided as noted below.

in the following table.

Benefit

Benefit

Where to Learn More

Broad-Based

Broad-
Based

●  

Company contribution to medical, dental and vision coverage; short- and long-termlong-term disability; life insurance; adoption assistance; and employee referral assistance. Employee access to accident insurance; health savings account and flexible spending accounts. Employee Stock Purchase Plan. Merchandiseaccounts; ESPP; and merchandise discount. Paid time off.off (or Self-Managed Time Away for executives)

●  

For merchandise discount, see All Other Compensation in Fiscal Year 2019,2022, footnote (a)(d) on page 43.50.

Leadership

Salary continuance; long-term

Long-term disability coverage; life insurance

For long-termlong-term disability and life insurance, see All Other Compensation in Fiscal Year 2019,2022, footnote (c)(b) on page 43.50.

 Deferred Compensation Plan;

NDCP, including Company match and discretionary profit-based match for eligible participants

See Nonqualified Deferred Compensation beginning on page 51.58.

 

Executive Severance Plan

See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2019,Year-End 2022, footnote (e) on page 57.64.

Retirement


401(k) match: Company matching contributions are made each pay period an employee contributes to the 401(k) Plan, equal to a dollar for dollar match up to 1% of eligible pay then $0.50 per dollar on the next 6% of eligible pay, up to a maximum of 4% of eligible pay and IRC limits

401(k) match and discretionary profit-based match

See All Other Compensation in Fiscal Year 2019,2022, footnote (b)(a) on page 43.50.

Retiree health care (closed to new entrants in 2013; Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are participants as they were eligible prior to the closure to new entrants)

See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2019,Year End 2022, footnote (d) on page 57.63.

Supplemental Executive Retirement Plan

SERP (annual benefit capped for current participants; closed to new entrants in 2012; Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are participants as they were eligible prior to the closure to new entrants)

See Pension Benefits beginning on page 50.56.



NORDSTROM, INC. - 2020 Proxy Statement 37



Changes for 2020

2023

Each year, the CommitteeCPCC reviews the design of our total compensation elements and makes changes as needed to improve alignment with our pay and benefits philosophy. At the February 2023 meeting, after considerationthe CPCC approved the following changes for fiscal year 2023:

Base Salary

The CPCC determined to increase Alexis DePree’s base salary from $650,000 to $725,000 effective March 26, 2023, to reflect an increase in scope and to maintain relative market competitiveness. The base salaries of recommendations made by the Committee’s compensation consultant, the Committeeall other NEOs remained unchanged.

Performance-Based Annual Cash Bonus

The CPCC determined that the target bonus opportunity as a percent of base salaries and bonus opportunitiessalary for the Named Executive Officers wouldNEOs will remain unchanged for fiscal year 2020.

At the Committee’s February meeting, the following changes were made to the long-term incentives 2023.

The 2023 bonus opportunity for fiscal year 2020:

the Committee used its discretion to increase the long-term incentive grant value, as a percentage of base salary, above the target long-term incentive grant values for certain Named Executive Officers for fiscal year 2020 to recognize their increased responsibilities and/or acknowledge their strong leadership in their functional areas. Anne Bramman,Michael Maher, Kenneth Worzel and Edmond Mesrobian each received an increase in their long-term incentive grant values as a percentage of their respective base salaries. Anne Bramman’s long-term incentive percent increased from her target of 200%Alexis DePree was modified to 250% to recognize her role in delivering expense savings well in excess of our expense targets. Kenneth Worzel’s long-term incentive percent increased from his target of 250% to 300% to recognize his
increased responsibilities in our newly established Chief Operating Officer role and his leadership as we have progressed our growing local market strategy. Edmond Mesrobian’s long-term incentive percent increased from his target of 150% to 200% to recognize his progress in building a strong team to deliver leading-edge systems capabilities; and
the Committee determined to change oneinclude individual operational metrics, weighted at 25% of the performance measures forbonus opportunity and subject to achieving the 2020 performance share unit grant from the average growth in Free Cash Flow over the three-year performance period to the average absolute Free Cash Flow over the three-year performance period.Incentive Adjusted EBIT threshold. The change was made to lessen the distortion and volatility that can arise basedplan maintains a focus on the timing of cash payments and receipts.
Subsequent to the Committee meeting, based on the uncertainty surrounding the impactIncentive Adjusted EBIT, weighted at 75% of the coronavirus (COVID-19) on business operationsbonus opportunity and subject to enhanceachievement of the Company’s liquidity:
Incentive Adjusted ROIC threshold.

The 2023 bonus opportunity for Erik Nordstrom and Peter Nordstrom have agreedwill remain based on 100% Incentive Adjusted EBIT subject to receive noachievement of the Incentive Adjusted ROIC threshold.

2023 Proxy Statement

44

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

LTIs

The target LTI grant as a percent of base salary of all NEOs remained unchanged, as did the equity mix and vesting schedules. The CPCC did not use its discretion to modify any NEO target LTI grants for at least2023.

Compensation Governance

Our Roles in Determining Compensation Are Well-Defined

Compensation, People and Culture Committee

Our CPCC oversees the next six months, beginning March 29, 2020;development and

delivery of our pay and benefits philosophy and compensation plans for the NEOs and other executives as described in the CPCC charter on our Investor Relations Website.

As part of that oversight, the CPCC ensures the NEOs’ aggregate compensation aligns with shareholder interests by reviewing analyses that include:

Cash alignment to evaluate the short-term incentive payouts relative to our financial performance.

Relative pay and performance to compare the percentile rankings of our CEO’s total direct compensation (base salary + performance-based bonus + LTIs) and our Company’s financial performance metrics within our peer group. The total direct compensation of our NEOs within our peer group is also considered.

CPCC Consultant

The CPCC has retained Semler Brossy. A consultant from the firm attends CPCC meetings and in support of the CPCC’s role, provides independent expertise on market practices, compensation program design and related subjects as described on page 16. Semler Brossy provides services only as directed by the CPCC. During fiscal year 2022, Semler Brossy’s services included a review of executive pay programs, a review of the compensation peer group and other pay-related matters specific to the CPCC’s charter.

Management

Our CEO and the President & Chief Brand Officer provide input to the CPCC on the level and design of compensation elements for the NEOs and other Executive Officers, excluding themselves. Our Chief Human Resources Officer attends CPCC meetings to provide perspective and expertise relevant to the agenda. Management supports the CPCC’s activity by providing analyses and recommendations developed internally, or occasionally with the assistance of external consulting firms other than the CPCC’s independent consultant.

Market Data Provides a Reference Point for Compensation

The CPCC believes that knowledge of market practices, particularly those of our peers listed on page 46, is helpful in assessing the design and targeted level of our executive compensation package. In reviewing peer group information, the CPCC uses survey data provided by external consultants, monitors general market movement for executive pay and references proxy statements for specific roles.

While the CPCC considers the 50th percentile (median) of our peer group as a reference, there is no specific percentage of target total direct compensation targeted by the CPCC other than to remain generally competitive with similarly situated peer companies. Target opportunities for individual pay elements vary by executive role based on scope of responsibilities and expected contributions.

Target total direct compensation for 2022 for Erik Nordstrom was below our peer group median, as it has been in previous years. Based on the CPCC’s review of relevant market data and internal pay equity, the CPCC believes the target total direct compensation for the other Named Executive Officers have agreed to reduce their base salaries by 25%, and all other executivesNEOs was within a competitive range of the Company peer group median. Actual pay for the NEOs can exceed our established targets or peer group actual pay through the variable compensation elements when pre-determined performance milestones established by the CPCC are achieved.

Peer Group Companies Represent Our Business

Each year, the CPCC reviews the appropriateness of our peer group for comparison on pay and related practices. Collectively, the peer group companies represent our primary business areas, including our Nordstrom, Nordstrom Rack, in-store and online businesses and private label products. The peer group companies generally meet the following selection criteria:

fall within the Consumer Discretionary sectors;

fall within a reasonable range of our size, defined as one-third to three times our revenue and one-fourth to four times our market capitalization;

share similar talent, operational and/or business characteristics, including a retail-focused business model;

have agreeda similar or related product focus and place a high value on customer experience;

are part of our industry group as defined by institutional shareholders and shareholder service organizations; and

are a public company subject to reduce their base salaries by 10% – 25%, depending on their roles, for at least the next six months, beginning March 29, 2020.similar market pressures.

45

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Our peer group used for evaluating compensation for fiscal year 2022 was comprised of the following retail companies:

American Eagle Outfitters, Inc. (AEO)

The Gap, Inc. (GPS)

Tapestry, Inc. (TPR)

Burlington Stores, Inc. (BURL)

Kohl’s Corporation (KSS)

The TJX Companies, Inc. (TJX)

Additional Information

Capri Holdings Limited (CPRI)

Macy’s, Inc. (M)

Ulta Beauty, Inc. (ULTA)

Dillard’s, Inc. (DDS)

Ralph Lauren Corporation (RL)

V.F. Corporation (VFC)

DICK’S Sporting Goods, Inc. (DKS)

Ross Stores, Inc. (ROST)

Victoria’s Secret & Co. (VSCO)

Foot Locker, Inc. (FL)

During 2022, as part of its annual review of peer companies to be used for compensation comparison purposes, the CPCC determined that Bed Bath & Beyond Inc., The Estée Lauder Companies Inc., Urban Outfitters, Inc. and Williams-Sonoma, Inc. should be removed based on the selection criteria. Additionally, the CPCC determined that American Eagle Outfitters, Inc., Burlington Stores, Inc., DICK’S Sporting Goods, Inc., Ulta Beauty, Inc. and Victoria’s Secret & Co. should be added based on meeting the selection criteria.

Compensation Risk Assessment Supports Integrity of theOur Pay Program

Practices

The CommitteeCPCC oversees an extensive review of the Company’s pay-for-performancepay-for-performance philosophy, the composition and balance of elements in the compensation package and the alignment of plans with shareholder interests to ensure these practices do not pose a material adverse risk to the organization. The review is conducted every other year as underlying programs and practices are generally consistent over time. The last review, for fiscal year 2018,2022, concluded with the following perspectives:

The goals of the Company’s compensation programs are to attract and retain the best talent and to motivate and reward our people in ways that are aligned with the long-termlong-term interests of our shareholders. This has been a long-standinglong-standing objective of our pay-for-performancepay-for-performance philosophy. We believe that the strong alignment of our employee compensation plans with performance has servedwell-served our stakeholders, and in particular, our shareholders well.in particular. The strength of this alignment is regularly reviewed and monitored by the Committee.

As a leading fashion retailer, the Company’s compensation-related risks are generally more straightforward than some other business sectors. CPCC.

We have systems in place to identify, monitor and control risks, making it difficult for a single individual or a group of individuals to expose the Company to material compensation risk.


Our compensation program rewards both short- and long-termlong-term performance. Performance measures are predominantly team-orientedteam-oriented rather than individually focused and tied to measurable factors that are both transparent to shareholders and drivers of their shareholder return.

The compensation program balances the importance of achieving critical short-termshort-term objectives with a focus on realizing long-termstrategic long-term priorities. Strong stock ownership guidelines are in place for Company leaders, and mechanisms, such as an executive clawback policy, exist to address inappropriate rewards.

The CommitteeCPCC is actively engaged in establishing compensation plans, monitoring these plans during the year and using discretion in making rewards, as necessary.

The Company has active and engaged oversight systems in place. The Audit and Finance CommitteeAFC and the full Board closely monitor and certify the performance that drives employee rewards through detailed and transparent financial reporting, which is in place to provide strong, timely insight into the performance of the Company.

Based on this review, the CommitteeCPCC believes that the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.



38 NORDSTROM, INC. - 2020 Proxy Statement


Executive Compensation Clawback Policy Applies to Performance-Based Pay

In February 2008, the Board adopted a formal executive compensation clawback policy that applies to any performance-basedperformance-based bonus, equity, equity equivalent or other incentive compensation awarded to an Executive Officer, beginning in that fiscal year. Under that policy, in the event of a material restatement of the Company’s financial results, the Board will review the circumstances that caused the restatement and consider

accountability to determine whether an Executive Officer was negligent or engaged in misconduct. If so, and if the amount or vesting of an award would have been less had the financial statements been correct, the Board will seek to recover compensation from the Executive Officer as it deems appropriate. This policy is in addition to any requirements which might be imposed pursuant to applicable law.

LTI Grants Are Effective On the First Day of the Open Trading Window

The CPCC approves annual equity-based awards at its annual February meeting, which is typically held approximately three weeks after fiscal year end. Annual grants are customarily effective on the first day of the Company’s next open trading window following CPCC approval. The CPCC may approve one-time equity-based grants to executives on other dates for reasons such as newly hired executives or for retention purposes. Such grants are generally effective on the first day of the Company’s next open trading window following approval by the CPCC.

2023 Proxy Statement

46

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Termination and Change in Control Provisions are Committee-Directed

CPCC-Directed

Under our Nordstrom, Inc. Executive Severance Plan, eligible Executive Officers, including certain Named Executive Officers,NEOs, are entitled to receive severance benefits upon involuntary termination of employment by the Company to assist in the transition from active employment. To be eligible to participate in the Plan upon involuntary termination, the Named Executive OfficerNEO must have signed a non-competitionnon-competition and non-solicitationnon-solicitation agreement. Prior to his appointment to Interim Chief Financial Officer and Chief Accounting Officer on December 5, 2022, Michael Maher was eligible, and remains eligible, for the Nordstrom, Inc. Executive Severance Plan, subject only to a non-solicitation agreement. Erik Nordstrom and Peter Nordstrom are not currently eligible for separation benefits under the Plan and Anne Bramman has elected not to participate in the Plan. Separation benefits are described in the Potential Payments Upon Termination or Change in Control section beginning on page 57.

59.

As described in the same section, the Named Executive OfficersNEOs are generally not entitled to any payment or accelerated benefit in connection with a change in control of the Company. However, the Named Executive OfficersNEOs are entitled to accelerated vesting of equity if they experience a qualifying termination (termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control, unlesscontrol. Notwithstanding, if the Committee actssuccessor corporation refuses to preventassume or substitute the award, then the CPCC shall provide for the cancellation of the vested portion of any such acceleration.

award in exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration.

Tax and Accounting Considerations Underlie the Compensation Elements

The CommitteeCPCC recognizes the tax and regulatory factors that can influence the structure of executive compensation programs, including:

Section 162(m) of the Internal Revenue Code (“IRC”),IRC, which generally disallows a tax deduction to public companies for annual compensation over $1 million paid to their Named Executive Officers. Prior“covered employees” which generally include NEOs. Certain performance-based compensation under arrangements in place as of November2, 2017 are not subject to the enactment of corporate tax reform in 2017 (the “Tax Act”), the IRC generally excluded from the calculation of the $1 million limitlimitation. Therefore, compensation that was based on the attainment of pre-established, objective performance goals established under a shareholder-approved plan. The exclusion for performance-based compensation was repealed by the Tax Act, effective for taxable years beginning after December 31, 2017, such that compensation paid to our Named Executive Officers in excess of $1 million is not deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Tax Act also expanded the category of covered officers for purposes

of the limitations of Section 162(m). Following passage of the Tax Act, the Committee anticipates that compensation paid to the Company’s Named Executive Officers in excess of $1 million will notour NEOs is generally expected to be deductiblenondeductible by the Company.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

FASB ASC 718, Stock Compensation (“ASC 718”), where stock options, performance share unitsPSUs and restricted stock unitsRSUs are accounted for based on their grant date fair value (see the notes to the financial statements contained within the Company’s 20192022 Annual Report). The CommitteeCPCC regularly considers the accounting implications of our equity-basedequity-based awards.

Section 409A of the IRC, the limitations of which primarily relate to the deferral and payment of benefits under the Nordstrom Deferred Compensation PlanNDCP and Supplemental Executive Retirement Plan.SERP. The CommitteeCPCC continues to consider the impact of Section 409A and in general, the evolving tax and regulatory landscape in which its compensation decisions are made.

47

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS



NORDSTROM, INC. - 2020 Proxy Statement 39



Compensation, People and Culture Committee Report
The Compensation, People and Culture Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. The Committee believes the Compensation Discussion and Analysis represents the intent and actions of the Committee with regard to executive compensation and has recommended to the Board that it be included in this Proxy Statement for filing with the SEC.
Compensation, People and Culture Committee
Tanya L. Domier, Chair
Glenda G. McNeal
Brad D. Smith
Gordon A. Smith


40 NORDSTROM, INC. - 2020 Proxy Statement


Summary Compensation Table

The following table summarizes the total compensation paid or accrued by the Company for services provided by the Named Executive OfficersNEOs for fiscal years ended February 1,January 28, 2023, January 29, 2022 and January 30, 2021. Neither Michael Maher nor Alexis DePree were NEOs in fiscal years 2021 and 2020, February 2, 2019 and February 3, 2018.

Name and Principal PositionFiscal Year
Salary
($)(a)

Bonus
($)(b)

Stock Awards
($)(c)

Option Awards
($)(d)

Non-Equity Incentive Plan Compensation
($)(e)

Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(f)

All Other Compensation
($)(g)

Total
($)

Erik B. Nordstrom2019756,393

1,592,836
1,061,897
708,591
2,700,516
52,070
6,872,303
Chief Executive Officer2018756,393

2,654,705

963,144

77,504
4,451,746
 2017771,142

1,760,169
616,272
1,431,290
988,659
50,395
5,617,927
Anne L. Bramman2019793,750

1,549,974
1,859,994
564,500

39,912
4,808,130
Chief Financial Officer2018768,889
150,000
3,562,483

645,066

38,716
5,165,154
2017504,173

749,965

430,384

316,516
2,001,038
Peter E. Nordstrom2019756,393

1,592,836
1,061,897
708,591
2,782,378
77,355
6,979,450
President and Chief Brand Officer2018756,393

2,654,705

963,144

59,386
4,433,628
2017771,142

1,760,169
616,272
1,431,290
1,030,787
40,774
5,650,434
Kenneth J. Worzel2019826,111

1,999,970
2,400,000
645,433
1,589,618
37,080
7,498,212
Chief Operating Officer2018786,875

3,562,483

835,167
754,441
45,813
5,984,779
2017762,500

749,703
262,497
574,620
725,676
32,380
3,107,376
Edmond Mesrobian2019743,542

2,087,450
1,304,995
420,971

10,225
4,567,183
Chief Technology Officer2018







2017







(a)
Salary
so no amounts are shown in these years.

Name and Principal
Position

Fiscal
Year

Salary
($)(a)

Bonus
($)(b)

Stock
Awards
($)(c)

Option
Awards
($)(d)

Non-Equity Incentive Plan
Compensation
($)(e)

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(f)

All Other
Compensation
($)(g)

Total
($)

Erik B. Nordstrom

2022

758,500

1,592,844

1,061,890

57,748

3,470,982

Chief Executive Officer

2021

758,700

3,699,999

1,941,761

44,686

6,445,146

 

2020

367,419

1,592,846

2,654,740

1,010,681

21,984

5,647,670

Michael W. Maher

2022

465,927

1,497,662

99,221

19,301

2,082,111

Interim Chief Financial
Officer and Chief
Accounting Officer

         

Peter E. Nordstrom

2022

758,500

1,592,844

1,061,890

64,534

3,477,768

President & Chief Brand
Officer

2021

758,700

3,699,999

1,941,761

56,475

6,456,935

2020

367,419

1,592,846

2,654,740

1,055,774

24,849

5,695,628

Kenneth J. Worzel

2022

895,000

1,342,500

894,992

32,053

3,164,545

Chief Customer Officer

2021

892,123

1,443,737

962,494

1,427,077

1,389,900

32,195

6,147,526

 

2020

764,597

2,624,977

2,374,996

864,312

18,367

6,647,249

Alexis DePree

2022

627,115

1,512,974

341,992

17,127

2,499,208

Chief Supply Chain Officer

         

Anne L. Bramman

2022

710,385

1,222,499

814,997

128,304

2,876,185

Former Chief Financial
Officer

2021

812,892

1,319,977

879,995

1,040,246

24,679

4,077,789

2020

699,231

1,999,988

1,824,997

14,411

4,538,627

Edmond Mesrobian

2022

578,365

1,569,965

479,998

1,741,026

4,369,354

Former Chief Technology & Information Officer

2021

827,123

1,394,971

929,995

815,262

12,158

3,979,509

2020

677,214

1,549,973

1,374,995

7,917

3,610,099

(a) Salary

The amounts shown represent base salary earned during the fiscal year. The numbers shown for all fiscal years vary somewhat from annual base salaries due to the fact that our fiscal year ends on the Saturday nearest to January 31st31st and salary increases are generally effective on or about April 1st of each year. Also, as a result of our 4-5-4 retail reporting calendar, fiscal year 2017 included an extra week (the “53rd week”). The 20192022 base salaries were $758,500 each for Erik Nordstrom and Peter Nordstrom. Anne Bramman’sNordstrom, and $895,000 for Kenneth Worzel. Michael Maher’s base salary increased from $775,000$441,000 to $800,000$456,435 on March 27, 2022 and from $456,435 to acknowledge performance$525,000 on November 27, 2022. Alexis DePree’s base salary increased from $570,000 to $595,000 on March 27, 2022 and maintain relative market competitiveness. Kenneth Worzel’sfrom $595,000 to $650,000 on June 5, 2022. Anne Bramman’s base salary increased from $815,000 to $845,000 on March 27, 2022. Edmond Mesrobian’s base salary increased from $800,000 to $875,000 in connection with his appointment as Chief Operating Officer. Edmond Mesrobian’s salary increased from $725,000 to $775,000 to recognize his increased responsibility over data science and product management. Edmond Mesrobian was not a Named Executive Officer in fiscal years 2017 or 2018, so no amounts are$825,000 on June 5, 2022. The 2022 base salaries shown for those years.

Anne Bramman and Edmond Mesrobian reflects a partial year of base salary as they left the Company on December 2, 2022 and October 14, 2022, respectively. Neither Michael Maher nor Alexis DePree were NEOs prior to fiscal year 2022. The 2022 base salaries are described on page 41.

Kenneth Worzel elected to defer 8% and $41,000, respectively,10% of theirhis base salariessalary earned during each of the calendar years 2019year 2022 and 2020calendar year 2023 into the Nordstrom Deferred Compensation Plan (NDCP).NDCP. Anne Bramman elected to defer 10% of her base salary earned during calendar year 2022 into the NDCP. Due to the timing of our fiscal year ends, $63,565$86,058 and $41,000$74,173 were attributed to fiscal year 20192022 deferrals for Kenneth Worzel and Anne Bramman, and Edmond Mesrobian, respectively, as reported in the Fiscal Year 20192022 Nonqualified Deferred Compensation Table on page 52.


Kenneth Worzel elected to defer $50,000 of his base salary earned during calendar year 2020 into the NDCP. He also elected to defer $50,000 of his annual performance-based cash award for fiscal year 2019, as described on page 42 in footnote (e), “Non-Equity Incentive Plan Compensation”, into the NDCP. Due to the timing of our fiscal year ends, $52,174 was attributed to fiscal year 2019 deferrals as reported in the Fiscal Year 2019 Nonqualified Deferred Compensation Table on page 52.
58.

Each of the Named Executive OfficersNEOs contributed a portion of their base salary earned during fiscal year 20192022 to the 401(k) Plan.

(b) Bonus

The amountamounts reported for fiscal year 2018 reflects a discretionary one-time cash payment, approved by2020 reflect the Compensation, Peoplereduced base salaries of the NEOs, as part of the Company’s response to business impacts from the COVID-19 pandemic. Base salaries were reduced from March 29, 2020 to October 3, 2020, as follows: Erik Nordstrom and Culture Committee in March 2018, toPeter Nordstrom received no base salary, while Kenneth Worzel, Anne Bramman in recognitionand Edmond Mesrobian received a 25% base salary reduction.

2023 Proxy Statement

48

Table of her service since joiningContents

COMPENSATION OF EXECUTIVE OFFICERS

(b) Bonus

This column refers to one-time payments not made under the Company in June 2017 as Chief Financial Officer.



NORDSTROM, INC. - 2020 Proxy Statement 41



NEOs.

(c) Stock Awards

The amounts reported reflect the grant date fair value of restricted stock unitsPSUs and performance share unitsRSUs granted during the fiscal year under the 2010 and 2019 Equity Incentive Plans.EIP. The amounts reported are not the value actually received.

The value the Named Executive OfficersNEOs will ultimately receive from their performance share units2022 PSUs will depend on whether the performance requirements are met and the market price of Common Stock at the end of the three year performance cycle. In fiscal year 2022, PSUs were granted to all NEOs, except for Michael Maher who was appointed Interim Chief Financial Officer and Chief Accounting Officer on December 5, 2022. The amounts reported were calculated in accordance with FASB Accounting Standards CodificationASC 718Stock Compensation (“ASC 718”) and reflect the probable outcome with respect to satisfactiongrant date fair value at target (100%). The minimum number of performance conditionsPSUs that can be earned at the dateend of grant. The payout could be as low as zero depending onthe three-year performance over the relevant period,cycle is 75% and the maximum is 150%. The grant date fair value of any payout will depend on stock pricefor the PSUs awarded to Erik Nordstrom, Peter Nordstrom, Kenneth Worzel, Alexis DePree, Anne Bramman and Edmond Mesrobian at the timemaximum payout of payout.150% is $2,389,266, $2,389,266, $2,013,750, $769,493, $1,833,749 and $1,079,973, respectively. See column (c) of the Grants of Plan-BasedPlan-Based Awards in Fiscal Year 20192022 table on page 4451 for the number of performance share unitsPSUs granted in fiscal year 2019.2022. No PSU amounts are reported for fiscal year 20182021 as the Company did not award performance share unitsPSUs during thatthe fiscal year.

The PSU amounts reported in fiscal year 2020 reflects grants of PSUs that were subsequently cancelled 6 months later as part of the Company’s response to COVID-19. The cancelled PSU grants to Erik Nordstrom and Peter Nordstrom each had a grant date fair value of $1,592,846. The cancelled PSU grants to Kenneth Worzel, Anne Bramman, and Edmond Mesrobian had a grant date fair value of $1,574,982, $1,199,989 and $929,983, respectively.

The value the Named Executive OfficersNEOs may receive from their restricted stock unitsRSUs will depend on whether the time-basedtime-based vesting requirement is met and the market price of Common Stock on the vesting date. In fiscal year 2022, RSUs were granted to Michael Maher, Alexis DePree and Edmond Mesrobian. The amounts reported were calculated in accordance with ASC 718. See column (d) of the Grants of Plan-BasedPlan-Based Awards in Fiscal Year 20192022 table beginning on page 4451 for the number of restricted stock unitsRSUs granted in fiscal year 2019.

2022.

(d) Option Awards

The amounts reported reflect the grant date fair value of stock options granted during the fiscal year under the 2010 Equity Incentive Plan.2019 EIP. This is not the value received. The Named Executive OfficersNEOs will only realize value from stock options if the market price of Common Stock is higher than the exercise price of the stock options at the time of exercise. The amounts reported were calculated in accordance with ASC 718. See column (e) of the Grants of Plan-BasedPlan-Based Awards in Fiscal Year 20192022 table beginning on page 4451 for the number of stock options granted in fiscal year 2019. No amounts are reported for fiscal year 2018 as the Company did not grant stock options during that fiscal year.

2022.

Assumptions used in the calculation of these amounts are included in the notes to the financial statements contained within the Company’s 20192022 Annual Report.

(e) Non-Equity Incentive Plan Compensation

The amounts reported reflect the annual performance-basedperformance-based cash awards under the Executive Management Bonus Plan,EMBP, as described beginning on page 33. The amounts of the cash awards for fiscal year 2019, approved by the Compensation, People and Culture Committee on February 26, 2020, were paid in March 2020.

Kenneth Worzel elected to defer $50,000 of his cash award for fiscal year 2019 into the NDCP. He also elected to defer $50,000 of his base salary earned during calendar year 2020 into the NDCP. Due to the timing of our fiscal year ends, $52,174 was attributed to fiscal year 2019 deferrals as reported in the Fiscal Year 2019 Nonqualified Deferred Compensation Table on page 52.
42.

(f) Change in Pension Value and Nonqualified Deferred Compensation Earnings

The amounts reported are the changesincreases in actuarial present value from each fiscal year-end 2018 to fiscal year-end 2019year end for each of the eligible Named Executive Officer’sNEO’s benefit under the Supplemental Executive Retirement Plan (“SERP”).SERP. The present value of the benefit is affected by current earnings, credited years of service, the executive’s age and time until normal retirement eligibility, the age of the executive’s spouse or life partner as the potential beneficiary, and economicactuarial assumptions (discount rate and mortality table used to determine the present value of the benefit).

, and the annual SERP benefit cap of $700,000.

The present value of Erik Nordstrom’s, and Peter Nordstrom’s benefits increasedand Kenneth Worzel’s benefit decreased from last2021 fiscal year end by $2,700,516$2,790,760, $2,848,930 and $2,782,378,$729,204 respectively. The increasesdecreases were primarily the result of a decreasean increase in the discount rate used to determine the present value of the benefit.benefits. The interest rate used is the same as the discount rate used for financial reporting purposes for the SERP which changed from 4.27%3.19% to 2.97%4.95%. The present value ofNegative values are not reported in the table, so no amounts are shown for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel’s benefit increased by $1,589,618, primarily due to the change in discount rate mentioned above along with increases for final average pay and service.Worzel. Amounts are not reported for Anne Bramman and Edmond Mesrobian becausethe other NEOs, as they are not eligible for the SERP was closedbenefit.

Since decreases in the actuarial present value of pension benefits are required to new entrants priorbe identified in a footnote rather than included in the Summary Compensation Table, the amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings and Total columns for fiscal year 2021 have been updated to when they joinedexclude the Company. Seenegative values of $692,013 and $1,364,580 attributed to the Pension Benefits section beginning on page 50 for more information aboutdecline in the SERP.

actuarial present value of the SERP benefits of Erik Nordstrom and Peter Nordstrom, respectively.

The amounts were calculated using the same discount rate and mortality table assumptions as those used in the Company’s financial statements to calculate the Company’s obligations under the SERP. Assumptions used in the calculation of these amounts are included in the notes to the financial statements contained within the Company’s 20192022 Annual Report.

Michael Maher, Kenneth Worzel, Anne Bramman Kenneth Worzel and Edmond Mesrobian had account balances in the Company’s nonqualified deferred compensation planNDCP in fiscal year 2019,2022, as shown on page 52.58. They did not receive above-market-rateabove-market-rate or preferential earnings on their deferred compensation, so no amounts for these types of earnings are included in the table.

49

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

(g) All Other Compensation

Each component of all other compensation paid to the Named Executive OfficersNEOs is shown in the table on the following page.



42 NORDSTROM, INC. - 2020 Proxy Statement


All Other Compensation in Fiscal Year 20192022

The following table below shows each component of “All Other Compensation” for fiscal year 2019,2022, reported in column (g) of the Summary Compensation Table on page 41,48, calculated at the aggregate incremental cost to the Company.

 Broad-Based Benefit Broad-Based Retirement Benefit   Other 
Name
Merchandise Discount
($)(a)

 
401(k) Plan Company Match
($)(b)

 
Premium on Insurance
($)(c)

 
Personal Use of Company Aircraft
($)(d)

Expenses in Connection with Relocation ($)(e)
Tax Reim-bursement in Connection with Relocation ($)(f)
Total
($)

Erik B. Nordstrom36,358
 13,664
 2,048
 


52,070
Anne L. Bramman24,110
 13,664
 2,138
 


39,912
Peter E. Nordstrom56,811
 13,664
 2,048
 4,832


77,355
Kenneth J. Worzel21,183
 13,664
 2,233
 


37,080
Edmond Mesrobian7,158
 
 2,025
 
795
247
10,225
(a)
Merchandise Discount
The

Name

401(k) Plan
Company Match
($)(a)

Premium on
Insurance
($)(b)

Severance
($)(c)

Other Benefits
($)(d)

Total
($)

Erik B. Nordstrom

5,859

2,321

49,568

57,748

Michael W. Maher

12,278

1,423

5,600

19,301

Peter E. Nordstrom

9,998

2,321

52,215

64,534

Kenneth J. Worzel

14,937

2,739

14,377

32,053

Alexis DePree

11,961

1,927

3,239

17,127

Anne L. Bramman

10,155

2,355

115,794

128,304

Edmond Mesrobian

6,096

1,868

1,650,000

83,062

1,741,026

(a) 401(k) Plan Company provides a merchandise discount for its employees. The Named Executive Officers were provided a discount of 33% for purchases at Nordstrom full-line stores and Nordstrom.com and 20% for purchases at Nordstrom Rack stores, Nordstromrack.com/HauteLook and our restaurants. A 40% discount is available at certain times of the year on specific merchandise. The merchandise discount provided to the Named Executive Officers is the same as for all other eligible management and high-performing non-management employees of the Company. The amounts reported are the total discount the Named Executive Officers received on their Nordstrom purchases during the fiscal year. The Company provides the same merchandise discount program for its Board of Directors, as described on page 17.

(b)
401(k) Plan Company Match
Match

The Company offers a matching contribution on employee 401(k) contributions under the 401(k) Plan to all eligible employees, including the Named Executive Officers.NEOs. The Named Executive OfficersNEOs and all other Company employees, may defer up to 16%50% of their eligible pay (i.e., base salary, performance-basedperformance-based bonus and other taxable wages) into the 401(k) Plan, subject to IRC limits.

Although

Company matching contributions are made each pay period an employee contributes to the matching contribution is discretionary and subject401(k) Plan, equal to change, for calendar year 2019, the Company matched employee contributions for the Plan year,a dollar for dollar match up to 1% of eligible pay then $0.50 per dollar on the next 6% of eligible pay, up to a maximum of 4% of eligible pay. The 2019 calendar year compensation limit for eligible pay was $280,000, as set by the IRS. In 2019, the maximum Company matching contribution for the eligible Named Executive Officers was $11,200 (4% of $280,000).

The Company also offers a discretionary match up to an additional 2% of eligible pay, based on Company performance. Based on the Company’s performance in 2019, the Board approved a discretionary match of $0.22 per dollar contributed by the employee, up to 4% of eligible pay. The maximum Company discretionary match for the eligible Named Executive Officers was $2,464 (22%
of 4% of $280,000) for the 2019 Plan Year.and IRC limits. The total Company matching contribution each of the eligible Named Executive OfficersNEOs received, as shown in March 2020,the table, reflects this matching formula for calendarfiscal year 2019, was $13,664 as reported above, with the exception of Edmond Mesrobian who was not eligible for the Company matching contributions based on his annual base salary and hire date.
2022.

Contributions under the 401(k) Plan may be directed to any of 12 custom target retirement date funds or to any of 9nine individual investment alternatives, including Common Stock. The Plan also offers a self-directedself-directed brokerage option.

(c)
Premium on Insurance

(b) Premium on Insurance

The Company provides life insurance to the Named Executive OfficersNEOs in an amount equal to approximately 1.252 times their base salary and additional disability insurance. The amounts reported are the annual Company-paidCompany-paid premiums.

(d)
Personal Use of Company Aircraft
The Company owns two aircraft which it uses for business purposes. On rare occasions, a Named Executive Officer may have a guest accompany the executive

(c) Severance

In connection with his separation on a business trip on the Company’s aircraft as an additional passenger. Only the direct variable costs (i.e., costs the Company incurs solely as a result of the passenger being on the aircraft) are included in determining the aggregate incremental cost to the Company. When travel does not meet the IRS standard for business travel, the cost of the travel is imputed as income to the executive, which is the Company’s practice to fully disclose. The Company does not reimburse the Named Executive Officers for taxes incurred as a result of the imputed income.

