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.

2024 PROXY STATEMENT

i

DEFINED TERMS

ii

Foot Locker, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the U.S. securities laws. Other than statements of historical facts, all statements that address activities, events, or developments that the Company anticipates will or may occur in the future, including, but not limited to, future merchandise and vendor mix, real estate opportunities, acquisitions, strategic partnerships, loyalty program, technology investments, capital expenditures, dividend payments, share repurchases, strategic plans, financial objectives, growth of the Company’s business and operations, and other such matters, are forward-looking statements. These forward-looking statements are based on many assumptions and factors, which are detailed in the Company’s filings with the SEC.SEC filings.

These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. For additional discussion on risks and uncertainties that may affect forward-looking statements, see “Risk Factors” disclosed in the Annual Report and subsequent filings with the SEC.SEC filings. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.

2024 PROXY STATEMENT

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NOTICE OF ANNUAL MEETING

DATE AND TIME May 18, 202221, 2024 at 9:00 a.m. EDT

VIRTUAL MEETING SITE virtualshareholdermeeting.com/FL2022FL2024

RECORD DATE Shareholders of record as of March 21, 202225, 2024 can vote at the Annual Meeting

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 vote your shares.

ITEMS OF BUSINESS

Proposal				Board’s Voting Recommendation			Vote Required to Approve
Item
		Elect tennine directors to the Board to serve for one-year terms			FOR each of the nominees
Item
		Vote, on an advisory basis, to approve the Company’s NEOs’ compensation		FOR	FOR		Majority of Votes Cast by Shareholders
				Majority of
				Votes Cast by
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		FOR
Fiscal 2024			FOR
Transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement of the meeting

2022PROXY STATEMENT

1 In addition, the Board may transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement of the meeting.

NOTICE OF ANNUAL MEETING

1	Foot Locker, Inc.

NOTIce OF ANNuAl MeeTINg

PROXY VOTING

You may vote using any of the following methods:

On or about April 11, 2024, we started mailing a Notice to our shareholders. Proxies are being solicited by the Board to be voted at our Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 18, 202221, 2024

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

April 8, 202211, 2024

SHEILAGH M. CLARKE

ANTHONY D. FOTI (he/him/his)

ExecutiveSenior Vice President, Deputy General Counsel and Corporate Secretary

2 2024 PROXY STATEMENT

2

Dear Fellow Shareholders:
Our vision at Foot Locker, Inc. is to be known as the “go to” destination for discovering and buying sneakers globally. Our mission is to unlock the “inner sneakerhead” in all of us. The Lace Up Plan is designed to support our vision and mission, and our plan delivers for all of our stakeholders: for customers, we will be their destination for “all things sneakers, unlocking the inner sneakerhead in all of us;” for brand partners, we will partner to build brand equity and incremental growth; for team members, we offer job and career opportunities for our young and diverse team members that leverage our Stripers’ passion for sneaker culture; for communities, we will continue to invest in economic development and education for the communities we serve; and for investors, we will provide longer-term, profitable growth and attractive returns.
As we reflect on the past year, 2023 presented the Company with certain macroeconomic and consumer-related pressures in addition to Company-specific factors, including elevated inventories. In the face of those challenges, the team focused on both delivering near-term results and executing the Lace Up Plan by closing under-performing stores and building out our loyalty program and digital capabilities to drive long-term shareholder value creation.
Notable achievements and progress on our Lace Up Plan in 2023 included:
►	Expand Sneaker Culture. We are harnessing our multi-branded leadership position to expand sneaker culture by serving more sneaker occasions, providing more sneaker choices, and driving greater sneaker distinction. Despite allocation changes in 2023, we collaborated with our largest partner, Nike, Inc., on our mutual key pillars of basketball, kids, and sneaker culture, and we look forward to continuing to enhance the partnership in 2024. Further, sales of brands beyond Nike in our core banners outpaced our total Company sales, as penetration of our other brands in our business reached 35% of sales compared to 33% in 2022. Additionally, we grew our door counts with vendors, including New Balance, On Running, and Hoka.		“Looking to 2024, we are repositioning Foot Locker, Inc. for the future. Our momentum—particularly in the second half of the year—means that we are entering 2024 positioned for a recovery, and on the path to reaching 8.5%-9.0%(1)in EBIT margins by 2028.”
►	Power Up the Portfolio. We opened 69 new format stores at our Foot Locker banner, including our highly-compelling Power and Community store concepts, that now total 242 doors. We are well on our way to achieving our goal for these formats to comprise at least 20% of our square footage in North America, compared with 16% today. In 2023, we also began a meaningful store refresh program designed to create a more consistent and elevated brand experience for our Foot Locker and Kids Foot Locker banners. Initial results from our refreshed stores have been encouraging, and we intend to accelerate this refresh work to approximately two-thirds of our global Foot Locker and Kids Foot Locker doors by the end of next year. Additionally, our Off-Mall square footage increased to 39% of our footprint in North America, up from approximately 34% in 2022. Finally, we are creating more distinction among our banners and transforming our real estate footprint. In 2023, we made strides to reposition the Champs Sports banner by focusing its store base to serve the active athlete consumer.
►	Deepen Our Relationships with Customers. In 2023, we began to reignite the Foot Locker brand by launching our new global platform “The Heart of Sneakers” and investing in brand-building marketing strategies. We will continue to make strategic investments in marketing in 2024 and beyond to drive customer engagement and evolve and elevate the brand experience across channels. To deepen customer loyalty, we piloted an enhanced FLX loyalty program in Canada. This re-imagined membership program is resonating with a broader range of our customers and driving lift. We are excited to roll out this program to the rest of North America in 2024, and globally in 2025.
►	Be Best-in-Class Omni. We saw meaningful gains in our digital penetration in 2023, which reached 17.2% of sales, compared to 16.3% in 2022, after adjusting for the wind-down of our digital-only banner, Eastbay, in 2022. Our momentum was driven by meaningful improvements to our sites’ customer experience, including enhanced search capability, site navigation, filtering, product recommendations, and cart and checkout optimizations, among others. While we are still in the early innings of our digital transformation, we continue to target 25% digital penetration by 2026. We are confident we will further build on our progress in 2024, including with the launch of our new and refreshed mobile Foot Locker app.

3	Foot Locker, Inc.

DEAR FELLOW SHAREHOLDERS:

In addition to executing on our strategic imperatives, we advanced key business initiatives in 2023 to help us return to longer-term growth, including:

Despite the many challenges we confronted and are continuing to experience—including impacts related to 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. I believe the strategic decisions we have made throughout this period have put the Company in a position of strength to confront certain headwinds in the marketplace, including accelerated strategic shifts to DTC by our vendors, and succeed over the long term by creating shareholder value. Let me share with you a few recent highlights:

Looking to 2024, we are repositioning Foot Locker, Inc. for the future. Our momentum—particularly in the second half of the year—means that we are entering 2024 positioned for a recovery, and on the path to reaching 8.5%-9.0%⁽¹⁾ in EBIT margins by 2028.

I thank you —our shareholders—for your ongoing support. I also thank our Board of Directors for their expertise, guidance, and support, and our 45,000 team members for their hard work and passion for serving our customers.

I am excited to continue unlocking the inner sneakerhead in all of us in 2024 and beyond.

MARY N. DIllON (she/her/hers) President and Chief Executive Officer

2024 PROXY STATEMENT

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Dear Fellow Shareholders:
Foot Locker, Inc. is an iconic company that has shaped sneaker culture for 50 years. I am incredibly honored to serve you, our shareholders, as Non-Executive Chair of the Board, and to partner with our Chief Executive Officer, Mary Dillon, and her executive leadership team as they execute the Lace Up Plan.			“Foot Locker, Inc. is an iconic company that has shaped sneaker culture for 50 years. The Board is actively engaged in overseeing the Company’s long-term strategy to position the business for the next 50 years of growth.”
Against a backdrop of macroeconomic and consumer-related challenges in 2023, as well as Company-specific factors, the executive leadership team focused on both delivering near-term results and executing the Lace Up Plan. Highlights from 2023 include the following:
►	Long-Term Strategy Oversight. In 2023, the Board oversaw the development of the Lace Up Plan. The Board is now focused on overseeing the execution and delivery of results under the plan, reflecting the Board’s confidence in and commitment to the plan, as management undertakes to simplify the Company’s operations, invest behind longer-term growth, and build the team for the future. The Board is accountable to create shareholder value and fully aligned with management on the reporting disclosure guidancestrategies outlined within the plan. With a focus on the four pillars of the SASB industry standardsLace Up Plan, the Board formed the Technology Committee to provide deeper engagement on IT infrastructure and digital oversight, including progress against the GTS strategy and the TCFD recommendations. This announcement marks an important milestonereturn on GTS investments. The HCC Committee also undertook a comprehensive review of the executive compensation program, with changes effective in our ESG journey.2024 designed to further drive results under the Lace Up Plan. As the Company looksbusiness and industry continue to fiscal 2022evolve, the Board will remain focused on management’s execution of the Lace Up Plan, and beyond, we are committed to building on this progress and strengtheningits key objectives of expanding sneaker culture, powering up our vision for a more sustainable world. To learn more aboutportfolio, deepening our efforts to power a more sustainable future, see ESG on page 96, and our Global Environmental and Climate Change Statement, which is available at investors.footlocker-inc.com/climate.

INSPIRE AND EMPOWER YOUTH CULTUREALL THINGS SNEAKERS

Foot Locker, Inc. (NYSE: FL) leadsis a leading footwear and apparel retailer that unlocks the celebration“inner sneakerhead” in all of us. With approximately 2,500 retail stores in 26 countries across North America, Europe, Asia, Australia, and New Zealand, and a licensed store presence in the Middle East and Asia, Foot Locker, Inc. has a strong history of sneaker authority that sparks discovery and youthignites the power of sneaker culture around the globe through aits 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.atmos. For more information visit footlocker-inc.com.

Bring the Best of Sneaker Culture to All		Recruit the Next Generation		Serve the Active Athlete		Celebrate the Hispanic Community		Share and Celebrate Japanese Street and Sneaker Culture

OUR STRATEGIC IMPERATIVES

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

FISCAL 2023 FINANCIAL HIGHLIGHTS

While the year presented certain macroeconomic and consumer-related pressures in addition to Company-specific factors, including elevated inventories, the team focused on both delivering near-term results and executing the Lace Up Plan by closing under-performing stores and building out our loyalty program and digital capabilities to drive long-term shareholder value creation. Highlights include the following:
	2022PROXY STATEMENT	5

ABOUT FOOT LOCKER, INC.

OUR ESG PROGRAM

Management 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.

7	Foot Locker, Inc.

VOTING ROADMAP

PROPOSAL

2022 ELECTION OF DIRECTORS The Board believes that the nine director nominees possess the appropriate diversity, skills, and experiences to provide quality oversight of the business, strategy, and long-term interests of shareholders.

The Board recommends a vote FOR each of the nominees. PROXY STATEMENTPage 12

7

 DEMOGRAPHICS

DEMOGRAPHICS

TENURETenure

AGEAge

DIVERSITYDiversity

Our director nominees represent a diverse range of backgrounds—in terms of gender, age, ethnicity, skills, and business and board experience—with an equally diverse range of perspectives. What we share is a common desire to support, and provide effective oversight of, management in executing our Lace Up Plan.

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.

2024 PROXY STATEMENT

8

VOTINg ROADMAP

8 PROPOSAL

Foot Locker, Inc.

ADVISORY VOTE TO APPROVE NEO COMPENSATION The Company seeks a non-binding advisory vote to approve the compensation of its NEOs, as described in the CD&A beginning on page 46 and the Summary Compensation Table and related tables beginning on page 65.

The Board recommends a vote FOR this proposal. Page 45

VOTING ROADMAP

PAY-FOR-PERFORMANCE

The centerpiece of our compensation program is our pay-for-performance philosophy that aligns compensation payouts with the achievementsachievement 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 whichwhom most compensation is tied to the achievement of metrics driving 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 ROADMAPSee Pay Versus Performance beginning on page 80 for further information.

9	Foot Locker, Inc.

TARGET COMPENSATION VS. REALIZED PAYVOTING ROADMAP⁽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.COMPENSATION MIX

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 CapitalHCC Committee seeks to align the compensation program with both our business strategy and our shareholders’ interests. In order to achieve these objectives, ourOur 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%2023, 89% of the CEO’s annual target compensation mix, and 72%75%, on average, of the remaining NEOs’ annual target compensation mix, was performance based.variable based on performance.

2023 TARGET COMPENSATION

CEO’s 2021 TARGET COMPENSATIONCEO	AVERAGE	Average of Remaining NEOs

2023 PERFORMANCE-BASED COMPENSATION METRICS

Annual Incentive Plan		PSUs

2024 PROXY STATEMENT

10

	TARGET COMPENSATION

ANNUAL INCENTIVE PLAN PROPOSAL	LTI PERFORMANCE METRICS	ELECTION OF DIRECTORS
PERFORMANCE METRICS			The Board recommends a vote FOR each of the nominees.

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

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There are currently 11ten directors on our Board. Mr. McKennaFeldman will be retiring when his term expires at the conclusion of the 2024 Annual Meeting, andMeeting. Upon the recommendation of our NCR Committee, the Board has fixeddecided to decrease the numbersize of the Board from ten to nine directors, at 10 effective at such time.upon Mr. Feldman’s retirement from the Board. All current directors, other than Mr. McKennaFeldman, are standing for election for a one-year term at this meeting.the Annual Meeting.

We have refreshed our Board over the past five years, as fivethree highly-qualified independent directors were added to the Board, and as of the Annual Meeting, fivewith Mr. Feldman’s upcoming retirement, four independent directors will have retired during that time period.retired. We believe that the Board possesses the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business and Board experience, and viewpoints.

DIRECTOR NOMINEES

Our Responsibility Committee is charged with recommending director candidates to fill currentMessrs. Marmol, Oakland, Payne, 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 candidate’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 directors’ and 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.

Virginia C. Drosos, Alan D. Feldman, Richard A. Johnson, Guillermo G. Marmol, Darlene Nicosia, Steven Oakland, Ulice Payne, Jr., Kimberly Underhill, Tristan Walker, and Dona D.Mses. Dillon, Drosos, Nicosia, Underhill, and Young will be considered for election as directors to serve for one-year terms expiring at the 20232025 Annual Meeting. Each nominee has been nominated by the Board for election and has consentedagreed to serve. If, prior to the Annual Meeting, any nominee is unable to serve, then the persons designated as proxies for this meeting (Andrew E. Page, Sheilagh M. Clarke,(Michael A. Baughn and John A. Maurer)Jennifer L. Kraft) will have full discretion to vote for another person to serve as a director in place of that nominee, or the Board may reduce its size.

DIRECTOR QUALIFICATIONS

The ResponsibilityNCR Committee reviewed and evaluated the skills, experience, and qualifications catalogued under the Director Nominees’ Skillset Matrixon pages 2321 through 24,22, and demonstrated by the director nominees, in light of the Company’s long-term strategic plan.

The Board, acting through the ResponsibilityNCR Committee, considers its members, including those directors being nominated for reelection to the Board at the 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 other organizations’ boards 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 18.15. The ages shown are as of April 8, 2022.11, 2024. There are no family relationships among our directors or executive officers.

2022 Proxy Statement

15

PROPOSAL 1: ELECTION OF DIRECTORS

	RICHARD A. JOHNSON
Chairman MARY N. DILLON (she/her/hers) President and Chief Executive Officer
Age: 6462
Director since: 20142022

 

PROFESSIONAL EXPERIENCE

PROFESSIONAL EXPERIENCE

Foot Locker, Inc. 

Foot Locker, Inc.
	►	Chairman, since May 2016

►

President and Chief Executive Officer, since December 2014September 2022

OTHER BOARD SERVICE

Ulta Beauty, Inc. (beauty retailer)
►	Executive Chair, June 2021 to June 2022
►	Chief Executive Officer and Director, July 2013 to June 2021
OTHER BOARD SERVICE
►	Director, and member of the AuditRisk and CompensationConflicts committees, H&R Block, Inc.KKR & Co., since September 2015

►

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

►

Chairman, RILA

►

Director, FDRA

►

Member, University of Wisconsin—Eau Claire National Leadership 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.

COMMITTEE	RELEVANT SKILLS

	DONA D. YOUNG
	Lead Independent Director
	Age: 68
	Director since: 2001 2018
►	Director, RILA
►	Ex-Officio Member of the Executive Committee, The Economic Club of Chicago
►	Member of the Executive Committee, The Business Council
►	Member, The Civic Committee
►	Director, Chair of the Compensation and Management Development Committee, and member of the Corporate Governance Committee, Starbucks Corporation, January 2016 to September 2022
REASONS FOR NOMINATION
Ms. Dillon has over 35 years of experience leading consumer-driven businesses in a diverse range of industries, including consumer-packaged goods, restaurants, telecom, and retail. She brings deep consumer marketing and digital transformation expertise, strong operational experience, and a proven track record of shareholder value creation. Before Foot Locker, Inc., she served as Executive Chair of Ulta Beauty, after having served as CEO for eight years, and was responsible for guiding the company as it became the leading beauty destination in the United States and a successful omni-channel retailer with a best-in-class loyalty program. Ms. Dillon also has extensive public company board experience.

 

