TO INSPIRE AND EMPOWER 2022 PROXY STATEMENT

FOOT LOCKER, INC. ENHANCED ITS POSITIONING IN NORTH AMERICA WITH ACQUISITION OF WSS, AND ACCELERATED ASIA-PACIFIC EXPANSION WITH ACQUISITION OF ATMOS

is an athletically-inspired retailer focused on the large and rapidly growing Hispanic consumer demographic, operating a fleet of off-mall stores in key markets across California, Texas, Arizona, and Nevada. WSS’s community-driven business benefits from deep relationships with customers– with approximately 80% of its sales coming from customers who are members of its loyalty program. Foot Locker, Inc. benefits from WSS’s differentiated market position and complementary customer base and real estate portfolio. WSS’s assortment of classic styles further diversifies Foot Locker, Inc.’s product mix, enabling the Company to serve a broader range of consumer needs across price points.

is a culturally-connected brand featuring premium sneakers and apparel, an exclusive in-house label, collaborative relationships with leading vendors in the sneaker ecosystem, experiential stores, and a robust omni-channel platform. This acquisition accelerates Foot Locker, Inc.’s global reach with a highly-strategic foothold in Japan, extends the Company’s premium and top-tier offerings, and increases its digital penetration.

330 West 34th Street

New York, New York 10001

April 12, 2019

Dear Fellow Shareholders:

Last year, I highlighted how our customers’ rapidly-changing preferences and shopping behaviors–fueled by access to information, influences, and ideas from around the world–were challenging for our Company and the broader retail industry. This year, I am pleased to report that, by focusing on our commitment to elevate the customer experience across each of our channels and leveraging our strategic brand partnerships, we continued to differentiate our business and build positive momentum through each quarter of 2018. In 2019, we will continue to build on our strengths and seize opportunities to evolve our business by developing our internal assets and expanding into new markets.

Everything we do starts with the customer. Our new strategic framework is built on knowing, engaging, and serving our customers–wherever and however they want to interact with us–in store or online. By executing against this framework, we believe we will have the focus and tools to achieve our four key strategic imperatives:

DEFINED TERMS			ii
FORWARD-LOOKING STATEMENTS	iii
NOTICE OF ANNUAL MEETING	1
MESSAGE FROM OUR CHAIRMAN AND CEO	3
ABOUT FOOT LOCKER, INC.	5
Inspire and Empower Youth Culture	5
Our Strategic Imperatives	5
Our ESG Program	6
Our Climate Stewardship	6
Our Fiscal 2021 Highlights	7
Emerging Stronger from the COVID-19 Pandemic	7
Learn More About Our Company	7
VOTING ROADMAP	8
RECOGNITION	13
elevate the customer experiencePROPOSAL 1: ELECTION OF DIRECTORS	invest for long-term growth	drive productivity	leverage the power of our people15

New Long-Term Objectives. We have established new long-term financial targets for the 2019-23 period. Overall, we continue to aspire to consistently be a top quartile performer, with:

Sales Mid-Single Digit Compounded Annual Growth Rate Director Nominees	Sales per Gross Square Foot $525 - $575 15
Director Qualifications	Earnings Before Interest and Taxes Margin Low Double-Digits* 15
Director Nominees at a Glance	Net Income Margin High-Single Digit 16
Director Nominees’ Skillset Matrix	Return on Invested Capital Mid-Teens	Inventory Turnover 3-4 Times*

*

Because these non-GAAP measures are uncertain, these amounts have not been reconciled to GAAP.

Welcome to the Foot Locker, Inc. 2019 Annual Meeting of Shareholders

Investing in our Future. Throughout 2018, we allocated a significant portion of our capital and operating spending on enhancing our digital and logistics capabilities. In total, we invested $187 million into the business through our capital program in 2018. We have increased the program to $275 million for 2019 with a focus on the evolution of our store fleet—including more than a dozen new Power Store locations—and the further development of our digital and logistics capabilities. We are constantly looking at new ways to elevate the customer experience and harness the energy of youth culture. With these goals and our strategic imperatives in mind, we have invested $139 million to date in the following strategic minority investments:

○

Carbon38 – a destination for women’s luxury activewear

○

GOAT Group – a managed marketplace for customers to buy and sell authentic sneakers

○

PENSOLE – a footwear design academy that, together with us and our vendor partners, will collaborate on new educational programs and the design and manufacture of exclusive products

○

Rockets of Awesome – a children’s direct-to-customer apparel company

○

Super Heroic – a lifestyle brand that designs, manufactures, and markets children’s footwear, clothing, and accessories

Expansion into Asia. This past year marked an important milestone for the Company, as we announced our expansion into Asia, reinforcing our commitment to bring sneaker culture to customers around the globe. To date, we have opened five stores and launched our digital channels across Singapore, Hong Kong, and Malaysia. In addition, we entered China through a limited offering in partnership with TMall (a Chinese business-to-consumer online retailer). Building upon that energy and passion for our brand and offerings, we’ve identified the need to evolve our organizational structure to support an accelerated growth strategy for the region. We opened an Asian headquarters in Singapore and realigned our organization into three distinct geographic regions: Europe, Middle East & Africa (EMEA), led by Vijay Talwar; Asia Pacific, led by Lewis P. Kimble; and North America, continues to be led by Stephen D. “Jake” Jacobs.

Environmental, Social, and Governance (ESG) Highlights.The Company and the Board of Directors (the “Board”) are focused on corporate social responsibility. Our ESG priorities are centered on:

			23
GOVERNANCE	25
Our Board of Directors	25
Our Board’s Oversight of Our Business	33
Shareholder Engagement	38
Communications with the Board	39
Majority Voting in the Election of Directors	39
Proxy Access	39
BOARD OF DIRECTORS	40
Committees	41
Director Compensation	43
Directors and Officers Indemnification and Insurance	47
OpportunityPROPOSAL 2: ADVISORY VOTE TO APPROVE NEO COMPENSATION	Community	Worker Dignity	Sustainability49

 

We continuously look for new and better ways to foster a diverse and inclusive work environment, engage our surrounding communities, improve employee safety, and minimize our environmental impact, all while creating value for our shareholders.

