| Check the appropriate box: | |||||
| Preliminary Proxy Statement | ||||
| Confidential, for Use of the Commission Only (as permitted by RULE | ||||
| Definitive Proxy Statement | ||||
| Definitive Additional Materials | ||||
| Soliciting Material under | ||||
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION—APRIL17, 2023
UNITED STATES
| Filed by the Registrant |
| Filed by a Party other than the Registrant | |||||||||||
| Check the appropriate box: | |||||
| Preliminary Proxy Statement | ||||
| Confidential, for Use of the Commission Only (as permitted by RULE | ||||
| Definitive Proxy Statement | ||||
| Definitive Additional Materials | ||||
| Soliciting Material under | ||||
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| No fee required | |||||||
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[●], 2023
Our company has navigated this ever-shifting landscape by focusing on a collective purpose:the occasion, finding new and creative ways to helpfurther our purpose of helping our customers feel good and look their best. While we’ve continually sought out new ways
This focus has proven especially critical in the face of challenges or periods of rapid change, and 2022 was no exception. We started the year with a plan to improve inventory flow, increase the speed and efficiency ofadvancing our supply chain optimization initiatives.
While we’re proud ofcontinuing our people formomentum at the hard work they put in on behalf ofRack by opening additional new stores and offering our customers great brands at great prices.
products and brands we know our customers respond to. We are entering 2023 with a clear understanding of howalso continued to strengthen our supply chain to get products into our customers’ hands more quickly, narrowing shipping windows and where we must make progress and are acting with urgency to ensure we do. In addition to continuingimproving productivity throughout our network. These critical efforts helped us continue to improve the customer experience and positioned us well for the year ahead.
We are also lookingworking more efficiently across our businessorganization, honing our merchandising strategy and operationsenhancing the shopping experience across our banners, both in our stores and online. This year, we’re looking forward to ensuregrowing our online product assortment to offer our customers more choices and serve them on even more occasions. As we do this, we are deployingcreating a more personalized digital experience that makes it easy for our financial resourcescustomers to shop that growing assortment and talent against the opportunities where we are best positioneddiscover relevant brands and products.
We know that nothing we do would be possible without our teams’ hard work and commitment to our customers. It’s because of our people that we’re able to look to the future with optimism about the health of our business, confidence in our ability to achieve our goals and excitement for the opportunity to continue serving our customers.
With the support oftheir growth as they’ve supported us.
business.
 | ||||||||||||||
| Bradley D. Tilden | ||||||||||||||
| Chairman of the Board | ||||||||||||||
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Erik B. Nordstrom | Peter E. Nordstrom | |||||||
| Chief Executive Officer |
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| WHEN | WHERE | RECORD DATE | ||||||
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Items of Business
To vote on the following proposals:
| Items of Business | |||||
| To vote on the following proposals: | |||||
| 1 | To elect | ||||
| 2 | To ratify the appointment of Deloitte as our | ||||
| 3 | To conduct an advisory vote regarding the compensation of our Named Executive Officers | ||||
| 4 |
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| To transact any other business that may properly come before the Annual Meeting and any adjournment or postponement thereof | ||||
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
You may vote in advance of the meeting, byuntil 11:59 p.m. Eastern Daylight Time on May 21, 2024, using any of the following methods:
 |
|  | Toll-free Phone Call |  |
|  | Scanned QR Code
Using your mobile | ||||||||||||||||||||||||||||||||||
[●], 2023
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| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE | ||
| The accompanying Proxy Statement and the | ||
| 5 |
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| Term | Definition | ||||
| Company’s Annual Report on Form | ||||
| AFC | Audit and Finance Committee of the Board | ||||
ASC 718 | Accounting Standards Codification 718, Stock Compensation | ||||
Board | The Board of Directors | ||||
Broadridge | Broadridge Investor Communication Services | ||||
Bylaws | Bylaws of the Company (as amended and restated September 20, 2023) | ||||
| CD&A | Compensation Discussion & Analysis | ||||
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| Chief Executive Officer | ||||
CFO | Chief Financial Officer | ||||
CGNC | Corporate Governance and Nominating Committee of the Board | ||||
Chairman | Our Board Chairman, a | ||||
Clawback Policy | Executive compensation clawback policy contained in our corporate governance guidelines (as amended August 16, 2023) | ||||
| Committee | A committee of the Board of the Company | ||||
| Common Stock | Nordstrom common stock | ||||
CPCC | Compensation, People and Culture Committee of the Board | ||||
DDCP | Nordstrom Directors Deferred Compensation Plan | ||||
Deloitte | Deloitte & Touche LLP | ||||
DEIB | Diversity, Equity, Inclusion and Belonging | ||||
| DEIB Goals | Our | ||||
EBIT | Earnings (Loss) Before Interest and Income Taxes | ||||
EIP | Equity Incentive Plan | ||||
EMBP | Executive Management Bonus Plan | ||||
ERG | Employee Resource Group | ||||
ESG | Environmental, Social and Governance | ||||
ESPP | Employee Stock Purchase Plan | ||||
Exchange Act | Securities Exchange Act of 1934 | ||||
FASB | Financial Accounting Standards Board | ||||
GAAP | U.S. Generally Accepted Accounting Principles | ||||
Incentive Adjusted EBIT | Incentive Adjusted Earnings (Loss) Before Interest and Income Taxes (a | ||||
Incentive Adjusted ROIC | Incentive Adjusted Return on Invested Capital (a | ||||
Investor Relations Website | Our investor relations website | ||||
IRC | Internal Revenue Code | ||||
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| Nordstrom Deferred Compensation Plan | ||||
NEO | Named Executive Officer | ||||
Notice | Notice of Annual Meeting of Shareholders | ||||
NYSE | New York Stock Exchange | ||||
PEO | Principal Executive Officer | ||||
Plan Trustee | Bank of New York Mellon, as trustee of the Nordstrom 401(k) Plan | ||||
PSU | Performance Share Unit | ||||
Record Date |
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RSU | Restricted Stock Unit | ||||
SEC | Securities and Exchange Commission | ||||
Semler Brossy | Semler Brossy Consulting Group, LLC | ||||
SERP | Supplemental Executive Retirement Plan | ||||
TC | Technology Committee of the Board | ||||
TSR | Total Shareholder Return | ||||
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Nominee Demographics
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PROXY SUMMARY
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Relevant Skills and Experience
Retail Industry |
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Marketing & Customer Experience |
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10 | 6 | ||||||||||||||||||||||||||||||||
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Business Transformation |
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as reflected in their biographies in the section of this Proxy Statement titled “Proposal 1: Election of Directors” on page
| Committee Memberships | ||||||||||||||||||||||||||
| Name | Age | Independent | Director Since | Professional Highlights | AFC | CGNC | CPCC | TC | ||||||||||||||||||
| Stacy Brown-Philpot | 48 | ü | 2017 | Founder & Managing Partner, Cherryrock Capital | M, F | C | ||||||||||||||||||||
| James L. Donald | 70 | ü | 2020 | Co-Chairman, Albertsons Companies | M, F | C | ||||||||||||||||||||
| Kirsten A. Green | 52 | ü | 2019 | Founder & Managing Partner, Forerunner Ventures | M, F | M | ||||||||||||||||||||
| Glenda G. McNeal | 63 | ü | 2019 | Chief Partner Officer, American Express | C | M | ||||||||||||||||||||
| Erik B. Nordstrom | 60 | 2006 | Chief Executive Officer, Nordstrom | |||||||||||||||||||||||
| Peter E. Nordstrom | 62 | 2006 | President & Chief Brand Officer, Nordstrom | |||||||||||||||||||||||
| Amie Thuener O’Toole | 49 | ü | 2022 | Vice President and Chief Accounting Officer, Alphabet | C, F | M | ||||||||||||||||||||
| Guy B. Persaud | 53 | ü | 2023 | President, New Business Unit, Procter & Gamble | ||||||||||||||||||||||
| Eric D. Sprunk | 60 | ü | 2023 | Former COO, Nike | M | M | ||||||||||||||||||||
Bradley D. Tilden Chairman of the Board | 63 | ü | 2016 | Chairman of the Board, Nordstrom, Former Chairman and CEO, Alaska Air Group | M | |||||||||||||||||||||
| Mark J. Tritton | 60 | ü | 2020 | Former President and CEO, Bed Bath & Beyond | M | M | ||||||||||||||||||||
| Atticus N. Tysen | 58 | ü | 2023 | SVP, Product Development, Chief Information Security and Fraud Prevention Officer, Intuit | M | M | ||||||||||||||||||||
C | Committee Chair | |||||||||||||||||||||||||
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| F | Financial Expert | |||||||||||||||||||||||||
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PROXY SUMMARY
| 7 | 2024 Proxy Statement | | ||||||||||||
| Our Director Nominee Demographics | ||
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| Nominee Tenure | ||
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| Board Attendance | Board Committees Chaired by Women | ||||||||||
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| Our Board’s nominees possess a balance of leadership experiences, diverse perspectives, strategic skill sets and professional expertise that is essential in furthering our business strategy and objectives, including: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 10 | 10 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| 11 | 7 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Risk & Crisis Management |  | Diversity, Equity, Inclusion & Belonging |  | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 9 | 8 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| The Board recommends a vote “FOR” this proposal. | ||||
| The Board recommends a vote “FOR” this proposal. | ||||
payout on the EBIT measure, which was weighted 100% for the CEO and President & Chief Brand Officer and weighted 75% for all other NEOs.
CEO and | Average of all Other NEOs | |||||||
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85% | 73% | |||||||
Performance Based | Performance Based |
The Board recommends a vote FOR this proposal.
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PROXY SUMMARY
| CEO and President & Chief Brand Officer | Average of All Other NEOs | ||||
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| 85% | 75% | ||||
| Performance-Based | Performance-Based | ||||
| 2024 Proxy Statement | 10 | ||||||||||||
The Board has determined that holding an advisory vote on executive compensation every year is the most appropriate policy for the Company at this time, and recommends that shareholders vote for future advisory votes on executive compensation to occur every year. At the 2017 Annual Meeting of Shareholders, over 95% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis. Furthermore, many elements of our executive compensation program are reviewed and determined annually, including:
• base salary;
•long-term incentive grants under the 2019 Equity Incentive Plan.
Holding an annual advisory vote on executive compensation would continueBack to closely coincide with these decisions, promote corporate transparency and shareholder awareness of the Company’s compensation policies and practices and also provides the Company with more direct and immediate feedback on our compensation disclosures and practices.
The Board recommends a vote for “1 YEAR” for this proposal.
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Shareholders are being asked to approve the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan.
•The Company has granted equity awards to its employees and directors under Nordstrom equity compensation plans since 1977 as part of a long-held approach to pay-for-performance. We believe it is important the Company have the ability to use stock-based compensation to attract and retain key talent, provide employees with a stake in the Company’s success, and align our team with long-term shareholder outcomes.
•Equity compensation is also fundamental to our compensation philosophy and core objectives of paying for performance and aligning the interests of employees with those of shareholders. We believe that equity awards, and the potential they hold for appreciation through an increase in our stock price, support our pay-for-performance philosophy, provide further incentive to our employees to focus on creating long-term shareholder value and create an ownership culture that links employees’ interests with those of our shareholders and our long-term results, performance, and financial condition.
Absent shareholder approval, as a result of the volatility of the price of the Company’s Common Stock, the number of shares remaining available for grant under the EIP may become insufficient to meet the Company’s anticipated needs in 2024 – both with respect to its annual compensatory awards, as well as any potential need to address employee retention concerns. Therefore, we are asking the Company’s shareholders to approve this amendment to the EIP to increase the reserves for issuance by 15,000,000shares, which we expect to last 2-3 years.
The Board recommends a vote FOR this proposal.
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Shareholders are being asked to approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan. The Board believes that it is in the best interests of the Company and its shareholders to approve the amendment to the ESPP in order to provide current and prospective employees of the Company and participating subsidiaries with the continuing opportunity to acquire equity interests in the Company through the ESPP. Therefore, the Board believes that this amendment to the ESPP will advance the interests of the Company’s shareholders.
Absent shareholder approval, it is anticipated that the reserve of Common Stock available for purchase under the ESPP may be exhausted as soon as 2024, depending on fluctuations in the Company’s stock price. Therefore, we are asking the Company’s shareholders to approve this amendment to the ESPP which will increase the maximum number of shares of Common Stock authorized for issuance under the ESPP by 3,500,000shares.
The Board recommends a vote FOR this proposal.
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PROXY SUMMARY
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The Board adopted a limited duration shareholder rights plan on September 19, 2022 (the “Rights Plan”) to protect the interests of the Company and all shareholders from the likelihood that any entity, person or group gains control of Nordstrom through open-market accumulation or other means without payment of an adequate control premium. The Board believes that it is in the best interests of the Company and all shareholders to extend the Rights Plan until September 19, 2025, with the Board retaining the ability to terminate the Rights Plan prior to such date if warranted.
As announced at the time of its adoption, the Rights Plan:
•Reduces the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium;
•Helps ensure that the Board has sufficient time to make informed, deliberate decisions that are in the best interests of the Company and all Nordstrom shareholders;
•Applies equally to all current and future shareholders of the Company;
•Was not adopted in response to any specific takeover bid or other proposal to acquire control of the Company; and
•Is not intended to deter offers that are fair and otherwise in the best interests of all of the Company’s shareholders.
While shareholder approval is not required to extend the Rights Plan, the Board is asking shareholders to approve this advisory vote on the extension of the Rights Plan as part of the Board’s commitment to good corporate governance and to ensure that shareholders have an opportunity to voice their feedback on this important matter.
The Board recommends a vote FOR this proposal.
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| Corporate Governance |
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| Independent Chairman | ||||||||||
| Regular Executive Session of Independent Directors |
| Committees Comprised Only of Independent Directors | |||||||||||
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| Authority to Hire Independent Consultants and Experts | ✓ | Our Only Class of Voting Shares Is Our Common Stock | |||||||||||
Shareholder Rights |
| Annual Election of |
| Majority Vote Standard for Uncontested Director Elections | ||||||||||
| Each Share of Common Stock |
| Shareholders of 10%+ Entitled to Call Special Meetings | |||||||||||
| Annual Say-on-Pay Advisory |
| Open Communications with Directors | |||||||||||
| Regular Outreach to and Engagement of Shareholders | |||||||||||||
Compensation |
| Pay-for-Performance Philosophy |
| Stock Ownership Policy for Directors and Executive Officers | ||||||||||
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| Independent Compensation Consultant Engaged by | |||||||||||||
Strategy and Risk |
| Company Strategy Oversight by Board |
| Risk Oversight by Board and Committees Aligned with Company Strategy | ||||||||||
| Regular Risk Management |
| Compensation Program Designed to Reduce Undue Risk | |||||||||||
| Annual Strategy Planning Meeting |
| Board Oversight of Chief Executive Officer and Management Succession Planning | |||||||||||
Ethics that applies to our non-employee directors and our Code of Conduct & Ethics that applies to all of our employees, including our CEO, CFO and persons performing similar functions.
| We are a company built on the trust of our customers, employees, business partners and stakeholders. | ||
| 2024 Proxy Statement | 14 | ||||||||||||
| Our Board views effective |
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CORPORATE GOVERNANCE
•The CGNC is charged with direct responsibility for oversight of risks relating to corporate governance, shareholder engagement, corporate social responsibility and sustainability. The work of the CGNC reflects the Company’s commitment to improving the sustainability of our operations and supply chains, including finding ways to continue to reduce our carbon emissions, reduce waste through innovative programs like BEAUTYCYCLE and increase the number of sustainably sourced products we make available to our customers. The CGNC also has oversight over Board effectiveness, including identifying and recruiting Board members with the appropriate skills and experience, including experience with ESG initiatives, to lead our Company into the future.
| 15 | 2024 Proxy Statement | | ||||||||||||
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CORPORATE GOVERNANCE
We received notice from a shareholder stating its intention to nominate two candidates for election to the Board at the Annual Meeting, which notice was later withdrawn. Because the Company received a nomination notice from a shareholder, the election of Directors at the Annual Meeting is deemed to be “contested” pursuant to our Bylaws and directors will be elected by a plurality of votes properly cast.
| 2024 Proxy Statement | 16 | ||||||||||||
In addition to the responsibilities described below and on the following pages, the Board and its Committees also have oversight over ESG issues. For additional information on how risk oversight over ESG issues is allocated between the Board and its Committees, please see Board Oversight of ESG Issues beginning on page 13.
| Audit and Finance Committee | ||
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CORPORATE GOVERNANCE
The Audit and Finance financial oversight of the | |||||
| 17 | 2024 Proxy Statement | | ||||||||||||
| Compensation, People and Culture Committee | ||
| Our Compensation, People | ||
and
•overseeing key talent initiatives such as diversity, inclusion evaluating the Executive Officers’ performance in light of these goals and belonging.
objectives.
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CORPORATE GOVERNANCE
| Corporate Governance and Nominating Committee | ||
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| 2024 Proxy Statement | 18 | ||||||||||||
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CORPORATE GOVERNANCE
| 19 | 2024 Proxy Statement |
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| Non-Employee Director Annual Compensation Elements for | Amount ($)* | ||||
Director Retainer | 85,000 | ||||
AFC Chair Retainer | 30,000 | ||||
CPCC Chair Retainer | 20,000 | ||||
CGNC Chair Retainer | 15,000 | ||||
TC Chair Retainer | 15,000 | ||||
Grant | 150,000 | ||||
Grant | 200,000 | ||||
| Our Directors are required to at least $450,000, in excess of 5x the annual cash retainer, by their fifth anniversary of joining the Board. |
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| Non-Employee Director Summary Compensation Table | ||
Name | Retainers | Stock | All Other | Total |
Shellye L. Archambeau* | — | — | 1,622 | 1,622 |
Stacy Brown-Philpot | 100,000 | 149,987 | 21,281 | 271,268 |
James L. Donald | 115,000 | 149,987 | 19,491 | 284,478 |
Kirsten A. Green | 85,000 | 149,987 | 19,375 | 254,362 |
Glenda G. McNeal | 100,000 | 149,987 | 30,452 | 280,439 |
Brad D. Smith* | — | — | 1,051 | 1,051 |
Bradley D. Tilden | 85,000 | 349,987 | 4,862 | 439,849 |
Mark J. Tritton | 105,000 | 149,987 | 15,823 | 270,810 |
Amie Thuener O’Toole | 85,000 | 149,987 | 7,985 | 242,972 |
Atticus N. Tysen** | — | — | — | — |
*Shellye Archambeau and Brad Smith retired from the Board at the end of their respective terms in May 2022 and did not receive director retainers during the fiscal year ended January 28, 2023.
**Atticus Tysen was appointed to the Board on January 3, 2023 and received no compensation in the fiscal year ended January 28, 2023. He received a pro-rata stock award and pro-rata cash retainer in fiscal year 2023 to reflect his service in the quarter prior to the Annual Director payments to be made in May 2023.
The above table does not include Eric D. Sprunk, who was appointed after the fiscal year ended January28, 2023.
Name Retainers Earned
or Paid in Cash
($)(a)(b)Stock
Awards
($)(b)(c)All Other
Compensation
($)(d)Total
($)Stacy Brown-Philpot 100,000 149,987 4,879 254,866 James L. Donald 105,000 149,987 18,028 273,015 Kirsten A. Green 85,000 149,987 17,654 252,641 Glenda G. McNeal 100,000 149,987 42,447 292,434 Amie Thuener O’Toole 115,000 149,987 10,842 275,829 Guy B. Persaud 42,500 74,994 — 117,494 Eric D. Sprunk 85,000 149,987 17,168 252,155 Bradley D. Tilden 85,000 349,987 6,367 441,354 Mark J. Tritton 85,000 149,987 4,655 239,642 Atticus N. Tysen 106,250 187,480 3,709 297,439
AFC. Guy Persaud was appointed to the Board after the 2023 Annual Meeting on September 21, 2023, and received a pro-rata cash retainer of $42,500 to reflect his service for the portion of the year that he served as a Director. Atticus Tysen was appointed to the Board prior to the 2023 Annual Meeting on January 3, 2023, and in addition to receiving the annual cash retainer, he received a pro-rata cash retainer of $21,250 to reflect his service for the portion of the year that he served as a Director leading up to the 2023 Annual Meeting.
Non-employee
| 21 | 2024 Proxy Statement | | ||||||||||||
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CORPORATE GOVERNANCE
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•Delivering $500 million in retail sales from brands owned by, operated by or designed by Black and/or Latinx individuals;
•Aiming to increase representation of Black and Latinx individuals in people-manager roles by at least 50% on average; and
•Leveraging our internship program and other initiatives to help us reach qualified candidates early in their careers, with an ambition, on average, of at least 50% of participants in these programs coming from underrepresented populations.
2025.
Progress toward our diversity, equity, inclusion and belongingDEIB ambitions is tracked and reviewed regularly by Nordstrom’s Executive Officersour executive team and Board. We’re committed to transparency and periodically report our progress on these ambitions.
| Driving Equity | ||
We believe in equity throughout the retail industry and aim to use our resources, influence and platform to foster greater representation of diversity.
As a leader in our industry, we also have a responsibility to welcome a broader base of customers to our stores and find creative ways to serve them on their terms. We’ve committed to delivering $500 million in retail sales from brands owned, operated or designed by Black and/or Latinx individuals by 2025. In 2022, we sold more than $245 million toward that goal, reaching about 250 diverse brands in our assortment.
In 2021, we were the first retailer to sign a ten-year agreement with the Fifteen Percent Pledge. By doing so, we committed to growing, by a degree of ten, our purchases from businesses owned or founded by Black individuals by the end of 2030. To help reach this goal, we created #BuyBlack market pop-ups during Black Business Month in 2022 to highlight and make it easy for customers to shop a rotating selection of local Black businesses.
| Creating an Inclusive Culture | ||
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ESG ISSUES
In 2022,2023, eight groups served and were led by our employees, providing Company-wideCompany-wide programming to advance understanding and celebrate voices from across our organization:
| We are committed to world, and that starts with creating an outstanding workplace experience for our employees. | ||
| Strengthening Our Talent Pipeline | ||
| 23 | 2024 Proxy Statement | | ||||||||||||
We also sponsoredtheir non-profit ICON360 with their inaugural Historically Black Colleges and Universities (“HBCU”) Battle of the Brains, a 24-hour hackathon where students from HBCUs across the United States worked to solve real-world problems for large organizations and startups. By joining forces with best-in-class events like HBCU Battle of the Brains, we continue to seek out ways to attract a talented and diverse workforce.
professor summit.
we have to our employees, customers and communities extends well beyond our operations. | Our values have long served as a north star for our
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| Taking Care of the Planet | ||
We also established science-based targets to reduce our greenhouse gas emissions for scope 1 (direct emissions from sources we own or control), scope 2 (indirect emissions from purchased electricity, heat and cooling) and scope 3 (indirect emissions associated with products we sell).
•BEAUTYCYCLE: We expanded
•Sustainable Style: First introduced in 2019, As of 2023, we’ve collected over 50 tons of beauty packaging, bringing us more than halfway to our Sustainable Style category makesgoal. We also partner with Give Back Box to make it easy for customers to find consciously manufactured products that align withdonate their values. At the end of 2022, about 5% of our Nordstrom banner digital assortment was comprised of products that qualify for our Sustainable Style category, including products from new brand partners like Allbirdsgently used clothing, shoes and PANGAIA. Our goal is to bring that number to 15% by 2025.
accessories.
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Respecting Human Rights |
In 2022, we worked with experts to implement a comprehensive process involving both internal and external stakeholders to identify salient human rights risks across our operations. We launched two impact assessments — a corporate human rights impact assessment and a forced labor impact assessment — to better understand our risks. These assessments help us to target effectivesuppliers on relevant policies and management processesprograms. Policies and programs were strengthened during the year and are assessed cyclically.
| 2024 Proxy Statement | 24 | ||||||||||||
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ESG ISSUES
| Investing in Our Communities | ||
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Throughout 2022, we donated On Giving Tuesday alone, our employees allocated over $12$1 million to more than 270 organizations located in the communities where we do business. In addition, our employees gave tocauses they care about and volunteered over 2,900 nonprofit organizations, which we supported with 100% matching. Together with our customers and our employees, we used our platform to drive about $16 million in nonprofit donations based in the U.S. and Canada.
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| Awards | ||
In addition, since launching our BEAUTYCYCLE recycling program in 2020, we have been awarded with Good Housekeeping’s Sustainable Innovation award and Elle’s Green Beauty Star award.
These recognitions are a testament to our incredible people who continue to bring the heritage of service and values to life at Nordstrom.
| 25 | | |||||||||||||
| PROPOSAL 1: | ELECTION OF DIRECTORS | ||||
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PROPOSAL 1: ELECTION OF DIRECTORS
The Board recommends a vote FOR each Director nominee.
ElevenTwelve nominees, recommended by the Board, will be elected at the Annual Meeting, each to hold office until the 20242025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. All of the nominees listed in this Proposal 1 are currently Directors of the Company.
The Board appointed Guy Persaud to the Board in September 2023 upon the recommendation of the CGNC. In recruiting Mr. Persaud, the CGNC utilized a search firm to help identify director prospects, perform candidate outreach, assist in reference checks and provide other related services.
| DESIRED SKILL | NORDSTROM BUSINESS | WHAT THE SKILL REPRESENTS | |||||||||||||||
 | Retail Industry | We are a leading fashion retailer devoted to helping customers feel good and look their best. | Large | ||||||||||||||
 | Marketing & Customer | As customer expectations change, we must evolve our core value of providing excellent customer service to meet customers on their terms. | Expertise in customer service and background in marketing leadership. | ||||||||||||||
 | Online Scale & Growth | Over the past several years, we have made investments to transform into | Experience leveraging online platforms to grow and scale business. | ||||||||||||||
 | Risk & Crisis Management | With a large workforce and operations across the United States, | Experience helping organizations navigate | ||||||||||||||
 | Business Transformation | In our effort to give customers the most relevant products, we are changing the way we’ve historically thought about our business model – developing and entering into novel arrangements with brands around the world to give our customers more choices than ever before. | Expertise in overseeing the transformation of business in a dynamic, | ||||||||||||||
 | CEO Experience | With more than 350 retail locations across the United States, | Experience as a Chief Executive Officer. | ||||||||||||||
 | Financial Expertise | We are a large public company requiring complex financial forecasts, reporting and other business considerations. | Ability to understand financial data and use that data to make decisions around business strategy. | ||||||||||||||
| Technology Expertise | We are continually investing in technology to enhance the customer experience. | Demonstrated leadership and expertise relating to digital platforms, information technology, data security and/or data analytics. | ||||||||||||||
 | Diversity, Equity, Inclusion and Belonging | Our commitment to fostering a diverse, equitable, and inclusive environment is key to our mission of helping our customers feel good and look their best. | Demonstrated leadership and experience relating to | ||||||||||||||
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| Stacy Brown-Philpot |
| James L. | Kirsten A. | Glenda G. | Erik B. | Peter E. | Amie Thuener O’Toole | Guy B. Persaud | Eric D. |
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Independent Director Joined the Board: 2017 |      
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| Age 48 | Career Highlights •2023 to present: Founder and Managing Partner of Cherryrock Capital, a venture capital firm •2016 to 2020: Chief Executive Officer of TaskRabbit, Inc., a digital home services labor platform company •2013 to 2016: Chief Operating Officer of TaskRabbit, Inc. •2012: •Prior to 2012: | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
TC (Chair) | |||||||||||
| AFC | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
HP, Inc. (since 2015) | None | ||||||||||
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| What Nordstrom products help you feel good and look your best? | |||||||||||
| A wrap dress or a sweater and jeans that fit well! | |||||||||||
 | Board. | ||||||||||
Independent Director Joined the Board: 2020 |    
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| Age 70 | Career Highlights •2019 to present: •2019: Chief Executive Officer of Albertsons •2018: President and Chief Operating Officer of Albertsons •2013 to 2015: Chief Executive Officer of Extended Stay America, Inc., one of the largest integrated hotel owner/operators in the United States •Prior to 2013: Chief Executive Officer of Haggen, Inc.; Chief Executive Officer of Starbucks Corporation | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
CPCC (Chair) | |||||||||||
| AFC | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
Albertsons Companies, Inc. (since 2019) | None | ||||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| A classic blazer. | |||||||||||
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Independent Director Joined the Board: 2019 |
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| Age 52 | Career Highlights •2010 to present: Founder and Managing Partner of Forerunner Ventures, a venture capital firm. In her role with Forerunner Ventures, Ms. Green has served on the boards of directors of numerous private companies since 2013 •Prior to 2010: Equity Research Analyst at Banc of America Securities; Senior Associate at Deloitte & Touche LLP | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
AFC | |||||||||||
| TC | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
| None |
| Northern Star Investment Corp. II (2021 to 2023) | |||||||||
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| What Nordstrom products help you feel good and look your best? | |||||||||||
| Versatile pieces I can wear in meetings during the day, as well as out to events and dinners in the evenings. | |||||||||||
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Independent Director Joined the Board: 2019 |  
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| Age 63 | Career Highlights •2024 to present: Chief Partner Officer of American Express, a globally integrated payments company •2017 to •2011 to 2017: Executive Vice President and General Manager of the Global Client Group of American Express •1989 to 2011: •Prior to 1989: Arthur Andersen, LLP; the investment banking firm of Salomon Brothers, Inc. | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
| CGNC (Chair) | Other Current Public Boards | Previous Public Boards in Past 5 Years | |||||||||
| CPCC | None | RLJ Lodging Trust (2011 to 2022) | |||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| Elevated, high-quality pieces with a bit of edge and personality. | |||||||||||
 |
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Director Joined the Board: 2006 |  
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| Age 60 | Career Highlights •2020 to present: Chief Executive Officer of Nordstrom, Inc. •2015 to 2020: •2014 to 2015: Executive Vice President and President, Nordstrom.com of Nordstrom, Inc. •2006 to 2014: Executive Vice President and President, Stores of Nordstrom, Inc. •2000 to 2006: Executive Vice President, •2000: Executive Vice President and Northwest General Manager of Nordstrom, Inc. •1995 to 2000: •1979 to 1995: Nordstrom Canada Retail, Inc., Nordstrom Canada Holdings, LLC and Nordstrom Canada Holdings II, LLC, which are indirect subsidiaries of the Company, have commenced a wind-down of their business operations, obtaining an Initial Order from the Ontario Superior Court of Justice under the Companies’ Creditor Arrangement Act on March 2, 2023 to facilitate the wind-down in an orderly fashion. Erik Nordstrom served as a director and/or officer of such entities. | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
None | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
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Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James Nordstrom, Jr., Chief Stores Officer for the Company.
| None | ||||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| Outside of the office - high quality athletic wear and a comfortable pair of running shoes. | |||||||||||
| Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James Nordstrom, Jr., Chief Merchandising Officer for the Company. | |||||||||||
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Director Joined the Board: 2006 | 
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| Age 62 | Career Highlights •2020 to present: President & Chief Brand Officer of Nordstrom, Inc. •2015 to 2020: •2006 to 2015: Executive Vice President and President, Merchandising of Nordstrom, Inc. •2000 to 2006: Executive Vice President, •2000: Executive Vice President and Director of •1995 to 2000: •1978 to 1995: | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
None | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
| None | None | ||||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| Too many to count and list! | |||||||||||
| Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James Nordstrom, Jr., Chief Merchandising Officer for the Company. | |||||||||||
Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James Nordstrom, Jr., Chief Stores Officer for the Company.
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Ms. Thuener O’Toole brings to the Board more than 25 years of finance and accounting experience. Her experience in a variety of senior leadership roles at some of the world’s most innovative companies brings valuable perspectives in finance and accounting matters, including financial planning and reporting, risk assessment, incentive compensation plans and finance advice and support for all mergers and acquisitions activities. She brings to the Board a wealth of knowledge and expertise regarding strategic finance in the context of a rapidly growing and
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Independent Director Joined the Board: 2022 | 
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| Age 49 | Career Highlights •2018 to present: Vice President and Chief Accounting Officer of Alphabet Inc., one of the world’s leading technology conglomerate holding companies •2013 to 2018: Vice President and Chief Accountant of Alphabet Inc. •1996 to 2012: Managing Director, Transaction Services of PricewaterhouseCoopers | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
AFC (Chair) | |||||||||||
| TC | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
| None | None | ||||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| Shoes! | |||||||||||
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PROPOSAL 1: ELECTION OF DIRECTORS
  | Guy B. Persaud Skills and Qualifications Mr. Persaud brings to the Board more than 15 years of leadership experience in the consumer retail industry and a track record of identifying and operating high-growth and value-creation business opportunities outside of Procter & Gamble’s traditional business units. He has a unique track record of delivering outstanding shareholder return and driving large-scale transformations in a wide range of business and cultural contexts, successfully leading businesses in key global markets such as the U.S., China, Europe, and Latin America. He has significant experience in marketing and brand management, as well as operational expertise in key functions that include research and development, sales, supply chain, manufacturing, acquisitions, product innovation and e-commerce. | ||||||||||
Independent Director Joined the Board: | | ||||||||||
| Age | Career Highlights •2021 to present: President of New Business Unit of Procter & Gamble, a global consumer goods company •2015 to 2021: Senior Vice President and General Manager of Procter & Gamble Latin America •1995 to 2015: Various roles of increasing responsibility at Procter & Gamble | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
| None | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
| None | None | ||||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| Brushed cotton blazers with great jeans and boots. | |||||||||||
| 31 | 2024 Proxy Statement | | ||||||||||||
 | Eric D. Sprunk Skills and Qualifications Mr. Sprunk brings to the Board more than 25 years of leadership experience in the consumer retail industry and a track record of driving financial performance and large-scale transformations within a complex global business. He has significant experience in marketing, finance and accounting, as well as operational expertise in key functions that include manufacturing, sourcing, sales and procurement, and product development. His service on public company boards provides additional experience with corporate governance matters, assessing risk and overseeing management. | ||||||||||
Independent Director Joined the Board: 2023 | | ||||||||||
| Age 60 | Career Highlights •2013 to 2020: Chief Operating Officer of Nike Inc., a global apparel company •2008 to 2015: Executive Vice President of Global Product and Merchandising of Nike •2001 to 2008: Executive Vice President of Global Footwear of Nike •1993 to 2001: Various executive roles at Nike, including Vice/General Manager of America’s Region, General Manager of Footwear Europe, Middle East and Africa, and Chief Financial Officer of Europe, Middle East and Africa •1987 to 1993: Certified public accountant at Price Waterhouse | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
| CPCC | |||||||||||
| CGNC | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
| Bombardier Inc. (2021 to present) General Mills, Inc. (2015 to present) | None | ||||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| Sport coats with high-quality dress shirts and denim. | |||||||||||
 | Bradley D. Tilden Skills and Qualifications Mr. Tilden brings to the Board executive, operational, strategic planning and financial experience, as well as insights with respect to customer rewards programs in the consumer services industry. Mr. Tilden’s public company board service provides him with experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.
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Independent Director Joined the Board: 2016 |
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| Age 63 | Career Highlights •2021 to 2022: Chairman of Alaska Air Group, Inc., an airline holding company comprised of Alaska Airlines, Inc., and Horizon Air, Inc. •2014 to 2021: Chairman and Chief Executive Officer of Alaska Air Group, Inc. •2012 to 2014: President and Chief Executive Officer of Alaska Air Group, Inc. •2008 to 2012: President of Alaska Air Group, Inc. •2002 to 2008: Executive Vice President of Finance and Planning of Alaska Air Group, Inc. •2000 to 2008: Chief Financial Officer of Alaska Air Group, Inc. •Prior to 2000: Vice President of Finance at Alaska Air Group, Inc.; PricewaterhouseCoopers | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
CGNC | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
| None |
| Alaska Air Group, Inc. (2010 to 2022) | |||||||||
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| What Nordstrom products help you feel good and look your best? | |||||||||||
| Well-made jeans with a dress shirt and classic blue blazer. | |||||||||||
| 2024 Proxy Statement | 32 | ||||||||||||
 | Mark J. Tritton Skills and Qualifications Mr. Tritton brings to the Board over 30 years of experience in retail and apparel businesses, providing him deep insights into consumer behavior, brand building and operational matters which are key to the Company’s business. In addition, as a former CEO of a public company retailer, Mr. Tritton has unique insights into the challenges facing our Company and our industry.
