Form 4: Nordstrom Executive James F. Nordstrom Jr. Reports Acquisition of Restricted Stock Units and Performance Share Units

James F. Nordstrom Jr., Chief Merchandising Officer at Nordstrom, reports the acquisition of restricted stock units and performance share units, along with adjustments to beneficial ownership of common stock.

Summary

• On March 6, 2025, James F. Nordstrom Jr., Chief Merchandising Officer of Nordstrom Inc., reported transactions involving the company's securities.
• He acquired 44,667 shares of common stock through restricted stock units (RSUs) at $0, which vest in three equal annual installments starting March 6, 2026.
• He also acquired 47,310 performance share units (PSUs), which represent a contingent right to receive common stock, and are subject to performance metrics over a 3-year period from FY 2025 through FY 2027.
• The number of PSUs earned can range from 0% to 175% based on the achievement of pre-established performance measures each year.
• Following these transactions, Nordstrom Jr. directly owns 850,765 shares of common stock.
• He also has indirect ownership through a 401(k) plan (7,306 shares), his wife (429 shares directly and 2,223 shares in her 401(k) plan), and as trustee for three minor children (24,592, 24,592, and 24,593 shares respectively).

Sentiment

Score: 6

Explanation: The document is a neutral disclosure of stock transactions. The acquisition of RSUs and PSUs is generally positive as it aligns executive interests with company performance, but the actual value depends on future performance.

Positives

• The acquisition of restricted stock units and performance share units aligns the executive's interests with the company's performance and long-term success.
• The vesting schedule of the RSUs encourages continued service and commitment from the executive.
• The performance-based nature of the PSUs incentivizes the achievement of specific company goals and metrics.

Risks

• The value of the restricted stock units and performance share units is subject to the market price of Nordstrom's common stock.
• The actual number of performance share units earned depends on the company's performance against pre-established metrics, which may not be achieved.
• Changes in company strategy or market conditions could impact the value of these equity-based compensation awards.

Future Outlook

The performance share units are subject to the achievement of certain metrics over a 3-year period, indicating a focus on future performance and company goals.

Industry Context

This filing is a routine disclosure of executive compensation and stock ownership, common in publicly traded companies. It provides transparency into the alignment of management's interests with shareholders.

Comparison to Industry Standards

• Executive compensation packages including restricted stock units and performance share units are common practice among publicly traded companies, including Nordstrom's competitors such as Macy's, Kohl's, and Dillard's.
• The vesting schedules and performance metrics associated with these awards are typically designed to incentivize long-term value creation and align executive compensation with shareholder returns.
• The specific terms of Nordstrom's executive compensation packages, including the vesting schedules and performance metrics, would need to be compared to those of its peers to assess their relative competitiveness and effectiveness.

Stakeholder Impact

• Shareholders: Provides transparency into executive compensation and alignment of interests.
• Employees: May influence employee morale and perception of fairness in compensation practices.
• Company: Incentivizes executive performance and long-term value creation.

Key Dates