PROFESSIONAL EXPERIENCE

Independent executive and board consultant

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

COMMITTEE	RELEVANT SKILLS
E

DONA D. YOUNG (she/her/hers)   Non-Executive Chair Age: 70 Director since: 2001 ► PROFESSIONAL EXPERIENCE Chairman, Independent executive and board consultant The Phoenix Companies, Inc. (insurance and asset management company) ► Chair, President and Chief Executive Officer, April 2003 to April 2009 OTHER BOARD SERVICE ► OTHER BOARD SERVICE Chairman ► Director, Chair of the Supervisory Board RiskCompensation and Human Resource Committee, member of Nomination and Governance Committee, and member of the Supervisory Board Nomination and GovernanceRisk Committee, Aegon N.V.Ltd. (insurance, pension, and asset management company) ► Director, Vice Chair of Audit Committee, and member of the Nominating and Governance Committee and Compensation and Workforce committees,Committee, USAA (United Services Automobile Association) ► Director and member of Executive Committee, Spahn & Rose Lumber Co. ► Director, Chair of the Compensation Committee, and Chairmember of the Nominating and Governance Committee, NACD ► Board Member, Spahn & Rose Lumber Co. ► Director and member of the Audit and Governance committees, Save the Children Association and Save the Children International (non-profit organizations), 2016 to 2023 ► Director and member of the Audit Committee, Save the Children U.S. (non-profit organization), 2012 to 2023 ► 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   18     Foot Locker, Inc.   PROPOSAL 1: ELECTION OF DIRECTORS VIRGINIA C. DROSOS   Independent Director Age: 59 Director since: 2022 REASONS FOR NOMINATION     Ms. Young has significant governance, corporate development, risk management, leadership development, and financial experience given her prior service as a General Counsel, and later as a public company CEO, which are relevant in her role as Non-Executive Chair, as well as a member of the Audit Committee and NCR Committee. The experience Ms. Young has acquired through her board service at Save the Children is useful in her oversight of the Company’s human rights efforts. Ms. Young has received numerous awards and distinctions throughout her career, including being named one of four individuals identified by the Financial Times’s Outstanding Directors Exchange as a member of its Outstanding Directors Class of 2021 and the NACD Directorship 100 for 2015. She has served as an NACD Board Leadership Fellow since 2013, and was a 2012 Advanced Leadership Fellow at Harvard University. She obtained the CERT Certificate in Cybersecurity Oversight through the Software Engineering Institute at Carnegie Mellon University and NACD. She also received the NACD Director Certified designation.   COMMITTEES RELEVANT SKILLS PROFESSIONAL EXPERIENCE   15   Foot Locker, Inc. PROPOSAL 1   Signet Jewelers Limited (specialty jewelry retailer) VIRGINIA C. DROSOS (she/her/hers)   Independent Director Age: 61 Director since: 2022 PROFESSIONAL EXPERIENCE Signet Jewelers Limited (specialty jewelry retailer) ► Chief Executive Officer, since August 2017 Assurex Health, Inc. (personalized medicine company) ► OTHER BOARD SERVICE President and Chief Executive Officer, August 2013 to July 2017 OTHER BOARD SERVICE ► Director, Signet Jewelers Limited, since 2012 ► Executive Committee Member, United States Golf Association, since February 2024 ► 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 Director since: 2005     REASONS FOR NOMINATION Ms. Drosos brings valuable skills and insights to the Board, including proven expertise in retail, strategy, branding, marketing, digital commerce, and global operations. 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, risk management, and technology issues as the CEO of a public company, providing her with relevant expertise as a member of the Audit Committee and Technology Committee, respectively.   PROFESSIONAL EXPERIENCE Midas, Inc. (automotive repair and maintenance service provider) COMMITTEES RELEVANT SKILLS A T GUILLERMO G. MARMOL (he/him/his)   Independent Director Age: 71 Director since: 2011 ► PROFESSIONAL EXPERIENCE Chairman, President Porosome Therapeutics, Inc. (formerly known as Viron Therapeutics Holdings, Inc.) (medicine and Chief Executive Officer, May 2006 to April 2012therapeutics company) ► 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 2021     PROFESSIONAL EXPERIENCE Marmol & Associates (consulting firm that provides advisory services and investment capital to early-stage technology companies) 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 ► OTHER BOARD SERVICE Non-executive Chief Executive Officer, Viron Therapeutics Holdings Inc., since 2021 ► Chair of the Board of Trustees, Center for a Free Cuba ► 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 REASONS FOR NOMINATION     Mr. Marmol has a significant technology background, which is critical to the Company as it invests in technology and systems to build more powerful digital engagement with customers. Mr. Marmol also has extensive financial, strategy, and management resources 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 Audit Committee Chair and a member of the HCC Committee.   COMMITTEES RELEVANT SKILLS PROFESSIONAL EXPERIENCE 2024 PROXY STATEMENT 16   PROPOSAL 1   The Coca-Cola Company (beverage company) DARLENE NICOSIA (she/her/hers)   Independent Director Age: 56 Director since: 2020 PROFESSIONAL EXPERIENCE Hearthside Food Solutions LLC (manufacturer of packaged foods) ► Chief Executive Officer, since August 2022 The Coca-Cola Company (beverage company) ► President, Canada and Northeast U.S., North America Operating Unit, since January 2021 to August 2022 ► President of the Canada Business Unit, January 2019 to January 2021 ► Vice President, Commercial Product Supply, May 2016 to January 2019 OTHER BOARD SERVICE 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.   PROPOSAL 1: ELECTION OF DIRECTORS STEVEN OAKLAND   Independent Director► Age: 61 Director since: 2014 Member, American Bakers 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- packaged goods industry. Throughout her career, Ms. Nicosia has navigated complex regulatory environments and shifting consumer preferences. Her extensive understanding of supply chain, risk management, and management resources is an asset to our Board, particularly the Audit Committee and HCC Committee. In addition, Ms. Nicosia qualifies as an “Audit Committee Financial Expert,” as defined by the rules under the Exchange Act, through her relevant experience as a sitting CEO, and her prior experience as president of an operating unit of a large multinational corporation where she supervised the finance and accounting professionals responsible for, and personally analyzed and evaluated, financial statements, as well as internal controls over financial reporting.   PROFESSIONAL EXPERIENCE TreeHouse Foods, Inc. (manufacturer of packaged foods and beverages) COMMITTEES RELEVANT SKILLS A H STEVEN OAKLAND (he/him/his)   Independent Director Age: 63 Director since: 2014 PROFESSIONAL EXPERIENCE TreeHouse Foods, Inc. (manufacturer of packaged foods and beverages) ► Chairman, since April 2023 ► Chief Executive Officer and President, since March 2018 The J.M. Smucker Company (manufacturer of packaged foods and beverages) ► OTHER BOARD SERVICE 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.The Green Coffee Co. ► 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.   Independent Director Age: 66 Director since: 2016 REASONS FOR NOMINATION     Mr. Oakland brings to our Board a broad-based business background and extensive experience in domestic and international consumer-packaged goods, with particular strengths around corporate development, risk management, strategic planning, customer engagement, marketing, and brand building. Mr. Oakland is actively involved in technology and governance matters as the sitting CEO of a public company, providing him with relevant expertise as Technology Committee Chair and a member of the NCR Committee. COMMITTEES RELEVANT SKILLS   PROFESSIONAL EXPERIENCE   17   Foot Locker, Inc. PROPOSAL 1   Cyber-Athletix, LLC (esports healthcare company) ULICE PAYNE, JR. (he/him/his)   Independent Director Age: 68 Director since: 2016 PROFESSIONAL EXPERIENCE Cyber-Athletix, LLC (esports healthcare company) ► President, since March 2021 Addison-Clifton, LLC (global trade compliance advisory services provider) Addison-Clifton, LLC (global trade compliance advisory services provider) ► President and Managing Member, since May 2004 OTHER BOARD SERVICE OTHER BOARD SERVICE ► Director and member of the Audit and Governance and Sustainability committees, ManpowerGroup, Inc. ► Director, Chair of the Compensation Committee, and member of the Finance Committee, and Compensation Committee Chair, WEC Energy Group, Inc. ► Director, Wisconsin Conservatory of Music ► Director, The Northwestern Mutual Life Insurance Company, January 2005 to May 2018 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. COMMITTEES RELEVANT SKILLS   2022 PROXY STATEMENT 21 PROPOSAL 1: ELECTION OF DIRECTORS KIMBERLY UNDERHILL   Independent Director Age: 57 Director since: 2016 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, President and Chief Executive Officer of the Milwaukee Brewers Baseball Club, Managing Partner of Foley & Lardner, LLP, and the Wisconsin Commissioner of Securities. Mr. Payne’s extensive experience provides him with relevant expertise as NCR Committee Chair and a member of the Audit Committee.   PROFESSIONAL EXPERIENCE Boston Consulting Group (management consulting firm) COMMITTEES RELEVANT SKILLS KIMBERLY UNDERHILL (she/her/hers)   Independent Director Age: 59 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) Kimberly-Clark Corporation (manufacturer of branded personal care, consumer tissue, and professional healthcare products) ► President, North America Consumer, May 2018 to September 2021 ► OTHER BOARD SERVICE Global President ► Director and member of Kimberly-Clark Professional, April 2014 tothe Audit, Development, and Remuneration committees, Glanbia PLC, since August 2022 ► Director and member of the Audit and Compensation committees, Menasha Corporation, since May 20182022 OTHER BOARD SERVICE ► Advisory board member,Board Member, Rawhide Youth Services ► Director, Board of Trustees, ThedaCare ► Co-Chair and Leadership Giving Chair, United Way Fox Cities Campaign ► Director and Compensation Committee Chair, Network of Executive Women, 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 CertifiedTM. 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. COMMITTEES RELEVANT SKILLS   TRISTAN WALKER   Independent Director Age: 37 Director since: 2020 REASONS FOR NOMINATION     Ms. Underhill brings to our Board extensive consumer-packaged goods experience with particular strengths in marketing, brand building, strategic planning, and corporate development. She is NACD Directorship CertifiedTM. Ms. Underhill’s management resources experience from her prior service as a senior executive of a public company is relevant to both our HCC Committee, of which she is Chair, and NCR Committee, of which she is a member.   COMMITTEES RELEVANT SKILLS PROFESSIONAL EXPERIENCE 2024 PROXY STATEMENT 18   PROPOSAL 1   Walker & Company Brands Inc. (manufacturer of health and beauty products for persons of color), a subsidiary of the Procter & Gamble Company TRISTAN WALKER (he/him/his)   Independent Director Age: 39 Director since: 2020 ► Founder and Chief Executive Officer, since April 2013   Heirloom Management Company, LLC (micro venture capital fund) PROFESSIONAL EXPERIENCE Heirloom Management Company, LLC (micro venture capital fund) ► Managing Member, since March 2022 OTHER BOARD SERVICE Walker & Company Brands Inc. (manufacturer of health and beauty products for persons of color), a subsidiary of the Procter & Gamble Company ► Founder and Chief Executive Officer, April 2013 to 2023 OTHER BOARD SERVICE ► Director and member of the Nominating and Corporate Governance Committee, 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. Mr. Walker understands how to utilize innovation and technology to drive change and deliver growth. His experience at the intersection of technology and consumer insights benefits our Technology Committee, and his experience as a former CEO provides him with relevant expertise as a member of the NCR Committee. COMMITTEES RELEVANT SKILLS N T   REASONS FOR NOMINATION   19   Foot Locker, Inc. PROPOSAL 1   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 22     Foot Locker, Inc. PROPOSAL 1: ELECTION OF DIRECTORS DIRECTOR NOMINEES’ SKILLSET MATRIX   We believe that the director nominees possess the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business and Board experience, and viewpoints. We have refreshed our Board over the past five years, as fivethree highly-qualified independent directors were added to the Board, and as of the Annual Meeting, fivewith Mr. Feldman’s upcoming retirement, four independent directors will have retired during that time period.retired.         21   2022PROXY STATEMENT 23 Foot Locker, Inc.     PROPOSAL 1: ELECTION OF DIRECTORS1   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 oversight.     2024 PROXY STATEMENT 22   GOVERNANCE   24     Foot Locker, Inc.   OUR BOARD OF DIRECTORS Our Board consists of individuals from a diverse range of backgrounds—in terms of gender, age, ethnicity, skills, and business and Board experience—with an equally diverse range of perspectives. What our Board shares is a common desire to support and oversee management in executing our Lace Up Plan. Our Bylaws provide for a Board consisting of between seven and thirteen directors. The exact number of directors is determined from time to time by the Board. There are currently ten directors on our Board. Mr. Feldman, who has reached the retirement age under our Corporate Governance Guidelines, will not stand for re-election and will retire when his term expires at the conclusion of the 2024 Annual Meeting. Upon the recommendation of our NCR Committee, the Board has decided to decrease the size of the Board from ten to nine directors at this time, effective upon Mr. Feldman’s retirement from the Board. The Board has delegated certain duties to its 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 Board has adopted charters for each of the Audit Committee (investors.footlocker-inc.com/audit), HCC Committee (investors.footlocker-inc.com/comp), NCR Committee (investors.footlocker-inc.com/gov), and Technology Committee (investors.footlocker-inc.com/tech).   Our By-Laws provide forAs a Board consisting of between 7 and 13 directors. The exact number of directors is determined from time to time by the entire Board. There are currently 11 directors on our Board. Mr. McKenna will be retiring when his term expires at the conclusion of the Annual Meeting, andgeneral principle, the Board has fixedbelieves that the numberperiodic rotation of directors at 10 effective at such time.committee and committee chair assignments on a staggered basis provides opportunities to foster diverse perspectives, develops further the depth and breadth of knowledge within the Board, and prepares the Board for future director succession.   DIRECTORS’ INDEPENDENCECORPORATE GOVERNANCE GUIDELINES   The Corporate Governance Guidelines assist the Board in the exercise of its governance responsibilities and serve as a framework within which the Board may conduct its business, including the following duties: ► Director Responsibilities ► Human Capital Management and ► CEO and Board Evaluations Succession Planning Oversight ► Board Leadership and Committees ► Director Qualifications ► Director Independence ► Change in Director’s Principal ► Director Refreshment Policy Employment ► Director Resignation Policy ► Board Meeting Agendas ► Media and Stakeholder ► Board Access to Management and Engagement Independent Advisors ► Director Compensation ► Stock Ownership Guidelines ► Director On-Boarding ► Director Continuing Education ► Outside Directorships Policy The Board periodically reviews the guidelines and revises them, as appropriate. The Corporate Governance Guidelines are available at investors.footlocker-inc.com/cgg.   23   Foot Locker, Inc. gOvERNaNCE DIRECTORS’ INDEPENDENCE A director is not considered independent under NYSE rules if they have a material relationship with the Company that would impair their 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 available at investors.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:   Categorical Relationship Description Investment Relationships with the Company A director and any family member may own equities or other securities of the Company. Relationships with Other Business Entities A director and any family member may be a director, employee (other than an executive officer), or beneficial owner of less than 10% of the shares of a business entity with which the Company does business, provided that the aggregate amount involved in a fiscal year does not exceed the greater of $1 million or 2% of either that entity’sentity or the Company’s annual consolidated gross revenue. Relationships with Not-for-Profit Entities A director and any family member may be a director or employee (other than an executive officer or the equivalent) of a not-for-profit organization to which the Company (including the Foot Locker Foundation) makes contributions, provided that the aggregate amount of the Company’s contributions in any fiscal year do not exceed the greater of $1 million or 2% of the not-for-profit entity’s total annual receipts.   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 5% shareholders are participants to determine, based on the facts and circumstances, whether the related persons have a direct or indirect material interest. Our General Counsel’s office coordinates the related person transaction review process. The Responsibilityprocess, and the NCR Committee reviews any potential related person transactions reported transactionsto, and referred by, our General Counsel’s office involving directors and their immediate family members in making its recommendation to the Board onconcerning the independence of the directors. In approving, ratifying, or rejecting a related person transaction, the ResponsibilityNCR Committee considers such 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 forThere were no related person transactions are included within bothin 2023. See the Corporate Governance Guidelines and the Code of Business Conduct. There were no related person transactions in 2021.Conduct for further information.   20222024PROXY STATEMENT 24           25     GOVERNANCEgOvERNaNCE   The Board, upon the recommendation of the ResponsibilityNCR 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     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 areIn making its independence determination, the Board reviewed recommendations of the NCR Committee and considered Ms. Young’s relationship as a director of a company with which we do business. The Board determined that this relationship meets the categorical standard for Relationships with Other Business Entities and is 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 its longer-tenured directors have important experience, bring diverse perspectives,all members of the Audit Committee, HCC Committee, NCR Committee, and provide tangible value toTechnology Committee are independent as defined under the BoardNYSE listing standards and the Company. The Board has also determined that their 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 Board to provide constructive guidance and informed oversight to management. Furthermore, in the Board’s opinion, the 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 Company in any area. The Board benefits from the contributions of its experienced directors who have developed insight into the Company over the course of their service onindependence standards adopted by 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 tenure 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.   25   Foot Locker, Inc. gOvERNaNCE   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 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, theThe positions of ChairmanChair and CEO have been held by Mr. Johnson,are currently separated with Ms. Young serving as Lead Independent Director. The Board has utilized various leadership structures since 2010,Non-Executive Chair and Ms. Dillon serving as shown below:   CEO. The Board believes that, basedits current leadership structure best serves the Board’s oversight of management, the Board’s carrying out of its responsibilities on the shareholders’ behalf, and the Company’s current factsoverall corporate governance at this time. The Board also believes the separation of the roles allows the CEO to focus her efforts on operating and circumstances, its Board leadership structure is appropriate.managing the Company.   2022PROXY STATEMENT 27 GOVERNANCE LEAD INDEPENDENT DIRECTORMAJORITY VOTING IN THE ELECTION OF DIRECTORS   The Board believes that, because the positions of Chairman and CEO are combined,Directors must be elected by a lead independent 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; ► 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; ► advising 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. The Board periodically considers the rotationmajority of the Lead Independent Director, taking into account experience, continuityvotes cast in uncontested elections, and a plurality of leadership, andthe votes cast in contested elections. 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 their resignation for consideration by the NCR Committee. The NCR Committee will make a recommendation to the Board whether to accept or reject the resignation, or take other action based upon the best interests of the Company.Company and its shareholders. In determining its recommendation to the Board, the NCR Committee shall consider all factors that it deems relevant. The director who tenders their resignation will not participate in the NCR Committee or Board’s decision. Following such determination, the Company will promptly publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation.   Ms. YoungPROXY ACCESS Under our proxy access bylaw, a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Common Stock 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 Bylaws), provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws. DIRECTOR REFRESHMENT POLICY, BOARD TENURE, AND TERM LIMITS The Company is focused on having a well-constructed and high-performing Board, and recognizes the importance of Board refreshment. To that end, the Company has a healthy director refreshment policy that combines a retirement age (age 72) and a periodic individual assessment process with the annual election of directors. Over the past five years, we have added three highly-qualified independent directors to the Board, and with Mr. Feldman’s upcoming retirement, four independent directors will have retired over that same time period. The Board’s median tenure is currently serveseight years, consistent with other leading companies. This reflects the balance the Board brings to refreshment while maintaining the benefits of experience. The NCR 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 has determined that its longer-tenured directors have important experience, bring diverse perspectives, and provide tangible value to the Board and the Company. The Board has also determined that their length of tenure has allowed these directors to accumulate valuable knowledge and experience based upon their history with the Company and their breadth of experience in leadership roles across a range of industries outside the Company. This knowledge and experience improves the ability of the Board to provide constructive guidance and informed oversight to management. The NCR Committee has specifically considered the feedback of some shareholders as well as the Lead Independent Director.discussions of some commentators that suggest lengthy Board tenure should be balanced with new perspectives. Specific to the Company, the NCR Committee has structured the Board such that there is an appropriate mix of directors of varying tenures, with new directors and perspectives joining the Board over time while retaining the institutional knowledge and broader business experience of longer-tenured directors. This balance enhances the Board’s oversight capabilities. The Board believes that Ms. Youngit is well suitedimportant to serve as Lead Independent Director, given her governance, business, and financial background. The Board also recognizes that it benefits from Ms. Young’s tenure as an experienced directorbalance refreshment with the need to retain directors who hashave developed, over time, significant insight into the Company overand its operations and who continue to make valuable contributions to the course of her service on theCompany that benefit our shareholders. The Board which improves herdoes not believe that long tenure impairs a director’s ability to provide constructive, independent, and informed guidance and oversight toact independently of management. NOTE FROM OUR LEAD INDEPENDENT DIRECTOR   Despite the many challenges we confronted and are continuing to experience—including impacts related to the COVID-19 pandemic, supply chain disruption, inflationary pressures, and an evolving geopolitical environment—we delivered record performance in 2021. While it is important to celebrate this achievement, the Board, like management, never rests because we recognize certain headwinds in the marketplace. Our Board is engaged in confronting these challenges and believes that our strategic plan puts the Company in a position of strength. On behalf of the Board, I am pleased to share with you some highlights of the governance work we have done to navigate these challenges and make strategic choices to create long-term, consistent shareholder value:MANDATORY RESIGNATION OR RETIREMENT ► Long-Term Strategy Oversight. The Board has overseen the long-term strategy initiatives implemented in 2021 to diversify our brands, categories, and channels, as well as expand our demographic and geographic customer base with the acquisitions of WSS and atmos. As the business and industry continue to evolve, the Board remains engaged and committed to accelerating certain initiatives in 2022 as a part of our long-term strategy to address the accelerated strategic shift to DTC by our vendors while also returning capital to shareholders, including further diversification of our merchandise and vendor mix, accelerating our off-mall pivot and key growth banner rollout, enhancing omni-channel evolution efforts, and implementing a new cost savings program. ► Board Refreshment. Ongoing Board refreshment is critical to ensure we have the right mix of skills, diversity, and expertise to support the Company’s progress. We recently strengthened our Board with the election of Gina Drosos in February 2022 in anticipation of Matt McKenna’s retirement from the Board in May 2022. Gina brings significant financial, industry, and operational experience from her current role as a sitting CEO of a speciality retailer. ► Succession Planning. The Board believes that a high-performing management team is critical to our success as a global brand that leads with purpose. To ensure we have the appropriate succession plan in place, the full Board is engaged in a long-term process with management to maximize the pool of emerging diverse talent who possess the skills, experiences, and attributes required to be effective leaders in light of the Company’s global business strategies, opportunities, and challenges. For additional information, see Human Capital Management and Succession Planning Oversight on page 34. ► Shareholder Engagement. Our Board serves at the pleasure of you, our shareholders. Therefore, as a Board, one of our highest priorities is hearing from you, our shareholders, who have entrusted us with this responsibility. For the past five years, I have led, on behalf of our Board, a structured and governance-focused shareholder engagement program designed to accomplish this by facilitating transparency and creating a platform to receive shareholder feedback to share with the Board. For additional information, see Shareholder Engagement on page 38. ► ESG. ESG is embedded in our ability to achieve our strategic imperatives. The Board has worked with management in its oversight capacity to support the integration of its ESG efforts into its over-arching growth strategy, as illustrated in our Impact Report. For example, we believe DIBs is a strategic business driver. Management and the Board have been tested in multiple ways throughout the pandemic and our diversity has proven to be an important asset, which has led us to make better strategic decisions. For additional information regarding our global ESG program and Board oversight, see ESG on page 96, ESG Oversight on page 35, and our Impact Report, which is available at investors.footlocker-inc.com/impactreport.   The Board has established a policy whereby a non-employee director is incredibly gratefulrequired to all our stakeholdersadvise the NCR Committee Chair of any change to their principal employment. If requested by the NCR Committee Chair, after consultation with the other members of the NCR Committee, the director is required to submit a letter of resignation to the NCR Committee Chair, for their continued commitmentthe NCR Committee to supporting the Company.consider.    2024 PROXY STATEMENT “While the Board knows that it is important to celebrate the Company’s record performance in 2021, the Board, like management, never rests because we recognize certain headwinds in the marketplace and our oversight responsibility to make the strategic decisions necessary to create long-term, consistent value for you, our shareholders.” DONA D. YOUNG26           Lead Independent Director 28     Foot Locker, Inc.     GOVERNANCEgOvERNaNCE   DIRECTOR ON-BOARDING   We have a two-phase on-boarding program for new directors that is intended to educate a new director ondirectors about the Company and the Board’s practices:       27   Foot Locker, Inc. gOvERNaNCE   DIRECTOR CONTINUING EDUCATION   Director education is an ongoing process, which begins when a director joins our Board. We host quarterly Board and committee presentations and separate education sessions to keep directors appropriately apprised of key developments concerning the following topics so they can effectively carry out their oversight responsibilities:       We also encourage all directors to attend otherexternal continuing education programs to maintain their expertise and share takeaways with the other directors onconcerning these programs. We reimburse directors for reasonable expenses incurred in attending continuing education programs. Our directors have attended a variety of continuing education programs, conferences, and events hosted by universities, trade groups, law firms, accounting firms, and other advisory service firms on a variety of topics, including the following:     Our directors also regularly visit our stores to engage with our Stripers, enhance their understanding of our business, witness strategy execution firsthand, and further contribute to their oversight of the Lace Up Plan.   2022PROXY STATEMENT 29 GOVERNANCE MANDATORY RESIGNATION OR RETIREMENT The Board has established a policy whereby a non-employee director is required to advise the Responsibility Committee Chair of any change to their principal employment. If requested by the Responsibility Committee Chair, after consultation with the other members of the Responsibility Committee, the director is required to submit a letter of resignation to the Responsibility Committee Chair, for the Responsibility Committee to consider. The Corporate Governance Guidelines also require that directors retire from the Board at the annual meeting following the director’s 72nd birthday. CORPORATE GOVERNANCE GUIDELINES The Corporate Governance Guidelines assist the Board in the exercise of its governance responsibilities and serve as a framework within which the Board may conduct its business, including the following duties: ►  Director Responsibilities ► Director Independence ► Director Qualifications ►  Board Leadership ► Board Committees ► Director Retirement Policy ►  Change in Director’s Principal Employment ► Director Resignation Policy ► Setting Board Meeting Agendas ►  Media and Stakeholder Engagement ► Board Access to Management and Independent Advisors ► Director Compensation ►  Stock Ownership Guidelines ► Director On-Boarding ► Director Continuing Education ►  Human Capital Management and Succession Planning Oversight ► CEO and Board Evaluations ► Policy on Outside Directorships The Board periodically reviews the guidelines and revises them, as appropriate. The Corporate Governance Guidelines are available at investors.footlocker-inc.com/cgg. BOARD ATTENDANCE   The Board held 119 meetings during 2021.2023. Each individual director attended at least 95%85% of the aggregate of all Board and committee meetings for the committees on which they served during 2021.2023.   The Board holds regularly-scheduled executive sessions of independent directors in conjunction with each Board meeting. Ms. Young, as Lead Independent Director,Non-Executive Chair, presides at these executive sessions.sessions, as well as at Board meetings.   Directors are expected to attend annual meetings. The annual meeting is typically scheduled on the same day as a quarterly Board meeting. In 2021,2023, all of the directors attended the annual meeting, which was held virtually given the health and safety concerns surrounding the COVID-19 pandemic.meeting.   2024 PROXY STATEMENT 28   gOvERNaNCE STOCK OWNERSHIP GUIDELINES The Stock Ownership Guidelines align the interests of non-employee directors and executive officers with the interests of shareholders, and promote the Company’s sound corporate governance. The non-employee directors and executive officers are expected to achieve and maintain beneficial ownership of Common Stock having a value equal to at least the multiple indicated in the table below of the remuneration payable to them from time to time. The individual guidelines established for each participant are as follows: Non-Employee Director and Executive Officer Position Multiple Non-Employee Director 4x Annual Retainer Fee (both Cash and Equity) Chief Executive Officer 6x Annual Base Salary Rate Executive Vice President 3x Annual Base Salary Rate Senior Vice President 2x Annual Base Salary Rate The following table illustrates which equity holdings count toward the stock ownership guidelines: Executives and non-employee directors are required to achieve compliance within five years of their hire or promotion effective date that caused them to be covered by the guidelines, and their election to the Board, respectively. In the event of any increase in the required ownership level, either as a result of an increase in the remuneration paid or the multiple, the target date for compliance with such increase is five years after the effective date. The Company measures compliance at the end of each fiscal year, with the compliance determination at that point in time applying for the entire ensuing fiscal year, regardless of fluctuations in the Company’s stock price. In the event any person subject to these guidelines fails to comply by the applicable date, they are required to hold the net shares obtained through all future stock option exercises and RSU vestings, after withholding for the payment of applicable taxes, until such person is in compliance; provided, however, that in order to take into consideration fluctuations in the Company’s stock price, any person who has been in compliance 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 the holding requirements. The NCR Committee will consider a non-employee director’s failure to comply with these guidelines when considering that director for re-election to the Board. of directors, the CEO, and other executive officers were in compliance as of the end of Fiscal 2023 (or within the initial five-year period to achieve compliance)   29   Foot Locker, Inc. gOvERNaNCE 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, which the Company has partially outsourced to an independent public accounting firm. Similarly, the consultant retained by the Human CapitalHCC Committee to assist in evaluating senior executive compensation reports directly to that committee. 30     Foot Locker, Inc. GOVERNANCE BOARD EVALUATIONS   The Board and its committees engage in a robust Board and committee assessment process every year, and a 360-degree peer and self-assessment facilitated by an independent third party approximately every three years, both of which are designed to elicit candid feedback regarding the areas in which the Board and its committees could improve, as described in the table below. The Board last conducted a 360-degree peer and self-assessment in 2021.2021, and plans to conduct another in 2024.   Action Item Board and Committee Assessment 360-Degree Peer and Self-Assessment Cadence Annual   Cadence Annual Triennial Assessments Each director completes a separate detailed assessment to evaluate the Board and each committee on which they serve.   Topics covered include, among others:   ►   Board and committee structure, size, composition, skills, diversity, and succession planning.   ►   The effectiveness of the Board, committees, and committee chairs.   ►   Board strategy and operational oversight.   ►   Board culture and dynamics, including the effectiveness of discussion and debate at Board and committee meetings.   ►   The quality of Board and committee agendas, meeting length, and presentations.   ►   The appropriateness of Board and committee priorities.   ►   Board interactions with management, including the quality of meeting materials and the information provided to the Board and committees. Each independent director completes a detailed peer and self-assessment.   Topics covered include, among others, whether each director:   ►   Demonstrates commitmentdedication to the Company’s core values.   ►   Participates actively and constructively in, and is well-prepared for, Board and committee meetings.   ►   Exercises independent judgment when considering issues before the Board and committees.   ►   Seeks opportunities to proactively strengthen their understanding of their role as a director and are open to ongoing training and constructive feedback.   ►   Brings functional expertise to the Board to augment management’s thinking and development.   ►   Seeks opportunities to better understand the Company’s business and issues that are important to shareholders and offers innovative solutions to these challenges. Reporting The results of the assessments are processed as follows:   ►   The General Counsel reviews and summarizes the responses from each director’s assessment for the Lead Independent DirectorNon-Executive Chair and each of the committee chairs.   ►   Each director participates in a confidential, open-ended, one-on-one interview facilitated by the Lead Independent DirectorNon-Executive Chair to discuss the results of the assessments regarding Board and committee performance, and solicit input on the performance and effectiveness of the Board and the committees (except the Lead Independent Director,Non-Executive Chair, who meets with the ResponsibilityNCR Committee Chair).   ►   Each committee chair meets separately with each of its members to discuss the results of that committee’s assessment. The results of the peer and self-evaluations are processed as follows:   ►   An independent third party tabulates the results of the evaluation and prepares individual, confidential reports reflecting the directors’ peer and self-evaluation findings and recommendations.   ►   The reports are provided to the Lead Independent Director,Non-Executive Chair, except the report on the Lead Independent Director,Non-Executive Chair, which is provided to the ResponsibilityNCR Committee Chair. ►   The Lead Independent DirectorNon-Executive Chair briefs the CEO on the results. ►   Confidential, open-ended, one-on-one interviews are facilitated by the Lead Independent DirectorNon-Executive Chair and, for the Lead Independent Director,Non-Executive Chair, by the ResponsibilityNCR Committee Chair. 2024 PROXY STATEMENT 30   gOvERNaNCE Action Item Board and Committee Assessment   360-Degree Peer and Self-Assessment Action Planning These evaluations have consistently found that the Board and its committees are operating effectively.   This evaluation process has led to various refinements designed to increase Board effectiveness over the past few years, including:   ►   Adding additional responsibilities for the Responsibility Committee, including overseeing the Company’s ESG efforts. ►  Ensuring that Board and committee agendas are appropriately focused on strategic priorities. ►    Increasing focus on continuous Board succession planning and refreshment. ►    Continuing to prioritize diversity when seeking new Board candidates. ►    Enhancing Board evaluation process with a 360-degree peer and self-assessment facilitated by an independent third party. ►   Ensuring that Board and committee agendas are appropriately focused on strategic priorities. ►   Increasing focus on continuous Board succession planning and refreshment. ►   Adding additional responsibilities for the NCR Committee, including overseeing ESG. ►   Establishing the Technology Committee, given the Board’s increased focus on the Company’s technology and digital engagement oversight responsibilities, including the significant GTS investments included in the Lace Up Plan. ►   Rotating committee and committee chair assignments periodically on a staggered basis to provide opportunities to foster diverse perspectives, develop further the depth and breadth of knowledge within the Board, and prepare the Board for future director succession. ►   Recommending specific topics for directors to attend external continuing education programs to maintain their expertise and share takeaways with the other directors concerning these programs. These evaluations have consistently identified development opportunities for each director. They have also found that each director:   ►   Demonstrates a commitment to the Company’s core values. ►  Participates actively and constructively in, and is well-prepared for, Board and committee meetings. ►  Exercises independent judgment when considering issues before the Board and committees. ►  Seeks opportunities to proactively strengthen their understanding of their role as a director and is open to ongoing training and constructive feedback. ►   Participates actively and constructively in, and is well-prepared for, Board and committee meetings. ►   Exercises independent judgment when considering issues before the Board and committees. ►   Brings functional expertise to the Board to augment management’s thinking and development.   ►   Seeks opportunities to better understand the Company’s business and issues that are important to shareholders and offers innovative solutions to these challenges.   2022PROXY STATEMENT 31 GOVERNANCE STOCK OWNERSHIP GUIDELINES The Company’s Stock Ownership Guidelines align the interests of non-employee directors and executives with the interests of shareholders, and promote the Company’s commitment to sound corporate governance. These guidelines apply to the Company’s non-employee directors, executive officers, corporate officers, and certain other executives. The participants are expected to achieve and maintain beneficial ownership of Common Stock having a value equal to at least the multiple indicated in the table below of the remuneration payable to them from time to time. The individual guidelines established for each participant are as follows: Position Multiple Non-Employee Director 4x Annual Retainer Fee  (both Cash and Equity)    Chief Executive Officer 6x Annual Base Salary Rate Chief Operating Officer 4x Annual Base Salary Rate   Executive Vice President 3x Annual Base Salary Rate   Senior Vice President  Senior Vice President and General Manager  2x Annual Base Salary Rate   Corporate Vice President  Vice President and General Manager Select Vice Presidents  0.5x Annual Base Salary Rate   For purposes of calculating beneficial ownership, (i) Common Stock, RSUs, and DSUs count towards ownership, (ii) PSUs and ESPP shares count once earned and purchased, respectively, and (iii) stock options and shares held through the 401(k) Plan are disregarded. Executives and Non-Employee Directors are required to achieve their Stock Ownership Guideline within five years of their hiring or promotion effective date that caused such employee to be covered by these guidelines, and their election to the Board, respectively. In the event of any increase in the required ownership level, either as a result of an increase in the remuneration paid or the multiple, the target date for compliance with such increased ownership guideline is five years after the effective date of such increase. In the event any person subject to these guidelines fails to be in compliance by the applicable compliance date, they are required to hold the net shares obtained through all future stock option exercises and RSU vestings, after withholding for the payment of applicable taxes, until such person is in compliance; provided, however, that in order to take into consideration fluctuations in the Company’s stock price, any person who has been in compliance 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 the holding requirements. The Responsibility Committee will consider a Non-Employee Director’s failure to comply with these guidelines when considering that director for re-election to the Board. The Company measures compliance at the end of each fiscal year, with the compliance determination at that point in time applying for the entire ensuing fiscal year, regardless of fluctuations in the Company’s stock price. All director nominees, the CEO, and all other executives subject to these guidelines were in compliance as of the end of the 2021 fiscal year. POLITICAL CONTRIBUTIONS AND PUBLIC ADVOCACY Our Code of Business Conduct prohibits making contributions on behalf of the Company to political parties, PACs, political candidates, or holders of public office. The Company is a member of certain trade associations, which support their member companies by offering educational fora, public policy advocacy, networking, and advancement of issues important to the retail and footwear industries, as well as the business community generally. Given the diversity of interests, viewpoints, and broad membership represented by these trade associations, their positions may not always reflect the Company’s values. The Company is a member of, and has paid membership fees to, RILA and The Business Council, which, as part of their overall activities, may engage in advocacy activities concerning issues important to the retail or footwear industries or the business community generally, as applicable. For additional information regarding our Board’s political and public advocacy oversight, see Political and Public advocacy Oversight on page 35. We periodically review our membership in trade associations, and the positions they support, to evaluate whether they align with our values. If we identify a significant inconsistency on a material policy issue, we discuss and review our options with respect to such organization, including the benefits and challenges associated with our continued membership. We may take certain actions to address material misalignment, including engagement with the trade association or termination of our membership.   31   Foot Locker, Inc. gOvERNaNCE   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 certain trade associations, which support their member companies by offering educational forums, public policy advocacy, networking, and advancement of issues important to the retail and footwear industries, as well as the business community generally. Given the diversity of interests, viewpoints, and broad membership represented by these trade associations, the positions they take may not always reflect the Company’s positions. Also, we monitor the use of membership dues paid to trade associations for consistency with the Company’s values and business objectives. 32     Foot Locker, Inc. GOVERNANCE The Company is a member of, and has paid membership fees to, the following organizations which, as part of their overall activities, may engage in advocacy activities with regard to issues important to the retail or footwear industries or the business community generally, as applicable: ► FDRA ► RILA ► U.S. Chamber of Commerce Mr. Johnson is a director of FDRA and Chairman of RILA. Notwithstanding these policies, we believe that our stakeholders look to us for leadership and to have a voice that is aligned with their values. As a purpose-driven organization, we have an obligation to add our voice and actions to drive meaningful and lasting change within our Company and the communities we serve. For additional information regarding our Board’s political and public advocacy oversight, see Political and Public Advocacy Oversight on page 36. OUR BOARD’S OVERSIGHT OF OUR BUSINESS   The Board believes deeply that it must be fit for its purpose and provide strategic value to the Company. Oversight of the Company’s business strategy is a key responsibility of the Board, including work embedded in the Board committees. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties. The Board’s oversight, and management’s execution of business strategy, are viewed with a long-term mindset and a focus on assessing both opportunities for, and potential risks to, the Company. In addition to financial and operational performance, other measures, including ESG goals, are discussed regularly by the Board and its committees. The Board believes deeply that it must be fit for its purpose and provide strategic value to the Company. This dynamic has been highlighted during the COVID-19 pandemic, as the Board’s focus quickly pivoted toward protecting the communities we serve, keeping our team members safe, and maintaining financial stability for our shareholders.   While the Board and its committees oversee strategic planning, management is charged with developing and executing the business strategy. Management is completely transparent with the Board. To monitor the performance of the Company’s strategic goals, the Board maintains an open dialogue with, has regular access to, and receives ongoing updates from, management. For example, our Lead Independent Director hasNon-Executive Chair engages in regular cadence of communication and engagement with management, including ongoing dialogue with the CEO and monthly calls with management,members of the executive leadership team, and each of the committee chairs regularly engages with their respective management liaisons. These discussions are enhanced with “hands-on” experiences, such as store and facilityregular visits to provide directorsour stores to engage with opportunities toour Stripers, understand the business, see strategy execution first hand.firsthand, and ultimately contribute to the oversight of our Lace Up Plan.   2022PROXY STATEMENT 33 GOVERNANCE HUMAN CAPITAL MANAGEMENT AND SUCCESSION PLANNING OVERSIGHT   The Board believes that the strength of the Company’s workforce is one of the significant contributors to our success as a global brandcompany that leads with purpose. One of the primary responsibilities of the Board is to ensure that the Company has a high-performing CEO and management team. To meet that goal, the Board, the Human CapitalHCC Committee, the ResponsibilityNCR Committee, and management share responsibility for management development and succession planning:planning, guided by a very intentional process:   Responsible Party Oversight Area Board Oversight of these topics as part of its overall oversight role, including regular reviews of management development and succession planning to maximize the pool of emerging diverse talent who can assume top management positions without undue interruption. The Board is committed to actively seeking highly-qualified diverse individuals from a range of backgrounds—in terms of gender, ethnicity, and perspectives—to include in the pool of potential candidates.   