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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.__)
 
 þFiled by the Registrant¨Filed by a Party other than the Registrant
Check the appropriate box:
¨Preliminary Proxy Statement
¨Confidential, for Use of the Commission Only (as permitted by RULE 14a-6(e)(2))
þDefinitive Proxy Statement
¨Definitive Additional Materials
¨Soliciting Material under §240.14a-12
 
 
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Nordstrom, Inc.
 
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
þNo fee required
¨Fee paid previously with preliminary materials
¨Fee amount computed on table in exhibit as required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
 

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1617 Sixth Avenue, Seattle, Washington 98101
April 11, 2024

Dear Shareholder,
We entered 2023 focused on strengthening the foundation of our business: providing exceptional service to our customers no matter how they choose to shop with us. In the face of big opportunities and complex challenges, our teams rose to the occasion, finding new and creative ways to further our purpose of helping our customers feel good and look their best.
We continued to make progress against the priorities we identified at the outset of the year to drive better financial results and position our business for long-term growth: improving Nordstrom Rack performance, increasing our inventory productivity and advancing our supply chain optimization initiatives.
In our Rack business, we expanded our physical footprint, opening 19 new Rack stores across the country. Rack stores offer a great return on investment and serve as the primary source of new customers for our business, helping us drive more trips and strengthen our customer base. We look forward to continuing our momentum at the Rack by opening additional new stores and offering our customers great brands at great prices.
Across both our Nordstrom and Nordstrom Rack banners, we improved our merchandise assortment by right-sizing our inventory and investing in the products and brands we know our customers respond to. We also continued to strengthen our supply chain to get products into our customers’ hands more quickly, narrowing shipping windows and improving productivity throughout our network. These critical efforts helped us continue to improve the customer experience and positioned us well for the year ahead.
In 2024, we are building on the momentum these investments have fueled. We remain focused on working more efficiently across our organization, honing our merchandising strategy and enhancing the shopping experience across our banners, both in our stores and online. This year, we’re looking forward to growing our online product assortment to offer our customers more choices and serve them on even more occasions. As we do this, we are creating a more personalized digital experience that makes it easy for our customers to shop that growing assortment and discover relevant brands and products.
We have a talented team that is committed to serving our customers and eager to take our business to the next level. We’re dedicated to supporting them and their growth as they’ve supported us.
Alongside our brand partners, our customers and you, our shareholders, we’re excited for all that we will accomplish together in the year ahead. Whether you’re a long-time shareholder or have recently come on board, we thank you for your continued confidence in our business.
Sincerely,
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Bradley D. Tilden
Chairman of the Board
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Erik B. NordstromPeter E. Nordstrom
Chief Executive OfficerPresident & Chief Brand Officer
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1617 Sixth Avenue, Seattle, Washington 98101
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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WHENWHERERECORD DATE
Wednesday, May 22, 2024virtualshareholdermeeting.com/JWN2024
March 13, 2024
9:00 a.m. Pacific Daylight Time
Items of Business
To vote on the following proposals:
1To elect twelve directors to serve until the 2025 Annual Meeting of Shareholders
2To ratify the appointment of Deloitte as our independent registered public accounting firm to serve for the fiscal year ending February 1, 2025
3To conduct an advisory vote regarding the compensation of our Named Executive Officers
4To 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 March 13, 2024 (the “Record Date”). There were 163,258,230 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 77 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 Notice of Internet Availability of Proxy Materials or proxy card.
You may vote in advance of the meeting, until 11:59 p.m. Eastern Daylight Time on May 21, 2024, using any of the following methods:
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Online
At proxyvote.com
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Toll-free Phone
Call 1-800-690-6903
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Mail
Vote Processing
c/o Broadridge
51 Mercedes Way Edgewood, NY 11717
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Scanned QR Code
Using your mobile device

Seattle, Washington
April 11, 2024
By order of the Board,
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Ann Munson Steines
Corporate Secretary
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON May 22, 2024
The accompanying Proxy Statement and the 2023 Annual Report are available on 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 2023 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.

To the extent that this proxy statement has been or will be specifically incorporated by reference into any other filing of Nordstrom under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, the sections of this proxy statement titled “Audit and Finance Committee Report” (to the extent permitted by the rules of the U.S. Securities and Exchange Commission), “Compensation, People and Culture Committee Report” and “Pay Versus Performance Disclosure” shall not be deemed to be so incorporated, unless specifically stated otherwise in such filing.
This proxy statement includes references to websites, website addresses and additional materials, including reports and blogs, found on those websites. The content of any websites and materials named, hyperlinked or otherwise referenced in this proxy statement are not incorporated by reference into this proxy statement on Schedule 14A or in any other report or document we file with the SEC, and any references to such websites and materials are intended to be inactive textual references only. The information on these websites is not part of this proxy statement.


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2024 Proxy Statement
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INDEX OF KEY TERMS
TermDefinition
2023 Annual ReportCompany’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended February 3, 2024
AFCAudit and Finance Committee of the Board
ASC 718Accounting Standards Codification 718, Stock Compensation
BoardThe Board of Directors
BroadridgeBroadridge Investor Communication Services
BylawsBylaws of the Company (as amended and restated September 20, 2023)
CD&ACompensation Discussion & Analysis
CEOChief Executive Officer
CFOChief Financial Officer
CGNCCorporate Governance and Nominating Committee of the Board
ChairmanOur Board Chairman, a non-Executive position
Clawback PolicyExecutive compensation clawback policy contained in our corporate governance guidelines (as amended August 16, 2023)
CommitteeA committee of the Board of the Company
Common StockNordstrom common stock
CPCCCompensation, People and Culture Committee of the Board
DDCPNordstrom Directors Deferred Compensation Plan
DeloitteDeloitte & Touche LLP
DEIBDiversity, Equity, Inclusion and Belonging
DEIB GoalsOur DEIB goals at nordstrom.com/diversity
EBITEarnings (Loss) Before Interest and Income Taxes
EIPEquity Incentive Plan
EMBPExecutive Management Bonus Plan
ERGEmployee Resource Group
ESGEnvironmental, Social and Governance
ESPPEmployee Stock Purchase Plan
Exchange ActSecurities Exchange Act of 1934
FASBFinancial Accounting Standards Board
GAAPU.S. Generally Accepted Accounting Principles
Incentive Adjusted EBITIncentive Adjusted Earnings (Loss) Before Interest and Income Taxes (a non-GAAP financial measure)
Incentive Adjusted ROICIncentive Adjusted Return on Invested Capital (a non-GAAP financial measure)
Investor Relations WebsiteOur investor relations website at investor.nordstrom.com
IRCInternal Revenue Code
LTILong-Term Incentives
NDCPNordstrom Deferred Compensation Plan
NEONamed Executive Officer
NoticeNotice of Annual Meeting of Shareholders
NYSENew York Stock Exchange
PEOPrincipal Executive Officer
Plan TrusteeBank of New York Mellon, as trustee of the Nordstrom 401(k) Plan
PSUPerformance Share Unit
Record DateMarch 13, 2024
RSURestricted Stock Unit
SECSecurities and Exchange Commission
Semler BrossySemler Brossy Consulting Group, LLC
SERPSupplemental Executive Retirement Plan
TCTechnology Committee of the Board
TSRTotal Shareholder Return
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PROXY SUMMARY
In this Proxy Statement, Nordstrom, Inc. (together with its subsidiaries) is referred to as “Nordstrom,” the “Company,” “we,” “us” or “our.”
You have received these proxy materials because the Board is soliciting your proxy to vote your shares during the 2024 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 6 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 11, 2024. Shareholders who held shares as of the close of business on the Record Date may attend the virtual meeting at virtualshareholdermeeting.com/JWN2024.
Proposal No. 1 – Election of Directors (page 26)
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The Board recommends a vote “FOR” each of the Board’s twelve nominees.
The Board has nominated a slate composed of twelve talented directors with a balance of leadership experiences, diverse perspectives, strategic skill sets and professional expertise that is essential in furthering our business strategy and objectives, as reflected in their biographies in the section of this Proxy Statement titled “Proposal 1: Election of Directors” on page 28.

Our Director Nominees
Committee Memberships
NameAgeIndependentDirector SinceProfessional HighlightsAFCCGNCCPCCTC
Stacy Brown-Philpot48ü2017Founder & Managing Partner, Cherryrock CapitalM, FC
James L. Donald70ü2020Co-Chairman, Albertsons CompaniesM, FC
Kirsten A. Green52ü2019Founder & Managing Partner, Forerunner VenturesM, FM
Glenda G. McNeal63ü2019Chief Partner Officer, American ExpressCM
Erik B. Nordstrom602006Chief Executive Officer, Nordstrom
Peter E. Nordstrom622006President & Chief Brand Officer, Nordstrom
Amie Thuener O’Toole49ü2022Vice President and Chief Accounting Officer, Alphabet C, FM
Guy B. Persaud53ü2023President, New Business Unit, Procter & Gamble
Eric D. Sprunk60ü2023Former COO, NikeMM
Bradley D. Tilden
Chairman of the Board
63ü2016Chairman of the Board, Nordstrom, Former Chairman and CEO, Alaska Air GroupM
Mark J. Tritton60ü2020Former President and CEO, Bed Bath & BeyondMM
Atticus N. Tysen58ü2023SVP, Product Development, Chief Information Security and Fraud Prevention Officer, IntuitMM
C
Committee Chair
M
Committee Member
F Financial Expert


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PROXY SUMMARY
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Our Director Nominee Demographics
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                                                                                                                            Nominee Tenure
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Board AttendanceBoard Committees Chaired by Women
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PROXY SUMMARY
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Board RefreshmentNominee Age
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Relevant Skills and Experience
Our Board’s nominees possess a balance of leadership experiences, diverse perspectives, strategic skill sets and professional expertise that is essential in furthering our business strategy and objectives, including:
Retail Industry
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CEO Experience
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85
Marketing & Customer Experience
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Financial Expertise
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1010
Online Scale & Growth
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Technology Expertise
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117
Risk & Crisis Management
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Diversity, Equity, Inclusion & Belonging
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98
Business Transformation
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Proposal No. 2 – Ratification of Independent Accountants (page 35)
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The Board recommends a vote “FOR” this proposal.
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.


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Proposal No. 3 – Advisory Vote Regarding Executive Compensation (page 71)
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The Board recommends a vote “FOR” this proposal.
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 2023 target compensation was variable or linked to our financial or market results.
Our Incentive Adjusted EBIT achievement was $718 million and Incentive Adjusted ROIC exceeded the threshold of 7.0%, resulting in a 70% bonus payout on the EBIT measure, which was weighted 100% for the CEO and President & Chief Brand Officer and weighted 75% for all other NEOs.
Fiscal Year 2023 Target Compensation
CEO and
President & Chief Brand Officer
Average of All Other NEOs
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85%75%
Performance-BasedPerformance-Based
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TABLE OF CONTENTS
Director Compensation and Stock Ownership Guidelines


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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 Governance10 of 12 Director Nominees are IndependentIndependent Chairman
Regular Executive Session of Independent DirectorsCommittees Comprised Only of Independent Directors
The majority of Audit & Finance Committee Members are SEC “Audit Committee Financial Experts”Annual Evaluations of Board, Committees and Directors
Authority to Hire Independent Consultants and ExpertsOur Only Class of Voting Shares Is Our Common Stock
Shareholder RightsAnnual Election of All DirectorsMajority Vote Standard for Uncontested Director Elections
Each Share of Common Stock Is Entitled to One VoteShareholders of 10%+ Entitled to Call Special Meetings
Annual Say-on-Pay Advisory VoteOpen Communications with Directors
Regular Outreach to and Engagement of Shareholders
CompensationPay-for-Performance Philosophy Guides Executive CompensationStock Ownership Policy for Directors and Executive Officers
Clawback PolicyHedging and Pledging Policies
Independent Compensation Consultant Engaged by the CPCC
Strategy and RiskCompany Strategy Oversight by BoardRisk Oversight by Board and Committees Aligned with Company Strategy
Regular Risk Management Reports to Board and CommitteesCompensation Program Designed to Reduce Undue Risk
Annual Strategy Planning MeetingBoard 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;
succession planning with respect to the CEO position and monitoring and providing input with respect to management’s succession planning for other senior executives;
reviewing and approving our major financial objectives, strategic and operational plans and other significant actions;


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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 data privacy and 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 Code of Business Conduct and Ethics that applies to our non-employee directors and our Code of Conduct & Ethics that applies to all of our employees, including our CEO, CFO and persons performing similar functions.
At this time, the Board believes different people should hold the positions of Chairman and CEO, as this strengthens corporate governance, aids in the Board’s oversight of management and aids in the Board’s oversight and management of risk. Currently, Bradley D. Tilden serves as Chairman and Erik B. Nordstrom serves as 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, 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 Data Privacy and Cybersecurity
We are a company built on the trust of our customers, employees, business partners and stakeholders.

