Richard A. Johnson

	Chairman, President and Chief Executive Officer  Chief Executive officerAge:62  Age: 61Director since:2014 Director since: 2014
		Committees:  Executive (Chair) Skills and Qualifications:
Mr. Johnson has served as the Company’s Professional Experience Foot Locker, Inc.  ●  Chairman, of the Board since May 2016 and ●  President and Chief Executive Officer, since December 2014. Mr. Johnson served as Executive Vice President and Chief Operating Officer from May 2012 to November 2014. He served as Executive Vice President and Group President-Retail Stores from July 2011 to May 2012; President and Chief Executive Officer of Foot Locker U.S., Lady Foot Locker, Kids Foot Locker, and Footaction from January 2010 to June 2011; President and Chief Executive Officer of Foot Locker Europe from August 2007 to January 2010; and President and Chief Executive Officer of Footlocker.com/Eastbay from April 2003 to August 2007. Mr. Johnson has been a director of H&R Block Inc. since September 2015 and was previously a director of Maidenform Brands, Inc. from January 2013 to October 2013.2014		Director Qualifications Mr. Johnson has extensive experience as a retail company executive, including 2223 years at the Company. He serves as our Chairman, President and Chief Executive Officer. Mr. Johnson has led almost all of the Company’s major businesses in the United States, International, and Direct-to-Customer and has extensive knowledge of all facets of the Company’s business. He has played an integral role in developing and executing the Company’s strategic plans. He also Other Directorships Mr. Johnson has experience serving as a director of a public company through his current service asbeen a director of H&R Block Inc. (includingsince September 2015, serving on theits audit and compensation committees)committees, and past service atwas previously a director of Maidenform Brands, Inc. from January 2013 to October 2013. Mr. Johnson is also a director of the Retail Industry Leaders Association (RILA) and the Footwear Distributors and Retailers of America (FDRA) and serves on the University of Wisconsin—Eau Claire, National Leadership Council.

Guillermo G. Marmol

Guillermo G. Marmol
	Independent Director Age: 6667  Director since:2011
		Committees:  Audit (Chair), Finance, Executive Skills and Qualifications:
Mr. Marmol has served as President of Professional Experience Marmol & Associates (consulting firm that provides advisory services and investment capital to early stage technology companies)  ●  President, since March 2007 and prior to that, from October 2000 to May 2003. He served as Division Vice President and a member of the Executive Committee of 2003 Electronic Data Systems Corporation (global technology services company) from ●  Division Vice President, June 2003 to February 2007 and as a director and Chief Executive Officer of Luminant Worldwide Corporation (internet professional services company) from ●  Director and Chief Executive Officer, July 1998 to September 2000. He served as Vice President and Chair of the Operating Committee of Perot Systems Corporation (information technology and business solutions company) from December 1995 to June 1998. He began his career at McKinsey & Company (management consulting firm) from 1990 to 1995, rising to Senior Partner, and was a leader of the organization and business process redesign practices. Mr. Marmol is a director of Vitamin Shoppe, Inc. and Morae Global Corporation, and he is a member of the Board of Trustees and Chair of the Finance Committee of the Center for a Free Cuba. Mr. Marmol was a director of Information Services Group, Inc. from 2012 to 2013, KERA/KXT North Texas Public Broadcasting Inc. from 2015 to 2017, and Principal Solar Inc.October 2000		Director Qualifications Mr. Marmol has a significant background in information technology and systems, which continues to be highly important to the Company as we enhance our technology and systems and build a more powerful digital business to connect with our customers. He also serves as a director and Chair of the Nomination and Governance Committee of another public company, Vitamin Shoppe, Inc. Through his long tenure as a management consultant focusing on strategic analysis and business processes, he brings valuable knowledge and expertise to his service on the Board, as Chair of the Audit Committee Chair and as a member on the Finance Committee. Other Directorships Mr. Marmol is a director of Morae Global Corporation, and he is a member of the Board of Trustees and Finance Committee Chair of the Center for a Free Cuba. Mr. Marmol was a director of Vitamin Shoppe, Inc. from February 2016 to December 2019, Information Services Group, Inc. from March 2012 to April 2013, KERA/KXT North Texas Public Broadcasting Inc., and Principal Solar Inc.

20192020 Proxy Statement

711

Proposal 1: Election of Directors

Matthew M. McKenna

Matthew M. McKenna
	Independent Director Age: 6869  Director since:2006
		Committees:  Audit, Finance (Chair), Executive Skills and Qualifications:
Mr. McKenna has served as Executive in Residence of Georgetown University’s McDonough School of Business since February 2017 and General Partner of the Professional Experience Open Prairie Rural Opportunities Fund, L.P. (private equity fund)  ●  General Partner, since April 2018. He served as Senior Advisor to the 2018 Georgetown University’s McDonough School of Business  ●  Executive in Residence, since February 2017 U.S. Secretary of Agriculture from ●  Senior Advisor, July 2013 to January 2017; President and Chief Executive Officer of 2017 Keep America Beautiful, Inc. (non-profit community improvement and educational organization) from ●  President and Chief Executive Officer, January 2008 to June 2013; and Senior Vice President of Finance of 2013 PepsiCo, Inc. (global snack and beverage company) from ●  Senior Vice President of Finance, August 2001 to December 2007. Mr. McKenna serves on the board of Green Dot Bioplastics LLC (bioscience social enterprise and full-service bioplastics company), and MTC Productions, Inc., a non-profit affiliate of the Manhattan Theater Club. He is also an adjunct professor at 2007 Fordham University School of Law. Mr. McKenna was a director of PepsiAmericas, Inc. from 2001 to 2010.Law  ●  Adjunct professor		Director Qualifications Mr. McKenna has extensive financial, tax, and legal expertise, having served as a partner at an international law firm in New York City, a senior financial officer of PepsiCo, Inc., and a general partner of a private equity fund, which is useful for his service as Chair of the Finance Committee Chair and as a member of the Audit Committee. The Board has determined that Mr. McKenna qualifies as an “audit committee financial expert,” as defined by the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, Mr. McKenna has government experience based on his experience as Senior Advisor to the U.S. Secretary of Agriculture. He also brings the perspective of the non-profit sector from his previous positions as President and Chief Executive Officer of Keep America Beautiful, Inc. and Chairman of Ignatian Volunteer Corps., as well as his current positions as Executive in Residence of Georgetown University and adjunct professor at Fordham University. Other Directorships Mr. McKenna serves on the board of Green Dot Bioplastics LLC (bioscience social enterprise and full-service bioplastics company). Mr. McKenna was a director of PepsiAmericas, Inc. from 2001 to 2010.

Darlene Nicosia

		Independent Director  Age:52  Director since:2020		Committees:  Audit, Compensation Skills and Qualifications:
Professional Experience The Coca-Cola Company (non-alcoholic beverage company)  ●  President of the Canada Business Unit, since January 2019  ●  Vice President, Commercial Product Supply, May 2016 to January 2019  ●  Vice President and Chief Procurement Officer, March 2015 to May 2016   ●  Vice President, Procurement Center of Excellence & Franchise Leader, May 2012 to March 2015		Director Qualifications Ms. Nicosia is currently President of the Canada Business Unit of The Coca-Cola Company. Ms. Nicosia has spent much of her career at The Coca-Cola Company, serving in increasingly senior positions and working to build some of the world’s biggest brands with retailers and suppliers. She has extensive experience in global supply chain management, having served in increasingly senior supply chain roles at each of The Coca-Cola Company, Kraft Heinz Company, and PepsiCo Inc. She also has extensive brand marketing experience and has leveraged technology and innovative solutions to drive growth. Her expertise in global supply chain is very useful to our Board. Other Directorships Ms. Nicosia is a member of the Advisory Board of the Georgia Institute of Technology, Scheller College of Business.

Steven Oakland12

Foot Locker, Inc.

