XML 93 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Jan. 30, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
The following table sets forth additional compensation information for our CEO and our non-CEO NEOs, along with total shareholder return, net earnings and Incentive Adjusted EBIT performance results for fiscal years 2020, 2021, 2022 and 2023:
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)
20234,540,362 4,016,290 4,879,134 4,514,112 54174134718
20223,470,982 2,237,191 3,078,195 1,264,807 53124245524
20216,445,146 820,766 5,165,440 (534,350)61150178666
20205,647,670 7,598,410 5,122,901 7,722,084 98141(690)(1,047)
(a) NEOs included in the compensation columns reflect the following:
YearCEONon-CEO NEOs
2023Erik B. Nordstrom
Cathy R. Smith, Jason Morris, Peter E. Nordstrom, Kenneth J. Worzel, Michael W. Maher
2022Erik B. Nordstrom
Michael W. Maher, Peter E. Nordstrom, Kenneth J. Worzel, Alexis DePree, Anne L. Bramman, Edmond Mesrobian
2021Erik B. Nordstrom
Anne L. Bramman, Peter E. Nordstrom, Kenneth J. Worzel, Edmond Mesrobian
2020Erik B. Nordstrom
Anne L. Bramman, Peter E. Nordstrom, Kenneth J. Worzel, Edmond Mesrobian
(b) Fair value or change in fair value
Compensation 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-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 price
For the portion of CAP that is based on year-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: $35.45 (4% decrease change from prior year).
(d) Compensation Actually Paid to CEO and non-CEO NEOs
CAP for the CEO and non-CEO NEOs reflects the adjustments from Total Compensation for each respective year reported in the SCT, as shown on the following table. Total Adjustments are calculated using un-rounded numbers and then rounded to the nearest dollar.
CEO2020202120222023
SCT Total ($)5,647,670 6,445,146 3,470,982 4,540,362 
-Value of stock awards and option awards reported in SCT4,247,586 3,699,999 2,654,734 2,654,747 
-Change in pension value and Nonqualified Deferred Compensation reported in SCT1,010,681 — — — 
+Year-end value of awards granted in fiscal year that are unvested and outstanding7,132,586 1,429,354 1,485,367 2,071,443 
+Change in fair value of prior year awards that are unvested and outstanding155,911 (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 plans293,457 307,833 217,712 172,042 
=Total Adjustments1,950,740 (5,624,380)(1,233,791)(524,072)
CAP ($)7,598,410 820,766 2,237,191 4,016,290 
Non-CEO NEO2020202120222023
Average SCT ($)5,122,901 5,165,440 3,078,195 4,879,134 
-Average value of stock awards and option awards reported in SCT3,999,378 2,657,792 2,071,922 3,151,935 
-Average change in pension value and Nonqualified Deferred Compensation reported in SCT480,022 347,475 — 93,105 
+Average year-end value of awards granted in fiscal year that are unvested and outstanding6,928,154 1,298,263 855,524 3,046,547 
+Average change in fair value of prior year awards that are unvested and outstanding296,961 (4,256,482)(121,002)(26,192)
+Average fair market value of awards granted this year and that vested this year12,197 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 plans197,178 208,750 122,646 113,293 
=Total Adjustments2,599,184 (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 TSR
Peer Group TSR reflects the S&P Retail Index as reflected in our 2023 Annual Report pursuant to Item 201(e) of Regulation S-K for the fiscal year ended 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 Measure
As discussed in the Compensation Discussion & Analysis on page 44, the NEOs’ bonus opportunity for 2023 was weighted heavily on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold, at 100% weighting for Erik and Peter Nordstrom and 75% weighting for all other NEOs.
     
Named Executive Officers, Footnote NEOs included in the compensation columns reflect the following:
YearCEONon-CEO NEOs
2023Erik B. Nordstrom
Cathy R. Smith, Jason Morris, Peter E. Nordstrom, Kenneth J. Worzel, Michael W. Maher
2022Erik B. Nordstrom
Michael W. Maher, Peter E. Nordstrom, Kenneth J. Worzel, Alexis DePree, Anne L. Bramman, Edmond Mesrobian
2021Erik B. Nordstrom
Anne L. Bramman, Peter E. Nordstrom, Kenneth J. Worzel, Edmond Mesrobian
2020Erik B. Nordstrom
Anne L. Bramman, Peter E. Nordstrom, Kenneth J. Worzel, Edmond Mesrobian
     