We are a company built on the trust of our customers, employees, business partners and other stakeholders, and one of the primary ways we maintain that trust is by respecting their privacy rights and safeguarding their information. We strive to communicate our data collection, use and processing practices through clear, comprehensive and easily accessible privacy notices. We empower the individuals we interact with by providing various channels to contact us to raise an issue or concern, or exercise their rights. We also maintain operational procedures to implement effective information management practices.
We believe information security is at the center of any strong data management program and maintaining cyber-readiness and managing cybersecurity risk continue to be areas of critical focus for us. We continually evaluate our data management practices, including our privacy notices, policies and procedures associated with our handling of personal data, and the measures and systems we have in place to help identify, assess, mitigate, respond to and remediate cybersecurity issues or personal data breaches. The Company is also continuously investing in skilled personnel, training and awareness, processes and procedures, insurance coverages, and technologies to keep pace with current and evolving threats, trends and an evolving legal, regulatory and risk landscape.
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The Board recognizes the importance of maintaining the trust and confidence of our stakeholders. Historically, the TC has been the primary governing body for the exercise by the Board of its oversight into matters relating to cybersecurity and data privacy, with periodic reports also given to the AFC relating to these matters. However, in light of the increasing importance of cybersecurity concerns and the corresponding changes to securities disclosure requirements on this topic, the CGNC recently determined to move primary responsibility for oversight of cybersecurity and data privacy risks to the AFC and disband the TC, effective as of the closing of the 2024 Annual Meeting of Shareholders.
We also have an extensive cybersecurity governance framework in place. Our information security and cybersecurity programs are designed to protect information and our information systems from unauthorized access, use, disclosure, disruption, modification or destruction. To more effectively prevent, detect, mitigate and respond to information security threats, the Company has a dedicated Chief Information Security Officer whose team is responsible for leading enterprise-wide data security strategy, policy, standards, architecture and processes. The program also includes a cyber incident response plan that includes procedures for timely and accurate reporting of any material cybersecurity incident. In maintaining the integrity of our data and systems, we conduct diligence on third-party partners and seek to contractually bind them to stringent privacy and security measures. This commitment seeks to ensure all entities that we contract with that handle personal data adhere to our stringent privacy and security standards in safeguarding our data.
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 DEIB 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.
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 DEIB initiatives. The CPCC has been integral in allowing the Company to continue to find innovative ways to serve and care for our employees, including overseeing our efforts to offer employees flexible work models when and where appropriate, new wellness and mental health resources and to ensure our 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.
To learn more about our ESG initiatives, please refer to our 2022 Impact 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.


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CORPORATE GOVERNANCE
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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 applicable 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, applicable 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 number of votes cast against the nominee’s election. 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 the number of Director nominees exceeds the number of Directors to be elected), 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.
Management Succession Planning
The Board and management believe that one of their primary responsibilities is to ensure the Company has the appropriate leadership and talent pipeline 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.
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Board Committees and Charters 
The Board currently 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”). The Board, upon recommendation by the CGNC, determined to disband the TC effective as of the closing of the 2024 Annual Meeting of Shareholders and allocate a substantial portion of the TC’s responsibilities to the AFC. These changes reflect the Board’s perspective that the AFC is best equipped to oversee specific risks related to technology and information security, and demonstrate the Board’s agility in adjusting its governance structure to meet the needs of the organization.
Each Committee has a Board-approved charter which is reviewed annually by the respective Committee. Recommended changes to each 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.
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 matters; 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 the 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.
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) and compliance with laws and regulations. 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 AFC 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 the majority of AFC members qualify as “audit committee financial experts” under the regulations of the SEC.
As previously noted, following the disbanding of the TC after the 2024 Annual Meeting of Shareholders, the AFC will assume additional responsibility related to technology and cybersecurity.


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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 37 and include the NEOs shown in the CD&A on page 39 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;
assessing risk relating to compensation;
overseeing key talent initiatives such as DEIB;
administering the Company’s cash and equity-based compensation plans for executives;
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; and
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.
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 such services only as directed by the CPCC. During fiscal year 2023, Semler Brossy’s services included a review of executive and Director pay programs, a review of the compensation peer group and other pay-related matters specific to the CPCC’s charter. With respect to Director pay, Semler Brossy provides its services to the CGNC. 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.
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;
periodically reviewing the Company’s Code of Conduct & Ethics and Code of Business Conduct and Ethics with respect to corporate governance matters;
advising on policies and practices of the Company in the area of corporate governance and compliance;
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.
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Technology Committee
As previously noted, the Board, upon recommendation by the CGNC, determined to disband the TC effective as of the closing of the 2024 Annual Meeting of Shareholders and allocate a substantial portion of the TC’s responsibilities to the AFC.
As more fully described in its charter, the primary responsibilities of the TC during the previous fiscal year were to assist the Board in fulfilling its oversight responsibility by:
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;
providing guidance on the necessity or desirability of any third-party audits or certifications (including, but not limited to, System and Organization Controls 2, ISO 27001 or Health Information Trust Alliance certification);
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, including the Company’s information security training programs and initiatives and cyber incident response and recovery plan; 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 was assessed by a third-party advisor each of the last five years to evaluate team maturity and to evaluate any improvements or opportunities;
the Company delivered 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 maintained and delivered the training program and tracked completion against compliance targets; and
phishing exercises and security awareness campaigns were also designed and delivered periodically throughout the year to all employees.
The TC also regularly reviewed any information technology and data security incidents as a standing agenda item each time the TC met.
Board Meetings and Attendance
The Board held seven formal meetings during fiscal year 2023, one of which was devoted principally to Company strategy. During the past fiscal year, the AFC held seven 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 96%. 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 nominees who were Directors at the time of our 2023 Annual Meeting of Shareholders attended that meeting.
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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 2023
Amount ($)*
Director Retainer85,000 
AFC Chair Retainer30,000 
CPCC Chair Retainer20,000 
CGNC Chair Retainer15,000 
TC Chair Retainer15,000 
Grant Date Value of Director Equity Grant of Common Stock150,000 
Grant Date Value of Chairman of the Board Equity Grant of Common Stock200,000 
* 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 by their fifth anniversary of joining the Board. This amount is in excess of 4.5x the annual cash retainer.
Under the Director stock ownership guidelines, Directors are currently required to own Common Stock having a value of at least $450,000 by their fifth anniversary of joining the Board. This amount is in excess of four and one-half times the annual Director cash retainer. 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 2024
At the August 2023 Board meeting, after consideration of recommendations made by the CGNC, the following pay component changes were made to Director compensation beginning in the board year starting after the 2024 Annual Meeting of Shareholders to better align pay with that of our peer companies, as shown on page 48:
increased the annual cash Director retainer from $85,000 to $97,500;
increased the annual Director equity grant of Common Stock from a grant date fair value of $150,000 to a grant date fair value of $165,000;
increased the annual AFC Chair retainer from $30,000 to $40,000;
increased the annual CPCC Chair retainer from $20,000 to $35,000; and
increased the annual CGNC Chair retainer from $15,000 to $30,000.
As previously noted, the Board, upon recommendation by the CGNC, determined to disband the TC effective as of the closing of the 2024 Annual Meeting of Shareholders.
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Non-Employee Director Summary Compensation Table
During the fiscal year ended February 3, 2024, non-employee Directors of the Company received the following compensation for their services:
NameRetainers Earned
or Paid in Cash
($)(a)(b)
Stock
Awards
($)(b)(c)
All Other
Compensation
($)(d)
Total
($)
Stacy Brown-Philpot100,000 149,987 4,879254,866
James L. Donald105,000 149,987 18,028273,015
Kirsten A. Green85,000 149,987 17,654252,641
Glenda G. McNeal100,000 149,987 42,447292,434
Amie Thuener O’Toole
115,000 149,987 10,842275,829
Guy B. Persaud42,500 74,994 117,494
Eric D. Sprunk85,000 149,987 17,168252,155
Bradley D. Tilden85,000 349,987 6,367441,354
Mark J. Tritton85,000 149,987 4,655239,642
Atticus N. Tysen
106,250 187,480 3,709297,439 
(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. The annual cash retainers paid to Directors for service on the Board in 2023 was $85,000. In addition to the annual cash retainer, Stacy Brown-Philpot received $15,000 in cash for service as Chair of the TC, James Donald received $20,000 in cash for service as Chair of the CPCC, Glenda McNeal received $15,000 in cash for service as Chair of the CGNC and Amie Thuener O’Toole received $30,000 in cash for service as Chair of the AFC. Guy Persaud was appointed to the Board after the 2023 Annual Meeting on September 21, 2023, and received a pro-rata cash retainer of $42,500 to reflect his service for the portion of the year that he served as a Director. Atticus Tysen was appointed to the Board prior to the 2023 Annual Meeting on January 3, 2023, and in addition to receiving the annual cash retainer, he received a pro-rata cash retainer of $21,250 to reflect his service for the portion of the year that he served as a Director leading up to the 2023 Annual Meeting.
(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 the distribution of their deferred cash retainers or stock awards.
In 2023, cash deferrals could be directed among 14 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 4.18% in 2023, 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 February 3, 2024, Glenda McNeal deferred 100% of her cash retainer 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. The grant date fair value of the 2023 annual stock awards was $150,000. 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. Guy Persaud was appointed to the Board after the 2023 Annual Meeting on September 21, 2023, and received a pro-rata stock award having a grant date fair value of $75,000 to reflect his service for the portion of the year that he served as a Director. Atticus Tysen was appointed to the Board prior to the 2023 Annual Meeting on January 3, 2023, and in addition to receiving the annual stock award, he received a pro-rata stock award having a grant date fair value of $37,500 to reflect his service for the portion of the year that he served as a Director leading up to the 2023 Annual Meeting.


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CORPORATE GOVERNANCE
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(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 February 3, 2024, All Other Compensation consisted only of merchandise discounts for all Directors.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended February 3, 2024, 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.
Code of Conduct & Ethics and Code of Business Conduct and Ethics
We have adopted a Code of Conduct & Ethics that applies to all of our employees, including our CEO, CFO 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 to a Director or Executive Officer from a provision of the codes requiring disclosure under applicable law, 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 0.2% 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. 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 an investor conference, calls with buy-side and sell-side analysts in the regular course of business, 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 Conduct & Ethics and the 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 ambitions to achieve by the end of 2025.
To lead and drive this work, we’ve operationalized DEIB through consistent reviews with Erik Nordstrom, our Chief Executive Officer, and Lisa Price, our Chief Human Resources Officer. In addition, our DEIB team serves as a center of excellence within the human resources organization and collaborates with leaders across the business to develop and embed equitable and inclusive strategies. Progress toward our DEIB ambitions is tracked and reviewed regularly by our executive team and Board.
To learn more about our DEIB initiatives, please refer to our 2022 Impact Report and other information available on our website at nordstromcares.com. 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.
Our intent is to provide a more inclusive product offering to a wider swath of consumers and to consciously collaborate with and support emerging brands, finding creative ways to support their products in our stores and online.
Creating an Inclusive Culture
We are committed to making Nordstrom a place where employees feel they can achieve their career goals through ongoing growth and development opportunities, along with fair and transparent performance management and promotion processes. We have several initiatives underway to facilitate belonging and connection among our teams. One way we do this is through our employee-led, Company-sponsored ERGs, which represent a variety of seen and unseen identities.
In 2023, 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! (Hispanic and/or Latinx)
NordstromPLUS (LGBTQIA+)
Nordstrom Veterans Group
Parents @ Nordstrom
Thrive (Diverse Ability)
Women in Nordstrom
We are committed to creating a culture where employees feel they can bring their whole selves to work.
We seek to listen to and learn from employees across our organization through our open-door policy, by 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 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.
As we work to drive meaningful change toward a more diverse and equitable industry, we’re continuing to partner with organizations that invest in improved pathways for fashion, design and retail talent. 