This page intentionally left blank.

DATE AND TIME May 18, 2022 at 9:00 a.m. EDT

VIRTUAL MEETING SITE virtualshareholdermeeting.com/FL2022

RECORD DATE Shareholders of record as of March 25, 201921, 2022 can vote at this meeting

Items of Business

Proposal		Board’s Voting Recommendation
	Elect ten members to the Board to serve for one-year terms	✓  FORAnnual Meetingeach nominee
	Approve, on an advisory basis, our named executive officers’ (“NEOs”) compensation	✓  FOR
	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2019 fiscal year	✓ FOR

Transact such other business as may properly come before the meeting and at any adjournment or postponement of the meeting

Proxy Voting

You may vote using any of the following methods:

All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return a proxy card but do not give voting instructions, the shares represented by that proxy card will be voted as recommended by the Board.

Your vote is very important to us. Please exercisevote your right to vote.shares.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 22, 2019ITEMS OF BUSINESS

The Company’s Proxy Statement and 2018 Annual Report on Form 10-K are available atmaterials.proxyvote.com/344849.

April 12, 2019

Sheilagh M. Clarke

Senior Vice President,

General Counsel and Secretary

Proxies are being solicited by the Board of Directors of Foot Locker, Inc. (NYSE: FL) (“Foot Locker,” the “Company,” “we,” “our,” or “us”) to be voted at our 2019 Annual Meeting. As this is a summary of our Proxy Statement, please refer to the complete Proxy Statement for more complete information.

2019 Annual Meeting of Shareholders

Date and Time:		Proposal		Board’s Voting Recommendation	Page
May 22, 2019 at 9:00 a.m. EDT Location: NYC33, 125 West 33rd Street, New York, New York 10001 Record Date: March 25, 2019			Elect ten membersdirectors to the Board to serve for one-year terms	✓FOReach nominee	1
			Approve, on an advisory basis, our NEOs’ compensation	✓FOR FOR	32
			Ratify the appointmenteach of KPMG LLP as our independent registered public accounting firm for the 2019 fiscal year	✓FORnominees	69

On or about April 12, 2019, we started mailing a Notice Regarding the Internet Availability of Proxy Materials to our shareholders.

Director Nominees

Ten directors are standing for election at the 2019 Annual Meeting for one-year terms. The table below provides summary information about each of the nominees for director. See pages 6 through 12 for additional information about each nominee and pages 25 through 27 for additional information about the Committees of the Board. 

2019 Proxy Statement

1

Proxy Statement Summary

Board Snapshot

Diversity

2

Foot Locker, Inc.

Proxy Statement Summary

Environmental, Social, and Governance Highlights

The Company and the Board are focused on corporate social responsibility. We continuously look for new and better ways to foster a diverse and inclusive work environment, engage our surrounding communities, improve employee safety, and minimize our environmental impact, all while creating value for our shareholders. Below are some recent highlights of our diversity and sustainability initiatives.

Item
	Vote, on an advisory basis, to approve the Company’s NEOs’ compensation		FOR
	●	We have several women in senior leadership roles, including the 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			●	Our independent directors represent a diverse rangeMajority of backgrounds and experience
				Votes Cast by
	●	We strive to have a workforce that reflects the diversity of qualified talent that is available in the markets that we serve
Item				Shareholders
	Vote, on an advisory basis, on whether the shareholder vote to approve the Company’s NEOs’ compensation should occur every 1, 2, or 3 years				FOR 1 year
		Item
	●Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year	Raised and donated over$9 millionfor 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
					FOR
					●	Global Sourcing Guidelines (GSG) are distributed annually to our suppliers Transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement of the meeting

2022PROXY STATEMENT

1

NOTICE OF ANNUAL MEETING

PROXY VOTING

You may vote using any of the following methods:

TELEPHONE	If you are located within the United States or Canada, you may vote your shares by calling 800-690-6903 and following the recorded instructions. Telephone voting is available 24 hours per day and will be accessible until 11:59 p.m. EDT on May 17, 2022. The telephone voting system has easy to follow instructions and allows you to confirm that the system has properly recorded your vote. If you vote by telephone, you do NOT need to return a proxy card or VIF.
SCANNING	You may scan the QR Code provided to you to vote your shares through the internet with your mobile device. Internet voting is available 24 hours per day and will be accessible until 11:59 p.m. EDT on May 17, 2022. You will be able to confirm that the system has properly recorded your vote. If you scan your QR code to vote, you do NOT need to return a proxy card or VIF.
AT THE VIRTUAL ANNUAL MEETING	You may vote at the virtual Annual Meeting using the 16-digit control number included on your Notice, proxy card, and VIF that accompanied your proxy materials.
	●
INTERNET	Reduced energy (includingYou may vote your shares through the replacementinternet at proxyvote.com. Internet voting is available 24 hours per day and will be accessible until 11:59 p.m. EDT on May 17, 2022. You will be able to confirm that the system has properly recorded your vote. If you vote through the internet, you do NOT need to return a proxy card or VIF.
MAIL	If you received printed copies of all fluorescent fixturesthe proxy materials by mail, you may vote by mail. Simply mark your proxy card or VIF, date and sign it, and return it in the postage-paid envelope that we included with LED lights—which consume 80% less energy than conventional lights—in our stores, warehouses,your materials.
APP	You may vote your shares by using the ProxyVote app. Download the app from the App Store or Google Play, scan or enter your control number, and distribution centers)vote. App voting is available 24 hours per day and eliminated wastewill be accessible until 11:59 p.m. EDT on May 17, 2022. You will be able to confirm that the system has properly recorded your vote. If you vote using the app, you do NOT need to return a proxy card or VIF.