In fiscal year 2019, Peter Nordstrom was accompanied by a family member on one business trip. The costs reported are the total direct variable costs associated with the family member’s travel, which include the tax deduction the Company was not able to take as a result of the nondeductible portion of the aircraft operating costs.


NORDSTROM, INC. - 2020 Proxy Statement 43



(e) Expenses in Connection with Relocation
The Company provides relocation assistance to eligible employees who have changed their place of residence to accept a position with Nordstrom. The type and amount of assistance varies by management level.October 14, 2022, Edmond Mesrobian received a lump sum cash severance payment equal to 24 months of base salary, in accordance with the standard relocation benefitsterms for involuntary separation without cause under our guidelinesthe Nordstrom, Inc. Executive Severance Plan described on page 64.

(d) Other Benefits

The amounts reported include a remote work stipend and the total discount the NEOs received on their Nordstrom purchases during fiscal year 2022. Amounts reported for an executive at his level when he relocatedAnne Bramman and Edmond Mesrobian also include lump sum payments of accrued and unused Paid Time Off, which was paid out upon their separation on December 2, 2022 and October 14, 2022, respectively.

The remote work stipend provided to the Company’s headquarters in Seattle. The amount reportedNEOs was the same as for all other employees working remotely, and the merchandise discount provided to the NEOs is the cost incurred bysame as for all other eligible management and high-performing non-management employees of the Company, in fiscal year 2019 related to rental car expense.

(f) Tax Reimbursement in Connection with Relocation
The Company provides reimbursement of all taxes incurredand its Board, as described on taxable moving expenses to employees who have changed their place of residence to accept a position with Nordstrom. The amount reported is the tax reimbursement received by Edmond Mesrobian in fiscal year 2019.
page 19.

Grants of Plan-Based Awards in Fiscal Year 2019

2022

The following table discloses the potential range of payouts for:

non-equitydiscloses:

non-equity incentive plan awards granted in fiscal year 2019.2022 and the potential range of payouts. These awards are performance-basedperformance-based cash bonuses granted under the Executive Management Bonus Plan, as described beginning on page 33; and

equity incentive plan awards granted in fiscal year 2019. These awards are performance share units granted under the 2010 Equity Incentive Plan,EMBP, as described on page 36.
The table also discloses:
42;

the number and grant date fair value of performance share unitsPSUs granted under the 2010 Equity Incentive Plan2019 EIP in fiscal year 2019,2022 and the potential range of payouts, as described on page 36;

42;

the number, price and grant date fair value of stock options granted under the 2010 Equity Incentive Plan2019 EIP in fiscal year 2019,2022, as described on page 36;42; and

the number and grant date fair value of restricted stock unitsRSUs granted under the 2010 and 2019 Equity Incentive PlansEIP in fiscal year 2019,2022, as described on page 36.42.

2023 Proxy Statement

50

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

   
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(b)
 
Estimated Future Payouts Under Equity Incentive
Plan Awards
(c)
All Other
Stock
Awards:
Number of Shares
of Stock or Units (#)(d)
All Other
Option
Awards:
Number of Securities
Underlying Options
(#)(e)
Exercise
or Base Price of
Option Awards
($/Sh)(f)
Grant
Date Fair
Value of
Stock and Option Awards ($)(g)
Name and Award
Grant Date
(a)
Approval DateThreshold ($)
Target
($)

Maximum ($)
 Threshold (#)Target (#)Maximum (#)
Erik B. Nordstrom   
 
 
        
Executive
Management Bonus
  379,250
1,517,001
3,792,502
        
Performance Share Unit Award3/5/20192/26/2019    18,81437,62990,309   1,592,836
Stock Option Award3/5/20192/26/2019        73,06945.331,061,897
Anne L. Bramman   
 
 
        
Executive Management
Bonus
  200,000
800,000
2,000,000
        
Performance Share Unit Award3/5/20192/26/2019    10,98521,97052,728   929,990
Stock Option Award3/5/20192/26/2019        123,55445.331,859,994
Restricted Stock Unit
Award
3/5/20192/26/2019       14,961  619,984
              
              
              
              


44 NORDSTROM, INC. - 2020 Proxy Statement


   
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(b)
 
Estimated Future Payouts Under Equity Incentive
Plan Awards
(c)
All Other
Stock
Awards:
Number of Shares
of Stock or Units (#)(d)
All Other
Option
Awards:
Number of Securities
Underlying Options
(#)(e)
Exercise
or Base Price of
Option Awards
($/Sh)(f)
Grant
Date Fair
Value of
Stock and Option Awards ($)(g)
Name and Award
Grant Date
(a)
Approval DateThreshold ($)
Target
($)

Maximum ($)
 Threshold (#)Target (#)Maximum (#)
Peter E. Nordstrom             
Executive Management
Bonus
  379,250
1,517,001
3,792,502
        
Performance Share Unit Award3/5/20192/26/2019    18,81437,62990,309   1,592,836
Stock Option Award3/5/20192/26/2019        73,06945.331,061,897
Kenneth J. Worzel   
 
 
        
Executive Management
Bonus
  258,951
1,035,800
2,589,500
        
Performance Share Unit Award3/5/20192/26/2019    14,17428,34868,035   1,199,971
Stock Option Award3/5/20192/26/2019        159,42545.332,400,000
Restricted Stock Unit Award3/5/20192/26/2019       19,305  799,999
Edmond Mesrobian   
 
 
        
Executive Management Bonus  149,148
596,594
1,491,484
        
Performance Share Unit Award3/5/20192/26/2019    7,70715,41436,993   652,475
Stock Option Award3/5/20192/26/2019        86,68745.331,304,995
Restricted Stock Unit Award3/5/20192/26/2019       10,497  434,996
Restricted Stock Unit Award8/26/20198/19/2019       38,520  999,979
  



Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(b)

 



Estimated Future Payouts
Under Equity Incentive
Plan Awards
(c)

All Other
Stock
Awards:
Number of
Shares
of Stock
or Units
(#)(d)

All Other
Option
Awards:
Number of
Securities
Underlying Options
(#)(e)



Exercise
or Base
Price of
Option
Awards
($/Sh)(f)

Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(g)

Name and Award

Grant Date
(a)

Approval Date

Threshold
($)

Target
($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Erik B. Nordstrom

            

EMBP

  

379,250

1,517,001

3,792,502

       

PSU

3/3/2022

2/22/2022

   

52,902

70,536

105,804

   

1,592,844

Stock Option

3/3/2022

2/22/2022

       

102,506

25.68

1,061,890

Michael W. Maher

            

EMBP

  

57,054

228,218

570,544

       

Stock Option

3/3/2022

2/22/2022

       

9,578

25.68

99,221

RSU

3/3/2022

2/22/2022

      

12,842

  

297,674

RSU

5/26/2022

5/17/2022

      

54,177

  

1,199,988

Peter E. Nordstrom

            

EMBP

  

379,250

1,517,001

3,792,502

       

PSU

3/3/2022

2/22/2022

   

52,902

70,536

105,804

   

1,592,844

Stock Option

3/3/2022

2/22/2022

       

102,506

25.68

1,061,890

Kenneth J. Worzel

            

EMBP

  

279,688

1,118,750

2,796,875

       

PSU

3/3/2022

2/22/2022

   

44,587

59,450

89,175

   

1,342,500

Stock Option

3/3/2022

2/22/2022

       

86,395

25.68

894,992

Alexis
DePree

            

EMBP

  

119,000

476,000

1,190,000

       

PSU

3/3/2022

2/22/2022

   

17,037

22,717

34,075

   

512,995

Stock Option

3/3/2022

2/22/2022

       

33,013

25.68

341,992

RSU

5/26/2022

5/17/2022

      

45,147

  

999,979

Anne L. Bramman

            

EMBP

  

211,250

845,000

2,112,500

       

PSU

3/3/2022

2/22/2022

   

40,602

54,136

81,204

   

1,222,499

Stock Option

3/3/2022

2/22/2022

       

78,673

25.68

814,997

Edmond Mesrobian

            

EMBP

  

160,000

640,000

1,600,000

       

PSU

3/3/2022

2/22/2022

   

23,912

31,883

47,824

   

719,982

Stock Option

3/3/2022

2/22/2022

       

46,335

25.68

479,998

RSU

5/26/2022

5/17/2022

      

38,375

  

849,983

(a) Grant Date

The grant date is the first business day of the open trading window that falls on or after the Compensation, People and Culture Committee’sCPCC approval of the grant.

(b) Estimated Future Payouts Under Non-Equity Incentive Plan Awards

The amounts shown report

Although the range of possible cashcolumn heading refers to future payouts, for fiscal year 2019 associated with established levels of2022 performance-based bonuses resulted in no payout for all the NEOs in March 2023, as reported in the Summary Compensation Table on page 48 in column (e) “Non-Equity Incentive Plan Compensation.” For there to be any payout, minimum performance milestones or achievement undermust be met and NEOs must be an active employee on the Executive Management Bonus Plan.last day of the fiscal year, with the exception of retirement, death and disability in which case a prorated amount may be earned. The amounts shown in the “Threshold,”“Threshold”, “Target” and “Maximum” columns reflect the payout opportunity associated with established levels of performance or achievement, based on pay and bonus targets as of March 27, 2022, as discussed beginning on page 33. For there to be any payout, minimum performance milestones or achievement must be met.42.

51

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Although the column heading refers to future payouts, fiscal year 2019 performance-based bonuses have already been earned and were paid to the Named Executive Officers in March 2020. These cash payments are reported in the Summary Compensation Table on page 41, in column (e), “Non-Equity Incentive Plan Compensation.”

(c) Estimated Future Payouts Under Equity Incentive Plan Awards

The numbers shown report the range of potential performance share unit payout for the 2019 grant. One-third of the performance share units are earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 performance share units vest when the results have been certified by the Compensation, People and Culture Committeepayouts at the end of the three-yearthree-year performance cycle January 29, 2022. Forfor the performance cycle that ended on February 1, 2020,



NORDSTROM, INC. - 2020 Proxy Statement 45



Erik Nordstrom, Peter Nordstrom, Kenneth Worzel, Alexis DePree, Anne Bramman and Edmond Mesrobian under the performance payout threshold was not achieved, so one- third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle.2019 EIP. Payouts are shown in units of 50%75%, 100% and 240%150% of the number of performance share unitsPSUs granted. If the threshold level of performance is not met, no payout will be earned.
The PSU grants to Anne Bramman and Edmond Mesrobian were forfeited upon their separation on December 2, 2022 and October 14, 2022, respectively.

(d) All Other Stock Awards: Number of Shares of Stock or Units

The numbers shown report the number of restricted stock unitsRSUs granted to the Named Executive OfficersMichael Maher, Alexis DePree and Edmond Mesrobian in fiscal year 20192022 under the 2010 and the 2019 Equity Incentive Plans. Restricted stock units wereEIP. The RSUs granted on March 5, 20193, 2022 to Anne Bramman, Kenneth Worzel and Edmond Mesrobian whichMichael Maher vest equally over four years, beginning on March 10, 2020.2023. The restricted stock unit grantRSUs granted to Michael Maher, Alexis DePree and Edmond Mesrobian on AugustMay 26, 2019 of 38,520 units2022 vest 50% on June 10, 2024 and 50% on June 10, 2025. The RSUs granted to Edmond Mesrobian vests 33% after each of years one and two and 34% after year three, beginningwere forfeited upon his separation on September 10, 2020. This one-time restricted stock unit grant is discussed in the Compensation Discussion and Analysis on page 36.

October 14, 2022.

(e) All Other Option Awards: Number of Securities Underlying Options

The numbers shown report the number of stock options granted to the Named Executive OfficersNEOs in fiscal year 20192022 under the 2010 Equity Incentive Plan. The stock option grants to Erik Nordstrom and Peter Nordstrom made2019 EIP. Stock options were granted on March 5, 2019 as part of the annual grant vest3, 2022 and become exercisable in four equal annual installments, beginning on March 10, 2020.2025 and March 10, 2026. The one-time stock option grants to Anne Bramman Kenneth Worzel and Edmond Mesrobian madewere forfeited upon their separations on March 5, 2019 vest and become exercisable 50% on March 10,December 2, 2022 and 50% on March 10, 2023. This one-time stock option award is discussed in the Compensation Discussion and Analysis on page 36.

October 14, 2022, respectively.

(f) Exercise or Base Price of OptionsOption Awards

The exercise price of the stock options granted in fiscal year 2019on March 3, 2022 of $45.33$25.68 was the closing price of Common Stock on the grant date, March 5, 2019.

date.

(g) Grant Date Fair Value of Stock and Option Awards

The grant date fair value of the performance share units, restricted stock unitsPSUs, RSUs and stock options was calculated in accordance with ASC 718.

The reported value for performance share unitsPSUs granted to Erik Nordstrom, Peter Nordstrom, Kenneth Worzel, Alexis DePree, Anne Bramman and Edmond Mesrobian was calculated by multiplying the number of performance share unitsPSUs granted by the fair value of a performance share unitPSU on the date of grant, which was $42.33$22.58 on March 5, 2019.3, 2022. This is not the value received. The actual value the Named Executive Officersthey may receive will depend on whether the performance requirements are metat the end of the three-year performance cycle and the market price of Common Stock at the end of the performance cycle.

vest. The PSU grants to Anne Bramman and Edmond Mesrobian were forfeited upon their separations on December 2, 2022 and October 14, 2022, respectively.

The reported value for restricted stock unitsRSUs was calculated by multiplying the number of restricted stock unitsRSUs awarded by the fair value of a restricted stock unitan RSU on the date of grant. The fair value forof the RSU grant on March 5, 20193, 2022 to Michael Maher was $41.44.$23.18. The fair value of the grantRSU grants on May 26, 2022 to Michael Maher, Alexis DePree and Edmond Mesrobian on August 26, 2019 was $25.96. This is not the value received.$22.15. The actual value the Named Executive Officersthey may receive will depend on whether the time-basedtime-based vesting requirement is met and the market price of Common Stock at the time of any vesting.

The RSUs granted to Edmond Mesrobian were forfeited upon his separation on October 14, 2022.

The reported value of stock options was calculated by multiplying the number of options awarded by the fair value of an option on the date of grant. The fair value for the grantstock option grants on March 5, 2019 to Erik Nordstrom and Peter Nordstrom3, 2022 was $14.53. The fair value for the grant on March 5, 2019 to Anne Bramman, Kenneth Worzel and Edmond Mesrobian has a different vesting schedule and a grant date fair value of $15.05.$10.36. The actual value received by the Named Executive OfficersNEOs may receive will be the number of options exercised multiplied by the difference between the stock price at the future exercise date and the March 5, 2019grant price. The grant price on March 3, 2022 was $25.68. The stock option grants to Anne Bramman and Edmond Mesrobian were forfeited upon their separations on December 2, 2022 and October 14, 2022, respectively.

2023 Proxy Statement

52

Table of $45.33.Contents

COMPENSATION OF EXECUTIVE OFFICERS



46 NORDSTROM, INC. - 2020 Proxy Statement


Outstanding Equity Awards at Fiscal Year-End 2019

Year End 2022

The following table provides information on the current holdings of stock options and stock awards by the Named Executive OfficersNEOs as of the fiscal year ended February 1, 2020.January 28, 2023. The table includes vested but unexercised stock options, unvested stock options, unvested restricted stock unitsRSUs and performance share units with

time remaining in the three-year performance cycle. unvested PSUs. The vestingvesting schedules for outstanding stock options and restricted stock unitsRSUs are provided on pages 48 and 49.page 55, respectively. Information about the amount of Common Stock beneficially owned by the Named Executive OfficersNEOs is provided in the Beneficial Ownership Table on page 68.
 Option Awards Stock Awards
    
Equity Incentive Plan Awards:
Number of Securities Underlying Unexer-
cised Unearned Options
(#)
   
Number of Shares or Units of Stock That Have Not Vested
(#)(b)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(c)
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(d)
  
Number of Securities
Underlying
Unexercised Options
(#)
Option Exercise Price
($)

Option Expiration Date 
NameGrant Date
Exer-
cisable

Unexer-
cisable (a)

 
Erik B. Nordstrom2/25/201169,637

 42.48
2/25/2021     
2/22/201268,244

 49.15
2/22/2022     
 3/4/201399,563

 50.26
3/4/2023     
 3/3/201460,747

 57.16
3/3/2024     
 2/24/201545,996

 75.23
2/24/2025     
 2/29/201661,605
20,536
 51.32
2/28/2026     
 2/29/2016   
     3,174116,994  
 6/7/201610,838

 40.50
6/7/2026     
 2/28/201719,326
19,327
 46.66
2/28/2027     
 2/28/2017   
     13,816509,258  
 3/6/2018   
     39,1581,443,364  
 3/5/2019
73,069
 45.33
3/5/2029     
 3/5/2019        12,543462,335
Anne L. Bramman8/21/2017      6,117225,473  
3/6/2018      34,4741,270,712  
 3/6/2018      20,110741,255  
 3/5/2019
123,554
 45.33
3/5/2029     
 3/5/2019        7,323269,926
 3/5/2019      14,961551,462  
Peter E. Nordstrom2/25/201169,637

 42.48
2/25/2021     
2/22/201268,244

 49.15
2/22/2022     
 3/4/201399,563

 50.26
3/4/2023     
 3/3/201460,747

 57.16
3/3/2024     
 2/24/201545,996

 75.23
2/24/2025     
 2/29/201661,605
20,536
 51.32
2/28/2026     
 2/29/2016      3,169116,809  
 6/7/201610,838

 40.50
6/7/2026     
 2/28/201719,326
19,327
 46.66
2/28/2027     
 2/28/2017      13,794508,447  
 3/6/2018      39,1581,443,364  
 3/5/2019
73,069
 45.33
3/5/2029     
 3/5/2019        12,543462,335
            
            


NORDSTROM, INC. - 2020 Proxy Statement 47



 Option Awards Stock Awards
    
Equity Incentive Plan Awards:
Number of Securities Underlying Unexer-
cised Unearned Options
(#)
   
Number of Shares or Units of Stock That Have Not Vested
(#)(b)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(c)
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(d)
  
Number of Securities
Underlying
Unexercised Options
(#)
Option Exercise Price
($)

Option Expiration Date 
NameGrant Date
Exer-
cisable

Unexer-
cisable (a)

 
Kenneth J. Worzel3/4/201340,536

 50.26
3/4/2023     
3/3/201426,141

 57.16
3/3/2024     
 2/24/201520,585

 75.23
2/24/2025     
 2/29/201628,542
9,515
 51.32
2/28/2026     
 2/29/2016      1,52856,322  
 6/7/201623,433

 40.50
6/7/2026     
 2/28/20178,232
8,232
 46.66
2/28/2027     
 2/28/2017      6,113225,325  
 3/6/2018      34,4741,270,712  
 3/6/2018      20,110741,255  
 3/5/2019
159,425
 45.33
3/5/2029     
 3/5/2019        9,449348,290
 3/5/2019      19,305711,582  
Edmond Mesrobian8/27/2018      28,5781,053,385  
3/5/2019
86,687
 45.33
3/5/2029     
 3/5/2019        5,138189,387
 3/5/2019      10,497386,919  
 8/26/2019      38,5201,419,847  
. Anne Bramman and Edmond Mesrobian forfeited all unvested equity upon their separation on December 2, 2022 and on October 14, 2022, respectively.

 

Option Awards

 

Stock Awards

Name

 

Grant
Date

 





Number of
Securities
Underlying
Unexercised
Options
(#)

 

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexer-
cised
Unearned
Options
(#)

 

Option
Exercise
Price
($)

 

Option
Expiration
Date

 

Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)(b)

 

Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)

 

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(c)

 

Equity  
Incentive  
Plan  
Awards:  
Market or  
Payout  
Value of  
Unearned  
Shares,  
Units or  
Other Rights  
That Have  
Not Vested  
($)(d)  

Exer-
cisable

 

Unexer-
cisable
(a)

 

Erik B.

 

3/4/2013

 

99,563

 

 

 

50.26

 

3/4/2023

 

 

 

 

—  

Nordstrom

 

3/3/2014

 

60,747

 

 

 

57.16

 

3/3/2024

 

 

 

 

—  

  

2/24/2015

 

45,996

 

 

 

75.23

 

2/24/2025

 

 

 

 

—  

  

2/29/2016

 

82,141

 

 

 

51.32

 

2/28/2026

 

 

 

 

—  

  

6/7/2016

 

10,838

 

 

 

40.50

 

6/7/2026

 

 

 

 

—  

  

2/28/2017

 

38,653

 

 

 

46.66

 

2/28/2027

 

 

 

 

—  

  

3/5/2019

 

54,801

 

18,268

 

 

45.33

 

3/5/2029

 

 

 

 

—  

  

3/9/2020

 

73,703

 

73,704

 

 

26.79

 

3/9/2030

 

 

 

 

—  

  

8/27/2020

 

245,829

 

 

 

14.79

 

8/27/2030

 

 

 

 

—  

  

3/4/2021

 

 

297,619

 

 

35.52

 

3/4/2031

 

 

 

 

—  

  

3/3/2022

 

 

102,506

 

 

25.68

 

3/3/2032

 

 

 

 

—  

 

 

3/3/2022

 

 

 

 

 

 

 

 

52,449

 

966,111  

Michael W.

 

3/4/2013

 

3,250

 

 

 

50.26

 

3/4/2023

 

 

 

 

—  

Maher

 

3/3/2014

 

2,270

 

 

 

57.16

 

3/3/2024

 

 

 

 

—  

  

2/24/2015

 

2,360

 

 

 

75.23

 

2/24/2025

 

 

 

 

—  

  

2/29/2016

 

3,615

 

 

 

51.32

 

2/28/2026

 

 

 

 

—  

  

3/5/2019

 

 

 

 

 

 

1,426

 

26,267

 

 

—  

  

3/9/2020

 

 

 

 

 

 

4,775

 

87,956

 

 

—  

  

6/1/2020

 

59,136

 

 

 

16.59

 

6/1/2030

 

 

 

 

—  

  

8/27/2020

 

 

 

 

 

 

2,799

 

51,558

 

 

—  

  

3/4/2021

 

 

6,766

 

 

35.52

 

3/4/2031

 

 

 

 

—  

  

3/4/2021

 

 

 

 

 

 

6,453

 

118,864

 

 

—  

  

3/3/2022

 

 

9,578

 

 

25.68

 

3/3/2032

 

 

 

 

—  

  

3/3/2022

 

 

 

 

 

 

12,842

 

236,550

 

 

—  

 

 

5/26/2022

 

 

 

 

 

 

54,177

 

997,940

 

 

—  

53

(a)Number of Securities Underlying Unexercised Options: Unexercisable

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

 

Option Awards

 

Stock Awards

Name

 

Grant
Date

 





Number of
Securities
Underlying
Unexercised
Options
(#)

 

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexer-
cised
Unearned
Options
(#)

 

Option
Exercise
Price
($)

 

Option
Expiration
Date

 

Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)(b)

 

Market
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)

 

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(c)

 

Equity  
Incentive  
Plan  
Awards:  
Market or  
Payout  
Value of  
Unearned  
Shares,  
Units or  
Other Rights  
That Have  
Not Vested  
($)(d)  

Exer-
cisable

 

Unexer-
cisable
(a)

 

Peter E.

 

3/4/2013

 

99,563

 

 

 

50.26

 

3/4/2023

 

 

 

 

—  

Nordstrom

 

3/3/2014

 

60,747

 

 

 

57.16

 

3/3/2024

 

 

 

 

—  

  

2/24/2015

 

45,996

 

 

 

75.23

 

2/24/2025

 

 

 

 

—  

  

2/29/2016

 

82,141

 

 

 

51.32

 

2/28/2026

 

 

 

 

—  

  

6/7/2016

 

10,838

 

 

 

40.50

 

6/7/2026

 

 

 

 

—  

  

2/28/2017

 

38,653

 

 

 

46.66

 

2/28/2027

 

 

 

 

—  

  

3/5/2019

 

54,801

 

18,268

 

 

45.33

 

3/5/2029

 

 

 

 

—  

  

3/9/2020

 

73,703

 

73,704

 

 

26.79

 

3/9/2030

 

 

 

 

—  

  

8/27/2020

 

245,829

 

 

 

14.79

 

8/27/2030

 

 

 

 

—  

  

3/4/2021

 

 

297,619

 

 

35.52

 

3/4/2031

 

 

 

 

—  

  

3/3/2022

 

 

102,506

 

 

25.68

 

3/3/2032

 

 

 

 

—  

 

 

3/3/2022

 

 

 

 

 

 

 

 

52,449

 

966,111  

Kenneth J.

 

3/4/2013

 

40,536

 

 

 

50.26

 

3/4/2023

 

 

 

 

—  

Worzel

 

3/3/2014

 

26,141

 

 

 

57.16

 

3/3/2024

 

 

 

 

—  

  

2/24/2015

 

20,585

 

 

 

75.23

 

2/24/2025

 

 

 

 

—  

  

2/29/2016

 

38,057

 

 

 

51.32

 

2/28/2026

 

 

 

 

—  

  

6/7/2016

 

23,433

 

 

 

40.50

 

6/7/2026

 

 

 

 

—  

  

2/28/2017

 

16,464

 

 

 

46.66

 

2/28/2027

 

 

 

 

—  

  

3/5/2019

 

79,712

 

79,713

 

 

45.33

 

3/5/2029

 

 

 

 

—  

  

3/5/2019

 

 

 

 

 

 

4,646

 

85,579

 

 

—  

  

3/9/2020

 

 

 

 

 

 

21,889

 

403,195

 

 

—  

  

8/27/2020

 

366,540

 

 

 

14.79

 

8/27/2030

 

 

 

 

—  

  

3/4/2021

 

 

68,915

 

 

35.52

 

3/4/2031

 

 

 

 

—  

  

3/4/2021

 

 

 

 

 

 

31,636

 

582,735

 

 

—  

  

3/3/2022

 

 

86,395

 

 

25.68

 

3/3/2032

 

 

 

 

—  

 

 

3/3/2022

 

 

 

 

 

 

 

 

44,205

 

814,256  

Alexis

 

3/9/2020

 

 

 

 

 

 

10,719

 

197,444

 

 

—  

DePree

 

3/9/2020

 

 

 

 

 

 

27,953

 

514,894

 

 

—  

  

6/1/2020

 

58,080

 

 

 

16.59

 

6/1/2030

 

 

 

 

—  

  

3/4/2021

 

 

32,649

 

 

35.52

 

3/4/2031

 

 

 

 

—  

  

3/4/2021

 

 

 

 

 

 

15,569

 

286,781

 

 

—  

  

3/3/2022

 

 

33,013

 

 

25.68

 

3/3/2032

 

 

 

 

—  

  

3/3/2022

 

 

 

 

 

 

 

 

17,037

 

313,822  

 

 

5/26/2022

 

 

 

 

 

 

45,147

 

831,608

 

 

—  

Anne L.

                    

Bramman

 

3/5/2019

 

61,777

 

 

 

45.33

 

3/5/2029

 

 

 

 

—  

2023 Proxy Statement

54

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

(a) Number of Securities Underlying Unexercised Options: Unexercisable

The following table shows the grant date, vesting schedule and expiration date for all unvested stock options as of the fiscal year ended February 1, 2020.January 28, 2023. On March 5, 2019, Erik Nordstrom and Peter Nordstrom received a stock option grant with a four-yearfour-year vesting schedule of 25% per year. On March 5, 2019, Anne Bramman, Kenneth Worzel and Edmond MesrobianAnne Bramman also received a stock option grant with a four-yearfour-year vesting schedule of 50% after years threeon March 10, 2022 and four.

50% on March 10, 2023. Anne Bramman forfeited the unvested portion of her award upon her separation on December 2, 2022, and had 61,777 exercisable stock options as of the end of fiscal year 2022. On March 4, 2021, Erik Nordstrom and Peter Nordstrom each received a stock option grant that vests 50% on March 10, 2024 and 50% on March 10, 2025 subject to the condition that the average daily closing price of our Common Stock meets or exceeds $45 per share for any twenty consecutive trading day period prior to March 10, 2025. On March 4, 2021, Michael Maher, Kenneth Worzel and Alexis DePree also received a stock option grant that vests 50% on March 10, 2024 and 50% on March 10, 2025, and is not subject to a price condition for vesting.

Grant Date

Vesting Schedule

Expiration Date  

3/5/2019

Grant DateVesting ScheduleExpiration Date
2/29/2016

25% per year with a remaining vesting date of 3/10/20202023

2/28/2026

3/5/2029  

2/28/2017

3/5/2019

50% on 3/10/2022 and 50% on 3/10/2023 with a remaining vesting date of 3/10/2023

3/5/2029*  

3/9/2020

25% per year with remaining vesting dates of 3/10/20202023 and 3/10/20212024

2/28/2027

3/9/2030  

3/5/20194/2021

25% per year with vesting dates of 3/10/2020, 3/10/2021, 3/10/2022 and 3/10/20233/5/2029
3/5/2019

50% on 3/10/20222024 and 50% on 3/10/20232025

3/5/2029

3/4/2031  

(b)

3/3/2022

Number of Shares or Units of Stock That Have Not Vested

50% on 3/10/2025 and 50% on 3/10/2026

3/3/2032  

*The expiration date for Anne Bramman’s grant is March 12, 2023, 100 days after her separation.

(b) Number of Shares or Units of Stock That Have Not Vested

The following table shows the grant date and vesting schedule for all unvested restricted stock unitsRSUs as of the fiscal year ended February 1, 2020. The restricted stock unit grants haveJanuary 28, 2023. On March 9, 2020, Michael Maher, Kenneth Worzel and Alexis DePree received a four-yearRSU grant with a four-year vesting schedule of 25% per yearyear. On March 9, 2020, Alexis DePree received an additional RSU grant with the following exceptions: Anne Bramman’s granta three-year vesting schedule of 18,350 units on August 21, 2017 vests 33% after each ofin years one and two and 34% after year three; and Edmond Mesrobian’s grant of 38,520 units on August 26, 2019 vests 33% after each of years one and two and 34% after year three.



48 NORDSTROM, INC. - 2020 Proxy Statement


in the final year.

Grant Date

Vesting Schedule

3/5/2019

Grant DateVesting Schedule
2/29/2016

25% per year with a remaining vesting date of 3/10/20202023

2/28/2017

3/9/2020

25% per year with remaining vesting dates of 3/10/20202023 and 3/10/20212024

8/21/2017

3/9/2020

33% in years one and two and 34% in the final year with a remaining vesting date of 9/3/10/20202023

3/6/2018

8/27/2020

25% on 3/10/2021, 3/10/2022, 3/10/2023 and 3/10/2024, with remaining vesting dates of 3/10/2023 and 3/10/2024

3/4/2021

25% per year with remaining vesting dates of 3/10/2020,2023, 3/10/20212024 and 3/10/20222025

8/27/2018

3/3/2022

25% per year with remaining vesting dates of 9/3/10/2020, 9/2023, 3/10/20212024, 3/10/2025 and 9/3/10/20222026

3/

5/201926/2022

25% per year with vesting dates of 3/

50% on 6/10/2020, 3/10/2021, 3/10/2022,2024 and 3/50% on 6/10/2023

8/26/201933% per year with vesting dates of 9/10/2020 and 9/10/2021 and 34% in the final year with a vesting date of 9/10/20222025

(c)Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested

(c) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

The numbers reported are therelate to outstanding performance share unitsPSUs granted in fiscal year 2019. One-third of2022 that have time remaining in their three-year performance cycle, as discussed on page 42. If the performance share units are earnedcycle had ended on the last day of fiscal year 2022, the one-yearminimum percentage of 75% of PSUs outstanding would have been earned, which is reflected in the table.

(d) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

The amounts reported relate to outstanding PSUs granted in fiscal year 2022 that have time remaining in their three-year performance cycle, February 1, 2020, ifas discussed on page 42. If the performance criteria have been met, and two-thirds of the units are earnedcycle had ended on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 performance share units vest when the results have been certified by the Compensation, People and Culture Committee at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one- third of the grant will not pay out. The remaining two-thirds of this

grant has time remaining in its three-year performance cycle. If the performance cycle for the remaining two-thirds of the grant had ended as of the close of fiscal year 2019,2022 and the performance payout threshold would not have been achieved and 0%PSUs vested, the minimum percentage of the number75% of performance share unitsPSUs outstanding would have been earned.

As required to be disclosed by SEC rules, the number of estimated shares reported for the remaining two-thirds of this grant is based on achieving the next higher performance measure, which pays outearned at 50% of the number of units outstanding, as shown in the performance share unit vesting schedule on page 36.
(d)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
The amounts reported relate to the outstanding performance share units granted in fiscal year 2019. One-third of the performance share units are earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 performance share units vest when the results have been certified by the Compensation, People and Culture Committee at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one- third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle.
If the performance cycle for the remaining two-thirds of the grant had ended as of the close of fiscal year 2019, the performance payout threshold would not have been achieved and 0% of the number of performance share units outstanding would have been earned.
As required to be disclosed by SEC rules, the payout values for the remaining two-thirds of this grant are reported and are based on achieving the next higher performance measure, which pays out at 50% of the number of units outstanding. The value of estimated payouts has been calculated using$18.42, the closing price of Common Stock on January 31, 2020,27, 2023, the last market trading day of the fiscal year,year.

55

2023 Proxy Statement

Table of $36.86. The payout does not include estimated dividend amounts as the Company does not pay dividends on unvested performance share units.Contents

COMPENSATION OF EXECUTIVE OFFICERS



NORDSTROM, INC. - 2020 Proxy Statement 49



Option Exercises and Stock Vested in Fiscal Year 2019

2022

The following table provides information for the Named Executive Officers on:

NEOs on the number of shares of Common Stock acquired and value realized from stock option exercisesOptions exercised and Awards that vested with respect to fiscal year 2022.

 

Option Awards

 

Stock Awards

Name

 

Number of Shares
Acquired on
Exercise
(#)

 

Value Realized
on Exercise
($)

 

Number of Shares
Acquired on Vesting
(#)(a)

 

Value Realized on  
Vesting  
($)(b)  

Erik B. Nordstrom

 

 

 

13,656

 

322,633  

Michael W. Maher

 

 

 

12,745

 

282,788  

Peter E. Nordstrom

 

 

 

13,656

 

322,633  

Kenneth J. Worzel

 

 

 

44,589

 

1,064,499  

Alexis DePree

 

 

 

46,977

 

1,149,135  

Anne L. Bramman

 

281,657

 

483,943

 

40,613

 

973,087  

Edmond Mesrobian

 

212,207

 

1,198,821

 

42,287

 

911,208  

(a) Number of Shares Acquired on Vesting

The numbers reported include RSUs that vested during fiscal year 2022 for the NEOs. The amounts also include PSUs that vested for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel of 603, 603 and 509, respectively, which vested on an accelerated basis in fiscal year 2019; and

2022 solely to satisfy Social Security, Medicare or income tax withholding obligations of retirement-eligible employees with respect to their PSUs.

(b) Value Realized on Vesting

The amounts reported are the values realized for the RSUs that vested during fiscal year 2022 for the NEOs. The amounts also include the number of shares of Common Stock acquiredwithheld on the vesting of PSUs for Erik Nordstrom, Peter Nordstrom and value realized from performance share units and restricted stock units that vested with respectKenneth Worzel to fiscal year 2019.

