UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.__)

    Filed by the Registrant

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Check the appropriate box:

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Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

Nordstrom, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Table of Contents

1617 Sixth Avenue, Seattle, Washington 98101

April 28, 2023

Dear Shareholder,

In 2022, we marked 121 years since John W. Nordstrom opened the downtown Seattle shoe store that would become Nordstrom as we know it today. 121 years may seem like an arbitrary milestone, but in an industry that’s constantly reinventing itself, you learn not to take a single day for granted.

Our company has navigated this ever-shifting landscape by focusing on a collective purpose: to help customers feel good and look their best. While we’ve continually sought out new ways to deliver on this promise, the commitment at its core has not wavered — our dedication to customer service unites teams across our business, informs the decisions we make and keeps us moving forward toward a common goal.

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 of our supply chain and sharpen our focus on driving top- and bottom-line growth at Nordstrom Rack. Thanks to efforts from teams across our business, we did those things — even as we navigated a volatile macroeconomic environment and adjusted to changing consumer habits.

While we’re proud of our people for the hard work they put in on behalf of our customers, our 2022 results fell short of our expectations. As leaders, we take accountability for that, and we are committed to driving more profitable long-term growth in the year ahead.

We are entering 2023 with a clear understanding of how and where we must make progress and are acting with urgency to ensure we do. In addition to continuing to improve the customer experience, we are focused on three specific priorities to drive better financial performance: 1) improving Nordstrom Rack performance; 2) increasing our inventory productivity; and 3) continuing to advance our supply chain optimization initiatives.

We are also looking across our business and operations to ensure we are deploying our financial resources and talent against the opportunities where we are best positioned to win. With this in mind, we made the difficult decision to wind down our Canadian business to simplify our operations and increase our focus on our core U.S. business. Decisions like this are never easy, but we are confident this change will put us on stronger footing in the years ahead.

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 of our brand partners, our customers and you, our shareholders, we look forward to all we’ll accomplish in the year ahead. Thank you for your confidence, your trust and your commitment to our company’s future.

Sincerely,

   

Bradley D. Tilden

Chairman of the Board

   
     

Erik B. Nordstrom

Chief Executive Officer

 

Peter E. Nordstrom
President & Chief Brand Officer

 

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1617 Sixth Avenue, Seattle, Washington 98101

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

 

 

 

 

 

 

WHEN

WHERE

RECORD DATE

June 6, 2023

www.cesonlineservices.com/jwn23_vm

April 10, 2023

9:00 a.m. Pacific Daylight Time

   

Items of Business

To vote on the following proposals:

1

To elect eleven directors to serve until the 2024 Annual Meeting of Shareholders and until their successors have been duly elected and qualified

2

To ratify the appointment of Deloitte as our Independent Registered Public Accounting Firm to serve for the fiscal year ending February 3, 2024

3

To conduct an advisory vote regarding the compensation of our Named Executive Officers

4

To conduct an 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

To conduct an advisory vote on the extension of the Company’s shareholder rights plan until September 19, 2025

8

To transact any other business that may properly come before the Annual Meeting and any adjournment or postponement thereof

You are eligible to vote before the Annual Meeting, during the live webcast of the Annual Meeting and any adjournment or postponement thereof, if you were a shareholder of record at the close of business on April 10, 2023. There were 161,423,792 shares of our Common Stock issued and outstanding as of the Record Date. Holders of our Common Stock are entitled to cast one vote per share on each proposal. For further information on how to participate in the meeting, please see Frequently Asked Questions and Answers About the Annual Meeting beginning on page 88 in the Proxy Statement accompanying this Notice.

YOUR VOTE IS VERY IMPORTANT. Whether or not you intend to participate virtually in the Annual Meeting via remote communication, you are encouraged to vote in advance of the meeting. Submitting your proxy now will not prevent you from voting your shares during the meeting, as your proxy is revocable at your option. When you vote, please have available the 16-digit control number found on your proxy card.

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

You may vote in advance of the meeting by any of the following methods:

Online

Access the website shown on your proxy card or voting instruction form and follow the instructions.

Mail

Sign, date and return your proxy card or voting instruction form to the mailing address shown on your proxy card.

Toll-free Phone

Call the toll-free telephone number shown on your proxy card or voting instruction form and follow the instructions.

Scanned QR Code

Your proxy card or voting instruction form may contain a QR code that will allow you to vote using your mobile phone.

You may only participate in the virtual Annual Meeting by registering in advance at www.cesonlineservices.com/jwn23_vm prior to the deadline of 9:00 a.m. Pacific Daylight Time on June 5, 2023. Please have your voting instruction form, proxy card or other communication containing your control number available and follow the instructions to complete your registration request. Upon completing registration, participants will receive further instructions via email, including unique links that will allow them to access the Annual Meeting and will permit them to submit questions during the Annual Meeting.

Seattle, Washington

April 28, 2023

By order of the Board,

Ann Munson Steines

Corporate Secretary

If you have any questions or require any assistance regarding our Annual Meeting, please contact our proxy solicitor:

Innisfree M&A Incorporated

Shareholders may call toll-free +1 (877) 750-8312

Banks and Brokers may call collect +1 (212) 750-5833

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 6, 2023

The accompanying Proxy Statement and the 2022 Annual Report are available at the Investor Relations Website.

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements regarding matters that are not historical facts, and are based on our management’s beliefs and assumptions and on information currently available to our management. A forward-looking statement is neither a prediction nor a guarantee of future events or circumstances, and those future events or circumstances may not occur. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “pursue,” “going forward” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements are detailed in the Company’s 2022 Annual Report and in subsequent filings. These forward-looking statements are not guarantees of future performance and speak only as of the date made, and, except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information or future circumstances.