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ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES
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In 2023, we supported a product management coursework and mentorship program at Morehouse College, National Retail Federation’s Student Program, and Harlem’s Fashion Row and their non-profit ICON360 with their inaugural Historically Black Colleges and Universities professor summit.
Corporate Social Responsibility
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.
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 ambitions 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.
Taking Care of the Planet
We are committed to improving the sustainability of our operations and product value chains. To that end, we have set science-based targets to reduce our contribution to global climate change and are working to minimize plastic and packaging waste in our supply chain. We also established science-based targets to reduce our greenhouse gas emissions for scope 1 (direct emissions from sources we own or control), scope 2 (indirect emissions from purchased electricity, heat and cooling) and scope 3 (indirect emissions associated with products we sell).
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.
One example is our beauty take-back and recycling program, BEAUTYCYCLE, through which we aim to take back 100 tons of beauty packaging waste by 2025. As of 2023, we’ve collected over 50 tons of beauty packaging, bringing us more than halfway to our goal. We also partner with Give Back Box to make it easy for customers to donate their gently used clothing, shoes and accessories.
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Respecting Human Rights
We are committed to creating safe and fair workplaces for the people who make our products and conduct due diligence to help support human rights and responsible sourcing. Our Human Rights and Responsible Sourcing program is based on international standards, upholding our Partner Code of Conduct and using third-party assessments to engage our suppliers on relevant policies and programs. Policies and programs were strengthened during the year and are assessed cyclically.
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ENVIRONMENTAL, SOCIAL AND GOVERNANCE ISSUES
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Investing in Our Communities
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One of our central values in corporate philanthropy is providing basic needs for youth and families in the communities where we are located. In 2023, our employees teamed up with Shoes That Fit and Nike to deliver brand-new shoes to kids across the country. With help from our customers, we exceeded our goal to raise $1 million and donate more than 50,000 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 coats to kids who need them most. On Giving Tuesday alone, our employees allocated over $1 million to the causes they care about and volunteered over 2,500 hours.
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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 2023, we were included on Fortune’s list of Most Admired Companies, Time’s list of the World’s Best Companies, Forbes’ list of the World’s Best Employers, as well as several Newsweek lists, including Best Customer Service, Best Retailer, Best Online Shops, World’s Most Trustworthy Companies, America’s Greatest Workplaces and more. For 18 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. These recognitions are a testament to our incredible people who continue to bring the heritage of service and values to life at Nordstrom.


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PROPOSAL 1:ELECTION OF DIRECTORS
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The Board recommends a vote “FOR” each of the Board’s twelve nominees.
Twelve nominees, recommended by the Board, will be elected at the Annual Meeting, each to hold office until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. All of the nominees listed in this Proposal 1 are currently Directors of the Company. The Board appointed Guy Persaud to the Board in September 2023 upon the recommendation of the CGNC. In recruiting Mr. Persaud, the CGNC utilized a search firm to help identify director prospects, perform candidate outreach, assist in reference checks and provide other related services.
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 SKILLNORDSTROM BUSINESS CHARACTERISTICSWHAT THE SKILL REPRESENTS
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Retail IndustryWe are a leading fashion retailer devoted to helping customers feel good and look their best.Large national-scale retail company experience.
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Marketing & Customer ExperienceAs 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.
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Online Scale & GrowthOver the past several years, we have made investments to transform into an interconnected model to meet shifting customer expectations.Experience leveraging online platforms to grow and scale business.
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Risk & Crisis ManagementWith a large workforce and operations across the United States, 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.
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Business TransformationIn 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.
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CEO ExperienceWith more than 350 retail locations across the United States, 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.
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Financial ExpertiseWe 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.
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Technology ExpertiseWe 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.
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Diversity, Equity, Inclusion and BelongingOur 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 DEIB related matters.
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PROPOSAL 1 ELECTION OF DIRECTORS
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In addition to these factors, the CGNC 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 CGNC 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 CGNC may weigh certain factors more or less heavily.
The CGNC will consider the qualifications of Director candidates recommended by shareholders, and evaluate each of them using the same criteria the CGNC uses for incumbent candidates. Shareholders who wish to submit nominees for election as Directors should follow the procedures described on page 76. No Director candidates were recommended by our shareholders for election at the Annual Meeting.
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-PhilpotJames L. DonaldKirsten A. GreenGlenda G. McNealErik B. NordstromPeter E. NordstromAmie Thuener O’TooleGuy B. PersaudEric D. SprunkBradley D. TildenMark J. TrittonAtticus N. TysenTotals
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Retail Industryllllllll8/12
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Marketing & Customer Experiencellllllllll10/12
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Online Scale & Growth lllllllllll11/12
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Risk & Crisis Management lllllllll9/12
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Business Transformationlllllllllll11/12
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CEO Experiencelllll5/12
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Financial Expertisellllllllll10/12
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Technology Expertise lllllll7/12
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Diversity, Equity, Inclusion and Belongingllllllll8/12
GenderWomanManWomanWomanManManWomanManManManManMan4/12
Women
Racially/Ethnically DiverseBlack WhiteWhiteBlack White White WhiteBlack/AsianWhiteWhite White White3/12
Diverse


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PROPOSAL 1 ELECTION OF DIRECTORS
Our Director Nominees
Information related to the Director nominees is set forth below and on the following pages, including age and the particular experience, qualifications, attributes or skills that led the Board to conclude that the person should serve as a Director for the Company.
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Stacy Brown-Philpot
Skills and Qualifications
Ms. Brown-Philpot brings to the Board innovation, operational and entrepreneurial experience, digital, branding and marketing expertise, as well as financial and accounting skills. She provides unique insights to elevate the consumer experience in a global digital economy, as well as needed insights into the attraction and retention of technology talent, with a particular emphasis on technology talent from underrepresented communities. Her service on the board of HP, Inc. provides her with experience in corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.
Independent Director
Joined the Board: 2017
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Age 48
Career Highlights
2023 to present: Founder and Managing Partner of Cherryrock Capital, a venture capital firm
2016 to 2020: Chief Executive Officer of TaskRabbit, Inc., a digital home services labor platform company
2013 to 2016: Chief Operating Officer of TaskRabbit, Inc.
2012: Entrepreneur-in-Residence at Google Ventures, the venture capital investment arm of Alphabet, Inc.
Prior to 2012: Various directorial positions at Google, including two years as the company’s Senior Director of Global Consumer Operations; Senior Analyst at Goldman Sachs; Senior Associate at PricewaterhouseCoopers
Nordstrom Board
Committee Memberships
TC (Chair)
AFC
Other Current Public BoardsPrevious Public Boards in Past 5 Years
HP, Inc. (since 2015)None
What Nordstrom products help you feel good and look your best?
A wrap dress or a sweater and jeans that fit well!
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James L. Donald
Skills and Qualifications
Mr. Donald brings to the Board over 45 years of experience in leadership roles at consumer-facing businesses ranging from hospitality to retail. Mr. Donald has a wealth of knowledge and expertise in navigating the fast-paced and dynamic environment facing the Company today. In addition, his proven track record of leading large companies through complex and challenging environments makes him an invaluable resource to the Board.
Independent Director
Joined the Board: 2020
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Age 70
Career Highlights
2019 to present: Co-Chairman of the Board for Albertsons Companies, one of the largest food and drug retailers in the United States
2019: Chief Executive Officer of Albertsons
2018: President and Chief Operating Officer of Albertsons
2013 to 2015: Chief Executive Officer of Extended Stay America, Inc., one of the largest integrated hotel owner/operators in the United States
Prior to 2013: Chief Executive Officer of Haggen, Inc.; Chief Executive Officer of Starbucks Corporation
Nordstrom Board
Committee Memberships
CPCC (Chair)
AFC
Other Current Public BoardsPrevious Public Boards in Past 5 Years
Albertsons Companies, Inc. (since 2019)None
What Nordstrom products help you feel good and look your best?
A classic blazer.
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PROPOSAL 1 ELECTION OF DIRECTORS
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Kirsten A. Green
Skills and Qualifications
Ms. Green brings to the Board extensive experience in consumer and digital commerce focused businesses and provides unique insights with respect to the challenges and opportunities of today’s rapidly evolving digital commerce landscape. Ms. Green has deep domain expertise and an understanding of consumer behaviors, brand building and products.
Independent Director
Joined the Board: 2019
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Age 52
Career Highlights
2010 to present: Founder and Managing Partner of Forerunner Ventures, a venture capital firm. In her role with Forerunner Ventures, Ms. Green has served on the boards of directors of numerous private companies since 2013
Prior to 2010: Equity Research Analyst at Banc of America Securities; Senior Associate at Deloitte & Touche LLP
Nordstrom Board
Committee Memberships
AFC
TC
Other Current Public BoardsPrevious Public Boards in Past 5 Years
NoneNorthern Star Investment Corp. II (2021 to 2023)
Northern Star Investment Corp. IV (2021 to 2023)
Hims and Hers Health, Inc. (2020 to 2023)
What Nordstrom products help you feel good and look your best?
Versatile pieces I can wear in meetings during the day, as well as out to events and dinners in the evenings.

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Glenda G. McNeal
Skills and Qualifications
Ms. McNeal brings to the Board extensive experience in business development, innovation and customer relationship management, as well as financial, accounting and senior leadership skills. Ms. McNeal provides unique insights on strategic planning, risk oversight and operational matters. Ms. McNeal’s service on public company boards provides her with experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, and assessing risk and overseeing management.
Independent Director
Joined the Board: 2019
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Age 63
Career Highlights
2024 to present: Chief Partner Officer of American Express, a globally integrated payments company
2017 to 2024: President of Enterprise Strategic Partnerships of American Express, a globally integrated payments company
2011 to 2017: Executive Vice President and General Manager of the Global Client Group of American Express
1989 to 2011: Positions of increasing responsibility at American Express
Prior to 1989: Arthur Andersen, LLP; the investment banking firm of Salomon Brothers, Inc.
Nordstrom Board
Committee Memberships
CGNC (Chair)Other Current Public BoardsPrevious Public Boards in Past 5 Years
CPCCNoneRLJ Lodging Trust (2011 to 2022)
What Nordstrom products help you feel good and look your best?
Elevated, high-quality pieces with a bit of edge and personality.