* U.S. workforce represents 74%

Important Notice Regarding the Availability of global workforce.Proxy Materials for the Annual Meeting to be Held on May 18, 2022

The Company’s Proxy Statement and Annual Report are available at materials.proxyvote.com/344849.

April 8, 2022

SHEILAGH M. CLARKE

Executive Vice President, General Counsel and Secretary

2019 Proxy Statement

3

Proxy Statement Summary

Recognition

For additional information, seeEnvironmental, Social, and Governance Highlightsbeginning on page 20.

Fiscal 2018 Results

We built positive momentum and improved our financial results in 2018. Highlights include the following:

42

Foot Locker, Inc.

INSPIRE AND EMPOWER YOUTH CULTURE

Foot Locker, Inc. (NYSE: FL) leads the celebration of sneaker and youth culture around the globe through a portfolio of brands, including Foot Locker, Kids Foot Locker, Champs Sports, Eastbay, atmos, WSS, Footaction, and Sidestep, including 2,858 operated stores, as well as websites and mobile apps, in 28 countries across North America, Europe, Asia, Australia, and New Zealand, in addition to 142 franchised stores in the Middle East and Asia.

OUR STRATEGIC IMPERATIVES

We have established strategic imperatives for sustained performance centered around our customers:

2022PROXY STATEMENT

5

ABOUT FOOT LOCKER, INC.

GeneralOUR ESG PROGRAM

T

hereManagement and the Board understand that how we achieve our purpose is just as important as what results we achieve. We have long established ESG as a priority for the Company and are continuing to improve the environmental and social impacts of our business, measure the impacts we are making, and communicate with and drive accountability to our stakeholders. Our global ESG program is focused on four pillars:

To learn more about our global ESG program, see ESG on page 96, and our Impact Report, which is presented consistent with the SASB reporting standards and TCFD reporting framework and is available at investors.footlocker-inc.com/impactreport.

OUR CLIMATE STEWARDSHIP

6

Foot Locker, Inc.

ABOUT FOOT LOCKER, INC.

OUR FISCAL 2021 HIGHLIGHTS

Despite the many challenges we confronted and are continuing to experience—including the COVID-19 pandemic, supply chain disruption, inflationary pressures, and an evolving geopolitical environment—we delivered record performance in 2021, which reflects the ongoing momentum we have built in our business. Highlights include the following:

EMERGING STRONGER FROM THE 

COVID-19 PANDEMIC

We recognize the human tragedy of the COVID-19 pandemic. Our foremost priority during the pandemic has been the health, safety, and security of our team members, our customers, and the communities we serve. Our approach is grounded in our Company’s purpose.

LEARN MORE ABOUT OUR COMPANY

You can learn more about the Company by visiting footlocker.com/corp. We also encourage you to read our Annual Report, which is available at investors.footlocker-inc.com/ar.

2022PROXY STATEMENT

7

DEMOGRAPHICS

TENURE

AGE

DIVERSITY

SKILLS AND EXPERIENCES

We believe that our slate of director nominees possesses the appropriate mix of diversity in terms of skills, business and Board experience, and viewpoints.

8

Foot Locker, Inc.

VOTING ROADMAP

PAY-FOR-PERFORMANCE

The centerpiece of our compensation program is our pay-for-performance philosophy that aligns compensation payouts with the achievements of our annual operating plan and long-term strategy, and consequently shareholder value. This is showcased at senior levels of the Company—particularly the CEO—for which most compensation is tied to the Company’s operating and stock performance, as described below.

Recent Annual Incentive Plan and LTI payouts underscore our pay-for-performance culture:

ANNUAL INCENTIVE PLAN	PSU AWARDS

2022PROXY STATEMENT

9

VOTING ROADMAP

TARGET COMPENSATION VS. REALIZED PAY⁽¹⁾

Our executives’ realized pay over the past five years further reinforces our pay-for-performance philosophy. Failure to achieve the challenging threshold performance goals set for our Annual Incentive Plan awards and PSU awards results in no payout earned. Also, a decrease in the Company’s stock price results in a decrease in the value of previously-awarded stock option awards—potentially to $0—and no dilution to shareholders, as well as a decrease in the value of previously-awarded RSU awards. When our stock price increases and generates positive returns for our shareholders, the increase impacts an executive’s realized pay during the present fiscal year and for prior fiscal years during which the executive received equity awards that are held or still subject to vesting. Accordingly, a significant portion of our NEOs’ compensation is closely linked to the performance of our stock over time, motivating our executives to generate positive returns for shareholders.

The following chart demonstrates the relationship between the target and realized values of our CEO’s compensation for the past five years:

COMPENSATION MIX

The Human Capital Committee seeks to align the compensation program with both our business strategy and our shareholders’ interests. In order to achieve these objectives, our executive compensation program includes both a mix of annual and long-term, as well as cash and equity, compensation. As shown in the charts below, for 2021, 90% of the CEO’s target compensation mix, and 72%, on average, of the remaining NEOs’ target compensation mix, was performance based.

CEO’s 2021 TARGET COMPENSATION	AVERAGE OF REMAINING NEOs’ 2021
	TARGET COMPENSATION

ANNUAL INCENTIVE PLAN	LTI PERFORMANCE METRICS
PERFORMANCE METRICS

10

Foot Locker, Inc.

VOTING ROADMAP

On or about April 8, 2022, we started mailing a Notice to our shareholders.

Proxies are being solicited by the Board to be voted at our Annual Meeting.

2022PROXY STATEMENT

11

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There are currently 1011 directors on our Board. TheMr. McKenna will be retiring when his term expires at the conclusion of the Annual Meeting, and the Board has fixed the number of directors at 10.10 effective at such time. All current directors other than Mr. McKenna are standing for election for a one-year term at this meeting.