 

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INDEX OF KEY TERMS

Term

Definition

2022 Annual Report

Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended January 28, 2023

2025 Corporate Social Responsibility Goals

Our 2025 Corporate Social Responsibility goals at nordstromcares.com

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

CD&A

Compensation Discussion & Analysis

CAO

Chief Accounting Officer

CEO

Chief Executive Officer

CFO

Chief Financial Officer

CGNC

Corporate Governance and Nominating Committee of the Board

Chairman

Our Board Chairman, a non-Executive position

Common Stock

Nordstrom common stock

CPCC

Compensation, People and Culture Committee of the Board

DDCP

Nordstrom Directors Deferred Compensation Plan

Deloitte

Deloitte & Touche LLP

Diversity, Inclusion and Belonging Goals

Our Diversity, Inclusion and Belonging goals at nordstrom.com/diversity

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 non-GAAP financial measure)

Incentive Adjusted ROIC

Incentive Adjusted Return on Invested Capital (a non-GAAP financial measure)

Investor Relations Website

Our investor relations website, found at investor.nordstrom.com

IRC

Internal Revenue Code

Lease Standard

Accounting Standards Update 2018-11, Leases

LTI

Long-Term Incentives

NDCP

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

April 10, 2023

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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PROXY SUMMARY

You have received these proxy materials because the Board is soliciting your proxy to vote your shares during the 2023 Annual Meeting of Shareholders. This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider in deciding how to vote your shares, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement. Please refer to our Index of Key Terms on page 5 for the meaning of certain terms used in this Proxy Statement.

This Proxy Statement and the related proxy materials were first released to shareholders and made available on the internet on April 28, 2023. Shareholders who held shares as of the close of business on the Record Date may attend the virtual meeting at www.cesonlineservices.com/jwn23_vm so long as they register prior to the deadline of 9:00 a.m. Pacific Daylight Time on June 5, 2023.

Proposal No. 1 – Election of Directors (page 25)

Nominee Demographics

 

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PROXY SUMMARY

Board Attendance

 

Board Committees Chaired by Women

 

Board Refreshment

 

Nominee Age

 

 

Relevant Skills and Experience

The nominees possess a balance of leadership experiences, diverse perspectives, strategic skill sets and professional expertise that are essential in furthering our business strategy and objectives, including:

Retail Industry

                     

     

CEO Experience

         

                       

7

                             

5

         

Marketing & Customer Experience

             

     

Financial Expertise

       

                               

9

                           

9

   

Online Scale & Growth

                     

     

Technology Expertise

       

                                   

10

                   

6

       

Risk & Crisis Management

             

     

Diversity, Equity, Inclusion & Belonging

 

                           

8

                           

6

       

Business Transformation

         

                         
                                   

10

                             

The Board recommends a vote FOR each Director nominee.

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PROXY SUMMARY

Proposal No. 2 – Ratification of Independent Accountants (page 34)

Qualified and Experienced Independent Auditors

   Deloitte is an independent registered accounting firm that has served Nordstrom for more than 50 years.

   The firm’s expertise and fees are appropriate for the scope of the Company’s needs.

The Board recommends a vote FOR this proposal.

Proposal No. 3 – Advisory Vote Regarding Executive Compensation (page 70)

Compensation Aligned with Performance

   Our executive compensation program aligns with our strategy and our pay-for-performance philosophy.

   We deliver the majority of compensation through a pay-for-performance framework where incentives are based on achieving results. Approximately 85% of our CEO’s fiscal 2022 target compensation was variable or linked to our financial or market results.

   Our Incentive Adjusted EBIT achievement missed our threshold of $906 million and Incentive Adjusted ROIC missed the threshold of 11.0%, resulting in a 0% bonus payout.

Fiscal Year 2022 Target Compensation

 

CEO and
President & Chief Brand Officer

     

Average of all Other NEOs

   
   

     

   
   

85%

     

73%

   
   

Performance Based

     

Performance Based

   

The Board recommends a vote FOR this proposal.

 

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PROXY SUMMARY

Proposal No. 4 – Advisory Vote Regarding the Frequency of Future Advisory Votes on Executive Compensation (page 71)

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;

   performance-based cash awards under the Company’s Executive Management Bonus Plan; and

   long-term incentive grants under the 2019 Equity Incentive Plan.

Holding an annual advisory vote on executive compensation would continue 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.

Proposal No. 5 – Approval of Amended and Restated 2019 Equity Incentive Plan (page 72)

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 15,000,000 shares, which we expect to last 2-3 years.

The Board recommends a vote FOR this proposal.

Proposal No. 6 – Approval of Amended and Restated Employee Stock Purchase Plan (page 77)

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 3,500,000 shares.

The Board recommends a vote FOR this proposal.

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PROXY SUMMARY

Proposal No. 7 – Advisory Vote on the Extension of the Company’s Shareholder Rights Plan Until September 19, 2025 (page 79)

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 Companys 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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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

 

3

     

INDEX OF KEY TERMS

 

5

     

PROXY SUMMARY

 

6

     

CORPORATE GOVERNANCE

 

12

Our Corporate Governance Framework

 

12

Board Responsibilities, Leadership Structure and Role in Risk Oversight

 

12

Board Oversight of ESG Issues

 

13

Director Independence

 

14

Chairman of the Board and Presiding Director

 

14

Director Elections

 

14

Management Succession Planning

 

15

Board Committees and Charters

 

15

Board Meetings and Attendance

 

18

Director Compensation and Stock Ownership Guidelines

 

18

Compensation Committee Interlocks and Insider Participation

 

20

Codes of Business Conduct and Ethics

 

20

Hedging and Pledging Policies

 

20

Shareholder Engagement

 

20

Website Access to Corporate Governance Documents

 

20

     

ESG ISSUES

 

21

Diversity, Equity, Inclusion and Belonging

 

21

Corporate Social Responsibility

 

22

     

PROPOSAL 1: ELECTION OF DIRECTORS

 

25

     

AUDIT AND FINANCE COMMITTEE REPORT

 

33

     

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

34

     

EXECUTIVE OFFICERS

 

35

     

COMPENSATION OF EXECUTIVE OFFICERS

 

37

Compensation, People and Culture Committee Report

 

37

Compensation Discussion and Analysis

 

37

Summary Compensation Table

 

48

Grants of Plan-Based Awards in Fiscal Year 2022

 

50

Outstanding Equity Awards at Fiscal Year End 2022

 

53

Option Exercises and Stock Vested in Fiscal Year 2022

 

56

Pension Benefits

 

56

Fiscal Year 2022 Pension Benefits Table

 

57

Nonqualified Deferred Compensation

 

58

Fiscal Year 2022 Nonqualified Deferred Compensation Table

 

58

Potential Payments Upon Termination or Change in Control

 

59

Pay Ratio Disclosure

 

65

     

PAY VERSUS PERFORMANCE DISCLOSURE

 

66

     

PROPOSAL 3: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

 

70

     