29
2024 Proxy Statement
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PROPOSAL 1 ELECTION OF DIRECTORS
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Erik B. Nordstrom
Skills and Qualifications
Mr. Nordstrom has spent more than 40 years with the Company, holding positions of increasing responsibility that have spanned all aspects of the retail business. Through roles in buying, regional management, and digital and store operations, he has gained a deep understanding of the customer and the foresight needed to navigate an evolving industry. Throughout his tenure, he has driven critical investments in new capabilities to blend the digital and physical experiences, bringing Nordstrom closer to customers and serving them how, where and when they want to shop. In 2021, Mr. Nordstrom joined the board of directors for The Jim Pattison Group, a diversified holding company and one of Canada’s largest privately held companies.
Director
Joined the Board: 2006
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Age 60
Career Highlights
2020 to present: Chief Executive Officer of Nordstrom, Inc.
2015 to 2020: Co-President of Nordstrom, Inc.
2014 to 2015: Executive Vice President and President, Nordstrom.com of Nordstrom, Inc.
2006 to 2014: Executive Vice President and President, Stores of Nordstrom, Inc.
2000 to 2006: Executive Vice President, Full-Line Stores of Nordstrom, Inc.
2000: Executive Vice President and Northwest General Manager of Nordstrom, Inc.
1995 to 2000: Co-President of Nordstrom, Inc.
1979 to 1995: Various other management and sales positions of increasing responsibility
Nordstrom Canada Retail, Inc., Nordstrom Canada Holdings, LLC and Nordstrom Canada Holdings II, LLC, which are indirect subsidiaries of the Company, have commenced a wind-down of their business operations, obtaining an Initial Order from the Ontario Superior Court of Justice under the Companies’ Creditor Arrangement Act on March 2, 2023 to facilitate the wind-down in an orderly fashion. Erik Nordstrom served as a director and/or officer of such entities.
Nordstrom Board
Committee Memberships
None
Other Current Public BoardsPrevious Public Boards in Past 5 Years
NoneNone
What Nordstrom products help you feel good and look your best?
Outside of the office - high quality athletic wear and a comfortable pair of running shoes.
Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James Nordstrom, Jr., Chief Merchandising Officer for the Company.

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Peter E. Nordstrom
Skills and Qualifications
Mr. Nordstrom has spent more than 40 years with the Company, holding positions of increasing responsibility that have spanned all aspects of the retail business. Throughout his career, he has helped Nordstrom innovate the customer shopping experience and redefine the role fashion plays in customers’ lives through bold investments in emerging categories and partnerships with both established and new brands and designers. He has led major strategic initiatives that have strengthened Nordstrom’s reputation in the fashion industry and kept the brand relevant, such as building the designer offering, evolving Nordstrom’s mix of brands and categories and bringing in limited distribution brands as exclusive partners. He also hosts The Nordy Pod, Nordstrom’s first podcast, which he launched in 2022.
Director
Joined the Board: 2006
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Age 62
Career Highlights
2020 to present: President & Chief Brand Officer of Nordstrom, Inc.
2015 to 2020: Co-President of Nordstrom, Inc.
2006 to 2015: Executive Vice President and President, Merchandising of Nordstrom, Inc.
2000 to 2006: Executive Vice President, Full-Line Stores of Nordstrom, Inc.
2000: Executive Vice President and Director of Full-Line Store Merchandise Strategy of Nordstrom, Inc.
1995 to 2000: Co-President of Nordstrom, Inc.
1978 to 1995: Various other management and sales positions of increasing responsibility
Nordstrom Board
Committee Memberships
None
Other Current Public BoardsPrevious Public Boards in Past 5 Years
NoneNone
What Nordstrom products help you feel good and look your best?
Too many to count and list!
Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James Nordstrom, Jr., Chief Merchandising Officer for the Company.
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2024 Proxy Statement
30
 


PROPOSAL 1 ELECTION OF DIRECTORS
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Amie Thuener O’Toole
Skills and Qualifications
Ms. Thuener O’Toole brings to the Board more than 25 years of finance and accounting experience. Her experience in a variety of senior leadership roles at some of the world’s most innovative companies brings valuable perspectives in finance and accounting matters, including financial planning and reporting, risk assessment, incentive compensation plans and finance advice and support for all mergers and acquisitions activities. She brings to the Board a wealth of knowledge and expertise regarding strategic finance in the context of a rapidly growing and quickly-changing business.
Independent Director
Joined the Board: 2022
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Age 49
Career Highlights
2018 to present: Vice President and Chief Accounting Officer of Alphabet Inc., one of the world’s leading technology conglomerate holding companies
2013 to 2018: Vice President and Chief Accountant of Alphabet Inc.
1996 to 2012: Managing Director, Transaction Services of PricewaterhouseCoopers
Nordstrom Board
Committee Memberships
AFC (Chair)
TC
Other Current Public BoardsPrevious Public Boards in Past 5 Years
NoneNone
What Nordstrom products help you feel good and look your best?
Shoes!


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Guy B. Persaud
Skills and Qualifications
Mr. Persaud brings to the Board more than 15 years of leadership experience in the consumer retail industry and a track record of identifying and operating high-growth and value-creation business opportunities outside of Procter & Gamble’s traditional business units. He has a unique track record of delivering outstanding shareholder return and driving large-scale transformations in a wide range of business and cultural contexts, successfully leading businesses in key global markets such as the U.S., China, Europe, and Latin America. He has significant experience in marketing and brand management, as well as operational expertise in key functions that include research and development, sales, supply chain, manufacturing, acquisitions, product innovation and e-commerce.
Independent Director
Joined the Board: 2023
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Age 53
Career Highlights
2021 to present: President of New Business Unit of Procter & Gamble, a global consumer goods company
2015 to 2021: Senior Vice President and General Manager of Procter & Gamble Latin America
1995 to 2015: Various roles of increasing responsibility at Procter & Gamble
Nordstrom Board
Committee Memberships
None
Other Current Public BoardsPrevious Public Boards in Past 5 Years
NoneNone
What Nordstrom products help you feel good and look your best?
Brushed cotton blazers with great jeans and boots.


31
2024 Proxy Statement
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PROPOSAL 1 ELECTION OF DIRECTORS
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Eric D. Sprunk
Skills and Qualifications
Mr. Sprunk brings to the Board more than 25 years of leadership experience in the consumer retail industry and a track record of driving financial performance and large-scale transformations within a complex global business. He has significant experience in marketing, finance and accounting, as well as operational expertise in key functions that include manufacturing, sourcing, sales and procurement, and product development. His service on public company boards provides additional experience with corporate governance matters, assessing risk and overseeing management.
Independent Director
Joined the Board: 2023
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Age 60
Career Highlights
2013 to 2020: Chief Operating Officer of Nike Inc., a global apparel company
2008 to 2015: Executive Vice President of Global Product and Merchandising of Nike
2001 to 2008: Executive Vice President of Global Footwear of Nike
1993 to 2001: Various executive roles at Nike, including Vice/General Manager of America’s Region, General Manager of Footwear Europe, Middle East and Africa, and Chief Financial Officer of Europe, Middle East and Africa
1987 to 1993: Certified public accountant at Price Waterhouse
Nordstrom Board
Committee Memberships
CPCC
CGNC
Other Current Public BoardsPrevious Public Boards in Past 5 Years
Bombardier Inc. (2021 to present)
General Mills, Inc. (2015 to present)
None
What Nordstrom products help you feel good and look your best?
Sport coats with high-quality dress shirts and denim.

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Bradley D. Tilden
Skills and Qualifications
Mr. Tilden brings to the Board executive, operational, strategic planning and financial experience, as well as insights with respect to customer rewards programs in the consumer services industry. Mr. Tilden’s public company board service provides him with experience with corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.
Independent Director
Joined the Board: 2016
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Age 63
Career Highlights
2021 to 2022: Chairman of Alaska Air Group, Inc., an airline holding company comprised of Alaska Airlines, Inc., and Horizon Air, Inc.
2014 to 2021: Chairman and Chief Executive Officer of Alaska Air Group, Inc.
2012 to 2014: President and Chief Executive Officer of Alaska Air Group, Inc.
2008 to 2012: President of Alaska Air Group, Inc.
2002 to 2008: Executive Vice President of Finance and Planning of Alaska Air Group, Inc.
2000 to 2008: Chief Financial Officer of Alaska Air Group, Inc.
Prior to 2000: Vice President of Finance at Alaska Air Group, Inc.; PricewaterhouseCoopers
Nordstrom Board
Committee Memberships
CGNC
Other Current Public BoardsPrevious Public Boards in Past 5 Years
NoneAlaska Air Group, Inc. (2010 to 2022)
What Nordstrom products help you feel good and look your best?
Well-made jeans with a dress shirt and classic blue blazer.
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2024 Proxy Statement
32
 


PROPOSAL 1 ELECTION OF DIRECTORS
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Mark J. Tritton
Skills and Qualifications
Mr. Tritton brings to the Board over 30 years of experience in retail and apparel businesses, providing him deep insights into consumer behavior, brand building and operational matters which are key to the Company’s business. In addition, as a former CEO of a public company retailer, Mr. Tritton has unique insights into the challenges facing our Company and our industry.
Independent Director
Joined the Board: 2020
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Age 60
Career Highlights
2019 to 2022: President and Chief Executive Officer of Bed Bath & Beyond Inc., an omnichannel retailer selling a wide assortment of domestic merchandise and home furnishings online and through several brand retail storefronts
2016 to 2019: Executive Vice President and Chief Merchandising Officer of Target Corporation, an omnichannel retailer selling everyday essentials and fashionable, differentiated merchandise at discounted prices online and through several brand retail storefronts
2009 to 2016: Executive Vice President and Division President of the Nordstrom Product Group of Nordstrom, Inc.
On April 23, 2023, Bed Bath & Beyond Inc. filed a voluntary Chapter 11 petition with the United States Bankruptcy Court for the District of New Jersey.
Nordstrom Board
Committee Memberships
CPCC
CGNC
Other Current Public BoardsPrevious Public Boards in Past 5 Years
NoneBed Bath & Beyond Inc. (2019 to 2022)
What Nordstrom products help you feel good and look your best?
Stylish footwear and quality skin care products.
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Atticus N. Tysen
Skills and Qualifications
Mr. Tysen brings to the Board more than three decades of engineering and information security experience. Mr. Tysen also has a wealth of knowledge and expertise regarding technology, cybersecurity and fraud prevention in the context of a rapidly growing and quickly-changing business. His background will add to the diversity of experience already represented across our Board and help us hone an increasingly important area of focus for the retail industry.
Independent Director
Joined the Board: 2023
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Age 58
Career Highlights
2021 to present: Senior Vice President Product Development, Chief Information Security and Fraud Prevention Officer of Intuit Inc., a global provider of business and financial management solutions
2020 to 2021: Senior Vice President, Chief Information Security Officer, Chief Fraud Prevention Officer and Chief Information Officer of Intuit Inc.
2013 to 2020: Senior Vice President and Chief Information Officer of Intuit Inc.
Nordstrom Board
Committee Memberships
AFC
TC
Other Current Public BoardsPrevious Public Boards in Past 5 Years
NoneNone
What Nordstrom products help you feel good and look your best?
Casual chinos paired with a great shirt.


