Proposal 11: Election of Directors

Summary of Director Qualifications and Experience and Demographic Matrix

Maxine Clark

Nicholas DiPaolo(1)

Alan D. Feldman

Jarobin Gilbert, Jr.

Richard A. Johnson

Guillermo G. Marmol

Matthew M. McKenna

Steven Oakland

Ulice Payne, Jr.

Cheryl Nido Turpin

Kimberly Underhill

Dona D. Young

Leadership

Chief Executive experience is important because directors who have served as CEOs of public or substantial privately-held companies have experience working, communicating, and engaging with a variety of important stakeholder groups, including shareholders, bondholders, and investment analysts

Broad-Based Business expertise provides a depth of experience to leverage in evaluating issues, and making business judgments

Digital and Channel Connectivity experience is important to the Company as we build a more powerful digital experience for our customers

Information Security experience is relevant given the importance of protecting both the Company’s and our customers’ information

International experience is important in understanding and reviewing our business and strategy outside of the United States, particularly in Europe as it is a strategic priority

Strategy

Retail, Brand Marketing, and Social Media experience gives directors a practical understanding of assessing, developing, and implementing our marketing and customer engagement strategies

Strategic Planning and Analysis experience provides a practical understanding of assessing, developing, and implementing the metrics of our long-term financial objectives and strategic priorities

Target Market experience is important to understand our business and strategy as our brands keenly focus on their target customers

Technology and Systems experience is important given the importance of technology to the retail marketplace, our internal operations, and our customer engagement initiatives

Accounting or Financial expertise gained from experience as a CEO, audit professional, or finance executive is important because it assists our directors in understanding and overseeing our financial reporting and internal controls

Governance

Business Development / Mergers and Acquisitions experience is important because it helps in assessing potential growth opportunities

Risk Management experience is helpful to the Board’s role in overseeing the risks facing the Company

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Corporate Governance

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

Board Diversity

We believe that the Boardour slate of director nominees possesses the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business experience, service on our Board and the boards of other organizations, and viewpoints. We have refreshed our Board over the past sixfive years, as seventhree highly-qualified directors were added to the Board, and fivethree directors will have retired asretired. 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 this Annual Meeting.Board deliberations and decision making. This blend of qualifications, attributes, and tenure results in highly effective leadership and is summarized below.

Knowledge, Skills, and Experience		Clark	Feldman	Johnson	Marmol	McKenna	Oakland	Payne	Turpin	Underhill	Young
Leadership
	Chief Executiveexperience is important because directors who have served as CEOs of public or substantial privately-held or non-profit companies have experience working, communicating, and engaging with a variety of important stakeholder groups, including shareholders, bondholders, and investment analysts	●	●	●	●	●	●	●			●
Strategy
	Broad-Based Businessexpertise provides a depth of experience to leverage in evaluating issues, and making business judgments	●	●	●	●	●	●	●	●	●	●
	Digital and Channel Connectivityexperience is important to the Company as we build a more powerful digital experience for our customers	●		●	●
	Public Serviceexperience is relevant to the Company as it is affected by government actions					●		●
	Information Securityexperience is relevant given the importance of protecting both the Company’s and our customers’ information				●						●
	Internationalexperience is important in understanding and reviewing our business and strategy outside of the United States, particularly in Europe and Asia	●		●			●	●		●	●
	Retail, Brand Marketing, and Social Mediaexperience gives directors an understanding of assessing, developing, and implementing our marketing and customer engagement strategies	●	●	●			●		●	●
	Strategic Investmentsexperience is important in evaluating our financial statements and investment strategy			●		●					●
	Strategic Planning and Analysisexperience provides a practical understanding of assessing, developing, and implementing the metrics of our long-term financial objectives and strategic priorities	●	●	●	●	●	●	●		●	●
	Supply Chainexperience is important to understand the omnichannel commerce distribution model with multiple fulfilment points to serve the customer			●			●			●

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Proposal 1: Election of Directors

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

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Foot Locker, Inc.

Corporate Governance Guidelines 

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

Our Board of Directors

Our By-Laws provide for a Board consisting of between 7 and 13 directors. The exact number of directors is determined from time to time by the entire Board. The Board periodically reviewshas fixed the guidelinesnumber of directors at 10, and revises them, as appropriate. Thethere are currently 10 directors on our Board.

Directors’ Independence

A director is not considered independent under New York Stock Exchange (“NYSE”) rules if he or she has a material relationship with the Company that would impair his or her 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 availableposted on the corporate governance section of the Company’s corporate website atwww.footlocker.com/corpgovfootlocker.com/corp. You may also obtain a printed copy of the guidelines by writing to the Secretary at the Company’s headquarters.

Committee Charters

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

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

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Corporate Governance

information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to the Company. The Company’s written policies and procedures for related person transactions are included within both the Corporate Governance Guidelines and the Code of Business Conduct. There were no related person transactions in 2018.

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

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

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

The Board has determined that all members of the Audit Committee, the Compensation Committee, the Finance Committee, and the Nominating Committee. Copies ofand Governance Committee are independent as defined under the charters for these committees are available onNYSE listing standards and the corporate governance section ofdirector independence standards adopted by the Company’s corporate website atwww.footlocker.com/corpgov. You may also obtain printed copies of these charters by writing to the Secretary at the Company’s headquarters.Board.