We have refreshed our Board over the past five years, as threefive highly-qualified directors were added to the Board and, threeas of the Annual Meeting, five directors retired.will have retired during that time period. We believe that the Board possesses the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business and Board experience, service on ourand viewpoints.

DIRECTOR NOMINEES

Our Responsibility Committee is charged with recommending director candidates to fill current and anticipated Board vacancies. The Responsibility Committee identifies and evaluates potential candidates from recommendations from the Company’s directors, management, shareholders, and other outside sources, including professional search firms. In evaluating proposed candidates, the Responsibility Committee may review their résumés, obtain references, and conduct personal interviews. The Responsibility Committee considers, among other factors, the Board’s current and future needs for specific skills and the boardscandidate’s experience, leadership qualities, integrity, diversity, ability to exercise judgment, independence, and ability to make the appropriate time commitment to the Board. The Responsibility Committee strives to ensure the Board has a rich mix of relevant skills, diversity, and experiences to address the Company’s needs.

In 2021, the Responsibility Committee conducted a search to identify and recruit an independent director candidate based on specific criteria it previously established, including CEO experience in the specialty retail sector and expertise requirements under the NYSE rules to serve as an audit committee member. The Responsibility Committee reviewed its findings with the Board. In conducting its search, the Responsibility Committee collected names of potential candidates from the Company’s directors and engaged a third-party search firm to identify and recruit qualified candidates. After reviewing the qualifications of the potential pool of candidates and narrowing the field to a few candidates, the Lead Independent Director and Responsibility Committee Chair each interviewed the candidates, the Chairman reviewed the finalists, and the full Board met the finalist. Based on the Responsibility Committee’s review, the candidates’ résumés, and the other organizations,directors’ and viewpoints.Board’s interviews with the candidates, the Responsibility Committee recommended and the Board approved the election of Virginia C. Drosos, who was identified by the third-party search firm.

Nominees

Maxine Clark,Virginia C. Drosos, Alan D. Feldman, Richard A. Johnson, Guillermo G. Marmol, Matthew M. McKenna,Darlene Nicosia, Steven Oakland, Ulice Payne, Jr., Cheryl Nido Turpin, Kimberly Underhill, Tristan Walker, and Dona D. Young will be considered for election as directors to serve for one-year terms expiring at the 20202023 Annual Meeting. Each nominee has been nominated by the Board for election and has consented to serve. If, prior to the 2019 Annual Meeting, any nominee is unable to serve, then the persons designated as proxies for this meeting (Sheilagh(Andrew E. Page, Sheilagh M. Clarke, and John A. Maurer, and Lauren B. Peters)Maurer) will have full discretion to vote for another person to serve as a director in place of that nominee, or the Board may reduce the size of the Board.its size.

Director QualificationsDIRECTOR QUALIFICATIONS

The Nominating and GovernanceResponsibility Committee reviewed and updatedevaluated the skills, experience, and qualifications catalogued under the Director Nominees’ Skillset Matrix on pages 23 through 24, and demonstrated by the director skill-set matrixnominees, in light of the Company’s long-term strategic plan and evaluated the directors’ skills, experience, and qualifications under the updated matrix, which is shown beginning on page 11.plan.

The Board, acting through the Nominating and GovernanceResponsibility Committee, considers its members, including those directors being nominated for reelection to the Board at the 2019 Annual Meeting, to be highly qualified for service on the Board due to a variety of factors reflected in each director’s education, areas of expertise, and experience serving on theother organizations’ boards of directors of other organizations during the past five years. Generally, the Board seeks individuals with broad-based experience and the background, judgment, independence, and integrity to represent the shareholders in overseeing the Company’s management in their operation of the business. Within this framework, specific items relevant to the Board’s determination for each director are listed in each director’s biographical information beginning on page 6.18. The ages shown are as of April 12, 2019.8, 2022. There are no family relationships among our directors or executive officers.

2019 Proxy Statement

515

ProposalPROPOSAL 1: Election of DirectorsELECTION OF DIRECTORS

	RichardRICHARD A. JohnsonJOHNSON
		Chairman President and Chief Executive officerOfficer
	Age: 64
	Director since: 2014 Age: 61 Director since: 2014

PROFESSIONAL EXPERIENCE

Foot Locker, Inc. 

Mr. Johnson has served as the Company’s Chairman of the Board

►

Chairman, since May 2016 and

►

President and Chief Executive Officer, since December 2014. Mr. Johnson served as Executive Vice President2014

OTHER BOARD SERVICE

►

Director and Chief Operating Officer from May 2012 to November 2014. He served as Executive Vice Presidentmember of the Audit 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 ofCompensation committees, H&R Block, Inc., since September 2015 and was previously a director of

►

Director, Maidenform Brands, Inc. from, January 2013 to October 2013.2013

Mr. Johnson has extensive experience as a retail company executive, including 22 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 has experience serving as a director of a public company through his current service as a director of H&R Block Inc. (including on the audit and compensation committees) and past service at Maidenform Brands, Inc. 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 theRILA

►

Director, FDRA

►

Member, University of Wisconsin—Eau Claire National Leadership Council.Council

REASONS FOR NOMINATION

Mr. Johnson has extensive experience as a retail company chief executive, including 25 years at the Company. He has led almost all of the Company’s major businesses in the United States, International, and Direct-to-Customer, has extensive knowledge of all facets of the Company’s business, and played an integral role in developing and executing the Company’s strategic plans.

 

Guillermo G. MarmolCOMMITTEE	RELEVANT SKILLS

	DONA D. YOUNG
		Lead Independent Director
	Age: 68
	Director since: Age:2001 66 Director since: 2011
Mr. Marmol has served as President of Marmol & Associates (consulting firm that provides advisory services and investment capital to early stage technology companies) 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 Electronic Data Systems Corporation (global technology services company) from June 2003 to February 2007, and as a director and Chief Executive Officer of Luminant Worldwide Corporation (internet professional services company) from 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.		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 and as a member on the Finance Committee.