PROPOSAL 4: ADVISORY VOTE REGARDING THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

 

71

     

PROPOSAL 5: APPROVAL OF AMENDMENT TO THE NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN

 

72

     

PROPOSAL 6: APPROVAL OF THE NORDSTROM, INC. AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

 

77

     

PROPOSAL 7: ADVISORY VOTE ON THE EXTENSION OF THE COMPANY’S SHAREHOLDER RIGHTS PLAN UNTIL SEPTEMBER 19, 2025

 

79

     

EQUITY COMPENSATION PLANS

 

83

     

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

84

Beneficial Ownership Table

 

84

Delinquent Section 16(a) Reports

 

86

     

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

86

Review and Approval Process

 

86

Related Party Transactions

 

87

     

OTHER MATTERS

 

87

     

2024 ANNUAL MEETING OF SHAREHOLDERS INFORMATION

 

87

Requirements and Deadlines for Submission of Proxy Proposals, Nomination of Directors, and Other Business of Shareholders

 

87

     

FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

 

88

     

APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES

 

A-1

     

APPENDIX B: NORDSTROM, INC. AMENDED & RESTATED 2019 EQUITY INCENTIVE PLAN

 

B-1

     

APPENDIX C: NORDSTROM, INC. AMENDED & RESTATED EMPLOYEE STOCK PURCHASE PLAN

 

C-1

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CORPORATE GOVERNANCE

Our Corporate Governance Framework

Since its founding, our Company’s leaders and employees have always sought to maintain the highest ethical standards in every aspect of our business. Our corporate governance framework is designed to support this tradition of integrity, trust and unyielding commitment to doing the right thing, which has served our customers and shareholders well over the years. Our corporate governance framework, more fully discussed on the following pages, includes the following highlights:

Corporate Governance

9 of 11 Director Nominees are Independent

Independent Chairman

Regular Executive Session of Independent Directors

Committees Comprised Only of Independent Directors

All Audit & Finance Committee
Members are SEC “Audit
Committee Financial Experts”

Annual Evaluations of Board, Committees and Directors

Authority to Hire Independent Consultants and Experts

Shareholder Rights

Annual Election of all Directors

Majority Vote Standard for Director Elections

Each Share of Common Stock is Entitled to One Vote

Shareholders of 10%+ Entitled to Call Special Meetings

Annual Say-on-Pay Advisory
Vote

Open Communications with Directors

Regular Outreach and Engagement of Shareholders

Compensation

Pay-for-Performance Philosophy
Guides Executive Compensation

Stock Ownership Policy for Directors and Executive Officers

Executive Compensation
Clawback Policy

Hedging and Pledging Policies

Independent Compensation Consultant Engaged by Compensation, People and
Culture Committee

Strategy and Risk

Company Strategy Oversight by Board

Risk Oversight by Board and Committees Aligned with Company Strategy

Regular Risk Management
Reports to Board and
Committees

Compensation Program Designed to Reduce Undue Risk

Annual Strategy Planning Meeting

Board Oversight of Chief Executive Officer and Management Succession Planning

Board Responsibilities, Leadership Structure and Role in Risk Oversight

The Board oversees, counsels and directs management in promoting the long-term interests of the Company and our shareholders. The Board’s responsibilities include:

   determining the appropriate structure for the senior leadership of the Company;

   selecting and evaluating the performance of the CEO;

   planning for succession with respect to the position of the CEO and monitoring and providing input with respect to management’s succession planning for other senior executives;

   reviewing and approving our major financial objectives, our strategic and operational plans and other significant actions;

 

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CORPORATE GOVERNANCE

   monitoring the conduct of our business and the assessment of our business risks to promote the proper management of the business;

   overseeing the management of cybersecurity, including oversight of appropriate risk mitigation strategies, systems, processes and controls; and

   overseeing the processes for maintaining integrity with regard to our financial statements and other public disclosures, and compliance with laws and our Codes of Business Conduct and Ethics.

At this time, the Board believes different people should hold the positions of Chairman and CEO, as this may strengthen corporate governance, aid in the Board’s oversight of management and aid in the Board’s oversight and management of risk. Currently, Brad Tilden serves as Chairman and Erik Nordstrom serves as the CEO. The CEO is responsible for day-to-day leadership and performance of the Company, while the Chairman provides guidance to the CEO and presides over the full Board.

The full Board has primary responsibility for oversight of risk management and has assigned to the Board’s standing Committees the task of focusing on the specific risks inherent in their respective areas of oversight. The full Board:

   considers and determines the Company’s risk appetite, which is the amount of risk the organization is willing to accept;

   oversees management’s implementation of an appropriate system to manage risks (i.e., to identify, assess, mitigate, monitor and communicate these risks) and monitors the effectiveness of this process as the business environment changes;

   provides risk oversight through the Board’s committee structure and processes; and

   directly manages certain risks, in particular, the risks associated with the Company’s strategic direction, which are reviewed at an annual strategy planning meeting and periodically throughout the year.

The Company has a comprehensive, structured approach to managing risks, which are identified, assessed, prioritized and managed at all levels within the Company through an enterprise risk management process which is aligned with the Company’s strategy. Within this framework, management is responsible for assessing and managing the Company’s exposure to risks. Management regularly reports on risks to the relevant Committee or the Board. The Board and its Committees discuss the various risks confronting the Company throughout the year, particularly when reviewing operating and strategic plans and when considering specific actions for approval. The risks are classified into four major categories: Strategic, Compliance, Operational and Financial, and are mapped for appropriate management and Board (and Committee) oversight.

Through the risk oversight process, the Board:

   obtains an understanding of the risks inherent in the Company’s strategy and management’s execution of the strategy within the agreed risk appetite;

   accesses useful information from internal and external sources about the critical assumptions underlying the strategy;

   is alert for possible dysfunctional behavior within the organization which might lead to excessive risk taking;

   provides input to executive management regarding critical risk issues on a timely basis; and

   encourages open communication and appropriate escalation of reporting of risk throughout the enterprise, striving to ensure that risk management is part of the corporate culture.

The Board’s leadership structure and the collective knowledge and experience of its members promotes a broad perspective, open dialogue and useful insights regarding risk, thereby increasing the effectiveness of the Board’s role in risk oversight.