In assessing possible CEO and other senior leadership candidates, our independent directors identify the skills, experiences, and attributes they believe are required to be an effective leader in light of the Company’s global business strategies, opportunities, and challenges. This process is designed to prepare the Company for both expected successions, such as those arising from anticipated retirements, as well as those occurring when executives leave unexpectedly, orincluding due to death, disability, or other unforeseen events. 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. We maintain updated emergency succession plans for the CEO and other executive committee members.CEO. Succession reviews for key executive roles consist of an assessment of internal candidates as well asand external talent identified by executive search firms.firms, as well as professional and leadership development plans for internal candidates. Executive search firms are expected to include in their initial lists of candidates qualified candidates who reflect diverse backgrounds, including, but not limited to, diversity of race, ethnicity, national origin, gender, and sexual orientation. Human Capital HCC Committee As described in its charter, primary responsibility for organizational talent and development and management succession planning, including regular reviews of executive performance, potential, and succession planning with a deeper focus than the full Board review, emphasizing career development of promising management talent. The Board made human capital management a priority through its Human CapitalHCC Committee, which oversees the Company’s strategies and initiatives on diversity and inclusion, employee well-being, compensation and benefits, program, and engagement. Responsibility NCR Committee As described in its charter, primary responsibility for reviewing and making recommendations regarding the governance and process around CEO succession planning. The Board made ESG a priority through its Responsibility Committee, which oversees the Company’s ESG efforts, including diversity and inclusion and the LEED initiative, which serve as talent recruitment tools. Management Management Collaboration of the Chief Human Resources Officer and senior Human Resources leaders with functional leaders across the Company in developing and implementing programs to attract, assess, and develop management-level talent for possible future senior leadership positions.   For additional information on the Company’s human capital management strategies and initiatives, see our Annual Report, which is available at investors.footlocker-inc.com/ar. 2024 PROXY STATEMENT 32   gOvERNaNCE   34     Foot Locker, Inc. GOVERNANCE ESG OVERSIGHT The Board is actively engaged in the oversight of the Company’s global ESG program. 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, team members, business partners, and the communities we serve. The Responsibility Committee oversees our global ESG program, and the Board receives updates from the Responsibility Committee Chair throughout the year. In addition, each of the Audit Committee, Finance Committee, and Human Capital Committee have certain ESG oversight responsibilities relevant to their respective committees. Inspired by engagement with our shareholders, the Company has begun publishing an annual Impact Report. The Impact Report provides details on our global ESG program, consistent with the SASB reporting standards and TCFD reporting framework. Our global ESG program is focused on: For additional information regarding our global ESG program and Board oversight, see ESG on page 96, ESG Oversight on page 35, and our Impact Report, which is available at investors.footlocker-inc.com/impactreport. The Company has adopted the following policy statements related to its global ESG program: Policy Statement Purpose Global Environmental and Climate Change Statement Sets out certain sustainability and environmental commitments and priorities, including reducing GHG emissions that have an adverse effect on climate change, and certain responsibilities of its suppliers. This policy statement is available at investors.footlocker-inc.com/climate. Global Human Rights Statement Sets out certain commitments, including maintaining a work environment that  respects and supports the provision of basic human rights to all of its team members around the world, regardless of the country in which they work, to the full extent permitted by law, and certain responsibilities of its suppliers. This policy statement is available at investors.footlocker-inc.com/humanrights. Global Occupational Health and Safety Statement Sets out certain commitments, including operating in a safe and responsible manner to protect the health and safety of its team members, partners, and customers, and certain responsibilities of its suppliers. This policy statement is available at investors.footlocker-inc.com/safety. Global Water Stewardship Statement Sets out certain commitments, including operating in a safe and responsible manner to protect against water risks and seeking to promote the human right to water and sanitation, and certain responsibilities of its suppliers. This policy statement is available at investors.footlocker-inc.com/water. 2022 Proxy Statement 35 GOVERNANCE POLITICAL AND PUBLIC ADVOCACY OVERSIGHT Our Board has political and public advocacy oversight responsibility, including ensuring that management’s political and lobbying expenditures are aligned with the Company’s strategy. The Board has adopted policies and procedures to oversee political and lobbying expenditures. As part of its ESG oversight responsibility, the Responsibility Committee reviews annually the Board’s policies and procedures regarding politics and public advocacy and that the Company’s publicly-stated positions are aligned with its related activities and spending. For additional information regarding our policies concerning political contributions and public advocacy, see Political Contributions and Public Advocacy beginning on page 32. RISK OVERSIGHT   The Board has oversight responsibilities regarding risks that could affectimpact the Company. Oversight for some of these risks is assigned to the committees—largely the Audit Committee and Technology Committee—based on the individual risk.   The Audit Committee has established procedures for reviewing the Company’s risks, including climate-related and supply chain-related 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 Board. In addition, the Audit Committee receives regular briefings from our Chief Information Security Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel, and Vice President of Internal Audit, and outside experts on cybersecurity risks and cyber risk oversight.Audit. 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,controls, and other related matters. The Audit Committee Chair reports on the committee’s meetings, considerations, and actions to the Board at the next Board meeting following each Audit Committee meeting.   The Human CapitalHCC Committee considers risk in relation to the Company’s compensation policies and practices. The Human CapitalHCC Committee’s independent compensation consultant provides an annual report to the committee on risk relative to the Company’s compensation programs. The Technology Committee has established procedures for reviewing the Company’s GTS risks. These procedures include regular risk monitoring by management to update current risks and identify potential new and emerging risks. In addition, the Technology Committee receives regular briefings from our Chief Operations Officer, Chief Technology Officer, Chief Information Security Officer, Chief Privacy Officer, and outside experts on cybersecurity risks and cyber risk oversight. During these meetings, the Technology 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 Technology Committee Chair reports on the committee’s meetings, considerations, and actions to the Board at the next Board meeting following each Technology Committee meeting.   The Company believes that this risk oversight process is appropriate in light of the Company’s business, size, and active senior management participation, including by the CEO, in managing risk and holding regular discussions on risk with the Audit Committee, the Human CapitalHCC Committee, the Technology Committee, and the Board.   CYBERSECURITYCybersecurity   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.business. Our cybersecurity program includes the following elements:   Element Strategy 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, tabletop exercises, user access campaigns, and other strategies.   PRIVACY   33   Foot Locker, Inc. gOvERNaNCE Privacy   Our Privacy Policiesprivacy policies and Privacy Statementsprivacy statements govern our treatment of customer data. OurThese policies provide explanations ofdescribe the types of customer personal information we collect, how we use and share thatthe information, and the measures we take in order to help protect the security of thatthe information. Our policies provide multiple points of contact through which our customers may initiate inquiries, make requests, 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 GDPR requirements.requirements, and are subject to further updates from time to time in response to EU developments. Similarly, our privacy statements and practices in the United States wereand other countries are periodically reviewed and updated in response to CCPA, which came into force in January 2020.local privacy laws and developments.   36     Foot Locker, Inc. GOVERNANCECode of Business Conduct   CODE OF BUSINESS CONDUCT The Company has adopted a Code of Business Conduct applicable to all directors, executive officers, corporate officers, and all other team members.members, and requires them to each sign annually to certify they have reviewed and understand the Code of Business Conduct. We refer to all our employees as “team members,” including throughout this Proxy Statement, to reflect the significant role they play in our success. The Company periodically reviews the Code of Business Conduct and revises it, as appropriate. Any waivers of the Code of Business Conduct for directors and officers must be approved by the Audit Committee. The Code of Business Conduct is available at investors.footlocker-inc.com/cobc, and all current waivers for directors and officers are available at investors.footlocker-inc.com/cobcwaivers.   GLOBAL SOURCING GUIDELINESGlobal Sourcing Guidelines   Without a sound commitmentadherence to human rights and implementation through due diligence, jobs can be precarious, compensation can be below a living wage, and individuals can be subjected to modern day slavery, among a range of other potential impacts. Therefore, as part of our ESG program, we have policies, processes, and practices in place to systematize our human rights approach and how we respond to serious allegations. ThisOperating responsibly is a public good for all stakeholders.in the long-term interest of our shareholders.   Our Global Sourcing Guidelines require all of our suppliers to respect certain employment standards that we believe should be universal, notwithstanding more relaxed standards (if any) imposed by law. In the selection of our suppliers, we work hard to choose reputable business partners who are committed to our ethical standards and business practices. The Global Sourcing Guidelines are distributed annually to each of our suppliers and each supplier agrees that, by accepting orders from us, it will abide by and implement its terms and require the same from each of its subcontractors. Each of our suppliers acknowledges that its failure to honor these guidelines will compel us to reevaluate, and possibly terminate, our business relationship with them. The Global Sourcing Guidelines are an integral part of our purchase agreements with suppliers, and to assure conformity with the Global Sourcing Guidelines, we reserve the right to make periodic, unannounced inspections of their facilities, and suppliers agree to maintain and provide upon request all documentation necessary to demonstrate compliance.   OurThe Company continuously reviews the Global Sourcing Guidelines provide the following: Standard Policy Employment We will only do business with suppliers whose workers are, in all cases, present voluntarily, compensated fairly, allowed the right of free association, and who are not put at risk of physical harm, discriminated against, or exploited in any way. For additional information regarding our commitment to human rights, see our Global Human Rights Statement available at investors.footlocker-inc.com/humanrights. Child Labor Child labor is not permissible. Forced Labor Forced labor, whether in the form of prison labor, involuntary or slave labor (including human trafficking), indentured labor, bonded labor, or otherwise is not permissible. Employment must always be on a voluntary basis. Wages and Benefits We will only deal with suppliers who compensate their employees fairly by providing wages, overtime premiums, and benefits that, at the very least, comply with legally-mandated minimum standards. Working Hours We will only deal with suppliers who maintain reasonable work hours, not exceeding prevailing local standards, or any maximum prescribed by applicable laws. Health and Safety We will only deal with suppliers who provide their employees with a safe and healthy work environment, designed to prevent accidents and injury to health arising out of or occurring in the course of work. At a minimum, we require that suppliers comply with all applicable, legally-mandated standards for workplace health and safety. For additional information regarding our commitment to health and safety, see our Global Occupational Health and Safety Statement available at investors.footlocker-inc.com/safety. Nondiscrimination We believe that employment should be based on ability and not on belief or any other personal characteristics. We will only deal with suppliers who do not practice discrimination in employment, including in hiring, salary, benefits, advancement, discipline, termination, retirement, or in other aspects of employment on the basis of race, color, nationality, ethnic origin, gender, religion, age, sexual orientation, disability, or similar factors. Harassment and Abuse We expect all employees to be treated with respect and dignity. We will not deal with suppliers whose employees are subjected to physical, sexual, psychological, or verbal harassment or abuse. Freedom of Association We expect all of our suppliers to grant their employees the right to choose to affiliate with legally-sanctioned organizations or associations without interference. Subcontracting Our suppliers may not utilize subcontractors to manufacture our products without our prior written approval and only after the subcontractor has agreed to comply with the Global Sourcing Guidelines. The Company periodically reviews the guidelines and revises them, as appropriate.appropriate, consistent with best practices. The Global Sourcing Guidelines are available at investors.footlocker-inc.com/gsg.   2022 Proxy Statement 37 GOVERNANCE SHAREHOLDER ENGAGEMENTRESPONSIBLE BUSINESS OVERSIGHT   WHY WE ENGAGEWe are very intentional about our mission. Management and the Board understand that how we achieve our purpose is just as important as the results. Stakeholders understandably want to know that the companies they are buying from, investing in, working for, or doing business with, are acting responsibly by valuing their team members, giving back to the communities they serve, and actively addressing the environmental impact of their operations. For these reasons, among others, we manage our business responsibly.   The Board’s relationship with shareholdersBoard is an important partactively engaged in the oversight of the Company’s success.global responsible business 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, team members, business partners, and the communities we serve. The NCR Committee oversees our global responsible business strategy and associated risks and opportunities, including climate-related and supply chain-related risks and opportunities. The Board believes it is importantreceives updates from the NCR Committee Chair throughout the year. In addition, each of the Audit Committee, HCC Committee, and Technology Committee have certain responsible business oversight responsibilities relevant to foster long-term relationshipstheir respective committees. 2024 PROXY STATEMENT 34   gOvERNaNCE Inspired by engagement with our stakeholders, the Company publishes an annual Impact Report. The Impact Report provides details on our global responsible business strategy, consistent with the SASB reporting standards and TCFD reporting framework. Our global responsible business strategy is focused on four pillars: Leveraging the Power of Our People and Communities Strengthening the Sustainability of Our Supply Chain Managing and Reducing Our Environmental Impacts Operating Ethically and Transparently We recognize, however, that this is a journey. We view public reporting as an ongoing process and expect our disclosures to continue to evolve over time. This process will be more evolutionary than revolutionary, but our goal is to make progress each year. We are fully committed to building on our progress over time and strengthening our vision for a more sustainable world. For additional information regarding our global ESG program and Board oversight, see our Impact Report, which is available at investors.footlocker-inc.com/impactreport. The Company has adopted the following policies related to its global responsible business strategy: Policy Purpose Global Environmental and Climate Change Policy Sets out certain sustainability and environmental priorities, including reducing GHG emissions that have an adverse effect on climate change, and certain responsibilities of its suppliers. This policy is available at investors.footlocker-inc.com/climate. Global Human Rights Policy Sets out certain priorities, including maintaining a work environment that respects and supports the provision of basic human rights to all of its team members around the world, regardless of the country in which they work, to the full extent permitted by law, and certain responsibilities of its suppliers. This policy is available at investors.footlocker-inc.com/humanrights. Global Occupational Health and Safety Policy Sets out certain priorities, including operating in a safe and responsible manner to protect the health and safety of its team members, partners, and customers, and certain responsibilities of its suppliers. This policy is available at investors.footlocker-inc.com/safety. Global Water Stewardship Policy Sets out certain priorities, including operating in a safe and responsible manner to protect against water risks and seeking to promote the human right to water and sanitation, and certain responsibilities of its suppliers. This policy is available at investors.footlocker-inc.com/water. POLITICAL AND PUBLIC ADVOCACY OVERSIGHT Our Board has political and public advocacy oversight responsibility, including ensuring that management’s political and lobbying expenditures are aligned with shareholders and understand their perspectives.the Company’s strategy. The Board has a long tradition of engaging with shareholders.adopted policies and procedures to oversee political and lobbying expenditures. The Board values an open dialogue with shareholders,NCR Committee reviews annually the Board’s policies and the Board believesprocedures regarding politics and public advocacy and that regular communication is a critical part of the Company’s long-term success. Through thesepublicly-stated positions are aligned with its related activities the Board discusses the Company’s corporate governance, executive compensation programs, ESG, and other topics of interest to shareholders. We also closely monitor policy statementsspending. For additional information regarding our policies concerning political contributions and areas of focus for shareholders. These engagement efforts allow the Board to better understand the Company’s shareholders’ prioritiespublic advocacy, see Political Contributions and perspectives and provide the Board with useful input concerning the Company’s compensation, corporate governance, and ESGPublic Advocacy on page 31.   35   Foot Locker, Inc. gOvERNaNCE SHAREHOLDER ENGAGEMENT WHY WE ENGAGE The Board’s relationship with shareholders is an important part of the Company’s success. The Board believes it is important to foster long-term relationships with shareholders and understand their perspectives. The Board has a long tradition of engaging with shareholders. The Board values an open dialogue with shareholders, and the Board believes that regular communication is a critical part of the Company’s long-term success. Through these activities, the Board discusses the Company’s corporate governance, executive compensation programs, responsible business practices, and other topics of interest to shareholders. We also closely monitor policy statements and focus areas for shareholders. These engagement efforts allow the Board to better understand shareholders’ priorities and perspectives and provide the Board with useful input concerning the Company’s compensation, corporate governance, and responsible business practices.   The Board is committed to:   ► Accountability. Drive and support leading corporate governance and board practices. ► Transparency. Maintain high levels of transparency on a range of financial, governance, and ESGresponsible business issues to build trust and sustain two-way dialogue. trust. ► Engagement. Proactively engage with shareholders and proxy advisory firms on a range of topics to sustain two-way dialogue and identify emerging trends and issues to inform the Board’s thinking and approach.   This shareholder engagement program complements the ongoing dialogue throughout the year among shareholders and our Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, and Investor Relations team on our financial and strategic performance. WHO WE ENGAGE During the 2023 shareholder engagement cycle, our Non-Executive Chair, General Counsel, and Deputy General Counsel and Corporate Secretary met individually with shareholders representing over 46% of our total shares outstanding, as well as proxy advisory firms. ENGAGEMENT TOPICS ►   Board Oversight of Lace Up Plan ►   Board Assessment Process ►   Board and Management Succession ►   Executive Compensation ►   ESG ►   Supply Chain Risks We had discussions regarding executive compensation and our 2023 Say-on-Pay vote as part of our 2023 shareholder engagement cycle, and took into account the views of shareholders regarding the design and effectiveness of our executive compensation program. In light of this feedback received during our shareholder engagement, the HCC Committee decided to make certain enhancements to the program design, which include linking the Lace Up Plan scorecard to the Annual Incentive Plan and implementing a three-year performance period for the PSU awards granted in March 2024. See 2024 Compensation Program Design Changes on page 63 for a discussion of the 2024 compensation program design changes. The HCC Committee will continue to assess the executive compensation program against changing business conditions and shareholder feedback. 2024 PROXY STATEMENT 36   gOvERNaNCE   WHO WE ENGAGE During the 2021–22 season, our Lead Independent Director, General Counsel, and the head of our global ESG leadership team will have met individually with shareholders representing approximately 30% of our total shares outstanding, as well as proxy advisory firms. TOPICS OF ENGAGEMENT ► Board Refreshment and Composition ► Human Capital Management ► Board Evaluation Process ► Executive Compensation Programs ► Boardroom and Company Culture ► ESG HOW WE HAVE BEEN RESPONSIVE TO ENGAGEMENT   The Lead Independent DirectorNon-Executive Chair shares the feedback gained from our shareholder engagement meetings with the BoardNCR Committee and the Responsibility Committee,Board, as well as compensation-specific feedback with the Human CapitalHCC Committee. In recent years, we have taken a number of actions based on shareholder feedback to strengthen our governance practices, global ESG program,responsible business strategy, and disclosure. For example, the Board voluntarilyseparated the Chair and CEO roles, adopted proxy access, amended our By-LawsBylaws to implement a majority voting standard in uncontested director elections, and added thea Director Nominees’ Skillset Matrix to thisour Proxy StatementStatements to describe each director’s qualifications. The Company also enhanced its ESGresponsible business disclosure by publishing an Impact Report, which is presented consistent with the SASB reporting standards and TCFD reporting framework and is available at investors.footlocker-inc.com/impactreport. These examples evidence our continued commitmentdedication 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 shareholder communications with the Board, as described below. 38     Foot Locker, Inc. GOVERNANCE   COMMUNICATIONS WITH THEOUR BOARD   Shareholders and other interested parties who wish to communicate directly with the independent directors of the Board should send a letter to the Board. The Procedures for Communications with the Board are available at investors.footlocker-inc.com/boardcomms. Our Corporate Secretary will promptly send a copy of the communication to the Lead Independent Director,Non-Executive Chair, who may direct our Corporate Secretary to send a copy of the communication to the other independent directors and may determine whether a meeting of the independent directors should be called to review the communication. 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 their resignation for consideration by the Responsibility Committee. The Responsibility Committee will make a recommendation to the Board whether to accept or reject the resignation, or take other action. The director who tenders their resignation will not participate in the Responsibility Committee or Board’s decision. In determining its recommendation to the Board, the Responsibility Committee will consider all factors that it deems relevant. Following such determination, the Company will promptly publicly disclose 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 Common Stock 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. 2022 Proxy Statement 39 Our Board consists of individuals from a diverse range of backgrounds—in terms of gender, age, ethnicity, skills, and business and Board experience—with an equally diverse range of perspectives. What our Board shares is a common desire to support and oversee management in achieving the Company’s purpose to inspire and empower youth culture. The Board has delegated certain duties to its 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 Board has adopted charters for each of the Audit Committee (investors.footlocker-inc.com/audit), Finance Committee (investors. footlocker-inc.com/finance), Human Capital Committee (investors.footlocker-inc.com/comp), and Responsibility Committee (investors.footlocker-inc.com/gov). As a general principle, the Board believes that the periodic rotation of committee and committee chair assignments on a staggered basis provides opportunities to foster diverse perspectives, develops further the depth and breadth of knowledge within the Board, and prepares the Board for future director succession. In May 2021, Mr. McKenna rotated off as Chair of the Finance Committee, and was replaced by Mr. Oakland, and Mr. Oakland rotated off as Chair of the Responsibility Committee, and was replaced by Mr. Payne. In February 2022, Ms. Drosos was added to the Audit and Finance Committees. 40     Foot Locker, Inc. BOARD OF DIRECTORS COMMITTEES The key oversight responsibilities of the committees, the current committee memberships, and the number of meetings held during 2021 are as follows:   AUDIT       37   Foot Locker, Inc. goveRnAnCe COMMITTEES AUDIT GUILLERMO G. MARMOLChair MARMOL Chair Other Members: Drosos, McKenna, Nicosia (Audit Committee Financial Expert), Payne, and Young 9 meetings in 20212023 Meetings: 13     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 compliance ► the Company’s risk assessment and risk management policies    ERM ► cybersecurity ► the   independent auditors’ qualifications, independence, and performance of the independent auditors ► the   internal auditors’ qualifications, performance, and compensation of the internal auditors ► reviews and monitors compliance with the   Code of Business Conduct compliance ► establishes procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting and audit controls, and auditing matters ►    reviews insurance and self-insurance reserves ►   reviews derivatives policy and use of derivatives ►reviews and discusses risk assessments from management with respect to ESG-relatedresponsible business-related risks and relevant ESG metrics and attestations associated with these metrics This committee consists of sixfive independent directors, as independence is defined under 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. McKennaMs. Nicosia qualifies as an “audit committee financial expert,“Audit Committee Financial Expert,” as defined by the rules under the Exchange Act, through hisher relevant experience as a former senior financial executivesitting Chief Executive Officer, and her prior experience as president of an operating unit of a large multinational corporation.corporation where she supervised the finance and accounting professionals responsible for, and personally analyzed and evaluated, financial statements, as well as internal controls over financial reporting. The Board believes that there are other directors who would also qualify for this designation and the Board will designate a new “audit committee financial expert” upon Mr. McKenna’s retirement. The Audit Committee Reportappears on page 101.86.     EXECUTIVE DONA D. YOUNG Chair Other Members: Dillon, Marmol, Oakland, Payne, and Underhill No Meetings in 2023     RICHARD A. JOHNSONChair   Other Members: Marmol, Oakland, Payne, Underhill, and Young No meetings in 2021 KEY OVERSIGHT RESPONSIBILITY   ► shares all of the powers of the Board during intervals between Board meetings, except for certain matters reservedwith all directors invited to the Board   FINANCE STEVEN OAKLANDChair Other Members: Drosos, Feldman, McKenna, participate, and Walker 5 meetingsused only in 2021 extraordinary circumstances 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 budget for, and policies related to, capital ► 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 Company’s Retirement Plan Committee regarding the asset allocation and investment performance of the Company’s North America pension funds 2022 PROXY STATEMENT 41 BOARD OF DIRECTORS   HUMAN CAPITAL       KIMBERLY UNDERHILLChairHCC KIMBERLY UNDERHILL Chair Other Members: Feldman, Marmol, Nicosia and Nicosia Young (Ex Officio Member) 2023 Meetings: 6 4 meetings in 2021   KEY OVERSIGHT RESPONSIBILITIES   ► determines the CEO’s compensation ► reviews and approves compensation for executive officers, corporate officers, and other highly-compensated executives ►   approves all equity compensation (except by delegation of authority for participants other than the CEO, other executive officers’officers and corporate officers’ compensation officers, and other highly-compensated executives) ► approves team members’ equity compensation ► assesses risk in relation to the Company’s compensation policies and practices ► ►administers the Company’s compensation plans reviews ► reviews and makes recommendations to the Board concerning human capital matters, including 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 ►   reviews relevant responsible business factors in its oversight of compensation, benefits, and employment arrangements   This committee consists of four independent directors, and an Ex Officio Member, as independence is defined under the NYSE rules applicable to compensation committee members. See the CD&A beginning on page 5046 for a discussion of the Human CapitalHCC Committee’s procedures for determining compensation, and the Human CapitalHCC Committee Report on page 69.64.   2024 PROXY STATEMENT 38   goveRnAnCe   RESPONSIBILITYNCR ULICE PAYNE, JR.Chair Other Members: Oakland, Underhill, Walker, and Young 2023 Meetings: 4       ULICE PAYNE, JR.Chair Other Members: Oakland, Underhill, Walker, and Young 4 meetings in 2021 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 CEO and Lead Independent Director,Non-Executive Chair, makes recommendations to the Board annually regarding both committee, and committee chair, assignments ► reviews trends and governance with regard to nonemployeenon-employee directors’ compensation ► oversees the Company’s ESG initiativesresponsible business strategy and reviews and considers related public reporting, including the Company’s annual Impact Report and the role of ESG in the Company’s strategy   Shareholders who wish to recommend candidates for Board membership may contact the ResponsibilityNCR Committee in the manner described under Communications with theOur Board on page 39.37. Shareholder nominations must be made according to the procedures required under, and within the timeframe described in, the By-LawsBylaws and under Deadlines and Procedures for Nominations and Shareholder Proposals for the 20232025 Annual Meetingon page 104.89. Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures will be evaluated by the ResponsibilityNCR Committee in the same manner as the Company’s nominees. TECHNOLOGY STEVEN OAKLAND Chair Other Members: Drosos, Feldman, Walker, and Young (Ex Officio Member) 2023 Meetings: 4 KEY OVERSIGHT RESPONSIBILITIES ►   reviews GTS strategy, risks, controls, processes, and progress ►   considers the staffing adequacy, skills, and allocation of GTS resources ►   assesses and provides feedback on technology trends ►   oversees, in conjunction with the Audit Committee, the GTS ERM framework ►   reviews significant technology acquisition processes, including ERP ►   reviews data and analytics capabilities and information governance framework ►   reviews digital engagement strategy, development, and operations, as well as customer satisfaction performance results ►   reviews, in connection with its oversight of the Company’s utilization of technology and digital engagement, relevant responsible business factors   39   Foot Locker, Inc.     goveRnAnCe DIRECTORS AND OFFICERS INDEMNIFICATION AND INSURANCE The Company has entered into indemnification agreements with its directors and officers, as approved by shareholders at the 1987 annual meeting. We have purchased directors and officers liability and corporation reimbursement insurance from the following group of insurers: 42  Foot Locker, Inc.   ► ACE American Insurance Co. ► Beazley Insurance Co. ► Palomar Insurance Co. ► Ambridge Insurance Co. ► Berkley Insurance Co. ► Sompo International Insurance Co. ► American International Group ► Chubb Bermuda Insurance Ltd. ► Starstone Insurance Co. ► Amtrust Financial Services Insurance Co. ► CNA Insurance Co. ► Swiss Re Insurance Co. ► ANV Insurance Co. ► Hartford Accident & Indemnity Co. ► Zurich American Insurance Company ► Argonaut Insurance Co. ► Old Republic Insurance Co. ► Ascot Insurance Co. ► Orion Insurance Co.   BOARD OF DIRECTORSThese policies insure all of the directors and officers of the Company and its covered subsidiaries. The policies were each written for a 12-month term, expiring October 12, 2024. The aggregate annual premium for these policies, including fees and taxes, is $1,333,396.   Directors and officers of the Company, as well as all other team members with fiduciary responsibilities under ERISA, are insured under policies issued by the following group of insurers: ► ACE American Insurance Co. ► Euclid Insurance Co. ► Zurich American Insurance Company ► CNA Insurance Co. ► Sompo International Insurance Co. The policies were each written for a 12-month term, expiring October 12, 2024. The aggregate annual premium for these policies, including fees and taxes, is $250,498. 2024 PROXY STATEMENT 40   DIRECTOR COMPENSATION   This discussion relates to the compensation we pay to non-employee directors. We do not pay additional compensation to any director for service on the Board or any committee who is also a Company employee.   KEY PRINCIPLES OF DIRECTOR COMPENSATION PROGRAM   The Company compensates its non-employee directors for their service according to the following principles:   Category Description Pay Position The targeted pay position for our outsidenon-employee directors’ compensation program is the median of the retail and general industry market reference points. Peer Groups When establishing reference points for market comparisons of our outsidenon-employee directors’ compensation program, we consider the retail peer group used for our executive compensation purposes and general industry data for similarly-sized companies. See BenchmarkingPeer Group Approach beginning on page 6559 for more information on our peer group. Pay Evaluation Perspective When assessing the competitive position of our outsidenon-employee directors’ compensation program, the primary focus is onthe total targeted compensation opportunity. Pay Mix Our outsidenon-employee directors’ compensation program consists of a balancemix of cash and equity, with an emphasis on equity over cash.equity. See Components of Director Compensation Program on page 4442 for further information. Differentiation The outside directors’ compensation provides Differentiation Non-employee directors receive additional compensation for leadership positions on the Board, including lead independent directorthe Non-Executive Chair and committee chair roles. See Components of Director Compensation Programon page 4442 for further information. Stock Ownership Significant stock ownership guidelines established for outside Our Stock Ownership Guidelines further align our directors encourage better alignment with our shareholders’ interests, with compliance measured at least annually, as described further in Stock Ownership Guidelinesbeginning on page 32.29. Deferral Opportunities Deferral Opportunities Non-employee directors may elect to receive all or a portion of the cash component of their annual retainer fee, including committee chair retainers, in the form of DSUs or to have these amounts placed in an interest account.Interest Account. Directors may also elect to receive all or a portion of the stock component of their annual retainer fee or their RSU awards in the form of DSUs. Beginning in 2022, directors2023, the Non-Executive Chair may also elect to receive all or a portion of their RSU awardsher Non-Executive Chair retainer in the form of DSUs. Total Compensation Limits Meaningful limits on outsidenon-employee directors’ compensation have been established to ensure consistency with sound governance practices. See Components of Director Compensation Program on page 4442 for further information. Regular Review The ResponsibilityNCR Committee conducts regular reviews of governance practices and trends in directors’ compensation to ensure consistency of our programprogram’s consistency with sound governance practices and makes recommendations, as appropriate,reports out to the Board. The Human CapitalHCC Committee conducts regular reviews of our outsidenon-employee directors’ compensation program and makes recommendations to the Board regarding the amount and form of directors’ compensation each year.   2022PROXY STATEMENT 43     41   Foot Locker, Inc.   BOARD OF DIRECTORSDiReCtoR CoMPenSAtion   COMPONENTS OF DIRECTOR COMPENSATION PROGRAM   The Company’s non-employee directors were paid in the following fees in 2021:2023:   Fee Amount Form of Payment Annual Retainer $150,000   Fee ($) Form of Payment Annual Retainer 150,000 Committee Chair Retainer     Audit Committee $25,000 50% cashCash(1)and HCC Committee 25,000 50% Common Stock(2) Finance NCR Committee $15,000 Human Capital Committee $25,000   Responsibility Technology Committee $15,000   Lead Independent Director Retainer(3) $50,000 Non-Executive Chair Retainer(3) 250,000 Cash Meeting Fee(3)(4) $2,000  per Board and committee meeting attended Annual RSU Award $70,05780,003 RSUs(4)(5)   (1) Directors may defer all or a portion of the fee in the form of DSUs or have these amounts placed in an Interest Account. (2) Directors may defer all or a portion of the fee in the form of DSUs. (3) The Lead Independent Director or Non-Executive Chair, as applicable, may also elect to receive all or a portion of the fee in the form of DSUs. (4) The Company also reimburses reasonable expenses incurred in attending Board and committee meetings, other meetings with management, and continuing education programs, including transportation, hotel accommodations, and meals. (4)(5) Beginning in 2022, directors Directors may defer all or a portion of the RSU awards in the form of DSUs.   Each non-employee director’s annual compensation, inclusive ofincluding cash and equity but excluding dividend equivalents paid on DSUs for previously-deferred compensation and credited in the form of additional DSUs, is capped at $600,000 per fiscal year. Directors are eligible to receive the same discount on purchases of merchandise from our stores catalogs, and websites that is available to team members.   For all compensation periods through and including fiscal 2021,Fiscal 2023, six of our current directors have previously elected to defer all or a portion of one or more of their annual retainers, committee chair retainers, or annual RSU award into DSUs, and none of the current directors have elected to place any amount of their annual retainer fees into an interest account.Interest Account.   GOVERNANCE   The Human CapitalHCC Committee and ResponsibilityNCR Committee jointly oversee our non-employee director compensation program, conduct annual reviews, and make recommendations for adjustments, as appropriate, to the Board. The ResponsibilityNCR Committee reviews trends and governance with regard to non-employee directors’ compensation. Following consultation with the ResponsibilityNCR Committee, the Human CapitalHCC Committee reviews non-employeenonemployee directors’ compensation and makes recommendations to the Board concerning the form and amount of non-employee directors’ compensation.   In connection with the review conducted in fiscal year 2021,Fiscal 2023, the outsideHCC Committee’s independent compensation consultant assessed the compensation paid to our non-employee directors against non-employee director compensation trends and data from our company peer group, including overall trends and governance principles, market competitiveness of our program, and the mix of cash and equity provided under our program. Following this review, no changes were made to the non-employee director compensation program in 2021 because the program was competitive with the Company’s peer group median. Other aspects of the program, including thedirectors’ compensation. The annual retainer, committee chair annual retainers, and mix of cash and equity, were found to be aligned with industry norms and best practices.   44 2024 PROXY STATEMENT     Foot Locker, Inc. 42     BOARD OF DIRECTORS DiReCtoR CoMPenSAtion   FISCAL 20212023 DIRECTOR COMPENSATION   The amounts paid to each non-employee director for fiscal 2021,Fiscal 2023, including amounts deferred under the Stock Incentive Plan, and the RSUs granted to each non-employee director are reported in the tables below:   (a) Name (b) Fees Earned or Paid in Cash ($) (c)   Stock Awards ($)(1) (d)     Total ($) Clark(2) 41,004 31,246 72,250 (a) (b) (c) (d) Fees Earned   or Paid in Stock   Cash Awards Total Name ($) ($)(1) ($) Drosos 121,014 154,989 276,003 Feldman 111,058 175,201 286,259 115,014 194,009 309,023 Marmol 131,547 157,510 289,057 147,516 167,487 315,003 McKenna 124,165 148,142 272,307 Nicosia 112,808 163,878 276,686 133,000 165,844 298,844 Oakland 118,500 158,193 276,693 120,500 178,517 299,017 Payne 124,262 150,733 274,995 138,504 170,109 308,613 Underhill 121,547 157,510 279,057 129,516 167,487 297,003 Walker 111,000 146,035 257,035 113,000 164,372 277,372 Young 100,250 275,378 375,628 381,000 259,090 640,090   (1) Column (c) reflects the following three items: (A) the grant date fair value determined in accordance with FASB ASC 718 for the portion of a director’s annual retainer fees (including committee chair retainer fees) for fiscal year 2021Fiscal 2023 paid in shares of Common Stock (including any portions deferred in the form of DSUs under the Stock Incentive Plan) ($61.6327.11 per share, representing the closing price of a share of Common Stock on June 30, 2021)2023). Such shares of Common Stock are fully vested on grant, regardless of whether deferred into DSUs. (B) the grant date fair value determined in accordance with FASB ASC 718 for RSUs granted in fiscal year 2021Fiscal 2023 ($61.6741.56 per share, representing the closing price of a share of Common Stock on the grant date)date of May 17, 2023). In May 2021,2023, each director received an award of 1,1361,925 RSUs. The number of RSUs granted was calculated by dividing $70,000$80,000 by the closing price of a share of Common Stock on the grant date.date, rounded to the nearest full share ($80,003). The RSUs will vest in May 2022,2024, provided the director continues to serve on the Board through the vesting date. Each RSU represents the right to receive one share of Common Stock on the vesting date. No dividends are paid or accrued on the RSU awards. The amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. (C) the grant date fair value, determined in accordance with FASB ASC 718, for dividend equivalents paid on DSUs and credited in the form of additional DSUs, made to Messrs. Feldman, Oakland, Payne, and Walker, and Mses. Nicosia and Young ($58.9841.99 per share for DSUs granted on April 30, 2021, $57.0628, 2023, $26.27 per share for DSUs granted on July 30, 2021, $47.6728, 2023, and $19.60 per share for DSUs granted on October 29, 2021, and $44.43 per share for DSUs granted on January 28, 2022,27, 2023, representing the closing price of a share of Common Stock on the quarterly payment date). Such additional DSUs are fully vested on grant.     43   2022PROXY STATEMENTFoot Locker, Inc. 45   BOARD OF DIRECTORS DiReCtoR CoMPenSAtion   The following table sets forth the grant date fair value of the above stock awards granted to our non-employee directors in fiscal year 2021:Fiscal 2023:   Stock Fees RSUs DSUs Total Name ($) Retainer Paid in Common Stock ($)(1) RSUs ($)(2) DSUs ($)(3) Total ($) Clark(2) 31,246 — 31,246 Drosos 74,986 80,003 — 154,989 Feldman 74,942 70,057 30,202 175,201 74,986 80,003 39,020 194,009 Marmol 87,453 70,057 — 157,510 87,484 80,003 — 167,487 McKenna 78,085 70,057 — 148,142 Nicosia 74,942 70,057 18,750 163,878 75,000 80,003 10,841 165,844 Oakland 82,500 70,057 5,636 158,193 82,500 80,003 16,014 178,517 Payne 79,637 70,057 1,039 150,733 82,496 80,003 7,610 170,109 Underhill 87,453 70,057 — 157,510 87,484 80,003 — 167,487 Walker 75,000 70,057 978 146,035 75,000 80,003 9,369 164,372 Young 131,250 70,057 74,071 275,378 75,000 80,003 104,087 259,090 (1) Messrs. Oakland and Walker, and Mses. Nicosia and Young elected to receive 100% of their stock portion of their annual retainer for Fiscal 2023 in DSUs. (2) Messrs. Oakland and Walker, and Mses. Nicosia and Young elected to receive 100% of their RSU awards granted in Fiscal 2023 in DSUs. (3) Represents dividend equivalents paid on DSUs and credited in the form of additional DSUs made to Messrs. Feldman, Oakland, Payne, and Walker, and Mses. Nicosia and Young ($41.99 per share for DSUs granted on April 28, 2023, $26.27 per share for DSUs granted on July 28, 2023, and $19.60 per share for DSUs granted on October 27, 2023, representing the closing price of a share of Common Stock on the quarterly payment date).   (2)  Ms. Clark served as a director during 2021 until her retirement from the Board in May 2021. For additional information on the valuation assumptions, refer to Note 21 to the Company’s financial statements in our Annual Report, which is available at investors. footlocker-inc.com/investors.footlocker-inc.com/ar.   As of the end of fiscal year 2021,Fiscal 2023, the number of RSUs and DSUs held by our non-employee directors were as follows:   RSUs DSUs Name (#) RSUs (#) DSUs (#) Drosos, Marmol, and Underhill 1,925 — Feldman 1,136 30,603 1,925 33,621 Marmol, McKenna, and Underhill 1,136 — Nicosia 1,136 433 — 11,059 Oakland 1,136 5,981 — 15,610 Payne 1,136 1,314 1,925 7,330 Walker 1,136 1,237 — 9,790 Young 1,136 75,523 — 91,402   2024 PROXY STATEMENT 4644    Foot Locker, Inc.   BOARD OF DIRECTORS DIRECTORS AND OFFICERS INDEMNIFICATION AND INSURANCE The Company has entered into indemnification agreements with its directors and officers, as approved by shareholders at the 1987 annual meeting. We have purchased directors and officers liability and corporation reimbursement insurance from the following group of insurers: ►   ACE American Insurance Co. (Chubb) ►   American International Group (AIG) ►   Arch Insurance Co. ►   Argonaut Insurance Co. (Argo RE) ►   Beazley Insurance Co. ►   Berkley Insurance Co. (W.R. Berkley)PROPOSAL ►    Chubb Bermuda Insurance Ltd. (Chubb) ►    Continental Casualty Co. (CNA)  ►    Endurance American Insurance Co. (Sompo International) ►    Freedom Specialty Insurance Co. (Nationwide) ►   Hartford Accident & Indemnity (The Hartford) ►   Markel Insurance Co.  ►   North American Specialty Insurance Co. (Swiss Re) ►   Zurich American Insurance CompanyADVISORY VOTE TO APPROVE NEO COMPENSATION These policies insure all of the directors and officers of the Company and its covered subsidiaries, as well as the Company and all of its wholly-owned subsidiaries. The policies were written for a 12-month term, expiring October 12, 2022. The total annual premium for these policies, including fees and taxes, is $1,553,815. Directors and officers of the Company, as well as all other team members with fiduciary responsibilities under ERISA, are insured under policies issued by the following group of insurers: ►   ACE American Insurance Co. (Chubb) ►   Continental asualty Co. (CNA) ►     Endurance American Insurance Co. (Sompo International) ►   Hudson Insurance Co. (Euclid) ►   Zurich American Insurance Co. The Board recommends a vote FOR this proposal. The policies were written for a 12-month term, expiring October 12, 2022. The total annual premium for these policies, including fees and taxes, is $251,168.   2022PROXY STATEMENT  47     In accordance with the requirements of Section 14A of the Exchange Act and the related SEC rules, our shareholders have the opportunity to cast an annuala non-binding, advisory vote to approve the compensation of our NEOs, as disclosed beginning on page 5048 (a “Say-on-Pay” vote). We currently hold our “Say-on-Pay” vote every year.year, consistent with the preference previously expressed by a majority of our shareholders.   