Proposal 1: Election of Directors

Steven Oakland

		Independent Director Age: 5859  Director since:2014
		Committees:  Compensation, Governance (Chair), Executive Skills and Qualifications:
Mr. Oakland has served as Chief Executive Officer and President of Professional Experience TreeHouse Foods, Inc. (manufacturer of packaged foods and beverages)  ●  Chief Executive Officer and President, since March 2018. He previously served as 2018 The J.M. Smucker Company (manufacturer of packaged foods and beverages)  ●  Vice Chair and President, U.S. Food and Beverage, of The J.M. Smucker Company (“Smucker’s”) (manufacturer of packaged foods and beverages) from May 2016 to March 2018; 2018  ●  President, Coffee and Foodservice, of Smucker’s from April 2015 to April 2016; 2016  ●  President, International Food Service, of Smucker’s from May 2011 to March 2015; and President, U.S. Retail-Smucker’s Jif, and Hungry Jack from August 2008 to May 2011. He also serves on the board of MTD Products, Inc., a privately-held manufacturing company, and Foster Farms, a privately-held poultry business.2015		Director Qualifications Mr. Oakland brings to our Board a broad-based business background and extensive experience in domestic and international consumer products operations, with particular strength in customer engagement, marketing, brand-building, and strategic planning. Additionally, Mr. Oakland is actively involved in management resources issues and governance matters as the chief executive of a public company, providing him with relevant expertise as a member of the Compensation Committee and Chair of the Nominating and Governance Committee.Committee Chair. Mr. Oakland also has risk management, business development, and mergers and acquisitions experience. Other Directorships Mr. Oakland serves on the boards of TreeHouse Foods, Inc., a public packaged foods and beverage company, MTD Products, Inc., a privately-held manufacturing company, and Foster Farms, a privately-held poultry business.

Ulice Payne, Jr.

8

Foot Locker, Inc.

Proposal 1: Election of Directors

Ulice Payne, Jr.
	Independent Director Age: 6364  Director since:2016
		Committees:  Audit, Governance Skills and Qualifications:
Mr. Payne has served as President and Managing Member of Professional Experience Addison-Clifton, LLC (global trade compliance advisory services provider)  ●  President and Managing Member, since May 2004. He previously served as 2004 Milwaukee Brewers Baseball Club  ●  President and Chief Executive Officer, of the Milwaukee Brewers Baseball Club from September 2002 to December 2003; 2003 Foley & Lardner, LLP (a Milwaukee-based law firm)  ●  Managing Partner, from 2001 to 2002 and ●  Partner, from February 1998 to September 2002 State of Foley & Lardner, LLP, a Milwaukee-based law firm; and the Wisconsin  ●  Commissioner of Securities, from February 1985 to December 1987. Mr. Payne presently serves as a director of ManpowerGroup Inc., and WEC Energy Group, Inc. He previously served as a director of Badger Meter, Inc. from 2000 to 2010, The Northwestern Mutual Life Insurance Company from 2005 to 2018, Midwest Air Group, Inc. from 1998 to 2007, and The Marcus Corporation from 1996 to 2000.1987		Director Qualifications Mr. Payne brings to our Board significant managerial, operational, financial, public service, and global experience as a result of the many senior positions he has held, including as President and Managing Member of Addison-Clifton, LLC, President and Chief Executive Officer of the Milwaukee Brewers Baseball Club, Managing Partner of Foley & Lardner, LLP, and the Wisconsin Commissioner of Securities. He also serves as a director of two other public companies, ManpowerGroup Inc., and WEC Energy Group, Inc. As Foot Locker is a global company, the Board also benefits from his broad experience in, and knowledge of, international business and global trade compliance. In addition, Mr. Payne’s past and present experience on the boards of several public corporations includes service as a member of either the audit or finance committee at each of these companies, which is beneficial to the Board.

Cheryl Nido Turpin
	Independent DirectorOther Directorships Age: 71 Director since: 2011
Ms. Turpin served as President and Chief Executive Officer of The Limited Stores (retail merchants), a division of Limited Brands, Inc., from June 1994 to August 1997. Prior to that, she served as President and Chief Executive Officer of Lane Bryant, a subsidiary of The Limited Stores, Inc., from January 1990 to June 1994. Ms. Turpin served as a director of The Warnaco Group, Inc. from 2004 to February 2013, and as a director of Stage Stores, Inc. from 2010 to 2011.		Ms. Turpin brings to our Board long experience as a retail executive, most recently as President and Chief Executive Officer of The Limited Stores, where she worked in a multi-divisional retail structure similar to our Company. She previouslyMr. Payne has served as a director of two other public companies, The WarnacoManpowerGroup Inc. since October 2007 and WEC Energy Group, Inc. since January 2003, and Stage Stores, Inc., and shehe also sits on the board of the Wisconsin Conservatory of Music. He previously served as chaira director of the compensation committees of those companies. Her retailBadger Meter, Inc. from February 2000 to April 2010, The Northwestern Mutual Life Insurance Company from January 2005 to May 2018, Midwest Air Group, Inc. from 1998 to 2007, and brand marketing background strongly complements the expertise of the Board, and her past service as chair of the compensation committees of other public retail companies provides particularly useful background for her service on our Compensation Committee.

The Marcus Corporation from 1996 to 2000.

20192020 Proxy Statement

913

Proposal 1: Election of Directors

Kimberly Underhill

Kimberly Underhill
	Independent Director Age: 5455  Director since:2016
		Committees:  Compensation (Chair), Finance, Executive Skills and Qualifications:
Ms. Underhill has served as President, North America Consumer of Professional Experience Kimberly-Clark Corporation (global manufacturer(manufacturer of branded personal care, consumer tissue, and professional healthcare products)  ●  President, North America Consumer, since May 2018. She previously served in other senior leadership positions with Kimberly-Clark, including 2018  ●  Global President of Kimberly-Clark Professional, from April 2014 to May 2018; 2018  ●  President, Consumer Europe, from August 2011 to April 2014; Vice President Country Manager, UK and Ireland from September 2009 to August 2011; and President, North America Group Products, Family Care from October 2006 to August 2009. She is also a member of the Board of Directors of the Network of Executive Women (women’s leadership organization serving retail and consumer goods industries).2014		Director Qualifications Ms. Underhill brings to our Board a broad-based business background and extensive experience in domestic and international consumer products operations, with particular strength in marketing, brand-building, strategic planning, and international business development. Additionally, Ms. Underhill is actively involved in management resources issues as a senior executive of a public company, which provides relevant expertise to both our Compensation Committee, of which she is Chair, and Finance Committee, of which she is a member. Through her senior executive position at Kimberly-Clark, Ms. Underhill also has significant international and business development experience. Other Directorships Ms. Underhill is a member of the Board of Directors of the Network of Executive Women (women’s leadership organization serving retail and consumer goods industries).

Tristan Walker

		Independent Director  Age:35  Director since:2020		Committees:  Finance, Governance Skills and Qualifications:
Professional Experience Walker & Company Brands Inc. (manufacturer of health and beauty products for people of color)  ●   Founder and Chief Executive Officer, since April 2013		Director Qualifications Mr. Walker is the Founder and Chief Executive Officer of Walker & Company Brands, a consumer products company committed to designing personal care solutions for people of color that was acquired by the Procter & Gamble Company in 2018. Prior to his founding Walker & Company Brands, Mr. Walker was an Entrepreneur in Residence at Andreessen Horowitz (venture capital firm) from June 2012 to April 2013 and oversaw strategic partnerships and monetization as Director of Business Development at Foursquare from August 2009 to June 2012. Mr. Walker’s brand marketing and technology experience are deeply connected to the mission of designing solutions for consumers while bridging the gap between technology product innovation and youth culture. Mr. Walker understands how to utilize innovation and technology to drive change and deliver growth. His work at the intersection of technology and the consumer experience make a great addition to our Board. Other Directorships Mr. Walker co-founded and served as Chairman of the Board of CODE2040 to January 2020, which matches high-performing Black and Latino software engineering students and graduates with technology firms and start-ups.

14

Foot Locker, Inc.