Board Oversight of ESG Issues

The Board views effective oversight and management of ESG issues and their associated risks as vital to the Company’s ability to execute its business strategy and achieve sustainable long-term growth. The Board coordinates with its Committees to provide active Board and Committee level oversight of the Company’s ESG risks. Specifically:

Our Board views effective
oversight and management
of ESG issues as vital to the
Company’s long
-term
growth.

 

   The Board oversees ESG risks as part of its oversight of the Company’s business, strategy and enterprise risk management. As part of this oversight, the Board and its Committees receive regular reports on ESG-related matters, such as updates on the Company’s progress towards its sustainability and corporate social responsibility goals, status updates on the Company’s Diversity, Inclusion and Belonging Goals, reports on any ESG-related engagements with shareholders, and information on recent ESG developments, so that the Board can ensure that any material ESG risks and opportunities are appropriately integrated into the Company’s long-term strategy.

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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.

   The CPCC is charged with providing feedback on the development, implementation and effectiveness of the Company’s policies, strategies and programs relating to human capital management, including but not limited to, talent management, workplace health and safety, cultural initiatives, employee engagement and employee surveys, and diversity, inclusion and belonging initiatives. The CPCC has been integral in allowing the Company to continue adapting to the ever-evolving challenges presented by the pandemic, including overseeing our efforts to offer employees flexible work models, new wellness and mental health resources and to ensure our frontline employees feel supported with the safest possible work environments, all of which have allowed our employees to focus on serving the needs of our customers.

   The AFC is charged with reviewing and discussing with management the risks faced by the Company and the policies, guidelines and process by which management assesses and manages the Company’s risks, including the Company’s major financial risk exposures, which include risks related to ESG matters, and the steps management has taken to monitor, control and manage such exposures. The AFC shall also receive periodic reports from management on the Company’s ESG reporting, data and disclosures and shall discuss with management related controls and procedures.

To learn more about our ESG initiatives, please refer to our most recent corporate social responsibility report and other information available on our website at nordstrom.com/browse/nordstrom-cares. The information contained or referred to on our website is not deemed to be incorporated by reference into this Proxy Statement unless otherwise expressly noted.

Director Independence

A Director is considered independent when our Board affirmatively determines the Director has no material relationship with the Company, other than as a Director. Our Board makes this determination in accordance with the standards set forth in our Corporate Governance Guidelines, which are consistent with the listing standards of the NYSE and SEC rules. In making this determination, the Board considers existing relationships between the Company and the Director, whether directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. The Board has affirmatively determined that each of the Director nominees, except Erik Nordstrom and Peter Nordstrom, is independent within the meaning of the listing standards of the NYSE, SEC rules and the Company’s Corporate Governance Guidelines.

Chairman of the Board and Presiding Director

The Company has a Chairman of the Board who is also an independent Director and who serves as the Presiding Director within the meaning of the listing standards of the NYSE. Currently, Bradley D. Tilden serves as the Company’s Chairman.

The Chairman is appointed annually by the Board. As described in the Company’s Bylaws, Corporate Governance Guidelines and the charter of the CGNC, the Chairman:

   presides at meetings of the Board;

   assists in establishing the agenda for each Board and Board Committee meeting;

   serves as the Presiding Director to lead executive sessions at each meeting of the Board in which only independent Directors participate;

   calls special meetings of the Board and/or the shareholders;

   provides input and support to the Chair of the CGNC on nominees to fill vacant Board seats and the selection of Committee Chairs and membership on Board Committees;

   advises the CEO and other members of the executive team on matters such as strategic direction, corporate governance and overall risk assessment; and

   performs other duties as the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.

Director Elections

The Company’s Bylaws provide that, in an uncontested election, a Director nominee will be elected if the number of votes cast for the nominee’s election exceeds the other votes cast in connection with such nominee’s election at a meeting at which a quorum is present. An incumbent Director nominee who fails to receive the requisite votes for election will continue to serve as a Director until the earlier of: (i) 90 days from the date on which the voting results of the election are determined; or (ii) the date on which an individual is selected by the Board to fill the position held by such Director. In any election which is a contested election (meaning that we received a nomination notice from a shareholder), the standard for election of Directors is a plurality of the votes cast by holders of shares entitled to vote in the election at a meeting.

 

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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.

Management Succession Planning

The Board and management believe that one of their primary responsibilities is to ensure the Company has the appropriate leadership to effectively deliver upon its business commitments. The Company’s management is actively engaged and involved in leadership development, having regular discussions of the leadership capabilities of the organization and the attraction, development and retention of critical talent to promote future success. In addition to the Company’s regular review of leadership capabilities, the Board annually conducts a detailed review of the talent strategies for the entire organization and reviews succession plans for senior leadership positions, including that of the CEO. The Board reviews high-potential employees, evaluates plans to develop their management and leadership capabilities and sanctions the strategies used to deploy these individuals most effectively. In addition to the annual review, succession is regularly discussed in executive sessions of the Board and in Board Committee meetings, as applicable. Directors become familiar with potential successors for key leadership positions through various means, including the comprehensive annual talent and succession review, Board meeting presentations and less formal interactions throughout the course of the year.

Our entire Board is responsible for implementing succession procedures for the CEO. We believe the Board, led by our Chairman, should collaborate with the CEO on the critical aspects of the succession planning process, including establishing selection criteria, identifying and evaluating candidates and making management succession decisions. The Board has procedures in place to respond to an unexpected vacancy in the CEO position, including a detailed review of the succession plan annually by the Board. It is the Board’s practice to be prepared for a planned or unplanned change in leadership in order to ensure the stability of the Company.

Board Committees and Charters

The Board has four standing Committees: Audit and Finance Committee (“AFC”); Compensation, People and Culture Committee (“CPCC”); Corporate Governance and Nominating Committee (“CGNC”); and Technology Committee (“TC”). Each Committee has a Board-approved charter which is reviewed annually by the respective Committee. Recommended changes to the charter, if any, are submitted to the CGNC and the Board for approval. The Board makes Committee and Committee Chair assignments annually at the Board meeting held in tandem with the Annual Meeting, although further changes to Committee assignments may be made from time to time as deemed appropriate by the Board. The Board has determined that the Chairs and all Committee members are independent under the applicable NYSE rules. Committee charters and current Committee membership are posted on our Investor Relations Website.