As described in detail in the CD&A beginning on page 50,46, our compensation program is designed to attract, motivate, and retain talented executives responsible for leading our strategic priorities and, in turn, deliver value to our shareholders. Our executive compensation program ties paycompensation closely to the Company’s performance. A significant portion of the compensation provided to the NEOs is based upon the Company’s performance or the performance of our share price, and we believe this compensation structure closely aligns the interests of our executives with the interests of our shareholders. The higher an executive’s position, the greater percentage of their compensation is tied to performance.   “Say-on-Pay” receivedAt our 2023 annual meeting, nearly 96% support at last year’s annual meeting.97% of shares voted on the Say-on-Pay proposal supported our executive compensation program. The Human CapitalHCC Committee believes this affirmsconsidered the results of the 2023 Say-on-Pay vote in reviewing the program for 2024. Additionally, as part of our shareholders’ support for the Company’s approach to executive compensation. We also have2023 shareholder engagement cycle, we had individual discussions with manyshareholders representing over 46% of our shareholders on an ongoing basistotal shares outstanding, as well as proxy advisory firms, regarding various corporate governance topics, including executive compensation, and taketook into account the views of shareholders regarding the design and effectiveness of our executive compensation program for 2024. See Shareholder Engagement beginning on page 36 for more details on our shareholder engagement program. In light of this support and feedback received during our shareholder engagement, the HCC Committee decided to retain the general program design with certain enhancements to further align the program with the Lace Up Plan. See 2024 Compensation Program Design Changes on page 63 for more details. The HCC Committee will continue to assess the executive compensation program against changing business conditions and shareholder feedback. We believe youshareholders should read the CD&A, beginning on page 50,46, and the compensation tables beginning on page 70,65, in determining whether to vote in favor of this proposal.   Shareholders are being asked to approve the following resolution at the Annual Meeting:   “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of our NEOs, as disclosed in the Company’s Proxy Statement for the Annual Meeting pursuant to the SEC’s compensation disclosure rules, including the CD&A, the 2021 Summary Compensation Table, and the other related tables and disclosures.”   As an advisory vote, this proposal is not binding on the Company, the Human CapitalHCC Committee, or the Board. However, the Human CapitalHCC Committee and the Board value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding our NEOs.   2022PROXY STATEMENT 49     45   Foot Locker, Inc.      EXECUTIVE COMPENSATION COMPENSATION DISCUSSION AND ANALYSIS   This CD&A describesprovides information on our executive compensation program, including our global compensation philosophy, and objectives, provides contextwhich focuses on rewarding team members for compensation decisions fortheir roles in executing our NEOs, and describes how our 2021 compensation is linked to performance against the goals that were established for the Annual Incentive Plan and LTI. While the principles underlying this philosophy extend within the organization, this CD&A primarily covers the compensation of our NEOs. For 2021,Fiscal 2023, our NEOs were as follows:are the current executive officers, former executive officers, and former interim executive officer named below.           MARY N. DILLON MICHAEL A. BAUGHN(1) FRANKLIN R. BRACKEN ELLIOTT D. RODGERS ROSALIND REEVES(2) (she/her/hers) (he/him/his) (he/him/his) (he/him/his) (she/her/hers) President and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President and Chief Commercial Officer Executive Vice President and Chief Operations Officer Former Executive Vice President and Chief Human Resources Officer ANDREW E. PAGE(3) ROBERT F. HIGGINBOTHAM(3)     (he/him/his)   (he/him/his)   RICHARD A. ANDREW E. FRANKLIN R. W. SCOTT ANDREW I. JOHNSON PAGE(1) BRACKEN(2) MARTIN(3) GRAY Former Executive Vice President and Chief Financial Officer   Former Interim Chief Financial Officer   Chairman, Executive Vice Executive Vice Executive Vice Executive President and President and President and President, Vice President Chief Executive Chief Financial Chief Operating Chief Strategy and Chief Officer Officer Officer and Corporate Commercial Development Officer Officer   (1) Mr. PageBaughn joined the Company asand was appointed Executive Vice President and Chief Financial Officer, on Aprileffective June 12, 2021.2023. (2) Mr. Bracken Ms. Reeves served as Executive Vice President and Chief Executive Officer—North America until November 15, 2021, and was promoted to Executive Vice President and Chief OperatingHuman Resources Officer effective November 16, 2021. (3) W. Scott Martin served as Executive Vice President and Chief Executive Officer—Asia Pacific and Chief Strategy and Development Officer until November 15, 2021, President—Asia Pacific from November 16, 2021 through March 17, 2022,11, 2024, and Executive Vice President, Chief Strategy and Corporate Development Officer,is currently serving as an Advisor. She expects to depart the Company, effective March 18, 2022.July 31, 2024.   (3) LAUREN B. PETERS(4) VIJAY TALWAR(5) Former Executive Vice President and Former Executive Vice President and Chief Financial Officer Chief Executive Officer─EMEA (4) Ms. Peters Mr. Page served as Executive Vice President and Chief Financial Officer until April 12, 2021, and retired fromthrough February 28, 2023. The Company named Mr. Higginbotham as interim Chief Financial Officer while it conducted a comprehensive search, with the Company on May 1, 2021. (5) assistance of a leading executive recruiting firm, to identify Mr. Talwar servedPage’s successor, Mr. Baughn. Mr. Higginbotham ceased to serve as Executiveinterim Chief Financial Officer, effective June 11, 2023. Mr. Higginbotham was appointed Senior Vice President, Investor Relations, Corporate Finance, and Chief Executive Officer—EMEA until November 17, 2021, and departed from the Company on December 16, 2021.Treasurer, effective August 9, 2023. TABLE OF CONTENTS     51 Fiscal 2021 Highlights 51 TABLE OF CONTENTS Financial Performance 51 Leadership Appointments 52 Say-on-Pay Shareholder Vote   47 Fiscal 2023 Highlights   52 47 Financial Performance 47 Performance-Based Compensation Outcomes 47 CFO Appointment 48 Say-on-Pay Shareholder Vote 48 Compensation Program Design and Structure 52 48 Pay-for-Performance 54 50 Components of Executive Compensation Program 55 50 Base Salary 56 51 Annual Incentive Plan 59 54 LTI Awards 63 58 Retirement Plan and Excess Cash Plan 63 58 401(k) Plan and Excess Savings Plan 63 Supplemental Executive Retirement Plan 63 International Assignment Compensation 64 Perquisites 64 Employment Agreements and Other Arrangements   58 Perquisites   64 58 Employment Agreements and Offer Letters 59 Procedures for Determining Compensation 64 59 Setting Compensation, Establishing Goals, and Evaluating Performance 65 Benchmarking59 Peer Group Approach 66 60 Use of Compensation ConsultantsConsultant 66 60 Management Involvement in Developing the Compensation Program 61 Additional Information 61 Key Compensation Governance Policies 62 Compensation Program and Risk 62 Accounting and Tax Considerations 63 2024 Compensation Program Design Changes     672024 PROXY STATEMENT Additional Information 46   ExECuTIvE COmPEnSATIOn FISCAL 2023 HIGHLIGHTS Financial Performance 67While the year presented certain macroeconomic and consumer- related pressures in addition to Company-specific factors, including elevated inventories, the team focused on both delivering near-term results and executing the Lace Up Plan by closing under-performing stores and building out our loyalty program and digital capabilities to drive long-term shareholder value creation. Highlights include the following: Key Compensation Governance Policies 67 Compensation Program and Risk 68 Delegation of Authority 68 Accounting and Tax Considerations     (1)   A reconciliation to GAAP is provided beginning on page 22 of our Annual Report, which is available at investors.footlocker-inc.com/ar. 68 2022 Compensation Program Design Changes 50     Foot Locker, Inc. EXECUTIVE COMPENSATION FISCAL 2021 HIGHLIGHTS FINANCIAL PERFORMANCE 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:   (1)       A reconciliation to GAAP is provided beginning on page 21 of our Annual Report, which is available at investors.footlocker-inc.com/ar.   Our 20212023 compensation program, as outlined in detail inon the following pages, was tied to our key objectives, demonstrating our strong connection between pay and performance.   LEADERSHIP APPOINTMENTSPerformance-Based Compensation Outcomes   As part ofThe 2023 performance-based compensation paid to our NEOs reflects our performance in a planned succession strategy,challenging macroeconomic environment, including the highlights noted above. Notable performance-based compensation outcomes for 2023 include the following that are discussed in 2021,greater detail in this CD&A: 2023 ANNUAL INCENTIVE PLAN AWARDS ► The Adjusted Operating Income goal was weighted 80%, and the NPS goal was weighted 20%. ► The threshold Adjusted Operating Income goal was not achieved, but the Company did achieve the threshold NPS performance required for a partial payout under the Annual Incentive Plan. ► The HCC Committee exercised negative discretion upon management’s recommendation to reduce the payout to 0% for all participants levels Vice President and above, including the NEOs, with respect to NPS. ► As a result, the NEOs did not earn any Annual Incentive Plan payouts for 2023 performance. PSU AWARDS (2022-24) ► The Two-Year Average After-Tax Income goal was weighted 70%, and the ROIC goal was weighted 30%. ► Neither goal was achieved, and no payouts were earned for the 2022-24 performance period. See Annual Incentive Plan and LTI Awards beginning on page 51 and page 54, respectively, for further information. CFO Appointment In June 2023, we recruited Mr. PageBaughn from outside the Company to serve as Executive Vice President and Chief Financial Officer, replacing Ms. Peters,succeeding Mr. Page, who retireddeparted from the Company. Also,Company in 2021, we made certain organizational enhancements, including elevating Mr. Bracken to the new role of Executive Vice President and Chief Operating Officer, to advance our long-term global growth and power our omni-channel ecosystem. The addition of a Chief Operating Officer creates a more streamlined and agile organizational structure that builds on the success of our geo-focused growth strategy. Both of these organizational enhancements underscore our focus on enhancing our finance and operations teams to drive organizational productivity.February 2023.   CHIEF FINANCIAL OFFICER In connection with Mr. Page’sBaughn’s employment, the Human CapitalHCC Committee and the full Board approved a compensation package that reflects the competition for talented senior finance executives,designed to deliver market-competitive compensation commensurate with Mr. Baughn’s capabilities and experience, particularly in retail companies. The Human Capital Committee set hiscompanies, and provide a powerful incentive to execute the Lace Up Plan. His annual base salary was set at $615,000.$650,000. For 2023, Mr. PageBaughn was (1) grantedeligible to receive a sign-on equityprorated Annual Incentive Plan award guaranteed at least at target of 85% of his base salary. On March 27, 2024, the HCC Committee approved an amendment to Mr. Baughn’s offer letter to reduce his guaranteed prorated Annual Incentive Plan award by an amount equal to the negative discretion exercised by the HCC Committee for all participants at the levels of Vice President and above, including the NEOs, with respect to NPS (20%). Mr. Baughn also received an annual LTI award of 200% of his base salary (20% delivered in the form of RSUs having a value onthat vest three years from the grant date of $750,000,grant, 60% delivered in PSUs for the 2023-25 performance period (prorated for the 2023-25 performance period), and (2)20% in Non-Qualified Stock Options that vest in equal installments over three years, in each case subject to   47   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn continued employment through the vesting dates). Mr. Baughn was also granted acertain sign-on cash payment in the amount of $500,000 (repayable if termination occurs within two years of hire). The sign-on awards, which were intended to replace certain stock-based awards and other compensation that Mr. PageBaughn forfeited from his prior employment in connection with his recruitment to the Company. Mr. Page is also eligible to receive Annual Incentive Plan (prorated) and LTI awards (prorated) at target of 75% and 150%, respectively, of base salary. TheCompany, as follows: (1) a sign-on RSU award vests one third on eachwith a grant date value of the first three anniversaries of grant subject to continued employment with the Company through the vesting dates. Mr. Page also participated in our regular annual LTI grants commensurate with his job level. CHIEF OPERATING OFFICER In connection with Mr. Bracken’s promotion, the Human Capital Committee approved a compensation package that reflects the increased responsibilities of his new role as well as the competition for talented senior operating executives, particularly in our industry. The Human Capital Committee set his annual base salary at $800,000 effective November 2021. Mr. Bracken was (1) granted an equity award in the form of RSUs having a value on$600,000, which will vest over two years from the grant date subject to his continued employment through each vesting date, and (2) a sign-on cash payment in the amount of $600,000, $300,000 of which was paid within 90 days after his start date, and (2) eligible to receive Annual Incentive Plan (prorated) and LTI awards at targetthe remaining $300,000 of 100% and 200%, respectively, of base salary and prorated between these targets. The RSU award vests in full onwhich is payable within 90 days after the thirdone-year anniversary of grant subjecthis start date. The sign-on RSU awards’ vesting, and sign-on cash payment, schedules were designed to continued employmentalign with the Company throughvesting and payment schedules, as applicable, of the vesting date.stock-based awards and other compensation Mr. Baughn forfeited from his prior employment in connection with his recruitment to the Company. Say-on-Pay Shareholder Vote   2022PROXY STATEMENT 51 EXECUTIVE COMPENSATION SAY-ON-PAY SHAREHOLDER VOTE At our 20212023 annual meeting, nearly 96%97% of shares voted on the advisory vote on executive compensationSay-on-Pay proposal supported the executive compensation program. The Human CapitalHCC Committee considered the results of the 20212023 Say-on-Pay vote and our shareholders’ historically strong support of our executive compensation program in reviewing the program for 2022.2024. Additionally, we had discussions with many of our shareholders regarding executive compensation as part of our 2023 shareholder engagement cycle and took into account the views of shareholders regarding the design and effectiveness of our executive compensation program. See Shareholder Engagement beginning on page 3836 for more details on our shareholder engagement program. In light of this support,feedback received during our shareholder engagement, the Human CapitalHCC Committee decided to retainmake certain adjustments to the general program design. Beginning in 2021,See 2024 Compensation Program Design Changes on page 63 for a discussion of the Human Capital Committee adopted a consistent mix of LTI awards. In the future, the Human Capital2024 compensation program design changes. The HCC Committee will continue to assess the executive compensation program against changing business conditions and shareholder feedback. Our Say-on-Pay vote is currently held every year, consistent with the preference expressed by a majority of our shareholders.   COMPENSATION PROGRAM DESIGN AND STRUCTURE   PAY-FOR-PERFORMANCEPay-for-Performance   The centerpiece of our compensation program is our pay-for-performance philosophy that aligns compensation payouts with the achievementsachievement 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 whichwhom most compensation is tied to the achievement of metrics driving the Company’s operating and stock performance, as described below.   Factor Description Performance-Based 89% of the CEO’s annual target compensation mix is performance based.         Performance-Based A significant proportion of the CEO’s compensation is performance-based.   Challenging Goals   Challenging Goals Recent Annual Incentive Plan and PSU payouts underscore our pay-for-performance culture.culture and the rigor of the financial goals approved by the HCC Committee. For example, only twicethree times in the past five years has the Annual Incentive Plan paid out greater thanabove target and threetwo of the past five PSU awards were not earned and paid out at 0%.         Formulaic Our Annual Incentive Plan and PSU payouts are formulaically determined based on performance against challenging financial and operating goals.         Lower Realized Pay The CEO’s five-year realized pay is expected to be lower than his five-year target compensation.   Peer Benchmarked   Peer Benchmarked We utilize an objective set of criteria to determine peer companies and positionevaluate CEO pay atand other NEO compensation against the peer group median.median, while factoring in individual contribution and experience.         Reasonable Responsive to Say-on-Pay Vote 2021 We have received historically strong Say-on-Pay support. For example, at our 2023 annual meeting, nearly 97% of shares cast on the Say-on-Pay proposal supported the executive compensation for newly-appointed and outgoing executives was determined to be reasonable.program.         Responsive to Say-on-Pay Vote Our Say-on-Pay support has been strong in recent years.   Compensation Mix   Compensation Mix Beginning with For LTI awards granted in 2021 through 2023, we adoptedutilized a consistent mix of PSU awards (60%), stock option awards (20%), and RSU awards (20%). 52     Foot Locker, Inc.   See Pay versus Performance EXECUTIVE COMPENSATION beginning on page 80 for further information.   Recent Annual Incentive Plan and LTI payouts underscore our pay-for-performance culture: 2024 PROXY STATEMENT 48   ExECuTIvE COmPEnSATIOn   ANNUAL INCENTIVE PLAN PSU AWARDS     TARGET COMPENSATION VS. REALIZED PAYMIX(1) Our executives’ realized pay over the past five years further evidences 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 remain subject to vesting requirements. 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 and aligning interests.   The following chart demonstrates the relationship between the target and realized values of our CEO’s compensation for the past five years:   (1) For each year, these amounts reflect the CEO’s base salary paid, Annual Incentive Plan payouts paid, values of PSU awards earned, stock option award tranches vesting during the year, and RSU awards vesting during the year. For 2020, the CEO’s realized pay includes the value of a one-time Accelerate Future Growth award earned. 2022PROXY STATEMENT 53 EXECUTIVE COMPENSATION COMPENSATION MIX The Human CapitalHCC Committee seeks to align the compensation program with both our business strategy and our shareholders’ interests. In order to achieve these objectives, ourOur 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%2023, 89% of the CEO’s annual target compensation mix (excluding the Transformation PSU award), and 72%75%, on average, of the remaining NEOs’NEOs who are current executive officers’ annual target compensation mix, was variable based on performance.   CEO’s 20212023 TARGET COMPENSATION   AVERAGE OF REMAINING NEOs’ 2021 TARGET COMPENSATION CEO Average of Remaining NEOs           2023 PERFORMANCE-BASED COMPENSATION METRICS     ANNUAL INCENTIVE PLAN PERFORMANCE METRICSAnnual Incentive Plan   LTI PERFORMANCE METRICSPSUs           49   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn COMPONENTS OF EXECUTIVE COMPENSATION PROGRAMComponents of Executive Compensation Program   The key components of our executive compensation program are described in the following table:     54     Foot Locker, Inc.   EXECUTIVE COMPENSATIONBase Salary   BASE SALARY All team members, including the NEOs, are measured against several Company and individual performance measures depending on the role to be eligible for an annual base salary rate increase. As part of its annual review of compensation, the Human CapitalHCC Committee approved an annual base salary increasesrate increase, effective May 1, 2021,2023, for Messrs.Mr. Bracken, Martin, Gray, and Talwar, as shown below, based on each NEO’shis performance and a position-orientedposition- oriented analysis of market salaries. The HCC Committee also approved a base salary rate increase, effective October 16, 2023, for Mr. Higginbotham to reflect the additional responsibilities he took on as Treasurer. The annual base salary rates for the NEOs, other than Mr. Bracken and Mr. Higginbotham, were not increased during Fiscal 2023.   Year-End 2022 Year-End 2023 Base Salary   Base Salary Rate Base Salary Rate Rate Increase Name ($) ($) (%) Bracken 825,000 872,400 5.75 Higginbotham 400,000(1) 430,000 7.5 (1) Mr. Higginbotham was paid a base salary rate of $650,000 while he served as interim Chief Financial Officer from March 1, 2023 through June 11, 2023. 2024 PROXY STATEMENT 50     Beginning in fiscal 2021, individual performance goals are aligned around the Company’s four strategic imperatives:   ExECuTIvE COmPEnSATIOn   The Company strives for DIBs to be ingrained in our culture to ensure the Company is a world-class organization according to our customers, community leadership, and team members. To achieve this goal, all team members, including the NEOs, need to play a key role in our DIBs strategy, which is centered on five strategic pillars: Within the Leverage the Power of Our People performance objective, all team members are measured against a DIBs goal: Annual Incentive Plan     2022 Proxy Statement 55We have a history of setting challenging performance goals. Incentive payouts are earned only when we achieve or exceed our goals, and awards are subject to negative discretion when appropriate to align management’s payouts with shareholders’ expectations regarding financial performance. EXECUTIVE COMPENSATION   Year-End 2020 Year-End 2021 Base Salary   Base Salary Rate Base Salary Rate Rate Increase Name ($) ($) (%) Bracken(1) 575,000 800,000(1) 39.1 Martin and Gray 600,000 615,000 2.5 Talwar 650,000 665,000 2.3 (1) Mr. Bracken received an increase in his annual base salary to $615,000, effective May 2021, based on his performance and a position-oriented analysis of market salary. Mr. Bracken was promoted to Executive Vice President and Chief Operating Officer in November 2021 and received a salary increase to $800,000. ANNUAL INCENTIVE PLAN   Consistent with our pay-for-performance culture, the Human CapitalHCC Committee established rigorous Adjusted Pre-Tax Incomefinancial performance and NPS targets for 2021.2023. The targets the Human CapitalHCC Committee established were based on the Company achieving Adjusted Pre-TaxOperating Income of $668.4$507.5 million (which accounts for 80% of the payout), and a certain NPS scorepayout (which accounts for 20% of the payout), each as illustrated below. We drove strongAlthough the Company did achieve the threshold NPS performance required for a payout, permitting an objective goal payout percentage of 134.6%, it did not achieve the threshold Adjusted Pre-TaxOperating Income required for payment, so the HCC Committee exercised negative discretion, upon the recommendation of management, to reduce the NPS payout to 0% for all participants at the levels of Vice President and above, including the NEOs, notwithstanding the Company’s actual NPS performance. The HCC Committee exercised negative discretion to align management’s payouts with shareholders’ expectations regarding financial performance. As a result, the NEOs did not earn any Annual Incentive Plan payouts for this performance period. Under the terms of his offer letter, however, Mr. Baughn was eligible to receive a prorated Annual Incentive Plan award guaranteed at least at target of 85% of his base salary for 2023. On March 27, 2024, the HCC Committee approved an amendment to Mr. Baughn’s offer letter to reduce such guaranteed prorated Annual Incentive Plan award by an amount equal to the negative discretion exercised by the HCC Committee for all participants levels Vice President and above, including the NEOs, with respect to NPS (20%), resulting in 2021, particularly given the COVID-19 pandemic and supply chain challenges.a payout to Mr. Baughn of 68% of his base salary for 2023.   (1) Although the Company did achieve the threshold NPS performance required for a payout, permitting an objective goal payout percentage of 134.6%, it did not achieve the threshold Adjusted Operating Income, so the HCC Committee exercised negative discretion, upon the recommendation of management, to reduce the NPS payout to 0% for all participants levels Vice President and above, including the NEOs, notwithstanding the Company’s actual NPS performance. The HCC Committee exercised negative discretion to align management’s payouts with shareholders’ expectations regarding financial performance.   The Human Capital Committee established Adjusted Pre-Tax Income as oneAnnual Incentive Plan payouts provide for the exclusion of thecertain items from such performance targets in connection withthat the HCC Committee considers to be unusual or non-recurring. These items, if they occur, are excluded when calculating the Annual Incentive Plan payouts, however, such unusual or non-recurring items may not be material for purposes of the non-GAAP measures presented in 2021. This wasthe Annual Report. In addition, certain items may not be adjusted for purposes of the Annual Incentive Plan payouts, as they do not exceed a returnpre-established adjustment threshold, although they are adjusted for financial reporting purposes in the Annual Report consistent with past practices. See Appendix A for a reconciliation of our non-GAAP to our long-standing practice afterGAAP financial results. Additionally, while the disruptions caused by COVID-19 pandemic and social unrestHCC Committee increased the maximum payouts for 2023 to 200% of target from 150% in 2020, which had resulted in store closures. In 2020, sales had been established as a performance metricthe prior year for participants under the Annual Incentive Plan, the HCC Committee also increased the performance goal for a maximum payout from 110% to allow for measurement based on when stores were open.115% of target performance to further stretch the organization to achieve a maximum performance payout. The HCC Committee made these changes to ensure industry alignment between management’s payouts and shareholders’ expectations if the target goals are exceeded. The HCC Committee believed that the introduction of Adjusted Operating Income as a performance metric is appropriate because of management’s direct ability to impact the results. An increase in the maximum payouts under the Annual Incentive Plan Adjusted Pre-Tax Income metric is calculatedappropriate to deliver market-competitive compensation, which is necessary in attracting and retaining talented executives, particularly given the Company’s transformation initiatives, and balanced by deductingincreasing the following items from our non-GAAP income:maximum performance goals relative to the income related to completed acquisitions ($18 million),target performance goals for the income associated with minority investments ($69 million), and the effect of COVID-19 on our results ($85 million).Annual Incentive Plan.   56  51   Foot Locker, Inc.     EXECUTIVE COMPENSATIONExECuTIvE COmPEnSATIOn   FINANCIAL PERFORMANCEADJUSTED OPERATING INCOME ADJUSTED PRE-TAX INCOME The Human CapitalHCC Committee established the 20212023 Adjusted Pre-TaxOperating Income target of $668.4$507.5 million based upon the business plan and budget reviewed each year by our Finance Committee and approved by the Board. Messrs. Johnson, Page, and Gray earned annual incentive payouts of 181.3% of their respective target awards based on strong performance against the goal. Mr. Page was appointed in 2021, so his payout was prorated for the 2021 performance period. As a division executive, Mr. Martin’s annual incentive awards were based on the Company’s Adjusted Pre-Tax Income (weighted 20%), division profit (weighted 60%), and division NPS (weighted 20%). Mr. Martin earned an annual incentive payout of 186.7% of his target award based on strong performance against these goals. During 2021, Mr. Bracken served as Executive Vice President and Chief Executive Officer—North America until November 15, 2021, and then as Executive Vice President and Chief Operating Officer, so his annual incentive award was prorated between division and corporate performance. Mr. Bracken earned annual incentive payouts of 178.7% and 181.3% of his prorated target awards for his division and corporate roles, respectively. Ms. Peters and Mr. Talwar’s employment with the Company terminated prior to the end of 2021; they were, therefore, ineligible to receive annual incentive payouts. In 2021, the Company’s Adjusted Pre-Tax Income was based on the following banners for each of the North America, EMEA, and Asia Pacific divisions: (1) For 2021, atmos was excluded from the Company’s Adjusted Pre-Tax Income because this banner was acquired in November 2021 and was, therefore, not included in the Company’s targets at the time they were set by the Human Capital Committee. (2) For 2021, WSS was excluded from the Company’s Adjusted Pre-Tax Income because this banner was acquired in September 2021 and was, therefore, not included in the Company’s targets at the time they were set by the Human Capital Committee. For competitive reasons, we do not disclose the Adjusted Pre-Tax Income targets for the North America, EMEA, or Asia Pacific divisions, as we do not publicly disclose results of these divisions on a separate basis, and we consider it competitively harmful to make that information public. Our objective is to set challenging performance goals throughout the Company. We believe that achieving these challenging performance goals for these divisions is demanding. While the year presented certain macroeconomic and consumer-related pressures in addition to Company-specific factors, including changes in our vendor allocations, the team focused on delivering near-term results and building upon the momentum from our strategic initiatives to drive long-term shareholder value creation.   NPS The Human CapitalHCC Committee established NPS targets for the NEOs. NPS is a metric used to measure customer experience and predict future business growth. NPS is calculated using the answers to questions posed to customers scored on a 0-10 scale. Respondents are grouped as follows:   ► Promoters (score 9-10) are loyal enthusiasts who will keep buying and refer others, fueling growth. ► Passives (score 7-8) are satisfied but unenthusiastic customers who are vulnerable to competitive offerings. ► Detractors (score 0-6) are unhappy customers who can damage the brand and impede growth through negative word-of-mouth.   Subtracting the percentage of Detractors from the percentage of Promoters yields the NPS, which can range from a low of -100% (if every customer is a Detractor) to a high of 100% (if every customer is a Promoter). The Human CapitalHCC Committee established three touchpoints for measuring NPS by each geographic region, each of which is assessed as a stand-alone performance measure to allow for balanced focus on each area of opportunity to improve an “omni-” customer experience: Store Post-Purchase, Digital Post-Purchase, and Post-Fulfillment. The survey responses are aggregated by region (North America, EMEA, and Asia Pacific) and are scored individually by touchpoint. Each customer touchpoint has its own threshold, target, and maximum, but they ultimately roll up into one payout percentage. The evaluation of full-year NPS utilizes the Company’s global performance management rating scale, in which performance can range from 25%0% to 200% based on the relative achievement of the metrics.   2022 Proxy Statement 57 EXECUTIVE COMPENSATIONThe Company leverages NPS results to implement change across the organization and better serve customers and drive future performance. The HCC Committee established rigorous NPS targets for 2023. Based on our ability to listen to our customer, the Company was able to remove friction points along the customer OMNI journey, such as improving the digital checkout experience, especially during the holiday season. Comparing holiday performance for 2022 and 2023, we saw a 22% decrease in payment errors, a 29% decrease in overall checkout issues, a 47% reduction in account login errors, a 26% decrease in promo code errors, and a 42% increase in product display accuracy. With these enhancements, the Company saw record Digital NPS numbers in North America and EMEA, as well as above target NPS performance globally for our brick-and-mortar sites and online order fulfillment.   ESG 2024 PROXY STATEMENT 52   ExECuTIvE COmPEnSATIOn In addition, NPS is an ESG metricalso measures the effectiveness of our responsible business practices because it measures customer satisfaction and brand perception which are dependentdepend on these factors, that include ESG. Key features of NPS are:as described in the following table:   Feature Description Linked to ESG ProgramResponsible Business Practices “Leveraging the Power of Our People and Communities” is one of the four pillars of our global ESG program focusedresponsible business practices focus on ensuring that our customers enjoy world-class engagement and an environment that encourages the pursuit of excellence every day in our purpose to inspire and empower youth culture.day. Reputational NPS measures customer satisfaction and brand perception, which are influenced by customers’ sentiments concerning the Company’s ESG program.responsible business practices. Long Term NPS measures loyal enthusiasts who will keep buying and refer others, fueling long-term and sustainable future growth. Strong ESGresponsible business principles and performance are necessary for the Company’s success over the long term, including attracting and retaining customers. Quantifiable Measurable NPS is calculated using a 0-10 scale used to measure customer experience and predict future business growth. No Discretion NPS is formula-driven based upon Company performance and does not provide for discretionary adjustments. During our engagement sessions with our shareholders, they have shared with us that they also believe NPS is a good measure of the performance of our ESG program. See page 38 for more details on our shareholder engagement program.   To learn more about our global ESG program,responsible business practices, seeESG on page 96, and our Impact Report, which is presented consistent with SASB and TCFD reporting standards and is available at investors.footlocker-inc.com/impactreport.   ADDITIONAL INFORMATION The Annual Incentive Plan for the NEOs makes incentive payments based upon the Company or relevant division’sCompany’s results, without individual performance adjustments. However, executives who receive a “not meeting expectations” rating in their annual performance review are ineligible to receive an annual incentive payment. All annual incentive targets and calculations are based on the results of continuing operations through the end of the 2021 fiscal year.Fiscal 2023. None of our NEOs received a “not meeting expectations” rating in their annual performance review.   Annual Incentive Plan awards are calculated based on a percentage of the executive’s base salary rate during the year. TheFor 2023, the maximum payout under this plan iswas 200% of target, with a maximum payout in any year for any participant capped at $6 million.   Annual incentive payouts are calculated on the basis of a straight-line interpolation between the threshold (90%), target (100%) of target), and maximum (110%) points.(115% of target).     Target as a Actual 2021 Payout     Percentage of as a Percentage of Actual   Base Salary Rate Target 2021 Payout Name (%) (%) ($) Johnson 200 181.3 4,169,900 Page(1) 75 181.3 675,870 Bracken(2) 75 178.7 637,298   100 181.3 305,975 Martin 75 186.7 856,032 Gray 75 181.3 831,273 Target as a Actual 2023 Payout Percentage of as a Percentage of Actual Base Salary Rate Target 2023 Payout Name (%) (%) ($) Dillon 200 — — Baughn(1) 85 — (1) — (1) Bracken 110 — — Rodgers 100 — — Reeves 75 — — Higginbotham 50 (2) — — (1) Mr. PageBaughn joined the Company as Executive Vice President and Chief Financial Officer in April 2021. Hisduring 2023, so his target Annual Incentive Award was prorated for the 20212023 performance period. (2) Under the terms of his offer letter, Mr. Bracken, served as Executive Vice President and Chief Executive Officer–North America until November 2021. HisBaughn was eligible to receive a prorated Annual Incentive Plan award guaranteed at least at target award was set at 75%of 85% of his base salary rate at that time.for 2023. On March 27, 2024, the HCC Committee approved an amendment to Mr. Bracken was promotedBaughn’s offer letter to Executivereduce such guaranteed prorated Annual Incentive Plan award by an amount equal to the negative discretion exercised by the HCC Committee for all participants levels Vice President and Chief Operating Officer in November 2021. His target award was set at 100% of his base salary rate at that time. Hisabove, including the NEOs, with respect to NPS (20%). (2) Mr. Higginbotham’s target Annual Incentive Award was prorated for the 2021 performance period between these targets.increased to 75% while he served as interim Chief Financial Officer from March 1, 2023 through June 11, 2023.   All participants, includingMr. Page’s employment with the NEOs, are requiredCompany terminated prior to be employed on the payment date to receive payment of the annual incentive. Prior to the Human Capital Committee determining whether the Annual Incentive Plan targets have been achieved, the Company’s independent registered public accounting firm, at the request, and for the restricted use, of the Human Capital Committee, reviews the Annual Incentive Plan calculations2023 award; he was, therefore, ineligible to ensure that the payout is calculated in accordance with the plan.receive an annual incentive award.   58  53   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn LTI Awards   We have a history of setting challenging performance goals. Incentive payouts are earned only when we achieve or exceed our goals. EXECUTIVE COMPENSATION Annual incentive payments are formula-driven based upon Company performance, and our 2021 program for the NEOs does not provide for discretionary adjustments based upon individual performance. The Human Capital Committee did not exercise discretion in the amounts payable to the NEOs or any other executive officers under this incentive program. LTI AWARDS   Our LTI awards includeincluded a combination of PSU awards and other long-term equity awards granted annually under the Stock Incentive Plan in the form of stock options and RSUs. Beginning in 2021, ourOur LTI awards arewere awarded as 60% PSUs, 20% stock options, and 20% RSUs.   PSU AWARDS The PSU awards are designed to reward executives for achieving multi-year performance targets. The PSU awards are formula-driven, with targets established by the Human CapitalHCC Committee based upon financial targets included in the business plan reviewedapproved each year by our Finance Committee and approved by the Board. The actual number of PSUs awarded will be based upon the Company’s performance results, without individual performance adjustments. Key design features of the PSU awards are:   Feature Description 2022-24 Performance Period 2023-25 Performance Period Maximum Payout as a Percent of Target 187.5% (including the impact of the TSR modifier) 200% (including the impact of the TSR modifier) 100% Equity 100% of earned payouts are made in equity in the form of PSUs payable under the Stock Incentive Plan for all of the NEOs. Settlement at End of Three-Year PeriodTwo-Year Average After-Tax Income and ROIC Targets Earned payouts are calculated following the end of a two-year performance period, but settlement requires continued employment and is subject to forfeiture and stock price fluctuations, for one more year. Two-Year Average After-Tax Income and ROIC Targets The preliminary performance targets are based on the Two-Year Average After-Tax Income (70%) and ROIC (30%) that are contained in the business and financial plan reviewed by the Finance Committee and approved by the Board for the performance period. For additional detail on these performance targets, see PSU Awards (2022-24) below and PSU Awards (2023-25) beginning on page 55. Settlement at End of Three-Year Period The preliminary PSU payouts calculated following the end of two-year performance period are adjusted by a TSR modifier to represent the Company’s TSR percent rank over a three-year performance period relative to the companies in the S&P 1500 Specialty Retail Index, such that it is multiplied by between 75% for TSR below the 30th percentile to 125% for TSR above the 80th percentile. The TSR modifier is designed to enhance the alignment of internal incentive plan payouts with changes in external shareholder value. Aligned with Shareholder Return A decrease in the Company’s stock price results in a decrease in the value of previously-awarded PSUs. When our stock price increases and generates positive returns for our shareholders, the increase impacts an executive’s realized pay.   PSU AWARDS (2020-21)(2022-24) Consistent with our pay-for-performance culture, the Human CapitalHCC Committee established Two-Year Average After-Tax Income and ROIC targets in 20202022 for the 2020-212022-24 performance period that were rigorous and appropriate in light of the Company’s prior performance, and set a “performance floor” for each performance measure. The targets the Human CapitalHCC Committee established were based on the Company achieving Two-Year Average After-Tax Income of $342.9$410.9 million (which accounts for 70% of the payout) and ROIC of 9.6%8.0% (which accounts for 30% of the payout). The Company achieved Two-Year Average After-Tax Income of $547.3$304.9 million and ROIC of 13.1%6.6% for this performance period, which were below the threshold performance. As a result, no payouts were earned for this performance period. As a result, a 200% payout was earned for this performance period. The targets, along with the adjusted actual performance for the period and the calculation of ROIC, are shown in the table below:below.     2022 Proxy Statement2024 PROXY STATEMENT 5954       EXECUTIVE COMPENSATION Mr. Page was appointed in 2021, and Messrs. Bracken, Gray, and Martin were promoted, in 2020, so their payouts were prorated for the 2020-21 performance period. Due to Ms. Peters’s retirement in 2021, she earned the pro rata portion of her PSUs due for the 2020-21 performance period based on actual performance, which will be paid at the same time as the payouts to the other NEOs in 2023. Mr. Talwar forfeited these PSUs in connection with the termination of his employment.ExECuTIvE COmPEnSATIOn   The Human CapitalHCC Committee establishes certain performance targets in connection with determining the Company’s PSU payouts. The PSU payouts provide for the exclusion of certain items from such performance targets that the Human CapitalHCC Committee considers to be unusual or non-recurring. These items, if they occur, are excluded when calculating the PSU payouts, however, such unusual or non-recurring items may not be material for purposes of the non-GAAP measures presented in the Annual Report. In addition, certain items may not be adjusted for purposes of the PSU payouts, as they do not exceed a pre-established adjustment threshold, although they are adjusted for financial reporting purposes in the Annual Report consistent with past practices. Two-Year Average After-Tax Income Calculation See Appendix A for 2020-21 PSU Payouts. Please note the following reconciliation:     2021     2020     Average       ($ in millions)         After-tax income:                         Net income attributable to Foot Locker, Inc.   $ 893     $ 323           After-tax adjustments excluded from GAAP:                         Impairment and other charges, net of income tax benefit of $42 million and $24 million, respectively(1)     130       93           Other income, net of income tax expense of $80 million and $50 million, respectively(1)     (226 )     (140 )         Tax charge related to revaluation of certain intellectual property rights(1)     11       25           Tax expense related to tax law rate changes(1)     (1 )     (5 )         Two-Year Average After-Tax Income (non-GAAP)   $ 807     $ 296           Disregarded items for the PSU awards, not part of non-GAAP adjustments(2)     (5 )     (2 )         Two-Year Average After-Tax Income (PSU payouts)   $ 802     $ 294     $ 548   (1) See pages 21 through 22 of our Annual Report for a description of this item. (2) The PSU awards provide for the exclusion of certain items that the Human Capital Committee considers unusual or non-recurring. The disregarded items permitted under the PSU awards include adjustments relating to the income associated with completed acquisitions, the profit or loss from minority investments, the effect of COVID-19 on our results, and excess tax benefits. 60     Foot Locker, Inc. EXECUTIVE COMPENSATION ROIC Calculation for 2020-21 PSU Payouts.Please note the following reconciliation:     2021     2020     Average       ($ in millions)         Pre-tax income:                         Income before income taxes   $ 1,240     $ 494           Pre-tax adjustments excluded from GAAP:                         Impairment and other charges(1)     172       117           Other income, net(1)     (306 )     (190 )         Adjusted income before income taxes (non-GAAP)   $ 1,106     $ 421           Disregarded items for the PSU awards, not part of non-GAAP adjustments(2)     (3 )     (2 )         Interest expense, net     (14 )     (7 )         Adjusted EBIT (PSU awards)   $ 1,117     $ 426           + Interest component of straight-line rent expense(1)     144       158           Adjusted net operating profit     1,261       584           - Adjusted income tax expense(1)     (342 )     (168 )         + Net loss attributable to noncontrolling interests     1       —           = Adjusted return after taxes   $ 920     $ 416     $ 668   Average total assets   $ 7,589     $ 6,816           - Average cash and cash equivalents     (1,242 )     (1,294 )         - Average non-interest-bearing current liabilities     (1,060 )     (819 )         - Average merchandise inventories     (1,095 )     (1,066 )         + 13-month average merchandise inventories     1,116       1,243           = Average invested capital   $ 5,308     $ 4,880     $ 5,094   ROIC % (PSU payouts)     17.3 %     8.5 %     13.1 % (1) See pages 21 through 23 of our Annual Report for a description of these items. (2) The PSU awards provide for the exclusion of certain items that the Human Capital Committee considers unusual or non-recurring. The disregarded items permitted under the PSU awards include adjustments relating to the income associated with completed acquisitions, the profit or loss from minority investments, the effect of COVID-19 on our results, and excess tax benefits. Priora reconciliation of our non-GAAP to the Human Capital Committee determining whether the PSU performance targets have been achieved, the Company’s independent registered public accounting firm, at the request, and for the restricted use, of the Human Capital Committee, reviews the PSU calculations to ensure that the payout is calculated in accordance with the plan.GAAP financial results.   The PSU payouts are formula-driven based upon Company performance, and our 2021calculated on the basis of a straight-line interpolation between the threshold (85% of target) and maximum (120% of target). Our program for the NEOs does not provide for discretionary adjustments based upon individual performance. The Human CapitalHCC Committee did not exercise discretion in the amounts payable to the NEOs or any other executive officers or corporate officers under this incentive program.   2022 PROXY STATEMENT 61 EXECUTIVE COMPENSATION The target PSU awardsvalues for the 2020-21NEOs for the 2022-24 performance period for the NEOs are listed in the following table:   Name PSU Values at Target Award as a Percentage of Base Salary Rate (% ($) Johnson Dillon(1) 325 3,487,350 Page(1)Bracken 90 1,113,776 BrackenRodgers(2) 30 618,886 75 Martin 75 GrayPage(3) 50 780,004 75 Peters(4) 100 Talwar(5) 75   (1) Mr. Page Ms. Dillon joined the Company as Executive Vicein August 2022, and was appointed President and Chief FinancialExecutive Officer, effective September 2022. Her target PSU award was prorated for the 2022-24 performance period. (2) Mr. Rodgers joined the Company in April 2021.December 2022. His target PSU award was prorated for the 2020-212022-24 performance period. (2) Mr. Bracken served as Senior Vice President and General Manager, Foot Locker, Lady Foot Locker, and Kids Foot Locker until July 2020. His target award was set at 30% of his base salary rate at that time. Mr. Bracken was promoted to Executive Vice President and Chief Executive Officer—North America in July 2020. His target award was set at 75% of his base salary rate at that time. His target PSU award was prorated for the 2020 performance period. (3) Mr. Gray served as Vice President and Chief Merchandising Officer—North America until July 2020. His target award was set at 50% of his base salary rate at that time. Mr. Gray was promoted to Executive Vice President and Chief Commercial Officer in July 2020. His target award was set at 75% of his base salary rate at that time. His target PSU award was prorated for the 2020 performance period. (4) Due to Ms. Peters’s retirement in 2021, she earned the pro rata portion of her PSUs due for the 2020-21 performance period, based on actual performance, which will be paid at the same time as the payouts to the other NEOs in 2023. (5) Mr. TalwarPage forfeited these PSUs in connection with the termination of his employment.   Mr. Baughn joined the Company in June 2023, and Ms. Reeves and Mr. Higginbotham became eligible for PSU awards in December 2022, so they were not granted PSU awards for the 2022-24 performance period. PSU AWARDS (2021-22) (2023-25) In 2021,March 2023, the Human CapitalHCC Committee established that (1) preliminary PSU performance targetsgoals for the 2021-222023-25 performance period which are alsowill be based (a) 70% on the Company’s Two-Year Average After-Tax Income, (70%) and ROIC (30%).