Policy on Voting for DirectorsBoard Leadership Structure

Our Corporate Governance Guidelines provide that if a nominee for directorBoard evaluates, from time to time as appropriate, whether the same person should serve as Chairman and Chief Executive Officer, or whether the positions should be held by different persons, in an uncontested election receives more votes “withheld” from his or her election than votes “for” election, then the director must offer his or her resignation for consideration by the Nominating Committee. The Nominating Committee will evaluate the resignation, weighinglight of all relevant facts and circumstances and what it considers to be in the best interests of the Company and its shareholders,our shareholders. Since May 2016, the positions of Chairman and make a recommendation to theChief Executive Officer have been held by Richard A. Johnson, with Dona D. Young serving as independent Lead Director. The Board on the action to be taken. For example, the Nominating Committee may recommend (i) accepting the resignation, (ii) maintaining the director but addressing what the Nominating Committee believes to be the underlying cause of the withheld votes, (iii) resolving that the director will not be re-nominated in the future for election, or (iv) rejecting the resignation. When making its determination, the Nominating Committee will consider all factors that it deems relevant, including (i) any stated reasons why shareholders withheld votes from the director, (ii) any alternatives for curing the underlying cause of the withheld votes, (iii) the director’s tenure, (iv) the director’s qualifications, (v) the director’s past and expected future contributions to the Board and to the Company, and (vi) the overall composition of the Board, including whether accepting the resignation would cause the Company to fall below the minimum number of directors required under the Company’s By-Laws or fail to meet any applicable U.S. Securities and Exchange Commission (the “SEC”) or New York Stock Exchange (the “NYSE”) requirements. We will promptly disclose the Board’s decision on whether to accept the director’s resignation, including, if applicable, the reasons for rejecting the offered resignation.has utilized various leadership structures since 2010, as shown below:

At this Annual Meeting, shareholders are being asked to approve an amendment to the By-Laws, which is recommended by the Board, to provide for majority voting for directors in uncontested elections. Please see Page 81 for more information on this proposal.

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Corporate Governance

Lead Director Independence

The Board believes that, a significant majority of its members should be independent, as determined by the Board based on the criteria established by the NYSE. Each year, the Nominating Committee reviews any relationships between outside directors and the Company that may affect independence. Currently, one of the twelve members of the Board serves as an officer of the Company, and the remaining eleven directors are independent under the criteria established by the NYSE. Please see Pages 16 through 17 for more information regarding director independence.

Committee Rotation

As a general principle, the Board believes that the periodic rotation of committee assignments on a staggered basis is desirable and provides an opportunity to foster diverse perspective and develop breadth of knowledge within the Board.

Lead Director

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

The Lead Director’s responsibilities include:

	·	presiding at Board meetings at which the Chairman is not present;
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	·	presiding at executive sessions of the independent directors;
	·	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 after conferring with the Chairman and other members of the Board, as appropriate, and may add agenda items in her discretion;
	·	approving Board meeting schedules to assure that there is sufficient time for discussion of all agenda items;
	·	having the authority to call meetings of the independent directors;
	·	leading the Board’s annual performance evaluation of the Chief Executive Officer, including an annual evaluation of the Chief Executive Officer’s interaction with the Board;
	·	being available to advise the Chairman and the committee chairs in fulfilling their designated roles and responsibilities to the Board; and
	·	performing such other functions as the Board or other directors may request.

Corporate Governance

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

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

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Corporate Governance

Board Leadership Structure

Our Board evaluates, from time to time as appropriate, whether the same person should serve as Chairman and Chief Executive Officer, or whether the positions should be bifurcated, in light of all relevant facts and circumstances and what it considers to be in the best interests of the Company and our shareholders. In May 2016, the positions of Chairman and Chief Executive Officer were re-combined and are held by Richard A. Johnson, with Dona D. Young serving as independent Lead Director. The Board has utilized various leadership structures since 2001, as shown below:

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

Executive Sessions of Non-Management Directors

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

Board Evaluations

Each year, the Board and its committees conduct self-evaluations. The Nominating Committee oversees the evaluation process and reviews the procedures, which may vary from year to year, in advance of each year’s evaluation process. The self-evaluation process is designed to elicit candid feedback regarding the areas where the Board and its committees could improve their effectiveness. In addition, in a prior year, the Nominating Committee engaged a third party to conduct a survey of the directors with regard to the assessment process and other governance areas and report to the full Board on the survey results and benchmark information, and may consider engaging a third party in the future with regard to the evaluation process.

Board Members’ Attendance at Annual Meetings

Directors are expected to attend annual meetings of shareholders. The annual meeting is normally scheduled on the same day as a quarterly Board meeting. In 2016, all of the directors then serving attended the annual meeting.

Director On-Boarding and Education

We have an on-boarding program for new directors that is intended to educate a new director on the Company and the Board’s practices. OverDuring the coursefirst year of the one-year on-boarding program,director’s service, the newly-elected director meets with the Company’s Chief Executive Officer, Chief Financial Officer, Chief Human Resources Officer, General Counsel and Secretary, and other members of senior management, to review the Company’s business operations, financial matters, strategy, investor relations, risk management, corporate governance, composition of the Board and its committees, and succession and development plans. Additionally, he

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Corporate Governance

or she visits our stores atnear the Company’s New York headquarters, and elsewhere, with senior management for an introduction to store operations. During the on-boardingthis first year, new directors periodically meet with the Lead Director and will meet with the committee chairs for a deep divean immersion into the work of the committees.

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

We also provide the Board with educational training, from time to time on subjects applicable to the Board and the Company, including with regard to retailing, accounting, financial reporting, and corporate governance, using both internal and external resources, in connection with each quarterly Board meeting and weprovide outside speakers on relevant topics during Board dinners. We encourage all directors to attend other continuing education programs to maintain their expertise and provide feedback to the other directors on these programs.

PaymentMandatory Resignation or Retirement

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

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

Corporate Governance Guidelines

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

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

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Corporate Governance

Board Attendance

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

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

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

Retention of Outside Advisors

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

Board Evaluations

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

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

Stock Ownership Guidelines

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

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

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Foot Locker, Inc.