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

As more fully described in its charter, the primary responsibilities of the AFC are to assist the Board in fulfilling its oversight responsibility by:

   reviewing the Company’s financial statements and ensuring the integrity of those statements;

   evaluating the accounting, auditing and financial reporting processes of the Company;

   managing business and financial risk and the internal controls environment;

   assessing the Company’s compliance with legal and regulatory requirements and ethics programs as established by management and the Board, in conjunction with any recommendations by the CGNC with respect to corporate governance standards; and

   reviewing the reports resulting from the performance of audits by the independent auditor and the internal audit team.

In addition, the AFC provides financial oversight by:

   evaluating the qualifications, independence and performance of the Company’s independent auditors;

   assessing performance of the Company’s internal audit team;

   advising on the Company’s capital structure, financial policies, capital investments, business and financial planning and related matters;

   reviewing the Company’s tax strategies and the implications of actual or proposed tax law changes;

   overseeing the Company’s dividend payment and share repurchase strategies, banking relationships, borrowing facilities and cash management; and

   monitoring the Company’s compliance with covenants under its outstanding indebtedness and borrowing facilities.

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CORPORATE GOVERNANCE

The Audit and Finance
Committee provides
financial oversight of the
Company’s management,
internal audit function and
independent auditors.

 

The AFC regularly reviews enterprise level risks (including commercial, supply chain and cybersecurity risks), compliance with laws and regulations, and audit results for corporate social responsibility metrics. The AFC also meets privately and separately with the independent registered public accounting firm, the CFO and the Vice President, Internal Audit.

In addition to meeting the independence requirement for audit committee members, the Board has determined that each current member of the AFC also meets the financial literacy and experience requirements contained in the corporate governance listing standards of the NYSE. While the members of the AFC are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or accounting, the Board has determined that all AFC members qualify as “audit committee financial experts” under the regulations of the SEC.

   

Compensation, People and Culture Committee

As more fully described in its charter, the primary responsibilities of the CPCC are to assist the Board in fulfilling its oversight responsibility by:

   developing the overall compensation philosophy for the Company’s Executive Officers in light of the Company’s goals and objectives. The Executives are referenced in the Executive Officer section beginning on page 35 and include the NEOs shown in the CD&A on page 37 and other business unit presidents and Company executives with responsibility for major organizational functions who report to the CEO or other senior executives;

   selecting performance measures aligned with the Company’s business strategy;

   administering the Company’s cash and equity-based compensation plans for executives;

   annually evaluating the corporate goals and objectives relative to the compensation for executives, and evaluating the executive officers’ performance in light of these goals and objectives;

 

Our Compensation, People
and Culture Committee
oversees our strategies and
goals relating to the
development of our
employees throughout the
organization.

   

   administering benefit plans, retirement and deferred compensation or other perquisites offered to the Executive Officers and other eligible employees;

   assessing risk relating to compensation; and

   overseeing key talent initiatives such as diversity, inclusion and belonging.

The CPCC has the sole authority to retain such consultants and advisors as it may deem appropriate and to approve related fees and other retention terms. The CPCC has retained Semler Brossy, an independent compensation consulting firm, to advise the CPCC on executive compensation and benefit matters. Semler Brossy provides services only as directed by the CPCC. During fiscal year 2022, Semler Brossy’s services included a review of executive pay programs, a review of the compensation peer group and other pay-related matters specific to the CPCC’s charter. The CPCC has determined that Semler Brossy is independent under the rules of the NYSE and that its work for the CPCC does not raise any conflict of interest.

A consultant from Semler Brossy attends CPCC meetings and supports the CPCC by providing independent expertise on market practices and trends in executive compensation within the general industry and the peer group defined for such purposes. Additionally, the consultant provides advice regarding the composition of the Company’s peer group and analysis of peer group practices for base salary, performance-based bonus, LTIs and other compensation elements and advice on management’s proposed levels of executive compensation. Semler Brossy also advises the CPCC on compensation program design, including incentive structure, stock ownership guidelines, regulatory requirements related to executive compensation, plans submitted to shareholders for approval, governance responsibilities and such other matters as assigned by the CPCC from time to time as necessary to carry out its responsibilities under its charter.

 

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Corporate Governance and Nominating Committee

As more fully described in its charter, the primary responsibilities of the CGNC are to assist the Board in fulfilling its oversight responsibility by:

   evaluating potential nominees for election to the Board and determining the composition of Board Committees;

Our Corporate Governance
and Nominating Committee
regularly reviews best
practices to ensure the
proper functioning of the
Board and its Committees.

 

   evaluating possible conflicts of interest of Board members and the Company’s Executive Officers;

   approving the Company’s Corporate Governance Guidelines;

   establishing the corporate governance standards contained in the Company’s Codes of Business Conduct and Ethics;

   advising on policies and practices of the Company in the area of corporate governance;

   evaluating and recommending to the Board the form and amount of Director compensation;

   performing the annual performance evaluation of the Board, the Directors and each Committee of the Board; and

   overseeing succession procedures to be followed in the case of an emergency or the retirement of the CEO.

 

Technology Committee

As more fully described in its charter, the primary responsibilities of the TC are to assist the Board in fulfilling its oversight responsibility by:

Our Technology
Committee meets
quarterly to oversee
strategy and risks related
to cybersecurity,
technology and data
governance.

 

   advising on the Company’s technology strategy;

   overseeing the Company’s technology acquisition and development process to ensure ongoing business growth;

   evaluating the Company’s data management and automation processes and measurement and tracking systems;

   reviewing the Company’s technology risk management, including but not limited to the Company’s policies and safeguards for information technology, information security, prevention and detection of technology-based fraud, cybersecurity, data security and privacy, as well as risks and incidents with respect to information technology and data security;

   reviewing the efficacy of the Company’s cybersecurity policies, controls and procedures; and

   overseeing material technology investments.

With the oversight of the TC:

   in addition to the Payment Card Industry Data Security Standard (PCI-DSS), Systems and Organization Controls 2 (SOC2) and Sarbanes-Oxley Act (SOX) assessments, the Company’s information security program has been assessed by a third-party advisor each of the last four years to evaluate team maturity and to evaluate any improvements or opportunities;

   the Company delivers training on various information security and privacy topics on an annual basis to all employees, with additional technical security training provided to engineers and technology workers. The Company’s compliance team maintains and delivers the training program and tracks completion against compliance targets; and

   phishing exercises and security awareness campaigns are also designed and delivered periodically throughout the year to all employees.