33
2024 Proxy Statement
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Back to Contents

AUDIT AND FINANCE COMMITTEE REPORT
The AFC operates under a written charter adopted by the Board. The charter contains a detailed description of the scope of the AFC’s responsibilities and how they will be carried out. The AFC’s charter is available on our Investor Relations Website.
The AFC currently consists of five Directors, each of whom has been determined by the Board to meet the heightened independence requirements under SEC and NYSE Listed Company Rules. In addition, the Board has determined that four of the members of the AFC are “audit committee financial experts” under SEC rules.
The AFC serves in an oversight capacity and is not part of the Company’s managerial or operational decision-making process. As part of its responsibilities for oversight of the Company’s Enterprise Risk Management process, the AFC reviews and discusses Company policies and processes with respect to risk assessment and risk management, including discussions of individual risk areas. Management is responsible for the Company’s internal controls and the financial reporting process. Deloitte, the Company’s independent registered public accounting firm, reports to the AFC, and is responsible for performing an integrated audit of the Company’s consolidated financial statements and internal controls over financial reporting in accordance with auditing standards generally accepted in the United States.
Deloitte and the Company’s internal auditors have full access to the AFC. The auditors meet with the AFC at each of the AFC’s regularly scheduled meetings, with and without management being present, to discuss appropriate matters. The AFC has also discussed with the independent auditors the matters required to be discussed under the applicable rules of the Public Company Accounting Oversight Board and the SEC. The AFC has the sole authority to engage, evaluate and terminate the Company’s independent auditors. The AFC also pre-approves all auditing services, internal control-related services and permitted non-audit services to be performed by the Company’s independent auditors, and periodically reviews whether to request proposals for the engagement of the independent audit firm. The AFC recommended to the Board that the audited consolidated financial statements for the fiscal year ended February 3, 2024 be included in the Company’s 2023 Annual Report for such fiscal year, based on the following actions by the Committee:
review of the Company’s audited consolidated financial statements with management;
review of the unaudited interim financial statements and Form 10-Q prepared each quarter by the Company;
review of the Company’s Disclosure Committee practices and the certifications prepared each quarter in accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002;
review with management of the critical accounting estimates on which the financial statements are based, as well as its evaluation of alternative accounting treatments;
receipt of management representations that the Company’s financial statements were prepared in accordance with GAAP;
review, with management, the internal auditors and Deloitte, of management’s assessment of the effectiveness of the Company’s internal controls over financial reporting and Deloitte’s evaluation of the Company’s internal controls over financial reporting;
review, with legal counsel and management, of contingent liabilities;
receipt of the written disclosures and letter from Deloitte required by the Public Company Accounting Oversight Board Ethics and Independence Rule 3526, Communication with AFCs Concerning Independence; and
review with Deloitte of Deloitte’s independence, the audited consolidated financial statements, the matters required to be discussed by Auditing Standard No. 16 Communications with AFCs, as amended, and other matters, including Rule 2-07 of SEC Regulation S-X.
Audit and Finance Committee
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Amie Thuener O’Toole, ChairStacy Brown-PhilpotJames L. DonaldKirsten A. GreenAtticus N. Tysen
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2024 Proxy Statement
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Back to Contents
PROPOSAL 2:RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Board recommends a vote “FOR” this proposal.
The AFC, consistent with NYSE and SEC rules, has appointed Deloitte to be the Company’s independent registered public accounting firm for the fiscal year ending February 1, 2025. Deloitte and its predecessors have served as the Company’s independent registered public accounting firm for over 50 years, including the fiscal year ended February 3, 2024. As a matter of good corporate practice to provide shareholders an avenue to express their views on this matter, the Board has determined to seek shareholder ratification of Deloitte’s appointment at this time. If the shareholders do not ratify the appointment of Deloitte, the Board will reconsider the appointment. A representative of Deloitte will attend the Annual Meeting to respond to questions and to make a statement if desired.
Audit Fees
The following table summarizes fees billed or expected to be billed to the Company in connection with services by Deloitte:
 
Fiscal Year Ended February 3, 2024
Fiscal Year Ended January 28, 2023
Type of Fee($)(%)($)(%)
Audit Fees(a)
4,765,000 92 3,658,000 89 
Audit-Related Fees(b)
431,000 389,000 
Tax Fees(c)
— — 67,000 
TOTAL5,196,000 100 4,114,000 100 
(a) Audit Fees primarily relate to fees for services for: (i) auditing the consolidated financial statements of the Company; (ii) reviewing the interim financial information of the Company included in its Form 10-Qs; and (iii) auditing the Company’s internal controls over financial reporting. Substantially all of Deloitte’s work on these audits was performed by full-time, regular employees and partners of Deloitte and its affiliates.
(b) Audit-Related Fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and internal controls over financial reporting, services related to the issuance of the Company’s securities and accounting research tool subscription fees. This amount does not reflect additional amounts of $383,171 for fiscal year ended February 3, 2024, and $383,246 for fiscal year ended January 28, 2023, which were reimbursed to the Company by its banking partner in connection with the System and Organization Controls report related to the Company’s credit card servicing activities.
(c) Tax Fees are fees related to advice and recommendations on Canadian customs and import duty filings for the fiscal year ended January 28, 2023.
Pre-Approval Policy
Consistent with SEC policies regarding auditor independence, the services performed by Deloitte for the fiscal years ended February 3, 2024 and January 28, 2023 were pre-approved in accordance with the policies and procedures adopted by the AFC. The pre-approval policy is periodically reviewed and updated. It describes the permitted audit, audit-related, tax and other services that Deloitte may perform.
Normally, pre-approval is provided at regularly scheduled AFC meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been assigned to the Chair of the AFC. The Chair is responsible for updating the AFC at the next regularly scheduled meeting of any services that were pre-approved between meetings.
The AFC approves proposed services, which incorporates appropriate oversight and control of the Deloitte relationship, while permitting the Company to receive immediate assistance from Deloitte when time is of the essence.


35
2024 Proxy Statement
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PROPOSAL 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Committee also reviews on a regular basis:
a listing of approved services since its last review;
a report summarizing the year-to-date services provided by Deloitte, including fees paid for those services; and
a projection for the current fiscal year of estimated fees.
The policy prohibits the Company from engaging the independent registered public accountants for services billed on a contingent fee basis and from hiring current or former employees of the independent auditor who have not satisfied the statutory cooling-off period for certain positions.
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EXECUTIVE OFFICERS
The Executive Officers of the Company are appointed annually by the Board following each year’s Annual Meeting and serve at the discretion of the Board. In addition to Erik Nordstrom and Peter Nordstrom, whose biographical information is provided under Election of Directors on page 30, the following are the other Executive Officers of the Company on the filing date of this Proxy Statement.
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Fanya Chandler
Employee since 1991
Age 52
President, Nordstrom Stores since September 2023. Previously, she served as Senior Vice President, Southwest Regional Manager from 2015 to 2019, and again from 2020 until 2023. From 2019 to 2020, she served as Senior Vice President, President, Trunk Club. Ms. Chandler has held several leadership positions across the organization during her more than 30 years with Nordstrom.
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Alexis DePree
Employee since 2020
Age 45
Chief Supply Chain Officer since January 2020. Ms. DePree previously served as Vice President of Americas Sort Centers and Planning at Amazon.com, Inc. from 2018 to 2020, and as Amazon’s Vice President of Global Supply Chain Operations from 2016 to 2018. From 2007 to 2016, she held executive positions with increasing responsibility at Target Corporation, prior to which she was employed at Dell Technologies Inc. in various leadership positions from 2001 to 2005. Ms. DePree currently serves as a director at Arhaus, Inc.
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Gemma Lionello
Employee since 1988
Age 58
President, Nordstrom Rack since September 2023. Previously, Ms. Lionello served as Senior Vice President and Regional Manager of the Northeast Region for Nordstrom and Nordstrom Rack. Throughout her 35-year tenure with the Company, Ms. Lionello has held various leadership roles, including multiple regional manager roles for both Nordstrom and Nordstrom Rack and nearly a decade successfully leading Nordstrom’s Beauty and Accessories teams as General Merchandise Manager.
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Jason Morris
Employee since 2023
Age 48
Chief Technology and Information Officer since May 2023. Prior to Nordstrom, Mr. Morris served as Senior Vice President, Enterprise Business Services for Walmart Global Tech from January 2021 to April 2023. From 2016 to 2021, Mr. Morris served as Vice President of Retail Technology for Walmart Inc. From 2000 to 2016, he held positions with increasing responsibility at Walmart Inc.
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James F. Nordstrom, Jr.
Employee since 1986
Age 51
Chief Merchandising Officer since September 2023. Previously, he served as Chief Stores Officer from April 2022 until September 2023, and President, Stores from May 2014 to April 2022. From 2005 to 2014, Mr. Nordstrom served as Executive Vice President and President, Nordstrom.com. He previously served as Corporate Merchandise Manager, Children’s Shoes, from May 2002 to February 2005, and as a project manager for the design and implementation of the Company’s inventory management system from 1999 to May 2002. Mr. Nordstrom is a great-grandson of the Company’s founder.


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EXECUTIVE OFFICERS
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Lisa Price
Employee since 2023
Age 51
Chief Human Resources Officer since November 2023. Previously, Ms. Price served as Executive Vice President and Chief Human Resources Officer of Domino’s Pizza, Inc. from August 2019 to November 2023. Prior to Domino’s, Ms. Price served as a member of the human resources team at Nordstrom from 2015 to 2019, most recently as Senior Vice President of Human Resources. Before Nordstrom, Ms. Price spent more than 20 years at Starbucks supporting the company’s rapid growth and global expansion in a variety of human resources roles, last serving there as Vice President of Partner Resources.
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Cathy R. Smith
Employee since 2023
Age 60
Chief Financial Officer since May 2023. Ms. Smith has more than 30 years of financial leadership experience across multiple industries and organizations. Most recently, she served as the Chief Financial Officer and Chief Administrative Officer of Bright Health Group from 2020 to 2023. Prior to Bright Health, she served as Target Corporation’s Chief Financial Officer from 2015 to 2020. Throughout her distinguished career, Ms. Smith has also held Chief Financial Officer roles at several other companies, including Express Scripts, Walmart International, GameStop, Centex, Kennametal, Textron and Raytheon. Ms. Smith currently serves as a director at PPG Industries and Baxter International. Previously, she served as a director for Dick’s Sporting Goods.
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Ann Munson Steines
Employee since 2019
Age 58
Chief Legal Officer, General Counsel and Corporate Secretary since April 2022. Ms. Steines joined the Company as General Counsel and Corporate Secretary in July 2019. Previously, she was Senior Vice President, Deputy General Counsel and Assistant Secretary for Macy’s, Inc. for approximately ten years. Ms. Steines joined Macy’s, Inc. in 1998 as Assistant Counsel, Employment Law, and rose through positions of increasing responsibility until her appointment as Deputy General Counsel and Assistant Secretary. Prior to Macy’s, Ms. Steines was a Senior Attorney with the Overnite Transportation Company, a subsidiary of Union Pacific Corporation. Ms. Steines began her legal career with Dinsmore & Shohl in Cincinnati, Ohio in 1990 and then practiced law with the law firm of Michael Best & Friedrich in Milwaukee, Wisconsin.
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Kenneth J. Worzel
Employee since 2010
Age 59
Chief Customer Officer since April 2022. Previously, he served as Chief Operating Officer from August 2019 to April 2022. From 2018 to August 2019, Mr. Worzel served as Chief Digital Officer, from 2016 to 2019 as President of Nordstrom.com, and from 2010 to 2016, as Executive Vice President, Strategy and Development. Prior to joining the Company, he was a partner with McKinsey & Company, a global management consulting firm, from 2009 to 2010. While at McKinsey, he provided the Company and other clients with management strategy and organizational services. Prior to joining McKinsey, he was a Managing Partner at Marakon Associates, an international strategy consulting firm, from 1992 to 2008. As a Partner at Marakon Associates, he provided consulting services to the Company from 1997 to 2008. Mr. Worzel currently serves as a director of State Farm Mutual Automobile Insurance Company.
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COMPENSATION OF EXECUTIVE OFFICERS
Compensation, People and Culture Committee Report
The CPCC has reviewed and discussed with management the CD&A included in this Proxy Statement. The CPCC believes the CD&A represents the intent and actions of the CPCC with regard to executive compensation and has recommended to the Board that it be included in this Proxy Statement for filing with the SEC.
Compensation, People and Culture Committee
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James L. Donald, ChairGlenda G. McNealEric D. SprunkMark J. Tritton
Compensation Discussion and Analysis
Table of Contents
This section describes our executive compensation program and the compensation decisions made for our fiscal year 2023 NEOs. Michael Maher separated on June 16, 2023.
Erik B. NordstromChief Executive Officer
Cathy R. SmithChief Financial Officer
Jason MorrisChief Technology and Information Officer
Peter E. NordstromPresident & Chief Brand Officer
Kenneth J. WorzelChief Customer Officer
Michael W. MaherFormer Interim Chief Financial Officer and Chief Accounting Officer
Executive Summary
We remain committed to delivering profitable growth while improving the customer experience. Our results reflect our focus throughout 2023 on our three priorities: improve Nordstrom Rack performance, increase inventory productivity and optimize our supply chain. We will continue to build on the progress we made in 2023 as we focus our efforts on three refreshed key priorities in 2024: driving Nordstrom banner growth, optimizing operationally and building on momentum at the Rack.
Driving Nordstrom banner growth – Our first priority is to drive growth at our Nordstrom banner, with a focus on digital-led growth supported by our stores. In 2024, we plan to launch our digital marketplace on Nordstrom.com, which will allow us to grow our curated online assortment to serve more customers on even more occasions through increasing our use of unowned inventory. Marketplace will allow our customers to shop more products and sizes from their favorite brands, while providing them more access to new and emerging brands. Expanding our assortment through unowned inventory has the potential to drive Operational Gross Merchandise Value (GMV) growth in addition to providing compelling economics.
We will also focus on driving growth at our Nordstrom banner through increasing customer engagement and improving retention. We will do this through amplifying the brands that matter most to our customers and ensuring we have consistent depth in these brands across our stores and online, with our Beauty division playing a prominent role.


