Form 4: Nordstrom Executive Alexis DePree Reports Stock and Performance Share Unit Transactions

Alexis DePree, Chief Supply Chain Officer at Nordstrom, reports acquisition of restricted stock units and performance share units, as well as disposition of shares to cover tax obligations.

Summary

• On March 7, 2024, Alexis DePree, Chief Supply Chain Officer of Nordstrom, acquired 63,751 shares of common stock.
• These shares were received as restricted stock units (RSUs) that vest in three equal annual installments starting March 10, 2025.
• The number of RSUs awarded is based on long-term incentive award levels, an RSU long-term incentive (LTI) percentage, and the fair value of an RSU.
• On the same date, DePree also acquired 69,524 Performance Share Units (PSUs) which represent a contingent right to receive common stock.
• The PSUs may be earned over a 3-year period from FY 2024 through FY 2026, depending on the achievement of certain metrics related to sales and EBIT margin.
• On March 10, 2024, DePree disposed of 2,660 shares of common stock at a price of $17.06 to satisfy tax obligations related to the vesting of RSUs.
• Following these transactions, DePree beneficially owns 197,058 shares of Nordstrom common stock and 69,524 Performance Share Units.

Sentiment

Score: 6

Explanation: The document is neutral in tone, simply reporting transactions. The acquisition of RSUs and PSUs is a positive sign of alignment, but the disposal of shares for tax obligations is a minor negative.

Positives

• The acquisition of RSUs and PSUs indicates a long-term incentive alignment between the executive and the company's performance.
• The vesting of RSUs and potential earning of PSUs are tied to the company's future success, incentivizing the executive to drive positive results.

Negatives

• The disposal of shares to cover tax obligations, while common, slightly reduces the executive's direct stake in the company.

Risks

• The value of the RSUs and PSUs is subject to the volatility of Nordstrom's stock price.
• The actual number of PSUs earned depends on the company's performance against sales and EBIT margin targets, which may not be achieved.

Future Outlook

The executive's future compensation is tied to the performance of Nordstrom's stock and the company's achievement of sales and EBIT margin targets over the next three years.

Industry Context

This filing is a routine disclosure of insider transactions, common among publicly traded companies. It provides transparency into executive compensation and ownership.

Comparison to Industry Standards

• Executive compensation packages including RSUs and PSUs are standard practice among large retail companies like Nordstrom.
• Companies such as Macy's and Kohl's also utilize similar long-term incentive plans tied to company performance metrics.
• The vesting schedules and performance metrics used by Nordstrom are likely benchmarked against industry peers to attract and retain talent.

Stakeholder Impact

• The transactions have a minor impact on shareholders, as they reflect changes in insider ownership.
• Employees may view the executive's compensation package as a reflection of the company's commitment to rewarding performance.

Next Steps

• The executive will continue to hold and potentially vest in the RSUs over the next three years.
• The number of PSUs earned will be determined based on Nordstrom's performance through FY 2026.

Key Dates