The TC also regularly reviews any information technology and data security incidents as a standing agenda item each time the TC meets.

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CORPORATE GOVERNANCE

Board Meetings and Attendance

The Board held seven formal meetings during fiscal year 2022, one of which was devoted principally to Company strategy. During the past fiscal year, the AFC held eight formal meetings and the CPCC, CGNC and TC each held four formal meetings. Each Director attended at least 75% of the aggregate of all formal meetings of the Board and the Committees on which they served during the year and overall attendance at formal meetings, on a combined basis, was 99%. Independent members of the Board met at each formal meeting of the Board in executive session without management present. Directors are expected to attend the Annual Meeting of Shareholders, if practicable. All Directors who were Directors at the time of the 2022 Annual Meeting of Shareholders attended the 2022 Annual Meeting of Shareholders.

 

Director Compensation and Stock Ownership Guidelines

The Company’s pay-for-performance philosophy for Director compensation reflects the Board’s belief that payment of a majority of the Director fees in the form of Common Stock aligns the interests of Directors with the interests of the Company’s shareholders and enhances Director compensation when the Company performs well. The Board believes the Director fees paid by the Company should be competitive with other companies having similar characteristics. Employee Directors of the Company are not paid any fees for serving as members of the Board. Non-employee Director compensation is discussed in this section.

Non-Employee Director Annual Compensation Elements for 2022

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 date value of Director Equity Grant of Common Stock

150,000

Grant date value of Chairman of the Board Equity Grant of Common Stock

200,000

* Directors may elect to take some or all of their cash retainer fees in Common Stock.

Our Directors are required to
hold stock having a value of
at least $450,000, in excess
of 5x the annual cash
retainer, by their fifth
anniversary of joining the
Board.

 

Under the Director stock ownership guidelines, Directors are currently required to own Common Stock having a value of at least $450,000, in excess of five times the annual Director cash retainer, by their fifth anniversary of joining the Board. As of the Record Date, each nominee for election at the Annual Meeting had either satisfied this obligation or had time remaining to do so. Under the Company’s policy, a Director is deemed to be in compliance with the stock ownership guidelines once their holdings of Common Stock meet or exceed the threshold, and will remain in compliance, notwithstanding any decline in the value of Common Stock, unless and until the Director sells shares.

Changes for 2023

No changes were made to Director compensation elements for 2023.

 

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CORPORATE GOVERNANCE

Non-Employee Director Summary Compensation Table

During the fiscal year ended January 28, 2023, non-employee Directors of the Company received the following compensation for their services:

Name

Retainers
Earned
or Paid in Cash
($)(a)(b)

Stock
Awards
($)(b)(c)

All Other
Compensation
($)(d)

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 January 28, 2023.

(a) Retainers Earned or Paid in Cash

The amounts reported reflect the cash retainer paid to each non-employee Director, whether or not such retainers were deferred. Stacy Brown-Philpot received $15,000 in cash for service as Chair of the TC. James Donald received $30,000 in cash for service as Chair of the AFC. Glenda McNeal received $15,000 in cash for service as Chair of the CGNC. Mark Tritton received $20,000 in cash for service as Chair of the CPCC.

(b) Deferred Compensation Program

Non-employee Directors may elect to defer all or a part of their cash retainers and stock awards under the DDCP. Directors are required to make advance elections to defer the receipt of retainers or stock awards, and all deferral elections generally are irrevocable. Directors are also required to make advance elections about the form and timing of distribution of their deferred cash retainers or stock awards.

In 2022, cash deferrals could be directed among 9 deemed investment alternatives and gains and losses for cash deferrals were posted to the Director’s account daily based on their investment elections. In addition, plan participants were offered a fixed rate option of 4.36% in 2022, which was not subsidized by the Company, but rather was a rate based on guaranteed contractual returns from a third-party insurance company provider. Deferred stock awards are credited to the Director’s account as units. Each unit in the DDCP is equal in value to the price of one share of Common Stock. Each deferred unit is credited with dividends, in the form of additional units, to the same extent as a share of Common Stock.

During the fiscal year ended January 28, 2023, Stacy Brown-Philpot deferred 100% of her stock award into the DDCP, Glenda McNeal deferred 100% of her cash retainer into the DDCP and Bradley Tilden deferred 100% of his cash retainer and 100% of his stock award into the DDCP.

(c) Stock Awards

The amounts reported reflect the grant date fair value associated with each Director’s stock awards. Director stock awards are generally made on the first open trading day following the Annual Meeting. Fractional shares are not awarded or paid in cash. In recognition of the significant time and attention in performing the duties required of the position, our Chairman of the Board is annually awarded an additional stock award having a grant date value of $200,000.

(d) All Other Compensation

All Directors, their spouses and eligible children may participate in the Company’s employee merchandise discount program. The program provides a discount of 33% for purchases at Nordstrom stores and Nordstrom.com and 20% for purchases at Nordstrom Rack stores, NordstromRack.com and our restaurants. A 40% discount is available at certain times of the year on specific merchandise. The merchandise discount provided to the Directors is the same as for all other eligible management and high-performing non-management employees. During the fiscal year ended January 28, 2023, All Other Compensation consisted only of merchandise discounts for all Directors.

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CORPORATE GOVERNANCE

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended January 28, 2023, no member of the CPCC was an employee or officer of the Company or any of its subsidiaries or had any relationship otherwise requiring disclosure.

Codes of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our CEO, CFO, CAO and persons performing similar functions. We have also adopted a Directors’ Code of Business Conduct and Ethics that applies to all of our non-employee Directors. Copies of each of these codes are posted on our Investor Relations Website. A grant of a waiver from a provision of the codes requiring disclosure under applicable SEC rules, if any, will be disclosed on our Investor Relations Website.

Hedging and Pledging Policies

Our insider trading policy prohibits Directors and Executive Officers from engaging in hedging or short sale transactions with respect to the Company’s Common Stock. With respect to pledging of Common Stock, our insider trading policy also subjects Directors and Executive Officers to a pre-clearance requirement and other restrictions, including that pledged shares may not be counted toward the Company’s stock ownership guidelines. Employees who are not Executive Officers or certain other key insiders are not covered by these policies. Our Executive Officers, in the aggregate, have less than 0.1% of the Company’s outstanding shares pledged to third parties.