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COMPENSATION OF EXECUTIVE OFFICERS
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Optimizing operationally – We made significant progress on our supply chain initiatives in 2023, which drove improvements in customer experience and profitability. We delivered a better experience to our customers through faster delivery, lower cancellation rates and increased accuracy of inventory, while also driving cost savings. In the fourth quarter of 2023, our team delivered the sixth consecutive quarter of 50-plus basis points of improvement in variable supply chain expense savings, while at the same time improving our click-to-delivery speed.
We plan to build upon these successes in 2024, with the end goal of enhancing the customer experience through faster delivery and improving our cost position by maximizing our inventory value throughout its lifecycle. We are making investments in systems and technology enablers to standardize and streamline our inventory processes, expanding the scale of our radio-frequency identification utilization and improving the inventory movement within our business.
Building on momentum at Nordstrom Rack – In 2023, we opened 19 new stores and our intent is to open 22 new stores in 2024. We believe new Rack stores are a great investment, with returns that exceed our cost of capital and have a short payback period. Expanding our network of stores also brings our omnichannel services closer to the customer, giving them more reasons and opportunities to engage with us.
Our priority for 2024 is to continue building on our momentum from 2023 and deliver topline Rack growth, led by stores and supported by enhanced digital capabilities. We aim to deliver great brands at great prices for our customers at Nordstrom Rack, and we continue to improve by growing the most desirable brands offered, driving greater engagement and profitability at NordstromRack.com and expanding our reach and convenience with new Rack stores in key markets.
We are proud of the efforts that we undertook in 2023, as well as the outcomes that enhanced the customer experience and drove improved financial results. We are committed to delivering profitable growth while improving the customer experience, and we expect 2024 to be a year of continued momentum toward the long-term strength and durability of our business.
Shareholders Support Our Compensation Program
Our shareholders approved our Board’s recommendation to hold executive compensation advisory votes on an annual basis so that they may frequently and openly express their views about the compensation of our NEOs. Each year since 2011, more than 90% of the votes cast have been supportive of our compensation programs. The CPCC took shareholders’ sustained support into account as it continued to implement similar compensation policies and programs in fiscal year 2023.
We Emphasize Variable Pay and Balance Short- and Long-Term Incentive Values
In accordance with our pay-for-performance philosophy, the compensation program for our NEOs is straightforward in design and includes four primary elements: base salary, performance-based bonus, LTIs and benefits. Within these pay elements, we emphasize variable pay over fixed pay, with at least 72% of each NEO’s target compensation linked to our financial or market results, with the exception of the Former Interim Chief Financial Officer and Chief Accounting Officer for whom 55% of target compensation was variable, consistent with other similarly leveled executives. The program also balances the importance of these executives achieving both critical short-term objectives and strategic long-term priorities. The following graphics represent fiscal year 2023 target direct compensation (excluding benefits) for the CEO, President & Chief Brand Officer and other NEOs, and exclude new-hire cash and equity awards made in 2023 to Cathy Smith and Jason Morris, as discussed on page 43 and 44.
CEO and
President & Chief Brand Officer
Average of All Other NEOs
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85%75%
Performance-BasedPerformance-Based
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COMPENSATION OF EXECUTIVE OFFICERS
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Our Variable Pay Reflects Company Performance
Our pay-for-performance design includes rigorous performance goals and high performance standards. Further, with a substantial portion of pay in the form of Common Stock, pay outcomes align with our shareholders’ interests. This is evidenced by our NEOs’ recent performance-based annual cash bonus payouts and grant realizable values as of fiscal year end 2023, as shown in the following tables.
Performance-Based Annual Cash Bonus20192020202120222023
CEO and President & Chief Brand Officer actual bonus payouts as a % of target47%0 %128%0 %70%
Incentive Adjusted EBIT weighting as a % of target100 %100 %100 %100 %100 %
Average of all other NEOs actual bonus payouts as a % of target56 %0 %128 %0 %65 %
Incentive Adjusted EBIT weighting as a % of target67 %67 %100 %100 %75 %
Grant Realizable %20192020202120222023
CEO and President & Chief Brand Officer (realizable value as a % of grant value)0 %58 %0 %36 %50 %
Average of all other active NEOs (realizable value as a % of grant value)12 %88 %43 %36 %107 %
The table above reflects realizable values for active NEOs shown as a percent of grant values in the year of grant, based on the actual values at the time of vest and current unvested values using our 2023 fiscal year-end stock price of $18.12 and a 75% payout percentage for the 2022 and 2023 PSU awards (the minimum percentage that would have been earned as of fiscal year end).
The PSUs granted on March 9, 2020 were cancelled on August 18, 2020 and are not reflected in the above table.
The CPCC reviews these results and other analyses with the goal of ensuring that the NEOs’ aggregate compensation aligns with shareholder interests. Based on these and other outcomes, the CPCC believes that total direct compensation for our NEOs reflects our pay-for-performance philosophy and is well aligned with shareholder interests.


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COMPENSATION OF EXECUTIVE OFFICERS
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Effective Corporate Governance Reinforces Our Compensation Program
Our compensation philosophy for our executive team, including our NEOs, is reflected in governance practices that support the needs of our business, drive performance and align with our shareholders’ interests. Below is a summary of what we do and don’t do in that regard.
WHAT WE DOWHAT WE DON’T DO
ü
Pay-for-performance: Our compensation program for NEOs emphasizes variable pay over fixed pay, with at least 72% of each NEO’s target compensation linked to our financial or market results, with the exception of the Former Interim Chief Financial Officer and Chief Accounting Officer, for whom 55% of target compensation was variable, consistent with other similarly leveled executives.
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Provide employment agreements.
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Offer separation benefits to our NEOs who are Nordstrom family members.
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Offer special perquisites to our NEOs.
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Maintain separate change in control agreements.
ü
Retain meaningful stock ownership guidelines: Our expectations for ownership align executives’ interests with those of our shareholders, and each continuing NEO has exceeded his or her target.
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Reprice underwater stock options.
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Issue grants below 100% fair market value.
ü
Mitigate undue risk: We have caps on potential performance-based bonus payments, a Clawback Policy on performance-based compensation and active and engaged oversight and risk management systems, including those related to compensation-related risk.
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Pay dividends on any unearned or unvested equity awards.
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Permit hedging or short-sale transactions.
ü
Engage an independent compensation consulting firm: The CPCC’s consultant does not provide any other services to the Company.
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Count pledged shares toward stock ownership targets.
üApply conservative post-employment and change in control provisions.
ü
Limit accelerated vesting: Our equity plan provides for accelerated vesting of equity awards after a change in control only if an executive is involuntarily terminated by the Company without cause or resigns for good reason, a provision referred to as a “double trigger.”
ü
Restrict pledging activity: All Executive Officers are subject to pre-clearance requirements and restrictions.
ü
Receive strong shareholder support: Each year since 2011, more than 90% of the votes cast have been supportive of our compensation programs.
Framework for Executive Compensation
Our Pay and Benefits Philosophy
We believe that if our customers win, our employees and shareholders win – our interests are aligned.
We pay for performance by investing in talent that delivers results and demonstrates the behaviors that drive our success, while not encouraging excessive risk taking.
We deliver competitive pay and benefits for all jobs and differentiate pay for critical jobs that directly impact our ability to deliver on our strategy.
We use objective market data to design flexible pay and benefits programs to help attract, retain, motivate and reward our employees and meet the needs of specific talent groups.
We provide equal pay and promotion opportunities for all employees and give them the information they need to clearly understand their pay and effectively manage their careers.
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Each Element of Compensation Has Its Own Purpose
Our compensation program for NEOs is made up of four primary elements outlined on the following table. Each element has its own purpose based on our fundamental premise of pay-for-performance and our pay and benefits philosophy, as previously described. Additional information is provided on the following pages.
Compensation ElementPurpose
Base Salary
(Page 43)
Reflect scope of the role and individual performance through base-line cash compensation.
Performance-Based Annual
Cash Bonus
(Page 43)
Motivate and reward contributions to annual operating performance and long-term business strategy with cash that varies based on results.
LTIs
(Page 45)
Promote alignment of executive decisions with Company goals and shareholder interests where value varies with Company stock performance.
Benefits
(Page 46)
Provide meaningful and competitive broad-based and executive benefits that support healthy lifestyles and contribute to financial security.
Pay Changes for 2023
On an annual basis, the CPCC reviews base salary, performance-based bonus target opportunity and LTI target annual grant value for each of the executives in consideration of the upcoming fiscal year. CPCC decisions for fiscal year 2023 targets for the NEOs are summarized in this section and shown as a year-over-year comparison. Cathy Smith and Jason Morris joined the Company on May 29, 2023 and May 1, 2023, respectively, and did not receive the 2023 LTI annual grant. See LTIs on page 45 for information on one-time equity grants. In 2023, the base salaries, target bonus opportunities and target LTI of all other NEOs remained unchanged.
Base Salary
($)
Performance-Based
Annual Cash Bonus
(Target Opportunity
as a % of Base Salary)
LTI
Annual Grant
(Target Grant Value
as a % of Base Salary)
NameFYE 2022FYE 2023FYE 2022FYE 2023FYE 2022FYE 2023
Erik B. Nordstrom758,500 758,500 200 200 350 350 
Cathy R. SmithN/A875,000 N/A125 N/A250 
Jason MorrisN/A830,000 N/A80 N/A175 
Peter E. Nordstrom758,500 758,500 200 200 350 350 
Kenneth J. Worzel895,000 895,000 125 125 250 250 
Michael W. Maher525,000 525,000 50 50 70 70 
Base Salary
The CPCC begins its annual review of base salary for the NEOs through discussion with the CEO and President & Chief Brand Officer on the expectations and achievements of each executive during the previous year, as well as their pay history and pay equity with other internal roles. The CPCC then references similar roles in peer companies to ensure they are within a competitive range of the peer group median. NEOs do not necessarily receive increases in base salary every year. When they do, the changes are generally effective in March.
Performance-Based Annual Cash Bonus
The opportunity for annual performance-based cash awards under our shareholder-approved Nordstrom, Inc. EMBP is designed to focus the NEOs on the alignment between annual operating performance and long-term business strategy.
In determining the target bonus opportunities, the CPCC takes into account the mix of pay elements, market pay information for similar roles within our peer group and the internal relationship between roles within the Company.
In support of our pay-for-performance philosophy, the maximum bonus payout, which is associated with superior performance, is 250% of an executive’s target bonus opportunity. This maximum is higher than is common among our retail peers because we believe it is important to continue encouraging and paying rewards when we achieve truly superior results. Under our approach, truly superior results are rarely achieved. In the past ten years, we have not paid out bonuses in excess of 150% of target.
For fiscal year 2023, the CPCC maintained the financial performance measures of Incentive Adjusted EBIT, which emphasizes the importance of earnings and its role in driving shareholder value, and Incentive Adjusted ROIC, which ensures our overall performance aligns directly with shareholder returns over the long term.
The weighting of the Incentive Adjusted EBIT measure remained at 100% for the CEO and President & Chief Brand Officer. For the other NEOs, the weighting of the Incentive Adjusted EBIT measure was modified from 100% to 75%. Additionally, individual operational metrics weighted at 25%, and subject to achieving the Incentive Adjusted EBIT threshold, were added to drive greater line of sight toward achievement of other financial metrics which strongly influence EBIT and ROIC.