Peer Group Issuers, Footnote 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.      
PEO Total Compensation Amount $ 4,540,362 $ 3,470,982 $ 6,445,146 $ 5,647,670
PEO Actually Paid Compensation Amount [1],[2],[3] $ 4,016,290 2,237,191 820,766 7,598,410
Adjustment To PEO Compensation, Footnote
(b) Fair value or change in fair value
Compensation 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-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.
Compensation Actually Paid to CEO and non-CEO NEOs
CAP for the CEO and non-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-rounded numbers and then rounded to the nearest dollar.
CEO2020202120222023
SCT Total ($)5,647,670 6,445,146 3,470,982 4,540,362 
-Value of stock awards and option awards reported in SCT4,247,586 3,699,999 2,654,734 2,654,747 
-Change in pension value and Nonqualified Deferred Compensation reported in SCT1,010,681 — — — 
+Year-end value of awards granted in fiscal year that are unvested and outstanding7,132,586 1,429,354 1,485,367 2,071,443 
+Change in fair value of prior year awards that are unvested and outstanding155,911 (3,800,744)(76,644)(117,362)
+Fair market value of awards granted this year and that vested this year— — 9,883 10,955 
+Change in fair value (from prior year end) of prior year awards that vested this year(372,946)139,177 (215,375)(6,403)
-Prior year fair value of prior year awards that failed to vest this year— — — — 
+Service and prior service cost for pension plans293,457 307,833 217,712 172,042 
=Total Adjustments1,950,740 (5,624,380)(1,233,791)(524,072)
CAP ($)7,598,410 820,766 2,237,191 4,016,290 
Non-CEO NEO2020202120222023
Average SCT ($)5,122,901 5,165,440 3,078,195 4,879,134 
-Average value of stock awards and option awards reported in SCT3,999,378 2,657,792 2,071,922 3,151,935 
-Average change in pension value and Nonqualified Deferred Compensation reported in SCT480,022 347,475 — 93,105 
+Average year-end value of awards granted in fiscal year that are unvested and outstanding6,928,154 1,298,263 855,524 3,046,547 
+Average change in fair value of prior year awards that are unvested and outstanding296,961 (4,256,482)(121,002)(26,192)
+Average fair market value of awards granted this year and that vested this year12,197 8,747 3,038 4,038 
+Average change in fair value (from prior year end) of prior year awards that vested this year(355,907)46,199 (47,797)582 
-Average prior year fair value of prior year awards that failed to vest this year— — 553,875 258,250 
+Average service and prior service cost for pension plans197,178 208,750 122,646 113,293 
=Total Adjustments2,599,184 (5,699,789)(1,813,389)(365,021)
Average CAP ($)7,722,084 (534,350)1,264,807 4,514,112 
     
Non-PEO NEO Average Total Compensation Amount $ 4,879,134 3,078,195 5,165,440 5,122,901
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2],[3] $ 4,514,112 1,264,807 (534,350) 7,722,084
Adjustment to Non-PEO NEO Compensation Footnote
(b) Fair value or change in fair value
Compensation 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-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.
Compensation Actually Paid to CEO and non-CEO NEOs
CAP for the CEO and non-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-rounded numbers and then rounded to the nearest dollar.
CEO2020202120222023
SCT Total ($)5,647,670 6,445,146 3,470,982 4,540,362 
-Value of stock awards and option awards reported in SCT4,247,586 3,699,999 2,654,734 2,654,747 
-Change in pension value and Nonqualified Deferred Compensation reported in SCT1,010,681 — — — 
+Year-end value of awards granted in fiscal year that are unvested and outstanding7,132,586 1,429,354 1,485,367 2,071,443 
+Change in fair value of prior year awards that are unvested and outstanding155,911 (3,800,744)(76,644)(117,362)
+Fair market value of awards granted this year and that vested this year— — 9,883 10,955 
+Change in fair value (from prior year end) of prior year awards that vested this year(372,946)139,177 (215,375)(6,403)
-Prior year fair value of prior year awards that failed to vest this year— — — — 
+Service and prior service cost for pension plans293,457 307,833 217,712 172,042 
=Total Adjustments1,950,740 (5,624,380)(1,233,791)(524,072)
CAP ($)7,598,410 820,766 2,237,191 4,016,290 
Non-CEO NEO2020202120222023
Average SCT ($)5,122,901 5,165,440 3,078,195 4,879,134 
-Average value of stock awards and option awards reported in SCT3,999,378 2,657,792 2,071,922 3,151,935 
-Average change in pension value and Nonqualified Deferred Compensation reported in SCT480,022 347,475 — 93,105 
+Average year-end value of awards granted in fiscal year that are unvested and outstanding6,928,154 1,298,263 855,524 3,046,547 
+Average change in fair value of prior year awards that are unvested and outstanding296,961 (4,256,482)(121,002)(26,192)
+Average fair market value of awards granted this year and that vested this year12,197 8,747 3,038 4,038 
+Average change in fair value (from prior year end) of prior year awards that vested this year(355,907)46,199 (47,797)582 
-Average prior year fair value of prior year awards that failed to vest this year— — 553,875 258,250 
+Average service and prior service cost for pension plans197,178 208,750 122,646 113,293 
=Total Adjustments2,599,184 (5,699,789)(1,813,389)(365,021)
Average CAP ($)7,722,084 (534,350)1,264,807 4,514,112 
     
Compensation Actually Paid vs. Net Income
The relationship between CAP and Net Earnings is shown below.
3925
     
Compensation Actually Paid vs. Company Selected Measure
The relationship between CAP and Incentive Adjusted EBIT is shown below.