Shareholder Engagement

Nordstrom recognizes the value of, and is committed to engaging with, our shareholders, as our relationship with the investment community is an important part of our success. Our engagement efforts allow us to better understand our shareholders’ priorities and provide us with critical input about the issues that matter most to them. These conversations provide invaluable insight into our shareholders’ perspectives, and the Board and its Committees take into account shareholder views and ideas, among other considerations, when making decisions relating to the Company’s business and long-term strategy.

We also conduct outreach throughout the year to ensure we understand and are aware of the issues that matter most to our shareholders and are able to address them appropriately. Throughout this past year, the Company interacted with the investment community and provided access to select members of management through its participation in a series of investor conferences, meetings hosted by sell-side investment analysts, management-hosted store tours and governance meetings.

We plan to continue engagement and outreach with the investment community as we seek to further enhance our understanding of shareholder priorities.

Website Access to Corporate Governance Documents

The charters for each of the standing Committees of the Board, the Company’s Corporate Governance Guidelines, the Articles of Incorporation, the Bylaws, the Code of Business Conduct and Ethics and the Director Code of Business Conduct and Ethics, as well as all Company filings made with the SEC, may be accessed on our Investor Relations Website.

 

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ESG ISSUES

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. Over the past several years, we’ve amplified our efforts in this area and set specific ambitions to achieve by the end of 2025, which include:

   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.

To lead and drive this work, we’ve operationalized diversity, equity, inclusion and belonging through consistent reviews with Erik Nordstrom, our CEO, and Farrell Redwine, our Chief Human Resources Officer. In addition, our diversity, equity, inclusion and belonging team serves as a center of excellence within the human resources organization and collaborates with leaders across the business to develop and embed diverse, equitable and inclusive strategies.

Progress toward our diversity, equity, inclusion and belonging ambitions is tracked and reviewed regularly by Nordstrom’s Executive Officers and Board. We’re committed to transparency and periodically report our progress on these ambitions.

To learn more about our ESG initiatives, please refer to our most recent corporate social responsibility report and other information available on our website at nordstrom.com/browse/nordstrom-cares. The information contained or referred to on our website is not deemed to be incorporated by reference into this Proxy Statement unless otherwise expressly noted.

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. Our intent is to provide a more diverse product offering to a wider swath of consumers and to consciously collaborate with and support emerging brands, finding creative ways to highlight their products in our stores and online. Throughout the year, customers can easily discover and shop these brands on Nordstrom.com through our Black-founded, Latinx-founded and Inclusive Beauty categories.

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

We are committed to making Nordstrom a great place for our employees to grow meaningful careers while feeling included and supported and have several internal initiatives underway to facilitate belonging and connection among our teams. One way we do this is through our employee-led, Company-sponsored Employee Resource Groups, which represent a variety of seen and unseen identities.

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ESG ISSUES

In 2022, eight groups served and were led by our employees, providing Company-wide programming to advance understanding and celebrate voices from across our organization:

   AsPIRE (Asian Pacific-Islander Resources for Employees)

   Black Employee Network

   ¡Hola! (Latinx)

   NordstromPLUS (LGBTQIA+)

   Nordstrom Veterans Group

   Parents@Nordstrom

   Thrive (Diverse Ability)

   Women in Nordstrom

 

We are committed to making
a positive difference in the
world, and that starts with
creating an outstanding
workplace experience
for our employees.

We seek to listen to and learn from employees across our organization by cultivating an open-door policy, conducting regular listening sessions and utilizing our annual Voice of the Employee survey. We regularly review survey results against industry benchmarks to hold ourselves accountable as we continue to improve and evolve our workplace environment.

We are committed to creating a culture where employees feel as if they can bring their whole selves to work and achieve their career goals through ongoing growth and development opportunities and fair and transparent performance management and promotion processes.

Strengthening Our Talent Pipeline

We believe we have a role to play in contributing to the positive change that’s needed to address systemic racial inequity. We have several initiatives in place to improve pathways into fashion and retail for diverse communities as we work toward our 2025 ambitions.

In 2022, we expanded and strengthened our talent pipelines in collaboration with the OneTen Coalition and in partnership with Morehouse College, where we supported the launch of a new product management track. Starting in the spring 2023 semester, Nordstrom leaders and technologists will teach and mentor students enrolled in the program.

We also sponsored 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.

Corporate Social Responsibility

We believe the responsibility
we have to our employees,
customers and
communities extends
well beyond
our operations.

 

Our values have long served as a north star for our company — they are deeply embedded in the way we do business and guide the decisions we make, the partnerships we form and the causes we support.

We believe the responsibility we have to our employees, customers and communities extends well beyond our operations. Our ambition is to make meaningful, positive contributions in the communities where we operate and produce, take responsibility for the impacts of our business, and pursue innovation that raises the bar for social and environmental issues in fashion and retail. We aim to inspire our customers to practice conscious consumption and offer them several ways to do so.

Our Corporate Social Responsibility strategy set in 2020 includes five-year goals focused on environmental sustainability, human rights and corporate philanthropy. Within these three categories, we’ve identified specific impact areas and set measurable goals that are integrated into the work of teams across our business. These goals guide us as we work to address areas where our company and industry have the most impact and create positive change.

 

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ESG ISSUES

Taking Care of the Planet

We are committed to improving the sustainability of our operations and product value chains. To that end, we are setting science-based targets to reduce our contribution to global climate change and are working to minimize plastic and packaging waste in our supply chain.

As we work toward our 2025 sustainability goals, we continue to invest in partnerships and new initiatives that invite our customers, our industry peers and our employees to join in our efforts.

   BEAUTYCYCLE: We expanded our BEAUTYCYCLE program to Nordstrom Rack stores. This program allows us to accept beauty packaging waste materials that typically cannot be placed in curbside recycling bins. Through BEAUTYCYCLE, we took back more than 25 tons of beauty packaging in 2022, compared with 5 tons in 2021. Through the BEAUTYCYCLE program, we aim to take back 100 tons of beauty packaging by 2025.

   Sustainable Style: First introduced in 2019, our Sustainable Style category makes it easy for customers to find consciously manufactured products that align with 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 Allbirds and PANGAIA. Our goal is to bring that number to 15% by 2025.

