Form 4: Nordstrom CTIO Jason Morris Reports Changes in Beneficial Ownership

Jason Morris, CTIO of Nordstrom, reports acquisition and disposal of common stock and performance share units.

Summary

• On March 7, 2024, Jason Morris, the CTIO of Nordstrom, reported changes in beneficial ownership to the SEC.
• Morris acquired 69,508 shares of common stock at $0 and disposed of 336,542 shares.
• Following these transactions, Morris beneficially owns 336,542 shares of common stock.
• Additionally, Morris acquired 75,802 Performance Share Units (PSUs), representing a contingent right to receive shares of Nordstrom's common stock, with an exercise price of $0.
• These PSUs may be earned over a 3-year period from FY 2024 through FY 2026, depending on the achievement of certain metrics, and vest on March 10, 2027.
• The number of RSUs awarded is a function of established long-term incentive award levels, an RSU long-term incentive (LTI) percentage, and the fair value of an RSU.
• The number of PSUs to be awarded is a function of established long-term incentive award levels, a PSU LTI% and the fair value of a PSU.

Sentiment

Score: 5

Explanation: This is a neutral filing related to executive compensation and stock ownership. It doesn't inherently indicate positive or negative sentiment.

Positives

• The acquisition of Performance Share Units incentivizes the CTIO to improve company performance, as the number of units earned depends on sales and EBIT margin results.

Future Outlook

The number of Performance Share Units earned will depend on the company's sales and EBIT margin performance over the 3-year period from FY 2024 to FY 2026.

Industry Context

This filing is a routine disclosure related to executive compensation and ownership, common in the retail industry.

Comparison to Industry Standards

• Executive compensation packages including stock options and performance-based units are standard practice among publicly traded companies like Nordstrom, including competitors such as Macy's (M) and Kohl's (KSS).
• The vesting schedules and performance metrics tied to these units are typically designed to align executive incentives with shareholder value creation, similar to practices observed at Target (TGT) and Walmart (WMT).

Stakeholder Impact

• The structure of the Performance Share Units aims to align the CTIO's interests with those of shareholders by linking compensation to company performance.

Key Dates