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Independent Director Joined the Board: 2020 | 
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| Age 60 | Career Highlights •2019 to 2022: President and Chief Executive Officer of Bed Bath & Beyond Inc., an omnichannel retailer selling a wide assortment of domestic merchandise and home furnishings online and through several brand retail storefronts •2016 to 2019: Executive Vice President and Chief Merchandising Officer of Target Corporation, an omnichannel retailer selling everyday essentials and fashionable, differentiated merchandise at discounted prices online and through several brand retail storefronts •2009 to 2016: Executive Vice President and Division President of the Nordstrom Product Group of Nordstrom, Inc. On April 23, 2023, Bed Bath & Beyond Inc. filed a voluntary Chapter 11 petition with the United States Bankruptcy Court for the District of New Jersey. | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
CPCC | |||||||||||
| CGNC | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
| None |
| Bed Bath & Beyond Inc. (2019 to 2022) | |||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| Stylish footwear and quality skin care products. | |||||||||||
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PROPOSAL 1: ELECTION OF DIRECTORS
 |
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Independent Director Joined the Board: 2023 |
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| Age 58 | Career Highlights •2021 to present: •2020 to 2021: •2013 to 2020: | ||||||||||
| Nordstrom Board Committee Memberships | |||||||||||
AFC | |||||||||||
| TC | |||||||||||
| Other Current Public Boards | Previous Public Boards in Past 5 Years | ||||||||||
| None | None | ||||||||||
| What Nordstrom products help you feel good and look your best? | |||||||||||
| Casual chinos paired with a great shirt. | |||||||||||
| 33 |
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States.
| Audit and Finance Committee | |||||||||||||||
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Amie Thuener O’Toole, Chair | Stacy | James L. Donald | Kirsten A. Green | Atticus N. Tysen | |||||||||||
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| 34 | |||||||||||||
| PROPOSAL 2: | RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||||
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board recommends a vote FOR this proposal.
| The Board recommends a vote “FOR” this proposal. | ||||
Fiscal Year Ended January 28, 2023 | Fiscal Year Ended January 29, 2022 | |||||
Type of Fee | ($) | (%) | ($) | (%) | ||
Audit Fees(a) | 3,658,000 | 89 | 3,411,000 | 86 | ||
Audit-Related Fees(b) | 389,000 | 9 | 465,000 | 12 | ||
Tax Fees(c) | 67,000 | 2 | — | — | ||
All Other Fees(d) | — | — | 68,000 | 2 | ||
TOTAL | 4,114,000 | 100 | 3,944,000 | 100 | ||
| Fiscal Year Ended February 3, 2024 | Fiscal Year Ended January 28, 2023 | ||||||||||||||||||||||
| Type of Fee | ($) | (%) | ($) | (%) | |||||||||||||||||||
Audit Fees(a) | 4,765,000 | 92 | 3,658,000 | 89 | |||||||||||||||||||
Audit-Related Fees(b) | 431,000 | 8 | 389,000 | 9 | |||||||||||||||||||
Tax Fees(c) | — | — | 67,000 | 2 | |||||||||||||||||||
| TOTAL | 5,196,000 | 100 | 4,114,000 | 100 | |||||||||||||||||||
(d) All Other Fees related human resources benchmarking services for the fiscal year ended January 29, 2022.
| 35 | 2024 Proxy Statement | | ||||||||||||
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 | Alexis DePree | |||||
Employee since 2020 | ||||||
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Chief Supply Chain Officer since January | ||||||
 | Gemma Lionello | |||||
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| Employee since 2023 | ||||||
| Age 48 | ||||||
Chief Technology and Information Officer since May 2023. Prior to Nordstrom, Mr. Morris served as | ||||||
 | James F. Nordstrom, Jr. | |||||
Employee since 1986 | ||||||
Age | ||||||
Chief | ||||||
| 37 | 2024 Proxy Statement | | ||||||||||||
 | Lisa Price | ||||
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Employee since | |||||
Age 51 | |||||
Chief Human Resources Officer since | |||||
 | Cathy R. Smith | ||||
| Employee since 2023 | |||||
| Age 60 | |||||
Chief Financial Officer since May 2023.Ms. Smith has more than 30 years of financial leadership experience across multiple industries and organizations. Most recently, she served as the | |||||
 |
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EXECUTIVE OFFICERS
| Ann Munson Steines | ||||
Employee since 2019 | |||||
Age | |||||
Chief Legal Officer, General Counsel and Corporate Secretary since April 2022. Ms. Steines joined the Company as General Counsel and Corporate Secretary in July 2019. Previously, she was Senior Vice President, Deputy General Counsel and Assistant Secretary for Macy’s, Inc. for approximately ten years. Ms. Steines joined Macy’s, Inc. in 1998 as Assistant Counsel, Employment Law, and rose through positions of increasing responsibility until her appointment as Deputy General Counsel and Assistant Secretary. Prior to Macy’s, Ms. Steines was a Senior Attorney with the Overnite Transportation Company, a subsidiary of Union Pacific Corporation. Ms. Steines began her legal career with Dinsmore & Shohl in Cincinnati, Ohio in 1990 and then practiced law with the law firm of Michael Best & Friedrich in Milwaukee, Wisconsin. | |||||
 | Kenneth J. Worzel | ||||
Employee since 2010 | |||||
Age | |||||
Chief Customer Officer since April 2022. Previously, he served as Chief Operating Officer from August 2019 to April 2022. From 2018 to August 2019, Mr. Worzel served as Chief Digital Officer, from 2016 to 2019 as President of Nordstrom.com, and from 2010 to 2016, | |||||
As previously disclosed by the Company, Nordstrom Canada Retail, Inc., Nordstrom Canada Holdings, LLC and Nordstrom Canada Holdings II, LLC, which are subsidiaries of the Company, have commenced a wind-down of their business operations, obtaining an Initial Order from the Ontario Superior Court of Justice under the Companies’ Creditor Arrangement Act on March
| 2024 Proxy Statement | 38 | ||||||||||||
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Compensation, People and Culture Committee Report The CPCC has reviewed and discussed with management the CD&A included in this Proxy Statement. The CPCC believes the CD&A represents the intent and actions of the CPCC with regard to executive compensation and has recommended to the Board that it be included in this Proxy Statement for filing with the SEC. | |||||||||||||||||||||||
Compensation, People and Culture Committee | |||||||||||||||||||||||
|  |
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 | ||||||||||||||||||||
James L. Donald, Chair | Glenda G. McNeal | Eric D. Sprunk | Mark J. Tritton | ||||||||||||||||||||
| Table of Contents | ||
| Erik B. Nordstrom | Chief Executive Officer | |||||||
Cathy R. Smith | Chief Financial Officer | |||||||
| Jason Morris | Chief Technology and Information Officer | |||||||
| Peter E. Nordstrom | President & Chief Brand Officer | |||||||
| Kenneth J. Worzel | Chief Customer Officer | |||||||
| Michael W. Maher | Former Interim Chief Financial Officer and Chief Accounting Officer | |||||||
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Executive Summary |
Given the challenging environment, we have been executing with agility since we saw softening trends in late June.
While we navigate this ever-shifting landscape, we remain committed to delivering profitable growth while improving the customer experience. Our results reflect our long-term strategicfocus throughout 2023 on our three priorities: improve Nordstrom Rack performance, increase inventory productivity and financial goals.optimize our supply chain. We alsowill continue to build on the progress we made in 2023 as we focus our efforts on three refreshed key priorities in 2024: driving Nordstrom banner growth, optimizing operationally and building capabilitieson momentum at the Rack.
| 39 | 2024 Proxy Statement | | ||||||||||||
Improve Nordstromconvenience with new Rack Performance: stores in key markets.
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COMPENSATION OF EXECUTIVE OFFICERS
These brands accounted for half of Rack sales in 2022, and they make up 60% of our on-order for the first half of 2023. The second is focusing on expanding our reach and convenience for customers through opening new Rack stores. Rack stores are our largest source of new customer acquisition and we have an opportunity to attract more customers and drive profitable growth through a proven model. We opened two new Rack stores in 2022 and have announced plans to open many more in 2023 and beyond. Finally, we aim to drive greater engagement and higher profitability at NordstromRack.com. Our digital capabilities are unique in the off-price space, and we see opportunities to leverage our digital assets to increase engagement with Rack customers. We also continue to optimize our operational model to drive improved profitability. In the third quarter of 2022, we reduced Rack store-based order fulfillment and raised the minimum order amount to receive free ship-to-store delivery on NordstromRack.com.
Increase Inventory Productivity: Better inventory discipline across our operations provides customers with relevant and new assortments from the world’s best brands. Supply chain disruptions and volatility over the past three years had a significant impact on our inventory management and outcomes. As supply chains have stabilized, we have a significant opportunity to improve our earnings and returns on invested capital through increased productivity from our merchandise inventory, which is our largest annual investment.
Optimize Our Supply Chain: We made significant progress on our supply chain initiatives in 2022, which drove improvement in the customer experience and profitability despite ongoing cost pressures. We made progress on optimizing unit flow, improved productivity in our distribution and fulfillment centers and increased delivery speed. In 2023, we expect to see further benefits from these and additional supply chain optimization actions.
Although there is continued macroeconomic uncertainty heading into 2023, our priorities, along with the capabilities we have built with our Closer to You strategy and digital assets, prepare us to manage short-term pressures. With our strong balance sheet and cash position, we also have the flexibility to respond to shifting demand. We are navigating short-term headwinds, while also continuing to build capabilities to better serve our customers, drive profitable growth and increase shareholder value.
Shareholders Support ourOur Compensation Program
2023.
CEO and | Average of All Other NEOs | |||||
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85% | 73% | |||||
Performance Based | Performance Based |
NEOs, and exclude new-hire cash and equity awards made in 2023 to Cathy Smith and Jason Morris, as discussed on page
43 and 44.| CEO and President & Chief Brand Officer | Average of All Other NEOs | ||||
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| 85% | 75% | ||||
| Performance-Based | Performance-Based | ||||
| 2024 Proxy Statement | 40 | ||||||||||||
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COMPENSATION OF EXECUTIVE OFFICERS
INCENTIVE COMPENSATION PAYOUTS | 2018 | 2019 | 2020 | 2021 | 2022 |
Annual bonus payout as a % of target on Incentive Adjusted EBIT measure(a) | 89% | 44% | 0% | 128% | 0% |
PSU vesting (payout as a % of target)(b) | 0% | 0% | N/A | 0% | N/A |
(a) For the CEO and the President & Chief Brand Officer actual bonus payouts as a percent of target for fiscal years 2018, 2019, 2020, 2021 and 2022 were 63%, 47%, 0%, 128% and 0%, respectively.
(b) PSU vesting corresponds to the performance periods ending fiscal years 2018, 2019 and 2021. No PSU performance cycles ended in fiscal years 2020 or 2022.
GRANT REALIZABLE VALUES | 2018 | 2019 | 2020 | 2021 | 2022 |
PSUs (realizable value as a % of grant value) | N/A | 0% | N/A | 0% | 44% |
RSUs (realizable value as a % of grant value) | 64% | 65% | 101% | 38% | 62% |
Stock options (realizable value as a % of grant value) | N/A | 0% | 70% | 0% | 0% |
Performance-Based Annual Cash Bonus 2019 2020 2021 2022 2023 CEO and President & Chief Brand Officer actual bonus payouts as a % of target 47% 0 % 128% 0 % 70% Incentive Adjusted EBIT weighting as a % of target 100 % 100 % 100 % 100 % 100 % Average of all other NEOs actual bonus payouts as a % of target 56 % 0 % 128 % 0 % 65 % Incentive Adjusted EBIT weighting as a % of target 67 % 67 % 100 % 100 % 75 %
| Grant Realizable % | 2019 | 2020 | 2021 | 2022 | 2023 | ||||||||||||
| CEO and President & Chief Brand Officer (realizable value as a % of grant value) | 0 | % | 58 | % | 0 | % | 36 | % | 50 | % | |||||||
| Average of all other active NEOs (realizable value as a % of grant value) | 12 | % | 88 | % | 43 | % | 36 | % | 107 | % | |||||||
| WHAT WE DO | WHAT WE DON’T DO | ||||||||||||||
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| Provide employment agreements. | ||||||||||||
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| Offer separation benefits to our NEOs who are Nordstrom family members. | |||||||||||||
| Offer special perquisites to our NEOs. | ||||||||||||||
| Maintain separate change in control agreements. | ||||||||||||||
| ü | Retain meaningful stock ownership guidelines: Our expectations for ownership align executives’ interests with those of our shareholders, and | |
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| Issue grants below 100% fair market value. | ||||||||||||||
| ü | Mitigate undue risk: We have caps on potential | |
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| Engage an independent compensation consulting firm: The CPCC’s consultant does not provide any other services to the Company. | |
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| Apply conservative | ||||||||||||||
| Limit accelerated vesting: Our equity plan provides for accelerated vesting of equity awards after a change in control only if an executive is involuntarily terminated by the Company without cause or resigns for good reason, a provision referred to as a “double trigger.” | ||||||||||||||
| Restrict pledging activity: All Executive Officers are subject to | ||||||||||||||
| Receive strong shareholder support: Each year since 2011, more than 90% of the votes cast have been supportive of our compensation programs. | ||||||||||||||
| Framework for Executive Compensation | ||
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| Compensation Element | Purpose | ||||
| Reflect scope of the role and individual performance through | ||||
| Motivate and reward contributions to annual operating performance and | ||||
LTIs | Promote alignment of executive decisions with Company goals and shareholder interests where value varies with Company stock performance. | ||||
Benefits | Provide meaningful and competitive | ||||
2023
Base Salary | Performance-Based | LTI | ||||||
Name | FYE 2021 | FYE 2022 | FYE 2021 | FYE 2022 | FYE 2021 | FYE 2022 | ||
Erik B. Nordstrom | 758,500 | 758,500 | 200 | 200 | 350 | 350 | ||
Michael W. Maher | 441,000 | 525,000 | 50 | 50 | 70 | 70 | ||
Peter E. Nordstrom | 758,500 | 758,500 | 200 | 200 | 350 | 350 | ||
Kenneth J. Worzel | 895,000 | 895,000 | 125 | 125 | 250 | 250 | ||
Alexis DePree | 570,000 | 650,000 | 80 | 80 | 150 | 150 | ||
Anne L. Bramman | 815,000 | 845,000 | 100 | 100 | 200 | 250 | ||
Edmond Mesrobian | 800,000 | 825,000 | 80 | 80 | 150 | 150 | ||
In 2022, the CPCC approved increases to base salaries, for Michael Maher, Alexis DePree, Anne Brammantarget bonus opportunities and Edmond Mesrobian.
•To maintain his relative market competitiveness, Michael Maher’s base salary increased from $441,000 to $456,435 on March27, 2022, and then from $456,435 to $525,000 on November27, 2022 to reflect his expanded responsibilities as Interim Chief Financial Officer and Chief Accounting Officer.
•To maintain relative market competitiveness, the CPCC also approved the following base salary increases: Alexis DePree’s base salary increased from $570,000 to $595,000 on March27, 2022 and from $595,000 to $650,000 on June5, 2022, Anne Bramman’s base salary increased from $815,000 to $845,000 on March27, 2022 and Edmond Mesrobian’s base salary increased from $800,000 to $825,000 on June5, 2022.
•The base salariestarget LTI of all other NEOs remained unchanged.
The CPCC made no changes to target bonus opportunities for any of the NEOs.
In 2022, the CPCC approved an increase of Anne Bramman’s target LTI grant value as a percent of base salary from 200% to 250% to maintain her relative market competitiveness. The target LTI grant as a percent of base salary of all other NEOs remained unchanged.
| Base Salary ($) | Performance-Based Annual Cash Bonus (Target Opportunity as a % of Base Salary) | LTI Annual Grant (Target Grant Value as a % of Base Salary) | ||||||||||||||||||||||||||||||||||||
| Name | FYE 2022 | FYE 2023 | FYE 2022 | FYE 2023 | FYE 2022 | FYE 2023 | ||||||||||||||||||||||||||||||||
| Erik B. Nordstrom | 758,500 | 758,500 | 200 | 200 | 350 | 350 | ||||||||||||||||||||||||||||||||
| Cathy R. Smith | N/A | 875,000 | N/A | 125 | N/A | 250 | ||||||||||||||||||||||||||||||||
| Jason Morris | N/A | 830,000 | N/A | 80 | N/A | 175 | ||||||||||||||||||||||||||||||||
| Peter E. Nordstrom | 758,500 | 758,500 | 200 | 200 | 350 | 350 | ||||||||||||||||||||||||||||||||
| Kenneth J. Worzel | 895,000 | 895,000 | 125 | 125 | 250 | 250 | ||||||||||||||||||||||||||||||||
| Michael W. Maher | 525,000 | 525,000 | 50 | 50 | 70 | 70 | ||||||||||||||||||||||||||||||||
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COMPENSATION OF EXECUTIVE OFFICERS
| 43 | 2024 Proxy Statement | | ||||||||||||
| Measure and Weighting |
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| CEO and President & Chief Brand Officer | 100% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold |
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Other NEOs |
25% Operational Metric subject to achievement of the | |||||
2022
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| Name | Bonus Measure (a) (b) | Weight | Threshold 25% | Target 100% | Superior 250% | Actual | Total Bonus Payout as a % of Target (c) | ||||||||||||||||
| Erik B. Nordstrom | Incentive Adjusted EBIT | 100 | % | $498M | $858M | $1,258M | $718M | 70 | % | ||||||||||||||
| Total Payout | 70 | % | |||||||||||||||||||||
| Cathy R. Smith | Incentive Adjusted EBIT | 75 | % | $498M | $858M | $1,258M | $718M | 53 | % | ||||||||||||||
| Operational Metric | 25 | % | 19 | % | |||||||||||||||||||
| Total Payout | 72 | % | |||||||||||||||||||||
| Jason Morris | Incentive Adjusted EBIT | 75 | % | $498M | $858M | $1,258M | $718M | 53 | % | ||||||||||||||
| Operational Metric | 25 | % | 19 | % | |||||||||||||||||||
| Total Payout | 72 | % | |||||||||||||||||||||
| Peter E. Nordstrom | Incentive Adjusted EBIT | 100 | % | $498M | $858M | $1,258M | $718M | 70 | % | ||||||||||||||
| Total Payout | 70 | % | |||||||||||||||||||||
| Kenneth J. Worzel | Incentive Adjusted EBIT | 75 | % | $498M | $858M | $1,258M | $718M | 53 | % | ||||||||||||||
| Operational Metric | 25 | % | — | % | |||||||||||||||||||
| Total Payout | 53 | % | |||||||||||||||||||||
| Michael W. Maher | Incentive Adjusted EBIT | 75 | % | $498M | $858M | $1,258M | $718M | — | % | ||||||||||||||
| Operational Metric | 25 | % | — | % | |||||||||||||||||||
| Total Payout | — | % | |||||||||||||||||||||
| 2024 Proxy Statement | 44 | ||||||||||||
Milestones | |||||
Name | Bonus Measures | Threshold | Target | Superior | Actual |
All NEOs | Incentive Adjusted EBIT | $906M | $1,158M | $1,662M | $524M |
% of Payout | 25% | 100% | 250% | 0% | |
Subject to Incentive Adjusted ROIC threshold | 11.0% | 7.7% | |||
paid in fiscal year 2023, with the second and third installments of $415,000 to be paid in fiscal years 2024 and 2025, respectively, contingent upon continued service with the Company.
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COMPENSATION OF EXECUTIVE OFFICERS
•The 2023 PSUs will pay out based on the cumulative sales and EBIT margin % over a three-yearthree-year performance period ending on February1, 2025.January 31, 2026. Goals for the PSUs are aligned with the Company’s forward-looking strategy communicated at the February 2021 Investor Event.long-range plan. The CPCC believes that these measures reflect the Company’s key areas of strategic focus over the next three years. The minimum percentage of PSUs that can be earned at the end of the three-yearthree-year performance cycle is 75% and the maximum is 150%.
He forfeited all unvested equity, including this award, upon his separation on June 16, 2023
.One-Time Equity Awards
Ather start date. The first grant was valued at $4,000,000 at the May 2022 meeting,time of grant and consisted of RSUs which vest 55% on June 10, 2024, 25% on June 10, 2025 and 20% on June 10, 2026. The second grant was valued at $2,500,000 at the CPCC approved special RSU grants which were awarded on May 26, 2022time of grant and vestconsisted of RSUs vesting 50% on June 10, 20242025 and 50% on June 10, 2026.
the maximum is 150%.
| 45 | 2024 Proxy Statement | | ||||||||||||
| Position | Multiple of Base Salary Used to Establish Ownership | ||||
Chief Executive Officer | 10x | ||||
Chief Financial Officer | 4x | ||||
| Chief Technology and Information Officer | 3x | ||||
| President & Chief Brand Officer | 10x | ||||
| Chief Customer Officer | 4x | ||||
| Former Interim Chief Financial Officer and Chief Accounting Officer | 1x | ||||
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COMPENSATION OF EXECUTIVE OFFICERS
Benefit | Where to Learn More | |||||||
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•Short- and long-term disability •Life insurance •Relocation assistance •Merchandise discount •NDCP including Company match for eligible participants •Paid parental leave and adoption assistance •Paid time away •Health savings account and flexible spending accounts •ESPP | • | ||||||
| Executive Benefits | •Retiree | entrants •Executive Severance Plan | ||||||
• | •For Retiree Health and Executive Severance, see Potential Payments Upon Termination or Change in Control at Fiscal Year End 2023, footnote (e) on page 64 | |||||||
| 2024 Proxy Statement | 46 | ||||||||||||
2024
2024.
2024.
The 2023 bonus opportunity formeasure was eliminated as it has historically tracked closely to Incentive Adjusted EBIT. For all NEOs except Erik Nordstrom and Peter Nordstrom, will remainthe CPCC determined to re-introduce the opportunity for individual differentiation of +/- 25% based on 100% Incentive Adjustedexecution against objective individual goals. Any differentiation will be applied after the calculation of Company outcomes.
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base salary increased from 175% to 250% to maintain relative market competitiveness. The target LTI grant as a percent of base salary of all other NEOs remained Well Defined charter. performance With respect to Director pay, Semler Brossy provides its services to the CGNC. their own pay. sector; Our peer group used for evaluating compensation for fiscal year The Gap, Inc. (GPS) Tapestry, Inc. (TPR) Burlington Stores, Inc. (BURL) Kohl’s Corporation (KSS) The TJX Companies, Inc. (TJX) Capri Holdings Limited (CPRI) Macy’s, Inc. (M) Ulta Beauty, Inc. (ULTA) Dillard’s, Inc. (DDS) Ralph Lauren Corporation (RL) V.F. Corporation (VFC) DICK’S Sporting Goods, Inc. (DKS) Ross Stores, Inc. (ROST) Victoria’s Secret & Co. (VSCO) Foot Locker, Inc. (FL) peer group. accounting restatement. Termination and Change in Control Provisions Name and Principal Fiscal Salary Bonus Stock Option Non-Equity Incentive Plan Change in All Other Total Erik B. Nordstrom 2022 758,500 — 1,592,844 1,061,890 — — 57,748 3,470,982 Chief Executive Officer 2021 758,700 — — 3,699,999 1,941,761 — 44,686 6,445,146 2020 367,419 — 1,592,846 2,654,740 — 1,010,681 21,984 5,647,670 Michael W. Maher 2022 465,927 — 1,497,662 99,221 — — 19,301 2,082,111 Interim Chief Financial Peter E. Nordstrom 2022 758,500 — 1,592,844 1,061,890 — — 64,534 3,477,768 President & Chief Brand 2021 758,700 — — 3,699,999 1,941,761 — 56,475 6,456,935 2020 367,419 — 1,592,846 2,654,740 — 1,055,774 24,849 5,695,628 Kenneth J. Worzel 2022 895,000 — 1,342,500 894,992 — — 32,053 3,164,545 Chief Customer Officer 2021 892,123 — 1,443,737 962,494 1,427,077 1,389,900 32,195 6,147,526 2020 764,597 — 2,624,977 2,374,996 — 864,312 18,367 6,647,249 Alexis DePree 2022 627,115 — 1,512,974 341,992 — — 17,127 2,499,208 Chief Supply Chain Officer Anne L. Bramman 2022 710,385 — 1,222,499 814,997 — — 128,304 2,876,185 Former Chief Financial 2021 812,892 — 1,319,977 879,995 1,040,246 — 24,679 4,077,789 2020 699,231 — 1,999,988 1,824,997 — — 14,411 4,538,627 Edmond Mesrobian 2022 578,365 — 1,569,965 479,998 — — 1,741,026 4,369,354 Former Chief Technology & Information Officer 2021 827,123 — 1,394,971 929,995 815,262 — 12,158 3,979,509 2020 677,214 — 1,549,973 1,374,995 — — 7,917 3,610,099 Michael Maher was not a NEO in fiscal year 2021, so no amounts are shown in that year. (b) Bonus be paid in fiscal years 2024 and 2025, respectively, contingent upon continued service with the Company. The value the NEOs may receive from their RSUs will depend on whether the 2023. 2023. (g) All Other Compensation Name 401(k) Plan Premium on Severance Other Benefits Total Erik B. Nordstrom 5,859 2,321 — 49,568 57,748 Michael W. Maher 12,278 1,423 — 5,600 19,301 Peter E. Nordstrom 9,998 2,321 — 52,215 64,534 Kenneth J. Worzel 14,937 2,739 — 14,377 32,053 Alexis DePree 11,961 1,927 — 3,239 17,127 Anne L. Bramman 10,155 2,355 — 115,794 128,304 Edmond Mesrobian 6,096 1,868 1,650,000 83,062 1,741,026 2023. 2023 All Other All Other Grant Name and Award Grant Date Approval Date Threshold Target Maximum Threshold Target Maximum Erik B. Nordstrom EMBP 379,250 1,517,001 3,792,502 PSU 3/3/2022 2/22/2022 52,902 70,536 105,804 1,592,844 Stock Option 3/3/2022 2/22/2022 102,506 25.68 1,061,890 Michael W. Maher EMBP 57,054 228,218 570,544 Stock Option 3/3/2022 2/22/2022 9,578 25.68 99,221 RSU 3/3/2022 2/22/2022 12,842 297,674 RSU 5/26/2022 5/17/2022 54,177 1,199,988 Peter E. Nordstrom EMBP 379,250 1,517,001 3,792,502 PSU 3/3/2022 2/22/2022 52,902 70,536 105,804 1,592,844 Stock Option 3/3/2022 2/22/2022 102,506 25.68 1,061,890 Kenneth J. Worzel EMBP 279,688 1,118,750 2,796,875 PSU 3/3/2022 2/22/2022 44,587 59,450 89,175 1,342,500 Stock Option 3/3/2022 2/22/2022 86,395 25.68 894,992 Alexis EMBP 119,000 476,000 1,190,000 PSU 3/3/2022 2/22/2022 17,037 22,717 34,075 512,995 Stock Option 3/3/2022 2/22/2022 33,013 25.68 341,992 RSU 5/26/2022 5/17/2022 45,147 999,979 Anne L. Bramman EMBP 211,250 845,000 2,112,500 PSU 3/3/2022 2/22/2022 40,602 54,136 81,204 1,222,499 Stock Option 3/3/2022 2/22/2022 78,673 25.68 814,997 Edmond Mesrobian EMBP 160,000 640,000 1,600,000 PSU 3/3/2022 2/22/2022 23,912 31,883 47,824 719,982 Stock Option 3/3/2022 2/22/2022 46,335 25.68 479,998 RSU 5/26/2022 5/17/2022 38,375 849,983 (c) Estimated Future Payouts Under Equity Incentive Plan Awards June 16, 2023. June 16, 2023. June 16, 2023. 2023 Option Awards Stock Awards Name Grant Equity Option Option Number Market Equity Equity Exer- Unexer- Erik B. 3/4/2013 99,563 — — 50.26 3/4/2023 — — — — Nordstrom 3/3/2014 60,747 — — 57.16 3/3/2024 — — — — 2/24/2015 45,996 — — 75.23 2/24/2025 — — — — 2/29/2016 82,141 — — 51.32 2/28/2026 — — — — 6/7/2016 10,838 — — 40.50 6/7/2026 — — — — 2/28/2017 38,653 — — 46.66 2/28/2027 — — — — 3/5/2019 54,801 18,268 — 45.33 3/5/2029 — — — — 3/9/2020 73,703 73,704 — 26.79 3/9/2030 — — — — 8/27/2020 245,829 — — 14.79 8/27/2030 — — — — 3/4/2021 — 297,619 — 35.52 3/4/2031 — — — — 3/3/2022 — 102,506 — 25.68 3/3/2032 — — — — 3/3/2022 — — — — — — — 52,449 966,111 Michael W. 3/4/2013 3,250 — — 50.26 3/4/2023 — — — — Maher 3/3/2014 2,270 — — 57.16 3/3/2024 — — — — 2/24/2015 2,360 — — 75.23 2/24/2025 — — — — 2/29/2016 3,615 — — 51.32 2/28/2026 — — — — 3/5/2019 — — — — — 1,426 26,267 — — 3/9/2020 — — — — — 4,775 87,956 — — 6/1/2020 59,136 — — 16.59 6/1/2030 — — — — 8/27/2020 — — — — — 2,799 51,558 — — 3/4/2021 — 6,766 — 35.52 3/4/2031 — — — —�� 3/4/2021 — — — — — 6,453 118,864 — — 3/3/2022 — 9,578 — 25.68 3/3/2032 — — — — 3/3/2022 — — — — — 12,842 236,550 — — 5/26/2022 — — — — — 54,177 997,940 — — Option Awards Stock Awards Name Grant Equity Option Option Number Market Equity Equity Exer- Unexer- Peter E. 3/4/2013 99,563 — — 50.26 3/4/2023 — — — — Nordstrom 3/3/2014 60,747 — — 57.16 3/3/2024 — — — — 2/24/2015 45,996 — — 75.23 2/24/2025 — — — — 2/29/2016 82,141 — — 51.32 2/28/2026 — — — — 6/7/2016 10,838 — — 40.50 6/7/2026 — — — — 2/28/2017 38,653 — — 46.66 2/28/2027 — — — — 3/5/2019 54,801 18,268 — 45.33 3/5/2029 — — — — 3/9/2020 73,703 73,704 — 26.79 3/9/2030 — — — — 8/27/2020 245,829 — — 14.79 8/27/2030 — — — — 3/4/2021 — 297,619 — 35.52 3/4/2031 — — — — 3/3/2022 — 102,506 — 25.68 3/3/2032 — — — — 3/3/2022 — — — — — — — 52,449 966,111 Kenneth J. 3/4/2013 40,536 — — 50.26 3/4/2023 — — — — Worzel 3/3/2014 26,141 — — 57.16 3/3/2024 — — — — 2/24/2015 20,585 — — 75.23 2/24/2025 — — — — 2/29/2016 38,057 — — 51.32 2/28/2026 — — — — 6/7/2016 23,433 — — 40.50 6/7/2026 — — — — 2/28/2017 16,464 — — 46.66 2/28/2027 — — — — 3/5/2019 79,712 79,713 — 45.33 3/5/2029 — — — — 3/5/2019 — — — — — 4,646 85,579 — — 3/9/2020 — — — — — 21,889 403,195 — — 8/27/2020 366,540 — — 14.79 8/27/2030 — — — — 3/4/2021 — 68,915 — 35.52 3/4/2031 — — — — 3/4/2021 — — — — — 31,636 582,735 — — 3/3/2022 — 86,395 — 25.68 3/3/2032 — — — — 3/3/2022 — — — — — — — 44,205 814,256 Alexis 3/9/2020 — — — — — 10,719 197,444 — — DePree 3/9/2020 — — — — — 27,953 514,894 — — 6/1/2020 58,080 — — 16.59 6/1/2030 — — — — 3/4/2021 — 32,649 — 35.52 3/4/2031 — — — — 3/4/2021 — — — — — 15,569 286,781 — — 3/3/2022 — 33,013 — 25.68 3/3/2032 — — — — 3/3/2022 — — — — — — — 17,037 313,822 5/26/2022 — — — — — 45,147 831,608 — — Anne L. Bramman 3/5/2019 61,777 — — 45.33 3/5/2029 — — — — Vesting Schedule Expiration Date 3/ 25% per year with a remaining vesting date of 3/10/ 3/ 3/4/2021 50% on 3/10/2024 and 50% on 3/10/2025 3/4/2031 3/3/2022 50% on 3/10/2025 and 50% on 3/10/2026 3/3/2032 (b) Number of Shares or Units of Stock That Have Not Vested Vesting Schedule 3/ 25% per year with a remaining vesting date of 3/10/ 3/ 25% per year with remaining vesting dates of 3/10/ 50% on 6/10/ 2023 Option Awards Stock Awards Name Number of Shares Value Realized Number of Shares Value Realized on Erik B. Nordstrom — — 13,656 322,633 Michael W. Maher — — 12,745 282,788 Peter E. Nordstrom — — 13,656 322,633 Kenneth J. Worzel — — 44,589 1,064,499 Alexis DePree — — 46,977 1,149,135 Anne L. Bramman 281,657 483,943 40,613 973,087 Edmond Mesrobian 212,207 1,198,821 42,287 911,208 2023. Information about payment of the SERP benefit related to change in control is provided on page 63 Name Plan Name Age Number of Years Present Value of Payments Erik B. Nordstrom SERP 59 25 10,805,200 — Michael W. Maher — — Peter E. Nordstrom SERP 60 25 10,857,560 — Kenneth J. Worzel SERP 58 13 6,051,510 — Alexis DePree — — Anne L. Bramman — — Edmond Mesrobian — — Name Registrant Aggregate Earnings Aggregate Aggregate Erik B. Nordstrom — — — — — Michael W. Maher — — (11,604 ) — 206,219 Peter E. Nordstrom — — — — — Kenneth J. Worzel 86,058 — 18,013 — 992,508 Alexis DePree — — — — — Anne L. Bramman 74,173 — 12,696 — 338,949 Edmond Mesrobian — — (33,173 ) — 167,361 Name and Potential Payment Death Disability Retirement Termination Qualifying Erik B. Nordstrom Continued or Accelerated Vesting of Equity Awards(a) 429,389 429,389 322,041 322,041 966,124 Vested SERP Benefit(b) 5,209,255 10,805,200 10,805,200 10,805,200 10,805,200 Life Insurance Proceeds(c) 1,517,000 — — — — Retiree Health Care Benefit(d) 159,075 328,029 328,029 328,029 328,029 Separation Benefit(e) — — — — — Disability Insurance Benefit(f) — 35,000 — — — Executive Management Bonus(g) — — — — — Total Value of Incremental Benefits 7,314,719 11,597,618 11,455,270 11,455,270 12,099,353 Michael W. Maher Continued or Accelerated Vesting of Equity Awards(a) 726,172 726,172 — — 1,519,134 Vested SERP Benefit(b) — — — — — Life Insurance Proceeds(c) 1,050,000 — — — — Retiree Health Care Benefit(d) — — — — — Separation Benefit(e) — — — 808,662 — Disability Insurance Benefit(f) — 35,000 — — — Executive Management Bonus(g) — — — — — Total Value of Incremental Benefits 1,776,172 761,172 — 808,662 1,519,134 Peter E. Nordstrom Continued or Accelerated Vesting of Equity Awards(a) 429,389 429,389 322,041 322,041 966,124 Vested SERP Benefit(b) 5,525,170 10,857,560 10,857,560 10,857,560 10,857,560 Life Insurance Proceeds(c) 1,517,000 — — — — Retiree Health Care Benefit(d) 148,341 296,811 296,811 296,811 296,811 Separation Benefit(e) — — — — — Disability Insurance Benefit(f) — 35,000 — — — Executive Management Bonus(g) — — — — — Total Value of Incremental Benefits 7,619,900 11,618,760 11,476,412 11,476,412 12,120,495 Name and Potential Payment Death Disability Retirement Termination Qualifying Kenneth J. Worzel Continued or Accelerated Vesting of Equity Awards(a) 1,433,408 1,433,408 1,342,933 1,342,933 1,885,780 Vested SERP Benefit(b) 3,075,526 6,051,510 6,051,510 6,051,510 6,051,510 Life Insurance Proceeds(c) 1,790,000 — — — — Retiree Health Care Benefit(d) 163,725 342,065 342,065 342,065 342,065 Separation Benefit(e) — — — 1,043,180 — Disability Insurance Benefit(f) — 35,000 — — — Executive Management Bonus(g) — — — — — Total Value of Incremental Benefits 6,462,659 7,861,983 7,736,508 8,779,688 8,279,355 Alexis DePree Continued or Accelerated Vesting of Equity Awards(a) 1,294,798 1,294,798 — — 2,144,562 Vested SERP Benefit(b) — — — — — Life Insurance Proceeds(c) 1,300,000 — — — — Retiree Health Care Benefit(d) — — — — — Separation Benefit(e) — — — 1,321,162 — Disability Insurance Benefit(f) — 35,000 — — — Executive Management Bonus(g) — — — — — Total Value of Incremental Benefits 2,594,798 1,329,798 — 1,321,162 2,144,562 Anne L. Bramman Continued or Accelerated Vesting of Equity Awards(a) — — — — — Vested SERP Benefit(b) — — — — — Life Insurance Proceeds(c) — — — — — Retiree Health Care Benefit(d) — — — — — Separation Benefit(e) — — — — — Disability Insurance Benefit(f) — — — — — Executive Management Bonus(g) — — — — — Total Value of Incremental Benefits — — — — — Edmond Mesrobian Continued or Accelerated Vesting of Equity Awards(a) — — — — — Vested SERP Benefit(b) — — — — — Life Insurance Proceeds(c) — — — — — Retiree Health Care Benefit(d) — — — — — Separation Benefit(e) — — — 1,650,000 — Disability Insurance Benefit(f) — — — — — Executive Management Bonus(g) — — — — — Total Value of Incremental Benefits — — — 1,650,000 — June 16, 2023. The closing price of Common Stock as of the end of fiscal year The amounts in the table for performance. 2023. 2023. •Qualifying Termination Following a Change in Control 2023. 2023. 2023. The amounts in the table for the eligible NEOs are the present values of the health care cost that would be payable by the Company if they had separated on the last day of the fiscal year. Erik Nordstrom, Peter Nordstrom and Kenneth Worzel have met the minimum retirement age of 55 with at least 10 profit sharing years of service and would be eligible for retirement. Assumptions used in determining these amounts include a discount rate of Name Separation Company-Paid Cost of Total Separation Erik B. Nordstrom — — — — Michael W. Maher 787,500 16,962 4,200 808,662 Peter E. Nordstrom — — — — Kenneth J. Worzel 1,038,980 — 4,200 1,043,180 Alexis DePree 1,300,000 16,962 4,200 1,321,162 Anne L. Bramman — — — — Edmond Mesrobian 1,650,000 — — 1,650,000 receive any separation benefits. 2023: $35,636. Value of Initial Fixed $100 Investment Based On: Year (a) Summary Compensation Average Average Total Peer Group Net Incentive 2022 3,470,982 2,237,191 3,078,195 1,264,807 53 118 245 524 2021 6,445,146 820,766 5,165,440 (534,350) 61 146 178 666 2020 5,647,670 7,598,410 5,122,901 7,722,084 98 141 (690) (1,047) 2023: CEO Non-CEO NEOs Erik B. Nordstrom Cathy R. Smith, Jason Morris, Peter E. Nordstrom, Kenneth J. Worzel, Michael W. Maher 2021 Erik B. Nordstrom Anne L. Bramman, Peter E. Nordstrom, Kenneth J. Worzel, Edmond Mesrobian 2020 Erik B. Nordstrom Anne L. Bramman, Peter E. Nordstrom, Kenneth J. Worzel, Edmond Mesrobian CEO 2020 2021 2022 SCT Total ($) 5,647,670 6,445,146 3,470,982 - Value of stock awards and option awards reported in SCT 4,247,586 3,699,999 2,654,734 - Change in pension value and Nonqualified Deferred Compensation reported in SCT 1,010,681 — — + Year-end value of awards granted in fiscal year that are unvested and outstanding 7,132,586 1,429,354 1,485,367 + Change in fair value of prior year awards that are unvested and outstanding 155,911 (3,800,744) (76,644) + Fair market value of awards granted this year and that vested this year — — 9,883 + Change in fair value (from prior year end) of prior year awards that vested this year (372,946) 139,177 (215,375) - Prior year fair value of prior year awards that failed to vest this year — — — + Service and prior service cost for pension plans 293,457 307,833 217,712 = Total Adjustments 1,950,740 (5,624,380) (1,233,791) CAP ($) 7,598,410 820,766 2,237,191 Non-CEO NEO 2020 2021 2022 Average SCT ($) 5,122,901 5,165,440 3,078,195 - Average value of stock awards and option awards reported in SCT 3,999,378 2,657,792 2,071,922 - Average change in pension value and Nonqualified Deferred Compensation reported in SCT 480,022 347,475 — + Average year end value of awards granted in fiscal year that are unvested and outstanding 6,928,154 1,298,263 855,524 + Average change in fair value of prior year awards that are unvested and outstanding 296,961 (4,256,482) (121,002) + Average fair market value of awards granted this year and that vested this year 12,197 8,747 3,038 + Average change in fair value (from prior year end) of prior year awards that vested this year (355,907) 46,199 (47,797) - Average prior year fair value of prior year awards that failed to vest this year — — 553,875 + Average service and prior service cost for pension plans 197,178 208,750 122,646 = Total Adjustments 2,599,184 (5,699,789) (1,813,389) Average CAP ($) 7,722,084 (534,350) 1,264,807 Incentive Adjusted EBIT Incentive Adjusted ROIC Cumulative Sales for Cumulative EBIT Outstanding Options (#) Weighted Average Weighted Average Remaining Unvested Full Value 8,398,633 34.56 6.04 6,636,085 Plan Category Number of Weighted-Average Number of Securities Equity compensation plans approved by the Company’s shareholders(a) 13,694,556(b) 38 16,321,659(c) Equity compensation plans not approved by the Company’s shareholders(d) 993 6 — TOTAL 13,695,549 38 16,321,659 Name of Beneficial Owner Amount and Nature of Percent of (a) Erik B. Nordstrom 3,539,574 2.18% (b) Peter E. Nordstrom 3,483,992 2.15% (c) Kenneth J. Worzel 725,520 * (d) Alexis DePree 133,161 * (e) Michael W. Maher 90,692 * (f) Edmond Mesrobian 78,761 * (g) Bradley D. Tilden 67,198 * (h) Stacy Brown-Philpot 33,740 * (i) Kirsten A. Green 24,547 * (j) Glenda G. McNeal 24,547 * (k) James L. Donald 19,457 * (l) Mark J. Tritton 19,457 * (m) Amie Thuener O’Toole 6,043 * (n) Atticus N. Tysen 1,910 * (o) Eric D. Sprunk — * (p) Anne L. Bramman — * (q) Directors and Executive Officers as a group (18 persons) 9,680,877 5.98% Greater than 5% Security Holders (r) Bruce A. Nordstrom 25,241,423 15.64% (s) El Puerto de Liverpool, S.A.B. de C.V. 15,755,000 9.76% (t) Anne E. Gittinger 15,404,437 9.54% (u) BlackRock, Inc. 9,974,728 6.18% (v) The Vanguard Group 9,420,303 5.84% March 13, 2024. Bradley D. Tilden (t) Anne E. Gittinger and disposition. Act. 14a-8. February 21, 2025. Why am I receiving these materials? What items will be voted on at the Annual Meeting? Board Page Reference To elect FOR each Director Proposal 2 To ratify the appointment of Deloitte as our FOR Proposal 3 To conduct an advisory vote regarding the compensation of our FOR Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof What is the date and time of the Annual Meeting? This Proxy Statement was first mailed to shareholders on or about How do I participate in the Annual Meeting? Control Number. We encourage you to access the Annual Meeting before it begins. Online 2024 Proxy Statement What is the difference between a shareholder of record and a street name shareholder? How do I cast my vote? What does it mean if I receive more than one Notice or package of proxy materials? Why did multiple shareholders at my address only receive one Notice or package of proxy materials? What is a quorum and what is the voting requirement to approve each of the proposals? Vote Required Discretionary Voting Election of No Ratification of the appointment of Deloitte as our Majority of Yes Advisory vote regarding Executive Compensation: Say on Pay Majority of No FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING Can I change my mind after I vote? What if I do not return my proxy card or voting instruction form or 3. Will abstentions or broker nonvotes affect the voting results? 