Proposal 1: Election of Directors

Dona D. Young

	Lead Independent Lead Director Age: 6566  Director since:2001
		Committees:  Audit, Governance, Executive Skills and Qualifications:
Mrs. Young retired Professional Experience Independent consultant (specializing in April 2009 as corporate social responsibility, corporate governance, and CEO coaching and counseling) The Phoenix Companies, Inc. (an insurance and asset management company) ●  Chairman, President and Chief Executive Officer, of The Phoenix Companies, Inc. (at the time an insurance and asset management company) after a nearly 30-year career. She currently engages in independent strategic advising and consulting, with a focus on corporate social responsibility and board governance issues, and CEO coaching and counseling. She is a member of the Supervisory Board of Aegon N.V. (multinational life insurance, pension, and asset management company), a director of the National Association of Corporate Directors (NACD), a trustee of the Saint James School in Saint James, Maryland, and a director and Audit Committee Chair of Save the Children US, and a director of Save the Children International and Save the Children Association (each a non-profit organization). She has previously served as a director of The Phoenix Companies, Inc., Wachovia Corporation, Sonoco Products Company, and Wittenberg University in Springfield, Ohio.April 2003 to April 2009	Mrs.	Director Qualifications Ms. Young brings significant financial, governance, and legal experience to our Board. Her prior service as General Counsel, and later Chief Executive Officer, of The Phoenix hasCompanies, Inc. exposed her to a number of areas, including financial reporting, leadership and talent development, and risk management. She also has extensive transactional experience, including mergers and acquisitions, divestitures, spin-offs, and restructurings. Mrs.Ms. Young’s leadership skills and broad corporate governance experience concerning board succession planning, board composition, and executive leadership, are useful for her service as Lead Independent Director and a member of both the Nominating and Governance Committee and the Audit Committee. Mrs.Ms. Young serves as a member of the Supervisory Board, Chair of the Risk Committee, and a member of the Nominating and Governance Committee and Audit Committee of Aegon N.V. Mrs. Young is a director of the NACD, a faculty member of the NACD Board Advisory Services, was named to the NACD Directorship 100 for 2015, and has been an NACD Board Leadership Fellow since 2013. She was a 2012 Advanced Leadership Fellow at Harvard University. Mrs.Ms. Young completed the NACD Cyber-Risk Oversight Program and earned a CERT Certificate in Cybersecurity Oversight conferred by Carnegie Mellon University. Other Directorships Ms. Young serves as a member of the Supervisory Board, Risk Committee Chair, and a member of the Nominating and Governance Committee and Audit Committee of Aegon N.V. (multinational life insurance, pension, and asset management company). She is also a director of the National Association of Corporate Directors (NACD), a director of Spahn & Rose Lumber Co., a director and Audit Committee Chair of Save the Children US, and a director of Save the Children International and Save the Children Association (each a non-profit organization), and a trustee of Saint James School in Saint James, Maryland. She has previously served as a director of The Phoenix Companies, Inc., Wachovia Corporation, Sonoco Products Company, and Wittenberg University in Springfield, Ohio.

10

Foot Locker, Inc.

2020 Proxy Statement

15

Proposal 1: Election of Directors 

Note from our Lead Independent Director

SummaryOur Board consists of Director Qualifications and Experience and Demographic Matrix

We believe that our slateindividuals from a diverse range of director nominees possesses the appropriate mix of diversity backgrounds—in terms of gender, age, ethnicity, skills, and business experience, service onand Board experience—with an equally diverse range of perspectives. What we share is a common desire to support management in achieving the Company’spurpose toinspire and empower youth culture. In pursuit of this purpose, the Board is pleased to share with you some highlights of our Board and the boards of other organizations, and viewpoints. We have refreshed our Board overwork during the past five years, as three highly-qualified directors were added to the Board, and three directors retired. Each director is individually qualified to make unique and substantial contributions. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness of Board deliberations and decision making. This blend of qualifications, attributes, and tenure results in highly effective leadership and is summarized below.year:

●

Knowledge, Skills,Partnership with Management. The Board looks forward to continuing to support the Company along itsjourney to realize its vision at the heart of the sport and Experiencesneaker communities.For this reason, when it comes to strategy, our role as a Board is to look beyond “the here and now” and focus on the future. How we engage with management to achieve the Company’s long-term strategy, and review both short- and long-term results, is crucial to this task.

Clark

Feldman

Johnson

Marmol

McKenna

Oakland

Payne

Turpin

Underhill

Young

Leadership

The Board believes that, particularly because the positions of Chairman and Chief Executive Officer are combined, the role of a lead independent director iscritical. As Lead Independent Director, in addition to the responsibilities listed underexperienceOur Board of Directors—Lead Independent Director on page 19,I meet regularly with the Chief Executive Officer and members of his leadership team, visit various stores and facilities, and participate in selected Company events.The committee chairs also regularly engage with management regarding the work of their committees. In addition, while regular meetings with the Chief Executive Officer and other members of senior management are essential to what we do, Board visits to stores across all banners continually prove every bit as illuminating, offering a “front line” rather than purely a “board room” perspective. These visits present opportunities to witness how the Company is important because directors who have served as CEOs of public or substantial privately-held or non-profit companies have experience working, communicating,embracing its latest investments in digital technologies and data analytics and engaging with a varietythe people executing these initiativesdesigned to adapt quickly to customer and market changes. Our Board prioritizes this level of important stakeholder groups, including shareholders, bondholders, and investment analystsengagement across the organization.

	●	●	●	●	●	●	●			●
Strategy
	Broad-Based BusinessCulture.expertise provides a depth of experience to leverage in evaluating issues, and making business judgments	●	●	●	●	●	●	●	●	●	●
	Digital and Channel Connectivityexperience is important to the Company as we build a more powerful digital experience for our customers	●		●	●
	Public Serviceexperience is relevant to the Company as it is affected by government actions					●		●
	Information Securityexperience is relevant givenThe Board recognizes the importance of protectingdoing business the right way. The Board works with the Chief Executive Officer to set and communicate the appropriate ethical “tone” for the Company because the Board believes that associates’ decisions are significantly influenced by an organization’s culture. To help us monitor the engagement of our global workforce, members of our Board meet throughout the year with senior leaders and those on the front lines who have direct customer contact. The Company maintains a robust ethics and compliance program. We also assess associate engagement surveys, associate turnover, and Code of Business Conduct hotline calls to ensure that goals and performance are both reasonable and aligned. In 2019, I co-presented a segment along with our lead audit partner at KPMG at our annual financial controls conference related to our “Culture” to further this mission.

●

Corporate Social Responsibility.Our global corporate social responsibility (“CSR”) efforts remain an integral part of how we manage the business, interact with the communities where we work and live, create an inclusive and diverse workplace and culture, and sustain value by making decisions that are good for the environment. The Board is actively engaged in the oversight of the Company’s CSR strategy and our customers’ information

●

●

Internationalexperiencethis message is important in understanding and reviewinga key topic during each shareholder engagement meeting. Our commitment to CSR is fundamental to our business and strategy outside ofcorporate philosophy and serves as the United States, particularly in Europe and Asia

●

●

●

●

●

●

Retail, Brand Marketing, and Social Mediaexperience gives directors an understanding of assessing, developing, and implementing our marketing and customer engagement strategies

●

●

●

●

●

●

Strategic Investmentsexperience is important in evaluating our financial statements and investment strategy

●

●

●

Strategic Planning and Analysisexperience provides a practical understanding of assessing, developing, and implementing the metricsfoundation of our long-term financial objectivessuccess. For additional information regarding our CSR efforts and strategic prioritiesBoard oversight, seeCorporate Social Responsibility

●

●

●

●

●

●

●

●

●

Supply Chainexperience is beginning on page 27, where we detail our various endeavors around these important to understand the omnichannel commerce distribution model with multiple fulfilment points to serve the customerissues.

●

●

●

The Board is impressed with how the Company puts customers first in all that it does. The Company can only do so because of the dedication and expertise of its people. I would, therefore, like to say a big “thank you” on behalf of the Board to the Company’s entire team across all banners and geographies. The Board looks forward to working with management in the year ahead to help them meet their targets and achieve the Company’s purposetoinspire and empower youth culture. 

2019 Proxy Statement

11

Proposal 1: Election of Directors

Knowledge, Skills, and Experience		Clark	Feldman	Johnson	Marmol	McKenna	Oakland	Payne	Turpin	Underhill	Young
	Technology and Systemsexperience is important given the importance of technology to the retail marketplace, our internal operations, and our customer engagement initiatives			●	●
	Youth Culture/Target Marketexperience is important to understand our business and strategy as our brands keenly focus on their target customers, particularly youth culture	●		●			●		●
Governance
	Accounting or Financialexpertise gained from experience as a CEO, audit professional, or finance executive is important because it assists our directors in understanding and overseeing our financial reporting and internal controls	●	●	●	●	●		●		●	●
	Business Development / Mergers and Acquisitionsexperience is important because it helps in assessing potential growth opportunities		●	●	●	●	●	●	●	●	●
	Environmental, Social, and Governanceexperience is important because it supports our goals of strong Board and management accountability, transparency, and protection of shareholder interests			●		●	●	●	●	●	●
	Risk Managementexperience is helpful to the Board’s role in overseeing the risks facing the Company		●	●	●	●	●				●
Demographic Background
Board Tenure (Year Joined)		2013	2005	2014	2011	2006	2014	2016	2001	2016	2001
Years		6	14	5	8	13	5	3	18	3	18
Gender			●	●	●	●	●	●
Male		●							●	●	●
Female
Age (at April 12, 2019)
Years old		70	67	61	66	68	58	63	71	54	65
Race/Ethnicity
African American								●
Hispanic					●
White		●	●	●		●	●		●	●	●
Number of Other Public Company Boards		1	2	1	1	—	1	2	—	—	1

12Corporate Governance

Foot Locker, Inc.