 

PROFESSIONAL EXPERIENCE

 

Independent executive and board consultant

The Phoenix Companies, Inc. (insurance and asset management company)

 

2019 Proxy Statement    ►

7

Proposal 1: Election of Directors

Matthew M. McKenna
	Independent Director Age: 68 Director since: 2006
Mr. McKenna has served as Executive in Residence of Georgetown University’s McDonough School of Business since February 2017 and General Partner of the Open Prairie Rural Opportunities Fund, L.P. (private equity fund) since April 2018. He served as Senior Advisor to the U.S. Secretary of Agriculture from July 2013 to January 2017;Chairman, President and Chief Executive Officer, of Keep America Beautiful, Inc. (non-profit community improvement and educational organization) from January 2008April 2003 to June 2013; and Senior Vice President of Finance of PepsiCo, Inc. (global snack and beverage company) from 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 affiliateApril 2009

OTHER BOARD SERVICE

►

Chairman of the Manhattan Theater Club. He is also an adjunct professor at Fordham University School of Law. Mr. McKenna was a director of PepsiAmericas, Inc. from 2001 to 2010.

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 FinanceSupervisory Board Risk Committee and as a member of the Supervisory Board Nomination and Governance Committee, Aegon N.V. (insurance, pension, and asset management company)

►

Vice Chair of 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 perspectiveCommittee and member of the non-profit sector from his previous positions as PresidentNominating and Chief Executive Officer of Keep America Beautiful, Inc.Governance, and Chairman of Ignatian Volunteer Corps., as well as his current positions as Executive in Residence of Georgetown UniversityCompensation and adjunct professor at Fordham University.Workforce committees, USAA (United Services Automobile Association)

Steven Oakland	►
	Independent Director, Age: 58 Director since: 2014
Mr. Oakland has served as Chief Executive Officer and President of TreeHouse Foods, Inc. (manufacturer of packaged foods and beverages) since March 2018. He previously served as 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; President, Coffee and Foodservice of Smucker’s from April 2015 to April 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.		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. Mr. Oakland also has risk management, business development,Committee, NACD

►

Board Member, Spahn & Rose Lumber Co.

►

Director and mergersmember of the Audit and acquisitions experience.Governance committees, Save the Children Association and Save the Children International (non-profit organizations)

►

Director and member of the Audit Committee, Save the Children U.S.

►

Trustee, Saint James School in Saint James, Maryland

 

REASONS FOR NOMINATION

Ms. Young has significant governance, legal, mergers and acquisitions, risk management, and financial experience given her prior service as a public company General Counsel, and later CEO, which are relevant in her role as Lead Independent Director. The education and experience Ms. Young acquired through her board service at Save the Children are useful in her oversight of the Company’s human rights efforts. In addition, she was named by the Financial Times’ Outstanding Directors Exchange as a member of its Outstanding Directors class of 2021, the NACD Directorship 100 for 2015, and a NACD Board Leadership Fellow since 2013. She is NACD Directorship Certified™, completed the NACD Cyber-Risk Oversight Program, earned a CERT Certificate in Cybersecurity Oversight conferred by Carnegie Mellon University, and was a 2012 Advanced Leadership Fellow at Harvard University.

COMMITTEES	RELEVANT SKILLS
A  E  R

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Foot Locker, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

	VIRGINIA C. DROSOS
	Independent Director
	Age: 59
	Director since: 2022

 

PROFESSIONAL EXPERIENCE

Signet Jewelers Limited (specialty jewelry retailer)

►

Chief Executive Officer, since August 2017

Assurex Health, Inc. (personalized medicine company)

►

President and Chief Executive Officer, August 2013 to July 2017

OTHER BOARD SERVICE

►

Director, Signet Jewelers Limited, since 2012

►

Director, Akron Children’s Hospital, since April 2019

►

Director, American Financial Group, Inc., 2013 to December 2021

►

Director, Assurex Health, Inc., August 2013 to July 2017

REASONS FOR NOMINATION

Ms. Drosos brings valuable skills and insights to the Board, including proven expertise in strategy, branding, marketing, digital commerce, and global operations. She has proven retail expertise in mergers and acquisitions and business expansions into new product lines, retail channels, and geographies. Ms. Drosos is the sitting CEO of a specialty retailer, she is a visionary and transformational leader with an entrepreneurial mindset, and she has a proven track record of growing and scaling global businesses through deep consumer understanding, product and experience innovation, and heightened employee engagement. Further, Ms. Drosos is actively involved in financial planning issues as the CEO of a public company, providing her with relevant expertise as a member of the Audit Committee and Finance Committee.

COMMITTEES	RELEVANT SKILLS
A  F

	ALAN D. FELDMAN
	Independent Director
	Age: 70
	8Director since: 2005

PROFESSIONAL EXPERIENCE

Midas, Inc. (automotive repair and maintenance service provider)

►

Chairman, President and Chief Executive Officer, May 2006 to April 2012

►

President and Chief Executive Officer, January 2003 to April 2006

OTHER BOARD SERVICE

►

Director, John Bean Technologies Corporation, since July 2008

►

Director, GNC Holdings, Inc., June 2013 to June 2020

►

Director, Foundation Board, University of Illinois Foundation, since September 2012

REASONS FOR NOMINATION

Mr. Feldman has extensive chief executive, financial, and franchised retail experience as the former CEO of a public company specializing in retail franchises, providing him with relevant expertise as a member of the Human Capital Committee and Finance Committee.