2024 Proxy Statement Where can I find the voting results of the Annual Meeting? How can I communicate with the Board? If no specific Director is requested, the Corporate Secretary will relay the question or message to the Chairman. Certain items What if I have additional questions that are not addressed here? Incentive Adjusted ROIC and Incentive Adjusted EBIT 12 Fiscal Months Ended ($ in millions) February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022 January 28, 2023 Net earnings (loss) $ 564 $ 496 $ (690 ) $ 178 $ 245 Income tax expense (benefit) 169 186 (538 ) 68 92 Interest expense, net 104 102 181 246 128 EBIT 837 784 (1,047 ) 492 465 Non-operating related adjustments 72 24 — (32 ) 38 Interest income 15 10 3 1 10 Operating lease interest(a) — 101 95 87 85 Rent expense, net 251 — — — — Estimated depreciation on capitalized operating leases(b) (134 ) — — — — Adjusted net operating profit (loss) 1,041 919 (949 ) 548 598 Estimated income tax (expense) benefit(c) (248 ) (244 ) 416 (150 ) (162 ) Adjusted net operating profit (loss) after tax $ 793 $ 675 $ (533 ) $ 398 $ 436 Average total assets $ 8,282 $ 9,765 $ 9,718 $ 9,301 $ 9,069 Average estimated asset base of capitalized operating leases(b) 2,018 — — — — Average deferred property incentives and deferred rent liability (616 ) (307 ) — — — Average deferred property incentives in excess of — — (276 ) (232 ) (197 ) Average non-interest-bearing current liabilities (3,479 ) (3,439 ) (3,138 ) (3,352 ) (3,185 ) Non-operating related adjustments 4 — — — — Average invested capital $ 6,209 $ 6,019 $ 6,304 $ 5,717 $ 5,687 Return on assets 6.8 % 5.1 % (7.1 %) 1.9 % 2.7 % Incentive Adjusted ROIC 12.8 % 11.2 % (8.5 %) 7.0 % 7.7 % 12 Fiscal Months Ended ($ in millions) February 2, 2019 February 1, 2020 January 30, 2021 January 29, 2022 January 28, 2023 Net earnings (loss) $ 564 $ 496 $ (690 ) $ 178 $ 245 Income tax expense (benefit) 169 186 (538 ) 68 92 Interest expense, net 104 102 181 246 128 EBIT 837 784 (1,047 ) 492 465 Non-operating related and other adjustments(a) 72 24 — 174 59 Incentive Adjusted EBIT 909 808 (1,047 ) 666 524 2023 Proxy Statement Table•The RSUs will vest equally over three years.Jason Morris’ target LTI annual grant value as a percent of ContentsCOMPENSATION OF EXECUTIVE OFFICERSLTIsunchanged, as didunchanged. Additionally, the equity mix and vesting schedules. The CPCC did not useused its discretion to modify any NEO targetthe 2024 LTI grantsannual grant for 2023.Compensation Governance Our Roles in Determining Compensation Are Well-DefinedCompensation, People and Culture CommitteeOur CPCC oversees the development and delivery of our pay and benefits philosophy and compensation plans for the NEOs and other executives as described in the CPCC charter on our Investor Relations Website.As part of that oversight, the CPCC ensures the NEOs’ aggregate compensation aligns with shareholder interests by reviewing analyses that include:•Cash alignment to evaluate the short-termshort-term incentive payouts relative to our financial performance.•Relative pay and performance to compare the percentile rankings of our CEO’s total direct compensation (base salary + performance-basedperformance-based bonus + LTIs) and our Company’s financial performance metrics within our peer group. The total direct compensation of our NEOs within our peer group is also considered.CPCC ConsultantThe CPCC has retained Semler Brossy. A consultant from the firm attends CPCC meetings and, in support of the CPCC’s role, provides independent expertise on market practices, compensation program design and related subjects as described on page 1618. Semler Brossy provides such services only as directed by the CPCC. During fiscal year 2022,2023, Semler Brossy’s services included a review of executive and Director pay programs, a review of the compensation peer group and other pay-relatedpay-related matters specific to the CPCC’s charter.ManagementOur CEO and the President & Chief Brand Officer provide input to the CPCC on the level and design of compensation elements for the NEOs and other Executive Officers, excluding themselves. Our Chief Human Resources Officer attends CPCC meetings to provide perspective and expertise relevant to the agenda. Management supports the CPCC’s activity by providing analyses and recommendations developed internally, or occasionally with the assistanceinternally. NEOs are not present for discussions of external consulting firms other than the CPCC’s independent consultant.47 2024 Proxy Statement Market Data Provides a Reference Point for CompensationThe CPCC believes that knowledge of market practices, particularly those of our peers listed on page 46,below, is helpful in assessing the design and targeted level of our executive compensation package. In reviewing peer group information, the CPCC uses survey data provided by external consultants, monitors general market movement for executive pay and references proxy statements for specific roles.While the CPCC considers the 50th percentile (median) of our peer group as a reference, there is no specific percentage of target total direct compensation targeted by the CPCC other than to remain generally competitive with similarly situated peer companies. Target opportunities for individual pay elements vary by executive role based on scope of responsibilities and expected contributions.Target total direct compensation for 20222023 for Erik Nordstrom was below our peer group median, as it has been in previous years. Based on the CPCC’s review of relevant market data and internal pay equity, the CPCC believes the target total direct compensationfor the other NEOs was within a competitive range of the peer group median. Actual pay for the NEOs can exceed our established targets or peer group actual pay through the variable compensation elements when pre-determinedpre-determined performance milestones established by the CPCC are achieved.Peer Group Companies Represent Our BusinessEach year, the CPCC reviews the appropriateness of our peer group for comparison on pay and related practices. Collectively, the peer group companies represent our primary business areas, including our Nordstrom, Nordstrom Rack, in-storein-store and online businesses and private label products. The peer group companies generally meet the following selection criteria:•fall within the Consumer Discretionary sectors;•fall within a reasonable range of our size, defined as one-thirdone-third to three times our revenue and one-fourthone-fourth to four times our market capitalization;•share similar talent, operational and/or business characteristics, including a retail-focusedretail-focused business model;•have a similar or related product focus and place a high value on customer experience;•are part of our industry group as defined by institutional shareholders and shareholder service organizations; and•are a public company subject to similar market pressures.452023 Proxy Statement
COMPENSATION OF EXECUTIVE OFFICERS20222023 was comprised of the following retail companies:American Eagle Outfitters, Inc. (AEO) During 2022,2023, as part of its annual review of peer companies to be used for compensation comparison purposes, the CPCC determined that Bed Bath & Beyond Inc., The Estée Lauder Companies Inc., Urban Outfitters, Inc. and Williams-Sonoma, Inc. should be removed based onmade no changes to the selection criteria. Additionally, the CPCC determined that American Eagle Outfitters, Inc., Burlington Stores, Inc., DICK’S Sporting Goods, Inc., Ulta Beauty, Inc. and Victoria’s Secret & Co. should be added based on meeting the selection criteria.Compensation Risk Assessment Supports Integrity of Our Pay PracticesThe CPCC oversees an extensive review of the Company’s pay-for-performancepay-for-performance philosophy, the composition and balance of elements in the compensation package and the alignment of plans with shareholder interests to ensure these practices do not pose a material adverse risk to the organization. The review is conducted every other year, as underlying programs and practices are generally consistent over time. The last review, for fiscal year 2022, concluded with the following perspectives:•The goals of the Company’s compensation programs are to attract and retain the best talent and to motivate and reward our people in ways that are aligned with the long-terminterests of our shareholders. This has been a long-standinglong-standing objective of our pay-for-performancepay-for-performance philosophy. We believe that the strong alignment of our employee compensation plans with performance has well-servedwell-served our stakeholders, and our shareholders in particular. The strength of this alignment is regularly reviewed and monitored by the CPCC.•We have systems in place to identify, monitor and control risks, making it difficult for a single individual or a group of individuals to expose the Company to material compensation risk.•Our compensation program rewards both short- and long-termlong-term performance. Performance measures are predominantly team-orientedteam-oriented rather than individually focused, and tied to measurable factors that are both transparent to shareholders and drivers of shareholder return.•The compensation program balances the importance of achieving critical short-termshort-term objectives with a focus on realizing long-termlong-term strategic priorities. Strong stock ownership guidelines are in place for Company leaders, and mechanisms, such as an executive clawback policy,our Clawback Policy, exist to address inappropriate rewards.•2024 Proxy Statement 48 •The CPCC is actively engaged in establishing compensation plans, monitoring these plans during the year and using discretion in making rewards, as necessary.•The Company has active and engaged oversight systems in place. The AFC and the full Board closely monitor and certify the performance that drives employee rewards through detailed and transparent financial reporting, which is in place to provide strong, timely insight into the performance of the Company.Based on this review, the CPCC believes the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.Executive Compensation Clawback Policy Applies to Performance-Based PayIn February 2008,2023, we revised our Clawback Policy, and in 2024, we publicly filed our new Clawback Policy, each in accordance with the Board adopted a formalSEC’s adoption of the final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and NYSE’s adoption of compensation recovery listing standards. Our Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive compensation clawback policy that applies to any performance-based bonus, equity, equity equivalent or other incentive compensation awarded to an Executive Officer, beginning in that fiscal year. Under that policy,officers of the Company in the event ofthat the Company is required to restate its financial results due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously filed financial statements with the SEC that (i) is material to the previously filed financial statements, or (ii) would result in a material restatementmisstatement if the error were corrected in the current period or left uncorrected in the current period. Under our Clawback Policy, recovery of any such compensation is required regardless of whether the Company’s financial results, the Board will review the circumstances that caused the restatement and consider accountability to determine whether an Executive Officer was negligent orofficer who received erroneously awarded compensation engaged in misconduct. If so, and ifmisconduct or otherwise caused or contributed to the amount or vestingrequirement of an award would have been less had the financial statements been correct, the Board will seek to recover compensation from the Executive Officer as it deems appropriate. This policy is in addition to any requirements which might be imposed pursuant to applicable law.LTI Grants Are Effective On the First Day of the Open Trading WindowThe CPCC approvesconsiders annual equity-basedequity-based awards at its annual February meeting, which is typically held approximately three weeks after fiscal year end.year-end, and approves such awards either at that meeting or in the days shortly following. Annual grants are customarily effective on the first day of the Company’s next open trading window following CPCC approval. The CPCC may approve one-time equity-basedone-time equity-based grants to executives on other dates for reasons such as newly hired executives or for retention purposes. Such grants are generally effective on the first day of the Company’s next open trading window following approval by the CPCC.
2023 Proxy Statement46COMPENSATION OF EXECUTIVE OFFICERSareAre CPCC-DirectedUnder our Nordstrom, Inc. Executive Severance Plan, eligible Executive Officers, including certain NEOs, are entitled to receive severance benefits upon involuntary termination of employment by the Company to assist in the transition from active employment. To be eligible to participate in the Planplan upon involuntary termination, the NEO must have signed a non-competitionnon-competition and non-solicitation agreement. Prior to his appointment to Interim Chief Financial Officer and Chief Accounting Officer on December 5, 2022, Michael Maher was eligible, and remains eligible, for the Nordstrom, Inc. Executive Severance Plan, subject only to a non-solicitationnon-solicitation agreement. Erik Nordstrom and Peter Nordstrom are not eligible for separation benefits under the Plan.plan. Separation benefits are described in the Potential Payments Upon Termination or Change in Control section beginning on page 5960.As described in the same section, the NEOs are generally not entitled to any payment or accelerated benefit in connection with a change in control of the Company. However, the NEOs are entitled to accelerated vesting of equity if they experience a qualifying termination (termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control. Notwithstanding, if the successor corporation refuses to assume or substitute the award, then the CPCC shall provide for the cancellation of the vested portion of any such award in exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration.Tax and Accounting Considerations Underlie the Compensation ElementsThe CPCC recognizes the tax and regulatory factors that can influence the structure of executive compensation programs, including:•Section 162(m) of the IRC, which disallows a tax deduction to public companies for annual compensation over $1 million paid to “covered employees”employees,” which generally include NEOs. Certain performance-basedperformance-based compensation under arrangements in place as of November2, 2017 are not subject to the limitation. Therefore, compensation in excess of $1 million paid to our NEOs is generally expected to be nondeductible by the Company.•FASB ASC 718, where stock options, PSUs and RSUs are accounted for based on their grant date fair value (see the notes to the financial statements contained within the Company’s 20222023 Annual Report). The CPCC regularly considers the accounting implications of our equity-basedequity-based awards. awards.•Section 409A of the IRC, the limitations of which primarily relate to the deferral and payment of benefits under the NDCP and SERP. The CPCC continues to consider the impact of Section 409A and, in general, the evolving tax and regulatory landscape in which its compensation decisions are made.Summary Compensation TableThe following table summarizes the total compensation paid or accrued by the Company for services provided by the NEOs for fiscal years ended February 3, 2024, January 28, 2023 and January 29, 2022 and January 30, 2021.2022. Neither Michael MaherCathy Smith nor Alexis DePreeJason Morris were NEOs in fiscal years 20212022 and 2020,2021, so no amounts are shown in thesethose years.
Position
Year
($)(a)
($)(b)
Awards
($)(c)
Awards
($)(d)
Compensation
($)(e)
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(f)
Compensation
($)(g)
($)
Officer and Chief
Accounting Officer
Officer
OfficerName and Principal Position Fiscal Year Salary
($)(a)Bonus
($)(b)Stock Awards
($)(c)Option Awards
($)(d)Non-Equity Incentive Plan Compensation
($)(e)Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(f)All Other Compensation
($)(g)Total
($)Erik B. Nordstrom 2023 773,087 — 1,592,845 1,061,901 1,061,900 — 50,629 4,540,362 Chief Executive Officer 2022 758,500 — 1,592,844 1,061,890 — — 57,748 3,470,982 2021 758,700 — — 3,699,999 1,941,761 — 44,686 6,445,146 Cathy R. Smith 2023 605,769 550,000 6,499,973 — 787,500 — 73,184 8,516,426 Chief Financial Officer Jason Morris 2023 638,462 1,170,000 3,999,972 — 478,080 — 190,774 6,477,288 Chief Technology and Information Officer Peter E. Nordstrom 2023 773,087 — 1,592,845 1,061,901 1,061,900 — 71,974 4,561,707 President & Chief Brand Officer 2022 758,500 — 1,592,844 1,061,890 — — 64,534 3,477,768 2021 758,700 — — 3,699,999 1,941,761 — 56,475 6,456,935 Kenneth J. Worzel 2023 912,212 — 1,342,496 894,999 592,938 465,523 26,795 4,234,963 Chief Customer Officer 2022 895,000 — 1,342,500 894,992 — — 32,053 3,164,545 2021 892,123 — 1,443,737 962,494 1,427,077 1,389,900 32,195 6,147,526 Michael W. Maher 2023 201,923 — 275,616 91,873 — — 35,873 605,285 Former Interim Chief Financial Officer and Chief Accounting Officer 2022 465,927 — 1,497,662 99,221 — — 19,301 2,082,111 (a) SalaryThe amounts shown represent base salary earned during the fiscal year. The numbers shown for all fiscal years vary somewhat from annual base salaries due to the fact that our fiscal year ends on the Saturday nearest to January 31st31st and salary increases are generally effective on or about April 1stin March. Also, as a result of each year.our 4-5-4 retail reporting calendar, fiscal year 2023 included an extra week (the 53rd week). The 2022 base salaries were $758,500 each for Erik Nordstrom and Peter Nordstrom, and $895,000 for Kenneth Worzel. Michael Maher’s base salary increased from $441,000 to $456,435 on March 27, 2022 and from $456,435 to $525,000 on November 27, 2022. Alexis DePree’s base salary increased from $570,000 to $595,000 on March 27, 2022 and from $595,000 to $650,000 on June 5, 2022. Anne Bramman’s base salary increased from $815,000 to $845,000 on March 27, 2022. Edmond Mesrobian’s base salary increased from $800,000 to $825,000 on June 5, 2022. The 20222023 base salaries shown for Anne BrammanCathy Smith, Jason Morris and Edmond Mesrobian reflectsMichael Maher reflect a partial year of base salary, as theyCathy Smith and Jason Morris joined the Company on May 29, 2023 and May 1, 2023, respectively, and Michael Maher left the Company on December 2, 2022 and October 14, 2022, respectively. Neither Michael Maher nor Alexis DePree were NEOs prior to fiscal year 2022. June 16, 2023.The 20222023 base salaries are described on page 4341..Kenneth Worzel elected to defer 10% of his base salary earned during calendar year 2022 and calendar year 2023 into the NDCP. Anne Bramman elected to defer 10% of her base salary earned during calendar year 2022 into the NDCP. Due to the timing of our fiscal year ends, $86,058 and $74,173 were$82,615 was attributed to fiscal year 20222023 deferrals for Kenneth Worzel and Anne Bramman, respectively, as reported in the Fiscal Year 20222023 Nonqualified Deferred Compensation Table on page 5859.Each of the NEOs contributed a portion of their base salary earned during fiscal year 20222023 to the 401(k) Plan.The amounts reported for fiscal year 2020 reflect the reduced base salaries of the NEOs, as part of the Company’s response to business impacts from the COVID-19 pandemic. Base salaries were reduced from March 29, 2020 to October 3, 2020, as follows: Erik Nordstrom and Peter Nordstrom received no base salary, while Kenneth Worzel, Anne Bramman and Edmond Mesrobian received a 25% base salary reduction.2023 Proxy Statement48COMPENSATION OF EXECUTIVE OFFICERSThis column refers to one-timeone-time payments not made under the EMBP. No amounts wereCathy Smith received a one-time lump sum cash sign-on payment of $550,000 as a consideration for value forfeited by joining the Company.Jason Morris received a cash sign-on payment paid in three installments as a consideration for value forfeited by joining the Company. The first installment of $1,170,000 was paid in fiscal year 2023, with the second and third installments of $415,000 to NEOs.(c)(c) Stock AwardsThe amounts reported reflect the grant date fair value of PSUs and RSUs granted during the fiscal year under the 2019 EIP. The amounts reported are not the value actually received.2024 Proxy Statement 50 The value the NEOs will ultimately receive from their 2023 and 2022 PSUs will depend on the performance requirements and the market price of Common Stock at the end of the three yearthree-year performance cycle. In fiscal yearyears 2023 and 2022, PSUs were granted to all NEOs, except for Michael Maher who was appointed Interim Chief Financial OfficerErik Nordstrom, Peter Nordstrom and Chief Accounting Officer on December 5, 2022.Kenneth Worzel. The amounts reported were calculated in accordance with ASC 718 and reflect the grant date fair value at target (100%). The minimum number of PSUs that can be earned at the end of the three-yeareach three-year performance cycle is 75% and the maximum is 150%. The grant date fair value for the PSUs awarded in fiscal year 2023 to Erik Nordstrom, Peter Nordstrom and Kenneth Worzel, Alexis DePree, Anne Bramman and Edmond Mesrobian at the maximum payout of 150%, is $2,389,268, $2,389,268 and $2,013,744, respectively. The grant date fair value for the PSUs awarded in fiscal year 2022 to Erik Nordstrom, Peter Nordstrom and Kenneth Worzel, at the maximum payout of 150%, is $2,389,266, $2,389,266 $2,013,750, $769,493, $1,833,749 and $1,079,973,$2,013,750, respectively. See column (c) of the Grants of Plan-BasedPlan-Based Awards in Fiscal Year 20222023 table on page 5153 for the target number of PSUs granted in fiscal year 2022.2023. No PSU amounts are reported for fiscal year 2021 as the Company did not award PSUs during the fiscal year. The PSU amounts reported in fiscal year 2020 reflects grants of PSUs that were subsequently cancelled 6 months later as part of the Company’s response to COVID-19. The cancelled PSU grants to Erik Nordstrom and Peter Nordstrom each had a grant date fair value of $1,592,846. The cancelled PSU grants to Kenneth Worzel, Anne Bramman, and Edmond Mesrobian had a grant date fair value of $1,574,982, $1,199,989 and $929,983, respectively.time-basedtime-based vesting requirement is met and the market price of Common Stock on the vesting date. In fiscal year 2022,2023, RSUs were granted to Cathy Smith, Jason Morris and Michael Maher, Alexis DePree and Edmond Mesrobian.Maher. The amounts reported were calculated in accordance with ASC 718. See column (d) of the Grants of Plan-BasedPlan-Based Awards in Fiscal Year 20222023 table on page 5153 for the number of RSUs granted in fiscal year 2022.(d) Option AwardsThe amounts reported reflect the grant date fair value of stock options granted during the fiscal year under the 2019 EIP. This is not the value received. The NEOs will only realize value from stock options if the market price of Common Stock is higher than the exercise price of the stock options at the time of exercise. The amounts reported were calculated in accordance with ASC 718. See column (e) of the Grants of Plan-BasedPlan-Based Awards in Fiscal Year 20222023 table on page 5153 for the number of stock options granted in fiscal year 2022.Assumptions used in the calculation of these amounts are included in the notes to the financial statements contained within the Company’s 20222023 Annual Report.(e) Non-Equity Incentive Plan CompensationThe amounts reported reflect the annual performance-basedperformance-based cash awards under the EMBP, as described on page 4342. Kenneth Worzel deferred $433,649 of his cash award earned in fiscal year 2023 into the NDCP..(f) Change in Pension Value and Nonqualified Deferred Compensation EarningsThe amounts reported are the increases in actuarial present value from each fiscal year end for each of the eligible NEO’s benefit under the SERP. The present value of the benefit is affected by current earnings, credited years of service, the executive’s age and time until normal retirement eligibility, the age of the executive’s spouse or life partner as the potential beneficiary, actuarial assumptions (discount rate and mortality table used to determine the present value of the benefit), and the annual SERP benefit cap of $700,000.The present value of Erik Nordstrom’s and Peter Nordstrom’s and Kenneth Worzel’s benefit decreased from 20212022 fiscal year end by $2,790,760, $2,848,930$511,700 and $729,204$516,320, respectively. The decreases were primarily the result of an increase in the discount rate used to determine the present value of the benefits. The interest rate used is the same as the discount rate used for financial reporting purposes for the SERP, which changed from 3.19%4.95% to 4.95%5.27%. Negative values are not reported in the table, so no amounts are shown for Erik Nordstrom and Peter Nordstrom andNordstrom. The present value of Kenneth Worzel.Worzel’s benefit increased by $465,523, primarily due to an increase to service, which more than offset any decrease due to the change in the discount rate. Amounts are not reported for the other NEOs, as they are not eligible for the SERP benefit.Since decreases in the actuarial present value of pension benefits are required to be identified in a footnote rather than included in the Summary Compensation Table, the amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings and Total columns for fiscal year 2021 have been updated to exclude the negative values of $692,013 and $1,364,580 attributed to the decline in the actuarial present value of the SERP benefits of Erik Nordstrom and Peter Nordstrom, respectively.The amounts were calculated using the same discount rate assumptions as those used in the Company’s financial statements to calculate the Company’s obligations under the SERP. Assumptions used in the calculation of these amounts are included in the notes to the financial statements contained within the Company’s 20222023 Annual Report.Michael Maher, Kenneth Worzel Anne Bramman and Edmond MesrobianMichael Maher had account balances in the NDCP in fiscal year 2022,2023, as shown on page 5859. They did not receive above-market-rateabove-market-rate or preferential earnings on their deferred compensation, so no amounts for these types of earnings are included in the table.492023 Proxy StatementCOMPENSATION OF EXECUTIVE OFFICERS51 2024 Proxy Statement All Other Compensation in Fiscal Year 20222023The following table shows each component of “All Other Compensation” for fiscal year 2022,2023, reported in column (g) of the Summary Compensation Table on page 5048, calculated at the aggregate incremental cost to the Company.
Company Match
($)(a)
Insurance
($)(b)
($)(c)
($)(d)
($)Name 401(k) Plan Company Match
($)(a)Premium on Insurance
($)(b)Expenses in Connection with Relocation ($)(c) Tax Reimbursement in Connection with Relocation ($)(d) Other Benefits
($)(e)Total
($)Erik B. Nordstrom 7,561 1,961 — — 41,107 50,629 Cathy R. Smith 10,769 1,493 41,150 13,516 6,256 73,184 Jason Morris 10,752 1,594 94,163 60,702 23,563 190,774 Peter E. Nordstrom 10,502 1,961 — — 59,511 71,974 Kenneth J. Worzel 11,978 2,314 — — 12,503 26,795 Michael W. Maher 9,838 573 — — 25,462 35,873 (a) 401(k) Plan Company MatchThe Company offers a matching contribution on employee 401(k) contributions under the 401(k) Plan to all eligible employees, including the NEOs. The NEOs and all other Company employees may defer up to 50% of their eligible pay (i.e., base salary, performance-basedperformance-based bonus and other taxable wages) into the 401(k) Plan, subject to IRC limits.Company matching contributions are made each pay period an employee contributes to the 401(k) Plan, equal to a dollar for dollar match up to 1% of eligible pay, then $0.50 per dollar on the next 6% of eligible pay, up to a maximum of 4% of eligible pay and IRC limits. The total Company matching contribution each of the NEOs received, as shown in the table, reflects this matching formula for fiscal year 2022.Contributions under the 401(k) Plan may be directed to custom target retirement date funds or to any of nine individual investment alternatives, including Common Stock. The Plan also offers a self-directedself-directed brokerage option.(b) Premium on InsuranceThe Company provides life insurance to the NEOs in an amount equal to approximately 2two times their base salary and additional disability insurance. The amounts reported are the annual Company-paidCompany-paid premiums.(c) SeveranceIn connectionExpenses in Connection with his separationRelocationThe Company provides relocation assistance to eligible employees who have changed their place of residence to accept a position with Nordstrom. The type and amount of assistance varies by leadership level. Cathy Smith and Jason Morris received relocation benefits under our guidelines for an executive at their level when they relocated to the Company’s headquarters in Seattle. The amount reported is the cost incurred by the Company for relocation expenses.(d) Tax Reimbursement in Connection with RelocationThe Company provides reimbursement of all taxes incurred on October 14, 2022, Edmond Mesrobiantaxable moving expenses to employees who have changed their place of residence to accept a position with Nordstrom. The amount reported is the grossed-up tax reimbursement received a lump sum cash severance payment equal to 24 months of base salary,by Cathy Smith and Jason Morris in accordance with the terms for involuntary separation without cause under the Nordstrom, Inc. Executive Severance Plan described on page fiscal year 2023.The amounts reported include a remote work stipend and the total discount the NEOs received on their Nordstrom purchases during fiscal year 2022.2023. The merchandise discount provided to the NEOs is the same as for all other eligible management and high-performing non-management employees of the Company, and its Board, as described on page 22. Amounts reported for Anne Bramman and Edmond MesrobianMichael Maher also include lump sum payments of accrued and unused Paid Time Off, which was paid out upon theirhis separation on December 2, 2022 and October 14, 2022, respectively.The remote work stipend provided to the NEOs was the same as for all other employees working remotely, and the merchandise discount provided to the NEOs is the same as for all other eligible management and high-performingJune 16, 2023. non-management employees of the Company, and its Board, as described on page 19.Grants of Plan-Based Awards in Fiscal Year 2022The following table discloses:•non-equitynon-equity incentive plan awards granted in fiscal year 20222023 and the potential range of payouts. These awards are performance-basedperformance-based cash bonuses granted under the EMBP, as described on page 4342;;•the number and grant date fair value of PSUs granted under the 2019 EIP in fiscal year 20222023 and the potential range of payouts, as described on page 4542;;•the number, price and grant date fair value of stock options granted under the 2019 EIP in fiscal year 2022,2023, as described on page 4542; and•the number and grant date fair value of RSUs granted under the 2019 EIP in fiscal year 2022,2023, as described on page 4542..20232024 Proxy Statement52 50COMPENSATION OF EXECUTIVE OFFICERSBack to Contents
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(b)
Estimated Future Payouts
Under Equity Incentive
Plan Awards
(c)
Stock
Awards:
Number of
Shares
of Stock
or Units
(#)(d)
Option
Awards:
Number of
Securities
Underlying Options
(#)(e)
Exercise
or Base
Price of
Option
Awards
($/Sh)(f)
Date Fair
Value of
Stock
and
Option
Awards
($)(g)
(a)
($)
($)
($)
(#)
(#)
(#)
DePree Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(b)Estimated Future Payouts Under Equity Incentive
Plan Awards
(c)All Other
Stock
Awards:
Number of Shares
of Stock or Units (#)(d)All Other
Option
Awards:
Number of Securities
Underlying Options
(#)(e)Exercise
or Base Price of
Option Awards
($/Sh)(f)Grant
Date Fair
Value of
Stock and Option Awards ($)(g)Name and Award Grant Date
(a)Approval Date Threshold ($) Target
($)Maximum ($) Threshold (#) Target (#) Maximum (#) Erik B. Nordstrom EMBP 379,250 1,517,001 3,792,502 PSU 3/6/2023 3/1/2023 72,718 96,958 145,437 1,592,845 Stock Option 3/6/2023 3/1/2023 130,194 19.63 1,061,901 Cathy R. Smith EMBP 273,438 1,093,750 2,734,375 RSU 6/2/2023 5/4/2023 253,024 3,999,981 RSU 6/2/2023 5/4/2023 169,367 2,499,992 Jason Morris EMBP 166,000 664,000 1,660,000 RSU 6/2/2023 5/16/2023 211,366 3,249,985 RSU 6/2/2023 5/16/2023 55,668 749,987 Peter E. Nordstrom EMBP 379,250 1,517,001 3,792,502 PSU 3/6/2023 3/1/2023 72,718 96,958 145,437 1,592,845 Stock Option 3/6/2023 3/1/2023 130,194 19.63 1,061,901 Kenneth J. Worzel EMBP 279,688 1,118,750 2,796,875 PSU 3/6/2023 3/1/2023 61,289 81,719 122,578 1,342,496 Stock Option 3/6/2023 3/1/2023 109,731 19.63 894,999 Michael W. Maher EMBP 65,625 262,500 656,250 RSU 3/6/2023 3/1/2023 16,176 275,616 Stock Option 3/6/2023 3/1/2023 11,264 19.63 91,873 (a) Grant DateThe grant date is the first business day of the open trading window that falls on or after the CPCC approval of the grant.(b) Estimated Future Payouts Under Non-Equity Incentive Plan AwardsAlthough the column heading refers to future payouts, fiscal year 2022 performance-based2023 performance-based bonuses resulted in no payout for allpayouts to the eligible NEOs, in March 2023, as reported in the Summary Compensation Table on page 5048 in column (e) “Non-Equity“Non-Equity Incentive Plan Compensation.” For there to be any payout, minimum performance milestones or achievementachievements must be met and NEOsa NEO must be an active employee on the last day of the fiscal year, with the exception of retirement, death and disability, in which case a prorated amount may be earned. The amounts shown in the “Threshold”, “Target” and “Maximum” columns reflect the payout opportunity associated with established levels of performance or achievement, as discussed on page 43, and are based on paybase salary and bonus targets as of March 27, 2022,the beginning of the fiscal year for Erik Nordstrom, Peter Nordstrom, Kenneth Worzel and Michael Maher. The payout opportunities for Cathy Smith and Jason Morris, who joined the Company on May 29, 2023 and May 1, 2023, respectively, are based on their base salary for the full year and bonus targets, as discussed on page 42a consideration for value forfeited by joining the Company..512023 Proxy StatementCOMPENSATION OF EXECUTIVE OFFICERSThe numbers shown report the range of potential payouts at the end of the three-yearthree-year performance cycle for the PSU grants made in fiscal year 20222023 to Erik Nordstrom, Peter Nordstrom and Kenneth Worzel Alexis DePree, Anne Bramman and Edmond Mesrobian under the 2019 EIP. Payouts are shown in units of 75%, 100% and 150% of the number of PSUs granted. The PSU grants53 2024 Proxy Statement COMPENSATION OF EXECUTIVE OFFICERS(d) All Other Stock Awards: Number of Shares of Stock or UnitsThe numbers shown report the number of RSUs granted to Cathy Smith, Jason Morris and Michael Maher Alexis DePree and Edmond Mesrobian in fiscal year 20222023 under the 2019 EIP. The 253,024 RSUs granted to Cathy Smith on June 2, 2023 vest 55% on June 10, 2024, 25% on June 10, 2025 and 20% on June 10, 2026. The 169,367 RSUs granted to Cathy Smith on June 2, 2023 vest 50% on June 10, 2025 and 50% on June 10, 2026. The 211,366 RSUs granted to Jason Morris on June 2, 2023 vest 33% on June 10, 2024, 33% on June 10, 2025 and 34% on June 10, 2026. The 55,668 RSUs granted to Jason Morris on June 2, 2023 vest 50% on June 10, 2026 and 50% on June 10, 2027. The RSUs granted on March 3, 20226, 2023 to Michael Maher were to vest equally over four years, beginning on March 10, 2023. The RSUs granted to Michael Maher, Alexis DePree and Edmond Mesrobian on May 26, 2022 vest 50% on June 10, 2024, and 50% on June 10, 2025. The RSUs granted to Edmond Mesrobianbut were forfeited upon his separation on October 14, 2022.(e) All Other Option Awards: Number of Securities Underlying OptionsThe numbers shown report the number of stock options granted to the NEOsErik Nordstrom, Peter Nordstrom, Kenneth Worzel and Michael Maher in fiscal year 20222023 under the 2019 EIP. Stock options were granted on March 3, 20226, 2023 and become exercisable on March 10, 20252026 and March 10, 2026.2027. The stock option grantsgrant to Anne Bramman and Edmond Mesrobian wereMichael Maher was forfeited upon their separationshis separation on December 2, 2022 and October 14, 2022, respectively.(f) Exercise or Base Price of Option AwardsThe exercise price of the stock options granted on March 3, 20226, 2023 of $25.68$19.63 was the closing price of Common Stock on the grant date.(g) Grant Date Fair Value of Stock and Option AwardsThe grant date fair value of PSUs, RSUs and stock options was calculated in accordance with ASC 718.The reported value for PSUs granted to Erik Nordstrom, Peter Nordstrom and Kenneth Worzel Alexis DePree, Anne Bramman and Edmond Mesrobian was calculated by multiplying the number of PSUs granted by the fair value of a PSU on the date of grant, which was $22.58$16.42 on March 3, 2022.6, 2023. This is not the value received. The actual value they may receive will depend on performance requirements at the end of the three-yearthree-year performance cycle and the market price of Common Stock at vest. The PSU grants to Anne Bramman and Edmond Mesrobian were forfeited upon their separations on December 2, 2022 and October 14, 2022, respectively.The reported value for RSUs was calculated by multiplying the number of RSUs awarded by the fair value of ana RSU on the date of grant. The fair value of the RSU grant253,024 RSUs granted to Cathy Smith on March 3, 2022June 2, 2023 was $15.80. The fair value of the 169,367 RSUs granted to Michael MaherCathy Smith on June 2, 2023 was $23.18.$14.76. The fair value of the 211,366 RSUs granted to Jason Morris on June 2, 2023 was $15.37. The fair value of the 55,668 RSUs granted to Jason Morris on June 2, 2023 was $13.47. The fair value of the RSU grantsgrant on May 26, 2022March 6, 2023 to Michael Maher Alexis DePree and Edmond Mesrobian was $22.15.$17.03. The actual value they may receive will depend on whether the time-basedtime-based vesting requirement is met and the market price of Common Stock at the time of any vesting. The RSUs granted to Edmond MesrobianMichael Maher were forfeited upon his separation on October 14, 2022.The reported value of stock options was calculated by multiplying the number of options awarded by the fair value of an option on the date of grant. The fair value for the stock option grants on March 3, 20226, 2023 to Erik Nordstrom, Peter Nordstrom, Kenneth Worzel and Michael Maher was $10.36.$8.15. The actual value the NEOs may receive will be the number of options exercised multiplied by the difference between the stock price at the future exercise date and the grant price. The grant price on March 3, 20226, 2023 was $25.68.$19.63. The stock option grantsgrant to Anne Bramman and Edmond Mesrobian wereMichael Maher was forfeited upon their separationshis separation on December 2, 2022 and October 14, 2022, respectively.June 16, 2023.20232024 Proxy Statement54 52Outstanding Equity Awards at Fiscal Year End 2022The following table provides information on the current holdings of stock options and stock awards by NEOs as of the fiscal year ended January 28, 2023.February 3, 2024. The table includes vested but unexercised stock options, unvested stock options, unvested RSUs and unvested PSUs. The vesting schedules for outstanding stock options and RSUs are provided on page 5655, respectively.. Information about the amount of Common Stock beneficially owned by the NEOs is provided in the Beneficial Ownership Table on page 7384. Anne Bramman and Edmond MesrobianMichael Maher forfeited all of his unvested equity upon theirhis separation on December 2, 2022 and on October 14, 2022, respectively.
Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexer-
cised
Unearned
Options
(#)
Exercise
Price
($)
Expiration
Date
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)(b)
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(c)
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(d)
cisable
cisable
(a) Option Awards Stock Awards Equity Incentive Plan Awards:
Number of Securities Underlying Unexer-
cised Unearned Options
(#)Number of Shares or Units of Stock That Have Not Vested
(#)(b)Market Value of Shares or Units of Stock That Have Not Vested
($)Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(c)Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(d)Number of Securities
Underlying
Unexercised Options
(#)Option Exercise Price
($)Option Expiration Date Name Grant Date Exer-
cisableUnexer-
cisable (a)Erik B. Nordstrom 3/3/2014 60,747 — 57.16 3/3/2024 2/24/2015 45,996 — 75.23 2/24/2025 2/29/2016 82,141 — 51.32 2/28/2026 6/7/2016 10,838 — 40.50 6/7/2026 2/28/2017 38,653 — 46.66 2/28/2027 3/5/2019 73,069 — 45.33 3/5/2029 3/9/2020 110,555 36,852 26.79 3/9/2030 8/27/2020 245,829 — 14.79 8/27/2030 3/4/2021 — 297,619 35.52 3/4/2031 3/3/2022 — 102,506 25.68 3/3/2032 3/3/2022 52,050 943,146 3/6/2023 — 130,194 19.63 3/6/2033 3/6/2023 72,216 1,308,554 Cathy R. Smith 6/2/2023 253,024 4,584,795 6/2/2023 169,367 3,068,930 Jason Morris 6/2/2023 211,366 3,829,952 6/2/2023 55,668 1,008,704 Peter E. Nordstrom 3/3/2014 60,747 — 57.16 3/3/2024 2/24/2015 45,996 — 75.23 2/24/2025 2/29/2016 82,141 — 51.32 2/28/2026 6/7/2016 10,838 — 40.50 6/7/2026 2/28/2017 38,653 — 46.66 2/28/2027 3/5/2019 73,069 — 45.33 3/5/2029 3/9/2020 110,555 36,852 26.79 3/9/2030 8/27/2020 245,829 — 14.79 8/27/2030 3/4/2021 — 297,619 35.52 3/4/2031 3/3/2022 — 102,506 25.68 3/3/2032 3/3/2022 52,050 943,146 3/6/2023 — 130,194 19.63 3/6/2033 3/6/2023 72,216 1,308,554 Kenneth J. Worzel 3/3/2014 26,141 — 57.16 3/3/2024 2/24/2015 20,585 — 75.23 2/24/2025 2/29/2016 38,057 — 51.32 2/28/2026 6/7/2016 23,433 — 40.50 6/7/2026 2/28/2017 16,464 — 46.66 2/28/2027 COMPENSATION OF EXECUTIVE OFFICERS
Date
Number of
Securities
Underlying
Unexercised
Options
(#)
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexer-
cised
Unearned
Options
(#)
Exercise
Price
($)
Expiration
Date
of
Shares
or Units
of Stock
That
Have
Not
Vested
(#)(b)
Value of
Shares or
Units of
Stock
That Have
Not
Vested
($)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)(c)
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
($)(d)
cisable
cisable
(a) 2023 Proxy Statement54COMPENSATION OF EXECUTIVE OFFICERSOption Awards Stock Awards Equity Incentive Plan Awards:
Number of Securities Underlying Unexer-
cised Unearned Options
(#)Number of Shares or Units of Stock That Have Not Vested
(#)(b)Market Value of Shares or Units of Stock That Have Not Vested
($)Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(c)Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(d)Number of Securities
Underlying
Unexercised Options
(#)Option Exercise Price
($)Option Expiration Date Name Grant Date Exer-
cisableUnexer-
cisable (a)3/5/2019 159,425 — 45.33 3/5/2029 3/9/2020 10,945 198,323 8/27/2020 341,540 — 14.79 8/27/2030 3/4/2021 — 68,915 35.52 3/4/2031 3/4/2021 21,091 382,169 3/3/2022 — 86,395 25.68 3/3/2032 3/3/2022 43,869 794,906 3/6/2023 — 109,731 19.63 3/6/2033 3/6/2023 60,865 1,102,874 (a) Number of Securities Underlying Unexercised Options: UnexercisableThe following table shows the grant date, vesting schedule and expiration date for all unvested stock options as of the fiscal year ended January 28, 2023. On March 5, 2019, Erik Nordstrom and Peter Nordstrom received a stock option grant with a four-year vesting schedule of 25% per year. On March 5, 2019, Kenneth Worzel and Anne Bramman also received a stock option grant with a four-year vesting schedule of 50% on March 10, 2022 and 50% on March 10, 2023. Anne Bramman forfeited the unvested portion of her award upon her separation on December 2, 2022, and had 61,777 exercisable stock options as of the end of fiscal year 2022.February 3, 2024. On March 4, 2021, Erik Nordstrom and Peter Nordstrom each received a stock option grant that vests 50% on March 10, 2024 and 50% on March 10, 2025 subject to the condition that the average daily closing price of our Common Stock meets or exceeds $45 per share for any twenty consecutive trading day period prior to March 10, 2025. On March 4, 2021 Michael Maher, Kenneth Worzel and Alexis DePree also received a stock option grant that vests 50% on March 10, 2024 and 50% on March 10, 2025, and is not subject to a price condition for vesting.Grant Date 5/201920235/2029 3/5/201950% on 3/10/2022 and 50% on 3/10/2023 with a remaining vesting date of 3/10/20233/5/2029* 3/9/202025% per year with remaining vesting dates of 3/10/2023 and 3/10/20243/9/2030 3/6/2023 50% on 3/10/2026 and 50% on 3/10/2027 3/6/2033 *The expiration date for Anne Bramman’s grant is March 12, 2023, 100 days after her separation.The following table shows the grant date and vesting schedule for all unvested RSUs as of the fiscal year ended January 28, 2023. On March 9, 2020, Michael Maher, Kenneth WorzelFebruary 3, 2024. The 253,024 RSUs granted to Cathy Smith on June 2, 2023 vest 55% on June 10, 2024, 25% on June 10, 2025 and Alexis DePree received a RSU grant with a four-year vesting schedule of 25% per year. On March 9, 2020, Alexis DePree received an additional RSU grant with a three-year vesting schedule of20% on June 10, 2026. The 169,367 RSUs granted to Cathy Smith on June 2, 2023 vest 50% on June 10, 2025 and 50% on June 10, 2026. The 211,366 RSUs granted to Jason Morris on June 2, 2023 vest 33% in years one and twoon June 10, 2024, 33% on June 10, 2025 and 34% in the final year.on June 10, 2026. The 55,668 RSUs granted to Jason Morris on June 2, 2023 vest 50% on June 10, 2026 and 50% on June 10, 2027.Grant Date 5/201920239/20202023 and 3/10/20243/9/202033% in years one and two and 34% in the final year with a remaining vesting date of 3/10/20238/27/202025% on 3/10/2021, 3/10/2022, 3/10/2023 and 3/10/2024, with remaining vesting dates of 3/10/2023 and 3/10/20243/4/202125% per year with remaining vesting dates of 3/10/2023, 3/10/2024 and 3/10/20253/3/202225% per year with remaining vesting dates of 3/10/2023, 3/55% on 6/10/2024, 3/25% on 6/10/2025 and 3/20% on 6/10/20265/26/202220242025 and 50% on 6/10/20266/2/2023 33% on 6/10/2024, 33% on 6/10/2025 and 34% on 6/10/2026 6/2/2023 50% on 6/10/2026 and 50% on 6/10/2027 (c) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not VestedThe numbers reported relate to outstanding PSUs granted in fiscal yearyears 2022 and 2023 that have time remaining in their three-yearthree-year performance cycle, as discussed on page 4542. If the performance cycle had ended on the last day of fiscal year 2022,2023, the minimum percentage of 75% of PSUs outstanding would have been earned for PSUs granted in fiscal year 2022 and 2023, which is reflected in the table.2024 Proxy Statement 56 (d) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not VestedThe amounts reported relate to outstanding PSUs granted in fiscal year 2022 and 2023 that have time remaining in their three-yearthree-year performance cycle, as discussed on page 4542. If the performance cycle had ended on the last day of fiscal year 20222023 and the PSUs vested, the minimum percentage of 75% of PSUs outstanding would have been earned for PSUs granted in fiscal year 2022 and 2023 at $18.42,$18.12, the closing price of Common Stock on January 27, 2023,February 2, 2024, the last market trading day of the fiscal year.552023 Proxy StatementCOMPENSATION OF EXECUTIVE OFFICERSOption Exercises and Stock Vested in Fiscal Year 2022The following table provides information for the NEOs on the number of shares of Common Stock acquired and value realized from Optionsoptions exercised and Awardsawards that vested with respect to fiscal year 2022.
Acquired on
Exercise
(#)
on Exercise
($)
Acquired on Vesting
(#)(a)
Vesting
($)(b) Option Awards Stock Awards Name Number of Shares
Acquired on Exercise
(#)Value Realized
on Exercise
($)Number of Shares Acquired on Vesting
(#)(a)Value Realized on Vesting
($)(b)Erik B. Nordstrom — — 1,202 19,653 Cathy R. Smith — — — — Jason Morris — — — — Peter E. Nordstrom — — 1,202 19,653 Kenneth J. Worzel 25,000 155,278 27,148 493,265 Michael W. Maher 15,000 81,150 10,573 192,852 (a) Number of Shares Acquired on VestingThe numbers reported include RSUs that vested during fiscal year 20222023 for the NEOs.Kenneth Worzel and Michael Maher. The amounts also include PSUs that vested for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel of 603, 6031,202, 1,202 and 509,1,013, respectively, which vested on an accelerated basis in fiscal year 20222023 solely to satisfy Social Security, Medicare or income tax withholding obligations of retirement-eligibleretirement-eligible employees with respect to their PSUs.(b) Value Realized on VestingThe amounts reported are the values realized for the RSUs that vested during fiscal year 20222023 for the NEOs.Kenneth Worzel and Michael Maher. The amounts also include the number of shares of Common Stock withheld on the vesting of PSUs for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel to satisfy tax withholding obligations as described previously, multiplied by $16.39,$16.35, the closing price of Common Stock on December 19, 2022,8, 2023, the vesting date.Pension BenefitsThe Company’s original SERP was introduced in the 1980s. Over the years, the plan design changed to better meet the purpose of encouraging designated executives to stay with Nordstrom throughout their careers and rewarding their significant and sustained contribution to the Company’s success by adding to their financial security upon retirement. Beginning in 2012, the SERP was closed to new entrants.The NEOs, except Cathy Smith, Jason Morris and Michael Maher, Alexis DePree, Anne Bramman and Edmond Mesrobian, who joined the Company or moved into an eligible role after the SERP had been closed to new entrants, are eligible for the SERP. The eligible NEOs are entitled to receive their full retirement benefit at age 58. Their full benefit is equal to 1.6% multiplied by final average pay, as described in the following paragraph, and their years of credited service, up to a maximum of 25 years. They may retire early and could receive a reduced benefit if they are between the ages of 53 and57, inclusive, with at least 10 years of credited service, and the CPCC approves the early retirement. The early retirement benefit is reduced 10% for each year that their retirement age is less than 58. If they retire after age58, they are entitled to their full retirement benefit, increased with interest of 5% per year, compounded annually, for each full year worked beyond age58, for a maximum of 10 years. The annual SERP benefit is capped at $700,000 after any early retirement reductions are applied.Final average pay is the average base salary and annual performance-basedperformance-based cash bonus of the highest 36 months over the longer of:•the most recent five years of service; or•the entire period of service after the executive’s 53rd birthday.The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% annuity paid to a surviving spouse or life partner after the executive’s death. A surviving spouse or life partner also receives a 50% survivor benefit if the executive dies before retiring. The amount of this survivor benefit depends on the executive’s age and years of credited service at the time of death.57 2024 Proxy Statement The SERP provides that no benefit will be paid to an executive whose employment is terminated for cause, which includes competitive behavior against the Company, as determined by the CPCC in the exercise of its discretion in accordance with the Plan. The CPCC also has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.2023 Proxy Statement56COMPENSATION OF EXECUTIVE OFFICERS63 in footnote (b) to the Potential Payments Upon Termination or Change in Control at Fiscal Year End 20222023 table.Because the SERP is a nonqualified deferred compensation plan, the Company is not obligated to fund it. If the Company were to become insolvent, participants would be unsecured general creditors, and there is no guarantee that funds would be available to pay all creditors in full. See the notes to the financial statements contained within the Company’s 20222023 Annual Report for a discussion of the benefit obligation.Fiscal Year 20222023 Pension Benefits TableThe following table shows the present value of the accumulated SERP benefit payable to each of the NEOs, based on the number of years of service credited under the Plan to each NEO and actuarial assumptions consistent with those used in the Company’s 20222023 Annual Report to calculate the Company’s obligations under the Plan. See the notes to the financial statements contained within the Company’s 20222023 Annual Report for a discussion of the benefit obligation and assumptions used.
(#)(a)
Credited Service
(#)(b)
Accumulated Benefit
($)(c)
During Last
Fiscal Year
($) Name Plan Name Age
(#)(a)Number of Years Credited Service
(#)(b)Present Value of Accumulated Benefit
($)(c)Payments During Last Fiscal Year
($)Erik B. Nordstrom SERP 60 25 10,293,500 — Cathy R. Smith — — — — — Jason Morris — — — — — Peter E. Nordstrom SERP 61 25 10,341,240 — Kenneth J. Worzel SERP 59 14 6,517,033 — Michael W. Maher — — — — — (a) AgeAge is as of January 28, 2023,February 3, 2024, the last day of the fiscal year.(b) Number of Years Credited ServiceAlthough Erik Nordstrom and Peter Nordstrom each have more than 25 years of service, the number of years of credited service under the SERP is capped at 25.(c) Present Value of Accumulated BenefitErik Nordstrom, Peter Nordstrom and Kenneth Worzel have met the minimum full retirement age of 58 with at least 10 years of credited service and would be eligible to receive the SERP benefit having the present values as shown in the table.5720232024 Proxy Statement58 Nonqualified Deferred CompensationThe Company offers participation in the NDCP to eligibleemployees, including the NEOs. Under this Plan, a participant may defer up to 80% of base salary, up to 100% of performance-basedperformance-based bonus earned under the Company’s bonus plan and up to 100% of any vested PSUs, less applicable payroll taxes. Deferral elections are irrevocable and are made in compliance with Section 409A of the IRC. If a participant’s NDCP deferrals cause a reduction in the Company’s 401(k) match contribution, the Company may deposit a make-upmake-up contribution into the participant’s NDCP account. The Company may also provide a matching contribution, up to 4% of eligible pay over the 401(k) calendar year compensation limit, on deferrals into the NDCP by eligible participants. Participants in the Company’s SERP are not eligible for this matching contribution.Plan participants may direct their cash deferrals to deemed investment alternatives, priced and valued similar to retail mutual funds. As of the end of the fiscal year, the Company offered nine14 deemed investment alternatives. In addition, Plan participants are offered a fixed rate option, which was 4.36% for calendar year 2022 and 4.18% for calendar year 2023 and 4.42% for calendar year 2024, which is not subsidized by the Company but rather is a rate based on guaranteed contractual returns from a third-partythird-party insurance company provider. With the exception of the fixed rate fund, participants may change their investment allocations among these investment alternatives daily. Gains and losses for cash deferrals are credited to participant accounts daily, based on their investment elections. The deemed investment alternatives for cash do not include Common Stock. Vested PSUs that are deferred into the NDCP remain as stock units until distribution.Fiscal Year 20222023 Nonqualified Deferred Compensation TableThe following table discloses information on nonqualified deferred compensation for the NEOs under the Company’s NDCP for the fiscal year ended January 28, 2023.February 3, 2024. The Company’s SERP is also a nonqualified plan. Information regarding benefits payable to NEOs under the SERP is provided beginning on page 5757..
Executive
Contributions in
Last Fiscal Year
($)(a)
Contributions in Last
Fiscal Year
($)
in Last Fiscal Year
($)(b)
Withdrawals/
Distributions
($)
Balance at Last
Fiscal Year End
($)(c) Name Executive Contributions in Last Fiscal Year
($)(a)Registrant Contributions in Last Fiscal Year
($)Aggregate Earnings in Last Fiscal Year
($)(b)Aggregate Withdrawals/Distributions
($)(c)Aggregate Balance at Last Fiscal Year End
($)(d)Erik B. Nordstrom — — — — — Cathy R. Smith — — — — — Jason Morris — — — — — Peter E. Nordstrom — — — — — Kenneth J. Worzel 82,615 — 42,959 — 1,118,083 Michael W. Maher — — 12,460 (218,680) — (a) Executive Contributions in Last Fiscal YearThe amounts reported are the deferrals made during the fiscal year.(b) Aggregate Earnings in Last Fiscal YearThe amounts include the total interest or other earnings (loss) accrued in fiscal year 20222023 on the entire NDCP account balance, including deferred PSUs.(c) Aggregate Withdrawals/DistributionsThe amounts shown for Michael Maher are the total NDCP distributions made during the fiscal year based on his distribution elections.(d) Aggregate Balance at Last Fiscal Year EndThe amounts shown are the total NDCP balances, including earnings on deferrals, as of January 28, 2023.February 3, 2024.Potential Payments Upon Termination or Change in ControlThe information on the following pages describes and quantifies certain amounts that would become payable under existing compensation plans if the NEOs’ employment had terminated on January 28, 2023,February 3, 2024, the last day of the fiscal year. The amounts are based on each executive’s compensation and years of service as of that date and, if applicable, based on the closing price of Common Stock on January 27, 2023,February 2, 2024, the last market trading day of the fiscal year, of $18.42.$18.12. The estimates are based on all relevant plans effective at the end of the fiscal year and information available at that time. Actual values would reflect specific circumstances at the time of any termination, the plans and provisions effective if and when a termination event occurs and any other applicable factors.Employment Agreements The Company does not have employment agreements with any Nordstrom employees, including the NEOs. The Company maintains an executive severance plan to provide certain NEOs an appropriate level of severance benefits in the event of involuntary separation of service, not for cause. Except as described on the following pages, there are no agreements, arrangements or plans that entitle the NEOs to enhanced benefits upon termination of their employment.Potential Payments Upon Termination or Change in Control at Fiscal
Year-End 2022The following table shows various termination scenarios and payments that would be triggered under the Company’s compensation plans, with the exception of Anne Bramman and Edmond MesrobianMichael Maher, who separated prior to the end of the fiscal year on December 2, 2022 and October 14, 2022, respectively,June 16, 2023 and for whom actualno payments upon termination are shown.
($)
($)
($)
without
Cause
($)
Termination
Following a
Change in
Control
($) Name and Potential Payment Death
($)Disability
($)Retirement
($)Termination
without Cause
($)Qualifying Termination
Following a Change in
Control
($)Erik B. Nordstrom Continued or Accelerated Vesting of Equity Awards(a)1,427,352 1,427,352 1,070,514 1,070,514 2,251,714 Vested SERP Benefit(b)4,960,480 10,293,500 10,293,500 10,293,500 10,293,500 Life Insurance Proceeds(c)1,517,000 — — — — Retiree Health Care Benefit(d)152,462 314,270 314,270 314,270 314,270 Separation Benefit(e)— — — — — Disability Insurance Benefit(f)— 35,000 — — — Executive Management Bonus(g)— — — — — Total Value of Incremental Benefits 8,057,294 12,070,122 11,678,284 11,678,284 12,859,484 Cathy R. Smith Continued or Accelerated Vesting of Equity Awards(a)1,710,833 1,710,833 — — 7,653,725 Vested SERP Benefit(b)— — — — — Life Insurance Proceeds(c)1,750,000 — — — — Retiree Health Care Benefit(d)— — — — — Separation Benefit(e)— — — 1,755,500 — Disability Insurance Benefit(f)— 35,000 — — — Executive Management Bonus(g)— — — — — Total Value of Incremental Benefits 3,460,833 1,745,833 — 1,755,500 7,653,725 Jason Morris Continued or Accelerated Vesting of Equity Awards(a)1,025,597 1,025,597 — — 4,838,656 Vested SERP Benefit(b)— — — — — Life Insurance Proceeds(c)1,660,000 — — — — Retiree Health Care Benefit(d)— — — — — Separation Benefit(e)— — — 1,683,276 — Disability Insurance Benefit(f)— 35,000 — — — Executive Management Bonus(g)— — — — — Total Value of Incremental Benefits 2,685,597 1,060,597 — 1,683,276 4,838,656 Peter E. Nordstrom Continued or Accelerated Vesting of Equity Awards(a)1,427,352 1,427,352 1,070,514 1,070,514 2,251,714 Vested SERP Benefit(b)5,260,115 10,341,240 10,341,240 10,341,240 10,341,240 Life Insurance Proceeds(c)1,517,000 — — — — 5920232024 Proxy Statement60 COMPENSATION OF EXECUTIVE OFFICERS
($)
($)
($)
without
Cause
($)
Termination
Following a
Change in
Control
($) Name and Potential Payment Death
($)Disability
($)Retirement
($)Termination
without Cause
($)Qualifying Termination
Following a Change in
Control
($)Retiree Health Care Benefit(d)141,953 282,634 282,634 282,634 282,634 Separation Benefit(e)— — — — — Disability Insurance Benefit(f)— 35,000 — — — Executive Management Bonus(g)— — — — — Total Value of Incremental Benefits 8,346,420 12,086,226 11,694,388 11,694,388 12,875,588 Kenneth J. Worzel Continued or Accelerated Vesting of Equity Awards(a)1,783,502 1,783,502 1,482,750 1,482,750 2,478,295 Vested SERP Benefit(b)3,310,158 6,517,033 6,517,033 6,517,033 6,517,033 Life Insurance Proceeds(c)1,790,000 — — — — Retiree Health Care Benefit(d)156,950 328,444 328,444 328,444 328,444 Separation Benefit(e)— — — 942,316 — Disability Insurance Benefit(f)— 35,000 — — — Executive Management Bonus(g)— — — — — Total Value of Incremental Benefits 7,040,610 8,663,979 8,328,227 9,270,543 9,323,772 Michael W. Maher Continued or Accelerated Vesting of Equity Awards(a)— — — — — Vested SERP Benefit(b)— — — — — Life Insurance Proceeds(c)— — — — — Retiree Health Care Benefit(d)— — — — — Separation Benefit(e)— — — — — Disability Insurance Benefit(f)— — — — — Executive Management Bonus(g)— — — — — Total Value of Incremental Benefits — — — — — (a) Continued or Accelerated Vesting of Equity AwardsAs of the end of fiscal year 2022,2023, Erik Nordstrom, Michael Maher,Cathy Smith, Jason Morris, Peter Nordstrom and Kenneth Worzel and Alexis DePree had unvested equity awards under our 2010 and 2019 EIPs.EIP. Treatment of the awards under various termination scenarios is described in this section. Anne Bramman and Edmond MesrobianMichael Maher forfeited theirhis unvested equity upon their separationshis separation on December 2, 2022 and October 14, 2022, respectively.Stock Options•Death or DisabilityThe stock option agreements under the Company’s 2010 and 2019 EIPsEIP generally provide that if a participant’s employment is terminated by reason of death or disability, all unvested stock options will immediately vest, with the exception of one-time stock option grants. The one-time stock option grant made on March 5, 2019 to Kenneth Worzel provides that if a participant’s employment is terminated by reason of death or disability, a prorated number of the stock options granted will immediately vest based on the number of full months employed.vest. Vested stock options may be exercised by the participant or participant’s beneficiary during the period ending four years after termination, provided the 10-year10-year term of the grant has not expired.2023 Proxy Statement60COMPENSATION OF EXECUTIVE OFFICERS20222023 was lower than the exercise prices of the unvested stock options that would immediately vest and be exercisable during the earlier of four years after termination or the 10-year10-year term date of the grant. Therefore, no amounts are included in the table.If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then the post-separationpost-separation vesting and exercise rights will cease immediately and all outstanding vested and unvested options and any shares of Common Stock delivered under such grants will be automatically forfeited.•Retirement or Termination withoutWithout CauseStock option agreements under the Company’s 2010 and 2019 EIPsEIP for annual grants generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, stock options granted more than six months prior to termination will continue to vest and may be exercised during the period ending four years after termination, provided the 10-year10-year term of the grant has not expired. Erik Nordstrom, Peter Nordstrom and Kenneth Worzel have unvested stock options from their annual grants that qualify for this continued vesting, for their annual stock option grants as they have reached the minimum retirement age of 55 with at least 10 years of service. The one-time stock option grant made on March 5, 2019 to Kenneth Worzel does not provide for continued vesting upon retirement or termination without cause.The closing price of Common Stock as of the end of fiscal year 20222023 was lower than the exercise prices of the unvested stock options that would continue to vest and be exercisable during the earlier of four years after termination or the 10-year10-year term date of the grant. Therefore, no amounts are included in the table.61 2024 Proxy Statement If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then the post-separationpost-separation vesting and exercise rights will cease immediately and all outstanding vested and unvested options and any shares of Common Stock delivered under such grants will be automatically forfeited.•Qualifying Termination Following a Change in ControlStock option grants under the Company’s 2010 and 2019 EIPsEIP do not provide for any payment or accelerated benefit upon a change in control. In the event of a change of control, outstanding awards shall continue in effect or be assumed, or an equivalent award substituted, by the successor corporation. If a participant experiences a qualifying termination (termination by the Company without cause or termination by the participant for good reason) within 12 months following a change in control of the Company, then the unvested stock options will automatically vest in full. Notwithstanding, if the successor corporation refuses to assume or substitute the award, then the CPCC shall provide for the cancellation of the vested portion of any such award in exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration. Generally, a change in control occurs upon:•the merger or consolidation of the Company with or into another entity;•the sale, transfer or other disposition of all or substantially all the Company’s assets;•a change in composition of 50% or more of the Board; or•any transaction as a result of which any person is the “beneficial owner” of securities of the Company representing at least 30% of the total voting power of the Company’s outstanding voting securities.The closing price of Common Stock as of the end of fiscal year 20222023 was lower than the exercise prices of the unvested stock options that would immediately vest and be exercisable if the NEOs experienced a qualifying termination within 12 months following a change in control of the Company. Therefore, no amounts are included in the table.RSUs•Death or DisabilityThe RSU agreements under the 2010 and 2019 EIPsEIP generally provide that if a participant’s employment is terminated by reason of death or disability, all unvested RSUs will immediately vest, with the exception of the one-time RSU grant made on March 9, 2020 to Alexis DePree, the RSU grant made on August 27, 2020 to Michael Maher and theone-time RSU grants made on May 26, 2022June 2, 2023 to Michael MaherCathy Smith and Alexis DePree.Jason Morris. These one-timeone-time RSU grants provide that if employment is terminated by reason of death or disability, a prorated number of the RSUs will immediately vest based on the number of full months employed.612023 Proxy StatementCOMPENSATION OF EXECUTIVE OFFICERSMichael Maher,Cathy Smith and Jason Morris include the prorated values, as of the end of fiscal year 2023, of unvested RSUs that would immediately vest, and the amounts in the table for Kenneth Worzel and Alexis Depree include the values, as of the end of fiscal year 2022,2023, of unvested RSUs that would immediately vest.If, during the term of any outstanding grant, the participant engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then any unvested RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.•Retirement or Termination withoutWithout CauseThe RSU agreements for annual grants under the 2010 and 2019 EIPsEIP generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, RSUs granted more than six months prior to termination will continue to vest. Kenneth Worzel qualifieshas unvested RSUs from his annual grants that qualify for this continued vesting as of the end of fiscal year 20222023, as he has reached the minimum retirement age of 55 with at least 10 years of service.The amounts in the table for Kenneth Worzel include the values, as of the end of fiscal year 2022,2023, of unvested RSUs forfrom his annual grants that would continue to vest after termination.If, during the term of any outstanding grant, the participant engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then any unvested RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.•Qualifying Termination Following a Change in ControlRSU grants under the 2010 and 2019 EIPsEIP do not provide for any payment or accelerated benefit upon a change in control. In the event of a change of control, outstanding awards shall continue in effect or be assumed, or an equivalent award substituted, by the successor corporation. If a participant experiences a qualifying termination (termination by the Company without cause or termination by the participant for good reason) within 12 months following a change in control of the Company, then the unvested RSUs will automatically vest in full. Notwithstanding, if the successor corporation refuses to assume or substitute the award, then the CPCC shall provide for the cancellation of the vested portion of any such award in exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration. See the Change in Control paragraph under Stock Options on page 6261 for information about when a change in control occurs.The amounts in the table include the values, as of the end of fiscal year 2022,2023, of unvested RSUs that would vest if Michael Maher,Cathy Smith, Jason Morris and Kenneth Worzel and Alexis Depree experienced a qualifying termination within 12 months following a change in control of the Company.PSUs•2024 Proxy Statement 62 PSUs•Death or DisabilityThe 2022 PSU agreementagreements under the 2019 EIP providesprovide that if a participant’s employment is terminated before the end of a performance cycle by reason of death or disability, the participant, or participant’s beneficiary, will be entitled to a prorated payment,payout, based on target performance and the number of full months employed during the performance cycle.The amounts in the table for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel and Alexis DePree include the values of the prorated 2022 PSUs at a payout of 100% (target) based on termination on the last day of fiscal year 2022.If, during the term of any outstanding grant, the participant engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then any unvested PSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.•Retirement or Termination withoutWithout CauseThe 2022 PSU agreementagreements under the 2019 EIP providesprovide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated before the end of the performance cycle by reason of retirement or termination without cause, the participant will be entitled to a prorated payment, based on the number of full months employed during the performance cycle,payout with respect to any performance share unitsPSU award granted more than six months prior to termination that were earned during the performance cycle. Erik Nordstrom, Peter Nordstrom and Kenneth Worzel qualify for this prorated paymenttreatment upon retirement as of the end of the fiscal year, as they have reached the minimum retirement age of 55 with at least 10 years of service.The amounts in the table for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel include the values of the prorated number of PSUs at a 75% payout that would have been earned if the end of the performance cyclecycles for their grants and retirement dates had both occurred on the last day of fiscal year 2022.If, during the term of any outstanding grant, the participant engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then any unvested PSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.2023 Proxy Statement62COMPENSATION OF EXECUTIVE OFFICERSThe PSU grants under the 2019 EIP do not provide for any payment or accelerated benefit upon a change in control. In the event of a change of control, outstanding awards shall continue in effect or be assumed, or an equivalent award substituted, by the successor corporation. If a participant experiences a qualifying termination (termination by the Company without cause or termination by the participant for good reason) within 12 months following a change in control of the Company, then the unvested PSUs will vest in full based on the CPCC’s assessment of performance through the date of the qualifying termination, or if such performance is indeterminable at that time, at the 100% “target” level of performance. Notwithstanding, if the successor corporation refuses to assume or substitute the award, then the CPCC shall provide for the cancellation of the vested portion of any such award in exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration.See the Change in Control paragraph under Stock Options on page 6261 for information about when a change in control occurs.If the performance cyclecycles for the PSU grants had ended as of the close of fiscal year 2022,2023, 75% of the outstanding 2022 PSUs would have been earned. The amounts in the table for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel and Alexis DePree include the values of unvested PSUs at a 75% payout that would vest if they experienced a qualifying termination within 12 months following a change in control of the Company.(b) Vested SERP BenefitThe annual SERP benefit is paid upon retirement for the remaining life of the executive, with a 50% survivor annuity paid to the surviving spouse or life partner for the remainder of their life after the executive’s death, as described in the Pension Benefits section beginning on page 5756..•DeathThe amounts shown are the present values of the 50% survivor annuity, payable in equal installments to the spouse or life partner of the executive, and would continue for the remaining lifetime of the spouse or life partner.•DisabilityThe amounts shown for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are the present values of their SERP benefits, as they have met the minimum age of 58 with at least 10 years of service and would be eligible for their full retirement benefits under the SERP. The amounts payable would be paid in equal installments on the Company’s regular payroll dates, assuming the payments would begin as of the last day of fiscal year 2022.•63 2024 Proxy Statement •Retirement or Termination withoutWithout CauseThe amounts shown for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are the present values of their SERP benefits, as they have met the minimum age of 58 with at least 10 years of service and would be eligible for their full retirement benefits under the SERP. The amounts payable would be paid in equal installments on the Company’s regular payroll dates, assuming the payments would begin as of the last day of fiscal year 2022.•Qualifying Termination Following a Change in ControlNo benefits are paid solely due to a change in control, although a change in control triggers immediate vesting and an obligation for the Company to fully fund accrued benefits through a trust. If an executive was separated from the Company after a change in control, a deferred annuity would be payable upon the executive reaching retirement age, or the executive’s actual age, if older.The amounts shown for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are the present values of their SERP benefits, as they have met the minimum age of 58 with at least 10 years of service and would be eligible for their full retirement benefits under the SERP. The amounts payable would be paid in equal installments on the Company’s regular payroll dates, assuming the payments would begin as of the last day of fiscal year 2022.The CPCC has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.(c) Life Insurance ProceedsThe Company provides life insurance for the NEOs of approximately 2two times their annual base salary. The amounts reported in the table represent the life insurance proceeds that would be payable if Erik Nordstrom, Michael Maher,Cathy Smith, Jason Morris, Peter Nordstrom and Kenneth Worzel or Alexis DePree had died as of the last day of the fiscal year. The premiums paid for the Company-providedCompany-provided life insurance are included in column (b) in the All Other Compensation in Fiscal Year 20222023 table on page 5250..(d) Retiree Health Care BenefitThe Company provides continued health care coverage for the eligible NEOs if they separate from the Company after age 55 with at least 10 profit sharing years of service. These benefits include medical, behavioral health/substance abuse, vision, prescription drug and dental coverage. The eligible NEOs and their spouses or registered domestic partners and eligible dependents would be covered under the retiree health plan, and the executive and the Company would continue to share in the cost of the insurance premium. Coverage and cost sharing would continue for the surviving spouse or registered domestic partner and eligible dependents after the executive’s death. Effective November 1, 2013, the retiree health plan was closed to new entrants.632023 Proxy StatementCOMPENSATION OF EXECUTIVE OFFICERS4.95%5.30% and the PRI2012 White Collar, Fully Generational Mortality Table with projection scale MP2021.An executive who is terminated for cause, as determined by the Company in the exercise of its discretion in accordance with the Plan, is not eligible to receive the retiree health care benefit.(e) Separation BenefitUnder the Nordstrom, Inc. Executive Severance Plan, Michael Maher,Cathy Smith, Jason Morris and Kenneth Worzel and Alexis DePree are eligible to receive benefits upon involuntary termination of employment by the Company, not for cause. To be eligible to participate in the Plan upon involuntary termination, the eligible NEO must have signed a non-competitionnon-competition and non-solicitationnon-solicitation agreement. Prior to his appointment to Interim Chief Financial Officer and Chief Accounting Officer on December 5, 2022, Michael Maher was eligible, and remains eligible, for the Nordstrom, Inc. Executive Severance Plan, subject only to a non-solicitation agreement.Erik Nordstrom and Peter Nordstrom are not eligible under the Plan. The benefits for eligible and participating employees include:•lump sum cash payment for severance: 18 or 24 months of base salary for Executive Officers, depending on their roles. This is reduced by an amount equal to the participant’s gross monthly SERP benefit multiplied by the number of months used to calculate the severance payment, if applicable;•lump sum cash payment for health coverage: the cost of the Company-paidCompany-paid portion of the employee’s currently elected health coverage for 12 months, unless the employee is eligible for the retiree health care benefit, as described in footnote (d), “Retiree Health Care Benefit”; and•six months of outplacement services.Kenneth Worzel’s estimated separation payment shown on the following table is reduced by an amount equal to his estimated gross monthly SERP benefit multiplied by the number of months used to calculate his separation payment. No amount is included for the Company-paidCompany-paid portion of medical benefits, as he qualifies for retiree health care benefits.No amount is included for the Company-paid portion of medical benefits for Cathy Smith, as she was not participating in the Company’s medical benefit plans during the fiscal year.To be eligible to receive any benefits under the Nordstrom, Inc. Executive Severance Plan, the NEO must sign a release in which the executive agrees, among other things, not to disclose to anyone at any time any confidential information acquired during employment with the Company, and not to publish any statement, or instigate, assist or participate in the making or publication of any statement, which is disparaging or detrimental in any way to the Company, except in each case as required by applicable law.2024 Proxy Statement 64 The potential separation benefits for the NEOs are shown in the following table, with the exception of Anne Bramman and Edmond MesrobianMichael Maher, who separated prior to the end of the fiscal year and for whom actual benefits received are shown. Anne Bramman received no separation benefits upon her separation on December 2, 2022. In connection with his separation on October 14, 2022, Edmond Mesrobian received a lump sum cash severance payment equal to 24 months of base salary, in accordance with the terms for involuntary separation without cause under the Nordstrom, Inc. Executive Severance Plan; he received no lump sum cash payment for health coverage as he was not participating in the Company’s medical benefit plans, and he did not choose to utilize outplacement services.