(b) 30% on the Company’s Two-Year Average ROIC; and (2) the preliminary PSU payout will be adjusted by a TSR modifier to represent the Company’s TSR percent rank over a three-year performance period commencing at the beginning of Fiscal 2023 relative to the companies in the S&P 1500 Specialty Index, such that it is multiplied by between 75% for TSR below the 30th percentile to 125% for TSR above the 80th percentile. Additionally, the HCC Committee increased the maximum payouts to 200% of target from 187.5% in the prior year, including the impact of the TSR modifier for participants under the PSU awards to deliver market-competitive compensation, which is necessary in attracting and retaining talented executives, particularly given the Company’s transformation initiatives, when shareholders’ expectations of the target goals are exceeded. For competitive reasons, since this performance period is still ongoing, we have not disclosed the targets established for the period. The Human CapitalHCC Committee will determine whether preliminary payouts have been earned following the end of the Company’s 20222024 fiscal year, and wewhich will be adjusted by a TSR modifier following the end of Fiscal 2025. We will provide specific information on the targets and results after the completion of the performance period. IfFor any awards are earned for the 2021-222023-25 performance period, payment will be made to participating executives in 2024, following the completion of a one-year vesting period.2026.   55   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn   The target PSU values for the NEOs for the 2021-222023-25 performance period if the performance goals are achieved are listed in the following table:   Name PSU Values at Target ($) Johnson Dillon 4,830,000 4,800,000 PageBaughn(1) 499,519 637,796 Bracken 597,620 1,177,740 Martin and Gray Rodgers 584,250 1,080,000 TalwarReeves(2) 606,173 324,000 Higginbotham 240,000   (1) Mr. PageBaughn joined the Company as Executive Vice President and Chief Financial Officer in April 2021.June 2023. His target PSU award was prorated for the 2021-222023-25 performance period. (2) Mr. Talwar forfeited Ms. Reeves will forfeit these PSUs in connection with the termination of hisher employment.   STOCK OPTIONS AND RSUsMr. Page’s employment with the Company terminated prior to the PSU award for the 2023-25 performance period; he was, therefore, ineligible to receive a PSU award. Transformation PSU Award The Human CapitalHCC Committee considered the significant transformation initiatives occurring in the Company’s business and the strategic work that would be necessary by the CEO to achieve its long-term goals. In light of this, as previously-disclosed in the 2023 Proxy Statement, in connection with Ms. Dillon’s employment, the HCC Committee granted equityher an additional sign-on employment inducement award of PSUs focused on the Company’s transformation initiatives. While this inducement award was granted in connection with Ms. Dillon’s hiring in August of 2022, because the performance conditions of the transformation PSU award were set in 2023, accounting principles require that this award be reflected in 2023 reporting, including the Summary Compensation Table. This transformation PSU award is designed to encourage and reward superior performance of stretch performance goals aligned with the Lace Up Plan. The HCC Committee views the financial targets under the Lace Up Plan as challenging but attainable. After the Company granted the transformation PSU award, the Company updated the timing during its fourth quarter 2023 earnings call of when it expects to achieve the financial targets under the Lace Up Plan that were communicated at the Company’s March 2023 Investor Day. This delay has no impact on the goals under the transformation PSU award. These shares will be earned based on a three-year performance period (2023-25) subject to the achievement of stretch performance goals aligned with the Lace Up Plan above: (1) revenue (which accounts for 40% of the payout), (2) EBIT margin (which accounts for 40% of the payout), and (3) a scorecard that measures the quality of the revenue and EBIT margin outcomes equally against the Company’s four strategic imperatives embedded in the Lace Up Plan (which accounts for 20% of the payout): 2024 PROXY STATEMENT 56   ExECuTIvE COmPEnSATIOn Strategic Imperative Performance Metric (% to Total) Weighting (%) Expand Sneaker Culture Sales from Strategic Vendors 25 Power Up Our Portfolio Off-Mall Square Footage 25 Deepen Our Relationship with Customers Sales from Loyalty 25 Be Best-in-Class Omni Sales from eCommerce 25 Each of the performance metrics included in the scorecard is objective, quantifiable, measurable, and critical to executing the Company’s transformation. This award was converted into 137,024 shares based on the closing stock price on August 24, 2022 of $36.49 per share with an initial value of $5,000,000. Under GAAP accounting rules, a grant date value for accounting purposes is not established until the performance targets and any other conditions are approved and communicated. Since this occurred in March 2023, the grant date value of the transformation PSU award is reported in the Summary Compensation Table and other supporting compensation tables and reflects the Company’s stock price on the date on which the HCC Committee approved the performance goals. As Ms. Dillon had previously left her prior employment at the time of her recruitment to the Company, this award was not intended to replace stock-based awards or other compensation that she forfeited from prior employment. Instead, in designing Ms. Dillon’s compensation package, the HCC Committee sought to deliver market-competitive compensation for talented chief executive officers commensurate with Ms. Dillon’s capabilities and experience, particularly given the value of her leadership to the Company’s transformation initiatives. In determining to grant this award and the behavior to be incentivized by it, the HCC Committee first considered the existing executive incentive programs, including the Annual Incentive Plan, which is based (a) 80% on Adjusted Operating Income and (b) 20% on NPS, and the PSU awards, which is based preliminarily (a) 70% on Two-Year Average After-Tax Income and (b) 30% on Two-Year Average ROIC, and then adjusted by a TSR modifier. Given the desire to accelerate the pace by which the Company drives its transformation initiatives, the HCC Committee believed that it was important to provide additional incentive directly focused on revenue, EBIT margin, and the quality of these financial outcomes across the Company’s strategic imperatives. The percentage of achievement of the performance goals at the end of the three-year performance period will be applied to the target number of PSUs granted to Ms. Dillon to determine the actual number of PSUs that may be earned. The percentage of the target number of PSUs that may be earned at threshold is 44% and at maximum is 100%. If the threshold performance goals are not met, no PSUs will be earned or paid out to Ms. Dillon. As the performance period is on-going, we have not disclosed the actual targets because we believe it would be competitively harmful to do so. At the end of the performance period—in 2026—the HCC Committee will determine whether the performance goals have been achieved, and we will provide specific disclosure regarding the targets, performance results relative to those targets, and the earned payouts, if any, for the completed performance period. Stock Option and RSU Awards The HCC Committee granted stock options and RSUs to the NEOs in 2021, splitting the total value of the award between stock options and RSUs in order to enhance the retentive value of the LTI awards.2023. In deciding to grant these awards and determining the value of the awards, the Human CapitalHCC Committee considered each executive’s performance, position, and career potential and the competitive market for equivalent talent. See the Grants of Plan-Based Awards in Fiscal 20212023 beginning on page 7468 for additional information on awards granted in the Company’s 2021 fiscal year.Fiscal 2023.   62     Foot Locker, Inc. EXECUTIVE COMPENSATION The values shown in the Grants of Plan-Based Awards in Fiscal 20212023 for the stock option grantsawards in 20212023 are based on the applicable Black-Scholes value on the grant date. The amounts shown in the table do not necessarily reflect the actual value that may be realized by the NEOs. The stock option exercise price is equal to the closing price of the Common Stock on the grant date. Stock options normallytypically vest at the rate of one-third of the total grantaward per year over the first three years of the ten-year option term, subject to continuous service through each vesting date and accelerated vesting in certain limited circumstances. RSUs generally cliff vest generally after a period of three years based on continued employment. The Human CapitalHCC Committee does not normallytypically consider an executive’s gains from prior stock awards in granting new awards as compensation in the current year. The Human CapitalHCC Committee determines the number of options granted based on a fixed value, using the Black-Scholes value on the grant date.   SPECIAL   57   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn ADDITIONAL RSU AWARDS   The Human CapitalHCC Committee granted special RSU awards in 20212023 to (1) Mr. Page at sign-on,Baughn upon hire, as discussed above in order to replace compensation Mr. Pagehe forfeited when he was recruited by us, and (2) Mr. Higginbotham, on March 1, 2023, to reflect the additional responsibilities he assumed as Interim Chief Financial Officer while continuing to perform his other duties, and, again on October 16, 2023, to reflect the additional responsibilities he assumed as Treasurer as well as for retention purposes. The sign-on RSU awards’ vesting, and sign-on cash payment, schedules were designed to align with the vesting and payment schedules, as applicable, of the stock-based awards and other compensation Mr. BrackenBaughn forfeited from his prior employment in connection with his promotionrecruitment to Executive Vice President and Chief Operating Officer, and to Messrs. Martin and Gray for retention purposes.the Company. In deciding to grant these awards and determining the valuevalues of the awards, the Human CapitalHCC Committee considered each executive’s position, including thosethe Company’s recruiting needs, and, with respect to Mr. Higginbotham, his expanded scope and responsibilities, and the Company’s recruiting needs. Messrs. Martin and Gray received special one-time RSU awards for retention purposes. In approving such one-time awards, the Human Capital Committee considered the need to ensure management stability and continuity, as well as labor market conditions and competition for top talent in the current environment and during the COVID-19 pandemic.responsibilities. The Human Capital Committee also viewed the one-time awards as necessary in connection with the Company’s succession planning for key roles. The Human CapitalHCC Committee determined that the one-timeMessrs. Baughn and Higginbotham’s additional RSU awards were in the best interests of the Company and its shareholders. For Mr. Page, the RSUsThe additional RSU awards will vest on each of the first three anniversaries ofover two years from the grant date (a long-term incentive similar to the Company’s annual grant of RSUs), subject to his continued employment through each such anniversary date. All of the special awards for Messrs. Bracken, Martin, and Gray will vest on the third anniversary of the grant date,dates, subject to continued employment through the vesting date.dates. All of these values, and corresponding grant dates, are shown in the table below.below:         RSUs     RSUs     Grant Date         04/12/21     11/16/21     Fair Value   Name     (#)     (#)     ($)   Page       12,557       —       750,030   Bracken       —       10,661       600,001   Martin       —       3,554       200,019   Gray       —       5,331       300,029   Name     RSUs 03/01/23 (#)     RSUs 06/12/23 (#)     RSUs 10/16/23 (#)       Grant Date Fair Value ($)    Baughn       —       22,440       —       600,046   Higginbotham       4,055       —       —       175,014           —       —       9,175       200,015     RETIREMENT PLAN AND EXCESS CASH PLANRetirement Plan and Excess Cash Plan   The NEOs, other than Mr. Page, because the plans were frozen for new participants as of December 31, 2019, and Ms. Peters and Mr. Talwar, who have departed the organization, participate in theCompany maintains a Retirement Plan and the Excess Cash Plan. These plans, as well as the method of calculating benefits payable under these plans, are described beginning on page 88. 401(k) PLAN AND EXCESS SAVINGS PLAN Messrs. Johnson, Bracken, Martin, and Gray participate in the 401(k) Plan and the Excess Savings Plan. These plans, as well as the method of calculating contributions under these plans, are described on page 90. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN The Company maintains a SERP for certain senior officers of the Company and other key employees,participants, including the NEOs who met the eligibility requirements prior to the plan being frozen for new participants (including rehires) after December 31, 2018. See2019. Of the NEOs, only Mr. Bracken participated in the Retirement Plan and Excess Cash Plan during 2023. These plans, as well as the method of calculating benefits payable under these plans, are described on page 90 for additional information regarding the SERP.75.   INTERNATIONAL ASSIGNMENT COMPENSATION401(k) Plan and Excess Savings Plan   We provide team members on long-term international assignments with additional benefits and allowances that are designed to minimize any financial detriment or gain to the team member from an international assignment. Except for Expatriate Tax Payments, none ofOf the NEOs, other than Mr. Talwar, received any compensationMses. Dillon and Reeves, and Messrs. Bracken, Higginbotham, and Page participated in the 401(k) Plan and the Excess Savings Plan during 2023. These plans, as well as the method of calculating contributions under the IAP during 2021.these plans, are described beginning on page 75.   2022 PROXY STATEMENT 63 EXECUTIVE COMPENSATION PERQUISITESPerquisites   We provide the NEOs with certain perquisites, which the Human CapitalHCC Committee believes to beare reasonable and consistent with its overall objective of attracting and retaining talented executives in a competitive labor market. The Company provides each of the NEOs with an automobile reimbursement (other than Ms. Dillon), medical expense reimbursement, supplemental long-term disability insurance, and financial planning. In addition, the Company reimburses Mr. JohnsonMs. Dillon for reasonable car service expenses for transportation in the New York metropolitan area while in New York on Company business for increased personal security and efficiency. We also provide for continuation of medical and dental insurance benefits following retirement to participants who vested in the SERP prior to February 2, 2014. We do not provide a gross-up to executives for the income tax liability they incur due to their receipt of these perquisites.   EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTSEmployment Arrangements and Offer Letters   As more fullyMs. Dillon has an employment agreement, and each of the other current executive officers has an employment agreement or an offer letter with substantially the same benefits, and subject to substantially the same provisions, as other current executive officers with employment agreements, as described on pages 72 through 73, we have employment agreements with eachpage 67. All of our NEOs except Messrs. Page, Bracken, and Gray. Other than the agreement with Mr. Johnson, the agreements are substantially in the same form.employed at-will.   2024 PROXY STATEMENT 58   ExECuTIvE COmPEnSATIOn PROCEDURES FOR DETERMINING COMPENSATION   SETTING COMPENSATION, ESTABLISHING GOALS, AND EVALUATING PERFORMANCESetting Compensation, Establishing Goals, and Evaluating Performance   As reflected in the following timeline, the Human CapitalHCC Committee oversees a rigorous and comprehensive compensation approval, goal setting, and performance review process:     Year-Round:   ► The HCC Committee reviews any feedback from shareholder engagement meetings regarding the compensation program. ► At its February meeting, the HCC Committee discusses further refined planning and preliminary recommendations for the compensation program. ► At its March meeting, final recommendations are presented, and the HCC Committee approves the executive compensation design, components, and equity awards for each executive. The HCC Committee meets privately with its independent compensation consultant to review and approve the CEO’s compensation. The HCC Committee also establishes the Annual Incentive Plan and PSU goals. ► During its meetings over this period, the HCC Committee has preliminary discussions with management and the HCC Committee’s independent compensation consultant regarding the compensation program design for the following year, including reviewing compensation trends, peer group composition, a competitive analysis of each executive’s compensation relative to market, preliminary pay recommendations and performance evaluations, and the current incentive payout forecast. The HCC Committee provides feedback and direction regarding the program design for the next fiscal year. ► The HCC Committee meets privately with its independent compensation consultant regarding the CEO’s compensation. Year-Round ► The Human CapitalHCC Committee meets at other times throughout the year with management and privately with theits independent compensation consultant to review performance against the established performance goals, discuss developments and emerging trends, and review specific executive compensation and management resources issues. The Human CapitalHCC Committee is also responsible each year for reviewing the compensation paid to non-employee directors and making recommendations to the Board regarding the directors’ compensation program.   64     Foot Locker, Inc. EXECUTIVE COMPENSATION BENCHMARKING APPROACHPeer Group Approach   We have established benchmarkstargets for compensation, including cash and equity, for each NEO. These benchmarkstargets are reviewed annually and are based upon compensation for comparable positions in a peer group consisting of (i)(1) companies having revenues of approximately 0.5 to 2 times the Company’s revenue and market capitalization of approximately 0.25 to 4 times the Company’s market capitalization; and (ii)(2) select sub-industries within the consumer discretionary sector most comparable to the Company’s business, including apparel retail; apparel, accessories, and luxury goods; footwear; home furnishing retail; internet and direct marketing retail; and specialty stores. We also use the peer group data to assess the competitiveness of total direct compensation awarded to our senior executives and as a data point in designing compensation plans, benefits, and perquisites.     59   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn The Human CapitalHCC Committee determined that the following companies, which comprised the peer group for 20212023 compensation decisions, were appropriate for executive compensation purposes based upon the nature of their businesses, revenues, and the talent pool from which they recruit their executives.   PEER GROUP FOR 2021 2023 COMPENSATION DECISIONS ► Academy Sports and Outdoors, Inc. ►American Eagle Outfitters, Inc. ► Hanesbrands Inc. ► Tapestry, Inc. ► Bath and& Body Works, Inc. ►Burlington Stores, Inc. ►Capri Holdings Limited ►Dick’s Sporting Goods, Inc. ► The Michaels Companies,Gap, Inc. ► TiffanyHanesbrands Inc. ►Levi Strauss & Co. f/k/a L Brands, ►The ODP Corporation ►Petco Health and Wellness Company, Inc. ► PVH Corp. ► Tractor Supply Company ► Bed Bath & Beyond Inc. ► Qurate Retail, Inc. ► Ulta Beauty, Inc. ► Burlington Stores, Inc. ► Ralph Lauren Corporation ► Under Armour, Inc. ► Dick’s Sporting Goods, Inc. ► Sally Beauty Holdings, Inc. ► Signet Jewelers Limited ►Skechers U.S.A., Inc. ►Tapestry, Inc. ►Tractor Supply Company ►Ulta Beauty, Inc. ►Under Armour, Inc. ►Urban Outfitters, Inc. ►Victoria’s Secret & Co. ►Williams-Sonoma, Inc. ► Expedia Group, Inc. ► Signet Jewelers Limited ► Wayfair Inc. ► The Gap, Inc. ► Skechers USA, Inc. ► Williams Sonoma, Inc.   One goal of the Human CapitalHCC Committee is to provide competitive total compensation opportunities for the NEOs that vary with Company performance. The Human CapitalHCC Committee uses the peer group benchmarktarget information as a reference point in evaluating executive compensation, assessing the competitiveness of total direct compensation awarded to our senior executives, and designing compensation plans, benefits, and perquisites. ItThe HCC Committee does not, however, attempt to match the compensation of each executive position in the Company precisely with that of an equivalent position in the peer group. In general, the Human CapitalHCC Committee looks to position an executive’s total compensation at the median of comparable positions at peer companies, consistent with the Company’s revenue in relation to peer companies. The Human CapitalHCC Committee also considers other factors, including performance, responsibility, experience, tenure, internal equity, and market positioning, when determining compensation.   2022 Proxy Statement 65 EXECUTIVE COMPENSATION During 2018,2023, the Human CapitalHCC Committee developed the criteria for determining the Company’s peer group. At that time, the Human Capital Committee endeavored to refreshreviewed the peer group every three years, with annual adjustments limited to merger and acquisition activity or going private transactions. To that goal, in 2021, the Human Capital Committee reviewed the criteria established in 2018 and determined that it was still appropriate. Based on this criteria and(other than the companies’ 2021 revenues and market capitalizations,removal of Bed Bath & Beyond Inc. due to its bankruptcy) no changes to the peer group were appropriate for 20222024 compensation planning was refreshed, as provided below, to reflect a larger and more diverse group of peers:decisions.   DELETIONS ► Expedia Group, Inc. ► Tiffany & Co. ► Wayfair Inc. ► The Michaels Companies, Inc. ADDITIONS ► Academy Sports and ► Levi Strauss & Co. ► Petco Health and Wellness Outdoors, Inc. ► The ODP Corporation Company, Inc. ► Capri Holdings Limited PEER GROUP FOR 2022 COMPENSATION DECISIONS ► Academy Sports and ► The Gap Inc. ► Signet Jewelers Limited Outdoors, Inc. ► Hanesbrands, Inc. ► Skechers USA, Inc. ► American Eagle ► Levi Strauss & Co. ► Tapestry, Inc. Outfitters, Inc. ► The ODP Corporation ► Tractor Supply Co. ► Bath and Body Works, ► Petco Health and ► Ulta Beauty, Inc. Inc. f/k/a L Brands, Inc. Wellness Company, Inc. ► Under Armour, Inc. ► Bed Bath & Beyond, Inc. ► PVH Corp. ► Urban Outfitters, Inc. ► Burlington Stores, Inc. ► Qurate Retail, Inc. ► Williams Sonoma, Inc. ► Capri Holdings Limited ► Ralph Lauren Corp. ► Dick’s Sporting Goods Inc. ► Sally Beauty Holdings, Inc. USE OF COMPENSATION CONSULTANTSUse of Compensation Consultant   The Human CapitalHCC Committee has retained CAP, a nationally-recognized compensation consultant, that is independent and performs no work for management, as its advisor. CAPThe compensation consultant reports directly to the Human CapitalHCC Committee, meets with the Human CapitalHCC Committee privately without management present, and regularly communicates privately with the Human Capital Committee Chair. CAPThe compensation consultant also meets with the ResponsibilityNCR Committee regarding non-employee directors’ compensation and reports on related governance and trends. The Human CapitalHCC Committee has assessed the compensation consultant’s independence of CAP based on standards promulgated by the SEC and concluded that no conflict of interest exists that would prevent it from serving as an independent compensation consultant to the Human CapitalHCC Committee. Each year, CAPthe compensation consultant reviews a report on risk in relation to the Company’s compensation policies and practices, provides a pay-for-performance analysis of our executive compensation program, and reviews the CEO’s compensation. In addition, each year CAPthe compensation consultant reviews and makes recommendations regarding the compensation program for non-employee directors, and the Human CapitalHCC Committee considers CAP’sthe compensation consultant’s report on the program. In 2021, management utilized the services of ClearBridge Compensation Group, a nationally-recognized compensation consultant, to provide advice on the executive compensation program and plan design.   MANAGEMENT INVOLVEMENT IN DEVELOPING THE COMPENSATION PROGRAMManagement Involvement in Developing the Compensation Program   Management is involved in various aspects of developing the executive compensation program. Our Chief Human Resources Officer, Vice President-TotalPresident—Total Rewards, and staff in theother Human Resources Departmentstaff work with our CEO to develop compensation recommendations for all corporate and executive officers, corporate officers, and other employees with base salaries of $500,000 or greater, other than the CEO. The CEO or the Chief Human Resources Officer reviews these proposals with the Human Capital Committee Chair, and may make changes to the recommendations based upon her input, before the recommendations are presented to the Human CapitalHCC Committee for review. As part of her responsibilities, the Lead Independent DirectorNon-Executive Chair of the Board also attends all Human CapitalHCC Committee meetings and advises the Human CapitalHCC Committee Chair in fulfilling her designated role and responsibilities. Our General Counsel, and Deputy General Counsel and Corporate Secretary, also attendsattend meetings of the Human CapitalHCC Committee and participatesparticipate in some of these discussions and preparations.   66 2024 PROXY STATEMENT     Foot Locker, Inc. 60       EXECUTIVE COMPENSATIONExECuTIvE COmPEnSATIOn   ADDITIONAL INFORMATION   KEY COMPENSATION GOVERNANCE POLICIESKey Compensation Governance Policies   WHAT WE DO WHAT WE DO NOT DO     Align executive pay closely with Company’s performance and strategy     Set rigorous and objective performance goals     Maintain a clawback policy     Impose and monitor meaningful stock ownership guidelines     Require a one-year time-based vesting period for earned PSU payouts following attainment of performance goals     Include double-trigger change in control provisions in employment agreements and equity awards     Mitigate undue risk in compensation programs     Retain independent compensation consultant to advise the Human Capital Committee     Hold annual “Say-on-Pay” advisory vote     Conduct shareholder engagement outreach to regularly obtain feedback on compensation and other topics      No changes to in-flight performance cycles      No tax gross-up for any compensation, benefit, perquisite, or change in control payments (other than the IAP and relocation program that is available to all employees)      No hedging or pledging of the Company’s stock      No repricing of stock options without shareholder approval      No stock options granted below fair market value      No dividends or dividend equivalents on RSUs or PSUs      No excessive severance benefits   CLAWBACK POLICYClawback Policy We have The Company has adopted a clawback policy concerning the recoupment of incentive compensation, or “clawback” policy, which applies to each executive officer, corporate officer, certain other senior executives, and any other executive who reports directly to the CEO or CFO, that provides for the recovery of incentive compensation paid in cash or equity if the Human CapitalHCC Committee determines that the participant (1) engaged in fraud or gross misconduct which results in an accounting adjustment, whether or not the adjustment results in a restatement of our financial statements, or (2) committed a significant legal or compliance violation of the Code of Business Conduct or other policies. The Human Capital Committee is closely monitoring Additionally, in compliance with the proposed SEC rules regarding recoupment ofimplementing the incentive-based compensation recovery provisions of the Dodd-Frank Act, and the NYSE listing standards consistent with the SEC rules, the Company has adopted a supplemental clawback policy, which applies to our executive officers, within the meaning of the Exchange Act, who were employed by the Company during the applicable recovery period. Under the policy, in the event that the financial results upon which incentive-based compensation was predicated become the subject of a financial restatement that is required because of material non-compliance with financial reporting requirements, the HCC Committee will amend ourconduct a review of awards covered by the policy and recoup any erroneously awarded incentive-based compensation to ensure that the ultimate payout gives retroactive effect to the financial results as necessary.restated. The policy covers any incentive-based compensation award that was received by an executive officer during the last completed three fiscal years immediately preceding the date on which the Company is required to prepare the accounting restatement (and following October 2, 2023, the effective date specified in the NYSE listing standards).   STOCK OWNERSHIP GUIDELINESStock Ownership Guidelines We have meaningful stock ownership guidelines for our senior executives.non-employee directors and executive officers. At the end of 2021,2023, all of the NEOs met or exceeded their applicable ownership guidelines.requirements (or were within the initial five-year period to achieve compliance). These guidelines are described on page 32.29.   Policy Prohibiting Hedging or Pledging of the Company’s Stock Directors, executive officers, corporate officers, and certain other team members are prohibited from (1) engaging in transactions involving publicly-traded options that relate to the Company’s securities, or (2) purchasing financial instruments (e.g., prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset a decrease in the market value of securities either granted to, or otherwise held, directly or indirectly, by, the director, executive officer, corporate officer, or certain other team member. No team member may engage in these types of transactions while aware of material nonpublic information about the Company. For additional information regarding the Company’s policy prohibiting hedging or pledging of the Company’s stock, see our Policy Prohibiting Insider Trading available at investors.footlocker-inc.com/trading.   61   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn COMPENSATION PROGRAM AND RISKCompensation Program and Risk   We believe that our compensation program encourages our NEOs to take action to improve the Company’s performance without encouraging them to take undue risk. The Annual Incentive Plan and PSU awards are paid based upon performance as compared to the Company’s annual and two-year financial plans, respectively, which are prepared each year by management reviewed by the Finance Committee, and approved by the Board. No incentive awards are earned or paid unless the applicable performance goals are achieved. We believe that on balance, the plans are rigorous, but reasonably achievable, under normal business conditions. This encourages our executives to manage the business well without pressuring them to take undue risks in order to obtain a payout.   Our LTI awards for the NEOs are designed with a similar goal in mind. We believe that our LTI awards are reasonable in relation to overall compensation. Stock options normallytypically vest ratably over a three-year period and have a 10-year term, and RSUs generally cliff vest generally after a period of three years, thereby each reducing the risk that an executive will take short-term action to inflate the price of the Company’s stock for a brief period. PSU payouts are first calculated at the conclusion of aan initial two-year performance period, but are not actually paid toand then adjusted by a TSR modifier at the participant until after an additional yearend of vesting has been satisfied.a third year. In addition to serving as a retention vehicle, this also requires that the executive continues to have the value of their award at risk and dependent on fluctuations in stock price, for an additional year. It also allows a year to pass in which any issues concerning the Company’s operating or financial performance may come to light before payments are made.   2022 Proxy Statement 67 EXECUTIVE COMPENSATION In addition, there are certain other factors related to our compensation programs for the NEOs that we believe help reduce the likelihood that our compensation programs will encourage our executives to take undue risk, as described below.below:   Factor   Description ROIC as PSU Award Measurement   As a retail company, we believe that one of the potential risks we have is that management will attempt to achieve profit targets without taking into account the capital used, particularly working capital invested in inventory and operating leases. We have, therefore, designed our PSU awards for senior management, including the NEOs, to take into account ROIC as well as Two-Year Average After-Tax Income in determining whether a PSU award payout will be paid. No Bonus Payments to Executives with Poor Performance Ratings   We have designed our plans so that executives who receive a “Not Meeting Performance” rating under the Company’s annual performance appraisal process are not eligible to receive an annual incentive payout. This helps prevent an individual executive from taking any action inconsistent with the business plan or otherwise exposing the Company to undue risk. Incentive Targets   Incentive Targets Annual Incentive Plan targets are based on the financial plan that is reviewed by the Finance Committee and approved by the Board. Annual Incentive Payout Caps   Annual incentive payouts to executives are capped and do not include excessive leverage. Mix of Components   We use a mix of annual and long-term incentive components, as well as a mix between the use of cash and equity.   DELEGATION OF AUTHORITY The Human Capital Committee currently has delegated authority to its Chair to approve, between committee meetings, RSU awards up to 7,500 RSUs per individual awardAccounting and stock option awards up to 25,000 shares per individual award, in both cases only to executives who are not corporate or executive officers of the Company, or general managers. It is expected that the Chair would use this authority to approve awards made during the course of the year in connection with promotions, new hires, or special retention purposes. Options are priced at fair market value on the date the Chair signs the approval, which is the grant date for awards made under this delegation authority. Similarly, the value of RSU awards is based on the fair market value on the date the Chair signs the approval. The Chair used this authority twice during 2021. The Human Capital Committee has not delegated authority to management to make stock option, RSU, or other equity-based awards. ACCOUNTING AND TAX CONSIDERATIONSTax Considerations   While we review both the accounting and tax effects of various components of compensation, these effects are not a significant factor in the Human CapitalHCC Committee’s allocation of compensation among the different components. The Human CapitalHCC Committee believes that in certain instances it is in the best interests of the Company and our shareholders to have the flexibility to pay compensation that is not tax deductible so that we may provide compensation consistent with our program and objectives.   2024 PROXY STATEMENT 62   ExECuTIvE COmPEnSATIOn 20222024 COMPENSATION PROGRAM DESIGN CHANGES   In March 2022,As part of the Human Capitalcomprehensive compensation approval, goal setting, and performance review process conducted by the HCC Committee establishedfor 2023-24, the performance goals underHCC Committee considered shareholders’ feedback received as part of our 2023 shareholder engagement cycle concerning the Annual Incentive Plandesign and effectiveness of the Company’s executive compensation program. See Shareholder Engagement beginning on page 36 for a discussion of the 2022 fiscal year2023 shareholder engagement cycle. The HCC Committee also considered the significant transformation initiatives occurring in the Company’s business and PSU awards for the performance period beginning in 2022. Under the Annual Incentive Plan, the goals are based (a) 80% on Adjusted Pre-Tax Income, and (b) 20% on NPS. Under the PSU awards, the preliminary goals are based (a) 70% on Two-Year Average After-Tax Income, and (b) 30% on Two-Year Average ROIC. The preliminary PSU payoutstrategic work that would be adjustednecessary by a TSR modifier,management to representachieve its long-term goals. In light of this, the Company’s TSR percent rank over a three-year performance period commencing atHCC Committee aligned the beginning of the 2022 fiscal year relative to the companies in the S&P 1500 Specialty Retail Index, such that it is multiplied by between 75% for TSR below the 30th percentile to 125% for TSR above the 80th percentile. The TSR modifier is designed to enhance the alignment of internal incentive plan payouts with changes in external shareholder value. Additionally, recognizing the Company’s change in vendor mix and expected substantial investments in the business, the Human Capital Committee reduced the maximum payouts to 150% of target from 200% in prior years for participants under the Annual Incentive Plan and PSU awards (notwithstandingLTI with the TSR modifier), respectively,Lace Up Plan. This redesign is meant to ensure alignment between management’s payoutsencourage and shareholders’ expectations ifreward performance aligned with the target goals are exceeded.Lace Up Plan. The Human CapitalHCC Committee believes thatwill continue to assess the introduction of a TSR modifier to the PSU awardsexecutive compensation program against changing business conditions and a reduction in the maximum payouts under the Annual Incentive Plan and PSU awards are appropriate in a year in which all parties–management and shareholders–are making important investments in our Company’s future.shareholder feedback. Compensation Program       2023   2024     Performance Goals   80% Adjusted Operating Income, and 20% NPS (assessed at the corporate and division levels, as applicable)   80% Adjusted Operating Income, and 20% Lace Up Plan scorecard (assessed at the corporate level only, and not by division) Annual Incentive Plan   Performance Gate   Not applicable for NEOs (75% for participants with individual objectives)   75% of Corporate Adjusted Operating Income for Lace Up Plan scorecard, and 75% of Corporate/Division Adjusted Operating Income for participants with individual objectives, as applicable     Performance Goals for Threshold and Maximum Payouts   90% and 115% of target financial performance   80% and 120% of target financial performance LTI Awards   Vehicle Mix   PSU awards (60%), stock option awards (20%), and RSU awards (20%)   PSU awards (60%) and RSU awards (40%) for the CEO, and PSU awards (50%) and RSU awards (50%) for other NEOs PSU Awards   Performance Goals   The preliminary performance targets are based 70% on Two-Year Average After-Tax Income, and 30% on Two-Year Average ROIC. The preliminary PSU payouts calculated following the end of two-year performance period are adjusted by a TSR modifier to represent the Company’s TSR percent rank over a three-year performance period relative to the companies in the S&P 1500 Specialty Retail Index, such that it is multiplied by between 75% for TSR below the 30th percentile to 125% for TSR above the 80th percentile.   50% on Three-Year Cumulative Adjusted After-Tax Income, 25% on Three-Year Cumulative Revenue, and 25% on TSR to represent the Company’s TSR percent rank over a three-year performance period relative to the companies in the S&P 1500 Specialty Retail Index     Performance Period   2 years with 3-year TSR modifier   3 years     Performance Goals for Threshold and Maximum Payouts   85% and 120% of target Average After- Tax Income performance   89% and 116% of target Average ROIC performance   80% and 120% of target Cumulative Adjusted After-Tax Income performance   93% and 107% of target Cumulative Revenue performance   30% relative TSR rank equates to a 25% payout, 55% relative TSR rank equates to a 100% payout, and 80% relative TSR rank equates to a 200% payout RSU Awards   Vesting   Three-Year Cliff   Three-Year Ratable   68  63   Foot Locker, Inc.     EXECUTIVE COMPENSATIONExECuTIvE COmPEnSATIOn   HUMAN CAPITALHCC COMMITTEE REPORT   The Human CapitalHCC Committee has reviewed and discussed the CD&A with management and, based on that review and discussion, has recommended to the Board that the CD&A be included in this Proxy Statement.   MEMBERS OF THE HUMAN CAPITAL COMMITTEEMembers of the HCC Committee           KIMBERLY ALAN D. GUILLERMO G. DARLENE UNDERHILL FELDMAN MARMOL NICOSIA   Chair KIMBERLY UNDERHILL Member ALAN D. FELDMAN Member GUILLERMO G. MARMOL Member DARLENE NICOSIA DONA D. YOUNG Chair Member Member Member Ex Officio Member   HUMAN CAPITALHCC COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION   Ms.Mses. Underhill Mr.and Nicosia and Messrs. Feldman Mr.and Marmol and Ms. Nicosia served on the Human CapitalHCC Committee during 2021. In addition,2023, and Ms. ClarkYoung served on the Human Capital Committee during 2021 prior to her retirement in May 2021.as an Ex Officio Member. None of the committee members was an officer or employee of the Company or any of its subsidiaries, and there were no interlocks with other companies within the meaning of the SEC’s proxy rules.   COMPENSATION AND RISK 2024 PROXY STATEMENT 64     The Company has completed a risk-related review and assessment of our compensation program and concluded that our compensation policies and practices, including executive compensation, are not reasonably likely to result in a material adverse effect on the Company. As part of this review, the independent compensation consultant to the Human Capital Committee reviewed risk in relation to the Company’s compensation policies and practices with the Company’s human resources executives directly involved in compensation matters. The consultant reviewed the compensation policies and practices in effect for corporate and division team members through the manager level, store managers, and store team members, and reviewed the features we have built into the compensation programs to discourage excessive risk taking by team members, including a balance between different elements of compensation, differing time periods for different elements, consistent Company-wide programs, plan performance targets based on the corporate budgeting process, and stock ownership guidelines.ExECuTIvE COmPEnSATIOn 2022 Proxy Statement 69 EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION   SUMMARY COMPENSATION TABLE   (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) Name and Principal Position Year Salary ($)(1) Bonus ($)(2) Stock Awards ($)(3)(4) Option Awards ($)(3) Non-Equity Incentive Plan Compensation ($)(1)(5) Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(6) All Other Compensation ($)(7) Total ($) Richard A. Johnson Chairman, President and Chief Executive Officer 2021 1,150,000 — 6,440,063 1,610,012 4,169,900 1,038,044 50,306 14,458,325 2020 996,667 — 4,937,518 1,200,002 3,847,900 880,582 78,651 11,941,320 2019 1,137,500 — 4,937,521 1,200,004 1,378,650 521,588 46,942 9,222,205 Andrew E. Page Executive Vice President and Chief Financial Officer 2021 496,193 500,000 1,656,881 184,503 675,870 — 21,048 3,534,495                                     Franklin R. Bracken Executive Vice President and Chief Operating Officer 2021 643,542 — 1,396,860 199,212 943,273 — 231,301 3,414,188                                     W. Scott Martin Executive Vice President, Chief Strategy and Corporate Development Officer 2021 611,250 — 979,079 199,212 856,032 161,918 79,963 2,887,454 2020 538,659 — 641,277 200,000 549,398 133,364 64,429 2,127,127 2019 518,750 — 612,563 200,015 204,336 63,354 24,622 1,623,640(8) Andrew I. Gray Executive Vice President and Chief Commercial Officer 2021 611,250 — 1,079,089 194,763 831,273 81,944 62,034 2,860,353 2020 512,663 — 419,349 75,002 613,695 60,216 202,416(8) 1,883,341(8) Lauren B. Peters(9) Former Executive Vice President and Chief Financial Officer 2021 175,000 — — — — — 70,762 245,762 2020 653,333 — 673,111 250,002 878,325 384,221 81,301 2,920,293 2019 693,750 — 950,053 250,006 315,309 298,364 18,455 2,525,937 Vijay Talwar(10) Former Executive Vice President and Chief Executive Officer—EMEA 2021 576,920 — 808,332 202,071 — — 2,296,335 3,883,658 2020 606,667 — 737,544 250,002 780,000 170,661 265,480(8) 2,810,354(8) 2019 650,000 — 737,575 250,006 — 68,966 790,303(8) 2,496,850(8) For 2023, our NEOs were the following seven individuals, four of whom serve as executive officers as of the date of this Proxy Statement:   (a)   (b)   (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)   Name and Principal Position   Year   Salary ($)(1)     Bonus ($)(2)     Stock Awards ($)(3)(4)     Option Awards ($)(3)     Non-Equity Incentive Plan Compensation ($)(1)(5)     Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(6)     All Other Compensation ($)(7)     Total ($)   Mary N. Dillon (she/her/hers)   2023     1,300,000       —       11,754,925       1,600,011       —       —       37,689       14,692,625   President and Chief Executive Officer   2022     584,058       250,000       6,203,885       716,483       1,481,630       —       40,549       9,276,605   Michael A. Baughn (he/him/his)   2023     416,099       883,364       1,497,885       260,008       —       —       8,903       3,066,259   Executive Vice President and Chief Financial Officer                                                                     Franklin R. Bracken (he/him/his)   2023     860,550       —       1,570,364       392,582       —       3,489       119,841       2,946,826   Executive Vice President and Chief Commercial Officer   2022     818,750       —       2,485,048       371,255       1,104,253       —       63,942       4,843,248       2021     643,542       —       1,396,860       199,212       943,273       —       231,301       3,414,188   Elliott D. Rodgers (he/him/his)   2023     800,000       —       1,440,032       360,010       —       —       1,643       2,601,685   Executive Vice President and Chief Operations Officer   2022     133,333       700,000       831,844       200,003       —       —               1,865,180   Rosalind Reeves(8) (she/her/hers)   2023     450,000       —       432,025       108,001       —       —       730,956       1,720,982   Former Executive Vice President and Chief Human Resources Officer   2022     325,000       —       —       —       —       —       16,366       341,366   Andrew E. Page(9) (he/him/his)   2023     54,167       —       —       —       —       —       23,771       77,938   Former Executive Vice President and Chief Financial Officer   2022     641,250       —       1,040,019       260,010       —       —       2,162,107       4,103,386       2021     496,193       500,000       1,656,881       184,503       675,870       —       21,048       3,534,495   Robert F. Higginbotham(10) (he/him/his)   2023     483,477       —       695,098       80,007       —       —       28,629       1,287,211   Former Interim Chief Financial Officer                                                                     (1) The amounts in columns (c) and (g) reflect the annual base salaries and non-equity incentive plan compensation, respectively, earned by our NEOs for the designated years. For 2021,2023, these combined amounts represented the following percentages of the NEOs’ total compensation: Ms. Dillon (9%), Mr. Johnson (36.8%Baughn (14%), Mr. Bracken (29%), Mr. Rodgers (31%), Ms. Reeves (26%), Mr. Page (33.2%), Mr. Bracken (46.5%), Mr. Martin (50.8%), Mr. Gray (50.4%), Ms. Peters (71.2%(70%), and Mr. Talwar (14.9%Higginbotham (38%). InformationFor information on the NEOs’ employment agreements and offer letters, as applicable, appears beginningsee Employment Agreements and Offer Letters on page 72.67. (2) The amount in column (d) related to Mr. Baughn reflects (1) a sign-on cash payment in the amount of $600,000, $300,000 of which was paid within 90 days after his start date, and the remaining $300,000 of which is payable within 90 days after the one-year anniversary of his start date, and (2) a prorated cash bonus calculated in the same manner as 2023 payouts, if any, made for 2023 under the Annual Incentive Plan guaranteed at least at target of 85% of his base salary (which was later reduced, upon the approval of the HCC Committee, by an amount equal to the negative discretion exercised by the HCC Committee for all participants levels Vice President and above, including the NEOs, with respect to NPS (20%)). The sign-on bonus thatcash payments were intended to replace compensation Mr. Page receivedBaughn forfeited from his prior employment in connection with his recruitment to the commencement of his employment in April 2021.Company. (3) The amounts reflected in columns (e) and (f) reflect the stock and option awards granted in the designated years. The amounts represent the aggregate grant date fair value of the awards granted in each respective year computed in accordance with stock-based compensation accounting rules. A discussion of the assumptions used in computing the award values may be found in Note 21 to our financial statements in our Annual Report, which is available at investors.footlocker-inc.com/ar. As provided under the SEC’s rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. See the Grants of Plan-Based Awards in Fiscal 2021 2023beginning on page 7468 for additional information on awards granted in 2021.2023. The amounts shown in the table do not necessarily reflect the actual value that may be recognized by the NEOs. (4) The amounts in column (e) include the grant date fair value of PSU awards granted for the 2021-22, 2020-21,2023-25, 2022-24, and 2019-20 long-term2021-22 performance periods, valued at the grant date based upon the probable outcome of meeting the performance conditions, which is based on the target performance level. The amounts are consistent with the estimates of the aggregate compensation cost to be recognized over the service period determined at the grant date under stock-based compensation accounting rules, and exclude the effect of estimated forfeitures. Assuming the maximum performance level, the grant date fair value of the PSU awards granted for the 2021-22 long-term2023-25 performance period would be $9,660,040$9,600,000 for Ms. Dillon; $1,275,592 for Mr. Johnson; $999,044 for Mr. Page; $1,195,289Baughn; $2,355,480 for Mr. Bracken; $1,168,537$2,160,000 for Mr. Martin; $1,168,537Rodgers; $648,000 for Ms. Reeves; and $480,000 for Mr. Gray; and $1,212,390 for Mr. Talwar.Higginbotham. This column also includes RSU awards, where applicable. See the Grants of Plan-Based Awards in Fiscal 2021 2023beginning on page 7468 for additional information on the awards granted in 2021.2023. In addition, for Ms. Dillon, the amount in column (e) for 2023 includes the grant date fair value of a transformation grant of PSUs granted for the 2023-25 performance period, valued at the grant date based upon the probable outcome of meeting the performance conditions, which is based on the target performance level. The amount is consistent with the estimate of the aggregate compensation cost to be recognized over the service period determined at the grant date under stock-based compensation accounting rules, and excludes the effect of estimated forfeitures. Assuming the maximum performance level, the grant date fair value of the transformation PSU award granted for the 2023-25 performance period would be $5,354,898. See CD&A beginning on page 46 for a discussion of the transformation grant.   