COMMITTEES	RELEVANT SKILLS
F  H

2022 PROXY STATEMENT

19

PROPOSAL 1: ELECTION OF DIRECTORS

	GUILLERMO G. MARMOL
	Independent Director
	Age: 69
	Director since: 2011

PROFESSIONAL EXPERIENCE

Marmol & Associates (consulting firm that provides advisory services and investment capital to early-stage technology companies)

►

President, since March 2007 and October 2000 to May 2003

OTHER BOARD SERVICE

►

Non-executive Chief Executive Officer, Viron Therapeutics Holdings Inc., since 2021

►

Director and Audit Committee member, Morae Global Corporation, until August 2021

►

Director, Vitamin Shoppe, Inc., February 2016 to December 2019

►

Chair of the Board of Trustees, Center for a Free Cuba

REASONS FOR NOMINATION

Mr. Marmol has a significant background in information technology and systems, which is highly important to the Company as we continue to invest in our technology and systems and build a more powerful digital business to connect with our customers. Mr. Marmol also has extensive executive, financial, strategic analysis, and business process experience as a management consultant at Marmol & Associates and McKinsey & Company and a former senior executive officer of Luminant Worldwide Corporation, Electronic Data Systems Corporation, and Perot Systems Corporation, providing him with relevant expertise as a member of the Human Capital Committee and Audit Committee Chair.

COMMITTEES	RELEVANT SKILLS

	DARLENE NICOSIA
	Independent Director
	Age: 54
	Director since: 2020

PROFESSIONAL EXPERIENCE

The Coca-Cola Company (beverage company)

►

President, Canada and Northeast U.S., North America Operating Unit, since January 2021

►

President of the Canada Business Unit, January 2019 to January 2021

►

Vice President, Commercial Product Supply, May 2016 to January 2019

OTHER BOARD SERVICE

►

Advisory Board Member, Georgia Institute of Technology, Scheller College of Business

►

Chair of the Board, Canadian Beverage Association

►

Member, Food, Health, and Consumer Products of Canada Association

REASONS FOR NOMINATION

Ms. Nicosia brings to our Board a broad-based global business background, particularly brand-building and global supply chain management, gained through her experience in the consumer products industry. Throughout her career, Ms. Nicosia has led sustainability initiatives and navigated complex regulatory environments and shifting consumer preferences. Her extensive understanding of supply chain, marketing operations, third-party risk management, and business transformation is an asset to our Board, particularly our Audit Committee and Human Capital Committee.

COMMITTEES	RELEVANT SKILLS
A  H

20

Foot Locker, Inc.

ProposalPROPOSAL 1: Election of DirectorsELECTION OF DIRECTORS

	Ulice Payne, Jr.STEVEN OAKLAND
		Independent Director
	Age: 61
	Director since: Age:2014 63 Director since: 2016

PROFESSIONAL EXPERIENCE

TreeHouse Foods, Inc. (manufacturer of packaged foods and beverages)

►

Chief Executive Officer and President, since March 2018

The J.M. Smucker Company (manufacturer of packaged foods and beverages)

►

Vice Chair and President, U.S. Food and Beverage, May 2016 to March 2018

►

President, Coffee and Foodservice, April 2015 to April 2016

OTHER BOARD SERVICE

►

Director, TreeHouse Foods, Inc.

►

Director and member of Compensation committee, Foster Farms

►

Director, Food Industry Association

►

Director, MTD Products, Inc., until December 2021

REASONS FOR NOMINATION

Mr. Oakland brings to our Board a broad-based business background and extensive experience in domestic and international consumer products operations, with particular strengths around business development, mergers and acquisitions, risk management, strategic planning, customer engagement, marketing, and brand building. Mr. Oakland is actively involved in governance and financial matters as the sitting CEO of a public company, providing him with relevant expertise as a member of the Responsibility Committee and Finance Committee Chair.

COMMITTEES	RELEVANT SKILLS

	ULICE PAYNE, JR.
	Mr. Payne has served as Independent Director
	Age: 66
	Director since: 2016

PROFESSIONAL EXPERIENCE

Cyber-Athletix, LLC (esports healthcare company)

►

President, since March 2021

Addison-Clifton, LLC (global trade compliance advisory services provider)

►

President and Managing Member, of Addison-Clifton, LLC (global trade compliance advisory services provider) since May 2004. He previously served as President2004

OTHER BOARD SERVICE

►

Director and Chief Executive Officermember of the Milwaukee Brewers Baseball Club from September 2002 to December 2003; Managing Partner, from 2001 to 2002,Audit and Partner, from February 1998 to September 2002,Governance and Sustainability committees, ManpowerGroup, Inc.

►

Director and member of Foley & Lardner, LLP, a Milwaukee-based law firm;the Finance Committee and the Wisconsin Commissioner of Securities from February 1985 to December 1987. Mr. Payne presently serves as a director of ManpowerGroup Inc., andCompensation Committee Chair, WEC Energy Group, Inc. He previously served as a director

►

Director, Wisconsin Conservatory of Badger Meter, Inc. from 2000 to 2010,Music

►

Director, The Northwestern Mutual Life Insurance Company, fromJanuary 2005 to May 2018 Midwest Air Group, Inc. from 1998 to 2007, and The Marcus Corporation from 1996 to 2000.

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.

REASONS FOR NOMINATION

Mr. Payne brings to our Board significant governance, operational, financial, public service, trade compliance, and international experience as a result of the many senior positions he has held, including as President and Managing Member of Addison-Clifton, LLC since May 2004, President and Chief Executive Officer of the Milwaukee Brewers Baseball Club from September 2002 to December 2003, Managing Partner of Foley & Lardner, LLP from 2001 to 2002, Partner of Foley & Lardner, LLP from February 1998 to September 2002, and the Wisconsin Commissioner of Securities from February 1985 to December 1987. Mr. Payne’s extensive experience provides him with relevant expertise as a member of the Audit Committee and Responsibility Committee Chair.

 

Cheryl Nido TurpinCOMMITTEES		RELEVANT SKILLS
	Independent Director 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 previously served as a director of two other public companies, The Warnaco Group, Inc. and Stage Stores, Inc., and she served as chair of the compensation committees of those companies. Her retail 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.