Payment
($)
Portion of
Medical Benefits
($)
Outplacement
Services
($)
Benefit
($) Name Separation
Payment
($)Company-Paid
Portion of
Medical Benefits
($)Cost of
Outplacement
Services
($)Total Separation
Benefit
($)Erik B. Nordstrom — — — — Cathy R. Smith 1,750,000 — 5,500 1,755,500 Jason Morris 1,660,000 17,776 5,500 1,683,276 Peter E. Nordstrom — — — — Kenneth J. Worzel 936,816 — 5,500 942,316 Michael W. Maher — — — — (f) Disability Insurance BenefitThe Company provides long-termlong-term disability insurance for the NEOs. The amount reported in the table for each NEO is the long-termlong-term disability benefit provided of up to $35,000 per month. The premiums for the Company-providedCompany-provided disability insurance are included in column (b) in the All Other Compensation in Fiscal Year 20222023 table on page 5250..(g) Executive Management BonusThe performance period under the EMBP is the fiscal year. Therefore, a termination event that occurred on the last day of the fiscal year would not result in any additional or accelerated benefits under this Plan. However, if an employee died, became disabled or retired (after having met certain age and years of service requirements) during the fiscal year, the CPCC would have the sole discretion to determine what amounts, if any, an executive would remain eligible to receive as a performance-basedperformance-based bonus award. Any bonus award would be prorated to reflect the period of service during the fiscal year.Pay Ratio DisclosureSEC rules require that U.S. publicly traded companies disclose the ratio of their PEO’s compensation to that of their median employee. Our PEO is our CEO, Erik Nordstrom.For fiscal year 2022:•the annual total compensation of Erik Nordstrom was $3,470,982;4,540,362; and•the estimated median of the annual total compensation of all employees of our Company, other than Erik Nordstrom, was $32,185.Based on this information, for 20222023 the ratio of the annual total compensation of Erik Nordstrom, our Chief Executive Officer and PEO, to the median of the annual compensation of all employees was 108127 to 1. In fiscal year 2021, we previously reported Erik Nordstrom’s annual total compensation as $5,753,133 resulting in a pay ratio of 217 to 1. As discussed on page 49 in footnote (f) to the Summary Compensation Table, the negative change in pension value previously reported in fiscal year 2021 for Erik Nordstrom, reflecting a decrease of $692,013, was erroneously included in the table in fiscal year 2021. After taking into account this correction, the pay ratio for fiscal year 2021 is 243 to 1.The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.To identify the median employee, we used the total compensation as reported on the 2022 W-22023 W-2 for all of our U.S. employees, excluding our PEO, and the Canadian equivalent T4 for all of our Canadian employees, who were employed by us on January 28, 2023,February 3, 2024, the last day of our fiscal year. We included full-time, part-time,full-time, part-time, seasonal and temporary employees and did not annualize the compensation for our permanent full-timefull-time and part-timepart-time employees who were not employed with us for the entire fiscal year. We applied a Canadian to U.S. dollar exchange rate to the compensation elements paid in Canadian currency. Similar to other large retail companies, a significant portion of our workforce is employed on a part-timepart-time and seasonal basis. As of the end of fiscal year 2022,2023, approximately 31,00028,000 of our 60,00054,000 employees – or 52%51% of our workforce – were either part-timepart-time or seasonal.After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our NEOs as shown in the 20222023 Summary Compensation Table on page 5048..6520232024 Proxy Statement66 We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid for non-CEOnon-CEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K.S-K. Footnote (d) sets forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table.The following table sets forth additional compensation information for our CEO and our non-CEOnon-CEO NEOs, along with total shareholder return, net earnings and Incentive Adjusted EBIT performance results for fiscal years 2020, 2021, 2022 and 2022:
Compensation
Table Total for
CEO ($)
Actually Paid to
CEO ($) (b, c, d)
Summary
Compensation
Table Total for
non-CEO NEOs
($)
Compensation
Actually Paid to
non-CEO NEOs
($) (b, c, d)
Shareholder
Return ($)
(e)
Total
Shareholder
Return ($)
(e)
Earnings
($M)
Adjusted
EBIT ($M) (f)Value of Initial Fixed $100 Investment Based On: Year (a) Summary Compensation Table Total for CEO ($) Compensation Actually Paid to CEO ($) (b, c, d) Average Summary Compensation Table Total for non-CEO NEOs ($) Average Compensation Actually Paid to non-CEO NEOs ($) (b, c, d) Total Shareholder Return ($) (e) Peer Group Total Shareholder Return ($) (e) Net
Earnings ($M) Incentive Adjusted EBIT ($M) (f) 2023 4,540,362 4,016,290 4,879,134 4,514,112 54 174 134 718 2022 3,470,982 2,237,191 3,078,195 1,264,807 53 124 245 524 2021 6,445,146 820,766 5,165,440 (534,350) 61 150 178 666 2020 5,647,670 7,598,410 5,122,901 7,722,084 98 141 (690) (1,047) (a) NEOs included in the compensation columns reflect the following:Year 20222022 Erik B. Nordstrom Michael W. Maher, Peter E. Nordstrom, Kenneth J. Worzel, Alexis DePree, Anne L. Bramman, Edmond Mesrobian (b) Fair value or change in fair valueCompensation Actually Paid (“CAP”) was calculated by beginning with the total amount reported in the Summary Compensation Table (“SCT”)for the applicable year, (i) subtracting the grant date fair value of stock awards reported in the Stock Awards column of the SCT (“Stock Awards”), (ii) subtracting the grant date fair value of option awards reported in the Option Awards column of the SCT (“Option Awards”), (iii) subtracting the actuarial present value of the accumulated benefit under defined benefit plans reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the SCT (“Change in Pension Value”), (iv) adding the change in fair value of stock and option awards for the applicable year and (v) adding the service cost and prior service cost for all defined benefit plans for the applicable year.Fair value amounts were computed in a manner consistent with the fair value methodology used to account for stock-basedstock-based compensation in accordance with ASC 718 and for PSUs, adjusted based on the probable achievement at each measurement date. The fair value amounts were calculated using our stock price on the last day of each fiscal year or the date of vesting, as applicable. The service cost and prior service cost for defined benefit plans were calculated using the same methodology as used for our financial statements under GAAP.(c) Year-end stock priceFor the portion of CAP that is based on year-endyear-end stock prices, the following prices were used for 2023: $18.12 (2% decrease change from prior year), for 2022: $18.42 (16% decrease change from prior year), for 2021: $21.85 (38% decrease change from prior year), and for 2020: $35.45 (4% decrease change from prior year).(d) Compensation Actually Paid to CEO and non-CEO NEOsCAP for the CEO and non-CEOnon-CEO NEOs reflects the adjustments from Total Compensation for each respective year reported in the SCT, as shown on the following table. Total Adjustments are calculated using un-roundedun-rounded numbers and then rounded to the nearest dollar.PAY VERSUS PERFORMANCE DISCLOSURECEO 2020 2021 2022 2023 SCT Total ($) 5,647,670 6,445,146 3,470,982 4,540,362 - Value of stock awards and option awards reported in SCT 4,247,586 3,699,999 2,654,734 2,654,747 - Change in pension value and Nonqualified Deferred Compensation reported in SCT 1,010,681 — — — + Year-end value of awards granted in fiscal year that are unvested and outstanding 7,132,586 1,429,354 1,485,367 2,071,443 + Change in fair value of prior year awards that are unvested and outstanding 155,911 (3,800,744) (76,644) (117,362) + Fair market value of awards granted this year and that vested this year — — 9,883 10,955 + Change in fair value (from prior year end) of prior year awards that vested this year (372,946) 139,177 (215,375) (6,403) - Prior year fair value of prior year awards that failed to vest this year — — — — + Service and prior service cost for pension plans 293,457 307,833 217,712 172,042 = Total Adjustments 1,950,740 (5,624,380) (1,233,791) (524,072) CAP ($) 7,598,410 820,766 2,237,191 4,016,290 Non-CEO NEO 2020 2021 2022 2023 Average SCT ($) 5,122,901 5,165,440 3,078,195 4,879,134 - Average value of stock awards and option awards reported in SCT 3,999,378 2,657,792 2,071,922 3,151,935 - Average change in pension value and Nonqualified Deferred Compensation reported in SCT 480,022 347,475 — 93,105 + Average year-end value of awards granted in fiscal year that are unvested and outstanding 6,928,154 1,298,263 855,524 3,046,547 + Average change in fair value of prior year awards that are unvested and outstanding 296,961 (4,256,482) (121,002) (26,192) + Average fair market value of awards granted this year and that vested this year 12,197 8,747 3,038 4,038 + Average change in fair value (from prior year end) of prior year awards that vested this year (355,907) 46,199 (47,797) 582 - Average prior year fair value of prior year awards that failed to vest this year — — 553,875 258,250 + Average service and prior service cost for pension plans 197,178 208,750 122,646 113,293 = Total Adjustments 2,599,184 (5,699,789) (1,813,389) (365,021) Average CAP ($) 7,722,084 (534,350) 1,264,807 4,514,112 (e) TSR and Peer Group TSRPeer Group TSR reflects the S&P Retail Index as reflected in our 2023 Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-KS-K for the fiscal year ended January 28, 2023.February 3, 2024. Each year of TSR and Peer Group TSR reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on February 1, 2020.(f) Company-Selected MeasureAs discussed in the Compensation Discussion & Analysis on page 4437, the NEO’sNEOs’ bonus opportunity for 20222023 was based 100%weighted heavily on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold.threshold, at 100% weighting for Erik and Peter Nordstrom and 75% weighting for all other NEOs.6720232024 Proxy Statement68 Pay Versus Performance Descriptive Disclosure We believe the CAP in each of the years reported over the three-yearthree-year cumulative period are reflective of the CPCC’s emphasis on “pay-for-performance”“pay-for-performance” as the CAP fluctuated year over year, primarily due to stock performance and our varying levels of achievement against pre-establishedpre-established performance goals under our EMBPand PSUs.The relationship between CAP, TSR and Peer Group TSR is shown below.
The relationship between CAP and Net Earnings is shown below.
The relationship between CAP and Incentive Adjusted EBIT is shown below.
Table of Measures Most Important to Last Fiscal Year The following table lists our most important performance measures used to link CAP for our NEOs to companyCompany performance in 2022.2023. Incentive Adjusted ROIC is used to determine bonus payouts for each of the NEOs as described on page 4243 and cumulative sales and EBIT margin % are used to determine 20222023 PSU payouts for the NEOs as described on page 4245.Most important performance measures for 20222023 20222023 - 20242025 marginMargin % for 20222023 - 20242025 6920232024 Proxy Statement70 PROPOSAL 3: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION PROPOSAL 3: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATIONThe Board recommends a vote FOR this proposal.The Board recommends a vote “FOR” this proposal. The Company is providing shareholders with an advisory (nonbinding) vote on the compensation program of our NEOs as disclosed in this Proxy Statement.At the 20172023 Annual Meeting of Shareholders, over 95%85% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis. At the 20222023 Annual Meeting of Shareholders, over 90%92% of the votes cast were supportive of our compensation program.In light of this support of the compensation program for our NEOs, the CPCC continues to apply the same pay and benefits philosophy which underlies our pay-for-performancepay-for-performance philosophy.Compensation Program HighlightsAs described in the CD&A beginning on page 3937, our NEOs are rewarded when defined performance milestones are achieved and when value is created for our shareholders. Our CPCC and Board believe that our compensation program is effective in implementing our executive compensation philosophy and establishing a solid link between compensation and shareholder interests. Highlights of our compensation program include the following:•We deliver the majority of compensation through a pay-for-performancepay-for-performance framework where incentives are based on achieving results. At least 70%72% of the value of the targeted compensation package for each of our NEOs is weighted toward pay-for-performancepay-for-performance and variable compensation to reinforce our philosophy of compensating our executives when they and the Company are successful in ways that support shareholder interests.•Each year, the CPCC establishes the performance-basedperformance-based bonus measures that focus executives on the most important Company objectives. In 2022,2023, the CPCC maintained the same financial performance measures and weighting of Incentive Adjusted EBIT, which emphasizes the importance of earnings and its role in driving shareholder value, and Incentive Adjusted ROIC, which ensures our overall performance aligns directly with shareholder returns over the long term. For additional detail on our performance-basedperformance-based annual bonus program, see page 4342..•While the CPCC considers the 50th percentile (median) of our peer group as a reference, there is no specific percentage of target total direct compensation targeted by the CPCC other than to remain generally competitive with similarly situated peer companies. Target opportunities for individual pay elements vary by executive role based on scope of responsibilities and expected contributions.•We maintain meaningful executive stock ownership guidelines so that our executives’ interests, as shareholders, are aligned with our broader shareholder base.•We have an executive compensation clawback policya Clawback Policy that applies to performance-basedperformance-based compensation. compensation.•The CPCC has retained and directs an independent compensation consultant.•We do not have employment agreements with our executives.•We do not provide tax gross-ups, except those related to relocation expenses when an executive must move to assume Company responsibilities.•We do not allow stock option grant repricing or backdating, nor do we grant options below 100% of fair market value.•We have a derivative and hedging policy that prohibits Directors and Executive Officers (as well as other key insiders and their immediate families) from engaging in hedging transactions with respect to any equity securities of the Company held by them.•We have restrictions on pledging of Common Stock.Shareholder SupportWe are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement.This proposal gives our shareholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the 20232024 Annual Meeting: “RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the Company’s NEOs, as disclosed in the CD&A, the compensation tables and the related narrative disclosure in this Proxy Statement.”Our Board has adopted a policy of annual executive compensation advisory votes. As an advisory vote, this proposal is not binding on the Company. However, our CPCC and Board value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding the Company’s NEOs.2023 Proxy Statement70PROPOSAL 4: ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATIONThe Board recommends a vote for “1 YEAR” for this proposal.In addition to providing shareholders with the opportunity to cast an advisory vote on executive compensation, we are providing shareholders with an advisory vote on how frequently we should seek an advisory vote on the compensation of our NEOs.By voting on this Proposal 4, shareholders may indicate whether they would prefer an advisory vote on NEO compensation once every1,2, or 3 years.The Board has determined that holding an advisory vote on executive compensation every year is the most appropriate policy for the Company at this time, and recommends that shareholders vote for future advisory votes on executive compensation to occur every year. Many elements of our executive compensation program are reviewed and determined annually, including base salary, performance-based cash awards under the Company’s EMBP, and long-term incentive grants under the 2019 EIP. Holding an annual advisory vote on executive compensation would more closely coincide with these decisions, promote corporate transparency and shareholder awareness of the Company’s compensation policies and practices and also provides the Company with more direct and immediate feedback on our compensation disclosures and practices.Shareholders will be able to specify one of four choices for this proposal on the proxy card: 1 year, 2 years, 3 years, or abstain. Shareholders are not being asked to approve or disapprove the Board’s recommendation, but rather to indicate their own choice from among the frequency options. The option of 1 year, 2 years or 3 years that receives the highest number of votes cast by shareholders will be the frequency for future advisory votes on executive compensation that has been selected by shareholders. Because this vote is advisory, it is not binding on the Board or the Company. However, the Board values the opinions of our shareholders and will consider the outcome of the vote when setting the frequency of future advisory votes on executive compensation.712023 Proxy StatementPROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLANThe Board recommends a vote FOR this proposal.Shareholders are being asked to vote on a proposal to approve the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan (the “Plan”). The Company has granted equity awards to its employees and directors under Nordstrom equity compensation plans since 1977 as part of a long-held approach to pay for performance. All of the Company’s prior plans have expired or were terminated when the shareholders approved the Plan at the 2019 Annual Meeting of Shareholders. The Plan was subsequently amended at the 2020 Annual Meeting of Shareholders to increase the reserves for issuance by the Company by 15,000,000shares to 24,500,000shares (the “Prior Approval”).As we move forward, we believe it is important the Company have the ability to use stock-based compensation to attract and retain key talent, provide employees with a stake in the Company’s success, and align our team with long-term shareholder outcomes.Absent shareholder approval, as a result of the volatility of the price of the Company’s Common Stock, the number of shares remaining available for grant under the Plan may become insufficient to meet the Company’s anticipated needs in 2024 – both with respect to its annual compensatory awards, as well as any potential need to address employee retention concerns. Accordingly, the Compensation, People and Culture Committee (the “Committee”) of the Company’s Board approved on February 28, 2023 an additional 15,000,000shares for issuance under the Plan, subject to shareholder approval. Therefore, we are asking the Company’s shareholders to approve this amendment to the Plan to increase the reserves for issuance by 15,000,000shares, which we expect to last 2-3 years. In addition, we have amended the Plan, among other things, to add a limit of $750,000 to non-employee Director compensation that can be granted during the fiscal year (including cash and stock).Equity compensation is also fundamental to our compensation philosophy and core objectives of paying for performance and aligning the interests of employees with those of shareholders. We believe that equity awards, and the potential they hold for appreciation through an increase in our stock price, support our pay-for-performance philosophy, provide further incentive to our employees to focus on creating long-term shareholder value and create an ownership culture that links employees’ interests with those of our shareholders and our long-term results, performance, and financial condition.The highlights of the Plan, as amended for this share request, are set forth below. Specifically, the Plan:•reserves for issuance by the Company of 39,500,000shares, representing the 24,500,000shares available after the Prior Approval plus the 15,000,000shares added as a result of the amendment to the Plan;•requires each share issued as part of a full-value award, such as a grant of unrestricted shares, restricted shares, restricted stock units or performance share units, and dividend equivalents to count as 1.6shares for purposes of determining shares remaining available for grant;•prohibits liberal share recycling as shares not issued as a result of the net settlement of an outstanding stock appreciation right or stock option; shares used to pay the exercise price or withholding taxes related to an outstanding award; or shares repurchased on the open market with the proceeds of a stock option exercise price will not be returned to the 2019 Plan;•provides for “double trigger” rather than “single trigger” accelerated vesting, meaning awards will be accelerated as the result of a change in control where the participant’s employment is involuntarily terminated without cause or the participant terminates for “good reason” within 12 months following a change of control and with respect to performance-based awards allowing for acceleration of vesting at target if actual performance cannot be determined upon a qualifying termination;•establishes one year as the minimum period for vesting of all awards, provided that the Committee may grant awards that vest in less than one year if the total number of such shares does not exceed 5% of the available shares authorized for issuance under the 2019 Plan;•prohibits the issuance of dividends or dividend equivalents on stock options and stock appreciation rights and prohibit delivery of dividends or dividend equivalents on all other types of awards unless such awards are earned and vested;•prohibits the repricing of stock options or stock appreciation rights without shareholder approval;•subjects all awards to the Company’s clawback policy as described on page 46; and•prohibits the transfer of awards, except in the context of death or as otherwise required by law, or as approved by the Committee.As of the Record Date, the Company had available for issuance 9,762,653shares under the Plan. In addition, the Plan permits the Company to issue shares if they are forfeited under awards previously issued under the Company’s prior (and now terminated) 2010 Equity Incentive Plan.2023 Proxy Statement72PROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLANThe following table shows information regarding outstanding options and full-value awards as of April10, 2023 under the 2010 Equity Incentive Plan and the Plan.
Exercise Price
($)
Years of Contractual Life
(#)
Awards
(#)* * Includes restricted stock units and performance share units granted at maximum. Each outstanding full value award reduces the shares available for grant under the 2019 Equity Incentive Plan by 1.6shares.Summary of Plan TermsThe following is a summary of the Plan, a complete copy of which has been filed with the SEC as Appendix B to this Proxy Statement and is also available on the SEC’s website at www.sec.gov. This summary is qualified in its entirety by the actual terms of the Plan, which are incorporated herein by this reference.ParticipantsEligible participants include the Company’s and its subsidiaries’:•employees; and•non-employee directors.The Plan is broad enough to cover all of the Company’s and its subsidiaries’ full- or part-time employees and non-employee directors, consisting of approximately 60,000 people as of the Record Date. The Company currently grants equity to approximately 615 eligible employees and its non-employee directors.PurposeThe purpose of the Plan is to promote the long-term success of the Company and its subsidiaries and the creation of shareholder value by:•motivating participants to focus on the Company’s critical long-range objectives;•encouraging the attraction and retention of employees and non-employee directors; and•aligning participant and shareholder interests through stock ownership.AdministrationThe Committee administers the Plan, except that it may also appoint a secondary Board committee or one or more senior executive officers to administer the Plan with respect to employees who are not considered executive officers under Section 16 of the Exchange Act. The Committee may delegate certain day-to-day administrative duties under the Plan to the Company’s Compensation Department (or similar department).AwardsThe types of awards that may be made under the Plan are:•options to purchase shares of Common Stock;•stock appreciation rights;•unrestricted shares of Common Stock;•restricted shares of Common Stock;•restricted stock units; and•performance share units.Share Limits and Vesting RequirementsAs originally approved, the limit on the number of shares of Common Stock that may be delivered under the Plan through the issuance of any type of award could not exceed (i) 24,500,000 plus (ii) any shares currently underlying awards outstanding under the 2010 Equity Incentive Plan and 2004 Equity Incentive Plan but which are forfeited or which expire without exercise during the term of the Plan. If approved by the shareholders, this amendment to the Plan will authorize an additional 15,000,000 for issuance under the Plan.732023 Proxy StatementPROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLANThe maximum number of shares that are available for grant under the Plan are subject to reduction by 1.6shares for each share that is delivered in settlement of an award of unrestricted shares, restricted shares, restricted stock units, performance share units, dividends and dividend equivalents. When a share is delivered in settlement of one of the foregoing types of awards, the maximum is reduced by 1.6shares and when a share is delivered in settlement of an option or stock appreciation right, the maximum is reduced by one share.All awards granted under the Plan shall vest no earlier than the first anniversary of the date of grant provided that up to 5% of the authorized shares under the Plan (including all unrestricted shares of Common Stock) may be granted without this limit.The Plan also sets forth a limit of $750,000 on non-employee Director compensation that can be granted during any fiscal year (including cash and stock).OptionsOptions may be incentive stock options that qualify for favorable tax treatment for the optionee under Section 422 of the IRC or nonqualified stock options not designed to qualify for favorable tax treatment. Incentive stock options may only be granted to employees. Each option agreement will specify the type of option and the date or event when all or any installment of the option is to become exercisable. The Company has historically granted nonqualified options with a four-year vesting period. The option agreement will also specify the term of the option, provided, however, that the term of an option will in no event exceed 10 years from the date of grant. An option agreement may provide for accelerated exercisability in the event of the optionee’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service.The exercise price of an option may not be less than 100% of the fair market value of Common Stock on the date of grant. Options may not be repriced.At the Committee’s discretion, the exercise price of an option may be paid with:•cash;•cash equivalents;•the delivery of outstanding shares of Common Stock;•the cashless exercise method through a broker;•a net exercise method through a broker; or•a combination of these methods.No dividend or dividend equivalent rights shall accrue or be paid with respect to options.Stock Appreciation RightsStock appreciation rights may be granted with such terms and conditions as may be determined by the Committee provided, however, that the term of a stock appreciation right may not exceed 10 years from the date of grant. Each grant will be evidenced by a stock appreciation rights agreement, which will specify the number of shares of Common Stock to which the right pertains. The agreement will also specify the exercise price, the date when all or any installment is to become exercisable and the term of the stock appreciation right. The agreement may provide for accelerated exercisability in the event of the optionee’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service. Stock appreciation rights may be awarded in combination with options, and such an award may provide that the stock appreciation rights will not be exercisable unless the related options are forfeited.At the Committee’s discretion, upon exercise of a stock appreciation right, the participant (or person having the right to exercise the right after his or her death) will receive:•cash;•shares of Common Stock; or•any combination of both.The exercise price of a stock appreciation right may not be less than 100% of the fair market value of Common Stock on the date of grant. Stock appreciation rights may not be repriced.No dividend or dividend equivalent rights shall accrue or be paid with respect to stock appreciation rights.Unrestricted SharesShares not subject to vesting may be awarded for such consideration, consisting of any tangible or intangible property or benefit to the Company, including services performed and contracts for services, as the Committee may determine.2023 Proxy Statement74PROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLAN71 Restricted Shares2024 Proxy StatementRestricted shares may be granted with such terms and conditions as the Committee may determine. These restricted shares may be awarded for such consideration, consisting of any tangible or property or benefit to the Company, including services performed and contracts for services, as the Committee may determine.Each award of restricted shares will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the restricted share agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company equal or exceed a target determined in advance by the Committee. A restricted share agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the recipient’s service.The holders of restricted shares will have the voting, dividend and other rights as set forth in their restricted share agreement, and may have the same voting, dividend or other rights as the Company’s other shareholders provided that any dividends accrued on restricted shares shall be held in escrow by the Company and shall only be paid if and when restricted shares vest, in cash or in shares of unrestricted Common Stock having a fair market value equal to the amount of such dividends. Common Stock distributed to the holder of restricted shares on account of a stock split or stock dividend will be subject to restrictions and risk of forfeiture to the same extent as the restricted shares with respect to which such Common Stock has been distributed.Restricted Stock UnitsRestricted stock units may be granted with such terms and conditions as the Committee may determine. Each award of restricted stock units will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the restricted stock unit agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company exceed a target determined in advance by the Committee. A restricted stock unit agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the recipient’s service.The holders of restricted stock units will not have voting or dividend rights. Prior to settlement or forfeiture, any restricted stock unit may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right will entitle the holder to be paid an amount in cash or stock equal to the dividends that would have been paid if the restricted stock units had been issued and outstanding shares of Common Stock as of the record date for the payment of dividends, subject to applicable withholding taxes, if and when the restricted stock units vest.At the discretion of the Committee, settlement of vested units may be made in the form of:• cash;•shares of Common Stock (unrestricted or restricted shares); or•any combination of both.Performance Share UnitsPerformance share units may be granted with such terms and conditions as the Committee may determine. Performance share units are designated in shares of Common Stock.A holder of performance share units will have no rights to dividends and will not be entitled to vote such units. Prior to settlement or forfeiture, any performance share unit may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right will entitle the holder to receive, if and when the applicable performance share units vest, an amount in cash or stock equal to the dividends that would have been paid if the performance share units had been settled in shares of Common Stock on or before the record date for any dividends declared on the Company’s Common Stock, subject to applicable withholding taxes.At the discretion of the Committee, settlement of vested performance share units may be made in the form of:•Contentscash;•shares of Common Stock; or•any combination of both.752023 Proxy StatementPROPOSAL 5: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLANChange in ControlIn the event of a change of control, outstanding awards shall continue in effect or be assumed, or an equivalent award substituted, by the successor corporation. Under the Plan, the vesting and exercisability of the awards will accelerate, in whole or in part, upon a “qualifying termination” within 12 months following a change in control. A “qualifying termination” means an involuntary, employer-initiated termination without cause or a voluntary termination for good reason. Notwithstanding, if the successor corporation refuses to assume or substitute the award, then the CPCC shall provide for the cancellation of the vested portion of any such award in exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration.Federal Income Tax ConsequencesThe tax consequences of the Plan are complex, and the following discussion deals only with general tax principles applicable to the Plan under federal law.Incentive stock options are options which under certain circumstances and subject to certain tax restrictions, have special tax benefits for employees under the IRC. Nonqualified stock options are options which do not receive such special tax treatment.When the Committee grants an incentive stock option and when the participant exercises an incentive stock option and acquires Common Stock, the participant realizes no taxable income and the Company can claim no deduction. (However, the differences between the fair market value of the shares upon exercise and the exercise price is an item of tax preference subject to the possible application of the alternative minimum tax.) If the participant disposes of the stock before two years from grant or one year from exercise of the incentive stock option (a disqualifying disposition), any gain will be deemed compensation and taxed as ordinary income to the extent of the lesser of:•the spread between the option price and the fair market value of the stock at exercise; or•the difference between the sale price and the exercise price.If a disqualifying disposition occurs, the Company can claim a deduction equal to the amount treated as compensation. If one- and two-year holding periods are satisfied, any gain realized when the shares are sold will be treated as capital gain, and the Company will receive no corresponding tax deduction.When the Committee grants a nonqualified stock option, the participant realizes no taxable income and the Company can claim no deduction. On exercise of a nonqualified stock option, the participant realizes ordinary income to the extent of the spread and the Company can claim a tax deduction for the same amount.When the Committee grants a stock appreciation right, the participant realizes no taxable income and the Company can claim no deduction. The cash or fair market value of stock received on a stock appreciation right exercise is taxed to the participant at ordinary income rates. The Company can claim a tax deduction in the same amount at such time.Upon grant of unrestricted shares, the participant realizes ordinary income equal to the fair market value of the Common Stock on the date of grant and the Company can generally claim a tax deduction for the same amount.Grants of restricted shares are generally not taxable to participants at the time of grant and the Company generally claims no deduction at that time. The Company receives a deduction and the participant recognizes taxable income equal to the fair market value of the stock at the time the restrictions lapse (i.e., at the time the restricted shares vest), unless the participant elects, within thirty days of notification of the award, to recognize the income on the award date, in accordance with IRC Section 83(b) (an “83(b) election”). If the participant makes an 83(b) election, the Company receives a corresponding deduction at the time of grant. Any dividends received on restricted shares prior to the date the participant recognizes income on the stock are taxable compensation income when received and the Company is entitled to a corresponding tax deduction at such time.The grant of restricted stock units and performance share units generally does not result in taxable income to the participant. Upon vesting, the number of shares issued or cash paid is treated as ordinary income, and the Company is entitled to a corresponding tax deduction at such time.New Plan BenefitsThe Committee has full discretion to determine the number and amount of options, stock appreciation rights, unrestricted and restricted shares, and restricted share units and performance share units to be granted to participants. Therefore, the benefits and amounts that will be received by each of the NEOs, the executive officers as a group, non-employee directors and all other employees under the Plan are not presently determinable. The fair market value as of the close of trading on April10, 2023 was $16.64 per share.Term, Termination and AmendmentThe Plan will remain in effect until May 29, 2029, unless earlier terminated by the Board. The Board may, at any time and for any reason, amend the Plan. An amendment of the Plan will be subject to the approval of the Company’s shareholders to the extent required by applicable laws, regulations or rules.2023 Proxy Statement76PROPOSAL 6: APPROVAL OF THE NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLANThe Board recommends a vote FOR this proposal.At the Annual Meeting, Shareholders will be asked to approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan (the “Plan”). Shareholder approval of this amendment to the Plan will increase the maximum number of shares of Common Stock authorized for issuance under the Plan by 3,500,000shares.The Plan offers eligible employees the opportunity to acquire a stock ownership interest in the Company through periodic payroll deductions that are applied towards the purchase of Common Stock at a discount from the then-current market price.The Plan was originally adopted by the Board in November 1999 and was approved by our shareholders in May 2000. On several occasions since the original adoption of the Plan, the Board and the Compensation, People and Culture Committee (the “Committee”) have adopted and put before shareholders for approval amendments to the Plan. Those amendments have addressed changes in law applicable to the Plan and have also increased the number of shares of Common Stock which may be purchased under the Plan to a total of 16,100,000shares. As of April10, 2023, out of the authorization of 16,100,000shares, there were 1,871,175shares available for future purchase under the Plan. In February 2023, at the recommendation of the Committee, the Board approved the amendment and restatement (collectively, the “Amendment”) of the Plan which, if approved by the shareholders, will increase the aggregate number of shares of Common Stock that may be purchased under the Plan as of the Record Date by 3,500,000shares, to a total of 19,600,000 shares.The primary purpose of the Amendment is to ensure that Nordstrom will have a sufficient reserve of Common Stock available under the Plan to provide eligible employees of the Company and its participating subsidiaries with the continuing opportunity to acquire an ownership interest in the Company through participation in the Plan. The Board also approved other minor editorial amendments. These administrative changes do not require shareholder approval.The following is a summary of the principal features of the Plan. This summary is qualified in all respects by reference to the full text of the Plan, which has been filed with the SEC, in amended and restated form, as Appendix C to this Proxy Statement.Summary of the PlanShares of Common Stock are offered under the Plan through a series of consecutive offering periods, each with a maximum duration of six months. Offering periods commence each April 1 and October 1. Purchases occur on the last trading day of each March and September.With certain exceptions, any eligible employee of the Company or of a participating subsidiary on February 1 who remains an employee through April 1 may participate in the offering period commencing April 1, and any employee of the Company or a participating subsidiary on August 1 who remains an employee through October 1 may participate in the offering period commencing October 1. The price at which the employee may purchase the Common Stock is 90% of the closing price for the Common Stock as reported by the NYSE on the day the offering period terminates. An employee may elect to have up to 15% of his or her compensation withheld for the purpose of purchasing Common Stock under the Plan. As of the last day of each offering period, each participant is deemed to have been granted an option to purchase up to the lesser of (i) 1,000shares or (ii) that whole number of shares determined by dividing the amount of the participant’s compensation withheld during the offering period by 90% of the fair market value of the Common Stock as determined at the end of the offering period.Unless the participant elects to withdraw prior to the end of an offering period, each participant who continues to be employed as an employee by the Company or a participating subsidiary as of the end of an offering period is deemed to have exercised the option and purchased on such date the number of shares as may be purchased with the amount of his or her payroll deductions at the offering price (subject to the maximum number covered by his or her option). If employees subscribe to purchase more than the number of shares of Common Stock available during any offering, the available shares are allocated on a pro-rata basis to subscribing employees.The Board may at any time amend, suspend or terminate the Plan. However, except in connection with certain reorganizations or recapitalizations of the Company, any increase in the aggregate number of shares of Common Stock issuable under the Plan is subject to approval by a vote of the Shareholders. Moreover, the Plan will automatically terminate on the date on which all shares available for issuance thereunder are sold pursuant to exercised purchase rights.The Plan is administered by the Committee, which is authorized to make rules and guidelines regarding the administration and interpretation of the Plan and to determine which of the company’s subsidiaries’ employees of the Company may participate in the Plan. All costs and expenses incurred in plan administration are paid by the Company without charge to participants.772023 Proxy StatementPROPOSAL 6: APPROVAL OF THE NORDSTROM, INC. AMENDED & RESTATED EMPLOYEE STOCK PURCHASE PLANFederal Income Tax ConsequencesThe Plan is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the IRC, which provides that the employee does not have to pay federal income tax with respect to shares purchased under the Plan until he or she sells the shares.If the employee has owned the shares for more than one year and sells or otherwise disposes of them at least two years after the day the offering period commenced, the employee will recognize ordinary income in the year of sale or disposition equal to the lesser of (i) ten percent (10%) of the market price of the shares on the date the offering period commenced or (ii) the excess of the amount realized on the disposition over the price paid. Any additional gain upon the sale or disposition will be taxed as a long-term capital gain. The Company will not be entitled to an income tax deduction with respect to such sale or disposition.If an employee sells or otherwise disposes of the shares before he or she has owned them for more than one year or before the expiration of a two-year period commencing on the day the offering period commenced, that employee will recognize ordinary income in the year of sale or disposition equal to the difference between the purchase price and the fair market value of the shares on the date of purchase, and the Company will be entitled to an income tax deduction for the same amount for the taxable year in which such disposition occurs. Any additional gain or loss recognized on the sale or disposition of the stock will be short-term or long-term capital gain or loss, depending on how long the employee owned the stock.New Plan BenefitsParticipation in the Plan is entirely within the discretion of the eligible employees of the Company. As a result, the Company cannot forecast the extent of future participation. Therefore, the Company has omitted the tabular disclosure of the benefits or amounts allocated under the Plan.Recommendation of the BoardThe Board believes that it is in the best interests of the Company and its shareholders to approve the Plan in order to provide current and prospective employees of the Company and participating subsidiaries with the continuing opportunity to acquire equity interests in the Company through the Plan. Therefore, the Board believes that this Amendment to the Plan will advance the interests of the Company’s shareholders. Absent the approval of this Proposal 6, it is anticipated that the reserve of Common Stock available for purchase under the Plan may be exhausted as soon as 2024, depending on fluctuations in the Company’s stock price, which would, at that time, result in the termination of the Plan.2023 Proxy Statement78PROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025The Board recommends a vote FOR this proposal.The Board adopted the Rights Plan on September 19, 2022 to protect the interests of the Company and all shareholders from the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium. The Board believes that it is in the best interests of the Company and all shareholders to extend the Rights Plan until September 19, 2025, with the Board retaining the ability to terminate the Rights Plan prior to such date if warranted.While shareholder approval is not required to extend the Rights Plan, the Board is asking shareholders to approve this advisory vote on the extension of the Rights Plan as part of the Board’s commitment to good corporate governance and to ensure that shareholders have an opportunity to voice their feedback on this important matter. Although the outcome of this proposal is non-binding, the Board will carefully consider the outcome of this proposal in considering whether to extend the Rights Plan.Rationale for Extension of the Rights PlanOn September 19, 2022, the Board adopted a Shareholder Rights Agreement, by and between the Company and Computershare Trust Company, N.A., as rights agent, and declared a dividend of one common stock right for each outstanding share of Common Stock (the “Rights”) to shareholders of record at the close of business on September 30, 2022. See “Summary Description of the Rights Plan” below for more information about the Rights Plan.The Rights Plan is similar to plans adopted by other public companies and is intended to protect the interests of the Company and all Nordstrom shareholders. As announced at the time of its adoption, the Rights Plan:•Reduces the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium;•Helps ensure that the Board has sufficient time to make informed, deliberate decisions that are in the best interests of the Company and all shareholders;•Applies equally to all current and future shareholders of the Company;•Was not adopted in response to any specific takeover bid or other proposal to acquire control of the Company; and•Is not intended to deter offers that are fair and otherwise in the best interests of all shareholders.The Board adopted the Rights Plan four days after El Puerto de Liverpool, S.A.B. de C.V. (“Liverpool”) disclosed it had acquired 9.9% of the Company’s Common Stock. Liverpool is a retailer operating mid- and high-end department stores in Mexico. While representatives of the Company had occasionally crossed paths with representatives of Liverpool before this date, such as at industry conferences, the Company was unaware that Liverpool was making an investment in the Company until shortly before Liverpool’s disclosure of their ownership stake.In light of Liverpool’s rapid open-market share accumulation and the uncertainty regarding Liverpool’s intentions towards the Company, among other factors, the Board determined it was appropriate to adopt the Rights Plan. In making this determination, the Board also considered that if either Liverpool or members of the Nordstrom family increased their ownership, their combined ownership could determine the outcome of most shareholder votes if they voted together. The Rights Plan prevents Liverpool and members of the Nordstrom family from increasing their ownership of Common Stock and prevents Liverpool or any other shareholder from forming a “group” with members of the Nordstrom family, in each case except as permitted by the Rights Plan (including increases in beneficial ownership through the exercise of options and the vesting of restricted stock units granted by the Company).In addition, on March6, 2023, RC Ventures LLC (“RC Ventures”), an investment vehicle of Ryan Cohen, disclosed to the Company that it owned 4.2% of the Company’s common stock and formally requested a waiver from the Rights Plan that would permit RC Ventures to acquire up to 19.9% of the Company’s Common Stock (above the 10% trigger of the Rights Plan). If RC Ventures were permitted to and did acquire 19.9% of the Common Stock, then shareholders other than members of the Nordstrom family, Liverpool and RC Ventures (the “Other Public Shareholders”) would collectively own less than 40% of the outstanding Common Stock.The Rights Plan will terminate in accordance with its terms on September 19, 2023. The Board believes that it is in the best interests of the Company and all shareholders to extend the Rights Plan until September 19, 2025 for the following reasons:•Deters a Creeping Acquisition of Control: The Rights Plan reduces the likelihood that any entity, person or group gains control of the Company through open-market accumulation or other means without payment of an adequate control premium. As a result of the Rights Plan, no shareholder can acquire beneficial ownership (as defined in the Rights Plan) of 10% or more of the Company’s Common792023 Proxy StatementPROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025Stock, including by forming a “group” with other shareholders with total ownership in excess of that threshold. Likewise, the Rights Plan operates to prevent the Nordstrom family from forming a “group” with other shareholders or acquiring additional shares of Common Stock other than in accordance with the Rights Plan. Under the Rights Plan, Anne E. Gittinger, Bruce A. Nordstrom, Erik B. Nordstrom, James F. Nordstrom and Peter E. Nordstrom and their respective affiliates and associates are collectively “grandfathered,” but they cannot acquire additional shares of Common Stock (including by forming a “group” with shareholders other than these persons) except in accordance with the Rights Plan (including increases in beneficial ownership through the exercise of options and the vesting of restricted stock units granted by the Company).As of April10, 2023 (or the earlier date set forth under Security Ownership of Certain Beneficial Owners and Management), Liverpool beneficially owned 9.76% of the outstanding Common Stock, and Anne Gittinger, Bruce Nordstrom, Erik Nordstrom, James Nordstrom and Peter Nordstrom beneficially owned 30.23% of the outstanding Common Stock in aggregate. In the absence of the Rights Plan, these persons could freely increase their beneficial ownership, which could result in these persons collectively holding a majority of the outstanding Common Stock.