  Option Awards Stock Awards
Name 
Number of Shares
Acquired on Exercise
(#)(a)

 
Value Realized
on Exercise
($)(b)

 
Number of Shares Acquired on Vesting
(#)(c)

 
Value Realized on Vesting
($)(d)

Erik B. Nordstrom 77,609
 653,219
 30,206
 1,262,481
Anne L. Bramman 
 
 24,311
 1,007,799
Peter E. Nordstrom 77,609
 508,215
 30,188
 1,261,691
Kenneth J. Worzel 
 
 37,121
 1,484,605
Edmond Mesrobian 
 
 9,526
 326,170
(a)Number of Shares Acquired on Exercise
The numbers reported aresatisfy tax withholding obligations as described previously, multiplied by $16.39, the stock options that were exercised during the fiscal year.
(b)Value Realized on Exercise
The amount realized equals the aggregate difference between the fair market valueclosing price of Common Stock on December 19, 2022, the dates of exercise and the grant prices, multiplied by the number of shares acquired on exercise.
(c) Number of Shares Acquired on Vesting
The numbers reported are the restricted stock units that vested during the fiscal year.
(d) Value Realized on Vesting
The amounts reported are the value realized for the restricted stock units that vested during the fiscal year.
vesting date.

Pension Benefits

The Company’s original Supplemental Executive Retirement Plan (“SERP”)SERP was introduced in the 1980s. Over the years, the plan design changed to better meet the purpose of encouraging designated executives to stay with Nordstrom throughout their careers and rewarding their significant and sustained contribution to the Company’s success by adding to their financial security upon retirement. TheBeginning in 2012, the SERP was closed to new entrants, beginning in 2012.

entrants.

The Named Executive Officers,NEOs, except Michael Maher, Alexis DePree, Anne Bramman and Edmond Mesrobian, who both joined the Company or moved into an eligible role after the SERP had been closed to new entrants, are eligible for the SERP. The eligible Named Executive OfficersNEOs are entitled to receive their full retirement benefit at age 58. Their full benefit is equal to 1.6% multiplied by final average pay, as described in the following paragraph, and their years of credited service, up to a maximum of 25 years. They may retire early and could receive a reduced benefit if they are between the ages of 53 and57, inclusive, with at least 10 years of credited service and the BoardCPCC approves the early retirement. The early retirement benefit is reduced 10% for each year that their retirement age is less than 58. If they retire after age58, they are entitled to their full retirement benefit, increased with interest of 5% per year, compounded annually, for each full year worked beyond age58, for a maximum of 10 years. The annual SERP benefit is capped at $700,000.

$700,000 after any early retirement reductions are applied.

Final average pay is the average base salary and annual performance-basedperformance-based cash bonus of the highest 36 months over the longer of:

the most recent five years of service; or

the entire period of service after the executive’s 53rd53rd birthday.

The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% annuity paid to a surviving spouse or life partner after the executive’s death. A surviving spouse or life partner also receives a 50% survivor benefit if the executive dies before retiring. The amount of this survivor benefit depends on the executive’s age and years of credited service at the time of death.

The SERP provides that no benefit will be paid to an executive whose employment is terminated for cause, which includes competitive behavior against the Company, as determined by the Compensation, People and Culture CommitteeCPCC in the exercise of its discretion in accordance with the Plan. The Compensation, People and Culture CommitteeCPCC also has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

2023 Proxy Statement

56

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Information about payment of the SERP benefit related to change in control is provided on page 5663 in footnote (b) to the Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2019Year End 2022 table.



50 NORDSTROM, INC. - 2020 Proxy Statement


Because the SERP is a nonqualified deferred compensation plan, the Company is not obligated to fund it. However, the Company does set aside funds to assist in the payment of future benefit obligations. If the Company were to become insolvent, participants would be unsecured general creditors, and there is no guarantee

that funds would be available to pay all creditors in full. See the notes to the financial statements contained within the Company’s 20192022 Annual Report for a discussion of the benefit obligation.

Fiscal Year 2019 Pension Benefits Table

Fiscal Year 2022 Pension Benefits Table

The following table shows the present value of the accumulated SERP benefit payable to each of the Named Executive Officers,NEOs, based on the number of years of service credited under the Plan to each Named Executive OfficerNEO and actuarial assumptions consistent with those used in the Company’s financial statements2022 Annual Report to calculate the Company’s obligations under the Plan. See the notes to the financial statements contained within the Company’s 20192022 Annual Report for a discussion of the benefit obligation and assumptions used.

Name Plan Name
 
Age
(a)

 
Number of Years Credited Service
(#)(b)

 
Present Value of Accumulated Benefit
($)(c)

 
Payments During Last Fiscal Year
($)

Erik B. Nordstrom SERP
 56
 25
 13,277,382
 
Anne L. Bramman 
 52
 
 
 
Peter E. Nordstrom SERP
 57
 25
 14,015,296
 
Kenneth J. Worzel SERP
 55
 10
 4,526,502
 
Edmond Mesrobian 
 59
 
 
 
(a)Age

Name

 

Plan Name

 

Age
(#)(a)

 

Number of Years
Credited Service
(#)(b)

 

Present Value of
Accumulated Benefit
($)(c)

 

Payments  
During Last  
Fiscal Year  
($)  

Erik B. Nordstrom

 

SERP

 

59

 

25

 

10,805,200

 

—  

Michael W. Maher

       

 

—  

Peter E. Nordstrom

 

SERP

 

60

 

25

 

10,857,560

 

—  

Kenneth J. Worzel

 

SERP

 

58

 

13

 

6,051,510

 

—  

Alexis DePree

       

 

—  

Anne L. Bramman

       

 

—  

Edmond Mesrobian

 

 

 

 

 

 

 

 

—  

(a) Age

Age is as of February 1, 2020,January 28, 2023, the last day of the fiscal year.

(b)Number of Years Credited Service

(b) Number of Years Credited Service

Although Erik Nordstrom and Peter Nordstrom each have 40 or more than 25 years of service, the number of years of credited service under the SERP is capped at 25.

(c)Present Value of Accumulated Benefit
The amounts shown are based on

(c) Present Value of Accumulated Benefit

Erik Nordstrom, Peter Nordstrom and Kenneth Worzel have met the minimum full retirement age of 58. The eligible Named Executive Officers have met the minimum retirement age58 with at least 10 years of credited service and would be eligible for early retirement with prior approval from the Board. If the Board approved early retirement, Erik Nordstrom, Peter Nordstrom and Kenneth Worzel would be entitled to receive a reducedthe SERP benefit having the present values as of the end of the fiscal year of $11,643,464, $13,197,429 and $3,621,992, respectively. These amounts are reportedshown in the Potential Payments Upon Termination or Changetable.

57

2023 Proxy Statement

Table of Control at Fiscal Year-End 2019 table on page 53.

Contents

COMPENSATION OF EXECUTIVE OFFICERS

Nonqualified Deferred Compensation

The Company offers participation in the Nordstrom Deferred Compensation Plan (“NDCP”)NDCP to eligible employees, including the Named Executive Officers, who meet a minimum compensation threshold.NEOs. Under this Plan, a participant may defer up to 80% of base salary, up to 100% of an annual performance-basedperformance-based bonus earned under the Company’s bonus plan and up to 100% of any vested performance share units,PSUs, less applicable payroll taxes.

Deferral elections are irrevocable and are made in compliance with Section 409A of the IRC. If a participant’s NDCP deferrals cause a reduction in the Company’s 401(k) match contribution, the Company may deposit a make-upmake-up contribution into the participant’s NDCP account. The Company may also provide a dollar for dollar matching contribution, up to 4% of eligible pay over the 401(k) calendar year compensation limit, on deferrals into the NDCP by eligible participants and a discretionary profit-based match up to an additional 2% of eligible pay over the 401(k) calendar year compensation limit.participants. Participants in the Company’s SERP are not eligible for this matching contribution.

Plan participants may direct their cash deferrals to deemed investment alternatives, priced and valued similar to retail mutual funds. As of the end of the fiscal year, the Company offered 18nine deemed investment alternatives. In addition, Plan participants are offered a fixed rate option, which was 4.5%4.36% for calendar year 20192022 and is 4.31%4.18% for calendar year 2020,2023, which is not subsidized by the Company but rather is a rate based on guaranteed contractual returns from a third-partythird-party insurance company provider. With the exception of the fixed rate fund, participants may change their investment allocations among these investment alternatives daily. Gains and losses for cash deferrals are credited to participant accounts daily, based on their investment elections. The deemed investment alternatives for cash do not include Common Stock. Vested performance share unitsPSUs that are deferred into the NDCP remain as stock units until distribution.



NORDSTROM, INC. - 2020 Proxy Statement 51



Fiscal Year 2019 Nonqualified Deferred Compensation Table

Fiscal Year 2022 Nonqualified Deferred Compensation Table

The following table discloses information on nonqualified deferred compensation for the Named Executive OfficersNEOs under the Company’s NDCP for the fiscal year ended February 1, 2020.January 28, 2023. The Company’s SERP is also a nonqualified plan. Information regarding benefits payable to Named Executive OfficersNEOs under the SERP is provided beginning on pages 50 and 51.

Name 
Executive Contributions in Last Fiscal Year
($)(a)

 
Registrant Contributions in Last Fiscal Year
($)

 
Aggregate Earnings in Last Fiscal Year
($)(b)

 
Aggregate Withdrawals/Distributions
($)

 
Aggregate Balance at Last Fiscal Year-End
($)(c)

Erik B. Nordstrom 
 
 
 
 
Anne L. Bramman 63,565
 
 1,614
 
 67,880
Peter E. Nordstrom 
 
 
 
 
Kenneth J. Worzel 52,174
 
 35,772
 
 756,989
Edmond Mesrobian 41,000
 
 4,666
 
 47,487
(a)Executive Contributions in Last Fiscal Year
page 57.

Name

 


Executive
Contributions in
Last Fiscal Year
($)(a)

 

Registrant
Contributions in Last
Fiscal Year
($)

 

Aggregate Earnings   
in Last Fiscal Year   
($)(b)  

 

Aggregate
Withdrawals/
Distributions
($)

 

Aggregate  
Balance at Last  
Fiscal Year End  
($)(c)  

Erik B. Nordstrom

 

 

 

 

 

 

—  

Michael W. Maher

 

 

 

(11,604

)

 

 

206,219  

Peter E. Nordstrom

 

 

 

 

 

 

—  

Kenneth J. Worzel

 

86,058

 

 

18,013

 

 

 

992,508  

Alexis DePree

 

 

 

 

 

 

—  

Anne L. Bramman

 

74,173

 

 

12,696

 

 

 

338,949  

Edmond Mesrobian

 

 

 

(33,173

)

 

 

167,361 

(a) Executive Contributions in Last Fiscal Year

The amounts reported are the deferrals made during the fiscal year.

(b) Aggregate Earnings in Last Fiscal Year

The amounts include the total interest or other earnings (loss) accrued in fiscal year 20192022 on the entire NDCP account balance, including deferred performance share units.

PSUs.

(c) Aggregate Balance at Last Fiscal Year-End

Year End

The amounts shown are the total NDCP balances, including earnings on deferrals, as of February 1, 2020.January 28, 2023.

2023 Proxy Statement

58

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Potential Payments Upon Termination or Change in Control

The information on the following pages describes and quantifies certain amounts that would become payable under existing compensation plans if the Named Executive Officers’NEOs’ employment had terminated on February 1, 2020,January 28, 2023, the last day of the fiscal year. The amounts are based on each executive’s compensation and years of service as of that date and, if applicable, based on the closing price of Common Stock on January 31, 2020,27, 2023, the last market

trading day of the fiscal year, of $36.86.$18.42. The estimates are based on all relevant plans effective at the end of the fiscal year and information available at that time. Actual values would reflect specific circumstances at the time of any termination, the plans and provisions effective if and when a termination event occurs and any other applicable factors.

Employment Agreements

The Company does not have employment agreements with any Nordstrom employees, including the Named Executive Officers.NEOs. The Company maintains an executive severance plan to provide certain of the Named Executive OfficersNEOs an appropriate level of

severance benefits in the event of involuntary separation of service,not for cause. Except as described on the following pages, there are no agreements, arrangements or plans that entitle the Named Executive OfficersNEOs to enhanced benefits upon termination of their employment.


52 NORDSTROM, INC. - 2020 Proxy Statement


Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2019

Potential Payments Upon Termination or Change in Control at Fiscal
Year-End 2022

The following table shows various termination scenarios and payments that would be triggered under the Company’s compensation plans.

Name and Potential Payment 
Death
($)

 
Disability
($)

 
Retirement
($)

 
Termination
without Cause
($)

 
Qualifying Termination
Following a Change in
Control
($)

Erik B. Nordstrom          
Continued or Accelerated Vesting of Equity Awards(a)
 2,377,839
 2,377,839
 2,069,615
 2,069,615
 2,069,615
Vested SERP Benefit(b)
 5,582,192
 
 11,643,464
 11,643,464
 11,643,464
Life Insurance Proceeds(c)
 948,125
 
 
 
 
Retiree Health Care Benefit(d)
 186,896
 406,906
 406,906
 406,906
 406,906
Separation Benefit(e)
 
 
 
 
 
Disability Insurance Benefit(f)
 
 35,000
 
 
 
Executive Management Bonus(g)
 
 
 
 
 
Total Value of Incremental Benefits 9,095,052
 2,819,745
 14,119,985
 14,119,985
 14,119,985
Anne L. Bramman          
Continued or Accelerated Vesting of Equity Awards(a)
 2,968,864
 2,968,864
 
 
 2,788,901
Vested SERP Benefit(b)
 
 
 
 
 
Life Insurance Proceeds(c)
 1,000,000
 
 
 
 
Retiree Health Care Benefit(d)
 
 
 
 
 
Separation Benefit(e)
 
 
 
 
 
Disability Insurance Benefit(f)
 
 35,000
 
 
 
Executive Management Bonus(g)
 
 
 
 
 
Total Value of Incremental Benefits 3,968,864
 3,003,864
 
 
 2,788,901
Peter E. Nordstrom          
Continued or Accelerated Vesting of Equity Awards(a)
 2,376,843
 2,376,843
 2,068,620
 2,068,620
 2,068,620
Vested SERP Benefit(b)
 6,742,418
 
 13,197,429
 13,197,429
 13,197,429
Life Insurance Proceeds(c)
 948,125
 
 
 
 
Retiree Health Care Benefit(d)
 173,260
 368,943
 368,943
 368,943
 368,943
Separation Benefit(e)
 
 
 
 
 
Disability Insurance Benefit(f)
 
 35,000
 
 
 
Executive Management Bonus(g)
 
 
 
 
 
Total Value of Incremental Benefits 10,240,646
 2,780,786
 15,634,992
 15,634,992
 15,634,992
Kenneth J. Worzel          
Continued or Accelerated Vesting of Equity Awards(a) 3,237,402
 3,237,402
 
 
 3,005,196
Vested SERP Benefit(b)
 1,847,989
 
 3,621,992
 3,621,992
 3,621,992
Life Insurance Proceeds(c)
 1,093,750
 
 
 
 
Retiree Health Care Benefit(d)
 193,250
 425,054
 425,054
 425,054
 425,054
Separation Benefit(e)
 
 
 
 1,420,102
 
Disability Insurance Benefit(f)
 
 35,000
 
 
 
Executive Management Bonus(g)
 
 
 
 
 
Total Value of Incremental Benefits 6,372,391
 3,697,456
 4,047,046
 5,467,148
 7,052,242
Edmond Mesrobian          
Continued or Accelerated Vesting of Equity Awards(a)
 1,736,944
 1,736,944
 
 
 2,860,152
Vested SERP Benefit(b)
 
 
 
 
 
Life Insurance Proceeds(c)
 968,750
 
 
 
 
Retiree Health Care Benefit(d)
 
 
 
 
 
Separation Benefit(e)
 
 
 
 1,554,200
 
Disability Insurance Benefit(f)
 
 35,000
 
 
 
Executive Management Bonus(g)
 
 
 
 
 
Total Value of Incremental Benefits 2,705,694
 1,771,944
 
 1,554,200
 2,860,152


NORDSTROM, INC. - 2020 Proxy Statement 53


Backplans, with the exception of Anne Bramman and Edmond Mesrobian who separated prior to Contentsthe end of the fiscal year on December 2, 2022 and October 14, 2022, respectively, and for whom actual payments upon termination are shown.

Name and Potential Payment

 

Death
($)

 

Disability
($)

 

Retirement
($)

 

Termination
without
Cause
($)

 

Qualifying  
Termination  
Following a  
Change in  
Control  
($)  

Erik B. Nordstrom

          

Continued or Accelerated Vesting of Equity Awards(a)

 

429,389

 

429,389

 

322,041

 

322,041

 

966,124  

Vested SERP Benefit(b)

 

5,209,255

 

10,805,200

 

10,805,200

 

10,805,200

 

10,805,200  

Life Insurance Proceeds(c)

 

1,517,000

 

 

 

 

—  

Retiree Health Care Benefit(d)

 

159,075

 

328,029

 

328,029

 

328,029

 

328,029  

Separation Benefit(e)

 

 

 

 

 

—  

Disability Insurance Benefit(f)

 

 

35,000

 

 

 

—  

Executive Management Bonus(g)

 

 

 

 

 

—  

Total Value of Incremental Benefits

 

7,314,719

 

11,597,618

 

11,455,270

 

11,455,270

 

12,099,353  

Michael W. Maher

          

Continued or Accelerated Vesting of Equity Awards(a)

 

726,172

 

726,172

 

 

 

1,519,134  

Vested SERP Benefit(b)

 

 

 

 

 

—  

Life Insurance Proceeds(c)

 

1,050,000

 

 

 

 

—  

Retiree Health Care Benefit(d)

 

 

 

 

 

—  

Separation Benefit(e)

 

 

 

 

808,662

 

—  

Disability Insurance Benefit(f)

 

 

35,000

 

 

 

—  

Executive Management Bonus(g)

 

 

 

 

 

—  

Total Value of Incremental Benefits

 

1,776,172

 

761,172

 

 

808,662

 

1,519,134  

Peter E. Nordstrom

          

Continued or Accelerated Vesting of Equity Awards(a)

 

429,389

 

429,389

 

322,041

 

322,041

 

966,124  

Vested SERP Benefit(b)

 

5,525,170

 

10,857,560

 

10,857,560

 

10,857,560

 

10,857,560  

Life Insurance Proceeds(c)

 

1,517,000

 

 

 

 

—  

Retiree Health Care Benefit(d)

 

148,341

 

296,811

 

296,811

 

296,811

 

296,811  

Separation Benefit(e)

 

 

 

 

 

—  

Disability Insurance Benefit(f)

 

 

35,000

 

 

 

—  

Executive Management Bonus(g)

 

 

 

 

 

—  

Total Value of Incremental Benefits

 

7,619,900

 

11,618,760

 

11,476,412

 

11,476,412

 

12,120,495  


59

(a)
Continued or Accelerated Vesting of Equity Awards

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Name and Potential Payment

 

Death
($)

 

Disability
($)

 

Retirement
($)

 

Termination
without
Cause
($)

 

Qualifying  
Termination  
Following a  
Change in  
Control  
($)  

Kenneth J. Worzel

          

Continued or Accelerated Vesting of Equity Awards(a)

 

1,433,408

 

1,433,408

 

1,342,933

 

1,342,933

 

1,885,780  

Vested SERP Benefit(b)

 

3,075,526

 

6,051,510

 

6,051,510

 

6,051,510

 

6,051,510  

Life Insurance Proceeds(c)

 

1,790,000

 

 

 

 

—  

Retiree Health Care Benefit(d)

 

163,725

 

342,065

 

342,065

 

342,065

 

342,065  

Separation Benefit(e)

 

 

 

 

1,043,180

 

—  

Disability Insurance Benefit(f)

 

 

35,000

 

 

 

—  

Executive Management Bonus(g)

 

 

 

 

 

—  

Total Value of Incremental Benefits

 

6,462,659

 

7,861,983

 

7,736,508

 

8,779,688

 

8,279,355  

Alexis DePree

          

Continued or Accelerated Vesting of Equity Awards(a)

 

1,294,798

 

1,294,798

 

 

 

2,144,562  

Vested SERP Benefit(b)

 

 

 

 

 

—  

Life Insurance Proceeds(c)

 

1,300,000

 

 

 

 

—  

Retiree Health Care Benefit(d)

 

 

 

 

 

—  

Separation Benefit(e)

 

 

 

 

1,321,162

 

—  

Disability Insurance Benefit(f)

 

 

35,000

 

 

 

—  

Executive Management Bonus(g)

 

 

 

 

 

—  

Total Value of Incremental Benefits

 

2,594,798

 

1,329,798

 

 

1,321,162

 

2,144,562  

Anne L. Bramman

          

Continued or Accelerated Vesting of Equity Awards(a)

 

 

 

 

 

—  

Vested SERP Benefit(b)

 

 

 

 

 

—  

Life Insurance Proceeds(c)

 

 

 

 

 

—  

Retiree Health Care Benefit(d)

 

 

 

 

 

—  

Separation Benefit(e)

 

 

 

 

 

—  

Disability Insurance Benefit(f)

 

 

 

 

 

—  

Executive Management Bonus(g)

 

 

 

 

 

—  

Total Value of Incremental Benefits

 

 

 

 

 

—  

Edmond Mesrobian

          

Continued or Accelerated Vesting of Equity Awards(a)

 

 

 

 

 

—  

Vested SERP Benefit(b)

 

 

 

 

 

—  

Life Insurance Proceeds(c)

 

 

 

 

 

—  

Retiree Health Care Benefit(d)

 

 

 

 

 

—  

Separation Benefit(e)

 

 

 

 

1,650,000

 

—  

Disability Insurance Benefit(f)

 

 

 

 

 

—  

Executive Management Bonus(g)

 

 

 

 

 

—  

Total Value of Incremental Benefits

 

 

 

 

1,650,000

 

—  

(a) Continued or Accelerated Vesting of Equity Awards

As of the end of fiscal year 2019, the Named Executive Officers2022, Erik Nordstrom, Michael Maher, Peter Nordstrom, Kenneth Worzel and Alexis DePree had outstandingunvested equity awards under our 2010 and 2019 Equity Incentive Plans.EIPs. Treatment of the awards under various termination scenarios is described below.

in this section. Anne Bramman and Edmond Mesrobian forfeited their unvested equity upon their separations on December 2, 2022 and October 14, 2022, respectively.

Stock Options

Death or Disability

The stock option agreements under the Company’s 2010 Equity Incentive Plan, with the exception of theand 2019 stock option grant agreement,EIPs generally provide that if a participant’s employment is terminated by reason of death or disability, all unvested stock options granted more than six months prior to the termination event will immediately vest. Thevest, with the exception of one-time stock option agreements providegrants. The one-time stock option grant made on March 5, 2019 to Kenneth Worzel provides that if a participant’s employment is terminated by reason of death or disability, vesteda prorated number of the stock options granted will immediately vest based on the number of full months employed. Vested stock options may be exercised by the participant or participant’s beneficiary during the period ending four years after termination, provided the 10-year10-year term of the grant has not expired.

2023 Proxy Statement

60

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

The Company’s 2019 stock option grant agreement for the annual grant provides that if a participant’s employment is terminated by reason of death or disability, the stock option grants will immediately vest. The annual stock option agreement provides that if a participant’s employment is terminated by reason of death or disability, vested stock options may be exercised by the participant or participant’s beneficiary during the period ending four years after termination, provided the 10-year term of the grant has not expired.
The Company’s 2019 stock option grant agreement for one-time awards provides that if a participant’s employment is terminated by reason of death or disability, a prorated portion of the stock option grant will be accelerated based on the number of full months employed. The one-time stock option agreement provides that if a participant’s employment is terminated by reason of death or disability, vested stock options may be exercised by the participant or participant’s beneficiary during the period ending four years after termination, provided the 10-year term of the grant has not expired.

The closing price of Common Stock as of the end of the fiscal year 20192022 was lower than the exercise prices of the unvested stock options that would immediately vest and be exercisable during the earlier of four years after termination or the 10-year10-year term date of the grant. Therefore, no amounts are included in the table.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, of the Company, then the post-separationpost-separation vesting and exercise rights will cease immediately and all outstanding vested and unvested options and any shares of Common Stock delivered under such grants will be automatically forfeited.

Retirement or Termination without Cause

The stock

Stock option agreements under the Company’s 2010 Equity Incentive Planand 2019 EIPs for annual grants generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, stock options granted more than six months prior to termination will continue to vest and may be exercised during the period ending four years after termination, provided the 10-year10-year term of the grant has not expired. Erik Nordstrom, Peter Nordstrom and Peter

NordstromKenneth Worzel qualify for this continued vesting for their annual stock option grants as they have reached the minimum retirement age of 55 with at least 10 years of service.
The one-time stock option grant made on March 5, 2019 to Kenneth Worzel does not provide for continued vesting upon retirement or termination without cause.

The closing price of Common Stock as of the end of the fiscal year 20192022 was lower than the exercise prices of the unvested stock options that would continue to vest and be exercisable during the earlier of four years after termination or the 10-year10-year term date of the grant. Therefore, no amounts are included in the table for Erik Nordstrom and Peter Nordstrom.

table.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, of the Company, then the post-separationpost-separation vesting and exercise rights will cease immediately and all outstanding vested and unvested options and any shares of Common Stock delivered under such grants will be automatically forfeited.

Qualifying Termination Following a Change in Control

The Named Executive Officers are

Stock option grants under the Company’s 2010 and 2019 EIPs do not entitled toprovide for any payment or accelerated benefit upon a change in control. In the event of a change of control, with respect to their awards. However, underoutstanding awards shall continue in effect or be assumed, or an equivalent award substituted, by the 2010 and 2019 Equity Incentive Plans,successor corporation. If a Named Executive Officer will generally be entitled to accelerated vesting if the executiveparticipant experiences a qualifying termination (termination by the Company without cause or termination by the executiveparticipant for good reason) within 12 months following a change in control of the Company, unlessthen the Compensation, People and Culture Committee actsunvested stock options will automatically vest in full. Notwithstanding, if the successor corporation refuses to prevent accelerationassume or substitute the award, is of a type which would continue in effect notwithstandingthen the occurrenceCPCC shall provide for the cancellation of the changevested portion of any such award in control.exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration. Generally, a change in control occurs upon:

the merger or consolidation of the Company with or into another entity;

the sale, transfer or other disposition of all or substantially all the Company’s assets;

a change in composition of 50% or more of the Board; or

any transaction as a result of which any person is the “beneficial owner” of securities of the Company representing at least 30% of the total voting power of the Company’s outstanding voting securities.

The closing price of Common Stock as of the end of fiscal year 20192022 was lower than the exercise prices of the unvested stock options that would immediately vest and be exercisable if the Named Executive OfficersNEOs experienced a qualifying termination within 12 months following a change in control of the CompanyCompany. Therefore, no amounts are included in the table.

RSUs

Death or Disability

The RSU agreements under the 2010 and 2019 EIPs generally provide that if a participant’s employment is terminated by reason of death or disability, all unvested RSUs will immediately vest, with the exception of the one-time RSU grant made on March 9, 2020 to Alexis DePree, the RSU grant made on August 27, 2020 to Michael Maher and the Committee did not actRSU grants made on May 26, 2022 to prevent the accelerationMichael Maher and Alexis DePree. These one-time RSU grants provide that if employment is terminated by reason of death or disability, a prorated number of the awards.RSUs will immediately vest based on the number of full months employed.

61

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Performance Share Units

The amounts in the table for Michael Maher, Kenneth Worzel and Alexis Depree include the values, as of the end of fiscal year 2022, of unvested RSUs that would immediately vest.

If, during the term of any outstanding grant, the participant engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then any unvested RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.

Retirement or Termination without Cause

The RSU agreements for annual grants under the 2010 and 2019 EIPs generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, RSUs granted more than six months prior to termination will continue to vest. Kenneth Worzel qualifies for this continued vesting as of the end of fiscal year 2022 as he has reached the minimum retirement age of 55 with at least 10 years of service.

The amounts in the table for Kenneth Worzel include the values, as of the end of fiscal year 2022, of unvested RSUs for his annual grants that would continue to vest after termination.

If, during the term of any outstanding grant, the participant engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then any unvested RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.

Qualifying Termination Following a Change in Control

RSU grants under the 2010 and 2019 EIPs do not provide for any payment or accelerated benefit upon a change in control. In the event of a change of control, outstanding awards shall continue in effect or be assumed, or an equivalent award substituted, by the successor corporation. If a participant experiences a qualifying termination (termination by the Company without cause or termination by the participant for good reason) within 12 months following a change in control of the Company, then the unvested RSUs will automatically vest in full. Notwithstanding, if the successor corporation refuses to assume or substitute the award, then the CPCC shall provide for the cancellation of the vested portion of any such award in exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration. See the Change in Control paragraph under Stock Options on page 61 for information about when a change in control occurs.

The amounts in the table include the values, as of the end of fiscal year 2022, of unvested RSUs that would vest if Michael Maher, Kenneth Worzel and Alexis Depree experienced a qualifying termination within 12 months following a change in control of the Company.

PSUs

Death or Disability

The 2019 performance share unit award2022 PSU agreement under the 2010 Equity Incentive Plan2019 EIP provides that if a participant’s employment is terminated before the end of a performance cycle by reason of death or disability, the participant, or participant’s beneficiary, will be entitled to a prorated payment, based on target performance and the number of full months employed during the performance cycle.

The 2019 grant has time remaining in its three-year performance cycle. One-third of the performance share units are earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019


54 NORDSTROM, INC. - 2020 Proxy Statement


performance share units vest when the results have been certified by the Compensation, People and Culture Committee at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one- third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle.

The amounts included in the table are based onfor Erik Nordstrom, Peter Nordstrom, Kenneth Worzel and Alexis DePree include the remaining outstanding 2019 performance share units and a payout at 100% (target)values of the prorated number2022 PSUs at a payout of 100% (target) based on termination on the last day of the fiscal year.

year 2022.

If, during the term of any outstanding performance cycle,grant, the executiveparticipant engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, of the Company, then all outstanding vested but not settledany unvested PSUs and any unvested portions of the performance share unit awardsCommon Stock delivered on vesting under such grants will be automatically forfeited.

Retirement or Termination without Cause

The 2019 performance share unit award2022 PSU agreement under the 2010 Equity Incentive Plan2019 EIP provides that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated before the end of the performance cycle by reason of retirement or termination without cause, the participant will be entitled to a prorated payment, based on athe number of full months employed during the performance cycle, with respect to any performance share units granted more than six months prior to termination that were earned during the performance cycle. Both Erik Nordstrom, and Peter Nordstrom and Kenneth Worzel qualify for this prorated payment upon retirement as of the end of the fiscal year.

year as they have reached the minimum retirement age of 55 with at least 10 years of service.

The 2019 grant has time remainingamounts in its three-year performance cycle. One-thirdthe table for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel include the values of the prorated number of PSUs at a 75% payout that would have been earned if the end of the performance share units are earnedcycle and retirement dates had both occurred on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 performance share units vest when the results have been certified by the Compensation, People and Culture Committee at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one- third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle.If the performance cycle for the remaining two-thirds of the grant had ended as of the close of fiscal year 2019, the performance payout threshold would not have been achieved and 0% of the number of performance share units outstanding would have been earned. Therefore, no amounts for the performance share units are reported in the table.

2022.

If, during the term of any outstanding performance cycle,grant, the executiveparticipant engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, of the Company, then all outstanding vested but not settledany unvested PSUs and any unvested portions of the performance share unit awardsCommon Stock delivered on vesting under such grants will be automatically forfeited.

2023 Proxy Statement

62

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

Qualifying Termination Following a Change in Control

The Named Executive Officers arePSU grants under the 2019 EIP do not entitled toprovide for any payment or accelerated benefit upon a change in control. In the event of a change of control, with respect to their performance share units. However,outstanding awards shall continue in effect or be assumed, or an equivalent award substituted, by the successor corporation. If a Named Executive Officer will generally be entitled to accelerated vesting based on the target

number of outstanding performance share units if the actual performance cannot be determined, if the executiveparticipant experiences a qualifying termination (termination by the Company without cause or termination by the executiveparticipant for good reason) within 12 months following a change in control of the Company, unlessthen the Compensation, People and Culture Committee actsunvested PSUs will vest in full based on the CPCC’s assessment of performance through the date of the qualifying termination, or if such performance is indeterminable at that time, at the 100% “target” level of performance. Notwithstanding, if the successor corporation refuses to prevent accelerationassume or substitute the award, is of a type which would continue in effect notwithstandingthen the occurrenceCPCC shall provide for the cancellation of the changevested portion of any such award in control.exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration. See the Change in Control paragraph under Stock Options on page 5461 for information about when a change in control occurs.
The 2019 grant has time remaining in its three-year performance cycle. One-third of the performance share units are earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 performance share units vest when the results have been certified by the Compensation, People and Culture Committee at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one- third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle.

If the performance cycle for the remaining two-thirds of the grant had ended as of the close of fiscal year 2019, the performance payout threshold would not have been achieved and 0%2022, 75% of the number of performance share units outstanding 2022 PSUs would have been earned. Therefore, no amounts for the performance share units are reported in the table.

Restricted Stock Units
Death or Disability
The restricted stock unit award agreements under the 2010 Equity Incentive Plan provide that if a participant’s employment is terminated by reason of death or disability, restricted stock units granted more than six months prior to the termination event will immediately vest. In the case of the 2019 restricted stock unit agreement for the annual grant, if a participant’s employment is terminated by reason of death or disability, the restricted stock units will immediately vest.
Under the Company’s 2019 Equity Incentive Plan, one-time restricted stock unit grant agreements provide that if a participant’s employment is terminated by reason of death or disability, the restricted stock units will be accelerated on a prorated basis, based on the number of full months employed.
The amounts shown in the table include the values, as of the end of fiscal year 2019, of unvested restricted stock units that would immediately vest.
If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then any unvested units and any Common Stock delivered on vesting under such grants will be automatically forfeited.
Retirement or Termination without Cause
The restricted stock unit award agreements under the 2010 Equity Incentive Plan generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s


NORDSTROM, INC. - 2020 Proxy Statement 55



employment is terminated by reason of retirement or termination without cause, restricted stock units granted more than six months prior to termination will continue to vest.
The amounts shown in the table for Erik Nordstrom, and Peter Nordstrom, Kenneth Worzel and Alexis DePree include the values as of the end of fiscal year 2019, of unvested restricted stock units that would continue to vest after termination. These executives qualify for this continued vesting as of the end of the fiscal year since they had each reached the minimum retirement age of 55 withPSUs at least 10 years of service.
If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any confidential or proprietary information of the Company, then any unvested units and any Common Stock delivered on vesting under such grants will be automatically forfeited.
Qualifying Termination Following a Change in Control
Under the 2010 and 2019 Equity Incentive Plans, the Named Executive Officers are not entitled to any payment or accelerated benefit upon a change in control with respect to their restricted stock units. However, a Named Executive Officer will generally be entitled to accelerated vesting if the executive experiences a qualifying termination (termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control of the Company, unless the Compensation, People and Culture Committee acts to prevent acceleration or the award is of a type which would continue in effect notwithstanding the occurrence of the change in control. See the Change in Control paragraph under Stock Options on page 54 for information about when a change in control occurs.
The amounts shown include the values, as of the end of fiscal year 2019, of unvested restricted stock units75% payout that would vest if the Named Executive Officersthey experienced a qualifying termination within 12 months following a change in control of the Company and the Committee did not act to prevent acceleration of the awards.
(b)Vested SERP Benefit
Company.