2019 Proxy Statement    2022 PROXY STATEMENT

921

ProposalPROPOSAL 1: Election of DirectorsELECTION OF DIRECTORS

	Kimberly UnderhillKIMBERLY UNDERHILL
		Independent Director
	Age: 57
	Director since: Age:2016 54 Director since: 2016

PROFESSIONAL EXPERIENCE

Boston Consulting Group (management consulting firm)

►

Senior Advisor, since November 2021

Kimberly-Clark Corporation (manufacturer of branded personal care, consumer tissue, and professional healthcare products)

Ms. Underhill has served as

►

President, North America Consumer, of Kimberly-Clark Corporation (global manufacturer of branded personal care, consumer tissue, and professional healthcare products) since May 2018. She previously served in other senior leadership positions with Kimberly-Clark, including 2018 to September 2021

►

Global President of Kimberly-Clark Professional, from April 2014 to May 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 a2018

OTHER BOARD SERVICE

►

Advisory board member, of theRawhide Youth Services

►

Director, Board of Directors of theTrustees, ThedaCare

►

Co-Chair and Leadership Giving Chair, United Way Fox Cities Campaign

►

Director and Compensation Committee Chair, Network of Executive Women, (women’s leadership organization serving retail and consumer goods industries).

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.until 2021

►

Director, Kimberly-Clark de Mexico, S.A.B. de C.V., until September 2021

►

Director, Food Industry Association, until 2021

REASONS FOR NOMINATION

Ms. Underhill brings to our Board a broad-based business background and extensive experience in domestic and international consumer products operations, with particular strengths in marketing, brand building, strategic planning, international business, and business development. She is NACD Directorship Certified^TM. Ms. Underhill’s management resources experience from her prior service as a senior executive of a public company is relevant to both our Human Capital Committee, of which she is Chair, and Responsibility Committee, of which she is a member.

 

Dona D. YoungCOMMITTEES	RELEVANT SKILLS

	TRISTAN WALKER
	Independent Director
	Age: 37
	Independent Lead Director since: 2020 Age: 65 Director since: 2001

PROFESSIONAL EXPERIENCE

Walker & Company Brands Inc. (manufacturer of health and beauty products for persons of color), a subsidiary of the Procter & Gamble Company

Mrs. Young retired in April 2009 as Chairman, President

►

Founder 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.

Mrs. Young brings significant financial, governance, and legal experience to our Board. Her prior service as General Counsel, and later Chief Executive Officer, of Phoenix has 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. 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 Director and a member of both the Nominating and Governance Committee and the Audit Committee. Mrs. 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. Young completed the NACD Cyber-Risk Oversight Program and earned a CERT Certificate in Cybersecurity Oversight conferred by Carnegie Mellon University.April 2013

 

Heirloom Management Company, LLC (micro venture capital fund)

►	Managing Member, since March 2022

 

OTHER BOARD SERVICE

►

Director, Shake Shack, Inc.

►

Trustee, Children’s Healthcare of Atlanta

►

Chairman, CODE2040 (non-profit organization that matches high-performing Black and Latino software engineering students and graduates with technology firms and start-ups), until January 2020

REASONS FOR NOMINATION

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 benefits our Board, and his financial and ESG experience as a CEO provides him with relevant expertise as a member of the Finance Committee and Responsibility Committee.

COMMITTEES	RELEVANT SKILLS
F  R

1022

Foot Locker, Inc.

ProposalPROPOSAL 1: Election of DirectorsELECTION OF DIRECTORS

Summary of Director Qualifications and Experience and Demographic MatrixDIRECTOR NOMINEES’ SKILLSET MATRIX

We believe that our slate ofthe director nominees possessespossess the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business experience, service on ourand Board and the boards of other organizations,experience, and viewpoints. We have refreshed our Board over the past five years, as threefive highly-qualified directors were added to the Board and, threeas of the Annual Meeting, five directors retired. will have retired during that time period.

2022PROXY STATEMENT

23

PROPOSAL 1: ELECTION OF DIRECTORS

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.highly-effective oversight.

Knowledge, Skills, and Experience24	Clark	Feldman	Johnson	Marmol	McKenna	Oakland	Payne	Turpin	Underhill	Young
Leadership
	Chief Executiveexperience is important because directors who have served as CEOs of public or substantial privately-held or non-profit companies have experience working, communicating, and engaging with a variety of important stakeholder groups, including shareholders, bondholders, and investment analysts	●	●	●	●	●	●	●			●
Strategy
	Broad-Based Businessexpertise 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 given the importance of protecting both the Company’s and our customers’ information				●						●
	Internationalexperience is important in understanding and reviewing our business and strategy outside of 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 metrics of our long-term financial objectives and strategic priorities	●	●	●	●	●	●	●		●	●
	Supply Chainexperience is important to understand the omnichannel commerce distribution model with multiple fulfilment points to serve the customer			●			●			●
										Foot Locker, Inc.

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

12

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 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. TheThere are currently 11 directors on our Board. Mr. McKenna will be retiring when his term expires at the conclusion of the Annual Meeting, and the Board has fixed the number of directors at 10 and there are currently 10 directors on our Board.effective at such time.

Directors’ IndependenceDIRECTORS’ INDEPENDENCE

A director is not considered independent under New York Stock Exchange (“NYSE”)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 websiteavailable atfootlocker.com/corpinvestors.footlocker-inc.com/cgg.

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:

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-percent5% shareholders are participants to determine, based on the facts and circumstances, whether the related persons have a direct or indirect material interest. TheOur General Counsel’s office coordinates the related person transaction review process. The Nominating and GovernanceResponsibility 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 GovernanceResponsibility 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 2018.2021.