•Enables the Board to Respond to Unsolicited Acquisition Proposals: The Rights Plan helps ensure that the Board has sufficient time to make informed, deliberate decisions that are in the best interests of the Company and all Nordstrom shareholders. The Rights Plan is not intended to deter offers that are fair and otherwise in the best interests of all Nordstrom shareholders, but does give the Board the ability to defend shareholders against abusive or coercive takeover tactics by a potential acquirer that could be used to gain control of the Company without the acquirer paying all shareholders a fair price for their shares, including a partial or two-tier tender offer that fails to treat all shareholders equally.•Ensures the Other Public Shareholders Have the Ability to Reject a Merger Proposal: Under Washington corporate law, approval of a merger of the Company generally requires the approval of two-thirds of the votes entitled to be cast on the approval. RC Ventures has stated that, as of March6, 2023, it beneficially owned 4.2% of the outstanding Common Stock and requested an exemption to purchase up to 19.9% of the Company’s Common Stock. If RC Ventures acquired 19.9% of the outstanding shares and RC Ventures, members of the Nordstrom family, and Liverpool all supported a merger of the Company, the merger would only require the support of approximately an additional 10% of outstanding shares to be approved.The vote on this proposal will inform the Board’s independent decision in the exercise of its fiduciary duties as to whether it is advisable and in the best interests of the Company and its shareholders to extend the Rights Plan. Accordingly, the Board retains the authority to extend the Rights Plan, with or without amending one or more of its provisions, whether or not shareholders approve this proposal. Likewise, even if shareholders approve this proposal, the Board may determine not to extend the Rights Plan or, at any time during the term of the Rights Plan, may determine that the Rights Plan should be terminated, further extended, or otherwise amended.If the Rights Plan is extended, Erik Nordstrom and Peter Nordstrom would be restricted in their acquisition of additional shares of Common Stock except to the extent such acquisitions were permitted by the Rights Plan.Summary Description of the Rights PlanThe Rights. The Rights will attach to any shares of Common Stock that become outstanding after the record date for the Rights Plan and prior to the earlier of the Distribution Time (as defined below) and the Expiration Time (as defined below), and in certain other circumstances described in the Rights Plan.Until the Distribution Time, the Rights are associated with Common Stock and evidenced by Common Stock certificates or, in the case of uncertificated shares of Common Stock, the book-entry account that evidences record ownership of such shares, which will contain a notation incorporating the Rights Plan by reference, and the Rights are transferable with and only with the underlying shares of Common Stock.Until the Distribution Time, the surrender for transfer of any shares of Common Stock will also constitute the transfer of the Rights associated with those shares. As soon as practicable after the Distribution Time, separate rights certificates will be mailed to holders of record of Common Stock as of the Distribution Time. From and after the Distribution Time, the separate rights certificates alone will represent the Rights.The Rights are not exercisable until the Distribution Time. Until a Right is exercised, its holder will have no rights as a shareholder of the Company, including the right to vote or to receive dividends.Separation and Distribution of Rights; Exercisability. Subject to certain exceptions, the Rights become exercisable and trade separately from Common Stock only upon the “Distribution Time,” which occurs upon the earlier of:•the close of business on the tenth (10th) day after the “Share Acquisition Date” (which is defined as (a) the first date of public announcement that any person or group has become an “Acquiring Person,” which is defined as a person or group that, together with its affiliates and associates, beneficially owns 10% or more of the outstanding shares of Common Stock (with certain exceptions, including those described below) or (b) such other date, as determined by the Board, on which a person or group has become an Acquiring Person) or•the close of business on the tenth (10th) business day (or such later date as may be determined by the Board prior to such time as any person or group becomes an Acquiring Person) after the commencement of a tender offer or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person.2023 Proxy Statement80PROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025An Acquiring Person does not include:•the Company or any subsidiary of the Company;•any officer, director or employee of the Company or any subsidiary of the Company in his or her capacity as such;•any employee benefit plan of the Company or of any subsidiary of the Company or any entity or trustee holding (or acting in a fiduciary capacity in respect of) shares of capital stock of the Company for or pursuant to the terms of any such plan or for the purpose of funding other employee benefits for employees of the Company or any subsidiary of the Company; or•any person or group that, together with its affiliates and associates, as of immediately prior to the first public announcement of the adoption of the Rights Plan, beneficially owns 10% or more of the outstanding shares of Common Stock so long as such person or group continues to beneficially own at least 10% of the outstanding shares of Common Stock and does not acquire shares of Common Stock (excluding as a result of any unilateral grant of any security by the Company, or through the exercise of any options, warrants, rights or similar interests (including restricted stock) granted by the Company to its directors, officers or employees) to beneficially own an amount equal to or greater than the greater of 10% and the sum of the lowest beneficial ownership of such person or group since the public announcement of the adoption of the Rights Plan plus 0.1% of the then outstanding shares of Common Stock.In addition, the Rights Plan provides that no person or group will become an Acquiring Person as a result of share purchases or issuances directly from the Company or through an underwritten offering approved by the Board. Also, a person or group will not be an Acquiring Person if the Board determines that such person or group has become an Acquiring Person inadvertently and such person or group as promptly as practicable divests a sufficient number of shares so that such person or group would no longer be an Acquiring Person.Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of the underlying Common Stock or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended, are treated as beneficial ownership of the number of shares of Common Stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of Common Stock are directly or indirectly held by counterparties to the derivatives contracts.Anne E. Gittinger, Bruce A. Nordstrom, Erik B. Nordstrom, James F. Nordstrom and Peter E. Nordstrom and their respective affiliates and associates are deemed to be a “group” purely for purposes of the Rights Plan (even if such persons would not be considered to be part of a group under Regulation 13D of the Securities Exchange Act of 1934, as amended).Expiration Time. The Rights will expire on the earliest to occur of (a) the close of business on September 19, 2023 (the “Final Expiration Time”), (b) the time at which the Rights are redeemed or exchanged by the Company (as described below) or (c) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person (the earliest of (a), (b) and (c) being herein referred to as the “Expiration Time”).Flip-in Event. In the event that any person or group (other than certain exempt persons) becomes an Acquiring Person (a “Flip-in Event”), each holder of a Right (other than such Acquiring Person, any of its affiliates or associates or certain transferees of such Acquiring Person or of any such affiliate or associate, whose Rights automatically become null and void) will have the right to receive, upon exercise, Common Stock having a value equal to two times the exercise price of the Right.For example, at an exercise price of $94.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $188.00 worth of Common Stock for $94.00. Assuming that Common Stock had a per share value of $18.80 at that time, the holder of each valid Right would be entitled to purchase 10shares of Common Stock for $9.40.Flip-over Event. In the event that, at any time following the Share Acquisition Date, any of the following occurs (each, a “Flip-over Event”):•the Company consolidates with, or merges with and into, any other entity, and the Company is not the continuing or surviving entity;•any entity engages in a share exchange with or consolidates with, or merges with or into, the Company, and the Company is the continuing or surviving entity and, in connection with such share exchange, consolidation or merger, all or part of the outstanding shares of Common Stock are changed into or exchanged for stock or other securities of any other entity or cash or any other property; or•the Company sells or otherwise transfers, in one transaction or a series of related transactions, fifty percent (50%) or more of the Company’s assets, cash flow or earning power,each holder of a Right (except Rights which previously have been voided as described above) will have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right.Anti-dilution Adjustments. The exercise price payable, and the number of shares of Common Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution:•in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Common Stock,•if holders of the Common Stock are granted certain rights, options or warrants to subscribe for Common Stock or convertible securities at less than the current market price of the Common Stock or•upon the distribution to holders of the Common Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).812023 Proxy StatementPROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025With certain exceptions, no adjustment in the exercise price will be required until cumulative adjustments amount to at least one percent (1%) of the exercise price. No fractional shares of Common Stock will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Stock on the last trading day prior to the date of exercise.Redemption; Exchange. At any time prior to the earlier of (i) the tenth (10th) day following the Share Acquisition Date or (ii) the Final Expiration Time, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (subject to adjustment and payable in cash, Common Stock or other consideration deemed appropriate by the Board). Immediately upon the action of the Board authorizing any redemption or at a later time as the Board may establish for the effectiveness of the redemption, the Rights will terminate and the only right of the holders of Rights will be to receive the redemption price.At any time before any Acquiring Person, together with all of its affiliates and associates, becomes the beneficial owner of fifty percent (50%) or more of the outstanding shares of Common Stock, the Company may exchange the Rights (other than Rights owned by the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate, whose Rights will have become null and void), in whole or in part, at an exchange ratio of one share of Common Stock per Right (subject to adjustment).Amendment of the Rights Plan. The Company and the Rights Agent may from time to time amend or supplement the Rights Plan without the consent of the holders of the Rights. However, on or after the Share Acquisition Date, no amendment can materially adversely affect the interests of the holders of the Rights (other than the Acquiring Person, any of its affiliates or associates or certain transferees of Acquiring Person or of any such affiliate or associate).Miscellaneous. While the distribution of the Rights will not be taxable to shareholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for Common Stock (or other consideration) or for common stock of the acquiring company or in the event of the redemption of the Rights as described above.Additional Information. A copy of the Rights Plan has been filed with the Securities and Exchange Commission as an exhibit to a registration statement on Form 8-A and a current report on Form 8-K. A copy of the Rights Plan is also available free of charge from the Company.This description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Rights Plan, which was filed as an exhibit to a Form 8-K filed by the Company with the SEC on September 20, 2022.2023 Proxy Statement82The following table provides information as of the fiscal year ended January 28, 2023February 3, 2024 about Common Stock that may be issued upon the exercise of options and rights that have been or may be granted to employees and members of the Board under all of the Company’s existing equity compensation plans.
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
(1) (#)
Exercise Price of
Outstanding
Options, Warrants
and Rights
(2) ($)
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(excluding securities to be
issued as reflected in
column (1))
(3) (#)Plan Category Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1) (#)Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(2) ($)Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities to be issued as reflected incolumn (1))(3) (#)Equity compensation plans approved by the Company’s shareholders (a)14,896,629 (b) 35 28,750,018 (c) Equity compensation plans not approved by the Company’s shareholders (d)136 6 — TOTAL 14,896,765 35 28,750,018 (a)Consist of the 2010 and 2019 EIP and the ESPP. PSUs and RSUs do not have an exercise price and therefore have been excluded from the weighted average exercise price calculation in column (2).(b) Includes 44,43846,520 of deferred Director awards and 54,55848,724 related to deferred PSUs.(c) Includes 13,918,26723,887,969 shares from the 2019 EIP and 2,403,3924,862,049 shares from the ESPP.(d) Consist of plans assumed in connection with mergers and acquisitions.8320232024 Proxy Statement72 Beneficial Ownership TableThe following table shows the amount of Common Stock beneficially owned (unless otherwise indicated) by holders of more than 5% of the outstanding shares of Common Stock, by our Directors, by the NEOs, and by all Directors and Executive Officers of the Company as a group. Except as otherwise noted, each of the reporting persons has sole voting and investment power with respect to the shares listed. Except as otherwise noted, all information is as of April10, 2023.
Beneficial Ownership
(#)
Ownership
(%)
1617 Sixth Avenue
Seattle, Washington 98101
Mario Pani No. 200, Col. Santa Fé Cuajimalpa
Cuajimalpa, Ciudad de México, CP 05348, Mexico
1617 Sixth Avenue
Seattle, Washington 98101
55 East 52nd Street
New York, New York 10055
100 Vanguard Boulevard
Malvern, Pennsylvania 19355Name of Beneficial Owner Amount and Nature of
Beneficial Ownership
(#)Percent of
Ownership
(%)(a) Erik B. Nordstrom 3,517,335 2.15 % (b) Peter E. Nordstrom 3,426,136 2.09 % (c) Kenneth J. Worzel 751,455 * (d) Bradley D. Tilden 86,609 * (e) Stacy Brown-Philpot 42,881 * (f) Kirsten A. Green 32,650 * (g) Glenda G. McNeal 32,650 * (h) James L. Donald 27,560 * (i) Mark J. Tritton 27,560 * (j) Michael W. Maher 14,311 * (k) Amie Thuener O’Toole 14,146 * (l) Atticus N. Tysen 10,031 * (m) Eric D. Sprunk 8,103 * (n) Guy B. Persaud 4,983 * (o) Jason Morris — * (p) Cathy R. Smith — * (q) Directors and Executive Officers as a group (22 persons) 9,580,177 5.78 % Greater than 5% Security Holders (r) Bruce A. Nordstrom
1617 Sixth Avenue
Seattle, Washington 9810125,241,423 15.46 % (s) El Puerto de Liverpool, S.A.B. de C.V.
Mario Pani No. 200, Col. Santa Fé Cuajimalpa
Cuajimalpa, Ciudad de México, CP 05348, Mexico15,755,000 9.65 % (t) Anne E. Gittinger
1617 Sixth Avenue
Seattle, Washington 9810115,404,953 9.44 % (u) The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 1935510,074,006 6.17 % (v) BlackRock, Inc.
50 Hudson Yards
New York, New York 100018,866,520 5.43 % (w) State Street Corporation
1 Congress Street, Suite 1
Boston, Massachusetts 021148,301,506 5.08 % *Does not exceed 1% of the Company’s outstanding Common Stock.(a) Erik B. NordstromAmount and nature of beneficial ownership includes:•2,600,8142,601,277 shares owned by him directly;•28,69129,884 shares held by him in the Company’s 401(k) Plan;•667,828643,933 shares that may be acquired by him through stock options exercisable within 60 days after AprilMarch 13, 2024;10, 2023;•42,646shares owned by his wife individually; and•199,595shares held by a trust of which he is the trustee.(b) Peter E. NordstromAmount and nature of beneficial ownership includes:•2,471,488shares owned by him directly, of which 230,000shares are pledged as collateral for loans and are in compliance with the Company’s policy regarding pledging;•36,86038,093 shares held by him in the Company’s 401(k) Plan;•667,828643,933 shares that may be acquired by him through stock options exercisable within 60 days after AprilMarch 13, 2024;10, 2023;•175,533shares owned by his wife individually;•494511 shares held by his wife in the Company’s 401(k) Plan;•49,060shares held by trusts of which he is the trustee; and•82,72847,518 shares held by trusts of which he is the trustee, for which he has sole voting and dispositive power and for which he disclaims beneficial ownership.(c) Kenneth J. WorzelAmount and nature of beneficial ownership includes:•88,239105,464 shares owned by him directly;•6,3106,526 nonvoting stock units held under the NDCP;•5,3265,504 shares held by him in the Company’s 401(k) Plan; and•625,645633,961 shares that may be acquired by him through stock options exercisable within 60 days after AprilMarch 13, 2024.10, 2023.(d) Alexis DePreeAmount and nature of beneficial ownership includes:•75,081shares owned by her directly; and•58,080shares that may be acquired by her through stock options exercisable within 60 days after April10, 2023.(e) Michael W. MaherAmount and nature of beneficial ownership includes:•23,311shares owned by him directly; and•67,381shares that may be acquired by him through stock options exercisable within 60 days after April10, 2023.(f) Edmond MesrobianMr. Mesrobian served as the Company’s Chief Technology and Information Officer until October 14, 2022. The following beneficial ownership information is based on information contained in the last Form 4 filed by Mr. Mesrobian with the SEC prior to October 14, 2022, adjusted to give effect to subsequent transactions through April10, 2023 of which the Company is aware in connection with employment-related equity awards:•78,761shares owned by him directly.(g) Bradley D. TildenAmount and nature of beneficial ownership includes:•52,51571,423 shares held by a family trust, of which he is a trustee and beneficiary; and•14,68315,186 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events, including his retirement from the Board.(h)(e) Stacy Brown-PhilpotAmount and nature of beneficial ownership includes:•3,44411,547 shares owned by her directly; and•30,29631,334 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events, including her retirement from the Board.(i)(f) Kirsten A. GreenAmount and nature of beneficial ownership includes:•24,54732,650 shares owned by her directly.(j)(g) Glenda G. McNealAmount and nature of beneficial ownership includes:•24,54732,650 shares owned by her directly.(k)(h) James L. DonaldAmount and nature of beneficial ownership includes:•19,45727,560 shares held in a trust of which he is a trustee and beneficiary.(l)(i) Mark J. TrittonAmount and nature of beneficial ownership includes:•19,45727,560 shares held owned by him directly.(m) Amie Thuener O’TooleAmount and nature of beneficial ownership includes:•6,043shares owned by her directly.(n) Atticus N. TysenAmount and nature of beneficial ownership includes:•1,910shares owned by him directly.(o) Eric D. Sprunk(j) Michael W. MaherMr.Sprunk was appointed on April16, 2023 and will receive a common stock award compensation as described under the caption “Director Compensation and Stock Ownership Guidelines” of this Proxy Statement.(p) Anne L. BrammanMs. Bramman Maher served as the Company’s interim Chief Financial Officer until December 2, 2022. The following beneficialJune 16, 2023. Beneficial ownership information for Mr. Maher is based on information contained in the lastcontents of a Form 4 filed by Ms. BrammanMr. Maher with the SEC prior to December 2, 2022,on March 10, 2023, adjusted to give effect to subsequent transactions through April10, 2023 of which the Company is aware in connection with employment-relatedemployment-related equity awards:•14,311 shares owned by him directly.(k) Amie Thuener O’TooleAmount and nature of beneficial ownership includes:•014,146 shares owned by her directly.(l) Atticus N. Tysen852023 Proxy Statement2024 Proxy Statement 74 •937,541 shares owned by spouses and trusts of which the respective Director or Executive Officer is a trustee, or a trustee and beneficiary;•44,97946,520 nonvoting stock units held by participating Directors under the DDCP;•6,3106,526 nonvoting stock units held by participating Executive Officers under the NDCP;•82,776112,050 shares held by participating Executive Officers and their eligible spouses in the Company’s 401(k) Plan; and•2,682,7082,492,545 shares that may be acquired by the Executive Officers as a group through stock options exercisable within 60 days after AprilMarch 13, 2024.10, 2023.(r) Bruce A. Nordstrom•Pursuant to a Schedule 13G filing made with the SEC, as of December31, 2022,2023, the aggregate amount beneficially owned by Mr. Nordstrom includes:•24,236,227shares for which he has sole power to vote or to dispose or to direct disposition; and•1,005,196shares for which he has shared power to vote or to dispose or to direct disposition.(s) El Puerto de Liverpool, S.A.B. de C.V.Pursuant to a Schedule 13G filing made with the SEC, as of September 8, 2022, the aggregate amount beneficially owned by El Puerto de Liverpool, S.A.B. de C.V. includes:•15,755,0015,755,000 shares for which it has sole power to vote or to dispose or to direct disposition.Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2022,2023, the aggregate amount beneficially owned by Ms. Gittinger includes:•15,404,43715,404,953 shares for which she has sole power to vote or to dispose or to direct disposition.(u) The Vanguard GroupPursuant to a Schedule 13G filing made with the SEC, as of December 29, 2023, the aggregate amount beneficially owned by The Vanguard Group includes:(u)•39,352 shares for which it has shared power to vote or to direct the vote;•147,634 shares for which it has shared power to dispose or to direct disposition; and•9,926,372 shares for which it has sole power to dispose or to direct disposition.(v) BlackRock, Inc.Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2022,2023, the aggregate amount beneficially owned by BlackRock, Inc. includes:•9,618,9878,544,954 shares for which it has the sole power to vote or to direct the vote; and•9,974,7288,866,520 shares for which it has sole power to dispose or to direct disposition.(v) The Vanguard Group(w) State Street CorporationPursuant to a Schedule 13G filing made with the SEC, as of December 30, 2022,31, 2023, the aggregate amount beneficially owned by The Vanguard GroupState Street Corporation includes:•48,7983,082,721 shares for which it has shared power to vote or to direct the vote;•159,8678,301,506 shares for which it has shared power to dispose or to direct disposition; and•9,260,436shares for which it has sole power to dispose or to direct disposition.Based upon a review of reports filed with the SEC and written representations that no other reports were required, the Company believes that during the fiscal year ended January 28, 2023February 3, 2024, all of our Directors, Executive Officers and owners of in excess of 10% of Common Stock complied with the filing requirements of Section 16(a) of the Exchange Act, except that one Form 4 was filed late on behalf of Michael Maher relating to an RSU grant.Review and Approval ProcessWe maintain policies and procedures regarding the identification, review and approval of related party transactions. In compliance with SEC rules, the CGNC reviews and approves or disapproves any transaction or series of related transactions in which: (1) the amount involved exceeds $120,000, (2) the Company or any of its subsidiaries is a participant, and (3) a related party (a Director or Executive Officer of the Company, any nominee for Director, any greater than 5% shareholders and any immediate family member of such persons) has a direct or indirect material interest. When considering a transaction, the CPCC will review all relevant factors, including the Company’s rationale for entering into a related party transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to the Company as would be the case if the transaction were entered with a third party, and the potential of an actual or apparent conflict of interest. After reviewing the information, the CPCC will approve or ratify the transaction or transactions only if the CPCC determines that the transaction is reasonable and fair to the Company.75 20232024 Proxy Statement86SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTDuring the fiscal year ended January 28, 2023,February 3, 2024, there were no related party transactions that require disclosure in this Proxy Statement.OTHER MATTERSThe Board knows of no other matters that will be presented at the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting or any convening or reconvening of the Annual Meeting upon an adjournment or postponement of the Annual Meeting, it is the intention of the persons named as proxies to vote in accordance with their discretion to the extent permitted by Rule 14a-4(c)14a-4(c) promulgated under the Exchange Act.2024Requirements and Deadlines for Submission of Proxy20242025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) pursuant to SEC Rule 14a-814a-8 promulgated under the Exchange Act, our Corporate Secretary must receive the proposal at our principal executive offices no later than [●], 2023.December 12, 2024. Any such proposal must comply with all the requirements of Rule 14a-8.If a shareholder intends to solicit proxies for a Director nominee other than the Company’s nominees in accordance with Rule 14a-19 promulgated under the Exchange Act for the 2024 Annual Meeting of Shareholders, our Corporate Secretary must receive notice of such intention at our executive offices no later than the close of business on [●], 2024. If the 2024 Annual Meeting changes by more than 30 calendar days from the date of the Annual Meeting, such notice must instead be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or the 10th calendar day following public announcement by the Company of the date of the 2024 Annual Meeting. Any such notice of intent to solicit proxies must comply with all the requirements of Rule 14a-19. The requirements of Rule 14a-19 are in addition to the requirements under our Bylaws with respect to advance notice of Director nominations.Under our Bylaws, shareholders must follow certain procedures to nominate a person for election as a Director at an annual or special meeting, or to introduce an item of business at an annual meeting. Under these advance-noticeadvance-notice procedures, shareholders must submit the proposed nominee or item of business by delivering a notice to the Corporate Secretary of the Company at our principal executive offices. We must receive notice as follows:•We must receive notice of a shareholder’s intention to introduce a nomination or proposed item of business (other than a proposal pursuant to Rule 14a-8)14a-8) for an annual meeting not less than 90 days nor more than 120 days before the first anniversary of the prior year’s meeting. We must receive notice pertaining to the 20242025 Annual Meeting of Shareholders no earlier than [●], 2024January 22, 2025 and no later than [●], 2024.•However, if we hold the 20242025 Annual Meeting of Shareholders on a date that is not within 30 days before or after such anniversary date, we must receive the notice no later than ten days after the earlier of the date we first provide notice of the meeting to shareholders (in the case of proposed items of business) or announce it publicly (in the case of director nominations).•If we hold a special meeting to elect Directors, we must receive a shareholder’s notice of intention to introduce a nomination no later than ten days following the day on which notice of the annual meeting was mailed to shareholders.All Director nominations and items of business, other than shareholder proposals made pursuant to Rule 14a-814a-8 under the Exchange Act, must comply with the requirements of the Company’s Bylaws. Any notice of a Director nomination must also comply with all the requirements of Rule 14a-19. The requirements of Rule 14a-19 are in addition to the requirements under our Bylaws with respect to advance notice of Director nominations. Our Bylaws provide that notice of a proposed nomination must include certain information about the nominating shareholder, related parties, and each proposed nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business and certain other information about the proposing shareholder and related parties. Any notice (other than a proposal pursuant to Rule 14a-8)14a-8) that is received after the times specified herein for proposed items of business will be considered untimely under Rule 14a-4(c)14a-4(c) under the Exchange Act. You may obtain a copy of the Company’s Bylaws at no cost from the Company’s Corporate Secretary or on the Company’s Investor Relations Website. The contact information for the Company’s Corporate Secretary is on page 8192..8720232024 Proxy Statement76 1. We have made these materials available to you on the Internet or, upon your request, delivered printed versions of these materials to you by mail, because you were a shareholder of the Company as of the Record Date, and were entitled to receive notice of the 20232024 Annual Meeting of Shareholders and to vote on matters that will be presented at the Annual Meeting.2. Shareholders will vote on the following matters at the Annual Meeting:
(for more detail):Proposal 1 eleventwelve directors to serve until the 20242025 Annual Meeting of ShareholdersIndependent Registered Public Accounting Firmindependent registered public accounting firm to serve for the fiscal year ending February 3, 2024NEOsFORProposal 4To conduct an advisory vote regarding the frequency of future advisory votes on the compensation of our Named Executive Officers “1 YEAR”Proposal 5To approve the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive PlanFORProposal 6To approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase PlanFORProposal 7To conduct an advisory vote on the extension of the Company’s shareholder rights plan until September19, 2025FOROther3. Date & Time: May 22, 2024 at 9:00 a.m. Pacific Daylight Time Virtual Meeting Access: virtualshareholdermeeting.com/JWN2024 Date & Time: [●], 2023 at [●] [a/p].m. Pacific Daylight Time Virtual Meeting Access: [●][●], 2023.April 11, 2024. It is furnished in connection with the solicitation of proxies by the Board to be voted during the Annual Meeting for the purposes set forth in the accompanying Notice. Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary prior to or during the Annual Meeting or by timely executing and delivering, by internet, telephone, or mail, another proxy dated as of a later date.4. This year’s Annual Meeting will be accessible through the internet. We have adopted a virtual format for our Annual Meeting to make participation accessible for shareholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as were provided at the in-personin-person portion of our past meetings while further enhancing the online experience available to all shareholders regardless of their location. These proxy materials include instructions on how to participate in the meeting and how you may vote your shares of Company stock.You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on the Record Date or hold a valid proxy for the meeting. To be admitted to the Annual Meeting at [●],virtualshareholdermeeting.com/JWN2024, you must enter the 16-digit16-digit control number found next to the label “Control Number” for postal mail recipients or within the body of the email sending you the Proxy Statement.Whether or not you plan to attendparticipate in the Annual Meeting, it is important that your shares be part of the voting process. We strongly encourage you to vote before the meeting to ensure that your voice is heard. To vote, during the meeting, shareholders of record can clickyou may log on the ballot posted on the virtual meeting siteto proxyvote.com and follow the instructions provided on the ballot. If you are a street name shareholder, you will need to provide a legal proxy fromenter your bank, broker or other nominee in order to vote during the meeting and must provide an electronic image (such as a pdf file or scan) of the legal proxy when voting.This year’s shareholder question and answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. You may submit a question in advance of the meeting at [●]proxyvote.com after logging in with your Control Number. Questions may be submitted during the Annual Meeting through [●].virtualshareholdermeeting.com/JWN2024. This question and answer session will be conducted in accordance with certain Rules of Conduct, which will be made available during the Annual Meeting. We will post questions and answers, if applicable to Nordstrom’s business, on the Nordstrom Investor Relations websiteWebsite shortly after the meeting.2023 Proxy Statement88FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETINGcheck-incheck-in will start shortly before the meeting on [●], 2023.May 22, 2024. Should you have any difficulty accessing the meeting, please call the numbers found at the top of the log-inlog-in page found at [●]virtualshareholdermeeting.com/JWN2024 for technical assistance.5.77 5. Why did I receive a Notice instead of a full set of proxy materials? How can I access the proxy materials online? We are furnishing proxy materials to our shareholders primarily via the internet, as the holders of a majority of our shares prefer that method. By doing so, we increase the convenience of our proxy materials, reduce the environmental impact of our Annual Meeting, and save costs. On or about April 11, 2024, we mailed a Notice of Internet Availability of Proxy Materials to our shareholders who had not previously requested printed materials.The Notice of Internet Availability of Proxy Materials contains instructions about how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials. If you have previously chosen to receive our proxy materials electronically, you will receive access to these materials via email unless you elect otherwise.6. What is a proxy statement, and what is a proxy? A proxy statement is a document that SEC rules require us to provide you when we ask you to vote on certain matters at a meeting of our shareholders or when we ask you to sign a proxy designating certain individuals to vote on those matters on your behalf. A proxy is your legal designation of another person to vote the shares you own at a meeting of our shareholders. By signing the proxy card we provide to you, you will designate Michael W. Maher,Cathy R. Smith, our Interim Chief Financial Officer and Chief Accounting Officer, and Ann Munson Steines, our Chief Legal Officer, General Counsel and Corporate Secretary, as your proxies to vote your shares as you have directed during the Annual Meeting. Our Board is soliciting your proxy to vote your shares during the Annual Meeting and any adjournment or postponement of the meeting. Nordstrom pays the cost of soliciting your proxy and reimburses brokers and others for forwarding you the Proxy Statement, proxy card or voting instruction form, 20222023 Annual Report.The Company has retained Innisfree M&A Incorporated (“Innisfree”) to solicit proxies. Under our agreement with Innisfree, Innisfree will receive a fee of up to $[●]. The Company also agreed to indemnify Innisfree against certain liabilities relating to, or arising out of, its retention. Innisfree will solicit proxies by mail, telephone, facsimileReport and email.6.7. Many Company shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held as a shareholder of record and those held in street name.•Shareholders of record: If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “shareholder of record” or a “registered shareholder,” and the Notice or proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the virtual Annual Meeting.•Street name shareholders: If your shares are held in a stock brokerage account or by a bank, trustee or nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice or proxy materials are being forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record. As the street name shareholder, you have the right to direct your broker, bank or other holder of record on how to vote your shares, and you are invited to attend the virtual Annual Meeting. Your broker, bank, trustee or nominee is obligated to provide you with a voting instruction form for you to use.8. We encourage you to vote in advance of the meeting on the internet or by telephone. It is convenient, and it saves us significant postage and processing costs. In addition, when you vote on the internet or by telephone, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted. The method by which you vote your proxy will not limit your right to vote at the Annual Meeting if you decide to attend the Annual Meeting virtually.Shareholders of record: The internet and telephone voting procedures are designed to verify that you are a shareholder of record by using a control number and allowing you to confirm that your voting instructions have been properly recorded. Internet and telephone voting for shareholders of record are available 24 hours a day. You can vote byYou may vote in advance of the meeting, until 11:59 p.m. Eastern Daylight Time on May 21, 2024 using any of the following methods: 
OnlineAt https://www.proxyvotenow.com/jwn
Toll-free PhoneCall 1-855-260-7729 (U.S. or Canada) or 1-575-215-3286
(Outside of the U.S. or Canada)