(b) Vested SERP Benefit

The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% survivor annuity paid to the surviving spouse or life partner for the remainder of their life after the executive’s death, as described in the Pension Benefits section beginning on page 50.

56.

Death

The amounts shown are the present values of the 50% survivor annuity, payable in semi-monthlyequal installments to the spouse or life partner of the executive, assuming the payments would begin on the date on which the executive would have attained minimum retirement age of 53, or the executive’s actual age, if older, and would continue for the remaining lifetime of the spouse or life partner. There would be no immediate payment of the benefit if the date of death preceded the executive’s earliest retirement age of 53.

Disability

No amounts are shown as none of the eligible Named Executive Officers have reached normal retirement age of 58, which is the earliest eligibility for the SERP disability benefit.
Retirement or Termination without Cause

The amounts shown in the table for the eligible Named Executive OfficersErik Nordstrom, Peter Nordstrom and Kenneth Worzel are the present values of their SERP benefits reducedas they have met the minimum age of 58 with at least 10 years of service and would be eligible for early commencement,their full retirement benefits under the SERP. The amounts payable would be paid in bi-weeklyequal installments on the Company’s regular payroll dates, assuming the payments would begin as of the last day of fiscal year 2019. These Named Executive Officers2022.

Retirement or Termination without Cause

The amounts shown for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are the present values of their SERP benefits as they have met the minimum retirement age of 5358 with at least 10 years of service and would be eligible for earlytheir full retirement with prior approval frombenefits under the Board. If the Board approved early retirement, theySERP. The amounts payable would be entitled to a reduced SERP benefit,paid in equal installments on the Company’s regular payroll dates, assuming the payments would begin as described inof the Pension Benefits section on page 50.

last day of fiscal year 2022.

Qualifying Termination Following a Change in Control

No benefits are paid solely due to a change in control, although a change in control triggers immediate vesting and an obligation for the Company to fully fund accrued benefits through a trust. If an executive was separated from the Company after a change in control, a deferred annuity would be payable upon the executive reaching retirement age. If the separation occurred before the executive’s retirement age, of 58, the benefit would be paid as a reduced early retirement benefit at age 53, or the executive’s actual age, if older. In this case, the requirement for Board approval of the early retirement is waived.

The amounts shown in the table for the eligible Named Executive OfficersErik Nordstrom, Peter Nordstrom and Kenneth Worzel are the present values of their SERP benefits reducedas they have met the minimum age of 58 with at least 10 years of service and would be eligible for early commencement,their full retirement benefits under the SERP. The amounts payable would be paid in bi-weeklyequal installments on the Company’s regular payroll dates, assuming the payments would begin as of the last day of fiscal year 2019. These Named Executive Officers have met the minimum retirement age of 53 with at least 10 years of service and would be eligible for early retirement.

2022.

The Compensation, People and Culture CommitteeCPCC has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

(c)Life Insurance Proceeds

(c) Life Insurance Proceeds

The Company provides life insurance for the Named Executive OfficersNEOs of approximately 1.252 times annual base salary.

The amounts reported in the table represent the life insurance proceeds that would be payable if the Named Executive OfficersErik Nordstrom, Michael Maher, Peter Nordstrom, Kenneth Worzel or Alexis DePree had died as of the last day of the fiscal year. The premiums paid for the Company-providedCompany-provided life insurance are included in column (c)(b) in the All Other Compensation in Fiscal Year 20192022 table on page 43.



56 NORDSTROM, INC. - 2020 Proxy Statement


(d)Retiree Health Care Benefit
.

(d) Retiree Health Care Benefit

The Company provides continued health care coverage for the eligible Named Executive OfficersNEOs if they separate from the Company after age 55 with at least 10 profit sharing years of service. These benefits include medical, behavioral health/substance abuse, vision, prescription drug and dental coverage. The Named Executive Officerseligible NEOs and their spouses or liferegistered domestic partners and eligible dependents would be covered under the retiree health plan, and the executive and the Company would continue to share in the cost of the insurance premium. Coverage and cost sharing would continue for the surviving spouse or liferegistered domestic partner and eligible dependents after the executive’s death. Effective November 1, 2013, the retiree health plan was closed to new entrants.

63

2023 Proxy Statement

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS

The amounts in the table for the eligible Named Executive OfficersNEOs are the present values of the health care cost that would be payable by the Company if they had separated on the last day of the fiscal year. Erik Nordstrom, Peter Nordstrom and Kenneth Worzel have met the minimum retirement age of 55 with at least 10 profit sharing years of service and would be eligible for retirement. Assumptions used in determining these amounts include a discount rate of 4.33%4.95% and the RP2014PRI2012 White Collar, Fully Generational Mortality Table with projection scale MP2018.

MP2021.

An executive who is terminated for cause, as determined by the Company in the exercise of its discretion in accordance with the Plan, is not eligible to receive the retiree health care benefit.

(e)Separation Benefit

(e) Separation Benefit

Under the Nordstrom, Inc. Executive Severance Plan, Michael Maher, Kenneth Worzel and Edmond MesrobianAlexis DePree are eligible to receive benefits upon involuntary termination of employment by the Company, not for cause. To be eligible to participate in the Plan upon involuntary termination, the eligible Named Executive OfficerNEO must have signed a non-competitionnon-competition and non-solicitationnon-solicitation agreement. Prior to his appointment to Interim Chief Financial Officer and Chief Accounting Officer on December 5, 2022, Michael Maher was eligible, and remains eligible, for the Nordstrom, Inc. Executive Severance Plan, subject only to a non-solicitation agreement.

Erik Nordstrom and Peter Nordstrom are not eligible under the Plan. Anne Bramman has elected not to participate in the Plan. The benefits for eligible and participating employees include:

lump sum cash payment for severance: 18 or 24 months of base salary for our Executive Officers, depending on their roles. This is reduced by an amount equal to the participant’s gross monthly SERP benefit multiplied by the number of months used to calculate the severance payment, if applicable;

lump sum cash payment for health coverage: the cost of the Company-paidCompany-paid portion of the employee’s currently elected health coverage for 12 months, unless the employee is eligible for the retiree health care benefit, as described in footnote (d), “Retiree Health Care Benefit”; and

six months of outplacement services.

The potential separation benefits for the Named Executive Officers are shown below.
Name 
Separation
Payment
($)

 
Company-Paid
Portion of
Medical Benefits
($)

 
Cost of
Outplacement
Services
($)

 
Total Separation
Benefit
($)

Erik B. Nordstrom 
 
 
 
Anne L. Bramman 
 
 
 
Peter E. Nordstrom 
 
 
 
Kenneth J. Worzel 1,415,902
 
 4,200
 1,420,102
Edmond Mesrobian 1,550,000
 
 4,200
 1,554,200

Kenneth Worzel’s estimated separation payment shown aboveon the following table is reduced by an amount equal to his estimated gross monthly SERP benefit multiplied by the number of months used to calculate his separation payment. No amount is included for the Company-paidCompany-paid portion of medical benefits as he qualifies for retiree health care benefits. No amount is included for the Company-paid portion of medical benefits for Edmond Mesrobian as he is not participating in the Company’s medical benefit plans.

To be eligible to receive any benefits under the Nordstrom, Inc. Executive Severance Plan, the Named Executive OfficerNEO must sign a release in which the executive agrees, among other things, not to disclose to anyone at any time any confidential information acquired during employment with the Company, and not to publish any statement, or instigate, assist or participate in the making or publication of any statement which is disparaging or detrimental in any way to the Company, except in each case as required by applicable law.

(f)Disability Insurance Benefit

The potential separation benefits for the NEOs are shown in the following table, with the exception of Anne Bramman and Edmond Mesrobian who separated prior to the end of the fiscal year, and for whom actual benefits received are shown. Anne Bramman received no separation benefits upon her separation on December 2, 2022. In connection with his separation on October 14, 2022, Edmond Mesrobian received a lump sum cash severance payment equal to 24 months of base salary, in accordance with the terms for involuntary separation without cause under the Nordstrom, Inc. Executive Severance Plan; he received no lump sum cash payment for health coverage as he was not participating in the Company’s medical benefit plans, and he did not choose to utilize outplacement services.

Name

 

Separation
Payment
($)

 

Company-Paid
Portion of
Medical Benefits
($)

 

Cost of
Outplacement
Services
($)

 

Total Separation   
Benefit   
($)   

Erik B. Nordstrom

 

 

 

 

—  

Michael W. Maher

 

787,500

 

16,962

 

4,200

 

808,662  

Peter E. Nordstrom

 

 

 

 

—  

Kenneth J. Worzel

 

1,038,980

 

 

4,200

 

1,043,180  

Alexis DePree

 

1,300,000

 

16,962

 

4,200

 

1,321,162  

Anne L. Bramman

 

 

 

 

—  

Edmond Mesrobian

 

1,650,000

 

 

 

1,650,000  

(f) Disability Insurance Benefit

The Company provides long-termlong-term disability insurance for the Named Executive Officers.NEOs. The amount reported in the table for each Named Executive OfficerNEO is the long-termlong-term disability benefit provided of up to $35,000$35,000 per month.month. The premiums for the Company-providedCompany-provided disability insurance are included in column (c)(b) in the All Other Compensation in Fiscal Year 20192022 table on page 4350.



(g)Executive Management Bonus

(g) Executive Management Bonus

The performance period under the Executive Management Bonus PlanEMBP is the fiscal year. Therefore, a termination event that occurred on the last day of the fiscal year would not result in any additional or accelerated benefits under this Plan. However, if an employee died, became disabled or retired (after having met certain age and years of service requirements) during the fiscal year, the Compensation, People and Culture CommitteeCPCC would have the sole discretion to determine what amounts, if any, an executive would remain eligible to receive as a performance-basedperformance-based bonus award. Any bonus award would be prorated to reflect the period of service during the fiscal year.

2023 Proxy Statement

64

Table of Contents

COMPENSATION OF EXECUTIVE OFFICERS



NORDSTROM, INC. - 2020 Proxy Statement 57



Pay Ratio Disclosure

SEC Rulesrules require that U.S. publicly traded companies disclose the ratio of their Principal Executive Officer’sPEO’s compensation to that of their median employee. Our Principal Executive Officer (“PEO”)PEO is our Chief Executive Officer,CEO, Erik Nordstrom.

For fiscal year 2019:

2022:

the annual total compensation of Erik Nordstrom was $6,872,303;$3,470,982; and

the estimated median of the annual total compensation of all employees of our Company, other than Erik Nordstrom,, was $35,668.

$32,185.

Based on this information, for 20192022 the ratio of the annual total compensation of Erik Nordstrom, our Chief Executive Officer and PEO, to the median of the annual compensation of all employees was 193108 to 1.

In fiscal year 2021, we previously reported Erik Nordstrom’s annual total compensation as $5,753,133 resulting in a pay ratio of 217 to 1. As discussed on page 49 in footnote (f) to the Summary Compensation Table, the negative change in pension value previously reported in fiscal year 2021 for Erik Nordstrom, reflecting a decrease of $692,013, was erroneously included in the table in fiscal year 2021. After taking into account this correction, the pay ratio for fiscal year 2021 is 243 to 1.

The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.

To identify the median employee, we used the total compensation as reported on the 2019 W-22022 W-2 for all of our U.S. employees, excluding our PEO, and the Canadian equivalent T4 for all of our Canadian employees, who were employed by us on February 1, 2020,January 28, 2023, the last day of our fiscal year. We included full-time, part-time,full-time, part-time, seasonal and temporary employees and did not annualize the compensation for our permanent full-timefull-time and part-timepart-time employees who were not employed with us for the entire fiscal year. We applied a Canadian to U.S. dollar exchange rate to the compensation elements paid in Canadian currency. Similar to other large retail companies, a significant portion of our workforce is employed on a part-timepart-time and seasonal basis. As of the end of fiscal year 2019,2022, approximately 36,50031,000 of our 69,000 60,000 employees – or 53%52% of our workforce – were either part-timepart-time or seasonal.

After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our Named Executive OfficersNEOs as shown in the 20192022 Summary Compensation Table on page 41.48.

65

2023 Proxy Statement

Table of Contents



58 NORDSTROM, INC. - 2020 Proxy Statement

PAY VERSUS PERFORMANCE DISCLOSURE

We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid for non-CEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote (d) sets forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table.

The following table sets forth additional compensation information for our CEO and our non-CEO NEOs, along with total shareholder return, net earnings and Incentive Adjusted EBIT performance results for fiscal years 2020, 2021 and 2022:

    

Value of Initial Fixed $100 Investment Based On:

  

Year (a)

Summary
Compensation
Table Total for
CEO ($)

Compensation
Actually Paid to
CEO ($) (b, c, d)

Average
Summary
Compensation
Table Total for
non-CEO NEOs
($)

Average
Compensation
Actually Paid to
non-CEO NEOs
($) (b, c, d)

Total
Shareholder
Return ($)
(e)

Peer Group
Total
Shareholder
Return ($)
(e)

Net
Earnings
($M)

Incentive
Adjusted
EBIT ($M) (f)

2022

3,470,982

2,237,191

3,078,195

1,264,807

53

118

245

524

2021

6,445,146

820,766

5,165,440

(534,350)

61

146

178

666

2020

5,647,670

7,598,410

5,122,901

7,722,084

98

141

(690)

(1,047)

(a) NEOs included in the compensation columns reflect the following:

Year

CEO

Non-CEO NEOs

2022

Erik B. Nordstrom

Michael W. Maher, Peter E. Nordstrom, Kenneth J. Worzel, Alexis DePree, Anne L. Bramman, Edmond Mesrobian

2021

Erik B. Nordstrom

Anne L. Bramman, Peter E. Nordstrom, Kenneth J. Worzel, Edmond Mesrobian

2020

Erik B. Nordstrom

Anne L. Bramman, Peter E. Nordstrom, Kenneth J. Worzel, Edmond Mesrobian

(b) Fair value or change in fair value

Compensation Actually Paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (“SCT”) for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the Stock Awards column of the SCT (“Stock Awards”), (ii) subtracting the grant date fair value of option awards reported in the Option Awards column of the SCT (“Option Awards”), (iii) subtracting the actuarial present value of the accumulated benefit under defined benefit plans reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT (“Change in Pension Value”), (iv) adding the change in fair value of stock and option awards for the applicable year and (v) adding the service cost and prior service cost for all defined benefit plans for the applicable year.

Fair value amounts were computed in a manner consistent with the fair value methodology used to account for stock-based compensation in accordance with ASC 718 and for PSUs, adjusted based on the probable achievement at each measurement date. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable. The service cost and prior service cost for defined benefit plans were calculated using the same methodology as used for our financial statements under GAAP.

(c) Year-end stock price

For the portion of CAP that is based on year-end stock prices, the following prices were used for 2022: $18.42 (16% decrease change from prior year), for 2021: $21.85 (38% decrease change from prior year), and for 2020: $35.45 (4% decrease change from prior year).

(d) Compensation Actually Paid to CEO and non-CEO NEOs

CAP for the CEO and non-CEO NEOs reflects the adjustments from Total Compensation for each respective year reported in the SCT, as shown on the following table. Total Adjustments are calculated using un-rounded numbers and then rounded to the nearest dollar.

2023 Proxy Statement

66

Table of Contents

PAY VERSUS PERFORMANCE DISCLOSURE

Back

CEO

2020

2021

2022

SCT Total ($)

5,647,670

6,445,146

3,470,982

-

Value of stock awards and option awards reported in SCT

4,247,586

3,699,999

2,654,734

-

Change in pension value and Nonqualified Deferred Compensation reported in SCT

1,010,681

+

Year-end value of awards granted in fiscal year that are unvested and outstanding

7,132,586

1,429,354

1,485,367

+

Change in fair value of prior year awards that are unvested and outstanding

155,911

(3,800,744)

(76,644)

+

Fair market value of awards granted this year and that vested this year

9,883

+

Change in fair value (from prior year end) of prior year awards that vested this year

(372,946)

139,177

(215,375)

-

Prior year fair value of prior year awards that failed to vest this year

+

Service and prior service cost for pension plans

293,457

307,833

217,712

=

Total Adjustments

1,950,740

(5,624,380)

(1,233,791)

CAP ($)

7,598,410

820,766

2,237,191

Non-CEO NEO

2020

2021

2022

Average SCT ($)

5,122,901

5,165,440

3,078,195

-

Average value of stock awards and option awards reported in SCT

3,999,378

2,657,792

2,071,922

-

Average change in pension value and Nonqualified Deferred Compensation reported in SCT

480,022

347,475

+

Average year end value of awards granted in fiscal year that are unvested and outstanding

6,928,154

1,298,263

855,524

+

Average change in fair value of prior year awards that are unvested and outstanding

296,961

(4,256,482)

(121,002)

+

Average fair market value of awards granted this year and that vested this year

12,197

8,747

3,038

+

Average change in fair value (from prior year end) of prior year awards that vested this year

(355,907)

46,199

(47,797)

-

Average prior year fair value of prior year awards that failed to vest this year

553,875

+

Average service and prior service cost for pension plans

197,178

208,750

122,646

=

Total Adjustments

2,599,184

(5,699,789)

(1,813,389)

Average CAP ($)

7,722,084

(534,350)

1,264,807

(e) TSR and Peer Group TSR

Peer Group TSR reflects the S&P Retail Index as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended January 28, 2023. Each year of TSR and Peer Group TSR reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on February 1, 2020.

(f) Company-Selected Measure

As discussed in the Compensation Discussion & Analysis on page 37, the NEO’s bonus opportunity for 2022 was based 100% on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold.

67

2023 Proxy Statement

Table of Contents

PAY VERSUS PERFORMANCE DISCLOSURE


Pay Versus Performance Descriptive Disclosure

We believe the CAP in each of the years reported over the three-year cumulative period are reflective of the CPCC’s emphasis on “pay-for-performance” as the CAP fluctuated year over year, primarily due to stock performance and our varying levels of achievement against pre-established performance goals under our EMBP and PSUs.

The relationship between CAP, TSR and Peer Group TSR is shown below.

The relationship between CAP and Net Earnings is shown below.

2023 Proxy Statement

68

Table of Contents

PAY VERSUS PERFORMANCE DISCLOSURE

The relationship between CAP and Incentive Adjusted EBIT is shown below.

Table of Measures Most Important to Last Fiscal Year

The following table lists our most important performance measures used to link CAP for our NEOs to company performance in 2022. Incentive Adjusted ROIC is used to determine bonus payouts for each of the NEOs as described on page 42 and cumulative sales and EBIT margin % are used to determine 2022 PSU payouts for the NEOs as described on page 42.

Most important performance measures for 2022

Incentive Adjusted EBIT

PROPOSAL 3

Incentive Adjusted ROIC

ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

Cumulative Sales for 2022 - 2024

Cumulative EBIT margin % for 2022 - 2024

69

2023 Proxy Statement

Table of Contents

PROPOSAL 3:  ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

The Board recommends a vote FOR this proposal.

The Company is providing shareholders with an advisory (nonbinding) vote on the compensation program of our Named Executive OfficersNEOs as disclosed in this Proxy Statement.

At the 2017 Annual Meeting of Shareholders, over 95% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis.

At the 20192022 Annual Meeting of Shareholders, over 90% of the votes cast were supportive of our compensation program. The Compensation Committee recognizes

In light of this support of the compensation program for our Named Executive Officers andNEOs, the CPCC continues to apply the same pay and benefits philosophy which underlies our pay-for-performancepay-for-performance philosophy.

Compensation Program Highlights

Compensation Program Highlights

As described in the Compensation Discussion and AnalysisCD&A beginning on page 28,37, our Named Executive OfficersNEOs are rewarded when defined performance milestones are achieved and when value is created for our shareholders. Our Compensation, People and Culture CommitteeCPCC and Board believe that our compensation program is effective in implementing our executive compensation philosophy and establishing a solid link between compensation and shareholder interests. Highlights of our compensation program include the following:

We deliver the majority of compensation through a pay-for-performancepay-for-performance framework where incentives are based on achieving results. At least 70% of the value of the targeted compensation package for each of our Named Executive OfficersNEOs is weighted toward pay-for-performancepay-for-performance and variable compensation to reinforce our philosophy of compensating our executives when they and the Company are successful in ways that support shareholder interests.

Each year, the CommitteeCPCC establishes the performance-basedperformance-based bonus measures that focus executives on the most important Company objectives. In 2019, Named Executive Officers had2022, the following measures:

Incentive Adjusted Return on Invested Capital (“Incentive Adjusted ROIC”) to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on Incentive Adjusted EBIT results to ensure our executives are rewarded only after earnings generate meaningful returns for our shareholders;
Incentive Adjusted Earnings Before Interest and Income Tax Expense (“Incentive Adjusted EBIT”) to emphasize the importance of earnings and its role in driving shareholder value. Erik Nordstrom and Peter Nordstrom each had this performance measure weighed at 100%, subject to the achievement of the Incentive Adjusted ROIC threshold. Anne Bramman, Kenneth Worzel and Edmond Mesrobian each had this performance measure weighed at 67%, again subject to the achievement of the Incentive Adjusted ROIC threshold; and
Individual Measure to enable differentiation in bonus payout opportunity based on individual contributions and execution against goals for Anne Bramman, Kenneth Worzel and Edmond Mesrobian. The individual bonus measure accounted for 33% of the total bonus opportunity for these Named Executive Officers.

The Committee referencesCPCC maintained the same financial performance measures and weighting of Incentive Adjusted EBIT, which emphasizes the importance of earnings and its role in driving shareholder value, and Incentive Adjusted ROIC, which ensures our overall performance aligns directly with shareholder returns over the long term. For additional detail on our performance-based annual bonus program, see page 42.

While the CPCC considers the 50th percentile (median) of our retail peer group when assessing the Named Executive Officers’ targeted levelas a reference, there is no specific percentage of target total direct compensation (base salary + performance-based bonus + long-term incentives). The market information is considered a reference point rathertargeted by the CPCC other than policyto remain generally competitive with similarly situated peer companies. Target opportunities for reviewing competitiveness.

individual pay elements vary by executive role based on scope of responsibilities and expected contributions.

We maintain meaningful executive stock ownership guidelines so that our executives’ interests, as shareholders, are aligned with our broader shareholder base.

We have an executive compensation clawback policy that applies to performance-basedperformance-based compensation.

The Compensation, People and Culture CommitteeCPCC has retained and directs an independent compensation consultant.

We do not have employment agreements with our executives.

We do not provide tax gross-ups,gross-ups, except those related to relocation expenses when an executive must move to assume Company responsibilities.

We do not allow stock option grant repricing or backdating, nor do we grant options below 100% of fair market value.

We have a derivative and hedging policy that prohibits Directors and Executive Officers (as well as other key insiders and their immediate families) from engaging in hedging transactions with respect to any equity securities of the Company held by them.

We have restrictions on pledging of Common Stock.

Subsequent to the February 2020 Committee meeting, based on the uncertainty surrounding the impact of the coronavirus (COVID-19) on business operations and to enhance the Company’s liquidity:
Erik Nordstrom and Peter Nordstrom have agreed to receive no base salary for at least the next six months, beginning March 29, 2020; and
the other Named Executive Officers have agreed to reduce their base salaries by 25%, and all other executives of the Company have agreed to reduce their base salaries by 10% – 25%, depending on their roles, for at least the next six months, beginning March 29, 2020.


NORDSTROM, INC. - 2020 Proxy Statement 59



Shareholder Support

Shareholder Support

We are asking our shareholders to indicate their support for our Named Executive Officers’NEOs’ compensation as described in this Proxy Statement.

This proposal gives our shareholders the opportunity to express their views on the compensation of our Named Executive Officers.NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive OfficersNEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the 20202023 Annual Meeting: “RESOLVED, that the Company’s shareholders

approve, on an advisory basis, the compensation of the Company’s Named Executive Officers,NEOs, as disclosed in the Compensation Discussion and Analysis,CD&A, the compensation tables and the related narrative disclosure in this Proxy Statement.”

Our Board has adopted a policy of annual executive compensation advisory votes. As an advisory vote, this proposal is not binding on the Company. However, our Compensation, People and Culture CommitteeCPCC and Board value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding the Company’s Named Executive Officers.NEOs.

2023 Proxy Statement

70

Table of Contents

EQUITY

PROPOSAL 4:  ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION PLANS

The following table provides information asBoard recommends a vote for “1 YEAR” for this proposal.

In addition to providing shareholders with the opportunity to cast an advisory vote on executive compensation, we are providing shareholders with an advisory vote on how frequently we should seek an advisory vote on the compensation of our NEOs.

By voting on this Proposal 4, shareholders may indicate whether they would prefer an advisory vote on NEO compensation once every1,2, or 3 years.

The Board has determined that holding an advisory vote on executive compensation every year is the fiscal year ended February 1, 2020 about Common Stockmost appropriate policy for the Company at this time, and recommends that may be issued uponshareholders vote for future advisory votes on executive compensation to occur every year. Many elements of our executive compensation program are reviewed and determined annually, including base salary, performance-based cash awards under the exercise of optionsCompany’s EMBP, and rights that have been or may be granted to employeeslong-term incentive grants under the 2019 EIP. Holding an annual advisory vote on executive compensation would more closely coincide with these decisions, promote corporate transparency and members of the Board under allshareholder awareness of the Company’s existing equity compensation plans.

Plan Category
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1) (#)

 
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(2) ($)

 
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities to be issued as reflected in column (1))
(3) (#)

 
Equity compensation plans approved by the Company’s shareholders (a)
12,277,735
(b) 
53
 11,630,884
(c) 
Equity compensation plans not approved by the Company’s shareholders (d)
6,507
 5
 
 
TOTAL12,284,242
 53
 11,630,884
 
policies and practices and also provides the Company with more direct and immediate feedback on our compensation disclosures and practices.

Shareholders will be able to specify one of four choices for this proposal on the proxy card: 1 year, 2 years, 3 years, or abstain. Shareholders are not being asked to approve or disapprove the Board’s recommendation, but rather to indicate their own choice from among the frequency options. The option of 1 year, 2 years or 3 years that receives the highest number of votes cast by shareholders will be the frequency for future advisory votes on executive compensation that has been selected by shareholders. Because this vote is advisory, it is not binding on the Board or the Company. However, the Board values the opinions of our shareholders and will consider the outcome of the vote when setting the frequency of future advisory votes on executive compensation.

71

(a)Consist of the 2004, 2010 and 2019 Equity Incentive Plan and the Employee Stock Purchase Plan. Performance share units and restricted stock units do not have an exercise price and therefore have been excluded from the weighted average exercise price calculation in column (2).

2023 Proxy Statement

(b)Includes 36,109 of deferred Director awards and 94,150 related to deferred performance share units.
(c)Includes 10,307,269 shares from the 2019 Equity Incentive Plan, and 1,323,615 shares from the Employee Stock Purchase Plan.
(d)Consist of plans created in connection with our subsidiaries.

Table of Contents



60

PROPOSAL 5:  APPROVAL OF THE NORDSTROM, INC. - 2020 Proxy Statement



PROPOSAL 4APPROVAL OF AN AMENDMENT TO THE NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN
 AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

The Board recommends a vote FOR this proposal.

Shareholders are being asked to vote on a proposal to approve an amendment to the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan (the “Plan”). The Company has granted equity awards to its employees and directors under Nordstrom equity compensation plans since 1977 as part of a long-heldlong-held approach to pay for performance. All of the Company’s prior plans have expired or were terminated when the Shareholdersshareholders approved the Plan at the 2019 Annual Meeting of Shareholders. The Plan was subsequently amended at the 2020 Annual Meeting of Shareholders to increase the reserves for issuance by the Company by 15,000,000shares to 24,500,000shares (the “Prior Approval”).

At the time of the Prior Approval, the Company anticipated that the total number of shares available for grant under the Plan would last for significantly more than a year, however, concerns about the effect of the novel coronavirus (COVID-19) have had dramatic impacts on the world’s equity markets. The shares of retailers, such as the Company, have been particularly impacted as governments and municipalities around the world have issued orders temporarily requiring non-essential businesses to suspend operations, causing declines in consumer spending and disruption of retail supply chains. As a consequence of all these factors, the closing price of the Company’s Common Stock as of the record date, March 11, 2020, was $24.03, a decline of 45% from the closing price on the record date for the Prior Approval, March 15, 2019, and a decline of almost 40% from our closing price on December 31, 2019. In addition, as of March 11, 2020, 100% of our outstanding stock options were underwater, with a weighted-average exercise price of $52.31 per share and individual option exercise prices ranging up to $75.23 per share.

As we move forward, we believe it is important the Company have the ability to use stock-basedstock-based compensation to attract and retain key talent, provide employees with a stake in our future recovery andthe Company’s success, for those employees we will be relying on, and align our team with long-termlong-term shareholder outcomes.

Following this dramatic and unexpected decline in

Absent shareholder approval, as a result of the volatility of the price of the Company’s Common Stock, the number of shares remaining available for grant under the Plan is nowmay become insufficient to meet the Company’s anticipated needs in 2024  both with respect to its annual compensatory award cadence for 2021awards, as well as any potential need to address employee retention concerns during this unprecedented time.concerns. Accordingly, the Compensation, People and Culture Committee (the “Committee”) of the Company’s Board of Directors approved on March 27, 2020February 28, 2023 an additional 15,000,000shares for issuance under the Plan, subject to shareholder approval. Therefore, we are asking the Company’s shareholders to approve this amendment to the Plan which will reserve an additional 15,000,000 sharesto increase the reserves for issuance under the Plan. Weby 15,000,000shares, which we expect to last 2-3 years. In addition, we have not made any other changes toamended the Plan, since the Prior Approval and continueamong other things, to maintain limits on the numberadd a limit of shares of Common Stock$750,000 to non-employee Director compensation that maycan be granted pursuant to an award to any participant in a singleduring the fiscal year.

year (including cash and stock).

Equity compensation is also fundamental to our compensation philosophy and core objectives of paying for performance and aligning the interests of employees with those of shareholders. A significant portion of our employees’ compensation is provided in the form of equity. We believe that equity awards, and the potential they hold for appreciation through an increase in our stock price,

support our pay-for-performancepay-for-performance philosophy, provide further incentive to our employees to focus on creating long-termlong-term shareholder value and create an ownership culture that links employees’ interests with those of our shareholders and our long-termlong-term results, performance, and financial condition.

The highlights of the Plan, as amended for this share request, are set forth below. Specifically, the Plan:

reserves for issuance by the Company 24,500,000 of 39,500,000shares, representing the 9,500,000 24,500,000shares available after the Prior Approval plus the 15,000,000shares added as a result of the amendment to the Plan;

requires each share issued as part of a full-valuefull-value award, such as a grant of unrestricted shares, restricted shares, restricted stock units or performance share units, and dividend equivalents to count as 1.6shares for purposes of determining shares remaining available for grant;

prohibits liberal share recycling as shares not issued as a result of the net settlement of an outstanding stock appreciation right or stock option; shares used to pay the exercise price or withholding taxes related to an outstanding award; or shares repurchased on the open market with the proceeds of a stock option exercise price will not be returned to the 2019 Plan;

provides for “double trigger” rather than “single trigger” accelerated vesting, meaning awards will be accelerated as the result of a change in control where the participant’s employment is involuntarily terminated without cause or the participant terminates for “good reason” within 12 months following a change of control and with respect to performance-basedperformance-based awards allowallowing for acceleration of vesting at target if actual performance cannot be determined upon a qualifying termination;

establishes one year as the minimum period for vesting of all awards, provided that the Committee may grant awards that vest in less than one year if the total number of such shares does not exceed 5% of the available shares authorized for issuance under the 2019 Plan;

prohibits the issuance of dividends or dividend equivalents on stock options and stock appreciation rights and prohibit delivery of dividends or dividend equivalents on all other types of awards unless such awards are earned and vested;

prohibits the repricing of stock options or stock appreciation rights without shareholder approval;

subjects all awards to the Company’s clawback policy as described on page 39;46; and

prohibits the transfer of awards, except in the context of death or as otherwise required by law, or as approved by the Committee.



NORDSTROM, INC. - 2020 Proxy Statement 61



Shares Available under Plans

As of the record date,Record Date, the Company had available for issuance 5,608,098 9,762,653shares under the Plan. In addition, the Plan permits the Company to issue shares if they are forfeited under awards previously issued under two of the Company’s prior (and now terminated) plans: the 2010 Equity Incentive Plan and the 2004 Equity Incentive Plan.

2023 Proxy Statement

72

Table of Contents

PROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLAN

The following table shows information regarding outstanding options and full-valuefull-value awards as of March 11, 2020April10, 2023 under the 2010 Equity Incentive Plan and the Plan.

Outstanding Options (#)
 

Weighted Average Exercise Price
($)

 
Weighted Average Remaining Years of Contractual Life
(#)

 
Unvested Full Value Awards
 (#)*

8,297,627
 52.31
 4.26
 5,814,143
*Includes restricted stock units and performance share units granted at maximum. Each outstanding full value award reduces the shares available for grant under the 2019 Equity Incentive Plan by 1.6 shares.

Outstanding Options (#)

 

Weighted Average
Exercise Price
($)

 

Weighted Average Remaining
Years of Contractual Life
(#)

 

Unvested Full Value  
Awards  
(#)*  

8,398,633

 

34.56

 

6.04

 

6,636,085

Includes restricted stock units and performance share units granted at maximum. Each outstanding full value award reduces the shares available for grant under the 2019 Equity Incentive Plan by 1.6shares.

Summary of Plan Terms

The following is a summary of the Plan, a complete copy of which has been filed with the Securities and Exchange CommissionSEC as Appendix B to this Proxy Statement and is also available on the SEC’s website at www.sec.gov.www.sec.gov. This summary is qualified in its entirety by the actual terms of the Plan, which are incorporated herein by this reference.

Participants

Participants

Eligible participants include the Company’s and its subsidiaries’:

employees; and

nonemployee

non-employee directors.

The Plan is broad enough to cover all of the Company’s and its subsidiaries’ full- or part-timepart-time employees and nonemployeenon-employee directors, consisting of approximately 69,00060,000 people as of the Record Date. As of the filing date for this Proxy Statement, a majority of these employees are currently furloughed or scheduled for zero hours as a result of COVID-19, however employees may be called to return to work at any time as circumstances permit. The Company currently grants equity to approximately 665615 eligible employees approximately 525 of our highest-performing salespeople and its nonemployeenon-employee directors.

Purpose

Purpose

The purpose of the Plan is to promote the long-termlong-term success of the Company and its subsidiaries and the creation of shareholder value by:

motivating participants to focus on the Company’s critical long-rangelong-range objectives;

encouraging the attraction and retention of employees and nonemployeenon-employee directors; and

aligning participant and shareholder interests through stock ownership.

Administration

Administration

The Committee administers the Plan, except that it may also appoint a secondary Board committee or one or more senior executive officers to administer the Plan with respect to employees who are not considered executive officers under Section 16 of the Securities

Exchange Act of 1934, as amended (“Exchange Act”).Act. The Committee may delegate certain day-to-dayday-to-day administrative duties under the Plan to the Company’s Compensation Department (or similar department).
Awards

Awards

The types of awards that may be made under the Plan are:

options to purchase shares of Common Stock;

stock appreciation rights;

unrestricted shares of Common Stock;

restricted shares of Common Stock;

restricted stock units; and

performance share units.