65   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn (5) The amounts in column (g) reflect the cash incentive bonuses earned under the Annual Incentive Plan for the designated years, which amounts are paid to the NEO in the following year (subject to the NEO’s employment on such payment date). (6) The amounts in column (h) represent the annual change in pension value for the designated years. See pages 87 through 88Pension Benefits in Fiscal 2023 on page 74 for more information on fiscal 20212023 pension benefits. (7) The amounts in column (i) represent perquisites and other compensation attributable to the NEOs for 2021,2023, valued at the incremental cost to the Company of providing them, which represents the actual cost, as reflected in the table below.   Name Auto Allow. ($) Car Service Reimb. ($) Med. Expense Reimb. ($)(A) Accrual for Post-Ret. Med. ($) Supp. LTD Ins. Prem. ($) Univ. Life Ins. Prem. ($) Financial Planning ($)(B) Match Under 401(k) and Excess Savings Plans ($)(C) Relo. ($)(D) Foreign Earnings ($)(E) Expatriate Tax Payments ($)(E) Vacation Payout ($) Accrued Severance Benefits ($) Total ($) Johnson 12,679 1,154 7,670 — 5,666 3,987 9,000 10,150 — — — — — 50,306 Page 12,442 — 5,000 — 1,309 2,297 — — — — — — — 21,048 Bracken 23,291 — 3,687 — 4,130 1,929 10,455 42,476 145,333 — — — — 231,301 Martin 21,329 — — — 4,426 — 13,629 40,579 — — — — — 79,963 Gray 18,304 — 4,588 — 3,527 1,898 8,775 10,150 — — 14,792 — — 62,034 Peters(F) — — 1,755 56,979 — 1,878 — 10,150 — — — — — 70,762 Talwar(F) — — 7,335 — 4,130 2,845 10,455 10,150 177,685 113,900 269,777 2,558 1,697,500 2,296,335 Name   Automobile Reimbursement ($)     Medical Expense Reimbursement ($)(A)     Supplemental LTD Insurance Premiums ($)     Universal Life Insurance Premiums ($)     Financial Planning ($)(B)     401(k) Plan and Excess Savings Plan Match ($)     Accrued Severance Benefits ($)(C)     Accrued Outplacement ($)     Total ($)   Dillon     —       10,076       6,408       6,038       —       15,167       —       —       37,689   Baughn     8,903       —       —       —       —       —       —       —       8,903   Bracken     27,873       5,247       4,130       2,421       11,540       68,630       —       —       119,841   Rodgers     —       1,643       —       —       —       —       —       —       1,643   Reeves     6,417       2,692       3,348       2,469       13,462       22,818       675,000       4,750       730,956   Page     15,190       5,000       873       —       —       2,708       —       —       23,771   Higginbotham     1,260       3,513       —       1,386       —       22,470       —       —       28,629     (A) The amounts shown reflect amounts reimbursed in 2021, which may also include reimbursements of2023, including certain amounts submitted in 20212023 for expenses incurred in 2020. 702022.     Foot Locker, Inc. 2022 Proxy Statement 71 EXECUTIVE COMPENSATION   (B) The amounts shown reflect the total amounts paid, including fees. (C) The amounts shown reflect the Company’s matching contributions under our defined contribution plans, the 401(k) Plan and Excess Savings Plan, made to the NEO’s accounts. (D) For Mr. Bracken, the amount shown reflects expenses in connection with his relocationseverance benefits calculated according to the Company’s office in Bradenton, Florida, and for Mr. Talwar,terms of Ms. Reeves’s offer letter, given the amount shown reflects expenses in connection with his relocationHCC Committee determined her termination constitutes a termination without cause. 2024 PROXY STATEMENT 66   ExECuTIvE COmPEnSATIOn (8) Ms. Reeves ceased to the United States upon the termination of his employment. (E) For Mr. Gray, the amount shown reflects tax equalization payments, and U.S. and foreign tax payments net of hypothetical tax deductions, in connection with his international assignment for 2020 that were paid in 2021, and for Mr. Talwar, the amounts shown reflect expatriate compensation in connection with his roleserve as Executive Vice President and Chief Executive Officer—EMEA in Vianen, The Netherlands. Under Foreign Earnings,Human Resources Officer, effective March 11, 2024. Ms. Reeves is currently serving as an Advisor and expects to depart the amount shown includes expatriate benefits and allowances for certain goods and services differential, housing, automobile costs, and tax preparation assistance in connection with his international assignment. Mr. Talwar receivedCompany, effective July 31, 2024, under circumstances the majority of these benefitsHCC Committee determined constitutes a termination without cause under the IAP, which appliesterms of her offer letter and the Company’s benefit plans, thereby requiring the Company to employees on international assignment and is designed to minimize any financial detriment or gainpay Ms. Reeves severance benefits according to the employee on assignment. Under Expatriate Tax Payments, the amount shown includes tax equalization payments, and U.S. and foreign tax payments netterms of hypothetical tax deductions, in connection with his international assignment. These payments were made under the IAP and are designed to facilitate this assignment by holding the team member responsible for the tax liabilities he would have incurred had he remained in his home country. her offer letter. (F) The amounts shown reflect perquisites attributable prior to Ms. Peters and Mr. Talwar’s termination of employment. Additional information on Ms. Peters and Mr. Talwar’s termination payments is provided beginning on page 92 under Potential Payments Upon Termination or Change in Control.   (8) The amounts in columns (i) and (j) are updated from the disclosure found in our 2021 Proxy Statement to include (x) the Total for Mr. Martin for 2019, and the All Other Compensation and Total for Mr. Gray for 2020, to include the Change in Pension Value and Non-Qualified Deferred Compensation Earnings, and Relocation, respectively, which values were correctly included in the Summary Compensation Table and footnote 6 thereto; and (y) the All Other Compensation and Total for Mr. Talwar for 2019 and 2020 to include additional relocation expenses of $34,186, and financial planning, relocation, foreign earnings, and expatriate tax payments of $780,389, respectively, which were updated after the filing of our 2021 Proxy Statement. Note that, although Mr. Talwar was not a NEO in 2019, the Company disclosed his 2019 compensation in the Summary Compensation Table when he first became an NEO in 2020. (9) Ms. Peters Mr. Page ceased to serve as Executive Vice President and Chief Financial Officer, effective April 12, 2021, and departed from the Company effective May 1, 2021. (10) Mr. Talwar ceased to serve as Executive Vice President and Chief Executive Officer—EMEA effective November 17, 2021, and departed from the Company effective December 16, 2021,February 28, 2023, under circumstances the Human CapitalHCC Committee determined constituted a termination without cause under the terms of his offer letter and the Company’s employment agreement with Mr. Talwar,benefit plans, thereby requiring the Company to pay Mr. TalwarPage severance benefits according to the terms of his employment agreement.offer letter, as previously disclosed in the 2023 Proxy Statement. (10) Mr. Higginbotham was appointed as interim Chief Financial Officer, effective March 1, 2023, in addition to his then current duties as Senior Vice President, Investor Relations and Financial Planning & Analysis, while the Company was conducting a comprehensive search to identify a successor Chief Financial Officer. He ceased to serve as interim Chief Financial Officer, effective on June 11, 2023. Mr. Higginbotham was appointed Senior Vice President, Investor Relations, Corporate Finance, and Treasurer, effective August 9, 2023.   The Company has established a trust for certain benefit plans, arrangements, and agreements, including the SERP, the Excess Cash Plan, the Excess Savings Plan, the executive employment agreements, and other benefit plans, agreements, or arrangements that may be covered at a later date (collectively, the “Benefit Obligations”). Upon the occurrence of a Potential Change in Control of the Company (as defined in the trust agreement), the Company is required to fund the trust with an amount sufficient to pay the total amount of the Benefit Obligations. Following the occurrence, and during the pendency, of a Potential Change in Control, the trustee would be required to make payments of Benefit Obligations to the extent these payments are not made by the Company.   EMPLOYMENT AGREEMENTS AND OTHER ARRANGEMENTSOFFER LETTERS   We haveDillon. The Company has an employment agreements with Messrs. Johnson and Martin, and while we do not have employment agreements with Messrs. Page, Bracken, and Gray, they are each entitled to substantially the same benefits, and subject to substantially the same provisions, as Mr. Martin. We had employment agreementsagreement in place with Ms. PetersDillon. This agreement provides for an annual base salary of not less than $1,300,000, and Mr. Talwar substantiallyparticipation in the same form as Mr. Martin prior to their departure from the Company. The material terms of these arrangements are described below. Name Term End Date Base Salary Rate(1) ($) Two-Year Non-Compete and Non-Solicitation Johnson 01/31/24(2) $1,150,000(3) Page N/A     615,000    Bracken N/A     800,000(4) Martin 01/31/23(2) 615,000    Gray N/A     615,000    Peters(5) 05/01/21    700,000    Talwar(6) 12/16/21    665,000    (1) These base salary rates are as of January 29, 2022 for each of the NEOs, except for Ms. Peters and Mr. Talwar, which are as of their respective termination dates. (2) Mr. Johnson’s employment agreement is automatically extended for another year unless notice of non-renewal is given one year prior to the then-current expiration of the term. Mr. Martin’s employment agreement is automatically extended for another year unless notice of non-renewal is given three months prior to the then-current expiration of the term. (3) During the term of the agreement, the Company will pay Mr. Johnson an annual base salary of not less than $1,000,000. See Notes 1 and 2 to the Grants of Plan-Based Awards in Fiscal 2021 beginning on page 74 for the 2021 payment levels at threshold, target, and maximum performance for the Annual Incentive Plan and PSU awards for Mr. Johnson. The payment levels are based on a percentage of Mr. Johnson’s base salary rate. 72     Foot Locker, Inc. EXECUTIVE COMPENSATION (4) Mr. Bracken served as Executive Vice President and Chief Executive Officer—North America until November 2021. His base salary rate was $615,000 at that time until he was promoted to Executive Vice President and Chief Operating Officer in November 2021. (5) Ms. Peters ceased to serve as Executive Vice President and Chief Financial Officer effective April 12, 2021, and departed from the Company effective May 1, 2021, at which time her employment agreement terminated. Certain obligations under her employment agreement continue post-termination, such as Ms. Peters’s non-competition obligation. (6) Mr. Talwar ceased to serve as Executive Vice President and Chief Executive Officer—EMEA effective November 17, 2021, and departed from the Company effective December 16, 2021 under circumstances the Human Capital Committee determined constituted a termination without cause, at which time his employment agreement terminated. Certain obligations under his employment agreement continue post-termination, such as Mr. Talwar’s non-competition obligation. Messrs. Johnson, Page, Bracken, Gray, and Martin are entitled to participate in all bonus, incentive, and equity plans offeredmaintained by the Company for senior executives. If Ms. Dillon’s employment is terminated by the Company (other than for Cause, death, or disability), or if Ms. Dillon resigns with Good Reason (each as defined in the Employment Agreement), then she would be entitled to senior executivesthe following severance payments and benefits, subject to her execution and non-revocation of a general release of claims: (i) two years’ base salary continuation; (ii) a prorated bonus under the Annual Incentive Plan for the fiscal year in effectwhich the termination occurs, based on actual performance against the applicable performance goals, and (iii) appropriate outplacement services for one year following termination. In addition, any outstanding equity awards held by Ms. Dillon at the starttime of theirtermination will be treated in accordance with the terms of the applicable plans and award agreements, provided, however, that with regard to equity awards granted to Ms. Dillon through March 2027 (i) if Ms. Dillon’s employment terminates with the consent of the Board on or after the end of Fiscal 2026, Ms. Dillon would become vested in 50% of her then outstanding equity awards, and (ii) if Ms. Dillon’s employment terminates with the consent of the Board on or after the end of Fiscal 2027, Ms. Dillon would become vested in 100% of her then outstanding equity awards. If the Company terminates Ms. Dillon’s employment without Cause or if she terminates her employment with Good Reason during the two-year period following a Change in Control (as defined in the Employment Agreement), rather than the severance payments provided for above, she would be entitled to an amount equal to two times the sum of her base salary and target bonus under the Company’s annual bonus plan, payable in a single lump sum within 10 days of such termination of employment. Other NEOs. The HCC Committee approves all offers to executive officers joining the Company. Each of the other NEOs’ (who are current executive officers) offer letters as applicable, as well as benefits, including retirement plans, company-paid life insurance, long-term disability coverage,includes customary elements of the Company’s compensation program (i.e., salary, Annual Incentive Plan, and reimbursement for certain medicalLTI), and financial planning expenses, and any other plans subsequently offered to our senior executives. The executives’ agreements and offer letters, as applicable, include definitions of certain terms, such as “Cause” (i.e., dismissal)dismissal by the company under certain circumstances, “Good Reason” (i.e., resignation under certain circumstances), and “Change in Control” (e.g., the acquisition of 35% or more of the Company’s outstanding stock), and “Disability.” . Information on estimated potential payments and benefits upon termination of the NEOs’ employment, or uponincluding following a change in control, is described under Potential Payments Upon Termination or Change in Control beginning on page 92.77.     67   2022 Proxy Statement 73 Foot Locker, Inc.     EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION ExECuTIvE COmPEnSATIOn   GRANTS OF PLAN-BASED AWARDS IN FISCAL 20212023   The following table shows the awards made to the NEOs in 2021:2023:               Estimated Future Payouts Under Non-Equity Incentive Plan Awards   Estimated Future Payouts Under Equity Incentive Plan Awards                 (a)       (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)   (k)   (l) Name   Award Type   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)   All Other Stock Awards: Number of Shares of Stock or Units (#)   All Other Option Awards: Number of Securities Underlying Options (#)   Exercise or Base Price of Option Awards ($/Sh)   Grant Date Fair Value of Stock and Option Awards ($)(5) Johnson   Annual Incentive   03/24/21(1)   575,000   2,300,000   4,600,000                                 PSU   03/24/21(2)               22,524   90,096   180,191               4,830,047     Stock Option   03/24/21(3)                               79,971   53.61   1,609,816     RSU   03/24/21(4)                         30,032         1,610,016 Page   Annual Incentive   04/12/21(1)   93,198   372,791   745,582                                 PSU   04/12/21(2)               933   3,730   7,460               222,793     PSU   04/12/21(2)               2,091   8,363   16,726               499,522     Stock Option   04/13/21(3)                               8,333   58.25   184,493     RSU   04/12/21(4)                           12,557           750,030     RSU   04/13/21(4)                           3,168           184,536 Bracken   Annual Incentive   03/24/21(1)   131,349   525,398   1,050,795                                 PSU   03/24/21(2)               2,787   11,148   22,296               597,643     Stock Option   03/24/21(3)                               9,895   53.61   199,186     RSU   03/24/21(4)                           3,716           199,215     RSU   11/16/21(4)                           10,661           600,001 Martin   Annual Incentive   03/24/21(1)   114,627   458,507   917,014                                 PSU   03/24/21(2)               2,725   10,899   21,797               584,295     Stock Option   03/24/21(3)                               9,674   53.61   194,738     RSU   03/24/21(4)                           3,633           194,765     RSU   11/16/21(4)                           3,554           200,019 Gray   Annual Incentive   03/24/21(1)   114,627   458,507   917,014                                 PSU   03/24/21(2)               2,725   10,899   21,797               584,295     Stock Option   03/24/21(3)                               9,674   53.61   194,738     RSU   03/24/21(4)                           3,633           194,765     RSU   11/16/21(4)                           5,331           300,029 Talwar   PSU   03/24/21(2)               2,827   11,308   22,615               606,222     Stock Option   03/24/21(3)                               10,037   53.61   202,045     RSU   03/24/21(4)                           3,770           202,110         Estimated Future Payouts Under Non-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards                                   (a)   (b)   (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)     (k)     (l)   Name Award Type Grant Date   Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)     All Other Stock Awards: Number of Shares of Stock or Units (#)     All Other Option Awards: Number of Securities Underlying Options (#)     Exercise or Base Price of Option Awards ($/Sh)     Grant Date Fair Value of Stock and Option Awards ($)(5)   Dillon Annual Incentive 03/22/23(1)     650,000       2,600,000       5,200,000                                                             PSU 03/22/23(2)                             30,166       120,664       241,328                               4,800,014     Transformation PSU 03/22/23(2)                             60,291       137,024                                       5,354,898     Stock Option 03/22/23(3)                                                             113,571       39.08       1,600,011     RSU 03/22/23(4)                                                     40,942                       1,600,013   Baughn Annual Incentive 06/12/23(1)     88,551       354,205       708,410                                                             PSU 06/12/23(2)                             5,858       23,432       46,863                               637,819     Stock Option 06/12/23(3)                                                             29,005       26.74       260,008     RSU 06/12/23(4)                                                     9,724                       260,020     Sign-on RSU 06/12/23(4)                                                     22,440                       600,046   Bracken Annual Incentive 03/22/23(1)     236,732       946,926       1,893,852                                                             PSU 03/22/23(2)                             7,402       29,607       59,213                               1,177,766     Stock Option 03/22/23(3)                                                             27,866       39.08       392,582     RSU 03/22/23(4)                                                     10,046                       392,598   Rodgers Annual Incentive 03/22/23(1)     200,000       800,000       1,600,000                                                             PSU 03/22/23(2)                             6,788       27,150       54,299                               1,080,027     Stock Option 03/22/23(3)                                                             25,554       39.08       360,010     RSU 03/22/23(4)                                                     9,212                       360,005   Reeves Annual Incentive 03/22/23(1)     84,375       337,500       675,000                                                             PSU 03/22/23(2)                             2,037       8,145       16,290                               324,008     Stock Option 03/22/23(3)                                                             7,666       39.08       108,001     RSU 03/22/23(4)                                                     2,764                       108,017   Higginbotham Annual Incentive 03/22/23(1)     72,090       288,363       576,726                                                             PSU 03/22/23(2)                             1,509       6,034       12,067                               240,033     Stock Option 03/22/23(3)                                                             5,679       39.08       80,007     RSU 03/01/23(4)                                                     4,055                       175,014     RSU 03/22/23(4)                                                     2,048                       80,036     RSU 10/16/23(4)                                                     9,175                       200,015   2024 PROXY STATEMENT 68     74     Foot Locker, Inc. 2022 Proxy Statement 75   EXECUTIVE COMPENSATIONExECuTIvE COmPEnSATIOn   (1) Annual Incentive Awards   The amounts in columns (c), (d), and (e) reflect the payment levels at threshold, target, and maximum performance for the 2021 fiscal yearFiscal 2023 under the Annual Incentive Plan and reflect the potential amounts to be paid at the end of the period if the applicable performance goals are achieved. The estimated annual incentive payouts are based on a percentage of the NEO’s base salary rate, as shown in the table below:   Threshold Target Maximum   Threshold   Target   Maximum   Name (%)   (%)   (%)   (%)   Johnson 50 200 400 Page(A), Martin, and Gray 18.75 75 150 Dillon   50     200     400   Baughn(A)   21.25     85     170   Bracken(B) 18.75 75 150   27.50     110     220   25 100 200 Rodgers   25     100     200   Reeves   18.75     75     150   Higginbotham   12.5     50     100     (A) Mr. PageBaughn joined the Company as Executive Vice President and Chief Financial Officer in April 2021.June 2023. His target Annual Incentive Award was prorated for the 20212023 performance period. (B) period based on actual, but not less than target, performance. On March 27, 2024, the HCC Committee approved an amendment to Mr. Bracken served as ExecutiveBaughn’s offer letter to reduce such guaranteed prorated Annual Incentive Plan award by an amount equal to the negative discretion exercised by the HCC Committee for all participants levels Vice President and Chief Executive Officer–North America until November 2021. His target award was set at 75% of his base salary rate at that time. Mr. Bracken was promotedabove, including the NEOs, with respect to Executive Vice President and Chief Operating Officer in November 2021. His target award was set at 100% of his base salary rate at that time. His target Annual Incentive Award was prorated for the 2021 performance period.NPS (20%).   Although Ms. Peters and Mr. Talwar participated inPage’s employment terminated prior to the Company granting the Annual Incentive Plan in 2021, they were not eligible to receive a payment under the plan because their employment terminated prior to the completion of the plan year.2023.   (2) PSU Awards   For Mr. Page,each of the NEOs, provided the preliminary performance goals for the 2020-21 long-term2023-25 performance period are achieved, the preliminary PSU payout will be adjusted by a TSR modifier to represent the Company’s TSR percent rank over a three-year performance period commencing at the beginning of Fiscal 2023 relative to the PSUs would be subjectcompanies in the S&P 1500 Specialty Index, such that it is multiplied by between 75% for TSR below the 30th percentile to a time-based, one-year vesting period125% for TSR above the 80th percentile. The HCC Committee will determine whether preliminary payouts have been earned following the end of Fiscal 2024, which will be adjusted by a TSR modifier following the end of Fiscal 2025. For any awards earned for the 2023-25 performance period, payment will be made to participating executives in 2026, following the completion of a one-year vesting period. Columns (f), (g), and (h) reflect the number of PSUs that would be paid out at threshold, target, and maximum performance if the applicable performance goals are achieved for the 2020-212023-25 performance period. The threshold, target, and maximum number of PSUs for Mr. Pageeach NEO were calculated based on the Monte Carlo valuation as of the grant date on the basisdate. The Monte Carlo valuation as of that day’s closing stock price of a share of Common Stock. The closing price on the grant date of AprilMarch 22, 2023 for each of the NEOs other than Mr. Baughn was $39.78. The Monte Carlo valuation as of the grant date of June 12, 20212023 for Mr. PageBaughn was $59.73.$27.22. Similarly, the grant date fair value of the PSUs areis based on the closing stock priceMonte Carlo valuation on the associated grant date. The actual number of PSUs paid out will be based on the Company’s performance compared to targets. The value of the PSUs received by Mr. Page will depend upon the Company’s stock price on the payment date in 2023. No dividends are paid or accrued in connection with the PSUs. The aggregate payout in stock at threshold, target,targets and maximum performance for Mr. Page is based on a percentage of his base salary rate in the second year of the performance period. The PSU award values for the 2020-21 performance period for Mr. Page at threshold, target, and maximum performance are listed in the following table:   Threshold Target Maximum Name ($) ($) ($) Page(A) 55,692 222,769 445,537 (A) Mr. Page joined the Company as Executive Vice President and Chief Financial Officer in April 2021. His PSU award was prorated for the 2020-21 performance period. For each of the NEOs, provided the performance goals for the 2021-22 long-term performance period are achieved, the payout of the PSUs would be subject to a time-based, one-year vesting period following the end of the performance period. Columns (f), (g), and (h) reflect the number of PSUs that would be paid out at threshold, target, and maximum performance if the applicable performance goals are achieved for the 2021-22 performance period. The threshold, target, and maximum number of PSUs for each NEO were calculated on the grant date on the basis of that day’s closing stock price of a share of Common Stock. The closing price on the grant date of March 24, 2021 for each of the NEOs other than Mr. Page was $53.61, and the closing price on the grant date of April 12, 2021 for Mr. Page was $59.73. Similarly, the grant date fair value of the PSUs are based on the closing stock price on the associated grant date. The actual number of PSUs paid out will be based on the Company’s performance compared to targets.TSR. The value of the PSUs received by an NEO will depend upon the Company’s stock price on the payment date in 2024.2026. No dividends are paid or accrued in connection with the PSUs. The aggregate payout in stock at threshold, target, and maximum performance for each of the NEOs is based on a percentage of their base salary rate in the first year of the performance period. The PSU award values for the 2021-222023-25 performance period for the NEOs at threshold, target, and maximum performance are listed in the following table:     Threshold Target Maximum Name ($) ($) ($) Johnson 1,207,500 4,830,000 9,660,000 Page(A) 124,880 499,519 999,037 Bracken 149,405 597,620 1,195,240 Martin and Gray 146,063 584,250 1,168,500 Talwar(B) 151,543 606,173 1,212,346     Threshold     Target     Maximum   Name   ($)     ($)     ($)   Dillon     1,200,000       4,800,000       9,600,000   Baughn(A)     159,449       637,796       1,275,592   Bracken     294,435       1,177,740       2,355,480   Rodgers     270,000       1,080,000       2,160,000   Reeves(B)     81,000       324,000       648,000   Higginbotham     60,000       240,000       480,000     (A) Mr. PageBaughn joined the Company as Executive Vice President and Chief Financial Officer in April 2021.June 2023. His PSU award was prorated for the 2021-222023-25 performance period.   (B) Mr. Talwar forfeited Ms. Reeves will forfeit this PSU award in connection with the termination of hisher employment.   76 Mr. Page’s employment terminated prior to the Company granting PSU awards in connection with the 2023-25 performance period.     Foot Locker, Inc.   EXECUTIVE COMPENSATIONMs. Dillon also received a transformation PSU award with an initial value of $5,000,000, which was converted into 137,024 shares based on the closing stock price on August 24, 2022 of $36.49 per share. Under GAAP accounting rules, a grant date value for accounting purposes was established when the performance targets were approved by the HCC Committee on March 22, 2023 and the closing stock price was $39.08. The transformation PSU award will vest based on three years of continued employment and the achievement of certain performance targets. The values of the transformation PSU award for the 2023-25 performance period for Ms. Dillon at threshold and target performance (which represents the maximum payout) are listed in the following table:       Threshold     Target   Name   ($)     ($)   Dillon     2,356,155       5,354,898   (3) Stock Option Awards   The amounts in column (j) reflect the number of stock options awarded for the 2021 fiscal yearin Fiscal 2023 under the Stock Incentive Plan. The exercise price reflected in column (k) is equal to the closing price of a share of Common Stock on the grant date. In general, no portion of any stock option may be exercised until the first anniversary of its grant date. Vested options may be exercised for ten years following the grant date, unless the option is cancelled or exercised sooner. If the NEO retires, becomes disabled, or dies while employed by the Company or one of its subsidiaries, all unexercised options that are then exercisable and those options that would have become exercisable on the next anniversary of the grant date will remain (or become) exercisable as of that date. Options granted in 20212023 will become exercisable upon a participant’s termination of employment on or within 24 months following a Change in Control. In general, options may remain exercisable for up to three years following a participant’s retirement or termination due to disability, and for up to one year for any other termination of employment for reasons other than cause.     69   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn The vesting schedules for the stock options granted to the NEOs in 20212023 are as follows:       Shares Vest Date: Shares Vest Date: Shares Vest Date: Shares Name Grant Date (#)   (#)   (#)   (#) Johnson 03/24/21 79,971 03/24/22: 26,657 03/24/23: 26,657 03/24/24: 26,657 Page 04/13/21 8,333 04/13/22: 2,777 04/13/23: 2,778 04/13/24: 2,778 Bracken 03/24/21 9,895 03/24/22: 3,298 03/24/23: 3,298 03/24/24: 3,299 Martin and Gray 03/24/21 9,674 03/24/22: 3,224 03/24/23: 3,225 03/24/24: 3,225 Talwar 03/24/21 10,037 03/24/22: * 03/24/23: * 03/24/24: * Name Grant Date   Shares (#)   Vest Date:     Shares (#)   Vest Date:     Shares (#)   Vest Date:     Shares (#)   Dillon 03/22/23     113,571   03/22/24:     37,857   03/22/25:     37,857   03/22/26:     37,857   Baughn 06/12/23     29,005   06/12/24:     9,668   06/12/25:     9,668   06/12/26:     9,669   Bracken 03/22/23     27,866   03/22/24:     9,288   03/22/25:     9,289   03/22/26:     9,289   Rodgers 03/22/23     25,554   03/22/24:     8,518   03/22/25:     8,518   03/22/26:     8,518   Reeves 03/22/23     7,666   03/22/24:     2,555   03/22/25:     *   03/22/26:     *   Higginbotham 03/22/23     5,679   03/22/24:     1,893   03/22/25:     1,893   03/22/26:     1,893   * Unvested portion of stock option award cancelled upon termination of employment. Mr. Page’s employment terminated prior to the Company granting the stock option awards in 2023.   * Unvested portion of stock option award cancelled upon termination of employment. (4) RSU Awards   The amounts in column (i) reflect the number of RSUs awarded for the 2021 fiscal yearFiscal 2023 under the Stock Incentive Plan. The awards will vest according to the schedules below, provided that the NEO remains employed by the Company through the vesting date. No dividends are paid or accrued for RSU awards.       Shares     Name Grant Date (#)  (#) Vest Date Johnson Dillon 03/24/21 30,032  03/22/23 40,942 03/24/2422/26 Page 04/12/21 4,185  06/12/23 04/ 9,350 06/12/2224 Baughn 06/12/23 13,090 06/12/25   04/12/21 4,186  06/12/23 04/ 9,724 06/12/26 Bracken 03/22/23 10,046 03/22/26 Rodgers 03/22/23 9,212 03/22/26 Reeves(A) 03/22/23 2,764 03/22/26 03/01/23 2,027 03/01/24   04/12/21 4,186  03/01/23 04/12/24 2,028 03/02/25 Higginbotham 03/22/23 2,048 03/22/26   04/13/21 3,168  10/16/23 04/13/24 Bracken 03/24/21 3,716 2,294 03/24/ 10/16/24   11/16/21 10,661  10/16/23 11/ 6,881 10/16/2425 Martin 03/24/21 3,633  03/24/24   11/16/21 (A) 3,554  11/16/24 Gray 03/24/21 3,633  03/24/24 11/16/21 5,331  11/16/24 Talwar 03/24/21 3,770* 03/24/24 * Mr. Talwar forfeited Ms. Reeves will forfeit these RSU awards in connection with the termination of hisher employment.   Mr. Page’s employment terminated prior to the Company granting the RSU awards in 2023. (5) Grant Date Fair Value   The amounts in column (l) reflect the aggregate grant date fair values of the RSU, PSU, and stock option awards granted in 2021,2023, calculated in accordance with stock-based compensation accounting rules. A discussion of the assumptions used in computing the award values areis found in Note 21 to our financial statements in our Annual Report, which is available at investors.footlocker-inc.com/ar. For the RSUs, the fair values are calculated by multiplying the closing price of our Common Stock on the NYSE on the award date by the number of RSUs granted. For the PSUs, the fair value is calculated based upon the probable outcome of meeting the performance conditions at the target performance level and multiplying the number of PSUs that would be received at that level by the closing price of our Common StockMonte Carlo valuation on the grant date.date, which applies a risk-free interest rate and expected volatility assumptions. This is consistent with the estimate of the aggregate compensation cost to be recognized over the service period determined at the grant date under stock-based compensation accounting rules. For Ms. Dillon’s transformation PSU award in connection with the 2023-25 performance period, the fair value is calculated based upon the probable outcome of meeting the performance conditions at the target performance level and multiplying the number of PSUs that would be received at that level by the closing price of our Common Stock on March 22, 2023 when HCC Committee approved the performance goals. For the stock options, the values are calculated by multiplying the Black-Scholes value by the number of stock options awarded. All of these values, and corresponding grant dates, are shown in the table below.                 Stock Stock   RSUs RSUs RSUs RSUs PSUs PSUs Options Options   03/24/21 04/12/21 04/13/21 11/16/21 03/24/21 04/12/21 03/24/21 04/13/21 Name ($) ($) ($) ($) ($) ($) ($) ($) Johnson and Talwar 53.61 – – – 53.61 – 20.13 – Page – 59.73 58.25 – – 59.73 – 22.14 Bracken, Martin, and Gray 53.61 – – 56.28 53.61 – 20.13 –                                                     Stock     Stock       RSUs     RSUs     RSUs     RSUs     PSUs     PSUs     Options     Options       03/1/23     03/22/23     06/12/23     10/16/23     03/22/23     06/12/23     03/22/23     06/12/23   Name   ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)   Dillon, Bracken, Rodgers, and Reeves     —       39.08       —       —       39.78       —       14.09       —   Baughn     —       —       26.74       —       —       27.22       —       8.96   Higginbotham     43.16       39.08       —       21.80       39.78       —       14.09       —     Assuming the maximum performance level, the grant date fair value of the PSUs granted for the long-term performance period of 2020-212023-25 would be $445,537$9,600,000 for Ms. Dillon; $1,275,592 for Mr. Page, and for the long-term performance period of 2021-22, would be $9,660,000 for Mr. Johnson; $999,037 for Mr. Page; $1,195,240Baughn; $2,355,480 for Mr. Bracken; $1,168,500$2,160,000 for Mr. Martin, $1,168,500Rodgers; $648,000 for Ms. Reeves; and $480,000 for Mr. Gray, and $1,212,346Higginbotham. Also, assuming the maximum performance level, the grant date fair value of the transformation PSU award for Mr. Talwar.the 2023-25 performance period would be $5,354,898 for Ms. Dillon.   2022 Proxy Statement2024 PROXY STATEMENT 7770       EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION ExECuTIvE COmPEnSATIOn   OUTSTANDING EQUITY AWARDS AT FISCAL 20212023 YEAR-END   The following table shows the number of outstanding stock options, both vested and unvested, the number of unvested shares of RSUs, and the number of PSUs, both earned but unvested and unearned, held by the NEOs at the end of the 2021 fiscal year:Fiscal 2023:       Option Awards     Stock Awards   (a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)   Name   Number of Securities Underlying Unexercised Options Exercisable (#)(1)     Number of Securities Underlying Unexercised Options Unexercisable (#)(1)     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#)(2)     Market Value of Shares or Units of Stock That Have Not Vested ($)(3)     Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3)   Dillon     18,134       36,269       —       36.49     08/24/2032       —       —       —       —         —       113,571       —       39.08     03/22/2033       19,636       579,458       —       —         —       —       —       —       —       40,942       1,208,198       —       —         —       —       —       —       —       54,810       1,617,443       —       —         —       —       —       —       —       —       —       30,166       890,199         —       —       —       —       —       —       —       23,399       690,504         —       —       —       —       —       —       —       137,024       4,043,578   Baughn     —       29,005       —       26.74     06/12/2033       —       —       —       —         —       —       —       —       —       9,724       286,955       —       —         —       —       —       —       —       22,440       662,204       —       —         —       —       —       —       —       —       —       5,858       172,870   Bracken     934       —       —       45.08     03/26/2024       —       —       —       —         1,250       —       —       62.11     03/25/2025       —       —       —       —         6,336       —       —       63.79     03/23/2026       —       —       —       —         6,419       —       —       72.83     03/22/2027       —       —       —       —         4,049       —       —       44.78     03/28/2028       —       —       —       —         4,365       —       —       58.94     03/27/2029       —       —       —       —         14,922       —       —       21.60     03/25/2030       —       —       —       —         6,596       3,299       —       53.61     03/24/2031       —       —       —       —         11,870       23,742       —       30.98     03/23/2032       —       —       —       —         —       27,866       —       39.08     03/22/2033       —       —       —       —         —       —       —       —       —       3,716       109,659       —       —         —       —       —       —       —       10,046       296,457       —       —         —       —       —       —       —       10,661       314,606       —       —         —       —       —       —       —       11,984       353,648       —       —         —       —       —       —       —       21,850       644,794       —       —         —       —       —       —       —       27,405       808,722       —       —         —       —       —       —       —       —       —       7,402       218,433         —       —       —       —       —       —       —       9,491       280,079   Rodgers     4,576       9,152       —       39.17     12/01/2032       —       —       —       —         —       25,554       —       39.08     03/22/2033       —       —       —       —         —       —       —       —       —       5,106       150,678       —       —         —       —       —       —       —       9,212       271,846       —       —         —       —       —       —       —       —       —       3,950       116,565         —       —       —       —       —       —       —       6,788       200,314           Option Awards               Stock Awards     (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j) Name   Number of Securities Underlying Unexercised Options Exercisable(1) (#)   Number of Securities Underlying Unexercised Options Unexercisable(1) (#)   Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)   Option Exercise Price ($)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)(2)   Market Value of Shares or Units of Stock That Have Not Vested ($)(3)   Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) Johnson   49,000   –   –   30.92   03/21/2022   –   –   –   –     47,000   –   –   34.24   03/28/2023   –   –   –   –     37,000   –   –   45.08   03/26/2024   –   –   –   –     55,000   –   –   56.35   12/01/2024   –   –   –   –     207,900   –   –   62.11   03/25/2025   –   –   –   –     139,380   –   –   63.79   03/23/2026   –   –   –   –     141,207   –   –   72.83   03/22/2027   –   –   –   –     91,093   –   –   44.78   03/28/2028   –   –   –   –     46,552   23,277   –   58.94   03/27/2029   –   –   –   –     79,582   159,164   –   21.60   03/25/2030   –   –   –   –     –   79,971   –   53.61   03/24/2031   –   –   –   –     –   –   –   –   –   20,360   904,595   –   –     –   –   –   –   –   30,032   1,334,322   –   –     –   –   –   –   –   55,556   2,468,353   –   –     –   –   –   –   –   –   –   180,191   8,005,886     –   –   –   –   –   –   –   186,782   8,298,724 Page   –   8,333   –   58.25   04/13/2031   –   –   –   –     –   –   –   –   –   3,168   140,754   –   –     –   –   –   –   –   12,557   557,908   –   –     –   –   –   –   –   –   –   7,460   331,448     –   –   –   –   –   –   –   16,726   743,136   78  71   Foot Locker, Inc. 2022 Proxy Statement 79     EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION         Option Awards               Stock Awards     (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j)                 Name       Number of Securities Underlying Unexercised Options Exercisable(1) (#)       Number of Securities Underlying Unexercised Options Unexercisable(1) (#)     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)             Option Exercise Price ($)               Option Expiration Date       Number of Shares or Units of Stock That Have Not Vested (#)(2)         Market Value of Shares or Units of Stock That Have Not Vested ($)(3)   Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) Bracken   934   –   –   45.08   03/26/2024   –   –   –   –     1,250   –   –   62.11   03/25/2025   –   –   –   –     6,336   –   –   63.79   03/23/2026   –   –   –   –     6,419   –   –   72.83   03/22/2027   –   –   –   –     4,049   –   –   44.78   03/28/2028   –   –   –   –     2,910   1,455   –   58.94   03/27/2029   –   –   –   –     4,974   9,948   –   21.60   03/25/2030   –   –   –   –     –   9,895   –   53.61   03/24/2031   –   –   –   –     –   –   –   –   –   1,273   56,559   –   –     –   –   –   –   –   3,473   154,305   –   –     –   –   –   –   –   3,716   165,102   –   –     –   –   –   –   –   10,661   473,668   –   –     –   –   –   –   –   –   –   17,987   799,162     –   –   –   –   –   –   –   22,296   990,611 Martin   17,442   –   –   55.02   06/13/2026   –   –   –   –     14,442   –   –   72.83   03/22/2027   –   –   –   –     9,110   –   –   44.78   03/28/2028   –   –   –   –     7,759   3,880   –   58.94   03/27/2029   –   –   –   –     13,263   26,528   –   21.60   03/25/2030   –   –   –   –     –   9,674   –   53.61   03/24/2031   –   –   –   –     –   –   –   –   –   3,394   150,795   –   –     –   –   –   –   –   3,554   157,904   –   –     –   –   –   –   –   3,633   161,414   –   –     –   –   –   –   –   9,260   411,422   –   –     –   –   –   –   –   –   –   21,797   968,441     –   –   –   –   –   –   –   22,050   979,682 80     Foot Locker, Inc. 2022 Proxy Statement 81 EXECUTIVE COMPENSATION EXECUTIVE COMPENSATION         Option Awards               Stock Awards     (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i)   (j) Name       Number of Securities Underlying Unexercised Options Exercisable(1) (#)       Number of Securities Underlying Unexercised Options Unexercisable(1) (#)     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)             Option Exercise Price ($)               Option Expiration Date       Number of Shares or Units of Stock That Have Not Vested (#)(2)         Market Value of Shares or Units of Stock That Have Not Vested ($)(3)   Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) Gray   1,400   –   –   45.08   03/26/2024   –   –   –   –     2,500   –   –   62.11   03/25/2025   –   –   –   –     6,336   –   –   63.79   03/23/2026   –   –   –   –     6,419   –   –   72.83   03/22/2027   –   –   –   –     25,606   –   –   34.75   10/02/2027   –   –   –   –     6,073   –   –   44.78   03/28/2028   –   –   –   –     2,910   1,455   –   58.94   03/27/2029   –   –   –   –     4,974   9,948   –   21.60   03/25/2030   –   –   –   –     –   9,674   –   53.61   03/24/2031   –   –   –   –     –   –   –   –   –   1,273   56,559   –   –     –   –   –   –   –   3,473   154,305   –   –     –   –   –   –   –   3,633   161,414   –   –     –   –   –   –   –   5,331   236,856   –   –     –   –   –   –   –   –   –   19,849   881,891     –   –   –   –   –   –   –   21,797   968,441 Peters   34,000   –   –   45.08   03/26/2024   –   –   –   –     32,000   –   –   62.11   03/25/2025   –   –   –   –     28,510   –   –   63.79   03/23/2026   –   –   –   –     32,093   –   –   72.83   03/22/2027   –   –   –   –     20,243   –   –   44.78   03/28/2028   –   –   –   –     14,548   –   –   58.94   03/27/2029   –   –   –   –     33,159   –   –   21.60   03/25/2030   –   –   –   –     –   –   –   –   –   –   –   21,817   969,329 Talwar   18,166   –   –   67.07   09/23/2026   –   –   –   –     19,256   –   –   72.83   03/22/2027   –   –   –   –     12,146   –   –   44.78   03/28/2028   –   –   –   –     9,698   –   –   58.94   03/27/2029   –   –   –   –     13,079   –   –   21.60   03/25/2030   –   –   –   – 82     Foot Locker, Inc. 2022 Proxy Statement 83 executive compensationExECuTIvE COmPEnSATIOn       Option Awards     Stock Awards   (a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)     (j)   Name   Number of Securities Underlying Unexercised Options Exercisable (#)(1)     Number of Securities Underlying Unexercised Options Unexercisable (#)(1)     Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)     Option Exercise Price ($)     Option Expiration Date     Number of Shares or Units of Stock That Have Not Vested (#)(2)     Market Value of Shares or Units of Stock That Have Not Vested ($)(3)     Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(2)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3)   Reeves     —       7,666       —       39.08     03/22/2033       —       —       —       —         —       —       —       —       —       583       17,204       —       —         —       —       —       —       —       2,764       81,566       —       —         —       —       —       —       —       4,842       142,887       —       —         —       —       —       —       —       —       —       2,037       60,112   Higginbotham     —       5,679       —       39.08     03/22/2033       —       —       —       —         —       —       —       —       —       2,048       60,436       —       —         —       —       —       —       —       2,421       71,444       —       —         —       —       —       —       —       4,055       119,663       —       —         —       —       —       —       —       9,175       270,754       —       —         —       —       —       —       —       —       —       1,509       44,531   (1) The Vesting Schedules for the options shown in columns (b) and (c) are as follows:   Name Total Securities Underlying Unexercised Options (#) Grant Date Vesting Date for ⅓ of Total Grant Vesting Date for ⅓ of Total Grant Vesting Date for ⅓ of Total Grant Vesting Date for ⅓ of Total Grant Johnson Dillon 49,000 03/21/2012 03/21/201354,403 03/21/2014 03/21/2015 08/24/2022 08/19/2023 08/19/2024 08/19/2025   47,000 03/28/2013 03/28/2014113,571 03/28/2015 03/28/201622/2023 03/22/2024 03/22/2025 03/22/2026   37,000 03/26/2014 03/26/2015 03/26/2016 03/26/2017   55,000167,974 12/01/2014 12/01/2015 12/01/2016 12/01/2017   207,900 03/25/2015 03/25/2016 03/25/2017 03/25/2018   139,380 03/23/2016 03/23/2017 03/23/2018 03/23/2019   141,207 03/22/2017 03/22/2018 03/22/2019 03/22/2020 91,093 03/28/2018 03/28/2019 03/28/2020 03/28/2021 69,829 03/27/2019 03/27/2020 03/27/2021 03/27/2022 238,746 03/25/2020 03/25/2021 03/25/2022 03/25/2023 79,971 03/24/2021 03/24/2022 03/24/2023 03/24/2024 1,156,126         Page Baughn 8,333 04/13/2021 04/13/202229,005 04/13/2023 04/13/ 06/12/2023 06/12/2024 06/12/2025 06/12/2026   8,333 29,005         Bracken 934 03/26/2014 03/26/2015 03/26/2016 03/26/2017   1,250 03/25/2015 03/25/2016 03/25/2017 03/25/2018   6,336 03/23/2016 03/23/2017 03/23/2018 03/23/2019   6,419 03/22/2017 03/22/2018 03/22/2019 03/22/2020   4,049 03/28/2018 03/28/2019 03/28/2020 03/28/2021   4,365 03/27/2019 03/27/2020 03/27/2021 03/27/2022   14,922 03/25/2020 03/25/2021 03/25/2022 03/25/2023   9,895 03/24/2021 03/24/2022 03/24/2023 03/24/2024   48,170 35,612 03/23/2022 03/23/2023 03/23/2024 03/23/2025 27,866 03/22/2023 03/22/2024 03/22/2025 03/22/2026 111,648         Gray Rodgers 1,400 03/26/2014 03/26/201513,728 03/26/2016 03/26/2017 12/01/2022 12/01/2023 12/01/2024 12/01/2025   2,500 03/25/2015 03/25/201625,554 03/25/2017 03/25/201822/2023 03/22/2024 03/22/2025 03/22/2026   6,336 03/23/2016 03/23/2017 03/23/2018 03/23/2019   6,41939,282 03/22/2017 03/22/2018 03/22/2019 03/22/2020   25,606 10/02/2017 10/02/2018 10/02/2019 10/02/2020   6,073 03/28/2018 03/28/2019 03/28/2020 03/28/2021   4,365 03/27/2019 03/27/2020 03/27/2021 03/27/2022 14,922 03/25/2020 03/25/2021 03/25/2022 03/25/2023 9,674 03/24/2021 03/24/2022 03/24/2023 03/24/2024 77,295         Martin Reeves 17,442 06/13/2016 06/13/20177,666 06/13/2018 06/13/2019 03/22/2023 03/22/2024 * *   14,442 03/22/2017 03/22/2018 03/22/2019 03/22/2020   9,110 03/28/2018 03/28/2019 03/28/2020 03/28/2021 11,639 03/27/2019 03/27/2020 03/27/2021 03/27/2022 39,791 03/25/2020 03/25/2021 03/25/2022 03/25/2023 9,674 03/24/2021 03/24/2022 03/24/2023 03/24/2024 102,0987,666         84  Foot Locker, Inc.   executive compensation Name Total Securities Underlying Unexercised Options (#) Grant Date Vesting Date for ⅓ of Total Grant Vesting Date for ⅓ of Total Grant Vesting Date for ⅓ of Total Grant Peters 34,000 03/26/2014 03/26/2015 03/26/2016 03/26/2017   32,000 03/25/2015 03/25/2016 03/25/2017 03/25/2018 28,510 03/23/2016 03/23/2017 03/23/2018 03/23/2019 32,093 03/22/2017 03/22/2018 03/22/2019 03/22/2020 20,243 03/28/2018 03/28/2019 03/28/2020 03/28/2021 14,548 03/27/2019 03/27/2020 03/27/2021 03/27/2022 33,159 03/25/2020 03/25/2021 03/25/2022 * 194,553         Talwar Higginbotham 18,166 09/23/2016 09/23/20175,679 09/23/2018 09/23/2019 03/22/2023 03/22/2024 03/22/2025 03/22/2026   19,256 03/22/2017 03/22/2018 03/22/2019 03/22/2020   12,146 03/28/2018 03/28/2019 03/28/2020 03/28/2021 9,698 03/27/2019 03/27/2020 03/27/2021 * 13,079 03/25/2020 03/25/2021 * * 72,3455,679         * Unvested portion of stock option award cancelled upon termination of employment.   