The Board is committed to good corporate governance and has adopted Corporate Governance Guidelines and other policies and practices to guide the Board and senior management.

Our Board of Directors

Our By-Laws provide for a Board consisting of between 7 and 13 directors. The exact number of directors is determined from time to time by the entire Board. The Board has fixed the number of directors at 10, and there are currently 10 directors on our Board. 

Directors’ Independence

A director is not considered independent under New York Stock Exchange (“NYSE”) rules if he or she hasthey have a material relationship with the Company that would impair his or hertheir independence. In addition to the independence criteria established by the NYSE, the Board has adopted categorical standards to assist it in making its independence determinations regarding individual directors. These categorical standards are contained in the Corporate Governance Guidelines, which are posted on the Company’s corporate website atfootlocker.com/corp.

The Board has determined that the following categories of relationships are immaterial for purposes of determining whether a director is independent under the NYSE listing standards:

2020 Proxy Statement

17

Corporate Governance

We individually inquire of each of our directors and executive officers about any transactions in which the Company and any of these related persons or their immediate family members are participants. We also make inquiries within the Company’s records for information on any of these kinds of transactions. Once we gather the information, we then review all relationships and transactions of which we are aware in which the Company and any of our directors, executive officers, their immediate family members or five-percent shareholders are participants to determine, based on the facts and circumstances, whether the related persons have a direct or indirect material interest. The General Counsel’s office coordinates the related person transaction review process. The Nominating and Governance Committee reviews any reported transactions involving directors and their immediate family members in making its recommendation to the Board on the independence of the directors. In approving, ratifying, or rejecting a related person transaction, the Nominating and Governance Committee considers such

2019 Proxy Statement

13

Corporate Governance

information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to the Company. The Company’s written policies and procedures for related person transactions are included within both the Corporate Governance Guidelines and the Code of Business Conduct. There were no related person transactions in 2018.2019.

The Board, upon the recommendation of the Nominating and Governance Committee, has determined that the following directors are independent under NYSE rules because they have no material relationship with the Company that would impair their independence:

Jarobin Gilbert, Jr. served as a director of the Company during 2018 until his retirement from the Board in May 2018. The Board determined that Mr. Gilbert was independent under NYSE rules through the end of his term as a director because he had no material relationship with the Company that would impair his independence.

In making its independence determination, the Board reviewed recommendations of the Nominating and Governance Committee and considered Dona D.Ms. Young and Ulice Payne, Jr.’sMr. Payne’s relationships as directors of companies with which we do business. The Board has determined that these relationships meet the categorical standard for Relationships with Other Business Entities and are immaterial with respect to determining independence.

The Board has determined that all members of the Audit Committee, the Compensation Committee, the Finance Committee, and the Nominating and Governance Committee are independent as defined under the NYSE listing standards and the director independence standards adopted by the Board.

18

Foot Locker, Inc.

Corporate Governance 

Board Leadership Structure

Our Board evaluates, from time to time as appropriate, whether the same person should serve as Chairman and Chief Executive Officer, or whether the positions should be held by different persons, in light of all relevant facts and circumstances and what it considers to be in the best interests of the Company and our shareholders. Since May 2016, the positions of Chairman and Chief Executive Officer have been held by Richard A. Johnson, with Dona D. Young serving as independent Lead Independent Director. The Board has utilized various leadership structures since 2010, as shown below:

Lead Independent Director

The Board believes that, particularly because the positions of Chairman and Chief Executive Officer are held by the same person, the appointment of an independent lead independent director is appropriate.

The Lead Independent Director’s responsibilities include:

14

Foot Locker, Inc.●

attending meetings of each of the Board committees;

Corporate Governance

The Board periodically considers the periodic rotation of the Lead Independent Director, from time to time, taking into account experience, continuity of leadership, and the best interests of the Company.

Dona D. Young currently serves as the Lead Independent Director. The Board believes that Mrs.Ms. Young is well suited to serve as Lead Independent Director, given her business, financial, and governance background, as well as her more than eighteen years of serviceexperience serving on our Board.

2020 Proxy Statement

19

Corporate Governance

Director On-Boarding and Education

We have an on-boarding program for new directors that is intended to educate a new director on the Company and the Board’s practices. During the first year of the director’s service, the newly-elected director meets with the Company’s Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer, General Counsel and Secretary, and other members of senior management, to review the Company’s business operations, financial matters, strategy, investor relations, risk management, corporate governance, composition of the Board and its committees, and succession and development plans. Additionally, he or she visitsthey visit our stores near the Company’s New York headquarters, and elsewhere, with senior management for an introduction to store operations. During this first year, new directors periodically meet with the Lead Independent Director and with the committee chairs for an immersion into the work of the committees. As part of the on-boarding process, we assign a Board mentor to each new director in addition to the Lead Independent Director.

The second phase of the on-boarding program commences approximately 18 months after the director joins the Board and is specifically tailored to the individual director, taking into consideration his or hertheir experience as a director of other public companies, the committees of our Board on which he or she serves,they serve, and areas of our business and strategy that the director would like to explore more thoroughly with management. For example, during this second phase of the program, directors participate in enhanced discussions in the areas of customer data, retail accounting and operations, and risk management, and meet with key talent. Regular check-ins with the Lead Independent Director continue throughout the on-boarding program.

Director Continuing Education 

Director education is an ongoing process, which begins when a director joins our Board. We also provide thehost regular Board with educational training, using both internal and external resources, in connection with each quarterly Board meetingCommittee presentations, roundtables, and providecommunications presented by management and outside speakers on relevant topics during Board dinners.to help to keep directors appropriately apprised of key developments in our businesses and in our industry, so that they can effectively carry out their oversight responsibilities. We also encourage all directors to attend other continuing education programs to maintain their expertise and provide feedback to the other directors on these programs. Our directors have attended a variety of industry conferences and events hosted by universities, trade groups, law firms, accounting firms, and other advisory service firms for continuing education programs on a variety of topics, including corporate governance, legal, risk management, customer data, finance, retail accounting, and strategy. 

Mandatory Resignation or Retirement

The Board has established a policy whereby a non-employee director is required to advise the Chair of the Nominating and Governance Committee Chair of any change to his or hertheir principal employment. If requested by the Chair, after consultation with the members of the Committee, the director will submit a letter of resignation to the Committee Chair, of the Committee, and the Committee would then meet to consider whether to accept or reject the resignation.

The Corporate Governance Guidelines also require that directors retire from the Board at the annual meeting of shareholders following the director’s 72nd birthday.

Corporate Governance Guidelines

The Board has responsibility for establishing broad corporate policies, reviewing significant developments affecting the Company, overseeing the business strategy, and monitoring the general performance of the Company.

The Board has adopted Corporate Governance Guidelines. The Board periodically reviews the guidelines and revises them, as appropriate. The Corporate Governance Guidelines are available on the corporate governance section of the Company’s corporate website atfootlocker.com/corp. You may also obtain a printed copy of the guidelines by writing to the Secretary at the Company’s headquarters.

2019 Proxy Statement

15

20

Foot Locker, Inc.

Corporate Governance

Board Attendance

The Board held six meetings during 2018.2019. All of our directors attended at least 75% of the aggregate of the meetings of the Board and of the committees on which they served in 2018.

2019.

The Board holds regularly scheduled executive sessions of non-management directors in conjunction with each Board meeting. Dona D. Young, as Lead Independent Director, presides at these executive sessions.

Directors are expected to attend annual meetings of shareholders. The annual meeting is normally scheduled on the same day as a quarterly Board meeting. In 2018,2019, all of the directors attended the annual meeting.

Retention of Outside Advisors

The Board and all of its committees have authority to retain outside advisors and consultants that they consider necessary or appropriate in carrying out their respective responsibilities. The independent accountants are retained by, and report directly to, the Audit Committee. In addition, the Audit Committee is responsible for overseeing the qualifications, performance, and compensation of the internal auditors, to which audit function the Company has outsourced in part.partially outsourced. Similarly, the consultant retained by the Compensation Committee to assist in the evaluation of senior executive compensation reports directly to that committee.

Board Evaluations

Each year, the Board and its committees engage in a robust evaluation process consistent with the Board’s goal of continuous improvement. The Nominating and Governance Committee oversees the evaluation process and reviews the procedures, which may vary from year to year, in advance of each year’s evaluation. The process is designed to elicit candid feedback regarding the areas in which the Board and its committees could improve their effectiveness and utilizes surveys, individual interviews, and action planning.