Share Limits and Vesting Requirements

Share Limits and Vesting Requirements

As originally approved, the limit on the number of shares of Common Stock that may be delivered under the Plan through the issuance of any type of award could not exceed (i) 9,500,00024,500,000 plus (ii) any shares currently underlying awards outstanding under the 2010 Equity Incentive Plan and 2004 Equity Incentive Plan but which are forfeited or which expire without exercise during the term of the Plan. If approved by the shareholders, this amendment to the Plan will authorize an additional 15,000,000 for issuance under the Plan.

73

2023 Proxy Statement

Table of Contents

PROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLAN

The maximum number of shares that are available for grant under the Plan are subject to reduction by 1.6shares for each share that is delivered in settlement of an award of unrestricted shares, restricted shares, restricted stock units, performance share units, dividends and dividend equivalents. When a share is delivered in settlement of one of the foregoing types of awards, the maximum is reduced by 1.6shares and when a share is delivered in settlement of an option or stock appreciation right, the maximum is reduced by one share.

All awards granted under the Plan shall vest no earlier than the first anniversary of the date of grant provided that up to 5% of the authorized shares under the Plan (including all unrestricted shares of Common Stock) may be granted without this limit.

The Plan also sets forth limitsa limit of $750,000 on the number of shares of Common Stocknon-employee Director compensation that maycan be granted pursuant to an award toduring any participant in a single fiscal year as follows. No participant may receive:




62 NORDSTROM, INC. - 2020 Proxy Statement


options to purchase more than 500,000 shares of Common Stock;
more than 500,000 stock appreciation rights;
more than 100,000 unrestricted shares of Common Stock;
more than 500,000 restricted shares of Common Stock;
more than 500,000 restricted stock units; or
more than 500,000 performance share units.
Options
(including cash and stock).

Options

Options may be incentive stock options that qualify for favorable tax treatment for the optionee under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”)IRC or nonqualified stock options not designed to qualify for favorable tax treatment. Incentive stock options may only be granted to employees. Each option agreement will specify the type of option and the date or event when all or any installment of the option is to become exercisable. The Company has historically granted nonqualified options with a four-yearfour-year vesting period. The option agreement will also specify the term of the option, provided, however, that the term of an option will in no event exceed 10 years from the date of grant. An option agreement may provide for accelerated exercisability in the event of the optionee’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service.

The exercise price of an option may not be less than 100% of the fair market value of Common Stock on the date of grant. Options may not be repriced.

At the Committee’s discretion, the exercise price of an option may be paid with:

cash;

cash equivalents;

the delivery of outstanding shares of Common Stock;

the cashless exercise method through a broker;

a net exercise method through a broker; or

a combination of these methods.

No dividend or dividend equivalent rights shall accrue or be paid with respect to options.

Stock Appreciation Rights

Stock Appreciation Rights

Stock appreciation rights may be granted with such terms and conditions as may be determined by the Committee provided, however, that the term of a stock appreciation right may not exceed 10 years from the date of grant. Each grant will be evidenced by a stock appreciation rights agreement, which will specify the number of shares of Common Stock to which the right pertains. The agreement will also specify the exercise price, the date when all or any installment is to become exercisable and the term of the stock appreciation right. The agreement may provide for accelerated exercisability in the event of the optionee’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service. Stock appreciation rights may be awarded in combination with options, and such an award may provide that the stock appreciation rights will not be exercisable unless the related options are forfeited.

At the Committee’s discretion, upon exercise of a stock appreciation right, the participant (or person having the right to exercise the right after his or her death) will receive:

cash;

shares of Common Stock; or

any combination of both.

The exercise price of a stock appreciation right may not be less than 100% of the fair market value of Common Stock on the date of grant. Stock appreciation rights may not be repriced.

No dividend or dividend equivalent rights shall accrue or be paid with respect to stock appreciation rights.

Unrestricted Shares

Unrestricted Shares

Shares not subject to vesting may be awarded for such consideration, consisting of any tangible or intangible property or benefit to the Company, including services performed and contracts for services, as the Committee may determine.

2023 Proxy Statement

74

Table of Contents

PROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLAN

Restricted Shares

Restricted Shares

Restricted shares may be granted with such terms and conditions as the Committee may determine. These restricted shares may be awarded for such consideration, consisting of any tangible or intangible property or benefit to the Company, including services performed and contracts for services, as the Committee may determine.

Each award of restricted shares will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the restricted share agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company equal or exceed a target determined in advance by the Committee. A restricted share agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the recipient’s service.

The holders of restricted shares will have the voting, dividend and other rights as set forth in their restricted share agreement, and may have the same voting, dividend or other rights as the Company’s other shareholders provided that any dividends accrued on restricted shares shall be held in escrow by the Company and shall only be paid if and when restricted shares vest, in cash or in shares of unrestricted Common Stock having a fair market value equal to the amount of such dividends. Common Stock distributed to the holder of restricted shares on account of a stock split or stock dividend will be subject to restrictions and risk of forfeiture to the same extent as the restricted shares with respect to which such Common Stock has been distributed.

Restricted Stock Units

Restricted Stock Units

Restricted stock units may be granted with such terms and conditions as the Committee may determine. Each award of restricted stock units will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the restricted stock unit agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company exceed a target determined in advance by the Committee. A restricted stock unit agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the recipient’s service.



NORDSTROM, INC. - 2020 Proxy Statement 63



The holders of restricted stock units will not have voting or dividend rights. Prior to settlement or forfeiture, any restricted stock unit may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right will entitle the holder to be paid an amount in cash or stock equal to the dividends that would have been paid if the restricted stock units had been issued and outstanding shares of Common Stock as of the record date for the payment of dividends, subject to applicable withholding taxes, if and when the restricted stock units vest.

At the discretion of the Committee, settlement of vested units may be made in the form of:

cash;

shares of Common Stock (unrestricted or restricted shares); or

any combination of both.

Performance Share Units

Performance Share Units

Performance share units may be granted with such terms and conditions as the Committee may determine. Performance share units are designated in shares of Common Stock.

Each award of performance share units will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the performance share unit agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company exceed a target determined in advance by the Committee. A performance share unit agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of the performance period in the event of the termination of the recipient’s service.

A holder of performance share units will have no rights to dividends and will not be entitled to vote such units. Prior to settlement or forfeiture, any performance share unit may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right will entitle the holder to receive, if and when the applicable performance share units vest, an amount in cash or stock equal to the dividends that would have been paid if the performance share units had been settled in shares of Common Stock on or before the record date for any dividends declared on the Company’s Common Stock, subject to applicable withholding taxes.

At the discretion of the Committee, settlement of vested performance share units may be made in the form of:

cash;

shares of Common Stock; or

any combination of both.

75

2023 Proxy Statement

Table of Contents

PROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLAN

Change in Control

In the event of a change of control, outstanding awards shall continue in Control

effect or be assumed, or an equivalent award substituted, by the successor corporation. Under the Plan, the vesting and exercisability of the awards will accelerate, in whole or in part, upon (i) a “qualifying termination” within 12 months following (ii) a change in control. A “qualifying termination” means an involuntary, employer-initiatedemployer-initiated termination without cause or a voluntary termination for good reason. Upon a change in control,Notwithstanding, if the Committee may also allow for a cash paymentsuccessor corporation refuses to assume or substitute the award, then the CPCC shall provide for the assumption, substitution or exchangecancellation of the vested portion of any such award in exchange for either an amount of cash (or stock, other securities or all outstanding awards.
Federal Income Tax Consequences
other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration.

Federal Income Tax Consequences

The tax consequences of the Plan are complex, and the following discussion deals only with general tax principles applicable to the Plan under federal law.

Incentive stock options are options which under certain circumstances and subject to certain tax restrictions, have special tax benefits for employees under the Internal Revenue Code.IRC. Nonqualified stock options are options which do not receive such special tax treatment.

When the Committee grants an incentive stock option and when the participant exercises an incentive stock option and acquires Common Stock, the participant realizes no taxable income and the Company can claim no deduction. (However, the differences between the fair market value of the shares upon exercise and the exercise price is an item of tax preference subject to the possible application of the alternative minimum tax.) If the participant disposes of the stock before two years from grant or one year from exercise of the incentive stock option (a disqualifying disposition), any gain will be deemed compensation and taxed as ordinary income to the extent of the lesser of:

the spread between the option price and the fair market value of the stock at exercise; or

the difference between the sale price and the exercise price.

If a disqualifying disposition occurs, the Company can claim a deduction equal to the amount treated as compensation. If one- and two-yeartwo-year holding periods are satisfied, any gain realized when the shares are sold will be treated as capital gain, and the Company will receive no corresponding tax deduction.

When the Committee grants a nonqualified stock option, the participant realizes no taxable income and the Company can claim no deduction. On exercise of a nonqualified stock option, the participant realizes ordinary income to the extent of the spread and the Company can claim a tax deduction for the same amount.

When the Committee grants a stock appreciation right, the participant realizes no taxable income and the Company can claim no deduction. The cash or fair market value of stock received on a stock appreciation right exercise is taxed to the participant at ordinary income rates. The Company can claim a tax deduction in the same amount at such time.

Upon grant of unrestricted shares, the participant realizes ordinary income equal to the fair market value of the Common Stock on the date of grant and the Company can generally claim a tax deduction for the same amount.

Grants of restricted shares are generally not taxable to participants at the time of grant and the Company generally claims no deduction at that time. The Company receives a deduction and the participant recognizes taxable income equal to the fair market value of the stock at the time the restrictions lapse (i.e., at the time the restricted shares vest), unless the participant elects, within thirty days of notification of the award, to recognize the income on the award date, in accordance with CodeIRC Section 83(b) (an “83(b) election”). If the participant makes an 83(b) election, the Company receives a corresponding deduction at the time of grant. Any dividends received on restricted shares prior to the date the participant recognizes income on the stock are taxable compensation income when received and the Company is entitled to a corresponding tax deduction at such time.



64 NORDSTROM, INC. - 2020 Proxy Statement


The grant of restricted stock units and performance share units generally does not result in taxable income to the participant. Upon vesting, the number of shares issued or cash paid is treated as ordinary income, and the Company is entitled to a corresponding tax deduction at such time.

New Plan Benefits

New Plan Benefits

The Committee has full discretion to determine the number and amount of options, stock appreciation rights, unrestricted and restricted shares, and restricted share units and performance share units to be granted to participants, subject to the annual limitations described on pages 62 and 63.participants. Therefore, the benefits and amounts that will be received by each of the Named Executive Officers,NEOs, the executive officers as a group, nonemployeenon-employee directors and all other employees under the Plan are not presently determinable. The fair market value as of the close of trading on March 11, 2020April10, 2023 was $24.03$16.64 per share.

Term, Termination and Amendment

Term, Termination and Amendment

The Plan will remain in effect until May 29, 2029, unless earlier terminated by the Board. The Board may, at any time and for any reason, amend the Plan. An amendment of the Plan will be subject to the approval of the Company’s shareholders to the extent required by applicable laws, regulations or rules.

2023 Proxy Statement

76

Table of Contents



PROPOSAL 6:  APPROVAL OF THE NORDSTROM, INC. - 2020 Proxy Statement 65




PROPOSAL 5APPROVAL OF THE NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

The Board recommends a vote FOR this proposal.

At the Annual Meeting, Shareholders will be asked to approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”). Shareholder approval of this amendment to the Plan will:


will increase the maximum number of shares of Common Stock authorized for issuance under the Plan by 3,500,000 shares;
revise the definition of eligible compensation to exclude bonus compensation; and
increase the maximum contribution rate from ten percent (10%) of eligible compensation to fifteen percent (15%) of eligible compensation.
shares.

The Plan offers eligible employees the opportunity to acquire a stock ownership interest in the Company through periodic payroll deductions that are applied towards the purchase of Common Stock at a discount from the then-currentthen-current market price.

The Plan was originally adopted by the Board of Directors (the “Board”) in November 1999 and was approved by our Shareholdersshareholders in May 2000. On threeseveral occasions since the original adoption of the Plan, the Board and the Compensation, People and Culture Committee (the “Committee”) have adopted and put before shareholders for approval amendments to the Plan. Those amendments have addressed changes in law applicable to the Plan and have also increased the number of shares of Common Stock which may be purchased under the Plan to a total of 12,600,000 16,100,000shares. As of March 11, 2020,April10, 2023, out of the authorization of 12,600,000 16,100,000shares, there were 1,323,615 1,871,175shares available for future purchase under the Plan. In February 2020,2023, at the recommendation of the Committee, the Board approved the amendment and restatement (collectively, the “Amendment”) of the Plan which, if approved by the Shareholders,shareholders, will increase the aggregate number of shares of Common Stock that may be purchased under the Plan as of the Record Date by 3,500,000shares, to a total of 16,100,00019,600,000 shares.

The primary purpose of the Amendment is to ensure that Nordstrom will have a sufficient reserve of Common Stock available under the Plan to provide eligible employees of the Company and its participating subsidiaries with the continuing opportunity to acquire an ownership interest in the Company through participation in the Plan. In addition, the amendment revises the definition of eligible compensation to remove bonuses and compensation related to vesting of restricted stock units or performance share units and similar items resulting from grants or awards under any stock-based compensation programs. The Committee will determine whether a particular item is included in the definition of eligible compensation. The amended definition provides clarification regarding compensation related to vesting of equity awards that is


consistent with the Committee’s historical interpretation of the Plan and administrative practices. Bonuses were eliminated from eligible compensation to simplify administration. To compensate for the elimination of bonus compensation from eligible compensation, the Amendment also increases the maximum contribution rate from ten percent (10%) of eligible compensation to fifteen percent (15%) of eligible compensation.

In addition, the Amendment includes changes designed to: (i) update provisions within the Plan related to the determination of fair market value by reference to the price of the Company’s shares on the NYSE; (ii) clarify the treatment of share purchases under the Plan in the event of the death of a Plan participant; and (iii) make minor clarifying changes to the enrollment process and transferability of interests under the Plan.

The Board also approved amendments to the Plan to require the Company to maintain a record of all participating subsidiaries of the Company for purposes of the Plan, and approved other minor editorial amendments. These administrative changes do not require shareholder approval.

The following is a summary of the principal features of the Plan. This summary is qualified in all respects by reference to the full text of the Plan, which has been filed with the SEC, in amended and restated form, as Appendix C to this Proxy Statement.


Summary of the Plan


Shares of Common Stock are offered under the Plan through a series of consecutive offering periods, each with a maximum duration of six months. Offering periods commence each April 1 and October 1. Purchases occur on the last trading day of each March and September.

With certain exceptions, any eligible employee of the Company or of a participating subsidiary on February 1 who remains an employee through April 1 may participate in the offering period commencing April 1, and any employee of the Company or a participating subsidiary on August 1 who remains an employee through October 1 may participate in the offering period commencing October 1. The price at which the employee may purchase the Common Stock is 90% of the closing price for the Common Stock as reported by the New York Stock ExchangeNYSE on the day the offering period terminates. An employee may elect to have up to 15% of his or her compensation withheld for the purpose of purchasing Common Stock under the Plan. As of the last day of each offering period, each participant is deemed to have been granted an option to purchase up to the lesser of (i) 1,000shares or (ii) that whole number of shares determined by dividing the amount of the participant’s compensation withheld during the offering period by 90% of the fair market value of the Common Stock as determined at the end of the offering period.



66 NORDSTROM, INC. - 2020 Proxy Statement


Unless the participant elects to withdraw prior to the end of an offering period, each participant who continues to be employed as an employee by the Company or a participating subsidiary as of the end of an offering period is deemed to have exercised the option and purchased on such date the number of shares as may be purchased with the amount of his or her payroll deductions at the offering price (subject to the maximum number covered by his or her option). If employees subscribe to purchase more than the number of shares of Common Stock available during any offering, the available shares are allocated on a pro-ratapro-rata basis to subscribing employees.

The Board may at any time amend, suspend or terminate the Plan. However, except in connection with certain reorganizations or recapitalizations of the Company, any increase in the aggregate number of shares of Common Stock issuable under the Plan is subject to approval by a vote of the Shareholders. Moreover, the Plan will automatically terminate on the date on which all shares available for issuance thereunder are sold pursuant to exercised purchase rights.

The Plan is administered by the Committee, which is authorized to make rules and guidelines regarding the administration and interpretation of the Plan and to determine which of the company’s subsidiaries’ employees of the Company may participate in the Plan. All costs and expenses incurred in plan administration are paid by the Company without charge to participants.

77

2023 Proxy Statement

Table of Contents

PROPOSAL 6: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED EMPLOYEE STOCK PURCHASE PLAN

Federal Income Tax Consequences

Federal Income Tax Consequences

The Plan is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”),IRC, which provides that the employee does not have to pay federal income tax with respect to shares purchased under the Plan until he or she sells the shares.

If the employee has owned the shares for more than one year and sells or otherwise disposes of them at least two years after the day the offering period commenced, the employee will recognize ordinary income in the year of sale or disposition equal to the lesser of (i) ten percent (10%) of the market price of the shares on the date the offering period commenced or (ii) the excess of the amount realized on the disposition over the price paid. Any additional gain upon the sale or disposition will be taxed as a long-termlong-term capital gain. The Company will not be entitled to an income tax deduction with respect to such sale or disposition.

If an employee sells or otherwise disposes of the shares before he or she has owned them for more than one year or before the expiration of a two-yeartwo-year period commencing on the day the offering period commenced, that employee will recognize ordinary income in the year of sale or disposition equal to the difference between the purchase price and the fair market value of the shares on the date of purchase, and the Company will be entitled to an income tax deduction for the same amount for the taxable year in which such disposition occurs. Any additional gain or loss recognized on the sale or disposition of the stock will be short-termshort-term or long-termlong-term capital gain or loss, depending on how long the employee owned the stock.

New Plan Benefits

New Plan Benefits

Participation in the Plan is entirely within the discretion of the eligible employees of the Company. As a result, the Company cannot forecast the extent of future participation. Therefore, the Company has omitted the tabular disclosure of the benefits or amounts allocated under the Plan.

Recommendation of the Board of Directors

The Board of Directors believes that it is in the best interests of the Company and its Shareholdersshareholders to approve the Plan in order to provide current and prospective employees of the Company and participating subsidiaries with the continuing opportunity to acquire equity interests in the Company through the Plan, to revise the definition of eligible compensation and to increase the maximum contribution rate from ten percent (10%) of eligible compensation to fifteen percent (15%) of eligible compensation.Plan. Therefore, the Board believes that this amendmentAmendment to the Stock Purchase Plan will advance the interests of the Company’s shareholders. Absent the approval of this Proposal 5,6, it is anticipated that the reserve of Common Stock available for purchase under the Stock Purchase Plan may be exhausted byas soon as 2024, depending on fluctuations in the end of 2020,Company’s stock price, which would, at that time, result in the termination of the Plan.

2023 Proxy Statement

78

Table of Contents



NORDSTROM, INC. - 2020 Proxy Statement 67


PROPOSAL 7:  ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025

The Board recommends a vote FOR this proposal.

The Board adopted the Rights Plan on September 19, 2022 to protect the interests of the Company and all shareholders from the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium. The Board believes that it is in the best interests of the Company and all shareholders to extend the Rights Plan until September 19, 2025, with the Board retaining the ability to terminate the Rights Plan prior to such date if warranted.

While shareholder approval is not required to extend the Rights Plan, the Board is asking shareholders to approve this advisory vote on the extension of the Rights Plan as part of the Board’s commitment to good corporate governance and to ensure that shareholders have an opportunity to voice their feedback on this important matter. Although the outcome of this proposal is non-binding, the Board will carefully consider the outcome of this proposal in considering whether to extend the Rights Plan.

Rationale for Extension of the Rights Plan

On September 19, 2022, the Board adopted a Shareholder Rights Agreement, by and between the Company and Computershare Trust Company, N.A., as rights agent, and declared a dividend of one common stock right for each outstanding share of Common Stock (the “Rights”) to shareholders of record at the close of business on September 30, 2022. See “Summary Description of the Rights Plan” below for more information about the Rights Plan.

The Rights Plan is similar to plans adopted by other public companies and is intended to protect the interests of the Company and all Nordstrom shareholders. As announced at the time of its adoption, the Rights Plan:

Reduces the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium;

Helps ensure that the Board has sufficient time to make informed, deliberate decisions that are in the best interests of the Company and all shareholders;

Applies equally to all current and future shareholders of the Company;

Was not adopted in response to any specific takeover bid or other proposal to acquire control of the Company; and

Is not intended to deter offers that are fair and otherwise in the best interests of all shareholders.

The Board adopted the Rights Plan four days after El Puerto de Liverpool, S.A.B. de C.V. (“Liverpool”) disclosed it had acquired 9.9% of the Company’s Common Stock. Liverpool is a retailer operating mid- and high-end department stores in Mexico. While representatives of the Company had occasionally crossed paths with representatives of Liverpool before this date, such as at industry conferences, the Company was unaware that Liverpool was making an investment in the Company until shortly before Liverpool’s disclosure of their ownership stake.

In light of Liverpool’s rapid open-market share accumulation and the uncertainty regarding Liverpool’s intentions towards the Company, among other factors, the Board determined it was appropriate to adopt the Rights Plan. In making this determination, the Board also considered that if either Liverpool or members of the Nordstrom family increased their ownership, their combined ownership could determine the outcome of most shareholder votes if they voted together. The Rights Plan prevents Liverpool and members of the Nordstrom family from increasing their ownership of Common Stock and prevents Liverpool or any other shareholder from forming a “group” with members of the Nordstrom family, in each case except as permitted by the Rights Plan (including increases in beneficial ownership through the exercise of options and the vesting of restricted stock units granted by the Company).

In addition, on March6, 2023, RC Ventures LLC (“RC Ventures”), an investment vehicle of Ryan Cohen, disclosed to the Company that it owned 4.2% of the Company’s common stock and formally requested a waiver from the Rights Plan that would permit RC Ventures to acquire up to 19.9% of the Company’s Common Stock (above the 10% trigger of the Rights Plan). If RC Ventures were permitted to and did acquire 19.9% of the Common Stock, then shareholders other than members of the Nordstrom family, Liverpool and RC Ventures (the “Other Public Shareholders”) would collectively own less than 40% of the outstanding Common Stock.

The Rights Plan will terminate in accordance with its terms on September 19, 2023. The Board believes that it is in the best interests of the Company and all shareholders to extend the Rights Plan until September 19, 2025 for the following reasons:

Deters a Creeping Acquisition of Control: The Rights Plan reduces the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium. As a result of the Rights Plan, no shareholder can acquire beneficial ownership (as defined in the Rights Plan) of 10% or more of the Company’s Common

79

2023 Proxy Statement

Table of Contents

PROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025

Stock, including by forming a “group” with other shareholders with total ownership in excess of that threshold. Likewise, the Rights Plan operates to prevent the Nordstrom family from forming a “group” with other shareholders or acquiring additional shares of Common Stock other than in accordance with the Rights Plan. Under the Rights Plan, Anne E. Gittinger, Bruce A. Nordstrom, Erik B. Nordstrom, James F. Nordstrom and Peter E. Nordstrom and their respective affiliates and associates are collectively “grandfathered,” but they cannot acquire additional shares of Common Stock (including by forming a “group” with shareholders other than these persons) except in accordance with the Rights Plan (including increases in beneficial ownership through the exercise of options and the vesting of restricted stock units granted by the Company).

As of April10, 2023 (or the earlier date set forth under Security Ownership of Certain Beneficial Owners and Management), Liverpool beneficially owned 9.76% of the outstanding Common Stock, and Anne Gittinger, Bruce Nordstrom, Erik Nordstrom, James Nordstrom and Peter Nordstrom beneficially owned 30.23% of the outstanding Common Stock in aggregate. In the absence of the Rights Plan, these persons could freely increase their beneficial ownership, which could result in these persons collectively holding a majority of the outstanding Common Stock.

Enables the Board to Respond to Unsolicited Acquisition Proposals: The Rights Plan helps ensure that the Board has sufficient time to make informed, deliberate decisions that are in the best interests of the Company and all Nordstrom shareholders. The Rights Plan is not intended to deter offers that are fair and otherwise in the best interests of all Nordstrom shareholders, but does give the Board the ability to defend shareholders against abusive or coercive takeover tactics by a potential acquirer that could be used to gain control of the Company without the acquirer paying all shareholders a fair price for their shares, including a partial or two-tier tender offer that fails to treat all shareholders equally.

Ensures the Other Public Shareholders Have the Ability to Reject a Merger Proposal: Under Washington corporate law, approval of a merger of the Company generally requires the approval of two-thirds of the votes entitled to be cast on the approval. RC Ventures has stated that, as of March6, 2023, it beneficially owned 4.2% of the outstanding Common Stock and requested an exemption to purchase up to 19.9% of the Company’s Common Stock. If RC Ventures acquired 19.9% of the outstanding shares and RC Ventures, members of the Nordstrom family, and Liverpool all supported a merger of the Company, the merger would only require the support of approximately an additional 10% of outstanding shares to be approved.

The vote on this proposal will inform the Board’s independent decision in the exercise of its fiduciary duties as to whether it is advisable and in the best interests of the Company and its shareholders to extend the Rights Plan. Accordingly, the Board retains the authority to extend the Rights Plan, with or without amending one or more of its provisions, whether or not shareholders approve this proposal. Likewise, even if shareholders approve this proposal, the Board may determine not to extend the Rights Plan or, at any time during the term of the Rights Plan, may determine that the Rights Plan should be terminated, further extended, or otherwise amended.

If the Rights Plan is extended, Erik Nordstrom and Peter Nordstrom would be restricted in their acquisition of additional shares of Common Stock except to the extent such acquisitions were permitted by the Rights Plan.

Summary Description of the Rights Plan

The Rights. The Rights will attach to any shares of Common Stock that become outstanding after the record date for the Rights Plan and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described in the Rights Plan.

Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case of uncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the Rights Plan by reference, and the Rights are transferable with and only with the underlying shares of Common Stock.

Until the Distribution Time, the surrender for transfer of any shares of Common Stock will also constitute the transfer of the Rights associated with those shares. As soon as practicable after the Distribution Time, separate rights certificates will be mailed to holders of record of Common Stock as of the Distribution Time. From and after the Distribution Time, the separate rights certificates alone will represent the Rights.

The Rights are not exercisable until the Distribution Time. Until a Right is exercised, its holder will have no rights as a shareholder of the Company, including the right to vote or to receive dividends.

Separation and Distribution of Rights; Exercisability. Subject to certain exceptions, the Rights become exercisable and trade separately from Common Stock only upon the “Distribution Time,” which occurs upon the earlier of:

the close of business on the tenth (10th) day after the “Share Acquisition Date” (which is defined as (a) the first date of public announcement that any person or group has become an “Acquiring Person,” which is defined as a person or group that, together with its affiliates and associates, beneficially owns 10% or more of the outstanding shares of Common Stock (with certain exceptions, including those described below) or (b) such other date, as determined by the Board, on which a person or group has become an Acquiring Person) or

the close of business on the tenth (10th) business day (or such later date as may be determined by the Board prior to such time as any person or group becomes an Acquiring Person) after the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.

2023 Proxy Statement

80

Table of Contents

PROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025

An Acquiring Person does not include:

the Company or any subsidiary of the Company;

any officer, director or employee of the Company or any subsidiary of the Company in his or her capacity as such;

any employee benefit plan of the Company or of any subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of the Company or any subsidiary of the Company; or

any person or group that, together with its affiliates and associates, as of immediately prior to the first public announcement of the adoption of the Rights Plan, beneficially owns 10% or more of the outstanding shares of Common Stock so long as such person or group continues to beneficially own at least 10% of the outstanding shares of Common Stock and does not acquire shares of Common Stock (excluding as a result of any unilateral grant of any security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers or employees) to beneficially own an amount equal to or greater than the greater of 10% and the sum of the lowest beneficial ownership of such person or group since the public announcement of the adoption of the Rights Plan plus 0.1% of the then outstanding shares of Common Stock.

In addition, the Rights Plan provides that no person or group will become an Acquiring Person as a result of share purchases or issuances directly from the Company or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring Person if the Board determines that such person or group has become an Acquiring Person inadvertently and such person or group as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring Person.

Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended, are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts.

Anne E. Gittinger, Bruce A. Nordstrom, Erik B. Nordstrom, James F. Nordstrom and Peter E. Nordstrom and their respective affiliates and associates are deemed to be a “group” purely for purposes of the Rights Plan (even if such persons would not be considered to be part of a group under Regulation 13D of the Securities Exchange Act of 1934, as amended).

Expiration Time. The Rights will expire on the earliest to occur of (a) the close of business on September 19, 2023 (the “Final Expiration Time”), (b) the time at which the Rights are redeemed or exchanged by the Company (as described below) or (c) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person (the earliest of (a), (b) and (c) being herein referred to as the “Expiration Time”).

Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right.

For example, at an exercise price of $94.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $188.00 worth of Common Stock for $94.00. Assuming that Common Stock had a per share value of $18.80 at that time, the holder of each valid Right would be entitled to purchase 10shares of Common Stock for $9.40.

Flip-over Event. In the event that, at any time following the Share Acquisition Date, any of the following occurs (each, a “Flip-over Event”):

the Company consolidates with, or merges with and into, any other entity, and the Company is not the continuing or surviving entity;

any entity engages in a share exchange with or consolidates with, or merges with or into, the Company, and the Company is the continuing or surviving entity and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property; or

the Company sells or otherwise transfers, in one transaction or a series of related transactions, fifty percent (50%) or more of the Company’s assets, cash flow or earning power,

each holder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right.

Anti-dilution Adjustments. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution:

in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock,

if holders of the Common Stock are granted certain rights, options or warrants to subscribe for Common Stock or convertible securities at less than the current market price of the Common Stock or

upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

81

2023 Proxy Statement

Table of Contents

PROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025

With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least one percent (1%) of the exercise price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading day prior to the date of exercise.

Redemption; Exchange. At any time prior to the earlier of (i) the tenth (10th) day following the Share Acquisition Date or (ii) the Final Expiration Time, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to adjustment and payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board authorizing any redemption or at a later time as the Board may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.

At any time before any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial owner of fifty percent (50%) or more of the outstanding shares of Common Stock, the Company may exchange the Rights (other than Rights owned by the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate, whose Rights will have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment).

Amendment of the Rights Plan. The Company and the Rights Agent may from time to time amend or supplement the Rights Plan without the consent of the holders of the Rights. However, on or after the Share Acquisition Date, no amendment can materially adversely affect the interests of the holders of the Rights (other than the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate).

Miscellaneous. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of the acquiring company or in the event of the redemption of the Rights as described above.

Additional Information. A copy of the Rights Plan has been filed with the Securities and Exchange Commission as an exhibit to a registration statement on Form 8-A and a current report on Form 8-K. A copy of the Rights Plan is also available free of charge from the Company.

This description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Plan, which was filed as an exhibit to a Form 8-K filed by the Company with the SEC on September 20, 2022.

2023 Proxy Statement

82

Table of Contents

Back

EQUITY COMPENSATION PLANS

The following table provides information as of the fiscal year ended January 28, 2023 about Common Stock that may be issued upon the exercise of options and rights that have been or may be granted to employees and members of the Board under all of the Company’s existing equity compensation plans.

Plan Category

Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(1) (#)

Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(2) ($)

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities to be
issued as reflected in
column (1))
(3) (#)

Equity compensation plans approved by the Company’s shareholders(a)

13,694,556(b)

38

16,321,659(c)

Equity compensation plans not approved by the Company’s shareholders(d)

993

6

TOTAL

13,695,549

38

16,321,659

(a)  Consist of the 2010 and 2019 EIP and the ESPP. PSUs and RSUs do not have an exercise price and therefore have been excluded from the weighted average exercise price calculation in column (2).

(b) Includes 44,438 of deferred Director awards and 54,558 related to deferred PSUs.

(c) Includes 13,918,267shares from the 2019 EIP, and 2,403,392shares from the ESPP.

(d) Consist of plans assumed in connection with mergers and acquisitions.

83

2023 Proxy Statement

Table of Contents


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Beneficial Ownership Table

The following table shows the amount of Common Stock beneficially owned (unless otherwise indicated) by holders of more than 5% of the outstanding shares of Common Stock, by our Directors, by the Named Executive Officers,NEOs, and by all Directors and Executive Officers of the Company as a group. Except as otherwise noted, each of the reporting persons has sole voting and investment power with respect to the shares listed. Except as otherwise noted, all information is as of March 11, 2020.

Name of Beneficial Owner 
Amount and Nature of
Beneficial Ownership
(#)

 
Percent of
Ownership
(%)

(a)Peter E. Nordstrom 3,372,402
 2.15
(b)Erik B. Nordstrom 3,363,762
 2.14
(c)Kenneth J. Worzel 203,914
 *
(d)B. Kevin Turner 44,122
 *
(e)Anne L. Bramman 32,041
 *
(f)Brad D. Smith 29,072
 *
(g)Gordon A. Smith 22,097
 *
(h)Shellye L. Archambeau 22,096
 *
(i)Bradley D. Tilden 17,101
 *
(j)Tanya L. Domier 16,381
 *
(k)Stacy Brown-Philpot 12,744
 *
(l)Edmond Mesrobian 9,203
 *
(m)Kirsten A. Green 5,090
 *
(n)Glenda G. McNeal 5,090
 *
 James L. Donald 
 
 Mark J. Tritton 
 
(o)Directors and Executive Officers as a group (21 persons) 8,735,460
 5.52
      
      
 Greater than 5% Security Holders  
  
(p)
Bruce A. Nordstrom
   1617 Sixth Avenue
   Seattle, Washington 98101-1707
 25,241,423
 16.14
(q)
Anne E. Gittinger
   1617 Sixth Avenue
   Seattle, Washington 98101-1707
 15,403,460
 9.85
(r)
The Vanguard Group
   100 Vanguard Blvd.
   Malvern, PA 19355
 12,029,304
 7.69
(s)
Blackrock, Inc.
   55 East 52nd Street
   New York, NY 10055
 8,236,770
 5.27
April10, 2023.

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership
(#)

Percent of
Ownership
(%)

(a)

Erik B. Nordstrom

3,539,574

2.18%

(b)

Peter E. Nordstrom

3,483,992

2.15%

(c)

Kenneth J. Worzel

725,520

*     

(d)

Alexis DePree

133,161

*     

(e)

Michael W. Maher

90,692

*     

(f)

Edmond Mesrobian

78,761

*     

(g)

Bradley D. Tilden

67,198

*     

(h)

Stacy Brown-Philpot

33,740

*     

(i)

Kirsten A. Green

24,547

*     

(j)

Glenda G. McNeal

24,547

*     

(k)

James L. Donald

19,457

*     

(l)

Mark J. Tritton

19,457

*     

(m)

Amie Thuener O’Toole

6,043

*     

(n)

Atticus N. Tysen

1,910

*     

(o)

Eric D. Sprunk

*     

(p)

Anne L. Bramman

*     

(q)

Directors and Executive Officers as a group (18 persons)

9,680,877

5.98%

  

Greater than 5% Security Holders

  

  

(r)

Bruce A. Nordstrom
1617 Sixth Avenue
Seattle, Washington 98101

25,241,423

15.64%

(s)

El Puerto de Liverpool, S.A.B. de C.V. 
Mario Pani No. 200, Col. Santa Fé Cuajimalpa
Cuajimalpa, Ciudad de México, CP 05348, Mexico

15,755,000

9.76%

(t)

Anne E. Gittinger
1617 Sixth Avenue
Seattle, Washington 98101

15,404,437

9.54%

(u)

BlackRock, Inc.
55 East 52nd Street
New York, New York 10055

9,974,728

6.18%

(v)

The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

9,420,303

5.84%

*Does not exceed 1% of the Company’s outstanding Common Stock.