2022PROXY STATEMENT

25

GOVERNANCE

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

DONA D.  YOUNG Age: 68 Director since: 2001 Lead Independent Director	VIRGINIA C.  DROSOS Age: 59 Director since: 2022	ALAN D.  FELDMAN Age: 70 Director since: 2005	GUILLERMO G.  MARMOL Age: 69 Director since: 2011	MATTHEW M.  MCKENNA Age: 71 Director since: 2006

DARLENE  NICOSIA Age: 54 Director since: 2020	STEVEN  OAKLAND Age: 61 Director since: 2014	ULICE  PAYNE, JR. Age: 66 Director since: 2016	KIMBERLY  UNDERHILL Age: 57 Director since: 2016	TRISTAN  WALKER Age: 37 Director since: 2020

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. Young and Ulice Payne, Jr.’s

directors are independent. All directors are independent, except the CEO.

Maxine Clark served as a director of the Company during 2021 until her retirement from the Board in May 2021. The Board determined that Ms. Clark was independent under NYSE rules through the end of her term as a director because she had no material relationship with the Company that would impair her independence. In making its independence determination, the Board reviewed recommendations of the Responsibility Committee and considered Mr. Payne and Ms. Young’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 Finance Committee, the Human Capital Committee, and the Responsibility Committee are independent as defined under the NYSE listing standards and the director independence standards adopted by the Board.

26

Foot Locker, Inc.

GOVERNANCE

BOARD TENURE AND TERM LIMITS

The Company is focused on having a well-constructed and high-performing Board. To that end, the Responsibility Committee selects director nominees who think and act independently and can clearly and effectively communicate their convictions. The Board does not believe long tenure alone presumptively renders a director to not be independent. Conversely, the Board recognizes the contributions experienced directors add to the Board. The Board has determined that these relationships meetits longer-tenured directors have important experience, bring diverse perspectives, and provide tangible value to the categorical standard for Relationships with Other Business EntitiesBoard and are immaterial with respect to determining independence.

the Company. The Board has also determined that all memberstheir length of tenure has allowed these directors to accumulate valuable knowledge and experience based upon their history with the Company. This knowledge and experience improves the ability of the Audit Committee,Board to provide constructive guidance and informed oversight to management. Furthermore, in the Compensation Committee,Board’s opinion, the Finance Committee,length of tenure of its members has not in any way impaired the willingness of any director to question and confront any issue or exercise independent and impartial oversight of the Nominating and Governance Committee are independent as defined underCompany in any area. The Board benefits from the NYSE listing standards andcontributions of its experienced directors who have developed insight into the director independence standards adopted byCompany over the course of their service on the Board.

The Responsibility Committee has specifically considered the feedback of some shareholders as well as the discussions of some commentators that suggest lengthy Board Leadership Structuretenure should be balanced with new perspectives. Specific to the Company, the Responsibility Committee has structured the Board such that there are directors of varying tenures, with new directors and perspectives joining the Board over time while retaining the institutional memory of longer-tenured directors. Longer-tenured directors, balanced with newer directors, enhance the Board’s oversight capabilities. The Board believes it is important to balance refreshment with the need to retain directors who have developed, over time, significant insight into the Company and its operations and who continue to make valuable contributions to the Company that benefit our shareholders. The Board believes that it has an appropriate mix of longer-tenured directors and newer directors, which provides an appropriate and dynamic balance.

Furthermore, the Board has not adopted formal director term limits, in part, because the imposition of director term limits on a board implicitly discounts the value of experience and continuity among directors and runs the risk of excluding experienced and potentially valuable directors as a result of an arbitrary determination. In addition, imposing this restriction means the Board would lose the contributions of longer-tenured directors who have developed a deeper knowledge and understanding of the Company over time. The Board does not believe that long tenure impairs a director’s ability to act independently of management.

BOARD LEADERSHIP STRUCTURE

Our Board evaluates, from time to time as appropriate, whether the same person should serve as Chairman and Chief Executive Officer,CEO, 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 OfficerCEO have been held by Richard A.Mr. Johnson, with Dona D.Ms. Young serving as independent Lead Independent Director. The Board has utilized various leadership structures since 2010, as shown below:

Lead Director

The Board believes that, particularlybased on the Company’s current facts and circumstances, its Board leadership structure is appropriate.

2022PROXY STATEMENT

27

GOVERNANCE

LEAD INDEPENDENT DIRECTOR

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

 

The Lead Independent Director’s responsibilities include:

 

presiding at executive sessions of the independent directors, and Board meetings at which the Chairman is absent;

►

presiding at executive sessions of the independent directors, and Board meetings at which the Chairman is absent;

attending meetings of each of the Board committees;

14

Foot Locker, Inc.►

attending meetings of each of the Board committees;

►

encouraging and facilitating active participation by, and communication among, all directors;

►

serving as the liaison between the independent directors and the Chairman;

►

approving Board meeting agendas and schedules after conferring with the Chairman and other members of the Board, as appropriate, and adding agenda items in her discretion;

►

possessing the authority to call meetings of the independent directors;

►

leading the Board’s annual CEO performance evaluation;

Corporate Governance

►

advising the Chairman and the committee chairs in fulfilling their designated roles and responsibilities; and

encouraging and facilitating active participation by, and communication among, all directors;

serving as the liaison between the independent directors and the Chairman;

approving Board meeting agendas and schedules after conferring with the Chairman and other members of the Board, as appropriate, and adding agenda items in her discretion;

having the authority to call meetings of the independent directors;

leading the Board’s annual performance evaluation of the Chief Executive Officer;

being available to advise the Chairman and the committee chairs in fulfilling their designated roles and responsibilities; and

performing such other functions as the Board or other directors may request.

►

performing such other functions as the Board or other directors may request.

 

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.Ms. 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 governance, business, and financial and governance background,background. The Board also recognizes that it benefits from Ms. Young’s tenure as well asan experienced director who has developed insight into the Company over the course of her more than eighteen years of service on our Board.the Board, which improves her ability to provide constructive, independent, and informed guidance and oversight to management.