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Measure and Weighting
CEO and President & Chief Brand Officer
100% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold
Other NEOs
75% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold
25% Operational Metric subject to achievement of the Incentive Adjusted EBIT threshold
The CPCC defines financial milestones for Incentive Adjusted ROIC (as a threshold) and Incentive Adjusted EBIT (as a range) that relate to varying percentages of bonus payout. The difficulty level in achieving the milestones reflects the CPCC’s belief that there should be a balance between executive pay opportunity, reinvestment in the Company and return to shareholders.
In accordance with our EMBP, Incentive Adjusted EBIT and Incentive Adjusted ROIC achievement used to determine bonus payout may differ from EBIT and Adjusted ROIC, as reported in our 2023 Annual Report, and exclude certain performance-based compensation elements in order to be more reflective of business performance. Incentive Adjusted EBIT and Incentive Adjusted ROIC are not measures of financial performance under GAAP and should be considered in addition to, and not a substitute for, return on assets, net earnings, total assets or other GAAP financial measures. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.
2023 Bonus Measure Outcomes and Payouts
Our Incentive Adjusted EBIT achievement was $718 million and Incentive Adjusted ROIC exceeded the threshold of 7.0%, resulting in a 70% bonus payout on the EBIT measure, which was weighted 100% for the CEO and President & Chief Brand Officer and weighted 75% for all other NEOs. The performance-based annual cash bonus results for the EMBP are summarized in the following table.

 Milestones
Name
Bonus Measure (a) (b)
WeightThreshold
25%
Target
100%
Superior
250%
Actual
Total Bonus Payout as a % of Target (c)
Erik B. NordstromIncentive Adjusted EBIT100 %$498M$858M$1,258M$718M70 %
Total Payout70 %
Cathy R. SmithIncentive Adjusted EBIT75 %$498M$858M$1,258M$718M53 %
Operational Metric25 %19 %
Total Payout72 %
Jason MorrisIncentive Adjusted EBIT75 %$498M$858M$1,258M$718M53 %
Operational Metric25 %19 %
Total Payout72 %
Peter E. NordstromIncentive Adjusted EBIT100 %$498M$858M$1,258M$718M70 %
Total Payout70 %
Kenneth J. WorzelIncentive Adjusted EBIT75 %$498M$858M$1,258M$718M53 %
Operational Metric25 %— %
Total Payout53 %
Michael W. MaherIncentive Adjusted EBIT75 %$498M$858M$1,258M$718M— %
Operational Metric25 %— %
Total Payout %
(a) The Incentive Adjusted EBIT measure was subject to achievement of the Incentive Adjusted ROIC threshold of 7%, and was met with actual Incentive Adjusted ROIC of 8.5%.
(b) The Operational Metrics were subject to achievement of the Incentive Adjusted EBIT threshold of $498M, which was met with actual Incentive Adjusted EBIT of $718M.
(c) Michael Maher separated on June 16, 2023 and was not eligible for a payout per EMBP rules.
One-Time Cash Awards
As part of her offer approved by the CPCC, Cathy Smith received a one-time lump sum cash sign-on payment of $550,000 as a consideration for value forfeited by joining the Company.
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As part of his offer approved by the CPCC, Jason Morris received a cash sign-on payment paid in three installments as a consideration for value forfeited by joining the Company. The first installment of $1,170,000 was paid in fiscal year 2023, with the second and third installments of $415,000 to be paid in fiscal years 2024 and 2025, respectively, contingent upon continued service with the Company.
LTIs
Annual grants of LTIs under our shareholder-approved EIP are intended to provide the NEOs with additional incentive to create shareholder value and receive financial rewards. In establishing the LTI annual grant value for each NEO, the CPCC considers the mix of pay elements, market pay information for similar roles within our peer group, our annual share usage and dilution, performance and internal equity of grant size by role. The CPCC considers annual equity-based awards at its annual February meeting, which is typically held approximately three weeks after fiscal year-end, and approves such awards either at that meeting or in the days shortly following. The February meeting occurs after performance results for the prior year are known, which allows the CPCC to align compensation elements with our performance and business goals.
In 2023, the CPCC determined to make no changes to target LTI or LTI annual grant mix. The target annual grant mix for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel remained 60% PSUs and 40% stock options. Cathy Smith and Jason Morris joined the Company on May 29, 2023 and May 1, 2023, respectively, and did not receive the 2023 LTI annual grant. See One-Time Equity Awards below for more information about one-time grants to Cathy Smith and Jason Morris.
The 2023 PSUs will pay out based on the cumulative sales and EBIT margin % over a three-year performance period ending on January 31, 2026. Goals for the PSUs are aligned with the Company’s long-range plan. The CPCC believes that these measures reflect the Company’s key areas of strategic focus over the next three years. The minimum percentage of PSUs that can be earned at the end of the three-year performance cycle is 75% and the maximum is 150%.
The stock options will vest 50% in year three and 50% in year four to emphasize the long-term nature of the award.
Michael Maher’s 2023 LTI annual grant mix was composed of 75% RSUs with four-year equal vesting and 25% stock options vesting 50% in year three and 50% in year four. He forfeited all unvested equity, including this award, upon his separation on June 16, 2023.
The CPCC retains discretion to approve LTI annual grants above and below the target grant value as a percent of base salary in any given year to reflect an individual’s contributions to delivering shareholder value. The CPCC did not use its discretion to modify any NEO target LTI annual grants for 2023.
One-Time Equity Awards
Because Cathy Smith and Jason Morris were hired mid-year, they did not receive the 2023 LTI annual grant. Upon their hires, the CPCC granted one-time equity awards, which considered their exclusion from the 2023 LTI annual grant, as well as value they forfeited from their former employers.
Cathy Smith received two new hire grants on June 2, 2023, the first day of the open trading window following both the Committee’s approval and her start date. The first grant was valued at $4,000,000 at the time of grant and consisted of RSUs which vest 55% on June 10, 2024, 25% on June 10, 2025 and 20% on June 10, 2026. The second grant was valued at $2,500,000 at the time of grant and consisted of RSUs vesting 50% on June 10, 2025 and 50% on June 10, 2026.
Jason Morris received two new hire grants on June 2, 2023, the first day of the open trading window following both the Committee’s approval and his start date. The first grant was valued at $3,250,000 at the time of grant and consisted of RSUs which vest 33% on June 10, 2024, 33% on June 10, 2025 and 34% on June 10, 2026. The second grant was valued at $750,000 at the time of grant and consisted of RSUs vesting 50% on June 10, 2026 and 50% on June 10, 2027.
2022 PSUs Are Still in Process
The extent to which the 2022 PSUs will pay out is based on the cumulative sales and EBIT margin % over the three-year performance period ending on February 1, 2025. Goals for the PSUs are aligned with the Company’s long-range plan. The CPCC believes that these measures reflect the Company’s key areas of strategic focus over the next three years. The minimum percentage of the 2022 PSUs that can be earned at the end of the three-year performance cycle is 75% and the maximum is 150%.
Stock Ownership Guidelines Align Executives and Shareholders
To align our executives’ interests with those of our shareholders and to ensure that our executives own meaningful levels of Company stock throughout their tenures with the Company, our stock ownership guidelines were formally established in 2004. Ownership shares are made up of all forms of Common Stock, as well as vested PSUs that are deferred, unvested PSUs with a minimum payout of more than zero and unvested RSUs. Ownership shares do not include unvested or vested stock options, unvested PSUs with a minimum payout of zero or pledged shares.
The NEOs and other Executive Officers have a share target defined as base salary on April 1st multiplied by their ownership multiple of base salary divided by a 52-week average closing stock price. The ownership multiples of base salary depend on the executive’s role in the Company and are as shown in the following table for the NEOs. The CPCC has assigned these particular multiples to match or exceed market practice, and to represent a significant portion of the overall compensation package to reinforce the alignment of management’s decision-making with shareholder interests. Executives will be deemed to be in compliance with the stock ownership guidelines once their ownership shares meet or exceed the threshold, and will remain in compliance, unless and until the executive sells shares.


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Under our guidelines, NEOs and other Executive Officers are permitted to conduct any open market transactions in Common Stock only in accordance with an approved SEC Rule 10b5-1 trading plan or with pre-clearance from the Chief Legal Officer during an open trading window. Transactions pursuant to SEC Rule 10b5-1 trading plans predetermine the timing, number of shares and price at which an Executive Officer may buy or sell Company shares. The Executive Officers must also achieve and retain a minimum holding of 100% of their ownership targets before they may sell or otherwise dispose of Company shares. Executive Officers have five years to achieve their target.
The CPCC regularly reviews stock ownership status for the Executive Officers. Each continuing NEO has exceeded his or her target.
PositionMultiple of Base Salary Used to Establish Ownership Target
Chief Executive Officer10x
Chief Financial Officer4x
Chief Technology and Information Officer3x
President & Chief Brand Officer10x
Chief Customer Officer4x
Former Interim Chief Financial Officer and Chief Accounting Officer1x
Benefits
The Company offers the NEOs a comprehensive program of benefits which enhance total compensation with meaningful and competitive offerings that support healthy lifestyles and contribute to financial security. These benefits are regularly reviewed for consistency with our pay and benefits philosophy, organizational culture and market practices.
Additional information on 2023 benefits is provided in the following table.
 BenefitWhere to Learn More
Broad-Based (including Executives)
Company contribution to medical, dental and vision coverage
401(k): Company matching contributions are made each pay period an employee contributes to the 401(k) Plan, equal to a dollar for dollar match up to 1% of eligible pay, then $0.50 per dollar on the next 6% of eligible pay, up to a maximum of 4% of eligible pay and IRC limits
Short- and long-term disability
Life insurance
Relocation assistance
Merchandise discount
NDCP including Company match for eligible participants
Paid parental leave and adoption assistance
Paid time away
Health savings account and flexible spending accounts
ESPP
For 401(k), long-term disability and life insurance, relocation assistance, tax reimbursement in connection with relocation and merchandise discount, see All Other Compensation in Fiscal Year 2023, footnotes (a), (b), (c), (d) and (e) respectively on page 52.
For NDCP, see Nonqualified Deferred Compensation beginning on page 59.
Executive Benefits
Retiree Health: This program closed to new entrants in 2013; Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are participants as they were eligible prior to the closure to new entrants
Executive Severance Plan
SERP: This program closed to new entrants in 2012 and the annual benefit is capped for current participants; Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are participants as they were eligible prior to the closure to new entrants
For Retiree Health and Executive Severance, see Potential Payments Upon Termination or Change in Control at Fiscal Year End 2023, footnote (e) on page 64.
For SERP, see Pension Benefits beginning on page 57.
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Changes for 2024
Each year, the CPCC reviews the design of our total compensation elements and makes changes as needed to improve alignment with our pay and benefits philosophy. In early 2024, the CPCC approved the following changes for fiscal year 2024.
Base Salary
The CPCC determined to increase the base salaries for both Erik Nordstrom and Peter Nordstrom from $758,500 to $885,000 effective March 3, 2024 to maintain relative market competitiveness, given that the most recent increases were made in 2016. The base salaries of all other NEOs remained unchanged.
Performance-Based Annual Cash Bonus
The CPCC determined that the target bonus opportunity as a percent of base salary for the NEOs will remain unchanged for 2024.
The 2024 bonus opportunity for all NEOs was modified to Incentive Adjusted EBIT weighted 75% and Operational Gross Merchandise Value (GMV) weighted 25% and subject to achieving an Incentive Adjusted EBIT threshold, which reflects a Company-wide focus on top-line and bottom-line growth. The Incentive Adjusted ROIC measure was eliminated as it has historically tracked closely to Incentive Adjusted EBIT. For all NEOs except Erik Nordstrom and Peter Nordstrom, the CPCC determined to re-introduce the opportunity for individual differentiation of +/- 25% based on execution against objective individual goals. Any differentiation will be applied after the calculation of Company outcomes.
LTIs
The 2024 LTI annual grant mix for all NEOs was changed to 50% PSUs and 50% RSUs.
The PSUs will pay out based on the cumulative sales and EBIT margin % over three one-year performance periods, subject to meeting an EBIT threshold. The CPCC believes that these measures continue to reflect the Company’s key areas of strategic focus over the next three years. Goals for the 2024 performance period are aligned with the Company’s plan. The minimum percentage of PSUs that can be earned at the end of the three-year performance cycle is 0% and the maximum is 175%.
The RSUs will vest equally over three years.
Jason Morris’ target LTI annual grant value as a percent of base salary increased from 175% to 250% to maintain relative market competitiveness. The target LTI grant as a percent of base salary of all other NEOs remained unchanged. Additionally, the CPCC used its discretion to modify the 2024 LTI annual grant for Kenneth Worzel from 250% to 325% of base salary to recognize his leadership and ongoing contributions to our digital strategy.
Compensation Governance
Our Roles in Determining Compensation Are Well Defined
Compensation, People and Culture Committee
Our CPCC oversees the development and delivery of our pay and benefits philosophy and compensation plans for the NEOs and other executives as described in the CPCC charter.
As part of that oversight, the CPCC ensures the NEOs’ aggregate compensation aligns with shareholder interests by reviewing analyses that include:
Cash alignment to evaluate the short-term incentive payouts relative to our financial performance
Relative pay and performance to compare the percentile rankings of our CEO’s total direct compensation (base salary + performance-based bonus + LTIs) and our Company’s financial performance metrics within our peer group. The total direct compensation of our NEOs within our peer group is also considered.
CPCC Consultant
The CPCC has retained Semler Brossy. A consultant from the firm attends CPCC meetings and, in support of the CPCC’s role, provides independent expertise on market practices, compensation program design and related subjects as described on page 18. Semler Brossy provides such services only as directed by the CPCC. During fiscal year 2023, Semler Brossy’s services included a review of executive and Director pay programs, a review of the compensation peer group and other pay-related matters specific to the CPCC’s charter. With respect to Director pay, Semler Brossy provides its services to the CGNC.
Management
Our CEO and the President & Chief Brand Officer provide input to the CPCC on the level and design of compensation elements for the NEOs and other Executive Officers, excluding themselves. Our Chief Human Resources Officer attends CPCC meetings to provide perspective and expertise relevant to the agenda. Management supports the CPCC’s activity by providing analyses and recommendations developed internally. NEOs are not present for discussions of their own pay.