   Plastic to Paper: In 2022, we began replacing our plastic Nordstrom Rack shopping bags with paper bags in support of our goal to reduce single-use plastic in our value chain by 50%. As stores transition to paper bags, we will make enormous progress on our goal: an 853-ton reduction in plastic use. In addition, we will source half of the new bags from a domestic supplier, reducing associated carbon emissions.

 

Respecting Human Rights

We are committed to creating safe and fair workplaces for the people who make our products. As a part of this, we have rigorous standards in place to protect human rights throughout our value chain and seek to partner with suppliers that share our commitment to producing quality products through ethical business practices. Our Partner Code of Conduct and supporting policies lay the foundation for our supplier expectations, and our partners throughout our value chain are required to adhere to these standards and commitments.

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 effective policies and management processes to protect people and communities across Nordstrom operations. We also hit an important milestone on our journey to invest in women’s empowerment throughout our value chain: almost 50% of Nordstrom Made products were produced in factories that offer women’s empowerment training, bringing us closer to our goal of producing 90% of Nordstrom Made products in factories that invest in women’s empowerment by 2025.

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ESG ISSUES

Investing in Our Communities

One of our central values in corporate philanthropy is providing basic needs for youth and families in the communities where we are located. In 2022, our employees teamed up with Shoes That Fit and Nike to deliver brand-new shoes to kids across the country. Along with our customers, we exceeded our goal to raise $1 million and donate more than 40,000 pairs of shoes to kids in local communities.

On Giving Tuesday, we launched our holiday giving campaign with our partners Big Brothers Big Sisters and Operation Warm, raising funds with our customers to foster mentoring relationships and to donate more than 20,000 coats to kids who need them most.

Throughout 2022, we donated over $12 million to more than 270 organizations located in the communities where we do business. In addition, our employees gave to 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.

Awards

We are humbled to have been recognized over the years for our commitment to providing great service and creating a culture where every customer and employee is welcome, respected and able to be their authentic selves.

In 2022, we were included on Fortune’s list of Most Admired Companies, Newsweek’s America’s Best Customer Service list and Forbes’ World’s Best Employers list. For 17 consecutive years, Nordstrom has scored 100% on the Human Rights Campaign’s Corporate Equality Index, which rates companies on their policies and practices toward the LGBTQ community.

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.

2022 CORPORATE SOCIAL RESPONSIBILITY HIGHLIGHTS

 

2023 Proxy Statement

 

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PROPOSAL 1:  ELECTION OF DIRECTORS

The Board recommends a vote FOR each Director nominee.

Eleven nominees, recommended by the Board, will be elected at the Annual Meeting, each to hold office until the 2024 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.

Director Qualifications, Experience and Nominating Process

The CGNC is responsible for identifying and recommending to the Board the nominees to stand for election as Directors at each Annual Meeting of Shareholders or, if applicable, at a special meeting of shareholders, or to be appointed to fill vacancies on the Board.

In nominating Director candidates or appointing new Directors, the CGNC considers such factors as it deems appropriate, including whether there are any evolving needs of the Board with respect to a particular field, skill or experience, with the goal of assisting the Board in providing oversight of and strategic advice to Company management. These factors may include judgment, skill, experience with businesses and other organizations, the candidate’s experience and skill set relative to those of other members of the Board, the extent to which the candidate would be a desirable addition to the Board and any Committees of the Board and any other factors the Board deems appropriate. In particular, the Board considers the following important in evaluating candidates for Directors:

   

DESIRED SKILL

   

NORDSTROM BUSINESS
CHARACTERISTICS

   

WHAT THE SKILL REPRESENTS

   

Retail Industry

   

We are a leading fashion retailer devoted to helping customers feel good and look their best.

   

Large national-scale retail company experience.

   

Marketing & Customer
Experience

   

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 a digital-first business to meet shifting customer expectations.

   

Experience leveraging online platforms to grow and scale business.

   

Risk & Crisis Management

   

With a large workforce and operations across the United States and Canada, we are subjected to frequent emerging risks and crises. We are committed to accurate and disciplined management of those risks and crises, legal and regulatory compliance, and accurate disclosure.

   

Experience helping organizations navigate fast-paced and dynamic situations involving emerging risks and crises.

   

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, ever-changing industry.

   

CEO Experience

   

With more than 350 retail locations across the United States and in Canada, as well as multiple supply chain facilities and a robust digital presence, we are a large and complex organization.

   

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 diversity, equity, inclusion and belonging related matters.

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PROPOSAL 1: ELECTION OF DIRECTORS

In addition to these factors, the Committee also considers a Director candidate’s diversity of background during the evaluation and selection process of nominees. In this context, diversity is broadly construed to mean varied skills, backgrounds and experiences, which include gender and ethnicity, as well as other differentiating characteristics, all in the context of the requirements and needs of the Board at that point in time. The Committee does not have a formal policy regarding how diversity of background should be applied in identifying or evaluating Director candidates, and, depending on the current needs of the Board, the Committee may weigh certain factors more or less heavily.

The Committee will consider the qualifications of Director candidates recommended by shareholders, and evaluate each of them using the same criteria the Committee uses for incumbent candidates. Shareholders who wish to submit nominees for election as Directors should follow the procedures described on page 87. No Director candidates were recommended by our shareholders for election at the Annual Meeting. 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.

Collectively, our Directors bring to our Board a wealth of executive leadership experience derived from their service as senior executives of complex corporations. As a group, they also bring extensive Board experience and a diversity of perspectives on the challenges facing the Company and the retail industry at this time.

The chart below outlines some of the qualifications each Director candidate brings to the Board. However, the lack of a mark in any specific box does not mean that the candidate does not possess that qualification. Instead, the skills and qualifications noted below are those reviewed by the CGNC and the Board in making nomination decisions and as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide strategic advice and effective oversight to Company management.

Nominee Characteristics

 

Director Nominees

 
   

Stacy
Brown-
Philpot

James L.
Donald

Kirsten A. 
Green

Glenda G.
McNeal

Erik B.
Nordstrom

Peter E.
Nordstrom

Eric D.
Sprunk

Amie
Thuener
O’Toole

Bradley D.
Tilden

Mark J.
Tritton

Atticus N.
Tysen

Totals

Retail Industry

 

   

 

7/11

Marketing &
Customer
Experience

 

 

9/11

Online Scale &
Growth

 

10/11

Risk & Crisis
Management

 

   

8/11

Business
Transformation