In addition, in 2018, the Board enhanced its evaluation process and undertook a 360-degree peer evaluation process facilitated by an independent third party. Each director completed an evaluation and individual interview with the third party. The Chair of the Nominating and Governance Committee Chair and the Lead Independent Director each received copies of the completed evaluations. The Lead Independent Director met separately with each director, and the Chair of the Nominating and Governance Committee Chair met with the Lead Independent Director, to discuss the results of the individual evaluations. The Board plans to conduct peer evaluations approximately every two to three years.

Stock Ownership Guidelines

The Board has adopted Stock Ownership Guidelines applicable to the Board, the Chief Executive Officer, and other covered executives. The Guidelines are as follows:

Covered Position	Stock	Ownership Guidelines
Non-employee Director	4x	Annual Retainer Fee (both Cash and Equity)
Chief Executive Officer	6x	Annual Base Salary
Executive Vice President	3x	Annual Base Salary
Senior Vice President; Senior Vice President and General Manager	2x	Annual Base Salary
Corporate Vice President; Vice President and General Manager	0.5x	Annual Base Salary

16

Foot Locker, Inc.

2020 Proxy Statement

21

Corporate Governance

Shares of unvested restricted stock, unvested restricted stock units (“RSUs”), and deferred stock units (“DSUs”) are counted towards ownership for purposes of the Stock Ownership Guidelines. Performance-based RSUs (“PBRSUs”) are counted once earned. Stock options and shares held through the Foot Locker 401(k) Plan are disregarded in calculating ownership.

Directors, the Chief Executive Officer, and other covered executives are required to be in compliance within five years of becoming subject to these guidelines. In the event of any increase in the required ownership level, whether as a result of an increase in the annual retainer fee or base salary or an increase in the required ownership multiple, the target date for compliance with the increased ownership guideline would beis five years after the effective date of such increase.

All executivesdirectors, the Chief Executive Officer, and directorsother covered executives who were required to be in compliance with the guidelines as of the end of the 20182019 fiscal year are in compliance. The Company measures compliance with the guidelines at the end of the prior fiscal year based on the market value of the Company’s stock at that time.

If a director, the Chief Executive Officer, or other covered executive fails to be in compliance with the guidelines as of the end of the prior fiscal year, he or shethey must hold the net shares obtained through future stock option exercises and restricted stock and RSU vestings, after payment of applicable taxes, until again regaining compliance with the guidelines. In order to take into consideration fluctuations in the Company’s stock price, any person who has been in compliance with the guidelines as of the end of at least one of the two preceding fiscal years and who has not subsequently sold shares will not be subject to this holding requirement. For non-employee directors, the Nominating and Governance Committee will consider a director’s failure to comply with the Stock Ownership Guidelines when considering that director for reelection.

The non-employee directors receive one-half of their annual retainer fees, including committee chair retainer fees, in shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), with the balance payable in cash. Directors may elect to receive up to 100% of their annual retainer fees in stock.

Political Contributions

Our Code of Business Conduct prohibits making contributions on behalf of the Company to political parties, political action committees, political candidates, or holders of public office. The Company is a member of several trade associations which, as part of their overall activities, may engage in advocacy activities with regard to issues important to the retail industry or the business community generally.

Our Board’s Oversight of Our Business

Corporate Social Responsibility Oversight

The Board is actively engaged in the oversight of the Company’s CSR strategy. In exercising its authority, the Board recognizes that the long-term interests of our shareholders are best advanced when considering other stakeholders and interested parties, including customers, employees, business partners, and the communities in which we operate. The Governance Committee oversees our CSR efforts, including human capital management and supply chain environmental sustainability, and the Board receives updates from the Governance Committee Chair regarding these environmental, social, and governance matters throughout the year.

Inspired by engagement with shareholders, the Company posted a summary of our CSR efforts on the Responsibility section of the Company’s corporate website atfootlocker.com/corp. Our CSR efforts are focused onHuman Capital Management; Community;Worker Dignity; andEnvironmental Sustainability. For additional information regarding our CSR efforts and Board oversight, seeCorporate Social Responsibilitybeginning on page 27.

Risk Oversight

The Board has oversight responsibilities regarding risks that could affect the Company. This oversight is conducted primarily through the Audit Committee.

The Audit Committee has established procedures for reviewing the Company’s risks. These procedures include regular risk monitoring by management to update current risks and identify potential new and emerging risks, quarterly risk reviews by management with the Audit Committee, and an annual risk report to the full Board. In addition, the Audit Committee

22

Foot Locker, Inc.

Corporate Governance

receives regular briefings from our Chief Information and Customer Connectivity Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel, headVice President of our internal audit function,Internal Audit, and outside experts on cybersecurity risks and cyber risk oversight. During these meetings, the Audit Committee and management discuss these risks, risk management activities and efforts, best practices, lessons learned from incidents at other companies, the effectiveness of our security measures, and other related matters. The Audit Committee Chair reports on the committee’s meetings, considerations, and actions to the full Board at the next Board meeting following each committee meeting.

The Compensation Committee considers risk in relation to the Company’s compensation policies and practices. The Compensation Committee’s independent compensation consultant provides an annual report to the committee on risk relative to the Company’s compensation programs.

The Company believes that this process for risk oversight is appropriate in light of the Company’s business, size, and active senior management participation, including by the Chief Executive Officer, in managing risk and holding regular discussions on risk with the Audit Committee, the Compensation Committee, and the Board.

We are subject to technology risks including failures, security breaches, and cybersecurity risks that could harm our business, damage our reputation, and increase our costs in an effort to protect against such risks. Our cybersecurity program includes the following elements: •Technology: We employ a layered “defense, detect, and respond” strategy. •Benchmarking and external engagement: We benchmark our security practices against other organizations and are active in the information security community. •Third-party assessments: We engage a range of outside experts to regularly assess our organizational security programs, processes, and capabilities. •Internal assessments: We regularly test and improve our information systems through security risk and compliance review, user access campaigns, and other strategies.

2019 Proxy Our Privacy Policy and Privacy Statement

17govern our treatment of customer data. Our policies provide explanations of the types of customer personal information we collect, how we use and share that information and the measures we take to protect the security of that information. Our policies provide multiple points of contact through which our customers may initiate inquiries and raise concerns to us regarding our collection, sharing, and use of their personal data. Our privacy policies and practices in the European Union were updated in 2018 in response to the EU Global Data Protection Regulation (GDPR) requirements. Similarly, our privacy statements and practices in the United States were updated in response to the California Consumer Privacy Act (CCPA), which came into force in January 2020.

 

Corporate Governance

Cybersecurity

We are subject to technology risks including failures, security breaches, and cybersecurity risks which could harm our business, damage our reputation, and increase our costs in an effort to protect against such risks. Our cybersecurity program includes the following elements:

Technology: We employ a layered “defense, detect, and respond” strategy.

Benchmarking and external engagement: We benchmark our security practices against other organizations and are active in the information security community.

Third-party assessments: We engage a range of outside experts to regularly assess our organizational security programs, processes, and capabilities.

Internal assessments: We regularly test and improve our information systems through security risk and compliance review, user access campaigns, and other strategies.

Privacy

Our Privacy Policy and Privacy Statement govern our treatment of customer data. Our policies provide explanations of the types of customer personal information we collect, how we use and share that information and the measures we take to protect the security of that information. Our policies provide multiple points of contact through which our customers may initiate inquiries and raise concerns to us regarding our collection, sharing, and use of their personal data. Our privacy policies and practices in the European Union were updated in 2018 in response to the EU Global Data Protection Regulation (GDPR) requirements. Our privacy statements and practices in the United States are currently being reviewed in response to the requirements of the California Consumer Privacy Act (CCPA), which is scheduled to come into force in January 2020.

Code of Business Conduct

The Company has adopted a Code of Business Conduct for directors, officers, and other employees, including its Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer. The Company periodically reviews the Code of Business Conduct and revises it, as appropriate. A copy of the Code of Business Conduct is available on the corporate governance section of the Company’s corporate website atfootlocker.com/corp. You may obtain a printed copy of the Code of Business Conduct by writing to the Secretary at the Company’s headquarters.

Any waivers of the Code of Business Conduct for directors and executive officers must be approved by the Audit Committee. The Company promptly discloses amendments to the Code of Business Conduct and any waivers of the Code of Business Conduct for directors and executive officers on the corporate governance section of the Company’s corporate website atfootlocker.com/corp.