2022 Proxy Statement 85 executive compensation* Unvested portion of stock option award cancelled upon termination of employment.   2024 PROXY STATEMENT 72   ExECuTIvE COmPEnSATIOn (2) The vesting dates for the RSU awards and earned PSUs shown in column (g) and the PSUs shown in column (i) are set forth in the table below. The PSUs shown in column (i) consist of (a) PSUs granted in 20202022 for the 2020-212022-24 performance period; and (b) PSUs granted in 20212023 that will be earned only if the threshold performance goals for the 2021-222023-25 performance period are achieved (and, if earned, will vest in 2024)2026).   Name Grant Date Type of Award Shares (#) Vesting Date Johnson Dillon 03/27/2019 RSU 08/24/2022 20,360 03/27/2022  RSU 19,636 08/19/2025   03/25/2020 RSU 08/24/2022 55,556 03/25/2023  RSU 54,810 08/19/2025   11/17/2020 PSU 08/24/2022 186,782 PSU 23,399 03/25/2023 23/2025   03/24/2021 RSU 03/22/2023 30,032 RSU 40,942 03/24/2024 22/2026   03/24/2021 PSU 03/22/2023 180,191 03/24/2024  Page PSU 04/12/2021 RSU 4,185 04/12/2022 30,166 03/22/2026   04/12/2021 RSU 03/22/2023 4,186 04/ PSU 137,024 03/22/2026 Baughn 06/12/2023 RSU 9,350 06/12/2024   04/12/2021 RSU 06/12/2023 4,186 04/ RSU 13,090 06/12/2024 2025   04/12/2021 PSU 06/12/2023 7,460 03/25/2023  RSU 9,724 06/12/2026   04/12/2021 PSU 06/12/2023 16,726 PSU 5,858 06/12/2026 Bracken 03/24/2021 RSU 3,716 03/24/2024   04/13/2021 RSU 11/16/2021 3,168 04/13/2024  Bracken RSU 03/27/2019 RSU 1,273 03/27/2022 10,661 11/16/2024   03/25/2020 RSU 03/24/2021 3,473 PSU 21,850 03/25/2023 24/2024   11/17/2020 PSU 03/23/2022 17,987 RSU 11,984 03/25/2023 23/2025   03/24/2021 RSU 03/23/2022 3,716 PSU 9,491 03/24/2024 23/2025   11/16/2021 RSU 08/24/2022 10,661 11/16/2024  RSU 27,405 08/24/2025   03/24/2021 PSU 03/22/2023 22,296 03/24/2024  Martin RSU 03/27/2019 RSU 3,394 10,046 03/27/2022 22/2026   03/25/2020 RSU 03/22/2023 9,260 PSU 7,402 03/25/2023 22/2026 Rodgers 12/01/2022 RSU 5,106 12/01/2025   11/17/2020 PSU 12/01/2022 22,050 03/25/2023  PSU 3,950 12/01/2025   03/24/2021 RSU 03/22/2023 3,633 RSU 9,212 03/24/2024 22/2026   03/22/2023 PSU 6,788 03/22/2026 Reeves 03/24/2021 PSU 21,797 RSU 583 03/24/2024   11/16/2021 RSU 03/23/2022 3,554 11/16/2024  Gray RSU 03/27/2019 RSU 1,273 4,842 (A) 03/27/2022 23/2025   03/25/2020 RSU 03/22/2023 3,473 RSU 2,764 (A) 03/25/2023 22/2026   11/17/2020 PSU 03/22/2023 19,849 PSU 2,037 (A) 03/25/2023 22/2026 Higginbotham 03/23/2022 RSU 2,421 03/23/2025   03/24/2021 RSU 03/01/2023 3,633 RSU 2,027 03/24/01/2024   03/24/2021 PSU 03/01/2023 21,797 RSU 2,028 03/24/2024 01/2025   11/16/2021 RSU 03/22/2023 5,331 11/16/2024  RSU 2,048 03/22/2026 Peters 11/17/2020 PSU 03/22/2023 21,817 PSU 1,509 03/25/2023*22/2026 10/16/2023 RSU 2,294 10/16/2024 10/16/2023 RSU 6,881 10/16/2025   * (A) Due to Ms. Peters’s retirementReeves will forfeit this award in 2021, she earnedconnection with the pro rata portiontermination of her PSU award for the 2020-21 performance period, as shown in the table, which will be paid to her at the same time as the payouts to the other NEOs in 2023.employment.     73   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn (3) Values in columns (h) and (j) calculated by multiplying the number of unvested RSUs and PSUs, as applicable, by the closing price of $44.43$29.51 on January 28, 2022,February 2, 2024, which was the last business day of the 2021 fiscal year.Fiscal 2023. The values shown in column (h) and (j) for the PSUs are based on:   ► the number of PSUs at maximumactual performance for the 2020-21 long-term2021-22 performance period, which will vest in March 2023; and2024;   ► the number of PSUs at threshold performance for the 2022-24 performance period, which were not earned following the end of Fiscal 2023 because threshold performance for the 2022-24 performance period was not achieved; and ► the number of PSUs that may be earned at maximumthreshold performance for the 2021-22 long-term2023-25 performance period, which, if earned, will vest in March 2024.2026.   86     Foot Locker, Inc. executive compensation OPTION EXERCISES AND STOCK VESTED IN FISCAL 20212023   The following table provides information on the stock options exercised by, and RSU awards vested for, the NEOs during 2021:2023:     Options Awards   Stock Awards (a) (b)   (c)   (d) (e) Name Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Johnson –   – 25,123 1,405,632 Bracken –   – 1,934 106,295 Martin –   – 19,579 993,831 Gray –   – 2,492 131,515 Peters 86,000 (1) 2,728,426 18,236 1,029,409 Talwar 3,500   148,474 7,433 406,323 (1) Represents shares acquired upon the exercise of stock options by Ms. Peters after her retirement in 2021.     Options Awards     Stock Awards                                     (a)   (b)     (c)     (d)     (e)   Name   Number of Shares Acquired on Exercise (#)     Value Realized on Exercise ($)     Number of Shares Acquired on Vesting (#)     Value Realized on Vesting ($)   Bracken     –       –       3,473       131,905     PENSION BENEFITS IN FISCAL 20212023   The table below provides the present value of the accumulated benefit payable to each of the NEOsMr. Bracken and the years of service credited to each of themhim under the Retirement Plan and the Excess Cash Plan, and the SERP, as applicable, determined using interest rate and mortality rate assumptions consistent with those used in our 20212023 financial statements. None of the remaining NEOs participated in the Retirement Plan or the Excess Cash Plan.   (a) (b) (c) (d) (e) Name Plan Name Number of Years Credited Service (#)(1) Present Value of Accumulated Benefit ($)(1) Payments During Last Fiscal Year ($) Johnson Retirement Plan 23 286,813 –   Excess Cash Plan 23 1,416,715 –   SERP 19 4,063,958 –       5,767,486 – Bracken Retirement Plan 9 80,850 –   Excess Cash Plan 9 57,121 –       137,971 – Martin Retirement Plan 4 17,857 –   Excess Cash Plan 4 19,175 –   SERP 6 434,349 –       471,381 – 2022 Proxy Statement 87 executive compensation (a) (b) (c) (d) (e) Name Plan Name Number of Years Credited Service (#)(1) Present Value of Accumulated Benefit ($)(1) Payments During Last Fiscal Year ($) Gray Retirement Plan 3(2) 62,420 –   Excess Cash Plan 3(2) 103,316 –       165,736 – Peters Retirement Plan 23 315,370 –   Excess Cash Plan 23 – 532,023   SERP 19 1,505,384 375,637       1,820,754 907,660 Talwar Retirement Plan 3 17,306 –   Excess Cash Plan 3 20,177 –   SERP 5(3) – –       37,483 – (a)   (b)   (c)     (d)     (e)   Name   Plan Name   Number of Years Credited Service (#)(1)     Present Value of Accumulated Benefit ($)(1)     Payments During Last Fiscal Year ($)   Bracken   Retirement Plan     9       66,235       —       Excess Cash Plan     9       42,935       —                     109,170       —     (1) In general, the present value of accumulated benefits was determined using the same measurement date (January 29, 2022)(February 3, 2024) and assumptions used for financial reporting purposes. The following key assumptions were used in calculating the values:   ► ASC 715 discount rate of 3.2%5.2% for the Retirement Plan and ASC 715 discount rate of 2.7%5.2% for the Excess Cash Plan and the SERP;Plan;   ► For the Retirement Plan and the Excess Cash Plan, retirement age is assumed to be 65; for the SERP, retirement age is assumed to be when age plus years of service equals 65 for participants in the plan on May 26, 2011 and for participants in the SERP after such date, when the participant reaches age 55 with 10 years of service;   ► Form of payment for the Retirement Plan is 80% lump sum and 20% single life annuity. Form of payment for the Excess Cash Plan is a lump sum and form of payment for the SERP is 12 quarterly installments; and sum. ► Ms. Peters’s SERP amount, and Mr. Talwar’s Retirement Plan, Excess Cash Plan, and SERP amounts, reflect no credited service for fiscal year 2021. (2) While Mr. Gray has participated in the Retirement Plan and the Excess Cash Plan for 3 years, his crediting rate was based on his 19 years of service in accordance with the plan. (3) The total benefit payable to Mr. Talwar under the SERP was forfeited when his employment was terminated.   The years of service for the SERP reflect the number of years that the NEO has been approved by the Human Capital Committee as a participant in that plan. 2024 PROXY STATEMENT 74   ExECuTIvE COmPEnSATIOn   DEFINED BENEFIT RETIREMENT PLANS   RETIREMENT PLAN   The Retirement Plan is a defined benefit plan with a cash balance formula, wherein each participant has anwhich takes into account for record keeping purposes only whichbase salary and Annual Incentive Plan awards in determining pension benefits, that covers eligible team members of the Company and substantially all of its U.S. subsidiaries who were at least 21 years old with one year of service before the Retirement Plan was frozen on December 31, 2019. The Retirement Plan takes into account only base salary and Annual Incentive Plan awards in determining pension benefits. Therefore, LTI Awards have no effect on the calculation of benefits or payments under this plan. Plan participants become fully vested in their benefits under this plan generally upon completion of three years of service or upon reaching normal retirement age (age 65) while actively employed. The Retirement Plan was frozen as of December 31, 2019 for new participants (including rehires), and for benefit accruals for participants with fewer than 11 years of benefit service. Participants with 11 or more years of benefit service as of December 31, 2019 will continuecontinued to earn credits annually for a three-year transition period ending December 31, 2022 under the cash balance formula based upon a percentage of the participant’s W-2 Compensation, as defined in the Retirement Plan. After this three-year transition period, compensationCompensation credits will no longer accrue. This percentage is determined based on the participant’s years of service with the Company as of the beginning of each calendar year. The following table shows the percentages of employees’ compensation used to determine credits for each of the years of service indicated: 88     Foot Locker, Inc. executive compensation Years of Service Percent of All W-2 Compensation (%) + Percent of W-2 Compensation Over $22,000 (%) < 6 1.10   0.55 6–10 1.50   0.75 11–15 2.00   1.00 16–20 2.70   1.35 21–25 3.70   1.85 26–30 4.90   2.45 31–35 6.60   3.30 > 35 8.90   4.45 All existing balances in participants’ accounts as of December 31, 2019 earn interest at the fixed rate of 6%, which is credited annually. At retirement or other termination of employment, an amount equal to the vested balance then credited to the account under the Retirement Plan is payable to the participant in the form of a qualified joint and survivor annuity (available to married participants) or a life annuity. The participant may elect, upon retirement, to waive the annuity form of benefit and receive benefits under the plan in an optional annuity form or an immediate or deferred lump sum, or, upon other termination of employment, in a lump sum. Additional optional forms of payment are available to participants who were participating in the Retirement Plan as of December 31, 1995. All U.S.-based team members and expatriate U.S. team members who met the eligibility requirements prior to the plan being frozen on December 31, 2019 including Messrs. Johnson, Bracken, Martin, and Gray, are participants in the Retirement Plan. Ms. Peters and Mr. Talwar were active participants prior to their termination of employment.Bracken is the only NEO who is a participant in the Retirement Plan.   EXCESS CASH PLAN   The IRC limits annual retirement benefits that may be paid to, and the compensation that may be taken into account in calculating benefits for, any person covered under a qualified retirement plan, such as the Retirement Plan. Accordingly, the Company has adopted the Excess Cash Plan for any person covered by the Retirement Plan whose annual retirement benefit, calculated in accordance with the terms of the Retirement Plan, exceedsexceeded the limitations of the IRC. The Excess Cash Plan is an unfunded, non-qualified benefit plan, under which the individual iswas paid the difference between the IRC limitations and the retirement benefit to which they would otherwise be entitled under the Retirement Plan. The Excess Cash Plan takes into account only base salary and Annual Incentive Plan awards in determining pension benefits. Therefore, LTI Awards have no effect on the calculation of benefits or payments under this plan. The Excess Cash Plan was frozen as of December 31, 2019 for new participants (including rehires), and for benefit accruals for participants with fewer than 11 years of benefit service. Participants with 11 or more years of benefit service as of December 31, 2019 will continuecontinued to earn credits annually for a three-year transition period ending December 31, 2022 under the cash balance formula based upon a percentage of the participant’s W-2 Compensation, as defined in the Retirement Plan. After this three-year transition period, compensationCompensation credits will no longer accrue. This percentageMr. Bracken is determined based on the participant’s years of service with the Company as of the beginning of each calendar year. The table above shows the percentages used to determine credits for each of the years of serviceonly NEO who is a participant in the Excess Cash Plan.   EARLY RETIREMENT ELIGIBILITY   The Retirement Plan provides for a reduced benefit payment to a participant who retires after reaching early retirement age but prior to normal retirement age. Early retirement age is defined under the Retirement Plan and the Excess Cash Plan as age 55 with at least 5 years of vesting service. Mr. Johnson isBracken, the only NEO who is a participant under these plans, is not currently eligible for early retirement under these plans. Ms. Peters was eligible for early retirement under these plans and elected early retirement in 2021.   2022 Proxy Statement 89 executive compensation SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN The Company maintains a SERP for certain senior officers of the Company and other key employees who met the eligibility requirements prior to the plan being frozen for new participants (including rehires) after December 31, 2018. The SERP is an unfunded and non-qualified benefit plan that provides for payment by the Company of supplemental retirement, death, and disability benefits. Messrs. Johnson and Martin, as well as five other current executives, participate in the SERP. If a participant’s employment terminates due to death or disability, the participant (or the participant’s estate) would be entitled to payment of the participant’s SERP balance. A participant’s SERP benefit is paid in 12 quarterly installments following retirement, with the first two quarters payable no earlier than six months following retirement. Upon death or disability, a participant’s SERP benefit is paid in a lump sum. For participants in the plan prior to February 2, 2014, the SERP provides for the continuation of medical and dental insurance benefits if an executive meets the applicable age and service requirements when the participant’s employment terminates. The benefits would be substantially the same as those benefits to which senior executives are entitled under the Company’s medical and dental plans for active team members. The terminated executive would be required to pay the insurance premium applicable to actively-employed senior executives, including any increases in the premiums, and the Company would pay the difference between the actual premium rate and the active team member rate. Participants in the SERP prior to May 26, 2011, including Mr. Johnson, are eligible to receive a benefit only if their age plus years of service at retirement equals at least 65. For persons who became participants in the SERP on or after this date, including Mr. Martin, they are eligible to receive a benefit only if they are at least age 55 at retirement with 10 years of service. The SERP was frozen for new participants (including rehires) after December 31, 2018, and for new benefit awards for plan years after December 31, 2022 (however, interest credit for participants continues to accrue). Under the terms of the SERP, executives are vested in their account balances based upon a combination of age and service. As of the end of 2021, of the NEOs, only Mr. Johnson was vested under the SERP. Ms. Peters was vested at the time of the termination of her employment. The Human Capital Committee sets an annual targeted incentive award under the SERP for each participant consisting of a percentage of salary and Annual Incentive Plan awards (if paid) based on the Company’s performance against the target; therefore, LTI Awards have no effect on the calculation of benefits or payments under this plan. Achievement of the target causes a credit equal to 8% of covered compensation to a participant’s account for that year. The applicable percentage for the year increases or decreases proportionately to the percentage of the Company’s performance in relation to the target, but may not be less than 4% or more than 12% in any year. Participants’ accounts accrue simple interest at the rate of 6% annually. Based upon the Company’s performance in 2021, a credit of 11.3% of each participant’s respective 2021 base salary was made to the SERP. As of the end of 2021, Mr. Johnson and Mr. Martin’s account balances were $4,214,478 and $436,414, respectively. 401(k) PLAN   The Company has a 401(k) Plan that is available to team members whose primary place of employment is in the United States, as well as expatriate U.S. team members. Eligible team members may contribute to the 401(k) Plan following 28 days of employment and are eligible for Company matching contributions upon completion of one year of service consisting of at least 1,000 hours. Messrs. Johnson, Bracken, Martin, and Gray participate in the 401(k) Plan and the Excess Savings Plan. As of January 1, 2021,2023, the 401(k) Plan allows eligible team members to contribute up to 40% of their compensation on a pre-tax basis, subject to a maximum of $19,500$22,500 (which was increased to $20,500$23,000 effective January 1, 2022)2024). The Company matches 100% of employees’ pre-tax contributions on up to the first 1% of the employees’ compensation (subject to certain IRC limitations), and 50% of the next 5%, subject to a maximum match of 3.5% if the participant contributes at least 6% to the plan. The matching contribution is made in cash and vests overafter the completion of two years. Of the NEOs, Mses. Dillon and Reeves, and Messrs. Baughn, Bracken, Rodgers, and Higginbotham participate in the 401(k) Plan. Mses. Dillon and Reeves, and Messrs. Bracken and Higginbotham also participate in the Excess Savings Plan. Messrs. Baughn and Rodgers are not yet eligible for Company matching contributions under the 401(k) Plan or the Excess Savings Plan. Mr. Page participated in the 401(k) Plan and the Excess Savings Plan prior to his termination of employment. See Note 7 to the Summary Compensation Tablebeginning on page 7065 for the amount of the Company’s match under the 401(k) and Excess Savings Plans to the NEOs’ accounts.   90 75   Foot Locker, Inc.     executive compensationExECuTIvE COmPEnSATIOn   NONQUALIFIEDNON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 20212023   The table below provides the amount of contributions and earnings during the last fiscal year to each of the NEOs under the Excess Savings Plan, as well as aggregate withdrawals and distributions and aggregate year-end balances.   (a) (b) (c) (d) (e) (f) Name Executive Contributions During Last Fiscal Year ($) Registrant Contributions During Last Fiscal Year ($)(1) Aggregate Earnings During Last Fiscal Year ($)(2) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at Last Fiscal Year End ($) Bracken – 32,325 257 – 44,466 Martin – 30,428 319 – 46,653 Talwar – – 185 – 11,458 (a)   (b)     (c)     (d)     (e)     (f)   Name   Executive Contributions During Last Fiscal Year ($)     Registrant Contributions During Last Fiscal Year ($)(1)     Aggregate Earnings During Last Fiscal Year ($)(2)     Aggregate Withdrawals/ Distributions ($)     Aggregate Balance at Last Fiscal Year End ($)   Dillon     —       3,617       18       —       3,635   Bracken     —       57,080       4,561       —       158,375   Reeves     —       11,268       266       —       17,250   Higginbotham     —       10,920       56       —       10,976     (1) The amounts shown in column (c) are reported as compensation for the officersNEOs in fiscal year 2021Fiscal 2023 in the “All Other Compensation” column of the Summary Compensation Table.Table beginning on page 65. (2) The amounts shown in column (d) are not reported in the Summary Compensation Table because the earnings are not preferential.   EXCESS SAVINGS PLAN   Participants in our 401(k) Plan for whom contributions are limited by Section 401(a)(17) of the IRC participate in the Excess Savings Plan, which is an unfunded, non-qualified benefit plan. See Note 7 to the Summary Compensation Tablebeginning on page 7065 for the amount of the Company’s match under the 401(k) and Excess Savings Plans to the NEOs’ accounts. The Excess Savings Plan does not permit employees to elect to defer any compensation, but instead solely provides for the crediting of Company matching contributions. In fiscal year 2021,Fiscal 2023, we made a matching contribution to each participant’s bookkeeping account under the Excess Savings Plan at the same rate of contribution as our 401(k) Plan. Company matching contributions vest to the same extent that the participant’s employer matching contributions vest under the 401(k) Plan. Each participant’s account is credited with simple interest per annum at a rate of 120% of the annually compounded long-term applicable federal rate as reported as of December of the prior year. Following a termination of employment, distributions of a participant’s vested account balance will be made in a lump sum on the first payroll date of the month that occurs thirty days after the termination date (or such later date as may be required by Section 409A of the IRC, or in the event of death, no later than December 31 of the year following the year in which the participant’s death occurs).   2024 PROXY STATEMENT 2022 Proxy Statement76           91     EXECUTIVE COMPENSATIONExECuTIvE COmPEnSATIOn   POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL   The NEOs’ employment agreements or offer letters, as applicable, and certain of the plans and programs that the NEOs participate in, require the Company to pay compensation to the NEOs if their employment terminates under certain circumstances. Estimates of the compensation, benefits, and vesting of equity grants that may be payable to the NEOs upon termination of employment or change in control, including amounts already vested,under these circumstances are included in the tables below. Except for Mr. Talwar and Ms. Peters, theThe information in the tables assumes a termination date of January 29, 2022,February 3, 2024, with the exception of Mr. Page, and equity awards have been valued using the closing stock price on January 28, 2022February 2, 2024, the last trading day of $44.43Fiscal 2023, of $29.51 per share. For Mr. Talwar, and Ms. PetersPage, who departed his role prior to the end of Fiscal 2023, the information in the tables reflectreflects the actual payments made in connection with his termination date of December 16, 2021,February 28, 2023. Ms. Reeves is currently serving as an Advisor and her retirement date of May 1, 2021, respectively, and reports actual amounts.is expected to depart the Company in July 2024.   Termination Event Severance ($)   RSUs, PSUs, and Stock Options ($)   SERP ($)(1) Excess Cash Balance Plan ($)(2) Excess Saving Plan ($)(3) Health Benefits ($)(4) Life Insurance ($)(5) Johnson               By Company w/o Cause 6,476,900 (6) 13,933,921 (7) 351,207 1,375,698 – 649,715 – By Executive For Good Reason 6,476,900 (6) 13,933,921 (7) 351,207 1,375,698 – 649,715 – Resignation –   –   351,207 1,375,698 – 649,715 – Change in Control(8) 6,907,000 (9) 18,641,191 (10) 351,207 1,375,698 – 649,715 – Disability –   16,824,334 (11) 4,214,478 1,375,698 – 649,715 – Death –   16,824,334 (11) 4,214,478 1,375,698 – – 1,150,000 Retirement –   14,879,144 (12) 351,207 1,375,698 – 649,715 – Cause –   –   – 1,375,698 – – – Page               By Company w/o Cause 922,500 (13) –   – – – – – By Executive for Good Reason 922,500 (13) –   – – – – – Change in Control(8) 2,152,500 (9) 1,215,894 (10) – – – – – Disability –   1,215,894 (11) – – – – – Death –   1,215,894 (11) – – – – 615,000 Retirement –   703,882 (12) – – – – – Bracken               By Company w/o Cause 1,200,000 (13) –   – 34,515 44,466 – – By Executive for Good Reason 1,200,000 (13) 113,556 (14) – 34,515 44,466 – – Resignation –   –   – 34,515 44,466 – – Change in Control(8) 3,200,000 (9) 2,123,563 (10) – 34,515 44,466 – – Disability –   2,010,007 (11) – 34,515 44,466 – – Death –   2,010,007 (11) – 34,515 44,466 – 800,000 Retirement –   1,388,742 (12) – 34,515 44,466 – – Martin               By Company w/o Cause 922,500 (13) –   – 13,857 46,653 – – By Executive for Good Reason 922,500 (13) 302,817 (14) – 13,857 46,653 – – Resignation   –   – 13,857 46,653 – – Change in Control(8) 2,152,500 (9) 2,708,973 (10) – 13,857 46,653 – – Disability –   2,406,156 (11) 436,414 13,857 46,653 – – Death –   2,406,156 (11) 436,414 13,857 46,653 – 615,000 Retirement –   1,978,472 (12) – 13,857 46,653 – – Cause –   –   – 13,857 46,653 – – Termination Event   Severance ($)     LTI ($)     Excess Cash Balance Plan ($)(1)     Excess Saving Plan ($)(2)     Life Insurance ($)(3)   Dillon                               By Company w/o Cause or By Executive For Good Reason   2,604,750 (4)   4,043,578 (5)   —     3,635     —   Change in Control(6)   7,804,750 (7)   9,229,075 (8)   —     3,635     —   Disability   —     7,237,741 (9)   —     3,635     —   Death   —     7,237,741 (9)   —     3,635     1,300,000   Baughn                               By Company w/o Cause   975,000 (10)   —     —     —     —   Change in Control(6)   2,405,000 (7)   1,375,243 (8)   —     —     —   Disability   —     736,939 (9)   —     —     —   Death   —     736,939 (9)   —     —     650,000   Bracken                               By Company w/o Cause   1,308,600 (10)   —     38,781     158,375     —   Change in Control(6)   3,664,080 (7)   2,964,737 (8)   38,781     158,375     —   Disability   —     2,114,170 (9)   38,781     158,375     —   Death   —     2,114,170 (9)   38,781     158,375     872,400   Rodgers                               By Company w/o Cause   1,200,000 (10)   —     —     —     —   Change in Control(6)   3,200,000 (7)   823,122 (8)   —     —     —   Disability   —     538,469 (9)   —     —     —   Death   —     538,469 (9)   —     —     800,000   Reeves(11)                                By Company w/o Cause   675,000 (12)   —     —     17,250     —   Change in Control(6)   1,575,000 (7)   361,837 (8)   —     17,250     —   Disability   —     249,138 (9)   —     17,250     —   Death   —     249,138 (9)   —     17,250     450,000   Page                               Actual Payments(13)   2,131,750 (14)   —     —     —     —   Higginbotham                               By Company w/o Cause   66,154 (10)   —     —     10,976     —   Change in Control(6)   66,154 (7)   611,329 (8)   —     10,976     —   Disability   —     285,008 (9)   —     10,976     —   Death   —     285,008 (9)   —     10,976     430,000     92(1)     Foot Locker, Inc. EXECUTIVE COMPENSATION Termination Event Severance ($)   RSUs, PSUs, and Stock Options ($)   SERP ($)(1) Excess Cash Balance Plan ($)(2) Excess Saving Plan ($)(3) Health Benefits ($)(4) Life Insurance ($)(5) Gray               By Company w/o Cause 922,500 (13) –   – 53,994 – – – By Executive for Good Reason 922,500 (13) 113,556 (14) – 53,994 – – – Resignation –   –   – 53,994 – – – Change in Control(8) 2,152,500 (9) 1,960,260 (10) – 53,994 – – – Disability –   1,846,704 (11) – 53,994 – – – Death –   1,846,704 (11) – 53,994 – – 615,000 Retirement –   1,448,656 (12) – 53,994 – – – Cause –   –   – 53,994 – – – Talwar(15)               Actual Payments 1,000,058 (16) –   – 20,449 11,564 – – Peters               Actual Payments   – 2,014,433 (17) 1,556,210 – – 972,700 – (1) This amount is the total benefit payable under the SERP (other than health benefits reported in the “Health Benefits” column). Upon termination other than due to disability or death, the payments would be made quarterly over a three-year period with the first two quarterly payments made on the first day of the calendar quarter that occurs six months following the NEO’s termination date, and the remaining payments made quarterly during the remainder of the three-year period. Upon termination due to disability or death, payments would be made in a lump sum following the disability or death. Mr. Talwar was not vested, and forfeited his benefit, upon his termination. Ms. Peters has begun receiving payments under the SERP, and the amounts reported in this column reflect the total actual amounts that she is expected to receive under the SERP (other than health benefits reported in the “Health Benefits” column). (2) Benefit payable as of January 29, 2022 in a lump sum under the Excess Cash Balance Plan six months following Mr. Bracken’s termination date (or such later date as may be required by Section 409A of the NEO’s termination date.IRC). No information is provided with respect to the benefit under the Retirement Plan because that plan is available generally to all salaried team members (except as described in Retirement Planbeginning on page 88)75) and does not discriminate in terms of scope, terms, or operation in favor of the executive officers. Mr. Talwar will receive his benefit six months following his termination date. With respect to Ms. Peters, payment owed under the Excess Cash Balance Plan has been completed and no further benefit is due to her under this program.     77   Foot Locker, Inc. ExECuTIvE COmPEnSATIOn (3)(2) Benefit payable as of January 29, 2022 in a lump sum under the Excess Savings Plan on the first payroll date of the month that occurs thirty days afterfollowing the termination date (or such later date as may be required by Section 409A of the IRC), or in the event of death, no later than December 31 of the year following the year in which the participant’s death occurs. No information is provided with respect to the benefit under the 401(k) Plan because that plan is available generally to all salaried team members and does not discriminate in terms of scope, terms, or operation in favor of the executive officers.   (3) (4) The amount shown represents the actuarial present value of all future expected post-termination medical and dental insurance benefits under the SERP and the employment agreements. The benefits provided, and premiums (including any subsequent increases) required to be paid by the NEO, would be substantially the same for active team members. The benefit amount assumes the NEO does not qualify for disability benefits or other benefits under Medicare. (5) Senior executive life insurance is payable following death in a lump sum to the NEO’s beneficiary.   (4) (6) This severance amount includes the following items, provided for under Mr. Johnson’sMs. Dillon’s employment agreement:   Salary continuationContinuation for 24 months. Months.Payment of the first twelve months of salary continuation would be made in a lump sum within 10 days following the six-month anniversary of termination, and the remaining payments would then be made on a monthly basis beginning on the twelve-month anniversary of termination ($2,300,000)2,600,000).   Annual Bonus for Year of Termination.For the fiscal year in which termination occurs, payment of the Annual Incentive Plan payouts that would have otherwise been earned if such termination had not occurred, prorated as of the Termination Date,termination date, to be paid at the same time as other annual bonusesAnnual Incentive Plan payouts for the fiscal year in which the termination occurs ($4,169,900)0).   Outplacement.The approximate cost of one year of outplacement services ($7,000)4,750).   (5) (7) Pro Rata Payment of any Unearned PSUs. Pursuant to Mr. Johnson’s employment agreement, with respect to any non-completed performance period during which termination occurs, payment of any PSU awards that would have otherwise been earned if such termination had not occurred, as prorated through the termination date. The amount shown includesrepresents the sum of theintrinsic value of the PSUstransformation PSU award that the NEO would have been entitled to receive based on the prorated target level achievement of the performance goals for the 2021-22 performance measurement period (45,048 PSUs). The PSUs would become immediately vested and payable. The PSUs were valued at $44.43 per share.vest.   Payment of any Earned and Unvested PSUs and Vesting of Stock Options. Pursuant to Mr. Johnson’s employment agreement, with respect to any completed performance period during which termination occurs, payment of any PSU award that is earned and unvested as of the termination date. The amount shown includes the (A) PSUs based on the (i) prorated actual level achievement of the performance goals for the 2020-21 performance measurement period (186,782 PSUs), and (ii) actual level achievement of the performance goals for the 2019-20 performance measurement period (0 PSUs), and (B) intrinsic value on January 29, 2022 of 262,412 stock options that would vest. Name Transformation PSU (#) Dillon 137,024   (6) (8) This covers termination by the Company without Cause or by the NEO for Good Reason during the two-year period following a Change in Control (each as defined in the NEO’s employment agreement)agreement or offer letter, as applicable). If the payments or benefits received by the NEO following a Change in Control are subject to the excise tax under Section 4999 of the IRC, then the Company would automatically reduce the NEO payments and benefits to an amount equal to $1 less than the amount that would subject the NEO to the excise tax, as long as the reduced amount would result in a greater benefit to the NEO compared to the unreduced amount on a net after-tax basis.   (7) (9) The severance amount equals two times the sum of the NEO’s annual salary plus the Annual Incentive Plan payout at target.target, payable in a lump sum within 10 days of the six-month anniversary of the termination date. With respect to Mr. Johnson, itMs. Dillon, this amount also includes the approximate cost of one year of outplacement services ($7,000)4,750). Mr. Higginbotham’s severance equals 8 weeks of base salary.   (8) (10) The amount shown represents the sum of the (A) value of the RSUs that would vest, (B) value of the PSUs that the NEO would have been entitled to receive based on the (i) prorated target level achievement of the performance goals for the 2021-222023-25 performance measurement period, (ii) actual level achievement of the performance goals for the 2020-212022-24 performance measurement period, and (iii) actual level achievement of the performance goals for the 2019-202021-22 performance measurement period, and (C) intrinsic value on January 29, 2022 of the stock options that would vest. The RSUs, PSUs, and stock options would become immediately vested and payable. The RSUs and PSUs were valued at $44.43 per share.   2022 Proxy Statement 93 EXECUTIVE COMPENSATION   RSUs (#) PSUs (#) Stock Options (#) Johnson 105,948 231,830 262,412 Page 15,725 11,642 8,333 Bracken 19,123 23,561 21,298 Martin 19,841 27,500 40,082 Gray 13,710 25,299 21,077 Name   RSUs (#)     PSUs (#)     Stock Options (#)   Dillon     115,388       197,356       149,840   Baughn     32,164       11,716       29,005   Bracken     63,812       36,654       54,907   Rodgers     14,318       13,575       34,706   Reeves     8,189       4,073       7,666   Higginbotham     17,699       3,017       5,679     (9) (11) The amount shown represents the sum of the (A) value of the RSUs, some or all of which may be accelerated by the Human Capital Committee, (B) value of the PSUs that the executive would have been entitled to receiveprorated based on the (i) target level achievement of the performance goals for the 2021-22 performance period, prorated to the termination date, (ii) actual level achievement of the performance goals for the 2020-21 performance measurement period, and (iii) actual level achievement of the performance goals for the 2019-20 performance measurement period, and (C) intrinsic value on January 29, 2022 of the stock options that would vest. The PSUs would be paid out at the same time as the payouts are made to the other participants in the plan. The RSUs and PSUs were valued at $44.43 per share. The actual value of the RSUs and PSUs to the NEO would depend upon the Company’s stock price on the payout date.   RSUs (#) PSUs (#) Stock Options (#) Johnson 105,948 231,830 129,516 Page 15,725 11,642 2,777 Bracken 19,123 23,561 9,727 Martin 19,841 27,500 20,368 Gray 13,710 25,299 9,653 (12) The amount shown represents the sum of the (A) value of the RSUs, some or all of which may be accelerated by the Human Capital Committee, prorated based on days employed between the grant date and termination date, (B) value of the PSUs that the NEO would have been entitled to receive based on the (i) target level achievement of the performance goals for the 2021-222023-25 performance period, prorated to the termination date, (ii) actual level achievement of the performance goals for the 2020-212022-24 performance measurement period, and (iii) actual level achievement of the performance goals for the 2019-202021-22 performance measurement period, and (C) intrinsic value on January 29, 2022 of the stock options that would vest. The PSUs would be paid out at the same time as the payouts are made to the other participants in the plan. The PSUs were valued at $44.43 per share. The actual value of the PSUs to the NEO would depend upon the Company’s stock price on the payout date.     RSUs (#) PSUs (#) Stock Options (#) Johnson 62,167 231,830 129,516 Page 4,201 11,642 2,777 Bracken 5,140 23,561 9,727 Martin 10,215 27,500 20,368 Gray 4,751 25,299 9,653 Name   RSUs (#)     PSUs (#)     Stock Options (#)   Dillon     47,908       197,356       55,991   Baughn     12,349       11,716       9,668   Bracken     34,989       36,654       24,458   Rodgers     4,672       13,575       13,094   Reeves     4,370       4,073       2,555   Higginbotham     6,641       3,017       1,893     (10) (13) The severance amount equals one-and-a-half times the NEO’s annual salary, payable in a lump sum within 10 days of the six-month anniversary of the termination date. Mr. Higginbotham’s severance equals 8 weeks of base salary.   (11) (14) Ms. Reeves will cease to be employed by the Company, effective July 31, 2024. The HCC Committee determined that Ms. Reeves’ forthcoming departure constitutes a termination without cause, and accordingly, certain amounts will be required to be paid to Ms. Reeves under the terms of her offer letter and the Company benefit plans, as detailed in her separation agreement. 2024 PROXY STATEMENT 78   ExECuTIvE COmPEnSATIOn (12) The severance amount shown represents the intrinsic value on January 29, 2022consists of the stock options that would vest.following items provided for under Ms. Reeves’ separation agreement: (i) a severance payment in the amount of $675,000, pursuant to the terms of her offer letter, and (ii) up to 12 months of outplacement services ($4,750). The severance benefits are payable in a lump sum following the revocation period after execution of the separation agreement, commencing within 10 business days following Ms. Reeves’ termination of service and are subject to Ms. Reeves’ execution and non-revocation of a general release of claims in favor of the Company and continuing compliance with restrictive covenants.   (13) Stock Options (#) Page 2,777 Bracken 9,727 Martin 20,368 Gray 9,653 (15) Mr. TalwarPage ceased to serve as Executive Vice President and Chief Executive Officer—EMEA effective November 17, 2021, and departed frombe employed by the Company, on December 16, 2021, at which time his employment agreement terminated.effective February 28, 2023. The Human CapitalHCC Committee determined that Mr. Talwar’sPage’s departure constituted a termination without cause, under the terms of his employment agreement and the Company benefit plans, and accordingly, certain amounts were required to be paid to Mr. TalwarPage under the terms of his employment agreementoffer letter and the CompanyCompany’s benefit plans.plans, as detailed in his separation agreement.   (14) (16) This The severance amount consists of the following items provided for under Mr. Talwar’sPage’s separation agreement, which reflect required payments owedagreement: (i) a severance payment in the amount of $975,000, pursuant to the terms of his offer letter, (ii) additional consideration in the amount of $1,152,000 for amounts actually earned under Mr. Talwar’s employment agreement onthe Annual Incentive Plan and LTI Awards vesting shortly after his termination, determined by the HCC Committee using a termination without cause, whichconsistent methodology for all impacted NEOs, and (iii) up to 12 months of outplacement services ($4,750). The severance benefits are payable over an 18-month period, in equal installments, commencing within 10 business days following the Human Capital Committee determined was appropriate based on the circumstancessix-month anniversary of Mr. Talwar’s departure: 94     Foot Locker, Inc. EXECUTIVE COMPENSATION One-and-a-half times Mr. Talwar’s annual salary. Severance payment under Mr. Talwar’s employment agreement will be processed six months after hisPage’s termination date of December 16, 2021. Vacation Payout. During the pay period following his termination date, Mr. Talwar was paid the dollar amount equivalent of his unused vacation accrued up until his termination date. (17) In accordance with the treatment of Ms. Peters’s departure asservice and are subject to Mr. Page’s execution and non-revocation of a retirement, the amount shown includes the sumgeneral release of claims in favor of the (A) value of the accelerated RSUs (7,209), (B) PSUs based on the actual level achievement of the performance goals for the 2020-21 performance measurement period (21,817 PSUs),Company and (C) intrinsic value on April 30, 2021 of 21,429 stock options that were vested. The RSUs and PSUs were valued using the closing stock price on April 30, 2021 ($58.98 per share).continuing compliance with restrictive covenants.   CEO PAY RATIO   The followingUsing the methodology described in last year’s Proxy Statement, our CEO pay ratio based on Fiscal 2023 compensation is approximately 729:1. To calculate the CEO pay ratio for this year’s Proxy Statement, we used the same median team member we identified as of December 31, 2022. We believe there have been no changes in our employee population or our compensation arrangements in 2023 that would result in a significant change in our pay ratio disclosure or our median employee. We are a global retailer and approximately 69% of our team members are part-time team members. Our median team member is a part-time sales team member who worked an average of 27 hours per week in one of our Foot Locker store locations in Madrid, Spain, and whose annual compensation, including premium pay in addition to his base salary required by local law, was $20,168 in Fiscal 2023. Our median team member was paid in Euro instead of U.S. Dollar given the location of his role is in Madrid, Spain; these figures have been converted to U.S. dollars using the weighted-average exchange rate published by the Wall Street Journal consistent with the rates used by the Company to translate its international earnings. Our CEO’s annualized total compensation during the same time period was $14,692,625. This information is a reasonable good faith estimate calculated in a manner consistent with the SEC pay ratio rules and methods for disclosure. The SEC rules do not specify a single methodology for identification of the median team member or calculation of the CEO pay ratio, and other companies may use different assumptions, adjustments, exclusions, or estimates in calculating their CEO pay ratio. Accordingly, CEO pay ratio disclosures may involve a degree of imprecision and may be inconsistent in methodology among different companies. Therefore, the CEO pay ratio disclosed by other companies may not be comparable to the Company’s CEO pay ratio as disclosed below. Using the methodology described below, our CEO pay ratio based on fiscal year 2021 compensation is approximately 1,191:1.above.   It is no longer appropriate   79   Foot Locker, Inc. PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive CAP and the Company’s financial performance. REQUIRED TABULAR DISCLOSURE OF CAP VERSUS PERFORMANCE The following table discloses information on CAP to our PEOs and (on average) to our non-PEO NEOs during the specified years alongside TSR and net income metrics, as well as a Company-selected measure of Adjusted Operating Income. The Company selected this measure as the most important in linking CAP to our NEOs and Company performance, as Adjusted Operating Income was the predominant metric used in our Annual Incentive Plan, as described beginning on page 51. (a)   (b)     (b)     (c)     (c)     (d)     (e)     (f)     (g)     (h)     (i)       Summary Compensation Table Total for PEO (1)     Compensation Actually Paid to PEO (2)                     Value of Initial Fixed $100 Investment Based on:                   Year   Dillon ($)     Johnson ($)     Dillon ($)     Johnson ($)     Average Summary Compensation Table Total for non-PEO NEOs ($)(3)     Average Compensation Actually Paid to non-PEO NEOs ($)(2)     Total Shareholder Return ($)(4)     Peer Group Total Shareholder Return ($)(4)     Net (Loss) Income (in millions) ($)(5)     Adjusted Operating Income (in millions) ($)(6)   2023     14,692,625       –       (1,789,634 )     –       1,950,150       344,969       89.59       228.62       (330 )     198   2022     9,276,605       13,007,421       11,584,032       13,265,906       3,983,840       2,552,512       127.70       206.92       342       692   2021     –       14,458,325       –       20,132,914       2,804,318       2,591,300       122.45       211.51       893       1,049   2020     –       11,941,320       –       19,680,849       2,607,957       3,162,703       118.39       243.54       323       428   (1) Reflects the total compensation of Ms. Dillon, who currently serves as our CEO, and Richard A. Johnson, who served as CEO until September 2022, in accordance with SEC rules. Amounts shown are as calculated in the Summary Compensation Table for each of the years shown. (2) The dollar amounts shown in these columns reflect CAP to Ms. Dillon, Mr. Johnson, and our non-PEO NEOs, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to any individual during the applicable years. The adjustments made to each officer’s total compensation for 2023 to determine CAP are shown in the tables below. Reconciliation of Summary Compensation Table Total to CAP Total(a)     Summary Compensation Table Total ($)   Grant Date Fair Value of Awards Granted During Year ($)(b)   Fair Value of Equity Calculated Using SEC Methodology ($)(c)   Total Present Value of Pension Benefits from Summary Compensation Table ($)   CAP Total ($) Dillon 2023 14,692,625 – 13,354,936 + (3,127,323) – — = (1,789,634) Average non-PEO NEOs 2023 1,950,150 – 1,139,335 + (465,264) – 582 = 344,969 (a) As shown in these tables, the CAP totals represent the Summary Compensation Table totals for the applicable year, but adjusted as required by SEC rules to (1) include the fair value of current and prior year equity awards that are outstanding, vested, or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for the applicable year. We note SEC rules also require CAP to include any actuarially-determined service cost or prior service cost under pension plans for services rendered by the executive during the applicable year. (b) Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for the applicable year. (c) The fair value of the equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the Summary Compensation Table, which includes a calculation of the grant date value of equity awards granted during the applicable year, the CAP table includes a calculation of equity fair value as follows: i. for awards granted during the applicable year (and which are still outstanding), the year-end value; plus ii for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicable year-end compared against the prior year-end; plus iii. for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared against the prior year-end; plus iv. for any awards granted in the applicable year that vested during the applicable year, the value as of the vesting date; plus v. for any awards that vested during the applicable year, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date; minus vi. for awards granted in prior years that were forfeited during the applicable year, the value as of the prior year-end. The specific calculations for us to useeach of Ms. Dillon and our Average Non-PEO NEOs for 2023 are shown in the median team member we identified astable below. 