*Does not exceed 1% of the Company’s outstanding Common Stock.

2023 Proxy Statement

84

Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Peter E.Erik B. Nordstrom

Amount and nature of beneficial ownership includes:

2,600,814shares owned by him directly;

28,691shares held by him in the Company’s 401(k) Plan;

667,828shares that may be acquired by him through stock options exercisable within 60 days after April10, 2023;

42,646shares owned by his wife individually; and

199,595shares held by a trust of which he is the trustee.

(b) Peter E. Nordstrom

Amount and nature of beneficial ownership includes:

2,471,488shares owned by him directly, of which 230,000shares are pledged as collateral for loans and are in compliance with the Company’s policy regarding pledging;

33,741

36,860shares held by him in the Company’s 401(k) Plan;

484,422

667,828shares that may be acquired by him through stock options exercisable within 60 days after March 11, 2020;

April10, 2023;

175,533shares owned by his wife individually;

463

494shares held by his wife in the Company’s 401(k) Plan;

49,060shares held by trusts of which he is the trustee; and

157,695

82,728shares held by trusts of which he is the trustee, for which he has sole voting and dispositive power and for which he disclaims beneficial ownership.



68 NORDSTROM, INC. - 2020 Proxy Statement


(b) Erik B. Nordstrom

(c) Kenneth J. Worzel

Amount and nature of beneficial ownership includes:

2,586,634

88,239shares owned by him directly, of which 457,582 shares are pledged as collateral for loans and are in compliance withdirectly;

6,310 nonvoting stock units held under the Company’s policy regarding pledging;

25,935 NDCP;

5,326shares held by him in the Company’s 401(k) Plan;

484,422 and

625,645shares that may be acquired by him through stock options exercisable within 60 days after March 11, 2020;

42,646 shares owned by his wife individually; and
224,125 shares held by a trust of which he is the trustee.
(c) Kenneth J. Worzel
April10, 2023.

(d) Alexis DePree

Amount and nature of beneficial ownership includes:

32,369

75,081shares owned by her directly; and

58,080shares that may be acquired by her through stock options exercisable within 60 days after April10, 2023.

(e) Michael W. Maher

Amount and nature of beneficial ownership includes:

23,311shares owned by him directly;

5,901 nonvoting stock units held under the Company’s Deferred Compensation Plan;
4,544 shares held by him in the Company’s 401(k) Plan; and
161,100

67,381shares that may be acquired by him through stock options exercisable within 60 days after March 11, 2020.April10, 2023.

(f) Edmond Mesrobian

Mr. Mesrobian served as the Company’s Chief Technology and Information Officer until October 14, 2022. The following beneficial ownership information is based on information contained in the last Form 4 filed by Mr. Mesrobian with the SEC prior to October 14, 2022, adjusted to give effect to subsequent transactions through April10, 2023 of which the Company is aware in connection with employment-related equity awards:

78,761shares owned by him directly.

(d) B. Kevin Turner

(g) Bradley D. Tilden

Amount and nature of beneficial ownership includes:

44,122 shares owned by him directly.
(e) Anne L. Bramman
Amount and nature of beneficial ownership includes:
32,041 shares owned by her directly.
(f) Brad D. Smith
Amount and nature of beneficial ownership includes:
29,072

52,515shares held by a family trust, of which he is a trustee and beneficiary.

(g) Gordon A. Smith
beneficiary; and

14,683 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events, including his retirement from the Board.

(h) Stacy Brown-Philpot

Amount and nature of beneficial ownership includes:

22,097 shares owned by him directly.
(h) Shellye L. Archambeau
Amount and nature of beneficial ownership includes:
6,614

3,444shares owned by her directly; and

15,482

30,296 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events, including her retirement from the Board.

(i) Bradley D. Tilden

Kirsten A. Green

Amount and nature of beneficial ownership includes:

17,101

24,547shares owned by her directly.

(j) Glenda G. McNeal

Amount and nature of beneficial ownership includes:

24,547shares owned by her directly.

(k) James L. Donald

Amount and nature of beneficial ownership includes:

19,457shares held byin a family trust of which he is a trustee and beneficiary.

(j) Tanya L. Domier

(l) Mark J. Tritton

Amount and nature of beneficial ownership includes:

16,381

19,457shares owned by herhim directly.

(k) Stacy Brown-Philpot

(m) Amie Thuener O’Toole

Amount and nature of beneficial ownership includes:

3,444

6,043shares owned by her directly; and

9,300 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events, including her retirement from the Board.
(l) Edmond Mesrobian
directly.

(n) Atticus N. Tysen

Amount and nature of beneficial ownership includes:

9,203

1,910shares owned by him directly.

(m) Kirsten A. Green
Amount

(o) Eric D. Sprunk

Mr.Sprunk was appointed on April16, 2023 and naturewill receive a common stock award compensation as described under the caption “Director Compensation and Stock Ownership Guidelines” of this Proxy Statement.

(p) Anne L. Bramman

Ms. Bramman served as the Company’s Chief Financial Officer until December 2, 2022. The following beneficial ownership includes:

5,090 information is based on information contained in the last Form 4 filed by Ms. Bramman with the SEC prior to December 2, 2022, adjusted to give effect to subsequent transactions through April10, 2023 of which the Company is aware in connection with employment-related equity awards:

0shares owned by her directly.

(n) Glenda M. McNeal

85

2023 Proxy Statement

Table of Contents

Amount and nature of beneficial ownership includes:
5,090 shares owned by her directly.
(o)

(q) Directors and Executive Officers as a group (21(18 persons)

Collectively, the combined amount and nature of beneficial ownership for the Directors and all Executive Officers include:

5,950,977

5,918,364shares owned directly, of which 705,977 230,000shares are pledged as collateral for third party obligations;

914,746

218,608shares owned by spouses and trusts of which the respective Director or Executive Officer is a trustee, or a trustee and beneficiary;

24,782

44,979 nonvoting stock units held by participating Directors under the Directors Deferred Compensation Plan;

5,901DDCP;

6,310 nonvoting stock units held by participating Executive Officers under the Nordstrom Deferred Compensation Plan;

88,987 NDCP;

82,776shares held by participating Executive Officers and their eligible spouses in the Company’s 401(k) Plan; and

1,750,067

2,682,708shares that may be acquired by the Executive Officers as a group through stock options exercisable within 60 days after March 11, 2020.

(p)April10, 2023.

(r) Bruce A. Nordstrom

Pursuant to a Schedule 13G filing made with the SEC, as of December31, 2019,2022, the aggregate amount beneficially owned by Mr. Nordstrom includes:

18,734,707

24,236,227shares for which he has sole power to vote or to dispose or to direct disposition; and

6,506,716

1,005,196shares for which he has shared power to vote or to dispose or to direct disposition.

(s) El Puerto de Liverpool, S.A.B. de C.V.

Pursuant to a Schedule 13G filing made with the SEC, as of September 8, 2022, the aggregate amount beneficially owned by El Puerto de Liverpool, S.A.B. de C.V. includes:

15,755,00shares for which it has sole power to vote or to dispose or to direct disposition.

(q)

(t) Anne E. Gittinger

Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2019,2022, the aggregate amount beneficially owned by Ms. Gittinger includes:

15,403,460

15,404,437shares for which she has sole power to vote or to dispose or to direct disposition.



NORDSTROM, INC. - 2020 Proxy Statement 69



(r) The Vanguard Group

(u) BlackRock, Inc.

Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2019,2022, the aggregate amount beneficially owned by The Vanguard GroupBlackRock, Inc. includes:

11,836,181

9,618,987shares for which it has the sole power to vote or to direct the vote; and

9,974,728shares for which it has sole power to vote or to dispose or to direct disposition; and

193,123 shares for which it has shared power to dispose or to direct disposition.
(s) Blackrock, Inc.

(v) The Vanguard Group

Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2019,30, 2022, the aggregate amount beneficially owned by Blackrock, Inc.The Vanguard Group includes:

7,062,827

48,798shares for which it has soleshared power to vote or to direct the vote;

159,867shares for which it has shared power to dispose or to direct disposition; and

8,236,770

9,260,436shares for which it has sole power to dispose or to direct disposition.


Delinquent Section 16(a) Reports

Based upon a review of reports filed with the SEC and written representations that no other reports were required, the Company believes that during the fiscal year ended February 1, 2020January 28, 2023 all of our Directors, Executive Officers and owners of in excess of 10% of Common Stock complied with the filing requirements of Section 16(a) of the Exchange Act, except that Shellye Archambeau and Stacy Brown-Philpot each filed one report on Form 4 was filed late on behalf of Michael Maher relating to a deferred dividend payment to the Director’s Deferred Compensation Plan.

an RSU grant.

CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS

Review and Approval Process

We maintain policies and procedures regarding the identification, review and approval of related party transactions. In compliance with SEC rules, the Corporate Governance and Nominating CommitteeCGNC reviews and approves or disapproves any transaction or series of related transactions in which: (1) the amount involved exceeds $120,000, (2) the Company or any of its subsidiaries is a participant, and (3) a related party (a Director or Executive Officer of the Company, any nominee for director,Director, any greater than 5% shareholders and any immediate family member of such persons) has a direct or indirect material interest. When considering a

transaction, the CommitteeCPCC will review all relevant factors, including the Company’s rationale for entering into a related party transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to the Company as would be the case if the transaction were entered with a third party, and the potential of an actual or apparent conflict of interest. After reviewing the information, the CommitteeCPCC will approve or ratify the transaction or transactions only if the CommitteeCPCC determines that the transaction is reasonable and fair to the Company.

2023 Proxy Statement

86

Table of Contents

Related Party Transactions

Property Sublease. The Company leases a parcel of land from King County, Washington at the King County International Airport and operates its flight department from that location. The size of the Company’s flight department is such that the Company does not require access to or use of the entire parcel, and is able to sublease a portion of the property to Hangar Three LLC (“LLC”) without affecting the Company’s flight operations. LLC is owned by the estate of Blake W. Nordstrom, James F. Nordstrom, Jr. and John N. Nordstrom. LLC constructed a hangar for storage of the owners’ personal aircraft on the subleased property. All architectural, project management and construction costs for the hangar, utilities and landscaping improvements were borne by LLC and not by the Company. Upon expiration or termination of the sublease, the hangar improvements will be surrendered to the Company. The material terms of the sublease are as follows:

The current sublease carries a term through July 2020, with the Company having the right to terminate it at any time upon 90 days’ notice to LLC, and payment to LLC of the unamortized portion of the construction cost of the hangar.
LLC pays the Company a monthly base rent and estimated real estate tax in the form of reimbursement to the Company of its pro-rata share of ground rent paid by the Company under the primary lease with King County, currently $10,999 per month.
LLC also pays the Company additional rent in the form of reimbursement to the Company of its pro-rata share of maintenance costs of the common areas, currently $900 per month, plus a monthly management fee of $135.
In total, LLC paid the Company rent of $145,407 during

During the fiscal year ended February 1, 2020.

January 28, 2023, there were no related party transactions that require disclosure in this Proxy Statement.

OTHER MATTERS

The Board knows of no other matters that will be presented at the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting or any convening or reconvening of the Annual Meeting upon an adjournment or postponement of the Annual Meeting, it is the intention of the persons named as proxies to vote in accordance with their best judgment.



70 NORDSTROM, INC. - 2020 Proxy Statement

discretion to the extent permitted by Rule 14a-4(c) promulgated under the Exchange Act.


2021

2024 ANNUAL MEETING OF SHAREHOLDERS
INFORMATION

Requirements and Deadlines for Submission of Proxy
Proposals, Nomination of Directors, and Other Business
of Shareholders

If a shareholder wants the Company to include a shareholder proposal in our Proxy Statement for the 20212024 Annual Meeting of Shareholders pursuant to SEC Rule 14a-814a-8 promulgated under the Securities Exchange Act, of 1934 (“Exchange Act”), our Corporate Secretary must receive the proposal at our principal executive offices no later than December 8, 2020.[●], 2023. Any such proposal must comply with all the requirements of Rule 14a-8.

14a-8.

If a shareholder intends to solicit proxies for a Director nominee other than the Company’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act for the 2024 Annual Meeting of Shareholders, our Corporate Secretary must receive notice of such intention at our executive offices no later than the close of business on [●], 2024. If the 2024 Annual Meeting changes by more than 30 calendar days from the date of the Annual Meeting, such notice must instead be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or the 10th calendar day following public announcement by the Company of the date of the 2024 Annual Meeting. Any such notice of intent to solicit proxies must comply with all the requirements of Rule 14a-19. The requirements of Rule 14a-19 are in addition to the requirements under our Bylaws with respect to advance notice of Director nominations.

Under our Bylaws, shareholders must follow certain procedures to nominate a person for election as a directorDirector at an annual or special meeting, or to introduce an item of business at an annual meeting. Under these advance-noticeadvance-notice procedures, shareholders must submit the proposed nominee or item of business by delivering a notice to the Corporate Secretary of the Company at our principal executive offices. We must receive notice as follows:

We must receive notice of a shareholder’s intention to introduce a nomination or proposed item of business (other than a proposal pursuant to Rule 14a-8) for an annual meeting not less than 90 days nor more than 120 days before the first anniversary of the prior year’s meeting. Assuming that the Annual Meeting is held on schedule, weWe must receive notice pertaining to the 20212024 Annual Meeting of Shareholders no earlier than January 20, 2021[●], 2024 and no later than February 19, 2021.

[●], 2024.

However, if we hold the 20212024 Annual Meeting of Shareholders on a date that is not within 30 days before or after such anniversary date, we must receive the notice no later than ten days after the earlier of the date we first provide notice of the meeting to shareholders (in the case of proposed items of business) or announce it publicly.

publicly (in the case of director nominations).

If we hold a special meeting to elect directors,Directors, we must receive a shareholder’s notice of intention to introduce a nomination no later than ten days following the day on which notice of the annual meeting was mailed to shareholders.

All Director nominations and items of business, other than shareholder proposals made pursuant to Rule 14a-8 under the Exchange Act, must comply with the requirements of the Company’s Bylaws. Our Bylaws provide that notice of a proposed nomination must include certain information about the nominating shareholder, related parties and theeach proposed nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business and certain other information about the shareholder.proposing shareholder and related parties. Any notice (other than a proposal pursuant to Rule 14a-8)14a-8) that is received after the times specified herein for proposed items of business will be considered untimely under Rule 14a-4c14a-4(c) under the Exchange Act. The persons named in the proxy for the meeting may exercise their discretionary voting power with respect to all such matters, including voting against them. All director nominations and shareholder proposals, other than shareholder proposals made pursuant to Rule 14a-8 under the Exchange Act, must comply with the requirements of the Company’s Bylaws. You may obtain a copy of the Company’s Bylaws at no cost from the Company’s Corporate Secretary or online at investor.nordstrom.comby selectingon the Corporate Governance item in theCompany’s Investor Relations drop-down menu.Website. The contact information for the Company’s Corporate Secretary is on page 76.92.

87

2023 Proxy Statement

Table of Contents



NORDSTROM, INC. - 2020 Proxy Statement 71



FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

1.

1.

Why am I receiving these materials?

The Company has made these materials available to you on the internet or, upon your request,

We have delivered printed versions of these materials to you by mail, because you were a shareholder of Nordstrom, Inc.the Company as of March 11, 2020, the Record Date, and were entitled to receive notice of the 20202023 Annual Meeting of Shareholders and to vote on matters that will be presented at the Annual Meeting.

2.

2.

What items will be voted on at the Annual Meeting?

Shareholders will vote on the following matters at the Annual Meeting:

Board
Recommendation:

Page Reference


(for more detail):

Proposal 1

To elect 11 Director nominees named in this Proxy Statement to the Boardeleven directors to serve until the 20212024 Annual Meeting of Shareholders

FOR each Director
Nominee

Proposal 2

To ratify the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm to serve for the 2021 fiscal year ending February 3, 2024

FOR

Proposal 3

To conduct an advisory vote regarding the compensation of our NEOs

FOR

70

Proposal 4

To conduct an advisory vote regarding the frequency of future advisory votes on the compensation of our Named Executive Officers

FOR “1 YEAR”

Proposal 45

To approve an amendment to the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan

FOR

Proposal 56

To approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan

FOR

Other

Proposal 7

To conduct an advisory vote on the extension of the Company’s shareholder rights plan until September19, 2025

FOR

79

Other

Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof

  

3.

3.

What is the date and time of the Annual Meeting?

Date and Time:    May 20, 2020 at 3:00 p.m. Pacific Daylight TimeVirtual Meeting Access:    virtualshareholdermeeting.com/JWN2020

Date & Time:  [●], 2023 at [●] [a/p].m. Pacific Daylight Time  Virtual Meeting Access:  [●]

This Proxy Statement was first mailed to shareholders on or about April 7, 2020.[●], 2023. It is furnished in connection with the solicitation of proxies by the Board of Directors of Nordstrom, Inc. to be voted during the Annual Meeting for the purposes set forth in the accompanying Notice of Annual Meeting.

Notice. Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary prior to or during the Annual Meeting or by timely executing and delivering, by internet, telephone, or mail, another proxy dated as of a later date.

4.

4.

How do I participate in the Meeting?

This year’s Annual Meeting will be accessible through the internet. We have adopted a virtual format for our Annual Meeting to make participation accessible for shareholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as were provided at the in-personin-person portion of our past meetings while further enhancing the online experience available to all shareholders regardless of their location. The accompanyingThese proxy materials include instructions on how to participate in the meeting and how you may vote your shares of Company stock.

You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 11, 2020, the record date,Record Date or hold a valid proxy for the meeting. To be admitted to the Annual Meeting at virtualshareholdermeeting.com/JWN2020[●], you must enter the 16-digit16-digit control number found next

to the label “Control Number” for postal mail recipients or within the body of the email sending you the Proxy Statement.

Whether or not you participate inplan to attend the Annual Meeting, it is important that your shares be part of the voting process. You may logWe strongly encourage you to vote before the meeting to ensure that your voice is heard. To vote during the meeting, shareholders of record can click on the ballot posted on the virtual meeting site and follow the instructions provided on the ballot. If you are a street name shareholder, you will need to proxyvote.comprovide a legal proxy from your bank, broker or other nominee in order to vote during the meeting and enter your Control Number.

must provide an electronic image (such as a pdf file or scan) of the legal proxy when voting.

This year’s shareholdersshareholder question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at proxyvote.com[●] after logging in with your Control Number. Questions may be submitted during the Annual Meeting through virtualshareholdermeeting.com/JWN2020[●]. This question and answer session will be conducted in accordance with certain Rules of Conduct, which will be made available during the Annual Meeting. We will post questions and answers if applicable to Nordstrom’s business on the Nordstrom Investor Relations website shortly after the meeting.

2023 Proxy Statement

88

Table of Contents

FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING



72 NORDSTROM, INC. - 2020 Proxy Statement


We encourage you to access the Annual Meeting before it begins. Online check-incheck-in will start shortly before the meeting on May 20, 2020. If[●], 2023. Should you have any difficulty accessing the meeting, please call (800)

586-1548 (toll free) or (303) 562-9288 (international). We will have technicians available to assist you.
the numbers found at the top of the log-in page found at [●] for technical assistance.

5.

5.Why did I receive a Notice instead of a full set of proxy materials? How can I access the proxy materials online?
We are furnishing proxy materials to our shareholders primarily via the internet as many of our shareholders prefer that method. By doing so, we increase the convenience of our proxy materials, reduce the environmental impact of our Annual Meeting, and save costs. On or about April 7, 2020, we mailed a Notice of internet Availability of Proxy Materials (the “Notice”) to our shareholders who had not previously requested printed materials.
The Notice contains instructions about how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously chosen to receive our proxy materials electronically, you will receive access to these materials via email unless you elect otherwise.
6.

What is a proxy statement, and what is the purpose of this Proxy Statement?a proxy?

If

A proxy statement is a document that SEC rules require us to provide you designatewhen we ask you to vote on certain matters at a meeting of our shareholders or when we ask you to sign a proxy designating certain individuals to vote on those matters on your behalf. A proxy is your legal designation of another person to vote yourthe shares that other person is calledyou own at a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. If you vote online or completemeeting of our shareholders. By signing the proxy card enclosed with the materials sent by mailwe provide to give us your proxy,you, you will have designated Anne L. Bramman,designate Michael W. Maher, our Interim Chief Financial Officer and

Chief Accounting Officer, and Ann Munson Steines, our Chief Legal Officer, General Counsel and Corporate Secretary, as your proxies to vote your shares as you have directed. This Proxy Statement provides information aboutdirected during the mattersAnnual Meeting. Our Board is soliciting your proxy to be voted on by shareholders atvote your shares during the Annual Meeting along with other information regarding the governanceand any adjournment or postponement of the meeting. Nordstrom pays the cost of soliciting your proxy and reimburses brokers and others for forwarding you the Proxy Statement, proxy card or voting instruction form, 2022 Annual Report.

The Company includinghas retained Innisfree M&A Incorporated (“Innisfree”) to solicit proxies. Under our Board Committee structureagreement with Innisfree, Innisfree will receive a fee of up to $[●]. The Company also agreed to indemnify Innisfree against certain liabilities relating to, or arising out of, its retention. Innisfree will solicit proxies by mail, telephone, facsimile and executive compensation.

email.

6.

7.

What is the difference between a shareholder of record and a street name shareholder?

Many Company shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held as a shareholder of record and those held in street name.

Shareholders of record: If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “shareholder of record” or a “registered shareholder,” and the Notice or proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the virtual Annual Meeting.

Street name shareholders: If your shares are held in a stock brokerage account or by a bank, trustee or nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice or proxy materials are being forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record. As the street name shareholder you have the right to direct your broker, bank or other holder of record on how to vote your shares and you are invited to attend the virtual Annual Meeting. Your broker, bank, trustee or nominee is obligated to provide you with a voting instruction form for you to use.

8.

8.

How do I cast my vote?

We encourage you to vote in advance of the meeting on the internet or by telephone. It is convenient, and it saves us significant postage and processing costs. In addition, when you vote on the internet or by telephone, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted. The method by which you vote your proxy will not limit your right to vote at the Annual Meeting if you decide to attend in person.

the Annual Meeting virtually.

Shareholders of record: The internet and telephone voting procedures are designed to verify that you are a shareholder of record by using a control number and allowing you to confirm that your voting instructions have been properly recorded. Internet and telephone voting for shareholders of record are available 24 hours a day. You can vote by any of the following methods:



NORDSTROM, INC. - 2020 Proxy Statement 73



Vote in Advance of the MeetingVote

Online During the Meeting

At https://www.proxyvotenow.com/jwn

 
 

Toll-free Phone

Call 1-855-260-7729 (U.S. or Canada) or 1-575-215-3286
(Outside of the U.S. or Canada)

 
 
computera03.jpg

Vote your shares at proxyvote.com, until 11:59 p.m. Eastern Daylight Time on May 19, 2020.
person.jpg
To vote at the Annual Meeting, log in at virtualshareholdermeeting.com/JWN2020. You will need your unique control number included on your proxy card (printed in the box and marked by the arrow) or on the instructions that accompanied your proxy materials. If you are the beneficial owner of shares held through a broker, or other nominee, please follow the instructions provided by your broker, trustee or nominee.
Have available your Notice of Internet Availability or proxy card for the 16-digit Control Number needed to vote.
phonea03.jpg
Call the toll-free number listed on your proxy card until 11:59 p.m. Eastern Daylight Time on May 19, 2020.
*

Mail

Sign, date and return the enclosedyour proxy card or voting instruction form.

in the envelope provided to [●]

 

Street name shareholders: You may vote by the method explained on the proxy card or the informationvoting instruction form you receive from the bank, broker or other record holder. You may vote in advance of the meeting until 11:59 p.m. Eastern Daylight Time on [●], 2023. If you are a street name shareholder, you must obtain a proxy, executed in your favor, from the bank, broker or other holder of record to be able to vote in person at the Annual Meeting.

Shareholders holding shares invested in the Company’s 401(k) Plan: If you participate in the Company’s 401(k) Plan, the number of shares of Common Stock in your account as of the Record Date are reflected on your proxy notice and may be voted as previously described above for shareholders of record. However, if your vote on those shares is not received by 11:59 p.m. Eastern Daylight Time on May 16, 2020,[●], 2023, then the Company’s Retirement CommitteePlan Trustee will vote those shares in the same proportion as all other 401(k) Plan shares that have been voted.

Shareholders holding shares purchased through the Company’s Employee Stock Purchase Plan:ESPP: If you hold Common Stock that you acquired through the Company’s Employee Stock Purchase Plan,ESPP, you are the beneficial owner of those shares and your shares may be voted as previously described above for street name shareholders.

89

2023 Proxy Statement

Table of Contents

FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

9.

9.

What does it mean if I receive more than one Notice or package of proxy materials?

This means that you have multiple accounts holding Nordstrom shares. These may include: accounts with our transfer agent, Computershare; shares held in the Nordstrom 401(k) Plan or purchased through the Employee Stock Purchase Plan;ESPP; and accounts with a broker, bank or other holder of record. Please vote all Notices, voting instruction forms and proxy cards that you receive to ensure that all of your shares are voted.

10.

Why did multiple shareholders at my address only receive one package of proxy materials?

SEC rules allow us to use a procedure called “householding” to deliver only one copy of our Notice, and for those shareholders that received a paper copy of proxy materials in the mail, one copy of our 2022 Annual Report, to multiple shareholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected shareholder. Shareholders who participate in householding will continue to receive proxy cards if they received a paper copy of proxy materials in the mail. By using the householding process, we reduce our printing costs, mailing costs and fees, and reduce the environmental impact of our annual meeting. If you are a shareholder, share an address and last name with one or more other shareholders, and would like to revoke your householding consent, or you are a shareholder eligible for householding and would like to participate, please contact Broadridge, either by calling toll free at (866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of the revocation of your consent. A number of brokerage firms have also instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.

11.

10.

What is a quorum and what is the voting requirement to approve each of the proposals?

We will have a quorum and will be able to conduct the business of the Annual Meeting if at least 78,173,08480,711,896 shares, a majority of the outstanding shares of Common Stock as of the Record Date, are present at the Annual Meeting, either in person or by proxy. Your shares will be counted toward the number needed for a quorum if you: (i) vote on the internet or by telephone; (ii) submit a valid proxy card or voting instruction form; or (iii) in the case of a shareholder of record, attend the Annual Meeting and vote your shares in person.



74 NORDSTROM, INC. - 2020 Proxy Statement


person; or (iv) are a street name shareholder and your broker casts a discretionary vote on at least one of the proposals before the Annual Meeting, as described under Question 13.

To elect directorsDirectors and adopt the other proposals, the following votes are required:

Proposal

Vote Required

Discretionary Voting
Allowed?

ProposalVote RequiredDiscretionary Voting Allowed?

Election of Directorseleven directors to serve until the 2024 Annual Meeting of Shareholders

Majority

Plurality of Votes Cast

No

Ratification of the Appointmentappointment of Deloitte as our Independent Registered Public Accounting Firm to serve for the 2024 fiscal year

Majority of Votes Cast

Yes

Advisory Vote Regardingvote regarding Executive CompensationCompensation: Say on Pay

Majority of Votes Cast

No

Advisory vote regarding the frequency of future advisory votes on Executive Compensation

Majority of Votes Cast

No

Approval of an Amendment to the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan

Majority of Votes Cast

No

Approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan

Majority of Votes Cast

No

Advisory vote on the extension of the Company’s shareholder rights plan until September19, 2025

Majority of Votes Cast

No

Under Washington corporation law and our Articles of Incorporation and Bylaws, the approval of any corporate action taken at a shareholder meeting is based on votes cast. “Votes cast” means votes actually cast “for” or “against” a particular proposal, whether by proxy or in person. Broker nonvotes (broker nonvotes and discretionary voting are explained in the answeranswers to Question Questions 13. and 14.) abstentions and abstentionswithhold votes are not considered “votes cast” and have no effect on the proposals.

Election of Directors; Majority Vote Policy: In the election of Directors, the Company has adopted a majority voting standard as described in more detail on page 13 under Director Elections. Because this is an uncontested election, an incumbent director nominee will be elected if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee. If a director nominee

Washington corporation law does not receiveprovide shareholders any dissenters’ or appraisal rights with respect to the requisite votes, that Director’s term will endmatters to be voted on at the date on which an individual is selected by the Board to fill the position held by such Director or 90 days after the date the election results are determined, whichever occurs first. You may vote “for,” “against” or “abstain”Annual Meeting, and shareholders do not have cumulative voting rights with respect to the election of directors.

The Board recommends a vote FOR each nominee.of the following proposals.

Election of Eleven Directors: Because the Company received a notice from a shareholder stating its intention to nominate two candidates for election to the Board at the Annual Meeting, the election of directors is contested under our Bylaws even though such shareholder subsequently withdrew its notice. As a result, directors will be elected by a plurality of votes cast. A plurality of votes cast means that the eleven nominees receiving the highest number of votes in favor of their election will be elected to our Board. You may vote “for” or “withhold” from any director.

2023 Proxy Statement

90

Table of Contents

FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Ratification of the Appointment of Independent Registered Public Accounting Firm:Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending January 30, 2021.February3, 2024. You may vote “for,” “against” or “abstain” on this proposal.

Advisory Vote Regarding Executive Compensation: The votes cast “for” must exceed the votes cast “against” to approve, on an advisory basis, the Company’s executive compensation program. You may vote “for,” “against” or “abstain” on this proposal.

Approval an amendment toof the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan and approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan:Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to approve such measures. You may vote “for,” “against” or “abstain” on eachthis proposal.

Advisory Vote on the Extension of these proposals.

the Company’s Shareholder Rights Plan until September 19, 2025: Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to approve this non-binding advisory vote. You may vote “for,” “against” or “abstain” on this proposal.

The Board recommends a vote of “1 Year” for the following proposal.

Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation: A plurality of votes cast means the highest number of “for” votes will be the advisory vote of the shareholders. You may vote “1 Year,” “2 Years,” “3 Years,” or abstain on this proposal.

12.

11.

Can I change my mind after I vote?

Yes, if you are a shareholder of record and vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by:

delivering written notice of revocation to the Corporate Secretary at 1617 Sixth Avenue, Seattle, Washington 98101, Attn: Corporate Secretary that is received on or before 5:00 p.m. Pacific Daylight Time on [●], 2023;

voting again on the internet or by telephone prior to the Annual Meeting; or

signing another proxy card with a later date and mailing it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, prior to the Annual Meeting; or

delivering your proxy or casting a ballot during the meeting.

If you are a street name shareholder, you should contact your bank, broker or other holder of record to revoke your proxy or change your vote.

13.

12.

What if I do not return my proxy card or voting instruction form or return my proxy card and do not provide voting instructions?

Shareholders of record: If you are a registered shareholder and do not vote by internet or phone or return your voted proxy card, your shares will not be voted. If you submit youra validly executed proxy card with an unclear voting designation or no voting designation at all, your shares will be votedvoted: for the ratification of Deloitte, but not on anyeach of the other proposals.

Board’s nominees to be elected on Proposal1, for Proposals2,3,5,6, and7, and for “1 Year” on Proposal 4.

Street name shareholders: If you are a beneficial owner whose shares are held by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares for the ratification of Deloitte even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on any other proposal before the electionAnnual Meeting. If your broker casts a discretionary vote on the ratification of Directors, the advisory vote regarding executive compensation or on any shareholder proposal without instructions from you, in which caseDeloitte, a broker nonvote will occur.occur as to each other proposal. Since shares that constitute broker nonvotes will not be included in vote totals and have no effect on the

outcome of any of the election of Directors, the advisory vote regarding executive compensation or any other matters properly broughtproposals before the meeting,Annual Meeting, it is important that you instruct your broker on how to vote your shares.

Shareholders with shares invested in the Company’s 401(k) Plan: If your vote of shares held through the Company’s 401(k) Plan is not received by 11:59 p.m. Eastern Daylight Time on May 16, 2020,[●], 2023, then the Company’s Retirement CommitteePlan Trustee will vote your shares in the same proportion as shares that have been voted in the 401(k) Plan. If you submit your proxy card with an unclear voting designation or no voting designation at all, your shares will be voted by the Retirement CommitteePlan Trustee “for” all proposals. If any additional proposals are properly presented at the Annual Meeting and any adjournment thereof, the Retirement CommitteePlan Trustee will vote on the additional proposals in accordance with its discretion.



NORDSTROM, INC. - 2020 Proxy Statement 75



14.

13.

Will abstentions or broker nonvotes affect the voting results?

If you abstain from voting on a proposal, or if a broker or bank casts a discretionary vote on the ratification of Deloitte but indicates it does not have discretionary authority to vote on aanother proposal, the shares will be counted for the purpose of determining if a quorum is present, but will have no effect on the other proposals to be considered at the Annual Meeting since these actions do not represent votes cast by shareholders.

15.

14.

Who will count the vote?

Broadridge Investor Communication Services (“Broadridge”)

[●] was appointed by the Board to tabulate the vote and act as Inspector of Election. Information about Broadridge is available at broadridge.com. Proxies and ballots that identify the votes

91

2023 Proxy Statement

Table of individual shareholders are kept confidential from the Company’s

Contents

management and Directors. Only Broadridge, as the proxy tabulator and the Inspector of Election, has access to the ballots, proxy forms and voting instructions. Broadridge will disclose information taken from the ballots, proxy forms and voting instructions only in the event of a proxy contest or as otherwise required by law.

FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

16.

15.

Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final results on a current report on Form 8-K8-K within four business days of the Annual Meeting. The Form 8-K8-K will be available online under the “SEC Filings” tab at investor.nordstrom.com.the Investor Relations Website.

17.

How can I communicate with the Board?

Shareholders and other interested parties may communicate with Directors by contacting the Corporate Secretary’s Office at:

Telephone: 206-303-2541

E-mail: board@nordstrom.com

Mail: Nordstrom, Inc.

1617 Sixth Avenue

Seattle, Washington 98101

Attn: Corporate Secretary

The Corporate Secretary will relay the question or message to the specific Director with whom the shareholder or interested party wishes to communicate.

If no specific Director is requested, the Corporate Secretary will relay the question or message to the Chairman. Certain items that are unrelated to the duties and responsibilities of the Board, such as business solicitations, advertisements, junk mail and other mass mailings, will not be relayed to Directors.

The AFC has established procedures to respond to possible concerns about ethics and accounting-related practices. To report your concerns, you may use the Company’s confidential Whistleblower Hotline at:

Telephone: 1-888-832-8358

Internet: ethicspoint.com

Your concerns will be investigated and communicated to the AFC, as necessary.

18.

16.Who will bear the cost of this proxy solicitation?
The Company will bear the cost of this proxy solicitation, including reimbursing banks and brokers for reasonable expenses of sending out proxy materials to street name shareholders.
17.

What if I have additional questions that are not addressed here?