2020 Proxy Statement

23

Corporate Governance

Global Sourcing Guidelines

The Company has adopted Global Sourcing Guidelines that set out standards applicable to the production of all products sold in our stores. The Company periodically reviews the guidelines and revises them, as appropriate. The Global Sourcing Guidelines are available on the corporate governance section of the Company’s corporate website atfootlocker.com/corp. You may also obtain a printed copy of the guidelines by writing to the Secretary at the Company’s headquarters.

 

Succession Planning

The Board engages in an effective planning process to identify, evaluate, and select potential successors to the Chief Executive Officer and other members of senior management. The Chief Executive Officer reviews senior management succession planning with the Board. Each director has complete and open access to any member of management. Members of management, including those several levels below senior management, are invited regularly to make presentations at Board and committee meetings and meet with directors in informal settings to allow the directors to form a more complete understanding of the executives’ skills and character.

 

18

Foot Locker, Inc.

Corporate Governance

Shareholder Engagement and Voting

The Board believes that it is important to foster long-term relationships with shareholders and understand shareholder perspectives on the Company. We value an open dialogue with our shareholders’ viewsshareholders, and insights, whichwe believe that regular communication is why last yeara critical part of our long-term success. To that end, we extendedcontinue our proactiveoutreach to and dialogue with investors on a range of issues, including corporate governance, compensation, and CSR matters, and we closely monitor policy statements and areas of focus for these investors. We also review feedback about our business from individual investors.

This shareholder engagement program with a specific focus on corporate governance and compensation. This program complements the ongoing dialogue throughout the year among our shareholders and our Chief Executive Officer, Chief Financial Officer, and Investor Relations team on financial and strategic performance. Our engagement program is designed to reach out to our shareholders and hear their perspectives about issues that are important to them, both generally and with regard to the Company, and gather feedback. We believe that this engagement program promotes transparency between the Board and our shareholders and builds informed and productive relationships.

BeginningAs we continued our shareholder engagement program again in 2019, beginning in the fall, of 2018, our Lead Independent Director and a member of managementGeneral Counsel and Secretary met individually with seveneight of our larger shareholders, as well as proxy advisory firms, and discussed topics such as board refreshment and composition, the board evaluation process, boardroom and company culture, executive compensation, and environmental, social, and governance topics. The Lead Independent Director shared the feedback gained from these meetings with the full Board and the Nominating and Governance Committee, as well as compensation-specificcompensation- specific feedback with the Compensation Committee, and, as a result of the feedback, enhancements have been made to this proxy statement to further improve transparency.Committee. As reflected in the following engagement cycle, the Company oversees a rigorous and comprehensive shareholder engagement process:

24

Foot Locker, Inc.

 

Corporate Governance

 

 

We have been responsive to shareholder feedback. In recent years, we have taken a number of actions to strengthen our governance and CSR programs and enhance the disclosure of our practices. For example, the Board voluntarily adopted proxy access and, based on shareholder feedback, the Company enhanced its CSR disclosure on its corporate website atfootlocker.com/corpand added a director skill-set matrix to describe each director’s qualifications in this proxy statement. In addition, the Board amended our By-Laws to implement a majority voting standard in uncontested director elections. Enhancements also have been made to this proxy statement to further improve transparency. Instances such as these evidence our continued commitment to remain responsive on a variety of shareholder concerns. Please continue to share your thoughts or concerns at any time. The Board has established a process to facilitate communication by shareholders with the Board, described below.

 

Communications with the Board

Shareholders and other interested parties who wish to communicate directly with the non-management directors of the Company should send a letter to the Board of Directors, c/o Secretary, Foot Locker, Inc., 330 West 34th Street, New York, New York 10001.

The Secretary will promptly send a copy of the communication to the Lead Independent Director, who may direct the Secretary to send a copy of the communication to the other non-management directors and may determine whether a meeting of the non-management directors should be called to review the communication.

A copy of the Procedures for Communications with the Board of Directors is available on the corporate governance section of the Company’s corporate website atfootlocker.com/corp. You may obtain a printed copy of the procedures by writing to the Secretary at the Company’s headquarters.

 

20192020 Proxy Statement

1925

 

 

Corporate Governance

Majority Voting in the Election of Directors

Directors must be elected by a majority of the votes cast in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected. Our Corporate Governance Guidelines provide that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender his or hertheir resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee will make a recommendation to the Board whether to accept or reject the resignation, or whether other action should be taken. The director who tenders his or hertheir resignation will not participate in the Committee’s or the Board’s decision. In determining its recommendation to the Board, the Nominating and Governance Committee will consider all factors that it deems relevant. Following such determination, the Company will promptly disclose publicly the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation.

 

Proxy Access

Under our proxy access by-law, a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Company’s outstanding common stock, par value $0.01 per share (“Common StockStock”) continuously for at least three years as of the date of the notice of nomination, may nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board, whichever is greater (subject to certain limitations set forth in the By-Laws), provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the By-Laws.

Environmental, Social, and Governance Highlights

Foot Locker recognizes the importance of environmental, social, and governance (ESG) issues to shareholders and formed a global cross-functional team, including Legal, Human Resources, Supply Chain, Sourcing, and Real Estate/Construction, among other functions, to monitor our ESG efforts. The Board oversees our ESG program and receives regular updates from management.

Foot Locker’s ESG priorities are centered onOpportunity;Community;Worker Dignity; andSustainability.

Opportunity

We aim to create opportunities for all of our employees.

Employ over 49,000 people globally

Provide great jobs and inclusive advancement in retail

Women represent 46% of our total global workforce, 33% of executives, and 44% of independent directors of the Board

84% of our U.S. workforce* and 22% of the independent directors of the Board are ethnically diverse

Initiated disability hiring program to attract, hire, and retain employees with disabilities

944 employees promoted globally in 2018

*

U.S. workforce represents 74% of global workforce.

20

Foot Locker, Inc.

Corporate Governance

	Fostering Diversity, Inclusion, and Equality
	Our goal is to attract, develop, and retain employees from all walks of life. As of the fiscal year-end, women comprised 46% of our total employees globally, 33% of our executives, and 44% of our independent directors. At Foot Locker, women serve in several key leadership roles, including as Chief Financial Officer, Chief Human Resources Officer, General Counsel and Secretary, Chief Accounting Officer, Vice President—Global Total Rewards, and Vice President and General Manager, Foot Locker Pacific. As of the fiscal year-end, 84% of our U.S. employees, and 22% of the independent directors of the Board were ethnically diverse. Foot Locker treats all employees fairly regardless of their race, gender, age, ethnicity, sexual orientation, disability, or national origin. Foot Locker was recognized again in 2018 for our industry leading ESG practices with awards for Best Workplaces for Diversity, and Best Workplaces in Retail, both conferred by the Great Place to Work Institute. Foot Locker was also rated on Forbes’ Most Engaged Customer List in 2018 for its “relentless focus on the customer experience.” We are also committed to Board diversity; 66% of the independent directors are ethnically diverse or female, including our Lead Director. In 2018, the NACD honored the Board with an NACD NXT recognition award for excellence in harnessing board diversity and innovation as a strategy for building long-term value. According to NACD, Foot Locker was chosen “for its devotion to diversity and inclusion which is clearly systemic and strategic for the board, management, and operations.” We also recently created a disability hiring initiative in partnership with the National Organization on Disability at one of our distribution centers in order to establish the appropriate conditions to attract, hire, and retain employees with disabilities. Our goal is to increase the number of qualified applicants by tapping talent pools of individuals with disabilities, including veterans, and train employees with respect to disability awareness. Our commitment to diversity and inclusion is also reinforced by the Code of Business Conduct (COBC), which includes a zero-tolerance policy for any form of discrimination, harassment, or retaliation.
	Advancing Careers and Developing Talent
	We strive to develop a diverse pipeline of talent and provide our employees with advancement opportunities. As a retailer that values hands-on experience in our stores, our store employees have opportunities to take on higher-level field and corporate positions. The best testaments to the opportunities we provide are our employees who started out at stores and rose through the ranks to senior management positions. Employees frequently work for multiple brands and in multiple functions throughout their careers. Average non-store employee tenure (at the manager and higher levels) is 12 years. We also offer employees at all levels a variety of training opportunities, ranging from online courses to in-person workshops and multi-day programs.
	At Foot Locker, we are all about developing and supporting our people. E-learning, training, and scholarships are a few ways in which we enrich employees professionally. “You Develop,” our e-learning program, features an objectives worksheet to help employees have constructive career conversations with their managers. In 2018, we launched a “Leading in a Matrix Organization” training workshop across our global offices to skill-build in the areas of collaboration and trust to enable employees to work more effectively as a team. Internal and external speakers share lessons learned during “Shoe on This” trainings (sessions are recorded and posted on our employee portal) and our online learning platform, Lynda.com, offers video courses on software and professional skills. Our Foot Locker Associate Scholarship Program awards nine $5,000 scholarships, and one $10,000 scholarship (known as the Ken C. Hicks Associate Scholarship), annually to employees.