2024 PROXY STATEMENT 80   pAY vERsus pERFORMAnCE CAP Fair Value of December 31,Equity Calculation*     YE Value of Current Year Awards Outstanding as of YE ($) Change in Value as of YE for Prior Year Awards Outstanding as of YE ($) Change in Value as of Vesting Date for Awards that Vested During the Year ($) Value as of Prior YE for Prior Year Awards Forfeited During the Year ($)   Value of Equity for CAP Purposes ($) Dillon 2023 3,372,957 + (6,289,563) + (210,717) – — = (3,127,323) Average non-PEO NEOs 2023 541,076 + (789,457) + 18,904 – 235,787 = (465,264) * The fair value of option award reported for CAP purposes in columns (c) and (e) is estimated using the Black-Scholes option-pricing model in accordance with SEC rules. The following table indicates the assumptions used to determine the fair value for awards granted during 2017-23 at various dates as required to calculate CAP. The ranges, based upon the various measurement dates, are as follows:   2023 2022 2021 2020 2019 2018 2017 Risk-Free Rate of Interest 4.0% – 4.1% 3.6% – 4.0% 1.5% – 3.7% 0.1% – 4.7% 0.4% – 2.6% 0.2% – 1.4% 0.2% – 1.3% Expected Volatility 55.0% 50.0% 48.0% – 50.0% 47.0% – 50.0% 40.0% – 50.0% 40.0% – 48.0% 40.0% – 47.0% Expected Award Life (in years) 3.6 – 6.3 2.6 – 5.5 4.3 – 6.3 0.9 – 3.0 3.6 – 6.6 2.8 – 5.6 3.4 – 5.4 Divident Yield 1.5% 3.4% 2.7% – 4.0% 1.4% – 3.9% 1.4% – 4.8% 1.4% – 4.8% 2.1% – 5.2% (3) Reflects the average total compensation of our non-PEO NEOs, as calculated in the Summary Compensation Table for each of the years shown. Our non-PEO NEOs are the following individuals: for 2023, Mr. Baughn, Mr. Bracken, Mr. Rodgers, Ms. Reeves, Mr. Page, and Mr. Higginbotham; for 2022, Mr. Page, Mr. Bracken, Elizabeth S. Norberg, Susan J. Kuhn, Samantha Lomow, and Andrew I. Gray; for 2021, Mr. Page, Mr. Bracken, W. Scott Martin, Mr. Gray, Lauren B. Peters, and Vijay Talwar; and for 2020, Ms. Peters, Mr. Talwar, Mr. Martin, Mr. Gray, and Stephen D. Jacobs. (4) Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on February 1, 2020. As permitted by SEC rules, the peer group referenced for purposes of the TSR comparison is the group of companies included in the S&P 600 Specialty Retail Index, which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. We previously used the S&P 400 Specialty Retailing Index, however, due to the reduction in size of our market capitalization it was determined that the S&P 600 Specialty Retailing Index is a more appropriate benchmark as the median market capitalization is the closest to the Company’s. The TSR of the prior peer group based on the same initial investment of $100 as in columns (f) and (g) was $171.95, $153.52, $159.96, and $148.56 for 2023, 2022, 2021, and 2020, respectively. The separate peer group used by the HCC Committee for purposes of determining compensation paid to our executive officers is described beginning on page 59. (5) Reflects after-tax net income attributable to shareholders prepared in accordance with GAAP for each of the years shown. (6) As required by Item 402(v) of Regulation S-K, the Company has determined that Adjusted Operating Income is the Company Selected Measure, as it is the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link CAP to the NEOs to company performance for the most recently completed fiscal year. We place significant emphasis on Adjusted Operating Income because it reflects strong operating dynamics in the underlying business, which is imperative for sustained long-term growth. Adjusted Operating Income is defined on page 52 and is a non-GAAP financial measure. REQUIRED TABULAR DISCLOSURE OF MOST IMPORTANT MEASURES LINKING CAP DURING 2023 TO COMPANY PERFORMANCE The following table discloses information on CAP to our PEOs and (on average) to our non-PEO NEOs. As required, we disclose below the most important measures used by the Company to link CAP to our NEOs for 2023 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, see CD&A beginning on page 46. 2023 Most Important Measures (Unranked) Adjusted Operating Income Two-Year Average After-Tax Income Two-Year Average ROIC   81   Foot Locker, Inc. pAY vERsus pERFORMAnCE REQUIRED DISCLOSURE OF THE RELATIONSHIP BETWEEN CAP AND FINANCIAL PERFORMANCE MEASURES The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company TSR and that of the S&P 600 Specialty Retail Index. As noted above, CAP for purposes of this year’s Proxy Statement because of a change in the original median team member’s circumstances that we reasonably believe would result in a significant change in our pay ratio disclosure. Accordingly, we have identified another team member utilizing the same compensation measure used to select the original median team member. We identified our median team member and calculated our CEO pay ratio as follows: ► We identified the median team member using our team member population as of the final day of our payroll year, December 31, 2021. ► We utilized a CACM across our global team member population to calculate the median team member compensation. For our CACM, we used base salary derived from our payroll records. Our team members receive a base salary, calculated on an hourly, weekly, monthly, or annual basis. As a result, base salary provides an accurate depiction of earnings for the purpose of identifying our median team member. Because we do not widely offer Annual Incentive Plan awards or LTI awards to our team members, such awards were excluded from our CACM. Given our workforce and the high turnover rates inherent in the retail industry, our methodology included annualizing the compensation for all permanent team members (full-time and part-time) who did not work a full calendar year to properly reflect their compensation levels. For non-salaried team members, references to “base salary” refer to the product of their hourly wage rate, including commissions, as applicable, and the average weekly hours they worked. We did not perform any full-time equivalency adjustments or annualize the compensation for temporary or seasonal positions. We did not make any other assumptions, adjustments, exclusions, or estimates with respect to base salary. We also did not make any cost-of-living adjustments or use any statistical sampling. ► After identifying the median team member, we calculated this team member’s annual total compensation in the same manner as the CEO’s compensation, which is described in the Summary Compensation Table beginning on page 70. We are a global retailer and approximately 67% of our team members are part-time team members. Our median team member is a part-time sales associate who worked an average of 17 hours per week in one of our stores in Fresno, California, and whose annual compensation was $12,135 in fiscal year 2021. Our CEO’s compensation during the same time period was $14,458,325. 2022 Proxy Statement 95 Managementtabular disclosure and the Board understand that how we achieve our purpose is just as important as the results. Stakeholders understandably want to know that the company they are buying from, investing in, working for, or doing business with, is acting responsibly by valuing their team members, giving back to the communities they serve, and actively addressing the environmental impact of their operations. For these reasons, ESG is embedded in how we manage our business. We have long established ESG as a priority for the Company and are continuing to drive accountability to stakeholders, improve the environmental and social impacts of our business, measure the impact we are making, and communicate with our stakeholders. We also, recognize, however, that this is a journey. We view public reporting as an ongoing process and expect our disclosures to continue to evolve over time. We are fully committed to building on our progress over time and strengthening our vision for a more sustainable world. For additional information regarding our effort to power a more sustainable future, see 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. 96     Foot Locker, Inc. As described in Proposal 2 above,following graphs were calculated in accordance with SEC rules and do not fully represent the requirementsactual final amount of Section 14A ofcompensation earned by, or actually paid to, the Exchange Act andNEOs during the related rules of the SEC, our shareholders have the opportunity to cast a nonbinding, advisory vote to approve the compensation of our NEOs. This Proposal 3 affords shareholders the opportunity to cast an advisory vote on how often we should include a Say-on-Pay proposal in our proxy materials for future annual meetings or any special meeting for which we must include executive compensation information in the proxy statement for that meeting (a “Say-on-Pay Frequency Proposal”). Under this Proposal 3, shareholders may vote to have the Say-on-Pay vote every 1 year, 2 years, or 3applicable years.   Our shareholders voted on a similar proposal in 2016 with the majority voting to hold the Say-on-Pay vote every 1 year. We continue to believe that Say-on-Pay votes should be conducted every 1 year so that our shareholders may annually express their views on our executive compensation program.Relationship between CAP and Company/Peer Group TSR Relationship between CAP and Net Income Relationship between CAP and Adjusted Operating Income 2024 PROXY STATEMENT 82   EQUITY COMPENSATION PLAN INFORMATION   As an advisory vote, this proposal is not binding on the Company, the Board, or the Human Capital Committee. However, the Human Capital Committee and the Board value the opinions expressed by shareholders in their votes on this proposal and will consider the outcomeThe following table provides information as of the vote when making future decisions regarding the frequency of conducting a Say-on-Pay vote.February 3, 2024 for compensation plans under which equity securities may be issued:   It is expected that the next vote on a Say-on-Pay Frequency Proposal will occur at the 2028 annual meeting.     (a)     (b)     (c)   Plan Category   Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (#)     Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights ($)     Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (#)   Equity Compensation Plans Approved by Security Holders   2,683,370     48.46     15,383,308 (1)(2)  Equity Compensation Plans Not Approved by Security Holders(3)   54,403 (4)    36.49     408,636   Total         —     15,791,944     98(1) Includes 2,785,161 shares available for future issuance under the ESPP other than upon the exercise of options, warrants, or rights. Participating employees under the ESPP are permitted to purchase shares in June and December of each year and may contribute up to 10% of their annual compensation during a plan year to acquire shares of the Company’s Common Stock at 85% of the lower market price on specified dates in each plan year. In no event may the number of shares purchased on behalf of any one participant in any plan year exceed the number determined by dividing $25,000 by the fair market value of a share on the grant date. (2) The Stock Incentive Plan currently is the only plan under which stock awards may be granted to directors, officers, and other team members of the Company. (3) Represents the employment inducement awards issued in 2022 to Ms. Dillon in connection with her recruitment, in reliance on the employment inducement award exemption under the NYSE Listed Company Manual Rule 303A.08. The employment inducement awards cover shares of our Common Stock which may be issued upon (i) the vesting and settlement of RSUs, in accordance with the terms of the RSU Inducement Award Agreement, by and between the Company and Ms. Dillon, (ii) the vesting and settlement of PSUs, in accordance with the terms of the PSU Inducement Award Agreement (Transformation PSU Award), by and between the Company and Ms. Dillon, (iii) the vesting and exercise of stock options, in accordance with the terms of the Nonstatutory Stock Option Inducement Award Agreement (Annual Award), by and between the Company and Ms. Dillon, (iv) the vesting and settlement of RSUs, in accordance with the RSU Inducement Award Agreement (Annual Award), by and between the Company and Ms. Dillon, and (v) the vesting and settlement of PSUs, in accordance with the PSU Inducement Award Agreement (Annual Award), by and between the Company and Ms. Dillon. (4) Figure does not include the inducement awards of 74,446 RSUs and 175,491 PSUs for the 2022-24 performance period, assuming maximum level of performance is achieved. These RSU awards have no exercise price and thus are not reflected in the weighted average exercise price set forth in column (b).   83   Foot Locker, Inc. PROPOSAL RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Board Recommends a vote FOR this proposal.   The Audit Committee is responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee conducts an annual evaluation of the independent registered public accounting firm’s qualifications, performance, and independence. The Audit Committee exercises sole authority to approve all audit engagement fees.   The Audit Committee ensures the regular rotation of the lead audit partner, as required by law.law, as it did in 2022 to commence in Fiscal 2023. The Audit Committee is also involved in reviewing, evaluating, and selecting the new lead audit partner based on their qualifications when the previous lead audit partner is required to rotate off the audit engagement. In evaluating and selecting a lead audit partner, the Audit Committee provides selection criteria to KPMG LLP, to whichand KPMG LLP responds with a roster of qualified candidates. Two members of the Audit Committee, along with theThe Audit Committee Chair and the Lead Independent Director, interviewNon-Executive Chair, and the candidates. The Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, alsoseparately, interview the candidates. The Audit Committee Chaircandidates, and select a proposed lead audit partner meet in executive session. The Audit Committee Chair then recommends his selection tofor the Audit Committee for itsCommittee’s consideration and approval.   The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm for the 2022 fiscal year.Fiscal 2024. We are asking shareholders at this meetingthe Annual Meeting to ratify this appointment of KPMG LLP for 2022.2024. KPMG LLP has served as our independent registered public accounting firm since 1995. The Audit Committee and the Board believe that the continued retention of KPMG LLP to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. Although ratification is not required by our By-LawsBylaws or otherwise, the Board is submitting the appointment of KPMG LLP to our shareholders for ratification because we value our shareholders’ views regarding this appointment and because we view it as a good corporate governance practice. In the event that shareholders fail todo not ratify this appointment, it will be considereddeemed a recommendation to the Board and the Audit Committee to consider selecting a different firm. Even if the appointment is ratified, the Audit Committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.   Representatives of KPMG LLP will be present at the Annual Meeting and will have an opportunity to make a statement and respond to appropriate questions.   2022 Proxy Statement2024 PROXY STATEMENT 9984       PROPOSAL 4: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM3   AUDIT AND NON-AUDIT FEES   The following table shows the fees we paid to KPMG LLP for the audit of the Company’s annual financial statements for 20202022 and 2021,2023, as well as the fees billed for other services KPMG LLP provided during these two fiscal years:   Category 2020 ($) 2021 ($)   2022 ($)   2023 ($)   Audit Fees(1) 4,056,000 5,397,000   5,032,000     5,529,000   Audit-Related Fees(2) 324,000 3,061,000   327,000     542,000   Tax Fees(3) 304,000 515,000   396,000     371,000   Total 4,684,000 8,973,000   5,755,000     6,442,000     (1) Audit fees consisted ofrelated principally to professional services provided in connection with the audit of our annual financial statements, reviews of financial statements included in our Quarterly Reports on Form 10-Q, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits.   (2) Audit-related fees consistedrelated principally ofto audits of financial statements of certain employee benefit plans, the Foot Locker Foundation, and due diligenceassurance services related to certain acquisitions.the Company’s Impact Report.   (3) Tax fees consisted ofrelated principally to certain corporate income tax compliance assistance and tax compliance related to certain acquisitions.services.   AUDIT COMMITTEE PREAPPROVAL POLICIES AND PROCEDURES   The Audit Committee has a policy that all audit and non-audit services to be provided by our independent accountants, including services for our subsidiaries and affiliates, are to be approved in advance by the Audit Committee, regardless of the estimated cost for providing such services. The Audit Committee has delegated this authority to the Audit Committee Chair to approve fees between meetings, and then the fees are reviewed with the Audit Committee at a subsequent meeting. Management reviews the total amount and nature of the audit and non-audit services provided by the independent accountants since its prior meeting, including services for our subsidiaries and affiliates, with the Audit Committee at regularly-scheduled meetings.   100  85   Foot Locker, Inc.     PROPOSAL 4: RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM3   AUDIT COMMITTEE REPORT   In accordance with the charter adopted by the Board, the Audit Committee assists the Board in fulfilling its oversight responsibilities of the Company’s accounting policies and practices, as well as financial reporting. The Audit Committee is responsible for the appointment, compensation, and oversight of the independent registered public accounting firm. The Company’s management is responsible for preparing our financial statements and establishing and maintaining adequate internal controls over financial reporting.   The Audit Committee consists of sixfive independent directors named below, as independence is defined under the NYSE rules. All of the Audit Committee members meet the expertise requirements under the NYSE rules.   The Audit Committee held nine meetings in 2021. At its13 meetings during 2021,2023. At these meetings, the Audit Committee discussed with management, the Company’s independent registered public accounting firm (KPMG LLP), and the Company’s internal auditors the assessment of the Company’s internal controlcontrols over financial reporting. The Audit Committee also discussed with KPMG LLP its attestation report and opinion on the Company’s internal controlcontrols over financial reporting contained in the Annual Report. The Audit Committee regularly meets privately with KPMG LLP, the internal auditors, and the Vice President of Internal Audit during the year.Audit.   The Audit Committee reviewed and discussed with management and KPMG LLP the audited financial statements for the 2021 fiscal year, which ended January 29, 2022.Fiscal 2023. The Audit Committee also discussed with KPMG LLP the matters required to be discussed by applicable PCAOB and SEC standards. The Audit Committee, both with and without management present, discussed and reviewed the results of KPMG LLP’s examination of the financial statements and the overall quality of the Company’s financial reporting.   The Audit Committee engages in an annual evaluation of the independent registered public accounting firm’s qualifications. In evaluating and selecting the Company’s independent registered public accounting firm, the Audit Committee considered, among other things:   ► ► historical and recent performance of the current independent audit firm;   ► ► an analysis of known significant legal or regulatory proceedings related to the firm;   ► ► external data on audit quality and performance, including PCAOB reports;   ► ► industry experience;   ► ► audit fee revenues;   ► ► firm capabilities and audit approach; and   ► ► the independence, tenure, and partner rotation of the audit firm.   The Audit Committee also considers the advisability and potential impact of selecting a different independent registered public accounting firm. The Audit Committee obtained from KPMG LLP the written disclosures and the letter required by applicable PCAOB requirements regarding the independent accountant’sregistered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with KPMG LLP its independence and any relationships that may affect its objectivity. The Audit Committee also considered whether the non-audit services provided to the Company by KPMG LLP are compatible with maintaining KPMG LLP’s independence. The Audit Committee has satisfied itself that KPMG LLP is independent.   As a result of this evaluation, the Audit Committee approved the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 29, 2022, subject to shareholder ratification.Fiscal 2024.   Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Annual Report.   Members of the Audit Committee             GUILLERMO G. MARMOL VIRGINIA C. DROSOS MATTHEW M. DARLENE NICOSIA DARLENE ULICE PAYNE, JR. ULICE DONA D. MARMOL DROSOS MCKENNA NICOSIA PAYNE, JR. YOUNG           Chair Member Member and Audit Committee Financial Expert Member Member Member   2022 Proxy Statement2024 PROXY STATEMENT 10186        SHAREHOLDER OWNERSHIP   DIRECTORS AND EXECUTIVE OFFICERS   The table below shows the number of shares of Common Stock reported to us as beneficially owned by each of our directors and NEOs, and by all directors, NEOs, and other executive officers as a group, as of the Record Date, including shares of Common Stock that they have a right to acquire within 60 days after the Record Date by the exercise of stock options.   Mr. Johnson beneficially owned 1.5% of the total number of outstanding shares of Common Stock as of the Record Date. No other director or NEO beneficially owned 1% or more of the total number of outstanding shares as of the Record Date. Each person has sole voting and investment power for the number of shares shown, except as otherwise noted below:     Common Stock Beneficially Owned Excluding Stock Options   Stock Options Exercisable Within 60 Days After the Record Date   DSUs, RSUs, and PSUs   Total   Name Common Stock Beneficially Owned Excluding Stock Options (#)(1) Stock Options Exercisable Within 60 Days After 3/21/22 (#) DSUs, RSUs, and PSUs (#)(2) Total (#)   (#)(1)   (#)   (#)(2)   (#)   Baughn   –   –    32,164   32,164   Bracken 4,022 36,599 19,123 59,744   38,870   80,265   60,096   179,231   Dillon   27,649   55,991   115,388   199,028   Drosos – – –   7,752   –   1,925   9,677   Feldman 76,274 – 31,739 108,013   85,410   –   35,546   120,956   Gray 7,626 65,871 13,710 87,207 Johnson 344,206 974,230 105,948 1,424,384 Higginbotham(3)   –   1,893   8,524   10,417   Marmol 44,408 – 1,136 45,544   52,500   –   1,925   54,425   Martin 28,271 82,384 19,841 130,496 McKenna 12,008 – 1,136 13,144 Nicosia 6,045 – 1,569 7,614   7,181   –   12,984   20,165   Oakland 17,983 – 7,117 25,100   19,119   –   17,535   36,654   Page – 2,777 15,725 18,502 Page(3)   576   –   –   576   Payne 13,297 – 2,450 15,747   17,476   –   9,255   26,731   Peters 145,601(3) 194,553 37,048 377,202 Talwar 17,263(3) – 7,433 24,696 Reeves(3)   850   2,555   8,189   11,594   Rodgers   –   13,094   14,318   27,412   Underhill 15,443 – 1,136 16,579   25,535   –   1,925   27,460   Walker 4,829 – 2,373 7,202   5,965   –   11,715   17,680   Young 49,515 – 76,659 126,174   50,651   –   93,327   143,978   All 25 directors and executive officers as a group, including the NEOs 927,220 1,640,476 402,301 2,969,997(4) All 19 directors and executive officers as a group, including the NEOs   391,476   251,154   452,838   1,095,467 (4)    (1) (1) This column includes shares held in the Company’s 401(k) Plan. (2) (2) This column includes the (a) DSUs credited to the accounts of the directors who elected to defer all or part of their annual retainer fee,fees, (b) executives’ unvested RSUs, and (c) earned but unvested PSUs. The DSUs, RSUs, and PSUs do not have current voting or investment power. (3) (3) This information is based on the last beneficial ownership reports filed on behalf of Messrs. Page and Higginbotham and Ms. Peters and Mr. TalwarReeves with the SEC on May 31, 2022, March 30, 202124, 2023, and May 17, 2021, respectively, and also includes 7,209 RSUs that were accelerated in connection with Ms. Peters’s departure.March 15, 2023, respectively. (4) (4) This number represents approximately 3.1%1.2% of the shares of Common Stock outstanding at the close of business on the Record Date.   102  87   Foot Locker, Inc.     Share ownershipSHAREHOLDER OWNERSHIP   PRINCIPAL SHAREHOLDERS   The table below provides information on shareholders who beneficially owned more than 5% of our Common Stock as of December 31, 20212023 according to reports filed with the SEC. To the best of our knowledge, there are no other shareholders who beneficially own more than 5% of a class of the Company’s voting securities.   Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership (#) Percent of Class (%) BlackRock, Inc. 16,763,037(a) 17.8(a) 50 Hudson Yards New York, New York 10001 Vesa Equity Investment S.à r.l., EP Equity Investment S.à r.l., EP Investment S.à r.l., and Daniel Křetínský 12,750,317 11,468,571(a)(b) 12.9 12.3(a)(b) 39 Avenue John F. Kennedy 2, place de Paris     L-1855 L-2314 Luxembourg, Luxembourg     The Vanguard Group, Inc. 11,309,861 10,187,297(b)(c) 11.27 10.82(b)(c) 100 Vanguard Boulevard     Malvern, Pennsylvania 19355     BlackRock, Inc. FMR LLC 7,742,626 6,876,896(c)(d) 7.7 7.303(c)(d) 55 East 52nd 245 Summer Street     New York, New York 10055 Boston, Massachusetts 02210     FMR LLC 8,622,922(d) 8.591(d) 245 Summer Street Boston, Massachusetts 02210 Boston Partners 5,474,042(e) 5.45(e) One Beacon Street, 30th Floor Boston, Massachusetts 02108   (a) (a) Reflects shares beneficially owned as of July 14, 2021December 31, 2023, according to Form 4Amendment No. 3 to Schedule 13G filed with the SEC. As reported in this Formschedule, BlackRock, Inc., a parent holding company, holds sole voting power with respect to 16,533,597 shares and sole dispositive power with respect to 16,763,037 shares. (b) Reflects shares beneficially owned as of December 31, 2022, according to Amendment No. 4 to Schedule 13G filed with the SEC. As reported in this schedule, Vesa Equity Investment S.à r.l. is the record holder of the reported shares of Common Stock. The principal shareholder of Vesa Equity Investment S.à r.l. is EP Equity Investment S.à r.l. and its principal shareholder is EP Investment S.à r.l., the ultimate beneficial owner of which is Daniel Křetínský. Each of Mr. Křetínský andEP Equity Investment S.à r.l., EP Investment S.à r.l., and Mr. Křetínský may be deemed to hold shared voting power with respect to 12,750,31711,468,571 shares and shared dispositive power with respect to 12,750,31711,468,571 shares, and to be an indirect beneficial owner of the shares owned by Vesa Equity Investment S.à r.l. (c) (b) Reflects shares beneficially owned as of December 31, 20212023, according to Amendment No. 1214 to Schedule 13G filed with the SEC. As reported in this schedule, The Vanguard Group, an investment adviser, holds shared voting power with respect to 56,59355,082 shares, sole dispositive power with respect to 11,180,39310,040,991 shares, and shared dispositive power with respect to 129,468146,306 shares. (d) (c) Reflects shares beneficially owned as of December 31, 20212023, according to Amendment No. 13 to Schedule 13G filed with the SEC. As reported in this schedule, BlackRock, Inc., a parent holding company, holds sole voting power with respect to 7,434,875 shares and sole dispositive power with respect to 7,742,626 shares. (d) Reflects shares beneficially owned as of December 31, 2021 according to Amendment No. 15 to Schedule 13G filed with the SEC. As reported in this schedule, FMR LLC holds sole voting power with respect to 1,024,117 shares.6,844,066 shares, and sole dispositive power with respect to 6,876,896. Each of Crosby Advisors LLC, FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, Fidelity Management Trust Company, and Strategic Advisers LLC beneficially own shares. Abigail P. Johnson is a Director, the Chairman, and the Chief Executive Officer of FMR LLC. Neither FMR LLC nor Ms. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company LLC (“FMR Co. LLC”), a wholly-owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. LLC carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. (e) Reflects shares beneficially owned as of December 30, 2021 according to Amendment No. 1 to Schedule 13G filed with the SEC. As reported in this schedule, Boston Partners, an investment adviser, holds sole voting power with respect to 4,089,913 shares, shared voting power with respect to 9,361 shares, and sole dispositive power with respect to 5,474,042 shares.   2024 PROXY STATEMENT 2022 Proxy Statement88           103      ADDITIONAL INFORMATION DEADLINES AND PROCEDURES FOR NOMINATIONS AND SHAREHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING   Nominations and Shareholder Proposals Procedure Procedure Deadline Proposals for Inclusion in Our 2023 2025 Proxy Materials Under SEC Rule 14a-8, if a shareholder would like us to include a proposal in our Proxy Statement and form of proxy for the 20232025 annual meeting, our Corporate Secretary must receive the proposal at our Corporate Headquarters in order to be considered for inclusion in the 20232025 proxy statement. December 9, 202212, 2024 Director Nominations for Inclusion in Under Our 2023 Proxy Materials (Proxy Access)Access Bylaw Under our proxy access by-law,bylaw, a shareholder, or a group of up to 20 shareholders, owning at least 3% of the outstanding Common Stock 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)Bylaws), provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the By-Laws.Bylaws. Notices of proxy access nomination for the 20232025 annual meeting should be addressed to our Corporate Secretary at our Corporate Headquarters. You should carefully review the requirements specified in the By-Laws,Bylaws, which are available at investors.footlocker-inc.com/by-laws.by-laws. No earlier than November 9, 202212, 2024 and no later than December 9, 202212, 2024 Other Proposals or Nominations for the 2023 2025 Annual Meeting For any shareholder proposal that is not submitted under SEC Rule 14a-8, and any nomination of directors not submitted pursuant to our proxy access by-lawbylaw provision, our By-LawsBylaws describe the procedures that must be followed. Proposals for nomination for directors and other items of business should be addressed to our Corporate Secretary at our Corporate Headquarters and must contain the information specified in the By-Laws,Bylaws, which are available at investors.footlocker-inc. com/investors.footlocker-inc.com/by-laws. No earlier than January 18, 202321, 2025 and no later than February 17, 2023.20, 2025. However, if we hold the 20232025 annual meeting on a date that is not within 25 days before or after the first anniversary of the prior year’s annual meeting,Annual Meeting, then we must receive the notice no later than ten days after the earlier of the date we first provide notice of the meeting to shareholders or announce it publicly.   By Order of the Board of Directors,   SHEILAGH M. CLARKE Executive ANTHONY D. FOTI (he/him/his) Senior Vice President, Deputy General Counsel and Corporate Secretary April 8, 2022   April 11, 2024 104  89   Foot Locker, Inc.     FREQUENTLY ASKED QUESTIONS     Q: Q: What constitutes a quorum for the Annual Meeting?   A: A: We will have a quorum and be able to conduct the business of the Annual Meeting if the holders of a majority of the shares outstanding and entitled to vote are present at the meeting, either in person or by proxy. We will count abstentions and broker non-votes, if any, as present and entitled to vote in determining whether we have a quorum.   Q: Q: Who may vote at the Annual Meeting?   A: A: Only shareholders of record on the books of the Company as of the Record Date are entitled to vote at the Annual Meeting, and any adjournments or postponements of the meeting, on the items of business described in this Proxy Statement. There were 96,089,99794,494,579 shares of Common Stock outstanding as of the Record Date. Each share of Common Stock is entitled to one vote.   Q: Q: Can I vote shares held in employee plans?   A: A: If you hold shares of Common Stock through the 401(k) Plan or the 1165(e) Plan, your proxy card includes the number of shares allocated to your plan account. Your proxy card will serve as a VIF for these shares for the plan trustee to vote the shares. The trustee will vote only those shares for which voting instructions have been given. To allow sufficient time for voting by the trustees of these plans, your voting instructions must be received by 11:59 p.m. EDT on May 15, 2022.18, 2024.   Q: Q: Could matters be voted on at the Annual Meeting other than the proposals on page 1?   A: A: We do not know of any other business that will be presented at the Annual Meeting. If any other matters are properly brought before the meeting for consideration, then the persons named as proxies will have the discretion to vote on those matters for you using their best judgment.   Q: Q: What happens if I do not vote my shares?   A: A: This depends on how you hold your shares and the type of proposal. If you hold your shares in “street name,” such as through a bank or brokerage account, it is important that you cast your vote if you want it to count for Proposals 1 2, and 3.2. If you do not instruct your bank or broker regarding how to vote your shares, no votes will be cast on your behalf on Proposals 1 2, and 32 because the broker does not have discretionary authority to vote. This is called a “broker non-vote.” Your bank or broker will have discretion to vote any uninstructed shares on Proposal 4.3. If you are a “shareholder of record,” meaning your stock ownership is reflected directly on the books and records of the Company’s transfer agent, or if you hold your shares through the 401(k) Plan or 1165(e) Plan, no votes will be cast on your behalf on any of the proposals if you do not cast your vote.   If you are a “shareholder of record,” meaning your stock ownership is reflected directly on the books and records of the Company’s transfer agent, or if you hold your shares through the 401(k) Plan or 1165(e) Plan, no votes will be cast on your behalf on any of the proposals if you do not cast your vote. Q: Q: How will the votes be counted?   A: A: Votes will be counted and certified by an independent inspector of election. If you abstain from voting or there is a broker non-vote on any matter, your abstention or broker non-vote will not affect the outcome of such vote because abstentions and broker non-votes are not considered to be votes cast.   If you abstain from voting or there is a broker non-vote on any matter, your abstention or broker non-vote will not affect the outcome of such vote because abstentions and broker non-votes are not considered to be votes cast. Q: Q: Can I change my mind after voting my shares?   A: A: Yes, you may revoke your proxy at any time before it is used by:   ► sending a written notice to our Corporate Secretary at our Corporate Headquarters,   ► delivering a valid proxy card with a later date,   ► providing a later-dated vote by telephone, scanning, internet, or app, or   ► voting at the Annual Meeting.   2024 PROXY STATEMENT 90   FREQUENTLY ASKED QUESTIONS Q: How do I attend the Annual Meeting?   A: A: We are pleased to welcome shareholders to the Annual Meeting. The Annual Meeting will be held in a virtual format only to provide a safe experience for our shareholders and team members.only. All shareholders will be afforded the same rights they would have had at a physical meeting. The live audio webcast of the meeting will begin promptly at 9:00 a.m. EDT. Online access to the audio webcast will open shortly prior to the start of the meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. A support line will be available on the meeting website shortly prior to, and during, the meeting to assist shareholders with any technical difficulties they may have accessing or hearing the meeting. To be admitted to the Annual Meeting, you will need to log-in to virtualshareholdermeeting.com/FL2024 using the 16-digit control number found on your Notice, proxy card, VIF, or email previously sent to shareholders entitled to vote at the Annual Meeting. Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to ensure that your vote will be represented at the Annual Meeting.   Q: 2022 Proxy Statement 105 Frequently Asked Questions The live audio webcast of the meeting will begin promptly at 9:00 a.m. EDT. Online access to the audio webcast will open shortly prior to the start of the meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time. A support line will be available on the meeting website shortly prior to, and during, the meeting to assist shareholders with any technical difficulties they may have accessing or hearing the meeting. To be admitted to the Annual Meeting, you will need to log-in to virtualshareholdermeeting.com/FL2022 using the 16-digit control number found on your Notice, proxy card, VIF, or email previously sent to shareholders entitled to vote at the Annual Meeting. Even if you plan on attending the Annual Meeting, we encourage you to vote your shares in advance using one of the methods described in this Proxy Statement to ensure that your vote will be represented at the Annual Meeting. Q: Will there be a question and answer session at the Annual Meeting?   A: A: Shareholders may submit a question in advance of the meeting by emailing the Company at ir@footlocker.com. Live questions may be submitted online shortly prior to, and during, the Annual Meeting by logging in with the 16-digit control number at virtualshareholdermeeting.com/FL2022FL2024. We will answer questions during the meeting that are pertinent to the Company as time permits and in accordance with our rules of conduct for the Annual Meeting, which will be available on the virtual meeting website. Questions and answers may be grouped by topic and substantially similar questions may be grouped and answered once. Answers to any pertinent questions that are not addressed during the meeting may be published following the meeting on our corporate website at footlocker.com/corp.   Answers to any pertinent questions that are not addressed during the meeting may be published following the meeting on our corporate website at footlocker.com/corp. Q: Q: Will the Annual Meeting be available for replay?   A: A: A replay of the Annual Meeting will be made publicly available approximately 24 hours after the Annual Meeting at virtualshareholdermeeting.com/FL2022FL2024. The replay will be available for approximately one year.   Q: Q: Who pays the cost of this proxy solicitation?   A: A: The Company will pay for the cost of the solicitation of proxies, including the preparation, printing, and mailing of the proxy materials. Proxies may be solicited, without additional compensation, by our directors, officers, or team members by mail, telephone, facsimile, in person, or otherwise. We will request banks, brokers, and other custodians, nominees, and fiduciaries to deliver proxy materials to the beneficial owners of the Common Stock and obtain their voting instructions, and we will reimburse those firms for their expenses under both SEC and NYSE rules. In addition, we have retained Innisfree to assist us in the solicitation of proxies for a fee of $15,000 plus out-of-pocket expenses.   Proxies may be solicited, without additional compensation, by our directors, officers, or team members by mail, telephone, facsimile, in person, or otherwise. We will request banks, brokers, and other custodians, nominees, and fiduciaries to deliver proxy materials to the beneficial owners of the Common Stock and obtain their voting instructions, and we will reimburse those firms for their expenses under both SEC and NYSE rules. In addition, we have retained Innisfree M&A Incorporated to assist us in the solicitation of proxies for a fee of $15,000 plus out-of-pocket expenses. Q: Q: Why did I receive a notice, but no proxy materials?   A: A: We are furnishing proxy materials to our shareholders primarily over the internet under the SEC’s notice and access rules instead of mailing full sets of the printed materials. We believe that this procedure reduces costs, provides greater flexibility to our shareholders, and decreases the environmental impact of our Annual Meeting. For additional information regarding our commitment to the environment, see ourOur Global Environmental and Climate Change StatementPolicy is available at investors.footlocker-inc.com/climate. On or about April 8, 2022,11, 2024, we started mailing a Notice to most of our shareholders in the United States. The Notice contains instructions on how to access our Proxy Statement and Annual Report on the internet and vote online. If you received a Notice, you will not receive paper copies of the proxy materials, unless you request them. If you received a Notice and would like to receive paper copies of the proxy materials, please follow the instructions on the Notice for requesting the materials, and we will promptly mail the materials to you. We are mailing to shareholders, or making available to shareholders via the internet, this Proxy Statement, proxy card, and Annual Report on or about April 11, 2024.   We are mailing to shareholders, or making available to shareholders via the internet, this Proxy Statement, form of proxy card, and our Annual Report on or about April 8, 2022. Q: Q: What is “householding” and how does it affect me?   A: A: The Company has adopted the “householding” procedure approved by the SEC, which allows us to deliver one set of documents to a household of shareholders instead of delivering a set to each shareholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the number of copies to be printed and mailed. Shareholders who receive proxy materials in paper form will continue to receive separate proxy cards/VIFs to vote their shares. Shareholders who receive the Notice will get instructions on submitting their proxy cards/VIF via the internet. If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact Broadridge using their contact information provided under Helpful Resources on page 92. We will promptly deliver the proxy materials to you upon receipt of your request. If you hold your shares in street name, please contact your bank, broker, or other record holder to request information concerning householding.   If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact Broadridge Financial Solutions, Inc. using their contact information provided under Helpful Resources on page 107. We will promptly deliver the proxy materials to you upon receipt of your request. If you hold your shares in street name, please contact your bank, broker, or other record holder to request information about householding.   91   Foot Locker, Inc. HELPFUL RESOURCES   106Annual Meeting     Foot Locker, Inc. virtualshareholdermeeting.com/FL2024   Annual Meeting virtualshareholdermeeting.com/FL2022     Board of Directors   Board investors.footlocker-inc.com/board Committees investors.footlocker-inc.com/bcommittees Committee Charters   Audit Committee investors.footlocker-inc.com/audit Finance HCC Committee investors.footlocker-inc.com/financecomp Human Capital NCR Committee investors.footlocker-inc.com/compgov Responsibility Technology Committee investors.footlocker-inc.com/govtech     ESG Public Reporting   Annual Report investors.footlocker-inc.com/ar Impact Report investors.footlocker-inc.com/impactreport     Financial Reporting Governance Documents   Annual Report Anti-Corruption Policy investors.footlocker-inc.com/aracp Bylaws investors.footlocker-inc.com/by-laws Certificate of Incorporation investors.footlocker-inc.com/coi Code of Business Conduct investors.footlocker-inc.com/cobc Conflict Minerals Policy investors.footlocker-inc.com/conflictminerals Corporate Governance Guidelines investors.footlocker-inc.com/cgg Global Environmental and Climate Change Policy investors.footlocker-inc.com/climate Global Human Rights Policy investors.footlocker-inc.com/humanrights Global Occupational Health and Safety Policy investors.footlocker-inc.com/safety Global Sourcing Guidelines investors.footlocker-inc.com/gsg Global Water Stewardship Policy investors.footlocker-inc.com/water Incentive Compensation Recoupment Policy investors.footlocker-inc.com/clawback Policy Prohibiting Insider Trading investors.footlocker-inc.com/trading Procedures for Communications with the Board investors.footlocker-inc.com/boardcomms Stock Ownership Guidelines investors.footlocker-inc.com/stock     Foot Locker, Inc. Corporate Website footlocker.com/corp Leadership Team investors.footlocker-inc.com/management Investor Relations investors.footlocker-inc.com/ir Governance Documents Anti-Corruption Policy investors.footlocker-inc.com/acp By-Laws investors.footlocker-inc.com/by-laws Certificate of Incorporation investors.footlocker-inc.com/coi Code of Business Conduct investors.footlocker-inc.com/cobc Code of Business Conduct Waivers investors.footlocker-inc.com/cobcwaivers Conflict Minerals Policy investors.footlocker-inc.com/conflictminerals Corporate Governance Guidelines investors.footlocker-inc.com/cgg Global Environmental and Climate Change Statement investors.footlocker-inc.com/climate Global Human Rights Statement investors.footlocker-inc.com/humanrights Global Occupational Health and Safety Statement investors.footlocker-inc.com/safety Global Sourcing Guidelines investors.footlocker-inc.com/gsg Global Water Stewardship Statement investors.footlocker-inc.com/water Procedures for Communications with the Board investors.footlocker-inc.com/boardcomms Contacts       To Request Copies of our Annual Report, Committee Charters, or Governance Documents   Company Contacts Board or General Counsel andCorporate Secretary sclarke@footlocker.com anthony.foti@footlocker.com   Investor Relations ir@footlocker.com   or mail to our Corporate Headquarters, attention to the applicable contact   Corporate Headquarters Foot Locker, Inc. 330 West 34th Street New York, New York 10001 212-720-3700 To Request Copies of the Internet Notice or Proxy Materials Broadridge Financial Solutions, Inc. (Tabulator/Inspector of Election) proxyvote.com sendmaterial@proxyvote.com 800-579-1639   To Change Your Householding Election Broadridge Financial Solutions, Inc. Householding Department 51 Mercedes Way Edgewood, New York 11717 866-540-7095   For Questions or Assistance Voting Innisfree M&A Incorporated (Proxy (Proxy Solicitor) Shareholders in the United States and Canada: 877-750-2689 866-239-1762 Shareholders in all other locations: 412-232-3651 Banks and brokers: 212-750-5833 2024 PROXY STATEMENT 92     2022 Proxy Statement 107   APPENDIX A     GAAP TO NON-GAAP RECONCILIATION Adjusted Operating Income Calculation for Annual Incentive Plan Payouts. Please note the following reconciliation: 2023 ($ in millions ) Pre-tax income: Loss before income taxes (423 ) Pre-tax adjustments excluded from GAAP: 53rd week (16 ) Impairment and other charges 80 Other income, net 548 Interest expense, net 9 Adjusted Operating Income (Annual Incentive Plan Payout) 198 Two-Year Average After-Tax Income Calculation for 2022-24 PSU Payouts. Please note the following reconciliation:     2023     2022     Average       ($ in millions)           After-tax income:                         Net (loss) income attributable to Foot Locker, Inc.     (330 )     342           After-tax adjustments excluded from GAAP:                         Impairment and other charges, net of income tax benefit of $18 million and $21 million, respectively(1)     62       91           Other expense, net of income tax benefit of $(142) million and $(9) million, respectively(1)     406       32           Net loss from discontinued operations, net of income tax benefit of $- and $1 million, respectively(1)     —       3           Tax reserves benefit/charge(1)     (4 )     5           Two-Year Average After-Tax Income (non-GAAP)     134       473           Disregarded items for the PSU awards, not part of non-GAAP adjustments(2)     —       36           Two-Year Average After-Tax Income (PSU payouts)     134       437       286   (1) See pages 22 through 24 of our Annual Report for a description of these items. (2) The PSU awards provide for the exclusion of certain items that the HCC Committee considers unusual or non-recurring. The disregarded items permitted under the PSU awards include adjustments relating to the 53rd week of Fiscal 2023.       93   Foot Locker, Inc. APPENDIX A ROIC Calculation for 2022-24 PSU Payouts. Please note the following reconciliation:     2023     2022     Average       ($ in millions)         Pre-tax income:                         (Loss) income before income taxes     (423 )      524           Pre-tax adjustments excluded from GAAP:                         Impairment and other charges(1)     80       112           Other income, net(1)     548       41           Adjusted income before income taxes (non-GAAP)     205       677           Interest expense, net     (9 )     (15 )         Adjusted EBIT for ROIC (PSU awards)     214       692           + Interest component of straight-line rent expense(1)     133       136           Adjusted net operating profit     347       828           - Adjusted income tax expense(1)     (107 )     (244 )         + Net loss attributable to noncontrolling interests     —        1           = Adjusted return after taxes     240       585       413   Average total assets     7,388       8,021           - Average cash and cash equivalents     (417 )     (670 )         - Average non-interest-bearing current liabilities     (927 )     (1,109 )         - Average merchandise inventories     (1,576 )     (1,455 )         + 13-month average merchandise inventories     1,804       1,569           = Average invested capital     6,272       6,356       6,314   ROIC % (PSU payouts)     3.8 %     9.2 %     6.5 % (1) See pages 22 through 24 of our Annual Report for a description of these items.     2024 PROXY STATEMENT 94                       This page intentionally left blank.                         330 WEST 34TH STREET NEW YORK, NEW YORK 10001 VOTE BY INTERNET Before The Meeting- Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/FL2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.  VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D67373-P64618 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. FOOT LOCKER, INC. Proposals - The Board of Directors recommends a vote FOR each of the nominees, FOR Proposal 2, 1 Year for Proposal 3, and FOR Proposal 4. 1.  Elect Ten Directors to the Board to Serve for One-Year Terms.  Nominees: For Against  Abstain  1a. Virginia C. Drosos  1b. Alan D. Feldman  1c. Richard A. Johnson  1d. Guillermo G. Marmol  1e. Darlene Nicosia  1f. Steven Oakland  1g. Ulice Payne, Jr.  1h. Kimberly Underhill  1i. Tristan Walker  1j. Dona D. Young For Against Abstain 2. Vote, on an Advisory Basis, to Approve the Company's Named Executive Officers' Compensation. 1 Year 2 Years 3 Years Abstain 3. Vote, on an Advisory Basis, on whether the Shareholder Vote to Approve the Company's Named Executive Officers' Compensation Should Occur Every 1, 2, or 3 Years.   For Against Abstain 4. Ratify the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the 2022 Fiscal Year. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please indicate if you plan to attend this meeting. Yes No Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.   Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report with Form 10-K are available at www.proxyvote.com. D67374-P64618 FOOT LOCKER, INC. Annual Meeting of Shareholders May 18, 2022 at 9:00 A.M. Eastern Daylight Time This proxy is solicited by the Board of Directors of Foot Locker, Inc. Andrew E. Page, Sheilagh M. Clarke, and John A. Maurer, or any of them, each with the power of substitution, are hereby authorized to vote the shares of the undersigned at the Annual Meeting of Shareholders of Foot Locker, Inc., to be held on May 18, 2022, at 9:00 A.M., local time, virtually at www.virtualshareholdermeeting.com/FL2022, and at any adjournment or postponement thereof, upon the matters set forth in Foot Locker, Inc.'s Proxy Statement and upon such other matters as may properly come before the Annual Meeting, voting as specified on the reverse side of this card with respect to the matters set forth in the Proxy Statement, and voting in the discretion of the above-named persons on such other matters as may properly come before the Annual Meeting. IF YOU ARE NOT VOTING BY TELEPHONE OR INTERNET, PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD AND PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE. THE PERSONS NAMED ABOVE AS PROXIES CANNOT VOTE THE SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR VOTE BY TELEPHONE OR INTERNET. YOU MAY SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOX IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. EMPLOYEE PLANS IF YOU ARE A PARTICIPANT IN THE FOOT LOCKER 401(k) PLAN OR THE FOOT LOCKER PUERTO RICO 1165(e) PLAN, BY SIGNING AND RETURNING THIS PROXY CARD (OR VOTING BY TELEPHONE OR INTERNET), YOU WILL AUTHORIZE THE PLAN TRUSTEES TO VOTE THOSE SHARES ALLOCATED TO YOUR ACCOUNT AS YOU HAVE DIRECTED. Continued and to be signed on reverse side