OnlineAt proxyvote.comToll-free PhoneCall 1-800-690-6903MailSign, date and returnVote Processingc/o Broadridge51 Mercedes Way Edgewood, NY 11717Scanned QR CodeUsing your proxy card in the envelope provided to [●]mobile device Street name shareholders: You may vote by the method explained on the proxy card or the voting instruction forminformation you receive from the bank, broker or other record holder. You may vote in advance of the meeting until 11:59 p.m. Eastern Daylight Time on [●], 2023. If you are a street name shareholder, you must obtain a proxy, executed in your favor, from the bank, broker or other holder of record to be able to vote in person at the Annual Meeting.2024 Proxy Statement 78 Shareholders holding shares invested in the Company’s 401(k) Plan: If you participate in the Company’s 401(k) Plan, the number of shares of Common Stock in your account as of the Record Date are reflected on your proxy notice and may be voted as previously described above for shareholders of record. However, if your vote on those shares is not received by 11:59 p.m. Eastern Daylight Time on [●], 2023,May 16, 2024, then the Plan Trustee will vote those shares in the same proportion as all other 401(k) Plan shares that have been voted.Shareholders holding shares purchased through the Company’s ESPP:ESPP: If you hold Common Stock that you acquired through the Company’s ESPP, you are the beneficial owner of those shares and your shares may be voted as previously described above for street name shareholders.892023 Proxy StatementFREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING9. This means that you have multiple accounts holding Nordstrom shares. These may include: accounts with our transfer agent, Computershare; shares held in the Nordstrom 401(k) Plan or purchased through the ESPP; and accounts with a broker, bank or other holder of record. Please vote all Notices, voting instruction forms and proxy cards that you receive to ensure that all of your shares are voted.10. SEC rules allow us to use a procedure called “householding” to deliver only one copy of our Notice, and for those shareholders that received a paper copy of proxy materials in the mail, one copy of our 20222023 Annual Report, to multiple shareholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected shareholder. Shareholders who participate in householding will continue to receive proxy cards if they received a paper copy of proxy materials in the mail. By using the householding process, we reduce our printing costs, mailing costs and fees, and reduce the environmental impact of our annual meeting. If you are a shareholder, share an address and last name with one or more other shareholders, and would like to revoke your householding consent, or you are a shareholder eligible for householding and would like to participate, please contact Broadridge, either by calling toll free at (866) 540-7095540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of the revocation of your consent. A number of brokerage firms have also instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.11. We will have a quorum and will be able to conduct the business of the Annual Meeting if at least 80,711,89681,629,115 shares, a majority of the outstanding shares of Common Stock as of the Record Date, are present atparticipating in the Annual Meeting, either in person or by proxy. Your shares will be counted toward the number needed for a quorum if you: (i) vote on the internet or by telephone; (ii) submit a valid proxy card or voting instruction form; (iii) in the case of a shareholder of record, attend the Annual Meeting and vote your shares in person; or (iv) are a street name shareholder and your broker casts a discretionary vote on at least one of the proposals before the Annual Meeting, as described under Question 13.13.To elect Directors and adopt the other proposals, the following votes are required:Proposal eleventwelve directors to serve until the 20242025 Annual Meeting of ShareholdersPluralityMajority of Votes CastIndependent Registered Public Accounting Firmindependent registered public accounting firm to serve for the 2024 fiscal yearVotes CastVotes CastAdvisory vote regarding the frequency of future advisory votes on Executive CompensationMajority of Votes CastNoApproval of the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive PlanMajority of Votes CastNoApproval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase PlanMajority of Votes CastNoAdvisory vote on the extension of the Company’s shareholder rights plan until September19, 2025Majority of Votes CastNoUnder Washington corporation law and our Articles of Incorporation and Bylaws, the approval of any corporate action taken at a shareholder meeting is based on votes cast. “Votes cast” means votes actually cast “for” or “against” a particular proposal, whether by proxy or in person. Broker nonvotes (broker nonvotes and discretionary voting are explained in the answers to Questions 13.and 14.) abstentions and withhold votesabstentions are not considered “votes cast” and have no effect on the proposals.Washington corporation law does not provide shareholders any dissenters’ or appraisal rights with respect to the matters to be voted on at the Annual Meeting, and shareholders do not have cumulative voting rights with respect to the election of directors.The Board recommends a vote FOR each of the following proposals.•79 2024 Proxy Statement Election of Eleven Directors: Because the Company received a notice from a shareholder stating its intention to nominate two candidates for election to the Board at the Annual Meeting, the election of directors is contested under our Bylaws even though such shareholder subsequently withdrew its notice. As a result, directors will be elected by a plurality of votes cast. A plurality of votes cast means that the eleven nominees receiving the highest number of votes in favor of their election will be elected to our Board. You may vote “for” or “withhold” from any director.2023 Proxy Statement90 “The Board recommends a vote “FOR” each of the following proposals. •Election of TwelveDirectors; Majority Vote Standard: In the election of Directors, the Company has adopted a majority voting standard as described in more detail on page 16 under Director Elections. Because this is an uncontested election, an incumbent Director nominee will be elected if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee. If a Director nominee does not receive the requisite votes, that Director’s term will end on the date on which an individual is selected by the Board to fill the position held by such Director or 90 days after the date the election results are determined, whichever occurs first. You may vote “for,” “against” or “abstain” with respect to the election of each nominee.•Ratification of the Appointment of Independent Registered Public Accounting Firm:Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending February3, 2024. 1, 2025. You may vote “for,” “against” or “abstain” on this proposal.•Advisory Vote Regarding Executive Compensation: The votes cast “for” must exceed the votes cast “against” to approve, on an advisory basis, the Company’s executive compensation program. You may vote “for,” “against” or “abstain” on this proposal.•Approval of the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan and approval of the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan: Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to approve such measures. You may vote “for,” “against” or “abstain” on this proposal.•Advisory Vote on the Extension of the Company’s Shareholder Rights Plan until September 19, 2025: Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to approve this non-binding advisory vote. You may vote “for,” “against” or “abstain” on this proposal.The Board recommends a vote of “1 Year” for the following proposal.•Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation: A plurality of votes cast means the highest number of “for” votes will be the advisory vote of the shareholders. You may vote “1 Year,” “2 Years,” “3 Years,” or abstain on this proposal.12. Yes, if you are a shareholder of record and vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by:•delivering written notice of revocation to the Corporate Secretary at 1617 Sixth Avenue, Seattle, Washington 98101, Attn: Corporate Secretary that is received on or before 5:00 p.m. Pacific Daylight Time on [●], 2023;•voting again on the internet or by telephone prior to the Annual Meeting;•signing another proxy card with a later date and mailing it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, prior to the Annual Meeting; or•delivering your proxy or casting a ballot during the meeting.If you are a street name shareholder, you should contact your bank, broker or other holder of record to revoke your proxy or change your vote.13. return my proxy card and do not provide voting instructions?•Shareholders of record: If you are a registered shareholder and do not vote by internet or phone or return your voted proxy card, your shares will not be voted. If you submit your proxy card with an unclear voting designation or no voting designation at all, your shares will be voted for the ratification of Deloitte, but not on any of the other proposals. If you submit a validly executed proxy card with no voting designation at all, your shares will be voted: for each of the Board’s nominees to be elected on Proposal1 and for Proposals23,5,6, and7, and for “1 Year” on Proposal 4.•Street name shareholders: If you are a beneficial owner whose shares are held by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares for the ratification of Deloitte if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on any other proposal before the Annual Meeting. If your broker casts a discretionary vote on the ratification of Deloitte, a broker nonvote will occur as to each other proposal. Since shares that constitute broker nonvotes will not be included in vote totals and have no effect on the outcome of any of the proposals before the Annual Meeting, it is important that you instruct your broker on how to vote your shares.•Shareholders with shares invested in the Company’s 401(k) Plan: If your vote of shares held through the Company’s 401(k) Plan is not received by 11:59 p.m. Eastern Daylight Time on [●], 2023,May 16, 2024, then the Plan Trustee will vote your shares in the same proportion as shares that have been voted in the 401(k) Plan. If you submit your proxy card with an unclear voting designation or no voting designation at all, your shares will be voted by the Plan Trustee “for” all proposals. If any additional proposals are properly presented at the Annual Meeting and any adjournment thereof, the Plan Trustee will vote on the additional proposals in accordance with its discretion.14. If you abstain from voting on a proposal, or if a broker or bank casts a discretionary vote on the ratification of Deloitte but it indicates it does not have discretionary authority to vote on another proposal, the shares will be counted for the purpose of determining if a quorum is present, but will have no effect on the other proposals to be considered at the Annual Meeting since these actions do not represent votes cast by shareholders.15.80 15. Who will count the vote? [●]Broadridge was appointed by the Board to tabulate the vote and act as Inspector of Election.912023 Proxy StatementFREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING16. We intend to announce preliminary voting results at the Annual Meeting and publish final results on a current report on Form 8-K8-K within four business days of the Annual Meeting. The Form 8-K8-K will be available online under the “SEC Filings” tab at the Investor Relations Website.17. Shareholders and other interested parties may communicate with Directors by contacting the Corporate Secretary’s Officeoffice at:
Telephone: 206-303-2541206-303-2541
EE-mail:-mail board@nordstrom.com: board@nordstrom.com
Mail:Nordstrom, Inc.1617 Sixth AvenueSeattle, Washington 98101Attn: Corporate SecretaryThe Corporate Secretary will relay the question or message to the specific Director with whom the shareholder or interested party wishes to communicate.that are unrelated to the duties and responsibilities of the Board, such as business solicitations, advertisements, junk mail and other mass mailings, will not be relayed to Directors.The AFC has established procedures to respond to possible concerns about ethics and accounting-relatedaccounting-related practices. To report your concerns, you may use the Company’s confidential Whistleblower Hotline at:
Telephone:1-888-832-8358 1-888-832-8358
Internet:ethicspoint.comYour concerns will be investigated and communicated to the AFC, as necessary.18. If you have any questionsYou may e-mail Investor Relations at InvRelations@Nordstrom.com, or require any assistance regarding our Annual Meeting, please contact our proxy solicitor:
Innisfree M&A Incorporated
Shareholders may tollthe Corporate Secretary’s Office at 206-303-2541.-free +1 (877) 750-8312
Banks and Brokers may call collect +1 (212) 750-583381 20232024 Proxy Statement92APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURESWe believe that Incentive Adjusted ROIC is a useful financial measure for investors in evaluating the efficiency and effectiveness of the capital we have invested in our business to generate returns over time. In addition, we have incorporated it in our executive incentive measures and we believe it is an important indicator of shareholders’ return over the long term.Beginning in 2019, income statement activity for adjusted net operating profit and balance sheet amounts for average invested capital are measured under the Lease Standard and the 2018 amounts disclosed are under the previous lease standard. Under the previous lease standard, we estimated the value of our operating leases as if they met the criteria for capital leases or we had purchased the properties. This provided additional supplemental information that estimated the investment in our operating leases. Estimated depreciation on capitalized operating leases and average estimated asset base of capitalized operating leases are not calculated in accordance with, nor an alternative for, GAAP and should not be considered in isolation or as a substitute for our results as reported under GAAP.We define Incentive Adjusted ROIC as our adjusted net operating profit after tax divided by our average invested capital. Incentive Adjusted EBIT represents net earnings before income tax expense, interest expense and interest income, and contemplates non-operatingnon-operating related adjustments. These metrics are not measures of financial performance under GAAP and should be considered in addition to, and not as a substitute for, return on assets, net earnings, total assets or other GAAP financial measures. Our method of calculating a non-GAAPnon-GAAP financial measure may differ from other companies’ methods and therefore may not be comparable to those used by other companies. The financial measures calculated under GAAP which are most directly comparable to Incentive Adjusted EBIT and Incentive Adjusted ROIC are net earnings and return on assets. The following shows the components to reconcile the return on assets calculation to Incentive Adjusted ROIC:
right-of-use assets(d) ($ in millions) Fiscal Year 2023 Net earnings $ 134 Income tax expense 13 Interest expense, net 104 EBIT 251 Non-operating related adjustments(a)316 Interest income 33 Operating lease interest(b)86 Adjusted net operating profit 686 Adjusted estimated income tax expense(c)(172) Adjusted net operating profit after tax $ 514 Average total assets $ 8,766 Average noncurrent deferred property incentives in excess of right-of-use assets(d)(157) Average non-interest-bearing current liabilities (2,954) Non-operating related adjustments(a)394 Average invested capital $ 6,049 Return on assets 1.5 % Incentive Adjusted ROIC 8.5 % (a)(a)Non-operating related adjustments primarily relate to the wind-down of our Canadian operations.(b) Operating lease interest is a component of operating lease cost recorded in occupancy costs. We add back operating lease interest for purposes of calculating adjusted net operating profit for consistency with the treatment of interest expense on our debt.(b) Capitalized operating leases is our best estimate of the asset base we would record for our leases that are classified as operating under the previous lease standard if they had met the criteria for a finance lease or we had purchased the property. The asset base for each quarter is calculated as the trailing four quarters of rent expense multiplied by eight, a commonly used method to estimate the asset base we would record for our capitalized operating leases.(c) EstimatedAdjusted estimated income tax (expense) benefitexpense is calculated by multiplying the adjusted net operating profit (loss) by the effective tax rate (which removes the impact of non-operating related adjustments) for the trailing twelve month period. The adjusted effective tax rate is calculated by dividing income tax expense (benefit) by earnings (loss) before income taxes for the same trailing twelve month periods.A-12023 Proxy StatementAPPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES(d)For leases with property incentives that exceed the right-of-useright-of-use assets, we reclassify the amount from assets to other current liabilities and other liabilities.liabilities on the Consolidated Balance Sheets. The current and non-currentnoncurrent amounts are used to reduce average total assets above, as this better reflects how we manage our business.2024 Proxy Statement A-1 The following is a reconciliation of net (loss) earnings (loss) to Incentive Adjusted EBIT: 12 Fiscal Months Ended ($ in millions) January 30, 2021 January 29, 2022 January 28, 2023 February 3, 2024 Net (loss) earnings $ (690) $ 178 $ 245 $ 134 Income tax (benefit) expense (538) 68 92 13 Interest expense, net 181 246 128 104 EBIT (1,047) 492 465 251 Non-operating related and other adjustments(a)— 174 59 467 Incentive Adjusted EBIT (1,047) 666 524 718 (a)(a) Beginning in the 12 fiscal months ended January 29, 2022, our Incentive Adjusted EBIT measure excluded certain performance-basedperformance-based compensation elements and other elements that we do not consider representative of our core operating performance in order to be more reflective of business performance. Amounts may include incentive compensation expenses, where applicable. For more information about our non-operating related adjustments in fiscal year 2022 and 2023, see our 2023 Annual Report.A-2 A-2APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLANARTICLE 1. INTRODUCTIONThe purpose of the Plan is to promote the long-term success of the Company and its Subsidiaries. Specific objectives are intended to encourage the attraction and retention of Employees and Nonemployee Directors, focus such individuals’ results on the Company’s critical, long-range goals and align such individuals’ interests with those of the Company’s shareholders.The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute incentive stock options (ISOs), for Employees only, or nonqualified stock options (NSOs)), stock appreciation rights (SARs), Unrestricted Shares, Restricted Shares, Restricted Stock Units and Performance Share Units.The Plan replaces the Nordstrom, Inc. 2010 Equity Incentive Plan (as amended and restated February 16, 2017) and the Nordstrom, Inc. 2002 Nonemployee Director Stock Incentive Plan (as amended on November 14, 2007). On February 28, 2023, the Board amended and restated the Plan, as set forth herein, subject to the approval of the Company’s shareholders.ARTICLE 2.ADMINISTRATION2.1Committee Composition. The Compensation, People and Culture Committee shall administer the Plan.2.2Committee Responsibilities. The Committee, in its absolute and sole discretion, shall (a) select the Employees and Nonemployee Directors who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such Awards, (c) interpret the Plan and (d) make all other decisions relating to the operation of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee may delegate its authority hereunder to one or more Subcommittees or Company officers, to the extent permitted under the Code, applicable laws and regulations and any applicable exchange rules; actions taken by any Subcommittee or officers shall be subject to review by the full Committee. The Committee’s determinations under the Plan shall be final and binding on all persons.2.3Committee for Non-Officer/Non-Director Awards. The Board may also appoint a secondary committee of the Board or one or more senior executive officers of the Company to administer the Plan with respect to Employees who are not considered officers or Directors of the Company under Section 16 of the Exchange Act. That committee or senior executive officer may grant Awards under the Plan to such Employees and may determine all features and conditions of such Awards. Within the limitations of this Section 2.3, any reference in the Plan to the Committee shall include such secondary committee or senior executive officer, as the case may be.2.4Compensation Department Powers and Duties. Until such time as the Committee shall modify, revoke or rescind such authority, the Company’s Compensation department, or any successor department within the Company, regardless of name, has the powers and duties set forth below. Determinations made by the Compensation department (or other department) under this Section 2.4 shall be final and binding on all persons, but may, in the Committee’s absolute and sole discretion, be reviewed by the Committee. The powers and duties delegated by the Committee hereunder are to:(a)work with Plan service providers to ensure the effective administration of the Plan;(b)determine whether a Participant’s disability, as defined by a qualified medical professional acceptable to the Company’s Compensation department (or other department), qualifies as Disability as defined under the Plan; and(c) perform any and all tasks, duties, and responsibilities delegated by the Company or the Committee.The Company’s Compensation department has authority to interpret the terms of the Plan and any Award in carrying out the powers and duties as set forth above.ARTICLE 3.SHARES AVAILABLE FOR AWARDS AND GENERAL VESTING REQUIREMENTS3.1Basic Limitation. Shares issued pursuant to the Plan shall be authorized but unissued shares. The aggregate number of Shares available for Awards of Options, SARs, Unrestricted Shares, Restricted Shares, Restricted Stock Units or Performance Share Units granted under the Plan shall not exceed (a) 39,500,000 Shares, all of which may be granted as ISOs, plus (b) the additional shares of Common Stock described in Section 3.3. The limitations of this Section 3.1 and Sections 3.2 and 3.3 shall be subject to adjustment pursuant to Article 12. The aggregate number of Shares available for issuance as Plan Awards shall be reduced by 1.6 (one point six) Shares for each Share delivered in settlement of any Award of Unrestricted Shares, Restricted Shares, Restricted Stock Units, Performance Share Units, dividends, or dividend equivalents, and by 1 (one) Share for each Share delivered in settlement of any Option Award or SAR. Awards that are required to be settled in cash will not reduce the number of Shares available for delivery under the Plan.3.2Additional Shares. If any Shares covered by an Award of Options, SARs, Restricted Shares, Restricted Stock Units or Performance Share Units terminate, lapse or are forfeited or cancelled, or such Award is otherwise settled without the delivery of the full number of Shares underlying the Award, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture, termination, lapse, cancellation, etc., shall again be, or shall become, available for issuance under the Plan; provided,B-12023 Proxy StatementAPPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLANhowever, that Shares (a) delivered in payment of the exercise price of an Award, (b) not issued upon the net settlement or net exercise of SARs, (c) delivered to or withheld by the Company to pay withholding taxes related to an Award, or (d) purchased in the open market using option proceeds, shall not become available again for issuance under this Plan. Shares that again become available for issuance under the Plan pursuant to this Section 3.2 shall be added to the number of Shares available under Section 3.1 in the same ratios as applied to them at the time they were originally granted (e.g., 1.6 (one point six) Shares for each Share attributable to previously granted Awards of Restricted Shares, Restricted Stock Units or Performance Share Units and 1 (one) Share for each Share attributable to previously granted Option Awards or SARs).3.3Additional Shares from Prior Plan. Shares available for issuance under the Plan shall be increased by any shares of Common Stock subject to outstanding Awards under the Prior Plans on the effective date of the Plan, May 23, 2019, that later cease to be subject to such Awards for any reason other than the exercise, or vesting of such Awards (as the case may be), or any amounts withheld from such Awards by the Company for taxes on the Awards, which Shares shall, as of the date such Shares cease to be subject to such Awards, cease to be available for grant and issuance under the Prior Plans, but shall be available for issuance under the Plan under Section 3.1. Shares that become available for issuance under the Plan pursuant to this Section 3.3, shall become available for issuance under the Plan in such amount as they previously reduced the number of Shares available for issuance under the Prior Plans.3.4General Vesting Requirements. Awards granted under the Plan shall vest no earlier than the first anniversary of the date of grant. Notwithstanding the previous sentence, the Committee may grant Awards representing up to an aggregate maximum of five percent (5%) of the available Share reserve authorized for issuance under the Plan pursuant to Section 3.1 (subject to adjustment under Section 3.3) without regard to the foregoing minimum vesting requirement.3.5Nonemployee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding non-employee director compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the maximum amount of cash that may become payable to an individual as compensation for Services as a Nonemployee Director during any calendar year shall not exceed $750,000. The Committee may make exceptions to this limit for Nonemployee Directors in extraordinary circumstances, as the Committee may determine in its discretion, provided that the Nonemployee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving Nonemployee Directors.ARTICLE 4.ELIGIBILITY4.1Awards. Employees and Nonemployee Directors shall be eligible for the grant of Awards of NSOs, SARs, Unrestricted Shares, Restricted Shares, Restricted Stock Units or Performance Share Units.4.2Incentive Stock Options. Only Employees who are common-law employees of the Company or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company or any of its Subsidiaries shall not be eligible for the grant of an ISO unless the requirements set forth in section 422(c)(6) of the Code are satisfied.ARTICLE 5.OPTIONSOptions granted under the Plan are subject to the following terms and conditions:5.1Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an NSO or an ISO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.5.2Number of Shares. Each Stock Option Agreement shall specify the number of shares of Common Stock subject to the Option, which shall be subject to adjustment in accordance with Article 12. Holders of Options shall have no right to dividend equivalents and prior to exercise, no rights to dividends. The limitation set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12.5.3Exercise Price. Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price under an Option shall in no event be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.5.4Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable, subject to Section 3.4. The Stock Option Agreement shall also specify the term of the Option; provided that the term shall in no event exceed ten (10) years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s Disability, death or Retirement and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. Options may be granted in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited.5.5Dividend Rights. No dividends or dividend equivalent rights shall be paid or accrued with respect to Options.2023 Proxy StatementB-2APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLANARTICLE 6.PAYMENT FOR OPTION SHARES6.1General Rule. The entire Exercise Price of shares of Common Stock issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such shares of Common Stock are purchased, except as follows:(a)In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Article 6.(b)In the case of an NSO, the Committee may at any time accept payment in any form(s) described in this Article 6.6.2Stock Swap. To the extent specifically provided in an Option Agreement, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, shares of Common Stock that are already owned by the Optionee. Such shares of Common Stock shall be valued at their Fair Market Value on the date when the new shares of Common Stock are purchased under the Plan.6.3Exercise/Sale. To the extent that this Section 6.3 is applicable and to the extent so provided in the Stock Option Agreement, all or any part of the Exercise Price and any withholding taxes may be paid by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of attestation equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (ii) a “cashless” exercise program established with a broker; (iii) Net Exercise; (iv) by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Committee.ARTICLE 7.STOCK APPRECIATION RIGHTSSARs granted under the Plan are subject to the following terms and conditions:7.1SAR Agreement. Each SAR granted under the Plan shall be evidenced by an SAR Agreement between the Participant and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.7.2Number of Shares. Each SAR Agreement shall specify the number of shares of Common Stock to which the SAR pertains and shall provide for the adjustment of such number in accordance with Article 12.7.3Exercise Price. Each SAR Agreement shall specify the Exercise Price; provided that the Exercise Price under an SAR shall in no event be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.7.4Exercisability and Term. Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable, subject to Section 3.4. The SAR Agreement shall also specify the term of the SAR; provided, however, that the term shall in no event exceed ten (10) years from the date of grant. A SAR Agreement may provide for accelerated exercisability in the event of the Participant’s Disability, death or Retirement and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. SARs may be granted in combination with Options, and such an SAR Agreement may provide that the SARs will not be exercisable unless the related Options are forfeited.7.5Exercise of SARs. Upon exercise of an SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) shares of Common Stock, (b) cash or (c) a combination of shares of Common Stock and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of shares of Common Stock received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the shares of Common Stock subject to the SARs exceeds the Exercise Price.7.6Dividend Rights. No dividends or dividend equivalent rights shall be paid or accrued with respect to SARS.ARTICLE 8.UNRESTRICTED SHARESUnrestricted Shares granted under the Plan are subject to the following terms and conditions:8.1Unrestricted Shares. Unrestricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan, subject to adjustment in accordance with Article 12 or together with all other Awards the limits set forth in Section 3.4.8.2Payment for Awards. Unrestricted Shares may be granted under the Plan for such consideration consisting of any tangible or intangible property or benefit to the Company as the Committee may determine, including cash, services performed and contracts for services to be performed.B-32023 Proxy StatementAPPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLANARTICLE 9.RESTRICTED SHARESRestricted Shares granted under the Plan are subject to the following terms and conditions:9.1Restricted Share Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Share Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Agreements entered into under the Plan need not be identical, subject to adjustment in accordance with Article 12.9.2Payment for Awards. Restricted Shares may be granted under the Plan for such consideration consisting of any tangible or intangible property or benefit to the Company as the Committee may determine, including cash, services performed and contracts for services to be performed.9.3Vesting Conditions. Each Award of Restricted Shares shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.If the Participant’s employment with the Company or Subsidiary is terminated before the end of a Performance Cycle for any reason other than Disability, death or Retirement, the Participant shall forfeit all rights with respect to any Restricted Shares that were being earned during the Performance Cycle. The Committee, in its absolute and sole discretion, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any Restricted Shares that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Restricted Share Agreement may provide for accelerated service-based vesting in the event of the Participant’s Disability, death or Retirement (provided that, with respect to accelerated vesting in the event of Retirement, such Restricted Share Agreement shall comply with the requirements of Code Section 409A and include specific provisions regarding any tax withholding requirements, as required).9.4Voting and Dividend Rights. The holders of Restricted Shares granted under the Plan shall have the voting, dividend and other rights as set forth in their Restricted Share Agreement, and may have the same voting, dividend and other rights as the Company’s other shareholders. Any dividends paid on Restricted Shares shall not be paid at the dividend payment date and shall only be paid if and when Restricted Shares vest, in cash or in shares of unrestricted Common Stock having a Fair Market Value equal to the amount of such dividends. Common Stock distributed in connection with a stock split or stock dividend, and distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Common Stock has been distributed.ARTICLE 10.RESTRICTED STOCK UNITSRestricted Stock Units granted under the Plan are subject to the following terms and conditions:10.1Restricted Stock Units. Restricted Stock Units are designated in shares of Common Stock.10.2Restricted Stock Unit Agreement. Each grant of Restricted Stock Units under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Company. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms of the applicable Restricted Stock Unit Agreement that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical, subject to adjustment in accordance with Article 12.10.3Payment for Awards. To the extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required of the Award recipients.10.4Vesting Conditions. Each Award of Restricted Stock Units shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.If the Participant’s employment with the Company or Subsidiary is terminated before the end of a Performance Cycle for any reason other than Disability, death or Retirement, the Participant shall forfeit all rights with respect to any Restricted Stock Units that were being earned during that Performance Cycle. The Committee, in its absolute and sole discretion, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any shares of Restricted Stock Units that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Restricted Stock Unit Agreement may provide for accelerated service-based vesting in the event of the Participant’s Disability, death or Retirement (provided that, with respect to accelerated vesting in the event of Retirement, such Restricted Stock Unit Agreement’s accelerated vesting provisions shall comply with the requirements of Code Section 409A).2023 Proxy StatementB-4APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN10.5Dividend Rights. Shares underlying an Award of Restricted Stock Units shall not be entitled to dividends and shall be entitled to dividend equivalents with respect to such Restricted Stock Units only as set forth under a Restricted Stock Unit Agreement and in compliance with this Section 10.5. If a Restricted Stock Unit Agreement includes rights to dividend equivalents, an amount equal to the dividends that would have been paid if the Restricted Stock Units had been issued and outstanding shares of Common Stock on or before the record date for any declared dividend shall be paid to the holder of such Restricted Stock Units, in cash or stock, subject to applicable withholding taxes, only if and when the Restricted Stock Units vest. Any dividend equivalents payable pursuant to this Section 10.5 shall be paid no later than March 1 of the calendar year after the calendar year in which the underlying Restricted Stock Units vest as provided in the applicable Restricted Stock Unit Agreement.10.6Form and Time of Settlement of Restricted Stock Unit Awards. Settlement of vested Restricted Stock Units may be made in the form of (a) cash, (b) shares of Common Stock or (c) any combination of both, as determined by the Committee. For the avoidance of doubt, settlement of vested Restricted Stock Units in shares of Common Stock shall not be considered an Award of Unrestricted Shares under Article 8. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of shares of Common Stock over a series of trading days. Vested Restricted Stock Units shall be settled in a lump sum before the later of (i) two and one half (21/2) months after the end of the Company’s fiscal year during which all vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed or (ii) March 15 following the calendar year in which all vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed. Until an Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to adjustment pursuant to Article 12.10.7Creditors’ Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.ARTICLE 11.PERFORMANCE SHARE UNITSPerformance Share Units granted under the Plan are subject to the following terms and conditions:11.1Performance Share Units. Performance Share Units are designated in shares of Common Stock.11.2Agreement. Each grant of Performance Share Units under the Plan shall be evidenced by an Agreement between the recipient and the Company, shall be subject to all applicable terms of the Plan, and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Performance Share Unit Agreements entered into under the Plan need not be identical. Performance Share Units may be granted in consideration of a reduction in the recipient’s other compensation.11.3Payment for Awards. To the extent that an Award is granted in the form of Performance Share Units, no cash consideration shall be required of the Award recipients.11.4Vesting Conditions. Each Award of Performance Share Units shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Performance Share Unit Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.If the Participant’s employment with the Company or Subsidiary is terminated before the date that Performance Share Units vest, the Participant shall forfeit all rights with respect to any unvested Performance Share Units. However, with respect to Performance Share Units subject to performance-based vesting conditions, the Committee, in its absolute and sole discretion at the time an Award of Performance Share Units is made, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any Performance Share Units that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Performance Share Unit Agreement may provide for accelerated service-based vesting in the event of a Participant’s Disability, death or Retirement (provided, in the case of Retirement, that such Performance Share Unit Agreement’s accelerated vesting provisions shall comply with the requirements of Code Section 409A).11.5Dividend Rights. Shares underlying an Award of Performance Share Units shall not be entitled to dividends and shall be entitled to dividend equivalents with respect to such Performance Share Units only as set forth under a Performance Share Unit Agreement and in compliance with this Section 11.5. If a Performance Share Unit Agreement includes rights to dividend equivalents, an amount equal to the dividends that would have been paid if the Performance Share Units had been settled shares of Common Stock on or before the record date for any declared dividend shall be paid to the holder of such Performance Share Units, in cash or stock, subject to applicable withholding taxes, only if and when such Performance Share Units actually vest and are settled in shares of Common Stock. Any dividend equivalents payable pursuant to this Section 11.5 shall be paid no later than March 1 of the calendar year after the calendar year in which the underlying Performance Share Units vest as provided in the applicable Performance Share Unit Agreement.B-52023 Proxy StatementAPPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN11.6Form and Time of Settlement of Units. Settlement of vested Performance Share Units may be made in the form of (a) cash, (b) shares of Common Stock or (c) any combination of both, as determined by the Committee. For the avoidance of doubt, settlement of vested Performance Share Units in shares of Common Stock shall not be considered an Award of Unrestricted Shares under Article 8. Methods of converting Performance Share Units into cash may include (without limitation) a method based on the average Fair Market Value of shares of Common Stock over a series of trading days. Vested Performance Share Units shall be settled in a lump sum by the last day of the calendar year in which all vesting conditions applicable to the Performance Share Units have been satisfied or have lapsed. Until an Award of Performance Share Units is settled, the number of such Share Units shall be subject to adjustment pursuant to Article 12.11.7Creditors’ Rights. A holder of Performance Share Units shall have no rights other than those of a general creditor of the Company. Performance Share Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Performance Share Unit Agreement.ARTICLE 12.PROTECTION AGAINST DILUTION12.1Equity Restructuring. In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto), such as a stock dividend, stock split, reverse stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend, the Committee shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances, proportionately adjust any or all of (i) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of Awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (ii) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding Awards, (iii) the grant, purchase, or exercise price of any or all outstanding Awards, (iv) the securities, cash or other property deliverable upon exercise of any or all outstanding Awards, or (v) the performance standards appropriate to any or all outstanding Awards. With respect to any ISO, in the absolute and sole discretion of the Committee, the adjustments set forth in this Article 12 may be made in a manner that would cause the Option to cease to qualify as an ISO. For the avoidance of doubt, this Article 12 does not apply to normal cash dividends with respect to Company Stock other than extraordinary dividends or to stock issued in lieu of such dividends.12.2Corporate Transaction. In the event of any reorganization, merger, consolidation, split-up, spin off, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction or event (including the sale, merger or other corporate transaction involving a Subsidiary), the Committee may make any of the adjustments set forth in Section 12.1 above and may also make provision for a cash payment or for the assumption, substitution or exchange of any or all outstanding share-based Awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon the distribution or consideration payable to holders of the outstanding shares of Common Stock upon or in respect of such event, and may, in its discretion, accelerate the vesting of outstanding Awards. The Committee may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement and, in the case of Options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess, if any, of the per share amount payable upon or in respect of such event over the grant price of the Award, unless otherwise provided in, or by authorized amendment to, the Award or provided in another applicable agreement with the Participant.12.3Change in Control.(a)In the event of a Change in Control, a Participant’s unvested Awards shall not automatically vest, except as otherwise provided by the Committee in an Award Agreement. Instead, except as provided in Section 12.3(b) below, outstanding Awards shall continue in effect or be assumed, or an equivalent Award substituted, by the successor corporation or a parent or subsidiary of the successor corporation (with appropriate adjustments to the Awards as set forth in Section 12.1 and 12.2 above). Notwithstanding anything to the contrary contained in the foregoing, in the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control, then the unvested Awards held by that Participant automatically shall vest in full upon the date of such Qualifying Termination, with any performance-based awards deemed earned based on Committee’s assessment of performance through the date of the Qualifying Termination, or if such performance is indeterminable at that time, at the 100% “target” level of performance.(b)If the successor corporation and its parent in a Change in Control refuse to assume or substitute for an Award as provided in Section 12.3(a) above, then the Committee shall, without the consent of the affected Participants: (i) provide for the cancellation of the vested portion of any such Award as of the date of the Change in Control in exchange for either an amount of cash (or stock, other securities or other property) as provided in Section 12.2 above (and with performance-based awards deemed earned based on Committee’s assessment of performance through the date of the Qualifying Termination, or if such performance is indeterminable at that time, at the 100% “target” level of performance); provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award is equal to or less than zero, then the Award shall be cancelled without payment of consideration, and (ii) provide for the cancellation of the unvested portion of the Award, if any, without payment of consideration as of the date of the Change in Control.ARTICLE 13.AWARDS UNDER OTHER PLANSThe Company may grant Awards under other equity plans or programs. Such Awards may be settled in the form of shares of Common Stock issued under this Plan.2023 Proxy StatementB-6APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLANARTICLE 14.LIMITATION ON RIGHTS14.1Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee or Nonemployee Director. The Company and its Subsidiaries reserve the right to terminate the Service of any Employee or Nonemployee Director at any time, with or without cause, subject to applicable laws, the Company’s Restated Articles of Incorporation and Bylaws and a written employment agreement (if any).14.2Shareholders’ Rights. Unless otherwise provided in this Plan or in any Award, a Participant shall have no dividend rights, voting rights or other rights as a shareholder with respect to any shares of Common Stock covered by his or her Award prior to the time when a stock certificate for such shares of Common Stock is issued or, if applicable, the time when he or she becomes entitled to receive such shares of Common Stock by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for normal cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.14.3Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue shares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of shares of Common Stock pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such shares of Common Stock related to their registration, qualification or listing or to an exemption from registration, qualification or listing.14.4Compliance with Code Section 409A. Awards under the Plan are intended to comply with Code Section 409A and all Awards shall be interpreted in a manner that results in compliance with Section 409A, Department of Treasury regulations, and other interpretive guidance under Section 409A. Notwithstanding any provision of the Plan or an Award to the contrary, if the Committee determines that any Award does not comply with Code Section 409A, the Company may adopt such amendments to the Plan and the affected Award (without consent of the Participant) or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary and appropriate to (a) exempt the Plan and the Award from application of Code Section 409A and/or preserve the intended tax treatment of amounts payable with respect to the Award, or (b) comply with the requirements of Code Section 409A.14.5Clawback Policy. Each Award issued under the Plan is subject to the Company’s clawback policy, which is amended from time to time, whether or not such policy was in place at the time of grant of an Award.14.6Transferability. Except in the context of death of a Participant, or as otherwise required by law, or as approved by the Committee for no consideration, Awards issued under the Plan may not be transferred to any third party.14.7Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Washington, without giving effect to any conflicts of laws principles.14.8No Re-Pricing. Except as otherwise provided in Article 12 above, the terms of outstanding Awards may not be amended to reduce any exercise price associated with such Awards or to cancel any outstanding Awards in exchange for cash, other Awards or other securities with an exercise price that is less than the exercise price of the original Awards without shareholder approval.ARTICLE 15.WITHHOLDING TAXES15.1General. To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any shares of Common Stock or make any cash payment under the Plan until such obligations are satisfied.15.2Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Committee may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any shares of Common Stock that otherwise would be issued to him or her or by surrendering all or a portion of any shares of Common Stock that he or she previously acquired, in each case having a Fair Market Value equal to the minimum amount required by applicable law to be withheld or paid (or such other amount that will not result in adverse accounting consequences for the Company or a Subsidiary). Such shares of Common Stock shall be valued at their Fair Market Value on the date when they are withheld or surrendered, and shall be deemed to have been issued for purposes of identifying any shares which may become available for grant pursuant to Section 3.3 above.ARTICLE 16.FUTURE OF THE PLAN16.1Term of the Plan. The Plan, as set forth herein, became effective on the date of shareholder approval, May 23, 2019, and shall remain in effect for a period of ten (10) years unless earlier terminated under Section 16.2.16.2Amendment or Termination. The Board may, at any time and for any reason, amend, alter or terminate the Plan or an Award Agreement. Notwithstanding the foregoing and except as provided in Section 14.4, no amendment, alteration or termination of the Plan or an Award Agreement shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s express written consent. An amendment of the Plan shall be subject to the approval of the Company’s shareholders for any amendment that would (a) require shareholder approval in order to satisfy the applicable requirements of Code section 422, or other applicable laws, regulations or rules, including but not limited to any stock exchange rules; (b) increase amounts payable under the Plan to Participants (provided that shareholder approval shall not be required for increases that are not material and do not require suchB-72023 Proxy StatementAPPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN
approval under applicable law or stock exchange rules); (c) increase the number of shares of Common Stock authorized to be issued under the Plan; (d) permit the repurchase by the Company of any outstanding Awards with an Exercise Price greater than the then-current Fair Market Value of Common Stock; or (e) modify the Plan’s eligibility provisions. No Awards shall be granted under the Plan after the termination thereof.ARTICLE 17.DEFINITIONS17.1“Award” means any grant of an Option, an SAR, an Unrestricted Share, a Restricted Share, a Restricted Stock Unit or a Performance Share Unit under the Plan.17.2“Award Agreement” means the written agreement between the Company and the recipient that contains the terms, conditions and restrictions pertaining to a particular Award.17.3“Board” means the Company’s Board of Directors, as constituted from time to time.17.4“Cause” means as a reason for a Participant’s termination of employment or service shall have the meaning provided in the applicable employment agreement between the Company or a Subsidiary and the Participant, or severance plan covering the Participant, if any, or if there is no such agreement or plan, as applicable, that defines the term, then “Cause” shall mean (a) the Participant’s conviction of, or plea of guilty or no contest to, (i) any felony (or its international equivalent) or (ii) any other crime that results, or could reasonably be expected to result, in material harm to the business or reputation of the Company or any Subsidiary, (b) an act of personal dishonesty or disloyalty in the course of fulfilling the Participant’s duties to the Company or a Subsidiary, or an act of fraud or misappropriation, embezzlement, or misuse of funds or property belonging to the Company or any Subsidiary, (c) the Participant’s deliberate and continued failure to perform substantially such Participant’s material duties to the Company or a Subsidiary, (d) a material violation of the written policies of the Company and its Subsidiaries, including but not limited to those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Company and its Subsidiaries, (e) the Participant’s engagement in willful misconduct in connection with the Participant’s employment or services with the Company and its Subsidiaries, which results, or could reasonably be expected to result, in material harm to the business or reputation of the Company or any Subsidiary, and (f) breach of any restrictive covenants applicable to the Participant as a result of any agreement with the Company or any Subsidiary or any policy or plan maintained by the Company or any Subsidiary. The foregoing, however, shall not be deemed an exclusive list of all acts or omissions that the Company (or the Parent or Subsidiary employing the Participant) may consider as grounds for the discharge of the Participant without Cause.17.5“Change in Control” means the happening of any of the following:(a)the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization in excess of fifty percent (50%) of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity;(b)the sale, transfer or other disposition of all or substantially all of the Company’s assets;(c) a change in the composition of the Board as a result of which fewer than fifty percent (50%) of the incumbent Directors are Directors who either (i) had been Directors of the Company on the date twenty-four (24) months prior to the date of the event that may constitute a Change in Control (the “original Directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original Directors who were still in office at the time of the election or nomination and the Directors whose election or nomination was previously so approved, but excluding, for this purpose, any such Director whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation; or(d)any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least thirty percent (30%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Paragraph (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary and (ii) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.17.6“Code” means the Internal Revenue Code of 1986, as amended.17.7“Committee” means the Compensation, People and Culture Committee of the Company’s Board.17.8“Common Stock” means shares of the common stock of the Company.17.9“Company” means Nordstrom, Inc., a Washington corporation.2023 Proxy StatementB-8APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN17.10“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.17.11“Employee” means a common-law employee of the Company, a Parent or a Subsidiary.17.12“Exchange Act” means the Securities Exchange Act of 1934, as amended.17.13“Exercise Price,” in the case of an Option, means the amount for which one share of Common Stock may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of an SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one share of Common Stock in determining the amount payable upon exercise of such SAR.17.14“Fair Market Value” means, as of any date, the value of the Common Stock determined as follows: (a) If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, the Fair Market Value of a share of Common Stock shall be the closing sales price for a share as quoted on such exchange or system for such date or, if there is no closing sales price for a share on the date in question, the closing sales price for a share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; (b) If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Common Stock shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share on such date, the high bid and low asked prices for a share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or (c) If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Common Stock shall be established by the Committee in good faith. Such determination shall be conclusive and binding on all persons.17.15“Good Reason” means the occurrence of one or more of the following without the Participant’s express written consent and within twelve (12) months following a Change in Control:(a)a material diminution in the Participant’s base salary;(b)a material diminution in the Participant’s authority, duties, or responsibilities;(c) a material change in the geographic location at which the Participant must perform his or her services to a place that is more than fifty (50) miles from where the Participant was based immediately prior to the Change in Control; and(d)any other action or inaction that constitutes a material breach by the Company of this Plan with respect to a Participant’s Award.The event or events described above shall constitute Good Reason only if the Company (or the Parent or Subsidiary employing the Participant) fails to cure such event or events within ninety (90) days after receipt from the Participant of written notice of the event or events which constitutes Good Reason. Such notice must be provided to the Company (or the Parent or Subsidiary employing the Participant) and must provide a reasonably detailed description of the facts that the Participant believes constitute a Good Reason event. Good Reason shall cease to exist for an event on the ninetieth (90th) day following the later of its occurrence or the Participant’s knowledge thereof, unless the Participant has given written notice to the Company thereof prior to such date.17.16“ISO” means an incentive stock option described in Section 422(b) of the Code.17.17“Net Exercise” means in lieu of exercising an Option for cash, the Optionee may elect to receive shares equal to the value of the Option (or the portion thereof being exercised) by surrender of the Option. The Company shall issue to such Optionee a number of shares of Common Stock computed using the following formula:X =Y (A - B)AWhereX=The number of shares to be issued to the Optionee pursuant to the Net Exercise.Y=The number of shares purchasable under this Option or, if only a portion of the Option is being exercised, the portion of the Option being cancelled (at the date of such calculation).A=The fair market value of one (1) share (at the date of such calculation).B=The Exercise Price (as adjusted to the date of such calculations).17.18“NSO” means a stock option not described in Sections 422 or 423 of the Code.B-92023 Proxy StatementAPPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN17.19“Nonemployee Director” means a member of the Company’s Board or the Board of Directors of a Subsidiary who is not an Employee. Service as a Nonemployee Director shall be considered employment for all purposes of the Plan, except as provided in Section 4.2.17.20“Option” means an NSO or an ISO granted under Article 5 of the Plan and entitling the holder to purchase shares of Common Stock pursuant to an Award.17.21“Optionee” means an individual or estate who holds an Option.17.22“Participant” means an individual or estate who holds an Award.17.23“Performance Criteria” shall mean a specified percentage or quantitative level in one or more criteria, which may include one or more of the following performance measures:(a)the Company’s shareholder return as compared to any designated industry or other comparator group;(b)the trading price of the Company’s common stock;(c) the results of operations, such as sales, earnings, net income (before or after taxes), cash flow, return on assets, same-store sales, economic profit, or return on investment (including return on equity, return on capital employed, or return on assets);(d)earnings before or after taxes, interest, depreciation and/or amortization, and including/excluding capital gains and losses;(e)other financial results, such as profit margins, operational efficiency, expense reduction, or asset management goals; and(f) the internal or external market share of a product or line of products.Each of the foregoing performance measures may be based on the performance of the Company generally, in the absolute or in relation to its peers, or the performance of a particular Participant, department, business unit, subsidiary, or other segment to which a particular Participant is assigned. The Committee may establish different performance measures and milestones for individual Participants or groups of Participants. For each Participant, each performance measure will be weighted to reflect its relative significance to the Company for the Performance Cycle.Except as otherwise specified in an individual Award, applicable performance measures may be adjusted to exclude the following items that occur during a given Performance Cycle:(i) Extraordinary, unusual or non-recurring items of gain or loss;(ii) Gains or losses on the disposition of a business, a segment of a business, or significant assets outside the ordinary course of business;(iii)Changes in tax or accounting standards, principles, regulations or laws;(iv)The effect of a merger or acquisition, including all financial results derived therefrom during the period from the merger or acquisition date through the end of the Performance Cycle in which the merger or acquisition occurred;(v) Gains or losses due to non-cash adjustments which relate to the valuation of long-term assets rather than current-year performance (including but not necessarily limited to gain or loss recognized for store closures, lease terminations, pension adjustments and mark to market adjustments); and(vi)The impact of other similar occurrences outside of the Company’s core, on-going business activities (including but not necessarily limited to litigation or tax reserves, financing activities, foreign exchange rate fluctuations and restructuring charges).Except as otherwise determined by the Committee, performance measures comprising Performance Criteria for an Award shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting principles (GAAP), or under a non-GAAP methodology established by the Committee prior to the issuance of an Award. The method of calculating performance measurements shall be consistently applied and identified in the audited financial statements, including footnotes, or the Compensation Discussion and Analysis section of the Company’s annual report.17.24“Performance Cycle” means a predetermined period of time, not less than one year, over which Performance Criteria will be measured with respect to an Award.17.25“Performance Share Unit” means a bookkeeping entry representing the equivalent of one (1) share of Common Stock, as granted under the Plan pursuant to an Award.17.26“Performance Share Unit Agreement” means the written agreement between the Company and the recipient of a Performance Share Unit that contains the terms, conditions and restrictions pertaining to such Performance Share Unit.17.27“Plan” means this Nordstrom, Inc. 2019 Equity Incentive Plan, as amended from time to time.17.28“Prior Plans” mean the Nordstrom 2010 Equity Incentive Plan and 2004 Equity Incentive Plan, as subsequently amended in 2007 and 2008.2023 Proxy StatementB-10APPENDIX B: NORDSTROM, INC. AMENDED AND RESTATED 2019 EQUITY INCENTIVE PLAN
17.29“Qualifying Termination” means (a) the Participant’s employment is involuntarily terminated by the Company (or the Parent or Subsidiary employing the Participant) without Cause, or (b) the Participant terminates employment from the Company (or the Parent or Subsidiary employing the Participant) for Good Reason. The twelve-month period will be extended by one (1) additional month if the thirty-day cure period in Section 17.15 is triggered in the eleventh or twelfth month following a Change in Control. It is intended that any Qualifying Termination shall be an “involuntary Separation from Service,” as that term is defined in Treasury Regulation Section 1.409A-1(n).17.30“Restricted Share” means a share of Common Stock granted under Article 9 pursuant to an Award, with such restrictions as set forth in the applicable Restricted Share Agreement.17.31“Restricted Stock Unit” means a right granted under Article 10 to receive Common Stock or cash at the end of a specified deferral period pursuant to an Award, which right may be conditioned on the satisfaction of certain requirements (including the satisfaction of certain performance goals).17.32“Restricted Share Agreement” means the written agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.17.33“Restricted Stock Unit Agreement” means the written agreement between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.17.34“Retirement” means Participant’s termination from Service on or after his or her Retirement Date.17.35“Retirement Date” shall have the meaning as set forth in a particular Award Agreement.17.36“SAR” means a stock appreciation right granted under Article 7 of the Plan pursuant to an Award.17.37“SAR Agreement” means the written agreement between the Company and a Participant that contains the terms, conditions and restrictions pertaining to his or her SAR.17.38“Service” means service as an Employee or Nonemployee Director.17.39“Stock Option Agreement” means the written agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.17.40“Subcommittee” means a separate committee established by and consisting of members of the Committee.17.41“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.17.42“Unrestricted Share” means a share of Common Stock granted under Article 8 of the Plan pursuant to an Award.B-112023 Proxy StatementAPPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLANSECTION 1.PURPOSE OF THE PLAN.The purpose of the Plan is to provide Eligible Employees with an opportunity to increase their proprietary interest in the success of the Company by purchasing Stock from the Company on favorable terms and to pay for such purchases through payroll deductions. The Plan is intended to qualify under Section 423 of the Code. The Plan was originally adopted by the Company’s Board of Directors in November of 1999, and was approved by the Company’s shareholders in May of 2000. The Plan was subsequently amended in several respects and was completely restated in 2005, 2006, 2008, 2011 and 2020. This 2023 Restatement increases the authorized number of shares of Stock under the Plan. The 2023 Restatement is effective for Offering Periods beginning on and after April 1, 2023.SECTION 2.ADMINISTRATION OF THE PLAN.(a)Committee Composition. The Plan shall be administered by the Committee.(b)Committee Responsibilities. The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. The Committee may adopt such rules, guidelines and forms as it deems appropriate to implement the Plan. The Committee’s determinations under the Plan shall be final and binding on all persons.SECTION 3.ENROLLMENT AND PARTICIPATION.(a)Offering Periods. While the Plan is in effect, two Offering Periods shall commence in each calendar year. Offering Periods shall consist of the six-month periods commencing on each April 1 and October 1.(b)Enrollment. Any individual who, on the day preceding the first day of an Offering Period, qualifies as an Eligible Employee may elect to become a Participant in the Plan for such Offering Period by completing the enrollment process prescribed for this purpose by the Committee.(c)Duration of Participation. Once enrolled in the Plan, a Participant shall continue to participate in the Plan until he or she (1) ceases to be an Eligible Employee, (2) withdraws from the Plan under Section 5(a), or (3) reaches the end of the Offering Period in which his or her employee contributions were discontinued under Section 8(b). A Participant who withdrew from the Plan under Section 5(a) may again become a Participant, if he or she then is an Eligible Employee, by following the procedure described in Subsection (b) above. A Participant whose employee contributions were discontinued automatically under Section 8(b) shall automatically resume participation at the beginning of the earliest Offering Period ending in the next calendar year, if he or she then is an Eligible Employee.SECTION 4.EMPLOYEE CONTRIBUTIONS.(a)Frequency of Payroll Deductions. A Participant may purchase shares of Stock under the Plan solely by means of payroll deductions. Payroll deductions, as designated by the Participant pursuant to Subsection (b) below, shall occur during the Offering Period on the Compensation payment date while a Participant is in the Plan.(b)Amount of Payroll Deductions. An Eligible Employee shall designate in the enrollment process the portion of his or her Compensation that he or she elects to have withheld for the purchase of Stock. Such portion shall be a whole percentage of the Eligible Employee’s Compensation, but not less than one percent (1%) or more than fifteen percent (15%).(c)Changing Withholding Rate. If a Participant wishes to change the rate of payroll withholding, he or she may do so by notifying the Company using the process prescribed for this purpose by the Committee. The new withholding rate shall be effective as soon as reasonably practicable after such notification by the Company.(d)Discontinuing Payroll Deductions. If a Participant wishes to discontinue employee contributions entirely, he or she may do so at any time by using the process prescribed for this purpose by the Committee. Payroll withholding shall cease as soon as reasonably practicable after such notification. (In addition, employee contributions may be discontinued automatically pursuant to Section 8(b).) A Participant who has discontinued employee contributions may resume such contributions by using the process prescribed for this purpose by the Committee. Payroll withholding shall resume as soon as reasonably practicable after such notification.SECTION 5.WITHDRAWAL FROM THE PLAN.(a)Withdrawal. A Participant may elect to withdraw from the Plan by using the process and timing prescribed for this purpose by the Committee. As soon as reasonably practicable after the effective date of a Participant’s withdrawal, payroll deductions shall cease and the entire amount credited to the Participant’s Plan Account shall be refunded to him or her in cash, without interest. No partial withdrawals shall be permitted.(b)Re-enrollment After Withdrawal. A former Participant who has withdrawn from the Plan shall not be a Participant until he or she re-enrolls in the Plan under Section 3(b). Re-enrollment may be effective only at the commencement of an Offering Period.C-12023 Proxy StatementAPPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN
SECTION 6.CHANGE IN EMPLOYMENT STATUS.(a)Termination of Employment. Termination of employment as an Eligible Employee for any reason, including death, shall be treated as an automatic withdrawal from the Plan under Section 5(a). A transfer from one Participating Company to another shall not be treated as a termination of employment.(b)Leave of Absence. For purposes of the Plan, employment shall not be deemed to terminate when the Participant goes on an approved leave of absence. Employment shall be deemed to terminate in any event when the approved leave ends, unless the Participant immediately returns to work.(c)Death. In the event of the Participant’s death, the amount credited to his or her Plan Account shall be paid in the same manner as his or her final paycheck from the Company. Any shares of Stock held by the broker designated by the Committee pursuant to Section 7(e) shall be paid or delivered to a beneficiary or beneficiaries designated by the Participant pursuant to the relevant rules established by the broker with respect to the brokerage account.SECTION 7.PLAN ACCOUNTS AND PURCHASE OF SHARES.(a)Plan Accounts. A Plan Account shall be maintained in the name of each Participant. Whenever an amount is deducted from the Participant’s Compensation under the Plan, such amount shall be credited to the Participant’s Plan Account. Amounts credited to Plan Accounts shall not be trust funds and may be commingled with the Company’s general assets and applied to general corporate purposes. No interest shall be credited to Plan Accounts.(b)Purchase Price. The Purchase Price for each share of Stock purchased at the close of an Offering Period shall be ninety percent (90%) of the Fair Market Value of such share on the last trading day in such Offering Period.(c)Number of Shares Purchased. As of the last day of each Offering Period, each Participant shall be deemed to have elected to purchase the number of shares of Stock calculated in accordance with this Subsection (c), unless the Participant has previously elected to withdraw from the Plan in accordance with Section 5(a). The amount then in the Participant’s Plan Account shall be divided by the Purchase Price, and the number of shares that results shall be purchased from the Company with the funds in the Participant’s Plan Account. The foregoing notwithstanding, no Participant shall purchase more than one thousand (1,000) shares of Stock with respect to any Offering Period nor more than the amounts of Stock set forth in Sections 8(b) and 13(a). Any fractional share, as calculated under this Subsection (c), shall be rounded down to the next lower whole share.(d)Available Shares Insufficient. In the event that the aggregate number of shares that all Participants elect to purchase during an Offering Period exceeds the maximum number of shares remaining available for issuance under Section 13(a), then the number of shares to which each Participant is entitled shall be determined by multiplying the number of shares available for issuance by a fraction, the numerator of which is the number of shares that such Participant has elected to purchase and the denominator of which is the number of shares that all Participants have elected to purchase.(e)Issuance of Stock. Certificates representing shares of Stock purchased by a Participant under the Plan shall be held for each Participant’s benefit by a broker designated by the Committee for the Plan. Shares may be registered in the name of the Participant or jointly in the name of the Participant and his or her spouse as joint tenants with right of survivorship or as community property. A Participant may elect the following with respect to such shares, in accordance with and subject to the process prescribed for this purpose by the Committee:(i)that the Stock certificates be issued to him or her in exchange for the whole shares held within the Participant’s Account, or(ii)that shares held within the Participant’s Account be transferred to an appropriate broker designated by the Participant.Each Participant shall be required to notify the Company in the event of the sale or disposition of any of such shares. For purposes of the previous sentence, the term “disposition” shall have the meaning prescribed under Section 424(c)(1) of the Code.(f)Unused Cash Balances. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for a fractional share shall be carried over in the Participant’s Plan Account to the next Offering Period. Any amount remaining in the Participant’s Plan Account that represents the Purchase Price for whole shares that could not be purchased by reason of Subsection (c) above, Section 8(b) or Section 13(a) shall be refunded to the Participant in cash, without interest.(g)Shareholder Approval. Any other provision of the Plan notwithstanding, no shares of Stock shall be purchased under the Plan unless and until the Company’s shareholders have approved the adoption of the Plan.SECTION 8.LIMITATIONS ON STOCK OWNERSHIP.(a)Five Percent Limit. Any other provision of the Plan notwithstanding, no Participant shall be granted a right to purchase Stock under the Plan if such Participant, immediately after his or her election to purchase such Stock, would own stock possessing 5% or more of the total combined voting power or value (determined under Code Section 423) of all classes of stock of the Company or any parent or Subsidiary of the Company. For purposes of this Subsection (a), the following rules shall apply:(i)Ownership of stock shall be determined after applying the attribution rules of Section 424(d) of the Code;(ii)Each Participant shall be deemed to own any stock that he or she has a right or option to purchase under this or any other plan; and2023 Proxy StatementC-2APPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN(iii)For purposes of applying subsection (ii), each Participant shall be deemed to have the right or option to purchase one thousand (1,000) shares of Stock under this Plan with respect to each Offering Period.(b)Dollar Limit. Any other provision of the Plan notwithstanding, no Participant shall purchase Stock with a Fair Market Value in excess of the following limit:(i)In the case of Stock purchased during an Offering Period that commenced in the current calendar year, the limit shall be equal to (A) $25,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased in the current calendar year under this Plan.(ii)In the case of Stock purchased during an Offering Period that commenced in the immediately preceding calendar year, the limit shall be equal to (A) $50,000 minus (B) the Fair Market Value of the Stock that the Participant previously purchased under this Plan in the current calendar year and in the immediately preceding calendar year.For purposes of this Subsection (b), the Fair Market Value of Stock shall be determined in each case as of the beginning of the Offering Period in which such Stock is purchased. If a Participant is precluded by this Subsection (b) from purchasing additional Stock under the Plan, then his or her employee contributions shall automatically be discontinued and shall resume at the beginning of the earliest Offering Period ending in the next calendar year (if he or she then is an Eligible Employee).SECTION 9.RIGHTS NOT TRANSFERABLE.The rights of any Participant under the Plan, or any Participant’s interest in any Stock or moneys to which he or she may be entitled under the Plan, shall not be transferable by voluntary or involuntary assignment or by operation of law, or in any other manner other than by the laws of descent and distribution. If a Participant in any manner attempts to transfer, assign or otherwise encumber his or her rights or interest under the Plan, other than by the laws of descent and distribution, then such act shall be treated as an election by the Participant to withdraw from the Plan under Section 5(a).SECTION 10.NO RIGHTS AS AN EMPLOYEE.Nothing in the Plan or in any right granted under the Plan shall confer upon the Participant any right to continue in the employ of a Participating Company for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Participating Companies or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her employment at any time and for any reason, with or without cause.SECTION 11.NO RIGHTS AS A SHAREHOLDER.A Participant shall have no rights as a shareholder with respect to any shares of Stock that he or she may have a right to purchase under the Plan until such shares have been purchased on the last day of the applicable Offering Period.SECTION 12.SECURITIES LAW REQUIREMENTS.Shares of Stock shall not be issued under the Plan unless the issuance and delivery of such shares comply with (or are exempt from) all applicable requirements of law, including (without limitation) the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, state securities laws and regulations, and the regulations of any stock exchange or other securities market on which the Company’s securities may then be traded.SECTION 13.STOCK OFFERED UNDER THE PLAN.(a)Authorized Shares. Effective for Offering Periods commencing on and after April 1, 2023, the aggregate authorized number of shares of Stock available for purchase under the Plan is increased by three million five hundred thousand (3,500,000) shares, conditioned on approval of the increase by the Company’s shareholders within 12 months after the Board approves the increase. If the shareholders approve the increase, the aggregate authorized number of shares of Stock available for purchase under the Plan shall equal nineteen million six hundred thousand (19,600,000) shares, subject to adjustment pursuant to this Section 13. Previously, the aggregate authorized number of shares of Stock available for purchase under the Plan was sixteen million one hundred thousand (16,100,000) shares. In the event the increase is not timely approved by the Company’s shareholders, the aggregate authorized number of shares of Stock available for purchase under the Plan shall remain at 16,100,000shares.(b)Antidilution Adjustments. The aggregate number of shares of Stock offered under the Plan, the one thousand (1,000) share limitation described in Section 7(c) and the price of shares that any Participant has elected to purchase shall be adjusted proportionately by the Committee for any increase or decrease in the number of outstanding shares of Stock resulting from a subdivision or consolidation of shares or the payment of a stock dividend, any other increase or decrease in such shares effected without receipt or payment of consideration by the Company, the distribution of the shares of a Subsidiary to the Company’s shareholders or a similar event.(c)Reorganizations. Any other provision of the Plan notwithstanding, immediately prior to the effective time of a Corporate Reorganization, the Offering Period then in progress shall terminate and shares shall be purchased pursuant to Section 7, unless the Plan is assumed by the surviving corporation or its parent corporation pursuant to the plan of merger or consolidation. The Plan shall in no event be construed to restrict in any way the Company’s right to undertake a dissolution, liquidation, merger, consolidation or other reorganization.C-32023 Proxy Statement
APPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLANSECTION 14.AMENDMENT OR DISCONTINUANCE.The Board shall have the right to amend, suspend or terminate the Plan at any time and without notice. Any amendment that increases the aggregate number of shares of Stock to be issued under the Plan shall be subject to approval by a vote of the shareholders of the Company within 12 months before, or 12 months after, the Board’s adoption of the amendment. In addition, any other amendment of the Plan shall be subject to approval by a vote of the shareholders of the Company to the extent required by an applicable law or regulation. To the extent an amendment does not require shareholder or Board approval (as described above), the Committee shall have the authority to make technical and administrative amendments to the Plan for the sole purpose of carrying out its administrative responsibilities under the Plan.SECTION 15.DEFINITIONS.(a)“Board” means the Board of Directors of the Company, as constituted from time to time.(b)“Code” means the Internal Revenue Code of 1986, as amended.(c)“Committee” means the Compensation, People and Culture Committee of the Board.(d)“Company” means Nordstrom, Inc., a Washington corporation.(e)“Compensation” means (i) the total compensation paid in cash to a Participant by a Participating Company, including salaries, wages, incentive compensation, commissions, overtime pay and shift premiums, plus (ii) any pre-tax contributions made by the Participant under Section 401(k) or 125 of the Code. “Compensation” shall exclude all non-cash items, bonuses, moving or relocation allowances, cost-of-living equalization payments, reimbursement and expense allowances, imputed income, severance pay, fringe benefits, contributions or benefits received under employee benefit plans, income attributable to the exercise of stock options, restricted stock unit or performance share unit vests and similar items (such as amounts resulting from grants or awards under any stock-based compensation program). The Committee shall determine whether a particular item is included in Compensation.(f)“Corporate Reorganization” means:(i)The consummation of a merger or consolidation of the Company with or into another entity, or any other corporate reorganization; or(ii)The sale, transfer or other disposition of all or substantially all of the Company’s assets or the complete liquidation or dissolution of the Company.(g)“Eligible Employee” means any common-law employee who is employed by a Participating Company on February 1 or August 1. The following are excluded from the definition of an Eligible Employee:(i)any individual whose participation in the Plan is prohibited by the law of any country which has jurisdiction over him or her,(ii)any employee who is covered by a collective bargaining agreement, if the collective bargaining agreement excludes the employee (or the bargaining unit of which the employee is a member) from participation in the Plan, and(iii)to the extent permitted by Code Section 423, any individual designated by a Participating Company as an independent contractor, even if the individual later is determined by a court of competent jurisdiction to be a common law employee of a Participating Company.(h)“Exchange Act” means the Securities Exchange Act of 1934, as amended.(i)“Fair Market Value” means, as of any date, the value of the Stock determined as follows: (a) If the Stock is (x) listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Market), (y) listed on any national market system or (z) listed, quoted or traded on any automated quotation system, the Fair Market Value of a share of Stock shall be the closing sales price for a share of Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share on the date in question, the closing sales price for a share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; (b) If the Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Stock is regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Stock shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share on such date, the high bid and low asked prices for a share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Committee deems reliable; or (c) If the Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, the Fair Market Value of a share of Stock shall be established by the Committee in good faith. Such determination shall be conclusive and binding on all persons.(j)“Offering Period” means a six-month period with respect to which the right to purchase Stock may be granted under the Plan, as determined pursuant to Section 3(a).(k)“Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Section 3(b). Only Eligible Employees may become Participants in this Plan.2023 Proxy StatementC-4APPENDIX C: NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN(l)“Participating Company” means (i) the Company, (ii) each Subsidiary that is a Participating Company as of February 1, 2020, and (iii) each present or future Subsidiary that is affirmatively designated by the Committee as a Participating Company after February 1, 2020. Except as provided in the preceding sentence, no other Subsidiary shall be a Participating Company. The Committee is authorized to change a present or future Subsidiary’s designation as a Participating Company at any time without additional shareholder approval. The Company will maintain a record of all Participating Companies.(m)“Plan” means this Nordstrom, Inc. Employee Stock Purchase Plan, as it may be amended from time to time.(n)“Plan Account” means the account established for each Participant pursuant to Section 7(a).(o)“Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 7(b).(p)“Stock” means the Common Stock of the Company, no par value per share.(q)“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.C-52023 Proxy Statement
PLEASE VOTE TODAY! SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE. TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE THE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED PRELIMINARY COPY SUBJECT TO COMPLETION—APRIL 17, 2023 NORDSTROM, INC. Annual Meeting of Shareholders This proxy is solicited by the Board of Directors The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders and Proxy Statement of Nordstrom, Inc. (the “Company”) and hereby appoints Michael W. Maher and Ann Munson Steines and each of them, acting individually, with full power of substitution and re-substitution and all powers that the undersigned would possess if personally present in each, as proxies of the undersigned, to represent the undersigned and vote all shares of the Company’s common stock that the undersigned may be entitled to vote at the Annual Meeting of Shareholders and at any adjournment or postponement thereof (the “Annual Meeting”) scheduled to be held on [], 2023, at [] [a/p].m. Pacific Daylight Time, as provided for herein. This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. WHERE NO INSTRUCTION IS SPECIFIED AS TO ANY ITEM, THIS PROXY WILL BE VOTED “FOR” EACH OF THE BOARD’S NOMINEES IN PROPOSAL 1, “FOR” PROPOSALS 2, 3, 5, 6, AND 7, AND “1 YEAR” ON PROPOSAL 4, AND, TO THE EXTENT AUTHORIZED UNDER RULE 14A-4(C) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, IN THE DISCRETION OF THE PROXIES NAMED HEREIN WITH RESPECT TO SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING. YOUR VOTE IS VERY IMPORTANT PLEASE SUBMIT YOUR PROXY TODAY CONTINUED AND TO BE SIGNED ON REVERSE SIDE PROXY CARD
NORDSTROM, INC. YOUR VOTE IS IMPORTANT Please take a moment now to vote your shares of the Company’s Common Stock for the upcoming Annual Meeting of Shareholders. YOU CAN VOTE TODAY IN ONE OF THREE WAYS: 1. Vote by Internet Please access https://www.proxyvotenow.com/jwn, and follow the simple instructions provided. Please note you must type an “s” after http. You will be required to provide the unique control number printed below. OR 2. Vote by Telephone Call toll-free from the U.S. or Canada at (855) 260-7729, on a touch-tone telephone. If outside the U.S. or Canada, call +1 (575) 215-3286. Please follow the simple instructions provided. You will be required to provide the unique control number printed below. CONTROL NUMBER: OR 3. Vote by Mail If you do not have access to a touch-tone telephone or to the Internet, please sign, date and return the proxy card in the envelope provided, or mail to: []. You may submit your proxy by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the proxyholder(s) to vote your shares in the same manner as if you had marked, signed and returned a proxy card.1. Election of eleven directors to serve until the 2024 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. X TO VOTE BY MAIL, PLEASE DETACH HERE, SIGN AND DATE THE PROXY CARD, AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED Please mark vote as in this exmple FOR AGAINST ABSTAIN THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE BOARD’S NOMINEES LISTED IN PROPOSAL 1, “FOR” PROPOSALS 2, 3, 5, 6, AND 7, AND “1 YEAR” ON PROPOSAL 4. DATED: (Signature if held jointly) (Signature if held jointly) (Title) WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY. BOARD NOMINEES 1A. Stacy Brown-Philpot 1B. James L. Donald 1C. Kirsten A. Green 1D. Glenda G. McNeal 1E. Erik B. Nordstrom 1F. Peter E. Nordstrom 1G. Eric D. Sprunk 1H. Amie Thuener O’Toole 1I. Bradley D. Tilden 1J. Mark J. Tritton 1K. Atticus N. Tysen 2. Ratification of the appointment of Deloitte as the Company’s Independent Registered Public Accounting Firm to serve for the fiscal year ending February 3, 2024. 3. Advisory voter regarding the compensation of our Named Executive Officers. 4. Advisory vote regarding the frequency of future advisory votes on the compensation of our Named Executive Officers. 5. To approve the Nordstrom, Inc. Amended and Restated 2019 Equity Incentive Plan. 6. To approve the Nordstrom, Inc. Amended and Restated Employee Stock Purchase Plan 7. Advisory vote on the extension of the Company’s shareholder rights plan until September 19, 2025. OR 3. Vote by Mail – If you do not have access to a touch-tone telephone or to the Internet, please sign, date and return the proxy card in the envelope provided, or mail to: []. You may submit your proxy by telephone or Internet 24 hours a day, 7 days a week. Your telephone or Internet vote authorizes the proxyholder(s) to vote your shares in the same manner as if you had marked, signed and returned a proxy card. FOR WITHHOLD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 1 YEAR 2 YEARS 3 YEARS ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN0000072333 4 2022-01-01 2022-12-31
