Form 4: Nordstrom Executive Ann Munson Steines Reports Stock and Performance Share Unit Transactions

Ann Munson Steines, CLO, GC & Corp. Secretary of Nordstrom, reports acquisition of restricted stock units and performance share units, as well as shares withheld for tax obligations.

Summary

• On March 7, 2024, Ann Munson Steines acquired 46,428 shares of Common Stock at $0.
• On March 10, 2024, 1,853 shares of Common Stock were disposed of at $17.06 to cover tax obligations related to vesting RSUs.
• As of March 10, 2024, Steines beneficially owns 84,138 shares of Common Stock.
• On March 7, 2024, Steines acquired 50,632 Performance Share Units (PSUs) which represent a contingent right to receive 1 share of the Company's 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.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The transactions are routine and reflect standard executive compensation practices. The acquisition of PSUs indicates a focus on long-term performance.

Positives

• The acquisition of Performance Share Units (PSUs) aligns executive compensation with company performance, incentivizing growth in sales and EBIT margin.

Negatives

• The disposal of 1,853 shares to cover tax obligations, while routine, slightly reduces the executive's direct stock ownership.

Risks

• The actual number of PSUs earned depends on the company's sales and EBIT margin performance over the next three years, introducing uncertainty.

Future Outlook

The number of PSUs that will be earned depends on the company's sales and EBIT margin performance over the 3-year period from FY 2024 through FY 2026.

Industry Context

Form 4 filings are standard practice and provide transparency into the transactions of company insiders, which can be an indicator of management's confidence in the company's future prospects.

Comparison to Industry Standards

• Companies like Macy's (M) and Kohl's (KSS) also use similar equity-based compensation plans to align executive incentives with shareholder value.
• The vesting schedules and performance metrics used by Nordstrom are typical for the retail industry.

Stakeholder Impact

• The equity-based compensation plan aligns management's interests with those of shareholders, potentially driving long-term value creation.

Key Dates