You

If you have any questions or require any assistance regarding our Annual Meeting, please contact our proxy solicitor:

Innisfree M&A Incorporated
Shareholders
may call Nordstrom Investor Relations at 206-303-3200, e-mail Investor Relations at invrelations@nordstrom.com, ortoll-free +1 (877) 750-8312
Banks and Brokers may
call the Corporate Secretary’s Office at 206-373-4381.collect +1 (212) 750-5833

2023 Proxy Statement

92

Table of Contents



76 NORDSTROM, INC. - 2020 Proxy Statement


Appendix A
Reconciliation of GAAP and Non-GAAP Financial Measures
Incentive Adjusted Earnings Before Interest and Income Tax Expense (“Incentive Adjusted EBIT”) and Incentive Adjusted Return on Invested Capital (“Incentive Adjusted ROIC”)

APPENDIX A:  RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES

Incentive Adjusted ROIC and Incentive Adjusted EBIT

We believe that Incentive Adjusted ROIC is a useful financial measure for investors in evaluating the efficiency and effectiveness of the capital we have invested in our business to generate returns over time. In addition, we have incorporated it in our executive incentive measures and we believe it is an important indicator of shareholders’ return over the long term.

For

Beginning in 2019, income statement activity for adjusted net operating profit and balance sheet amounts for average invested capital are measured under the Accounting Standards Update 2018-11, Leases (“Lease Standard”)Standard and the remaining years2018 amounts disclosed are under the previous lease standard. Under the previous lease standard, we estimated the value of our operating leases as if they met the criteria for capital leases or we had purchased the properties. This provided additional supplemental information that estimated the investment in our operating leases. Estimated depreciation on capitalized operating leases and average estimated asset base of capitalized operating leases are not calculated in accordance with, nor an alternative for, generally accepted accounting principles (“GAAP”)GAAP and should not be considered in isolation or as a substitute for our results as reported under GAAP.

Incentive Adjusted EBIT represents net earnings before income tax expense, interest expense and interest income, and contemplates non-operating related adjustments.

We define Incentive Adjusted ROIC as our adjusted net operating profit after tax divided by our average invested capital. Incentive Adjusted EBIT represents net earnings before income tax expense, interest expense and interest income, and contemplates non-operating related adjustments. These metrics are not measures of financial performance under GAAP and should be considered in addition to, and not as a substitute for, return on assets, net earnings, total assets or other GAAP financial measures. Our method of determining non-GAAPcalculating a non-GAAP financial measuresmeasure may differ from other companies’ methods and therefore may not be comparable to those used by other companies. The financial measures calculated under GAAP which are most directly comparable to Incentive Adjusted EBIT and Incentive Adjusted ROIC are net earnings and return on assets. The following is a reconciliation ofshows the components to reconcile the return on assets calculation to Incentive Adjusted ROIC:

 12 Fiscal Months Ended
($ in millions)February 1, 2020
 February 2, 2019
 February 3, 2018
 January 28, 2017
 January 30, 2016
Net earnings$496
 $564
 $437
 $354
 $600
Add: income tax expense186
 169
 353
 330
 376
Add: interest expense, net102
 104
 136
 121
 125
Earnings before interest and income tax expense784
 837
 926
 805
 1,101
Add: non-operating related adjustments24
 72
 26
 271
 145
Incentive Adjusted EBIT808
 909
 952
 1,076
 1,246
Add: interest income10
 15
 5
 1
 
Incentive Adjusted ROIC earnings before interest and income tax expense818
 924
 957
 1,077
 1,246
Add: operating lease interest(a)
101
 
 
 
 
Add: rent expense, net
 251
 250
 202
 176
Less: estimated depreciation on capitalized operating leases(b)

 (134) (133) (108) (94)
Adjusted net operating profit919
 1,041
 1,074
 1,171
 1,328
Less: estimated income tax expense(244) (248) (480) (444) (512)
Adjusted net operating profit after tax$675
 $793
 $594
 $727
 $816
Average total assets$9,765
 $8,282
 $8,055
 $7,917
 $9,076
Add: average estimated asset base of capitalized operating leases(b)

 2,018
 1,805
 1,512
 1,236
Less: average deferred property incentives and deferred rent liability
 (616) (644) (644) (548)
Less: average deferred property incentives in excess of right-of-use assets(c)
(307) 
 
 
 
Less: average non-interest-bearing current liabilities(3,439) (3,479) (3,261) (3,012) (2,993)
Add: non-operating related adjustments
 4
 3
 90
 623
Average invested capital$6,019
 $6,209
 $5,958
 $5,863
 $7,394
Return on assets5.1% 6.8% 5.4% 4.5% 6.6%
Incentive Adjusted ROIC11.2% 12.8% 10.0% 12.4% 11.0%

 

 

12 Fiscal Months Ended

($ in millions)

 

February 2,

2019

 

February 1,

2020

 

January 30,

2021

 

January 29,

2022

 

January 28,

2023

Net earnings (loss)

 

$

          564

 

 

$

          496

 

 

$

        (690

)

 

$

          178

 

 

$

          245

 

Income tax expense (benefit)

 

 

169

 

 

 

186

 

 

 

(538

)

 

 

68

 

 

 

92

 

Interest expense, net

 

 

104

 

 

 

102

 

 

 

181

 

 

 

246

 

 

 

128

 

EBIT

 

 

837

 

 

 

784

 

 

 

(1,047

)

 

 

492

 

 

 

465

 

Non-operating related adjustments

 

 

72

 

 

 

24

 

 

 

 

 

 

(32

)

 

 

38

 

Interest income

 

 

15

 

 

 

10

 

 

 

3

 

 

 

1

 

 

 

10

 

Operating lease interest(a)

 

 

 

 

 

101

 

 

 

95

 

 

 

87

 

 

 

85

 

Rent expense, net

 

 

251

 

 

 

 

 

 

 

 

 

 

 

 

 

Estimated depreciation on capitalized operating leases(b)

 

 

(134

)

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net operating profit (loss)

 

 

1,041

 

 

 

919

 

 

 

(949

)

 

 

548

 

 

 

598

 

Estimated income tax (expense) benefit(c)

 

 

(248

)

 

 

(244

)

 

 

416

 

 

 

(150

)

 

 

(162

)

Adjusted net operating profit (loss) after tax

 

$

          793

 

 

$

          675

 

 

$

        (533

)

 

$

          398

 

 

$

          436

 

Average total assets

 

$

       8,282

 

 

$

       9,765

 

 

$

      9,718

 

 

$

       9,301

 

 

$

       9,069

 

Average estimated asset base of capitalized operating leases(b)

 

 

2,018

 

 

 

 

 

 

 

 

 

 

 

 

 

Average deferred property incentives and deferred rent liability

 

 

(616

)

 

 

(307

)

 

 

 

 

 

 

 

 

 

Average deferred property incentives in excess of
right-of-use assets(d)

 

 

 

 

 

 

 

 

(276

)

 

 

(232

)

 

 

(197

)

Average non-interest-bearing current liabilities

 

 

(3,479

)

 

 

(3,439

)

 

 

(3,138

)

 

 

(3,352

)

 

 

(3,185

)

Non-operating related adjustments

 

 

4

 

 

 

 

 

 

 

 

 

 

 

 

 

Average invested capital

 

$

       6,209

 

 

$

       6,019

 

 

$

      6,304

 

 

$

       5,717

 

 

$

       5,687

 

Return on assets

 

 

6.8

%

 

 

5.1

%

 

 

(7.1

%)

 

 

1.9

%

 

 

2.7

%

Incentive Adjusted ROIC

 

 

12.8

%

 

 

11.2

%

 

 

(8.5

%)

 

 

7.0

%

 

 

7.7

%

(a)As a result of the adoption of the Lease Standard, we add back the operating lease interest to reflect how we manage our business. Operating lease interest is a component of operating lease cost recorded in occupancy costs and is calculated in accordancecosts. We add back operating lease interest for purposes of calculating adjusted net operating profit for consistency with the Lease Standard.

treatment of interest expense on our debt.

(b)Capitalized operating leases is our best estimate of the asset base we would record for our leases that are classified as operating under the previous lease standard if they had met the criteria for a finance lease or we had purchased the property. The asset base for each quarter is calculated as the trailing four quarters of rent expense multiplied by eight, a commonly used method to estimate the asset base we would record for our capitalized operating leases.

(c) Estimated income tax (expense) benefit is calculated by multiplying the adjusted net operating profit (loss) by the effective tax rate for the trailing twelve month period. The effective tax rate is calculated by dividing income tax expense (benefit) by earnings (loss) before income taxes for the same trailing twelve month periods.

A-1

2023 Proxy Statement

Table of Contents

APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES

(c)

(d)For leases with property incentives that exceed the right-of-useright-of-use assets, we reclassify the amount from assets to other current liabilities and other liabilities. As a result of the adoption of the Lease Standard, weThe current and non-current amounts are used to reduce average total assets, as this better reflects how we manage our business.

The following is a reconciliation of net earnings (loss) to Incentive Adjusted EBIT:

 

12 Fiscal Months Ended

($ in millions)

 

February 2,

2019

 

February 1,

2020

 

January 30,

2021

 

January 29,

2022

 

January 28,

2023

Net earnings (loss)

 

$

          564  

 

$

          496  

 

$

         (690

)

 

$

          178  

 

$

          245  

Income tax expense (benefit)

 

 

169  

 

 

186  

 

 

(538

)

 

 

68  

 

 

92  

Interest expense, net

 

 

104  

 

 

102  

 

 

181

 

 

 

246  

 

 

128  

EBIT

 

 

837  

 

 

784  

 

 

(1,047

)

 

 

492  

 

 

465  

Non-operating related and other adjustments(a)

 

 

72  

 

 

24  

 

 

 

 

 

174  

 

 

59  

Incentive Adjusted EBIT

 

 

909  

 

 

808  

 

 

(1,047

)

 

 

666  

 

 

524  

(a) Beginning in the 12 fiscal months ended January 29, 2022, our Incentive Adjusted EBIT measure excluded certain performance-based compensation elements in order to be more reflective of business performance.

2023 Proxy Statement

A-2

Table of Contents


APPENDIX B:  NORDSTROM, INC. - 2020 Proxy Statement A-1



Appendix BNordstrom, Inc. 2019 Equity Incentive Plan (As Amended)
ARTICLE 1Introduction
 AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

ARTICLE 1.INTRODUCTION

The purpose of the Plan is to promote the long-termlong-term success of the Company and its Subsidiaries. Specific objectives are intended to encourage the attraction and retention of Employees and Nonemployee Directors, focus such individuals’ results on the Company’s critical, long-rangelong-range goals and align such individuals’ interests with those of the Company’s shareholders.

The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute incentive stock options (ISOs), for employeesEmployees only, or nonqualified stock options (NSOs)), stock appreciation rights (SARs), Unrestricted Shares, Restricted Shares, Restricted Stock Units and Performance Share Units.

The Plan replaces the Nordstrom, Inc. 2010 Equity Incentive Plan (as amended and restated February 16, 2017) and the Nordstrom, Inc. 2002 Nonemployee Director Stock Incentive Plan (as amended on November 14, 2007).

ARTICLE 2Administration
On February 28, 2023, the Board amended and restated the Plan, as set forth herein, subject to the approval of the Company’s shareholders.

ARTICLE 2.ADMINISTRATION

2.1Committee Composition.The Compensation, People and Culture Committee shall administer the Plan.

2.2Committee Responsibilities.The Committee, in its absolute and sole discretion, shall (a) select the Employees and Nonemployee Directors who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee may delegate its authority hereunder to one or more Subcommittees or Company officers, to the extent permitted under the Code, applicable laws and regulations and any applicable exchange rules; actions taken by any Subcommittee or officers shall be subject to review by the full Committee. The Committee’s determinations under the Plan shall be final and binding on all persons.

2.3Committee for Non-Officer/Non-DirectorNon-Officer/Non-Director Awards. The Board may also appoint a secondary committee of the Board or one or more senior executive officers of the Company to administer the Plan with respect to Employees who are not considered officers or Directors of the Company under Section 16 of the Exchange Act. That committee or senior executive officer may grant Awards under the Plan to such Employees and may determine all features and conditions of such Awards. Within the limitations of this Section 2.3, any reference in the Plan to the Committee shall include such secondary committee or senior executive officer, as the case may be.

2.4Compensation Department Powers and Duties. Until such time as the Committee shall modify, revoke or rescind such authority, the Company’s Compensation department, or any successor department within the Company, regardless of name, has the powers and duties set forth below. Determinations made by the Compensation department (or other department) under this Section 2.4 shall be final and binding on all persons, but may, in the Committee’s absolute and sole discretion, be reviewed by the Committee. The powers and duties delegated by the Committee hereunder are to:

(a)work with Plan service providers to ensure the effective administration of the Plan;

(b)determine whether a Participant’s disability, as defined by a qualified medical professional acceptable to the Company’s Compensation department (or other department), qualifies as Disability as defined under the Plan; and

(c) perform any and all tasks, duties, and responsibilities delegated by the Company or the Committee.

The Company’s Compensation department has authority to interpret the terms of the Plan and any Award in carrying out the powers and duties as set forth above.

ARTICLE 3Shares Available for Awards and General Vesting Requirements

ARTICLE 3.SHARES AVAILABLE FOR AWARDS AND GENERAL VESTING REQUIREMENTS

3.1Basic Limitation.Shares issued pursuant to the Plan shall be authorized but unissued shares. The aggregate number of Shares available for Awards of Options, SARs, Unrestricted Shares, Restricted Shares, Restricted Stock Units or Performance Share Units granted under the Plan shall not exceed (a) 24,500,000 9,500,00039,500,000 Shares, all of which may be granted as ISOs, plus (b) the additional shares of Common Stock described in Section 3.3. The limitations of this Section 3.1 and Sections 3.2 and 3.3 shall be subject to adjustment pursuant to Article 12. The aggregate number of Shares available for issuance as Plan Awards shall be reduced by 1.6 (one point six) Shares for each Share delivered in settlement of any Award of Unrestricted Shares, Restricted Shares, Restricted Stock Units, Performance Share Units, dividends, or dividend equivalents, and by 1 (one) Share for each Share delivered in settlement of any Option Award or SAR. Awards that are required to be settled in cash will not reduce the number of Shares available for delivery under the Plan.



B-1 NORDSTROM, INC. - 2020 Proxy Statement 


3.2Additional Shares.If any Shares covered by an Award of Options, SARs, Restricted Shares, Restricted Stock Units or Performance Share Units terminate, lapse or are forfeited or cancelled, or such Award is otherwise settled without the delivery of the full number of Shares underlying the Award, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture, termination, lapse, cancellation, etc., shall again be, or shall become, available for issuance under the Plan; provided,

B-1

2023 Proxy Statement

Table of Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

however, that Shares (a) delivered in payment of the exercise price of an Award, (b) not issued upon the net settlement or net exercise of SARs, (c) delivered to or withheld by the Company to pay withholding taxes related to an Award, or (d) purchased in the open market using option proceeds, shall not become available again for issuance under this Plan. Shares that again become available for issuance under the Plan pursuant to this Section 3.2 shall be added to the number of Shares available under Section 3.1 in the same ratios as applied to them at the time they were originally granted (e.g., 1.6 (one point six) Shares for each Share attributable to previously granted Awards of Restricted Shares, Restricted Stock Units or Performance Share Units and 1 (one) Share for each Share attributable to previously granted Option Awards or SARs).

3.3Additional Shares from Prior Plan.Plan. Shares available for issuance under the Plan shall be increased by any shares of Common Stock subject to outstanding Awards under the Prior Plans on the effective date of the Plan, May 23, 2019, that later cease to be subject to such Awards for any reason other than the exercise, or vesting of such Awards (as the case may be), or any amounts withheld from such Awards by the Company for taxes on the Awards, which Shares shall, as of the date such Shares cease to be subject to such Awards, cease to be available for grant and issuance under the Prior Plans, but shall be available for issuance under the Plan under Section 3.1. Shares that become available for issuance under the Plan pursuant to this Section 3.3, shall become available for issuance under the Plan in such amount as they previously reduced the number of Shares available for issuance under the Prior Plans.

3.4General Vesting Requirements.Awards granted under the Plan shall vest no earlier than the first anniversary of the date of grant. Notwithstanding the previous sentence, the Committee may grant Awards representing up to an aggregate maximum of five percent (5%) of the available Share reserve authorized for issuance under the Plan pursuant to Section 3.1 (subject to adjustment under Section 3.3) without regard to the foregoing minimum vesting requirement.

ARTICLE 4Eligibility

3.5Nonemployee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding non-employee director compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the maximum amount of cash that may become payable to an individual as compensation for Services as a Nonemployee Director during any calendar year shall not exceed $750,000. The Committee may make exceptions to this limit for Nonemployee Directors in extraordinary circumstances, as the Committee may determine in its discretion, provided that the Nonemployee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Nonemployee Directors.

ARTICLE 4.ELIGIBILITY

4.1Awards. Employees and Nonemployee Directors shall be eligible for the grant of Awards of NSOs, SARs, Unrestricted Shares, Restricted Shares, Restricted Stock Units or Performance Share Units.

4.2Incentive Stock Options. Only Employees who are common-lawcommon-law employees of the Company or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company or any of its Subsidiaries shall not be eligible for the grant of an ISO unless the requirements set forth in section 422(c)(6) of the Code are satisfied.

ARTICLE 5Options

ARTICLE 5.OPTIONS

Options granted under the Plan are subject to the following terms and conditions:

5.1Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an NSO or an ISO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

5.2Number of Shares.Each Stock Option Agreement shall specify the number of shares of Common Stock subject to the Option, which shall be subject to adjustment in accordance with Article 12. Options granted to any Employee in a single fiscal year of the Company shall not cover more than 500,000 shares of Common Stock. Holders of Options shall have no right to dividend equivalents and prior to exercise, no rights to dividends. The limitation set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12.

5.3Exercise Price.Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price under an Option shall in no event be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

5.4Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable, subject to Section 3.4. The Stock Option Agreement shall also specify the term of the Option; provided that the term shall in no event exceed ten (10) years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s Disability, death or Retirement and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. Options may be granted in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited.



NORDSTROM, INC. - 2020 Proxy Statement   B-2


5.5Effect of Change in Control. In the event that the Optionee experiences a Qualifying Termination within twelve (12) months following a Change in Control then, unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such Option for the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control, or (ii) the Option would otherwise continue in accordance with its terms notwithstanding the occurrence of the Change in Control, such Option shall automatically become fully vested and exercisable. However, in the case of an ISO, the acceleration of exercisability shall not occur without the Optionee’s written consent. In addition, acceleration of exercisability may be required pursuant to Article 12.

5.6Dividend Rights. No dividends or dividend equivalent rights shall be paid or accrued with respect to Options.

ARTICLE 6Payments For Option Shares

2023 Proxy Statement

B-2

Table of Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

ARTICLE 6.PAYMENT FOR OPTION SHARES

6.1General Rule. The entire Exercise Price of shares of Common Stock issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such shares of Common Stock are purchased, except as follows:

(a)In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Article 6.

(b)In the case of an NSO, the Committee may at any time accept payment in any form(s) described in this Article 6.

6.2Stock Swap. To the extent specifically provided in an Option Agreement, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, shares of Common Stock that are already owned by the Optionee. Such shares of Common Stock shall be valued at their Fair Market Value on the date when the new shares of Common Stock are purchased under the Plan.

6.3Exercise/Sale. To the extent that this Section 6.3 is applicable and to the extent so provided in the Stock Option Agreement, all or any part of the Exercise Price and any withholding taxes may be paid by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of attestation equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (ii) a “cashless” exercise program established with a broker; (iii) Net Exercise; (iv) by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Committee.

ARTICLE 7Stock Appreciation Rights

ARTICLE 7.STOCK APPRECIATION RIGHTS

SARs granted under the Plan are subject to the following terms and conditions:

7.1SAR Agreement.Each SAR granted under the Plan shall be evidenced by an SAR Agreement between the Participant and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.

7.2Number of Shares. Each SAR Agreement shall specify the number of shares of Common Stock to which the SAR pertains and shall provide for the adjustment of such number in accordance with Article 12. SARs granted to any Participant in a single calendar year shall in no event pertain to more than 500,000 shares of Common Stock. The limitation set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12.

7.3Exercise Price. Each SAR Agreement shall specify the Exercise Price; provided that the Exercise Price under an SAR shall in no event be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

7.4Exercisability and Term.Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable, subject to Section 3.4. The SAR Agreement shall also specify the term of the SAR; provided, however, that the term shall in no event exceed ten (10) years from the date of grant. A SAR Agreement may provide for accelerated exercisability in the event of the Participant’s Disability, death or Retirement and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. SARs may be granted in combination with Options, and such an SAR Agreement may provide that the SARs will not be exercisable unless the related Options are forfeited.



B-3 NORDSTROM, INC. - 2020 Proxy Statement 


7.5Effect of Change in Control. In the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control then, unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such SAR for the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control, or (ii) the SAR would otherwise continue in accordance with its terms notwithstanding the occurrence of the Change in Control, such SAR shall automatically become fully vested and exercisable. In addition, acceleration of exercisability may be required pursuant to Article 12.

7.6Exercise of SARs. Upon exercise of an SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) shares of Common Stock, (b) cash or (c) a combination of shares of Common Stock and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of shares of Common Stock received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the shares of Common Stock subject to the SARs exceeds the Exercise Price.
7.7

7.6Dividend Rights. No dividends or dividend equivalent rights shall be paid or accrued with respect to SARS.

ARTICLE 8Unrestricted Shares

ARTICLE 8.UNRESTRICTED SHARES

Unrestricted Shares granted under the Plan are subject to the following terms and conditions:

8.1Unrestricted Shares. Unrestricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. In no event shall the number of Unrestricted Shares that are granted to any Participant in a single fiscal year exceed 100,000 shares of Common Stock,Plan, subject to adjustment in accordance with Article 12 or together with all other Awards the limits set forth in Section 3.4.

8.2Payment for Awards. Unrestricted Shares may be granted under the Plan for such consideration consisting of any tangible or intangible property or benefit to the Company as the Committee may determine, including cash, services performed and contracts for services to be performed.

B-3

ARTICLE 9Restricted Shares

2023 Proxy Statement

Table of Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

ARTICLE 9.RESTRICTED SHARES

Restricted Shares granted under the Plan are subject to the following terms and conditions:

9.1Restricted Share Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Share Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Agreements entered into under the Plan need not be identical. In no event shall the number of Restricted Shares which are granted to any Participant in a single fiscal year exceed 500,000 shares of Common Stock,identical, subject to adjustment in accordance with Article 12.

9.2Payment for Awards. Restricted Shares may be granted under the Plan for such consideration consisting of any tangible or intangible property or benefit to the Company as the Committee may determine, including cash, services performed and contracts for services to be performed.

9.3Vesting Conditions. Each Award of Restricted Shares shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.

If the Participant’s employment with the Company or Subsidiary is terminated before the end of a Performance Cycle for any reason other than Disability, death or Retirement, the Participant shall forfeit all rights with respect to any Restricted Shares that were being earned during the Performance Cycle. The Committee, in its absolute and sole discretion, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any Restricted Shares that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Restricted Share Agreement may provide for accelerated service-basedservice-based vesting in the event of the Participant’s Disability, death or Retirement (provided that, with respect to accelerated vesting in the event of Retirement, such Restricted Share Agreement shall comply with the requirements of Code Section 409A and include specific provisions regarding any tax withholding requirements, as required). Notwithstanding the foregoing, in the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control, then unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such Restricted Shares for the cash, securities, or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control; or (ii) the Restricted Share Agreement would otherwise continue in accordance with its terms notwithstanding the occurrence



NORDSTROM, INC. - 2020 Proxy Statement   B-4


of the Change in Control, such Restricted Shares shall automatically vest upon the date of such Qualifying Termination at such amount as would have been earned if the original payment date(s) of the Restricted Shares had been the date of the Qualifying Termination, or if such payment is indeterminable then one hundred percent (100%) of such Restricted Shares will vest and any restrictions thereon shall lapse at the time of such Change in Control.

9.4Voting and Dividend Rights. The holders of Restricted Shares granted under the Plan shall have the voting, dividend and other rights as set forth in their Restricted Share Agreement, and may have the same voting, dividend and other rights as the Company’s other shareholders. Any dividends paid on Restricted Shares shall not be paid at the dividend payment date and shall only be paid if and when Restricted Shares vest, in cash or in shares of unrestricted Common Stock having a Fair Market Value equal to the amount of such dividends. Common Stock distributed in connection with a stock split or stock dividend, and distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Common Stock has been distributed.

ARTICLE 10Restricted Stock Units

ARTICLE 10.RESTRICTED STOCK UNITS

Restricted Stock Units granted under the Plan are subject to the following terms and conditions:

10.1Restricted Stock Units. Restricted Stock Units are designated in shares of Common Stock.

10.2Restricted Stock Unit Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Company. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms of the applicable Restricted Stock Unit Agreement that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical. In no event shall the number of Restricted Stock Units which are granted to any Participant in a single fiscal year pertain to more than 500,000 shares of Common Stock,identical, subject to adjustment in accordance with Article 12.

10.3Payment for Awards. To the extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required of the Award recipients.

10.4Vesting Conditions. Each Award of Restricted Stock Units shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.

If the Participant’s employment with the Company or Subsidiary is terminated before the end of a Performance Cycle for any reason other than Disability, death or Retirement, the Participant shall forfeit all rights with respect to any Restricted Stock Units that were being earned during that Performance Cycle. The Committee, in its absolute and sole discretion, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any shares of Restricted Stock Units that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Restricted Stock Unit Agreement may provide for accelerated service-basedservice-based vesting in the event of the Participant’s Disability, death or Retirement (provided that, with respect to accelerated vesting in the event of Retirement, such Restricted Stock Unit Agreement’s accelerated vesting provisions shall comply with the requirements of Code Section 409A). Notwithstanding anything to the contrary contained in the foregoing, in the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control then unless (i) the Committee shall have previously made provision for a cash payment in settlement

2023 Proxy Statement

B-4

Table of or for the assumption, substitution or exchange of any or all of such Restricted Stock Units for the cash, securities, or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control; or (ii) the award of Restricted Stock Units would otherwise continue in accordance with its terms notwithstanding the occurrence of the Change in Control, such Restricted Stock Units shall automatically vest upon the date of such Qualifying Termination at such amount as would have been earned if the original payment date(s) of the Restricted Stock Units had been the date of the Qualifying Termination, or if such payment is indeterminable then one hundred percent (100%) of such Restricted Stock Units will vest and any restrictions thereon shall lapse at the time of such Change in Control.Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

10.5Dividend Rights. Shares underlying an Award of Restricted Stock Units shall not be entitled to dividends and shall be entitled to dividend equivalents with respect to such Restricted Stock Units only as set forth under a Restricted Stock Unit Agreement and in compliance with this Section 10.5. If a Restricted Stock Unit Agreement includes rights to dividend equivalents, an amount equal to the dividends that would have been paid if the Restricted Stock Units had been issued and outstanding shares of Common Stock on or before the record date for any declared dividend shall be paid to the holder of such Restricted Stock Units, in cash or stock, subject to applicable withholding taxes, only if and when the Restricted Stock Units vest. Any dividend equivalents payable pursuant to this Section 10.5 shall be paid no later than March 1 of the calendar year after the calendar year in which the underlying Restricted Stock Units vest as provided in the applicable Restricted Stock Unit Agreement.



B-5 NORDSTROM, INC. - 2020 Proxy Statement 


10.6Form and Time of Settlement of Restricted Stock Unit Awards. Settlement of vested Restricted Stock Units may be made in the form of (a) cash, (b) shares of Common Stock or (c) any combination of both, as determined by the Committee. For the avoidance of doubt, settlement of vested Restricted Stock Units in shares of Common Stock shall not be considered an Award of Unrestricted Shares under Article 8. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of shares of Common Stock over a series of trading days. Vested Restricted Stock Units shall be settled in a lump sum before the later of (i) two and one half (21/2) months after the end of the Company’s fiscal year during which all vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed or (ii) March 15 following the calendar year in which all vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed. Until an Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to adjustment pursuant to Article 12.

10.7Creditors’ Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.

ARTICLE 11Performance Share Units

ARTICLE 11.PERFORMANCE SHARE UNITS

Performance Share Units granted under the Plan are subject to the following terms and conditions:

11.1Performance Share Units. Performance Share Units are designated in shares of Common Stock.

11.2Agreement. Each grant of Performance Share Units under the Plan shall be evidenced by an Agreement between the recipient and the Company, shall be subject to all applicable terms of the Plan, and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Performance Share Unit Agreements entered into under the Plan need not be identical. Performance Share Units may be granted in consideration of a reduction in the recipient’s other compensation.

11.3Payment for Awards. To the extent that an Award is granted in the form of Performance Share Units, no cash consideration shall be required of the Award recipients.

11.4Vesting Conditions. Each Award of Performance Share Units shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Performance Share Unit Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.

In no event shall the number of Performance Share Units which are subject to performance-based vesting conditions and which are granted to any Participant in a single fiscal year exceed 500,000, subject to adjustment in accordance with Article 12.

If the Participant’s employment with the Company or Subsidiary is terminated before the date that Performance Share Units vest, the Participant shall forfeit all rights with respect to any unvested Performance Share Units. However, with respect to Performance Share Units subject to performance-basedperformance-based vesting conditions, the Committee, in its absolute and sole discretion at the time an Award of Performance Share Units is made, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any Performance Share Units that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Performance Share Unit Agreement may provide for accelerated service-basedservice-based vesting in the event of a Participant’s Disability, death or Retirement (provided, in the case of Retirement, that such Performance Share Unit Agreement’s accelerated vesting provisions shall comply with the requirements of Code Section 409A). Notwithstanding anything to the contrary contained in the foregoing, in the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control then unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such Performance Share Units for the cash, securities, or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control; or (ii) the award of Performance Share Units would otherwise continue in accordance with its terms notwithstanding the occurrence of the Change in Control, such Performance Share Units shall automatically vest upon the date of such Qualifying Termination at such amount as would have been earned if the original payment date of the Performance Shares Units had been the date of the Qualifying Termination, or if such payment is indeterminable then one hundred percent (100%) of such Performance Share Units will vest and any restrictions thereon shall lapse at the time of such Change in Control. In addition, acceleration of vesting may be required pursuant to Article 12. 

11.5Dividend Rights. Shares underlying an Award of Performance Share Units shall not be entitled to dividends and shall be entitled to dividend equivalents with respect to such Performance Share Units only as set forth under a Performance Share Unit Agreement and in compliance with this Section 11.5. If a Performance Share Unit Agreement includes rights to dividend equivalents, an amount equal to the dividends that would have been paid if the Performance Share Units had been settled shares of Common Stock on or before the record date for any declared dividend shall be paid to the holder of such Performance Share Units, in cash or stock, subject to applicable withholding taxes, only if and when such Performance Share Units actually vest and are settled in shares of Common Stock. Any dividend equivalents payable pursuant to this Section 11.5 shall be paid no later than March 1 of the calendar year after the calendar year in which the underlying Performance Share Units vest as provided in the applicable Performance Share Unit Agreement.

B-5

2023 Proxy Statement

Table of Contents



APPENDIX B: NORDSTROM, INC. - 2020 Proxy Statement   B-6


AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN


11.6Form and Time of Settlement of Units. Settlement of vested Performance Share Units may be made in the form of (a) cash, (b) shares of Common Stock or (c) any combination of both, as determined by the Committee. For the avoidance of doubt, settlement of vested Performance Share Units in shares of Common Stock shall not be considered an Award of Unrestricted Shares under Article 8. Methods of converting Performance Share Units into cash may include (without limitation) a method based on the average Fair Market Value of shares of Common Stock over a series of trading days. Vested Performance Share Units shall be settled in a lump sum by the last day of the calendar year in which all vesting conditions applicable to the Performance Share Units have been satisfied or have lapsed. Until an Award of Performance Share Units is settled, the number of such Share Units shall be subject to adjustment pursuant to Article 12.

11.7Creditors’ Rights. A holder of Performance Share Units shall have no rights other than those of a general creditor of the Company. Performance Share Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Performance Share Unit Agreement.

ARTICLE 12Protection Against Dilution

ARTICLE 12.PROTECTION AGAINST DILUTION

12.1ModificationEquity Restructuring. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, or Assumption of Awards. Except in connection withany successor thereto), such as a corporate transaction involving the Company (a “Strategic Transaction” which shall include, without limitation any stock dividend, stock split, extraordinaryreverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares or the sale of all or substantially all of the Company’s assets), the terms of outstanding Awards may not be amended to reduce any exercise price associated with such Awards or to cancel any outstanding Awards in exchange for cash, other Awards or other securities with an exercise price that is less than the exercise price of the original Awards without shareholder approval. The foregoing and the provisions of this Article 12 notwithstanding, no modification of an Award shall, without the consent of the Award recipient, alter or impair his or her rights or obligations under such Award.

12.2Adjustments. Upon or in contemplation of any Strategic Transaction, the Committee shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances:
(a)circumstances, proportionately adjust any or all of (i) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of Awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (ii) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding Awards, (iii) the grant, purchase, or exercise price of any or all outstanding Awards, (iv) the securities, cash or other property deliverable upon exercise of any or all outstanding Awards, or (v) the performance standards appropriate to any or all outstanding Awards, or
(b)    make provision for a cash payment or forAwards. With respect to any ISO, in the assumption, substitution or exchange of any or all outstanding share-based Awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon the distribution or consideration payable to holdersabsolute and sole discretion of the outstanding shares of Common Stock upon orCommittee, the adjustments set forth in respect of such event.
this Article 12 may be made in a manner that would cause the Option to cease to qualify as an ISO. For the avoidance of doubt, this Article 12 does not apply to normal cash dividends with respect to Company Stock other than extraordinary dividends or to stock issued in lieu of such dividends.

12.2Corporate Transaction. In the event of any reorganization, merger, consolidation, split-up, spin off, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event (including the sale, merger or other corporate transaction involving a Subsidiary), the Committee may make any of the adjustments set forth in Section 12.1 above and may also make provision for a cash payment or for the assumption, substitution or exchange of any or all outstanding share-based Awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon the distribution or consideration payable to holders of the outstanding shares of Common Stock upon or in respect of such event, and may, in its discretion, accelerate the vesting of outstanding Awards. The Committee may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement and, in the case of Options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess, if any, of the per share amount payable upon or in respect of such event over the grant price of the Award, unless otherwise provided in, or by authorized amendment to, the Award or provided in another applicable agreement with the Participant. With respect

12.3Change in Control.

(a)In the event of a Change in Control, a Participant’s unvested Awards shall not automatically vest, except as otherwise provided by the Committee in an Award Agreement. Instead, except as provided in Section 12.3(b) below, outstanding Awards shall continue in effect or be assumed, or an equivalent Award substituted, by the successor corporation or a parent or subsidiary of the successor corporation (with appropriate adjustments to any ISO,the Awards as set forth in Section 12.1 and 12.2 above). Notwithstanding anything to the contrary contained in the absolute and sole discretionforegoing, in the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control, then the unvested Awards held by that Participant automatically shall vest in full upon the date of such Qualifying Termination, with any performance-based awards deemed earned based on Committee’s assessment of performance through the date of the Committee,Qualifying Termination, or if such performance is indeterminable at that time, at the adjustment may be made100% “target” level of performance.

(b)If the successor corporation and its parent in a manner that would causeChange in Control refuse to assume or substitute for an Award as provided in Section 12.3(a) above, then the Option to cease to qualify as an ISO.