2019 Proxy Statement

21

Corporate Governance

	Benefits
	We believe we offer competitive compensation and benefits, including health and wellness benefits (i.e., medical, dental and vision coverage), financial benefits (i.e., pension, 401(k) Plan with Company matching contribution, Employee Stock Purchase Plan (ESPP) at a 15% discount, and commuter benefits), and work-life balance and lifestyle benefits (paid time off (PTO) and Employee Discount Program).
	To be the best, employees need to feel their best. As part of our comprehensive benefits offering, we provide eligible employees with personalized wellness coaching. The one-on-one program integrates phone and mail-based communications with an online interactive health coach and is designed to target specific goals around nutrition, exercise, and heart health. Select facilities feature an on-site gym for convenient workouts and our employee discount platform, “YouDecide,” offers discounted rates for local fitness clubs. While health is a year-round priority, some corporate offices organize a Wellness Month with free workout classes, a health fair, and fresh fruit delivery.
	We are our customers—our employees are true sneakerheads. One of the great aspects of our culture is our ability to celebrate and fuel the sneaker passion of not just our customers, but also our employees. To celebrate that passion, we offer employee product discounts and access to exclusive offerings from a range of vendors. With the ever-evolving retail landscape, Foot Locker is committed to fostering elevated in-store experiences featuring high-profile guests through vendor partnerships that make us stand out from the crowd. Our employees gain exposure to unique opportunities with athletes, celebrities, and other tastemakers who impact the youth culture that inspires and fuels the Company, as well as access to events like the New York City Marathon (employees can gain coveted entry in the race), NBA All Star Weekend, NBA Drafts, and concerts.
	Ensuring Worker Safety
	We are dedicated to fundamental worker safety. We strive to prevent and promptly address any employee work-related injuries. Over time, we have experienced a decrease in the number of recorded accidents and lost time from employees out of work due to work-related injuries. We have a centralized online reporting system that tracks all incidents and injuries. We analyze the information at least quarterly to assess risks and develop preventive measures. Our Risk Management team analyzes recurring injuries and issues to determine trends and if current policies or practices need to be amended or if more training is required to address risks. Our field auditors review safety measures in their audit process.
	Ethics and Compliance
	Culture is the foundation of everything we do at Foot Locker. We define culture as our values in action. Our culture is one of high performance, and it is how we live out our values.How we do business is just as important aswhat we do. The COBC serves as our ethical compass for the commitment we make to our stakeholders, customers, and one another. Our Global Legal Department manages our COBC program by providing training and online education, and partners with the Internal Controls Department to audit employee assessments. Employees are required to certify COBC compliance annually. When issues arise, our employees are encouraged to speak up and use our open-door process for discussing any concerns. We also provide a confidential COBC hotline. The General Counsel reports to the Audit Committee on the COBC program.
	Community
	We aim to help strengthen and support local communities where we do business.
	●      Raised and donated over $9 million for scholarships since 2004, plus footwear and apparel donations to several organizations
	●      U.S. non-store employees permitted paid time-off for volunteering in their communities

22

Foot Locker, Inc.

Corporate Governance

	Adopt One Village Inc, a not-for-profit organization that provides aid to small villages in Ghana At Foot Locker, we do well by doing good. Giving back to those in need and enriching people’s lives is a deep-rooted philosophy imbued in our corporate culture that extends to our employees around the world. That’s why we permit all U.S. non-store employees one paid day off each year to give back to their communities. In 2018, our employees exemplified our core value of community by uniting to effect positive change during times of need. In addition to monetary contributions from the Foot Locker Foundation and our long-standing partner, the Two Ten Footwear Foundation, we donated footwear and apparel to families in need. The Foot Locker Foundation channels our support to those in need through educational initiatives, namely the Foot Locker Scholar Athletes Program, which awards 19 $20,000 scholarships, and one $25,000 scholarship (known as the Ken C. Hicks Scholar Athletes Scholarship), annually to student athletes since 2011. The program has invested nearly $3 million in the education and future of some of America’s most promising student athletes since 2011. We have also raised millions of dollars in support of higher education through our annual “On Our Feet” fundraising gala, benefitting hundreds of students through a joint scholarship program with our partner, the United Negro College Fund, Inc. We have raised and donated over $9 million for scholarships since 2004. In addition, Kids Foot Locker collaborates with the Boys & Girls Clubs of America (BGCA) on the “In My Shoes Challenge” by inviting children from BGCA to share their interests and what it means to them—such as sports, music, art, writing, or photography—by posting a photo and caption through social media. Foot Locker also dedicates significant resources to many other important social causes around the world, such as the Fred Jordan Missions, the Two Ten Foundation, the American Red Cross, the American Cancer Society’s Making Strides Against Breast Cancer Walk, Adopt One Village Inc. (Ghana), the Pluryn Foundation (The Netherlands), the Starlight Children’s Foundation (Australia), and the Special Olympics (Canada).
	Worker Dignity
	We respect all workers involved in our supply chain.
	●     Global Sourcing Guidelines (GSG) are distributed annually to our suppliers
	●     Foot Locker has consolidated its private label supplier base to work more closely with fewer suppliers with deeper partnerships
	●     Private label products sourced by Foot Locker are produced in China (59%), Pakistan (27%), Vietnam (10%), and Other (Thailand, United States, Portugal, Turkey, and Honduras) (4%)
	Foot Locker is concerned with the safety and fair treatment of all workers involved in our supply chain, wherever the workers are located. We work hard to choose reputable business partners who are committed to ethical standards and business practices. At a minimum, we expect our suppliers to comply, and to ensure that their subcontractors comply, with all legal requirements applicable to their business. Foot Locker will only do business with suppliers whose workers are, in all cases, present voluntarily, compensated fairly and allowed the right of free association and who are neither put at risk of physical harm, discriminated against, nor exploited in any way. To this end, Foot Locker has developed GSG, which are distributed annually and require all branded and private-label vendors and suppliers globally to respect certain standards, notwithstanding more relaxed standards, if any, imposed by applicable local law. We have also developed several other policies to address specific ESG concerns, including the Anti-Corruption Policy and Conflict Minerals Policy. The GSG are incorporated into our Vendor Standards Manual. Regular factory audits are performed by a third party or our in-house auditors. Foot Locker also reserves the right to make periodic, unannounced inspections to verify compliance with the GSG. Suppliers agree to maintain and provide, upon request, all documentation necessary to demonstrate compliance. In recent years, we have taken steps to consolidate our supplier base so that we are working more closely with fewer suppliers, and deepen our partnerships with suppliers to forge a more collaborative approach grounded in continuous engagement and improvement.

2019 Proxy Statement

23

Corporate Governance

	Sustainability
	We aim to enhance the sustainability of our operations and value chains.
	●      Reduced energy and eliminated waste
	Our dedication to reducing the environmental impact of our stores, distribution centers, and offices means implementing practices that are more efficient and reducing our waste production. These efforts both reduce our environmental impact and are cost-effective.
	Energy
	Foot Locker is in the process of a multi-year rollout to replace all of its fluorescent fixtures with LED lights—which consume 80% less energy than conventional lights—in its stores, warehouses, and distribution centers. Not only are these changes good for the environment, but they could reduce our annual energy costs over time and they last five to 10 times longer. We have also begun installing “lightstat” thermostats in many of our stores. These “smart” thermostats utilize a photocell to determine whether a space is occupied and resets the heating or cooling accordingly. We are also exploring other options that achieve significant energy reductions while balancing business needs. Our corporate headquarters in New York has partnered with our landlord to set corporate goals to reduce our energy consumption in our headquarters by 35%, aligning with the NYC Mayor’s commitment of reducing 80% of carbon emissions by 2050.
	Distribution
	Foot Locker has implemented measures to reduce its greenhouse gas emissions. We have committed to increasing the amount of freight we ship within each carrier and only shipping trucks or containers once full. We have committed to using cleaner modes of transportation and encouraging the use of fuel-saving strategies and technologies. We are also enhancing our data collection capabilities to better measure results. We are working with our vendor partners and adding mini-distribution centers into our supply chain network to accept and distribute product. This decreases shipping runs and accelerates speed of product to the customer. Our trucks frequently run overnight to reduce idling time and pollution. We also make efforts to ship intermodal when available.
	Waste
	Our biggest waste stream is from packaging, namely boxes used to transport and protect our merchandise as it moves from our distribution centers to stores. We curtail this waste, however, by reusing boxes within our supply chain system and for products returned to the vendors. We do not utilize hangers or tote bags for shipping. We primarily utilize corrugated and recycled boxes and sell back several thousand tons of corrugated boxes for recycling each year. We also continue to search for additional solutions, including through partnerships with our brands, suppliers, and the greater footwear and apparel industry, to reduce packaging weight and change packaging materials to decrease overall waste volume and allow for greater recycling. For example, the Retail Industry Leaders Association (RILA), of which we are a member, has convened retailers to explore ways to collect and recycle these major waste streams.