4003
     
Total Shareholder Return Vs Peer Group
The relationship between CAP, TSR and Peer Group TSR is shown below.
3860
     
Tabular List, Table
The following table lists our most important performance measures used to link CAP for our NEOs to Company performance in 2023. Incentive Adjusted ROIC is used to determine bonus payouts for each of the NEOs as described on page 43 and cumulative sales and EBIT margin % are used to determine 2023 PSU payouts for the NEOs as described on page 45.
Most important performance measures for 2023
Incentive Adjusted EBIT
Incentive Adjusted ROIC
Cumulative Sales for 2023 - 2025
Cumulative EBIT Margin % for 2023 - 2025
     
Total Shareholder Return Amount [4] $ 54 53 61 98
Peer Group Total Shareholder Return Amount [4] 174 124 150 141
Net Income (Loss) $ 134,000,000 $ 245,000,000 $ 178,000,000 $ (690,000,000)
Company Selected Measure Amount [5] 718,000,000 524,000,000 666,000,000 (1,047,000,000)
PEO Name Erik B. Nordstrom Erik B. Nordstrom Erik B. Nordstrom Erik B. Nordstrom
Additional 402(v) Disclosure
(c) Year-end stock price
For the portion of CAP that is based on year-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).
TSR and Peer Group TSRPeer Group TSR reflects the S&P Retail Index as reflected in our 2023 Annual Report pursuant to Item 201(e) of Regulation S-K for the fiscal year ended February 3, 2024.
     
Measure:: 1        
Pay vs Performance Disclosure        
Name Incentive Adjusted EBIT      
Non-GAAP Measure Description Company-Selected Measure
As discussed in the Compensation Discussion & Analysis on page 44, the NEOs’ bonus opportunity for 2023 was weighted heavily on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold, at 100% weighting for Erik and Peter Nordstrom and 75% weighting for all other NEOs.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Incentive Adjusted ROIC      
Measure:: 3        
Pay vs Performance Disclosure        
Name Cumulative Sales for 2023 - 2025      
Measure:: 4        
Pay vs Performance Disclosure        
Name Cumulative EBIT Margin % for 2023 - 2025      
PEO | Adjustment, Stock and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 2,654,747 $ 2,654,734 $ 3,699,999 $ 4,247,586
PEO | Adjustment, Change in Pension Value and Nonqualified Deferred Compensation Earnings [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 1,010,681
PEO | Adjustment, Value of Awards Granted, Unvested and Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,071,443 1,485,367 1,429,354 7,132,586
PEO | Adjustment, Change in Fair Value of Awards, Outstanding and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (117,362) (76,644) (3,800,744) 155,911
PEO | Adjustment, Fair Market Value of Awards Granted, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 10,955 9,883 0 0
PEO | Adjustment, Change in Fair Value of Prior Year Awards, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (6,403) (215,375) 139,177 (372,946)
PEO | Adjustment, Fair Value of Prior Year Awards, Failed to Vest [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
PEO | Adjustment, Service and Prior Service Cost for Pension Plans [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 172,042 217,712 307,833 293,457
PEO | Adjustment, Total [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (524,072) (1,233,791) (5,624,380) 1,950,740
Non-PEO NEO | Adjustment, Stock and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,151,935 2,071,922 2,657,792 3,999,378
Non-PEO NEO | Adjustment, Change in Pension Value and Nonqualified Deferred Compensation Earnings [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 93,105 0 347,475 480,022
Non-PEO NEO | Adjustment, Value of Awards Granted, Unvested and Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,046,547 855,524 1,298,263 6,928,154
Non-PEO NEO | Adjustment, Change in Fair Value of Awards, Outstanding and Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (26,192) (121,002) (4,256,482) 296,961
Non-PEO NEO | Adjustment, Fair Market Value of Awards Granted, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,038 3,038 8,747 12,197
Non-PEO NEO | Adjustment, Change in Fair Value of Prior Year Awards, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 582 (47,797) 46,199 (355,907)
Non-PEO NEO | Adjustment, Fair Value of Prior Year Awards, Failed to Vest [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 258,250 553,875 0 0
Non-PEO NEO | Adjustment, Service and Prior Service Cost for Pension Plans [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 113,293 122,646 208,750 197,178
Non-PEO NEO | Adjustment, Total [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (365,021) $ (1,813,389) $ (5,699,789) $ 2,599,184
[1]
(b) Fair value or change in fair value
Compensation 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-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.
[2]
(c) Year-end stock price
For the portion of CAP that is based on year-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).
[3]
(d) Compensation Actually Paid to CEO and non-CEO NEOs
CAP for the CEO and non-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-rounded numbers and then rounded to the nearest dollar.
[4]
(e) TSR and Peer Group TSR
Peer Group TSR reflects the S&P Retail Index as reflected in our 2023 Annual Report pursuant to Item 201(e) of Regulation S-K for the fiscal year ended 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.
[5]
(f) Company-Selected Measure
As discussed in the Compensation Discussion & Analysis on page 44, the NEOs’ bonus opportunity for 2023 was weighted heavily on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold, at 100% weighting for Erik and Peter Nordstrom and 75% weighting for all other NEOs.