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Market Data Provides a Reference Point for Compensation
The CPCC believes that knowledge of market practices, particularly those of our peers listed below, is helpful in assessing the design and targeted level of our executive compensation package. In reviewing peer group information, the CPCC uses survey data provided by external consultants, monitors general market movement for executive pay and references proxy statements for specific roles.
While the CPCC considers the 50th percentile (median) of our peer group as a reference, there is no specific percentage of target total direct compensation targeted by the CPCC other than to remain generally competitive with similarly situated peer companies. Target opportunities for individual pay elements vary by executive role based on scope of responsibilities and expected contributions.
Target total direct compensation for 2023 for Erik Nordstrom was below our peer group median, as it has been in previous years. Based on the CPCC’s review of relevant market data and internal pay equity, the CPCC believes the target total direct compensation for the other NEOs was within a competitive range of the peer group median. Actual pay for the NEOs can exceed our established targets or peer group actual pay through the variable compensation elements when pre-determined performance milestones established by the CPCC are achieved.
Peer Group Companies Represent Our Business
Each year, the CPCC reviews the appropriateness of our peer group for comparison on pay and related practices. Collectively, the peer group companies represent our primary business areas, including our Nordstrom, Nordstrom Rack, in-store and online businesses and private label products. The peer group companies generally meet the following selection criteria:
fall within the Consumer Discretionary sector;
fall within a reasonable range of our size, defined as one-third to three times our revenue and one-fourth to four times our market capitalization;
share similar talent, operational and/or business characteristics, including a retail-focused business model;
have a similar or related product focus and place a high value on customer experience;
are part of our industry group as defined by institutional shareholders and shareholder service organizations; and
are a public company subject to similar market pressures.
Our peer group used for evaluating compensation for fiscal year 2023 was comprised of the following retail companies:
American Eagle Outfitters, Inc. (AEO)The Gap, Inc. (GPS)Tapestry, Inc. (TPR)
Burlington Stores, Inc. (BURL)Kohl’s Corporation (KSS)The TJX Companies, Inc. (TJX)
Capri Holdings Limited (CPRI)Macy’s, Inc. (M)Ulta Beauty, Inc. (ULTA)
Dillard’s, Inc. (DDS)Ralph Lauren Corporation (RL)V.F. Corporation (VFC)
DICK’S Sporting Goods, Inc. (DKS)Ross Stores, Inc. (ROST)Victoria’s Secret & Co. (VSCO)
Foot Locker, Inc. (FL) 
During 2023, as part of its annual review of peer companies to be used for compensation comparison purposes, the CPCC made no changes to the peer group.
Compensation Risk Assessment Supports Integrity of Our Pay Practices
The CPCC oversees an extensive review of the Company’s pay-for-performance philosophy, the composition and balance of elements in the compensation package and the alignment of plans with shareholder interests to ensure these practices do not pose a material adverse risk to the organization. The review is conducted every other year, as underlying programs and practices are generally consistent over time. The last review, for fiscal year 2022, concluded with the following perspectives:
The goals of the Company’s compensation programs are to attract and retain the best talent and to motivate and reward our people in ways that are aligned with the interests of our shareholders. This has been a long-standing objective of our pay-for-performance philosophy. We believe that the strong alignment of our employee compensation plans with performance has well-served our stakeholders, and our shareholders in particular. The strength of this alignment is regularly reviewed and monitored by the CPCC.
We have systems in place to identify, monitor and control risks, making it difficult for a single individual or a group of individuals to expose the Company to material compensation risk.
Our compensation program rewards both short- and long-term performance. Performance measures are predominantly team-oriented rather than individually focused, and tied to measurable factors that are both transparent to shareholders and drivers of shareholder return.
The compensation program balances the importance of achieving critical short-term objectives with a focus on realizing long-term strategic priorities. Strong stock ownership guidelines are in place for Company leaders, and mechanisms, such as our Clawback Policy, exist to address inappropriate rewards.
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The CPCC is actively engaged in establishing compensation plans, monitoring these plans during the year and using discretion in making rewards, as necessary.
The Company has active and engaged oversight systems in place. The AFC and the full Board closely monitor and certify the performance that drives employee rewards through detailed and transparent financial reporting, which is in place to provide strong, timely insight into the performance of the Company.
Based on this review, the CPCC believes the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.
Clawback Policy Applies to Performance-Based Pay
In 2023, we revised our Clawback Policy, and in 2024, we publicly filed our new Clawback Policy, each in accordance with the SEC’s adoption of the final rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act and NYSE’s adoption of compensation recovery listing standards. Our Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers of the Company in the event that the Company is required to restate its financial results due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously filed financial statements with the SEC that (i) is material to the previously filed financial statements, or (ii) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Under our Clawback Policy, recovery of any such compensation is required regardless of whether the officer who received erroneously awarded compensation engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.
LTI Grants Are Effective On the First Day of the Open Trading Window
The CPCC considers annual equity-based awards at its annual February meeting, which is typically held approximately three weeks after fiscal year-end, and approves such awards either at that meeting or in the days shortly following. Annual grants are customarily effective on the first day of the Company’s next open trading window following CPCC approval. The CPCC may approve one-time equity-based grants to executives on other dates for reasons such as newly hired executives or for retention purposes. Such grants are generally effective on the first day of the Company’s next open trading window following approval by the CPCC.
Termination and Change in Control Provisions Are CPCC-Directed
Under our Nordstrom, Inc. Executive Severance Plan, eligible Executive Officers, including certain NEOs, are entitled to receive severance benefits upon involuntary termination of employment by the Company to assist in the transition from active employment. To be eligible to participate in the plan upon involuntary termination, the NEO must have signed a non-competition and non-solicitation agreement. Erik Nordstrom and Peter Nordstrom are not eligible for separation benefits under the plan. Separation benefits are described in the Potential Payments Upon Termination or Change in Control section beginning on page 60.
As described in the same section, the NEOs are generally not entitled to any payment or accelerated benefit in connection with a change in control of the Company. However, the NEOs are entitled to accelerated vesting of equity if they experience a qualifying termination (termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control. Notwithstanding, if the successor corporation refuses to assume or substitute the award, then the CPCC shall provide for the cancellation of the vested portion of any such award in exchange for either an amount of cash (or stock, other securities or other property) and provide for the cancellation of the unvested portion of the award, if any, without payment of consideration.
Tax and Accounting Considerations Underlie the Compensation Elements
The CPCC recognizes the tax and regulatory factors that can influence the structure of executive compensation programs, including:
Section 162(m) of the IRC, which disallows a tax deduction to public companies for annual compensation over $1 million paid to “covered employees,” which generally include NEOs. Certain performance-based compensation under arrangements in place as of November 2, 2017 are not subject to the limitation. Therefore, compensation in excess of $1 million paid to our NEOs is generally expected to be nondeductible by the Company.
FASB ASC 718, where stock options, PSUs and RSUs are accounted for based on their grant date fair value (see the notes to the financial statements contained within the Company’s 2023 Annual Report). The CPCC regularly considers the accounting implications of our equity-based awards.
Section 409A of the IRC, the limitations of which primarily relate to the deferral and payment of benefits under the NDCP and SERP. The CPCC continues to consider the impact of Section 409A and, in general, the evolving tax and regulatory landscape in which its compensation decisions are made.


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Summary Compensation Table
The following table summarizes the total compensation paid or accrued by the Company for services provided by the NEOs for fiscal years ended February 3, 2024, January 28, 2023 and January 29, 2022. Neither Cathy Smith nor Jason Morris were NEOs in fiscal years 2022 and 2021, so no amounts are shown in those years. Michael Maher was not a NEO in fiscal year 2021, so no amounts are shown in that year.
Name and Principal PositionFiscal YearSalary
($)(a)
Bonus
($)(b)
Stock Awards
($)(c)
Option Awards
($)(d)
Non-Equity Incentive Plan Compensation
($)(e)
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)(f)
All Other Compensation
($)(g)
Total
($)
Erik B. Nordstrom2023773,087 — 1,592,845 1,061,901 1,061,900 — 50,629 4,540,362 
Chief Executive Officer2022758,500 — 1,592,844 1,061,890 — — 57,748 3,470,982 
 2021758,700 — — 3,699,999 1,941,761 — 44,686 6,445,146 
Cathy R. Smith2023605,769 550,000 6,499,973 — 787,500 — 73,184 8,516,426 
Chief Financial Officer
Jason Morris2023638,462 1,170,000 3,999,972 — 478,080 — 190,774 6,477,288 
Chief Technology and Information Officer
Peter E. Nordstrom2023773,087 — 1,592,845 1,061,901 1,061,900 — 71,974 4,561,707 
President & Chief Brand Officer2022758,500 — 1,592,844 1,061,890 — — 64,534 3,477,768 
2021758,700 — — 3,699,999 1,941,761 — 56,475 6,456,935 
Kenneth J. Worzel2023912,212 — 1,342,496 894,999 592,938 465,523 26,795 4,234,963 
Chief Customer Officer2022895,000 —