12.3Dissolution or Liquidation. ToCommittee shall, without the extent not previously exercised, settled or assumed, Options, SARs, and Performance Share Units shall terminate immediately prior to the dissolution or liquidationconsent of the Company.
ARTICLE 13Awards Under Other Plans
affected Participants: (i) provide for the cancellation of the vested portion of any such Award as of the date of the Change in Control in exchange for either an amount of cash (or stock, other securities or other property) as provided in Section 12.2 above (and with performance-based awards deemed earned based on Committee’s assessment of performance through the date of the Qualifying Termination, or if such performance is indeterminable at that time, at the 100% “target” level of performance); provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award is equal to or less than zero, then the Award shall be cancelled without payment of consideration, and (ii) provide for the cancellation of the unvested portion of the Award, if any, without payment of consideration as of the date of the Change in Control.

ARTICLE 13.AWARDS UNDER OTHER PLANS

The Company may grant Awards under other equity plans or programs. Such Awards may be settled in the form of shares of Common Stock issued under this Plan.

ARTICLE 14Limitation on Rights

2023 Proxy Statement

B-6

Table of Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

ARTICLE 14.LIMITATION ON RIGHTS

14.1Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee or Nonemployee Director. The Company and its Subsidiaries reserve the right to terminate the Service of any Employee or Nonemployee Director at any time, with or without cause, subject to applicable laws, the Company’s Restated Articles of Incorporation and Bylaws and a written employment agreement (if any).



B-7 NORDSTROM, INC. - 2020 Proxy Statement 


14.2Shareholders’ Rights. Unless otherwise provided in this Plan or in any Award, a Participant shall have no dividend rights, voting rights or other rights as a shareholder with respect to any shares of Common Stock covered by his or her Award prior to the time when a stock certificate for such shares of Common Stock is issued or, if applicable, the time when he or she becomes entitled to receive such shares of Common Stock by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for normal cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.

14.3Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue shares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of shares of Common Stock pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such shares of Common Stock related to their registration, qualification or listing or to an exemption from registration, qualification or listing.

14.4Compliance with Code Section 409A. Awards under the Plan are intended to comply with Code Section 409A and all Awards shall be interpreted in a manner that results in compliance with Section 409A, Department of Treasury regulations, and other interpretive guidance under Section 409A. Notwithstanding any provision of the Plan or an Award to the contrary, if the Committee determines that any Award does not comply with Code Section 409A, the Company may adopt such amendments to the Plan and the affected Award (without consent of the Participant) or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary and appropriate to (a) exempt the Plan and the Award from application of Code Section 409A and/or preserve the intended tax treatment of amounts payable with respect to the Award, or (b) comply with the requirements of Code Section 409A.

14.5Clawback Policy. Each awardAward issued under the Plan is subject to the Company’s clawback policy, which is amended from time to time.

time, whether or not such policy was in place at the time of grant of an Award.

14.6Transferability. Except in the context of death of a Participant, or as otherwise required by law, or as approved by the Committee for no consideration, Awards issued under the Plan may not be transferred to any third party.

14.7Governing Law.Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Washington, without giving effect to any conflicts of laws principles.

ARTICLE 15Withholding Taxes

14.8No Re-Pricing. Except as otherwise provided in Article 12 above, the terms of outstanding Awards may not be amended to reduce any exercise price associated with such Awards or to cancel any outstanding Awards in exchange for cash, other Awards or other securities with an exercise price that is less than the exercise price of the original Awards without shareholder approval.

ARTICLE 15.WITHHOLDING TAXES

15.1General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any shares of Common Stock or make any cash payment under the Plan until such obligations are satisfied.

15.2Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Committee may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any shares of Common Stock that otherwise would be issued to him or her or by surrendering all or a portion of any shares of Common Stock that he or she previously acquired.acquired, in each case having a Fair Market Value equal to the minimum amount required by applicable law to be withheld or paid (or such other amount that will not result in adverse accounting consequences for the Company or a Subsidiary). Such shares of Common Stock shall be valued at their Fair Market Value on the date when they are withheld or surrendered, and shall be deemed to have been issued for purposes of identifying any shares which may become available for grant pursuant to Section 3.3 above.

ARTICLE 16Future of the Plan

ARTICLE 16.FUTURE OF THE PLAN

16.1Term of the Plan. The Plan, as set forth herein, became effective on the date of shareholder approval, May 23, 2019, and shall remain in effect for a period of ten (10) years unless earlier terminated under Section 16.2.

16.2Amendment or Termination. The Board may, at any time and for any reason, amend, alter or terminate the Plan.Plan or an Award Agreement. Notwithstanding the foregoing and except as provided in Section 14.4, no amendment, alteration or termination of the Plan or an Award Agreement shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s express written consent. An amendment of the Plan shall be subject to the approval of the Company’s shareholders for any amendment that would (a) require shareholder approval in order to satisfy the applicable requirements of Code section 422, or other applicable laws, regulations or rules, including but not limited to any stock exchange rules; (b) increase amounts payable under the Plan to Participants (provided that shareholder approval shall not be required for increases that are not material and do not require such

B-7

2023 Proxy Statement

Table of Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

approval under applicable law or stock exchange rules); (c) increase the number of shares of Common Stock authorized to be issued under the Plan; (d) permit the repurchase by the Company of any outstanding Awards with an Exercise Price greater than the then-currentthen-current Fair Market Value of Common Stock; or (e) modify the Plan’s eligibility provisions. No Awards shall be granted under the Plan after the termination thereof.



NORDSTROM, INC. - 2020 Proxy Statement   B-8


ARTICLE 17Definitions

ARTICLE 17.DEFINITIONS

17.1    “Award”“Award” means any grant of an Option, an SAR, an Unrestricted Share, a Restricted Share, a Restricted Stock Unit or a Performance Share Unit under the Plan.

17.2    “Award“Award Agreement” means the written agreement between the Company and the recipient that contains the terms, conditions and restrictions pertaining to a particular Award.

17.3    “Board”“Board” means the Company’s Board of Directors, as constituted from time to time.

17.4“Cause” means as a reason for a Participant’s termination of employment or service shall have the meaning provided in the applicable employment agreement between the Company or a Subsidiary and the Participant, or severance plan covering the Participant, if any, or if there is no such agreement or plan, as applicable, that defines the term, then “Cause” meansshall mean (a) the unauthorized useParticipant’s conviction of, or disclosureplea of the confidential informationguilty or trade secrets of the Company, which useno contest to, (i) any felony (or its international equivalent) or disclosure causes(ii) any other crime that results, or could reasonably be expected to result, in material harm to the business or reputation of the Company or any Subsidiary, (b) convictionan act of personal dishonesty or disloyalty in the course of fulfilling the Participant’s duties to the Company or a pleaSubsidiary, or an act of “guilty”fraud or “no contest”misappropriation, embezzlement, or misuse of funds or property belonging to a felony under the laws of the United StatesCompany or any State thereof,Subsidiary, (c) gross negligence, (d) willful misconduct or (e) athe Participant’s deliberate and continued failure to perform assignedsubstantially such Participant’s material duties that continues afterto the Company or a Subsidiary, (d) a material violation of the written policies of the Company and its Subsidiaries, including but not limited to those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company and its Subsidiaries, (e) the Participant’s engagement in willful misconduct in connection with the Participant’s employment or services with the Company and its Subsidiaries, which results, or could reasonably be expected to result, in material harm to the business or reputation of the Company or any Subsidiary, and (f) breach of any restrictive covenants applicable to the Participant has received written noticeas a result of such failure.any agreement with the Company or any Subsidiary or any policy or plan maintained by the Company or any Subsidiary. The foregoing, however, shall not be deemed an exclusive list of all acts or omissions that the Company (or the Parent or Subsidiary employing the Participant) may consider as grounds for the discharge of the Participant without Cause.

17.5    “Change“Change in Control” means the happening of any of the following:

(a)the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization in excess of fifty percent (50%) of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity;

(b)the sale, transfer or other disposition of all or substantially all of the Company’s assets;

(c) a change in the composition of the Board as a result of which fewer than fifty percent (50%) of the incumbent Directors are Directors who either (i) had been Directors of the Company on the date twenty-fourtwenty-four (24) months prior to the date of the event that may constitute a Change in Control (the “original Directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original Directors who were still in office at the time of the election or nomination and the Directors whose election or nomination was previously so approved, but excluding, for this purpose, any such Director whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation; or

(d)any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-313d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least thirty percent (30%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Paragraph (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary and (ii) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

17.6    “Code”“Code” means the Internal Revenue Code of 1986, as amended.

17.7    “Committee”“Committee” means the Compensation, People and Culture Committee of the Company’s Board.

17.8    “Common“Common Stock” means shares of the common stock of the Company.

17.9    “Company”“Company” means Nordstrom, Inc., a Washington corporation.

2023 Proxy Statement

B-8

Table of Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

17.10    “Disability”“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

17.11    “Employee”“Employee” means a common-lawcommon-law employee of the Company, a Parent or a Subsidiary.

17.12    “Exchange“Exchange Act” means the Securities Exchange Act of 1934, as amended.

17.13    “Exercise“Exercise Price,” in the case of an Option, means the amount for which one share of Common Stock may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of an SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one share of Common Stock in determining the amount payable upon exercise of such SAR.



B-9 NORDSTROM, INC. - 2020 Proxy Statement 


17.14    “Fair“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows: (a) If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market), (ii) listed on any national market pricesystem or (iii) listed, quoted or traded on any automated quotation system, the Fair Market Value of a share of Common Stock determinedshall be the closing sales price for a share as quoted on such exchange or system for such date or, if there is no closing sales price for a share on the date in question, the closing sales price for a share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; (b) If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Common Stock shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share on such date, the high bid and low asked prices for a share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or (c) If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Common Stock shall be established by the Committee in good faith on such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based on the closing price on the date of the Award as reported by the New York Stock Exchange, or the primary exchange or quotation system on which the Common Stock is then trading.faith. Such determination shall be conclusive and binding on all persons.

17.15    “Good“Good Reason” means the occurrence of one or more of the following without the Participant’s express written consent and within twelve (12) months following a Change in Control:

(a)a material diminution in the Participant’s base salary;

(b)a material diminution in the Participant’s authority, duties, or responsibilities;

(c) a material change in the geographic location at which the Participant must perform his or her services to a place that is more than fifty (50) miles from where the Participant was based immediately prior to the Change in Control; and

(d)any other action or inaction that constitutes a material breach by the Company of this Plan with respect to a Participant’s Award.

The event or events described above shall constitute Good Reason only if the Company (or the Parent or Subsidiary employing the Participant) fails to cure such event or events within ninety (90) days after receipt from the Participant of written notice of the event or events which constitutes Good Reason. Such notice must be provided to the Company (or the Parent or Subsidiary employing the Participant) and must provide a reasonably detailed description of the facts that the Participant believes constitute a Good Reason event. Good Reason shall cease to exist for an event on the ninetieth (90th) day following the later of its occurrence or the Participant’s knowledge thereof, unless the Participant has given written notice to the Company thereof prior to such date.

17.16    “ISO”“ISO” means an incentive stock option described in Section 422(b) of the Code.

17.17    “Net“Net Exercise” means in lieu of exercising an Option for cash, the Optionee may elect to receive shares equal to the value of the Option (or the portion thereof being exercised) by surrender of the Option. The Company shall issue to such Optionee a number of shares of Common Stock computed using the following formula:

X =

Y (A - B)

A

Where

X=Y (A - B)

A
Where
X =    The number of shares to be issued to the Optionee pursuant to the Net Exercise.

Y=The number of shares purchasable under this Option or, if only a portion of the    Option is being exercised, the portion of the Option being cancelled (at the date of   such calculation).

A=The fair market value of one (1) share (at the date of such calculation).

B=The Exercise Price (as adjusted to the date of such calculations).

17.18    “NSO”“NSO” means a stock option not described in Sections 422 or 423 of the Code.

B-9

2023 Proxy Statement

Table of Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

17.19    “Nonemployee“Nonemployee Director” means a member of the Company’s Board or the Board of Directors of a Subsidiary who is not an Employee. Service as a Nonemployee Director shall be considered employment for all purposes of the Plan, except as provided in Section 4.2.

17.20    “Option”“Option” means an NSO or an ISO granted under Article 5 of the Plan and entitling the holder to purchase shares of Common Stock pursuant to an Award.

17.21    “Optionee”“Optionee” means an individual or estate who holds an Option.

17.22    “Participant”“Participant” means an individual or estate who holds an Award.

17.23    “Performance“Performance Criteria” shall mean a specified percentage or quantitative level in one or more criteria, which may include one or more of the following performance measures:

(a)the Company’s shareholder return as compared withto any designated industry or other comparator group;

(b)the trading price of the Company’s common stock;

(c) the results of operations, such as sales, earnings, net income (before or after taxes), cash flow, return on assets, same-storesame-store sales, economic profit, or return on investment (including return on equity, return on capital employed, or return on assets);



NORDSTROM, INC. - 2020 Proxy Statement   B-10


(d)earnings before or after taxes, interest, depreciation and/or amortization, and including /excludingincluding/excluding capital gains and losses;

(e)other financial results, such as profit margins, operational efficiency, expense reduction, or asset management goals; and

(f) the internal or external market share of a product or line of products.

Each of the foregoing performance measures may be based on the performance of the Company generally, in the absolute or in relation to its peers, or the performance of a particular Participant, department, business unit, subsidiary, or other segment to which a particular Participant is assigned. The Committee may establish different performance measures and milestones for individual Participants or groups of Participants. For each Participant, each performance measure will be weighted to reflect its relative significance to the Company for the Performance Cycle.

Except as otherwise specified in an individual Award, applicable performance measures shallmay be adjusted to exclude the following items that occur during a given Performance Cycle:

(i)  Extraordinary, unusual or non-recurringnon-recurring items of gain or loss;

(ii) Gains or losses on the disposition of a business, a segment of a business, or significant assets outside the ordinary course of business;

(iii)Changes in tax or accounting standards, principles, regulations or laws;

(iv)The effect of a merger or acquisition, including all financial results derived therefrom during the period from the merger or acquisition date through the end of the Performance Cycle in which the merger or acquisition occurred;

(v) Gains or losses due to non-cashnon-cash adjustments which relate to the valuation of long-termlong-term assets rather than current-yearcurrent-year performance (including but not necessarily limited to gain or loss recognized for store closures, lease terminations, pension adjustments and mark to market adjustments); and

(vi)The impact of other similar occurrences outside of the Company’s core, on-goingon-going business activities (including but not necessarily limited to litigation or tax reserves, financing activities, foreign exchange rate fluctuations and restructuring charges).

In all other respects,

Except as otherwise determined by the Committee, performance measures comprising Performance Criteria for an Award shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting principles (GAAP), or under a non-GAAPnon-GAAP methodology established by the Committee prior to the issuance of an Award. The method of calculating performance measurements shall be consistently applied and identified in the audited financial statements, including footnotes, or the Compensation Discussion and Analysis section of the Company’s annual report.

17.24    “Performance“Performance Cycle” means a predetermined period of time, not less than one year, over which Performance Criteria will be measured with respect to an Award

Award.

17.25    “Performance“Performance Share Unit” means a bookkeeping entry representing the equivalent of one (1) share of Common Stock, as granted under the Plan pursuant to an Award.

17.26    “Performance“Performance Share Unit Agreement” means the written agreement between the Company and the recipient of a Performance Share Unit that contains the terms, conditions and restrictions pertaining to such Performance Share Unit.

17.27     “Plan”“Plan” means this Nordstrom, Inc. 2019 Equity Incentive Plan, as amended from time to time.

17.28    “Prior“Prior Plans” mean the Nordstrom 2010 Equity Incentive Plan and 2004 Equity Incentive Plan, as subsequently amended in 2007 and 2008.

2023 Proxy Statement

B-10

Table of Contents

APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN

17.29    “Qualifying“Qualifying Termination” means (a) the Participant’s employment is involuntarily terminated by the Company (or the Parent or Subsidiary employing the Participant) without Cause, or (b) the Participant terminates employment from the Company (or the Parent or Subsidiary employing the Participant) for Good Reason. The twelve-monthtwelve-month period will be extended by one (1) additional month if the thirty-daythirty-day cure period in Section 17.15 is triggered in the eleventh or twelfth month following a Change in Control. It is intended that any Qualifying Termination shall be an “involuntary Separation from Service,” as that term is defined in Treasury Regulation Section 1.409A-1(n)1.409A-1(n).

17.30    “Restricted“Restricted Share” means a share of Common Stock granted under Article 9 pursuant to an Award, with such restrictions as set forth in the applicable Restricted Share Agreement.

17.31    “Restricted“Restricted Stock Unit” means a right granted under Article 10 to receive Common Stock or cash at the end of a specified deferral period pursuant to an Award, which right may be conditioned on the satisfaction of certain requirements (including the satisfaction of certain performance goals).

17.32    “Restricted“Restricted Share Agreement” means the written agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.



B-11 NORDSTROM, INC. - 2020 Proxy Statement 


17.33    “Restricted“Restricted Stock Unit Agreement” means the written agreement between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

17.34    “Retirement”“Retirement” means Participant’s termination from Service on or after his or her Retirement Date.

17.35    “Retirement“Retirement Date” shall have the meaning as set forth in a particular Award Agreement.

17.36    “SAR”“SAR” means a stock appreciation right granted under Article 7 of the Plan pursuant to an Award.

17.37    “SAR“SAR Agreement” means the written agreement between the Company and a Participant that contains the terms, conditions and restrictions pertaining to his or her SAR.

17.38    “Service”“Service” means service as an Employee or Nonemployee Director.

17.39    “Stock“Stock Option Agreement” means the written agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.

17.40    “Subcommittee”“Subcommittee” means a separate committee established by and consisting of members of the Committee.

17.41    “Subsidiary”“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

17.42    “Unrestricted“Unrestricted Share” means a share of Common Stock granted under Article 8 of the Plan pursuant to an Award.

B-11

2023 Proxy Statement

Table of Contents



APPENDIX C:  NORDSTROM, INC. - 2020 Proxy Statement   B-12



APPENDIX CNordstrom, Inc. Amended and Restated Employee Stock Purchase Plan

 AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

SECTION 1.PURPOSE OF THE PLAN.


The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under Section 423 of the Code. The Plan was originally adopted by the Company’s Board of Directors in November of 1999, and was approved by the Company’s shareholders in May of 2000. The Plan was subsequently amended in several respects and was completely restated in 2005, 2006, 2008, 2011 and 2011.2020. This 20202023 Restatement increases the authorized number of shares of Stock under the Plan, revises the definition of eligible compensation, increases the maximum contribution rate from ten percent (10%) of eligible compensation to fifteen percent (15%) of eligible compensation and incorporates Amendment 2016-1.Plan. The 20202023 Restatement is effective for Offering Periods beginning on and after April 1, 2020.


2023.

SECTION 2.ADMINISTRATION OF THE PLAN.


(a)Committee Composition. The Plan shall be administered by the Committee.


(b)Committee Responsibilities.The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.


SECTION 3.ENROLLMENT AND PARTICIPATION.


(a)Offering Periods.While the Plan is in effect, two Offering Periods shall commence in each calendar year. Offering Periods shall consist of the six-monthsix-month periods commencing on each April 1 and October 1.


(b)Enrollment. Any individual who, on the day preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by completing the enrollment process prescribed for this purpose by the Committee.


(c)Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she (1) ceases to be an Eligible Employee, (2) withdraws from the Plan under Section 5(a), or (3) reaches the end of the Offering Period in which his or her employee contributions were discontinued under Section 8(b). A Participant who withdrew from the Plan under Section 5(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (b) above. A Participant whose employee contributions were discontinued automatically under Section 8(b) shall automatically resume participation at the beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an Eligible Employee.


SECTION 4.EMPLOYEE CONTRIBUTIONS.


(a)Frequency of Payroll Deductions. A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions, as designated by the Participant pursuant to Subsection (b) below, shall occur during the Offering Period on the Compensation payment date while a Participant is in the Plan.


(b)Amount of Payroll Deductions. An Eligible Employee shall designate in the enrollment process the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than one percent (1%) or more than fifteen percent (15%).


(c)Changing Withholding Rate. If a Participant wishes to change the rate of payroll withholding, he or she may do so by notifying the Company using the process prescribed for this purpose by the Committee. The new withholding rate shall be effective as soon as reasonably practicable after such notification by the Company.


(d)Discontinuing Payroll Deductions. If a Participant wishes to discontinue employee contributions entirely, he or she may do so at any time by using the process prescribed for this purpose by the Committee. Payroll withholding shall cease as soon as reasonably practicable after such notification. (In addition, employee contributions may be discontinued automatically pursuant to Section 8(b).) A Participant who has discontinued employee contributions may resume such contributions by using the process prescribed for this purpose by the Committee. Payroll withholding shall resume as soon as reasonably practicable after such notification.




C-1 NORDSTROM, INC. - 2020 Proxy Statement 



SECTION 5.WITHDRAWAL FROM THE PLAN.


(a)Withdrawal. A Participant may elect to withdraw from the Plan by using the process and timing prescribed for this purpose by the Committee. As soon as reasonably practicable after the effective date of a Participant’s withdrawal, payroll deductions shall cease and the entire amount credited to the Participant’s Plan Account shall be refunded to him or her in cash, without interest. No partial withdrawals shall be permitted.


(b)Re-enrollmentRe-enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrollsre-enrolls in the Plan under Section 3(b). Re‑enrollmentRe-enrollment may be effective only at the commencement of an Offering Period.

C-1

2023 Proxy Statement

Table of Contents

APPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN


SECTION 6.CHANGE IN EMPLOYMENT STATUS.


(a)Termination of Employment.Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 5(a). A transfer from one Participating Company to another shall not be treated as a termination of employment.


(b)Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on an approved leave of absence. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.


(c)Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid in the same manner as his or her final paycheck from the Company. Any shares of Stock held by the broker designated by the Committee pursuant to Section 7(e) shall be paid or delivered to a beneficiary or beneficiaries designated by the Participant pursuant to the relevant rules established by the broker with respect to the brokerage account.


SECTION 7.PLAN ACCOUNTS AND PURCHASE OF SHARES.


(a)Plan Accounts. A Plan Account shall be maintained in the name of each Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.


(b)Purchase Price. The Purchase Price for each share of Stock purchased at the close of an Offering Period shall be ninety percent (90%) of the Fair Market Value of such share on the last trading day in such Offering Period.


(c)Number of Shares Purchased. As of the last day of each Offering Period, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance with Section 5(a). The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no Participant shall purchase more than one thousand (1,000) shares of Stock with respect to any Offering Period nor more than the amounts of Stock set forth in Sections 8(b) and 13(a). Any fractional share, as calculated under this Subsection (c), shall be rounded down to the next lower whole share.


(d)Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase during an Offering Period exceeds the maximum number of shares remaining available for issuance under Section 13(a), then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction, the numerator of which is the number of shares that such Participant has elected to purchase and the denominator of which is the number of shares that all Participants have elected to purchase.


(e)Issuance of Stock.Certificates representing shares of Stock purchased by a Participant under the Plan shall be held for each Participant’s benefit by a broker designated by the Committee for the Plan. Shares may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse as joint tenants with right of survivorship or as community property. A Participant may elect the following with respect to such shares, in accordance with and subject to the process prescribed for this purpose by the Committee:


i)

(i)that the Stock certificates be issued to him or her in exchange for the whole shares held within the Participant’s Account, or


ii)

(ii)that shares held within the Participant’s Account be transferred to an appropriate broker designated by the Participant.


Each Participant shall be required to notify the Company in the event of the sale or disposition of any of such shares. For purposes of the previous sentence, the term “disposition” shall have the meaning prescribed under Section 424(c)(1) of the Code.




NORDSTROM, INC. - 2020 Proxy Statement   C-2


(f)Unused Cash Balances. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for a fractional share shall be carried over in the Participant’s Plan Account to the next Offering Period. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) above, Section 8(b) or Section 13(a) shall be refunded to the Participant in cash, without interest.


(g)Shareholder Approval. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company’s shareholders have approved the adoption of the Plan.


SECTION 8.LIMITATIONS ON STOCK OWNERSHIP.


(a)Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing 5% or more of the total combined voting power or value (determined under Code Section 423) of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply:


(i)Ownership of stock shall be determined after applying the attribution rules of Section 424(d) of the Code;


(ii)Each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this or any other plan; and

2023 Proxy Statement

C-2

Table of Contents

APPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN


(iii)For purposes of applying subsection (ii), each Participant shall be deemed to have the right or option to purchase one thousand (1,000) shares of Stock under this Plan with respect to each Offering Period.


(b)Dollar Limit. Any other provision of the Plan notwithstanding, no Participant shall purchase Stock with a Fair Market Value in excess of the following limit:


(i)In the case of Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased in the current calendar year under this Plan.


(ii)In the case of Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased under this Plan in the current calendar year and in the immediately preceding calendar year.


For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each case as of the beginning of the Offering Period in which such Stock is purchased. If a Participant is precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Offering Period ending in the next calendar year (if he or she then is an Eligible Employee).


SECTION 9.RIGHTS NOT TRANSFERABLE.


The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by the laws of descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 5(a).


SECTION 10.NO RIGHTS AS AN EMPLOYEE.


Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.


SECTION 11.NO RIGHTS AS A SHAREHOLDER.


A Participant shall have no rights as a shareholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the last day of the applicable Offering Period.


SECTION 12.SECURITIES LAW REQUIREMENTS.


Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.



C-3 NORDSTROM, INC. - 2020 Proxy Statement 



SECTION 13.STOCK OFFERED UNDER THE PLAN.


(a)Authorized Shares. Effective for Offering Periods commencing on and after April 1, 2020,2023, the aggregate authorized number of shares of Stock available for purchase under the Plan is increased by three million five hundred thousand (3,500,000) shares, conditioned on approval of the increase by the Company’s shareholders within 12 months after the Board approves the increase. If the shareholders approve the increase, the aggregate authorized number of shares of Stock available for purchase under the Plan shall equal sixteennineteen million onesix hundred thousand (16,100,000)(19,600,000) shares, subject to adjustment pursuant to this Section 13. Previously, the aggregate authorized number of shares of Stock available for purchase under the Plan was twelvesixteen million sixone hundred thousand (12,600,000)(16,100,000) shares. In the event the increase is not timely approved by the Company’s shareholders, the aggregate authorized number of shares of Stock available for purchase under the Plan shall remain at 12,600,000 16,100,000shares.


(b)Antidilution Adjustments. The aggregate number of shares of Stock offered under the Plan, the one thousand (1,000) share limitation described in Section 7(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the Committee for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Company’s shareholders or a similar event.


(c)Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period then in progress shall terminate and shares shall be purchased pursuant to Section 7, unless the Plan is assumed by the surviving corporation or its parent corporation pursuant to the plan of merger or consolidation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.

C-3

2023 Proxy Statement

Table of Contents

APPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN


SECTION 14.AMENDMENT OR DISCONTINUANCE.


The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Any amendment that increases the aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by a vote of the shareholders of the Company within 12 months before, or 12 months after, the Board’s adoption of the amendment. In addition, any other amendment of the Plan shall be subject to approval by a vote of the shareholders of the Company to the extent required by an applicable law or regulation. To the extent an amendment does not require shareholder or Board approval (as described above), the Committee shall have the authority to make technical and administrative amendments to the Plan for the sole purpose of carrying out its administrative responsibilities under the Plan.


SECTION 15.DEFINITIONS.


(a)Board” means the Board of Directors of the Company, as constituted from time to time.


(b)Code” means the Internal Revenue Code of 1986, as amended.


(c)Committee” means the Compensation, People and Culture Committee of the Board.


(d)Company” means Nordstrom, Inc., a Washington corporation.


(e)Compensation” means (i) the total compensation paid in cash to a Participant by a Participating Company, including salaries, wages, incentive compensation, commissions, overtime pay and shift premiums, plus (ii) any pre-taxpre-tax contributions made by the Participant under Section 401(k) or 125 of the Code. “Compensation” shall exclude all non-cashnon-cash items, bonuses, moving or relocation allowances, cost-of-livingcost-of-living equalization payments, reimbursement and expense allowances, imputed income, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, restricted stock unit or performance share unit vests and similar items (such as amounts resulting from grants or awards under any stock-basedstock-based compensation program). The Committee shall determine whether a particular item is included in Compensation.


(f)Corporate Reorganization” means:


(i)The consummation of a merger or consolidation of the Company with or into another entity, or any other corporate reorganization; or


(ii)The sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.


(g)Eligible Employee”Employee means any common-lawcommon-law employee who is employed by a Participating Company on February 1 or August 1. The following are excluded from the definition of an Eligible Employee:


(i)any individual whose participation in the Plan is prohibited by the law of any country which has jurisdiction over him or her:




NORDSTROM, INC. - 2020 Proxy Statement   C-4


her,

(ii)any employee who is covered by a collective bargaining agreement, if the collective bargaining agreement excludes the employee (or the bargaining unit of which the employee is a member) from participation in the Plan;Plan, and


(iii)to the extent permitted by Code Section 423, any individual designated by a Participating Company as an independent contractor, even if the individual later is determined by a court of competent jurisdiction to be a common law employee of a Participating Company.


(h)Exchange Act” means the Securities Exchange Act of 1934, as amended.


(i)Fair Market Value” means, as of any date, the value of the Stock determined as follows: (a) If the Stock is (x) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market), (y) listed on any national market pricesystem or (z) listed, quoted or traded on any automated quotation system, the Fair Market Value of a share of Stock determined byshall be the Committeeclosing sales price for a share of Stock as follows:


(i)    If Stock was tradedquoted on The Nasdaq National Marketsuch exchange or system for such date or, if there is no closing sales price for a share on the date in question, thenthe closing sales price for a share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; (b) If the Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Stock is regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Stock shall be equal to the last sale price quotedmean of the high bid and low asked prices for such date by The Nasdaq National Market;

(ii)    If Stock was tradedor, if there are no high bid and low asked prices for a share on such date, the high bid and low asked prices for a stock exchangeshare on the last preceding date for which such information exists, as reported in question, thenThe Wall Street Journal or such other source as the Committee deems reliable; or (c) If the Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Stock shall be equal to the closing price reported by the applicable composite transactions report for such date; or

(iii)    If none of the foregoing provisions is applicable, then the Fair Market Value shall be determinedestablished by the Committee in good faith on such basis as it deems appropriate.

Whenever possible, the determination of Fair Market Value by the Committee shall be based on the prices reported in the Wall Street Journal or as reported directly to the Company by Nasdaq or a stock exchange.faith. Such determination shall be conclusive and binding on all persons.

(j)Offering Period” means a six-monthsix-month period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 3(a).


(k)Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 3(b). Only Eligible Employees may become Participants in this Plan.

2023 Proxy Statement

C-4

Table of Contents

APPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN


(l)Participating Company” means (i) the Company, (ii) each Subsidiary that is a Participating Company as of February 1, 2020, and (iii) each present or future Subsidiary that is affirmatively designated by the Committee as a Participating Company after February 1, 2020. Except as provided in the preceding sentence, no other Subsidiary shall be a Participating Company. The Committee is authorized to change a present or future Subsidiary’s designation as a Participating Company at any time without additional shareholder approval. The Company will maintain a record of all Participating Companies.


(m)Plan” means this Nordstrom, Inc. Employee Stock Purchase Plan, as it may be amended from time to time.


(n)Plan Account” means the account established for each Participant pursuant to Section 7(a).


(o)Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 7(b).


(p)Stock” means the Common Stock of the Company, no par value per share.


(q)Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

C-5

2023 Proxy Statement

Table of Contents

Table of Contents



C-5

PLEASE VOTE TODAY! SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE. TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE THE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED PRELIMINARY COPY SUBJECT TO COMPLETION—APRIL 17, 2023 NORDSTROM, INC. - 2020 Annual Meeting of Shareholders This proxy is solicited by the Board of Directors The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders and Proxy Statement of Nordstrom, Inc. (the “Company”) and hereby appoints Michael W. Maher and Ann Munson Steines and each of them, acting individually, with full power of substitution and re-substitution and all powers that the undersigned would possess if personally present in each, as proxies of the undersigned, to represent the undersigned and vote all shares of the Company’s common stock that the undersigned may be entitled to vote at the Annual Meeting of Shareholders and at any adjournment or postponement thereof (the “Annual Meeting”) scheduled to be held on [], 2023, at [] [a/p].m. Pacific Daylight Time, as provided for herein. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. WHERE NO INSTRUCTION IS SPECIFIED AS TO ANY ITEM, THIS PROXY WILL BE VOTED “FOR” EACH OF THE BOARD’S NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2, 3, 5, 6, AND 7, AND “1 YEAR” ON PROPOSAL 4, AND, TO THE EXTENT AUTHORIZED UNDER RULE 14A-4(C) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, IN THE DISCRETION OF THE PROXIES NAMED HEREIN WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. YOUR VOTE IS VERY IMPORTANT PLEASE SUBMIT YOUR PROXY TODAY CONTINUED AND TO BE SIGNED ON REVERSE SIDE PROXY CARD

Table of Contents


NORDSTROM, INC. YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of the Company’s Common Stock for the upcoming Annual Meeting of Shareholders. YOU CAN VOTE TODAY IN ONE OF THREE WAYS: 1. Vote by Internet Please access https://www.proxyvotenow.com/jwn, and follow the simple instructions provided. Please note you must type an “s” after http. You will be required to provide the unique control number printed below. OR 2. Vote by Telephone Call toll-free from the U.S. or Canada at (855) 260-7729, on a touch-tone telephone. If outside the U.S. or Canada, call +1 (575) 215-3286. Please follow the simple instructions provided. You will be required to provide the unique control number printed below. CONTROL NUMBER: OR 3. Vote by Mail If you do not have access to a touch-tone telephone or to the Internet, please sign, date and return the proxy card in the envelope provided, or mail to: []. You may submit your proxy by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the proxyholder(s) to vote your shares in the same manner as if you had marked, signed and returned a proxy card.1. Election of eleven directors to serve until the 2024 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. X TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE THE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED Please mark vote as in this exmple FOR AGAINST ABSTAIN THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE BOARD’S NOMINEES LISTED IN PROPOSAL 1, “FOR” PROPOSALS 2, 3, 5, 6, AND 7, AND “1 YEAR” ON PROPOSAL 4. DATED: (Signature if held jointly) (Signature if held jointly) (Title) WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. BOARD NOMINEES 1A. Stacy Brown-Philpot 1B. James L. Donald 1C. Kirsten A. Green 1D. Glenda G. McNeal 1E. Erik B. Nordstrom 1F. Peter E. Nordstrom 1G. Eric D. Sprunk 1H. Amie Thuener O’Toole 1I. Bradley D. Tilden 1J. Mark J. Tritton 1K. Atticus N. Tysen 2. Ratification of the appointment of Deloitte as the Company’s Independent Registered Public Accounting Firm to serve for the fiscal year ending February 3, 2024. 3. Advisory voter regarding the compensation of our Named Executive Officers. 4. Advisory vote regarding the frequency of future advisory votes on the compensation of our Named Executive Officers. 5. To approve the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan. 6. To approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan 7. Advisory vote on the extension of the Company’s shareholder rights plan until September 19, 2025. OR 3. Vote by Mail – If you do not have access to a touch-tone telephone or to the Internet, please sign, date and return the proxy card in the envelope provided, or mail to: []. You may submit your proxy by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the proxyholder(s) to vote your shares in the same manner as if you had marked, signed and returned a proxy card. FOR WITHHOLD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 1 YEAR 2 YEARS 3 YEARS ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN

0000072333 4 2022-01-01 2022-12-31


a044826b2020proxystatementba.jpg

page1.jpg

page2.jpg