2426

Foot Locker, Inc.

 

 

 

 

 

 

Committees 

Our global CSR efforts are part of the fabric of who we are and reflect our core values of integrity, leadership, excellence, service, team work, innovation, and community. Stakeholders increasingly want to know that the company they are buying from, investing in, working for, or doing business with, is not only delivering strong financial returns, but also acting responsibly and ethically. They look to companies like ours to be good corporate citizens that value their associates, give back to their communities in meaningful ways, and actively address the impact their operations may have on the environment, while simultaneously delivering strong financial performance and long-term shareholder value. For these reasons, we have a global cross-functional CSR team, including representatives from our Legal, Human Resources, Supply Chain, Sourcing, Real Estate, and Product teams, that monitors our CSR efforts. The Governance Committee oversees our CSR program and the Board receives updates from the Governance Committee Chair throughout the year.

While important progress to enhance our commitment to CSR already has been made, we are on a journey—continuously working to develop specific CSR goals and improve our reporting. We believe that the Sustainability Accounting Standards Board (“SASB”) provides a clear set of standards for reporting sustainability information across a wide range of issues. For evaluating and reporting climate-related risks, the Task Force on Climate-related Financial Disclosures (“TCFD”) provides a valuable framework. We continue to make progress towards SASB- and TCFD-aligned reporting. We will continue to increase the use of metrics to better demonstrate our progress so that our efforts are transparent for our stakeholders. This process will be more evolutionary than revolutionary, but our goal is to make progress each year. We look forward to sharing more with you over time. We remain passionate about continuously improving our programs and working to make a positive and sustainable impact on the world.

We appreciate the opportunity to update you on the exciting progress we are making in each of these areas. Our CSR priorities are focused onHuman Capital Management;Community;Worker Dignity; andEnvironmental Sustainability.

 

The Board has delegated certain duties to committees, which assist the Board in carrying out its responsibilities. There are five standing committees of the Board. Each independent director serves on at least two committees. The key oversight responsibilities of the committees, the current committee memberships, and the number of meetings held during 2018 are described below. 

 

The Board has adopted charters for each ofTo learn more about our evolving efforts, please visit the Audit Committee, the Compensation Committee, the Finance Committee, and the Nominating and Governance Committee. Copies of the charters for these committees are available on the corporate governance Responsibilitysection of the Company’sour corporate website atfootlocker.com/corp. You may also obtain printed copies of these charters by writing to the Secretary at the Company’s headquarters.

As a general principle, the Board believes that the periodic rotation of committee assignments on a staggered basis is desirable and provides an opportunity to foster diverse perspective and develop breadth of knowledge within the Board. In 2018, Mr. Feldman rotated off as Chair of the Compensation Committee, remaining as a member of the Committee, and Ms. Underhill took on the role of Committee Chair.

Audit			A
		Key Oversight Responsibilities ●appoints the independent auditors ●approves the independent auditors’ compensation ●assists the Board in fulfilling its oversight responsibilities in the following areas: ○ accounting policies and practices ○ the integrity of the Company’s financial statements ○ compliance with legal and regulatory requirements ○ the Company’s risk assessment and risk management policies ○ cybersecurity ○ the qualifications, independence, and performance of the independent auditors ○ the qualifications, performance, and compensation of the internal auditors ○ reviews and monitors compliance with the Company’s Code of Business Conduct ●  establishes procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, and auditing matters This committee consists of four independent directors, as independence is defined under the U.S. Securities and Exchange Commission (the “SEC”) and NYSE rules applicable to audit committee members. All of the members meet the expertise requirements under the NYSE rules. The Board has determined that Mr. McKenna qualifies as an “audit committee financial expert,” as defined by the rules under the Exchange Act, through his relevant experience as a former senior financial executive of a large multinational corporation. TheAudit Committee Reportappears on page 70.
Chair Guillermo G. Marmol
Other Members McKenna, Payne, Young 9meetings in 2018

 

20192020 Proxy Statement

2527

 

Board of Directors

Compensation			C
		Key Oversight Responsibilities ●determines the compensation of the Chief Executive Officer ●reviews and approves all compensation for the Company’s executive management group, which consists of the executive officers and corporate officers ●responsible for decisions regarding equity compensation for other employees ● assesses risk in relation to the Company’s compensation policies and practices ● administers the Company’s various compensation plans, including the incentive plans, the equity-based compensation plans, and the ESPP (other than the Company’s 2007 Stock Incentive Plan (the “Stock Incentive Plan”), committee members are ineligible to participate in these compensation plans) ● reviews and makes recommendations to the Board concerning executive development and succession ● reviews non-employee directors’ compensation and makes recommendations to the Board concerning the form and amount of non-employee directors’ compensation This committee consists of five independent directors, as independence is defined under the NYSE rules applicable to compensation committee members. See theCompensation Discussion and Analysis(“CD&A”) on pages 33 through 50 for a discussion of the Compensation Committee’s procedures for determining compensation, and theCompensation Committee Reporton page 50.
Chair Kimberly Underhill
Other Members Clark, Feldman, Oakland, Turpin 6meetings in 2018

Finance			F
		Key Oversight Responsibilities ●reviews the Company’s financial plans and objectives ●reviews and makes recommendations to the Board regarding the Company’s annual operating budget and two-year plans ● reviews the Company’s allocation of capital, annual capital budget, and policies related to capital and other expenditures ● reviews and makes recommendations to the Board regarding the Company’s uses of cash, including capital expenditures, stock and bond repurchases, and dividend payments ● reviews and makes recommendations to the Board regarding the Company’s cash requirements and sources of cash, including debt or equity issuances, revolving credit facilities, or other debt instruments or facilities ● reviews the Company’s insurance and self-insurance reserves ● reviews the Company’s derivatives policy and its use of derivatives ● reviews and makes recommendations to the Board regarding proposed mergers, combinations, acquisitions, offers to purchase the Company’s shares or significant assets, divestitures, and strategic investments ● reviews the Company’s Corporate Development Approval process ● reviews reports from the Retirement Plan Committee regarding the asset allocation and investment performance of the Company’s North America pension funds
Chair Matthew M. McKenna
Other Members Clark, Feldman, Marmol, Underhill 9meetings in 2018

26

Foot Locker, Inc.

 

 

 

 

 

Nominating and Governance			N
		Key Oversight Responsibilities ●  oversees corporate governance matters affecting the Company, including developing and recommending criteria and policies relating to director service and tenure ●  establishes criteria for Board candidates ●  retains a third-party search firm from time to time to identify potential director candidates ●  selects new director nominees to recommend to the Board ●  considers the re-nomination of existing directors after it conducts an annual review of each director’s qualifications, experience, and independence ●  reviews membership on the Board committees and, after consultation with the Chief Executive Officer and the Lead Director, makes recommendations to the Board annually regarding committee members and committee chair assignments ●  oversees the annual self-assessment process for the Board and committees ●  reviews trends and governance with regard to non-employee directors' compensation Shareholders who wish to recommend candidates for Board membership may contact the Nominating and Governance Committee in the manner described on page 19 underCommunications with the Board. Shareholder nominations must be made according to the procedures required under, and within the timeframe described in, the By-Laws and underDeadlines and Procedures for Nominations and Shareholder Proposals on page 73. Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures will be evaluated by the Nominating and Governance Committee in the same manner as the Company’s nominees.
Chair Steven Oakland
Other Members Payne, Turpin, Young 4meetings in 2018

Executive			E
		Key Oversight Responsibilities ●  shares all of the powers of the Board during intervals between Board meetings, except for certain matters reserved to the Board
Chair Richard A. Johnson
Other Members Marmol, McKenna, Oakland, Underhill, Young No meetings in 2018

2019 Proxy Statement

27